TERMS & CONDITIONS PEOPLE CHANGE
VERSION: January 2019
In these General Terms and Conditions the following terms shall have the following meanings
1.1. “Client“: every natural or legal person with whom People Change has concluded an agreement, on the basis of which People Change advises and/or guides this person in transforming the company of this person, which can be understood to mean the training of people by giving trainings.
1.2. “Agreement“: the agreement, which is understood to mean these general terms and conditions, between a natural person or a legal person as client and People Change as contractor under which People Change advises and/or guides the client in transforming its companies, which can be understood to mean training people by providing training.
1.3. “People Change“: the private company with limited liability People Change B.V., registered with the Chamber of Commerce under number 68076592.
2.1. All rates mentioned by People Change are exclusive of VAT and other legal levies.
2.2. The rates mentioned by People Change are exclusive of travel and accommodation costs, unless it is explicitly stated that these costs are included in the rates.
2.3. People Change has the right to make changes in its rates, for example but not exclusively as a result of legally determined increases in costs. The new rates will be charged to the Client as of the time of the change and will be due by the Client as of that moment, even if these changes occur during the term of the Agreement and without the Client having to agree to the change in advance.
3. Invoicing and payment
3.1. Disputes about an invoice must be submitted within five (5) days of the invoice date at the latest, stating the reasons.
3.2. Payment of the invoices of People Change takes place without any deduction, discount or settlement and must be received by People Change at the latest after fourteen (14) days after the invoice date, unless another payment term has been agreed upon.
3.3. The payment term in article 3.2 is a deadline. In case the Client does not, not timely or not fully pay the amount he owes People Change, he is in default as of the moment of exceeding the payment term. At the moment the Client is in default, People Change is entitled to charge 15% of collection costs over the principal sum with a minimum of € 500,- per collection. People Change is also entitled to charge 15% default interest on the principal sum.
3.4. If People Change suspects on reasonable grounds that the Client will not be able to fulfill his (payment) obligations, People Change is entitled to provide security to the Client before People Change resumes its activities.
3.5. Rights of use granted by and/or on behalf of People Change and/or the transfer of property takes place under the suspensive condition of full payment of the outstanding amounts.
4. Execution of the agreement
4.1. The Client shall ensure that all data necessary for the proper execution of the Agreement are provided to People Change in a timely and correct manner.
4.2. The Client is responsible for – if necessary – an adequately equipped workplace for the benefit of the employees of People Change, which means among other things but not exclusively that the employees will have access to a well functioning and safe internet connection. If the above is not met, there may be delays in the execution of the Agreement. All resulting extra costs will be charged to the Client by People Change.
4.3. A term for the delivery of services will be determined by People Change as accurately as possible based on the information that is known or should have been known to People Change at the time a quotation was submitted and/or at the time the Agreement was concluded. A delivery term is not a deadline. If a delivery term threatens to be exceeded, People Change will report this as soon as possible to the Client and take care of a delivery as soon as possible after the expiry of the initial delivery term, unless this is not possible.
5.1. The Client may terminate the Agreement at any time, but only in writing.
5.2. In case the Client cancels the Agreement, the Client must pay all costs that People Change has already made for the execution of the Agreement (including preparation costs as well as costs that People Change has not yet made, but of which it is foreseeable that these costs will be covered by the Agreement).
6.1. Extrajudicial dissolution will only take place in writing.
6.2. Each of the parties is entitled, without any reminder, notice of default or other announcement being required, to dissolve the Agreement extrajudicially, if:
a. the other party applies for (provisional) suspension of payments or is granted (provisional) suspension of payments;
b. the other party files for bankruptcy or is declared bankrupt;
c. the other party’s business is liquidated;
d. the other party ceases its business;
e. a substantial part of the assets of the other party are attached through no fault of one party, or if the other party must otherwise no longer be deemed able to fulfil the obligations arising from the Agreement.
6.3. If, at the time of dissolution, the Client had already received performance in the performance of the Agreement, it may only partially dissolve the Agreement and only for that part that has not yet been performed.
6.4. Amounts People Change has invoiced to the Client for the dissolution remain undiminished by the Client and become immediately due and payable at the moment of the dissolution.
7.1. If the Client does not, not fully or not timely fulfil a due and payable obligation resulting from the Agreement, People Change is entitled to suspend its obligations towards the Client without further notice, without being obliged to pay any compensation to the Client. People Change is also entitled to this in the cases mentioned in article 6.2.
8.1. A party that imputably fails in the fulfilment of one or more of its obligation(s) under the Agreement, is liable towards the other party for the direct damage resulting from this, with due observance of the provisions of this article.
8.2. Liability for indirect or consequential damage, such as turnover or profit not received, interest or delay damage, lost savings or reputation damage is excluded.
8.3. Insofar as People Change has any (legal) liability – based on contractual liability, tort or other legal or extra-legal grounds – and People Change is obliged to compensate any damage, the damage to be compensated will be limited to the amount paid out in the case concerned under the liability insurance taken out by People Change and in any case to the amount invoiced by People Change to the Client within the framework of the Agreement up to a maximum of six (6) months prior to the shortcoming on which the liability is based.
8.4. People Change is never liable for damage caused by third parties. People Change is also never liable for damage caused by incorrect and/or incomplete information provided by the Client.
8.5. Both People Change and the Client will maintain an adequate (liability) insurance to cover their own liability under the Agreement. Both People Change and the Client are obliged to provide a copy of the insurance policy to the other party on first request.
9. Force majeure
9.1. A force majeure situation can make that People Change cannot or cannot timely carry out its activities, or that the carried out activities do not (continue to) have the quality that People Change and the Client strive for. People Change is not liable towards the Client for any shortcoming in the fulfilment of the agreement if this shortcoming is the result of force majeure.
9.2. Force majeure is any shortcoming that cannot be attributed to People Change, because it cannot be attributed to its fault, or cannot be attributed to it by virtue of the law, legal act or generally accepted opinion, as well as any situation that is beyond the reasonable control of People Change.
9.3. Force majeure shall in any case include: strikes, sit-in, fire, war, limitation or discontinuation of supply by public utilities, non-delivery of necessary materials, services or products by third parties, business interruption, revolution or a similar situation, riots, illness of employees and/or third parties, earthquake, water damage, flood, earthquake or any other natural disaster.
9.4. A situation of force majeure does not entitle the Client to dissolve the agreement or to any (damage) compensation. If a force majeure situation continues or has continued for more than three (3) months, the parties are entitled to dissolve the agreement, without the other party being entitled to any compensation. Invoices and/or costs for work already carried out or goods purchased by People Change remain due.
10. Non-competition and personnel
10.1. During the term of the Agreement as well as during a period of one year after its termination, the Client is forbidden to offer an employee of People Change (including employees of People Change and persons engaged by it for the execution of the Agreement) directly or indirectly an agreement.
10.2. The Client must at all times respect a (non) competition clause, relationship clause and/or confidentiality clause applicable between People Change and an employee.
10.3. If the Client acts in violation of the prohibition in article 10.1 and/or 10.2, the Client forfeits an immediately claimable, non moderationable fine of € 100.000,-, without prejudice to People Change’s right to claim damages.
10.4. The Client guarantees that its affiliated companies observe the provisions of article 10. Affiliated company is understood to mean:
a. the company in which the Client directly or indirectly exercises control and/or has any interest.
b. the enterprise in which the control and/or the interest is in the same hands as the control and/or the interest of the Client.
11. Intellectual property
11.1. All intellectual property rights, including but not limited to copyrights, trademark rights, trade name rights, database rights, drawing and design rights, patent rights as well as the rights concerning know-how that could be realised by an employee of People Change in the execution of the Agreement, are vested in People Change.
11.2. All documents provided by People Change, such as reports and advice, are exclusively intended for the Client’s own use. The Client is not entitled to reproduce, publish or notify third parties.
12.1. During the term of the Agreement, as well as after the termination of the Agreement, People Change will observe confidentiality towards third parties with regard to all information concerning the business affairs of the Client, of which it becomes aware during the execution of the Agreement, unless the Client gives its permission for disclosure of the information. People Change will also ensure that its employees observe this confidentiality.
12.2. The duty of confidentiality does not apply with regard to information that has been or will be generally disclosed, or which People Change already had at its disposal, or which People Change has independently obtained outside the scope of the Agreement.
12.3. The duty of confidentiality does not apply if and insofar People Change is obliged to use or disclose on the basis of the law or a decision of the judge or another competent government body.
13. People Change Academy
13.1. This provision only applies if the other party instructs People Change to provide training. This provision applies in addition to the other provisions of the General Terms and Conditions.
13.2. If the number of registrations gives reason to do so, People Change is entitled to combine a training with another group that follows the same training. People Change can also choose to have the training take place at a later time.
13.3. People Change has the right to move the training to another date up to fourteen (14) days prior to an already planned training. People Change has to inform the customer of the change in advance.
13.4. If the Client cancels a training within thirty (30) days before the start of the first training day, the Client is obliged to pay 50% of the total training costs to People Change. If the Client cancels a training within five (5) days before the start of the first training day, he is obliged to reimburse People Change for 80% of the total training costs. In case of cancellation within 24 hours before the start of the first day of training or after the start of the training and/or in case the training does not appear without unsubscribing, the Client is obliged to reimburse People Change for the full training costs.
14. Choice of forum clause
14.1. In case of disputes, related to the Agreement signed by the parties or from agreements building on it, the parties will submit this dispute to the competent Dutch court within the district in which People Change is established.
15.1. Without the prior written consent of the other party, a party may not transfer or outsource its rights and obligations under the Agreement in whole or in part to third parties.
15.2. Changes to the Agreement shall only be binding on the Parties if both parties agree to these changes in writing. People Change has the right to charge costs as a result of these changes to the Client.
15.3. People Change is authorized to change its General Terms and Conditions periodically. The most recent version of the General Terms and Conditions can be consulted on the website of People Change.
These general terms and conditions are valid as of January 10, 2019.