TERMS & CONDITIONS
General Terms and Conditions of JOMO CHANGE, located at Stettineiland 25, 1014ZE in Amsterdam, hereinafter referred to as ‘JOMO CHANGE’.
1. GENERAL PROVISIONS
1.1 In these general terms and conditions, the following capitalized terms have the following meaning:
1.1.1 Participant: a natural person who has been appointed in advance by the Customer as such and who participates in the Program as mentioned in the Agreement.
1.1.2 Customer: the party with whom JOMO CHANGE has entered into an Agreement or to whom JOMO CHANGE has sent a Budget.
1.1.3 Budget: the Budget issued by JOMO CHANGE to the Customer with regard to the Program.
1.1.4 Agreement: the Agreement between JOMO CHANGE and the customer regarding the Program.
1.1.5 Program: the Program to be developed, organized and implemented by JOMO CHANGE as mentioned in the Agreement or Budget, which may include projects, training, and consulting.
1.1.6 Cost Overview: the quotation for the Program as defined in Article 4.
1.2 These general terms and conditions apply to all Budgets and Cost Statements issued by JOMO CHANGE and to all Agreements with JOMO CHANGE.
1.3 In case of conflict between the general terms and conditions of JOMO CHANGE and any general terms and conditions used by the Customer, the general terms and conditions of JOMO CHANGE will prevail. The applicability of general terms and conditions used by the Customer is expressly excluded.
2. CONCLUSION OF AGREEMENTS
2.1 JOMO CHANGE is not bound by any Agreement, oral or written, until JOMO CHANGE has confirmed it in writing (including by email) or the parties have signed an Agreement.
2.2 No rights can be derived by the Customer from budgets, proposals, cost statements and the like made by JOMO CHANGE unless expressly stated otherwise by JOMO CHANGE.
2.3 JOMO CHANGE has the right at all times, without requiring the Customer’s consent, to outsource all or part of the tasks covered by the Agreement to a third party, on the understanding that JOMO CHANGE remains liable to the Customer for the execution of the Agreement.
3.1 The duration of the Program is calculated in hours, half days or whole days.
3.2 JOMO CHANGE has the right to adjust the times in the Program if there are changes in carrier schedules or delays at carriers. JOMO CHANGE is not liable for any additional costs or damages incurred by the Customer as a result of changes in departure or arrival times.
4. COST OVERVIEW
4.1 The Cost Overview constitutes a quotation. The amount of the Cost Overview is based on the estimated number of Participants, prices, exchange rate, fees and taxes as known to JOMO CHANGE at the time of entering into the Agreement or drawing up the budget.
4.2 JOMO CHANGE reserves the right to adjust the Cost Overview in the event of changes in exchange rates, fuel prices, levies and taxes, etc.
4.3 Unless otherwise agreed to in writing, the following costs are not included in the Cost Overview:
● transportation costs to and from the accommodation at the point of departure or arrival (may be included after consultation).
● transportation costs to and from the accommodation at the place of arrival after the official end of the trip.
● all participants’ personal expenses.
● (alcoholic) beverages.
● costs for travel documents.
● additional services such as clothing packages, video recordings, or other special requests.
5.1 Payment is to be made within 30 days of invoicing, unless otherwise expressly agreed in the Agreement.
5.2 Should the Customer dispute (parts of) the invoice, he must settle the undisputed part without delay, within the period stipulated in the first paragraph.
5.3 In case of non-payment by the Customer, the Customer is obliged to pay all extrajudicial collection costs, which are set at 15% of the total amount due with a minimum of € 250 excluding VAT.
6. CANCELLATION AND AMENDMENTS
6.1 At JOMO CHANGE, different cancellation, amendment, and relocation terms apply. The cancellation, amendment and relocation terms are broken down into:
1. Logistical costs (locations, transportation, food & beverages, lodging, expert materials)
2. Non-logistical costs
6.2 Logistical costs
In case of cancellation, amendment, or rescheduling (to another date or change of location) of the program/program component with respect to the logistical costs, the following conditions apply:
For a complete cancellation:
· More than six weeks prior to the start date of the program/program component, 0% will be charged provided this is in line with our suppliers’ cancellation policies.
· Between six and three weeks prior to the start date of the program/program component, 50% of the budgeted logistics cost will be charged.
· Within three weeks prior to the start date of the program/program component, 100% of the budgeted logistics costs will be charged.
When shifting to another date or location:
· Only the reimbursement of costs incurred in accordance with the supplier’s conditions. JOMO CHANGE will always issue a final confirmation to the supplier in consultation with the customer.
In the event of an amendment:
After confirmation to a supplier, for the specific program component, any change will be charged according to the supplier’s terms and conditions. JOMO CHANGE will always provide final confirmation to the supplier in consultation with the customer.
6.3 Non-logistical costs
With regard to non-logistical costs, we apply the following conditions for cancellation, relocation or transfer:
For a complete cancellation, we apply:
· More than three weeks prior to the start date of the program/program component, 0% of the budgeted cost of the program/program component will be charged.
· Three weeks prior to the start date of the program/program component up to eight days, 50% of the budgeted cost of the program/program component will be charged.
· Less than one week prior to the start date of the program/program component, 100 % of the budgeted cost will be charged.
In case of relocation, we apply:
· 2 weeks prior to the program/program component, we will charge 50% of the budgeted cost.
In the event of an amendment, we apply:
· After confirmation to a supplier, for the specific program component, any change will be charged according to the supplier’s terms and conditions. JOMO CHANGE will always provide final confirmation to the supplier in consultation with the customer.
7. FORCE MAJEURE
7.1 In the event of force majeure, JOMO CHANGE has the right to suspend the fulfillment of its obligations towards the Customer or to terminate the Agreement in whole or in part without owing the Customer or a third party any compensation, at the discretion of JOMO CHANGE.
7.2 Force majeure includes any circumstance beyond the control of JOMO CHANGE or any circumstance that cannot be reasonably foreseen by JOMO CHANGE and which temporarily or permanently prevents JOMO CHANGE from fulfilling its obligations under the Agreement. Such circumstances include war, threat of war, terrorist attacks or threat thereof, uprisings or other violations of public order, pandemic, serious illness or accident, fire, natural disasters, strikes, restrictive government measures, as well as the total or partial failure of third parties to provide goods or services.
8.1 Notwithstanding the provisions of the Agreement, the following exclusions or limitations of liability will apply on the part of JOMO CHANGE.
8.2 JOMO CHANGE is not liable for any damages suffered by the Customer, Program Participants or third parties as a result of any failure, tort, or other event unless the damages are directly and exclusively due to gross negligence or intent on the part of JOMO CHANGE.
8.3 JOMO CHANGE is not liable for any damages resulting from incorrect or incomplete information provided by the Customer.
8.4 Only damage in respect of which the Customer has conclusively proven that it is due to a circumstance or event for which JOMO CHANGE can be held liable will be eligible for compensation. In such case, the amount of compensation will be limited to an amount equal to the amount of the Cost Overview as specified in the Agreement. JOMO CHANGE is under no circumstances liable for a higher amount than the amount paid out under its (professional) liability insurance.
8.5 The Customer is liable to JOMO CHANGE for any damage suffered by JOMO CHANGE in or in connection with the performance of the Agreement as a result of an act or omission by the Customer or of an unsafe circumstance within the Customer’s organization.
8.6 The limitation of liability referred to in this Article also extends to persons employed by JOMO CHANGE or persons engaged by JOMO CHANGE for the implementation of the Program.
9. INTELLECTUAL PROPERTY
9.1 Insofar as any copyright, trademark, design, tradename, or other intellectual property rights are vested in the products and services supplied by JOMO CHANGE for the performance of the Agreement, JOMO CHANGE is and will remain the holder (by virtue of licenses from third parties) or owner of these rights, respectively. The Customer only acquires a non-transferable right of use insofar as this is necessary for the performance of the Agreement. The customer may only use the material carriers of these rights for the purpose for which they have been provided to the Customer. Any other use of these rights, e.g., storage, reproduction, duplication, or modification of the information in question, is not permitted without the express permission of JOMO CHANGE.
10. CONFIDENTIAL INFORMATION
10.1 JOMO CHANGE and the Customer are aware of the fact that during the preparation and execution of this Agreement and during the Program itself, confidential information may be exchanged verbally or in writing regarding the other party, its employees, Participants, and (affiliated) companies. This information includes, but is not limited to:
● non-public technical information or business data of JOMO CHANGE and Customer, such as information related to know-how, techniques, research and development, products and services, finances, customers or marketing plans.
● Other information from JOMO CHANGE or the Customer that is designated orally or in writing as “Confidential”.
all except to the extent that such information has already been placed in the public domain by the other Party or otherwise.
10.2 JOMO CHANGE and the Customer will at all times maintain confidentiality with respect to all confidential information referred to in the first paragraph unless expressly agreed otherwise.
11. CUSTOMER OBLIGATIONS
11.1 The Customer and Participants are obliged to follow all instructions regarding the Program from JOMO CHANGE and from the third parties engaged by JOMO CHANGE, both prior to and during the Program.
11.2 JOMO CHANGE has the right, at the sole discretion of JOMO CHANGE, to exclude a Participant who causes a nuisance or inconvenience from further participation in the Program. All costs related to the exclusion will be borne by the Customer.
11.3 The Customer will ensure adequate insurance with full coverage for all Participants.
11.4 The Customer will ensure that the Participants are in possession of the required – valid – travel or other documents.
12.1 All Agreements between JOMO CHANGE and the Customer are governed by and construed in accordance with Dutch law.
12.2 Any disputes will in the first instance be submitted exclusively to the competent court in Amsterdam.
(JOMO CHANGE October 2023)