Drafting general terms and conditions for a foundation: this is what should be included

Drafting general terms and conditions for a foundation involves taking the foundation's services and activities as a starting point and establishing the core agreements regarding them: payment, liability, cancellation, handling of donations and gifts, data processing, and complaints. The conditions must align with the foundation's statutory purpose and, in the case of private participants, with consumer regulations. Below is an overview of the topics that should be included and the pitfalls to avoid.

The short answer

1. Applicability: to whom and which activities the conditions apply.
2. Services and activities: registration, participation, cancellation and modification.
3. Payment: installments, late payment, collection costs and interest.
4. Donations and gifts: distinction between gift and consideration, periodic gifts.
5. Liability: limitation, exclusions and force majeure.
6. Data and complaints: reference to privacy statement, complaints procedure, applicable law.

Start with the activities and the statutes

Good terms and conditions are tailor-made. Before drafting anything, map out what the foundation actually does: does it organize courses, rent out space, issue publications, provide services to affiliated organizations, or raise funds? Each of these activities places different demands on the terms and conditions.

Compare the terms and conditions with the articles of association. The statutory purpose defines the boundaries: you cannot regulate an activity in the terms and conditions that falls outside that purpose. Refer to the articles of association for internal powers and keep the terms and conditions strictly limited to the external client relationship.

Services, activities and cancellation

For most foundations, this is the heart of the conditions. Arrange in any case:

• Registration and conclusion of the agreement (when is participation final?).
• Cancellation by the participant: installments and any costs per installment.
• Changes or cancellations by the foundation: due to insufficient participants or force majeure, and the consequences (refunds or rescheduling).
• Participant obligations: rules of conduct, mandatory information, attendance.

Payment and donations

For paid services, you set the payment term, what happens in the event of late payment (statutory interest and collection costs), and whether prepayment applies. For consumers, you follow the statutory scale for extrajudicial collection costs.

Donations deserve their own provisions. Distinguish between a gift — a voluntary contribution without consideration — and payment for a service. This distinction is fiscally relevant: only a genuine gift may be deductible, and for an ANBI foundation, a separate regulation applies to periodic gifts. Also regulate whether a gift can be refunded (starting point: no) and how to handle earmarked gifts for a specific purpose.

Liability and force majeure

Limit the foundation's liability in a sustainable manner, for example to the amount paid out by the liability insurance, or otherwise to the invoice amount. Exclude indirect damages. Pay attention to the limits: towards consumers, a limitation may not be unreasonably burdensome (black and grey lists), and liability for intent or conscious recklessness can never be excluded.

Include a force majeure clause appropriate to the foundation's activities, for example in the event of a speaker's illness, the cancellation of a venue, or a ban on gatherings. Regulate what happens to paid amounts in such cases.

Data, complaints and final provisions

• Personal data: refer to a separate privacy statement (GDPR); do not include the entire processing in the terms and conditions.
• Complaints procedure: how and within what timeframe a participant submits a complaint.
• Amendment of terms and conditions: that the foundation may amend the terms and conditions and how participants will be notified of this.
• Applicable law and competent court: Dutch law and the competent court.

Declare applicable and make available

The content is one thing; enforcing it correctly is equally important. Declare the terms and conditions applicable before or at the time of concluding the agreement and make them available. For online registration: a checkbox with a direct link, and downloadable terms and conditions. If you fail to do so, the other party may invalidate the clauses, leaving you empty-handed.

Short example

A cultural foundation organizes paid workshops and also solicits donations. Its terms and conditions include a cancellation scale, a limitation of liability, and a separate donation provision that distinguishes a gift from a participation payment. When a planned workshop was cancelled due to the instructor's illness, the foundation was able to offer participants an alternative date based on its force majeure clause instead of a full refund.

Honest recommendation

If your foundation has few and simple activities, involving fixed, small amounts and limited risk, you can manage perfectly well on your own with a well-thought-out basic model — a lawyer is not necessary in that case. As soon as consumer participants, higher amounts, liability risks, or ANBI status are involved, it pays to have the terms reviewed. A generic internet model rarely aligns with your statutory purpose and the mix of services, donations, and activities of your foundation.

Read more or have it arranged: general terms and conditions for a foundation, what are general terms and conditions for a foundation , and having general terms and conditions for a foundation drafted.

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