GENERAL CONDITIONS NIELEN SCHUMAN B.V.
1 Applicability
1.1 Nielen Schuman B.V. (“Nielen Schuman”) is a limited liability company according to the Laws of the Netherlands which provides advisory services to institutions, companies and/or any other entities with respect to the field of corporate finance. These General Conditions Nielen Schuman B.V. (“General Conditions”) are applicable to all offers of Nielen Schuman and agreements between Nielen Schuman and its client (“Client”), which hereinafter individually may also be referred to as ”Party” and collectively as “Parties”. The applicability of any and all other general terms and conditions is herewith expressly excluded.
2 Assignment
2.1 All assignments of Client are deemed to be given to and are deemed to be accepted by Nielen Schuman. The applicability of articles 7:404 and 7:407 sub 2 of the Dutch Civil Code is herewith explicitly excluded.
3 Scope and information
3.1 Nielen Schuman provides corporate finance advice services only. Our services therefore not include, and cannot be interpreted or relied upon as any legal, regulatory, tax, accounting, technical or other advice.
3.2 Any and all services provided by Nielen Schuman to the Client are provided to Nielen Schuman’s best insights and ability and ‘as is’, without any (implicit) warranty, unless Parties explicitly agree otherwise in writing. Any such services are exclusively for the information and benefit of the Client and such services shall not be disclosed or made available to any third party without the prior written approval of Nielen Schuman nor can any such party rely thereon. The Client is exclusively responsible for the use of the services.
3.3 The Client is exclusively responsible for the correctness and completeness of any and all data, information, documentation and other materials in whatever form which is provided to Nielen Schuman in any way in relation to any agreement. The Client shall furthermore provide any and all such data, information, documentation, materials, access and cooperation which Nielen Schuman needs in relation to the provision of its services to Client in a timely manner and adequate way, free of charge.
3.4 Any and all schedules and terms mentioned or agreed by Nielen Schuman, have been described and planned to the best of its knowledge, on the basis of information and circumstances known to Nielen Schuman at that time. Nielen Schuman will make reasonable efforts to adhere to such schedules and terms, however, the mere exceeding thereof shall not be considered an attributable shortcoming of Nielen Schuman.
4 Remuneration and disbursements
4.1 The total costs of carrying out the assignment by Nielen Schuman include remuneration plus out of pocket costs. The out of pocket costs include the actual costs which are incurred by Nielen Schuman in carrying out the assignment.
4.2 The remuneration is the fee as agreed between Nielen Schuman and Client in an engagement letter, or otherwise in writing (including by email), relating to the assignment. In the absence of such an engagement letter or other written confirmation, the fee will be determined by virtue of the actual time spent and the then applicable hourly rate(s) at Nielen Schuman in relation to the assignment and the persons involved to carry out the assignment. Any and all fees and rates are exclusive of VAT and other taxes and/or levies. All Nielen Schuman’s services are nevertheless subject to VAT.
5 Payment
5.1 Unless agreed otherwise in writing with Client, Nielen Schuman is entitled to invoice on a monthly basis and all payments will be due within a term of fourteen days of the date of the invoice (“Payment Term”).
5.2 In case an invoice has not been paid within the Payment Term, the amount due will bear legal interest. If an invoice remains unpaid after a written notice has been sent and the payment term as mentioned therein has lapsed, (i) extra judicial costs of collection of 15% of the amount of the relevant invoice will be due, with a minimum of € 50 and (ii) Nielen Schuman has the right to suspend all services and thereto related activities for the Client involved, in which case Nielen Schuman will not be liable in any way for any damages which may occur as a result of such suspension.
5.3 Nielen Schuman may ask the Client, in view of the nature of the services, for an advance payment of fees before Nielen Schuman commences the services. Any advanced payment of such fees will be set off against the final invoice to be paid by the Client.
6 Confidentiality
6.1 All information provided by Client to Nielen Schuman in connection with the assignment, of which Nielen Schuman understands or can reasonably understand that it is confidential (“Confidential Information”) will be treated confidentially for a term of two (2) years as of the effective date of the relevant agreement between Parties and in line with Nielen Schuman’s normal business practice. However, in relation thereto, Nielen Schuman is (i) free to make any disclosures or announcements to prospects in its capacity as corporate finance advisor of Client; (ii) free to make any disclosures or announcements with the prior written approval of Client, (iii) free to make any disclosures or announcements required by any law, regulation or order of a court or regulatory body, or pursuant to governmental action or necessary in the view of Nielen Schuman to seek to establish any defense in any legal or regulatory proceeding or investigation or otherwise to comply with its own regulatory obligations; and (vi) not obliged to treat any such Confidential Information as confidential when it (a) is in the public domain when provided to Nielen Schuman, (b) enters the public domain later on otherwise than through a breach of Nielen Schuman’s confidentiality obligations towards Client, (c) was already known to Nielen Schuman prior to its assignment for Client, (d) is independently developed by Nielen Schuman.
6.2 All information of Nielen Schuman in whatever form, of which Client understands or could have reasonably have understood that it is confidential, shall be kept strictly confidential by Client.
7 Personal Data Protection
7.1 To the extent Client provides personal data to Nielen Schuman in relation to (execution of) the agreement (“Personal Data”) between Parties, Nielen Schuman shall treat such Personal Data in conformity with its Privacy Statement as accessible on www.nielenschuman.com and the General Data Protection Regulation (EUR) 2016/679 (“GDPR”).
7.2 Client explicitly warrants that it complies with the GDPR and any other relevant laws and regulations in relation to such Personal Data and indemnifies Nielen Schuman in relation to any third party claims in relation to any breach thereof. In case of a Personal Data Breach (as defined in the GDPR) concerning the Personal Data during the term of an agreement between Parties, client and Nielen Schuman will notify each other without undue delay and discuss in good understanding prior to any notification in conformity with the GDPR.
8 Professional liability
8.1 Except to the extent claims are the result of gross negligence (grove nalatigheid) or intentional misconduct (opzet) of Nielen Schuman’s executive staff, any liability of Nielen Schuman is limited to a maximum amount which is equal to three times the relevant received fee (excluding success fees) with a maximum of € 500.000,- and in no event shall Nielen Schuman be liable for consequential damages (gevolgschade) or lost profits (gederfde inkomsten).
8.2 The Client indemnifies Nielen Schuman for any third party claims, and related legal assistance or other costs, which are related in any way to the services rendered to the Client, except to the extent such claims are the result of gross negligence (grove nalatigheid) or intentional misconduct (opzet) of Nielen Schuman’s executive staff.
8.3 Nielen Schuman is not liable for any third party services (if any).
9 Applicable law / jurisdiction
9.1 The legal relationship between Nielen Schuman and any Client shall exclusively be governed by, and construed in accordance with, the laws of the Netherlands.
9.2 Disputes between Nielen Schuman and any Client are subject to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.
These General Conditions Nielen Schuman B.V. have been deposited at the Dutch Chamber of Commerce on 9 December 2020 under number 34178341 and can be found on the website of Nielen Schuman, www.nielenschuman.com.