1. Dutch Debt Advisors B.V. (Dutch) is a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, whose object is to advise and assist on all sorts of corporate finance transactions. 

 

2. All client assignments are considered by Dutch to have been given to it as an organization, also when the client expressly or implicitly intends the assignment to be performed by a specific person. The applicability of articles 7:404, 7:407 paragraph 2 and 7:409 paragraph 1 of the Dutch Civil Code is excluded. 

 

3. The services provided by Dutch explicitly exclude any legal, regulatory, tax, accounting or technical advice. Any advice provided by Dutch is exclusively provided on behalf of the client and shall not be made available to third parties or be disclosed publicly, nor can any third party rely on such advice. 

 

4. Dutch shall treat all information obtained from the client in connection with an assignment strictly confidential. Such information shall only be shared with third parties that are not at any time engaged with respect to the specific assignment after prior written approval of the client, such approval not to be unreasonably withheld. The obligation to treat all information confidential does not apply to the extent that (i) such obligation conflicts with applicable law or with any rules or judgments rendered by any governmental institution, (ii) according to Dutch, sharing such information is necessary to defend its legal position in any legal proceedings and/or investigations, or (iii) at the date of acceptance of an assignment or thereafter such information is public knowledge otherwise than through unlawful disclosure of which Dutch at the time of disclosure was or could reasonably have been aware that it was unlawful. 

 

5. If the information relates to personal data within the meaning of the regulation ‘Algemene Verordening Gegevensbescherming’, the party shall process the information in accordance with this regulation and shall also report any breaches of the security of the information in accordance with this regulation. 

 

6. The total costs of carrying out the assignment by Dutch includes fees plus disbursements. The disbursements include the actual costs which are incurred by Dutch in carrying out the assignment. Dutch’s fee will be determined by virtue of the actual time spent times the agreed hourly fee. Success fees will be determined separately. Dutch is entitled to solely adjust the agreed hourly fee during the course of an assignment if and when Dutch believes that there is reasonable ground for such adjustment. 

 

7. Invoices will be sent by the end of each calendar month. All payments will become due and payable within a period of fourteen days of the date of invoice. 

 

8. If, in the context of the performance of an assignment, an event occurs which leads to liability of Dutch, then such liability shall be limited to the amount which is equal to two (2) times the relevant received fee (excluding success fees) with a maximum of EUR 150.000. Dutch can not be held liable for indirect damages (indirecte schade), consequential damages (gevolgschade) or loss of profits (gederfde winst), except in case of willful misconduct (opzet) or gross negligence (grove schuld). 

 

9. Dutch stores all information received from the client and stores it carefully and – if applicable – with due observance of the provisions of the regulation ‘Algemene Verordening Gegevensbescherming’. Dutch takes all reasonable measures to prevent the loss of / unwanted access to this information (for example due to viruses, technical malfunctions, cyber crime and the like). 

 

10. Dutch is never liable for damage suffered by the client as a result of the loss or destruction of this information – whether or not due to cyber crime – unless this is due to intent and / or deliberate recklessness on the part of Dutch or arising from the regulation ‘Algemene Verordening Gegevensbescherming’. Unless the parties agree otherwise, the client always keeps the original or a copy / back-up of the information provided to Dutch. 

 

11. These General Conditions apply to every assignment accepted by Dutch, including supplemental and follow-up assignments. These General Conditions are available in the Dutch and English language. In case of any discrepancy as to the contents and purport of these General Conditions, the Dutch text shall take precedence. 

 

11. These General Conditions apply to every assignment accepted by Dutch, including supplemental and follow-up assignments. These General Conditions are available in the Dutch and English language. In case of any discrepancy as to the contents and purport of these General Conditions, the Dutch text shall take precedence. 

 

11. These General Conditions apply to every assignment accepted by Dutch, including supplemental and follow-up assignments. These General Conditions are available in the Dutch and English language. In case of any discrepancy as to the contents and purport of these General Conditions, the Dutch text shall take precedence. 

 

12. The provisions in these General Conditions are made for the benefit not only of Dutch, but also of all persons working for Dutch and all third parties engaged by Dutch in carrying out an assignment. 

 

13. Dutch shall take the necessary due care in selecting third parties to be engaged in carrying out an assignment and shall, insofar as possible, consult with the client in advance about such engagement. Dutch however is not liable for any acts or omissions of third parties, except in case of willful misconduct (opzet) or gross negligence (grove schuld) on behalf of Dutch. The client hereby authorizes Dutch to accept any limitations of liability of third parties on its behalf. 

 

14. The legal relationship between Dutch and its clients shall be governed by Dutch law. Any dispute shall be exclusively submitted to the competent court in Amsterdam, the Netherlands. 

 

Dutch Debt Advisors B.V. has its corporate seat in Utrecht, the Netherlands and is registered with the Dutch trade register under number 64168468