1. Applicability
1.1 Nielen Schuman B.V. is a limited liability company according to Dutch law which advises, supports and supplies services to institutions, companies and/or any other with respect to strategic and/or financial matters relating to the field of corporate finance. These General Conditions are applicable to all assignments, including additional and follow-up assignments, of clients of Nielen Schuman B.V.
2. Assignment
2.1 All assignments are deemed to be given to and, with the exception of articles 7:404 and 7:407 sub 2 Dutch Civil Code, are deemed to be accepted by Nielen Schuman B.V. This principle also applies in cases where it is the explicit or tacit intention of the client to have the assignment carried out by a particular person.
3. Scope and information
3.1 Nielen Schuman B.V. provides corporate finance advice only and our services shall therefore not include, and cannot be interpreted or relied upon as any legal, regulatory, tax, accounting, technical or other advice.
3.2 Any written or oral information or advice to be provided by Nielen Schuman B.V. to the client in connection with its assignment is exclusively for the information of the client and such information or advice shall not be disclosed publicly or made available to third parties without the prior written approval of Nielen Schuman B.V. nor can any such party rely thereon.
3.3 In providing services within the scope of its assignment, Nielen Schuman B.V. does not accept responsibility for the inaccuracy of, or misstatements in, financial, commercial, tax, technical, accounting or other information from or relating to any other party then Nielen Schuman B.V. and any assumptions of such parties based thereon provided to us in connection with our assignment.
4. Fees and disbursements
4.1The total costs of carrying out the assignment by Nielen Schuman B.V. includes fees plus disbursements. The disbursements include the actual costs which are incurred by Nielen Schuman B.V. in carrying out the assignment.
4.2 The fee will be determined by virtue of the actual time spent and by the hourly fee, unless explicitly agreed otherwise between the parties or unless the nature of the assignment implies otherwise.
4.3 Unless explicitly agreed otherwise, Nielen Schuman B.V. has the right to change the aforementioned basic hourly fee, even during the course of the assignment.
5. Payment
5.1Unless agreed otherwise between the parties or unless the nature of the assignment implies otherwise, an invoice will be sent monthly based on the calendar year.
5.2 Unless explicitly agreed otherwise, all payments will be due within a period of fourteen days of the date of the invoice.
5.3 In case an invoice has not been paid within the period mentioned under 5.2, the amount due will bear legal interest.
5.4 In the event of non-payment of any invoices and subsequent to reminder notices duly sent, extra judicial costs of collection of 15% of the amount of the relevant invoice will be due, with a minimum of € 50.
5.5 In case the invoice has not been paid within the set time period, Nielen Schuman B.V. has the right to suspend all activities for the client involved, after prior notification to the client. Nielen Schuman B.V. will not be liable for damages which may occur as a result of this suspension of activities.
5.6 Nielen Schuman B.V. may ask the client, in view of the nature of the services, for an advance payment of fees before Nielen Schuman B.V. 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 Nielen Schuman B.V. treats all information obtained in connection with its assignment in line with normal business practice as being confidential. However, Nielen Schuman B.V. is: (i) free to make any disclosures or announcements to the client in its capacity as corporate finance advisor; (ii) 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, regulatory requirement or request, or necessary in the view of Nielen Schuman B.V. to seek to establish any defence in any legal or regulatory proceeding or investigation or otherwise to comply with its own regulatory obligations; and (iii) is not be obliged to treat any information as confidential which is in the public domain when given or which later comes into the public domain (otherwise than through Nielen Schuman B.V.) or which was already known to Nielen Schuman B.V. prior to its assignment.
7. Professional liability
7.1 Any liability of Nielen Schuman B.V. is limited to a maximum which is equal to three times the relevant received fee (excluding success fees) with a maximum of € 150.000,- and in no event shall Nielen Schuman B.V. be liable for consequential damages (gevolgschade) or lost profits (gederfde inkomsten).
7.2 The client will not hold Nielen Schuman B.V. liable for any third party claims, including a claim for reasonable costs for legal assistance, which will be related in any way to the services rendered to the client, unless such claims are the result of gross negligence (bewuste roekeloosheid) or intentional misconduct (opzet).
7.3 If, in the context of the assignment, and after consultation with the client, services of a third party, not belonging to Nielen Schuman B.V. are required, Nielen Schuman B.V. is not liable for any mistakes made by such parties.
8. Filing
8.1 If and to the extent permitted by law, original documents not relating to Nielen Schuman B.V. will be returned at the request of the client at the end of the assignment.
9. Applicable law / jurisdiction
9.1The legal relationship between Nielen Schuman B.V. and any client shall be governed by, and construed in accordance with, the laws of the Netherlands.
9.2 Disputes between Nielen Schuman B.V. and any client are subject to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.
These General Conditions have been deposited at the Chamber of Commerce in Amsterdam on 5 October 2012 under number 34178341 and can be found on the website of Nielen Schuman B.V., www.nielenschuman.com.