GENERAL TERMS AND CONDITIONS OSCF BV

General terms and conditions for the provision and remuneration of services of OSCF BV, currently established and with offices at Laan van Kronenburg 14, 1183 AS Amstelveen and registered with the Chamber of Commerce under number [34133096] (the “Terms and Conditions”).

 

1. DEFINITIONS

In these General Terms and Conditions:

 

• Modest: all items made available to the Contractor by the Client as well as all items produced by the Client in the context of the performance of the Assignment, including documents and/or other data carriers.
• Quotation: the written offer provided by the Contractor to the Client, in which the Work to be performed is described, as well as the fee due.
• Client: the natural or legal person who has instructed the Contractor to perform Work. In these General Terms and Conditions, “Client” also includes all (legal) persons or companies affiliated with the Client.
• Contractor: OSCF BV
• Assignment/Agreement: the assignment agreement between the Client and the Contractor, whereby the Contractor commits itself to the Client to perform work. In these General Terms and Conditions, each partial assignment is regarded as a separate assignment to perform Work. In these General Terms and Conditions, “Assignment” should therefore be understood to mean “partial assignment” where appropriate.
• Parties: the Contractor and the Client jointly.
• Transaction: an agreement - in whatever form and under whatever name - aimed at a merger of companies or at a transfer or acquisition of control over or of a (minority) interest in (parts of) a company, regardless of the way in which that merger, transfer or acquisition takes place.
• Transaction date: the date on which the Transaction is concluded, ie on which agreement is reached between the Client and (a) third party(ies) about the Transaction.
• Transaction Fee: the fee owed by the Client to the Contractor for the conclusion of the Transaction.
• Transaction value: the total amount owed by (a) third party(ies) to the Client or by the Client to (a) third party(ies) due to the conclusion of the Transaction, regardless of the way in which that amount is composed or paid.
• Activities: all activities for which an order has been given or which are carried out by the Contractor for other reasons. The foregoing applies in the broadest sense of the word.

 

2. APPLICABILITY

• These General Terms and Conditions apply to all Quotations, Agreements and Activities.
• General terms and conditions of the Client are not accepted by the Contractor, unless the acceptance thereof has been confirmed in writing by the Contractor. The general terms and conditions of the Client will only have effect with regard to the Agreement insofar as they do not conflict with these general terms and conditions. In case of doubt about the presence of such a conflict, the present general terms and conditions shall prevail.
• Provisions deviating from these general terms and conditions only apply if they have been agreed in writing.
• The possible non-applicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.

 

3. DURATION AND CONCLUSION OF AGREEMENT

• Each Quotation remains valid for a period of fourteen days after the date of the Quotation, unless another period of validity is expressly stated in or in connection with the Quotation or it is determined that the Quotation is without obligation.
• Each quotation issued by the Contractor is exclusively based on information provided by the Client.
• The Agreement between the Client and the Contractor is concluded in one of the following ways and times:
  • or, if the Contractor has issued a Quotation to the Client, at the time when the Client has accepted the Quotation;
  • or, if no Quotation has been made by the Contractor to the Client, at the time when the Contractor commences the performance of the Work.

Nevertheless, each of the Parties is free to prove that the Agreement was concluded in a different manner and/or at a different time.

• The Agreement is entered into for an indefinite period, unless the Parties have expressly agreed otherwise in writing or it follows from the content, nature or purpose of the Assignment that the Agreement has been entered into for a definite period.

 

4. COOPERATION CLIENT

• The Client is obliged to make available to the Contractor all Documents that the Contractor considers necessary for the proper performance of the Assignment in a timely manner and in the desired form and manner.
• The Client is obliged to provide the Contractor of its own accord with all information of which the Client knows or should reasonably know that it is necessary or useful for the correct performance of the Assignment.
• The Client guarantees the correctness, completeness and reliability of the information and Documents made available to the Contractor, even if these originate from third parties.
• If the execution of the Assignment is delayed because the Client does not fulfill its obligations referred to in Article 1 and/or Article 4.2 or the Documents or information provided by the Client do not comply with the provisions of Article 4.3, all resulting (additional) costs will be for account of the Client and the Contractor is authorized to charge (additional) fees to the Client for all resulting (multiple) Activities.

 

5. EXECUTION ASSIGNMENT

• The Contractor performs the Work with due observance of the applicable laws and regulations and the professional and/or code of conduct applicable to it (including NIRV), which must always be fully respected by the Client.
• The Contractor explicitly gives no guarantee with regard to the achievement of any intended result of the Work performed. The Contractor only has a best efforts obligation.
• Where possible, the Contractor takes into account timely and responsible instructions from the Client regarding the performance of the Work.
• The Contractor is only authorized to engage third parties in the performance of the Assignment if there is agreement on this between the Parties, unless it follows from the content, nature or purport of the Agreement that the Contractor is also authorized to do so without such agreement.
• If the Client wishes to involve third parties in the performance of the Assignment, it is only authorized to do so after written agreement has been reached between the Parties.
• The periods stated by the Contractor for the performance of the Assignment are always target periods, unless the Parties have expressly agreed otherwise in writing or it follows from the content, nature or purport of the Assignment that those periods have a fatal character.
• If during the performance of the Assignment work has been carried out that does not fall under the Work to be performed under the Agreement, the relevant notes in the Contractor's records will be presumed to have been carried out under (additional) assignment, provided that these notes relate (among other things) to consultations held between the Contractor and the Client (partly) in connection with the said activities.

6. EXCLUSIVITY AND SECRECY

• During the performance of the Assignment, the Client will refrain from any – direct or indirect – contact with third parties, insofar as that contact relates to (any willingness to) enter into the Transaction. If the Client is approached directly – ie other than through the intermediary of the Contractor – by a third party regarding (the possible willingness to) enter into the Transaction, it will immediately inform the Contractor thereof. During the performance of the Assignment, the Client will also refrain from granting a similar assignment to a third party.
• The Contractor is obliged to maintain the confidentiality of the existence and content of the Assignment, the Documents provided by the Client as well as the written or oral results of the Work performed by the Contractor under the Assignment, including advice, reports, reports and plans. This duty of confidentiality does not apply if and insofar as the information and/or results referred to are intended for publication or if the Contractor is obliged to disclose or disclose the information pursuant to statutory provisions or professional rules. Furthermore, the duty of confidentiality does not apply to third parties engaged in the performance of the Assignment as referred to in 4 and 5.5.
• Opdrachtnemer is zonder voorafgaande schriftelijke toestemming van Opdrachtgever niet bevoegd de door Opdrachtgever verstrekte informatie noch de in artikel 6.2. bedoelde resultaten voor een ander doel te gebruiken dan waarvoor zij krachtens inhoud, aard of strekking van de Opdracht bestemd zijn. Het voorgaande lijdt uitzondering ingeval Opdrachtnemer voor zichzelf optreedt in een tuchtrechtelijk of gerechtelijke procedure, waarbij verstrekking van de betreffende gegevens naar zijn oordeel voor hem van belang kan zijn. Voorts is Opdrachtnemer bevoegd de betreffende gegevens te gebruiken voor statistische doeleinden, mits daarbij niet op enige wijze blijkt of kan blijken dat de gegevens betrekking hebben op Opdrachtgever.
• Opdrachtnemer is gehouden zijn uit artikel 6.3. en artikel 6.2 voortvloeiende verplichting eveneens op te leggen aan door hem ter uitvoering van de Overeenkomst ingeschakelde derden.
• Without prior permission from the Contractor, the Client is not authorized to inform third parties in any way whatsoever about the performance of the Assignment, including the manner in which, the means with which and the persons by whom the Assignment is performed.

 

7. INTELLECTUAL OWNERSHIP

 

• The Contractor reserves all rights with regard to products of the mind that it uses or has used in the context of the implementation of the Agreement, insofar as rights can exist or be established on those products in a legal sense.
• The Client is expressly prohibited from multiplying, disclosing or exploiting those products, including computer programs, analyses, techniques, working methods, advice, (model) contracts and other intellectual products, whether or not with the involvement of third parties.
• The Client is not permitted to publish these products or hand them over to third parties, other than to obtain an expert opinion on the Work of the Contractor.

8. FEE

• The fee for the Work to be performed under the Agreement will be calculated on the basis of the time spent on that Work multiplied by the hourly rate applied by the Contractor and is exclusive of turnover tax. Unless the Parties have expressly agreed otherwise in writing, the costs incurred in the context of the Agreement – including travel and accommodation costs and other 'out-of-pocket' expenses, as well as the costs of third parties engaged in the performance of the Assignment – are not included in the included in the fee and they will be charged separately to the Client. The fee becomes due as the Work is performed. The payment of the fee does not depend on the results of the Work performed under the Agreement.
• The fee, if applicable, increased by the costs referred to in Article 1, will be charged to the Client on a monthly basis, unless the Parties have expressly agreed otherwise in writing.
• In the event of premature termination of the Assignment, the Client is obliged to pay in full the fee due for the Work performed up to the termination of the Agreement, increased where appropriate by the costs referred to in Article 1.
• In the event of a share transaction, the Contractor is authorized to submit its outstanding invoices to the civil-law notary and to have them settled on the transaction date.

9. TRANSACTION FEE

• If a Transaction Fee has been agreed between the Parties, the following provisions apply:
  • the amount of the Transaction Fee is determined on the basis of the Transaction Amount and with due observance of what has been agreed in writing between the Parties regarding the calculation of the Transaction Fee;
  • the Transaction Fee is exclusive of sales tax and is payable by the Client with effect from the Transaction Date.
• Except in the event that the Assignment explicitly relates to the alienation of a minority interest in a company, the determination of the Transaction Amount will always be based on the alienation of the entire interest in the company in question. If the Client - contrary to what would have been the case according to the Assignment - retains part of the interest in the company, the Transaction Amount will be increased for the calculation of the Transaction Fee by the value of the non-transferred part of the interest in the company, where applicable, the value of that part is based on the price per share that the third party owes for the shares that have been transferred, multiplied by the number of shares that have not been transferred. The foregoing applies mutatis mutandis to the alienation of a company.
• For the calculation of the Transaction Fee, the Transaction Amount also includes: the share value, repayment of intercompany loans/overdrafts, interest-bearing debts, working capital/stock adjustments and dividend payments made in the context of the Transaction.
• If the Transaction is not effected or has to be reversed because the permission required under national or international regulations for the execution of the Transaction – irrespective of the manner in which and the form in which that permission is granted – is refused by the competent authority or because the procedure required for obtaining the permission referred to above is not continued or terminated prematurely or the restrictions or conditions attached to that permission are not observed, the Client is in any event a remuneration for the services provided by the Contractor pursuant to the Work performed by the Assignment is due, to which the provisions of 8.1 and 8.3 apply mutatis mutandis.

10. PAYMENT

• Payment of the invoice amount by the Client must be made within fourteen (14) days after the invoice date, in Euros, at the office of the Contractor or by means of a deposit to a bank account to be designated by the latter and insofar as the payment relates to Work. , without any discount or set-off.
• If an invoice has not been paid in full after the term referred to in paragraph 1 has expired:
  • the Client is in default by operation of law and the entire outstanding claim will be immediately due and payable;
  • the Client owes the Contractor interest on the entire claim in the amount of the statutory interest in accordance with art. 6:119/119a Dutch Civil Code;
  • and the Client, after having been warned to do so by the Contractor, fails to meet its payment obligations for a period to be determined by the Contractor, the costs associated with taking judicial and extrajudicial collection and/or enforcement measures (including the costs of a bankruptcy petition) at the expense of the Client. The aforementioned extrajudicial costs amount to at least 15% of the outstanding claim(s) with a minimum of €25. The Contractor reserves the right to claim reimbursement of the costs actually incurred.
• At the discretion of the Contractor, in the foregoing or similar circumstances, without further notice of default or judicial intervention, the agreement can be dissolved in whole or in part, whether or not combined with a claim for compensation.
• If the Client has not fulfilled its payment obligations on time, the Contractor is authorized to suspend the fulfillment of the obligations entered into towards the Client until payment has been made or proper security has been provided for this. The same already applies to the moment of being in default/absence if the Contractor has a reasonable suspicion that there are reasons to doubt the creditworthiness of the Client.
• Payments made by the Client always serve to settle all interest and costs owed and subsequently the due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
• In the case of a joint assignment, the Clients are jointly and severally liable for the payment of the invoice amount, insofar as the Work has been performed for the benefit of the joint Clients.

11. TERMINATION

• Each of the Parties is at all times authorized to terminate the Agreement with immediate effect by giving notice, unless the Parties have agreed otherwise in writing. Cancellation must be made in writing and properly motivated.
• If the Agreement – for whatever reason – is terminated before the Transaction is concluded, the Client will owe the Contractor a fee as referred to in Article 1 for all Work performed by the Contractor in the context of the Agreement:
  • if the Agreement has been terminated by the Client, unless there is such a shortcoming by the Contractor in the fulfillment of its obligations arising from the Agreement that a dissolution of the Agreement would be justified;
  • if, as a result of circumstances attributable to the Client, the Contractor is no longer able to perform the Agreement as agreed by the Parties, regardless of who terminated the Agreement, this without prejudice to the Contractor's right to compensation for damage caused by the is the result of the termination of the Assignment in the cases referred to above, whereby the amount of the damage is set at a maximum of the amount of the Transaction Fee.
• The Contractor retains the right to the Transaction Fee if, within two years after termination of the Agreement, a Transaction is concluded in which the Client is involved – directly or indirectly – as a party, and that Transaction has been partly due to the Contractor's Work during the term of the Agreement. prepared.

12. LIABILITY

• The Contractor's liability for damage suffered by the Client, which is caused by late, incomplete or improper performance of the Assignment, is limited to:
  • or, if no Transaction Fee has been agreed between the Parties, a maximum of three (3) times the amount of the fee charged by the Contractor to the Client for the performance of the Work in which the cause of the damage lies, on the understanding that only the fee that relates to the last twelve (12) months in which those Activities were performed and up to a maximum of EUR 1,000,000 (in words: a million euros);
  • or, if a Transaction Fee has been agreed between the Parties, a maximum of three (3) times the amount referred to in Article 1.1 or a maximum of one (1) time the amount of the Transaction Fee paid by the Client to the Contractor, on the understanding that the liability is limited to a maximum EUR 1,000,000 (in words: a million euros).

Any compensation owed by the Contractor to the Client will never exceed the amount for which the liability of the Contractor is covered by insurance, if applicable. The foregoing is subject to exception in the event of intent or equivalent gross negligence on the part of the Contractor. In this and the following provisions of this article, the term Contractor also includes its employees as well as any third parties engaged by the Contractor in the performance of the Assignment.

• The Contractor is not liable for damage caused because the Client has not fulfilled its obligations arising from Article 1 and Article 4.2 or because the information provided by the Client does not comply with what it guarantees under Article 4.3, unless this damage is also caused by intent or equivalent gross negligence on the part of the Contractor.
• Furthermore, the Contractor is not liable for damage caused by acts or omissions of third parties involved by the Client in the performance of the Assignment as referred to in Article 3, unless that damage was also caused by intent or equivalent gross negligence on the part of the Contractor.
• The Contractor is also not liable for damage that could only have been prevented by an act or omission that would have been contrary or incompatible with the professional rules or rules of conduct applicable to the Contractor, unless this damage was caused by intent or equivalent gross negligence on the part of the Contractor. .
• The Contractor is also always authorized to limit or undo the damage suffered by the Client as much as possible, for which the Client will fully cooperate.
• The Client indemnifies the Contractor against claims from third parties in respect of damage that is related to or ensues from the Assignment performed by the Contractor, if and insofar as the Contractor is not liable to the Client for this on the basis of the provisions in this article.

13. EXPIRY PERIOD

• If the Client is of the opinion that the Contractor has not performed the Agreement in time, in full or properly, the Client is obliged to notify the Contractor of this immediately by registered letter and to file the claims based thereon within a period of one year after the date of said letter. in court, failing which all its rights and claims for whatever reason with regard to late, incomplete or improper performance of the Agreement will lapse by the expiry of the aforementioned period of one year.

14. PROTECTION OF PERSONAL DATA

• When collecting and (further) processing personal data in the context of the agreement of or for the benefit of the Client, the Contractor will comply with the General Data Protection Regulation (AVG), the AVG Implementation Act and, from its entry into force, the ePrivacy Regulation and related comply with legal and regulatory obligations and take appropriate protective measures.
• If, in its opinion, the Contractor must be regarded as a processor within the meaning of the GDPR, the Client will enter into and sign a written processing agreement with the Contractor at the first request of the Contractor in addition to the provisions of this article, in accordance with the model to be supplied by the Contractor.

 

15. PUBLICITY

• After the Transaction has been concluded, the parties will announce the services provided by the Contractor via the media or otherwise to the public or third parties. The parties will coordinate the content of such announcements and the manner in which these announcements are made in mutual consultation.

 

16. APPLICABLE LAW AND DISPUTES

• All legal relationships between the Contractor and the Client to which these General Terms and Conditions apply are governed by Dutch law.
• All disputes between the Contractor and the Client will in the first instance be submitted exclusively to the competent court in the District of Amsterdam.