General terms and conditions
1. General
1.1 Advisory B.V. is a limited liability company (besloten vennootschap) with its place of business in Abcoude, The Netherlands, registered with the Chamber of Commerce under number 92980872 (Roes Advisory). Roes Advisory is specialized in providing (advisory) services to private equity firms and portfolio companies.
1.2 These general terms and conditions (T&Cs) apply to all services, including proposals, agreements, and (subsequent) assignments, provided by or to Roes Advisory, unless agreed otherwise in writing. The general terms of the client do not apply, unless agreed otherwise in writing.
1.3 If any provision of these T&Cs is null and void (nietig) or is voided (vernietigd), the other provisions of these T&Cs will remain in full force and effect and will in no way be invalidated, impaired, or affected. In such a case, parties will agree upon a new provision to replace the void or voidable provision that where, and insofar as possible, takes the purpose and scope of the original provision and agreement into account.
2. Engagement
2.1 A services agreement between a client and Roes Advisory will only come into existence when Roes Advisory accepts the request of the client to deliver services. A proposal of Roes Advisory can only be accepted within one month after the date of the proposal unless the proposal explicitly includes another acceptance term.
2.2 Roes Advisory will deliver the services in accordance with good professional practice. Roes Advisory will (partly) work at the office of the client, if agreed in writing. In such case, the client will provide for the facilities (appropriate workplace, internet connection, etc.), as well as working conditions that meet the requirements of, amongst others, Section 7:685 Dutch Civil Code.
2.3 The client ensures that Roes Advisory has access to the data required to deliver the services.
2.4 Roes Advisory can engage persons not affiliated with Roes Advisory (such as (candidate) civil law notaries, attorneys, lawyers, tax consultants, compliance officers, translators and/or other experts) if this is desirable for the provision of the services. The choice of a possible third party to be engaged will be made in consultation with the client. Roes Advisory may accept the terms and conditions applied by such third parties (including possible limitations of liability) on behalf of the client.
2.5 Any liability of Roes Advisory for damage as a result of an act or omission of a third party engaged by Roes Advisory in accordance with paragraph 2.4 above is excluded.
2.6 The scope of Section 7:404 and 7:407 paragraph 2 Dutch Civil Code is excluded from all services governed by these T&Cs.
3. Liability and indemnity
3.1 The total liability of Roes Advisory due to an attributable failure to perform an agreement, wrongful act or another legal ground is (cumulatively) limited to the amount which is paid out in the matter concerned under the liability insurance of Roes Advisory, plus the amount of the applicable excess (eigen risico). If the insurer does not make the payment for whatever reason, each liability is limited to the amount paid by the client to Roes Advisory in connection with the services causing the damages, but only up to a maximum of EUR 5,000 (five thousand euros). The client is solely entitled to claim damages from Roes Advisory for this limited amount.
3.2 Roes Advisory is not liable for damages, of whatever nature, as a result of incorrect and/or incomplete information provided by the client.
3.3 Roes Advisory is not liable for indirect damages suffered by the client, including consequential loss, loss of profits, lost savings, and loss due to business interruption.
3.4 In so far as Roes Advisory receives corporate information regarding the client, or personal data, whether or not as referred to in article 7, Roes Advisory cannot be held liable for (in)direct damage of the client or third parties as a consequence of loss of this information, for example in the event of a hack or other unauthorized access. The client indemnifies Roes Advisory for claims of third parties in this regard, with due observance of the provisions of article 7.
3.5 Each claim for damages expires after 1 (one) year following the day on which the damage became known or was ought to be known by the client.
3.6 The client indemnifies Roes Advisory against any claims of third parties and any other damages suffered by Roes Advisory in connection with the services, to the extent that the damage exceeds the amount that is paid out in the matter concerned under the liability insurance of Roes Advisory, plus the amount of the applicable excess. A third party includes every group company, shareholder, managing director and supervisory director of the client as well as a person working at or for the client. This paragraph is an irrevocable third-party clause.
4. Fees and payment
4.1 Roes Advisory charges fees on the basis of the number of hours worked multiplied with the hourly rate agreed upon with the client, unless agreed otherwise in writing.
4.2 Roes Advisory reserves the right to annually adjust its fees effective January 1st each year, based on the latest Consumer Price Index (CPI) for professional services. Clients will be informed of any fee changes at least 30 days in advance through standard communication channels. Continued use of Roes Advisory’s services after the adjustment date implies acceptance of the new fees.
4.3 If applicable Roes Advisory will charge, in addition to the fees, the applicable out-of-pocket expenses to the client, such as, but not limited to, Chamber of Commerce fees, court fees, travel costs (EUR 0.35 p/km), parking costs, translation fees, and fees of third parties engaged in consultation with the client, unless agreed otherwise in writing.
4.4 Roes Advisory will send an invoice to the client on the 20th day of each calendar month regarding the services provided that have not yet been invoiced.
4.5 All invoices must be paid within 14 (fourteen) days of the invoice date, unless agreed otherwise in writing. Any objections against the amount of the invoices do not suspend the payment obligation of the client.
4.6 In case of an overdue payment the client receives a reminder from Roes Advisory requesting to pay the amount of the relevant invoice within 7 (seven) days. If the client does not pay the invoice within the specified time, the client is in default without further notice, as a result of which Roes Advisory is entitled to charge 1 (one) per cent default interest per month as of the due date of the respective invoice. As of the due date, the client furthermore owes a compensation for all reasonable litigation and extrajudicial costs of at least 15 (fifteen) per cent of the outstanding invoice amount. In addition, Roes Advisory is entitled to suspend all services for the client if the payment term is exceeded without being liable for possible damages as a result of this suspension.
4.7 All amounts are excluding turnover tax (VAT), unless explicitly mentioned otherwise.
5. Confidentiality
5.1 Roes Advisory and the client shall keep confidential all confidential information about each other and/or any confidential information in connection with the engagement.
5.2 Paragraph 5.1 does not apply if disclosure is mandatory pursuant to the law or a binding decision of a court or a government body.
5.3 Roes Advisory will delete all corporate information mentioned in paragraph 3.4 as well as all personal data mentioned in article 7 within 1 (one) month after termination of the services, except in cases where the law prescribes a longer retention term.
6. Termination of the engagement
6.1 The client may terminate the engagement at any time, but only by giving written notice (including email) to Roes Advisory. In case of interim assignments, a notice period of 1 (one) month applies.
6.2 Roes Advisory may terminate the engagement by giving the client a written notice taking into account a notice period of 1 (one) month, or an immediate notice if the client is in default with any of its payment obligations towards Roes Advisory.
6.3 If the engagement is terminated, the client will owe the fees for the services carried out by Roes Advisory before the termination of the engagement as well as for any subsequent work that Roes Advisory may need to do in order to transfer the matter to the client or a third party (to the extent applicable).
7. Personal data
7.1 Terms defined in the General Data Protection Regulation (GDPR) have the same meaning as in this article 7.
7.2 The client indemnifies Roes Advisory against any claims made by third parties and any other damage suffered by Roes Advisory in connection with an alleged unlawful processing of personal data in the course of the engagement to the extent Roes Advisory has received the personal data from the client or at the client’s instruction.
7.3 The client shall provide the data subject with the information on the processing of personal data in the course of the engagement as required under the GDPR. The client will do so within the applicable term under the GDPR.
7.4 Each of the parties shall inform the other without undue delay after having become aware of a personal data breach in connection with personal data processed during the engagement. The client and Roes Advisory will consult with each other before submitting any notification to supervisory authorities and data subjects.
7.5 Each of the parties shall inform the other without undue delay after having become aware of an investigation of a supervisory authority in connection with personal data being processed during the engagement.
8. Intellectual property
8.1 All intellectual property rights relating to all work that has been made available or delivered to the client under the engagement, such as advices, agreements, presentations, study material and other documents, are held by Roes Advisory exclusively. The client may use these documents for the purpose of the engagement and in the ordinary course of business.
8.2 By entering into the engagement, the client approves the use of its corporate name and logo as well as a description of the activities of Roes Advisory in connection with the services provided on her website and resume for publication and promotional purposes.
9. Amendments
9.1 Roes Advisory reserves the right to amend these T&Cs from time to time. Amendments will be effective immediately upon notification to the client. Such notification may occur by any means deemed appropriate by Roes Advisory, including but not limited to, publication on Roes Advisory's website or direct communication to the client. The client's continued use of Roes Advisory's services following such notification will represent an agreement by the client to be bound by the T&Cs as amended. The amended T&Cs will apply to the agreement from the date of such notification.
10. Applicable law and competent court
10.1 All agreements and legal relationships with Roes Advisory are governed by Dutch law. Any dispute is subject to the exclusive jurisdiction of the competent court in Amsterdam, The Netherlands.