General Terms and Conditions of Next Steps Mergers & Acquisitions
Article 1: Applicability and definitions.
These General Terms and Conditions apply to Assignments given to Next Steps Mergers & Acquisitions B.V., hereinafter referred to as "Next Steps".
By granting an Assignment, the Client declares that he is familiar with and agrees to the content and scope of these General Terms and Conditions.
Formation of an Assignment takes place after (electronic) return receipt of an offer or (electronic) Assignment Confirmation signed for approval by the Client.
For the purposes of these General Terms and Conditions, the terms below shall be assigned the meanings specified thereafter:
"Assignment" the Assignment from the Client to Next Steps to perform the Work.
"Client" the party who has given Next Steps Assignment, whether in writing, electronically or orally.
"Work" the work of Next Steps referred to in Article 2.1.
"Proceeds" the total sum of money to be paid by or to the Client under the Agreement, however called.
"Agreement" agreement between Client and a third party regarding the transfer of (part of) (assets of) enterprises or parts of enterprises, companies or shares in companies or the financing thereof.
Article 2: Activities of Next Steps
2.1 Next Steps performs Work in the realization of agreements with regard to the transfer of (part of) (assets of) enterprises or parts of enterprises, companies or shares in companies, all in the broadest sense of the word, asset transactions as well as the financing thereof, including valuations.
Article 3: Liability for fees (and Proceeds).
3.1 The Client shall owe Next Steps as a fee for its Work a fixed hourly rate and/or a fixed fee as set forth in the agreement between the Client and Next Steps.
3.2 In addition, Next Steps' fees may include a success fee.
3.3 The Client will owe the success fee to Next Steps if an Agreement is established between the Client and a third party resulting from the Assignment to Next Steps.
3.4 If the Agreement will not be realized in accordance with the plan as worked out in the agreement between the Client and Next Steps, but an Agreement, or at least a transaction, will be concluded in another way between the Client and a third party, in such a way that the objectives of the Client will be achieved in a similar way, then the Client will also owe the agreed success fee.
3.5 If and to the extent that all or part of the Proceeds in the Agreement are expressed in values or rights other than money, such other values or rights shall, for the purpose of calculating the success fee, be set at an amount equal to their fair market value.
3.6 With due observance of a notice period of two (2) weeks, the Assignment may be terminated in writing (prematurely) at any time, on the understanding that if, within a period of one (1) year after the termination, a transaction is still concluded with a party directly or indirectly put forward by Next Steps, the success fee must still be paid by the Client.
Article 4: Payment
4.1 The Client is obliged to pay the invoices of Next Steps within the term as agreed upon in the agreement between the Client and Next Steps. In default thereof, a payment term of 14 days after the invoice date shall apply.
4.2 The success fee must be paid by the Client no later than the day on which the formation of the Agreement between the Client and a third party takes place.
4.3 If the term of payment is exceeded, the Client will be in default without further summons or notice of default and will owe Next Steps default interest in the amount of 1% of the outstanding amount per month or part thereof. In case of default, the Client will also owe Next Steps the actual costs incurred for collection.
4.4 If the Client does not, not properly, or not timely meet any obligation resulting from an agreement entered into with Next Steps or these general terms and conditions, or if it is subject to serious doubt whether the Client will be able to meet his or her contractual obligations towards Next Steps, Next Steps will be entitled to suspend the agreement in whole or in part, or to dissolve the agreement in whole or in part, without in any way affecting the rights of Next Steps towards the Client under the agreement.
limited and without Next Steps being liable for compensation for damages as a result. Even after termination of the agreement, Next Steps may claim the success fee, under the conditions as included in these general conditions.
Article 5: Information, cooperation and confidentiality
5.1 The Client is obliged to provide Next Steps with all information reasonably required for a proper execution of the Work by Next Steps and to render the necessary cooperation. The Client guarantees the accuracy of the information provided to Next Steps.
5.2 Next Steps undertakes to maintain confidentiality with respect to all information and data concerning the Client and to treat it as confidential, unless providing it to third parties is necessary in the context of the execution of the Assignment granted by the Client to Next Steps.
5.3 External messaging regarding the Assignment and its results will only occur in consultation between and with the mutual consent of the Client and Next Steps.
Article 6: Processing personal data
6.1 Insofar as personal data are processed by Next Steps prior to the realization of the Assignment and/or during the execution thereof, Next Steps will do so in a proper and careful manner, in accordance with applicable laws and regulations, including the General Data Protection Regulation.
6.2 Next Steps shall take all technical and organizational measures to protect personal data against loss or any form of unlawful processing, taking into account the state of the art and the nature of the processing.
6.3 The Client warrants to Next Steps that he will only lawfully make personal data available to Next Steps.
6.4 The Client indemnifies Next Steps for claims by persons whose personal data have been processed by or under the responsibility of the Client, unless the facts underlying such a claim can be attributed to Next Steps.
Article 7: Liability
7.1 Next Steps undertakes to perform the agreed work to the best of its ability. Next Steps is not liable for any damage, of whatever nature, resulting from acts or omissions of Next Steps or its subordinates.
7.2 Notwithstanding the provisions in paragraph 1, the liability of Next Steps or its subordinate(s) is limited to the invoice value of the Assignment, at least to that part of the Assignment to which the liability relates. Next Steps or its subordinate(s) will never be liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business stagnation.
7.3 The liability of Next Steps or its subordinate(s) will in any case always be limited to the amount that in case of payment is obtained from the professional liability insurer of Next Steps, or in case of payment would be obtained from a Dutch damage insurance company, at the usual conditions for corporate liability policies in the branch of Next Steps.
7.4 That which is stipulated in article 7.3. only determines the extent of the liability of Next Steps and its subordinate(s) and does not entail an obligation for Next Steps to take out actual insurance.
7.5 Notwithstanding the statutory limitation periods, the limitation period of all claims (and defenses) against Next Steps and its subordinate(s) is 1 year after the completion / termination of the Assignment.
7.6 The limitations of liability of Next Steps and its subordinate(s) included in this article do not apply if the damage is due to intent or gross negligence of Next Steps or its subordinate(s).
In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes such as illness of employees, malfunctions in computer systems, strikes, foreseen or unforeseen, over which no influence can be exercised.
Article 8: Force Majeure
8.1 Next Steps and the Client will not be bound to fulfill any obligation if they are hindered to do so as a result of a circumstance that is not due to fault, and neither by virtue of the law, a legal act or generally accepted practice is for their account.
8.2 In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, all external causes such as illness of employees, malfunctions in computer systems, strikes, war (threat of war), natural disasters, foreseen or unforeseen, over which no influence can be exercised.
Article 9: Final Provisions
9.1 Deviations from these General Terms and Conditions will only bind Next Steps and the Client if they have been agreed upon in writing.
9.2 The Activities of Next Steps and these general terms and conditions are subject to Dutch law. Disputes between Next Steps and the Principal will initially be submitted to the independent dispute committee of the BOBB. If the dispute cannot be handled or resolved by the Disputes Committee, the judge of the domicile of Next Steps will have exclusive jurisdiction.
Version January 2023