Terms & Conditions

GENERAL TERMS AND CONDITIONS

These general terms and conditions are used by Corbel Partners B.V. with registered office and principal place of business in ’s-Hertogenbosch, entered in the commercial register of the Chamber of Commerce under number 69568588.

Article 1. Definitions

In these General Terms and Conditions, the following terms are defined as stated below:

Corbel: Corbel Partners B.V., its legal successor(s) and/or the (legal) persons it has appointed, as well as group companies belonging to this company, within the meaning of Article 24b, Book 2 of the Dutch Civil Code.;

Client: any (legal) person that places an order/concludes an agreement with Corbel.

Article 2. Applicability

2.1 These general terms and conditions apply to all agreement closed between Client and Corbel.

2.2 Orders are exclusively accepted by Corbel, even if it is the express or implied intention that an order is executed by a particular person. Notwithstanding Articles 404, 407 paragraph 2, and 409, Book 7 of the Dutch Civil Code, the advisors and others working for or for the benefit of Corbel, whether in employment or otherwise, are not personally bound or liable, even if the order has been granted with a view to a specific person.

2.3 Notwithstanding the above, these general terms and conditions are also stipulated for the benefit of all third parties that are engaged, whether in employment or otherwise, in the performance of an order or that is or may be liable in connection therewith.

2.4 The applicability of any general (purchase) terms and conditions of a Client is excluded.

2.5 If any provision of these general terms and conditions is invalid or nullified, the remaining provisions of the general terms and conditions shall remain in full force. In that case, the Parties shall be required to replace the invalid or nullified provision by consultation, taking account of the purpose of the invalid or nullified provision to the maximum extent possible.

2.6 Derogations from - or additions to - these general terms and conditions or an agreement to which they may apply, may only be agreed in writing.

2.7 In the event of any conflict between these general terms and conditions and a written agreement entered into between Corbel between and the Client, the provisions of the agreement shall prevail.

Article 3. Orders

3.1 The Client warrants that it provides Corbel - on request or otherwise - with all information and documents of which it knows or may reasonably suspect that this is or may be of importance to the performance of the order. The Client guarantees the correctness and authenticity of the information and documents provided by or on its behalf.

3.2 The Client accepts that Corbel is required to comply with applicable laws and regulations in accepting and performing its orders, such as the Money Laundering and Terrorist Financing (Prevention) Act (Wwft).

3.3 Corbel shall at all times be authorized and entitled to outsource the full or partial performance of the order to third parties. Corbel is authorized to accept on behalf of the Client conditions applicable to the relationship between itself and the third party or which are stipulated by the third party.

3.4 Corbel shall only accept best efforts obligations and never result-based obligations.

3.5 The delivery times specified by Corbel do not constitute a deadline. Exceeding these gives no entitlement to compensation.

3.6 The intellectual property rights in respect of all works produced by Corbel shall at all times remain the property of Corbel. Corbel shall at all times be entitled to state its name on or with the work it has produced.

3.7 The performance of the orders issued shall solely be carried out for the benefit of the Client. Except with express written consent of Corbel, no party other than the Client may rely on the results of the work carried out for the Client or the performance thereof and they may not derive any rights therefrom.

3.8 Except with the written consent of Corbel, the Client is prohibited, for the duration of the order and for a period of fourteen (14) months after termination of the order, to cause an advisor directly or indirectly, independently or in employment or in any other way, to perform work, other than pursuant to an agreement entered into between Corbel and the Client. Within the meaning of this provision, Client shall also include its legal successor(s) and/or the (legal) persons it has appointed, as well as group companies belonging to this company, within the meaning of Article 24 (a, b and c), Book 2 of the Dutch Civil Code. In the event of a violation of this prohibition, the Client shall forfeit, without requiring a written notice of default, an immediately payable fine of an amount equal to the fee for a period of sixty (60) days due to Corbel at the rates applicable at the time of the violation, without prejudice to the other legal rights of Corbel, as for example the right to additional damages.

Article 4. Fees and payments

4.1 Unless expressly agreed otherwise in writing, the fee to which Corbel is entitled is determined by the number of hours worked on the performance of the order, multiplied by the applicable hourly rate or a predetermined day/half-day fee. The hourly rate or day/half-day fees are adjusted periodically, usually per month.

4.2 The hourly or day/half-day fee for intermediary services depends on the experience of the interim professional engaged and the nature and importance of the order.

4.3 The rates specified in offers and order confirmations are, unless otherwise stated, in euros, excluding VAT, excluding travel, accommodation and other expenses.

4.4 Corbel shall at all times be entitled to charge advances and/or require security for the payment of its claims and to suspend the fulfillment of its obligations until the Client has paid such advances or has furnished the requested security. If the Client fails to pay such an advance or to furnish security, Corbel shall be entitled to terminate the agreement. All damage sustained by Corbel resulting from this suspension and/or termination shall be reimbursed by the Client.

4.5 Corbel will invoice Client for the fees it is entitled to usually monthly in arrears.

4.6 Unless otherwise agreed in writing, payment must be made within fourteen (14) days after the invoice date, failing which the Client shall be legally in default. The Client is not entitled to suspension or setoff.

4.7 The claim for payment of all amounts due to Corbel is immediately due and payable if and as soon as the Client is in default in respect of Corbel, if and as soon as control of the Client changes - by means of a change of management, share transfer or otherwise - , as well as when the Client fully or partially ceases activity or disposes of the company in any way, is declared bankrupt, applies for a suspension of payment, the Debt Rescheduling Natural Persons Act (WSNP) has been declared applicable, an application for a guardianship order has been submitted, (part of) his property is seized, and when (part of) his assets are put under administration or the Client otherwise has lost the power to dispose of its assets or part thereof, and furthermore when the Client - if it is a general partnership or private limited company - is in liquidation or is dissolved.

4.8 The Client is liable for all actual extrajudicial costs Corbel has to make in order to collect the invoice.

Article 5. Termination

5.1 The Client is only entitled to end the agreement with Corbel with respect to a notice period of one (1) month. During this notice period the full fee will be due to Corbel.

5.2 Corbel is entitled to terminate the agreement immediately, without being liable for possible damages, if the Client is in default in respect of Corbel, if and as soon as control of the Client changes - by means of a change of management, share transfer or otherwise - , as well as when the Client fully or partially ceases activity or disposes of the company in any way, is declared bankrupt, applies for a suspension of payment, the Debt Rescheduling Natural Persons Act (WSNP) has been declared applicable, an application for a guardianship order has been submitted, (part of) his property is seized, and when (part of) his assets are put under administration or the Client otherwise has lost the power to dispose of its assets or part thereof, and furthermore when the Client - if it is a general partnership or private limited company - is in liquidation or is dissolved.

Article 6. Complaints

Complaints regarding invoices must be submitted in writing and send to the following (e-mail)address: contact@corbelpartners.com, accompanied by a statement of reasons, to Corbel within fourteen (14) days after the invoice date, failing which the rights of the Client in this regard shall lapse. Complaints about invoices do not give the Client the right to suspend its payment obligations.

Article 7. Liability

7.1 Corbel is never liable for claims of the Client, except in cases of deliberate intent or willful recklessness.

7.2 Nevertheless, if Corbel is liable towards a Client, any liability of Corbel towards the Client, irrespective of the basis for liability, shall be limited to the amount the liability insurer of Corbel pays in such case, plus the amount of the deductible. Corbel is insured for liability for the amounts and conditions customary within the industry. A copy of the policy will be provided upon request.

7.3 Corbel is never liable for indirect damages such as lost profits or other indirect losses.

7.4 The Client indemnifies Corbel for claims of third parties as a result of the execution of the agreement between Corbel and the Client.

Article 8. Law and forum

8.1 The agreement between the Client and Corbel and all agreements as a result hereof is solely governed by Dutch law.

8.2 All disputes between the Client and Corbel will be solely settled by the Court Oost-Brabant in ‘s-Hertogenbosch (the Netherlands).