Terms and conditions
Hermes Advisory B.V.
1251 BC Laren
www.hermes-advisory.com KvK nummer 54071410
General Terms and Conditions of Hermes Advisory B.V.
- Hermes Advisory B.V. is a private company incorporated under Dutch law which has made the following its objects:
- Providing advisory services to companies, governments, organisations and/or
- Private individuals, which includes providing advice on financial and/or operational matters (such as restructuring, financing and refinancing), valuation issues (such as the valuation of assets and goodwill, the valuation of undertakings in the event of transfer, and assessing financial losses or direct trading loss) and integrity issues (such as preventative and repressive fraud investigation);
- Performing or commissioning the performance of interim engagements on the instructions of companies, governments, organisations and/or private individuals;
- Incorporating, acquiring and disposing of companies and undertakings, acquiring and disposing of interests therein and managing or commissioning management, acting as director or arranging executive management of and supervising companies and undertakings and financing or arranging financing thereof.
- A list of the shareholders in Hermes Advisory B.V. and of the persons who hold shares in Hermes Advisory B.V. via their respective holding companies – which persons are also referred to as “partners” in international parlance – will be sent on request.
- The provisions in these general terms and conditions have been prepared not only for the benefit of Hermes Advisory B.V. but also for the benefit of all “partners” (as referred to above) and all other persons who work for Hermes Advisory B.V., and for all persons who are engaged in the performance by Hermes Advisory B.V. of any assignment, and all persons for whose actions or omissions Hermes Advisory B.V. could be liable.
- Acceptance of assignments
4.1. All assignments are exclusively accepted and performed by Hermes Advisory B.V. This applies even if it is the explicit or tacit intention that an assignment will be performed by a specific person. The applicability of article 7:404 of the Dutch Civil Code, which provides a regime for the latter event, and of article 7:407 (2) of the Dutch Civil Code, which establishes joint and several liability for cases in which an assignment is granted to two or more persons, is explicitly excluded.
4.2. Hermes Advisory B.V. is free to have assignments granted to it performed under its responsibility by “partners” (as referred to above) and employees of Hermes Advisory B.V. designated by it, and in particular cases to have assignments granted to it performed via the engagement of third parties.
4.3. Hermes Advisory B.V. will exercise the care of a good contractor when performing the assignments granted to it, when performing all work and when selecting the other persons it intends to engage in the performance.
4.4. If Hermes Advisory B.V. the obligations under the agreement cannot, not timely, or not properly fulfill due to force majeure, then those obligations are suspended until the time that Hermes Advisory B.V. is still able to meet these obligations as agreed.
- Performance of assignments
5.1. If the performance of an assignment by Hermes Advisory B.V. results in liability of Hermes Advisory B.V., this liability will always be limited to the amount that is paid out in the particular case under Hermes Advisory B.V.’s relevant applicable liability insurance, plus the amount of the excess that is at Hermes Advisory B.V.’s expense in the particular case pursuant to the applicable insurance agreement.
5.2. If, for whatever reason, no payment takes place under the insurance, any liability is limited to the amount charged by Hermes Advisory B.V, including VAT. in the particular case, up to a maximum of EUR 50,000 (including VAT).
5.3. Hermes Advisory B.V. is authorised to accept on the client’s behalf any limitations of liability stipulated by third parties as referred to in clause 3. Any liability on the part of Hermes Advisory B.V. for a failure by a third party is limited to the amount that the client could have received in the event of a direct claim against the third party.
6.1. Payment of the amounts due by the client to Hermes Advisory B.V shall, without the right to any deduction, discount or setoff always take place within 14 days after invoice date, in the manner to be indicated by Hermes Advisory B.V. and in the currency specified in the invoice, unless stated otherwise in writing by Hermes Advisory B.V. Hermes Advisory B.V. has the right to invoice periodically. Hermes Advisory B.V. always reserves the right to provide the final report to the client after all its invoices have been paid.
6.2. If the client fails to pay an invoice on time, the client is in default by operation of law. In such case, the client owes interest of 1% per month, unless the statutory interest rate is higher, in which case the client owes the statutory interest. The interest on the exigible amount will be calculated from the moment that the client is in default until the moment of payment in full of the amount owed.
6.3. If the client is in default or has failed to comply with its obligations (or do so on time), all reasonable costs to obtain satisfaction outside of court are at the client’s expense.
The extrajudicial costs will be calculated based on what is customary in Dutch collection practice, which is currently the calculation method according to the Rapport Voorwerk II. If Hermes Advisory B.V. has incurred higher collection costs which were reasonably necessary, however, the actual costs incurred are eligible for reimbursement. Any court costs and enforcement costs incurred will also be recovered from the client. The client is also liable for the interest on the collection costs owed.
- Electronic communication
We would like to communicate with you electronically. As you are aware, however, the electronic transmission of data is not guaranteed to be secure or free of error and such data can be lost or intercepted, corrupted or destroyed, delivered too late or incomplete or be otherwise negatively affected or unsafe for use. Accordingly, we use procedures considered professionally sound to check for the most common viruses at any given moment before we send the data electronically. Regardless of any contract, guarantees or confirmations, liability of Hermes Advisory B.V., its partners, employees and/or other representatives is excluded on any grounds whatsoever (including contracts, wrongful act – including negligence – or otherwise) in relation to errors or omissions resulting from or concerning the electronic transmission of data to you and the trust you place in these data, including (but not limited to) the actions and omissions of our service providers. This exclusion of liability will not apply to us if the actions, errors or omissions are the result of criminal, dishonest or fraudulent conduct on the part of our partners, employees or other representatives. Please inform us if you do not want us to communicate with you electronically. If the communication relates to an important topic and you are concerned about the possible consequences of electronic transmission, do not hesitate to ask us for a printed copy. If you would like us to send all or certain documents password protected, please inform us of this so that we can take the necessary measures.
- These general terms and conditions have been drawn up in Dutch and English. In the event of a dispute on the content or purport of these general terms and conditions, the Dutch text is binding.
- Insofar as the engagement letter or these general terms and conditions do not provide otherwise, rights of claim and other powers of the client shall lapse from any grounds whatsoever towards Hermes Advisory B.V., in any event after one year after the moment the client became known or could reasonably have been aware of the existence of these rights and / or powers.
- The legal relationship to which these general terms and conditions apply is governed by Dutch law. Disputes will be settled, at the discretion of the claimant party, by the District Court in Amsterdam. If Hermes Advisory B.V. is the claimant party, it can, in derogation from this, submit the dispute to the foreign court where the client is admissible.
- Privacy. Hermes Advisory B.V. processes personal data of (contact persons of) its clients to (i) execute the agreement and provide the services to the client; (ii) if permission has been obtained from the client for this; (iii) to comply with its legal obligations; and (iv) if there is a legitimate interest in doing so. Hermes Advisory B.V. will process the personal data in accordance with the applicable (European) privacy regulations, such as the GDPR of the European Union (EU 2016/679). Hermes Advisory B.V. takes appropriate technical and organizational measures to protect the personal data provided by the client against loss, misuse, unauthorized access, disclosure and changes. The client may use the personal data that Hermes Advisory B.V. has collected about him or her, if desired, view, rectify, delete, limit, transfer and object to the processing thereof. The requests must be submitted in writing to the office address of Hermes Advisory B.V. or via: info@hermes‐advisory.com. Hermes Advisory B.V. will timely comply with the requests of the client, unless these are manifestly unfounded or excessive. Hermes Advisory B.V. sends electronic newsletters and other electronic messages about its products and services to clients who have given permission for this. The option to unsubscribe is included in every electronic message.