Algemene voorwaarden

MESH M&A – Terms & Conditions

MESH

1^e Sweelinckstraat 53

2517 GB The Hague

The Netherlands

Chamber of Commerce 56575394

 

Article 1. Application Area

These terms and conditions apply to all MESH assignments provided by MESH Advice & Guidance (“MESH”). These terms and conditions govern each legal relationship and the relationship between MESH and its clients, even if no reference is made to these general terms and conditions. MESH and its clients may only deviate from the provisions of these terms and conditions by a clause expressly agreed to in writing.

Article 2. Definition

Where it is written in these terms and conditions “assignment” or “orders,” it should also read “agreement” or “agreements” and vice versa and otherwise unless it reads otherwise given the context.

Article 3. MESH as a contractor

All assignments are deemed to have been provided exclusively to and accepted by MESH. Assignments are deemed not to have been granted to any specific person. Contrary to articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, the employees of MESH and all those who work for MESH are not personally bound or liable to the client.

Article 4. Duration of the agreement

Agreements between MESH and the client will continue until the moment when the resulting assignments are fully executed or earlier as agreed to by MESH and the client in the interim. Both MESH and client are entitled at all times to terminate contract agreements.

The assignment is deemed to have ended as soon as the final invoice has been sent to the client. Within a period of 14 days after the date of the final invoice, the client must inform MESH of the possible objections in writing. If this has not occurred within the term then the final invoice will be deemed to have been approved.

In the event of premature termination of an assignment agreement, MESH will be discharged from all obligations arising from or in connection with the relevant agreement and the assignments included therein or resulting therefrom.

This article is does not infringe upon the operation described in Article 7.

Article 5. Interim change and supplement of the agreement

If upon execution of an assignment it appears that the circumstances infringe upon a proper performance of the assignment or if otherwise a change of an agreement or an assignment is issued to MESH and deemed desirable or appropriate, MESH and the client shall be allowed to discuss changes to the agreement to be concluded between them and the assignment given to MESH not infringed on by the provisions described in Article 3.

Article 6. Prices, rates, and budgets

All prices for the services to be provided by MESH are in Euros and are exclusive

• Sales taxes and possibly other future taxes
• Travel and accommodations in the Netherlands
• Foreign travel and lodging costs
• Costs associated with the engagement by or on behalf of third parties
• Costs related to consultants and other third parties consulted or engaged by MESH after consultation with the client.
• The aforementioned costs and out of pocket expenses are the responsibility of the client.

If a performance related fee is agreed between MESH and the client, (the “Commission Fee,” or “Success Fee”), the term “Transaction Amount” or “Purchase Price” will mean the sum of: all payments in cash, all payments in shares and other noncash forms of payment valued at the issue price or market price and all payments (special) dividends paid to shareholders, which are declared after signing the contract or agreement and the entire interest-bearing loan capital including debts and capital debts (cumulative preferential shares) to financial institutions, group companies and shareholders of the Company on the date of the Transaction (the “Transaction”).

If a performance related commission fee is agreed upon between MESH and the client (the “Commission Fee”), the term Transaction means: a transaction or a series of transactions whereby the company, its activities, its assets or its participation are transferred in whole or in part by the shareholder for remuneration, including sales or share asset exchange, a merger, a buy-out, the formation of a strategic partnership or any other similar transaction. The moment of the transaction is the same as signing the agreement with the buyer or fulfilling any resolutive conditions in the purchase agreement.

In the case of deferred or result related payments, the commission will be calculated to the extent on the basis of the present value of the deferred payments on the basis of the forecast provided by shareholders or the Company and used in the negotiation of the Transaction Amount or between the client and his counter party’(s) agreed maximum supplementary payment if this is lower than the present value of the deferred payments on the basis of the forecast provided by shareholders or the Company and which was used in the negotiation of the Transaction Amount.

If the transaction concerns only a portion of the aforementioned assets, the unsold portion will also be included in the Transaction Amount. The unsold portion will in that case be valued on the basis of the realized price of the sold part.

Article 7. Financial consequences of premature termination of the agreement

If the client, either with or without consultation with MESH, unilaterally terminates an agreement or fails to do so on time or in case MESH terminates the agreement unilaterally because unaltered maintenance of the agreement cannot reasonably be demanded of MESH or the client of MESH prevents the execution of the assignment on time and in full, MESH is entitled to charge all hours worked by its employees to the client in accordance with the rate agreed on with the client, or, failing that, in accordance with the usual rate at MESH at that time.

Client must pay MESH the consequential fee that they have agreed upon (the “Commission Fee”) if the result that follows as intended by the assignment as described in the agreement by the parties occurs within 24 months after termination of the assignment.

Article 8. Terms of Payment

The client must pay invoices without discount, settlement or deduction within fourteen days after the invoice date. After the expiry of this period, the client is in default without further notice of default. From the moment of default, the client owes statutory interest to MESH. In the event that the client fails to comply with one or more of its obligations towards MESH, all costs incurred in obtaining payment in and out of court shall be borne by the client, including without limitation, the actual costs of legal assistance, as well as all other costs result from the non-fulfillment or late performance by the client of its obligations towards MESH.

In the event of liquidation, insolvency, bankruptcy or suspension of payment of the client, the client’s nonpayable obligations, if any, will be immediately due and payable.

Article 9. Exclusivity

The agreements concluded between the client and MESH have an exclusive nature. The Client will not give a similar MESH assignment to third parties.  The client shall not provide third parties with an assignment that may hinder MESH in the performance of its work for the client.

Article 10. Provision of information by the client

The Client must inform MESH when entering into an agreement and issuing an assignment, as well as during the term of an agreement or assignment, on its own initiative or on request, in a timely and complete manner, about all facts and circumstances that may in any way be of interest to the timely and correct execution of the assignment, also towards third parties.

The Client declares and guarantees that all information provided to MESH by or on behalf of the Client is correct, complete and not misleading.

Article 11. Time planning

Terms, time schedules and similar that MESH and client agree to for the work to be performed are indicative and dependent on the circumstances unless expressly agreed to in writing with reference to this article. If for whatever reason a period or time schedule of the work to be performed by MESH is not achieved, the Client will agree to a new term or time schedule with MESH.

Article 12. Joint and liability of various clients

If several clients are involved with the assignment, each of them is jointly and severally liable to MESH for the (payment) obligations arising from the agreements concluded individually or with each of them individually.

If the client enters into a MESH agreement for the account of the third parties, the client shall be jointly and severally liable for the (payment) obligations arising from this agreement.

Article 13. Confidentiality

When accepting and executing assignments, MESH and the client will:

• Keep confidential the assignment, the involvement of MESH and the information obtained so far as this information is not generally known;
• Must not disclose opinions, notes or reports and other similar items to third parties or make statements about them and/or make use of them.

MESH has the right to use the name of the client or his logo as a reference at the end of the assignment, for example, for advertisements, announcements and tombstones.

Article 14. Cooperation Commitment

MESH will, to the best of its ability, within reasonable limits, take into account the nature of the assignment, the agreements made by the parties in this respect and the circumstances of the case and try to ensure that the assignment is carried out on time. MESH does not guarantee that the assignment given will be carried out.

The execution of the assignment given to MESH is exclusively for the benefit of the client. Third parties cannot derive any rights from the performance of the work performed by MESH for the client. The Client guarantees that the information provided by the Client is correct and declares that it is aware that the feasibility of the assignment to be performed by MESH depends on the correctness and completeness of the information provided to MESH.

Article 15. Liability

MESH is responsible for shortcomings in the execution of the assignment insofar as these are the result of the nonobservance by MESH of the care and expertise that may be relied upon when issuing advice in the context of the assignment in question. The liability for the damage caused by the shortcomings are limited to the amount of the fee received by MESH for its work in the context of the assignment. For assignments that have a longer turnaround time than half a year, a further limitation of the liability referred to here will apply up to a maximum of the invoice amount over the last six months with a maximum of € 25,000.

Claims by the client must be admitted in writing within one month after the discovery of the damage, failing which the client has exercised his rights.

Article 16. Indemnity

The Client indemnifies MESH, its shareholders, management, and employees and advisors for:

(i) all extra judicial and judicial claims of third parties, including claims by virtue of or by virtue of amicable arrangements and judicial or arbitrary awards, and

(ii) all costs related to claims mentioned in (i) – including the costs of investigation and without reduction in the actual costs of legal assistance insofar as these claims and costs are directly or indirectly related to or arising from actions which have been performed by or on behalf of MESH in the context of performing an assignment or an agreement concluded between MESH and Client unless this is the result of intent or gross negligence on the part of MESH.

In the case of a claim by a third party as aforementioned, the client will:

(a) comply with any reasonable request from MESH to be assisted by the client or its employees and

(b) comply with any reasonable request by MESH to provide information that may be useful to MESH against the claims of defense.

The Client will furthermore not perform or allow any actions that may be detrimental to the position of MESH unless MESH has agreed in advance to perform or allow these actions.

Article 17. Engaging third parties and communication, transfer of the assignment

MESH is authorized to use services from third parties for the execution of assignments.

MESH will exercise due care in the selection of those third parties.

MESH is not responsible for the shortcomings of third parties.

All shipments to or through MESH as well as all use of telephone, email and other communication or information carriers take place at the risk of the client.

Article 18. Compliance

MESH is not responsible for the the client’s compliance with laws and regulations or guidelines, which are in any way related to the (performance of the) assignment.

MESH services do not extend to legal or tax advice or due diligence investigations.

Article 19. Nonexercise of powers

The nonexercise or nonimmediate exercise of any authority that accrues to MESH vis-a-vis a client or towards a person(s) who is jointly bound in addition to the client for the fulfillment of his obligations towards MESH may not be interpreted as the disclosure of any right by MESH.

Article 20. Administrative evidence, approval of documents

With regards to the determination of the balance of the debt due by MESH and the client, the administration of MESH will serve as full proof, subject to proof to the contrary provided by the client.

The Client is responsible for the contents of confirmations, invoices, or other statements of MESH to the Client.

If the client has not disputed the contents of confirmations, invoices or other statements of MESH to the client within three months after these documents can reasonably be deemed to have reached the client, the contents of those documents shall be deemed to have been approved by the client.

If calculation errors occur in such documents, MESH is authorized and obliged to correct those calculation errors, even after the aforementioned period of three months has elapsed.

Article 21. Choice of Law

The legal relationships between the client and MESH are subject to Dutch law.

Article 22. Forum

All disputes arising from legal relationships between the client and MESH will in the first instance be decided by the competent court in Utrecht.

 

LEGAL

Privacy Policy

Definition

Personal Data:

Data that says something about you directly or indirectly. For example, your name and address.

Processing:

Everything that can be done with personal data. For example, the collection but also the storing, use and deleting of your data from our records.

For whom does MESH process personal data?

We process personal data of people with whom we have or have had a direct or an indirect relationship. These are, for example, data from clients and their representatives who show an interest in our products and services or persons who are connected to a company or organization that we have or have had a relationship with.

If your company or organization passes on the personal details of employees to us, you are obligated to inform your employees about this. You can give this privacy statement to them. Your employees can then see how we handle their personal data.

Firstly, you can provide this personal information via our website or otherwise. In addition, MESH may have obtained your personal data from its clients.

Who is responsible for the processing of my personal data?

MESH has its registered office in The Hague and is registered in the trade register with number 5657394

For whom does MESH process personal data?

MESH processes personal data as “responsible” for the following purposes:

To be able to enter into a relationship with you.

If you want to become a customer or if you want to purchase a new product or service, we need personal data so that we can contact you. Think of your name, gender (for a correct salutation), company name, telephone number and e-mail address.

To maintain the relationship with you and to carry out assignments.

If you are a customer with us, we want to be of service to you. This is how we process personal data. We use your name and address data, for example, to stay in contact with you.

For the development of our products and services.

In order to continue good service to you, we work continuously on the development and improvement of our products and service. In some cases, we do process personal information for this. For example, if you ask a question about a product.

For promotion and marketing purposes.

We can process your personal information for promotion or marketing purposes. For example, to inform you of a new product that possibly might be of interest to you or to better respond to your wishes. If you do not want to be contacted for commercial purposes, then you can indicate this by sending an email to info@mesh.nl.

To enter into agreements with suppliers and business customers.

If you have contact with MESH for your work, we can process your personal information, for example, to determine whether you may represent your company.

For archival purposes.

We do not archive more personal information than necessary within the framework of the above-mentioned purposes. If we do not save the information for those purposes, we can still save the information for archival purposes. This means that they are only used in legal proceedings or for historical, statistical or scientific purposes.

Does MESH also process special personal information?

MESH processes only special personal information if we must on the basis of the law with your permission or if you ask us to.

How does MESH deal with my personal data?

MESH has taken appropriate and organizational measures to protect personal data against loss or against any form of unlawful processing.

Your personal information is stored carefully and not longer than is necessary for the purpose for which it is processed. Within MESH your personal information is only used by employees who need to have access to this in order to perform their job. Our employees have a duty of confidentiality.

If we want to use your personal information for other purposes than the original purpose for processing, we can only do so if there is a close relationship between the two objectives.

Sometimes we engage third parties who process personal data on behalf of us. For example, for promotion and marketing purposes or for the performance of your assignment. A third party will only receive the instruction if it demonstrably has taken appropriate security measures and guarantees the confidentiality of your personal information.

May I see which of my personal information MESH has processed?

Yes, you have the right to inspect. You can request an overview of your personal information that has been processed via info@mesh.nl.  If the information is not correct or you discover it is not necessary for processing, you can submit a request for amendment, addition or removal via info@mesh.nl.

Questions or complaints about the processing of personal data can also be submitted via this email address. We will then provide you with a response soon.

Amendments

MESH reserves the right to make changes to this Privacy Statement due to new developments. It is therefore recommended to consult this Privacy Statement regularly. This Privacy Statement was last updated on September 8, 2018.

Cookie Policy

MESH uses cookies on its website. Cookies are small (text) files on a web server when visiting a website placed on your computer or other portable device. There are different types of cookies. MESH places cookies in order to enable you to make use of the website and experience the functionalities offered on it. These cookies are strictly necessary if you want to use our website for a certain functionality (functional cookies). MESH can also use cookies to promote the user friendliness of the website (qualitative cookies). In addition, MESH may use cookies that you can follow while browsing other websites and keep track of which Internet pages you visit (tracking cookies). In conclusion, MESH can use cookies to improve the website, products, services and marketing strategies (performance cookies). With these cookies, no personal data of the website user is collected.

Google Analytics

Through our website a cookie is also placed from the American company, Google, as part of the “Analytics” service. We use this service to track and get reports on how visitors use the website. Google may provide this information to third parties if Google is legally obliged to do so or if third parties process the information on behalf of Google. We have no influence on this. We have not allowed Google to use the obtained analytics information for other Google services.

The information that Google collects is made anonymous as much as possible. Your IP address is emphatically not given. The information is transferred to and stored by Google on servers in the United States. Google maintains the Safe Harbor principles and is affiliated with the Safe Harbor program of the US Department of Commerce. This means that there is an appropriate level of protection for the processing of any personal information.

Like and Share

On our website, buttons are also included to promote web pages (“like”) or share (’tweets”) on social networks such as Facebook and Twitter. These buttons work through pieces of code that come through Facebook or Twitter itself. Cookies are placed through this code. We have no influence on this. Read the privacy statement of Facebook or Twitter (which can change regularly) to read what they do with your (personal) information that they process via these cookies.

The information that Google collects is made anonymous as much as possible. The information is transferred to and stored by Twitter, Facebook, Google+ and LinkedIn on servers in the United States. LinkedIn, Twitter, Facebook and Google+ maintain the Safe Harbor principles and are affiliated with the Safe Harbor program of the US Department of Commerce. This means that there is an appropriate level of protection for the processing of any personal information.

You can block cookies or delete cookies via your browser settings. If you block cookies or delete them, this may also affect the essential performance of the cookies. This means that it is possible that you may not be able to visit the website or website parts. This can affect the user friendliness of the website. For example, the announcement about the use of cookies will continue to appear. You can also set your browser settings so that you are notified when cookies are placed.

For a general explanation about blocking or deleting cookies, MESH refers you to the website Consumers Association or other consumer organizations.

MESH can change its cookie policy.

 

Contact

Do you have questions about this cookie policy? Send an email to info@mesh.nl.  MESH will reply to your question as soon as possible.