These general terms and conditions of sale and invoice apply to (the services of) VDP, with registered office at B-9000 GHENT, Congreslaan 21, RLE Ghent (section Ghent), VAT BE 0455.903.463 (hereinafter VDP), as well as of its legal successors, and in the framework of the cooperation with clients of VDP (hereinafter the Client(s)).
VDP is specialised in corporate finance services for companies and their shareholders (transactions and advice). Apart from these general conditions, the special conditions (engagement letter, agreements confirmed by letter or e-mail, others) apply to the execution of her assignments, which, in case of contradiction, prevail.
VDP positions itself to the best of its ability to successfully conclude all assignments entrusted to it and this within the applicable legal and regulatory environment and within the limits of the ethical standards it imposes on itself. Within this scope all performances are to be considered as an effort obligation, as VDP does not commit itself to any result.
The data provided by the Client within the scope of the assignment of which VDP reasonably knows or should know that they are of a confidential nature are considered as confidential information. VDP shall only use this information within the scope of the assignment entrusted to it and shall not disclose it to third parties, unless it is obliged to do so as a result of any statutory provision or unless it is obliged to do so on the basis of a formal requirement of a judicial or governmental authority.
All data and information are supplied by the Client to VDP under the strict responsibility of the Client. The Client is responsible for the completeness and correctness of all information provided to VDP.
Within the scope of the assignment the Client commits himself to fully cooperate with the execution of this assignment and to provide all necessary information needed for the correct execution of the assignment. Furthermore the Client will refrain from acting in a way that can hinder VDP in the proper execution of its assignment.
The Client undertakes to provide without delay all information that VDP is obliged to obtain under the Act of September 18, 2017 on the prevention of money laundering and the financing of terrorism and on the restriction of the use of cash, without which VDP will not be able to execute or continue with the assignment.
As part of the execution of the assignment the Client puts personal data at the disposal of VDP. VDP will process and store the personal data in a proper, careful and transparent manner, according to the Client’s instructions and with respect to the applicable legislation, in particular the GDPR. The personal data will be processed by VDP according to the terms of VDP’s Privacy Statement on its website (vdp.be/privacystatement).
Except in case of intent or serious fault, VDP or its appointee cannot be held liable for possible damage which is the result of or is in relation with the execution of the assignment. Neither can VDP be held liable for possible damage caused by the Client or by third parties, even third parties which they have advised (with due care), nor can they be held liable for any indirect or consequential damage or damage resulting from force majeure . Tax advice, advice regarding commercial decisions and suchlike are explicitly not included in the assignment of VDP. As far as the advices given by VDP also relate to such matters which are not related to the assignment, they are only given under the explicit condition that they are confirmed by an expert appointed by the Client in these matters (e.g. taxation) or that the responsibility in this respect lies with the Client himself (e.g. commercial decisions). Each advice of VDP must in any case be read within the context of the assignment (in terms of time, scope, contents, etc.) and cannot be used for another purpose or in another context. In no case VDP can be held responsible for the good result of an intended operation or transaction. In any case her liability is limited to her written advice and the total liability of VDP cannot exceed the fee she actually received for an assignment from the Client, without exceeding the amount of EUR 50,000.00. Complaints have to be reported within 5 days to VDP by registered letter, addressed to the address of the registered office. In any case VDP can no longer be held liable six months after the facts or the negligence which are alleged to have caused the damage, unless for its intent or serious fault or for the intent or serious faults of its appointees.
The remuneration for VDP’s services is calculated either on the basis of the number of hours worked multiplied by the agreed hourly rates (which can vary according to the seniority and specialisation of the staff involved and are adjustable) or on the basis of a fixed or variable (depending on the transaction value, usually a percentage of it) success fee or a combination of both, and this in function of the type of mandate, whereby a minimum fee can be determined. A price proposal can be requested from VDP by e-mail: firstname.lastname@example.org.
VDP can demand a “retainer” from the Client before the start of the assignment and during the execution of the assignment, in the form of a fixed fee or on the basis of an hourly rate. In case of an assignment with a success fee the “retainer” is definitively due in full to VDP, even when the transaction is not realised.
The services provided by VDP are in principle invoiced on a monthly basis or, if agreed otherwise, invoiced according to the progress of the services. Services delivered in a certain month or period can, within the legal limits, be invoiced in another month or period. Apart from the agreed fee for the performance, all additional costs incurred or borne by VDP for the benefit of the Client, are for the account of the Client, including all costs specifically contracted directly with third parties which are necessary for the performance of the
All fees are exclusive the applicable VAT. All invoices are payable in Ghent, at the registered office of VDP, within eight days after date of invoice, without any financial or other discount, into the account number of VDP stated on the invoice. Complaints concerning the invoice are only admissible if they are communicated within eight days after the date of the invoice by a motivated registered letter to the registered office of VDP. After this period the invoice is considered as definitively accepted, which excludes the possibility of later complaints. In case of non-punctual payment, an interest of 1% per started month will be owed, ipso jure and without any proof of default, until the day of full payment, as well as a fixed compensation amounting to 10 (ten) % of the owed sums, with a minimum of five hundred euros (EUR 500).
In the event of non-payment of an invoice on the due date, the balance due of all other invoices, even those not yet due, shall become immediately payable.
If, after the start of the assignment, unforeseen circumstances occur which would make the execution and performance of the assignment by VDP more difficult or more expensive, VDP shall make new arrangements in mutual consent with the Client according to the new circumstances.
VDP is entitled to suspend the assignment ipso jure, after a notice of default, though without any judicial intervention, (i) if the Client does not fulfil the contractual agreements, including these general conditions, or does not pay an invoice in cash, (ii) in case of insolvency, bankruptcy, liquidation, dissolution or other change in the legal situation of the Client, or (iii) in case VDP is obliged to do so on the basis of the legislation and regulations applicable to it.
VDP will make every effort to meet its obligations, but cannot be held liable for non-compliance if it results from circumstances beyond its control, such as illness, strikes, work stoppages, wars, natural disasters, or other events that significantly interfere with or prevent the normal performance of its assignment.
The advice, opinions, writings etc. which emanate from VDP or arise within the scope of the assignment belong exclusively to VDP and are only meant for the Client. The execution of the assignment will in no case include the transfer of intellectual property rights. Without the explicit permission of VDP nothing can be reproduced, published or made public.
Any dispute regarding these terms and conditions, an invoice or the services rendered by VDP is subject to the exclusive competence of the courts and tribunals of Ghent (section Ghent) and to Belgian law.
The above terms and conditions apply to all assignments, even within a continuing relationship, unless protested against within eight days of first receipt. Unless otherwise agreed, these conditions also apply to future relations between the parties. They are considered to have been established at the registered office of VDP.
If one of the provisions or part of a provision of these terms and conditions is declared invalid or inapplicable, the remaining provisions shall continue to apply. The provision whose enforceability is compromised will automatically be replaced by a legally enforceable provision, in accordance with the intent of the parties.
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