General Terms and Conditions

1. In these general terms and conditions, the terms below have the following meanings:

– Client: the party that awards the engagement or with which Suez Capital BV wishes to conclude a transaction in the broadest sense.
– Contractor: Suez Capital BV.
– Engagement or Agreement: the written or oral agreement for services, under which Suez Capital BV undertakes vis-à-vis the Client to perform activities or to acquire a share in an enterprise or to provide capital or financing to a target company of the Contractor.

2. Suez Capital BV has its registered offices in Amsterdam and is registered in the Commercial Register under No. 17166261.

3. Dutch law will govern the legal relationship between Suez Capital BV and its Client. The court in Amsterdam is exclusively competent to hear any dispute that may arise between Suez Capital BV and the Client.

4. Suez Capital BV is a private company whose objective is to acquire participating interests in or to provide risk capital or financing to enterprises in the broadest sense.

5. When assessing investment proposals or the acquisition of participating interests, Suez Capital considers a number of aspects. Decisions are assessed on the basis of factors including financial returns, company history, management quality and cooperation with involved parties.

6. All activities performed by Suez Capital BV are performed at the best of its knowledge and abilities in accordance with high standards. The services or activities to be performed are subject to a best efforts obligation on the part of Suez Capital BV unless expressly stipulated otherwise in writing.

7. The Client will not reveal the content of reports, recommendations or other communications from Suez Capital BV, written or otherwise, to third parties unless there is a legal provision, regulation or professional rule that obliges the Client to do so or Suez Capital BV grants its advance written permission in this regard.

8. Suez Capital BV reserves all intellectual property rights with respect to products of the mind that it uses and/or has used and/or develops and/or has developed in performing the Engagement, and with respect to which it holds the copyright or other rights of intellectual property or can exercise such rights. The Client is expressly prohibited, either independently or with the assistance of third parties, from reproducing, disclosing or utilising those products, including computer programs, system designs, working methods, recommendations, model or other contracts, calculation models and other products of the mind of Suez Capital BV, the foregoing to be interpreted in the broadest sense. Reproduction and/or disclosure and/or utilisation is only permitted after Suez Capital BV has granted written permission. The Client is entitled to reproduce the written documents for use within its own organisation, to the extent such use serves the purpose of the Engagement. In the event of premature termination of the Engagement, the foregoing applies mutatis mutandis.

9. Suez Capital BV will perform its activities to the best of its ability and, in doing so, will observe the level of due care that may be expected from it. In the event that an error is made because the Client provided Suez Capital BV with incorrect or incomplete information, Suez Capital BV cannot be held liable for any resulting damage. If the Client demonstrates that it suffered damage through an error on the part of Suez Capital BV that could have been avoided if due care had been observed, Suez Capital BV may be held liable for such damage up to no more than the fee Suez Capital BV received for the Engagement concerned to a maximum of € 10,000, except in the case of an intentional act or gross negligence on the part of Suez Capital BV or if mandatory national or international legislation or regulations prohibit such a limitation. In the event of an Engagement with a duration of longer than six months, the liability referred to above is limited to the fee that Suez Capital received for the Engagement concerned over the most recent three months, to a maximum of € 10,000.

10. Suez Capital BV views all engagements awarded by the Client as having been awarded to it exclusively, also if there is either an explicit or tacit intention that an engagement be performed by a specific person. The operation of Section 7:404 of the Netherlands Civil Code, which contains a regulation with respect to the last-named case, and the operation of Section 7:407(2) of the Netherlands Civil Code, which establishes joint and several liability for cases in which an engagement is awarded to two or more people, is excluded.

12. If the performance of an Engagement involves engaging a person to perform activities for the Engagement, which person is based outside the Netherlands and is not affiliated with Suez Capital BV or is not part of a cooperative alliance that includes Suez Capital BV, Suez Capital cannot be held liable for any errors made by this person.

13. The Client will indemnify Suez Capital BV against claims from third parties to compensation for damage resulting from the incorrect implementation or non-implementation of recommendations based on the Agreement. Furthermore, the Client will indemnify Suez Capital BV against all consequences in the broadest sense if the Client has been declared bankrupt or granted a suspension of payments.

14. Not only Suez Capital BV, but all persons engaged in the performance of any of the Client’s engagements may invoke these General Terms and Conditions. The same applies to former employees, including their heirs, if they are held liable after having left the employ of Suez Capital BV. The provisions of these General Terms and Conditions, which are intended, either explicitly or tacitly, to remain in force after termination of the Engagement, will remain effective following termination and both parties will continue to be subject to them.

15. These General Terms and Conditions also apply to additional and follow-up engagements of the Client.