Our partners careers include $20bn of transactions worldwide
Our partners careers include $20bn of transactions worldwide
1. Definitions and Interpretation
1.1 In these General Terms and Conditions:
Deal Execution means Deal Execution B.V., a private limited liability company incorporated under the laws of the Netherlands, with its registered office at Amstelveenseweg 196-4, 1075XS Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 94281653.
Client means the legal entity or person to whom the Services are provided, as identified in the Engagement Letter.
Client Affiliate means an entity that controls, is controlled by, or is under common control with, Client.
Engagement Letter means the written agreement, including any schedules or appendices, entered into between Deal Execution and the Client describing the Services.
Services means the services to be provided by Deal Execution as described in the Engagement Letter and any applicable service-specific schedules.
Deliverables means any reports, presentations, models, memoranda, analyses, documents, or other outputs prepared by Deal Execution in connection with the Services.
Report means a Deliverable (or any portion of a Deliverable) issued on Deal Execution letterhead or otherwise identifiable as being prepared by or in association with Deal Execution.
Gross Negligence has the meaning set out in Clause 9.4.
Fees means all fees payable by the Client under the Engagement Letter, including any success fees.
1.2 Headings are for convenience only and do not affect interpretation.
1.3 In the event of any inconsistency between these General Terms and Conditions and the Engagement Letter, the Engagement Letter shall prevail.
1.4 These General Terms and Conditions are drafted in English. Any translation is for convenience only and shall have no legal effect. In the event of any discrepancy, the English version shall prevail.
2. Nature and Scope of Services
2.1 Deal Execution provides financial advisory and M&A related services only, including but not limited to financial readiness, financial due diligence, buy-side M&A advisory, and sell-side M&A advisory.
2.2 The Services are advisory in nature and are not intended to constitute, and shall not be construed as, legal advice, tax advice, accounting assurance, audit services, valuation certification, or fairness opinions.
2.3 Deal Execution shall perform the Services on a best-efforts basis in accordance with generally accepted professional standards applicable to financial advisory and M&A advisory services, using reasonable skill and care.
2.4 Unless explicitly agreed otherwise in writing, Deal Execution does not act as a fiduciary of the Client.
2.5 Deal Execution may subcontract a portion of the Services to qualified third parties. Deal Execution will remain solely responsible to the Client for the performance of the Services.
2.6 Deal Execution acts as an independent contractor and not as the Client’s employee, agent, or partner.
3. No Audit, No Assurance, No Verification
3.1 Deal Execution does not perform audits, reviews, compilations, or any form of assurance engagement.
3.2 Deal Execution does not verify, audit, or independently confirm the accuracy, completeness, or reliability of any information provided by or on behalf of the Client, unless expressly agreed otherwise in writing.
3.3 Any analyses, findings, or conclusions are based on information made available to Deal Execution and assumptions agreed with or provided by the Client.
4. Client Responsibilities
4.1 The Client is solely responsible for the accuracy, completeness, timeliness, and reliability of all information, data, and documentation provided to Deal Execution.
4.2 The Client remains solely responsible for all business, commercial, financial, legal, tax, and strategic decisions, including decisions to enter into or complete any transaction.
4.3 The Client acknowledges that Deliverables are prepared for the Client’s internal use only and do not replace the Client’s own judgement or the advice of legal, tax, or other professional advisers.
4.4 The Client agrees to promptly provide to Deal Execution all information, resources, and assistance (including access to records, systems, premises, and people) that Deal Execution reasonably requires to perform the Services.
4.5 The Client shall assign qualified personnel to oversee the Services as well as the use and implementation of the Services and Deliverables.
4.6 The provision of information, resources, and assistance to Deal Execution shall be in accordance with applicable law and shall not infringe any copyright or other third-party rights.
5. Intellectual Property and Use of Deliverables
5.1 All intellectual property rights in the Deliverables shall vest in Deal Execution, unless expressly agreed otherwise in writing. Each party retains its rights in its pre-existing intellectual property.
5.2 Any intellectual property developed by Deal Execution, and any working papers compiled in connection with the Services (but not Client information contained in them), shall be the property of Deal Execution.
5.3 The Client is granted a non-exclusive, non-transferable, limited right to use the Deliverables solely for its internal purposes in connection with the Services. This right arises following payment for the Services.
5.4 The Client shall not distribute, disclose, or make available the Deliverables, in whole or in part, to any third party without the prior written consent of Deal Execution, except:
5.5 If the Client discloses a Report (or a portion thereof), the Client shall not alter, edit, or modify it from the form provided by Deal Execution.
5.6 The Client shall inform those to whom it discloses a Report that they may not rely on it for any purpose without Deal Execution’s prior written consent.
6. Confidentiality and Non-Reliance
6.1 Each party shall treat as confidential all confidential information received from the other party in connection with the Services, except where such information:
6.2 Deal Execution accepts no responsibility or liability to any third party. No third party may rely on the Deliverables or derive any rights from them.
6.3 The application of Article 6:253 of the Dutch Civil Code is expressly excluded.
6.4 Should any Deliverable be disclosed, or otherwise made available, by or through the Client (or at the Client’s request) to a third party (including but not limited to permitted disclosures under Clause 5.4), the Client agrees to indemnify Deal Execution against all claims by third parties, and resulting liabilities, losses, damages, costs, and expenses (including reasonable external and internal legal costs) arising out of such disclosure.
7. Deliverables – Use and Limitations
7.1 The Client shall not rely on, and Deal Execution shall have no liability for: (i) any advice or information provided orally (including where recorded or transcribed), unless otherwise expressly agreed in the Engagement Letter, or (ii) any draft Deliverable.
7.2 Deal Execution shall not be required to update any final Deliverable as a result of circumstances of which Deal Execution becomes aware, or events occurring, after its delivery.
8. Fees and Payment
8.1 Fees shall be charged in accordance with the Engagement Letter.
8.2 The Client shall pay Deal Execution’s professional fees and specific expenses in connection with the Services as detailed in the Engagement Letter. The Client shall also reimburse Deal Execution for other reasonable expenses incurred in performing the Services.
8.3 Deal Execution’s fees are exclusive of taxes or similar charges, as well as customs, duties, or tariffs imposed in respect of the Services, all of which the Client shall pay (other than taxes imposed on Deal Execution’s income generally).
8.4 Invoices are payable within fourteen (14) days of the invoice date, unless agreed otherwise in writing.
8.5 Deal Execution is entitled to notify the Client that services the performance of Services is suspended should the Client fail to pay any invoice when due.
8.6 Deal Execution may charge additional professional fees if events beyond its control (including the Client’s acts or omissions) affect Deal Execution’s ability to perform the Services as agreed in the Engagement Letter or if the Client asks Deal Execution to perform additional tasks.
8.7 If Deal Execution is required by applicable law, legal process, or government action to produce information or personnel as witnesses with respect to the Services or the Engagement Letter, the Client shall reimburse Deal Execution for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless Deal Execution is a party to the proceeding or the subject of the investigation.
9. Suspension and Termination
9.1 Either party may terminate the Engagement in accordance with the termination provisions set out in the Engagement Letter.
9.2 Either party may terminate the Engagement upon thirty (30) days’ prior written notice to the other party.
9.3 In addition, Deal Execution may terminate the Engagement immediately upon written notice to the Client if Deal Execution reasonably determines that it can no longer provide the Services in accordance with applicable law or professional obligations.
9.4 Upon termination, all Fees incurred up to the effective date of termination shall become immediately due and payable. The Client shall pay Deal Execution for all work-in-progress, Services already performed, and expenses incurred by Deal Execution up to and including the effective date of termination, as well as any applicable termination fees set forth in the Engagement Letter.
9.5 Clauses relating to liability, confidentiality, non-reliance, intellectual property, governing law, and jurisdiction shall survive termination.
10. Liability and Indemnification
10.1 Deal Execution shall not be liable for any loss, damage, or claim arising out of or in connection with the Services, except to the extent such loss is the direct result of Gross Negligence or wilful misconduct by Deal Execution.
10.2 Any liability of Deal Execution shall be strictly limited to the total amount of Fees actually paid by the Client under the relevant Engagement Letter, or two times such amount, whichever is lower.
10.3 Deal Execution shall not be liable for indirect or consequential damages, including but not limited to loss of profit, loss of opportunity, loss of data, loss of goodwill, reputational damage, or failed transactions, whether or not the likelihood of such loss or damage was contemplated.
10.4 Gross Negligence means conduct that constitutes either:
10.5 The limitations of liability apply to Deal Execution and all its directors, officers, employees, and contractors, none of whom shall be personally liable.
10.6 The Client (and any others for whom Services are provided under the Engagement Letter) may not make a claim or bring proceedings relating to the Services or otherwise under the Engagement Letter against any director, officer, employee, or contractor of Deal Execution. The Client shall make any claim or bring proceedings only against Deal Execution.
10.7 If Deal Execution is liable to the Client under the Engagement Letter or otherwise in connection with the Services, for loss or damage to which any other persons have also contributed, Deal Execution’s liability to the Client shall be several, and not joint, with such others, and shall be limited to Deal Execution’s proportionate share of that total loss or damage, based on Deal Execution’s contribution to the loss and damage relative to the others’ contributions. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of Deal Execution’s proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution, or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.
10.8 Deal Execution’s liability shall in any event be limited to the amount actually paid out under its professional liability insurance, plus any applicable deductible amounts or proceeds, provided that the lower of this amount and the limitation set out in Clause 10.2 shall apply.
10.9 The Client shall make any claim relating to the Services or otherwise under the Engagement Letter no later than two (2) years from the event causing the damage.
10.10 The Client shall indemnify and hold harmless Deal Execution against any claims brought by third parties arising from the Client’s use of the Deliverables.
11. Compliance, Sanctions, and Ethics
11.1 Deal Execution does not conduct AML, KYC, sanctions screening, or anti-bribery investigations, unless expressly agreed in writing.
11.2 The Client remains solely responsible for compliance with all applicable laws and regulations, including sanctions, anti-corruption, and AML legislation.
11.3 In connection with the performance of its respective rights and obligations under the Engagement Letter, Deal Execution and the Client each will comply with all laws and regulations of any jurisdiction applicable to it from time to time concerning or relating to: (i) bribery or corruption; or (ii) economic or financial sanctions, export controls, trade embargoes, or other similar prohibitions or restrictions imposed by a government authority having jurisdiction over such party.
11.4 The Client represents that it shall not use the Services to circumvent, or facilitate any violation of, any such law or regulation.
11.5 Deal Execution may suspend or terminate the Services if it reasonably suspects a violation of applicable laws or regulations, without liability.
12. Data Protection and Security
12.1 The Client agrees that Client information, including any personal data, may be processed by Deal Execution and its subcontractors in various jurisdictions. Client information, including any personal data, will be processed in accordance with applicable law, and appropriate technical and organizational security measures will be implemented to protect it.
12.2 As a professional services firm, Deal Execution is required to exercise its own judgment in determining the purposes and means of processing any personal data when providing the Services. Accordingly, unless otherwise specified, when processing personal data subject to the General Data Protection Regulation or other applicable data protection law, Deal Execution acts as an independent controller, and not as a processor under the Client’s control or as a joint controller with the Client.
12.3 Deal Execution may retain and use Client information for benchmarking, analytics, research and development, thought leadership, and related purposes, and to enhance its services, provided that any use does not externally identify, or make reference to, the Client. In all such matters, Deal Execution will comply with applicable law and professional obligations.
12.4 If the Client requires Deal Execution to access or use Client or third-party systems or devices, Deal Execution shall have no responsibility for the confidentiality, security, or data protection controls of such systems or devices or for their performance or compliance with Client requirements or applicable law.
12.5 To facilitate the performance of the Services, Deal Execution may provide access to, or otherwise make available, technology-enabled collaboration tools and platforms to Client personnel or third parties acting on the Client’s behalf or at the Client’s request. The Client shall be responsible for all such persons’ compliance with the terms applicable to the use of such tools and platforms.
13. Force Majeure
13.1 Neither party shall be liable for breach of the Engagement Letter (other than payment obligations) caused by circumstances beyond such party’s reasonable control.
14. Use of Name and Branding
14.1 Neither party may use or reference the other’s name, logos, or trademarks without its prior written consent, provided that Deal Execution may use the Client’s name to identify the Client as a client in connection with specific Services.
14.2 The Client may not refer to Deal Execution in connection with the Services, except as permitted under Clause 5.4.
15. Conflicts and Other Clients
15.1 The Client agrees that Deal Execution may, subject to professional obligations, act for other clients, including the Client’s competitors.
16. Governing Law and Jurisdiction
16.1 These General Terms and Conditions and any Engagement Letter shall be governed by and construed in accordance with Dutch law.
16.2 Any dispute shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
17. Miscellaneous
17.1 These General Terms and Conditions, together with the Engagement Letter, constitute the entire agreement between the parties as to the Services and the other matters it covers, and supersedes all prior agreements, understandings, and representations with respect thereto, including any previously agreed confidentiality agreements.
17.2 Each party may execute the Engagement Letter, as well as any modifications to it, by electronic means, and each party may sign a different copy of the same document. Both parties must agree in writing to modify the Engagement Letter or these General Terms and Conditions.
17.3 Neither party shall assign or novate any of its rights or obligations under the Engagement Letter in whole or in part without the prior written consent of the other party; provided, however, that Deal Execution may assign or novate the Engagement Letter and/or any of its rights and obligations under the Engagement Letter to any entity or entities resulting from, or established as part of, a restructuring, sale, or transfer of Deal Execution, in whole or in part. Deal Execution shall provide the Client with notice of any such assignment or novation.
17.4 If any provision of the Engagement Letter or these General Terms and Conditions (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions shall remain in full force and effect.
17.5 The Engagement Letter applies to all Services whenever performed (including before the date of the Engagement Letter).