Terms and Conditions

Diligence applies the following general terms and conditions when issuing quotes and executing assignments. These general terms and conditions always form part of the quote or order confirmation.

Definitions:

Team

The employees of Diligence responsible for the practical execution of the project as agreed upon between Diligence and the client.

Client:
A person or legal entity that has entered into a service agreement with Diligence.

Central Organization:
Diligence Services B.V., located at Kerkewijk 65, 3901 EC Veenendaal, registered in the commercial register of the Chamber of Commerce of Utrecht under number 14057189.

Project:
A company or agency offered for sale or sought for purchase by the client, an offered or requested participation, financing, cooperation, license, or patent, or any other service requested by the client.

Article 1: Offers and / or Quotes

All offers and/or quotes from Diligence are without obligation and valid for a period of 30 days after issuance, unless otherwise agreed in writing.

Article 2: Order Confirmation

Before work commences, the client will receive an order confirmation containing the scope of services and payment terms. This confirmation must be signed by the client for approval.

Article 3: Scope

All relations, including future ones, between Diligence and its client are subject to these General Terms and Conditions.
Provisions deviating from these General Terms and Conditions must be recorded in writing.
Changes to or additions to these general terms and conditions must be expressly confirmed in writing by Diligence and apply only to the specific quote or agreement for which the change or addition was made.
Changes to these general terms and conditions may be made by Diligence and will be communicated to clients at least 30 days before they take effect.
If any provision of these general terms and conditions is void or is annulled, the remaining provisions of these general terms and conditions shall remain in full force and effect, and the parties shall consult to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the void or annulled provision.
In the event of conflicting provisions in the Agreement, General Terms and Conditions, or Appendices, the following order of precedence applies: (1st) the Agreement, (2nd) the Appendices, (3rd) the General Terms and Conditions.
The provisions of the agreement between the client and Diligence, which are expressly or implicitly intended to remain in force after termination, shall remain in force thereafter and continue to bind both parties.

Article 4: The Agreement

An agreement with Diligence is established as soon as the Client has accepted the offer or assignment in writing. Although written confirmation is the preferred method, parties are free to demonstrate the existence of the agreement by other suitable means.
An assignment is deemed to have been given to Diligence as an entity, regardless of whether it is the express or implicit intention of the client that the assignment be performed by a specific person. The provisions of Article 7:404 of the Dutch Civil Code, which contain special rules for cases where execution by a specific person has been agreed, and Article 7:407 paragraph 2 of the Dutch Civil Code, which establishes joint and several liability when two or more persons have given an assignment, are hereby not applicable.

Article 5: Diligence Services and Execution of Agreement

Diligence undertakes to take all reasonable measures within the framework of a best-efforts obligation to achieve the intended result of the agreement, without guaranteeing this result. Diligence actively supports its clients in every phase of the M&A process with comprehensive services, including:
1.1. performing detailed market analyses and a business valuation to determine the strategic position, competitive environment, and financial possibilities of the transaction. This includes determining the valuation based on the DCF method, common EBITDA multiples, and other relevant benchmarks.
1.2. Advising on the optimal legal and financial structures for the transaction, including the choice between asset or share transactions, and drafting payment structures that align with the client’s goals. Diligence supports the drafting and negotiation of key documents and agreements, such as letters of intent (LOIs), non-disclosure agreements (NDAs), and definitive transaction agreements.
1.3. Diligence assists in drafting a detailed information memorandum that provides potential buyers with a clear picture of the company, including financial performance, growth opportunities, and unique selling points.
1.4. Diligence acts as an advisor in finding and selecting suitable buyers or sellers, carefully considering strategic and financial criteria. This includes an active role in approaching potential parties and coordinating initial contact, where non-disclosure agreements (NDAs) are drafted to ensure confidentiality.
1.5. Coordinating the due diligence process, where all relevant financial, legal, operational, and commercial information is collected, analyzed, and presented. Diligence supports in answering questions and ensuring that risks and opportunities are made transparent for all parties.
1.6. Intensive support during contract negotiations, identifying key contract terms, drafting term sheets, and guiding legal and commercial discussions. Diligence also drafts binding documents such as the purchase agreement, vendor loan, and lease agreement to formally record the agreements.
Diligence offers comprehensive support and guidance in buying or selling companies, agencies, patents, licenses, as well as in mergers, partnerships, financing, management buy-in, and buy-out transactions.
During introductory meetings and negotiations, Diligence acts as a service provider for all parties who have provided a written assignment to Diligence for this purpose.
Diligence facilitates the meeting of parties by organizing and chairing meetings, leading the negotiation process, and supervising compliance with agreed procedures.
The Client shall always provide Diligence in a timely manner with all data or information useful and necessary for a proper execution of the agreement and shall provide all cooperation.
Diligence determines the manner in which the assignment is executed, unless otherwise agreed. Diligence has the obligation to inform the Client upon request about the manner in which the agreement is being executed and about the progress in the execution of the assignment. If Diligence has reasonable suspicions of fraud, criminal activities, or other circumstances as described in Article 17, Diligence reserves the right to immediately suspend or terminate the execution of the agreement.
The Client must inform Diligence in a timely manner about data and decisions necessary to properly fulfill and complete the assignment. If data necessary for the execution of the agreement is not available to Diligence, not available in time, or not in accordance with the agreements, or if the Client otherwise fails to meet their obligations, Diligence has the right to suspend the execution of the agreement and the right to charge the resulting costs according to its usual rates.
If a specific term is agreed upon within which the agreement is to be executed, Diligence shall strive for this in accordance with reasonableness and fairness, but this term is not binding or final. Exceeding the specified term for the execution of the agreement does not give the Client the right to suspend their obligations under the agreement and never leads to liability for Diligence for direct or indirect consequences of a (too) late performance.
If Diligence cannot perform the agreed service at the agreed time and/or the agreed place because the Client does not provide the necessary cooperation or because another obstacle arises on their part, the Client is in default and Diligence is entitled to compensation for the damage suffered. The damage on the part of Diligence is determined based on the rates used by Diligence.
If the shortcoming referred to in the previous paragraph is the result of a change in the specifications of the assignment requested by the Client, the aforementioned term shall be extended by such a period as is reasonable taking all circumstances into account.

Article 6: Engagement of Third Parties

The choice of any third parties to be engaged by the client shall, where possible and reasonably indicated, be made in consultation with Diligence and with due care. Diligence is not liable for shortcomings of this third party, except in cases of intent or gross negligence on the part of Diligence. Diligence assumes and hereby stipulates, if necessary, that every assignment includes the authority to accept any limitations of liability of the third party engaged by it, without further prior consultation, also on behalf of the client.
The Client indemnifies Diligence against all claims from third parties, including reasonable costs of legal assistance, which are in any way related to or arise from the work for the client, except in cases of intent or gross negligence on the part of Diligence.

Article 7: Change of Team

Diligence shall inform the client in advance of any proposed change in the team responsible for the execution of the assignment and will not implement changes that adversely affect the quality or continuity of the service.

Article 8: Exclusivity

The assignment provided by the client to Diligence takes place on the basis of full exclusivity on the part of the client. The Client is therefore not entitled to simultaneously provide a similar assignment to (a) third party(ies), or to complete the assignment independently, unless other agreements have been made with Diligence.

Article 9: Copyrights

Diligence remains the owner of the copyrights and other rights to drawings, models, designs, calculations, and the like.
The client is expressly prohibited from reproducing, disclosing, or exploiting the products, which also include computer programs, system designs, working methods, advice, (model) contracts, and other intellectual products of Diligence, in the broadest sense of the word. The Client is obliged to ensure that their advisors also take note of this prohibition and comply with it. The Client has the right to reproduce the written documents within their organization for use within their own organization, insofar as appropriate within the purpose of the assignment.

Article 10: Use of Electronic Communication Means

During the term of the agreement, Diligence and the client will use electronic communication means for the exchange of information and documents.
Both parties acknowledge that the use of electronic communication means can entail risks such as data leaks, viruses, and delays. Diligence and the client agree that they are not liable for damage resulting from these risks, except in cases of gross negligence or intentional misconduct.
Security Measures: Diligence and the client undertake to take all appropriate technical and organizational measures to minimize the risks of electronic communication. This includes the use of encryption, secure network connections, and adequate virus protection.
If there is doubt about the integrity or authenticity of the received communication, the receiving party will immediately contact the sender via a previously agreed alternative and secure communication method to verify the accuracy of the received information.
All electronic communication relating to the execution of the agreement will be documented and archived by both parties in a secure and organized manner for a period at least equal to the statutory retention period.

Article 11: Processing of Personal Data

Personal data within the meaning of Article 4 sub 1 GDPR are processed by Diligence during the execution of the agreement. Diligence will process the personal data in a proper and careful manner.
The personal data are only accessible to Diligence and will not be provided to third parties, unless at the request of the Client, with the consent of the Client, or if Diligence is obliged to do so by law or a court ruling.
The Client indemnifies Diligence against any legal claim from third parties, on whatever grounds, if that claim is related to the processing of personal data, as well as against any fines imposed on the Client attributable to the Dutch Data Protection Authority or other competent supervisors.
Further information about the processing of personal data is included for information purposes in Diligence’s privacy statement, available via the Diligence website.

Article 12: Core Values and Rules of Conduct

Diligence works based on core values and applies internal rules of conduct (“Rules of Conduct”) as a framework for professional and ethical behavior. The Rules of Conduct describe the professional standards that Diligence strives for in practice, including in the areas of quality, integrity, and cooperation.
The Rules of Conduct are drafted for use within Diligence, do not form part of the agreement, and the Client cannot derive any rights from them. Diligence may change the Rules of Conduct from time to time.
The Rules of Conduct are available for information via the Diligence website.

Article 13: Confidentiality

Diligence commits to the confidentiality of all information and data of the client towards third parties. Diligence will take all possible precautions within the framework of the assignment to protect the interests of the client.
The Client is obliged to treat all information and data obtained directly and/or indirectly from Diligence, which the client should reasonably realize are confidential, as confidential.
The Client shall not make this confidential information and data available to third parties.
The client shall not make any statements to third parties about the agency’s approach, its working method, and the like, nor make its reporting available, without the consent of Diligence.
If Diligence suffers damage due to the client’s failure to comply with the obligation of confidentiality, Diligence can recover this damage, increased by all costs associated with the collection of this damage, from the client.

Article 14: Address Provision by Client

Changes to the billing and/or business address and other administrative data must be communicated to Diligence as soon as possible in writing or in another manner indicated by Diligence.

Article 15: Invoices and Payments

All amounts are exclusive of VAT. VAT is only charged if and insofar as VAT is due under laws and regulations and is then stated separately on the invoice. The VAT treatment is determined per assignment (and where necessary per partial performance) based on the facts and circumstances known at that time, including the nature and scope of the work and (where relevant) the intended transaction structure. Changes in scope, transaction structure, facts and circumstances, or laws and regulations may have consequences for the VAT treatment. Diligence will process this in the billing starting from the change. The Client cannot derive any claim to adjustment of already issued invoices from (a change in) the VAT treatment, except insofar as a correction is necessary based on mandatory law.
Any (prior) interpretation or indication regarding the VAT treatment is based on the facts and circumstances known at that time. The VAT treatment ultimately follows from laws and regulations and the actual execution of the assignment.
If at any time it appears that a different VAT treatment applies based on (changed) laws and regulations, policy interpretation, or a position of the Tax Authorities, Diligence will adjust the billing in accordance with the applicable regulations. Such an adjustment does not lead to liability or compensation on the part of Diligence. Any consequences for the VAT deduction on the part of the Client are for their own account.
All amounts are expressed in euros. Payment of Diligence’s invoices must be made within 14 days after the invoice date, without any right to suspension, discount, or set-off, even in the event of bankruptcy, by transferring the amount to a bank or giro account indicated by Diligence.
In the event of liquidation, insolvency, bankruptcy, or suspension of payments of the client, all obligations of the client are immediately due and payable.
If the assignment is provided by more than one client, all clients are jointly and severally liable for the fulfillment of the obligations as described in this article, regardless of the name on the invoice.

Article 16: Collection Costs

If the Client has not paid the invoice within 14 days without deduction, discount, or set-off, Diligence is entitled, without any notice of default being required, to payment of this invoice and, without prejudice to its other legal rights, to:
• late payment interest, equal to the applicable statutory commercial interest, due on the outstanding amount from the due date until the day of full payment;
• all collection costs, both judicial and extrajudicial, in accordance with the following scale:
o 15% on the principal amount of the claim for amounts up to and including €10,000;
o 10% on the next €15,000 of the claim (i.e., the part of the claim between €10,001 and €25,000);
o 5% on the excess (i.e., the part of the claim above €25,000).
The minimum compensation for collection costs is €250 excl. VAT.
The Client can only object to an invoice within the aforementioned payment term. From the moment of default, the Client owes interest on the due amount as referred to in Art. 6:119a of the Dutch Civil Code.
Everything that Diligence has to claim from the Client is immediately due and payable if the Client is declared bankrupt or applies for their own bankruptcy, proceeds to a general assignment of assets, submits a request for suspension of payments, or otherwise loses full or partial control over their assets due to, for example, seizure, or in the case of a natural person, passes away or is placed under guardianship, or fails to fulfill any obligation resting on them by law or Agreement, or fails to pay an invoice or a part thereof within the applicable term, or proceeds to cease their business or an important part thereof, including the contribution of their business into a company to be established or an already existing company.
In the cases referred to in paragraph 3, Diligence is also entitled, without any obligation to pay compensation and without prejudice to its other rights and without notice of default or judicial intervention being required, to:
• dissolve the current agreement and all other existing agreements between Diligence and the Client, insofar as not yet executed, in whole or in part by means of a written notification to that effect by registered letter; and/or
• suspend the fulfillment of the agreed obligation until the Client has fulfilled all their obligations towards Diligence or a legal entity belonging to the Diligence group, however arisen;
• immediately demand in its entirety any amount owed by the Client based on the Services provided by Diligence, whereby granted discounts shall lapse; and/or
• before performing further, first obtain business or personal security or a bank guarantee from the Client for timely fulfillment of their payment obligations, or for everything the Client may owe Diligence under this agreement or otherwise.

Article 17: Liability

Diligence acts exclusively as an independent advisor for the parties involved and supports them in the decision-making process. Unless otherwise agreed in writing or if required by law, Diligence is not liable for direct, indirect, or consequential damage (including but not limited to lost income, business interruption, and loss of profit) arising from or related to the execution of the agreement, the actions or omissions of persons or items involved in the execution of the agreement.
The total liability of Diligence, regardless of the nature of the action, shall not exceed the amount covered for the relevant claim under Diligence’s applicable insurance, or, if such damage is not covered by insurance, up to a maximum of the amount of the average monthly invoice of the last three months preceding the event that gave rise to the claim.
Direct damage is exclusively understood to mean: the costs that must reasonably be incurred to make Diligence’s performance comply with the agreement; reasonable costs to determine the cause and extent of the damage, insofar as relating to direct damage; and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage.
The Client indemnifies Diligence against all claims from third parties for compensation of damage or otherwise, which are directly or indirectly, mediately or immediately related to the execution of the agreement between Diligence and the Client. Any right to compensation against Diligence expires after a period of one year from the day on which the client became aware of the damage or could reasonably have been aware of it.

Article 18: Fraud, Criminal Activities, and Reputational Damage

Diligence reserves the right to immediately suspend or terminate the services if there are reasonable grounds or suspicions of fraud, criminal activities, or other illegal acts by the Client or their representatives. This may also apply in the case of negative publicity or other external signals that could damage the reputation of Diligence.
In situations where external signals, such as negative publicity or reports, give rise to concerns about fraud, criminal activities, or other illegal acts, Diligence has the right to terminate the agreement immediately, without being obliged to conduct an internal or external investigation.
If Diligence decides to conduct an investigation, the Client must provide full cooperation. Refusal of cooperation may also lead to immediate termination of the agreement.
If it appears that the Client is involved in fraud, criminal activities, or other illegal acts, the Client can be held liable for all damage and costs suffered by Diligence in connection herewith, including but not limited to legal costs and reputational damage.
If Diligence terminates the agreement based on suspicions, external signals, or evidence of fraud, criminal activities, or negative publicity, this is considered a valid and lawful termination of the agreement without the Client being entitled to compensation.

Article 19: Force Majeure

If and insofar as Diligence cannot fulfill its obligations under the agreement, not in full or not in time or at the agreed place as a result of a cause which cannot be attributed to it, it is entitled to dissolve the relevant agreement, without judicial intervention and without being liable for damages, but while retaining the right to payment in proportion to the already executed part of the assignment, or to suspend the obligations under the relevant agreement for a period it deems reasonable, or to demand that the agreement be adjusted such that fulfillment remains possible.
In the latter case, the increased or decreased costs of execution will be settled, whereby Diligence has the right to charge the Client for costs incurred unnecessarily.
Causes that cannot be attributed to Diligence include: any unforeseeable stagnation in the regular course of business in Diligence’s enterprise or in the enterprise of a third party from whom Diligence procures goods or services, as well as apparent changes since the conclusion of the agreement in the factual circumstances which directly or indirectly influence the cost price factors or delivery possibilities, such as: fire, water damage, special weather conditions, disasters, war and threat of war, infectious diseases, government measures, riot, molestation, strike or lockout, work-to-rule actions, defects in machines or installations, interruption, stagnation in the supply of or rationing of raw materials, auxiliary materials or fuels, and all other circumstances independent of the will of Diligence, which complicate or exclude the execution of the assignment, as well as the non-fulfillment of an obligation by a third party from whom Diligence procures goods or services.
If one of the circumstances mentioned above occurs, Diligence shall notify the Client as soon as possible, submitting the available evidence.
In the event of force majeure, Diligence will take those measures that can reasonably be required of it.

Article 20: Disputes and / or Complaints

Complaints from the client(s) regarding Diligence’s services and/or regarding invoices and/or billing must be made in writing to the office of the Central Organization within 8 days after the provision of the service or the receipt of the invoice, with a request to mediate in the conflict that has arisen.
Complaints do not give the client(s) the right to suspend payment of the undisputed part of a claim.
The handling of and mediation in complaints by the Central Organization does not mean that Diligence considers the complaints to be justified or submitted in time. The Central Organization acts exclusively as an intermediary party between Diligence (regional) and the Client, not as a contracting party.
The provisions in this article do not change the right of parties to turn to the civil court.
Any claims from one or more client(s) are not subject to set-off.

Article 21: Termination

Each of the parties is only entitled to dissolve the agreement if the other party, after a proper and as detailed as possible written notice of default setting a reasonable term for remedying the shortcoming, attributably fails to fulfill essential obligations under the agreement.
If an agreement which by its nature and content does not end by completion has been entered into for an indefinite period, it can be terminated by each of the parties after proper business consultation and stating reasons by written notice. If no explicit notice period has been agreed between the parties, a reasonable period must be observed upon termination. Parties shall never be liable for any compensation due to termination.
Diligence can also terminate the agreement immediately based on the provisions in Article 17: Fraud, Criminal Activities, and Reputational Damage.
Diligence can terminate the agreement in whole or in part with immediate effect by written notice without notice of default and without judicial intervention if the Client is granted – whether or not provisionally – suspension of payments, if bankruptcy is applied for with respect to the Client, or if their business is liquidated or terminated other than for the purpose of reconstruction or merger of companies. Diligence shall never be liable for any compensation due to this termination.
If the Client, at the time of dissolution as referred to in Article 19.1, has already received performances for the execution of the agreement, these performances and the related payment obligation shall not be subject to reversal, unless Diligence is in default with respect to those performances. Amounts that Diligence has invoiced before the dissolution in connection with what it has already performed or delivered for the execution of the agreement remain due without prejudice to the provisions of the previous sentence and become immediately due and payable at the moment of dissolution.

Article 22: Applicable Law and Choice of Forum

Dutch law applies to all agreements between Diligence and the Client.
All disputes arising from the agreements between Diligence and the Client and which do not fall within the competence of the subdistrict court must in the first instance be brought before and adjudicated by the district court in Amsterdam, the Netherlands.