General Terms and Conditions Avaxa Debt Advisors B.V.
1. You, you or the client: the party for whom the Engagement is performed.
2. We or us: the legal entity Avaxa Debt Advisors B.V.
3. Engagement: the oral or written agreement in which we undertake to provide services to you.
All relations between Avaxa Debt Advisors B.V. (“Avaxa”) and you are subject to these General Terms and
Avaxa Debt Advisors B.V. (“Avaxa”) is a limited liability company (‘besloten vennootschap met beperkte
aansprakelijkheid’) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam,
the Netherlands, and is registered with the Dutch trade register under number 66402344.
1. All Engagements are given to Avaxa as an organization, also in case you expressly or implicitly or
tacitly intend the Engagement to be performed by a specific person. The applicability of articles 7:404,
7:407 paragraph 2 and 7:409 paragraph 1 of the Dutch Civil Code is excluded.
2. The services provided by Avaxa explicitly exclude any legal, regulatory, tax, valuation, pension,
accounting or technical advice.
3. Avaxa shall provide its services to the best of its ability and exercise the due care that, in the given
circumstances, may reasonably be expected from it with respect to the services provided by or on its
behalf. Avaxa does not guarantee that the Engagement will be performed, nor that it is possible to
4. Any written or oral information or advice to be provided by Avaxa in connection with its Engagement
is explicitly provided on behalf of and is exclusively for the information of you and shall not be made
available to third parties or be disclosed publicly without the prior written consent of Avaxa, nor can
any third party rely on such advice.
5. If we have not yet received a separate signed Engagement letter, the Engagement shall be deemed to
have been established under these General Terms and Conditions as soon as we have actually started
performing the Engagement.
6. Avaxa is authorized, when performing Engagements, to use the services of third parties. We shall take
the necessary due care in selecting third parties to be engaged in carrying out an Engagement. Avaxa is
not liable for any acts or omissions of third parties. You hereby authorize us to accept any limitations of
the liability of third parties on your behalf.
1. If an Engagement requires your cooperation, you shall provide us with all information and documents
that we require for proper and timely execution of the Engagement and you shall do so on time and in
the form and manner that we require.
2. You alone shall bear the responsibility for determining the scope of the Engagement and for taking
decisions (partially) based on, or in connection with, our services.
3. Avaxa shall perform the Engagement on the basis of the financial and other information provided to it
in respect of the Engagement,. You undertake to ensure that the information you provide is correct,
accurate and complete. You hereby agree that if Avaxa receives information from third parties in
respect of the Engagement, Avaxa can assume, without any need for further verification, that this
information is correct, accurate and complete.
4. Any additional costs and damage or loss caused by a delay in the execution of the Engagement resulting
from failure to make the requested information, facilities and/or staff available, or failure to do so on
time or in the proper form, shall be for your account and risk.
5. In providing services within the scope of its Engagement, Avaxa does not accept responsibility for the
inaccuracy of, or misstatements or omissions in, financial, commercial, tax, technical, accounting or
other information from or relating to any other party than Avaxa and for any assumptions of such
parties based thereon provided to Avaxa in connection with the Engagement.
6. When concluding an Engagement and during the term of the Engagement, you must inform Avaxa, on
your own initiative, or when requested to do so, regarding all facts and circumstances which may be
relevant, in any way, for the timely and correct performance of the Engagement, including vis-a-vis
7. Information provided to Avaxa by you shall be returned to you, at your request, after completion of the
Engagement. Avaxa shall keep its own (electronic) working files on the Engagement, containing copies
of in its opinion relevant documents, which shall remain its property.
1. Avaxa treats all information obtained from you in connection with an Engagement strictly confidential.
Such information shall only be shared with third parties that are not at any time engaged with respect to
the specific Engagement after prior written approval of you, such approval not to be unreasonably
withheld. The obligation to treat all information confidential does not apply to the extent that (i) such
obligation conflicts with applicable law, regulation or with any rules, orders or judgments rendered by
any governmental institution, court or regulatory body or is to be made pursuant to governmental
action, regulatory requirement or request (ii) according to Avaxa, sharing such information is necessary
to defend its legal position in any legal or regulatory proceedings and/or investigations, any
disciplinary, civil, administrative or criminal proceedings or otherwise to comply with its own
regulatory obligations, or (iii) at the date of acceptance of an Engagement or thereafter such information
is public knowledge or which was already known to Avaxa prior to its Engagement, otherwise than
through unlawful disclosure of which Avaxa at the time of disclosure was or could reasonable have
been aware that it was unlawful.
2. Except where any national or international legislation or regulations require you to disclose
information, or except where Avaxa has given its prior written consent, you shall not disclose, or
provide to third parties, any information concerning the Engagement, the content of reports, opinions or
any other written or oral statements issued by Avaxa. This provision shall apply mutatis mutandis if the
Engagement is terminated early.
3. We shall have the right to mention your name and sketch a broad outline of the services provided to
potential and existing clients as an illustration of our experience.
1. All fees of services performed by Avaxa exclude (i) out-of-pocket travel and accommodation expenses,
(ii) VAT and any other (future) taxes and other levies and (iii) costs relating to the engagement of third
parties. Avaxa shall recharge the costs of any such out-of-pocket expenses, third-party fees, taxes and
levies to you.
2. All fees of services performed by Avaxa will be determined in a separate written agreement.
3. If any pricing factors, such as salaries and/or rates, and/or circumstances are subject to change between
the inception date and completion date of the Engagement, Avaxa shall have the right to adjust the
previously agreed fee accordingly.
4. Unless agreed otherwise, invoices will be sent by the end of each calendar month. All payments will
become due and payable within a period of fourteen days of the date of invoice. Upon expiration of this
deadline, you will be in default, within any further notice of, and from that moment all judicial and
extrajudicial costs incurred by Avaxa relating to obtaining fulfilment will be for the account of you,
including any costs of legal assistance.
5. Complaints about or objections to any amounts charged shall not suspend your obligation to pay.
6. In case the invoice has not been paid within the set time period, Avaxa has the right to suspend all
activities for you, after prior notification to you. Avaxa will not be liable for damages which may occur
as a result of this suspension of activities.
7. Avaxa may ask you, for an advance payment of fees. Any advance payment of such fees will be set off
against the final invoice to be paid by you.
1. Either party has the right to terminate the Engagement in writing, with the observance of a reasonable
2. Either party is entitled to terminate the Engagement, either partially or in full, in writing with immediate
effect, without notice of default or judicial intervention being required, if the other party has been
granted a provisional or final suspension of payment, or has been declared insolvent or bankrupt, or if
its business is or shall be wound up or discontinued.
9. Liability and indemnification
1. If, in the context of the performance of an Engagement, an event occurs which leads to liability of
Avaxa, then such liability shall be limited to either:
a. the amount paid out under Avaxa’s professional liability insurance policy, increased by the
amount of the deductible that is not for the account of the insurers under the policy terms and
conditions, in the event that Avaxa has any insurance coverage for such damages; or
b. the amount which is equal to two (2) times the relevant fee received (excluding success fees
and excluding costs charged by any third party) with a maximum of EUR 150.000, in the event
that Avaxa does not have insurance coverage for such damages.
In no event shall Avaxa be liable for punitive damage, indirect damages (‘indirecte schade’),
consequential damages (‘gevolgschade’) and/or loss of profits (‘gederfde winst’).
2. You will not hold Avaxa liable for any third party claims, including a claim for reasonable costs for
legal assistance, which will be related in any way to the services rendered to you, unless such claims are
the result of wilful misconduct (‘opzet’) or gross negligence (‘grove schuld’) of Avaxa.
3. You shall indemnify us and hold us harmless against any claim by third parties that may arise as a result
of any failure on your part to comply or to comply properly with any obligation arising from the
Engagement and/or these General Terms and Conditions, unless you demonstrate that the losses do not
relate to imputable acts or omissions on your part, or were caused by wilful misconduct (‘opzet’) or
gross negligence (‘grove schuld’) on Avaxa’s part. This indemnification shall apply also in respect of
any shareholders, directors of shareholders, managing directors or employees of Avaxa or third parties,
whom we engage for the performance of the Engagement, who shall accordingly be able to invoke this
4. Any right to compensation for damage shall lapse twelve months after the occurrence of the event that
caused the damage for which Avaxa is liable.
10. Use of internet
The parties may communicate with each other via electronic means of communication. The parties
recognize the risks associated with the use of electronic communication, including but not limited to
distortion, delays, interception, manipulation and viruses. The parties hereby declare that they shall not hold
each other liable for any damage or loss incurred by either of them as a result of the use of electronic
communications. This also applies to the use of electronic communications – irrespective of the form –
between Avaxa and third parties, including but not limited to Dutch or tax authorities. The parties shall do
or omit all that can reasonably be expected of them to avoid such risks.
11. These General Terms and Conditions are available in the Dutch and English language. In case of any
discrepancy as to the contents and purport of these General Terms and Conditions, the Dutch text shall take
12. The provisions in these General Terms and Conditions are made for the benefit not only of Avaxa, but also
of all natural persons or legal entities that are involved, whether directly or indirectly, in any matter
whatsoever for the services provided by or on behalf of Avaxa.
13. The legal relationship between Avaxa and you shall be governed by Dutch law. Any dispute between Avaxa
and you shall be exclusively submitted to the competent court in Amsterdam, the Netherlands.
These General Terms and Conditions have been filed at the Dutch trade register on 1 September, 2016 and will
be provided free of charge upon request and can be consulted at www.avaxa.nl.