{"id":6146,"date":"2026-06-08T11:20:03","date_gmt":"2026-06-08T11:20:03","guid":{"rendered":"https:\/\/stepstonecf.com\/general-terms-and-conditions\/"},"modified":"2026-07-21T13:24:54","modified_gmt":"2026-07-21T13:24:54","slug":"general-terms-and-conditions","status":"publish","type":"page","link":"https:\/\/stepstonecf.com\/en\/general-terms-and-conditions\/","title":{"rendered":"General Terms and Conditions"},"content":{"rendered":"\t\t
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General Terms and Conditions of Stepstone Corporate Finance+ B.V.<\/h1>\t\t\t\t<\/div>\n\t\t\t\t
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(Hereafter: \u2018General Terms and Conditions\u2019)<\/em><\/p>

1. Definitions<\/strong><\/p>

In these general terms and conditions the following definitions apply:<\/p>

Engagement letter:<\/strong> a Stepstone Corporate Finance+ B.V. (hereafter \u2018SCF+\u2019) document in which the General Terms and Conditions are declared applicable and in which the Work is described.<\/p>

Client: the party awarding SCF+ an engagement.<\/p>

Assignment team<\/strong>: the individuals within SCF+ who are involved in the performance of the Work, as well as third parties (i.e. natural persons outside SCF+) who are engaged by SCF+ in the performance of the Work.<\/p>

Agreement: the General Terms and Conditions and the Engagement Letter together.<\/p>

Transaction: all Agreements whereby Client is a party, with the intention to acquire or divest, directly or indirectly, (part of) the shares or activities of the Client\u2019s (related) companies, regardless how the Transaction materializes.<\/p>

Transaction date: the date on which a notarial deed related to the Transaction is executed, or failing that, the date on which the execution of the Transaction commences in any other way.<\/p>

Success Fee: the fee owed by the Client to SCF+ for concluding the Transaction as described in the Engagement Letter<\/p>

Work: the activities to be performed by SCF+ for a Client pursuant to the Engagement Letter, including deliveries of goods and\/or services.<\/p>

Replacing sections 7:404 and 7:407(2) of the Dutch Civil Code, all engagements are accepted exclusively by SCF+.<\/p>

2. Applicability of the General Terms and Conditions<\/strong><\/p>

  1. These General Terms and Conditions apply to the Work to be performed by SCF+ for a Client. These General Terms and Conditions also apply to additional and continued Work. <\/p><\/li>

  2. Applicability of any purchase or other conditions of Client is explicitly rejected.<\/p><\/li><\/ol>

    3. Formation and Duration of the Engagement<\/strong><\/p>

    1. The Agreement is concluded at the moment that the Client confirms the Engagement Letter (orally or in writing or electronically or tacitly) or at the moment that the Work commences.<\/p><\/li>

    2. The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or tenor of the engagement given by the Client that it has been entered into for a definite period of time.<\/p><\/li><\/ol>

      4. Early Termination of the Engagement<\/strong><\/p>

      1. The Agreement may be terminated (in Dutch: opzeggen) by both SCF+ and the Client in writing with due observance of a thirty (30) day notice period. If the Client terminates within one year, the Client is obliged to compensate all damage and costs on the part of SCF+. These damages and costs include all costs incurred by SCF+ in connection with the Agreement and the (future) Work, investments made and loss of capacity. <\/p><\/li>

      2. SCF+ is entitled to the Success Fee, if within two years after termination of the Agreement a Transaction is still concluded.<\/p><\/li>

      3. Both SCF+ and the Client will only be entitled to dissolve (in Dutch: ontbinden) the Agreement if the other party fails imputably in the performance of an essential obligation under the Agreement and the other party is in default in this respect (as referred to in Section 6:81 of the Dutch Civil Code).<\/p><\/li>

      4. In the event of termination or dissolvement on the basis of article 4 paragraph 1 or 3, SCF+ retains the right to payment of invoices for Work already performed and any Work still to be performed in consultation. The Client’s payment obligation in respect of the invoice for Work already performed becomes immediately due and payable in full at the moment of termination or dissolvement of the Agreement. <\/p><\/li><\/ol>

        5. Exclusivity<\/b><\/p>

        During the term of this Agreement Client will not mandate any third party for similar Work as described in the Agreement.<\/p>

        6. Content of the Engagement \/ Priority in Case of Conflict<\/b><\/p>

        1. The Agreement constitutes the basis for all arrangements between SCF+ and the Client with respect to the Work.<\/p><\/li>

        2. Any amendments or changes to the Agreement must be recorded in writing. It is only an amendment if this is explicitly provided, otherwise it is a “supplement”. <\/p><\/li>

        3. In the event of conflict between the Engagement Letter and the General Terms and Conditions, the Engagement Letter will prevail.<\/p><\/li><\/ol>

          7. Execution of the Engagement<\/b><\/p>

          1. The Engagement Letter contains a description of the Work to be performed by SCF+.<\/p><\/li>

          2. SCF+ will make every effort to perform the Work to the best of its ability in accordance with the agreements and procedures agreed in writing with the Client.<\/p><\/li>

          3. SCF+ shall determine the manner in which and the person(s) by whom the Work is to be performed. If the Engagement Letter states that certain persons will carry out the Work, SCF+ will make reasonable efforts to ensure that these persons carry out the Work. SCF+ is entitled to replace the persons named in the Engagement Letter by persons with equal or comparable expertise. <\/p><\/li>

          4. If it was agreed that the Work will be performed in phases, SCF+ is entitled to postpone commencement of the Work that is part of a subsequent phase until the Client has accepted the results of the preceding phase in writing and has paid all amounts due.<\/p><\/li>

          5. Time limits within which the Work must be completed are only to be considered as strict deadlines if this has been expressly agreed. Under no circumstances may the Client dissolve the Agreement on account of a failure to meet a deadline. Furthermore, SCF+ shall in no event be liable for compensation on account of any failure to meet a time-limit. <\/p><\/li>

          6. If, at the request or with the prior approval of the Client, SCF+ carries out activities or performs other services that go beyond the content or scope of the Work, the Client shall pay SCF+ for those activities or services in accordance with SCF+’s usual rates.<\/p><\/li>

          7. The Client agrees that activities or services as referred to in Article 7.6 may affect the agreed or anticipated time of completion of the Work and the mutual responsibilities between the Client and SCF+.<\/p><\/li>

          8. In the interest of the Work activities, SCF+ may make use of the services of third parties (also in other jurisdictions), in the execution of the Work. If the Client wishes to call in third parties to execute the Work, it will solely do so after having agreed this with SCF+. <\/p><\/li>

          9. Upon completion of the Work SCF+ may provide written advice, confirm an oral advice in writing, provide a written (final) report or give an oral presentation. Prior to the completion of the Work, SCF+ may provide oral, draft or interim advice, reports or presentations. In such case, SCF+’s written advice or written (final) report shall prevail. The Client cannot rely on a draft or interim advice, report or presentation. <\/p><\/li>

          10. SCF+ is not obligated to update oral or written advice, reports or results of the Work in response to events occurring after the final version of the advice, report or results is issued.<\/p><\/li>

          11. Any advice, opinion, statement of expectation, forecasts and recommendations given by SCF+ as part of the Work will under no condition or circumstance whatsoever be understood as a guarantee with respect to future events or circumstances.<\/p><\/li><\/ol>

            8. Obligations of the Client<\/b><\/p>

            1. The Client shall, both of its own accord and at the request of SCF+, provide all cooperation and all relevant documents that SCF+ may reasonably require for the proper execution of the Work, in good time and in the desired form and manner.<\/p><\/li>

            2. The Client will ensure that SCF+ is informed without delay of facts and circumstances which may be relevant in connection with the proper execution of the Work.<\/p><\/li>

            3. The Client warrants the accuracy, completeness, reliability and legitimacy of the data and documents made available to SCF+, including those originating from third parties, except where the nature of the Work dictates otherwise.<\/p><\/li>

            4. SCF+ will not be liable for any loss suffered by the Client as a result of the fact that the Client or any third party (i) did not inform in good time of, or withheld, facts and circumstances which may be relevant in connection with the proper performance of the Work and (ii) misrepresented the facts. <\/p><\/li>

            5. The Client shall bear the extra costs and additional fees resulting from any delay in the performance of the Work caused by the fact that the information and documents referred to in Article 8(1) were not made available or were not made available properly or in good time, or by failure to cooperate, to cooperate in good time or to cooperate properly, including failure to make employees available.<\/p><\/li>

            6. SCF+ has the right to suspend the execution of the Work until the moment the Client has fully complied with the obligations in article 8 (1) and (2).<\/p><\/li><\/ol>

              9. Responsibilities of the Client<\/b><\/p>

              Without prejudice to the obligations and responsibilities of SCF+ in the execution of the Work, the Client shall remain responsible and liable for, inter alia:<\/p>

              • the management and operation of its business, the conduct of its business activities and its own business affairs;<\/p><\/li>

              • the decisions made by the Client regarding the extent to which it wishes to rely on the advice, recommendations or other results of the Work provided by SCF+, as well as regarding the use and implementation thereof;<\/p><\/li>

              • the appointment by the Client of a person who possesses appropriate capabilities, knowledge and experience to be responsible at all times for the Client’s decisions and to assess the suitability of the results of the Work performed on the Client’s behalf and to take responsibility for actions, if any, arising from the results of the Work.<\/p><\/li><\/ul>

                10. Confidentiality<\/b><\/p>

                1. Other than in so far as is conducive or necessary for the implementation of the Work, SCF+ is obliged to maintain confidentiality regarding confidential information provided by or on behalf of the Client towards third parties other than those involved in the implementation of the Work. This obligation does not apply insofar as SCF+ is obliged to disclose this information by law or by any regulations of a supervisory body to which SCF+ is subject. <\/p><\/li>

                2. The obligation set out in paragraph 1 of this Article shall not apply in the event that the information referred to in that paragraph is already publicly known or becomes publicly known other than as a result of unlawful disclosure. The obligation in question is also without prejudice to the right of SCF+ to submit the information referred to in paragraph 1 of this Article to its insurers and\/or advisers in connection with SCF+’s professional liability. <\/p><\/li>

                3. SCF+ is entitled to use the information made available by its Client if SCF+ acts on its own behalf, or persons employed by\/for or connected with SCF+ act on their behalf, in disciplinary, criminal or civil proceedings in which such information may be of importance.<\/p><\/li>

                4. Unless the Client has obtained prior written permission from SCF+, the Client will not disclose the content of the Engagement Letter, reports, advice or other statements made by SCF+, whether or not in writing, which were not prepared or made for the purpose of providing the information contained therein to third parties. The Client will, moreover, ensure that third parties cannot take note of the content referred to in the preceding sentence. <\/p><\/li>

                5. SCF+ and the Client shall impose their obligations pursuant to Article 10 on third parties engaged by them.<\/p><\/li>

                6. SCF+ reserves the right to use the Client’s name and to mention the kind of work it performed for the Client for publicity and reference purposes, and to mention all particulars which have already been made publicly known in the media.<\/p><\/li><\/ol>

                  11. Intellectual Property<\/b><\/p>

                  1. SCF+ reserves all rights in respect of products of the mind that STEPSTONE CF+ uses or has used or develops or has developed in performing the Work.<\/p><\/li>

                  2. The Client is expressly prohibited from reproducing, disclosing or exploiting the products referred to in Article 11.1, including computer programmes, system designs, processes, advice, master or other contracts and other intellectual products of SCF+.<\/p><\/li><\/ol>

                    12. Fee \/ Payment \/ Recovery of Costs<\/b><\/p>

                    1. SCF+ will invoice the Work on the basis of its fees, costs (in principle excluding any third parties that have been engaged as they will usually invoice directly) and any taxes due on these. On all services of SCF+ 21% VAT is applicable. For the avoidance of doubt, the fees stated in the Engagement Letter are exclusive of VAT. <\/p><\/li>

                    2. SCF+\u2019s fee (with the exception of the Success Fee) does not depend on the result of the Work.<\/p><\/li>

                    3. The Success Fee is a percentage of the Enterprise Value calculated under the assumption that the buyer acquires 100% of the share capital or assets, regardless of the actual number of shares acquired. If the Company is sold in separate transactions, the Enterprise Value is calculated based on the combined Enterprise Values of the separate transactions. <\/p><\/li>

                    4. The Enterprise Value is defined as the total amount payable to the shareholders (including any deferred payments such as earn-outs and interest payments) for the sale of (part of) the Company and includes what has been paid in cash or cash equivalents (for example, shares) plus the book value of any interest-bearing debts on the transaction balance sheet of the Company plus any “debt like items” (such as pension deficits, corporate tax payable, shortfalls in working capital and overdue investments) minus the excess cash on the transaction balance sheet.<\/p><\/li>

                    5. Invoices will be paid by the Client, without any deduction, discount or setoff, within fifteen (15) days of the invoice date. This with the exception of a possible agreed Success Fee, which is payable on the Transaction Date. If the Customer has not paid within this payment term, SCF+ shall be entitled, without further notice of default or prejudice to SCF+’s other rights, to charge the Customer the statutory commercial interest (as referred to in Section 6:119a of the Dutch Civil Code) from the due date until the date on which payment is made in full. <\/p><\/li>

                    6. All judicial and extrajudicial (collection) costs reasonably incurred by SCF+ as a result of non-compliance by the Client with its payment obligations shall be for the account of the Client.<\/p><\/li>

                    7. If, in the opinion of SCF+, the Client’s financial position or payment record gives cause to do so, SCF+ shall be entitled to require the Client to pay in advance, in full or in part, and\/or to provide (additional) security in a form to be determined by SCF+. If the Client fails to provide the required security, SCF+ shall be entitled, without prejudice to its other rights, to immediately suspend further performance of the Agreement and all that the Client owes to SCF+ on any account whatsoever shall become immediately due and payable. <\/p><\/li>

                    8. In the event that SCF+ is obliged or requested to provide information about the Client on the basis of a request or order from a regulatory body or government body or on the basis of any legal proceedings, the Client shall compensate SCF+ for the costs of SCF+ and its personnel involved in such a request, order or proceedings, in the event that the actions of SCF+ are not (partly) the subject of such a request, order or proceedings.<\/p><\/li><\/ol>

                      13. Liability<\/b><\/p>

                      1. SCF+ will perform the Work (and any additional work) to the best of its abilities and, in doing so, will exercise the required due care. SCF+ will only be liable if the Client can demonstrate that it has suffered loss as a direct result from wilful intent (in Dutch: opzet) or deliberate negligent behaviour (in Dutch: bewuste roekeloosheid) of SCF+. <\/p><\/li>

                      2. The liability of SCF+ is limited to an amount equal to one (1) times the amount of the fee due and already paid to SCF+ pursuant to the provisions in the Engagement Letter. This limitation of liability applies in full in the case of liability to several Clients; in such a case, SCF+ will not pay to all Clients jointly more than one (1) time the amount of the fee due and already paid to SCF+ pursuant to the provisions in the Engagement Letter. <\/p><\/li>

                      3. SCF+ will not be liable in any way whatsoever for consequential damages (including but not limited to lost profit, lost savings, loss due to business interruption).<\/p><\/li>

                      4. SCF+ will exercise due care when engaging third parties. SCF+ will not be liable for any errors and\/or failures of such third parties. <\/p><\/li>

                      5. The limitations of liability in Article 13 operate for the benefit of both SCF+ (itself) and the persons, both individually and jointly, within the Engagement Team.<\/p><\/li>

                      6. The provisions of this article 13 relate to both contractual and non-contractual liability of SCF+ towards the Client.<\/p><\/li><\/ol>

                        14. Indemnity<\/b><\/p>

                        1. The Client shall indemnify SCF+ against all thirdparty claims arising from or related to the Work performed or to be performed for the Client, unless such claims are the result of wilful intent (in Dutch: opzet) or deliberate negligent behaviour (in Dutch: bewuste roekeloosheid) on the part of SCF+’s executive staff. The indemnification also relates to all damage and (legal) costs that SCF+ suffers or incurs in connection with such a claim. <\/p><\/li>

                        2. The indemnity in paragraph 1 of this Article is also stipulated on behalf of the persons, both individually and jointly, within the Engagement Team, as well as on behalf of the partner firms of SCF+ (whether or not engaged by SCF+), for the performance of the Work.<\/p><\/li><\/ol>

                          15. Personal Data Protection<\/b><\/p>

                          1. SCF+ may process personal data concerning and\/or provided by the Client (i) in the context of the Work, (ii) in the context of complying with legal obligations imposed on SCF+, (iii) in connection with the support of the services provided by SCF+ to the Client. <\/p><\/li>

                          2. SCF+ may share personal data with third parties engaged by SCF+ for (support relating to) the performance of the Work. Personal data will only be shared to the extent necessary with regard to the aforementioned activities. <\/p><\/li>

                          3. The Client has an independent obligation to comply with the applicable privacy legislation. The Client guarantees the legitimacy of the disclosure of the personal data to SCF+, and in doing so complies with all the legal obligations that rest with the Client in accordance with the applicable privacy legislation, including the obligation to inform data subjects of the disclosure of their personal data to SCF+ and the processing thereof by SCF+ in the context of the Agreement. <\/p><\/li>

                          4. SCF+ shall, where personal data are provided by the Client, inform the Client in the event of (i) the receipt of a request from the data subject aimed at exercising his rights, (ii) the receipt of a complaint or claim related to the processing of the personal data. <\/p><\/li>

                          5. If requested by SCF+, the Client shall, without unreasonable delay, render all cooperation and provide information in order to comply with applicable privacy legislation, including but not limited to the timely fulfilment by the Client of requests as referred to in Article 15, clause 4 under (i) and informing data subjects if SCF+ is obliged to do so as a consequence of a breach as referred to in Article 15, clause 4 under (iii).<\/p><\/li>

                          6. The Client shall indemnify SCF+ against all third party claims arising from or related to the Client’s non-compliance with the Applicable Privacy Law. The indemnification also relates to all damage and (legal) costs that SCF+ suffers or incurs in connection with such a claim. <\/p><\/li><\/ol>

                            16. E-mail and Use of Internet<\/b><\/p>

                            1. The Client and SCF+ may communicate with each other by means of e-mail. The use of e-mail and internet is subject to risks, such as (but not limited to) distortion, delay, interception, manipulation and viruses. SCF+ is not liable for any damage arising from the use of e-mail and\/or internet, except in so far as the damage is the result of wilful intent (in Dutch: opzet) or deliberate negligent behaviour (in Dutch: bewuste roekeloosheid) on the part of SCF+. In the event of any doubt as to the content or transmission of e-mail and\/or electronic data storage, the data extracts from the computer systems of SCF+ will be decisive. <\/p><\/li>

                            2. In case of electronic distribution of information\u2013 including (but not limited to) reports \u2013 of Client by SCF+ to third parties in relation to the Work, Client is considered as the one who signs and sends this information.<\/p><\/li><\/ol>

                              17. File Storage and Ownership<\/b><\/p>

                              SCF+ will keep a file in relation to the assignment given by the Client. SCF+ shall take appropriate measures to safeguard the confidentiality and safe custody of the file and to retain the files for a period that is acceptable for proper professional practice <\/p>

                              18. Termination Period<\/b><\/p>

                              Unless otherwise provided in the General Terms and Conditions, rights of action and other powers of the Client vis-\u00e0-vis SCF+, on any account whatsoever, will lapse at the latest after one (1) year after the moment when the Client became aware or could reasonably have become aware of the existence of these rights and powers or, if earlier, one (1) year after the Transaction Date.<\/p>

                              19. Continued Effect<\/b><\/p>

                              All rights and obligations arising from the Agreement, which according to their purport are intended to continue in force after termination of the Agreement, shall remain in full force and effect after termination.<\/p>

                              20. Transfer<\/b><\/p>

                              Neither party to the Agreement is entitled to transfer the rights and obligations arising from or related to the Agreement to a third party without the written consent of the other party.<\/p>

                              21. Applicable Law and Jurisdiction<\/b><\/p>

                              The Agreement is governed by Dutch law. All disputes arising from or related to the Agreement shall be submitted in the first instance to the competent court in Amsterdam. <\/p>

                              Stepstone Corporate Finance+ B.V.<\/em>Suikersilo-Oost 33 (10th Floor) | 1165 MS | Halfweg<\/em>T. 0 85 500 0324 | E. info@stepstonecf.com | www.stepstonecf.com<\/em>KvK. 78598400 | VAT. 861 464 618.B01<\/em><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

                              General Terms and Conditions of Stepstone Corporate Finance+ B.V. (Hereafter: \u2018General Terms and Conditions\u2019) 1. Definitions In these general terms and conditions the following definitions apply: Engagement letter: a Stepstone Corporate Finance+ B.V. (hereafter \u2018SCF+\u2019) document in which the General Terms and Conditions are declared applicable and in which the Work is described. 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