Cookie policy
What are cookies?
Cookies are small text files that are stored on your computer, tablet or phone when you visit our website. They make our website work properly, remember your preferences and allow us to analyse how the site is used.
Which cookies do we use?
- Functional cookies
These cookies are essential for our website to function properly. For example, they allow you to stay logged in or ensure that your preferences are remembered. - Analytical cookies
With these cookies, we collect anonymised data on how visitors use our website. This helps us to continuously improve our site. - Marketing cookies
These cookies help us show relevant ads that match your interests, for example through Google Ads.
Third-party cookies
Relay Corporate Finance also uses third-party services, such as Google Analytics and social media plugins, which themselves may set cookies. These parties have their own privacy and cookie policies.
How can you manage cookies?
- Cookie settings on our website
Our cookie banner allows you to turn cookies on or off by category. - Browser settings
You can also block or delete cookies via your browser's settings. Please note that this may affect the functionality of our website.
Cookie retention period
Cookies remain active for a maximum of 13 months, unless a shorter period is applied by the provider.
Questions?
Do you have any questions about our cookie policy? Feel free to contact us via info@relaycf.nl.
7. Indemnification
- None of the Indemnified Persons shall have any liability for loss of profits, loss of business opportunities or any other form of indirect or consequential loss suffered by the Company or its Affiliated (Legal) Persons.
- Save for a claim by the Company against Relay or its other Affiliated (Legal) Persons, the Company shall not take any legal action in respect of such claim against any director, auditor, employee, employee, shareholder, controlling person or nominee of Relay or its Affiliated (Legal) Persons.
- Neither Relay nor any Released Person shall be liable or be held liable for non-performance (or delay in performance) of any obligations in relation to this Order to the extent caused by a Force Majeure Event.
- Neither Relay nor any Released Person shall be liable or may be held liable for any amount in excess of the minimum compensation under this Agreement with a maximum of EUR 10,000.
- The Company shall indemnify each of the Indemnified Persons against all claims, proceedings, demands, investigations of regulators or authorities, legal actions and judgments, filed, threatened or instituted against any Indemnified Person and all Damages which any Indemnified Person may suffer or incur, directly or indirectly caused by or arising out of the Assignment or the performance of work thereunder or the involvement of any Indemnified Person in the transaction(s) contemplated thereby, and/or the distribution, publication, content or accuracy, or omission in any statement made or any document issued in connection with this Engagement, unless in respect of an Indemnified Person, the foregoing according to a final judgment of a court of competent jurisdiction is the result of wilful misconduct or gross negligence on the part of the Indemnified Person concerned.
- If the Company or an Indemnified Person becomes aware of any claim, which could lead to liability under this Indemnity, said party shall (to the extent lawful), promptly notify the other party in writing.
- If an Indemnified Person fails to notify the Company in writing of any claim or is late in doing so, the Company shall not be relieved of its obligations unless (and only to the extent that) the Company is materially prejudiced by such failure or delay (where failure to notify due to a statutory or regulatory restriction shall not be deemed to constitute negligence or delay by an Indemnified Person).
8. Transaction
- A Transaction includes any transaction or series or combination involving the direct or indirect transfer of control over, or an interest in, the Company and/or associated entities and/or the subject matter of the Transaction, interests or assets by way of sale, lease, transfer or other for consideration, including but not limited to a sale or transfer of shares, subordinated equity or assets, lease of assets, a merger, demerger, formation of a joint venture, minority interest or formation of a joint venture, entering into one or more strategic alliances, or a transaction that has the same purpose as described above.
- The Transaction Value means, for each Transaction, the aggregate of: (a) the amount paid or payable in cash, shares, interest-bearing securities or any non-cash consideration, the amount of which is determined by the higher of (i) the issue price, (ii) the quoted market price or (iii) if (i) and (ii) is not possible, the calculation thereof by Relay, (i), (ii) and (iii) at the time of completion of the Transaction; (b) any dividend or distribution or other payment made or payable to the Company or associated entities as part of the Transaction; (c) the entire debt of the Company and/or related associated entities and/or the object of the Transaction including on and off balance sheet financing, leases, preference shares or liabilities to tax authorities, pension, other outstanding employee liabilities, including bonuses or similar and transaction costs; and (d) any deferred payment or potential payable, including earn-outs or bonuses, to be calculated by Relay based on a reasonable estimate of the affordability thereof, to be based on financial expectations and other information available at completion of the Transaction.
9. Applicable law and jurisdiction
- This Agreement is governed by Dutch law.
- All disputes relating to the legal relations between Relay and the Company to which these General Terms and Conditions apply shall be submitted exclusively to the competent court in the district of Amsterdam.
10. Miscellaneous
- The court in the district of Relay's place of business has exclusive jurisdiction to hear disputes.
- Any agreement between Relay and the Company is governed by Dutch law.
- Relay is authorised to make amendments and/or additions to these terms and conditions. These amendments will take effect at the announced time of entry into force.
- Relay is at all times authorised to perform similar services for third parties, including any competitors of the Company.
- Relay is entitled to include a summary description of the Transaction on its website and for general marketing purposes, unless the Company has serious objections to this.
- Should one or more provisions of these terms and conditions prove to be void or non-binding, the remaining provisions of these terms and conditions will remain in full force.