General Terms and Conditions M&A Community

Article 1 Definitions.

For the purpose of these general terms and conditions the following meaning is ascribed to the terms indicated below:

  1. Alex van Groningen: the private company with limited liability Alex van Groningen Management Corporate & Finance Training BV, having its registered office in Amstelveen;
  2. M&A Community; the M&A Community is the platform for professionals employed in M&A, Corporate Finance, and Private Equity;
  3. Full Membership: natural person who agreed with the brochure as described in paragraph 9; natural persons with a full membership of the M&A Community have access to all deals, dealmakers, and league tables in the M&A Database. The members also receive M&A Magazine, the newsletter, a personal profile on MenA.nl and in M&A Magazine, and they have access to the M&A Master Classes and events for Full Members. The information (name, e-mail address, phone number, job title, company, expertise) and profile photo of a Full Member will be published on your personal profile on MenA.nl and in the 'Top 1.000 Dealmakers' edition of M&A Magazine once in a year;
  4. Young Membership: natural person, younger than 36 years old, who agreed with the brochure as described in paragraph 9; natural persons with a Young membership of the M&A Community have access to all deals, dealmakers, and league tables in the M&A Database. The members also receive M&A Magazine, the newsletter, a personal profile on MenA.nl and in M&A Magazine, and they have access to the Young M&A Master Classes and events. The information (name, e-mail address, phone number, job title, company, expertise) and profile photo of a Young Member will be published on your personal profile on MenA.nl and in the 'Top 1.000 Dealmakers' edition of M&A Magazine once in a year;
  5. Online Membership: natural person who agreed with the brochure as described in paragraph 9; natural persons with an online membership of the M&A Community receive the newsletter and obtain a profile on MenA.nl. The information (name, e-mail address, phone number, job title, company, expertise) and profile photo of an Online Member will be published on your personal profile on MenA.nl;
  6. Company Membership: company who agreed with the brochure as described in paragraph 9; natural persons working for the company with a full membership or a young membership of the M&A Community have access to all deals, dealmakers, and league tables in the M&A Database. The members also receive M&A Magazine, the newsletter, a personal profile on MenA.nl and in M&A Magazine, and they have access to the M&A Master Classes and events for Full or Young Members, depending on their membership. The information (name, e-mail address, phone number, job title, company, expertise) and profile photo of the members will be published as a personal profile on MenA.nl and in the 'Top 1.000 Dealmakers' edition of M&A Magazine once in a year;
  7. Programmes: Master Classes, M&A Forums, Corporate M&A Forum, Private Equity Forum, seminars, training sessions, courses, lectures, conferences, workshops, and the like to be organised by Alex van Groningen;
  8. Participant: a natural person who in pursuance of a full membership, young membership and/or an online membership is a member of the M&A Community and who shall participate in a programme and who shall have access to certain components of MenA.nl; Client: each and every natural or legal person who concluded an agreement with Alex van Groningen in pursuance of which a participant is entitled to participate in a programme;
  9. Brochure: a brochure to be issued by Alex van Groningen for the benefit of a specific programme that includes specific information regarding the full membership, young membership, online membership and company membership of the M&A Community. The full membership brochure: http://mena.nl/full-membership. The young membership: http://mena.nl/young-membership The online membership brochure: http://mena.nl/online-membership. The company membership: Company Membership ;
  10. Cancellation: unilateral termination of the agreement either by the client or by Alex van Groningen.

Article 2 Applicability

  1. These general terms and conditions are applicable to any and all offers of Alex van Groningen, its relationship with the participant, any and all agreements concluded between Alex van Groningen and its client as also to the implementation thereof, all to the extent that this is related to programmes. 
  2. Applicability of other general or specific terms and conditions is expressly excluded, unless the applicability of the said terms and conditions was expressly accepted by Alex van Groningen, either in writing or electronically.
  3. Should Alex van Groningen, for the implementation of the agreement, be within reason held to outsource parts of the said implementation to a third party then Alex van Groningen shall be deemed to have consent of the client for this and Alex van Groningen shall be entitled vis-à-vis the client to rely on the provisions of the terms and conditions applied by the said third party.

Article 3 Proposals

  1. Any and all proposals of Alex van Groningen are subject to contract, unless they contain a period for acceptance or if the contrary was expressly communicated in an individual offer addressed to the client, either in writing or electronically.
  2. Registration for the online, young and the full membership is only possible by sending in the thereto designated registration form, which is completed on MenA.nl. For the full membership this is http://mena.nl/full-membership. For the young membership this is http://mena.nl/young-membership and for the online membership this is http://mena.nl/online-membership.
  3. Registration for the company membership is possible by signing a contract by email to [email protected]

Article 4 Agreement

  1. An agreement between Alex van Groningen and the client is only concluded after the registration as intended in article 3 paragraph 2 has been accepted by Alex van Groningen and this was confirmed to the client by Alex van Groningen, either in writing or electronically.
  2. The terms and conditions applicable at the time of conclusion are deemed to form part of the agreement between Alex van Groningen and the client.
  3. Should the provisions set forth in agreement be at odds with the present terms and conditions then the provisions set forth in the agreement shall prevail.

Article 5 Price

  1. The prices stipulated upon the conclusion of the agreement are based on the underlying proposal, which are included on the website, and are applicable excluding turnover tax.
  2. If circumstances regarding the cost price factors occur after the conclusion of the agreement between Alex van Groningen and the client that justify a change of the stipulated price then Alex van Groningen shall be entitled to change the price accordingly, without the same resulting in cancellation of an awarded contract by the client. Cost price factors do in any case include, but are not limited to: exchange rate fluctuations, taxes, duties or other official levies.

Article 6 Implementation of agreement

  1. Alex van Groningen shall implement (have implemented) the agreement concluded with the client to the best of its ability and knowledge in accordance with high standards but reserves the right to make improvements and other changes in the programme.
  2. Prior to the start of the programme components (M&A Forums, Private Equity Forum, and Corporate M&A Forum) Alex van Groningen shall provide for despatch of additional information regarding the programme.
  3. All full and young members of the M&A Community obtain direct access to the M&A Database, league tables, and deals.

Article 7 Payment

  1. Simultaneously with the confirmation as intended in article 4 paragraph 1 an invoice is sent to the client regarding the stipulated price.
  2. The client commits to pay any and all invoices that it receives from Alex van Groningen within 30 days after the date of the invoice.
  3. In case of liquidation, bankruptcy or suspension of payment of the client its (payment) obligations shall immediately fall due. The (payment) obligations of the client shall also immediately fall due if Alex van Groningen is informed of circumstances that give it good cause to fear that the client shall not (be able to) comply with its (payment) obligations.
  4. Payment must take place in the currency of the invoice through remittance to a giro or bank account.
  5. In case of an overstepping of the imposed payment term of 30 days, however in any case prior to the start of the programme, the client is, without any relevant notice of default being required, liable to pay default interest on the payable amount effective as from the due date up to the day of payment equal to the statutory interest applicable to commercial agreements.
  6. Effective as from the due date the client is also liable to pay extrajudicial costs plus the interest payable up to the writ of summons, all unless Alex van Groningen argues in a substantiated manner that the actually incurred costs are higher than the fixed amount as intended above and are reasonable.
  7. Payments effectuated by the other party first apply to settlement of all payable interest and costs and then to claimable invoices that have been outstanding the longest, even if the client indicated that the payment is related to a later invoice.

Article 8 Cancellation

  1. Cancellation of the full and young membership by the client is possible up to 30 days prior to the start of the renewal of the agreement. The full and young membership can be cancelled digital at https://mena.nl/mijn-profiel. Alex van Groningen confirms to the client whether or not the cancellation in pursuance of this article was proper.
  2. Cancellation of the company membership by the client is possible up to 30 days prior to the start of the renewal of the agreement. The company membership can be cancelled by email to [email protected] Alex van Groningen confirms to the client whether or not the cancellation in pursuance of this article was proper.
  3. For the purpose of paragraph 1 start of the programme is understood as the initially stipulated start date of the full membership, young membership and company membership, before a potential shift of the full membership, young membership and corporate membership took place. 
  4. If Alex van Groningen must in pursuance of proper cancellation by the client repay any payment to the client then it is entitled to set these payment obligations off against payment obligations that the client has vis-à-vis Alex van Groningen.

Article 9 Renewal

  1. Young, full and corporate memberships will be automatically renewed for a period of one year. An invoice will be sent for the renewal.

Article 10 Replacement

  1. A full member and young member can be replaced provided that Alex van Groningen is informed accordingly in writing, stating the personal details and invoicing details of the replacing person.

Article 11 Force majeure

  1. Alex van Groningen reserves the right to cancel, change, move (time and location) or suspend programmes due to force majeure until the circumstance that resulted in the force majeure no longer occurs.
  2. If it is clear that the force majeure is of a permanent nature then the agreement shall be dissolved and Alex van Groningen shall repay the invoice amount in consideration of paragraphs 4 and 5 of this article, unless this cancellation takes place after the programme has been moved at the request of the client, in which instance repayment shall not take place.
  3. There shall in any case be question of force majeure if it can be attributed to the unexpected unavailability of one or more teachers or of the booked location.
  4. Alex van Groningen is entitled to claim payment for the activities that were performed for the implementation of the relevant agreement before the circumstance preventing compliance occurs.
  5. In case of cancellation in pursuance of this article Alex van Groningen shall never be held to pay compensation for damages potentially deriving from the same on the part of the client.

Article 12 Breach of contract and dissolution

  1. If the client fails to comply with the agreement then Alex van Groningen shall be entitled to deny the client and the participant access to the programme as also to accomplish full or partial dissolution of the agreement through a corresponding written notice or a judicial ruling.
  2. If Alex van Groningen relies on its right to accomplish full or partial dissolution of the agreement in a legally valid manner then Alex van Groningen shall never be liable to pay compensation to the client for damages deriving from the same.

Article 13 Complaints / Warranty

  1. Complaints about the programme must be reported to Alex van Groningen by the client within 10 working days after the circumstance resulting in the complaint has occurred however at the latest within 10 working days after conclusion of the programme component by means of a registered letter in the course of which the client must describe its complaint as detailed as possible. For the determination whether or not the complaint was submitted in a timely fashion the date of the postmark shall be decisive.
  2. Complaints that reach Alex van Groningen more than 10 working days after the programme component has been completed are no longer processed and result in forfeiture of any claim for the client.

Article 14 Liability

  1. The organisation and implementation of the programmes take place to the best ability of Alex van Groningen. Alex van Groningen can, however, not guarantee potential inaccuracies in the programme and does not accept any liability in connection therewith on any account whatsoever. 
  2. Participation in the programmes takes place at the personal risk of the participant and the client, hence Alex van Groningen does not accept any liability whatsoever for loss or theft of or damage to personal properties of the participant respectively the client occurring during the programme or for bodily harm of the participant inflicted during the programme.
  3. The mode of action of the client or the participant further to the (content of the) programme fully takes place at the risk of the client and the participant. Alex van Groningen shall never be liable vis-à-vis the client and the participant, barring intent or gross negligence, for any damages whatsoever of any nature whatsoever, either directly or indirectly, that the client respectively the participant incur resulting from a mode of action further to the (content of the) programme or the teaching material.
  4. Should it, in consideration of the provisions set forth in the previous paragraph of this article, become apparent that the occurring damages and/or any disadvantage must be at the expense of Alex van Groningen then the total liability of Alex van Groningen shall in no instance whatsoever exceed an amount equal to the price stipulated upon the conclusion of the agreement.
  5. The onus of proof with regard to alleged liability of Alex van Groningen is vested in the client, which is accepted by the same.

Article 15 Confidentiality

  1. The lists of participants made available to the participant or the client by Alex van Groningen are exclusively meant for inspection by the participant and the client. The participant and the client are held to observe confidentiality in respect of (the content of) these lists of participants and they are expressly not allowed to use (the content of) the lists of participants for commercial purposes.
  2. Alex van Groningen shall not be allowed to use the name of the client for the benefit of promotional activities.

Article 16 Intellectual property

  1. The copyrights as well as any and all other intellectual property rights in respect of documentation and materials (including software) made available by Alex van Groningen are reserved. Without prior consent of Alex van Groningen it is not allowed to reproduce, disclose or process (a part of) the aforementioned documentation and materials.
  2. Without prior consent of Alex van Groningen it is moreover neither allowed to make audio and/or video recordings of a programme or of parts thereof.
  3. Without prior consent of Alex van Groningen it is moreover not allowed to publish data from the M&A Database in text, video and/or audio without having requested consent for this.

Article 17 Disputes

  1. Dutch law is exclusively applicable to proposals made and agreements concluded on the basis of these terms and conditions.
  2. The competent court in Amsterdam is exclusively competent to take cognisance of any and all disputes that arise as a result of proposals, contracts, and agreements to which these terms and conditions are applicable.

Article 18 Privacy

  1. Online memberships: agreement with publication of online profile on MenA.nl and profile including photo in M&A Magazine with the data as supplied upon registration of online membership on MenA.nl
  2. Young memberships: agreement with publication of online profile including photo on MenA.nl and in the printed Magazine (Who's Who) including the data as supplied upon registration of the young membership on MenA.nl.
  3. Full memberships: agreement with publication of online profile including photo on MenA.nl and in the printed Magazine (Who's Who) including the data as supplied upon registration of the full membership on MenA.nl.
  4. Personal data are used for the website www.mena.nl and M&A Magazine that are owned by Alex van Groningen and shall under no circumstance be sold to third parties.