General terms & conditions

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(i) SaBa Yönetim Danışmanlık Ltd. Şti, is a limited company established under Turkish law that provides financial advisory services. All assignments (including follow-on and supplemental assignments) are governed by these Standard Terms of Engagement

(ii) Shareholders and other persons who are authorised to accept assignments on behalf of SaBa are also referred to as "Partners". A list of the Partners and other persons employed by each of SaBa will be provided upon request

(iii) Any assignment is given to SaBa and not to any individual person associated with SaBa (such as a joint venture partner, a Partner, or such as an employee, advisor, subsidiary company, group company or associated company of SaBa or of a joint venture partner or of a Partner – such persons are referred to as being “associated”). This includes any assignment that is to be performed by a specific person or company so associated with SaBa. The application of sections 7:404 and 7:407(2) of the Dutch Civil Code (Burgerlijk Wetboek) is excluded. Where desirable in connection with the nature of our services, we may use personnel of our business allies in the Netherlands.

(iv) If, in the course of an assignment, an event occurs (including a failure to act) that could lead to any liability on the part of SaBa, such liability shall be limited to the amount that is paid out in the matter concerned under the professional indemnity insurance of SaBa. 

(v) If SaBa is liable for damages to persons or property, such liability shall be limited to the amount paid out in the matter concerned under the general corporate liability insurance of SaBa. 

(vi) If, for whatever reason, no amount is paid out under either of the abovementioned insurances, the liability of SaBa shall be limited to an amount equal to the fees (exclusive of VAT and disbursements) that was invoiced to and paid by the client to SaBa for the matter in relation to which the liability arose, in the year during which the event took place

(vii) In the event any third party holds SaBa liable in connection with services rendered by or on behalf of SaBa to its client, the client shall hold SaBa harmless from such liability and any costs in connection therewith, to the extent SaBa’s liability to such third party exceeds what would have been its liability had the client taken action against SaBa in respect of the liability towards such third party

(viii) Claims for damages shall expire after a period of one year following the day on which the client became aware of the damages

(ix) If SaBa engages a person not associated with SaBa to perform an assignment from a client, SaBa shall not be liable vis-à-vis the client for any error or omission (fout) made by such person. By instructing SaBa, the client authorizes SaBa to accept on behalf of the client a limitation of liability stipulated by such person

(x) These General Terms and Conditions may be relied on by SaBa and each person associated with SaBa, including but not limited to any legal successor under universal title of any person associated with SaBa, any person formerly associated with SaBa, and any legal successor under universal title of a person formerly associated with SaBa.

(xi) SaBa will process and (to the extent relevant) control all personal data it receives in the context of its business and, more specifically, services rendered to its clients in accordance with and pursuant to the General Data Protection Act (“GDPR”). Generally, the legal grounds on the basis of which SaBa processes the relevant personal data will be one of the following: (i) a legal obligation following from applicable laws and regulations such as, amongst others, the Dutch Anti-Money Laundering and Anti-Terrorism Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and the Dutch Act of Civil Law Notaries (Wet op het Notarisambt); (ii) an engagement letter or an agreement between the relevant party and SaBa established otherwise, or (iii) the explicit consent by the relevant party granted to SaBa. SaBa has the right to apply other legal grounds for processing personal data as reflected in the GDPR. SaBa will handle the personal data it receives to the extent necessary to carry out its services with due care as further described in the Privacy Statement which is to be found on the website of SaBa.

(xii) Dutch Law shall govern the relationship between SaBa and its clients. All disputes arising between (xii) SaBa and its clients shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The arbitral tribunal shall be composed of one arbitrator. The arbitral tribunal shall be appointed according to the list procedure. The place of arbitration shall be Amsterdam, the Netherlands and the proceedings shall be conducted in the English language.