Terms and Conditions BELGIUM

I. SCOPE

These terms and conditions apply to all professional relationships between the professional and the client.

Any exceptions must be expressly agreed to in writing by both parties.

In the event of any conflict between the content of these terms and conditions and the engagement letter, the engagement letter shall prevail.

In accordance with common law, the professional may only be held liable for assignments that have been demonstrated to have been accepted by him.

II. CONCLUSION OF THE CONTRACT

Unless otherwise specified in the letter of engagement, the agreement is concluded and takes effect:

• either when the professional receives the letter of engagement, signed by the client, and countersigns it in turn;

• or when the professional begins to perform the assignment, at the client's request, when such performance begins at an earlier date.

Where the professional has not yet received the letter of engagement signed by the client, all professional relations between the parties shall in any event be subject to these general terms and conditions and the letter of engagement, provided that these contractual documents have been delivered to the client, either by post, fax, email or by hand against acknowledgement of receipt.

In the event of a transfer of this agreement, in particular by virtue of a transfer of clientele, to a legal entity recognised by the Institute of Tax Advisers and Accountants (hereinafter ‘the ITAA’), the professional shall inform the client in writing, no later than fifteen days after the transfer, of the full contact details of the transferee, including their registration number in the ITAA's public register.

The client and the professional acknowledge and agree that the agreement shall be continued in its entirety with the transferee as initially concluded between the parties.

III. TERM AND TERMINATION OF THE AGREEMENT

3.1. Recurring assignments

3.1.1. Definition

‘Recurring assignment’ means: an assignment consisting of successive services of the same nature that must be performed within a predetermined time frame.

3.1.2. Duration and termination of the agreement

Unless a time limit is specified in the engagement letter, the agreement for a recurring assignment is deemed to be concluded for an indefinite period.

Either party may terminate the agreement at any time, subject to the following conditions:

• the other party must be notified of the termination by registered letter or email;

• a notice period of three months must be observed.

This period may, at the client's discretion if they are giving notice, be replaced by a lump-sum termination indemnity equal to 25% of the fees corresponding to the services usually provided by the professional for a full financial year* or, where applicable, a calendar year.

During the notice period, the provisions of the engagement letter and these general terms and conditions remain in force.

A separate contract may be concluded for services to be provided after the end of the agreement but relating to the period during which the agreement was still in force.

3.2. Non-recurring assignments

3.2.1 Definition

Assignments that do not meet the definition in point 3.1.1 are considered non-recurring assignments.

3.2.2 Duration and termination of the agreement

Unless proven otherwise, the agreement relating to a non-recurring assignment is deemed to be concluded for a fixed term.

It shall terminate upon completion of the assignment and, if applicable given the nature of the assignment, upon delivery of the agreed services.

Pursuant to Article 1794 of the Civil Code and, where applicable, by way of derogation from Article 2004 of the Civil Code, the client has the right to terminate the agreement early, subject to payment to the professional of:

• the costs and fees corresponding to the work already carried out;

• anything that the professional would have earned if the assignment had been completed.

This compensation shall be calculated on an actual basis, with a minimum of 25% of the fees that would have been due if the assignment had been completed in full.

3.3. Follow-up 

At the end of the agreement, all books and documents belonging to the client shall be made available to the client or their representative, with a dated and signed inventory drawn up in as many original copies as there are parties. The professional may charge fees and expenses of up to EUR 150 excluding VAT for the delivery of the documents and their dispatch to the client if required.

The end of the assignment:

• entails the immediate withdrawal of any mandate granted for the filing of IPP, ISOC and VAT tax returns, the filing of annual accounts or representation (e.g. electronic mandate for access to the UBO register, etc.)

• requires the client to immediately retrieve all their accounting documents held by the professional.

All costs and charges (including fines and compensation) resulting from the suspension or postponement shall be borne by the client.

IV. IMMEDIATE TERMINATION FOR SPECIFIC REASONS

4.1. In any event, the professional may terminate the agreement at any time without notice and without compensation if there are reasons that make it impossible to continue the professional collaboration, such as:

• circumstances that jeopardise the professional's independence;

• circumstances that make it impossible to perform the assignment in accordance with professional and ethical standards;

• a clear breach by the client of their own obligations, as described in these general terms and conditions (point 6.2.) and in the engagement letter;

• in the event of a composition, dissolution or bankruptcy of the client.

The reasons justifying the immediate termination of the agreement must be communicated to the client.

Depending on the circumstances, the professional may precede his decision with a warning or formal notice to the client.

When terminating the agreement, the professional shall inform the client of any urgent legal actions necessary to safeguard his rights that must be taken and for which he had been instructed.

4.2. In the event of the client's bankruptcy, the agreement shall be terminated automatically.

4.3. The client may terminate the agreement at any time, without notice and without compensation, if the professional is clearly in default of its obligations as described in these general terms and conditions (point 6.1.) and, where applicable, in the letter of engagement.

In all cases, the client shall give the professional written notice prior to its decision.

V. SUSPENSION OF THE PERFORMANCE OF OBLIGATIONS

In the event of non-performance, poor performance or late performance by the client of one or more of its obligations, for example in the event of non-payment of fees or deposit(s), in accordance with Article 7 below, the professional is entitled to suspend or defer the performance of its obligations until the client has fulfilled its obligations.

The professional shall inform the client of this in writing.

If, after the start of the suspension or postponement of performance, urgent legal acts necessary to safeguard the client's rights must be performed, and for which the professional had been instructed, he shall notify the client.

All costs and charges resulting from the suspension or postponement shall be borne by the client.

The professional shall be entitled in all circumstances to payment of fees and expenses relating to services already performed.

VI. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. Rights and obligations of the professional

In accordance with an obligation of means, the professional shall perform the tasks entrusted to them in complete independence and with the required care.

They shall ensure that the services are provided in accordance with the Institute's ethical and other professional standards and in compliance with the laws and regulations in force at the time of performance of the agreement.

The professional shall not be held liable for the consequences of any subsequent amendments – where applicable, with retroactive effect – to these legal and regulatory provisions.

Nor shall they be liable for the consequences of any breaches, faults or infringements committed prior to their intervention.

Unless otherwise stipulated, the performance of the assignment is not specifically aimed at uncovering possible fraud.

Unless otherwise stipulated, the professional is not required to verify the accuracy and completeness of the information provided to them by the client or their agents, nor the reliability of any deeds, contracts, inventories, invoices and supporting documents of any kind entrusted to them or presented to them by the client as evidence or for use as such.

The professional may be assisted by colleagues or experts of his or her choice and may have all or part of the tasks arising from the agreement carried out by one or more employees or experts.

In accordance with Article 33 of the Law of 22 April 1999 on accounting and tax professions, the professional has taken out professional civil liability insurance approved by the Council of the Institute of Chartered Accountants and Tax Advisors.

The professional, as well as his/her agent(s) or employee(s), are bound by professional secrecy, in accordance with Article 58 of the Law of 22 April 1999 on accounting and tax professions and Article 32 of the Royal Decree of 1 March 1998 establishing the code of ethics for chartered accountants,

subject, however, to the application of the provisions of the legislation and regulations relating to the prevention of the use of the financial system for the purposes of money laundering and terrorist financing.

6.2. Client's rights and obligations

The client undertakes:

• to provide the professional, in a timely manner, with all the documents, data and information necessary for the performance of the assignment;

• to carry out the work incumbent upon him, where applicable, in accordance with the engagement letter;

• to bring to the professional's attention any data, event or development that may influence the performance of the assignment;

• if requested by the professional, to confirm in writing that the documents, information and explanations provided are accurate and complete;

• to check whether the documents and statements produced by the professional correspond to their expectations and to the information provided by them and, if this is not the case, to inform the professional without delay.

6.3. Prohibition on canvassing

For the entire duration of the agreement, and for a period of 12 months after its termination, regardless of the reason for the termination of the relationship, the client and the professional expressly undertake not to employ, directly or indirectly, any member of staff or independent collaborator of the other party involved in the performance of the agreement, or to have them perform work, directly or indirectly (in particular through a legal entity), outside of an agreement between the client and the professional, unless the other party has given its prior written consent.

Any breach of this prohibition shall give rise to a lump sum compensation payment of

EUR 15,000.00.

VII. FEES

7.1. Setting of costs and fees

Fees and expenses are set in accordance with the legal and regulatory provisions in force, applicable to the professional, and as provided for in the engagement letter, of which these general terms and conditions form an integral part.

Fees and expenses are payable as and when the services are performed for the client, even if the assignment is not necessarily completed.

7.2. Terms of payment

Invoices and/or fee notes are payable within 30 days of the invoice date.

Any delay in payment shall automatically and without formal notice give rise to:

• the application of compensatory interest at the rate provided for in Article 5 of the Law on combating late payment in commercial transactions of 2 August 2002;

• a contractual penalty set at a flat rate of 10% of the unpaid amounts, with a minimum of EUR 250.00.

7.3. Deposits

The professional may request one or more deposits. These deposits shall be taken into account in the final statement of costs and fees.

7.4. Disputing the statement of costs and fees

All disputes regarding costs and fees must be made by registered letter within 15 days of the invoice date. If no dispute is received (in time) by the professional, the client is deemed to have agreed to the services invoiced.

VIII. LIABILITY

The professional shall ensure that the services are provided in accordance with the ethical and other professional standards of the ITAA and in compliance with the applicable laws and regulations in force at the time of the performance of the assignments.

The professional shall not be held liable for the consequences of any subsequent changes – where applicable, with retroactive effect – to these legal and regulatory provisions.

Furthermore, the professional cannot be held liable for professional faults and errors committed by anyone prior to the entry into force of the engagement letter.

Finally, in accordance with common law, the professional can only be held liable for assignments that have been demonstrated to have been accepted by him.

Except for the assignments referred to in Article 17, paragraph 4, of the law establishing an Institute of Company Auditors and organising the public supervision of the profession of company auditor, coordinated on 30 April 2007, the professional's overall liability (whether contractual, extra-contractual or otherwise) for the performance of the assignment shall always be limited to the amount or amounts covered by the professional liability insurance taken out by the professional, including any own risk for which he or she may be liable under the said insurance.

In the event that, for any reason, the insurer does not pay any compensation, all liability shall be limited to one times the amount invoiced for the performance of the assignment in question. In the case of a recurring assignment, this multiple shall apply to the amount of fees invoiced to the client during a period of twelve months preceding the event giving rise to the damage, or since the start of the assignment if this period is less than one year.

These limitations also apply to claims that may be made against all persons, partners, managers and/or independent collaborators who are insured under the insurance contract in connection with the performance of the assignment.

They shall not apply in the sole case where liability arises from a fault committed with fraudulent intent or with the intention to cause harm. Consequently, these limitations shall expressly apply to any liability arising from any other fault for which the professional, his partners, managers and/or independent collaborators may be liable.

Where it appears that two or more cases of damage result from the same fault, they shall be considered as constituting a single case of liability, and liability shall therefore be limited to the highest amount applicable to the assignments or agreements concerned.

Unless otherwise required by law, no compensation shall be payable for damage resulting from (a) loss of profit, goodwill, business opportunities or expected savings or benefits, (b) loss or corruption of data, or (c) indirect loss or damage.

IX. APPLICABLE LAW AND DISPUTE RESOLUTION

The interpretation and performance of the agreement shall be governed by Belgian law.

Any dispute of any nature whatsoever shall fall within the jurisdiction of the courts and tribunals of the district in which the professional's office is established.

Disputes relating to costs and fees may be submitted to the Arbitration Commission of the Institute of Chartered Accountants and Tax Advisors, which shall rule by final decision in the first and last instance, without any procedural costs.

IX. PROFESSIONAL SECRECY AND MONEY LAUNDERING

The professional, as well as his agents or assistants and employees, are required, in the context of the assignments entrusted to them, to respect professional secrecy, in accordance with the applicable legislation.

By way of derogation, the legislation on the prevention of the use of the financial system for the purposes of money laundering and terrorist financing releases the professional from his professional secrecy.

The client confirms that they are aware that the professional is subject to legislation relating to the prevention of the use of the financial system for the purposes of money laundering and terrorist financing and undertakes to provide them, without delay, with any information and/or documents required under said legislation.

X. PRIVACY – DATA PROCESSING

The client acknowledges that they have been informed that their personal data is processed by the professional for the purposes of the contractual and administrative management of their file, in compliance with the applicable legislation imposed on the professional and for the performance of the tasks agreed between them.

They are informed that they can find the Professional's privacy statement at any time on their website.