I. – SCOPE
These general terms and conditions are applicable to the professional relationship between the service provider and the beneficiary of the services and are applicable to them, except for the derogations, which are agreed by the parties explicitly and in writing. In case of contradiction between these general terms and conditions and the engagement letter, the engagement letter will prevail.
II. – START OF THE CONTRACT
The agreement between the parties is established:
- either at the time that the engagement letter, duly signed by both parties, is received by the service provider,
- or at the time that the service provider starts with the execution of the contract at the request of the beneficiary of the services; even if the service provider at that time has not yet received the signed engagement letter, all professional relations between the parties will be governed by these general conditions and by the engagement letter.
III. – DURATION AND ENDING OF THE AGREEMENT
3.1. Recurring services
A recurring service consists of successive actions of the same nature, which are to be performed periodically. This includes the delivery of opinions from time to time, that are related to the recurring tasks, that are defined in the engagement letter.
Unless agreed otherwise in the engagement letter, a recurring service is deemed to have been assigned for an indefinite period of time and this is the case until the moment of termination by one of the parties. Each party may terminate the agreement at any time, provided that clear and unambiguous notice is given about her intent to do this. In such case, an appropriate termination settlement is to be agreed between the parties and the professional fees for the services, delivered up to that point in time remain due.
3.2. Non-recurring services
All services, which do not fall within the definition of section 3.1., will be regarded as non-recurring services. A non-recurring service ends by its execution and by the delivery of the agreed work.
The beneficiary of the services has the right to terminate the contract early, provided that payment is made to the service provider of the costs and professional fees for the work already carried out at that time, even though the end result of the engagement has not yet been reached due to early termination.
After the end of the agreement, all records, which belong to the beneficiary of the services, are made available to the beneficiary of the services or to his authorized representative. At that moment, to the extent that this was not yet previously done, a copy is delivered of all official declarations and documents, which were treated by the service provider, without the obligation to deliver internal working documents, calculations and documentation, that have been prepared by the service provider.
IV. – IMMEDIATE TERMINATION FOR CERTAIN CAUSES
4.1. the agreement may at any time, without notice and without compensation, be terminated, if there are circumstances, which make the continuation of the cooperation impossible, such as (not exhaustive):
- circumstances that affect the independence of the service provider,
- circumstances, which render the execution of the contract in accordance with the professional and ethical standards impossible,
- serious shortcomings of the beneficiary of the services in respect of his own obligations, as described in the present general terms and conditions and in the engagement letter,
- if the service provider professional commits serious negligence or seriously fails to execute his obligations, as defined in these general terms and conditions and in the engagement letter,
- serious financial difficulties, concordat, procedure of dissolution or apparent financial inability of the beneficiary of the services,
- bankruptcy of one of the parties,
- force majeure in respect of one of the parties.
At the moment of the ending of the agreement, the service provider will, when applicable, point out the urgent and necessary legal acts, which should be performed by the beneficiary of the services, in order to protect his rights or to prevent financial disadvantage, and that the beneficiary of the services will need to take care of himself or will have to transfer to another service provider.
V. – SUSPENSION OF THE EXECUTION OF THE OBLIGATIONS
In case of incorrect or non-timely execution by the beneficiary of the services of his obligations, including the payment of professional fees or advances, the service provider is entitled to suspend the services until the obligations are met.
In such case, the service provider will point out the legal acts and formalities, that need to be fulfilled urgently and necessarily in order to safeguard the rights of the beneficiary of the services. All costs, charges and responsibilities, arising as a consequence of the suspension or postponement are for risk and expense of the beneficiary of the services and are not subject to reimbursement by the service provider.
VI. – RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1. Rights and obligations of the service provider
The service provider performs the assigned tasks in complete independence, based on his best efforts. The services are rendered according to the ethical and professional standards of the Professional Institute of Chartered Accountants and Tax Consultants, taking into account the relevant legislation and regulations in force at the time of the implementation of the agreement.
The service provider may not be held liable for the consequences of possible subsequent later changes – possibly with retroactive effect – to legal and regulatory provisions. There is also no responsibility for any shortcomings, errors or infringements that were committed by the beneficiary of the services or by third parties prior to the commencement of the engagement by the service provider.
The service provider is not obliged to verify the correctness and completeness of the information, that is transferred him, nor of the reliability of the instruments, contracts, inventories, invoices and supporting documents of all nature, which are entrusted to him by the beneficiary of the services as being evidentiary documents or as documents, that should serve to that purpose.
The service provider may be assisted by experts of his choice or by employees in Belgium or abroad and may assign the execution of certain tasks under this agreement wholly or partially to an appointed person or expert.
The service provider confirms to comply with the obligation to insure his legal civil professional liability by means of an insurance policy, that has been approved by the Council of the Professional Institute of Chartered Accountants and Tax Consultants.
The service provider and his proxy holders or appointed representative(s) confirm to be bound by the legal professional secrecy obligations, subject to the application of the legislation on the prevention of the use of the financial system for the purpose of money laundering and the financing of terrorism.
6.2. rights and obligations of the beneficiary of the services
The beneficiary of the services undertakes to:
- provide the service provider with all documents, data and information, that are necessary for the proper execution of the engagement, in a timely and complete way;
- perform the tasks, which he has to do on the basis of the engagement letter, and in general to render an active contribution in order to enable the service provider to perform the engagement in a proper way;
- notify the service provider in a timely way of every event or development, that could have an impact on the execution of the engagement;
- if the service provider so requests, confirm in writing that the documents, information and explanations, which were provided are correct and complete.
VII. – PROFESSIONAL FEES
7.1. determination of expenses and professional fees
The expenses and professional fees are laid down in the engagement letter. Expenses and professional fees are payable to the extent that the work is delivered, even though the overall engagement is not necessarily completed.
7.2. Payment terms
Invoices for professional services are payable within 30 days after the invoice date. Late payments legally and without notice of default, give rise to an interest indemnity, determined according to general and reasonable standards in international business.
7.3. Disputing expenses and professional fees
All disputes relating to expenses and professional fees need to be forwarded in writing to the service provider within 30 days after the invoice date. Hereby it should clearly be mentioned on which motivations the dispute is based. If no timely dispute reaches the service provider, the beneficiary of the services is deemed to have agreed with the nature of the invoiced services and with the amount of fees, which were charged.
VIII. – PROFESSIONAL LIABILITY
The professional liability of the service provider is limited to a maximum of two times the amount of the invoiced fees for the performance of the task. In the case of a recurring service, this ratio is applied to the amount of the fees for these recurring services, provided to the beneficiary of the services, that were invoiced during the twelve months preceding the event, which has caused the damage or from the beginning of the execution of the engagement if this period is shorter than one year.
The contractual, extra contractual or other liability for the execution of the agreement, is in any case limited to the amount or amounts that are covered by the professional liability insurance, which has been entered into by the service provider, including the own risk that the professional service provider is bearing in accordance to the insurance contract. These restrictions also apply to all claims arising from the execution of the contract, which would be directed against all persons, partners, directors and/or independent collaborators, who have the status of insured party within the meaning of the related insurance contract.
The limitations of liability shall not apply in case the liability is the result of an error committed with fraudulent intent or with the purpose to harm.
If two or more claims arise from one and the same error, they are considered to constitute a single liability case and in such case, the responsibility is limited to the highest amount, which would be applicable for the related tasks or engagements.
The following damages or losses do not give right to indemnification:
(a) a loss of goodwill, of trade opportunities or of expected savings or benefits;
(b) a loss or damage of data
(c) indirect losses or damages.
IX.-APPLICABLE LAW AND SETTLEMENT OF DISPUTES
The applicable law and the competent court have been specified in the engagement letter. Any dispute falls within the competence of the courts of the arrondissement that was mentioned in the engagement letter. Disputes relating to expenses and professional fees may be submitted with the Belgian Arbitration Committee at the Professional Institute of Chartered Accountants and Tax Advisers, that will in such case issue a final decision on this matter.
X. – DATA PROTECTION
Provisions concerning the processing of personal data (provisions of article 28 of the general data protection regulation 2016/679 of 27 April 2016).
10.1. Start, duration and termination
These conditions come into effect on the date of entry into force of the engagement letter between the Parties and remain in force until no further processing of data is required in the context of the entrusted assignment.
10.2. Contact person Data manager Personal data (CDP)
The Contact Person Data manager Personal data is
mentioned in the engagement letter.
10.3. Rights and obligations of the service provider
- The service provider acts on behalf of the client for the processing of the Data made available to him.
- The service provider guarantees, to the extent technically possible, the integrity, availability and updating of all Data that it processes in the context of this engagement.
- The service provider will only process the personal data that are strictly necessary for the execution of the engagement.
- The service provider is permitted to make a backup of the Data that he processes in the context of the performance of this engagement in order to guarantee a continuous service.
- The service provider undertakes to cooperate fully in case the client is the subject of an audit, inspection, request within the framework of GDPR.
The service provider is responsible for the security and proper use of physical records, access codes, user names and passwords to access and process the Data. The service provider undertakes to do everything possible to ensure that everyone who has access to the Data retains the confidentiality of the Data. He undertakes to inform the client of the existence of any security incident and of the actions he takes to remedy the incidents for the processing.
The service provider is allowed to call on a sub-processor to execute the engagement. If the service provider calls on a sub-processor for the execution of the engagement, he guarantees to conclude an agreement with this subcontractor that contains at least the provisions of this engagement document.
10.3.4. Storage period
The service provider will not retain the Data for
longer than is necessary for the performance of the assignment for which they
are made available and with due observance of the retention periods, which are
imposed on the basis of legal and deontological obligations. If the Data is no
longer required after this, the service provider will remove them adequately.
In this light, the service provider applies a normal retention period of at least 10 years, with a maximum of 10 years after the end of the business relationship between the service provider and the client.
10.3.5. Transfer outside the EEA
The service provider undertakes not to have Data processed by other persons or organizations located outside the EEA without prior notification to the client for the Processing.
The service provider undertakes to treat the Data confidentially and to transfer Data only to any sub-processors or third parties with the permission of the client. The databases with the Data are not freely accessible and are protected with access security and passwords.
10.3.7. Rights of the person concerned
The service provider undertakes, within a reasonable time, but no longer than 30 days after receipt of the application, to give an appropriate follow-up to an order to:
- provide the requested information
- make the requested changes to the Data
- either delete or to destroy certain Data
- let the client know for which reasons it is not possible to timely or fully comply with the order.
In the event of discovery of an infringement, the service provider will inform the client about this within 24 hours of the discovery and will keep the client informed of measures taken to limit the scope of the infringement and how to avoid this in the future.