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:
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.
3.3. Completion
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):
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:
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
10.3.1. General
10.3.2. Security
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.
10.3.3. Sub-processor
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.
10.3.6. Confidentiality
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:
10.3.8. Infringement
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.
- 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.
- 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.
- 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.
- 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.
- 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.