Terms and conditions

Terms and conditions

1. Scope

These terms and conditions apply to all professional relationships between BOOKKEEPERS HOLDING BV, all its subsidiaries and the client.

Any deviations must be expressly accepted in writing by both parties.

In the event of a conflict between the content of these terms and conditions and the engagement letter, the engagement letter prevails.

In accordance with ordinary law, the liability of the professional can only be invoked for assignments which are shown to have been accepted by them.

2. Formation of the agreement

Unless otherwise stipulated in the engagement letter, the agreement is formed and takes effect:

• Either at the moment the engagement letter signed by the client is received by the professional and countersigned by them,
• Or at the moment the professional begins performing the assignment at the client's request, if this start were to take place at an earlier time due to exceptional or urgent circumstances.

If the professional has not yet received the engagement letter signed by the client, all professional relationships between the parties are in any event governed by these terms and conditions and the engagement letter, from the moment and insofar as these contractual documents have been transmitted to the client either by letter, by fax, by electronic mail, or in person by delivery against acknowledgement of receipt.

3. Duration and termination of the agreement

1. Recurring assignments
   1. Definition

A “recurring assignment” means: all assignments that have a repetitive character and that therefore do not fall under the definition provided in point 3.2.1 of “non-recurring assignments”.

1. Duration and end of the agreement

Unless a term is stated in the engagement letter, the agreement for a recurring assignment is deemed to have been concluded for an indefinite period.

Both parties can terminate the agreement at any time, under the following conditions:

• The termination must be notified to the other party by registered letter,
• A notice period of three months must be observed.

This period can, at the choice of the client when it gives notice, be replaced by a fixed termination indemnity of 25% of the fees corresponding to the services usually provided by the professional in respect of a full financial year or, where applicable, calendar year.

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

A separate contract can be concluded for the services that will be provided after the end of the agreement, but which relate to the period during which the agreement was still in force.

1. Non-recurring assignments
   1. Definition

Non-recurring assignments mean: a non-repetitive, one-off assignment that ends after its performance.

1. Duration and end of the agreement

Unless proven otherwise, the agreement relating to a non-recurring assignment is deemed to have been concluded for a fixed period.

It ends through the performance of the assignment and, if this is applicable given the nature of the assignment, through the delivery of the agreed services.

In application of art. 1794 of the Civil Code, and where applicable, by way of derogation from art. 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,
• Everything the professional could have earned in performing the assignment.

This compensation is calculated on a real basis, with a minimum of 25% of the fees that would have been due in the event of full performance of the assignment.

1. Settlement

After the end of the agreement, all books and documents belonging to the client are made available to the client or its authorised representative.

1. Immediate termination for certain reason(s)

In all cases, the professional can terminate the agreement at any time, without notice period and without indemnity, if there are reasons that make the continuation of the professional collaboration impossible, such as:

• Circumstances that compromise the independence of the professional,
• Circumstances that make the performance of the assignment in accordance with professional and ethical standards impossible,
• The manifest failure(s) of the client with regard to its own commitments as described in these terms and conditions (point 6.2.) and in the engagement letter,
• In the event of insolvency proceedings, dissolution, collective debt settlement or manifest insolvency of the client.

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

Depending on the circumstances, the professional may precede its decision with a warning or a notice of default to the client.

When terminating the agreement, the professional draws the client's attention to the legal acts that must be performed urgently and necessarily to safeguard its rights, and for which it had received an assignment.

In the event of bankruptcy of the client, the agreement is dissolved by operation of law.

The client can, at any time, without observing a notice period and without payment of an indemnity, cease the agreement if the professional manifestly remains in default of performing its own commitments, as described in these terms and conditions (point 6.1.) and, where applicable, in the engagement letter.

It will, in any event, precede its decision with a written notice of default to the professional.

1. Suspension of the performance of commitments

In the event of non-performance, incorrect or late performance by the client of its commitment(s), for example in the event of non-payment of fees or advance(s) in accordance with article 7 below, the professional is entitled to suspend or postpone the performance of its obligations until the client has fulfilled its obligations.

The professional informs the client of this in writing.

If, after the start of the suspension or postponement of performance, legal acts must be performed urgently and necessarily to safeguard the client's rights, and for which the professional had received an assignment, it draws the client's attention to this.

All costs and charges, including fines and compensation arising from the suspension or postponement, are borne by the client.

The professional is, in all circumstances, entitled to payment of the fees and costs relating to the work already carried out.

1. Rights and obligations of the parties
   1. Rights and obligations of the professional

Except as regards compliance with legal deadlines, the obligation the professional enters into towards its client is an obligation of means. The professional performs, with the required care and in full independence, the assignments entrusted to it, under a best-efforts obligation.

It ensures that the services provided are delivered according to the ethical and other professional standards of the Institute, taking into account the relevant legislation and regulations in force at the time of performance of the agreement.

Unless otherwise stated in the engagement letter, the assignment is not specifically aimed at detecting any fraud.

Unless otherwise stated in the engagement letter, the professional is not obliged to verify the accuracy and completeness of the information that the client or its appointee(s) transmit to it, nor the reliability of the deeds, contracts, inventories, invoices and supporting documents of all kinds that are entrusted to or presented to it by the client as being evidentiary documents or as documents that must serve as such.

The client accepts that the professional, for the performance of its assignment, calls on any subcontractor or collaborator.

The professional, as well as its representative(s) or appointee(s), are bound by professional secrecy, in accordance with Article 58 of the Law of 22 April 1999 relating to the accounting and tax professions and Article 32 of the Royal Decree of 1 March 1998 establishing the rules of professional ethics for accountants, subject however to the application of the provisions of the legislation and regulations to prevent the use of the financial system for money laundering and terrorist financing.

1. Rights and obligations of the client

As regards the assignment entrusted to the professional, the client strictly undertakes to cooperate and to provide, accurately and in good time, all the documents, data and information necessary for the performance of the assignment.

The client undertakes to:

• Perform the work that falls under its responsibility, where applicable, in accordance with the engagement letter;
• Inform the professional in good time of any fact, event or development that could have an influence on the performance of the assignment;
• Provide the professional with correct, accurate and up-to-date information, as well as any subsequent change thereto that is accompanied by a possible adjustment of the professional's assignment and in particular, and without being exhaustive, as regards the significant change in its financial situation, its liquid assets, its ultimate beneficial owners, and this at the latest within a period of 2 weeks after the client becomes aware of this information or its change;
• If the professional requests it, confirm to it in writing that the documents, information and explanations provided are correct and complete;
• Check whether the documents and statements drawn up by the professional correspond to its expectations and to the information it provided and, if this is not the case, inform the professional thereof as soon as possible.

If it fails to do so, the professional is released from any responsibility for non-compliance with the legally imposed deadlines, regulations and agreements for the performance of the tax, social or other formalities that fall under its assignment.

In addition, the client must of course report any change of its contact details to the professional as soon as possible, as well as all changes relating to the ultimate beneficial owners.

Finally, the client undertakes to inform the professional of any payment default, from the first overdue payment, towards any tax or social administration or any other creditor.

1. Client's right of withdrawal (if applicable)

The client - who must be considered a consumer within the meaning of the consumer protection law - has a cooling-off period of 2 weeks from the signing of the engagement letter, during which it can end the contractual relationship at any time without any notice or compensation.

1. Non-solicitation

The client and the professional expressly undertake not to, during the entire duration of the agreement and during a period of 12 months after its end, regardless of the reason for the end, directly or indirectly engage a staff member or self-employed collaborator of the other party involved in the performance of the agreement, or have them carry out, directly or indirectly (for example via a legal entity), activities outside the framework of an agreement between the client and the professional, except with the prior written consent of the other party.

Any breach of this prohibition will give rise to a one-off fixed compensation amounting to EUR 15,000.00.

1. Fees

   Determination of costs and fees

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

The costs and fees are due as the work for the benefit of the client is carried out, even if the assignment is not necessarily completed.

Payment terms

Invoices and/or fee notes are sent digitally and are payable within 14 days of the invoice date.

Late payments give rise, by operation of law and without a notice of default being required, to:

• Interest compensation equal to that determined in Article 5 of the Law of 2 August 2002 on combating late payment,
• Conventional compensation the amount of which is fixed at a flat rate of 10% of the unpaid amounts with a minimum of EUR 250.00.

Any delay not attributable to the professional in the performance of its assignment does not constitute a reason for not invoicing the provisional invoicing.

Advances

The professional may request one or more advances. These advances are then settled in the final statement of costs and fees.

Dispute of the statement of costs and fees

All disputes of costs and fees must be formulated in a reasoned manner to the professional by registered letter within 14 days of the invoice date. If no (timely) dispute reaches the professional, the client is presumed to agree with the invoiced services.

1. Liability
   1. Limitation of liability

The professional ensures that the services are delivered in accordance with the ethical standards and other professional standards of the Institute and taking into account the legislation and regulations in force when performing the assignments.

The professional cannot be held responsible for the consequences of any subsequent changes - possibly with retroactive effect - of these legal and regulatory provisions.

In addition, the professional cannot be held liable for the errors and professional faults that may have been committed by anyone before the engagement letter came into force.

Finally, in accordance with common law, the liability of the professional can only be invoked for assignments which were shown to have been accepted by them.

The professional and the client are also asked to communicate to each other, mutually and as much as possible in writing, their objections, observations, recommendations and advice.

The client accepts that it cannot hold the directors, shareholders, workers, (self-employed) collaborators, appointees, or any other representative of the professional directly or jointly and severally liable.

1. Insurance of the professional

In accordance with the legislation in force, the professional has had its professional civil liability covered by an insurance contract approved by the Council of the Institute.

The cover is limited to the damage suffered and to a maximum of 5 times the amount of the fees invoiced for the services that are at the origin of the damage.

These limitations also apply to all claims by virtue of the performance of the assignment, that would be directed against all persons, partners, directors and/or self-employed collaborators, who have the capacity of insured within the meaning of the relevant insurance contract.

If it should appear that two or more claims result from one and the same fault, they are considered as a single liability case and liability is therefore limited to the highest amount of the amounts applicable to the assignments or agreements concerned.

Unless a mandatory legal provision states otherwise, damage resulting from (a) a loss of profits, goodwill, commercial opportunities or expected savings or benefits, (b) the loss or damage of data, or from (c) indirect loss or damage, does not in any case give rise to compensation.

1. Professional secrecy and money laundering

The professional and its representatives or collaborators are deemed to comply, in the context of the assignments entrusted to them, with professional secrecy in accordance with the applicable legislation.

By way of derogation, the professional is released from its professional secrecy in the context of the legislation to prevent the use of the financial system for money laundering and terrorist financing.

The client confirms that it is aware of the fact that the professional is subject to the law to prevent the use of the financial system for money laundering and terrorist financing and undertakes to immediately provide it with all the information and/or documents required in the context of this legislation.

1. Privacy – processing of data

The client confirms that it has accepted the terms of the professional's privacy statement relating to the processing of personal data and that it has been informed of the fact that the privacy statement can be consulted at any time via the professional's website: www.bookkeepers.be/privacypolicy .

1. Applicable law and resolution of disputes

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

Any dispute of whatever nature falls within the jurisdiction of the courts and tribunals of the district where the professional's office is established.

Disputes relating to costs and fees may be submitted to the Arbitration Committee at the Institute of Accountants and Tax Advisors, which rules by way of a final decision, handed down in first and last instance and without procedural costs.