Terms and Conditions
I. – Application area
These general terms and conditions apply to all professional relationships between the professional whose registered office is located at 1700 Dilbeek, Ninoofsesteenweg 354 box 201 and is registered with the KBO under number 0872.362.075 and the client.
Deviations must be expressly accepted in writing by both parties.
In the event of any conflict between the content of these general terms and conditions and the engagement letter, the engagement letter will take precedence.
In accordance with common law, the professional's liability can only be incurred for assignments for which it can be demonstrated that they have been accepted by him.
II. – Realization of the agreement
Unless otherwise stated in the engagement letter, the agreement is concluded and commences:
- either at the time that the engagement letter signed by the client is received by the professional and co-signed by him;
- or at the time that the professional commences the execution of the assignment at the client's request, if this commencement would 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 parties are governed by these general terms and conditions and the engagement letter to the extent that these contractual documents have been provided to the client.
III. – Duration and Cancellation of the Agreement
3.1. Recurring orders
3.1.1 Definition
'Recurring assignment' is understood to mean: 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'.
3.1.2 Duration and end of the agreement
Unless the assignment letter deviates from this, the agreement for a recurring assignment is deemed to have been entered into for an indefinite period. Both parties can terminate the agreement at any time by giving notice by registered letter.
Except in the case of immediate termination for certain reasons (see 4.1 and 4.2), the professional who terminates the agreement must observe a notice period of three months. This notice period may be replaced, by mutual agreement between the parties, by a fixed severance payment of 25% of the fees corresponding to the services normally delivered by the professional with regard to a full financial year or, if applicable, calendar year.
Except in the case of immediate termination for certain reasons (see 4.3), the client who terminates the agreement must pay a fixed termination fee of 25% of the fees corresponding to the services normally provided by the professional for a full financial year or calendar year, if applicable. This termination compensation may be replaced by a notice period of three months by mutual agreement between the parties.
During the notice period, the requirements of the order letter and these general terms and conditions remain in full force.
3.2. Non-recurring orders
3.2.1 Determination
Non-recurring assignments are defined as: a non-repetitive one-off assignment that ends after its execution.
3.2.2 Duration and end of the agreement
Barring evidence to the contrary, the agreement with regard to a non-recurring assignment is deemed to have been concluded for a fixed period.
It ends by carrying out the assignment and, if applicable, having regard to the nature of the assignment, by the delivery of the agreed services.
In application of art. 1794 Civil Code, and, where appropriate, in deviation from art. 2044 BW., the client has the right to terminate the agreement early upon payment to the professional of:
- the costs and fees that correspond to the work already carried out;
- everything that the practitioner could have gained in the execution of the assignment.
Deze schadeloosstelling wordt op werkelijke basis berekend, met een minimum van 25% van de erelonen die verschuldigd waren geweest in geval van volledige uitvoering van de opdracht.
3.3. Handling
After the termination of the agreement, all books and documents belonging to the client will be made available to the client or his authorized representative.
IV. – Immediate Termination for Certain Reasons)
4.1. In all cases, the professional can terminate the contract at any time, without notice and without compensation, if there are reasons that make it impossible to continue professional cooperation, such as:
- circumstances that compromise the independence of the professional;
- circumstances that make the execution of the assignment in accordance with professional and deontological standards impossible;
- the apparent shortcoming(s) of the client with regard to his own obligations as described in these general terms and conditions (point 6.2.) and in the engagement letter;
- in the event of insolvency proceedings, dissolution, collective debt settlement or apparent insolvency of the client.
The reasons justifying the immediate termination of the agreement must be communicated to the client.
Depending on the circumstances, the practitioner can have his decision preceded by a warning or a reminder to the client.
If he terminates the contract, the professional shall inform the client of the legal acts that must be urgently and necessarily put in place in order to safeguard his rights, and for which he had received instructions.
4.2. In case of bankruptcy of the client, the agreement is dissolved by operation of law.
4.3. The client can at all times, without observance of a notice period and without payment of a compensation, terminate the agreement, if the professional is clearly in default his own obligations, as described in these general terms and conditions (6.1.) And where applicable in to execute the order letter.
In any case, he will have his decision preceded by a written notice of default to the professional.
V. – Suspension of the Execution of the Commitments
In the event of non-performance, incorrect or late execution by the client of his obligation (s), for example in case of non-payment of fees or advance (s) in accordance with article 7 below, the professional is entitled to to suspend or postpone his obligations until the client has fulfilled his obligations.
The professional will inform the client of this in writing.
If, after the start of the suspension or postponement of execution, work must be carried out urgently and necessary to safeguard the rights of the client within three months, and for which the professional was instructed, he will inform the client of this.
All costs and charges (including fines and damages) resulting from the suspension or postponement are borne by the client. The professional is entitled in all circumstances to payment of fees and costs relating to the work already performed.
VI. – Rights and Duties of the Parties
6.1. Rights and obligations of the professional
With the exception of compliance with the legal deadlines, the obligation that the professional undertakes towards his client is an obligation of best efforts. The professional carries out the assignments entrusted to him with the required care in complete independence, pursuant to an obligation of means. He ensures that the services performed are provided in accordance with the deontological standards and other professional standards of the institute, taking into account the relevant legislation and regulations in force at the time of the execution of the agreement.
Unless otherwise stated in the engagement letter, the assignment is not specifically aimed at discovering possible fraud.
Unless otherwise stated in the engagement letter, the professional is not obliged to check the accuracy and completeness of the information that the client or his appointee(s) transfers to him, nor the reliability of the deeds, contracts, inventories, invoices and supporting documents of all kinds. that are entrusted or presented to him by the client as evidentiary documents or as documents that should serve as such.
The client accepts that the professional uses any subcontractor or employee to carry out his assignment.
The professional, as well as his authorized representative(s) or appointee(s), are bound to professional secrecy, in accordance with the applicable legislation, subject to the application of the provisions of the legislation and regulations to prevent the use of the financial system for the purpose of money laundering and terrorist financing.
6.2. Rights and duties of the client
With regard to the assignment entrusted to the professional, the client undertakes strictly to cooperate and to accurately and timely provide all necessary documents, data and information for the execution of the assignment.
The client furthermore undertakes to: Perform the work that falls under his responsibility, where appropriate, in accordance with the engagement letter;
To inform the professional in a timely manner of any information, event or development that could influence the execution of the assignment;
To provide the professional with correct, accurate and up-to-date information, as well as any subsequent modification thereof associated with any adjustment to the professional's mission and in particular, but not exhaustive, with regard to the significant change in his financial situation, its funds, its ultimate beneficiaries, at the latest within a period of 2 weeks after taking note of this information or changing it by the client;
If the professional so requests, he must confirm in writing that the documents, information and explanations provided are correct and complete;
To check whether the documents and declarations drawn up by the professional correspond to his expectations and the information provided by him and, if this is not the case, to inform the professional of this as soon as possible.
If he does not do this, the professional is released from any responsibility for non-compliance with the legally imposed deadlines, regulations and agreements for the implementation of the tax, social or other formalities that fall under his assignment.
In addition, the client must of course report any change in his or her coordinates to the professional as quickly as possible, as well as any changes regarding the ultimate beneficiaries.
Finally, the client undertakes to inform the professional of any default, from the first overdue payment, with regard to any tax or social administration or any other creditor.
6.3. Client's right of withdrawal (if applicable)
The client - who must be considered a consumer within the meaning of the Consumer Protection Act - has a cooling-off period of 2 weeks from the signing of the order letter, during which he can terminate the contractual relationship at any time. without any notice or compensation.
6.4. Ban on Abandonment
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 termination, regardless of the reason for termination, not be a staff member or independent employee of the other party involved in the execution of the agreement, to employ him/her directly or indirectly or to have him/her carry out work directly or indirectly (for example via a legal entity) without prior written agreement between the parties.
Any violation of this prohibition will give rise to a one-off fixed compensation amounting to EUR 15,000.00.
VII. – Honorary fees
7.1. Determination of fees and costs
The fees and costs are determined in the engagement letter, of which these general terms and conditions form an integral part.
The fees and costs are due as and when the work is carried out for the client, even if the assignment has not necessarily been terminated.
7.2. Terms of payment
Invoices and/or fee notes are payable within 30 days of the invoice date.
Late payments legally and without a notice of default being required give rise to:
- An interest compensation equal to that specified in Article 5 of the Act on combating late payment of 2 August 2002,
- A conventional compensation, the amount of which is fixed at 10% of the unpaid amounts with a minimum of 250.00 euros.
Any delay that is not attributable to the professional in the execution of his assignment is not a reason for non-invoicing of the monthly flat-rate invoice.
7.3. Advances
The professional can request one or more advances. These advances are then settled in the final statement of costs and fees.
7.4. Dispute the statement of costs and fees
All disputes of costs and fees must be motivated by registered letter within 15 days of the invoice date to the professional. If no (timely) dispute reaches the professional, it is assumed that the client agrees with the invoiced services.
VIII. – Liability of the professional
8.1. Limitation of Liability
The professional ensures that the services are provided in accordance with the deontological standards and other professional standards of the Institute and taking into account the applicable laws and regulations when carrying out the assignments.
The professional cannot be held responsible for the consequences of any subsequent changes – possibly retroactively – to these legal and regulatory provisions.
Furthermore, the professional cannot be held liable for mistakes and professional errors that may have been committed by anyone before the engagement letter came into effect.
Finally, in accordance with customary law, the professional's liability can only be invoked for assignments for which it has been proven that he has accepted them.
The professional and the client are also asked to mutually express their objections, comments, recommendations and advice to each other, and as much as possible in writing.
8.2. Insurance of the professional
In accordance with current legislation, the professional has had his professional civil liability covered by an insurance contract approved by the Council of the Institute.
The coverage is limited to the damage suffered and up to a maximum of 5 times the amount of the invoiced fees for the services that caused the damage.
These restrictions also apply to all claims arising from the execution of the assignment, which would be directed against all persons, partners, directors and / or independent employees who have the status of the insured within the meaning of the relevant insurance contract.
If it appears that two or more claims are the result of one and the same error, they are considered as a single liability and liability is therefore limited to the highest amount of the amounts applicable to the contracts or agreements concerned.
Unless otherwise required by law, the damage arising from (a) a loss of income, goodwill, trade opportunities or expected savings or benefits, (b) the loss or damage of data, or (c) indirect loss or damage, in no event entitlement to compensation.
IX. – Professional secrecy and money laundering
The professional and his agents or employees are expected to observe professional secrecy in the context of the assignments entrusted to them, in accordance with the applicable legislation.
Notwithstanding this, the professional is released from professional secrecy in the context of the legislation to prevent the use of the financial system for money laundering and the financing of terrorism.
The client confirms that he is aware of the fact that the professional is subject to the law on the prevention of the use of the financial system for money laundering and terrorist financing and he undertakes to immediately provide him with all information and/or to provide documents required under this legislation.
X. – Privacy – processing of the data
The client confirms that he has accepted the terms of the professional's privacy statement regarding the processing of personal data and that he has been informed that the privacy statement can be consulted at any time via the professional's website: https ://thesora.be/privacybeleid/.
XI. – Applicable Law and Dispute Resolution
The interpretation and implementation of the agreement are governed by Belgian law.
Any dispute of any kind falls within the jurisdiction of the courts of the district of Brussels (Dutch-speaking chamber) where the professional's office is located. Disputes regarding costs and fees may be submitted to the Arbitration Committee at the Institute, which will issue a final decision, made at first and last instance and without procedural costs.