Terms and Conditions
I. – Application area
The present general terms and conditions apply to all professional relationships between the professional and the client. Deviations must be accepted expressly and in writing by both parties. In case of contradiction between the content of the present general terms and conditions and the order letter, the order letter has priority. In accordance with common law, the liability of the professional can only be challenged for assignments which are shown to have been accepted by him.
II. – Realization of the agreement
Unless otherwise stipulated in the order letter, the agreement is concluded and it commences: a.
- or at the moment that the order letter signed by the client is received by the professional and is also signed by him,
- or at the moment when the professional commences with the execution of the assignment at the request of the client, if this commencement would take place at an earlier time.
If the professional has not yet received the order letter signed by the client, all professional relations between the parties will in any case be governed by these general terms and conditions and the order letter, from the moment and insofar as these contractual documents are sent either by letter or by fax or by electronic mail or personally handed over to the client by delivery against receipt.
III. – Duration and Cancellation of the Agreement
3.1. Recurring orders
"Recurrent assignment" is defined as a contract that consists of successive performances of the same nature that must be carried out against certain deadlines that are known in advance.
3.1.2 Duration and end of the agreement
Unless a period is stated in the order letter, the contract for a recurrent assignment is deemed to have been concluded for an indefinite period.
Both parties may terminate the contract at any time, subject to the following conditions:
- the cancellation must be notified by registered letter to the other party,
- a notice period of three months must be observed.
This term may, at the client's option if he gives notice of termination, be replaced by a flat-rate severance payment of 25% * of the fees corresponding to the services normally provided by the professional in respect of a complete financial year or calendar year.
During the notice period, the requirements of the order letter and these general terms and conditions remain in full force.
A separate contract may be concluded for services that will be delivered after the termination of the agreement, but that relate to the period in which the agreement was still in effect.
* This figure may be adjusted in mutual agreement with the client.
3.2. Non-recurring orders
Assignments that do not fall under the definition provided for in point 3.1.1 are regarded as non-recurring orders.
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 B.W., and if applicable, in deviation from art. 2004 B.W., the client has the right to terminate the contract prematurely on payment to the professional of:
- the costs and fees corresponding to the work already carried out,
- everything that the practitioner could have gained in the execution of the assignment.
This compensation will be calculated on a real basis, with a minimum of 25% of the fees that would have been due in the event of full execution of the assignment.
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 jeopardize the independence of the professional,
- circumstances that make the execution of the assignment impossible in accordance with professional and deontological standards,
- the obvious shortcoming (s) of the client with respect to his own obligations as described in the present general conditions (point 6.2.) and in the order letter,
- in case of concordat, procedure of dissolution or apparent incapacity of the client.
The reasons for 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 the postponement of execution, legal acts are urgently required to safeguard the rights of the client, and for which the professional has been ordered, he will inform the client accordingly.
All costs and expenses arising from the suspension or postponement are at the expense of the client.
The professional is in all circumstances entitled to payment of the fees and costs concerning the work already done.
VI. – Rights and Duties of the Parties
6.1. Rights and obligations of the professional
The professional performs the tasks entrusted to him with the required care in complete independence, under an obligation of means.
He ensures that the performed services are delivered in accordance with the deontological 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.
The professional can in no case be held liable for the consequences of possible subsequent changes - if necessary with retroactive effect - to these legal and regulatory provisions.
Nor is he responsible for the consequences of any shortcomings, errors or violations that would have been committed before his intervention.
The execution of the assignment is not - unless otherwise stipulated - specifically aimed at discovering possible fraud.
Unless stipulated otherwise, the professional is not obliged to check the correctness and completeness of the information that the client or his / her agent (s) transfer to him, nor the reliability of the deeds, contracts, inventories, invoices and supporting documents of any kind whatsoever. be entrusted or submitted by the client as evidence or as documents that must serve as such.
The professional may be assisted by employees or experts of his choice and have the assignments arising from the agreement carried out in full or in part by (an) appointed person (s) or expert (s).
Article 33 of the Law dated April 22, 1999 regarding the accounting and tax professions, the professional insure his civil professional with a policy approved by the Board of the Institute of Chartered Accountants and Tax Consultants.
The professional, as well as his proxy (s) or appointed (s), are held to professional secrecy, in accordance with article 58 of the Law of 22 April 1999 with regard to the accounting and tax professions and article 32 of the Royal Decree of 1 March 1998 to adoption of the regulations on the accounting of auditors, subject to the application of the provisions of the legislation and regulations to prevent the use of the financial system for money laundering and the financing of terrorism.
6.2. Rights and duties of the client
The client undertakes:
- provide the professional with all documents, data and information necessary for the execution of the assignment;
- to perform the work that may accrue to him on the basis of the order letter;
- any information, event or development that could have any influence on the performance of the assignment to the professional;
- if the professional so requests, to confirm in writing that the documents, information and explanations provided are accurate and complete;
- to check whether the documents and statements delivered by the professional correspond with his expectations and with the information he has provided and, if this is not the case, to inform him without delay.
6.3. Ban on Abandonment
The client and the practitioner expressly undertake, throughout the duration of the agreement and during a period of 12 months after termination, regardless of the reason for termination, no staff member or self-employed employee of the other party involved in the execution of the agreement, to engage directly or indirectly or to have him / her perform work directly or indirectly (for example via a legal entity) outside the framework of an agreement between the client and the professional, subject to prior written agreement of the other party .
Any violation of this prohibition will give rise to a one-off flat-rate compensation amounting to 15,000.00 EUR.
VII. – Honorary fees
7.1. Determination of costs and fees
The costs and fees are determined in accordance with the applicable legal and regulatory provisions, applicable to the professional and provided in the assignment letter, of which these general terms and conditions form an integral part.
The costs and fees are payable as and when the work is performed for the benefit of the client, even if the assignment is not necessarily terminated.
7.2. Terms of payment
Invoices and / or fee notes are payable within 14 days after the invoice date.
Late payments legally and without a notice of default being required give rise to:
- an interest payment equal to that determined in article 5 of the Act on combating late payment of 2 August 2002,
- a conventional compensation for which the amount is fixed at 10% of the unpaid amounts with a minimum of 250.00 EUR.
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
Except for the assignments referred to in Article 17, paragraph 4, of the Act establishing a "Institut des Réviseurs d'Entreprises / Instituut van de Bedrijfsrevisoren" and organization of the public supervision of the profession of registered auditor, coordinated on 30 April 2007, the complete contractual, extra-contractual or other ) liability for the performance of the assignment, limited to the amount or amounts to which the professional liability insurance taken out by the professional gives entitlement, including the excess that the professional may wear in accordance with that insurance.
If, for any reason whatsoever, the liability insurer does not pay, all liability is limited to 1 times the amount of the fee charged for the execution of the assignment. If it concerns a recurring assignment, it is applied coefficiently to the amount of the fees invoiced to the client during the twelve months preceding the harmful event, or from the start of the execution of the assignment if this period is shorter than one year.
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.
They do not apply when liability is the result of an error committed with fraudulent intent or with the intent to harm. Consequently, this restriction explicitly applies to any liability arising from all other errors for which the professional, his partners, directors and / or independent employees would be liable.
They do not apply if liability is the result of an error on the part of the professional, committed with fraudulent intent or with the intent to harm.
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. – Applicable Law and Dispute Resolution
The interpretation and implementation of the agreement are governed by Belgian law.
Any dispute of any kind is within the jurisdiction of the courts and the courts of the district where the office of the professional is located.
Disputes relating to costs and fees may be submitted to the Arbitration Committee at the Institute of Accountants and Tax Consultants, which decides by way of final decision, in first and last instance and without procedural costs.