GENERAL TERMS AND CONDITIONS

I. – Area of application

These general terms and conditions apply to all professional relationships between the professional, FISC-PROTECT, whose registered office/office is at 1080 Molenbeek-Saint-Jean, rue Alfred Dubois 25, registered with the CBE and with the RPM Brussels under the number 0442.617.928, and the client.

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

In the event of contradiction between the contents of these general terms and conditions and the engagement letter, the engagement letter shall prevail.

In accordance with common law, invoking the liability of the professional is only possible for assignments which can be proven to have been accepted by him.

II. – Closing the contract

2.1 Commencement of the agreement:

In the absence of a provision to the contrary in the order letter, the agreement shall be concluded and enter into force:

either at the moment when the practitioner receives the order letter signed by the client and countersigns it;
or from the moment the practitioner starts to carry out the assignment, at the client's request, if, due to exceptional or urgent circumstances, the execution starts at an earlier point in time.

If the practitioner has not yet received the engagement letter signed by the client, all professional relations between the parties are subject to these General Terms and Conditions and the engagement letter, the terms of which are deemed to have been concluded between the parties, insofar as these contractual documents have been provided to the client.

2.2. Possible transfer of the agreement

In the event of a transfer of this agreement, in particular following a transfer of clients, to a legal entity recognised by the Institute of Tax Consultants and Accountants (hereinafter "the ITAA"), the professional shall inform the client in writing, within fifteen days at the latest of the transfer, of the full details of the transferee, including his registration number in the public register of the ITAA.

The client and the professional shall acknowledge and accept that the contract shall simply continue with the transferee as originally concluded by the parties.

III. – Termination of the Agreement

The practitioner and the client may terminate this agreement and/or the mandates attached to the engagement letter at any time by sending an e-mail and subject to the modalities set out below.

Termination by the client may be effected by the practitioner's successor duly authorised by the client.

The replacement of the person responsible for the execution of the order can under no circumstances be invoked by the client as a legitimate ground for termination of the agreement.

The professional shall in all circumstances be entitled to payment of fees and expenses relating to the work already carried out.

3.1. Recurring Assignments

3.1.1. Definition

'Recurring assignments' means: all assignments that are recurring and do not meet the definition of "non-recurring orders" in Article 3.2.1.

3.1.2. Duration and end of the agreement

Unless otherwise stipulated in the assignment letter, the agreement for a recurring assignment shall be deemed to have been entered into for an indefinite period.

Both parties may terminate the agreement at any time by giving notice via e-mail.

Except in the case of immediate termination for specific reasons (see 4.1 and 4.2 below) or a contradictory clause in the assignment letter, when the professional and/or the client terminates the contract, a notice period of: one month up to a maximum of three months applies. If the terminating party does not explicitly state in the termination of the assignment that he will observe the notice period, this notice period shall, unless otherwise agreed by the parties, be replaced by a lump-sum cancellation fee equal to a proportionate part of the fees for the notice period (1/12, 1/6 or ¼ of the annual fees) corresponding to the services usually provided by the professional for a full financial year or, as the case may be, a calendar year.

During the cancellation period, the provisions of the assignment letter and these General Terms and Conditions shall remain in force.

Unless the parties decide otherwise, the termination of the contract, even if a notice period is observed, shall result in the immediate cessation of the services of the professional for the preparation of the annual accounts, tax declaration, etc. for the financial year preceding the termination date.

3.2. Non-recurring assignments

3.2.1. Definition

Non-recurring orders are one-off and non-recurring orders whose execution puts an end to the contract.

3.2.2. Duration and end of the agreement

In the absence of evidence to the contrary, the agreement relating to a non-recurring order shall be deemed to have been concluded for a fixed term.

It ends with the execution of the order and, if applicable given the nature of the order, with the execution of the agreed services.

Pursuant to Article 1794 of the Belgian Civil Code and, if applicable, in deviation from Article 2004 of the Belgian Civil Code, the client is entitled to terminate the agreement early, provided that he pays the professional all costs and fees corresponding to the work already carried out. This compensation shall be calculated on an actual basis, with a minimum of 25% of the fees that would have been due in the event of full execution of the assignment.

3.3. Handling

At the end of the agreement, all books and documents, which are the property of the client, shall be made available to the client or his agent by means of the drawing up of a dated and signed inventory in as many original copies as there are parties.

The end of the assignment:

leads to the immediate revocation of all mandates granted for the filing of tax returns in the OJ, V.A.T. and VAT returns, the filing of financial statements or representation (e.g. electronic mandate for access to the UBO register, ....)
requires the client to immediately take back all accounting documents from the professional.

3.4 Fees (only for flat-rate invoicing)

The monthly lump sum remains payable until the end of the assignment (with or without notice period). The current annual/quarterly lump sum is converted into a monthly lump sum that is payable until the end of the assignment (with or without notice period).

IV. – Immediate termination for specific reason(s)

4.1. In all cases, the practitioner may terminate the agreement at any time without notice and without compensation if there are reasons that make continuation of the cooperation impossible, such as:

circumstances which jeopardise the professional's independence;
circumstances that make it impossible to carry out the assignment in accordance with professional and deontological standards;
(a) manifest shortcoming(s) of the client with respect to his own obligations as described in these general terms and conditions (section 6.2) and in the engagement letter;

The reasons for the immediate termination of the contract must be communicated to the client.

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

When the professional terminates the contract, he shall inform the client of the legal actions that are urgent and necessary to safeguard his rights and for which he has been instructed.

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

4.3. The client may terminate the contract at any time without notice or compensation if the professional is manifestly in breach of his obligations, as described in these General Terms and Conditions (Section 6.1) and, if applicable, in the engagement letter.

In any case, the client must precede his decision with a written notice of default to the professional.

V. – Suspension of implementation of commitments

In the event of non-performance, incorrect or untimely performance by the client of one or more of his obligations, for example the non-payment of fees or advance payment(s) in accordance with Article 7, the practitioner is entitled to suspend or postpone the performance of his obligations until the client has fulfilled his obligations.

If, after the suspension or postponement has commenced, urgent and necessary work needs to be done to safeguard the client's rights, and the professional has been instructed to do so, he shall inform the client accordingly.

All costs and charges (including fines and fees) arising from the suspension or postponement shall be borne by the client.

The professional shall in all circumstances be entitled to payment of fees and expenses relating to the work already carried out.

VI. – Rights and obligations of the parties

6.1. Rights and obligations of the professional

With the exception of compliance with legal deadlines (to the extent that the client has fulfilled all of his obligations listed in Article 6.2), the obligation that the professional enters into in relation to his client is an obligation of means. The professional shall carry out the assignments entrusted to him with complete independence and due care.

He shall ensure that the services are provided in accordance with the deontological and other professional standards of the ITAA and with the relevant legislation and regulations in force at the time of execution of the contract.

The execution of the assignment is - unless otherwise stipulated in the assignment letter - not specifically aimed at the detection of possible fraud.

Unless otherwise stipulated in the engagement letter, the professional is not obliged to verify the accuracy and completeness of the information provided by the client or the client's appointees, nor the reliability of the deeds, contracts, inventories, invoices and supporting documents of all kinds entrusted to him or submitted to him by the client as documents of evidence or as documents intended to serve as such.

The client accepts that the professional may, at his discretion, use subcontractors or employees with the required skills and qualifications to carry out the assignment.

6.2. Client's rights and obligations

With regard to the assignment entrusted to the professional, the client undertakes to cooperate closely and to provide all documents, data and information necessary for the execution of the assignment accurately and in a timely manner.

The client also undertakes:

To carry out the work assigned to him in accordance with the assignment letter, if applicable;
To report in a timely manner to the professional all information, events or developments that may influence the execution of the assignment;
To provide the professional with all true, accurate and up-to-date information and any subsequent change thereto implying a possible adjustment of the professional's assignment, in particular and without being exhaustive, concerning a significant change in his financial situation, his cash position, his beneficial owners, and this at the latest within 15 days of the client's knowledge of this information or of its change;
To confirm in writing that the documents, information and explanations provided are accurate and complete, if the professional so requests;
To check whether the documents and statements prepared by the professional correspond to his expectations and to the information provided by him and, if this is not the case, to report this immediately to the professional;

If he fails to do so, the professional shall be exempt from liability for failure to comply with the time limits imposed by the laws, regulations and agreements for the performance of the tax, social or other formalities that would fall within his remit.

Furthermore, the client must immediately inform the professional of any change in his contact details, as well as any change in his beneficial owners.

Finally, the client undertakes to notify the professional of any non-payment vis-à-vis any tax, social security administration or other creditor as soon as the due date has been exceeded.

VII. – Honours

7.1. Determination of fees and charges

The costs and fees are determined as specified in the order letter, of which these general terms and conditions form an integral part.

The overview of our rates is available on simple request.

The general administration and secretarial costs (including the costs for recording, archiving and closing the file) are estimated at 3% of the fees.

7.2. Terms of payment

Invoices and/or fee notes are payable on receipt.

Any delay in payment shall give rise by law, without notice of default being required:

the application of an interest on arrears at the rate specified in Article 5 of the Law of 2 August 2002 on combating late payment in commercial transactions;
a conventional indemnity, the amount of which is fixed at a flat rate of 10% of the unpaid amounts, with a minimum of (250.00) euros.

Delays in the execution of the assignment that are not attributable to the professional shall not prevent the flat-rate invoicing.

In case of non-payment within a period of thirty days of amounts due, the professional reserves the right to suspend his services without prior notice until the debt is settled in full.

7.3. Advances

The professional may request one or more advances. These advances shall be taken into account in the final statement of expenses and fees.

7.4. Dispute of cost and fee statement

All disputes regarding costs and fees must be formulated by registered letter within 15 days of the invoice date. If the professional does not receive a dispute, or does not receive it on time, the uncontested claim shall be deemed to be definitive and the amount shall be payable without contestation. Furthermore, the client is deemed to agree with the invoiced services.

VIII. – Liability of the professional

8.1. Limitation of Liability

The professional shall ensure that the services are provided in accordance with the deontological and other professional standards of the ITAA and taking into account the relevant laws and regulations in force at the time of the performance of the contract.

The professional cannot be held liable for the consequences of any subsequent amendments - possibly with retroactive effect - to these laws and regulations.

Furthermore, the professional cannot be held liable for professional errors and mistakes committed by any person before the entry into force of the order letter.

Finally, under common law, the professional can only be held liable for assignments that are proven to have been accepted by him.

The practitioner and the client are also asked to provide each other, and as far as possible in writing, with their objections, comments, recommendations and advice.

The liability of the professional is limited to the amounts covered by his professional insurance policy, except in the case of misconduct committed with fraudulent intent or with the intent to harm or in the execution of special assignments reserved by law for statutory auditors and certified public accountants.

8.2. Insurance of the professional

The professional has had his civil professional liability covered by an insurance contract approved by the Council of the Institute of Tax Consultants and Accountants.

The aforementioned limitations of liability shall also apply to claims made against all persons, partners, executives and/or independent associates, who have the capacity of insured persons within the meaning of the insurance contract, based on the execution of the assignment.

If two or more claims appear to be the result of the same fault, they shall be deemed to constitute a single case of liability and the liability shall therefore be limited to the highest liability amount of the amounts applicable to the assignments or agreements concerned.

Unless otherwise required by law, damages resulting from (a) a loss of profit, goodwill, commercial opportunities or anticipated cost savings or benefits, (b) a loss or misuse of data or (c) an indirect loss or consequential loss shall not give rise to compensation.

IX. – Place of performance of the contract and preservation of documents

The records, books and documents may be moved. The practitioner may retain them for the time necessary to carry out his task(s). The client always has the right to consult them, either personally or through (an) appointed person(s) or proxy(s) in possession of a written authorisation, provided that these documents, books and papers are the property of the client.

It is the client's responsibility to retain the accounting records and documents and to retrieve them as soon as the professional notifies him that they are available. The professional undertakes to make the accounting documents available to the client on a regular basis.

X.– Professional secrecy and money laundering

The professional, as well as his agents or employees, must respect professional secrecy in the context of the tasks entrusted to them, in accordance with the applicable legislation.

By way of exception, the legislation on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing shall exempt the professional from professional secrecy.

The client confirms that he is aware of the fact that the professional is subject to the legislation on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing and undertakes to provide him immediately with all the information and/or documents required under that legislation.

XI. – Privacy - Data Processing

The client acknowledges that he has been informed that his personal data will be processed by the practitioner for the purpose of contractual and administrative management of his file, in compliance with the applicable legislation imposed on the practitioner and for the performance of the tasks agreed between them.

The client is aware that the practitioner's privacy statement is always accessible on his website: protect@skynet.be.

XII. – Applicable law and dispute resolution

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

The parties are aware that in the event of a dispute between them, there is the possibility of trying an alternative method of dispute resolution.

They shall first take the necessary steps to inform each other in writing of the subject of their questions or disputes.

In the absence of a mutual agreement on an alternative method of dispute resolution, all unresolved disputes, of whatever nature, fall under the jurisdiction of the courts and tribunals of the district of Brussels.