ARTICLE 1 SCOPE
These provisions apply to all relationships between the professional and the client (hereinafter collectively referred to as 'the parties' and separately as 'a party'), regardless of within which company of the Vandelanotte group the professional performs or organises his activities.
Current terms and conditions remain applicable to the relationship between the parties for each new additional or supplementary assignment, without this having to be explicitly renewed.
The provisions of the current agreement apply to the client's relationship with the following companies of the Vandelanotte group as well as with all companies related to these companies currently or in the future: Vandelanotte Accountancy CV, BE0876286023, with registered office at President Kennedypark 1a, 8500 Kortrijk; Vandelanotte Bedrijfsrevisoren CV, BE0433608707, with registered office at President Kennedypark 1a, 8500 Kortrijk.
It is then up to the professional to organise his activities from the company that seems most appropriate to him.
In the event of contradiction between the contents of these general terms and conditions and the assignment letter, the assignment letter has priority. Both documents are hereinafter referred to as 'the agreement'. The provisions of the present agreement apply to the services of the professional with respect to the client, irrespective of whether or not these are described in an assignment letter.
In accordance with ordinary law, the liability of the professional can only be invoked for assignments which are shown to have been accepted by him.
ARTICLE 2 ESTABLISHMENT OF THE AGREEMENT
Unless otherwise stipulated in the order letter, the agreement is concluded and commences:
- +either at the moment that the assignment letter signed by the client is received by the professional and signed by him,
- +or at the moment that 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. In this case, the client undertakes to sign the assignment letter without delay and to send it to the professional.
ARTICLE 3 DURATION AND TERMINATION OF THE AGREEMENT
3.1 Recurring assignments
3.1 1 Definition
'Recurring assignment' refers to: the contract that consists of successive performances of the same nature that must be carried out by certain deadlines.
3.1.2 Duration and end of the agreement
Unless a period for the duration of the agreement is stated in the assignment letter, the agreement for a recurring assignment shall be deemed to have been concluded for an indefinite period.
Both parties may terminate the agreement at any time, subject to the following conditions:
- +The other party must be notified of the termination by registered post or by e-mail.
- +A notice period of three months commences on the first day following the month of notification of the cancellation by registered letter.
If the client gives the notice, the notice period may, at the client's choice, be replaced by a lump-sum severance payment of 50 percent of the fees and expense statements corresponding to the services usually provided by the professional in respect of a full financial year or, where applicable, a calendar year.
During the notice period, the requirements of the assignment letter and these general conditions shall remain in full force.
A separate agreement may be concluded for services provided after the termination of the agreement but relating to the period in which the agreement was still in effect.
3.2 Non-recurring assignments
3.2 1 Definition
Assignments that do not fall under the definition of 'recurring assignment' provided for in point 3.1 are regarded as non-recurring assignments.
3.2.2 Duration and end of the agreement
Subject to proof to the contrary, the agreement relating to a non-recurring assignment shall be deemed to have been concluded for a fixed period. It ends with the execution of the assignment and, if applicable in view of the nature of the assignment, with the delivery of the agreed services. The client has the right to terminate the agreement early by registered post or by e-mail with immediate effect on payment to the professional of:
- +All costs and fees corresponding to the work already carried out by the professional (this is independent of the chosen invoicing system or frequency);
- +All lost allowances and fees that the professional could have obtained in the execution of the assignment.
This indemnity shall be calculated on a real basis, with a minimum of 50 percent of the fees and costs 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 shall be made available to the client or its authorised representative.
ARTICLE 4 IMMEDIATE TERMINATION FOR CERTAIN REASON(S)
In all cases, the professional can terminate the agreement at any time, without notice and without compensation by registered letter or e-mail, if there are reasons that make the continuation of the cooperation impossible, such as:
- +Circumstances that threaten the independence of the professional.
- +Circumstances that make the execution of the assignment impossible in accordance with the professional and ethical standards applicable to the professional.
- +The apparent or repeated shortcoming(s) of the client with respect to its own obligations as described in the present agreement and in the order letter.
- +In the event of judicial reorganisation, bankruptcy, dissolution procedure or apparent incapacity of the client.
The reasons for the immediate termination of the agreement shall be communicated to the client.
Depending on the circumstances, the professional may have his decision preceded by a warning or a reminder to the client, without any prior notice of default on the part of the professional.
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 the assignment.
ARTICLE 5 SUSPENSION OF THE IMPLEMENTATION OF THE COMMITMENTS
In case of non-performance, incorrect or late execution by the client of his obligation(s) included in this agreement and/or, if applicable, in the order letter, the professional shall be entitled to suspend the execution of his obligations or postpone until the client has fulfilled its obligations, without any right to compensation on the part of the client.
The professional shall inform the client by registered letter or by e-mail.
If, after the commencement of the suspension or postponement of execution, legal acts necessary to safeguard the rights of the client, for which the professional has been commissioned, are urgently required he will inform the client accordingly.
All costs and expenses resulting from the suspension or postponement shall be borne by the client.
The professional shall be entitled to payment of the fees and costs related to the work already done in all circumstances.
The suspension or postponement of the fulfilment by the professional of the obligations does not affect the right to immediate termination of the agreement by the professional in the cases provided for in Article 4 of the current agreement.
ARTICLE 6 RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1 Confidential information
6.1.1 All information (both personal and company information) obtained by one of the parties during or following the execution of the assignment entrusted to the professional shall be treated in the strictest confidence and shall not be disclosed to third parties without the prior written and explicit consent of the other party. This also applies to quotations in preparation for assignments and for the reports resulting from their execution.
6.1.2 Contrary to what is provided for under Article 6.1.1, the professional shall be entitled - subject to written and explicit prohibition - to mention the client as a reference or with a view to publicity in the broadest sense.
6.2 Rights and obligations of the professional
6.2.1 The professional shall perform the tasks entrusted to him with due care in full independence under an obligation of means. He shall ensure that the services performed are delivered in accordance with the ethical and other professional standards, taking into account the relevant legislation and regulations in force at the time of the execution of the agreement.
6.2.2 The professional can in no case be held liable for the consequences of possible later changes - if necessary with retroactive effect - to these legal and regulatory provisions, changes to the case law or administrative standpoints. 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 otherwise stipulated, the practitioner is not obliged to check the accuracy and completeness of the information provided to him by the client or its appointee(s), nor the reliability of the deeds, contracts, inventories, invoices and supporting documents of all kinds, which are entrusted or presented to him by the client as evidential documents or as documents which must serve as such.
6.2.3 The professional may be assisted by employees or experts of his choice and have the assignments arising from the agreement carried out in whole or in part by (an) appointed person(s) or expert(s). The professional shall be entitled to make the information and documents that he obtains from the client available to these appointees or third experts.
6.2.4 The professional, as well as his proxy/proxies or appointee(s), shall be bound to professional secrecy, subject to the application of the exception as provided by law, including the provisions of the legislation and regulations to prevent the use of the financial money laundering system, terrorist financing and the obligations under the WCO legislation that obliges the professional to pay attention to any facts from which it is deduced that the continuity of your business is jeopardised.
6.3 Rights and obligations of the client
The client undertakes:
To the extent that the services of the professional depend on the information and explanations to be provided by or on behalf of the client, the client should ensure that such information and explanations are made available in a timely manner and are complete, accurate and not misleading. The client is obliged to communicate spontaneously and without delay to the professional all facts, documents or data of which it has knowledge or should reasonably have knowledge, and which are relevant in the context of carrying out the task of the professional. The client is obliged, if the professional so requests, to confirm in writing that the supplied documents, information and explanations are accurate and complete. If the information or explanation is based on assumptions, the client shall provide the professional with relevant details. The client is responsible for immediately informing the professional of any change in the information or statements provided, as soon as it is no longer possible to continue or as soon as the previous assumptions submitted to the professional are no longer justified.
In particular with regard to the exercise of the mandate of a member of the Supervisory Board within a company, the client is obliged to provide the professional with all information and to cooperate fully in the manner as provided by law.
When the client uses information or documentation from third parties or provides them to the professional, the client shall ensure that it obtains the necessary authorisations for the professional to provide the services from these third parties. The client shall be responsible for the relations with such third parties, for the quality of their contribution and for their work and for the payment of their fees. Unless otherwise stipulated by the law, the professional rules or the assignment letter, the professional shall not verify the accuracy of the information or the documentation provided to us by such third parties.
If the client fails to give the professional the relevant information and explanation necessary for the proper execution of our assignment, this could lead to the impossibility of providing or finalising the services or could lead to the inclusion of a reservation in any report that the professional is required to draw up under the contract. As a last resort, the professional has the right, unless otherwise provided by law or professional rules, to discontinue the provision of services without prior notice, or to terminate or suspend the contract with immediate effect.
ARTICLE 7 COSTS AND FEES
7.1 Determination of costs and fees
The costs and fees are determined in accordance with the legal and regulatory provisions that are applicable to the professional and provided for in the assignment letter, to which these general terms and conditions apply in full.
The costs and fees are due as soon as the work is started on behalf of the client, even if the assignment has not necessarily been concluded.
7.2 Costs to third parties
All direct contractually contracted costs that are necessary for the execution of our services are not included in the fees and shall be invoiced additionally. At the request of the client, the supporting documents shall be presented as proof of costs incurred for its account.
7.3 Updating of the fees
The professional has the right to adjust the agreed rates annually according to changes in the salary costs.
7.4 Payment conditions
All invoices of the professional shall be payable in cash without discount in Kortrijk. In the event of late payment, an interest on arrears is due by law without written reminder from the invoice date, amounting to 1 percent per commenced month. Moreover, in the event of non-payment of the invoice on the due date, each amount due shall be increased by 12 percent by operation of law and without prior notice of default, by a minimum of 125 euros by way of a conventional compensation clause as fixed compensation for extrajudicial costs, without prejudice to the right of the professional to prove a higher amount of damage and to claim compensation for this.
In the event of late payment, the obligations of the professional shall automatically be suspended by operation of law and without notice of default and the professional shall therefore have the right to suspend his work for the same period as that during which the client fails to comply with its obligations or has failed to comply with them.
7.5 Interim invoicing
The professional can draw up interim invoices at any time during the execution of the assignment. These interim invoices may be invoiced regardless of whether the assignment has been concluded or not. Unless this would have been expressly provided for otherwise, these interim invoices shall be considered as invoices and not as advances.
7.6 Contesting the statement of costs and fees
All objections to costs and fees must be motivated by registered letter to the professional within 8 days of the invoice date. If no (timely) objection reaches the professional, it shall be assumed that the client agrees with the invoiced services.
ARTICLE 8 LIABILITY
8.1 The professional shall provide the services with due care and in accordance with the applicable professional rules and legal provisions. Unless otherwise provided for by law or professional rules, the services provided by the professional are best-effort commitments and not obligations of result.
8.2 The liability of the professional with respect to the client, for damage related to the contract, even if the client represents more than one party, is limited as follows:
- +a) The entire liability on the part of the professional (contractual, extra-contractual or otherwise) for all assignments under this agreement is limited to five times the agreed fees for these assignments.
The limitations under the a) above shall equally apply when the liability of the professional is the result of a personal deliberate error or personal deception.
- +b) If two or more claims are the result of the same error committed by the professional, they shall be deemed to constitute a single instance of liability and the liability of the professional shall therefore be limited to the highest liability amount applicable to the assignments or contracts in question.
- +c) Unless otherwise required by law, the professional shall in no event be liable for damages resulting from (a) loss of profit, goodwill, commercial opportunities or anticipated cost savings or benefits, (b) loss or misuse of data or (c) indirect loss or consequential damages.
- +d) The professional may also only be held liable for compensation for the net damage suffered by the client.
8.3 Unless otherwise provided by law, any claim based on or in connection with this agreement can only be validly brought against us within three years from the act or omission invoked against us.
ARTICLE 9 PROFESSIONAL INDEMNITY INSURANCE IN RESPECT OF THE PROFESSIONAL
The professional's professional liability shall be insured by the professional in accordance with the standards laid down in this respect by the various professional federations in which the professional is active.
ARTICLE 10 DETECTION OF FRAUD, MISTAKES AND NON-COMPLIANCE WITH THE LAWS AND REGULATIONS
The client shall be solely responsible for protecting its assets and for preventing and detecting fraud, errors and non-compliance with laws and regulations.
Consequently, under no circumstances can the professional be held liable for any damage caused in any way by or in connection with fraudulent or negligent acts or omissions, false statements or non-performance on the part of the client or its representatives, employees, directors, co-contractors or agents, or on the part of any of the entities affiliated with it and its representatives, employees, directors, co-contractors or agents, or on the part of any third party.
However, if required by law, the applicable professional rules or the assignment letter, the professional shall endeavour to organise the work in such a way that the professional has a reasonable expectation of detecting all material inaccuracies in the client's financial statements or accounting documents (including any material misstatement due to fraud, error or non-compliance with laws and regulations), although it cannot be expected of the professional's work that it would reveal any substantial misrepresentation or any fraud, error or non-compliance that may occur.
ARTICLE 11 INTELECTUAL PROPERTY RIGHTS
All reports and documents resulting from the assignment shall remain the intellectual property of the professional. Subject to written and explicit deviations, these reports and documents may only be used by the client after full payment of all fees and costs associated with the performance of the assignment awarded to the professional and within the limits of the specific assignment for which they were drawn up. The professional may use the data provided by the client for internal analyses and/or benchmarking.
ARTICLE 12 STORAGE OF RECORDS AND WORK DOCUMENTS
Working documents remain the property of the professional during the work. Upon termination of the services, the professional shall retain related documents and records for the period provided for by law for the type of services that are the subject of the assignment letter. After this period, the professional shall be allowed to destroy them, unless otherwise agreed separately in writing, without having to inform the client in advance. The client is responsible for the preservation of the (accounting) documents and documents handed over to it by the professional, for the statutory and regulatory periods.
Under no circumstances is the professional to keep original documents or documents for the client, unless otherwise expressly agreed.
ARTICLE 13 RECRUITMENT BAN
The client and the professional expressly undertake not to employ, directly or indirectly (for example through a legal entity), for the entire duration of the agreement and for a period of twelve months after the termination thereof, regardless of the reason for termination, any member of staff or independent employee or partner of the other party involved in the execution of the agreement, or to have him/her directly or indirectly (for example through a legal entity) perform work outside the framework of an agreement between the client and the professional, unless the other party has given prior written agreement.
Any violation of this prohibition shall give rise to a one-off flat-rate compensation amounting to 25,000 euros, without prejudice to the right of the professional to prove higher damages and to claim compensation for these.
ARTICLE 14 PROCESSING OF PERSONAL DATA
14.1 To the extent necessary, the client agrees that the professional may use the personal data of the client's representatives, employees and directors for the provision of services, for compliance, regulatory, risk management and quality control requirements, as well as for various business purposes (such as relationship management and management of client accounts), and that the professional may share the aforementioned personal data with any local or foreign entity within our network, including those supporting our office policies and management, as well as with the service providers to which the professional has recourse.
It is the legitimate interest of the professional to use such personal data in order to keep the client and/or its representatives, employees, managers informed of the professional and corporate activities of the practitioner and of any subject that might be of interest to one of them. The client and/or its representatives, employees or directors can at all times, if they no longer wish to receive such information, use the unsubscribe link at the bottom of any message or object to this processing by contacting the DPO via firstname.lastname@example.org.
14.2 The client shall inform its representatives, employees and managers of the processing of their personal data for the purposes stated in this article 15.
The client confirms that the processing of personal data obtained in the context of the provision of services shall not give rise to an infringement by us or any entity within our network under the "Regulations for the protection of privacy and personal data", in particular with the European Regulation 2016/679 of 27 April 2016 on the protection of personal data ('GDPR').
ARTICLE 15 PROFESSIONAL AS A DATA PROCESSOR
15.1 In particular for accountancy activities, it may happen that the professional has to access the client's information systems. The professional then acts as processor according to the provisions of the GDPR. In that case the professional shall act under the strict instructions of the client.
15.2 The professional is only allowed to access the personal data that is expected to be required for the provision of the services. Under no circumstances shall a professional have access to information which is not necessary for the performance of his duties.
15.3 The purpose of the processing is shown in the assignment letter. In particular, the professional has the task of conducting the internal accounting of the client. In the context of this assignment, the professional processes personal identification data and invoicing data of clients and suppliers of the client.
15.4 The professional does not take a copy of the personal data he receives during the provision of the services. In the context of the preparation of the annual accounts it may happen that the professional makes a copy of personal data that he receives during the provision of the services. In that case, the professional acts as a controller and not as a processor, and consequently this article 16 does not apply.
15.5 Within the limits of the provision of the services and the GDPR, the client gives the professional the permission to communicate the personal data to all persons, institutions and authorities that participate directly in the execution of the assignment, when this is strictly necessary for the granting of the services.
15.6 Under no circumstances can the professional have recourse to third-party subcontractors for processing, except at the explicit request of the client or with the explicit consent of the client.
15.7 It remains the responsibility of the client to ensure that the professional can access the information systems in a secure manner. When the professional gains access to the client's information systems via resources belonging to the client, adequate security is the responsibility of the client.
15.8 The professional shall always provide assistance to the client when a person whose personal data is being processed wishes to exercise the rights that he or she derives from the GDPR.
15.9 In the event of a breach of the security of personal data that inadvertently or unlawfully leads to the destruction, loss, modification or unauthorised disclosure of or unauthorised access to transmitted, stored or otherwise processed personal data, the professional shall inform the client immediately. At the start of the assignment, the client shall notify the practitioner of the person responsible for the data processing to whom the report must be made. The professional shall provide all reasonably possible cooperation to the client in order to gain an insight into the seriousness and possible consequences of the infringement at the client's premises.
ARTICLE 16 ELECTRONIC TRANSFER OF DATA, ELECTRONIC STORAGE OF DATA, ELECTRONIC SIGNATURE
16.1 During the provision of the services, the parties can communicate electronically. The professional is at all times entitled to communicate with the client on a completely digital basis. However, it is impossible to guarantee that the electronic transmission of data can be done completely safely, without viruses or without error, and consequently such data transmissions can be intercepted, falsified, lost, destroyed, delayed or rendered unusable. The parties hereby recognise that no system or procedure can completely exclude such risks.
In addition, the parties recognise the right of the professional to keep and process all data that he possesses in the execution of his assignment.
16.2 The Parties hereby confirm that they accept those risks, validly permit the use of electronic communications and the electronic storage of data and agree to use all available and appropriate means to detect the most widespread viruses before transmitting and storing information by electronic means. Each party shall be responsible for protecting its own systems and interests with respect to electronic communications and data retention, and no party shall be liable in any way or form, whether contractual or criminal (including negligence), or for any other reason, for any loss, error or omission, arising out of or in connection with the use of electronic communications between the parties or the electronic retention of data.
16.3 It is up to the professional to use the electronic signature system within the limits of what is legally provided for. Unless expressly agreed otherwise, the professional shall be entitled to determine unilaterally to what extent the electronic signature is used in the context of the assignment entrusted to him.
ARTICLE 17 INDEPENDENT SERVICE PROVIDERS
In providing services, the professional acts only as an independent service provider. Unless expressly stated otherwise in the assignment letter, we do not undertake to fulfil any legal or contractual obligation of the client or to assume any responsibility for its activities or transactions.
To the extent required to enable the professional to fulfil all his obligations regarding independence, the client shall ensure that the professional has an up-to-date list of all entities affiliated with the client, both Belgian and foreign, at all times. The client shall set up procedures to impose prior approval with regard to all services to be performed by the entities within the professional's network to one of these affiliated entities and shall inform us without delay of any circumstance that could compromise the professional's independence.
ARTICLE 18 FORCE MAJEURE
Neither party shall be liable to the other(s) if the failure to perform its obligations is due to circumstances beyond its reasonable control, including any advice, warning or prohibition emanating from any competent local, national, foreign or supranational authority, or emanating from any new policy of either party relating, for example, to travel to particular countries or regions. If circumstances persist that make it impossible for a party to perform its obligations for an uninterrupted period of 30 days, either party shall be entitled to terminate the agreement by giving 15 days written notice of termination at any time after the expiry of that 30-day period.
ARTICLE 19 TRANSFER
Without prejudice to the consequences that the law attaches to transfers of general assets or branches of industry, mergers, divisions and similar transactions, the parties may not transfer, encumber or in any way trade any of their rights or obligations arising from this agreement without the prior written consent of the other parties to the agreement.
ARTICLE 20 INVALIDITY OF ONE OR MORE PROVISIONS
The invalidity, non-legality or non-enforceability of one or more provisions of these general terms and conditions or any agreement that governs the legal relationship between the parties shall in no way affect the validity and enforceability of the remaining provisions of these agreements. In this case, the parties shall consult each other with regard to substitute provisions which, in terms of content and scope, come closest to the invalid, non-legally valid or non-enforceable provision, taking into account the intention of the parties.
ARTICLE 21 ANNEXES TO THE AGREEMENT
Any annexes to this agreement or other agreements between the professional and the client are always an integral part of the agreement.
ARTICLE 22 COMPLETE AGREEMENT
The agreement contains the entire agreement between the parties regarding the transactions envisaged therein and replaces all previous oral agreements and writings relating thereto. This Agreement may not be modified except by a written document duly signed by both Parties.
ARTICLE 23 APPLICABLE LAW AND RESOLUTION OF DISPUTES
The interpretation and implementation of the agreement are governed by Belgian law. Any dispute of any kind falls under the jurisdiction of the courts and tribunals of the district where the professional's registered office is located. Disputes relating to costs and fees can 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.