General terms and conditions of sale

Tributum srl : General terms and conditions

 

I - Scope of application

These general terms and conditions apply to all professional relations between the professional, Tributum, soc. civ. prof. de conseils fiscaux srl, represented by Mr. Charles Desmet, director, tax advisor, member ITAA 50 772 022, whose office is located at 3 avenue des étriers, 1150 Brussels, registered with the ECB under number BE 0471.518.186, and the customer.

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

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

In accordance with common law, the professional's liability may only be invoked in respect of assignments which he has demonstrably accepted.

 

II Conclusion of contract

In the absence of a clause to the contrary in the engagement letter, the agreement is concluded and takes effect :

- either when the professional receives the engagement letter, signed by the customer, and countersigns it in turn ;

- or when the professional begins to carry out the assignment, at the client's request, when this execution begins at an earlier time.

Where the Professional has not yet received the engagement letter signed by the customer, all professional relations between the parties are in all cases subject to the present general terms and conditions and the engagement letter, as soon as and insofar as these contractual documents have been delivered to the customer, either by post, fax or e-mail, or by hand against acknowledgement of receipt.

 

III. - Duration and termination of the agreement

3.1 Recurring assignments

3.1.1. Definition

A "recurring assignment" is defined as an assignment consisting of successive services of the same nature, to be performed within a predefined timeframe.

3.1.2. Contract duration and termination

Unless a time limit is specified in the engagement letter, the agreement for a recurring engagement is deemed to be concluded for an indefinite period. Both parties may terminate the agreement at any time, either by e-mail with acknowledgement of receipt, or by registered mail.

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

3.2 Non-recurring assignments

3.2.1. Definition

Missions that do not meet the definition given in point 3.1.1. are considered non-recurring missions.

3.2.2. Duration and termination of the agreement

In the absence of proof to the contrary, an agreement for a non-recurring assignment is deemed to be concluded for a fixed term.

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.

3.3. Follow-up

At the end of the agreement, all books and documents, property of the customer, are made available to him or to his representative.

 

IV- Immediate termination for specific reason(s)

4.1. In all cases, the professional may terminate the agreement at any time without notice and without compensation, when reasons make it impossible to continue the professional collaboration, such as circumstances jeopardizing the professional's independence or making it impossible to carry out the assignment, in accordance with professional and ethical standards. 

When terminating the agreement, the professional shall inform the client of the legal acts that are urgent and necessary to safeguard the client's rights, and which must be carried out and for which the professional was commissioned.

4.2. The client may terminate the agreement at any time, without notice and without compensation, if the Professional remains manifestly in default of his obligations, as described in these general terms and conditions (point 6.1.) and, where applicable, in the engagement letter. In all cases, the client shall give the Professional written notice of his decision.

 

V - Suspension of performance

In the event of non-performance, poor performance or late performance, by the customer, of one or more of his obligations, for example in the event of non-payment of fees or deposit(s), in accordance with article 7 below, the Professional is entitled to suspend or defer performance of his obligations until the customer has fulfilled his.

The Professional shall inform the customer in writing.

If, after the start of the suspension or postponement of performance, urgent legal acts necessary to safeguard the customer's rights need to be carried out, and for which the Professional had been commissioned, he shall inform the customer accordingly.

All costs and charges resulting from the suspension or postponement shall be borne by the client.

The Professional is entitled in all circumstances to payment of fees and expenses relating to services already performed.

 

VI - Rights and obligations of the parties

6.1. The professional's rights and obligations

Under an obligation of means, the professional performs the tasks entrusted to him or her independently and with due care.

He shall ensure that the services are provided in accordance with the Institute's ethical and other professional standards, and taking into account the applicable legislation and regulations in force at the time of execution of the agreement.

The Professional cannot be held responsible for the consequences of any subsequent changes - retroactive if applicable - to these legal and regulatory provisions.

Nor shall the Professional be held liable for the consequences of any shortcomings, faults or infringements committed prior to his intervention.

The performance of the assignment is not - unless otherwise stipulated - specifically geared towards the discovery of any fraud.

Unless otherwise stipulated, the Professional is not obliged to verify the accuracy and completeness of information provided to him by the client or his agents, nor the reliability of

any deeds, contracts, inventories, invoices and supporting documents of any kind entrusted to him or presented by the client as evidentiary documents or to be used as such.

The Professional may be assisted by collaborators or experts of his choice and may have all or part of the tasks arising from the agreement carried out by one or more employees or experts.

In accordance with article 33 of the law of April 22, 1999 relating to the accounting and tax professions, the Professional has had his professional civil liability covered by an insurance policy approved by the Council of the Institute of Chartered Accountants and Tax Consultants (ITAA).

The professional, as well as his agent(s) or representative(s), are bound by professional secrecy, in accordance with article 58 of the law of April 22, 1999 relating to the accounting and tax professions and article 32 of the Royal Decree of March 1, 1998 laying down the professional code of ethics for chartered accountants, subject however to the application of the provisions of the legislation and regulations relating to the prevention of the use of the financial system for the purposes of money laundering and the financing of terrorism.

6.2. Rights and duties of the customer

The customer undertakes :

- to make available to the Professional, in good time, all documents, data and information required for the performance of the assignment ;

- to carry out the work for which he is responsible, where applicable, in accordance with the engagement letter;

- to inform the professional of any data, events or developments likely to influence the performance of the assignment;

- if requested by the professional, to confirm in writing that the documents, information and explanations provided are accurate and complete;

- to check whether the documents and statements produced by the Professional correspond to his expectations and to the information provided by him and, if this is not the case, to inform the Professional without delay.

 

VII. - FEES

7.1. Setting fees and charges

Fees and expenses are set in accordance with the legal and regulatory provisions in force, applicable to the Professional, and as provided for in the engagement letter, of which these general terms and conditions form an integral part.

7.2. Payment terms

Invoices and/or fee notes are payable in cash on receipt of the invoice. Any delay in payment shall automatically give rise, without the need for formal notice, to the application of compensatory interest at the rate stipulated in article 5 of the law concerning the fight against late payment in commercial transactions of August 2, 2002.

7.3. Down payments

The Professional may request one or more advance payments. These down-payments are included in the final statement of fees and charges.

7.4. Disputes concerning costs and fees

All disputes concerning costs and fees must be made by e-mail with acknowledgement of receipt, or by registered letter within 15 days of the invoice date. If no dispute is received (in time) by the professional, the customer is presumed to agree with the services invoiced.

 

VIII. - Liability

With the exception of the assignments referred to in article 17, paragraph 4 of the law creating an Institut des Réviseurs d'Entreprises and organizing the public supervision of the profession of réviseur d'entreprises, coordinated on April 30, 2007, the overall liability (whether contractual, extra-contractual or otherwise) of the Professional for the performance of the assignment will always be limited to the amount(s) to which the professional liability insurance policy taken out by the Professional entitles him/her, including any own risk for which he/she may be liable in accordance with said insurance policy.

In the absence of mandatory legal provisions to the contrary, no compensation will be paid for damage resulting from (a) loss of profit, goodwill, business opportunities or anticipated savings or benefits, (b) loss or corruption of data, or (c) indirect loss or damage.

 

IX - Applicable law and dispute resolution

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

Any dispute of any nature whatsoever shall fall within the jurisdiction of the courts and tribunals of the district in which the professional's office is located.

Disputes relating to fees and expenses may be submitted to the Arbitration Commission of the Institute of Chartered Accountants and Tax Consultants, which will reach a final decision in the first and last instance, without procedural costs.