General terms and conditions

                  I.            Definitions

Terms written with initial capitals used in the Agreement shall have the following meanings:

1.       General Terms and Conditions: the Practitioner's General Terms and Conditions, regardless of the medium in which these are published (in hard copy, by e-mail or other electronic medium, or on the Practitioner's website);

2.       Practitioner: the company STUYTS ACCOUNTING & TAX BV, with registered premises at 8200 Brugge, Koningin Astridlaan 2A, registered in the register of companies with VAT number BE0405.272.631 (RPR Gent, Brugge department) and recognised by the Belgian Institute for Tax Advisors and Accountants (‘ITAA’) with registration number 50744134, as well as their staff; the Practitioner (website: www.stuytsaccounting.be) can be contacted at their premises as follows:

 

-          Bruges: 8200 Brugge, Koningin Astridlaan 2A, T +32 50 40 66 40, E info@stuytsbrugge.be

-          Ghent: 9000 Gent, Ottergemsesteenweg 367-369, T +32 9 391 19 50, E info@stuytsgent.be

-          Brussels: 1000 Brussel, Congresstraat 35, T +32 2 229 19 36, E info@stuytsbrussel.be;

 

3.       Client: the legal or natural person or persons entering into an Agreement with the Practitioner;

4.       ITAA: the Belgian Institute for Tax Advisors and Accountants (www.itaa.be);

5.       Staff member: every Partner, Director, Employee, Appointee or Self-employed member of the Practitioner's staff;

6.       Non-recurrent Assignment: a non-repetitive, one-off Assignment which is complete following its fulfilment;

7.       Assignment: the activities and services to be carried out by the Practitioner for the Client, whether recurrent or non-recurrent, as set out in an Engagement Letter (whether or not extended and/or modified at the request of or in discussion with the Client);

8.       Engagement Letter: a document originating with the Practitioner and describing their Assignment as well as the terms and conditions applicable to the Assignment (possibly in deviation from what appears in the General Terms and Conditions);

9.       Agreement: the Engagement Letter (potentially extended and/or modified) together with the General Terms and Conditions and other (verbal, written or electronic) agreements and/or legal or other actions on the basis of which the Practitioner carries out an Assignment;

10.    Privacy Act: the applicable legislation relating to data protection and in particular the General Data Protection Regulation (Regulation (EU) 2016/679) and the relevant national implementing legislation;

11.    Recurrent Assignment: an assignment consisting of successive deliverables of the same nature, to be provided repeatedly against deadlines known in advance;

12.    Documentation: the Client's books, documents and evidential documentation;

13.    Law: the European and Belgian Acts and Regulations, as well as deontological and other professional standards applicable at the time of implementation of the Assignment;

14.    Money Laundering Act: the Act of 18 September 2017 preventing money laundering and the financing of terrorism, and limiting the use of cash.

 

       II.            Scope     

2.1. The General Terms and Conditions shall apply to all professional relationships between the Practitioner and the Client.

The Client will receive a copy of the General Terms and Conditions from the Practitioner (in hard copy or by e-mail or some other electronic medium) prior to the making of the Agreement. Considering that the Client has received a copy of the General Terms and Conditions, the Client is deemed to be cognisant of the General Terms and Conditions and to accept these without reservation, in the event that the Client calls upon the services of the Practitioner. The General Terms and Conditions shall then apply to every Assignment, except where expressly otherwise determined in the Engagement Letter.

2.2. The Client's General Terms and Conditions or Terms and Conditions of Purchase shall not apply.

2.3. The Practitioner hereby reserves the right to amend the General Terms and Conditions in conformity with amendments to the Practitioner's operational activities, or economic and/or legal exigences. The Practitioner shall inform the Client about the amended General Terms and Conditions at least one (1) month prior to their coming into force, by e-mail or some other electronic medium. In the absence of a written objection within one (1) month following that notification, the Client shall be deemed to have accepted the amended General Terms and Conditions without reservation. In such a case, the Client has the option of cancelling the Agreement free of charge by means of notice by registered post at the time when the amended General Terms and Conditions come into effect, but only where the amendments entail a substantial increase in the Client's contractual obligations.

     III.            Coming into effect of agreement

3.1. The Agreement shall come into effect and commence when: (i) the Practitioner receives the Agreement signed by the Client (i.e. the Engagement Letter including the General Terms and Conditions); or, if this takes place earlier (ii) the Practitioner commences the implementation of the Assignment at the express request of the Client, after the Client has received the Agreement.

3.2. The Agreement constitutes the entirety of the agreement between the Practitioner and the Client in relation to the Assignment, to the exclusion of all earlier written and verbal agreements, quotes, undertakings and notifications relating to the topic of the Assignment. The Practitioner's Assignment is limited to what appears in the Engagement Letter, but it may be extended or otherwise modified at the simple request of the Client. The Practitioner will confirm the conditions and stipulations of the extension or modification of the Assignment as soon as possible by e-mail to the Client; except in the case of a written objection by the Client within three (3) working days of the notification, the content of the e-mail will be deemed to have been accepted without reservation, and to have been added to the Engagement Letter as an addendum, in order to form an integral element thereof.

3.3. The accountants and tax advisors associated with the Practitioner shall provide their services on behalf, and at the expense, of the Practitioner. In the event that the Client calls upon the services of an accountant and/or tax advisor employed by the Practitioner, then the Agreement shall be deemed to have been made between the Client and the company STUYTS ACCOUNTING & TAX BV; there will therefore arise no contractual relationship between the Client and an individual accountant and/or tax advisor employed by the Practitioner.

     IV.            The Practitioner's duty of identification and notification   

4.1.     The Practitioner is required by virtue of the Money Laundering Prevention Act to request and verify certain information about the Client, the Client's Directors and other agents, any beneficiaries, commercial transactions and business relations. In appropriate cases, the Practitioner is required to request information on the origin of funds or assets.

4.2.     The Client hereby undertakes to provide all information and documentation requested by the Practitioner, and to notify the Practitioner without delay of any change (but at the latest within two (2) weeks of the Client's becoming aware of such a change). Where this does not take place within the specified period, then the Practitioner can, in principle, not act, and is entitled to immediately terminate the implementation of the Agreement. The Practitioner may check the information provided by the Client, making use of external electronic databases. The information obtained will be retained in the Practitioner's archives and updated during the period specified in the Money Laundering Prevention Act.

4.3.     Notwithstanding the requirements of professional confidentiality, the Practitioner has, in certain circumstances, a duty to report to the Financial Information Processing Unit (Cel voor Financiële Informatieverwerking, or CFI). The Practitioner is required to immediately notify the CFI of any facts which are suspected to relate to money laundering or the financing of terrorism, and to hand over all relevant information and useful documentation.

       V.            Implementation of the Agreement 

5.1. Independence of the Practitioner

5.1.1.  The Practitioner shall act as an independent service provider in implementing the Agreement. Neither a stipulation in the Agreement nor the attitude of the Parties during the implementation of the Agreement may be regarded as expressing any employer-employee relationship, or the establishment of any temporary or permanent company, association. joint venture or any other form of collaboration between the Parties.

5.1.2.  The Practitioner will provide the services to the Client in complete independence and to the extent that a conflict of interests or the Law do not prevent the implementation of the Agreement. The Practitioner may carry out the Assignment according to his own judgement and decide which member(s) of staff will be engaged for this purpose. The Client accepts that the Practitioner may call upon the services of third parties in this connection.

5.1.3.  Unless expressly otherwise stipulated in the Engagement Letter, the Practitioner shall in no way bear any responsibility for the Client's activities or operations.

5.2. Rights and obligations of the Practitioner

5.2.1.  The Practitioner will implement the Agreement carefully and with the necessary professionalism and diligence. The Practitioner shall make all reasonable efforts to implement the Agreement as would a normal and cautious accountant or tax advisor in the same situation, taking account of the Law, of the urgency and complexity of the Assignment, the diligence of the Client (including diligence in the provision of information) and other circumstances. Except where otherwise stipulated by Law, the Practitioner does not enter into any duty of result and the implementation of the Agreement involves a duty of effort.

5.2.2.  Unless expressly otherwise stipulated in the Engagement Letter or in Law, the Assignment is not intended to achieve, and the Practitioner is therefore not obliged to carry out:

(i)     the detection of any fraud, false declarations, errors or contraventions of the Law;

(ii)    checks on the accuracy, completeness and reliability of the information transferred to him by the Client or his agents, nor of any deeds, contracts, inventories, invoices or evidence of any nature which are entrusted or presented to him by the Client or the Client's agents as being documentary evidence or documents which must serve as such. In that sense the Practitioner does not guarantee the accuracy of the information included in the annual accounts and/or tax submissions supported by such information.

Where the Practitioner is explicitly tasked with the auditing of the accounts, this shall involve checking on a sampling basis, and not a systematic investigation of all documents and evidential documentation. The Practitioner will report any VAT-related errors to the Client. The absence of any comments on the part of the Practitioner shall not be taken to guarantee the regularity nor the accuracy of the documentation drawn up or the transactions carried out by the Client.

5.2.3.  The Practitioner shall not be deemed to be cognisant of information from other assignments, unless this is explicitly stated in the Engagement Letter.

5.2.4.  The Practitioner, as well as their Staff, are required to maintain professional confidentiality, subject to the application of the Money Laundering Prevention Act. They will maintain confidentiality with regard to all instructions and information which they receive in the course of the implementation of the Agreement. They may nevertheless pass on confidential information to the extent necessary (on a need-to-know basis) to other parties (for example lawyers, accountants, tax advisors etc.) working on the Client's dossier.

5.3. Rights and obligations of the Client

5.3.1.  The Client hereby undertakes to lend his cooperation to the Practitioner on his own initiative and throughout the entire duration of the Agreement, including the timely, complete, detailed accurate and non-misleading provision of all documents, information and explanations necessary for the implementation of the Assignment. The Client shall inform the Practitioner without delay of any changes to the information provided by the Client.

The Client furthermore undertakes, inter alia:

(i)     to carry out the activities for which he is responsible, in accordance with the Agreement;

(ii)    to inform the Practitioner in a timely fashion of any information, event or development which might affect the implementation of the Assignment;

(iii)   to provide the Practitioner at all times and at the Practitioner's first request with correct, accurate and updated information, and to inform the Practitioner of any later changes, relating in particular (but not exhaustively) to any significant changes to his financial situation, monetary resources, Directors and other agents, any beneficiaries; this within a period of two (2) weeks following the Client's becoming aware of such information or changes thereto;

(iv)  to inform the Practitioner without delay of any substantial and relevant facts which might imperil the continuity of the Client's business, for example, but not limited to: any non-payment, from the first overdue payment, relating to any fiscal or social security agency, or any other creditor, debts relating to social security (including late quarterly payments, demands from the social security agency RSZ), tax liabilities (including VAT, income tax, payroll tax), preventative or executive seizure or notice thereof, late submission of, or failure to submit, annual accounts, a judgement in absentia or a judgement in a defended action where the payable principal is not disputed by the Client, negative cash flows, refusal of credit by suppliers, official deletion from the companies register, significant operational losses and/or net assets lower than half of the company capital. The Client hereby accepts that the Practitioner has no active investigatory assignment in this connection, and cannot be held liable in such cases;

(v)   to confirm in writing at the first request of the Practitioner that the information, documents, explanations and disclosures provided are correct and complete;

(vi)  to verify the documents, reports and declarations drawn up by the Practitioner at the Practitioner's first request (including their conformity with the Client's instructions and the information provided by him) and where appropriate, to provide the Practitioner as soon as possible with his ratification, or any observations, within the specified period.

5.3.2.  In the event that the Client makes use of information from third parties or provides this to the Practitioner, the Client shall ensure that permission for this is obtained in advance. The Client is responsible for relationships with such third parties, including the payment of their fees and expenses. The Practitioner shall in no circumstances be liable for the inaccuracy, incompleteness and/or unreliability of information provided which originates with third parties.

5.3.3.  The Practitioner is entitled to remuneration for additional deliverables resulting from non-compliance by the Client with Article 5.3.1 and/or 5.3.2. Neither may non-compliance by the Client with Article 5.3.1 and/or 5.3.2 result in the Practitioner’s inability to complete the Assignment or complete it in good time, and this may lead to the formulation of a reservation in one or more of the documents which the Practitioner is required to draw up by virtue of the Assignment. In such cases the Practitioner may in no circumstances be held liable for non-compliance with the deadlines set down in Law, or the non-timely completion of fiscal, social security or other formalities which fall within the scope of his Assignment. Furthermore, the Practitioner shall be entitled, according to the Practitioner's own judgement, (i) to suspend fulfilment of one or more of his obligations under Article VI until such time as the Client has completely fulfilled his duty to provide information or (ii) to immediately terminate the Agreement in accordance with Article 9.3. In such cases, the Practitioner is entitled to payment of all fees and expenses for deliverables already carried out, without prejudice to his entitlement to full compensation for damages where the damage actually suffered exceed this amount.

5.4. Communications

5.4.1.  The Client hereby undertakes to provide the Practitioner with accurate contact details, and to immediately inform the Practitioner of any changes to these. The Client shall ensure that the indicated communications facilities continue to function at all times, and shall offer adequate guarantees in the area of security and confidentiality.

5.4.2.  The Client hereby accepts that the Parties will communicate with one another electronically, and that e-mails will be transmitted unencrypted. The Parties acknowledge that electronic communication is dependent on the intervention of third parties, that the use of electronic communication entails risk, that it is not always possible to transmit electronic data completely, securely, without error and virus-free, and that as a result, electronic communications may be lost, intercepted, falsified, destroyed, delayed or made unusable. The Parties acknowledge that no system or procedure can completely exclude such risks, and confirm that they accept these risks, that they permit the use of electronic communication, and that they will use all suitable and available means to detect the most widespread viruses before electronically transmitting information. Each Party is responsible for the protection of their own systems and data. The Practitioner may in no circumstances be held liable for any damage suffered through the use of electronic communication between the Parties.

5.5. Reporting by the Practitioner

5.5.1.  The Practitioner shall be bound solely by written reports, recommendations and other documentation which are finalised and which have been signed by an appropriately authorised Member of Staff. The Client may not rely on verbal, interim or draft reports, recommendations or other documents in whatever form; the Practitioner shall in no circumstances bear any responsibility for the content or the use of such documents.

5.5.2.  In the context of the implementation of the Assignment, the Practitioner is not obliged to update reports, recommendations or other documents passed to the Client by the Practitioner on grounds of (i) amendments to the Law, (ii) changes to the information available or (iii) events taking place following the termination of the Assignment. The Practitioner is therefore also not liable where such documents are no longer valid, useful or current.

5.5.3.  The reports, recommendations and other documents provided by the Practitioner in implementation of the Assignment shall not constitute the only element to be taken into account by the Client in making his decisions. The Client shall remain solely responsible for the decisions he makes in the context of his operations.

5.5.4.  All reports, recommendations and other documents (whether or not in draft form) which the Practitioner passes to the Client are intended exclusively for the benefit and use of the Client, and for the purpose set out in the Engagement Letter. Except where otherwise determined by Law, the Practitioner's reports, recommendations and other documents shall not be transferred to any third party or otherwise distributed, or used for any other purpose without the prior written permission of the Practitioner. Where appropriate, the Practitioner may make his permission for their distribution or their use by third parties subject to limitations or conditions. The Practitioner shall in no circumstances be liable with respect to third parties who place their trust in the unauthorised use of these documents.

5.6. Retention of documents

5.6.1.  The Client is to hand over all his Documentation to the Practitioner. The Practitioner may unilaterally decide to take the Documentation to his own office.

5.6.2.  The Practitioner may retain the Documentation during the time required for the implementation of his Assignment. During that period, the Client shall be entitled to inspect such Documentation, whether in person, via appointees, mandated representatives or bearers of a written authorisation, on condition that the Documentation in question is the property of the Client. Access will provided in consultation with the Practitioner and during office hours.

5.6.3.  The Client hereby undertakes to collect his Documentation at the first request of the Practitioner. The risk of partial or total loss of, unusability of or damage to, the Documentation shall pass to the Client on the date when the Documentation is made available to the Client, regardless of whether or not the Client has retrieved the Documentation or taken receipt of it. In such cases, the Practitioner may not be held liable for the loss of, unusability of or damage to, the Documentation.

5.6.4.  The Client will be responsible for the retention of the Documentation during the retention period required by Law.

5.7. Responsibility of the Client for his own operations

5.7.1.  The Client is solely responsible for the protection of his own interests and capital, and is therefore responsible at all times for research into, and verification of (inter alia and non-exhaustively), the feasibility and soundness of proposed actions and transactions, the intentions of the parties involved, the accuracy of financial accounts, etc.

5.7.2.  The Client must, in particular, ensure the prevention of fraud, errors and contraventions of the Law. The Practitioner shall in no circumstances be liable for any damage resulting from, or related to, fraudulent or negligent acts or omissions, false declarations or breaches of the Law on the part of the Client or entities associated with the Client, their Partners, Directors, employees, appointees, self-employed workers or other agents, co-contractors or third parties.

     VI.            Suspension of implementation of the Agreement 

6.1. In the event that the Client remains in default of one or more obligations, the Practitioner shall be entitled to suspend fulfilment of his obligations under the Agreement until such time as the Client has met his obligations, without any requirement for judicial intervention.

6.2. The Practitioner shall inform the client accordingly in writing. Where appropriate, the Practitioner shall inform the Client about any urgent and necessary activities and legal or other actions.

6.3. All costs and charges (including penalties and damages) resulting from the suspension of the Agreement shall be borne by the Client.

6.4. The Practitioner shall in all circumstances be entitled to payment of the fees and expenses for deliverables already carried out.

   VII.            Fees and Expenses

7.1. The Practitioner will carry out the Assignment against payment of fees and expenses.

7.2. Fees

The fees are set out in the Engagement Letter. The Practitioner's fees will be calculated on the basis of the number of hours worked, multiplied by the hourly rates agreed in the Engagement Letter, or on a fixed fee basis. The fees may vary depending on the level of responsibility of the Staff Members involved in the Assignment, their experience or seniority, and the nature and complexity of the Assignment. The status of a Staff Member may evolve over time; in that case the hourly rate for a particular Staff Member may evolve over the course of the Agreement.

7.3. Modifications to fees

The hourly rates may be modified annually in line with the Health Index, as follows: new hourly rate = (previous hourly rate x new index)/basic index. The index figure for the month in which the Agreement came into effect shall be taken as the basic index. The fixed fee may be modified, where appropriate in compliance with the procedure set down in Law, where during the implementation of the Assignment it is found that the actual circumstances deviate from the assumptions made during their initial determination, or where circumstances arise over which the Practitioner has no control and because of which, additional deliverables are required.

7.4. Expenses

The Practitioner will charge the following expenses, without effect on the fees:

(i)     dossier-specific expenses (including carriage charges, photocopying, travel expenses, legal books etc.) will be charged in accordance with the applicable standard rates, which may be consulted on request;

(ii)    expenses paid out in advance: in the event that the Practitioner pays fees or expenses to third parties on behalf of the Client (including publication costs for the Nationale Bank etc.) then the Client must repay the amounts paid out to the Practitioner; these expenses paid out in advance will be shown separately on the invoice, at cost price.

7.5. Advances

The Practitioner reserves the right to demand advance payment of fees and expenses, and to commence implementation of the Assignment only following such payment. The Practitioner shall be entitled to deduct the commission from the fees and expenses associated with the Assignment as soon as this is incurred, and will in any event offset this in the final invoice.

7.6. Fees and expenses are calculated excluding taxes and levies. The Client is to pay all taxes and levies for which he is legally liable.

 VIII.            Invoicing - Payment conditions

8.1. The fees, expenses and advance payments will be invoiced in accordance with the time frame set out in the Engagement Letter. In the absence of such a time frame, the fees, expenses and advance payments will be invoiced on a monthly basis, to the extent that the Assignment is completed, even if the Assignment is not yet complete.

8.2. Except where expressly otherwise specified in the Engagement Letter, invoices shall be payable within thirty (30) calendar days following invoice date. Where the Agreement is entered into by several different legal or natural persons, they shall each be jointly and severally liable for payment of the invoice.

8.3. In the event of non-payment of an invoice (whether an advance invoice, an interim invoice or a final invoice) on the due payment date, the following amounts will be payable by operation of law from the following day, and without any requirement for notice of default: (i) late payment interest equivalent to the legislatively determined interest rate on the unpaid invoice amount, determined in accordance with the Act of 2 August 2002 Preventing Payment Arrears; as well as (ii) standard fixed damages at 10% of the unpaid amount, with a minimum of 250.00 Eur, together with expenses of 35.00 EUR for each notice of default, without prejudice to the Practitioner's entitlement to claim a higher level of compensation on provision of evidence of higher levels of damage actually suffered.

8.4. In such cases, all claims against the Client as yet not due shall be payable immediately by operation of law, without any requirement for notice of default and without any requirement to take account of any permitted payment conditions.

8.5. In the event of non-payment of undisputed amounts, the Practitioner shall be entitled, according to his own judgement, (i) to suspend compliance with one or more of his obligations under Article VI, until such time as the Client has completely fulfilled his payment obligations, or (ii) to immediately terminate the Agreement in accordance with Article 9.3. The Practitioner shall not be liable for any damage which may arise from the suspension of implementation of the Assignment, or the termination of the Agreement.

8.6. All disputes in relation to invoices must be submitted to the Practitioner by registered post within fifteen (15) calendar days, stating reasons. In the absence of a timely and reasoned objection, it is assumed that the Client has accepted the invoice.

     IX.            Period and termination

9.1. Period

9.1.1.  The date of coming into force of the Agreement will be stated in the Engagement Letter.

9.1.2.  Except where otherwise determined in the Engagement Letter or in the Law, an Agreement relating to a Recurrent Assignment or Assignments shall be deemed to have been entered into for an indeterminate period; an Agreement relating to a Non-recurrent Assignment shall be deemed to have been entered into for a determinate period.

9.2. Cancellation

9.2.1.  Agreement for an indeterminate period - Either party may cancel an Agreement for an indeterminate period at any time without providing reasons, by means of notice of cancellation by registered letter. A Practitioner cancelling the Agreement must comply with a reasonable period of notice of termination of a maximum of one (1) month (this to take account of the current legislatively determined periods of notice and in order to allow the Client to find another accountant and/or tax advisor). The period of notice of termination shall commence on the third day following the date of the signed notice of termination. The stipulations of the Agreement shall remain in full force during the period of notice of termination. In the event of cancellation by the Client, the implementation of the Assignment by the Practitioner will be terminated immediately upon receipt of the signed notice of termination.

9.2.2.  Agreement for a determinate period - An Agreement for a determinate period will terminate upon expiry of the agreed period, or upon completion of the Non-recurrent Assignment.

9.3. Immediate termination on specific grounds

9.3.1.  Notwithstanding the stipulations of Article 9.2, either Party may terminate the Agreement at any time, stating the grounds, without any notice of termination, without any prior judicial intervention and without any compensation (for damages), in the event that the other Party remains in default of rectifying their shortcomings within the specified period, despite receiving a notice of default stating the grounds and providing a period for rectification of at least seven (7) calendar days.

9.3.2.  Notwithstanding the stipulations of Article 9.2, the Practitioner may terminate the Agreement at any time by registered post stating the grounds, without any notice of termination, without any prior judicial intervention, without any prior notice of default and without any compensation (for damages), where any of the following situations arises:

(i)     the implementation of the Agreement, or part thereof, will or may compromise the Practitioner’s necessary independence ;

(ii)    the implementation of the Agreement, or part thereof, will or may result in the Practitioner contravening the Law;

(iii)   in the event of an insolvency procedure, dissolution, collective settlement of debt, patent incapacity, cessation of payments or the Client's bankruptcy or application for bankruptcy;

(iv)  in the event that some or all of the Client's assets are seized;

(v)   in the event that the Client initiates a liquidation or similar procedure;

(vi)  in the event of the cessation of the Client's activities;

(vii) in the event of a situation of Force Majeure, as specified in Article XIII.

9.4. Consequences of termination

9.4.1.  The consequences of the termination or judicial or extra-judicial dissolution shall have effect exclusively for the future (ex-nunc dissolution).

9.4.2.  In the event of termination, regardless of the reason:

(i)     the fees relating to the deliverables already carried out (or where a fixed amount was agreed, an amount on a pro rata basis), as well as the expenses incurred up to the time of termination of the Agreement, shall continue to be payable by the Client, regardless of whether these had already been invoiced by the Practitioner. The due amounts shall be payable immediately.

(ii)    the Practitioner shall inform the Client about the work and the legal and other actions which had been assigned to him, and which must be urgently and necessarily completed, in order to safeguard the Client's entitlements;

(iii)   the Practitioner will make all books and documents belonging to the Client available to the Client or his authorised representative against a receipt. The Practitioner may charge any administrative costs of closing and handing over the dossier.

       X.            Liability and insurance

10.1.     Limitation of liability

10.1.1.  Without prejudice to what appears elsewhere and insofar as permitted by Law, the Practitioner (and his Staff Members) shall not be liable for (i) indirect damage resulting from, or connected with, the implementation of the Agreement, such as, but not limited to, financial and commercial losses, lost earnings, increased costs, loss of market share, capital, clientele, commercial opportunities, anticipated savings or benefits or damage to reputation; and (ii) any loss or damage resulting from force majeure.

10.1.2.  The total liability on the part of the Practitioner, regardless of the legal grounds, for any damage resulting from, or connected with, the implementation of the Agreement shall be exclusively limited to the amount covered by the Practitioner's professional liability insurance. The Client thereby explicitly accepts that the compensation for any damage is limited to the amount actually covered and paid out by that insurance policy, and also limited by the exclusion of cover provided for in that policy, except in the event of intentional error or deception on the part of the Practitioner. The Client hereby expressly relinquishes any entitlement to damages for the amount by which this exceeds the amount covered and paid out by this insurance policy. These limitations also apply to all claims by virtue of the implementation of the Agreement which might be made against any Staff Members and other legal or natural persons who qualify as insured persons within the meaning of the relevant insurance agreement.

10.1.3.  In the event that the professional liability insurance does not cover the damage suffered, the total liability of the Practitioner and his Staff Members for damage resulting from, or connected with, the implementation of the Agreement shall be limited to an amount (made up of the principal, interest, costs and any penalties) equivalent to a maximum of five (5) times the fee invoiced by the Practitioner for the implementation of the Assignment in the twelve (12) months preceding the loss.

10.1.4.  Where it appears that two or more losses result from one and the same error, they shall be deemed to constitute a single loss and the liability of the Practitioner and his Staff Members shall be limited to the highest amount applicable to the Assignment or Agreement in question.

10.2.     The Practitioner's insurance policy

10.2.1.  In compliance with the Law, the Practitioner has arranged civil and professional liability insurance cover approved by the ITAA. The Practitioner and his Staff Members are insured through a "Collective Insurance Policy for Civil and Professional Liability for Tax Advisors and Accountants, Members of the Institute of Tax Advisors and Accountants" endorsed by the IBA/ITAA (policy number NCN690001093), currently with Allianz Benelux NV (lead insurer – share 50%), A.I.G. Europe NV (share 25%) and ZURICH Benelux (share 25%); insurance brokers: MARSH SA (B-1160 Brussels, Herrmann-Debrouxlaan 2) and WILLEMOT NV (B-9000 Ghent, Coupure 228). Payment by the insurer (under the specific stipulations of the endorsed insurance policy) amounts in principle to 2,500,000 for each loss. This amount will be increased to 3,000,000 for each claim relating to special assignments as specified in Articles 3,6° to 8° of the Act of 17 March 2019. The maximal insured limit in each insurance year amounts to 5,000,000 per insured person. This insurance policy applies worldwide for activities carried out in Belgium, subject to the clarifications and exceptions included in the policy, and excluding any claim for compensation under the law of or within the territory of the USA or Canada or any territory subject to the legal jurisdiction of the USA or Canada. Where the specific conditions of the insurance cover are concerned, the Practitioner refers to the text of the endorsed insurance agreement, which shall prevail over the foregoing summary. A certificate of insurance will be provided to the Client free of charge on request.

10.2.2.  The Practitioner offers the Client the option of increasing the insurance cover, at the Client's expense. On condition that the Client informs the Practitioner in writing of this prior to the coming into effect of the Agreement, the Practitioner shall keep the requested additional insurance cover in place, provided and to the extent that the Client makes the advance payment of the relevant premiums in good time.

     XI.            Complaints

11.1.  All disputes relating to the implementation of the Assignment must be reported to the Practitioner by registered post within fifteen (15) calendar days following the dispatch date of the documents or information disputed by the Client, or after the Client becomes aware of the defect, the Client demonstrating that he could not reasonably have been aware of the defect earlier.

11.2.  Disputes shall not suspend the Client's obligation to make payment.

11.3.  In the event of a justified complaint, the Practitioner may at his own discretion provide a suitable remedy (such as, but not limited to, a reduction in the fee or the full or partial reimplementation of the Assignment without any additional charge).

11.4.  Any claim against the Practitioner by the Client shall lapse in any event if this is not brought before the competent Court within a period of one (1) year from the time when the Client became aware or reasonably could have been aware of the fact(s) upon which his claim is based.

   XII.            Indemnification

The Client hereby undertakes to safeguard or, if necessary, indemnify the Practitioner at the latter's first request against any damage arising from claims or demands from third parties resulting from, or connected with, any shortcoming or any contravention by the Client of one or more of his obligations by virtue of the Agreement.

  XIII.            Force majeure

13.1.  In the event of force majeure, a Party is not required to fulfil any obligation towards the other Party, and they shall be free of any liability by operation of law.

13.2.  Force majeure shall be taken to mean any circumstance independent of the will of a Party which was unforeseeable at the time of concluding the Agreement and which impedes the implementation of the Agreement by that Party, whether in whole or in part and whether temporarily or permanently. To the extent that they are not already included in the above, the following circumstances shall be regarded as force majeure affecting the Practitioner, even if they were already foreseeable at the time of concluding the Agreement: (i) the non-availability (in good time) of data, information and/or disclosures which were to be provided by the Client and/or his appointee(s); (ii) incorrect and/or incomplete information provided by the Client and/or his appointee(s); (iii) a changed situation with, or a decision by, the Client and/or his appointee(s) which significantly and adversely affects the implementation of the Agreement; (iv) shortcomings by, or force majeure affecting, third parties to which the Practitioner or Client appeals; (v) defects or faults in a third party's equipment, apparatus, software and the like; (vi) changes to regulations or guidance issued by a government agency, or other acts (de jure or de facto) by government; (vii) disturbances affecting the internet, computer network or telecommunications facilities; (viii) power cuts; (ix) strikes, go-slows or other labour disputes; (x) sickness, epidemics or pandemics; (xi) natural disasters, poor weather conditions, fire or explosion; (xii) war, terrorism or serious political unrest; (xiii) theft; (ivx) machinery breakdown or other operational disturbances, and all external causes, foreseen or unforeseen, over which the Practitioner has no power.

13.3.  Where the situation of force majeure is of a temporary nature, then the relevant party is entitled, without judicial intervention, to suspend the implementation of the Agreement, until the situation of force majeure has passed, without any liability to pay for damages in this connection. In such circumstances the Parties will make all reasonable efforts to limit the consequences of the condition of force majeure. Where the condition of force majeure continues for more than two (2) months, then either Party shall be entitled to terminate the Agreement with immediate effect, without any liability to pay for damages.

13.4.  The consequences of force majeure shall not prejudice the Practitioner's entitlement to demand payment for deliverables already completed.

 XIV.            Prohibition on poaching of employees

14.1.  The Client and the Practitioner hereby expressly undertake not to employ any member of staff of the other Party, or to have them carry out activities in some other way, whether directly or indirectly (for example via another legal entity), throughout the entire duration of the Agreement and for a period of twelve (12) months following its termination, regardless of the reason for termination, without the advance written permission of the other Party. "Member of staff" shall be taken here to mean: an employee or self-employed person in the service of, or who at the time of the implementation of the Agreement was in the service of, one of the Parties.

14.2.  Any contravention of this prohibition may lead to one-off fixed damages equivalent to the total gross salary or fee (excluding employer's contributions) for each staff member involved over the period of 12 months prior to their being poached, without prejudice to the entitlement to claim a higher level of compensation where a higher level of damage actually suffered is demonstrated.

   XV.            Intellectual property rights

All intellectual property rights in the documents and files, whether in hard copy or electronic format, drawn up by the Practitioner and transferred to the Client in the context of the Assignment, including, but not limited to, reports, presentations, recommendations and other documents or files, shall accrue exclusively to the Practitioner. The transfer of the aforementioned documents or files to the Client shall not result in the transfer of intellectual property rights. Such documents or files may be used solely and exclusively by the Client within the context of, and in connection with, the objective of the Assignment.

 XVI.            Processing of personal data   

16.1.  The Practitioner will process the personal data of the Client, the Client's contact person(s) and any other parties involved, with a view to the administrative management of the Client's dossier as well as the implementation of the Agreement, in compliance with the Privacy Act.

16.2.  Further information about the Practitioner's processing of personal data and the rights of the Client, the Client's contact person(s) and any other parties involved is included in the Privacy Statement which can be consulted at any time on the Practitioner's website: www.stuytsaccounting.be.

XVII.            Transfer

17.1.  Neither the Agreement nor the rights and obligations resulting from it may be transferred to any third party without the prior written agreement of the other Party.

17.2.  The Practitioner is, however, entitled to transfer the Agreement to another practitioner accredited by the ITAA. In that event, the Practitioner will inform the Client without delay, and at the latest within five (5) working days following the transfer.

XVIII.            Severability

In the event that one or more of the stipulations of the General Terms and Conditions are found to be invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the other stipulations or parts thereof. Any such invalid or unenforceable stipulation or part thereof shall be replaced as soon as possible by a stipulation which approximates as closely as possible the nature and intention of the original stipulation.

 XIX.            Waivers

19.1.  The fact that the Practitioner does not take action in response to non-compliance with any stipulation of the Agreement may not be regarded as a waiver of entitlement by the Practitioner. The Practitioner may waive any entitlement under the Agreement exclusively in writing.

19.2.  Such a waiver shall expressly identify the entitlement which is relinquished and shall apply solely to the situation which gave rise to the waiver.

   XX.            Applicable law and disputes procedure 

20.1.  The Practitioner is under the supervision of the ITAA and is subject to the Law and ethical framework applicable to accountants and tax advisors. Disputes relating to fees and expenses may be brought before the ITAA's arbitration committee. For further information on this, please contact the ITAA on: (+32 2 240 00 00).

20.2.  The interpretation and implementation of the Agreement shall be subject exclusively to the Law of Belgium.

20.3.  The Parties shall in the first instance attempt to reach an amicable settlement in good faith. That option does not, however, prejudice the ability of either party to bring the matter before the competent Court. All disputes shall fall within the exclusive jurisdiction of the Courts of Gent, Brugge division.