1. Application

These General Terms and Conditions are applicable to any professional relationship between the professional and the client. Deviations must be expressly agreed in writing by both parties. In the event of a conflict between the contents of these General Terms and Conditions and the assignment letter, the assignment letter shall have precedence. In accordance with common law, the liability of the professional may only be challenged for an assignment which can be proven to have been accepted by him.

2. Conclusion of the agreement

Unless otherwise agreed in the assignment letter, the agreement is concluded and commences:

either at the time that the assignment letter, signed by the client, is received by the professional and is then countersigned by him,

or at the time that the professional begins with the execution of the assignment at the request of the client, if this takes place at an earlier time.

If the professional has not yet received the contract letter signed by the client, any professional relationship between the parties is in any case governed by these General Terms and Conditions and the assignment letter, from the time when and in so far as these contractual documents have been transferred to the client either by letter, by fax or by electronic mail, or handed over in person with acknowledgement of receipt.

3. Duration and termination of the agreement

3.1. Recurring assignments

3.1.1. Definition

‘Recurring assignment’ refers to an assignment that consists of consecutive performances of the same nature which must be carried out at certain, previously agreed, times.

3.1.2. Duration and end of the agreement

Unless a time limit is mentioned in the contract letter, the agreement for a recurring assignment is deemed to have been entered into for an indefinite period of time. Both parties may terminate the agreement at any time, subject to the following conditions:

termination must be notified by way of a registered letter to the other party,

a notice period must be observed of three months. This period may, at the discretion of the client at the time of notification of the termination, be replaced by a flat-rate termination fee of 25% of the fees corresponding to the performance normally carried out by the professional with regard to a full financial year or calendar year. During the notice period, the requirements of the assignment letter and these General Terms and Conditions shall remain in full force. A separate contract can be concluded for performances to be carried out following the termination of the agreement, but related to the period in which the agreement was still in force.

3.2. Non-recurring assignments

3.2.1. Provision

Assignments that do not fall under the definition provided for under paragraph 3.1.1., are considered to be non-recurring assignments.

3.2.2. Duration and end of the agreement

In the absence of evidence to the contrary, the agreement in relation to a non-recurring assignment is deemed to have been concluded for a fixed period. This means that the agreement is terminated upon execution of the assignment and, if applicable in view of the nature of the assignment, upon delivery of the agreed performance. In application of Article 1794 B.W. (‘Burgerlijk Wetboek’, Civil Code), and, where appropriate, by way of derogation from Article 2004 B.W., the client has the right to terminate the contract early against payment to the professional of:

the costs and fees corresponding to the work already carried out,

anything the professional could have gained by executing the contract. This compensation is calculated on an actual basis, with a minimum of 25% of the fees due in the event of full execution of the assignment.

3.3. Finalisation

3.2.1. Provision

Following termination of the agreement, all books and documents belonging to the client shall be made available to the client or his authorised representative.

4. Immediate termination for certain reasons

4.1. In all cases, the professional may terminate the agreement at any time, without notice and without compensation, if there are grounds which render the continuation of the professional co-operation impossible, such as:

circumstances that compromise the independence of the professional,

circumstances that render the execution of the assignment in accordance with the rules of professional and ethical standards impossible,

the apparent shortcoming(s) of the client in respect of his own obligations as defined in the present General Terms and Conditions (6.2.) and in the contract letter,

in the event of a formal arrangement, proceedings for winding-up or apparent incapacity of the client.

The reasons justifying the immediate termination of the agreement shall be communicated to the client. Depending on the circumstances, the professional may precede his decision by a warning or a notice issued to the client. When terminating the agreement, the professional shall draw the attention of the client to measures which must be taken urgently in order to safeguard his rights, and which he had been instructed to carry out.

4.2. The agreement is automatically dissolved in the event of the bankruptcy of the client.

4.3. The client may at any time terminate the agreement, without complying with a notice period and without payment of any compensation, if the professional apparently fails to fulfil his obligations, as defined in these General Terms and Conditions (paragraph 6.1.) and, where applicable, in the assignment letter. He will in any event precede his decision by a written letter of formal notice to the professional.

5. Suspension of the execution of commitments

In the event of non-compliance, of the incorrect or late fulfilment by the client of his commitment(s), for example in the case of non-payment of fees or advances in accordance with Article 7 below, the professional is entitled to suspend the performance of his obligations until the client has fulfilled his obligations. The professional shall inform the client of this in writing.

If after the commencement of the suspension or postponement of execution, legal acts need to be urgently carried out in order to safeguard the rights of the client and which the professional has been instructed to carry out, he shall make the client aware of this. All costs and losses resulting from the suspension or postponement shall be borne by the client. The professional is in all circumstances entitled to payment of the fees and costs of work already carried out.

6. Rights and obligations of the parties

6.1. Rights and obligations of the professional

The professional carries out the assignments entrusted to him with the care required and completely independently, under a best efforts obligation. He ensures that the services are provided in accordance with the code of ethics and other professional standards of the Institute, taking account of relevant legislation and regulations in effect at the time of the execution of the agreement.

The professional may in no case be held liable for the consequences of any subsequent changes - possibly with retroactive effect - to these legal and regulatory provisions.

Nor is he responsible for the consequences of any deficiencies, errors or infringements that would have been committed prior to his intervention. The execution of the assignment is not - unless otherwise agreed - specifically aimed at detecting possible fraud.

Unless otherwise agreed, the professional is not obliged to verify the accuracy and completeness of the information provided to him by the client or his designate person(s), nor the reliability of the instruments, contracts, inventories, invoices or supporting documents of any nature, which are entrusted to him by the client or are presented as supporting documents or documents that should serve as such.

The professional may be assisted by employees or experts of his choice and have the assignments resulting from the agreement fully or partly carried out by designated persons or experts. In accordance with Article 33 of the Act of 22 April 1999 with regard to accounting and tax professions, the professional has insured his civil professional liability with a policy that is approved by the Council of the Institute of Chartered Accountants and Tax Consultants.

The professional, as well as his authorised representative(s) or designated person(s) are bound by the obligation of professional secrecy in accordance with Article 58 of the Act of 22 April 1999 with regard to accounting and tax professions and Article 32 of the Royal Decree of 1 March 1998 concerning the adoption of the rules of ethics of accountants, subject, however, to the application of the provisions of the legislation and regulations on prevention of the use of the financial system for the purpose of money laundering and the financing of terrorism.

6.2. Rights and obligations of the client

The client undertakes:

to provide the professional promptly with all documents, data and information necessary for the execution of the assignment;

to carry out any work assigned to it, if necessary, on the basis of the contract letter;

to inform the professional of any details, any event or any development which may have an influence on the execution of the assignment;

to confirm, if the professional so requests, in writing that the documents, information and explanation provided are correct and complete;

to determine whether the documents and statements provided by the professional meet his expectations and the information provided by him, and if this is not the case, to inform him immediately thereof.

6.3. Recruitment clause

The client and the professional expressly undertake, throughout the term of the agreement and for a period of 12 months after its termination, regardless of the reason for termination, not to hire directly or indirectly a member of staff or self-employed person of the other party involved in the execution of the agreement, or to let him, directly or indirectly (e.g. through a legal person), carry out work outside the framework of an agreement between the client and the professional, subject to the other party’s prior written consent.

Any infringement of this clause will give rise to a one-off lump sum compensation amounting to EUR 15,000.00.

7. Fees

7.1. Determining costs and fees

The costs and fees are determined in accordance with current legal and regulatory provisions applicable to the professional and provided for in the assignment letter, of which these General Terms and Conditions form an integral part. The costs and fees are payable in proportion to the work carried out for the benefit of the client, even if the job has not necessarily been completed.

7.1. Payment terms

Invoices are payable within 15 days from the invoice date. Late payment automatically and without notice of default being required, shall incur:

an interest charge equal to the charge provided for in Article 5 of the Act on combating late payment of 2 August 2002;

a conventional compensation, the amount of which is determined at 10% of the unpaid amounts, with a minimum of EUR 250.00.

7.3. Advances

The professional may request one or more advances. These advances are then included in the final statement of costs and fees.

7.4. Disputes regarding statements of costs and fees

Any dispute regarding costs and fees must be submitted to the professional by way of a registered letter within 15 days as from the invoice date, including reasons for it. If the professional does not receive a letter indicating a dispute (promptly), it is assumed that the client agrees with the invoiced services.

8. Liability

Except for the assignments referred to in Article 17(4) of the Act on the establishment of an Institute of Registered Auditors and the organisation of public supervision of the profession of auditor, coordinated on 30 April 2007, full (contractual, extra-contractual or other) liability for the execution of the assignment is limited to the amount or amounts covered by the professional liability insurance concluded by the professional, including any excess the professional may bear in accordance with that insurance.

If, for whatever reason, the liability insurer does not pay out, all liability is limited to the amount of the invoiced fee for the execution of the assignment. In the event of a recurring assignment, this amount is equal to the amount of the fees invoiced to the client during the 12 months preceding the fact that gave rise to damage, or from the start of the execution of the assignment, if this period is shorter than one year. These limits are also applicable to all claims in respect of the execution of the assignment, which would be directed against any person, partner, director and/or self-employed employee, with the status of an insured person within the meaning of the relevant insurance policy.

They do not apply when liability is the result of an error committed with fraudulent intent or with the purpose of causing damage. These restrictions therefore expressly apply to any liability arising from any other fault for which the professional, his partners, directors and/or self-employed staff would be liable. They do not apply when liability is the result of the professional’s error, committed with fraudulent intent or with the purpose of causing damage.

If it appeared that two or more cases of damage result from one and the same error, they are regarded as a single liability case and the liability is therefore limited to the higher of the amounts applicable to the relevant assignments or agreements.

Except as otherwise required by law, the damage arising from (a) loss of income, goodwill, trading opportunities or anticipated savings or benefits, (b) loss of or damage to data, or (c) any indirect loss or damage, shall in no event result in an entitlement to compensation.

9. Governing law and settlement of disputes

The interpretation and execution of the agreement is governed by Belgian law. Any dispute of any nature whatsoever falls under the jurisdiction of the courts of the district in which the office of the professional is established.

Disputes relating to costs and fees may be submitted to the Arbitration Committee at the Institute of Chartered Accountants and Tax Consultants, which will give its final decision, in the first and last instance and without costs relating to proceedings.