I. – SCOPE OF APPLICATION

These general terms and conditions apply to all business relationships between the Service Provider and the Client. Any deviation from these terms must be expressly agreed to in writing by both Parties.

Any collaboration between the Professional and the Client is governed by a Specific Agreement that defines, among other things, the Service Provider’s assignments and fees (“engagement letter”).

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

In accordance with general law, the Professional may be held liable only for assignments that are proven to have been accepted by him or her.

II. – EXECUTION OF THE CONTRACT

Unless otherwise specified in the engagement letter, the agreement is formed:

1. by the handwritten or electronic signature of both Parties on the engagement letter; or
2. when the Professional, at the Client’s request, begins performing the engagement before the engagement letter is signed, effective from the first act of performance.

In the latter case, the Client is deemed to have accepted the engagement letter and these general terms and conditions, provided that they were communicated to the Client before or at the same time as the commencement of the engagement.

III. – TERM AND TERMINATION OF THE AGREEMENT

3.1. Recurring Tasks

Definition

The term “recurring assignment” refers to an assignment consisting of successive services of the same nature that must be performed within a predetermined timeframe.

Term and Termination of the Contract

The agreement regarding a recurring assignment is entered into for a fixed term of one (1) year from the date it takes effect.

Upon expiration, this agreement shall be automatically renewed for successive one (1)-year terms, unless terminated by either Party by registered letter sent at least three (3) months prior to the expiration of the current term.

Either party may terminate this agreement—without any fault on the part of the other party—without observing the three (3)-month notice period, provided that the other party is paid a termination indemnity equal to ten percent (10%) of the fees invoiced during the twelve (12) months preceding the termination.

If the agreement has been in effect for less than twelve (12) months as of the date of termination, the compensation shall be calculated based on the fees actually billed since the beginning of the agreement, prorated over a twelve (12)-month period.

During the notice period, the agreement, the engagement letter, and these general terms and conditions remain fully in effect. Services will continue to be provided and invoiced in accordance with the agreed-upon terms.

3.2. One-time assignments

Definition

Assignments that do not meet the definition set forth in section 3.1 are considered non-recurring assignments.

Term and Termination of the Agreement

The agreement governing a one-time assignment is entered into for the purpose of carrying out the assignment described in the engagement letter. It terminates automatically upon the complete fulfillment of the assignment, unless terminated early in accordance with this section.

In the event of early termination attributable to the Customer, the Customer is required to pay:

fees and expenses related to services already performed as of the date of termination;

expenses and obligations incurred by the Professional in connection with the assignment;

compensation intended to make good the loss resulting from early termination, corresponding to the profit that the Professional has been deprived of.

This compensation is set at a flat rate of ten percent (10%) of the fees corresponding to the portion of the assignment yet to be performed, unless the Professional demonstrates that the actual loss incurred is greater, in accordance with applicable legal provisions.

3.3. Follow-up

At the end of the agreement, the Professional shall return to the Client, upon the Client’s request, any documents and materials belonging to the Client that were entrusted to the Professional in connection with the performance of the assignment.

Working documents prepared by the Professional remain his or her exclusive property and must not be provided to the Client, unless otherwise required by law or professional ethics.

In the event of nonpayment of fees, expenses, or disbursements that are due, the Professional may suspend the delivery of his or her own work and working documents until the debt is settled, in accordance with his or her legal and ethical obligations.

IV. – IMMEDIATE TERMINATION FOR SPECIFIC REASON(S)

4.1. In any case, the Professional may terminate the agreement at any time without notice or compensation if circumstances make it impossible to continue the professional collaboration, such as:

– circumstances that jeopardize the Professional’s independence;

– circumstances that make it impossible to carry out the assignment in accordance with professional and ethical standards;

– a clear breach (or breaches) by the Client of its own obligations, as described in these general terms and conditions (Section 6.2) or in the engagement letter;

– the Customer’s past-due payments.

The reasons justifying the immediate termination of the agreement must be communicated to the Client in writing.

The Professional shall issue a formal notice to the Client prior to making a decision, in accordance with Articles 5.224 et seq. of the Civil Code, except where such formal notice is not required pursuant to Article 5.233 of the Civil Code.

When terminating the agreement, the Professional shall inform the Client of any urgent legal actions necessary to safeguard the Client’s rights that must be taken and for which the Professional had been authorized to act.

4.2. In the event of the Client’s bankruptcy, the agreement is automatically terminated, unless the Professional decides on its own initiative to continue the business relationship.

4.3. The Client may terminate the agreement at any time, without notice and without compensation, if the Professional is in clear default of its obligations as described in these General Terms and Conditions (Section 6.1) and, if applicable, in the engagement letter.

In any case, the Customer shall issue a written formal notice to the service provider before making a decision.

V. – SUSPENSION OF THE PERFORMANCE OF OBLIGATIONS

5.1 Improper Performance

In the event of non-performance, improper performance, or late performance by the Client of one or more of its obligations—for example, failure to pay fees or a down payment(s)—in accordance with Article 7 below, the Professional is entitled to suspend or defer the performance of its obligations until the Client has fulfilled its obligations.

The Professional shall notify the Client in writing.

1. In accordance with Article 33 of the Act of April 22, 1999, on accounting and tax professions, the Professional has secured coverage for his or her professional liability through an insurance policy approved by the ITAA Council. The Professional’s liability is limited to the amounts and coverage specified in the model professional liability insurance policy as approved by the ITAA National Council.
2. In the event of suspected tax fraud and/or the initiation of a criminal investigation against the Client, the Professional may postpone their services until the criminal investigation is closed and, if applicable, in the event of criminal prosecution, until a final and binding decision resolves the dispute.
3. The Professional, as well as his or her agent(s) or employee(s), is bound by professional confidentiality, in accordance with Article 58 of the Law of April 22, 1999, on accounting and tax professions, and Article 32 of the Royal Decree of March 1, 1998, establishing the code of ethics for certified public accountants, subject, however, to the application of the provisions of the laws and regulations relating to the prevention of the use of the financial system for the purposes of money laundering and terrorist financing.
4. Notwithstanding Article 6.3, paragraph 1, of the Civil Code, the legal provisions governing non-contractual liability do not apply between contracting parties. The Professional’s contracting party may bring only a contractual action.
5. Notwithstanding Article 6.3, §2 of the Civil Code, if the Professional acts as an agent of its contracting party, the legal provisions governing extracontractual liability do not apply between the injured party and the Professional acting as an agent of its contracting parties.
6. Notwithstanding Article 6.3, § 2, of the Civil Code, if the Professional’s administrator were to be considered an auxiliary within the meaning of Book 6 of the Civil Code, the legal provisions regarding extracontractual liability shall not apply between the Professional’s contracting party and the administrator acting as an auxiliary. Persons affiliated with the Professional’s contracting party waive the right to hold the administrator liable.
7. The Professional shall be liable only if the Client can demonstrate that the Professional committed a gross breach of contract, acted with fraud, or failed to fulfill an obligation that constitutes one of the principal services under the agreement.
8. The Professional’s liability is limited to compensation for only foreseeable, direct, personal, and certain damages suffered by the Client, excluding compensation for any indirect or consequential damages, such as loss of profits, additional expenses, loss of profits, loss of customers, loss or corruption of data, loss of contracts, damages caused to third parties, etc.
9. The Professional’s liability to the Client shall be limited, for each event giving rise to liability, to the total amount paid by the Client under the agreement entered into. Furthermore, the company’s liability with respect to

If, after the suspension or postponement of performance has begun, urgent legal actions necessary to safeguard the Client’s rights must be taken—and for which the Professional had been instructed—the Professional shall notify the Client.

All costs and expenses resulting from the suspension or postponement shall be borne by the Customer.

The Professional is entitled, under all circumstances, to payment of fees and expenses related to services already rendered.

5.2 Force Majeure

The performance of the Parties’ obligations shall be suspended in the event of a force majeure event that prevents or delays the performance of either Party’s contractual obligations. An event of force majeure is defined as any event beyond the control of the Party invoking it and against which that Party could not reasonably have taken precautions.

Cases of force majeure include, but are not limited to: a strike involving the Service Provider or a third party whose assistance is required to perform an Assignment; the unavailability of a public, logistical, or IT service; etc.

If the force majeure event continues for more than one month, either Party may, after sending a registered letter to the other Party, immediately and automatically terminate the Contract, without either Party being liable for any compensation.

VI. – WARRANTIES AND LIMITATION OF LIABILITY

1. In accordance with Article 33 of the Act of April 22, 1999, on accounting and tax professions, the Professional has secured coverage for his or her professional liability through an insurance policy approved by the ITAA Council. The Professional’s liability is limited to the amounts and coverage specified in the model professional liability insurance policy as approved by the ITAA National Council.
2. In the event of suspected tax fraud and/or the initiation of a criminal investigation against the Client, the Professional may postpone their services until the criminal investigation is closed and, if applicable, in the event of criminal prosecution, until a final and binding decision resolves the dispute.
3. The Professional, as well as his or her agent(s) or employee(s), is bound by professional confidentiality, in accordance with Article 58 of the Law of April 22, 1999, on accounting and tax professions, and Article 32 of the Royal Decree of March 1, 1998, establishing the code of ethics for certified public accountants, subject, however, to the application of the provisions of the laws and regulations relating to the prevention of the use of the financial system for the purposes of money laundering and terrorist financing.
4. Notwithstanding Article 6.3, paragraph 1, of the Civil Code, the legal provisions governing non-contractual liability do not apply between contracting parties. The Professional’s contracting party may bring only a contractual action.
5. Notwithstanding Article 6.3, §2 of the Civil Code, if the Professional acts as an agent of its contracting party, the legal provisions governing extracontractual liability do not apply between the injured party and the Professional acting as an agent of its contracting parties.
6. Notwithstanding Article 6.3, § 2, of the Civil Code, if the Professional’s administrator were to be considered an auxiliary within the meaning of Book 6 of the Civil Code, the legal provisions regarding extracontractual liability shall not apply between the Professional’s contracting party and the administrator acting as an auxiliary. Persons affiliated with the Professional’s contracting party waive the right to hold the administrator liable.
7. The Professional shall be liable only if the Client can demonstrate that the Professional committed a gross breach of contract, acted with fraud, or failed to fulfill an obligation that constitutes one of the principal services under the agreement.
8. The Professional’s liability is limited to compensation for only foreseeable, direct, personal, and certain damages suffered by the Client, excluding compensation for any indirect or consequential damages, such as loss of profits, additional expenses, loss of profits, loss of customers, loss or corruption of data, loss of contracts, damages caused to third parties, etc.
9. The Professional’s liability to the Client shall be limited, for each event giving rise to liability, to the total amount paid by the Client under the agreement entered into. Furthermore, the company’s liability with respect to

VII. – RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1. Rights and Obligations of the Professional

Subject to an obligation of means, the Professional performs the tasks entrusted to him or her with complete independence and with due care.

He ensures that services are provided in accordance with the Institute’s ethical and other professional standards and in compliance with the applicable laws and regulations in effect at the time the agreement is performed.

The Professional shall not be held liable for the consequences of any subsequent changes—including, where applicable, changes with retroactive effect—to these legal and regulatory provisions.

Nor is he liable for the consequences of any breaches, errors, or violations committed prior to his intervention.

Unless otherwise specified, the conduct of the engagement is not specifically aimed at detecting possible fraud.

Unless otherwise specified, the Professional is not required to verify the accuracy or completeness of the information provided to him by the Client or the Client’s agents, nor the reliability of any documents, contracts, inventories, invoices, and supporting documents of any kind that are entrusted to or presented to the Professional by the Client as evidence or for use as such.

The Professional may be assisted by employees or experts of his or her choice and may have the tasks arising from the agreement performed, in whole or in part, by one or more agents or experts.

7.2. Customer Rights and Responsibilities

The Customer agrees to:

– to provide the Professional, in a timely manner, with all documents, data, and information necessary for the performance of the assignment;

– to perform the work for which it is responsible, if applicable, in accordance with the engagement letter;

– to notify the Professional of any information, event, or development that could affect 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 verify whether the documents and reports provided by the Professional meet the Client’s expectations and are consistent with the information provided by the Client, and, if this is not the case, to notify the Professional immediately.

– Refrain from taking any action that could undermine the independence of the Professional, its representatives, or its employees; this applies in particular to offers made to employees to perform assignments on their own behalf or to become employees of the Client.

7.3. Prohibition on Cold Calling

For the entire duration of the agreement, and for a period of 24 months following its termination—regardless of the reason for the termination of the relationship—the Client and the Professional expressly agree not to hire, directly or indirectly, any employee or independent contractor of the other party involved in the performance of the agreement, nor to have them perform work, directly or indirectly (including through a legal entity), outside the scope of an agreement between the Client and the Professional, unless the other party has given its prior written consent.

Any violation of this prohibition will result in a lump-sum penalty equal to 25% of the affected employee’s total payroll, with a minimum of €25,000.

VIII. – FEES

8.1. Determination of Fees and Expenses

Fees and charges are set forth in the engagement letter, of which these general terms and conditions are an integral part.

Expenses and fees are due as services are rendered to the Client, even if the Assignment has not necessarily been completed. Depending on the circumstances, invoices for the aforementioned expenses and fees may be issued monthly or quarterly.

Fees will be adjusted from one calendar year to the next based on the positive change in the Consumer Price Index, as set forth in detail in the engagement letter.

8.2. Payment Terms and Collection Policy

Invoices and/or fee statements are payable within 30 days of the invoice date.

In the event of failure to pay all or part of an invoice by the due date, the entire balance of that invoice and any other outstanding invoices shall become immediately due and payable by operation of law. The Professional also reserves the right to suspend any current contract, in accordance with Section 5.1 of these general terms and conditions.

In the context of B2B relationships, any invoice remaining unpaid by its due date shall automatically, and without the need for formal notice, accrue late-payment interest at the rate set by the Law of August 2, 2002, on combating late payment in commercial transactions, plus 2%, and a fixed and non-reducible penalty of 10% of the outstanding amount, with a minimum of €250.

Any dispute regarding an invoice must be submitted by mail to the Professional’s corporate headquarters within 15 days of the invoice date.

The indemnification clause does not preclude the creditor from seeking compensation for actual damages if such damages are greater.

The indemnification clause set forth herein shall remain in effect in any event in the event of termination of the contract.

In the context of B2C relationships, in the event of non-payment or partial payment of an invoice by its due date, a first payment reminder will be sent to the Customer free of charge. The cost of any additional payment reminders will be a maximum of €7.50, plus the postage rates in effect at the time of mailing.

At the end of a 14-calendar-day period, beginning on the third business day following the day the reminder was sent to the Customer, if any amounts remain due to the Service Provider, late-payment interest—calculated at the statutory rate plus 3%—shall be automatically due to the Service Provider.

When the reminder is sent electronically, the 14-day period mentioned above begins on the calendar day following the day the reminder is sent to the Customer.

8.3. Pledge of Receivables

As security for the payment of any amount due or to become due to the Professional pursuant to the agreement, for any reason whatsoever, including principal, interest, liquidated damages, collection costs, and incidental expenses (the “Secured Claims”), the Client shall, upon the execution of the agreement, a security interest in favor of the Professional over all of the Client’s present and future claims against the Professional or third parties, including, but not limited to, commercial, contractual, professional, indemnity, and banking claims, provided that such claims are assignable in accordance with the law (the “Secured Claims”).

This security interest is established for an amount equal to the total of all sums owed or to be owed by the Client to the Professional, up to a maximum of €50,000, plus interest, damages, expenses, and incidental costs, without prejudice to Article 12, paragraph 2, of the Law on Personal Property Security Interests

The Secured Claims include all related items, including interest, guarantees, security interests, indemnities, and ancillary rights, as well as any amounts that might replace them through subrogation, indemnification, or otherwise.

The Client agrees to provide, upon the Professional’s first request, all information and documents necessary to identify the pledged Receivables and irrevocably authorizes the Professional to complete all formalities necessary for the maintenance, enforceability, and realization of the pledge, including, where applicable, registration in the National Pledge Registry and notification of the pledge to the debtors of the pledged receivables.

In the event of default on payment of a Secured Claim upon its due date, the Professional may exercise all rights granted to a secured creditor under the applicable provisions of the Civil Code, including notifying the debtors of the Secured Claims of the security interest, collecting the amounts owed by such debtors directly, and applying those amounts toward the Secured Claims, without prejudice to any other rights or remedies.

8.4. Adjustment of Payment Terms Upon the Initiation of Insolvency Proceedings

Without prejudice to the Service Provider’s right to terminate the agreement in accordance with Article 4 of these General Terms and Conditions, in the event that any of the following proceedings are initiated against a client:

Judicial reorganization proceedings (through an amicable agreement, a collective agreement, or a transfer under judicial supervision)

Collective Debt Settlement;

Bankruptcy;

Financial Way reserves the right to modify the aforementioned payment terms by requiring payment exclusively through provisions.

Furthermore, Financial Way reserves the right to automatically suspend its services in the event that such payments are not made.

8.5. Deposits

The professional may request one or more advance payments. These advance payments are included in the final statement of expenses and fees.

8.5. Dispute Regarding Expense Reports and Fees

All disputes regarding charges and fees must be submitted by certified mail within 15 days of the billing date.

If no dispute is received (in a timely manner) by the service provider, the customer is deemed to have agreed to the services billed.

Under no circumstances may such a dispute serve as grounds for nonpayment of other uncontested services, including those included in the same invoice.

IX. – GOVERNING LAW AND DISPUTE RESOLUTION

9.1. The interpretation and performance of this agreement are governed by Belgian law.

9.2. Any dispute, of any nature whatsoever, falls under the jurisdiction of the courts in the district where the professional’s office is located.

9.3. Disputes regarding fees and expenses may be submitted, by mutual agreement, to the Arbitration Commission of the Institute of Certified Public Accountants and Tax Advisors, which shall render a final decision in the first and last instance, without any procedural costs.

X. – APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS

10.1. No deviation from the General Terms and Conditions and/or the Special Agreement is permitted without the written consent of the Professional.

10.2. Any waiver granted by the Professional with respect to the general terms and conditions and/or the engagement letter shall in no way affect the application of the other provisions for which no waiver is provided.

10.3. The terms, rights, and obligations set forth in the Engagement Letter and the General Terms and Conditions are the only terms applicable to any Engagement performed by or on behalf of the Professional, including Engagements provided by the Professional in conjunction with a third party designated by the Professional, within the limits set forth in the Royal Decree of October 22, 2013, implementing the ITAA Code of Ethics.

10.4. The engagement letter and the general terms and conditions shall prevail over any other general or specific terms and conditions provided by the Client. Unless the Professional has given prior written consent—which must be expressly stated in the engagement letter or in a written request for services submitted by the Client and accepted by the Professional—the general terms and conditions

The Client’s specific terms and conditions are neither applicable nor enforceable against the Professional, regardless of when they may have been brought to the Professional’s attention.

The fact that the Professional does not invoke any provision of the General Terms and Conditions or the engagement letter at a given time shall not be construed as a waiver of the right to invoke such a provision at a later date.

10.5. If any clause or condition were declared null and void by a court ruling, such nullity would not render the General Terms and Conditions or the Engagement Letter null and void. In such a case, the Parties shall negotiate to agree on one or more provisions that would achieve, to the extent possible, the objective pursued by the clause or clauses declared null and void.”

XI. – AMENDMENTS TO THE CONTRACT

11.1. In the event of a change in the Client’s accounting, tax, legal, or social status, the Professional may need to adjust the initial Assignment and propose new contractual terms to the Client that are consistent with the Client’s new circumstances.

11.2. The Professional reserves the right to amend the Terms and Conditions as needed and agrees to notify the Client of such changes by email. Unless the Client terminates the agreement, the Professional will apply the new Terms and Conditions immediately.

XII. – INTELLECTUAL PROPERTY

12.1. All logos, trademarks, photos, and designs appearing in the deliverables, working documents, and computer files, as well as these terms and conditions, are the property of the Professional.

12.2. Any partial or complete reproduction of these logos, trademarks, photos, and designs, regardless of the medium, for commercial, organizational, or volunteer purposes, is prohibited without the Professional’s consent.

XIII. – GENERAL DATA PROTECTION REGULATION

13.1. In order to perform the tasks specified in the contract with the client, the Professional will collect and process personal data.

Any processing of personal data will be carried out in accordance with the rules set forth in Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (known as the “GDPR”). In particular:

Data will be collected and processed only to the extent necessary to perform the services agreed upon in the contract.

Data is retained for up to 10 years after the contract ends.

During this period, the necessary measures are implemented to ensure the confidentiality and security of personal data, in order to prevent its damage, deletion, or access by unauthorized third parties.

Personal data will not be transferred to third parties or business partners without the Customer’s prior consent.

The Customer has the right to access, correct, transfer, and delete their data, as well as to restrict its processing.