General Terms and Conditions

Tributum srl / Tax Law International: General Terms and Conditions

I. – Scope of Application

These general terms and conditions apply to all professional relationships between the professional, Tributum, a civil professional company for tax advisors (srl), represented by Mr. Charles Desmet, director, tax advisor, ITAA member 50 772 022, whose office is located at 3 avenue des étriers in 1150 Brussels, registered with the CBE under no. BE 0471.518.186, and the client.

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

In case of 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 can only be sought for assignments that are proven to have been accepted by them.

II. – Conclusion of the Contract

Unless otherwise stipulated in the engagement letter, the agreement is concluded and takes effect:

• either when the professional receives the engagement letter, signed by the client, and countersigns it in turn;
• or when the professional begins to execute the assignment, at the client’s request, if this execution starts at an earlier time.

If the professional has not yet received the engagement letter signed by the client, all professional relationships between the parties are in all cases subject to these general terms and conditions and the engagement letter, provided that these contractual documents have been delivered to the client, either by mail, fax, email, or in person against acknowledgment of receipt.

III. – Duration and Termination of the Agreement

3.1. Recurring Assignments

3.1.1. Definition

A “recurring assignment” is understood as: an assignment consisting of successive services of the same nature that must be performed within pre-known deadlines.

3.1.2. Duration and Termination of the Contract

Unless a term is specified in the engagement letter, the agreement for a recurring assignment is deemed to be concluded for an indefinite period. Both parties may terminate it at any time, either by email with acknowledgment of receipt or by registered mail.

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

3.2. Non-Recurring Assignments

3.2.1. Definition

Assignments that do not meet the definition referred to in point 3.1.1. are considered non-recurring assignments.

3.2.2. Duration and Termination of the Agreement

Unless proven otherwise, the agreement for a non-recurring assignment is deemed to be concluded for a fixed term.

It terminates upon the execution of the assignment and, if applicable given the nature of the assignment, upon the delivery of the agreed services.

3.3. Follow-up

Upon termination of the agreement, all books and documents, property of the client, are made available to them or their 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 the continuation of the professional collaboration impossible, such as circumstances jeopardizing the professional’s independence or making the execution of the assignment impossible, in accordance with professional and ethical standards.

When terminating the agreement, the professional shall inform the client of the urgent and necessary legal acts for the safeguarding of their rights that must be performed and for which they had received an assignment.

4.2. The client may terminate the agreement at any time, without notice and without compensation, when the professional demonstrably fails to fulfill their 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 precede their decision with a written formal notice to the professional.

V. – Suspension of Performance of Obligations

In case of non-performance, improper performance, or late performance by the client of one or more of their obligations, for example in case of non-payment of fees or advance payment(s), in accordance with Article 7 below, the professional is entitled to suspend or defer the performance of their obligations until the client has fulfilled theirs.

The professional shall inform the client in writing.

If, after the start of the suspension or deferral of performance, urgent and necessary legal acts for the safeguarding of the client’s rights must be performed, and for which the professional had received an assignment, they shall inform the client.

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

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

VI. – Rights and Obligations of the Parties

6.1. Rights and Obligations of the Professional

Operating under an obligation of means, the professional performs the assignments entrusted to them with complete independence and due care.

They ensure that services are provided in accordance with the ethical and other professional standards of the Institute and taking into account the applicable legislation and regulations in force during the performance of the agreement.

The professional cannot be held responsible for the consequences of any subsequent modifications – where applicable, with retroactive effect – to these legal and regulatory provisions.

Nor are they responsible for the consequences of any shortcomings, errors, or infringements committed before their intervention.

The performance of the assignment is not – unless otherwise stipulated – specifically aimed at detecting potential fraud.

Unless otherwise stipulated, the professional is not obliged to verify the accuracy and completeness of the information communicated to them by the client or their employees, nor the reliability of all acts, contracts, inventories, invoices, and supporting documents of any kind, which would be entrusted to them or presented by the client as probative documents or to be used as such.

The professional may be assisted by collaborators or experts of their choice and may have the assignments arising from the agreement performed, in whole or in part, by one or more employees or experts.

In accordance with Article 33 of the law of April 22, 1999, relating to accounting and tax professions, the professional has covered their professional civil liability with an insurance contract approved by the Council of the Institute of Accountants and Tax Advisors (ITAA).

The professional, as well as their representative(s) or employee(s), are bound by professional secrecy, in accordance with Article 58 of the law of April 22, 1999, relating to accounting and tax professions and Article 32 of the Royal Decree of March 1, 1998, establishing the code of ethics for accountants, subject however to the application of the provisions of legislation and regulations relating to the prevention of the use of the financial system for the purpose of money laundering and terrorist financing.

6.2. Rights and Duties of the Client

The client undertakes to:

• provide the professional, in a timely manner, with all documents, data, and information necessary for the performance of the assignment;
• perform the tasks incumbent upon them, where applicable, in accordance with the engagement letter;
• bring to the professional’s attention any data, event, or development likely to influence the performance of the assignment;
• if requested by the professional, confirm in writing that the documents, information, and explanations provided are accurate and complete;
• verify whether the documents and statements produced by the professional correspond to their expectations and the information provided by them and, if not, inform the professional without delay.

VII. – FEES

7.1. Determination of Costs and Fees

Costs and fees are determined in accordance with the legal and regulatory provisions in force, applicable to the professional, and as stipulated 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 immediately upon receipt of the invoice. Any delay in payment will automatically and without prior notice result in the application of compensatory interest at the rate provided for in Article 5 of the law concerning the fight against late payment in commercial transactions of August 2, 2002.

7.3. Advance Payments

The professional may request one or more advance payments. These advance payments are accounted for in the final statement of costs and fees.

7.4. Dispute of Cost and Fee Statement

All disputes regarding costs and fees must be submitted by email with acknowledgment of receipt, or by registered letter within 15 days of the invoice date. If no dispute reaches the professional (in time), the client is presumed to agree with the invoiced services.

VIII. – Liability

Except for assignments referred to in Article 17, paragraph 4 of the law establishing an Institute of Company Auditors and organizing the public supervision of the auditing profession, 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 or amounts covered by the professional liability insurance taken out by the professional, including any own risk incumbent upon them in accordance with said insurance.

Unless otherwise provided by mandatory legal provisions, damages resulting from (a) loss of profit, goodwill, business opportunities, or anticipated savings or benefits, (b) loss or corruption of data, or (c) indirect losses or damages will not give rise to any compensation.

IX. – Applicable Law and Dispute Resolution

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

Any dispute, of whatever nature, falls within the jurisdiction of the courts of the district in which the professional’s office is located.

Disputes relating to costs and fees may be submitted to the Arbitration Commission of the Institute of Accountants and Tax Advisors, which shall rule by a final decision rendered in first and last instance, without procedural costs.