Any reference in these general terms and conditions to Titeca Accountancy refers to the public limited company under Belgian law 'NV Titeca Accountancy', with registered office at 8800 Roeselare, Heirweg 198, entered into the Register of Legal Entities of Ghent, Kortrijk division, under company number 0882.371.584, as well as to any affiliated companies of NV Titeca Accountancy pursuant to article 11 of the Belgian Company Code.
The present terms and conditions apply to all professional relationships between Titeca Accountancy and the client. Any deviations are subject to explicit written acceptance by both parties.
If the event of any contradictions between the contents of the present general terms and conditions and the order letter, the order letter shall take precedence.
Pursuant to common law principles, Titeca Accountancy can only be held liable for orders which have demonstrably been accepted by Titeca Accountancy.
2. Conclusion of the agreement
Barring any provision to the contrary in the order letter, the agreement is concluded and commences when Titeca Accountancy receives and signs the order letter signed by the client.
If Titeca Accountancy has not yet received the order letter signed by the client, all professional relationships between both parties shall in any case be governed by the present general terms and conditions and the order letter as soon and insofar as these contractual documents have been provided to the client by mail, by fax, by e-mail or by hand with acknowledgement of receipt.
3. Duration and cancellation of the agreement
3.1. Recurring orders
A “recurring order” is any order consisting of successive performances of the same nature to be carried out within specific previously announced time periods.
3.1.2 Duration and termination of the agreement
Barring any evidence to the contrary, agreements for recurring orders are understood to be concluded for an open-ended period and can be terminated by either party at any moment by registered letter by giving three months’ notice. This term may, at the client's option if he gives notice of termination, be replaced by a flat-rate severance payment of 25% of the fees corresponding to the services normally provided by Titeca Accountancy in respect of a complete financial year or, where appropriate, calendar year.
A separate contract can be concluded for performances carried out after termination of the agreement that relate to the period when the agreement was still in force.
3.2 Non-recurring orders
Orders which do not meet the definition given in section 3.1.1 are considered non-recurring orders.
3.2.2 Duration and termination of the agreement
Barring any evidence to the contrary, agreements for non-recurring orders are understood to be concluded for a limited period in time and expire when the order has been carried out or when the agreed performances have been delivered. Pursuant to article 1794 of the Belgian Civil Code and, if applicable, in deviation of article 2004 of the Belgian Civil Code, the client is entitled to terminate such an order early provided that Titeca Accountancy receives full payment for any costs and fees related to the works that have already been performed as well as an additional compensation equaling 30% of the fees related to the part of the order that has not yet been completed or does not have to be completed.
3.3. Post-termination provisions
Unless otherwise agreed by the parties, any books and documents belonging to the client shall be returned to the client or their authorized representative with acknowledgement of receipt upon termination of the agreement.
Titeca Accountancy has the right to charge any administrative expenses related to returning these books and documents.
4. Immediate termination for certain reasons
4.1. Without prejudice to the provisions in Article 3.1.2. Titeca Accountancy can terminate the agreement at any time without any notice period and without any compensation being due in the event of reasons that impede further professional cooperation, such as:
Titeca Accountancy shall inform the client by registered letter of the reasons that justify immediate termination of the agreement.
Depending on the circumstances, Titeca Accountancy may opt to send the client a warning or a reminder first.
If the agreement is terminated, Titeca Accountancy shall inform the client of any urgent and necessary legal actions that need to be taken to safeguard their rights and have been entrusted to Titeca Accountancy.
4.2. The agreement is legally terminated in case of bankruptcy of the client.
4.3. The client can terminate the agreement at any time without any notice period and without any compensation being due if Titeca Accountancy clearly falls short on its own commitments as described in the present general terms and conditions (item 6.1) and, if applicable, in the order letter.
The client shall in any case serve notice upon Titeca Accountancy before actually terminating the agreement.
4.4. Each party can terminate the agreement with immediate effect by written notification to the other party if another party is unable to pay its debts or if a provisional or judicial administrator or liquidator has been appointed to another party.
5. Suspension of performance of commitments
If the client fails to meet their obligations or does not meet their obligations in a correct and timely manner, for example in case of non-payment of fees or advance payments pursuant to article 7 below, Titeca Accountancy shall have the right to suspend or postpone performance of its commitments until the client has met their obligations.
Titeca Accountancy shall inform the client of this by registered post.
Titeca Accountancy shall inform the client of any urgent and necessary legal actions that need to be taken to safeguard their rights and have been entrusted to Titeca Accountancy following the commencement of the suspension or postponement of performance of commitments.
Any costs and expenses resulting from the suspension or postponement are at the client's expense. Titeca Accountancy is in any case entitled to full payment for the fees and costs related to the works that have already been carried out
6. Rights and obligations of the parties
6.1. Rights and obligations of Titeca Accountancy
Titeca Accountancy carries out the orders it has been entrusted with in total independence and with due care on the basis of a best-efforts obligation.
Titeca Accountancy is obliged to observe all legal and regulatory time periods on condition that the client provides all necessary information and documents in time. If the client fails to do so in time, Titeca Accountancy can under no circumstances be held liable for fines, surcharges and interests that may result from this failure.
Titeca Accountancy shall ensure that the services provided are performed in accordance with the deontological and other professional standards of the Belgian Institute of Accountants and Tax Consultants, taking into account the relevant legislation and regulations applicable at the time of performance of the agreement.
Titeca Accountancy can under no circumstances be held liable for the consequences of possible later changes - possibly with retroactive effect - to these legal and regulatory provisions.
In addition, Titeca Accountancy cannot be held liable for the consequences of possible shortcomings, errors or violations that date back to before its intervention.
Barring any provision to the contrary, the performance of the order is not specifically aimed at the discovery of potential fraud.
Barring any provision to the contrary, Titeca Accountancy is not obliged to check the accurateness and completeness of the information provided to Titeca Accountancy by the client or their authorized representative(s), nor the reliability of any deeds, contracts, inventories, invoices and pieces of evidence entrusted or presented to Titeca Accountancy by the client as documents that have evidential value or as documents that should serve as such.
Titeca Accountancy is entitled to seek the support of any employees or experts of its own choice and to have the orders resulting from the agreement carried out either in whole or in part by one or several appointees or experts.
Pursuant to article 33 of the Act of 22 April 1999 concerning the accounting and tax professions, Titeca Accountancy has taken out a civil professional liability insurance policy approved by the Council of the Belgian Institute of Accountants and Tax Consultants.
Titeca Accountancy as well as its authorized representatives and appointees are obliged to observe professional secrecy pursuant to article 58 of the Act of 22 April 1999 concerning the accounting and tax professions and article 32 of the Royal Decree of
1 March 1998 laying down the rules of professional conduct of chartered accountants without prejudice to the application of legal and regulatory provisions to prevent the financial system from being used for money laundering and terrorist financing.
6.2. Rights and obligations of the client
The client undertakes:
The client explicitly undertakes not to hire, either directly or indirectly, any staff members or independent contractors of Titeca Accountancy who are involved in the performance of the agreement, or to have them perform, either directly or indirectly (e.g. via a legal person), works outside the scope of an agreement between the client and Titeca Accountancy, without prior written approval from Titeca Accountancy for the entire duration of the agreement and for a time period of three years following its termination, regardless of the reason of termination.
Any violation of this non-solicitation clause shall be subject to a one-off fixed compensation of € 50.000, without subject to Titeca Accountancy's right to charge a higher compensation if this fixed compensation does not cover the damages inflicted.
7.1. Determination of costs and fees
Titeca Accountancy's costs and fees are calculated on the basis of the time spent by its partners, directors, employees and representatives or on a lump-sum basis in accordance with the required levels of competence and responsibility as determined in the order letter, of which the present general terms and conditions are an integral part.
All costs and fees are payable in proportion to the works carried out on behalf of the client, even if the order has not necessarily been completed.
Any direct costs contracted with third parties that are necessary for the execution of the order are not included in the fees and will be invoiced in addition to the fees. Titeca Accountancy shall demonstrate the correctness of the costs charged to the client at the client's request.
Fees and costs are calculated exclusive of taxes and levies.
7.2 Terms and conditions of payment
Invoices and/or fee statements are payable within 30 calendar days after the invoice date.
Late payment shall have the following legal effects without formal notice of default being required:
7.3 Advance payments
Titeca Accountancy can request one or several advance payments. These advance payments will be settled in the final statement of costs and fees.
Titeca Accountancy reserves the right to postpone commencement of the services until an invoiced advance payment has been paid.
7.4 Disputes regarding statement of costs and fees
Any disputes regarding costs and fees are to be submitted to Titeca Accountancy by registered letter within 7 calendar days of the invoice date with indication of the reasons. If Titeca Accountancy does not receive any disputes (in time), the client shall be deemed to accept the invoiced services and the relevant invoice. In this case, the claim shall be considered final.
Barring proof to the contrary, the invoice shall be deemed to have been received within 3 calendar days of the invoice date.
Titeca Accountancy can only be held liable in case of evidence of serious fault, gross negligence, intent or non-compliance with a commitment which represents one of the most important elements of the order. Titeca Accountancy can under no circumstances be held liable for changes in acts and other regulatory documents that take place after an order has been completed and have an impact on the correctness of the contents of the order carried out.
Titeca Accountancy's liability is limited to repairing foreseeable, direct and personal damage, excluding any indirect or material damage, including but not limited to lost profits and losses and supplementary costs. Without prejudice to the orders mentioned in article 17, fourth section, of the Act concerning the establishment of an Institute of Auditors and the organization of public review on the profession of auditor, coordinated on 30 April 2007, full (contractual, extra contractual or other) liability for the execution of the order is limited to the amount(s) Titeca Accountancy is entitled to under the professional liability insurance policy taken out by Titeca Accountancy, including the deductible borne by Titeca Accountancy in accordance with that insurance policy.
If the liability insurer does not make payment for any reason, all liability will be limited to thrice the amount of the fee invoiced for the execution of the order. If it concerns a recurring order, this coefficient is applied to the amount of the fees invoiced to the client during the twelve-month period preceding the damage-causing event or from the commencement of execution of the order if this period is shorter than one year.
These limitations also apply to any claims related to the execution of the agreement which are brought against all persons, partners, directors and/or independent contractors who are insured persons under the relevant insurance contract.
They do not apply if the liability results from a fault committed with fraudulent intent or with the intent to inflict damage. This limitation therefore explicitly applies to any liability resulting from any other faults for which Titeca Accountancy, its partners, directors and/or independent contractors are liable.
If it appears that two or more incidents result from one and the same error, they shall be considered as a single liability issue and the liability shall therefore be limited to the highest of the amounts applicable to the relevant orders or agreements.
Barring any compulsory legal stipulation to the contrary, damage resulting from (a) loss of income, goodwill, trade opportunities or expected savings or benefits; (b) loss of or damage to data; or (c) indirect loss or damage, does not qualify for compensation under any circumstances
9. Anti-money laundering provisions
Pursuant to national and European anti-money laundering legislation, Titeca Accountancy is obliged to identify its clients and their beneficiaries.
This means that Titeca Accountancy will have to request certain information and documents from its customers, retain this information and these documents and/or consult suitable databases within this scope. The client undertakes to provide Titeca Accountancy with the requested information and to inform Titeca Accountancy in time of any change regarding this information and these documents.
10. Electronic data transmissions
During the provision of the services, the parties can communicate electronically with each other, also via social media such as Facebook, WhatsApp, Messenger, etc It is nevertheless impossible to guarantee that electronic data transmissions shall be completely safe without any risk of viruses or mistakes, which implies that such data transmissions can be intercepted, tampered with, lost, destroyed, slowed down or rendered unusable. The parties recognize there is no system or procedure to completely rule out such risks.
The parties hereby confirm that they accept these risks, validate the use of electronic communication, including via social media, and agree to make use of all available and suitable means to track the most widespread viruses before sending information electronically. Each party will be responsible for protecting its own systems and interests with regard to electronic communication, and not a single party shall be held liable in any way or form for any loss, fault or negligence resulting from or connected to the use of electronic communication between the parties.
11. Force majeure
Titeca Accountancy is legally free of and not obliged to comply with any commitment versus the client in case of force majeure. Force majeure is understood to mean any situation in which the execution of the agreement by Titeca Accountancy is temporarily or permanently impeded either in whole or in part by circumstances beyond Titeca Accountancy's control, even if these circumstances could already be anticipated at the time of conclusion of the agreement. The following situations are examples of force majeure: machine failure, strike or lock-out, fire, riot, war, epidemic, flooding, high absenteeism, electrical, IT, Internet or telecommunication failures, government decisions or interventions (including permit or license refusals or cancellations), fuel shortages and failures or delays due to third parties. If Titeca Accountancy invokes force majeure, it is not obliged to demonstrate the non-attributable or unexpected character of the circumstance that constitutes a force majeure event. Titeca Accountancy's obligations are suspended in the event of force majeure. If the force majeure situation persists for over two months, Titeca Accountancy has the right to dissolve the agreement without court intervention without any compensation being due by Titeca Accountancy to the client.
12. Intellectual property rights
All intellectual property rights and derived rights remain the property of Titeca Accountancy. These intellectual property rights are understood to mean: copyrights, trademark rights, drawing and design rights and/or any other (intellectual property) rights, including patentable and non-patentable technical and/or commercial knowhow, methods and concepts.
The contents of the website, pictures, logos, drawings, images, data, product names, texts etc. are protected by copyright and other (intellectual) property rights and provisions.
13. Processing of personal data (privacy)
13.1 Scope and purpose
With respect to and for the purpose of the performance of the services pursuant to an agreement concluded by the client with Titeca Accountancy, the client shall provide Titeca Accountancy with personal data and shall authorise and instruct Titeca Accountancy to process their personal data in accordance with the provisions of this agreement.
Personal data are understood to mean any information relating to an identified or identifiable natural person acquired by Titeca Accountancy. An identifiable natural person is understood to mean a natural person who can be identified, directly or indirectly, by means of an identifier such as a name, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
The personal data may be processed with the purpose of performing the services under the agreement, including the following purposes:
a) Personnel administration, customer management and administration, supplier management and administration;
b) Compliance with social security and tax laws and regulations;
c) Management of competencies and training;
d) Management of personal development and assessment of employees;
e) The keeping of the legally required accounts, including but not limited to the close of a company / one-man business; the filing of VAT returns; the preparation of sheets; the filing of income tax or real estate tax returns, the preparation of interim balance sheets; the consolidation of a group;
f) Advice relating to legislation, financial (with the exception of investment advice), tax-related or administrative matters;
g) Preparation of agreements, reports and publications;
h) Assistance during fiscal audits;
i) Ad hoc advice when requested;
j) Compliance with the applicable legislation on data protection and the requirements relating to information security;
k) Checking of solvability;
l) Carrying out internal analyzes based on accounting data, to optimize the client's business operations;
m) Any other category of purposes for the processing of personal data as agreed between the parties in the relevant agreement, the order letter or any other document attached to the agreement.
The information provided by the client is required to fulfil the order and to complete the invoicing process.
Titeca Accountancy shall not use the personal data for any other purposes, except in order to comply with legal provisions to the contrary or in case of a written consent to the contrary from the client. Titeca Accountancy undertakes to process the personal data provided by the client within the context of the agreement with the client with due care.
Any processing of personal data pursuant to the agreement between the client and Titeca Accountancy shall take place in accordance with all applicable laws on data protection and processing, in particular in accordance with EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), and any other laws resulting from this Regulation and/or any other Belgian or European legislation relating to the protection/processing of personal data or privacy.
For the purpose of the performance of the services, Titeca Accountancy is a processor acting on behalf of the data controller, i.e. the client. In its capacity as processor, Titeca Accountancy shall act exclusively on the instruction of the client. The agreement constitutes the client’s full instruction to Titeca Accountancy with respect to the processing of personal data. Any additional or alternative instructions must be agreed in writing by the parties.
Titeca Accountancy processes personal data exclusively on behalf of the client. Titeca Accountancy has no control, possession or ownership rights on the personal data provided.
However, Titeca Accountancy is not responsible for compliance with any laws and regulations that are applicable to the client or to the sector in which the client is active but are not generally applicable to Titeca Accountancy in their capacity as service provider, unless explicitly agreed otherwise by the parties.
13.2. Personal data
Any processing in accordance with the agreement shall be regarded as an instruction for the processing of personal data by Titeca Accountancy.
The processing of personal data relates to personal data of existing and former clients, employees, contracting partners, agents and other collaborators of the client, as well as third parties designated as family or contacts by the above-mentioned persons, and includes the following personal data:
a) General personal data, such as name, date of birth, photo, address, email address and telephone number(s), national register number, access verification data, such as user names and passwords, etc.
b) Specific personal data such as physical and psychological data, composition of the family and civil status, information about relatives etc.
c) Financial data, such as remunerated mandates, payment data, inclusive of account number (IBAN),
d) Career-related data such as degrees, technical skills and other qualifications, information about personal development and assessments, including CVs and references etc.
e) Specific categories of personal data, such as racial data, data relating to trade union memberships, health-related data etc.
f) Criminal record, e.g. traffic violations, attachment of earnings and other convictions
g) Any other category of personal data agreed between the parties in the relevant agreement.
13.3. Transfer of personal data
Titeca Accountancy shall not transfer any personal data to a third party except:
(1) when the client gives instructions or grants consent for that purpose;
(2) as described in the agreement;
(3) when required for the processing of personal data by approved sub-processors in accordance with article 13.4;
(4) when required by law.
If the client gives Titeca Accountancy instructions to transfer personal data to a third party, it is and remains the client’s responsibility to enter into written agreement with that third party to protect these personal data, and the client shall compensate, defend and indemnify Titeca Accountancy against any and all losses resulting from such a transfer by Titeca Accountancy to the third party, unless these losses can be attributed to proven shortcomings of Titeca Accountancy.
The client acknowledges and explicitly agrees that Titeca Accountancy can transfer personal data to sub-processors for the performance of the services for which Titeca Accountancy was appointed. Any sub-processor to whom Titeca Accountancy transfers personal data can only receive personal data for the purpose of performing the services entrusted to the sub-processor by Titeca Accountancy, and shall not use these personal data for any other purpose. Titeca Accountancy remains responsible for compliance by the sub-processor with the obligations of Titeca Accountancy pursuant to the agreement, including this agreement.
By signing this agreement, the client consents to the processing of their data by sub-processors. Titeca Accountancy shall enter into written agreements with each sub-processor, which contain obligations that are not less protective than the obligations contained in the agreement with the client.
13.5. Rights of the data subjects
The client has the right to modify or consult their personal information.
If possible Titeca Accountancy shall provide assistance to the client in order to ensure that the client can meet their obligation to comply with requests from data subjects who exercise their rights.
13.6. Erasure and return of personal data – retention periods
Upon termination of the agreement Titeca Accountancy shall, without having to inform the client in advance, erase or anonymise all personal data in their systems (with the exception of certain back-up archives) after all relevant legal and regulatory requirements relating to the retention of data will have expired. If Titeca Accountancy is required to retain data that are used to check the accurate processing of data in accordance with the order or data that must meet the relevant legal and regulatory requirements relating to the retention of data, Titeca Accountancy is authorised to retain these data during the relevant retention periods after the termination or expiration of the agreement and Titeca Accountancy shall retain these data in a safe manner after the requirements relating to data retention will have expired.
13.7. Technical and organisational measures
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing personal data as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons linked to the processing, Titeca Accountancy shall implement appropriate technical and organisational measures to secure the personal data processed on behalf of the client and maintain this level of security.
During the term of the agreement with the client, Titeca Accountancy shall, at the client's request and within a reasonable period of time, provide the latter with an up-to-date description of the technical and organisational protection measures that have been implemented.
13.8. Obligation to report data leaks
Titeca Accountancy shall inform the client as soon as possible of security breaches to be reported to the Belgian Data Protection Authority and/or the data subject(s).
In case of a security breach, Titeca Accountancy shall in any case provide the following information at the client’s request:
(a) the nature of the breach and of the personal data affected;
(b) the probable causes of the data breach;
(c) the measures taken in this respect. If it is not possible for Titeca Accountancy to provide this information immediately, they will do so progressively.
Titeca Accountancy shall provide every required assistance for the provision of additional information to the supervisor(s) and/or the data subject(s) whenever necessary.
Titeca Accountancy shall keep an overview of the facts and consequences of the security breach.
13.9. Responsibilities of the client
The client is responsible for the legitimacy of the processing of personal data within the context of the agreement with Titeca Accountancy.
The client declares and guarantees that, when providing Titeca Accountancy with personal data for processing:
- the relevant data subjects were adequately informed of their rights and obligations, in particular of the possibility that Titeca Accountancy will process personal data on behalf of the client and in accordance with the client’s instructions;
- they complied with the applicable legislation on data protection and processing when collecting and providing these personal data;
- they will implement all reasonable measures to keep the personal data up to date in order to ensure that the data are not incomplete or incorrect with respect to the purposes for which they were collected.
13.10. Obligation to inform
Titeca Accountancy shall provide the client, at the latter’s request, with all information required to demonstrate the fulfilment of the client’s obligations under the legislation on data protection and processing.
13.11. Confidentiality obligation
All data and information exchanged between the parties shall be regarded as confidential during the term of the agreement and shall not be disclosed to third parties, nor be used for any purpose other than the purpose agreed between the parties.
The obligation described in the previous paragraph is not applicable to confidential information that:
- was already publicly available at the time of the disclosure by the disclosing party or became publicly available afterwards without the intervention of the recipient;
- was already legally in the possession of the recipient at the time of disclosure, as sufficiently demonstrated by the recipient; or
- is received from third parties by the recipient on a non-confidential basis after the disclosure.
Titeca Accountancy declares and guarantees that all staff members acting under their authority and entitled to process personal data have undertaken to guarantee the security and confidentiality of the personal data in accordance with the provisions of the agreement entered into with the client. For that purpose Titeca Accountancy shall inform all staff members acting under their authority and having access to the personal data of the applicable requirements and ensure that they comply with these requirements by means of contractual or legal confidentiality obligations.
If Titeca Accountancy is required to provide data on the basis of a legal obligation, Titeca Accountancy shall verify the grounds for the request and the identity of the party making the request. Unless prohibited by law, Titeca Accountancy shall inform the client prior to providing this information.
14. Applicable law and resolution of disputes
The interpretation and execution of the agreement are governed by Belgian law.
The courts of the legal district of West Flanders/Gent, division Kortrijk, shall have exclusive jurisdiction for disputes of any kind.