GENERAL TERMS AND CONDITIONS

1. Scope


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; or
  • when Titeca Accountancy starts executing the order at the client's request in case this happens at an earlier point in time.

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

3.1.1. Definition

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 one month's notice.

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

3.2.1 Definition

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 equalling 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 authorised 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.

 

3.4. Retention of working documents

Both during and upon termination of the services Titeca Accountancy shall retain any order-related documents and files for the legally required time period associated with the kind of services that are the subject of the order letter. Barring any explicit written agreement to the contrary, Titeca Accountancy shall have the right to destroy these documents and files upon termination of the aforementioned time period without having to inform the client in advance. 

 

4. Immediate termination for certain reasons

 

4.1. Titeca Accountancy can always 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: 

  • circumstances jeopardising Titeca Accountancy's independence;
  • circumstances preventing the order from being executed in accordance with professional and deontological standards;
  • the client falling short on their own commitments as described in the present general terms and conditions (item 6.2.) and in the order letter;
  • judicial reorganisation, dissolution or insolvency of the client;
  • changes in the client's risk profile;
  • failure by the client to pay (in time) any amount due.

The client needs to be informed 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 in writing.

 

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 authorised representatives or 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 authorised 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:

  • to provide Titeca Accountancy in time with all documents, data and information required to carry out the order;
  • to perform any works that may be entrusted to them on the basis of the order letter;
  • to inform Titeca Accountancy of any fact, event or development that may impact the execution of the order;
  • at Titeca Accountancy's request, to provide written confirmation that all documents, information and explanation provided by the client are correct and complete;
  • to check whether the documents and statements provided by Titeca Accountancy meet their expectations and match the information provided by them, and to inform Titeca Accountancy without delay if this is not the case.

6.3. Non-solicitation

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. Fees

 

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:

  • interest in accordance with the provisions of article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions;
  • conventional compensation to the amount of 10% of the unpaid amounts with a minimum of € 250.

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.

 

8. Liability

 

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 organisation of public review on the profession of auditor, coordinated on 30 April 2007, full (contractual, extracontractual 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

 

The parties can communicate electronically during the provision of the services. 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 recognise 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 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 licence 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 understoond 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 customer data (privacy)

 

If Titeca Accountancy provides services within the scope of the order entrusted by the client to Titeca Accountancy, the client explicitly agrees that their personal information can be used for administrative purposes, such as creating and keeping a customer database, shipments and invoices, checking solvency and providing the services for which Titeca Accountancy was appointed.  The information provided by the client is required to fulfil the order and to complete the invoicing process.  When Titeca Accountancy is entrusted with an order, the client data are entered in Titeca Accountancy's client file.  Personal information will only be processed for publicity purposes, personal advertising and/or other (re)marketing purposes subject to the client's approval. The client has the right to object to the processing of their personal information for these purposes free of charge. Only if explicit permission is given will the client be signed up for Titeca Accountancy's newsletter. It is possible to unsubscribe upon simple request. Titeca Accountancy shall never pass on this personal information to third parties unless the client gives explicit permission, legal authorities file a request to that effect or Titeca Accountancy is legally required to do so.  The client has the right to modify or consult their personal information.

 

14. Applicable law and resolution of disputes

 

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

Any dispute shall be settled by the courts of the legal district of Kortrijk.