General terms and conditions
Whenever reference is made in these general terms and conditions to "Titeca", "we", "us" or "our", this refers to the nv Titeca Accountancy, with registered office at 8800 Roeselare, Heirweg 198 and with company number RPR Ghent department Kortrijk 0882.371.584 and/or to nv Titeca Pro Experts, with registered office at 8800 Roeselare, Heirweg 198 and with company number RPR Ghent department Kortrijk 0479.203.358, as well as to any affiliated company in accordance with article 1:20 of the Companies and Associations Code.
The present terms and conditions apply to all professional relationships between Titeca 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 can only be held liable for orders which have demonstrably been accepted by Titeca.
2. Conclusion of the agreement
Barring any provision to the contrary in the order letter, the agreement is concluded and takes effect when Titeca receives and signs the order letter signed by the client.
If Titeca 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 personal delivery with acknowledgement of receipt.
3. Term and cancellation of the agreement
3.1 Recurring orders
A “recurring order” is understood to mean any order consisting of successive performances of the same nature to be carried out within specific previously announced time periods.
3.1.2. Term and termination of the agreement
Barring any evidence to the contrary, agreements for recurring orders are understood to be concluded for an indefinite term. Both parties can terminate the agreement at any time with 1 month’s written notice through registered post.
A separate contract can be concluded for performances carried out after termination of the agreement and relating to the period when the agreement was still in force.
3.2 Non-recurring orders
Orders that do not fall within the scope of the definition of article 3.1.1. are regarded as non-recurring orders.
3.2.2 Term and termination of the agreement
Barring any evidence to the contrary, agreements for non-recurring orders are understood to be concluded for a definite term 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 prematurely provided that Titeca 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 has the right to charge any administrative expenses related to returning these books and documents.
4. Immediate termination for specific reasons
Titeca can in all cases terminate the agreement at any time, without prior notice and without any compensation, if there are elements that make the continuation of the professional cooperation impossible, including but not limited to:
- circumstances jeopardising Titeca’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 (article 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.
Titeca shall inform the client by registered letter of the reasons that justify immediate termination of the agreement.
Depending on the circumstances, Titeca may opt to send the client a warning or a reminder first.
If the agreement is terminated, Titeca 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.
In case of bankruptcy of the client, the agreement is dissolved automatically.
The client can terminate the agreement at any time without any notice period and without any compensation being due if Titeca clearly falls short on its own commitments as described in the present general terms and conditions (article 6.1) and, if applicable, in the order letter.
The client shall in any case serve notice upon Titeca before actually terminating the agreement.
Each party can terminate the agreement with immediate effect by written notification sent to the other party by registered post 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
In case of non-performance or of incorrect or late performance by the client of their commitments, e.g. in case of non-payment of fees or advances in accordance with article 7 below, Titeca is entitled to suspend or postpone the performance of their commitments until the client has met their commitments.
Titeca shall inform the client of this by registered post.
Titeca shall inform the client of any urgent and necessary legal actions that need to be taken to safeguard their rights and that have been entrusted to Titeca following the commencement of the suspension or postponement of performance of commitments.
All costs and expenses resulting from the suspension or postponement are payable by the client. Titeca 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
Titeca shall carry out the orders it has been entrusted with in total independence and with due care on the basis of a best-efforts obligation.
Titeca has the obligation to observe all legal and regulatory terms provided that the client provides all necessary information and documents in time. If the client fails to do so in time, Titeca can under no circumstances be held liable for fines, surcharges and interests that may result from this failure.
It ensures that the services performed are provided in accordance with the deontological and other professional standards of the Institute for Tax Advisors & Accountants, taking into account the relevant laws and regulations in force at the time of the execution of the contract.
Titeca 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 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 is not obliged to check the accurateness and completeness of the information provided to Titeca by the client or their authorised representative(s), nor the reliability of any deeds, contracts, inventories, invoices and pieces of evidence entrusted or presented to Titeca by the client as documents that have evidential value or as documents that should serve as such.
Titeca is entitled to seek the support of any employees or experts of their 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 Belgian Act of 22 April 1999 concerning the accounting and tax professions, Titeca has taken out a civil professional liability insurance policy approved by the Council of the Belgian Institute of Accountants and Tax Consultants.
Titeca as well as their authorised representatives and appointees have the obligation to observe professional secrecy pursuant to article 58 of the Belgian 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 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 of any fact, event or development that may impact the execution of the order;
- At Titeca 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 meet their expectations and match the information provided by them, and to inform Titeca without delay if this is not the case.
6.3 Non-poaching clause
Unless a prior written permission is obtained from Titeca, the client explicitly undertakes to refrain from directly or indirectly recruiting any employee or independent contractor of Titeca who is involved in the performance of the agreement or from having an employee or independent contractor of Titeca perform activities, either directly or indirectly (e.g. via a legal entity), that fall outside the scope of an agreement between the client and Titeca, during the entire term of the agreement as well as during a period of 3 years after its termination for any reason.
Any violation of this prohibition will give rise to a single lump-sum compensation in the amount of EUR 50 000.00, this without prejudice to Titeca's right to ask for a higher compensation if this lump-sum compensation does not cover all damages.
7.1 Determination of the costs and fees
Titeca’s costs and fees are calculated on the basis of the time spent by their 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 yet 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 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 statements of fees are payable at the latest 30 calendar days after their 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;
- a contractual compensation equalling 10% of the unpaid amounts with a minimum of € 250.
Titeca can request one or several advance payments. These advance payments will be settled in the final statement of costs and fees.
Titeca reserves the right to postpone performance of the services until an invoiced advance payment has been paid by the client.
7.4 Objection to the statement of costs and fees
All disputes of costs and fees must be formulated to Titeca by registered letter within 7 calendar days of receipt of the invoice, stating reasons. If no (timely) dispute reaches Titeca, it is assumed that the client agrees with the invoiced services and the invoice is deemed accepted. In this case, the claim is considered final.
Unless proven otherwise, the invoice is deemed to have been received no later than 15 days after the invoice date. .
Titeca 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 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’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 referred to 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 is entitled to under the professional liability insurance policy taken out by Titeca, including the deductible borne by Titeca 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, their 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.
Unless otherwise determined by law, any damage resulting from (a) loss of profits, goodwill, business opportunities or expected savings or advantages, (b) loss of or damage to data or (c) indirect loss or damage does not give rise to payment of a compensation.
9. Anti-money laundering provisions
Pursuant to national and European anti-money laundering legislation, Titeca has the obligation to identify their clients and their beneficiaries.
This means that Titeca will have to request certain information and documents from their clients, retain this information and these documents and/or consult suitable databases within this context. The client undertakes to provide Titeca with the requested information and to inform Titeca 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 by electronic means, including social media, like Facebook, WhatsApp, Messenger etc. However, it is 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, destroyed, transferred, slowed down, lost 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, 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 their 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 is legally free of and not obliged to comply with any commitment made to the client in case of force majeure. Force majeure is understood to mean any situation in which the execution of the agreement by Titeca is temporarily or permanently impeded either in whole or in part by circumstances beyond Titeca’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 invokes force majeure, they have no obligation to demonstrate the non-attributable or unexpected nature of the circumstance that constitutes a force majeure event. Titeca’s obligations are suspended in the event of force majeure. If the force majeure situation persists for over two months, Titeca is entitled to dissolve the agreement without court intervention without any compensation being due by Titeca to the client.
12. Intellectual property rights
All intellectual property rights and derived rights remain the property of Titeca. 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, the client shall provide Titeca with personal data and shall authorise and instruct Titeca 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. 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 with fiscal audits;
- (i) Ad hoc consulting on call;
- j) Checking of solvency;
- k) Conducting internal analyses based on accounting data, for the purpose of optimizing the client's business operations;
- l) 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 shall not use the personal data for any other purposes, except in order to comply with divergent legal provisions or in case of a written consent to the contrary from the client. Titeca 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 shall take place in accordance with all applicable data protection and processing laws, 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 94/46/EC ("GDPR") and with other laws deriving from this Regulation and/or any other Belgian or European legislation relating to the protection/processing of personal data or privacy.
Titeca has no control, possession or ownership rights on the personal data provided.
However, Titeca 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 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.
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.
Composition of the family and civil status, information about relatives etc.
- b) Financial data, such as remunerated mandates, payment data, inclusive of account number (IBAN),
- c) Any other category of personal data agreed between the parties in the relevant agreement.
13.3 Transfer of personal data
Titeca 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 by law.
If the client gives Titeca 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 against any and all losses resulting from such a transfer by Titeca to the third party, unless these losses can be attributed to proven shortcomings of Titeca.
13.4 Rights of the data subject
The client has the right to modify or consult their personal information.
If possible Titeca 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.
13.5 Erasure and return of personal data – retention periods
Upon termination of the agreement Titeca 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 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 is authorised to retain these data during the relevant retention periods after the termination or expiration of the agreement and Titeca shall retain these data in a safe manner after the requirements relating to data retention will have expired.
13.6 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 shall implement appropriate technical and organisational measures to secure the personal data processed on behalf of the client and maintain this level of security.
13.7 Data leaks
Titeca 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 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 consequences of the data breach;
(c) the measures taken in this respect. If it is not possible for Titeca to provide this information immediately, they will do so progressively.
Titeca shall provide every required assistance for the provision of additional information to the supervisor(s) and/or the data subject(s) whenever necessary.
Titeca shall keep an overview of the facts and consequences of the security breach.
13.8 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.
The client declares and guarantees that, when providing Titeca with personal data for processing:
- the relevant data subjects were adequately informed of their rights and obligations, in particular of the possibility that Titeca 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.
13.9 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 lawfully in the possession of the recipient at the time of the disclosure, as sufficiently demonstrated by the recipient; or
- is received on a non-confidential basis from third parties after the disclosure by the recipient.
Titeca 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 shall inform any staff acting under their authority and having access to the personal data of the applicable requirements.
If Titeca is required to provide data on the basis of a legal obligation, Titeca shall verify the grounds for the request and the identity of the party making the request. Unless prohibited by law, Titeca 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.