General terms and conditions

• Article 1

  

  These general conditions apply to all services provided by B.F.S. SA (hereafter "B.F.S.. ") to its clients. The present general conditions are brought to the attention of the clients, firstly, by their addition to the engagement letter, and secondly, by their insertion on the back of the invoices with a reference to the front of the invoice mentioning the terms "general conditions on the back". A copy of these general conditions is also available on the company's website: www.BFS.be. Consequently, each time a client calls upon the services of B.F.S., he/she is deemed to have read these general conditions and to have accepted them without reservation.

  In accordance with general law, B.F.S. can only be held liable for assignments that it can be shown to have accepted.
  
  

  In the absence of a clause to the contrary in the engagement letter, the agreement is concluded and takes effect:

  • either when B.F.S. receives the engagement letter, signed by the client, and countersigns it in turn;
  • or at the time when B.F.S. begins to carry out the assignment, at the client's request, when this execution begins at an earlier time.
    

  If B.F.S. has not yet received the engagement letter signed by the client, all professional relations between the parties shall in all cases be subject to these general conditions and to the engagement letter, provided that these contractual documents have been delivered to the client either by post, fax, e-mail or in person.

• Article 2

  

  Any contrary general conditions of the client shall only be applicable subject to express, prior and written acceptance by B.F.S.. Unless a more recent version is published or communicated by B.F.S. in any form, these general conditions shall also apply to all future relations between the parties. Except in the event of publication or communication by B.F.S. of a more recent version, any addition, modification or derogation must be expressly accepted in advance in writing by B.F.S..

• Article 3

  

  Even if the client contracts with a particular B.F.S. employee, the contract shall be deemed to exist between the client and B.F.S. and B.F.S. shall be free to decide on the assignment of the various tasks to a particular employee or the replacement of one employee by another, without the client being able to object. However, B.F.S. will endeavour, as far as possible, to allocate assignments according to the client's preferences.

• Article 4

  

  If necessary, B.F.S. may, at its discretion, call upon lawyers, notaries, certified public accountants, auditors or other external advisors in the performance of its assignment. However, where the cost of such external advice is likely to exceed the amount of EUR 1,000 (one thousand euros), B.F.S.. shall obtain the prior consent of the client, which may be oral and tacit.

• Article 5

  

  B.F.S. undertakes to carry out the assignments entrusted to it within reasonable deadlines and, in the event of specifically agreed deadlines, to make reasonable efforts to meet them. B.F.S. shall not in any event be held liable in the event of deadlines being exceeded for reasons attributable to the client, third parties or force majeure.

• Article 6

  

  A "recurring assignment" is defined as an assignment consisting of successive services of the same nature that must be performed within a previously-known timeframe.

  Unless a time limit 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 the agreement at any time under the following conditions:

  • the termination must be notified to the other party by registered mail;
  • a three-month notice period must be given.
    

  This period may, at the client's option, if he/she initiates the notice period, be replaced by a flat-rate termination fee equal to 25% (twenty-five percent) of the fees corresponding to the services usually provided by B.F.S. on behalf of the client (or comparable client), for a full accounting period or, if applicable, a calendar year.

  During the period of notice, the provisions of the engagement letter and these general conditions remain in force.
  

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

  "Non-recurring assignments" are defined as all assignments that do not meet the definition of "recurring assignment" set out above.
  

  In the absence of evidence to the contrary, an agreement for a non-recurring assignment is deemed to be concluded for a fixed term.

  It ends with the execution of the assignment and, if applicable in view of the nature of the assignment, with the delivery of the agreed services.
  

  Pursuant to Article 1794 of the Civil Code and, where applicable, by way of derogation from Article 2004 of the Civil Code, the client shall be entitled to terminate the agreement in advance, subject to payment to B.F.S.:

  • of expenses and fees for work already carried out;
  • of everything that B.F.S. could have earned if the assignment had been executed.

  This compensation is calculated on an actual basis, with a minimum of 25% (twenty-five percent) of the fees that would have been due in the event of full execution of the assignment.
  

  At the end of the agreement, all books and documents, which are the property of the client, are placed at the disposal of the client or its authorised representative.

• Article 7

  

  All B.F.S. employees are subject to professional secrecy. All letters, opinions and advice sent by B.F.S. to the client are sent on the express condition that the client respects confidentiality. The client may only pass on the content to third parties with the express, prior and written consent of B.F.S..

• Article 8

  

  The letters, opinions and views emanating from B.F.S. are protected by intellectual property law and may only be used or reproduced with the express, prior and written consent of B.F.S.. They are specific to a given client and situation and cannot be transposed to other situations or persons without further analysis by B.F.S..

• Article 9

  

  B.F.S. is bound by an obligation for best endeavour and carries out the assignments entrusted to it independently and with the necessary care.

  B.F.S. shall ensure that the services are provided in accordance with the ethical and other professional standards of the Institute, taking into account the legislation and regulations in force at the time the agreement is executed.
  

  B.F.S. cannot be held responsible for the consequences of any subsequent changes (with or without retroactive effect) to these legal and regulatory provisions.
  
  Nor is it responsible for the consequences of any shortcomings, faults or infringements committed.

  The execution of the assignment is not - unless otherwise agreed - specifically geared towards the discovery of possible fraud.

  Unless otherwise stipulated, B.F.S. is not obliged to verify the accuracy and completeness of the information communicated to it by the client or its agents, nor the reliability of all deeds, contracts, inventories, invoices and supporting documents of any kind entrusted to it or presented by the client as evidentiary documents or to be used as such.

  Within the framework of the assignment incumbent on certified public accountants, as provided for in Book XX of the Economic Law Code, the client is obliged to inform B.F.S. of any general delay in payment by its creditors or of its excessive indebtedness within 15 days of their discovery.

• Article 10

  

  B.F.S.'s liability, both contractual and extra-contractual, for any material or immaterial damage, such as intangible loss, production damage, loss of time, loss of data, etc., caused to the client shall be limited to the amount of the guarantee provided by B.F.S.'s professional liability insurance.

  The amount applicable in each case shall be communicated by B.F.S. to the client at the client's first request. The client shall indemnify B.F.S. against any recourse by a third party that may be brought as a result of the performance by B.F.S. of an assignment on behalf of the client, except in the event of fault on the part of B.F.S..

  In the event that, for any reason, the insurer does not pay any compensation, any liability shall be limited to twice the amount invoiced for the performance of the assignment concerned. In the case of a recurring assignment, this multiple will apply to the amount of fees invoiced to the client during a period of twelve months preceding the event giving rise to the damage, or since the beginning of the assignment if this period is less than one year.

  These limitations also apply to claims which may be directed by reason of the execution of the assignment against all persons, partners, managers and/or independent staff, who are insured according to the meaning of the insurance contract.

  They will not apply only where the liability arises from fault committed with fraudulent intent or with malice aforethought.

  Consequently, these limitations shall expressly apply to any liability arising from any other fault for which the professional, its partners, managers and/or independent staff are responsible.

  Where it appears that two or more instances of damage result from the same fault, they will be considered as constituting a single instance of liability, and liability will therefore be limited to the highest amount applicable to the assignments or agreements concerned.

  Unless otherwise required by mandatory law, no compensation shall be paid for damages resulting from (a) loss of profit, goodwill, business opportunities or anticipated savings or benefits, (b) loss or corruption of data or (c) consequential loss or damage.

• Article 11

  

  Unless otherwise agreed between the client and B.F.S., B.F.S.shall invoice its services and expenses on the basis of its usual rates, which shall be adjusted each year to the evolution of prices and the market, without prior notice. B.F.S. reserves the right to demand payment of a deposit before the performance of any service.

• Article 12

  

  Unless otherwise agreed, all B.F.S. invoices are payable on the due date indicated on them. In the event of late payment, B.F.S. reserves the right to suspend all services provided by its collaborators until full payment has been received. The employees of B.F.S. shall suspend their services not only with regard to all the cases of a client who is in default of payment, but also with regard to all other cases that are economically and/or legally and/or managerially linked to the said client.

  B.F.S. shall in no case be held liable for any direct or indirect damage caused by the suspension of its services.

  Any delay in payment will automatically, without the need for any formal notice, result in the application of administrative fees of a fixed amount of 25.00 EUR and a contractual indemnity, the amount of which is fixed at 10% of the unpaid amounts, with a minimum of 250.00 EUR. Payment or exchange fees are at the expense of the client. Any dispute regarding an invoice must be addressed to B.F.S., by registered post, within 15 days of receiving the invoice. In the absence of such, the invoice will be irrevocably deemed as accepted.

• Article 13

  

  If, after the conclusion of the agreement, unforeseeable or unforeseen circumstances arise which make its execution by B.F.S. more difficult or more expensive, B.F.S. shall be entitled to suspend it or adjust its fees accordingly.

• Article 14

  

  In any case, B.F.S. may terminate the agreement at any time without notice and without compensation, when reasons make it impossible to continue the professional collaboration, such as:

  • circumstances jeopardising the independence of the professional;
  • circumstances that make it impossible to carry out the assignment in accordance with professional and ethical standards or anti-money laundering standards;
  • manifest failure(s) by the client to comply with its own obligations, as described in these general conditions and in the engagement letter or otherwise;
  • in the event of composition with creditors, judicial reorganisation proceedings, dissolution proceedings or insolvency of the client.

  The reasons for the immediate termination of the agreement must be communicated to the client.
  

  Depending on the circumstances, B.F.S. may precede its decision with a warning or a formal notice to the client.
  

  When terminating the agreement, B.F.S. shall, as a courtesy, inform the client of the urgent legal acts necessary for the safeguarding of its rights that must be carried out and for which it was given the assignment, without any liability on the part of B.F.S.

  In the event of the client's bankruptcy, the agreement shall be cancelled by operation of law.

  The client may terminate the agreement at any time, without notice and without compensation, if B.F.S. remains manifestly in default of its obligations, as described in these general conditions and, where applicable, in the engagement letter.
  

  In all cases, the client shall give B.F.S. written notice of its decision.

• Article 15

  

  The client undertakes, both during the term of this agreement and for a period of 24 months (twenty-four months) following its termination, not to approach, directly or indirectly, any person employed by, or delivering services to, B.F.S., with a view to the employment of that person either by the client or by a third party, or with a view to having services delivered by that person, either for the client or for a third party, and not to do anything that would have the effect of modifying or terminating the employment contract or the professional collaboration with B.F.S. or that would encourage that person to terminate his/her contract with B.F.S..
  

  In the event of a breach of this provision, the parties agree that B.F.S. shall be entitled to claim outright damages equivalent to one year's gross salary or gross remuneration of the person employed by or providing services to B.F.S., but not less than EUR 50,000 (fifty thousand euros) per infringement, without prejudice to the right to claim additional damages to cover actual losses incurred and loss of profits.

  The client shall be responsible for the compliance of its employees or agents with the above-mentioned obligation for the non-solicitation of employees in relation to B.F.S..

• Article 16

  

  Belgian law is applicable to the relationship between B.F.S. and the client. In the event of disputes, the courts of Brussels, ruling in French, shall have exclusive jurisdiction.

• Article 17

  

  In the event that one of the clauses or part of one of the clauses of these general conditions is declared null and void or unenforceable, all other clauses shall remain in force.

• GDPR Charter:

  

  BFS declaration:

  PURPOSE AND METHOD OF PROCESSING PERSONAL DATA

  The personal data provided by the data subject (“Data”) will be processed for the following purposes:

  • Accounts analysis – accounting
  • Annual accounts
  • Financial management
  • Income tax returns
  • Corporation tax returns
  • Tax appeals
  • Tax and legal consultation
  • VAT returns
  • Declaration of indirect taxes
  • Contributions
  • Audits
  • Company reorganisation
  • Legal formalities

  The data for each of the purposes listed above can be processed on paper, automatically or electronically, namely by standard letter or email, telephone (e.g. automated calls, text messages), fax or any other data processing channels (e.g. websites, mobile phone apps).

  DATA CONTROLLER AND DATA PROTECTION OFFICER

  The Data Controller is Mr Ralph Troisfontaine. The data subject can contact the data protection officer and the company in relation to these matters at the following email address: rtr@bfs.be.

  DATA RETENTION

  The data processed to provide the service, and for customer satisfaction reasons, will be retained by the company for the period considered strictly necessary for these purposes. Moreover, the data processed to provide the service can be held for a longer period in order to handle any complaints received relating to the provision of the service.

  RIGHTS OF THE DATA SUBJECT

  The Data Subject has the following rights:

  1. Right of access, i.e. to obtain from the company confirmation that the data are being processed and, if not, to access them;
  2. Right to rectification and erasure, i.e. the right to have incorrect data corrected and/or incomplete data included or data erased, if there are legitimate reasons for doing so;
  3. Right to restrict processing, i.e. the right to request the suspension of processing, if there are legitimate reasons for doing so;
  4. Right to data portability, i.e. the right to receive the data in a structured, commonly used and legible format, and the right to send the data to another data controller;
  5. Right to object, i.e. the right to object to the data being processed if there are legitimate reasons for doing so;
  6. Right to contact the competent data protection authority in the event the data are processed illegally.
  7. Right to be forgotten: any individual may demand that their data are deleted and also that they are no longer published or processed.

  To exercise any of the aforementioned rights, the data subject should write to B.F.S., FAO Mr Ralph Troisfontaine, or via the following email address: rtr@bfs.be

  OTHER SUBJECTS PERMITTED TO PROCESS THE DATA

  The data may be sent to third parties in order to meet certain legal obligations, to comply with orders from public authorities or to exercise a right of the company in court proceedings.

  STANDARD TERMS OF SERVICE

  We abide by the code of professional ethics of the I.E.C. (Belgium’s institute of accountants and tax advisers) that is based on the principles of competence, independence, probity, discretion and professional secrecy.