General Terms and Conditions of Partnership

1.    – APPLICATION AREA

The present partnership terms and conditions apply to the contractual relationship between SBB Accountants & Counselors and the client. Deviations have to be explicitly accepted by both parties in writing. 

In the event of a contradiction between the content of the present terms and conditions and the accepted offer, the accepted offer shall prevail. 
In the event a stipulation of the terms and conditions is void, these terms and conditions shall remain valid and applicable for the remainder. 

The terms and conditions of partnership may be amended from time to time. In case of substantial changes, SBB shall inform the client in advance, after which the client has the option to terminate the agreement.

SBB Accountants & Counselors consists of SBB Business Services LLC, having its office at 3000 Leuven, Diestsevest 32 bus 1A, corporate number 0420170841 as well as SBB Certified Accountants and Advisors LLC, having its office at 3000 Leuven, Diestsevest 32 bus 1A, corporate number 0459609556. Both are recognized certified tax accountant companies, known under the ITAA numbers 50.709.273 and 50.709.374. SBB Accountants & Counselors will hereinafter be referred to as “SBB”.

2.    – OBJECT AND THE AGREEMENT COMING INTO EFFECT

The offer accepted by the client includes a description of the assignments and work SBB shall perform for the client and the terms and conditions to be complied with. Therefore, the accepted offer determines the precise content of the contractual relationship between SBB and the client. 

Unless otherwise stated in the offer, the agreement between SBB and the client comes into effect and starts when SBB receives the offer signed by the client and the offer is countersigned by SBB. The agreement will still not be concluded if, when going through the client-acceptance procedure required by SBB as an accounting firm, it becomes apparent within one month after signing the engagement letter that SBB may not accept the client. In this case, the client will be notified by e-mail that the agreement is terminated.

3.    –  RIGHTS AND OBLIGATIONS OF THE PARTIES WITH REGARD TO DATA MANAGEMENT

3.1.    Information provided by the client

The client agrees to:

• provide SBB with all documents, data and information necessary to perform the assignment in a timely manner, even if this information is provided by third parties. The content of the information and documentation is always correct and complete. Upon simple request by SBB the client confirms in writing that the data/documents/informations provided are complete and correct;
• provide the required data in a correctly organized and structured manner;
• perform timely and correctly the preparatory work that may have to be done based on the accepted offer;
• promptly inform SBB in writing of any fact, event or development that may affect the execution of the assignment;
• verify that the documents and records drawn up by SBB meet his expectations and correspond with the information he provided, and if this is not the case, inform SBB without delay. If the client fails to inform us, SBB shall be exempt from any responsibility for failure to comply with any legally imposed deadlines, regulations and agreements for the execution of tax, social or other formalities that fall within the contract.
• provide SBB with correct, accurate and up-to-date information, as well as any subsequent changes thereto that may involve a modification of the consultant's assignment and, in particular and without being exhaustive, with regard to a significant change in his financial situation, his financial resources,  and his ultimate beneficial owners, at the latest within a period of 2 weeks from the date when the client becomes aware of this information or changes it.

In preparing the client’s annual financial statements, SBB does not perform a compilation engagement. SBB does not verify the accuracy or completeness of the information provided by the client and does not carry out any audit or review procedures that could result in an opinion or conclusion regarding the fair presentation of the annual financial statements.

Failing to submit the documents and data or late or incorrect submission of the documents and data may lead to extra fees and expenses, as stated below. Additionally, SBB cannot be held responsible for any penalties if the legal deadlines cannot be met. 

SBB has the right to suspend or postpone the execution of its services for the client until the client has fulfilled the obligations set out in article 3.1, without the client being entitled to any compensation. All costs and charges (including fines and damages) arising from the suspension or postponement shall be borne by the client. SBB also retains the right, under all circumstances, to payment of fees and expenses related to the work already performed. The suspension or postponement of SBB’s obligations does not affect SBB’s right to terminate the agreement with immediate effect in the cases provided for in article 8.4 of this agreement.

If the scope of work includes the preparation of quarterly VAT returns, all the proper records will have to be sub- mitted to SBB at the latest on the 6th day of the month following the quarter to which the return relates. This means that these documents have to be submitted before January 6, April 6, July 6 and October 6. In case these documents are not submitted in a timely manner, SBB will no longer guarantee a timely execution and as a result the client will be liable for any consequential damages. Also, for the monthly returns the proper records will have to be submitted to SBB each time at the latest on the 6th day of the following month. 

3.2.    Accurate and complete books and records

The execution of the assignment does not specifically focus on the identification of any fraud.

Unless otherwise stated, SBB is neither required to verify the accuracy and completeness of the information the client - or their representative(s) - submits to them nor the reliability of the deeds, contracts, inventories, invoices and documentary evidence of any kind the client entrusts them with or presents to them as evidence or documents to serve as such.

3.3.    Client file, record-keeping and mandate management

As part of work performed for the client, SBB keeps its own (electronic) job records of all relevant documents and data.
This means that all relevant documents will be digitalized and added to the client records. The original documents will be returned to the client after digitalization who shall keep the records as required by law. 

The granting of a mandate for a government portal does not imply that SBB is automatically obliged to perform the underlying assignments or formalities. SBB’s services are always limited to the assignments and activities expressly included in the engagement letter.

3.4.    Confidentiality and professional secrecy

SBB is obliged to observe professional secrecy in accordance with the legislation in force, subject, however, to the provisions of the legislation and regulations on the prevention of the use of the financial system for the purpose of money laundering and the financing of terrorism.

Professional secrecy relates to everything SBB gains knowledge of because of or through the exercise of the profession: any written and verbal, confidential communications, the correspondence, the telephone calls, the exchanged notes as well as the correspondence which is sent to a third party under the mandate granted.

SBB is exempt from professional secrecy as governed by the provisions of the legislation on the prevention of the use of the financial system for the laundering of money and the financing of terrorism. The client confirms that he is aware of the fact that SBB is subject to the law on the prevention of the use of the financial system for the purpose of money laundering and the financing of terrorism, and he undertakes to provide SBB immediately with all information and/or documents required within the context of this legislation.

Are not covered by the professional secrecy: the filed accounting documents and the prepared and filed annual accounts as well as other documents referring to the justification of the preparation of the accounts.

External certified accountants and certified tax advisor are required to report all facts, identified in the exercise of their professional activity, to the Belgian Financial Intelligence Processing Unit which they know or suspect to be related to money laundering or terrorist financing; they have to provide information to this Unit when further questions are asked under penalty of sanctions if they do not do this.

SBB is required to observe secrecy towards third parties that are not involved in the implementation of the agreement. This secrecy concerns all information of a confidential nature provided by the client and the results obtained by processing.

SBB is not entitled to use the information provided by the client for another purpose than intended, unless for the anonymous, internal processing of numerical data as shown in the next paragraph.

SBB is entitled to use numerical results obtained after processing for statistical or comparative purposes, to the extent these numerical results cannot be traced to individual clients.

3.5.    Obligation to report cross-border tax arrangements

In accordance with the legislation, SBB must report certain cross-border tax arrangements to the tax authorities. If SBB believes that such a reporting requirement exists, we shall inform the client in advance. If the client objects in writing with the intention of reporting such arrangements, SBB shall inform the client with regard to the actions the client must take. If the client subsequently decides not to take action, this shall in no way jeopardize the liability of SBB. 

4.     – EXECUTION OF THE ASSIGNMENTS

SBB shall perform the agreed work to the best of its ability, in complete independence and with due professional care under a best efforts obligation. 
SBB shall perform the tasks entrusted to them as a qualified expert who, because of its title of certified accountant and tax consultant, offers all required guarantees concerning competence, independence and professional righteousness. SBB shall make sure that the services are rendered in accordance with the ethical and other professional standards of ITAA (Institute for Tax Advisors and Accountants), taking into account the relevant legislation and regulations in effect at the time of the execution of the agreement. SBB cannot be held responsible for consequences of any subsequent changes – possibly with retroactive effect – to these laws and regulations. 

SBB shall never be held liable for any action that is contrary to or incompatible with the applicable regulations. SBB shall under no circumstances interfere in the management of the client's company, which is solely responsible for the strategic choices and the subsequent results. The client accepts that SBB may deploy any employee or subcontractor for the performance of the contract.

Unless explicitly stated otherwise in the engagement letter, SBB does not undertake to fulfil any legal or contractual obligation of the client, nor to assume any responsibility regarding the client’s activities or operations. 

5.    – BAN ON STAFF POACHING

SBB and the client undertake not to hire any staff members or self-employed employees of the other party either directly or indirectly or to have hem carry out work either directly or indirectly out of the scope of the partnership between SBB and the client without the prior written con- sent of the other party throughout the duration of the partnership and for a period of 12 months after its termination, regardless of the reason for termination. 

Any violation of this prohibition will result in a one-time lump sum indemnification of 25,000 EUR.

6.    –  FEES

The fees and costs are determined as stipulated in the letter of engagement of which the present general terms and conditions form an integral part.
The fee is never defined by the result of the assignment given to SBB.

To the extent changes or additions are made to the scope of work, additional assignments will be charged at the usual rates.

6.1 For subscription files (not applicable to performance-based files)

The costs and fees are due at agreed regular intervals, even if the assignment is not necessarily terminated.

The charges and fees may differ from the amounts included in the accepted offer to the extent that additional fees or costs are to be charged, either because of supplementary services which, as such, are not included in the accepted offer, or which are the result of the failure of the client to provide the requested information correctly and timely.

6.2 For performance-based records (not applicable to subscription records)

The costs and fees shall be as specified in the accepted offer and are determined on the basis of hours worked. 

The costs and fees are due as the work on behalf of the client is executed, even if the assignment is not necessarily terminated. 

SBB is always entitled to request advance payments, which are of course included in the final statement of costs and fees. 

6.3 Contribution relating to costs for digitalisation, security and data storage 

A fixed amount will be invoiced to the client per calendar year to cover the costs for digitalisation (such as access to the digital customer portal, digital signing of documents, the management of mandates for the various authorities, etc.), access and data security, and the storage and archiving of the digital dossier. This amount may be adjusted annually and is non-refundable.

6.4 Annual indexation

The fees for the performances specified in the accepted offer are valid for one year and may be indexed on January 1 based on objective indexation criteria. These include f.e. developments in labour costs, software costs, and other structural costs that affect our services. The client will be informed in writing in advance about the indexation to be applied for the upcoming calendar year.

7.    – PAYMENT TERMS

Invoices and fee bills are payable within 30 calendar days after the invoice date. Client companies will receive the invoices by e-mail. If they indicate that they wish to receive the invoice in paper version by post, an additional administrative cost of 4 euros will be charged per invoice.

Any unpaid invoice shall legally and without notice bear a conventional late payment interest from the due date, which maximally equals the interest rate as provided in article 5 of the Arrears Act, plus 3%. If the invoice remains unpaid, the amount due shall be increased further by 10% of the invoice amount or minimum 50 euros, also legally and without written notice. This increase is regarded as compensation for expenses other than the loss of interest and the actual legal costs. Additionally, all further work for the client will be discontinued from that time onwards, and all other invoices, even the ones that are not due yet, will, without further notice of default, become immediately due.

All invoices and fee bills may be contested by registered mail only within a period of 14 calendar days from the date of dispatch. Said registered letter shall be sent to the ad- dress of SBB’s registered office.

If SBB does not receive a (timely) contestation, it is assumed that the client accepts the invoiced services as well as the entries and calculations included in the in- voice. 

8.    – DURATION AND TERMINATION OF THE AGREEMENT

8.1.    Recurring assignments

A “recurring assignment” means an assignment consisting of consecutive services of a similar nature to be per- formed by certain previously known deadlines.

Unless a time limit is specified in the accepted offer, the agreement for a recurring assignment is deemed to have been entered indefinitely.
Both parties may at any time terminate the partnership provided the termination of partnership is notified by registered mail to the other party. At that time, parties agree mutually on the duration of the notice period, but it may not exceed 3 months. During the notice period, the provisions of these general terms and conditions shall remain in full force and effect.

8.2.    Once-only or separate assignments

“Non-recurring” assignments are regarded as once-only or separate assignments.

Subject to proof to the contrary, the agreement with respect to a separate assignment is deemed to have been concluded for a fixed term. It terminates through the execution of the assignment and, if applicable given the nature of the assignment, through the delivery of the agreed services.

Pursuant to art. 1794 of the Civil Code, the client has the right to terminate the agreement early, provided payment to SBB of the fees and expenses that correspond to the work already carried out. This compensation is calculated on an actual basis, with a minimum of 25 % of the fees that had been due in the event the assignment was completed. 

8.3.    File transfer

Upon termination of the cooperation, the relevant file documents and statutory records shall be transferred to the client.

If the client wants the accounting documents to be printed or if a digital backup of the accounts is required, a fixed amount for expenses of 125 euros (excluding VAT) will be charged.

8.4.    Immediate termination by SBB

SBB may terminate the agreement at any time, without a period of notice and without being required to pay any compensation, if there are reasons that make the continuation of the professional partnership impossible, such as:

• conditions that compromise the independence of SBB,
• conditions that make the execution of the assignment in compliance with professional and ethical standards impossible,
• the apparent shortcoming(s) of the client with respect to their own commitments as described in the present terms and conditions and the accepted offer,
• in the event of bankruptcy, insolvency proceedings, dissolution proceedings, a collective debt settlement or apparent insolvency of the client. The reasons justifying the immediate termination of the agreement must be communicated to the client. Depending on the circumstances, SBB may precede its decision by a warning or a reminder to the client.

The agreement shall automatically terminate upon the death of the client if the client is a natural person, unless the heirs indicate within two months after the death that they wish to continue the agreement.

8.5.    Immediate termination by the client

The client may at any time, without giving due notice and without paying damages, terminate the agreement, if SBB apparently fails to keep its own commitments, as described in the present terms and conditions and, where appropriate, in the accepted offer. 

Anyway, the client shall precede this decision by a registered notice of termination to SBB. 

The replacement of the person responsible for executing the assignment can under no circumstances be invoked by the client as a legitimate ground for termination of the agreement. Upon termination of the agreement, all books and documents belonging to the client shall be made available to the client or their authorized representative by means of a dated and signed inventory, drawn up in as many original copies as there are parties.

8.6.    Costs and fees due upon termination

Described in the cases below from 8.1. through 8.5., SBB shall always be entitled to the payment of fees and costs related to the work done and services rendered. SBB will compare the services already provided in the current calendar year with the subscription instalments already paid for. If the services actually provided exceed the amount of the instalments already paid, a final invoice will be drawn up for this work. In the opposite case, a settlement in favor of the client shall be refunded. 

9.    – PROFESSIONAL LIABILITY

Under general law, SBB’s liability can only be challenged for assignments that have been proved to be accepted by them.

SBB has its professional civil liability covered by an insurance contract approved by the Board of the Institute and in accordance with the legislation in force.

The client agrees that the recovery of damages caused by the non-performance of a contractual obligation by SBB or an auxiliary is the sole ground for a contractual liability claim against SBB. No extra-contractual liability claim can be brought against SBB or SBB's auxiliary, even if the event giving rise to the damage also constitutes a tort that could give rise to an extra-contractual claim.   

The liability of SBB to the client with regard to performed assignments shall in any case be limited to the amount SBB’s professional liability insurance entitles to, including the deductible which SBB possibly carries under that insurance.

If, for whatever reason, the liability insurer of SBB does not pay out, all liability of SBB shall be limited to 5 (five) times the amount of the invoiced fee for the execution of the assignment. 

If it concerns a recurring assignment this factor of 5 shall be applied to the amount of the invoiced fees that cf. the accepted offer is applicable to the performed (partial) assignment.  SBB shall only be liable for compensation for the net damage suffered by the client.

The limitation of liability does not apply when the liability is due to an error committed fraudulently or with the intent to harm. Consequently, this limitation is expressly applicable to any liability resulting from all other errors for which SBB or the auxiliary would be liable.

If it appears that 2 or more claims are the result of one and the same mistake, they shall be regarded as one liability case, and the liability shall thus be limited to the greater of the amounts applicable to the assignments or agreements in question.

Unless otherwise stipulated by statutory law, the damage resulting from, among other things but without being exhaustive, (a) loss of profits, goodwill, business opportunities or expected savings or benefits, (b) loss of or damage to data or from (c) indirect loss or damage, shall under no circumstances give rise to any right to compensation.

The client is solely responsible for the protection of their assets and for the prevention and detection of fraud, errors, and non-compliance with applicable laws and regulations. SBB can under no circumstances be held liable for any damage resulting from or related to fraudulent or negligent acts or omissions, false statements, or failures by the client or their representatives, employees, directors, directors, contractors, agents, or by any affiliated entities or their representatives, employees, directors, contractors, or agents, or by any third party.

Any claim for damages from the client at SBB’s expense shall expire by law, if it is not reported by a registered notice of default within a period of 6 months, after the facts on which the claim is based were known by the client or reasonably could have been known. 

10.   – FORCE MAJEURE

No party shall be held liable to the other(s) for any failure to perform its obligations if such failure results from circumstances beyond its reasonable control. If such circumstances persist and prevent a party from fulfilling its obligations for an uninterrupted period of 30 days, either party shall have the right to terminate the agreement by giving a written notice of termination with a notice period of 15 days, at any time after the expiration of the 30-day period.

11.    – ELECTRONIC COMMUNICATION

Parties acknowledge that the use of electronic communication devices involves (limited) risks. Parties acknowledge that the use of electronic communication devices involves (limited) risks. During the provision of the services, the parties may communicate electronically. SBB is entitled to conduct all communication with the client entirely digitally. Parties shall not hold each other responsible for damage that may result from the use of electronic communication devices by either one or both of them. This also applies to SBB’s use of electronic communication – in whatever form – while dealing with third parties, including the administrative authorities. Parties shall do or fail to do what may be reasonably expected from each of them to prevent these risks from happening.

SBB is allowed to use the electronic signature system within the limits of what is provided by law. Unless expressly agreed otherwise, SBB is entitled to unilaterally determine the type of electronic signature to be used in the context of the engagement it has been entrusted.

12.    – SEVERABILITY

The invalidity, illegality, or unenforceability of one or more provisions of these general terms and conditions, or of any agreement governing the legal relationship between the parties, shall in no way affect the validity and enforceability of the remaining provisions. In such a case, the parties shall consult with each other to agree on a replacement provision that, in terms of content and intent, most closely reflects the invalid, illegal, or unenforceable provision, taking into account the original intent of the parties.

13.    – APPLICABLE LAW AND DISPUTE SETTLEMENT

The interpretation and implementation of the partnership shall be exclusively governed by Belgian law. Any dispute of whatever nature falls within the jurisdiction of the courts of Leuven.