GENERAL CONDITIONS – 01.01.2025
1. Except when among the parties deviating special conditions have been agreed upon in writing, these general conditions apply to all agreements concluded with our Office.
2. Our Office commits itself to carry out the assignments entrusted to it to the best of its capabilities with the required professionalism and experience that can be reasonably expected from the specialist in this field.
3. The Customer commits himself to provide our Office punctually with all required information and to cooperate with it. All fees and costs resulting from the fact that the Customer did not provide us with data and/or documents or did not do so in time or did not do so properly are on account of the Customer.
4. Our Office is entitled to ask advance payments and not to start or continue its performances until after having received the quotation signed for approval and/or the requested advance payments.
5. The VAT as well as all other taxes, transport and customs fees are on account of the Customer. They are not included in the price and will be charged separately.
6.Our Office reserves the right to invoice electronically. If the Customer disputes an invoice entirely or in part, he must inform our Office by registered letter within 14 days of the date on the invoice. Our invoices are payable in our Office within 30 days after the invoice date. If an invoice is not paid in full when due, all other invoices, whether or not due, will be claimable by virtue of law without prior notice of default. For lack of the timely payment of the amount due, statutory interests will be due, by virtue of law and without prior notice of default, amounting to 1% for every new month started. Also, a fixed compensation amounting to 15% of the principal sum with a minimum of 125 EUR will be due.
6bis. In derogation from Article 6, last paragraph, in case the Customer is a consumer and the invoice is not paid in full when due, the provisions of Book XIX of the Economic Code shall apply, and our Office shall send the Customer a first free reminder to pay the amount due within 14 calendar days. If the Customer does not pay within that period, the outstanding amount shall be increased by an annual interest calculated at the reference interest rate increased by eight percentage points referred to in Article 5, second paragraph, of the Law of August 2, 2002 on combating late payment in commercial transactions calculated as from the expiry of the period of 14 calendar days, as well as by a lump-sum compensation of:
a) 20 EUR, if the amount due is less than or equal to 150 EUR;
b) 30 EUR plus 10% of the amount due on the tranche between 150.01 and 500 EUR, if the amount due is between 150.01 and 500 EUR;
c) 65 EUR plus 5 % of the amount due on the tranche above 500 EUR with a maximum of 2000 EUR, if the amount due is above 500 EUR.
7. Our Office is entitled to have its assignments carried out fully or partially by a third person/subcontractor.
8. Our Office is entitled to immediately renounce an assignment when this could affect its independence or upon any conflict of interest and it will in such case inform the Customer about this.
9. Our Office is not compelled to check the correctness, completeness and reliability of the amounts, documents and information of whatever nature submitted by the Customer to our Office.
10. Our Office rejects all responsibility for the use by the Customer of advice given or services rendered by our Office.
11. Our Office is not liable either for the non-observation of the pre-set terms insofar as this is not attributable to a fault of its own.
12. Our Office cannot be held liable for shortcomings and errors made by the Customer or a third party and the Customer will safeguard our Office in full against any claim in this regard.
13. Without prejudice to the above, our Office can only be held responsible insofar as it is proven that our Office committed a serious fault or gross negligence or in case of fraudulent intention.
13bis. In no way, our Office can be held responsible on the basis of extracontractual liability (except in the case of claims for compensation for damage resulting from an impairment of physical or psychological integrity or from misconduct committed with intent to cause damage). If our Office calls upon a subcontractor or any other type of auxiliary person (directors, employees,…) for the performance of our obligations under the agreement, such subcontractors/auxiliary persons cannot be held responsible by the Customer on the basis of extracontractual liability for damages arising directly or indirectly from the performance of the agreement.
14. The liability of our Office is always limited to repairing the contractual, predictable, direct and personal damage incurred by the Customer, excluding all indirect or immaterial damage such as, but not limited to, loss of revenues and profit, loss of customers, loss of contracts. Our liability for our statutory certification assignments is limited as stipulated in article 17 of the law of 22 July 1953. In all other cases, the total liability of our Office is limited to 100,000 EUR.
14bis. The Customer confirms that the Customer is the end client of our Office, and therefore, our Office is not acting as a subcontractor or in the capacity of any other type of auxiliary person in the performance of our obligations under the agreement with the Customer.
If the above is not respected, and hence, if the Customer were to act itself as provider of services in other agreements with third parties (in a strict sense, i.e. any party that is not a party to the agreement between our Office and the Customer) and to rely on our Office and, if applicable, on our subcontractors or any other type of auxiliary person for the Customer’s performance of the services under such agreements, the Customer shall indemnify our Office, our subcontractors or any other type of auxiliary person against any and all extracontractual liability claims that could arise from these agreements.
15. No complaint whatsoever will be admissible if it was not served upon us by registered mail within a term of 8 days as from the discovery of the fault in services rendered.
16. The Customer recognises that our Office is subject to the legislation regarding the prevention of the use of the financial system for money laundering purposes (law of 18 September 2017).
17. Only documents coming from a Partner or an explicitly assigned authorised person are legally binding.
18. Our Office preserves all intellectual property rights regarding the results of its activities.
19. The agreement is concluded for an indefinite term and can be terminated by registered mail by either party at any moment in time, provided that a notice period of three months is observed. All fees and costs up to and including the performances rendered within the scope of the termination of the agreement are paid by the Customer.
20. Any event of force majeure or chance legally releases our Office from all obligations entered into without such giving cause to any compensation for damage whatsoever. If our Office is dependent on subcontractors, this clause also applies upon any event of force majeure or chance affecting them. Are, among others, without being limitative, considered as force majeure: accident, fire, serious material damage, extraordinary traffic nuisance, strikes, internet interruptions, etc.
21. If the Customer is dissolved or if he does not fulfil any of its obligations, such as, among others, rendering no or no adequate cooperation, not submitting the required documents or not paying in time, as well as in the case stipulated in article 8, our Office may, at its own discretion, either suspend the execution of its obligations without prior notice, or fully or partially dissolve the agreement without prior notice and without court intervention. In the event of bankruptcy of the Customer, the agreement with our Office will be terminated without prior notice of default and judicial intervention on the date of the bankruptcy judgment.
22. The fact that our Office at a given moment in time does not enforce the observance of a clause of this agreement, cannot be interpreted as a reneging to do so in the future.
23. The nullity or invalidity of a specific clause (or a part of a specific clause) of this agreement does not affect the validity of the other clauses of the agreement (or the part of the clause not affected by the nullity). The parties will negotiate in good faith about an adjustment of the concerned clause in order to maintain the same economic balance between the rights and obligations of the parties as when the invalid clause would have been valid.
23bis. Our Office reserves the right to amend and/or complement these general conditions at any time if this is required by or convenient due to amended regulations or in case this is required to protect the general legal interests of our Office. In case of amendments and/or additions our Office will notify the Customer. This can be done through the Baker Tilly website. In the absence of written protest within 14 days after notification, the Customer is deemed to have agreed to the amended general terms and conditions, which binds the Customer for the future.
24. The legal relation between our Office and the Customer is subject to Belgian law. Disputes will be exclusively settled by the courts of the seat of our Office.
25. Our Office is an independent member of Baker Tilly International. Baker Tilly International Limited is an English company. Baker Tilly International provides no professional services to customers. Each member firm is a separate and independent legal entity, and each describes itself as such. Our Office does not act as Baker Tilly International’s agent and does not have the authority to bind Baker Tilly International or act on Baker Tilly International’s behalf. None of Baker Tilly International, Our Office, nor any of the other member firms of Baker Tilly International has any liability for each other’s acts or omissions. The name Baker Tilly and its associated logo is used under licence from Baker Tilly International Limited.
26. Baker Tilly is subject to the stipulations in the Law of 20 December 2019 which implements the European Directive (EU) 2018/822, and hence in the context of its service provision can be subject to mandatory exchange of information in the field of taxation in relation to cross-border arrangements.