General terms and conditions

CONDITIONS GENERALES

GENERAL TERMS AND CONDITIONS FOR THE PERFORMANCE OF SERVICES BY THE SRL FIDUCIAIRE MONTGOMERY, hereafter referred to as “FMG”

1. General

These general terms and conditions must be regarded as having been accepted in full and without reservation by every contracting party. Unless expressly agreed otherwise, all of our services are subject to these general terms and conditions, which cancel and replace any other provisions to the contrary, with nothing being reserved or excepted.
Any general terms and conditions appearing on the Client´s documents are not opposable to FMG.

2. Term, suspension and termination of the agreement

Apart from special tasks, such as studies and other one-off services, each mission is entrusted for an unlimited term.
The two parties can put an end to the agreement at the close of each financial year, subject to an advance notice of three months commencing on the first day of the quarter following its notification to the other party, by registered letter. Failure to respect this procedure shall give rise to the payment of a compensation equivalent to one quarter’s worth of fees, on the basis of the average of the fees to which FMG was entitled over the preceding 12 months, with a minimum of €250.
Individual missions, by contrast, are deemed to have been concluded for a limited period. The Client may only cancel the mission early in exchange for full payment of the fees that were foreseen for it.
In any case, FMG can cancel the agreement at any time without advance notice period and without compensation when reasons make continuation of the collaboration impossible, i.e.:
- circumstances endangering the independence of the Professional - one or more manifest breach(es) by the Client of its own obligations (failure to provide documents, communication of erroneous data, etc.)
- in case of bankruptcy, failure or dissolution proceeding of the Client
- at the order of government authorities
- in cases of force majeure. This option is fulfilled without affecting FMG´s right to obtain indemnification for the damage suffered.
In case of non-execution, inadequate execution or late execution by the Client of one or more of its obligations, for example in the event of non-payment of the fees or advances, FMG is entitled to suspend or postpone execution of its obligations until the Client shall have fulfilled its own.
If, after the start of the suspension or postponement of performance, legal acts that are urgent and necessary for safeguarding the Client’s rights must be performed, and for which FMG was commissioned, FMG shall report this to the Client. All of the costs and charges resulting from the suspension or postponement shall be borne by the Client.
If the Client has not regularised its situation within a period of 1 month after the suspension, FMG reserves the right to cancel the Agreement at the Client´s expense.
It is understood that the documents in FMG´s possession shall be returned to the Client or to its authorised agent at the end of the mission. If the Client does not recover said documents within a month, FMG will send them by registered mail to the Client, at the risks of the Client. The mailing costs will be invoiced at €100 excl. VAT. The Client expressly accepts that no document will be preserved by FMG.

3. Liability

FMG cannot be held liable for inaccuracies resulting from erroneous information or the absence of information, which are transmitted to it by the Client or a third party, notably:
- The documents established by FMG - such as notably the annual accounts, the tax declarations and their annexes - are based on the figures and information furnished by the Client. FMG’s mission does not include any auditing of the data that are provided to it, and it cannot be held liable for errors and breaches committed in this regard. It therefore does not form the object of any attestation or certification on its part in this area, unless express stipulation was made thereof in the mission letter signed between the Client and FMG.
- FMG is bound only by a best-efforts obligation in the execution of its works and services.
The Client undertakes that the information contained in the documents that it transmits is accurate, complete and relevant. The Client undertakes to provide to FMG, in good time and at first demand, all documents, data and information necessary for the execution of the mission.
No liability will be incurred by FMG for any harm resulting from a late filing of documents or resulting from incomplete or erroneous documents, if the Client failed to respect the above-mentioned obligations.
FMG shall take all steps in order to inform its Client in the event of circumstances not allowing it to perform the services demanded within the required period, so that the latter may take any adequate measures necessary. In so far as FMG took every normal measure in these circumstances, it shall bear no liability whatsoever in the event of delay or breach due to these circumstances.
FMG´s liability is limited to the amount of the intervention of its professional insurance.
In the event that, for any reason, the insurer does not provide indemnification, all liability will be limited to 1.5 times the amount invoiced for the execution of the mission in question.
When a recurrent mission is involved, this multiple will apply to the amount of the fees invoiced to the Client during the twelve-month period preceding the generating event of the damage, or since the beginning of the mission if this period is less than one year.

4. Fees

The fees are calculated on the basis of the time worked by the partners, employees and subcontractors of FMG, or on a lump-sum basis, as a function of the levels of competence and responsibility required.
In the event that the circumstances of the mission prove to be different from the assumptions used when estimating the fees, or when other facts beyond FMG’s control occur, so that additional works, exceeding those on the basis of which the fees were estimated, prove to be necessary, FMG can adjust its fees, even lump-sum, accordingly.
The invoices are payable at the registered office of FMG in cash and without discount and FMG is released from any obligation to give formal notice.
Any fee invoice that remains unpaid at the close of this procedure will be increased ipso jure by a lump sum of 15% of its amount VAT included by way of damages for administrative costs of checks, verifications and reminders, with a minimum of €375. In case of insolvency of the Client, the contract that binds it to FMG is automatically dissolved and FMG is released from all obligations that may derive from this contract. The Client is deemed to be insolvent when it is in bankruptcy, when invoices owed to FMG remain unpaid for more than three months or when, engaged in a judicial reorganisation proceeding, it has ignored the call for payment sent by FMG by registered letter, inviting it to settle the outstanding invoices within a period of fifteen days.
In order to be valid, any complaint relating to the invoices must be addressed by registered letter to FMG within fifteen days of their date of issuance, under penalty of forfeiture. Once this deadline has passed, the invoices are deemed to have been definitively and irrevocably accepted.
Moreover, all sums owed give rise - as of their due date and without prior notice - to late-payment interest at the rate set in execution of the Law of 02.08.2002 on combating late payment.
The provisions form the object of a monthly or quarterly statement of fees prepared at the beginning of the month or quarter. These provisions cover the work performed by FMG during the month or quarter in progress.
There is agreed a contractual setoff clause within the meaning of art. 14 of the Law of 15.12.2004, i.e. that any claim or debt held by FMG against a third party is automatically set off with any claim or debt held by the same third party against FMG. The issuance of any rectified document of an invoice issued by FMG is strictly prohibited without FMG’s formal agreement.

5. Fees in case of end of collaboration

In case of termination in accordance with the terms of article 2 of these general terms and conditions, FMG shall return the complete file with a draft fiscal balance sheet for the closed financial year. The specific services for transferring the file will be invoiced on a cost-plus basis.
The fees relating to the services performed during the advance notice or closure period shall form the object of a provision paid at the beginning of the advance notice period. The final settlement, once the mission has been completed, will be established on the basis of an invoicing at the hourly rates in effect during the advance notice period.

6. Prohibition on poaching

During the entire term of the agreement, as well as during a period of twelve months after its end, and regardless of the reason for the cessation of the relationship, the Client and the Professional expressly undertake not to hire, directly or indirectly, any member of the personnel or independent collaborator of the other party involved in the execution of the agreement, nor to have them perform works, directly or indirectly, notably via some other natural person or legal entity, except with the prior written consent of the other party. Any violation of this prohibition shall give rise to a lump-sum compensation of an amount of €25,000, without prejudice to FMG’s right to seek a higher amount in court.

7. Intellectual property

FMG preserves any copyright and all other intellectual property rights on everything that is developed before or during the course of the mission, including on the methodologies, softwares and know-how. FMG also preserves all copyrights and all other intellectual property rights bearing on all of the reports, written opinions, working documents, files and other documents provided to the Client within the framework of the mission, including the documents and files in electronic form. Any violation of this prohibition shall give rise to a lump-sum compensation of an amount of €5,000, without prejudice to FMG’s right to seek a higher amount in court.

8. Combating money laundering and corruption

Under the national and European laws on combating money laundering, FMG requires certain information and documents from the Client. The Client undertakes to provide the information requested and to keep FMG promptly informed of any modification of these documents and information. In the event that the information or documents were not satisfactorily provided in response to the request of FMG within a reasonable period, FMG may not be able to perform or continue performing the services. The parties undertake to respect all of the applicable laws and regulations that prescribe, prohibit or penalise acts of corruption and related criminal acts, in all of their transactions or relations whatsoever relating to the present Agreement and the services performed within the framework of the present Agreement or otherwise, in whatever form and whatever manner.

9. Processing of personal data

The undertakings relating to the processing of personal data can be consulted via the following link: http://www.fmg.be/gdpr.php

10. Jurisdiction

In case of dispute, after fulfilment of the formalities prescribed by the Institute for Tax Advisors and Accountants, the Business Court of Walloon Brabant alone shall have jurisdiction. The parties expressly agree that any dispute shall be dealt with exclusively in French. In case of conflict between different language versions of our general terms and conditions, the French version shall prevail. The latter version is available on our site www.fmg.be or on request. If any of the provisions of the Agreement or of the general terms and conditions is judged to be inapplicable by a court, said provision shall have no effect on the other provisions, but the inapplicable provision shall be deemed to be modified in such a way that it does not exceed what is necessary for it to be applicable, while preserving as far as possible the intention of the parties set forth in this provision.