I. – SCOPE
These terms and conditions apply to all business relations between Reynders & Co, its employees, consultants, directors or partners and the client. Any waiver must be expressly stated in writing by the parties by an engagement letter.
II. – AGREEMENT
When there is no engagement letter signed and until the signature of such an agreement, all business relations between the parties are in all cases subject to these terms and conditions once and for all they have been delivered to the client, by mail, by fax or by e-mail, or by hand delivery against receipt.
III. – TERM AND TERMINATION
When there is no engagement letter signed and until the signature of such an agreement, the present services consisting of successive services performed within legal timely requirements, are expected to be concluded for an indefinite period (« recurring missions »). Both parties can terminate their agreement at any time by giving one month notice by registered mail. Failing to respect the period of one month, the client is exposed to financial compensation that will be calculated based on Reynders & Co’s annual fees.
For all other services than recurring missions, as defined, the agreement is expected to be concluded for a fixed period equal to the duration of the services requested. In case of an early termination by the client of the agreement with a fixed term, the client shall pay to Reynders & Co a compensation equivalent to the fees, expenses and services already accomplished and to 25% of the lost opportunity fees (wind-down) of Reynders & Co.
IV. – SUSPENSION AND ENFORCEMENT OF OBLIGATIONS
In case of failure, defective or late performance of one or more of the client’s obligations, for example in case of a non-payment of fees or deposit(s), Reynders & Co has the right to suspend or delay the execution of its obligations until the client has satisfied with his obligations. Reynders & Co informs the client in writing in advance.
IV. – RIGHTS AND OBLIGATIONS OF THE PARTIES
Reynders & Co performs the services entrusted and will use all reasonable commercial efforts to provide the services in an efficient and timely
manner, using the necessary skills and expertise within appropriate professional standards.
Reynders & Co cannot be held responsible for the consequences of any subsequent changes – if applicable, with retroactive effect – to the laws and regulations and accepts no responsibility to inform the client of changes in the law or interpretations affecting advice previously given by Reynders & Co.
Reynders & Co accepts no responsibility for any shortcomings, faults or offenses committed before its intervention or by any third parties.
Unless otherwise stated, Reynders & Co did not audited or independently verified the accounting records or information that the client had provided, neither the reliability of all deeds, contracts, inventory, invoices and vouchers any kind, which are entrusted by the client or presented as documentary evidence or used as such.
Reynders & Co is bound by professional secrecy pursuant to its professional ethics and subject to the applicable legal provisions.
Reynders & Co may be assisted by its consultants or experts of its choice and subcontract, in whole or in part, the services.
The client firmly agrees:
- to provide to Reynders & Co in timely and accurate manner, all documents, data and information necessary to the provision of the services;
- for filing the VAT returns : 10 working days before the 20 th of the month;
- for filing the tax returns : 30 working days before the deadline;
- to carry out the obligations assigned, if applicable, in accordance with the engagement letter ;
- to bring to the attention of Reynders & Co any data, events or developments likely to affect the execution of the services;
- to ensure that the documents and statements produced by Reynders & Co correspond to the client’s expectations and the information provided by the client, and if this is not the case, to inform without any delay Reynders & Co.
Out of the scope of the professional relation with Reynders & Co, the client shall not solicit for employment or for services, directly or indirectly, any employee, consultant, expert, director or partner of Reynders & Co, who is involved in the performance of the services during the term of the services and for a period of twelve months following their termination, except as may be agreed to in writing by Reynders & Co. Any infringement to this provision will conduct to a fixed compensation of € 25.000,-.
The client acknowledges that he is aware that the professional is subject to legislation preventing use of the financial system for purposes of money laundering and terrorist financing and agrees to provide him, without delay, with any information and/or documents required within the framework of such legislation.
V. – FEES
Reynders & Co shall prepare a detailed statement of fees monthly for services provided and invoice the client including the applicable VAT ,
whether the services are completed or not.
The invoices are payable within 30 calendar days, with effect from the following day of invoice date by transfer to the Reynders & Co offices bank account. The client agrees to receive electronic invoices in lieu of paper invoices. Reynders & Co makes available to the client the invoices in electronic form by sending an e-mail to the client, replacing the paper support sent by post. Reynders & Co’s electronic invoice will
be provided under the form of PDF file. Viewing and printing the invoices require a PDF file viewer. Reynders & Co recommends Acrobat Reader (Adobe) version 8 or any latest version, available at: http://www.adobe.com/be_fr/.
Any delay in payment will automatically, ipso jure and without prior notice bear a compensatory interest at the rate provided for in Article 5 of the Law on the fight against late payment in commercial transactions commercial of 2 August 2002 with a minimum of 12% . Moreover and in case of repetitive delays, a fixed compensation of 40 Euros may be requested ipso jure and without prior notice.
Reynders & Co may request one or more deposits. These payments are brought into account in the final statement of fees and expenses.
Any complaints regarding fees and/or expense claims must be sent in writing by registered letter within 15 calendar days with effect from the date of the invoice. After this period has elapsed, uncontested debts shall be considered definitive and the total amount will be indisputably due.
VI . – LIABILITY
Reynders & Co is liable only for the application of regulations, statutory and administrative practices, doctrine, and jurisprudence in force at
the time of the accomplishment of the assignment, and on the express condition that the client respects the deadlines stipul ated in point IV of the present terms and conditions.
The client understands that the liability of Reynders & Co is limited to the amount of the fees actually paid by the client to Reynders & Co during the last year of the working relationship between Reynders & Co and the client, calculated in accordance with the hourly rates below.
VII . – PROFESSIONAL SECRECY AND ANTI-MONEY LAUNDERING LEGISLATION
Reynders & Co and its representatives or employees agree to respect professional secrecy in the context of the assignments entrusted to them.
The client acknowledges that he is aware that Reynders & Co is subject to legislation preventing use of the financial system for purposes of money laundering and terrorist financing and agrees to provide him, without delay, with any information and/or documents requ ired within the framework of such legislation.
VIII . – PROCESSING OF PERSONAL DATA
via https://www.reynders.tax and which forms an integral part of the engagement letter. Reynders & Co recommends that the client consults
To the extent that Reynders & Co receives Personal Data from the client within the scope of the mission and processes these as per its instructions, the relationship between Reynders & Co as processor and the client as controller is governed by the engagement letter.
Unless agreed otherwise in the engagement letter, the client shall inform all persons whose Personal Data are transferred of the processing thereof. The client guarantees that it can lawfully and legally transfer the Personal Data to Reynders & Co. The client indemnifies Reynders & Co from any possible claim by third parties regarding the processing of their Personal Data.
Personal Data: the personal data, as defined in the GDPR, that are transferred or communicated by the controller to the processor for processing in the context of the mission.
IX . – APPLICABLE LAW AND DISPUTE RESOLUTION
The interpretation and implementation of the agreement shall be governed by Belgian law. If a dispute arises out of, or in connection with the services, the parties agree to meet to pursue resolution through negotiation or other appropriate dispute resolution process before resorting to litigation. Any dispute of any nature whatsoever shall only be submitted to the jurisdiction of the courts of Brussels, where the offices of Reynders & Co are established. All proceedings shall be conducted in French.
The following hourly rates and fees do not include administrative fees (10%), expenses incurred nor other taxes such as V.A.T.. Reynders & Co may change its pricing at any time and in its sole discretion. The following hourly rates prevail and replace the hourly rates of the engagement letter.
|Tax & Legal – Corporate||Trust|
|Partner||€ 265||Partner||€ 195|
|Manager||€ 160||Manager||€ 160|
|Consultant||€ 105||Senior Accountant||€ 95|
|Junior Accountant||€ 75|
However, these hourly rates may be increased in case of complex mission or emergency intervention request. An emergency intervention includes any duty involving evening services, weekend services or services requiring immediate availability. A complex mission is defined in particular by the complexity of the question / task referred to, by the specialization and experience of the professional, the importance of the mission and the nature of the acts to be performed and documents to be delivered. In this case, Reynders & Co may apply without prior written notice an increased coefficient of about 20% up to 50% on the above rates.