General Terms and Conditions

I. - SCOPE

These general terms and conditions apply to all professional relationships between the practitioner and the client.
Deviations must be explicitly accepted in writing by both parties.

In the event of conflict between the content of these general terms and conditions and the letter of engagement, the letter of engagement shall prevail. Under common law, the practitioner’s liability can only be challenged for assignments that are proven to have been accepted by the practitioner.

II. - CONCLUSION OF THE AGREEMENT

Unless otherwise provided in the letter of engagement, the agreement is concluded and commences:

• either when the practitioner receives the letter of engagement signed by the client and is countersigned by the practitioner,
• or at the moment the practitioner commences with the performance of the assignment at the request of the client, if this commencement takes place at an earlier time.

If the practitioner has not yet received the letter of engagement signed by the client, all professional relations between the parties shall in any case be governed by these general terms and conditions and the letter of engagement from the time and to the extent that these contractual documents have been submitted to the client by letter, fax, e-mail or in person by hand delivery against receipt.

III. - DURATION AND TERMINATION OF THE AGREEMENT

3.1. Recurring assignments

3.1.1. Recurring assignments shall mean an assignment consisting of successive performances of the same nature to be completed within certain time limits known in advance.

3.1.2. Duration and termination of the agreementUnless a term is stated in the letter of engagement, the recurring assignment contract will be deemed to have been entered into for an indefinite period.

Both parties may terminate the agreement at any time, without compensation and notice.

All services still outstanding and not invoiced at that time will be charged immediately, plus a flat-rate termination fee of EUR 250 to cover the administrative costs of closing the file. During the notice period, the provisions of the letter of engagement and these general terms and conditions will remain in full force.

Services to be provided after the termination of the agreement will be charged at the rates applicable during the agreement.

3.2. Non-recurring assignments

3.2.1. Definition

Assignments not covered under the definition of item 3.1.1. will be considered as non-recurring assignments.

3.2.2. Duration and termination of the agreement

In the absence of proof to the contrary, the agreement relating to a non-recurring assignment will be deemed to have been concluded for a fixed term. It will end after the performance of the assignment and, if applicable given the nature of the assignment, with the delivery of the agreed performances.

Pursuant to art. 1794 of the Belgian Civil Code, and if applicable, in deviation from art. 2004 of the Belgian Civil Code, the client has the right to terminate the agreement early upon payment to the practitioner of:

• the costs and fees corresponding to the work already performed,
• everything that the practitioner could have gained through the execution of the assignment.

This compensation shall be calculated on an actual basis, with a minimum of 25% of the fees that would have been due in the event of full execution of the assignment.

This figure may be adjusted by mutual agreement with the client. December 2014

3.3. Handling

After the termination of the agreement, all books and records belonging to the client will be made available to the client or its authorised representative.

IV. - IMMEDIATE TERMINATION FOR CAUSE

4.1. In all cases, the practitioner has the right to terminate the agreement at any time, without notice and without compensation, if there are reasons that make the continuation of professional cooperation impossible, such as:

• circumstances which compromise the practitioner's independence,
• circumstances that make it impossible to carry out the assignment in accordance with professional and ethical norms,
• the client's manifest failure(s) to fulfil its own obligations as set out in
• these general terms and conditions (point 6.2.) and in the letter of engagement,
• in case of suspension of payments, dissolution proceedings or obvious insolvency of the client.

The reasons for the immediate termination of the contract shall be communicated to the client.

Depending on the circumstances, the practitioner may precede its decision with a warning or a reminder to the client.

When terminating the contract, the practitioner will inform the client of the legal acts which are urgent and necessary to safeguard its rights and for which it was instructed.

4.2. In case of bankruptcy of the client, the agreement is dissolved by operation of law.

4.3. The client may terminate the contract at any time, without observing a period of notice and without paying compensation, if the practitioner has manifestly defaulted on the performance of its own obligations, as described in these general terms and conditions (Section 6.1.) and, if applicable, in the letter of engagement.

In any case, its decision will be preceded by a written notice of default to the practitioner.

V. - SUSPENSION OF THE PERFORMANCE OF OBLIGATIONS

In the event of the client's non-performance or incorrect or untimely performance of its obligation(s), for example in the event of non-payment of fees or advance payment(s) in accordance with article 7 below, the practitioner is entitled to suspend or postpone the performance of its obligations until the client has fulfilled its obligations.

The practitioner shall inform the client of this in writing.

If, after the start of the suspension or postponement of performance, legal acts are required urgently and necessarily to safeguard the client's rights, and for which the practitioner has been instructed, the practitioner shall inform the client accordingly.

All costs and expenses arising from the suspension or postponement shall be borne by the client.

In all circumstances, the practitioner will be entitled to payment of fees and expenses related to the work already carried out.

VI. - RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. Rights and obligations of the practitioner

The practitioner will carry out the assignments entrusted to it with due care and complete independence, pursuant to an obligation of means.

The practitioner shall ensure that the services performed are provided in accordance with the Institute's ethical and other professional standards, taking into account the relevant laws and regulations in force at the time of performance of the contract.

The practitioner cannot be held liable under any circumstances for the consequences of possible subsequent amendments – possibly with retroactive effect – to these legal and regulatory provisions.

Nor shall the practitioner be responsible for the consequences of any shortcomings, errors or infringements committed prior to its intervention.

The performance of the assignment is not – unless otherwise stipulated – specifically aimed at the discovery of possible fraud.

Unless otherwise stipulated, the practitioner is not obliged to verify the accuracy and completeness of the information provided by the client or the client's appointee(s), or the reliability of the deeds, contracts, inventories, invoices and supporting documents of any kind entrusted or presented to the practitioner by the client as evidential documents or as documents to be used as such.

The practitioner may be assisted by employees or experts of its choice and may have all or part of the tasks arising from the assignments carried out by (an) appointed employee(s) or expert(s).

December 2014

In accordance with Article 33 of the Act dated 22 April 1999 regarding the accounting and tax professions, the practitioner's civil professional liability is insured with a policy approved by the Board of the Institute for Accountants and Tax Advisors.

The practitioner, as well as its authorised representative(s) or appointee(s), is bound by professional secrecy, in accordance with Article 58 of the Law of 22 April 1999 on the accounting and tax professions and Article 32 of the Royal Decree of 1 March 1998 laying down the rules on the duties of accountants. This is subject, however, to the application of the provisions of the legislation and regulations on preventing the use of the financial system for money laundering and terrorism financing.

6.2. Rights and obligations of the client

The client commits to the following:

• to make all documents, data and information necessary for the execution of the assignment available to the practitioner in a timely manner;
• to carry out the work which may be entrusted to it on the basis of the letter of engagement;
• to bring to the attention of the practitioner any information, event or development that could have any influence on the execution of the assignment;
• if requested by the practitioner, to confirm in writing that the documents, information and explanations provided are accurate and complete;
• to check whether the documents and statements provided by the practitioner are in accordance with its expectations and with the information it has provided and, if this is not the case, to inform the practitioner without delay.

6.3. Ban on recruitment

The client and the practitioner expressly undertake not to employ, directly or indirectly, during the whole term of the agreement and for a period of 12 months following its termination, irrespective of the reason for termination, any member of staff or self-employed employee of the other party involved in the execution of the agreement or to allow him/her, directly or indirectly (e.g. through a legal entity), to perform work outside the scope of an agreement between the client and the practitioner, unless the other party has given its prior written consent.

Each breach of this prohibition shall give rise to a one-off lump sum compensation payment of EUR 15,000.00.

VII. – FEES

7.1. Determination of costs and fees

Costs and fees are determined according to the hourly rates applied by the practitioner. The following elements may justify an additional fee: the importance of the case, a favourable result, and the urgency or the specificity of the assignment. In addition to the general office expenses, only the actual administrative expenses shall be charged and the specific or exceptional administrative expenses shall be charged separately. The fees of experts, as well as the dues and expenses incurred by them, as well as travel expenses, shall be charged separately to the client.

7.2. Terms of payment

Invoices and/or fee notes are payable within 30 days of the invoice date. Late payments will give rise to legal action without notice of default being required:

• an interest rate of 1% per month, ipso jure and without notice of default, on amounts paid more than thirty days after the due date; each month that is started shall be considered a full month,
• conventional damages, the amount of which is set at a flat rate of 10% of the unpaid, amounts with a minimum of EUR 200.00.

7.3. Advances

The practitioner may request one or more advance payments. These advances are then settled in the final statement of expenses and fees. This amount may be adjusted by mutual agreement with the client. 4 This amount may be adjusted by mutual agreement with the client.

December 2014

7.4. Disputes about the statement of costs and fees

All disputes regarding costs and fees must be formulated with reasons in a registered letter within 15 days of the invoice date to the practitioner. If no (timely) dispute reaches the practitioner, it is assumed that the client agrees with the invoiced services.

VIII. – LIABILITY

With the exception of the assignments referred to in Article 17, Paragraph 4, of the Law concerning the establishment of an Institute for Company Auditors and the organisation of the public supervision of the profession of company auditor, coordinated on 30 April 2007, the full (contractual, extra-contractual or other) liability for the execution of the assignment shall be limited to the amount(s) to which the professional liability insurance taken out by the practitioner confers entitlement, including any excess possibly borne by the practitioner in accordance with that insurance.

IIf, for whatever reason, the liability insurance company does not pay out, all liability shall be limited to twice the amount of the fee invoiced for the execution of the assignment, with a maximum of EUR 20,000. If this relates to a recurring assignment, this coefficient will be applied to the amount of the fees invoiced to the client during the twelve months preceding the event causing harm, or from the beginning of the execution of the contract if this period is less than one year.

These limitations shall also apply to all claims arising from the execution of the assignment, which would be directed against all persons, partners, directors and/or independent employees, who have the capacity of insured party within the meaning of the relevant insurance contract.

They shall not apply if the liability results from a fault committed with fraudulent intent or with the intention to cause harm. Consequently, this limitation shall expressly apply to any liability arising from any other failure for which the practitioner, its partners, directors and/or independent agents would be liable.

They shall not apply if the liability results from a fault committed by the practitioner with fraudulent intent or with the intention to cause harm.

If it should appear that two or more claims result from one and the same fault, they shall be regarded as a single case of liability and liability shall therefore be limited to the highest amount applicable to the assignments or agreements in question.

Unless otherwise stipulated by law, the harm resulting from (a) a loss of profits, goodwill, business opportunities or anticipated savings or benefits, (b) the loss of or damage to data, or from (c) indirect loss or damage, shall in no event mean entitlement to compensation.

All electronic communications from Accountantsburo Lauwers BVBA are purely indicative and can in no way affect the liability of Accountantsburo Lauwers BVBA, except for attachments in PDF format, signed by a partner. Accountantsburo Lauwers BVBA will make reasonable efforts to safeguard e-mails and attachments from any virus or other defect that could harm a computer or computer system. It remains the client's responsibility to take all necessary measures to protect its own computer or computer system. Accountantsburo Lauwers BVBA cannot be held liable for any loss or damage that could result from receiving or using electronic documents from Accountantsburo Lauwers BVBA.

IX.- APPLICABLE LAW AND DISPUTE RESOLUTION

The interpretation and performance of the agreement are governed by Belgian law.

Any dispute of any kind shall fall within the jurisdiction of the courts and tribunals of the district in which the practitioner's office is located.

Disputes regarding costs and fees may be submitted to the Arbitration Board of the Institute for Accountants and Tax Advisors, which shall render a final decision, in the first and last instance, without procedural costs.