Version 27/03/2024

ARTICLE 1 - DEFINITIONS

1.1 THE PRACTITIONER

de kleine prins BV, having its registered office at Zwartzustersstraat 14, 3000 Leuven, is registered in the Leuven Register of Legal Entities under number 0466.721.042, acts as an accountant and tax advisor, and is a member of the Institute of Tax Advisors and Accountants (ITAA) under number 10.413.150.

The practitioner is subject to the legislation governing the accounting and tax professions, as well as the rules of conduct, standards and code of ethics issued by the ITAA, which can be consulted on the following website: https://www.itaa.be.

1.2 THE CLIENT

The natural or legal person who engages the practitioner. The practitioner may consider as its client, acting in its own name, any person who entrusts it with an assignment, unless such person has expressly indicated that they are acting as a representative,  agent or in the name and on behalf of a third party, and provided that the name, address and other relevant data of such third party, agent, legal person or representative are communicated to the practitioner at the same time as the assignment.

ARTICLE 2 - SCOPE OF APPLICATION

These general conditions shall apply, with priority and to the exclusion of any general conditions of the client, to all legal acts, legal relationships and practitioner relations between the practitioner and the client. Deviations, with the exception of the provisions of article 14, must be expressly accepted in writing by both parties. No derogation may be invoked as a general rule. In the event of a conflict between the content of these general conditions and the engagement letter, the latter shall prevail.

ARTICLE 3 - FORMATION OF THE CONTRACT

Unless otherwise specified in the Engagement Letter, the Agreement shall be concluded and take effect either

- at the time when the Engagement Letter, signed by the Client, is received by the Practitioner and co-signed by him/her;

- or at the time when the practitioner commences to perform the assignment at the request of the client, if such commencement would be at an earlier time.

If the practitioner has not yet received the engagement letter signed by the client, all legal acts, legal relationships and practitioner relations between the parties shall in any case be governed by these general terms and conditions and the engagement letter, from the moment and insofar as these documents have been transmitted to the client, either by letter, electronic mail or in person by handing them over.

ARTICLE 4 - DURATION AND TERMINATION OF THE CONTRACT

4.1. RECURRING COMMISSIONS

4.1.1. DEFINITION

A "recurring contract" is a contract consisting of successive services of the same nature, to be performed at specific dates known in advance.

4.1.2. DURATION AND TERMINATION OF THE CONTRACT

Unless otherwise specified in the engagement letter, a Recurring Services Agreement shall be deemed to have been entered into for an indefinite period.

Either party may terminate the agreement at any time under the following conditions

- The termination must be notified to the other party in writing (by registered letter or e-mail),

- a notice period of three (3) months must be observed.

During the notice period, the provisions of the assignment letter and these general terms and conditions shall remain in full force. A separate agreement may be concluded for services to be provided after the termination of the agreement, but relating to the period during which the agreement was still in force.

4.2. ONE-OFF ORDERS

4.2.1. PROVISION

Contracts which do not fall within the definition in point 4.1.1 are considered to be one-off contracts.

4.2.2. DURATION AND TERMINATION OF THE CONTRACT

Unless otherwise stipulated, a contract for a one-off order is considered to be concluded for a definite period.

It shall be terminated by the execution of the order and, if the nature of the order so requires, by the delivery of the agreed service.

4.3. DEPARTURE

Upon termination of the agreement, all documents, books and records belonging to the client shall be made available (in digital form) to the client or their authorised representative. The practitioner shall have at least one month from the date of notification of termination to do this.

ARTICLE 5 - THE ASSIGNMENT

The practitioner's task does not consist of verifying the authenticity of the amounts and documents transmitted to it by or on behalf of the client, nor the content and conformity with the law of the deeds, contracts, inventories, invoices and supporting documents of any kind entrusted to it or submitted to it as evidence.

The practitioner's task is not to verify or certify the accuracy, completeness and truthfulness of the accounts, annual accounts and interim financial statements. Nor does it have the task of detecting possible fraud or of checking, verifying or certifying that the accounts are kept and the annual accounts are drawn up.
The task of the practitioner only consists of processing accounting documents, preparing the annual accounts and interim statements technically and mechanically and its tax and legal annexes on the basis of the valuation rules laid down by the managing body, the approved entries and the documents and information submitted and/or transmitted.

ARTICLE 6 - IMMEDIATE TERMINATION AND TERMINATION FOR CAUSE(S)

6.1. The contract may, without prejudice to any liability by either party, be terminated by the other party by registered letter, immediately, without observance of any notice of default and without observance of any notice period, compensation or termination fee, in case of:

- serious contractual default committed by the other party. Serious contractual default shall be deemed to be a substantial or repeated failure in the performance of the obligations or duties pursuant to this agreement and/or general terms and conditions, in particular Articles 8.2. and 8.3. (including the non-payment or non-timely payment of fees), and if such failure has not been remedied within fifteen (15) calendar days after it has been notified to the defaulting party by registered letter or by email; or

- if either party is guilty of any fraudulent, criminal, malicious act or gross misconduct in such a way that, in the reasonable opinion of the other party, the performance of this agreement or its business activities, its reputation, goodwill or image is or could be so adversely affected by it that further cooperation appears no longer possible.

6.2. The practitioner shall also be entitled, without prejudice to any liability of the client, to terminate the agreement at any time, without observance of any notice period and without entitlement to damages or termination compensation, if there are reasons that make the continuation of the practitioner cooperation impossible, such as:

- circumstances that compromise the practitioner's independence; or

- circumstances that make the performance of the assignment in accordance with practitioner and deontological standards impossible; or

- in case of liquidation, proceedings of (early) dissolution, cessation of activities, manifest insolvency or the client's insolvency.

Depending on the circumstances, the practitioner may have its decision preceded by a warning or a reminder to the client. When it terminates the contract, the practitioner shall draw the client's attention to the legal actions that must be taken urgently and necessarily to safeguard his or her rights, and for which it had been commissioned.

6.3. In the event of the opening of bankruptcy proceedings of the client, the contract shall be dissolved by operation of law, without entitlement to damages.

ARTICLE 7 - SUSPENSION OF PERFORMANCE OF COMMITMENTS

In the event of non-fulfilment, incorrect or untimely, in whole or in part, by the client of his or her commitment(s), including non-payment of fees or advance payment(s), the practitioner shall be entitled to suspend or postpone the performance of its commitment(s) until the client has fulfilled his or her commitment(s). All this is without prejudice to the payment of compensation by the defaulting client.

The practitioner shall notify the client in writing or via email of its intention to suspend or postpone its commitment(s). If, after the commencement of the suspension or postponement of performance, legal actions must be taken urgently and necessarily to safeguard the client's rights, and for which the practitioner had been instructed, it shall inform the client accordingly.

All costs and charges arising from the suspension or postponement shall be borne by the client. The practitioner shall in all circumstances be entitled to payment of the fees and expenses relating to the services already rendered.

ARTICLE 8 - RIGHTS AND OBLIGATIONS OF THE PARTIES

8.1. RIGHTS AND OBLIGATIONS OF THE PRACTITIONER

The practitioner shall perform the assignment entrusted to it in complete independence, in compliance with applicable law and in accordance with applicable standards, pursuant to a resource commitment.

The practitioner may, at its discretion, be assisted by associates or experts, and have all or part of the assignment(s) resulting from the agreement carried out by (an) appointee(s) or expert(s).

Unless expressly agreed otherwise, the review and/or correction of the (annual) accounts, tax returns, accounts, documents and/or other documents for errors or shortcomings committed in the financial years preceding the commencement of the assignment is entirely beyond the responsibility of the practitioner and does not form part of its assignment.

The practitioner, as well as its agent(s) or appointee(s), are bound to practitioner secrecy, in accordance with the Act of 17 March 2019 on the professions of accountant and tax adviser and the applicable doctrine of duties, subject to the application of the provisions of the legislation and regulations on the prevention of the use of the financial system for money laundering and the financing of terrorism.

The client's records, books and documents may be moved. The practitioner may keep them during the time it needs to carry out the assignment(s). The client always has the right to inspect them, either personally or through (an) appointee(s), mandatary(s), or bearer of a written power of attorney, provided that these documents, books and records are the property of the client.

8.2. RIGHTS AND OBLIGATIONS OF THE CLIENT

The client expressly undertakes to:

- to provide the practitioner with all documents, data and information required for the performance of the assignment or under the Anti-Money Laundering Act in a timely manner;

- to fulfil the obligation(s) arising from these general terms and conditions;

- notify the practitioner of any fact, 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 correct and complete;

- verify that the documents and statements provided by the practitioner are consistent with his or her expectations and with the information provided by him or her, and if this is not the case, inform the practitioner without delay;

- grant the practitioner all powers necessary for the proper execution of the assignment, which the practitioner may present at the request of third parties;

- pay the practitioner's fees in accordance with Article 9;

8.3. PROHIBITION ON RECRUITMENT

The client and the practitioner expressly undertake, except with the prior written agreement of the other party, not to employ directly or indirectly, during the entire duration of the contract and during a period of twelve (12) months following its termination, regardless of the reason for termination, any member of staff or director, in particular those(s) involved in the execution of the contract, or to have him/her directly or indirectly perform services outside the scope of a contract between the client and the practitioner.

Any breach of this prohibition will give rise to a single lump sum compensation payable by the breaching party in the amount of €15,000.

ARTICLE 9 - FEES

9.1. GENERAL

The costs and fees shall be determined in accordance with the legal and regulatory provisions in force, applicable to the practitioner and provided for in the assignment letter. The costs and fees are payable as and when services are performed for the benefit of the client, even if the assignment is not necessarily completed. If at the request of the client an assignment has to be postponed beyond the agreed deadline, the practitioner is entitled to already charge for its services.

Per calendar year, a fixed amount will be invoiced that covers part of the costs concerning digitisation, such as the various digital customer portals, the management of mandates with the various authorities, the security of accesses and data, the storage and safekeeping of the digital data, the processing of personal data, the use of AI for searching data and answering questions, and the development of customer-friendly applications and import options.

9.2. ADJUSTABILITY

The practitioner's fees may be adjusted annually, by operation of law and without any reminder or warning to that effect, according to indexations, changes in wages, charges, taxes, levies, costs, market trends or any other price-determining factor.

9.3. TERMS OF PAYMENT

Invoices and/or fee notes are payable no later than thirty (30) days from invoice date, unless otherwise stated. Non-payment or late payment, in full or in part, shall by operation of law and without any notice of default being required, impose the possible obligation on the client to pay interest on the amount still due, payable per day of delay at the rate of 10% on an annual basis. In addition to the interest on arrears, failure to pay on the due date shall automatically and without notice of default result in the invoice amounts being increased by 10%, with a minimum of € 125 and a maximum of € 2,500, by way of damages expressly agreed between the parties. This does not include any legal costs. Payments received shall be applied first to interest and damages due, then to the client amount of the oldest due invoice.

In the event of non-payment, the practitioner shall be entitled to temporarily suspend its assignment and/or services in accordance with Article 7 or permanently terminate them in accordance with Article 6, without this giving rise to any right to compensation on the part of the client.

The non-payment on the due date of a single invoice makes the due balance of all the other, even non-due invoices, immediately payable by operation of law. The same applies in the event of full or partial non-payment of the above-mentioned negligence interest and compensation clause.

9.4. DISPUTE OF THE STATEMENT OF EXPENSES AND FEES

All disputes of costs and fees must be formulated by registered letter or e-mail within fifteen (15) calendar days of the invoice date to the practitioner, without the latter being obliged to reply. If no (timely) dispute reaches the practitioner, it is assumed that the client agrees with the invoiced services.

ARTICLE 10 - FIXED FEES AND BUDGETS

10.1. If, at the request of one of the parties, a fixed fee and/or budget was stipulated upon signing the assignment letter or at any other time, this always applies to the limited defined assignment.

10.2. Each fixed fee and/or budget is always based on (i) fees and rates applicable at that time (ii) the estimated volume of work and probable time spent by the practitioner, (iii) the data provided by the instructing party regarding, inter alia, his or her internal organisation, (iv) the degree of difficulty of the file, (v) the nature of the instructing party's activity, (vi) the number of booking lines in the accounting software, and all other aspects that may influence the volume of work. If any of these factors should change in the future or if special circumstances warrant it, the flat fees and/or budgets will be adjusted accordingly.

10.3. When determining a fixed fee and/or budget, it shall always be assumed that all information necessary to perform the services shall be made available by the client in good time, and that this information is complete, accurate and structured, inter alia in execution of the client's own legal obligations.

10.4. Unless expressly stipulated otherwise, the following services shall under no circumstances be included in the budget:

- the review and/or correction of errors or shortcomings noted in the accounts, annual accounts and/or declarations for the financial years, as well as for the period of the current financial year, preceding the start of the practitioner's services

- the specific assistance that might be requested beyond the strictly financial, such as legal advice, advice on special legislations, specialised advice on remuneration and subsidy files, or other matters.

This list is neither limitative nor exhaustive and covers all services not expressly mentioned in the assignment. Unless otherwise agreed in writing between the parties, the services provided to the client by the practitioner outside the assignment shall be charged to the client in a separate agreement.

ARTICLE 11 - LIABILITY

11.1. In accordance with the Act of 17 March 2019 on the professions of accountant and tax adviser and the applicable duty doctrine, the practitioner has had its civil practitioner liability insured under a collective policy approved by the ITAA.

The insured activities are those defined in Articles 3 and 6 of the aforementioned Act, as well as those considered compatible with it by the ITAA. In accordance with common law, the practitioner's liability can only be proved for assignments proved to have been accepted by it.

The guarantees cover (i) the practitioner's civil practitioner liability for damage caused in the exercise of the insured activities, and (ii) the extra-contractual civil liability for all bodily and/or material damage, as well as the immaterial damage resulting from bodily and/or material damage caused by the practitioner, its staff members or by its movable or immovable property, during or on the occasion of the exercise of the insured activities. The practitioner is not liable for services provided by third parties it has called upon.

The guarantee applies worldwide for the activities carried out by the practitioner from its office established in Belgium with the exclusion of: any claim for compensation filed under the law of, or in execution of a judgment pronounced by, any court of the USA or Canada or of any territory under the jurisdiction of the USA or Canada. In case of legal proceedings, the guarantee will furthermore only be acquired for a jurisdiction located in the territory of a country that is a member of the European Union or in Switzerland.

11.2. The (contractual, extra-contractual or other) liability of the practitioner for the execution of the assignment is in any case limited to (i) the insured activities, and (ii) the amount(s) covered by the practitioner liability insurance taken out by the practitioner and within the limits of the coverage, being €2,500,000 for services as an auditor and €1,000,000 for legal services.

If, for whatever reason, the liability insurer does not pay out, all liability of the practitioner shall be limited to the amount of the fee invoiced for the performance of the assignment. If it concerns a recurrent assignment, this coefficient shall be applied to the amount of the fees invoiced to the client during the twelve (12) months preceding the harmful event, or from the beginning of the execution of the assignment if this period is less than one (1) year.

These limitations also apply to all claims arising from the performance of the assignment, which would be directed against all persons, partners, directors and/or self-employed employees, who have the capacity of being insured within the meaning of the relevant insurance contract of the practitioner.

They do not apply when the liability results from a fault committed with fraudulent intent or with the intent to harm. Consequently, this limitation expressly applies to any liability arising from any other wrongdoing for which the practitioner, its partners, directors and/or independent associates would be liable.

Should it appear that two or more claims arise from one and the same fault, they shall be considered as a single case of liability and liability shall therefore be limited to the highest amount of the amounts applicable to the assignments or agreements concerned.

11.3. The practitioner shall perform the assignment in accordance with the ITAA's deontological and other practitioner standards, taking into account the relevant legislation and regulations in force at the time of the execution of the agreement.

Under no circumstances can the practitioner be held liable for the consequences of possible subsequent amendments - retroactive, if any - to these legal and regulatory provisions. Nor is the practitioner responsible for consequences of any shortcomings, errors or violations allegedly committed before its intervention.

11.4. Unless expressly provided otherwise by mandatory law, the damage resulting from (a) a loss of benefits, goodwill, business opportunities or expected savings or advantages, (b) the loss or corruption of data, or from (c) indirect loss or damage, shall in no case entitle the client to compensation.

ARTICLE 12 - PROCESSING OF PERSONAL DATA

Any processing of personal data pursuant to the assignment will be done in accordance with applicable privacy and data protection legislation ("Global Data Protection Regulation"). By means of the present agreement, the client transfers his or her personal data, as well as the personal data in his or her possession (including those of his or her directors, managing directors, employees, clients and suppliers) to the practitioner and consent is given to the latter to process them.

The client expressly acknowledges and agrees that the practitioner may disclose the personal data provided to affiliated companies and sub-processors (including external staff and software providers) for the performance of the assignment. The practitioner uses appropriate security technologies and measures and retains the entrusted personal data for a period of ten years after the end of the assignment, unless certain statutory limitation or retention periods would require a longer period.

The full privacy statement of the practitioner can be consulted on the following website: https://dkpa.be/privacybeleid. For all questions and comments regarding data processing by the practitioner, its privacy policy and the exercise of the right to inspection/rectification or correction etc., the client can always contact the following e-mail address: info@dkpa.be.

ARTICLE 13 - MISCELLANEOUS PROVISIONS

13.1. This agreement between the practitioner and the client is entered into under the suspensive condition that the assignment is approved by the practitioner's internal risk management process which, among other things, will check whether the assignment can be carried out in accordance with the applicable laws, rules and regulations.

13.2. If any provision of these general terms and conditions and/or the engagement letter should prove to be (wholly or partly) void, invalid or unenforceable, such voidness, invalidity or unenforceability shall be limited to the provision concerned and shall not affect the voidness, validity or enforceability of the other provisions of these general terms and conditions and/or the engagement letter except if the void, invalid or unenforceable provision affects the essence of the agreement and cannot be converted into a valid and enforceable provision. In such a case, the parties undertake to make all reasonable efforts to convert a void, invalid or unenforceable provision of this agreement into a valid and enforceable provision that economically achieves the objective pursued by the parties as far as possible.

13.3. A party shall only be deemed to have waived or renounced any right or claim in relation to this agreement if the said party has expressly confirmed such waiver or renunciation in writing. If a party waives or renounces any right or claim in connection with this Agreement, such waiver or renunciation shall remain without effect in relation to the other rights or claims available to such party.

13.4. The Practitioner reserves the right to amend these general terms and conditions. All amendments shall take effect after the expiry of a period of two (2) weeks from the date of their notification by the practitioner to the client. The client shall be deemed to accept these amendments in the absence of a response within the aforementioned period. If the client does not accept the changes, he or she may terminate the agreement within the same period, without observing any notice period and without the right to compensation.

ARTICLE 14 - JURISDICTION AND APPLICABLE LAW

14.1. The agreement between the practitioner and the client is exclusively subject to, governed by and interpreted in accordance with Belgian law.

14.2. Any dispute concerning the validity, interpretation or performance of the agreement between the practitioner and the client which cannot be settled between the parties shall be settled by the courts of the judicial district where the practitioner's registered office is located. Disputes relating to costs and fees may be submitted to the ITAA Arbitration Committee, which shall render a final decision, in first and last instance and without procedural costs.