General terms and Conditions
Last revision April 2021
Article 1. General information
Vatsquare is a limited liability company organised and existing under Belgian law, having its registered office at Koloniënstraat 11, 1000 Brussels and registered with the Crossroads Bank for Enterprises under number 0647.653.261 (RLE, Brussels).
Article 2. Applicability
2.1 These general terms and conditions (the “General Terms and Conditions”) shall apply to all services provided by Vatsquare for the benefit of the client (the “Client”), unless Vatsquare and the Client agree otherwise in writing. The General Terms and Conditions of the Client shall not apply.
2.2 Vatsquare shall commence providing its services after the Client has signed an engagement letter (the “Engagement Letter”) laying down the terms and conditions of the services, of which these General Terms and Conditions shall be deemed to form an integral part. The Client acknowledges that it has taken cognisance of the General Terms and Conditions and shall by means of signing the Engagement Metter, shall be deemed to have accepted these.
2.3 In the event of any conflict between the content of these General Terms and Conditions and the Engagement Letter, the Engagement Letter shall prevail.
2.4 These General Terms and Conditions are available in Dutch, French and English. The Dutch text shall prevail in case of any contradiction between the different versions of the General Terms and Conditions. The General Terms and Conditions are available on Vatsquare’s website (https://www.vatsquare.com/terms) (the “Website”) at any time.
Article 3. Agreement
3.1 Unless otherwise stipulated in the Engagement Letter, the agreement (the “Agreement”) shall be concluded and shall commence as soon as the Client signs the Engagement Letter and provides Vatsquare with a signed copy thereof.
3.2 These General Terms and Conditions shall apply to all professional relations between the parties if Vatsquare is yet to receive the Engagement Letter signed by the Client.
Article 4. Services
4.1 The range of services offered by Vatsquare is described in detail on its Website as well as in the Engagement Letter. The services shall always be limited to advice relating to VAT matters.
4.2 Vatsquare shall provide its services with all due care and total autonomy, pursuant to a best-effort obligation. Vatsquare shall ensure that it provides its services in conformity with the ethical and other professional standards laid down by the Institute for Tax Advisors and Accountants (the “Institute”), and in conformity with the relevant laws and regulations in force at the time of the performance of the Agreement. However, Vatsquare cannot be held liable for the consequences of possible subsequent amendments – possibly with retroactive effect – to the aforementioned legal and regulatory provisions.
4.3 Vatsquare, as well as its agent(s) or appointee(s) are under obligation, as provided in article 58 of the Law of 22 April 1999 relating to accounting and tax professions and article 32 of the Royal Decree of 1 March 1998 laying down the rules on the duties of accountants to maintain professional secrecy, subject to the requirements of the legislation and regulations for preventing the use of the financial system for money laundering and the financing of terrorism.
Article 5. Information
5.1 The Client undertakes to provide Vatsquare with all such information, including information requested by Vatsquare both at the commencement of the Agreement and during the term thereof to enable it to optimally provide its services. The Client shall provide this information in the format requested by Vatsquare and shall also be bound to notify Vatsquare of any event or change in information that may affect the performance of the services by Vatsquare.
5.2 Vatsquare shall not be liable for any damage arising due to the provision of incorrect, incomplete or late information by the Client. If the Client fails to provide the requested information or complete certain formalities within the specified period, after being requested to do so by Vatsquare, Vatsquare reserves the right to suspend its services and invoice the Client for the services already rendered by it.
5.3 Unless otherwise stipulated in the Engagement Letter, Vatsquare is not bound to verify the accuracy and completeness of the information provided by the Client.
5.4 Vatsquare shall make reasonable efforts to implement technical and organisational measures to prevent the loss, misuse or unauthorised modification of the transmitted information. However, the Client should be aware that security and protection of the information transferred by the Client can never be fully guaranteed.
Article 6. Fees and invoicing
6.1 Vatsquare shall calculate its fees either on a lump sum basis, or based on the time spent by its partners, (independent) employees, directors, white-collar workers and agents.
6.2 Vatsquare shall invoice the Client for its services, administration costs and costs paid in advance (if any) on a monthly basis, or on completion thereof. A detailed enumeration of the services performed together with the related costs shall be sent at the Client’s first request. Costs and fees shall be payable insofar as services are performed for the Client, even if the assignment has not necessarily come to an end.
6.3 Wherever applicable, all costs directly incurred with third parties that may be required for the performance of the assignment shall not be included in the fees and shall be added to the fees and invoiced accordingly. At the Client’s request, Vatsquare shall provide proof of the costs incurred on behalf of the Client.
6.4 Vatsquare may provide the Client with an estimate of costs if so requested by the latter. Such estimates shall not be binding, unless explicitly agreed otherwise.
6.5 Vatsquare reserves the right to request the Client to pay a provision fee, before commencing or during the term of the Agreement, in accordance with a statement relating to this provision fee, and shall have the right to only commence or continue its work, or to pay costs in advance for the benefit of the Client after it receives payment thereof. A provision fee is a lump sum paid by the Client to Vatsquare before an interim or final statement is submitted. Such provision fee may be related to services already rendered or costs already paid in advance, or it may be an advance payment for services still to be rendered or costs still to be incurred, or a combination of the two. The provision fee shall be deducted from the total amount stated in the interim or final statement.
6.6 The fees may be adjusted in function of long-term contracts, the urgency of services, or their complexity. The Client may request the updated fees from Vatsquare at any time.
6.7 Fees and expenses of Vatsquare are subject to VAT.
6.8 Unless otherwise stipulated, Vatsquare’s invoice shall be payable no later than thirty (30) days after the invoice date. Vatsquare’s invoices shall be deemed to be definitively accepted unless the Client protests the same within fifteen (15) calendar days of the invoice date. If invoices are not paid on time, interest shall be payable, ipso jure and without the need to issue a notice of default, in conformity with the Law of 02/08/2002 on combating late payment in commercial transactions, as amended from time to time, together with conventional damages assessed at a lump sum of 10% of the unpaid amounts, subject to a minimum of €250. Damage compensation shall include (but is not limited to) recovery costs.
Article 7. Termination of the Agreement
7.1 Either party may, subject to three months’ notice, terminate the Agreement at any time if it was entered into for an indefinite period of time, without the need to assign any reason, and without being liable to pay any compensation. The termination shall be notified to the other party by registered letter. Notwithstanding the above, the terminating party may in lieu of respecting the aforementioned termination notice period, pay the other party a fixed cancellation fee equal to 25% of the fees corresponding to the services usually provided by Vatsquare during a full financial year or calendar year, as the case may be. Vatsquare shall in all circumstances be entitled to payment of fees and expenses for services already rendered.
7.2 In the case of non-recurring assignments, the Agreement shall be deemed to have been concluded for a fixed term unless evidence to the contrary is provided. The Agreement shall come to an end after the assignment is completed and, if applicable and taking into account the nature of the assignment, after the performance of the agreed services. The Client shall have the right to terminate the Agreement at any time subject to payment to Vatsquare of all costs and fees for the services already performed.
7.3 If the Client manifestly fails to fulfil its obligations, including but not limited to non-payment of invoices, manifest insolvency or bankruptcy of the Client, or if circumstances arise that jeopardise Vatsquare’s independence or render it impossible for it to perform the Agreement in accordance with professional and ethical standards, Vatsquare shall have the right to terminate or suspend the Agreement immediately subject to written termination notice, without this giving rise to liability on the part of Vatsquare for the resultant damage, for the obligation to repay (advance payments on) fees or the loss of the right to remuneration for services performed. Vatsquare shall in all circumstances be entitled to payment of fees and expenses for services already rendered.
7.4 The Client may terminate the Agreement at any time, without respecting a termination notice period and without paying damage compensation, subject to the issue of a prior written notice of default to Vatsquare, in case Vatsquare is manifestly in breach of its own obligations, as described in these General Terms and Conditions and, wherever applicable, in the Engagement Letter.
Article 8. Liability
8.1 Vatsquare shall only be liable for gross or intentional negligence in the performance of its services and assignments. Vatsquare shall only be liable for the actual damage suffered, which is a direct and exclusive consequence of the gross or intentional fault committed by Vatsquare in the performance of its assignment. Vatsquare and its partners/employees cannot under any circumstances be held liable for indirect damages, consequential damages, damage or loss of data or expected savings, loss of use or loss of profits suffered by the Client or by third parties. Unless explicitly agreed otherwise, Vatsquare cannot be held liable in respect of any third party engaged by Vatsquare in connection with the performance of the assignment.
8.2 Any liability, whether contractual or extra-contractual, shall in any event be limited to the amount effectively paid out in the relevant case under Vatsquare’s professional liability insurance policy/policies. An overview of the insurance policy or policies taken out shall be provided on the Client’s first request. If for any reason whatsoever, the insurance company decides not to pay compensation, any liability shall be limited to (i) in case of a non-recurring assignment, the amount of fees invoiced for the performance of the assignment and (ii) in case of an agreement of indefinite duration, not exceeding the annual average amount of fees paid by the Client to Vatsquare during the last three calendar years, and in case of (i) or (ii), the total liability shall in any event be limited to a maximum of €150,000.
If it is found that two or more claims result from one and the same fault, they shall be regarded as a single case of liability, and consequently, liability shall be limited to the highest amount applicable to the Agreement in question.
8.3 The Client undertakes not to hold any persons affiliated with Vatsquare, regardless of their capacity (partners, directors, employees or independent workers) directly responsible for any errors committed in the performance of their work for Vatsquare.
Article 9. Anti-Money Laundering Legislation
9.1 Vatsquare is under obligation to identify its Clients and their beneficiary right holders pursuant to national laws and European Anti-Money Laundering Legislation, and furthermore, as a member of the Institute.
Consequently, Vatsquare shall request the Client to provide certain information and documents, which it shall maintain, and/or Vatsquare shall consult suitable databases for this purpose. The Client undertakes to provide Vatsquare with the requested information and to notify any changes whatsoever in such information and documents to Vatsquare well in time.
9.2 The Client acknowledges that in the event of a referral by a professional connected to the Institute, Vatsquare shall assume that all obligations under Anti-Money Laundering Legislation have already been complied with. The Client undertakes, if necessary and upon Vatsquare’s first request, to allow the relevant professional to transfer all relevant information to Vatsquare.
Article 10. Processing of personal data
Article 11. Confidentiality
11.1 All data and information received by the parties from each other shall be treated as confidential during the term of the Agreement and shall not be disclosed to third parties or used for any other purpose than that agreed between the parties.
The obligation laid down under the previous paragraph shall not apply to confidential information that: was already publicly available at the time of disclosure by the disclosing party or subsequently became publicly available through no fault of the recipient; or information was already lawfully in the possession of the recipient at the time of disclosure as can be sufficiently demonstrated by the recipient; or was received by the recipient from third parties on a non-confidential basis after disclosure.
11.2 If Vatsquare is bound by law to provide information, Vatsquare shall verify the basis of the request and the identity of the applicant. Vatsquare shall notify the Client prior to providing such information, unless statutory provisions prohibit this.
Article 12. Intellectual property rights
12.1 All intellectual property rights and derived rights shall remain the property of Vatsquare at all times.
12.2 The Client shall have no right to disclose, reproduce or use Vatsquare’s work (advice, notes, contracts, working documents and other intellectual work) in any form whatsoever, either itself or with the help of third parties, in a context other than that of the assignment, without Vatsquare’s prior written consent.
Article 13. Non-recruitment
13.1 The Client expressly undertakes, for the entire duration of the Agreement and for a period of twelve (12) months following its termination, regardless of the reason for termination, not to employ, directly or indirectly, any member of Vatsquare’s personnel or independent contractor involved in the performance of the Agreement, or to have him/her perform services, directly or indirectly (e.g. through a legal entity), outside the scope of an Agreement between the Client and Vatsquare, unless upon prior written approval between the parties.
13.2 If the Client commits a breach of the provisions of article 13.1, Vatsquare may send a notice of default requiring it to cease and desist such breach within fifteen (15) calendar days and to compensate the damage suffered. If the notice of default is not complied with, the Client is bound to pay Vatsquare a one-off lump sum compensation of €60,000, without prejudice to Vatsquare’s right to claim additional damages if it can prove that its actual loss is higher.
Article 14. Nullity or modification
14.1 In case of nullity or non-application of one or more provisions of these General Terms and Conditions, the validity of the remaining provisions shall not be affected thereby. The parties shall, through mutual consultation, replace the provision declared void or inapplicable with a provision which approximates as closely as possible to the original provision and its intention.
14.2 Vatsquare reserves the right to modify these General Terms and Conditions at any time.
Article 15. Applicable law and jurisdiction
The General Terms and Conditions and all Agreements between Vatsquare and the Client shall be governed by Belgian law. All disputes of any kind are subject to the jurisdiction of the courts of Brussels, Dutch-speaking chambers.
Disputes relating to costs and fees may be referred to the Arbitration Commission of the Institute, which shall issue its award in the first instance and final appeal, without procedural costs.