Scope of the engagement letter
The provisions of this document form the general and specific terms and conditions governing the relationship between the Principal and the Professional.
Pursuant to the law, only a Professional registered with the ITAA (Institute for Tax Advisors and Accountants) may keep accounts for third parties. The Professional is required, by his professional association, to comply with strict rules of professional conduct. This engagement letter complies with those rules and is based on the template provided by the Institut to its members.
However, we advise you to pay particular attention to clauses 12 to 18 of this document which explain our specific functioning in detail.
By accepting the engagement, the Professional undertakes to comply with these terms and conditions. The Principal is deemed to expressly accept them by paying our fees.
MDS Consulting fulfils GDPR requirements
The General Data Protection Regulations (GDPR) came into force on 25 May 2018.
The aim of the GDPR is to improve the protection of personal data.
Based on the order placed with the professional by the client, the professional is obliged to collect accounting, tax, legal and social information about the client – in strict confidence – some of which may be regarded as “sensitive”.
The professional ensures optimal safeguarding during processing and high security when storing these data.
The professional provides the customer with the following:
MDS Consulting is a member of Kreston International
Kreston International is a global network of independent accounting firms offering their clients quality services.
Although each firm is a member of Kreston International (a limited company registered in England), the latter does not provide any professional service either to the member firms or to the clients thereof.
Kreston members are separate entities and are not associated other than by their membership to the network.
Many members – like MDS Consulting – use Kreston as their business trade name.
No Kreston stipulation or rule creates or implies any agency relationship or association whatsoever between Kreston International and the network member firms.
Depending on the Principal’s activities, MDS Consulting may:
If, following any such introduction, the Principal decides to use the services of such managers or personnel of other Kreston members, it must directly establish legal agreements with the member without MDS Consulting being a party thereto or incurring any liability in any respect.
Accordingly, the Professional shall not be liable for the services provided by another member of the network for the Principal.
The fact that you may have been put in contact via another network member does not imply any dependence or liability on the part of the latter, or the manager or personnel thereof.
Where MDS Consulting uses these services within the framework of its engagement, they shall be deemed services performed for MDS Consulting by subcontractors and not by managers or personnel of other Kreston members or of Kreston International.
Accordingly, MDS Consulting shall be liable for such services as if they were part of its own managers or personnel.
Kreston International and any other Kreston member shall not assume any liability to the Principal other than under a specific agreement.
By accepting the terms of this engagement letter:
Each Kreston member firm, Kreston International, each manager or member of their personnel and each of our managers or members of personnel may expressly benefit from this protective clause, rely on the principles hereof and enforce the conditions.
1.1 The Principal, acting in the aforesaid capacity, hereby represents that it appoints the Professional who accepts, to perform the task or tasks listed below. The engagement shall be strictly limited to the activities and periods stipulated below. It shall not imply any relative or absolute obligation. The tasks listed may be adapted to changes in the situation of either the Principal or the Professional, or to changes in legislation applying to the registered tax accountant profession. Either party may request such adaptation which shall result either from an amendment to the original agreement signed by the two parties or from the facts.
1.2 Accounting / Company law
“A professional accountant is a person who, on behalf of third parties, and in a usual and independent manner:
– organises accounting services and provides advice in such matters;
– opens, keeps, centralises and closes the accounting entries specific to the preparation of the accounts;
– determines the results and prepares “annual financial statements” in the form required by applicable legal provisions;
– carries out the activities referred to in Article 38″
1.3 Tax law
Art. 38 – Law of 22 April 1999:
“a tax consultant’s activity consists in:
1° giving opinions in connection with all fiscal matters;
2° assisting taxpayers in the fulfilment of their tax obligations;
3° representing taxpayers”
1.3.2 Direct taxes
1.4 Special tasks
The Professional shall not be required to verify that the amounts given by the Principal or the employees thereof are complete and accurate, or to verify the credibility of any documents, contracts, inventories, bills and vouchers whatsoever that are given or presented to it by the Principal as probative documents or to be used as such.
3: Principal’s Obligations
Having regard for the Professional’s engagement, the Principal shall scrupulously observe its duty to cooperate and provide complete information.
It shall therefore ensure that the Professional receives all the necessary information and documents in a timely manner, failing which the accountant shall be relieved of all liability for failure to meet deadlines set by law, regulations and agreements for completing tax, social security or other procedures covered by the scope of his engagement.
The Principal undertakes to provide the Professional by the seventh day of each month or quarter with the classified and inventoried accounting documents relative to the previous period. Tax returns, notices of assessment, requests for information, notices of reassessment, VAT account statements, VAT adjustments, in other words, all and any documents issued by the tax administration which demand a reply within a legal time limit, shall be sent to the Professional accountant within three days of the date of issue of the document. Documents should preferably be scanned and sent by email. The Principal should then satisfy itself by telephone or return email that the document has been received.
Accounting documents include, but are not limited to: bills issued and received, monthly statements of daily revenues broken down by payment method, contracts for borrowings, leasing and hire, all bank statements (save use of Coda) with details of transfers and remittances inserted, copies of the cash book up-to-date, all documents relating to local taxes and lastly all other documents that the Professional requests to carry out his engagement as described in this agreement. The documents shall be classified using the Professional’s method, failing which the time required to search for or classify documents may be carried to account.
As applicable, the aforesaid documents shall be provided by the Principal to the office of the Professional either following a prior phone call to the secretariat, or following written notification given by any other means.
4: Professional’s obligations
The Professional undertakes to use the utmost care in the performance of his engagement, provided that the resources requested to this effect have been made available.
He shall not be liable for the results obtained, particularly where the client’s accounting is not supported by probative documents.
In order to safeguard the Principal’s interests, the Professional shall use his best endeavours to apply all laws and regulations in force at the time of performing his engagement on the basis of documents provided by the Principal.
He shall not be liable for any professional legal, fiscal or accounting mistakes and errors that may have been committed or which are imputable to anyone prior to the effective date of this agreement.
He shall not be liable for any acts, representations or doings of his client, of the employees of the latter or any third party, on their own initiative and/or without the Professional’s knowledge, and which may adversely affect the normal performance of his engagement.
In the event of any late performance by the Principal, the Professional shall not be liable for the slightest administrative penalty, additional tax and/or interest charged.
5: Reciprocal liability
a) The Professional shall be solely liable for applying administrative and legal regulations, doctrine and legal precedents, in force at the time of performing his engagement. The Professional shall inform the Principal of his remarks in writing, to the extent possible.
b) In accordance with legislation in force and rules of professional conduct, the Professional shall take out an insurance policy to cover his professional liability with the minimum cover required by the professional institutes.
Save in the event of fraud or deliberate misconduct by the Professional, any error made by the latter and incurring his liability shall, in order to give rise to compensation, be expressly notified to him within three (3) years of the said error occurring.
As a first resort, and independently of any proceedings between the Professional and the Principal on the merits or amount of the dispute, the request for reparation shall be sent to the insurance company with which the Professional is insured.
Should the claim for compensation be considered legitimate, and the amount thereof defined, the insurance cover shall be applied. The Principal shall then receive compensation at the time and in the amounts paid by the insurance company.
Should the claim for compensation not be considered legitimate and the insurance cover cannot apply, the Principal shall not receive any compensation in excess of an amount equal to the last year of fees paid exclusive of VAT.
c) With reference to articles 1200 to 1216 Chapter IV Section IV §2 of the Belgian Civil Code on the joint and several liability between debtors, it is hereby agreed that the Principal in his capacity as natural person and for any corporate body, the company manager in his/her capacity as the person responsible for everyday management, shall be jointly and severally liable vis-à-vis the Professional for all the services provided and billed within the framework of the cooperation agreement.
In the event that the Principal breaches its obligation to pay the bills for services issued by the Professional, the company manager as the person responsible for the everyday management of the corporate body and in his/her capacity as a natural person, shall be personally and jointly and severally liable for payment of the fees owed by the Company of which s/he is the manager.
d) Should the Principal wish to hire an employee of the Professional less than one year after termination of the employment contract or cooperation agreement between the Professional and the employee in question, the Principal shall owe the Professional an indemnity corresponding to a full year of the cost of the employee, notwithstanding any mutually agreed or unilateral termination of this engagement letter.
The Professional shall perform the engagement conscientiously, independently and thoroughly. He shall, on his own initiative, decide not to undertake any tasks that might jeopardise his independence, and shall notify the Principal thereof in writing within reasonable time.
The Principal may, by means of a separate document, give the Professional a proxy to sign legal documents to be filed in accordance with legal requirements.
The Professional may also be given authority to request information from third parties having a direct connection with the obligations arising from this engagement.
The Professional may, on his own authority, perform or allow to be performed in whole or in part the duties arising under this agreement by his agents or employees, except for representation of the Principal, which may only be carried out by persons holding a proxy.
The Professional has insured his professional liability in accordance with the minimum requirements stipulated by the Institut Professionnel des Comptables et Fiscalistes Agréés (Art.14 A.R. 23/12/97) and by the Institut des Experts-comptables et des Conseils fiscaux (Art.96 Law 13/04/95 ).
All vouchers, books and documents may be moved. The Professional shall retain them for the time required to carry out his engagement.
10: Professional secrecy
The Professional and the agents and employees of the same undertake, within the framework of the engagement, to comply with professional secrecy and to act scrupulously, and with the dignity and probity characteristic of the profession of registered tax accountants and that of chartered accountant or tax consultant (Art.61&63 – Law of 23/12/05 ).
11: Anti-money laundering legislation
The Principal acknowledges being aware that the Professional is subject to legislation on preventing use of the financial system for money-laundering purposes (Law of 11 June 1993).
12: Agreement termination
The Professional and the Principal may at any time terminate this agreement by sending a letter of termination by registered mail.
As of receipt of the registered letter, the termination shall be effective within a period defined below, unless otherwise agreed by the parties:
In the event of a manifest breach by either one of the parties, this agreement may be terminated immediately by the first party to take action, by letter sent by registered mail, explaining the decision.
Until the file is returned to the Principal or its representative, the Professional shall take all the necessary conservatory measures to safeguard the Principal’s rights. The necessary measures taken shall be those of which the Professional was aware at the time the letter of termination was sent.
The Professional shall continue to provide his services until the stipulated date of termination, provided that the Principal pays a sufficient retainer fee and that the necessary documents have been provided to the Professional.
At the Principal’s request and in consultation with the fellow accountant taking over the file, the Professional shall handle services relative to the periods closed prior to the effective date of termination.
The Professional shall also indicate the obligations to be fulfilled by the Principal in the short term (e.g. information about the tax return filing date in accordance with due dates). Under no circumstances shall the Professional be held liable for any failure occurring after the file has been returned or taken over by a fellow accountant.
Upon commencement of the engagement, the Professional shall prepare a permanent electronic file that shall remain at all times the full property of the Principal.
This file shall contain a copy of all the documents directly prepared by the Principal or for the latter by third parties such as articles of association, contracts, certificates, notices of assessment, account statements, repayment schedules, etc.
In the event of termination, the file shall be made available to the Principal. When the file is returned, a detailed inventory shall be drawn up in duplicate (with one copy for each party to the agreement) which shall be signed and dated by the two parties.
Fees are calculated exclusively on the basis of an hourly system whether or not a retainer is requested.
In the case of the hourly system with request for retainer, the Professional shall send the Principal a periodical bill in advance (monthly, quarterly or yearly) for a set amount.
The request for retainer shall only cover recurring services within the meaning of clause 16 to be provided during the reference period.
An additional request for retainer may be made in advance or otherwise for non-recurring services within the meaning of clause 16.
The Professional shall inform the Principal if the retainer proves to be over- or under-estimated. The retainer shall then be adjusted accordingly.
Where no payment of a retainer is necessary, for example in the case of occasional tasks, the Professional shall simply issue a bill.
The Principal undertakes to pay the fees in full upon receiving the bill into the accounts BE07 0013 5084 8066 (BIC: GEBABEBB) or BE47 3101 0606 8980 (BIC: BBRUBEBB) opened in the name of MDS CONSULTING sa.
The hourly rates are revised yearly on January 1.
15: Disbursements and administrative expenses
The Professional shall recover any expenses paid on behalf of the Principal (disbursements) based on a separate statement. These are primarily costs of filing annual financial statements, B.C.E. registration/amendment expenses, any registration duties, etc.
In addition, the Professional may charge back all administrative expenses incurred in connection with the file management. These are primarily costs of communication, photocopies, specific equipment, official forms, postage, and travel and parking expenses incurred on behalf of the Principal.
16: Recurring and non-recurring services
For the purpose of clarifying the foregoing clauses, only the services expressly stipulated in clause 1, sections 2 and 3 (accounting, company and tax law) are considered recurring services.
Unless otherwise stipulated in the specific terms and conditions, all other services referred to in clause 1 sections 4 and 5 are deemed non-recurring.
17: Late payment
Insofar as the Professional and the Principal act within the framework of an independent or liberal economic or professional activity, the law of 16 February 2011 shall apply.
Amounts outstanding shall automatically bear, as of the date of invoice and without any formal notice, late-payment interest at the rate stipulated by the law of 16 February 2011 on late payment in commercial transactions.
They shall be increased by 15%, with a minimum of €50.00 lump-sum indemnity for administrative expenses and all other internal costs incurred by the creditor following any late payment.
In the event of legal proceedings, recovery costs actually incurred shall be payable by the Principal.
All and any legal fees shall be payable by the Principal.
Should the law of 16 February 2011 not apply, particularly because the Principal is not acting within the framework of an independent or liberal economic or professional activity, the Principal explicitly agrees that the following three clauses shall apply.
18: Suspension of services
In the event of any non-payment of any amounts due, the Professional reserves the right to suspend all the services, without notice, until full settlement of the debt.
Any objections to amounts claimed must be made in writing to the firm of the Professional within seven (7) calendar days of the date on which the bill is sent.
Thereafter, the claim shall be considered final and the amount thereof unquestionably due.
Any dispute arising out of or in connection with the performance or construction of this agreement shall be:
or submitted to the exclusive jurisdiction of the courts in the locality of the Professional’s offices.