General Terms and Conditions

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (or framework agreement) apply to all professional relationships between the professional and the client (hereinafter also referred to as 'Party' or 'Parties'), as individually described and set out in a separate assignment letter (hereinafter referred to as 'Agreement') and irrespective of within which company within the PIA Group the professional carries out or organises his work. These general terms and conditions form an integral part of the Agreement. In the event of contradiction between the content of these general terms and conditions and the Agreement, the Agreement shall prevail. In accordance with common law, the liability of the professional can only be invoked for assignments that can be proven to have been accepted by him. Finally, the client acknowledges and accepts that the Agreement and the rights and obligations provided for within it may be transferred by the professional to another (legal) person, entity or company. It is up to the professional to organise his activities from the company that he deems most appropriate for this purpose.

2.1. Recurring work: ‘Recurring work’ shall mean the assignments consisting of successive performances of the same nature that must be performed at certain deadlines that are known in advance. Unless a period is stated in the Agreement, the Agreement for recurring assignments is deemed to have been concluded for an indefinite period. Either party may, if necessary, terminate the Agreement at any time under the following conditions: (i) the termination must be notified to the other party by registered letter; (ii) a notice period of three months must be observed. The period of notice shall commence on the third day of the month following the date of posting of the registered letter. At the client's option if he gave notice and if nothing has been explicitly otherwise agreed in the Agreement, this notice period may be replaced by a fixed cancellation fee of 25% of the fees and expenses corresponding to the services usually provided by the professional over a full financial or calendar year, as the case may be, without prejudice to compensation for services provided following or after the termination of the Agreement, including transfer(s) of documents, books and records to another professional. The provisions of the Agreement and these General Terms and Conditions shall remain in full force during the notice period. A separate agreement can be concluded for services to be provided as a result of or after the termination of the Agreement, but which relate to the period in which the Agreement was still in force. If a lump-sum fee has been agreed between the Parties and the termination of the Agreement does not coincide with the financial year of the client, or the termination takes place within 12 months after the commencement of the Agreement, the professional can draw up a settlement in accordance with the provisions of the Agreement if the performances in that incomplete financial year would exceed the average working time, without prejudice to the charging of services within the meaning of Article 2.4 below.

2.2. Non-recurring work: Non-recurring work shall mean the assignments that do not fall under the definition given in Article 2.1 above. Unless proven otherwise or provided otherwise in the Agreement, the Agreement relating to a non-recurring work is deemed to be concluded for a fixed term. It ends after the execution of the assignment and, if this is applicable given the nature of the assignment, with the delivery of the agreed performances. In application of art. 1794 of the Old Civil Code, and if applicable, in deviation from art. 2004 of the Old Civil Code, the client has the right to terminate the Agreement early at the expiry of the non-recurring work. The client must terminate the Agreement early, if necessary, by means of a registered letter, which will take effect on the third day following the postmarked date of the registered letter. In that case, the professional is entitled to payment of the fees and expenses related to the work already carried out, increased by a lump-sum compensation that is equal to the fees and expenses still due for the assignments to be carried out.

2.3. Immediate termination: Each of the Parties may terminate the Agreement with immediate effect by registered letter, without prior notice, and without the professional being required to pay damages, if: (i) the continuation of the Agreement would place the professional in a position that conflicts with the deontological, professional and legal standards, or would compromise his independence, or in the event of circumstances preventing him from fulfilling his assignment; (ii) the obligations of the client and/or the professional included in the Agreement are not fulfilled, and/or if the non-fulfilment of the contractual obligations by the professional or the client jeopardises the balance of the Agreement; (iii) the non-fulfilment of the contractual obligations has damaged the trust between the two Parties to such an extent that a further cooperation is no longer possible, which constitutes an urgent reason. An evident breach of Article 4.3 below, as well as the refusal to provide a guarantee as set out in Article 3 below, shall constitute urgent reasons. Depending on the circumstances, the professional can precede his decision to terminate with immediate effect by sending a warning or a reminder to the client, without any obligation on the part of the professional to give prior notice. In the event of immediate termination, the professional is entitled to payment of fees and expenses related to the assignments already carried out. Furthermore, in the event of a breach on the part of the client, the professional reserves the right to claim a lump-sum breach payment equal to the breach payment as stipulated in Article 2.1 above, without prejudice to the right of the professional to claim higher damages if the actual loss is higher. In the case of a non-recurring work, the flat-rate severance payment shall be equal to the compensation due in the event of early termination of the Agreement as stipulated in Article 2.2 above. In the case that the client files for bankruptcy, is declared bankrupt, or if the conditions for bankruptcy are evidently met or if the client has filed for judicial reorganisation as provided for in Title V of the economic code, or in case of evident insolvency of the client, the Agreement shall be automatically dissolved. In such cases, the professional is entitled to payment of the fees and expenses related to the assignments already carried out.

2.4. Arrangements as a consequence of termination: After the termination of the Agreement, in whatever manner or for whatever reason, all books and documents belonging to the client will be put at the disposal of the client or his authorised representative, or transferred to another professional if so requested by the client and/or the succeeding colleague (“opvolgende confrater”). The professional is entitled to charge the client a fee for the services provided as a result of the aforementioned termination of the Agreement, with a minimum of EUR 250.

In the event of non-compliance, incorrect or late performance of his obligation(s )by the client, for example in the event of non-payment of fees, remunerations, costs or lump sums in accordance with Article 5 below, the professional is entitled to suspend the performance of his obligations with immediate effect, without prior notice and without any right to compensation on the part of the client. The professional shall inform the client in writing. If, legal actions for which the professional was instructed need to be taken urgently and necessarily after the start of the suspension or postponement of the execution in order to safeguard the client's rights, the professional shall inform the client accordingly. The professional may demand guarantees from the client for the proper execution of all his obligations. The professional reserves the right to terminate the Agreement in case of refusal by the client to provide the requested guarantees, as stipulated in Article 2.3 above. The performances of the professional shall remain suspended for as long as the client fails to perform his obligations, unless the Parties agree otherwise. In such a case, the professional cannot be held liable for any adverse consequences or damage (direct or indirect) that the client or third parties would suffer as a result of the suspension of his services. All costs and expenses arising from the suspension or postponement shall be borne by the client. The professional shall in all circumstances be entitled to payment of the fees and expenses relating to the work already carried out. The suspension in the sense of this article does not affect the right of the professional to immediately terminate the Agreement in accordance with Article 2.3 above.

4.1. Confidentiality: All information, including business information, know-how, trade secrets, personal data, client data, etc., transmitted by either party in the context of the Agreement is and shall remain strictly confidential, and shall not be passed on to third parties without the written consent of the other party. Without prejudice to the foregoing, the professional shall be entitled to mention the (company of the) client as a reference. However, the professional shall always seek the client's prior consent for any mention of the client in connection with marketing or publicity.

4.2. Rights and obligations of the professional: The professional shall carry out the assignments and services with due care and in complete independence. Unless expressly agreed otherwise, the professional does not undertake to fulfil any of the client's legal or contractual obligations or to assume any responsibility for the client's activities or transactions. The obligation of the professional is a best-effort obligation. He shall ensure that the services performed are in accordance with deontological and other professional standards of the Institute, taking into account the relevant legislation and regulations in force at the time of performance of the Agreement. The client and/or his appointee(s) are responsible for the accuracy and completeness of the documents and/or information provided by them. The professional is not obliged to verify the accuracy and completeness of the information provided by the client and/or his appointee(s), nor the reliability of the documents, deeds, contracts, inventories, invoices and supporting documents of all kinds that are entrusted to him or presented to him by the client as evidence, or as documents to be used as evidence. Unless expressly agreed otherwise, the performance of the professional's assignment(s) is not specifically aimed at discovering or checking for fraud, forgery or other crimes, unlawful acts or illegalities. All documents or information supplied by the client shall be deemed to be complete and accurate. The professional may be assisted by employees or experts of his choice and may have the assignments resulting from the Agreement carried out in whole or in part by (an) appointee(s) or expert(s), in which case the professional is entitled to make the information and documents he has received from the client available to this appointee(s) or third party expert(s). The professional, as well as his authorised representative(s) or appointee(s), shall be bound by professional secrecy, subject, however, to the application of the provisions of the legislation and regulations for preventing the use of the financial system for money laundering and the financing of terrorism.

4.3. Rights and obligations of the client: With regard to the performance of the Agreement and the assignment(s) given to the professional, the client undertakes to cooperate with him, and to provide him with all necessary information, either on paper or digitally via the means provided for that purpose, in an accurate and timely manner. The client undertakes to check the documents and statements provided by the professional to ensure that they correspond to his expectations and to the information provided. If this is not the case, the client shall inform the professional immediately. The client undertakes to bring to the attention of the professional any information, event or development that might affect the performance of the assignment as stated in the Agreement. The client shall thereby inform the professional of any failure to comply with a payment obligation, and this from the first due date, with regard to any tax or social administration, as well as any other creditor. The client is responsible for all management decisions relating to the services provided, for the use or implementation of the results of the services, as well as for determining whether the services are suitable for the intended purpose. When using or providing information, documents or documentation from third parties to the professional, the client shall ensure that he has obtained all the necessary permissions from these third parties that are required in order to enable the professional to perform the Agreement. The client is always solely responsible for all the permits and authorisations required for the assignments(s) or services. Any compensation(s), fines or delays and, in general, the consequences of stopping the assignment(s) or services as a result of the foregoing shall be borne entirely and exclusively by the client. The client acknowledges that he is aware that the professional is obliged to comply with the provisions of the legislation and regulations on preventing the use of the financial system for money laundering and the financing of terrorism. The client undertakes to provide the professional with all the information and/or documents without delay, including the provision of correct and complete data regarding residence, identity cards, beneficial owners, and any changes that would be required in the application of this legislation. The client acknowledges that all advice and calculations provided by the professional are protected under copyright law. All advice and calculations remain the property of the professional. The client is therefore not allowed to disclose the advice and calculations provided by the professional to any third party, except with the prior written consent of the professional. This permission for use can never be considered to be permission to distribute the documents of the professional. The foregoing applies without prejudice to Article 7 below.

4.4. Prohibition of solicitation: The client expressly undertakes not to employ, directly or indirectly, a member of staff or an independent contractor of the professional involved in the execution of the Agreement, or to have him/her perform work, directly or indirectly (e.g. through a legal entity) for the entire duration of the Agreement and for a period of 12 months following its termination, regardless of the reason for termination. Each breach of this prohibition shall give rise to a one-off lump sum compensation payment to the amount of EUR 25,000.00, without prejudice to the right of the professional to prove higher damage and to claim compensation for this.

5.1. Determination of fees and costs: The fees and costs shall be determined in the Agreement in accordance with the statutory and regulatory provisions applicable to the professional, without prejudice to the provisions of these General Terms and Conditions, which form an integral part of the Agreement. All fees are always exclusive of VAT and any other government levies, of whatever nature, including new taxes, duties or levies introduced after the conclusion of the Agreement, which are always fully borne by the client. Fees and costs shall become due as the work is performed for the client, even if the assignment is not necessarily terminated. The professional shall periodically charge advanced costs and costs to be passed on that are generally fully borne by the client, to the client as the work progresses and in accordance with the VAT legislation, by means of an invoice. The professional may request one or more advance payments, without prejudice to the charging of possible fixed fees. These advances (other than flat rates) shall be settled in the final statement of expenses and fees. The professional is entitled to charge additional fees in the case of events beyond his control (including any act or omission by the client) that affect his ability to carry out the services as originally planned or agreed, or if the client requires additional work from the professional. Finally, the professional is entitled to adjust his fees as a function of the complexity and scope of the assignment, the special qualifications of the professional and the general costs of his business. Furthermore, the fees, lump sums, allowances and tariffs are automatically indexed at least once a year to the health index or the consumer price index, or any other applicable price index, using the usual formulas, whereby, as a rule, the base index is that of the month preceding the date of entry into force of the Agreement, and the new index is that of the month preceding the anniversary of the entry into force of the Agreement. The fees, lump sums, allowances and tariffs will be automatically adapted to the index without prior notice. Regardless of the circumstances, the amounts after indexation may never be lower than the previously indexed amounts and/or the amount applicable on the starting date of the Agreement. If the calculation basis of the health index or consumer price index or any other applicable price index is modified or ceases to exist, the basic amount will be adapted according to the conversion rate as described in the Belgian Official Gazette, or according to any other system that would replace the health index or consumer price index, or any other applicable price index. If such a system no longer exists, the basic amount will be adjusted on the basis of the increase in the cost of living. However, the adjusted amounts will never be lower than the indexed amounts. Finally, the non-payment of indexations cannot be considered as a waiver of rights on the part of the professional. The latter reserves the right to retroactively claim the adjustments resulting from the indexation at any time if, regardless of the anniversary or periodicity, these have not been paid by the Client. Any further conditions, modalities and agreements on the fees, costs, rates and lump sums are determined in the Agreement.

5.2. Terms of Payment: Invoices and/or fee notes are payable at the registered office of the professional within 30 days of the invoice date. In exceptional cases, the professional may grant a discount or a commercial allowance. Under no circumstances may such an allowance give rise to a right in the future. In the event of late payment of an invoice, late-payment interest shall be payable from the due date, automatically and without prior notice of default (unless the client is a consumer – see below), as stipulated in the Law of 2 August 2002 on combating late payment. A fixed compensation of 10% of the total amount with a minimum of EUR 250 shall also be payable (unless the client is a consumer – see below), ipso jure and without prior notice of default, without prejudice to the right of the professional to claim a higher compensation if the damage actually suffered is higher and without prejudice to the mandatory legal provisions for consumers (in particular Book XIX of the Code of economic law). If the client is a consumer, the aforementioned late-payment interest (which may be capped at the statutory interest rate as included in the Act of 2 August 2002) and damages may only apply after the expiry of a period of fourteen (14) calendar days following the sending of the first notice of default (free of charge) to the consumer. The aforementioned period of fourteen (14) calendar days starts, if applicable, on the third business day (including Saturday) after sending the notice of default to the consumer or, if the first payment reminder is sent electronically, on the calendar day following the day on which the reminder was sent to the consumer. In addition, if the client is a consumer, the aforementioned lump sum compensation due shall be a maximum of EUR 20, if the amount due is less than EUR 150, a maximum of EUR 30, plus 10% of the amount due between EUR 150, and EUR 500, if the amount is more than EUR 150, but less than EUR 500, and a maximum of EUR 65, plus 5% of the amount due on the tranche above EUR 500, (with an absolute maximum of EUR 2. 000) if the balance due exceeds EUR 500. In addition, if one or more invoices are not paid in full and on time, the professional is entitled to have the client pay for the reminder and warning costs incurred by the professional based on the applicable rates, i.e. EUR 15 for a second written reminder and EUR 20 per reminder as of the third written reminder. However, if the client is a consumer, no costs will be charged for the first reminder and each subsequent reminder regarding the same outstanding debt will only entail an additional cost of a maximum of EUR 7.50, plus the postage costs applicable at the time of sending. Furthermore, in the case of the legal recovery of unpaid invoices, all collection costs (both out-of-court and judicial) shall be borne in full by the client if the client is found to be at fault by the competent court (without prejudice to the foregoing restrictions on consumers and the relevant mandatory legislation, in particular Book XIX of the Code of economic law). The professional shall be entitled to first allocate payments to any costs due, to conventional fixed damages and to late-payment interests before allocating them to the outstanding principal sum. In the absence of payment on the due date of one or more invoices, the obligations of the professional shall be automatically suspended without prior notice of default, and the professional shall consequently be entitled to suspend his activities for a period equal to the period during which the client fails to fulfil his obligations, or has not fulfilled them. However, the above shall not apply if the client is a consumer in which case any suspension of obligations or other measures by the professional shall only be possible after the expiry of the period of fourteen (14) calendar days already mentioned in this article. The professional may at all times issue interim invoices during the execution of the Agreement. These interim invoices may be invoiced irrespective of whether the assignment has been terminated or not. Unless expressly agreed otherwise, these interim invoices shall apply as a charge, and not as an advance payment. In the absence of payment on the due date of one or more invoices, all outstanding invoices that are not yet payable shall automatically become due without notice of default. Invoices that are due and payable shall also give a right to late-payment interest and the fixed compensation stipulated in this Article 5.2 from the date of maturity. If the client consists of several persons (natural or legal entities), they are jointly and severally liable for making the payments to which they are obliged by the Agreement with the professional

5.3. Disputes: All disputes regarding costs and fees must be submitted to the professional by registered mail within 15 days after the invoice date, together with an explanation. If the professional does not receive a (timely) objection, the client is deemed to have definitively agreed to the invoiced services and to have waived any (claim) right against the professional or his appointees. Any complaint or dispute after the aforementioned period shall be considered null and void. A complaint or objection does not give the client the right to terminate the Agreement, nor the right to refuse acceptance of or payment for the services or assignment(s), nor the right to claim damages.

6.1. Limitation(s) of liability: The liability of the professional is always strictly limited to the tasks and obligations defined in the Agreement. The professional shall not be liable for corporate and/or other damage to company property, or for direct or indirect damage incurred through the use of the services provided, and in particular loss of data, disassembly and/or decompilation of data, loss of business time or financial loss, recovery costs, loss of goodwill, reputational damage, loss of customers, savings, loss of profits or lack of profit improvement, costs for backup, data recovery procedures and reversion to manual procedures. Except in cases of fraud or intent, any contractual or extra-contractual liability of the professional, his shareholders, directors and/or (independent) employees for loss, damage (direct or indirect), costs or expenses arising in connection with the performance of the Agreement shall, in any case, be limited to the amount of the fees and expenses received by the professional from the client in connection with the Agreement. Under no circumstances can directors, shareholders, (self-employed) employees or appointees of the professional be held liable, either directly or jointly with the professional. The client undertakes and accepts that he may only pursue any liability claims against the professional arising from this Agreement by issuing a written notice of default with a motivated description of the alleged fault, and this within a period of 1 month from the day the client discovers, or should have discovered, the fault of the professional (after which the right to damages against the professional lapses irrevocably). If the professional is liable to the client (or to others for whom services are provided) on the basis of the Agreement, or otherwise in connection with the services, for damage to which other persons have also contributed, the professional shall not be jointly and severally liable for this. In that case, the liability of the professional shall always be limited to that part of the total damage that can be attributed to the professional, based on the extent to which the circumstances attributable to the professional contributed to the damage, without prejudice to the limitation of liability provided for this. If, notwithstanding the foregoing limitation of liability, the liability insurer does not pay out for any reason whatsoever, and the professional would still be required to pay damages, all liability shall in any event be limited to a sum equal to the fee received for the execution of the agreement. In case of a recurring work, the damages shall be equal to the amount of the fees invoiced to the client and paid by the client during the twelve months preceding the event causing the damage, or from the beginning of the execution of the assignments if this period is less than one year. Should it appear that two or more cases of damage result from one and the same fault, they shall be regarded as a single case of liability, and the liability shall therefore be limited to the highest amount applicable to the assignments or agreements concerned. Unless stipulated otherwise by mandatory legal provisions, the damage arising from (1) the loss of profits, goodwill, business opportunities or anticipated savings or benefits, (2) the loss or corruption of data, or (3) indirect or consequential loss or damage, also including loss of time, loss of customers, loss of profit, loss of income, increases in costs, disruption of a (commercial) activity, claims by third parties, damage to reputation, loss of future savings, staff costs and or any other form of economic loss, shall in no event provide the right to compensation.

6.2. No liability for negligence on the part of the client or third parties: The professional shall not be liable for any losses, damages, costs or expenses that may arise in any way (1) from (fraudulent) acts or negligence, omissions, incorrect or incomplete statements or unlawful acts on the part of the client, his directors, shareholders, agents or subcontractors, (2) if the incorrect application of the legal and administrative regulations occurred at the request or with the knowledge of the client, or (3) due to the delay or non-performance of his obligations if this delay or non-performance is the result of circumstances beyond the reasonable control of the professional. The professional reserves the right to recover any damages from the client. If the client fails to submit the documents on time, the professional shall not be liable for the failure to comply with the deadlines imposed by the law, regulations and agreements relating to the implementation of tax, social security or other formalities falling within the scope of his assignment. Finally, the professional is not responsible or liable for the consequences of any shortcomings, errors or violations that may have been committed before his intervention.

6.3. Force majeure and hardship: The professional is not liable for non-performance, late performance or improper performance of (one of) his obligations that is the result of an external cause, such as coincidence or force majeure, and that cannot be attributed to him. Force majeure shall be understood to mean any event that makes compliance with the professional’s compliance reasonably impossible, extremely difficult or extremely expensive. Without being exhaustive, the following events are deemed to constitute an external cause for the professional: strikes, lockouts, war, governmental obligations, requisitions, occupation of the territory, riots, attacks, robbery, sabotage, epidemics, pandemics, illnesses, coercive governmental measures (e.g. due to epidemics, pandemics or disease), fire, flood, earthquakes, natural disasters, shortage of labour, shortage of fuel, breakdown of machinery, traffic disruption, late delivery by the professional’s supplier, service provider or subcontractor, price increases at the professional’s supplier, service provider or subcontractor, insolvency of his supplier, service provider or subcontractor, breakdown or failure of telecommunication, electricity and/or internet connections for which one of the parties is not responsible, and any other external cause for the professional’s supplier, service provider or subcontractor. The aforementioned events are deemed to be unforeseeable and unavoidable for the professional. In the event of force majeure, the client shall not be entitled to compensation from the professional for any reason whatsoever. If a case of force majeure results in an interruption of the execution of the assignment(s) or services, the execution period shall be automatically suspended for the duration of the interruption, extended by the time required to restart the execution of the assignment(s) or services, without the professional being liable for any compensation to the client. If abnormal and reasonably unforeseeable (changes of) circumstances arise after the conclusion of and/or during the Agreement, that cannot be attributed to (the fault of) the professional or the client, and for which neither the professional nor the client has assumed the financial risk and which excessively complicate or impede the professional's performance of the obligation(s) in such a way as to seriously upset the contractual balance, the professional and the client shall negotiate together and, if necessary, amend the Agreement by mutual written agreement in order to restore the contractual balance. If no agreement is reached within fourteen (14) days from the written request to amend the Agreement, the professional shall be entitled to suspend his commitments, with immediate effect and without prior notice, without being liable to pay any compensation to the client, and to also terminate the Agreement without paying any compensation, subject to one (1) month's notice. The foregoing shall not apply to cases of force majeure as set out above in this Article 6.3.

The professional is responsible for the processing of personal data of the client (or his representatives, appointees or staff) or other data subjects within the context of the Agreement. The professional shall take all appropriate technical and organisational measures to ensure that the processing of personal data complies with the applicable data protection legislation (including the General Data Protection Regulation (EU) 2016/679 of 27 April 2016 (the “GDPR”)). The processing of personal data by the professional is subject to his privacy policy, which can be viewed at [...]. As a rule, the professional acts as the data controller who processes the personal data within the context of the Agreement or on the basis of a legal obligation. If and insofar as the professional should process the personal data of the data subject on the instruction of, and for the benefit of the client as the "processor" of the latter, the Parties shall conclude a separate data processing agreement within the meaning of Article 28.3 of the GDPR, which shall be attached to the Agreement.

The client acknowledges and accepts that the professional is always entitled to communicate electronically or digitally, and that no system or procedure can fully exclude possible security risks. The client also acknowledges and accepts that the professional is entitled to electronically process and store all data he possesses within the context of the Agreement. Each party is, however, responsible for the security and protection of its own systems and interests with respect to electronic communication and/or data retention. Neither party shall be liable for any loss, error or omission arising out of, or in connection with the use of electronic communications between the parties or the electronic preservation of data, without prejudice to mandatory data protection legislation. The professional is furthermore entitled to use an electronic signature system, without prejudice to the applicable legislation in this regard, and may unilaterally determine the extent to which electronic signatures are used within the context of the Agreement. The professional may be granted remote access to the local network of the client in order to establish connections to the network of the professional. Appropriate security measures shall be taken in this respect, but, without prejudice to the applicable data protection legislation, any liability of the professional resulting from the remote access shall be excluded.

All intellectual property rights (in the broadest sense, including, but not limited to copyrights, software protection, database protection, drawings and models, trademarks, patent rights, trade names, know-how, trade secrets and domain names, including the (right to request) the granting of such rights) to or connected with creations that the professional or his appointees have developed in the context of the Agreement or the execution of the assignment(s) are always the exclusive property of the professional or his licensors. No provision in these general terms and conditions or in the Agreement can be construed as a full or partial transfer of these intellectual property rights to the client. The reports and/or documents prepared by the professional may only be used by the client after full payment of all fees and expenses due under the Agreement, and this within the limits of the specific assignment for which they were prepared. The professional may, in any case, make use of the data provided by the client for internal analyses and/or benchmarking. Furthermore, working documents remain the exclusive property of the professional at all times during the work. After the termination of the Agreement, in whatever way or for whatever reason, the professional shall retain the relevant documents and files for the applicable statutory retention periods, after which the professional shall be entitled to remove and/or destroy the documents, data and files in his possession, unless otherwise agreed in advance and in writing. The client is responsible for the safekeeping of the (accounting) documents and records sent to him by the professional during the applicable statutory periods. Unless expressly agreed otherwise, the professional is not required to retain original documents or records for the client.

The interpretation and execution of these general terms and conditions and the Agreement are governed exclusively by Belgian law. Any challenge or dispute relating to the conclusion, interpretation, performance, suspension or termination of the Agreement, of whatever nature, shall fall under the exclusive jurisdiction of the courts that have jurisdiction over the professional's registered office. Disputes regarding fees and expenses may also be submitted to the arbitration board of the Institute for Tax Advisors and Accountants (ITAA), which shall render a final decision, in first and last instance and without procedural costs.