Terms and Conditions

These General Terms and Conditions, together with the Engagement Letter, constitute the entire agreement between the parties (the "Agreement").

All terms used in the Engagement Letter have the same meaning as in these General Terms and Conditions, and vice versa. In the event of any discrepancy between the Engagement Letter and these General Terms and Conditions, the latter shall prevail, unless they have been amended by the Engagement Letter with specific reference to the relevant clause of the General Terms and Conditions.

“We” (or “us”) refers to “BOGAERT & BOSMANS Bedrijfsrevisoren – Réviseurs d’Entreprises BV” and references to us in these General Terms and Conditions shall be interpreted accordingly. References in these General Terms and Conditions to “the Client” relate to any other party than us in the Agreement.

References in these General Terms and Conditions to the "Law" concern the Law of July 22, 1953, establishing an Institute of Company Auditors and organizing the public supervision of the profession of company auditor.

Article 1 – Scope of the General Terms and Conditions

These General Terms and Conditions apply to all services we provide, as specified in the Engagement Letter (“the Services”), referring to one of the following categories:

1.1. Certification engagements, being assignments entrusted to us pursuant to or under a law or similar regulation, within the framework of which we apply audit procedures, including a limited review, on financial information. These Certification engagements include, without being limited to, assignments entrusted to us as a natural extension of our role as auditor, either in accordance with professional practice or based on the reference made to the function of “auditor” in a foreign legal system. They particularly include assignments entrusted to us based on the knowledge we have acquired about a specific entity in the context of such a role, such as the issuance of reports on a consolidation package, the issuance of “Comfort” letters, reports on pro-forma or budgeted financial information, as well as reports on interim financial information. The assignments referred to in Article 17 of the Law are Certification engagements within the meaning of these General Terms and Conditions.

1.2. Other Assignments, being assignments other than those described in section 1.1 above as Certification engagements, including audit assignments or limited review assignments of financial information, which are awarded on a contractual basis outside any legal or regulatory obligation. When the Other Assignments do not aim to certify financial information, they will be performed based on the information and statements provided by the Client, the accuracy of which we will not verify, unless required by applicable professional standards or specified in the Engagement Letter.  

Article 2 – Limitations of Our Obligations

2.1. We have no obligation whatsoever to:

a) to ensure that the Services were provided in accordance with the laws of a foreign jurisdiction; or

b) to report that during the period to which the Agreement relates, the Client has not complied with all applicable legal or regulatory requirements, including but not limited to civil, corporate, commercial, tax, labor, and competition law, unless Belgian law explicitly obliges us to report on such compliance; or

c) to ensure that the Client, during the period to which the Agreement relates, has fully benefited from any investment aid, subsidies, grants of any kind, or any other benefits or opportunities provided by any law or regulation.

2.2. We have no obligation to inform the Client of changes in legislation or regulations, nor to notify the Client of possible consequences of such changes for the Client.

2.3. In providing the Services, we shall not be deemed to have knowledge of information from other assignments, except to the extent specified in the Engagement Letter.

2.4. Unless otherwise provided by law or professional rules, we accept no responsibility for the impact on our report of events occurring after the date of issuance of our report, and we will have no obligation to amend that report.

Article 3 – Binding Nature

3.1. We will only be bound by the final version of our reports, advice, and conclusions presented to the Client in written form, signed by a duly authorized person.

3.2. Draft documents, whether in electronic or written form, and oral advice do not constitute our final reports, conclusions, or advice. We accept no responsibility for the content or use of such drafts or oral advice, except when their content is subsequently confirmed in a final, signed report or letter.

Article 4 – Intellectual Property Rights

We retain copyright and all other intellectual property rights on everything we develop, before or during our assignment, including our systems, methodologies, software, and know-how. We will also retain all copyrights and other intellectual property rights related to all our reports, deliverables, written advice, working papers, files, and other documents provided by us to the Client in the context of the assignments to be performed, including documents and files in electronic form.

Article 5 – Retention of Working Papers

Our working papers remain our property during the course of the work. Upon termination of the Services, we will retain all related documents and files for the period prescribed by law for the type of Services covered by the Engagement Letter. After this period has elapsed, we may destroy them, unless otherwise agreed in a separate written agreement, without prior notice to the Client.

Article 6 – Obligations of the Client to Provide Information

6.1. To the extent that our Services depend on the information and explanations to be provided by the Client or on behalf of the Client, the Client must ensure that this information and explanations are provided in a timely manner and are complete, accurate, and not misleading. If the information or explanations are based on assumptions, the Client shall provide us with relevant details. The Client is responsible for immediately informing us of any changes regarding the provided information or statements, as soon as it is no longer possible to rely on them or as soon as the assumptions previously presented to us are no longer valid.

6.2. When the Client uses or provides information or documentation from third parties to us, the Client shall ensure that they obtain the necessary permissions from these third parties to enable us to provide the Services. The Client is responsible for the relationships with such third parties, for the quality of their contributions and work, as well as for the payment of their fees. Except as otherwise provided by law, professional rules, or the Engagement Letter, we will not verify the accuracy of the information or documentation provided to us by such third parties.

6.3. In the event that the Client fails to provide us with the relevant information and explanations necessary for the proper execution of our assignment, this could make it impossible to provide or complete the Services, or could lead to the inclusion of a qualification in any report we are required to prepare under the Agreement. Ultimately, unless otherwise provided by law or professional rules, we have the right to suspend the provision of Services without prior notice, or to terminate or suspend the Agreement with immediate effect, in accordance with Article 12 below. In that case, our rights are determined in Article 13.4 below.

Article 7 – Fees and Invoicing

7.1. Our fees are calculated based on the time spent by us or on a fixed-fee basis, depending on the required levels of expertise and responsibility. Our fees take into account various factors, including, for example:

- the results of our preliminary review of the Client’s accounting records and statements, as well as publicly available information;

 - the extent to which we expect to rely on the information and explanations provided by the Client;

 - the level of assistance expected from the Client, including the quality and timely communication of documents and other information to be provided to us, as well as the availability and cooperation of management, accounting staff, and, if necessary, operational personnel.

If the actual circumstances we encounter are incompatible with the assumptions underlying the estimated fees, or if other circumstances beyond our control arise that require additional work beyond the services on which our fees were based, we may adjust our fees accordingly, even if they were agreed on a fixed-fee basis, subject, where applicable, to compliance with any mandatory procedures set out in the applicable legislation. In such cases, the deadlines for the assignment may also be revised.

7.2. In the context of our services, Belgian law regarding professional secrecy shall apply to the disclosure of our documents and to the testimony of our staff. However, if the Client requests or authorizes us to do so, to the extent permitted by law, or if the law requires us to disclose documents or testify, the Client shall bear our efforts and costs, as well as the fees and expenses of our legal counsel incurred to comply with such requests, provided that we are not a party to the proceedings in which the information is requested.

7.3. Our fees and expenses will be invoiced on a regular basis, in accordance with the schedule set out in the Engagement Letter. In the absence of such a schedule, the fees will be invoiced upon completion of the assignment. Invoices are payable in full by the Client upon receipt.

7.4. Fees and expenses are calculated excluding taxes and charges. The Client shall pay VAT and all other taxes and levies to which the Client is legally subject.

7.5. If the Client disputes an invoice, in whole or in part, the Client shall notify us in writing within 30 calendar days of receipt of the invoice. Under no circumstances shall the Client withhold payment of the undisputed portion of the invoice.

7.6. If the Client refuses to pay undisputed amounts, we may decide to terminate or suspend the Agreement in accordance with the conditions set out below in Articles 12 and 13.4.

Article 8 – Professional Secrecy and Confidentiality

The Client acknowledges that we, as auditors registered in the public register of the Institute of Auditors, are bound by professional secrecy which, subject to very limited exceptions, prohibits us from disclosing any information about the Client obtained as a result of providing our Services.  

Article 9 – Personal Data

9.1. To the extent necessary, the Client agrees that we may use the personal data of your representatives, employees, and directors for the provision of Services, for compliance, regulatory, risk management, and quality control purposes, as well as for various business purposes (such as relationship management and client account management), and that we may share such personal data with any local or foreign entity within our network, including those supporting our office policies and management, as well as with service providers we engage.

9.2. Such personal data will be used to keep the Client and/or its representatives, employees, and directors informed about our professional and social activities and any subject that may be of interest to any of them. The Client and/or its representatives, employees, or directors may at any time, if they no longer wish to receive such information, send a corresponding request by email to [contact person to be specified].

9.3. The registered personal data can be consulted free of charge at any time and, if necessary, amended by the person concerned by sending an email to the above-mentioned address.

9.4. The Client will inform its representatives, employees, and directors about the processing of their personal data for the purposes mentioned in Articles 9.1 and 9.2. The Client guarantees that it has obtained the consent of the individuals whose personal data are processed.

9.5. The Client confirms that the processing of personal data obtained in the context of providing Services will not result in a breach on our part or on the part of any entity within our network of the "Regulations on the protection of privacy and personal data."

Article 10 – Anti-Money Laundering Provisions

Pursuant to national and European anti-money laundering legislation, we are required to identify our clients and their beneficial owners. Consequently, we will request certain information and documents from the Client and keep them on file and/or consult appropriate databases for this purpose. The Client undertakes to provide us with the requested information and to inform us promptly of any changes regarding that information and those documents. If our request is not answered with satisfactory information and documents within a reasonable timeframe, there may be circumstances in which we are unable to provide or continue to provide our Services.

Article 11 – Anti-Corruption

11.1. The parties commit to complying with all relevant laws and regulations that prohibit, prevent, and penalize acts of corruption and related criminal or wrongful acts, in all their transactions and relationships, whether or not connected to this Agreement and the Services provided under this Agreement or otherwise, regardless of the form these acts take and to any extent.

11.2. The parties shall impose the obligations referred to in Article 11.1 on their employees and directors, and shall ensure that third parties involved in the execution of this Agreement or in the execution of a project that is part of this Agreement are contractually bound by the obligations referred to in Article 11.1.

Article 12 – Duration, Termination, Suspension

12.1. Duration: The effective date and duration of the Agreement are specified in the Engagement Letter and, where applicable, in accordance with the law and professional regulations.

12.2. Termination and Suspension: The parties may decide to terminate or suspend the Agreement in the following circumstances and, with respect to Certification engagements, to the extent permitted by law or professional regulations:

a. By mutual agreement.

b. Termination for breach of contract: Either party may terminate the Agreement, by written notice and with immediate effect, if the other party commits a material breach of any provision of the Agreement that is not capable of remedy, or that, if capable of remedy, is not remedied within 30 days after a written request to do so (or, if it is not feasible to remedy the breach within that period, if no reasonable steps have been taken within 30 days to address the breach).

c. Termination due to insolvency: Either party may terminate the Agreement, by written notice and with immediate effect, if the other party is unable to pay its debts or has had a provisional or judicial administrator or liquidator appointed (or, in any such case, the equivalent thereof in another jurisdiction), or convenes a meeting of creditors, or ceases its operations for any reason, or if, in the reasonable opinion of the party seeking termination, any such event appears likely.

d. Termination for regulatory reasons: We may terminate the Agreement at any time, by written notice and with immediate effect, if we reasonably believe that the performance of the Agreement, or any part thereof, results or could result in us, or any entity within our network, violating a legal, regulatory, or ethical standard, or an independence requirement, in any jurisdiction. Without prejudice to the foregoing, we may either suspend the Agreement or attempt to agree on a modification to avoid such a breach of the Agreement.

e. Suspension: Either party may suspend the Agreement by giving written notice to the other party (i) when, in the reasonable opinion of the suspending party, there are circumstances relating to the other party that have a material and adverse impact either on the fundamental terms on which the Agreement was entered into or on the performance of the obligations of the suspending party; or (ii) when the suspending party reasonably believes that the performance of the Agreement, or any part thereof, results or could result in a party, or any related entity, violating a legal, regulatory, or ethical standard, or an independence requirement, in any jurisdiction.

If, after suspension of the Agreement, we agree to resume the provision of the Services, the parties shall first reach an agreement on any necessary amendments to the Agreement resulting from the suspension, including fees, costs, and timelines for performance. ​

If a period of suspension exceeds 30 days, either party may terminate the Agreement with immediate effect by giving written notice to the other party.

Article 13 – Compensation in the Event of Termination

Except where otherwise provided by law or professional rules, the following provisions shall apply when the Agreement is terminated before we are able to complete the provision of the Services:

13.1. If the termination is initiated by the Client for reasons for which we are not responsible, we remain entitled to the full amount of the agreed fees, without prejudice to our right to claim compensation from the Client for any loss suffered. Such compensation can only be claimed if the termination was untimely or unlawful.

13.2. If the termination of the Agreement is initiated by the Client for reasons for which we are responsible, we remain entitled to the portion of the fees corresponding to the part of the Services provided up to the date of termination, without prejudice to the Client’s right to claim compensation from us, in accordance with the provisions and within the limits set out in Article 14 below.

13.3. If the termination of the Agreement is initiated by us for reasons for which the Client is not responsible, we remain entitled to the portion of the fees corresponding to the part of the Services provided up to the date of termination, without prejudice to the Client’s right to claim compensation from us, in accordance with the provisions and within the limits set out in Article 14 below. Such compensation can only be claimed if the termination was untimely or unlawful.

13.4. If the termination is initiated by us based on reasons for which the Client is responsible, we remain entitled to the full amount of the agreed fees, without prejudice to our right to claim compensation from the Client for any loss suffered.

Article 14 – Limitation of Liability  

14.1. We will provide the Services with appropriate care and in accordance with the applicable professional standards and legal provisions. Except as otherwise provided by mandatory law or professional regulations, the Services we agree to provide are obligations of best efforts and not obligations of result.

14.2. Our liability towards the Client for damages related to the Agreement, even when the Client represents more than one party, is limited as follows:

a) Our total liability for all Certification engagements, as defined above in Article 1.1 of this Agreement, is limited to the amount specified in Article 17 of the Law.

b) Our total liability (contractual, non-contractual, or otherwise) for all Other Assignments under this Agreement is limited to twice the agreed fees for these Other Assignments.

c) The limitations under the preceding points a) and b) shall not apply solely when our liability results from a personal intentional wrongdoing or personal fraud. Consequently, these limitations shall expressly apply to any liability arising from any other fault for which we are responsible.

d) When two or more damages result from the same fault committed by us, they shall be considered as a single liability case, and our liability shall accordingly be limited to the highest liability amount applicable to the involved assignments or agreements.

e) Except as otherwise provided by mandatory law, we shall in no event be liable for damages resulting from (a) loss of profit, goodwill, business opportunities, or expected cost savings or benefits, (b) loss or misuse of data, or (c) any indirect loss or damage.

Article 15 – Liability – Indemnity

15.1. Except as otherwise provided by mandatory law, any claim based on or related to this Agreement against us can only be validly brought within three years from the act or omission invoked against us.

15.2. With regard to the Other Engagements, as defined in article 1.2 above, the Client undertakes to indemnify and hold us harmless against any legal claim based on negligence or against any judicial decision obtained by a third party for compensation of damages related to the Agreement, including interest and costs (including attorney’s fees), except when the decision is the direct and immediate result of an intentional fault or fraud on our part.

15.3. Only we shall be liable for the provision of the Services. The Client therefore agrees not to bring any claim arising from or related to this Agreement, whether on contractual, non-contractual, or any other grounds, against any of our partners, directors, employees, agents, or entities within our network. The foregoing exclusion shall not apply to any liability which cannot be excluded under Belgian law.

Article 16 – Detection of Fraud, Errors, and Non-Compliance with Laws and Regulations

The Client alone is responsible for protecting their assets and for preventing and detecting fraud, errors, and non-compliance with laws and regulations. Consequently, we shall in no event be liable for any damage caused in any way by or related to fraudulent or negligent acts or omissions, false statements, or breaches committed by the Client or by their representatives, employees, directors, contractors, or agents, or by any of the entities affiliated with them and their representatives, employees, directors, contractors, or agents, or by any third party. However, if required by law, applicable professional rules, or the Engagement Letter, we will endeavor to organize our work so that we have a reasonable expectation to detect all material misstatements in the Client’s financial statements or accounting records (including any material misstatement resulting from fraud, error, or non-compliance with laws and regulations), although our work should not be expected to detect all material misstatements or any fraud, error, or non-compliance that may occur.

Article 17 – Use of Our Reports

17.1. Except as otherwise provided by law:  

a) All reports, memoranda, letters, and other documents in which we provide conclusions, advice, or other information to the Client in connection with our Services (hereinafter referred to as "the Results of the Services") are intended exclusively for the benefit of and use by the Client, and only for the purpose described in the Engagement Letter. We will not organize or perform our work to allow a third party to rely on it or for any specific transaction, and therefore will not specifically address matters that may be relevant to a third party, and issues may exist that a third party would assess differently, if applicable in connection with a specific transaction;

b) The “Results of the Services” may not be disclosed to any other person or used for any other purpose without our prior written consent, which may be subject to limitations or conditions. The Client undertakes to (i) inform us, at the date of signing the Engagement Letter or as soon as possible thereafter, when the Client intends to present or have the Results of the Services used by a third party, and (ii) request our prior written consent to do so; 

c) We shall have no duty of care or liability whatsoever towards any third party who may come into possession of the Results of the Services. 

17.2. The Results of the Services do not constitute the sole element on which the Client will base their decision to proceed or not with a specific action, and the Client will be solely responsible for that decision. 

17.3. The Client may wish for our report to be included in a public offering, which must be filed in accordance with the applicable Belgian regulations concerning the obligations of issuers of financial instruments, or in any other securities offering. The Client agrees that our report, or any reference to this report or to ourselves, will not be included in such an offering without our prior written consent. Any agreement regarding the provision of services related to such an offering, including an agreement to grant such consent, will constitute a separate engagement and be subject to a separate agreement. 

17.4. If the Client intends to publish or reproduce our report, in written or electronic form (e.g., on a website), or otherwise refer to us in a document containing other information, the Client undertakes (a) to submit the draft of such document to us for review, and (b) to obtain our written consent to include our report before the document is finalized or distributed. If the report to be reproduced, regardless of the form, relates to the financial statements, the latter must be reproduced in full, including the appendices, together with our report. This clause does not apply to disclosures required by law. 

Article 18 – Amendment or Withdrawal of a Report

18.1. In exceptional circumstances, we may decide to amend or withdraw a report when, in our professional judgment, this appears appropriate—for example, if we become aware of facts or circumstances that were unknown to us at the time the report was prepared. This right to amend or withdraw shall also apply at any time when we subsequently discover gaps or inaccuracies in the report that may affect its content.

18.2. In any case, we may only exercise this right to amend or withdraw a report after having informed the Client thereof. As soon as the report has been amended or withdrawn, the original report may no longer be used by the Client. If the Client has already used the report with respect to third parties, the Client shall inform those parties of the amendment or withdrawal of the report, using the same means as those used to distribute the original report.

18.3. Under no circumstances shall this right to amend or withdraw be interpreted as an obligation on our part to amend or withdraw a report.

Article 19 – Our partners, directors, and employees ("our personnel")

19.1. During the term of the Agreement and for a period of twelve months following the termination of the Services, the Client shall not directly or indirectly entice away or recruit any member of our personnel with whom the Client has had contact in the context of the Agreement (nor shall the Client assist any third party in doing so). Similarly, the Client shall not employ or require these personnel to provide services to them in any manner whatsoever.

19.2. With respect to assignments subject to Belgian and/or foreign rules regarding independence, stricter restrictions may apply to senior staff members who have been part of the audit team and who are subsequently recruited by the Client. The Client shall inform us of any intention to entice away or recruit a member of the audit team.

Article 20 – Electronic Transmission of Data

20.1. During the provision of the Services, the parties may communicate electronically. However, it is impossible to guarantee that the electronic transmission of data can occur completely securely, free of viruses, or without error, and consequently, such data transmissions may be intercepted, altered, lost, destroyed, delayed, or rendered unusable. The parties hereby acknowledge that no system or procedure can entirely eliminate such risks.

20.2. The parties hereby confirm that they accept these risks, validly allow the use of electronic communication, and agree to use all available and appropriate means to detect the most common viruses before transmitting information electronically. Each party will be responsible for protecting its own systems and interests concerning electronic communications, and no party shall be held liable, regardless of the manner or form—whether contractual, criminal (including negligence), or on any other ground—for any loss, error, or omission resulting from or related to the use of electronic communication between the parties.

Article 21 – Independent Service Provider

In providing the Services, we act solely as an independent service provider. Unless expressly stated otherwise in the Engagement Letter, we do not undertake to fulfill any legal or contractual obligations of the Client, nor to assume any responsibility regarding the Client’s activities or operations.

Article 22 – Force Majeure

Regarding the Other Assignments, as defined in Article 1.2 above, no party shall be liable to the other(s) if the failure to perform its obligations results from circumstances beyond its reasonable control, including any advice, warning, or prohibition issued by any competent local, national, foreign, or supranational authority, or arising from a new policy of one of the parties concerning, for example, travel to certain countries or regions. Without prejudice to the provisions of Article 12 above, if the circumstances causing a party to be unable to perform its obligations continue for an uninterrupted period of 30 days, that party shall have the right to terminate the Agreement by giving written notice of termination with a notice period of 15 days, at any time after the expiry of that 30-day period.

Article 23 – Waiver

No waiver of any provision of the Agreement shall have any effect unless it is made in writing and signed by the party granting the waiver.

Article 24 – Amendment

Any amendment to the Agreement shall only be effective if it is agreed upon in writing and signed by each party. As long as an amendment has not been agreed upon in writing, each party shall continue to comply with the provisions of the most recently agreed version of the Agreement.

Article 25 – Invalidity

25.1. No provision of this Agreement shall have as its object, purpose, or effect the violation of any binding legal provision or any provision of public order.

25.2. If any provision of the Agreement, in whole or in part, is declared invalid or unenforceable, the relevant provision (or, where applicable, the relevant part thereof) shall be deemed not to form part of the Agreement. Under no circumstances shall the validity and enforceability of the remaining parts of the Agreement be affected.

25.3. Furthermore, the parties shall immediately and in good faith enter into negotiations to replace the provision declared invalid or unenforceable, if applicable with retroactive effect to the date the Agreement came into force, with another valid and enforceable provision whose legal consequences most closely correspond to those of the invalid or unenforceable provision.

Article 26 – Independence

To the extent necessary to allow us to comply with all our independence obligations, the Client shall ensure that we have an updated list at all times of all entities affiliated with the Client, both Belgian and foreign. The Client shall establish procedures to require prior approval for all services to be performed by entities within our network for any of these affiliated entities and shall promptly inform us of any circumstances that could compromise our independence in conduct.

Article 27 – Transfer

Without prejudice to the consequences that the law attaches to transfers of universality or business units, mergers, demergers, and equivalent transactions, the parties may not transfer, encumber, or otherwise dispose of any of their rights or obligations arising from this Agreement without the prior written consent of the other parties to the Agreement.

Article 28 – Applicable Law and Competent Court

28.1. This Agreement shall be governed exclusively by and interpreted in accordance with Belgian law, excluding any Belgian, foreign, or international conflict of law rules.

28.2. If any dispute arises concerning the Agreement or the Services, the parties agree to attempt to resolve the dispute, disagreement, or claim amicably through good faith discussions and negotiations. If such discussions and negotiations are unsuccessful, the matter shall be escalated to negotiation by the parties at a higher hierarchical level.

28.3. If no appropriate solution can be found within a period of thirty (30) days, the parties agree to submit the unresolved matter to arbitration—unless otherwise stipulated by law regarding corporate litigation—in accordance with the provisions of the Belgian Judicial Code, whereby the arbitrator has exclusive jurisdiction to settle the dispute.

28.4. This arbitration shall take place before the courts of Leuven and shall be conducted in the Dutch language.