C/ VO CONSULTING SPRL :
Vo Consulting SPRL is a member of the Professional Institute of Accountants and Tax Consultants.
Its licence number is : 70119175
The company has its registered office at 50, rue de l’Hydrion, B-6700 Arlon.
It is also registered with the ECB under number : 0474.008.118.
C/ VO CONSULTING LUX SA :
Vo Consulting Lux SA is a member of the Luxembourg Association of Chartered Accountants. (NB : There is no registration number).
The company has its registered office at 6, rue d’Arlon, L-8399 Windhof.
It is also entered in the Luxembourg Trade and Companies register under number : B 61.459.
It has the following business permits : No. 00121493/6 and No. 00121493/7.
General Terms & Conditions
These terms and conditions apply only in Luxembourg.
1. Description and definition of a mission:
These Terms & Conditions apply to service agreements reached between a chartered accountant and its client, excluding domiciliation agreements, directorships and management mandates.
If circumstances were to render any clause of these Terms & Conditions null and void, then the other clauses would continue to apply where possible.
The missions carried out by a chartered accountant in the course of work are governed by the professional regulations laid down by the Association of Chartered Accountants.
2. Duration of a mission:
Missions are assigned for a period of one year. They are tacitly renewed each year unless terminated at least one month before the anniversary of this document being signed, by registered letter with acknowledgement of receipt or by letter delivered in person and signed for by the other party.
The client may only terminate an ongoing mission after notifying the chartered accountant in one of the two ways specified above.
If either party breaches its obligations or is guilty of serious misconduct, then the other party has the option of terminating the mission immediately, by registered letter with acknowledgement of receipt.
When a mission is suspended due to force majeure, the deadline for completing work will be extended by a period equal to that of the suspension. During any such suspension, the provisions of articles 6, 7 and 8 of these General Terms & Conditions shall continue to apply.
Where a chartered accountant is carrying out more than one mission for the client, the suspension, interruption or termination of any one of these missions shall not affect the other missions.
3. Obligations of the chartered accountant:
The chartered accountant carries out the mission assigned to it in accordance with the fundamental principles of integrity, ethics and independence established by the Association of Chartered Accountants, as well as industry standards and regulations. The chartered accountant also carries out the mission assigned to it in accordance with its legal obligations, in particular regarding independence, anti-money laundering and measures to combat terrorist financing.
It works on a best-effort, not performance, basis. It may be assisted by staff of its choosing.
On completing its mission, the chartered accountant returns the documents that the client has given it to carry out the mission.
4. Professional secrecy:
The chartered accountant is bound by:
- Professional secrecy:
article 458 of the Criminal Code applies to chartered accountants and individuals who work for them.
Chartered accountants are required to respond to, and cooperate as fully as possible with, any legal request that the authorities responsible for applying the law send them in the course of their work. Chartered accountants must take the initiative in informing the public prosecutor of the district court of Luxembourg of anything that could indicate money laundering or terrorist financing.
Chartered accountants and their staff may not disclose to the client concerned, or to third parties, that they have sent information to the authorities or that any investigation is under way.
- A requirement to show discretion,
separate from the previous obligation, with information collected and with the distribution of documents produced. These are sent to the client and must not be sent directly to any third party, unless the client specifically requests as much and the chartered accountant agrees.
5. Identification and liability of the client:
By “client”, we mean the company represented by its Board of Directors or senior management, or by its legal or managerial representative. The Board of Directors itself is represented by the Managing Director or two Directors, and the senior management by the technical manager and/or any third party lawfully appointed for this purpose.
In the same way as the Managing Director (or two Directors) or technical manager, this third party will be authorised to receive any document and/or information concerning the company, and to give any instruction needed to manage the company properly.
Only the directors of a company or its Board of Directors, or the company’s senior management, or alternatively any legal or managerial representative of a company, are responsible for financial information about the company as presented to its owners or third parties. In this regard, it is the responsibility of any authorised representative of a company to sign the annual financial statements (or consolidated financial statements) before presenting them to the general meeting of partners or shareholders.
The client is not relieved of its responsibility if it appoints the chartered accountant to represent it before the authorities, or gives it signatory authority.
6. Client obligations:
The client shall not commit any act that undermines the independence of the chartered accountant or its staff. This particularly applies to offers made for staff to work on a freelance basis or join the client’s payroll.
The client also undertakes:
- To provide the chartered accountant, within the agreed time frame, with all documents and information needed for it to carry out its mission and comply with its legal obligations, especially concerning anti-money laundering and measures to combat terrorist financing;
- To complete the tasks assigned to it;
- To bring significant or exceptional matters to the chartered accountant’s attention. It must also report any commitments that could affect the company’s results or financial position;
- To confirm in writing, if the chartered accountant so requests, that the documents, information and explanations provided are complete;
- To take measures in accordance with applicable legislation on retaining original documentation;
- To take all measures to ensure the protection of data and computer processes, and ensure that they are stored in an impenetrable way.
In principle, the client may not disclose mission reports and professional opinions produced by the chartered accountant to third parties without the chartered accountant’s written agreement, unless the mission in itself implies that authorisation has been granted to share these documents to specific third parties.
The chartered accountant receives from the client the freely agreed fees, which exclude any other, even indirect, remuneration. Its travel and accommodation costs are reimbursed.
Provisions on fees may be requested from time to time.
If the fees are not paid by the deadline shown on the invoice, then the chartered accountant may:
- Apply late payment interest under the following terms,
- Exercise a right to retain the documents received.
Unless specifically agreed otherwise, fees must be paid by the deadline shown on the invoice. If payment is not made on time, then outstanding sums will bear interest in accordance with article 5 of the Law of 18 April 2004. In any case, non-payment of fees will entitle the chartered accountant to exercise a right to retain any file or document received from the client. Non-payment shall also entitle the chartered accountant to claim a minimum flat rate of 20% of the amounts owed under a legal clause aimed at offsetting any collection costs.
8. Liability of the chartered accountant:
The only situation in which the client may hold the chartered accountant liable under civil law is if it fails to perform its mission correctly, and only if a causal link can be established between negligence committed and damage incurred. The maximum amount of compensation that the chartered accountant may be required to pay the client for any harmful consequences of a given mission, will be limited to twice the amount of fees otherwise payable for completing the mission in question, unless the damage to the client is the immediate and direct consequence of an intentional act or gross negligence by the chartered accountant.
The client must bring any event that could have repercussions on liability to the attention of the chartered accountant.
9. General terms and conditions of outsourcing personal data management (pursuant to the Law of 2 August 2002):
9.1. For the execution of service level agreements between the chartered accountant and its client, the client has sent or will send personal details to the chartered accountant and has asked or will ask it to perform a certain number of tasks on its behalf. The chartered accountant will carry out these tasks in accordance with these General Terms & Conditions.
9.2. These General Terms & Conditions in no way replace any other general or service level terms and conditions of any kind, and which have been specifically accepted by the client. Only those provisions that are contained in such documents and are expressly contradicted herein will be replaced by these General Terms and Conditions.
9.3. The chartered account and any person acting under its authority and who has access to data sent by the client or a third party on the client’s behalf will handle it only on the express instructions of the client, unless there is a legal requirement to use the data. The chartered accountant’s involvement in this data management is strictly limited to the minimum needed to provide the services in question.
10. IT security when documents are sent:
In relation to the mission in question, and unless the client expressly states otherwise, documents and information may be sent not just by post or fax, but also in electronic (email) format. Electronic transfers may lead to technical incidents (infection by computer viruses, worms, etc.), for which neither the client nor the chartered accountants shall be held liable.
11. Applicable law and jurisdiction:
These General Terms & Conditions and the specific conditions of the mission letter and its attachments are subject to Luxembourg law.
Any disputes that may arise between the chartered accountant and the client in relation to the execution of the mission shall be heard by the courts having jurisdiction over the place in which the chartered accountant’s office is located.
However, the chartered accountant reserves the right to take action against the client in the place of its home or residence [including the private home of the Directors and Managers] or before any other competent court.