These general terms and conditions apply to all services provided by B.F.S. SA (BCE 0553.557.521) (hereinafter “B.F.S.”) to its clients. They are brought to the attention of clients by being included in the engagement letter and are attached to invoices. A copy is also available at: www.bfs.be.

In accordance with general law, B.F.S. shall only be held liable for assignments which it has demonstrably accepted.

Unless otherwise stated in the engagement letter, the agreement is concluded and takes effect:

• either upon B.F.S. receiving the engagement letter signed by the client and countersigning it in turn;
• or at the time B.F.S. commences performance of the assignment, at the client’s request, where such performance begins at an earlier date.

Where B.F.S. has not yet received the engagement letter signed by the client, all professional relations between the parties shall, in any event, be subject to these general terms and conditions and to the engagement letter, provided that these contractual documents have been delivered to the client by post, fax, email or in person.

Any conflicting general terms and conditions of the client shall only apply subject to the express, prior and written acceptance of B.F.S. Unless a more recent version is published or communicated, these general terms and conditions shall also apply to all future dealings between the parties. In the event of any conflict between these general terms and conditions and the engagement letter, the engagement letter shall prevail.

3.1. Assignment of staff

Even if the client deals with a specific B.F.S. employee, the contract is deemed to exist between the client and B.F.S., which is free to decide on the assignment of various tasks to a particular employee or the replacement of one employee by another, without the client being able to object. B.F.S. shall endeavour, as far as possible, to assign assignments in accordance with the client’s preferences.

3.2. Use of third parties

Where necessary, B.F.S. may, at its discretion, engage lawyers, notaries, chartered accountants, auditors or other external advisers in the course of carrying out its assignment. Where the cost of such advisers is likely to exceed EUR 1,000 (one thousand euros) excluding VAT, B.F.S. shall obtain the client’s prior written consent.

4.1. Obligations of B.F.S.

Acting on a best-efforts basis, B.F.S. shall carry out the assignments entrusted to it independently and with due care, in accordance with the ethical and professional standards of the ITAA as well as the legislation and regulations in force at the time of the performance of the agreement.

B.F.S. shall not be held liable for the consequences of any subsequent amendments – whether or not with retroactive effect – to these legal and regulatory provisions. Nor shall it be liable for the consequences of any breaches, errors or infringements committed prior to its involvement.

Unless otherwise stipulated, the performance of the engagement is not specifically aimed at detecting potential fraud.

B.F.S. undertakes to carry out the assignments entrusted to it within a reasonable timeframe and, where specific deadlines have been agreed, to make reasonable efforts to meet them. B.F.S. shall in no event be held liable for any failure to meet deadlines attributable to the client, third parties or force majeure.

4.2. Client’s obligations

The client undertakes to:

• provide B.F.S. in good time with all documents, data and information necessary for the performance of the assignment;
• carry out the work for which they are responsible, where applicable, in accordance with the engagement letter;
• bring to B.F.S.’s attention, without delay, any data, event or development likely to influence the performance of the assignment;
• confirm in writing, if requested by B.F.S., that the documents, information and explanations provided are accurate and complete;
• verify whether the documents and statements produced by B.F.S. meet their expectations and correspond to the information provided by them, and, if this is not the case, inform B.F.S. without delay

The client undertakes to inform B.F.S. without delay of any significant financial difficulties likely to affect its continuity, solvency or the normal performance of its obligations, in particular in the event of repeated payment defaults, enforcement measures, insolvency proceedings or planned cessation of business.

4.3. The client’s responsibility regarding the entry and provision of information

Unless otherwise stipulated, B.F.S. is not obliged to verify the accuracy, completeness and consistency of the information, documents, supporting documents and data provided to it by the client or its agents, nor the reliability of any deeds, contracts, inventories and invoices. B.F.S. is entitled to rely entirely on them and to consider them to be accurate and complete. 

The client is solely responsible:

• the quality, accuracy and completeness of the information, documents and supporting documents it provides to B.F.S.;
• the timely transmission of all documents necessary for the performance of the assignment;
• for any errors, omissions or inaccuracies in the data entered or transmitted, whether via the BFSAccountant platform or by any other means;
• the tax, accounting, legal or financial consequences arising from incorrect or incomplete data provided to B.F.S.

Where the client or its agents themselves enter data into the accounting systems to which they have independent access (in particular via BFSAccountant), B.F.S. shall not be liable for any errors resulting from such entries, unless it has expressly validated such data in the course of its engagement. Any additional work required to correct erroneous entries made by the client will be invoiced separately at the applicable hourly rate.

If the client provides incomplete, inaccurate or late information or documents, resulting in the failure to meet legal, tax, social security or regulatory deadlines, B.F.S. shall in no circumstances be held liable for the resulting consequences, including in particular administrative or tax fines, tax surcharges, late payment interest, loss of tax benefits, forfeiture of rights, inadmissibility, limitations on remedies, reversal or increase in the burden of proof, ex officio tax assessment procedures or any other adverse procedural or administrative consequences.

B.F.S. complies with its obligations under the Act of 18 September 2017 on the prevention of money laundering and terrorist financing. The client undertakes to provide, either voluntarily and/or at the request of B.F.S., all documents necessary for establishing and verifying their identity (for legal entities: BCE identification, list of directors, copies of the identity cards of directors and beneficial owners, UBO form and proof of UBO registration).

B.F.S. reserves the right to suspend or refuse to carry out the assignment until it has received all the information and documents required in accordance with its legal and ethical obligations.

Time spent fulfilling legal and regulatory obligations relating to the prevention of money laundering and terrorist financing is treated as time spent on the case and will be invoiced in accordance with the applicable rates.

Unless otherwise agreed, B.F.S. invoices its services and expenses on the basis of its standard rates, as set out in the engagement letter agreed with the client and adjusted annually in line with price and market trends. B.F.S. reserves the right to require payment of a retainer prior to the performance of any services.

7.1. Publication fees in the Moniteur Belge

Where B.F.S. is responsible for drafting and submitting a publication to the Moniteur Belge on behalf of the client, specific costs are invoiced in addition to the standard fees:

• Fees for drafting and publication in the Moniteur Belge (excluding official publication fees): a minimum of EUR 200.00 excluding VAT per document for simple publications – and based on the time spent for decisions that are more complex to draft or for complex formalities, particularly those involving foreign elements;
• Official publication fees (registry fees, registration costs, etc.): charged at cost price.

These costs are only payable where the client expressly entrusts this task to B.F.S. within the scope of the engagement letter or a subsequent written request.

7.2. Subscription fees for the Digital Package (E-Invoicing – BFSAccountant – Peppol)

When the client subscribes to the Digital Package, subscription fees are added to the usual fees. These fees are invoiced in advance on a half-yearly basis (calendar half-years: 1 January to 30 June and 1 July to 31 December):

• EUR 150.00 excl. VAT per half-year for self-employed persons and non-profit organisations;
• EUR 190.00 excl. VAT per half-year for companies issuing up to 20 invoices per month.

For companies issuing more than 20 invoices per month, a bespoke rate is agreed upon by mutual consent between the parties. Any half-year that has commenced is payable in full. These rates are subject to annual indexation in accordance with Article 8.

B.F.S. reserves the right to adjust these rates during the year in the event of a significant increase in its access or operating costs related to the service (Peppol infrastructure, Horus Software SA licences), in accordance with Article 9. In the event of non-payment of the subscription fee, B.F.S. reserves the right to suspend the client’s access to the BFSAccountant platform until full payment has been made.

7.3. Other costs and expenses

The fees do not include VAT, publication fees to the National Bank of Belgium, travel expenses, the purchase of statutory books, administration and secretarial costs, or file creation fees (EUR 300.00 excluding VAT for a legal entity and EUR 150.00 excluding VAT for a natural person). Other costs and/or disbursements incurred on behalf of the client are invoiced at cost price.

B.F.S.’s fees, flat rates and subscriptions are indexed annually, on 1 January of each year N, based on the smoothed health index.

Indexation is calculated using the following formula:

Indexed amount = base amount × new index / base index

The base index corresponds to the average of the smoothed health index for the months of November and December of year N-2.

The new index corresponds to the average of the smoothed health index for the months of November and December of year N-1.

Without prejudice to the annual indexation mechanism provided for in Article 8, B.F.S. reserves the right to review its rates during the year in the following situations:

• a significant and unforeseeable increase in B.F.S.’s operating costs (software, licences, IT infrastructure, Peppol network), exceeding 10%;
• a substantial change in the scope of the assignment due to a change in the client’s circumstances (business growth, restructuring, acquisition);
• a legislative or regulatory change resulting in a significant additional workload not foreseen at the time the contract was concluded;
• a significant underestimation of the initial budget resulting from an inaccurate, incomplete or insufficiently precise description of the scope or complexity of the assignment at the time the contract was concluded, whether such underestimation is attributable to erroneous or incomplete information provided by the client, an initial misunderstanding of the actual situation of the case, or any other circumstance that led B.F.S. to draw up a budget based on an inaccurate representation of the assignment. In this case, B.F.S. shall inform the client in writing as soon as the underestimation is identified, providing the objective factors justifying the revision (overtime recorded, actual scope versus stated scope, nature of unforeseen services). The parties shall endeavour to agree on a new budget or an additional fixed fee within 15 days. In the absence of agreement, B.F.S. is authorised to invoice the services at the applicable hourly rate in excess of the initial budget.

B.F.S. shall notify any revision in writing, where applicable by issuing its invoices. If the client refuses, they may terminate the agreement in accordance with Article 14, without such termination being deemed a breach of contract. Failure to respond in writing within 15 calendar days shall constitute tacit acceptance of the revision.

Unless otherwise agreed, B.F.S.’s invoices are payable on the due date.

In the event of late payment, B.F.S. reserves the right to suspend the performance of all or part of its services until full payment of the sums due has been made.

This suspension may also apply to assignments carried out on behalf of companies affiliated with the defaulting client, within the meaning of the Companies and Associations Code, or any other entity sharing a common management, shareholding or economic interests with the client.

B.F.S. shall not be held liable for any consequences resulting from the suspension of its services in accordance with this article.

Any delay in payment shall automatically and without prior notice give rise to:

• the application of a fixed administrative charge of EUR 25.00;
• as well as a contractual penalty set at a flat rate of 10% of the outstanding amounts, subject to a minimum of EUR 250.00.

Payment or exchange costs shall be borne by the customer. Any dispute regarding an invoice must be sent to B.F.S. by registered post within 15 calendar days of receipt of the invoice. After this period, the invoice shall be deemed to have been irrevocably accepted.

In accordance with the judgment of the Court of Cassation of 4 April 2025 (R.G. No. D.23.0003.N, available at https://juportal.be/), B.F.S. distinguishes between two categories of documents in the exercise of its right of retention in the event of unpaid fees:

11.1. Documents to be returned immediately (Art. 43 ITAA)

In accordance with Article 43 of the Act of 17 March 2019, B.F.S. is required to return without delay, at the client’s request, all books, documents and electronic data belonging to the client, in particular:

• source documents: original invoices, bank statements, original accounting documents, contracts, articles of association, identity documents;
• finalised and filed balance sheets, annual accounts, tax returns (IPP, ISOC, VAT) and the related electronic files.

11.2. Documents subject to a right of retention

In the event of unpaid fees, B.F.S. is authorised to retain documents that are the product of its intellectual activity, in particular:

• working files prepared by B.F.S. (digital accounting files, templates, analyses, notes);
• documents currently being prepared for which payment has not yet been made;

data stored in its software and platforms (including BFSAccountant) until the relevant fees have been settled.

12.1. Professional Indemnity Insurance

 B.F.S. has insured its professional liability under an insurance policy approved by the ITAA Council. This insurance is taken out with an approved insurer, whose contact details are available on the website www.bfs.be. 

B.F.S.’s contractual and non-contractual liability for any material or immaterial damage caused to the client is limited to the amount actually covered by the insurer under the professional indemnity insurance policy taken out by B.F.S. In the event that, for any reason whatsoever, the insurer fails to cover the claim in whole or in part, B.F.S.’s total liability, for all types of damage combined, whether contractual or non-contractual, shall be limited to twice the amount invoiced excluding VAT for the performance of the assignment in question. In the case of a recurring assignment, this multiple shall apply to the amount of fees invoiced during the twelve months preceding the event giving rise to the damage, or from the start of the assignment if this period is less than one year.

12.2. Exclusion of non-contractual liability (Art. 6.3 of the Civil Code)

To the extent permitted by law and except in cases of wilful misconduct or where a limitation or exclusion of liability cannot legally be invoked, the client waives the right to bring any non-contractual claim against B.F.S. and its agents in respect of any damage resulting from the performance or non-performance of the assignment. This exclusion and the limitations of liability provided for in these general terms and conditions may also be invoked by the partners, directors, officers, employees, independent contractors, subcontractors, agents and affiliated companies of B.F.S. 

12.3. Persons benefiting from the limitations – Concurrence of damages or claims 

The limitations and exclusions of liability set out in these general terms and conditions also apply to any contractual or non-contractual claim brought against the partners, directors, officers, employees, independent contractors, subcontractors, agents and affiliated companies of B.F.S. Where it appears that several claims or damages arise from the same cause of action, the same fault or a series of related faults, they shall be deemed to constitute a single and identical case of liability.

12.4. Exclusion of certain types of damage – indemnity against third-party claims 

Unless otherwise required by mandatory law, B.F.S. shall not be held liable:

• for any loss of profits, turnover, customers, anticipated savings or business opportunities;
• any damage to reputation or image;
• any loss, alteration or corruption of data;
• costs arising from business interruption;
• costs of restoring, recovering or reconstructing data, documents or files
• nor, in general, any consequential economic loss.

These exclusions apply even if such damage was foreseeable. 

The client indemnifies B.F.S. against any claim by a third party arising from B.F.S.’s performance of an assignment on behalf of the client, except in the event of fault on the part of B.F.S.

Without prejudice to any shorter statutory limitation periods that may apply, any claim by the client relating to B.F.S.’s services, including any alleged professional fault, omission or breach, must be notified in writing to B.F.S. within six months of the date on which the client became aware, or ought reasonably to have become aware, of the facts giving rise to such a claim.

Any legal action must, on pain of forfeiture, be brought within three years of such written notification, and in any event no later than five years after the performance of the services in question.

14.1. Recurring assignments

A “recurring assignment” is defined as an assignment consisting of successive services of the same nature to be performed within pre-determined timeframes. Unless a specific term is stated in the engagement letter, the agreement is deemed to be concluded for an indefinite period. Both parties may terminate it at any time, subject to the following conditions:

• termination must be notified by registered letter or by email sent to the contact details usually provided by the parties and to info@bfs.be ; unless proven otherwise, any notification by email is deemed to have been received on the day it was sent and any notification by registered letter on the third working day following its posting.
• A notice period of three months must be observed.

This notice period may, at the client’s discretion if the client is the party giving notice, be replaced by a lump-sum termination payment equal to 25% of the fees corresponding to the services usually provided to the client for a full financial year. During the notice period, the provisions of the engagement letter and these general terms and conditions shall remain in force.

14.2. Non-recurring engagements

Non-recurring engagements are those that do not meet the definition of recurring engagements set out above.

Unless proven otherwise, the agreement relating to a non-recurring engagement is deemed to be concluded for a fixed term and shall terminate upon completion of the engagement.

The client may terminate the engagement early by giving notice by registered letter or by email with proof of receipt, sent to the contact details usually provided by the parties.

Unless proven otherwise, any notification by email is presumed to have been received on the day it was sent, and any notification by registered post on the third working day following its posting.

In the event of early termination attributable to the client, the client shall be liable for the costs and fees corresponding to the services already performed, as well as for compensation corresponding to the loss of earnings suffered by B.F.S. as a result of the early termination. 

This compensation shall be calculated on an actual basis, with a minimum fixed amount equal to 25% of the fees that would have been due had the assignment been performed in full.

At the end of the agreement, all books and documents belonging to the client shall be made available to the client or their representative.

14.3. File transfer fees

In the event of the termination of the agreement, for whatever reason, and at the request of the client or their new service provider to transfer their file to a new service provider, B.F.S. shall invoice a flat-rate file transfer fee of EUR 350.00 excluding VAT. These fees cover the compilation, organisation and transmission of all documents, files and data in the file to the client or to the professional designated by the client. This amount is payable prior to any actual transmission of the file. The transfer fees are payable regardless of whether or not the notice period has been observed and are in addition to any fees and costs that may remain due to B.F.S.

In the event that, after the conclusion of the agreement, circumstances arise that are reasonably unforeseeable and beyond the control of B.F.S., and which have the effect of making the performance of the assignment significantly more costly or complex, B.F.S. reserves the right to propose an adjustment to its fees and/or the terms of performance of the assignment.

In the absence of an agreement between the parties within a reasonable period, B.F.S. may suspend the performance of the assignment or terminate the agreement by giving written notice to the client, without this giving rise to any liability on its part.

B.F.S. shall be automatically released from any obligation, without liability for damages, in the event of force majeure or unforeseen circumstances beyond its control, rendering the performance of the assignment temporarily or permanently impossible. The following, in particular, constitute cases of force majeure:

• natural disasters, fires, floods;
• failures or unavailability of telecommunications networks, the internet or IT infrastructure, including those of third-party providers (Peppol network, electronic signature platforms, cloud services);
• cyberattacks, ransomware or IT security incidents affecting B.F.S. or its subcontractors, provided that B.F.S. has implemented reasonable security measures;
• epidemics, pandemics or government measures restricting business activity;
• general strikes outside B.F.S.;

• decisions or failures attributable to public authorities or third parties beyond B.F.S.’s control.

  In the event of force majeure, B.F.S. shall inform the client as soon as possible. If the force majeure persists for more than 30 working days, either party may terminate the agreement without compensation, subject to payment for services already rendered.

In all cases, B.F.S. may terminate the agreement at any time without notice and without compensation, where circumstances make the continuation of the professional collaboration impossible, such as:

• circumstances jeopardising B.F.S.’s independence;
• circumstances rendering it impossible to carry out the assignment in accordance with professional, ethical or anti-money laundering standards;
• a serious and irreparable deterioration in relations between the client and B.F.S. rendering the continuation of a harmonious professional relationship objectively impossible;
• one or more manifest breaches by the client of their own obligations, in particular regarding the payment of fees;
• in the event of judicial reorganisation proceedings, dissolution or bankruptcy of the client.

The reasons justifying the termination must be communicated to the client. In the event of the client’s bankruptcy, the agreement is automatically terminated. 

When terminating the agreement, B.F.S. may advise the client of any urgent steps necessary to safeguard their rights. This information is provided for information purposes only and as a courtesy, without B.F.S. assuming any obligation to follow up, execute or monitor matters after the termination of the assignment.

B.F.S. is bound by professional secrecy and a duty of discretion in accordance with the legislation applicable to the professions of chartered accountant and tax adviser.

The opinions, consultations, correspondence, analyses and documents provided by B.F.S. to the client are prepared exclusively for the purposes of the assignment entrusted and are confidential.

Unless required by law or with the prior written consent of B.F.S., the client undertakes not to disclose to third parties the opinions, consultations or analyses prepared by B.F.S., except to authorities, advisers or partners for whom such disclosure is reasonably necessary.

The parties undertake, for a period of three years following the end of the contractual relationship, to maintain the confidentiality of any non-public information obtained in the course of the performance of the agreement and of which they may become aware in that context.

This obligation does not apply:

• to information that has entered the public domain;
• to information lawfully obtained from third parties;
• disclosures required by law or by a competent authority. 

The legal and ethical obligations applicable to B.F.S., including professional secrecy and obligations arising from legislation on the protection of personal data, shall remain applicable indefinitely in accordance with the relevant legal provisions.

Letters, notices and opinions issued by B.F.S. are protected by intellectual property law and may only be used or reproduced with the express, prior and written consent of B.F.S. They are specific to a particular client and situation and may not be applied to other situations or persons without further analysis.

The client acknowledges having been informed that their personal data is processed by B.F.S. for the purposes of the contractual and administrative management of their file, in compliance with the applicable legislation binding on B.F.S. and for the performance of the tasks agreed between them.

The customer is informed that the privacy statement and privacy policy are available at all times on the website: www.bfs.be 

Data Protection Officer (DPO). DPO contact: dpo@bfs.be 

The client undertakes, both during the term of this agreement and for a period of 24 months following its termination, not to approach, directly or indirectly, any person employed by or providing services to B.F.S. with a view to their recruitment or the provision of services, and not to take any action that would have the effect of amending or terminating their contract with B.F.S.

In the event of a breach, the parties agree that B.F.S. shall be entitled to claim liquidated damages equivalent to one year’s gross salary of the person concerned, which shall not be less than EUR 50,000 (fifty thousand euros) per breach, without prejudice to any further damages. The client shall ensure that its employees and agents comply with this obligation.

Belgian law shall apply to the relationship between B.F.S. and the client. In the event of a dispute, the courts of Brussels sitting in the French language shall have exclusive jurisdiction, unless the parties agree to first attempt mediation or to refer the matter to the ITAA Arbitration Commission for disputes relating to costs and fees.

Should any clause or part of a clause in these general terms and conditions be declared null and void or unenforceable, all other clauses shall remain in full force and effect.

BFS Declaration:

PURPOSE AND METHODS OF PROCESSING PERSONAL DATA

The personal data provided by the data subject ("Data") will be processed for the following purposes:

• Account analysis – accounting
• Annual accounts
• Financial management
• Personal income tax return
• Corporate income tax return
• Tax defence
• Tax and legal consulting
• VAT return
• Indirect tax return
• Contributions
• Audit work
• Company reorganisation
• Legal formalities

The processing of data for each of the above purposes may be carried out in paper, automated or electronic form, and in particular by ordinary or electronic mail, telephone (e.g. automated calls, SMS), fax and any other digital channel (e.g. websites, mobile phone applications).

The data controller is Mr. Ralph Troisfontaine. The data subject may contact the data protection officer and the company on these matters at the following email address: rtr rtr@bfs.be

The data processed to provide the service and for customer satisfaction will be retained by the company for the period deemed strictly necessary for these purposes. Furthermore, data processed to provide the service may be retained for a longer period in order to manage any disputes relating to the provision of the service.

The data subject enjoys the following rights:

1. Right of access, i.e. the right to obtain confirmation from the company as to whether or not data is being processed and, if so, to access it;
2. Right of rectification and erasure, i.e. the right to obtain the rectification of inaccurate data and/or the completion of incomplete data or the erasure of data for legitimate reasons;
3. Right to restriction of processing, i.e. the right to request suspension of processing where there are legitimate grounds;
4. Right to data portability, i.e. the right to receive data in a structured, commonly used and machine-readable format, as well as the right to transmit the data to another controller;
5. Right to object, i.e. the right to object to the processing of data where there are legitimate grounds;
6. Right to contact the competent data protection authority in the event of unlawful processing of data.

Right to be forgotten: every individual may request that their data be deleted and that it no longer be disseminated or processed. The data subject may exercise the aforementioned rights by writing to BFS, via Mr. Ralph Troisfontaine or at the following email address:  rtr@bfs.be

The data may be communicated to third parties in order to fulfil certain legal obligations, to comply with orders from public authorities, or to exercise a right of the company in judicial proceedings.

Our professional ethics are governed by the   Institute of Chartered Accountants and Tax Advisors of Belgium (I.E.C.). They are based on competence, independence, integrity, discretion and professional confidentiality.