General terms and Conditions
Article 1. General information
The VAT Firm LTD is a private limited liability company organised and existing under the laws of England and Wales, having its registered office at Magnolia Walk 61, BN22 0ST Eastbourne, United Kingdom registered under company number 11359234.
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The VAT Firm BV, a company incorporated under the laws of Belgium, entered in the trade register under no. 0700.485.302 and VAT number BE0700485302, having its principal office at Goudbloemstraat 1A, 2800 Mechelen, Belgium
Article 2. Applicability
2.1 These general terms and conditions (the “General Terms and Conditions”) shall apply to all services provided and invoiced by The VAT Firm to the client (the “Client”), unless The VAT Firm and the Client agree otherwise in writing.
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2.2 These General Terms and Conditions are available in English and are available on The VAT Firm website (https://www.thevatfirm.com/terms) (the “Website”) at any time.
Article 3. Services
3.1 The range of services offered by The VAT Firm is described in detail on its Website. The services shall always be limited to VAT matters.
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3.2 The VAT Firm shall provide its services with all due care and total autonomy, pursuant to a best-effort obligation. The VAT Firm shall ensure that it provides its services in conformity with the ethical and other professional standards, and in conformity with the relevant laws and regulations in force at the time of the performance of the Service. However, The VAT Firm cannot be held liable for the consequences of possible subsequent amendments – possibly with retroactive effect – to the aforementioned legal and regulatory provisions.
Article 4. Information
4.1 The Client undertakes to provide The VAT Firm with all such information, including information requested by The VAT Firm both at the commencement of the Agreement and during the term thereof to enable it to optimally provide its services. The Client shall provide this information in the format requested by The VAT Firm and shall also be bound to notify The VAT Firm of any event or change in information that may affect the performance of the services by The VAT Firm.
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4.2 The VAT Firm shall not be liable for any damage arising due to the provision of incorrect, incomplete or late information by the Client. If the Client fails to provide the requested information or complete certain formalities within the specified period, after being requested to do so by The VAT Firm, The VAT Firm reserves the right to suspend its services and invoice the Client for the services already rendered by it.
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4.3 Unless otherwise stipulated, The VAT Firm is not bound to verify the accuracy and completeness of the information provided by the Client.
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4.4 The VAT Firm shall make reasonable efforts to implement technical and organisational measures to prevent the loss, misuse, or unauthorised modification of the transmitted information. However, the Client should be aware that security and protection of the information transferred by the Client can never be fully guaranteed.
Article 5. Fees and invoicing
5.1 The VAT Firm shall calculate its fees either on a lump sum basis, or based on the time spent by its partners, (independent) employees, directors, white-collar workers and agents.
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5.2 The VAT Firm shall invoice the Client for its services, administration costs and costs paid in advance (if any) monthly, or on completion thereof. A detailed enumeration of the services performed together with the related costs shall be sent at the Client’s first request. Costs and fees shall be payable insofar as services are performed for the Client, even if the assignment has not necessarily come to an end.
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5.3 The VAT Firm may provide the Client with an estimate of costs if so requested by the latter. Such estimates shall not be binding, unless explicitly agreed otherwise.
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5.4 The fees may be adjusted in function of long-term contracts, the urgency of services, or their complexity. The Client may request the updated fees from The VAT Firm at any time.
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5.5 Fees and expenses of The VAT Firm are subject to VAT.
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5.6 Unless otherwise stipulated, The VAT Firm’s invoice shall be payable no later than thirty (30) days after the invoice date. The VAT Firm’s invoices shall be deemed to be definitively accepted unless the Client protests the same within fifteen (15) calendar days of the invoice date. If invoices are not paid on time, damages shall be payable, ipso jure and without the need to issue a notice of default, assessed at a lump sum of 10% of the unpaid amounts, subject to a minimum of €250. Damage compensation shall include (but is not limited to) recovery costs.
Article 6. Termination of the Service
6.1 Either party may, subject to three months’ notice, terminate the Service at any time if it was entered into for an indefinite period of time, without the need to assign any reason, and without being liable to pay any compensation. The termination shall be notified to the other party by registered letter. Notwithstanding the above, the terminating party may in lieu of respecting the aforementioned termination notice period, pay the other party a fixed cancellation fee equal to 25% of the fees corresponding to the services usually provided by The VAT Firm during a full financial year or calendar year, as the case may be. The VAT Firm shall in all circumstances be entitled to payment of fees and expenses for services already rendered.
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6.2 In the case of non-recurring assignments, the Service shall be deemed to have been concluded for a fixed term unless evidence to the contrary is provided. The Service shall come to an end after the assignment is completed and, if applicable and taking into account the nature of the assignment, after the performance of the agreed services. The Client shall have the right to terminate the Service at any time subject to payment to The VAT Firm of all costs and fees for the work already performed.
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6.3 If the Client manifestly fails to fulfil its obligations, including but not limited to non-payment of invoices, manifest insolvency or bankruptcy of the Client, or if circumstances arise that jeopardise The VAT Firm’s independence or render it impossible for it to perform the Service in accordance with professional and ethical standards, The VAT Firm shall have the right to terminate or suspend the Service immediately subject to written termination notice, without this giving rise to liability on the part of The VAT Firm for the resultant damage, for the obligation to repay (advance payments on) fees or the loss of the right to remuneration for services performed. The VAT Firm shall in all circumstances be entitled to payment of fees and expenses for services already rendered.
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6.4 The Client may terminate the Agreement at any time, without respecting a termination notice period and without paying damage compensation, subject to the issue of a prior written notice of default to The VAT Firm, in case The VAT Firm is manifestly in breach of its own obligations, as described in these General Terms and Conditions.
Article 7. Liability
7.1 The VAT Firm shall only be liable for gross or intentional negligence in the performance of its services and assignments. The VAT Firm shall only be liable for the actual damage suffered, which is a direct and exclusive consequence of the gross or intentional fault committed by The VAT Firm in the performance of its assignment. The VAT Firm and its partners/employees cannot under any circumstances be held liable for indirect damages, consequential damages, damage or loss of data or expected savings, loss of use or loss of profits suffered by the Client or by third parties. Unless explicitly agreed otherwise, The VAT Firm cannot be held liable in respect of any third party engaged by The VAT Firm in connection with the performance of the assignment.
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7.2 Any liability, whether contractual or extra-contractual, shall in any event be limited to the amount effectively paid out in the relevant case under The VAT Firm’s professional liability insurance policy/policies. An overview of the insurance policy or policies taken out shall be provided on the Client’s first request. If for any reason whatsoever, the insurance company decides not to pay compensation, any liability shall be limited to (i) in case of a non-recurring assignment, the amount of fees invoiced for the performance of the assignment and (ii) in case of an agreement of indefinite duration, not exceeding the annual average amount of fees paid by the Client to The VAT Firm during the last 3 calendar years, and in case of (i) or (ii), the total liability shall in any event be limited to a maximum of three times the fees charged in the relevant case.
If it is found that two or more claims result from one and the same fault, they shall be regarded as a single case of liability, and consequently, liability shall be limited to the highest amount applicable to the Service in question.
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7.3 The Client undertakes not to hold any persons affiliated with The VAT Firm, regardless of their capacity (partners, directors, employees or independent workers) directly responsible for any errors committed in the performance of their work for The VAT Firm.
Article 8. Anti-Money Laundering Legislation
8.1 The VAT Firm LTD is under obligation to identify its Clients and their beneficiary right holders pursuant to national laws and Anti-Money Laundering Legislation.
Consequently, The VAT Firm shall request the Client to provide certain information and documents, which it shall maintain, and/or The VAT Firm shall consult suitable databases for this purpose. The Client undertakes to provide The VAT Firm with the requested information and to notify any changes whatsoever in such information and documents to The VAT Firm well in time.
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8.2 The Client acknowledges that in the event of a referral by a professional connected to a National Accountancy Institute, The VAT Firm shall assume that all obligations under Anti-Money Laundering Legislation have already been complied with. The Client undertakes, if necessary and upon The VAT Firm’s first request, to allow the relevant professional to transfer all relevant information to The VAT Firm.
Article 9. Confidentiality
9.1 All data and information received by the parties from each other shall be treated as confidential during the term of the Service and shall not be disclosed to third parties or used for any other purpose than that agreed between the parties.
The obligation laid down under the previous paragraph shall not apply to confidential information that: was already publicly available at the time of disclosure by the disclosing party or subsequently became publicly available through no fault of the recipient; or information was already lawfully in the possession of the recipient at the time of disclosure as can be sufficiently demonstrated by the recipient; or was received by the recipient from third parties on a non-confidential basis after disclosure.
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9.2 If The VAT Firm is bound by law to provide information, The VAT Firm shall verify the basis of the request and the identity of the applicant. The VAT Firm shall notify the Client prior to providing such information, unless statutory provisions prohibit this.
Article 10. Intellectual property rights
10.1 All intellectual property rights and derived rights shall remain the property of The VAT Firm at all times.
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10.2 The Client shall have no right to disclose, reproduce or use The VAT Firm’s work (advice, notes, contracts, working documents and other intellectual work) in any form whatsoever, either itself or with the help of third parties, in a context other than that of the assignment, without The VAT Firm’s prior written consent.
Article 11. Non-recruitment
11.1 The Client expressly undertakes, for the entire duration of the Service and for a period of eighteen (18) months following its termination, regardless of the reason for termination, not to employ, directly or indirectly, any member of The VAT Firm’s personnel or independent contractor involved in the performance of the Service, or to have him/her perform services, directly or indirectly (e.g. through a legal entity), outside the scope of a Service between the Client and The VAT Firm, unless upon prior written approval between the parties.
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11.2 If the Client commits a breach of the provisions of article 11.1, The VAT Firm may send a notice of default requiring it to cease and desist such breach within fifteen (15) calendar days and to compensate the damage suffered. If the notice of default is not complied with, the Client is bound to pay The VAT Firm a one-off lump sum compensation of GBP 60,000.00 (equivalent of EUR 70.000,00), without prejudice to The VAT Firm’s right to claim additional damages if it can prove that its actual loss is higher.
Article 12. Nullity or modification
12.1 In case of nullity or non-application of one or more provisions of these General Terms and Conditions, the validity of the remaining provisions shall not be affected thereby. The parties shall, through mutual consultation, replace the provision declared void or inapplicable with a provision which approximates as closely as possible to the original provision and its intention.
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12.2 The VAT Firm reserves the right to modify these General Terms and Conditions at any time.
Article 13. Applicable law and jurisdiction
The General Terms and Conditions and all Services between The VAT Firm LTD and the Client shall be governed by laws of England and Wales. All disputes of any kind are subject to the jurisdiction of the courts of England and Wales.​ Disputes relating to costs and fees may be referred to an independent Arbitration Commission accepted by The VAT Firm LTD and the Client.
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The General Terms and Conditions and all Services between The VAT Firm BV and the Client shall be governed by laws of Belgium. Disputes relating to costs and fees may be referred to the exclusive jurisdiction of the competent courts of Antwerp (department Antwerp).