General terms and conditions of sale
1. FIELD OF APPLICATION
These conditions are applicable to agreements relating to engagements concluded between SAREG, hereinafter referred to as the Firm, and its Client. The Client acknowledges that it is contracting as a professional and that the engagement letter and its annexes constitute a contract for the provision of services directly related to their professional activities. These general terms and conditions of sale take precedence over any clauses to the contrary contained in the Client’s general purchasing conditions or in any other document of whatever nature, regardless of the time at which the latter were brought to the attention of the Firm. The firm reserves the right to modify these general terms and conditions of sale if necessary. Updates to the general terms and conditions of sale are available on the Firm’s website https://www.sareg.com/.
2. DEFINITION OF THE ENGAGEMENT
The work to be carried out by the Firm is detailed in the engagement letter and its annexes and is strictly limited to its content.
3. OBLIGATIONS OF THE FIRM
The Firm carries out the service entrusted to it in accordance with the provisions of the Code of Ethics contained in the Decree of 30 March 2012 relating to the practice of public accounting, the professional “quality control” standard, the “anti-money laundering” standard drawn up in application of the provisions of the French Monetary and Financial Code and, where applicable, the professional standard for work specific to the service in question. They are under an obligation to use their best endeavours in the performance of this engagement. The Firm may be assisted by staff of its choice. The name of the main employee in charge of the file is indicated to the Client. At the end of its engagement, the Firm shall return the documents belonging to the Client and entrusted to it by the Client for the performance of the services. The Firm is bound by:
– an obligation of professional secrecy under the conditions set out in Article 226-13 of the French Criminal Code;
– an obligation of discretion, distinct from the previous obligation, with regard to the information gathered and the dissemination of the documents it has drawn up. These documents are addressed to the Client, excluding anything being sent to a third party, unless requested by the Client. The documents drawn up by the Firm shall therefore be sent to the Client, excluding anything being sent directly to a third party (unless specifically instructed by the Client and with the exception of items sent to the tax and social security authorities and approved management organisations [organismes de gestion agréés, OGA] authorised by a mandate).
4. CLIENT OBLIGATIONS
The Client shall refrain from any action that might undermine the independence of the Firm or its employees, in particular by refraining from making any offers to them to carry out services on their own behalf or to become an employee of the Client for a period of two years from the date of departure of the employee from the Firm. Any infringement of this prohibition will give rise to a one-off fixed penalty of €10,000. The client undertakes to:
- Provide the Firm, prior to starting the engagement, with the information and identification documents required pursuant to the provisions of Articles L 561-1 et seq. of the French Monetary and Financial Code. The contract is concluded under the suspensive condition of obtaining this information and these documents. Therefore, the services cannot be started until they are obtained. These are:
As part of the obligation to identify the Client:
- if the Client is a natural person, a valid official identity document bearing their photograph;
- if the Client is a legal person, any deed or official copy from an official register dating back less than three months, stating the name, legal form, address of the registered office, identity of the partners and managers and the composition and distribution of the capital.
As part of the obligation to identify the beneficial owner:
- if it appears that a natural person qualifies as a beneficial owner, the identification details of that person.
- Provide the Firm with all documents and information necessary for the performance of the service, within the agreed time lines;
- Carry out the work incumbent upon it in accordance with the provisions set out in the table allocating the mutual obligations;
- Respect the procedures set up for the performance of the service and in particular the Firm’s schedule for services;
- Inform the Firm of new or exceptional facts and also to inform it of commitments likely to affect the results or the financial situation of the entity;
- Confirm in writing, if requested by the Firm, that the documents, information and explanations provided are complete and accurately reflect the entity’s financial position;
- Check that the statements and documents produced by the Firm comply with the requests made and the information provided by the Client itself and to inform the professional of any shortcomings or errors without delay.
The Client remains responsible for applying the legislation and regulations in force correctly; the Firm cannot be considered as substituting itself for the Client’s obligations by virtue of this service. In accordance with legal requirements, the Client must take all necessary measures to keep the supporting documents and, in general, all documents produced by the Firm for the retention periods required by law or regulation. From the moment processing is carried out on the Client’s computer system, the Client shall ensure the data and computerised processing are backed up and archived to guarantee their conservation, inviolability and subsequent reading. In general, the Client must also take all necessary measures to ensure the protection of its computer system.
The Firm receives a freely agreed fee from the Client which is exclusive of any other remuneration, even indirect remuneration. It shall be reimbursed for its travel expenses and disbursements. Progress payments may be requested periodically.
The terms of payment of fees are as follows: fees are paid by the due date. In the event of late payment, late payment penalties shall, unless otherwise provided, be payable from the day following the date of payment shown on the invoice. However, an interest rate for these penalties may not be set at less than three times the legal interest rate. The interest rate will be equal to the rate applied by the European Central Bank for its most recent refinancing operation plus 10 percentage points. Late payment penalties are payable without the need for a reminder. The application of interest on arrears shall be without prejudice to the Firm’s right to terminate the engagement and to avail itself of the provisions of Article 7 below. A one-off fixed penalty of €40 for collection costs is also automatically payable in the event of late payment. Where the collection costs incurred exceed the amount of this one-off fixed penalty, additional compensation may be claimed on the basis of supporting documents. Any challenge to an invoice must be made on receipt, specify the service contested and be substantiated. Said challenge may not justify non-payment of other uncontested services, including those carried out concurrently, simultaneously, or when the conditions for using a periodic invoice are met, included in the same invoice. The Client will be informed in advance in the event the invoicing method changes. In the event either party terminates the contract, the Firm may provide assistance in transferring the file to the company or to a new service provider at the Client’s request and on the basis of a previously accepted quotation. The Chairman of the Regional Council of the Ordre des experts-comptables (French association of chartered accountants) will be informed if the right of retention provided for in Article 168 of the Code of Ethics contained in the Decree of 30 March 2012 on the practice of public accounting is invoked.
6. FIRM’S PROFESSIONAL LIABILITY
The Firm’s professional liability may only be invoked for a period contractually defined as one year from the date on which the Client knew or should have known of the facts enabling it to be invoked. Any event likely to have consequences, particularly in terms of liability, must be brought to the attention of the Firm without delay by the Client. The Firm’s contractual liability towards the Client, for all the harmful consequences of a single service, is limited to a maximum of €500,000. The Firm’s professional liability is covered by an insurance policy. In particular, it cannot be invoked in the event that the damage suffered by the Client is a consequence of:
- wrong information or fault or negligence on the part of the Client or its employees;
- the Client’s delay or failure to provide information required by the Firm;
- faults committed by third parties working for the Client;
- difficulties in connecting to the Firm’s site or disruptions to telecommunications networks.
7. TERMINATION OF THE ENGAGEMENT
7.1. Principle: Except in the cases of early termination described below, either party may terminate the contract by sending a registered letter with acknowledgement of receipt 90 days before the end of the financial year. Failure to observe the notice period will result in the invoicing of compensation equal to 25% of the agreed annual fee for the current financial year or the last year’s fee if the amount is uncertain.
7.2. Early termination by the Client
In the event that the Firm fails to fulfil its obligations, the contract may be terminated by the Client 30 days after a formal notice to perform has been sent by registered letter with acknowledgement of receipt and has remained without effect. In this case, the Client shall pay the Firm the fees due for work already carried out up to the date of effect of the contract’s early termination and the Firm shall retain the direct debits it has made, as remuneration for the commercial, technical and administrative services provided to the Client
7.3. Early termination by the Firm
In the event the Client fails to fulfil its obligations, and in particular:
– in the event the Client fails to pay fees and/or late penalties;
– in the event the Client delays sending the documents and information necessary for the performance of the service,
The contract may be terminated automatically by the Firm 30 days after formal notice has been sent by any written means (e-mail, registered letter, etc.) and has remained without effect. In the event of such early termination, the Client shall pay the Firm the fees due for the work already carried out up to the effective date of the early termination, plus a contractual penalty of 25% of the annual fees.
8. SUSPENSION OF THE ENGAGEMENT
When the engagement is suspended due to force majeure (temporary impediment), the deadlines for delivery of the work are extended for a period equal to that of the aforementioned suspension, unless the resulting delay warrants termination. In the event that the Client fails to fulfil one of its obligations, the Firm shall have the right to suspend its engagement after sending a formal notice by any written means (e-mail, registered letter, etc.) which has remained without effect, and shall not be held responsible for any prejudicial consequences which may arise from this suspension.
In the event the Client contests the terms of the performance of the engagement or there is a dispute over fees, the Firm shall endeavour to have the Chairman of the Regional Council of the Ordre des experts-comptables (French association of chartered accountants) conciliate or arbitrate before taking any legal action.
10. APPLICABLE LAW AND JURISDICTION
Only the French version of this contract shall be legally binding. This engagement contract shall be governed by and interpreted in accordance with French law. All disputes to which the contract may give rise, in particular concerning its validity, interpretation, execution and performance, shall be submitted to the competent courts of Chambéry.
11. ACCEPTANCE OF THE GENERAL CONDITIONS OF SERVICE
The client acknowledges having received, read and accepted these general conditions of service.