General terms and conditions

Updated on 15 November 2024

 

 

1- FIELD OF APPLICATION

These conditions are applicable to agreements relating to engagements concluded between ANDERLAINE, hereinafter referred to as the Firm, and its Client.
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.anderlaine.com/en/general-terms-and-conditions-gfrl/

 

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 the content therein.



3- OBLIGATIONS OF THE FIRM

The Firm carries out the engagement 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 engagement in question. It is under an obligation to use its best endeavours in the performance of this engagement.
The Firm may be assisted by staff of its choice. The Client shall be informed of name of the main employee in charge of the file. 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 engagement. 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 2 (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 shall 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 engagement 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 engagement, 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 engagement 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 shall also:

  • Provide the Firm with all documents and information necessary for the performance of the engagement, within the agreed time lines;
  • Confirm in writing, if requested by the Firm, that the documents, information and explanations provided are complete and accurately reflect its financial position;
  • Check that the statements and documents produced by the Firm comply with the engagement entrusted to it and the information provided by the Client itself and to inform the Firm of any shortcomings or errors without delay.

The Client remains responsible for properly applying the legislation and regulations in force; the Firm cannot be considered as substituting itself for the Client’s obligations by virtue of this engagement. In accordance with legal requirements, the Client must take all necessary measures to store 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.


5- FEES

The Firm receives a freely agreed fee from the Client which is exclusive of any other direct or indirect remuneration. It shall be reimbursed for its travel expenses and disbursements. Progress payments may be requested periodically.
The terms of payment for the fees are as follows: fees are paid by the due date. No discount will be granted for early payment. 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 being 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 quotation accepted beforehand. 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 Client must bring any event likely to have consequences, particularly in terms of liability, to the attention of the Firm without delay.
The Firm’s professional civil 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.

7.2. Early termination by the Client
If the Firm fails to fulfil its obligations, the Client may terminate the contract as of right 30 days after sending formal notice to perform by registered letter with acknowledgement of receipt which has remained without effect.
In this case, the Client shall pay the Firm the fees due for the work already carried out up to the effective date of the early termination of the contract.

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 engagement,
    The contract may be terminated automatically by the Firm 30 days after formal notice has been sent by registered letter with acknowledgement of receipt which 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.


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.

 

9- DISPUTES

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

This engagement contract shall be governed by and interpreted in accordance with French law. Only the French version of this contract shall be legally binding. All disputes which may arise from the contract, in particular concerning its validity, interpretation, execution and performance, shall be submitted to the competent courts of Chambéry.


11- PERSONAL DATA PROTECTION

The firm is authorised to process the personal data necessary to provide the service(s) listed in the special conditions on behalf of its Client. The nature of the operations carried out on the data, the purpose of their processing, the personal data processed and the categories of data subjects are related to the nature of the services listed in the special conditions. The Client shall provide the chartered accountant with the information necessary to perform the service covered by this contract.

GDPR: ANDERLAINE, as data controller, collects and processes your data to manage our commercial relationship and carry out our engagements.
To find out more about how we manage your personal data and how to exercise your rights, please contact: rgpd@anderlaine.com

 

12- ACCEPTANCE OF THE GENERAL CONDITIONS OF SERVICE

The Client acknowledges having received, read and accepted these general conditions of service.


13- MEDIATION

For individual Clients: in the event of a dispute relating to the performance of the Services ordered or the terms and conditions thereof, the parties will attempt to find an amicable solution. In the absence of an amicable agreement or a response from our company within a reasonable period of one (1) month, the individual Client is entitled to seek assistance, free of charge, from a consumer mediator in order to resolve the dispute amicably in accordance with Article L. 612-1 of the French Consumer Code: “Every consumer is entitled to seek assistance from a consumer mediator in order to amicably resolve a dispute with a professional.” This mediator is registered on the list of mediators drawn up by the Commission d’évaluation et de contrôle de la médiation de la consommation (Consumer mediation evaluation and monitoring commission) in application of Article L 615-1 of the French Consumer Code and can be contacted as follows: SAVOIE AMIABLE – savoieamiable@gmail.com or via its website https://savoieamiable.fr. If you have any issues, please contact us or our administrative department beforehand.

 

14- WITHDRAWAL

If the contract is signed remotely or off-premises within the meaning of Article L221-1 of the French Consumer Code, the Client has the right to withdraw from the contract within fourteen (14) days of signing the engagement letter.
This right of withdrawal is exercised by sending the following by registered letter before the end of the aforementioned period:

  • The withdrawal form referred to in Article L. 221-5 (7) of the French Consumer Code,
  • Or an unambiguous letter expressing their wish to withdraw.
    By ticking the box below, the Client acknowledges that if the Firm’s engagement has been completed and executed in whole or in part at the Client’s request before the end of the aforementioned period, the Client will no longer be entitled to exercise the right of withdrawal in accordance with the provisions of Article L221-25 of the aforementioned code [ ]