General Transaction Terms
The following General Transaction Terms shall apply when Crowe Greece provides services to its customers. They form an integral part of the agreement prepared under the title “Engagement Letter”, and combined they reflect the object of the cooperation between the parties.
Definitions
The words and phrases below used in the General Terms and Conditions shall have the following meaning:
Services
The services to be provided by Crowe Greece in accordance with the Engagement Letter.
The terms “Crowe Greece” or “we”
Refer to the firm “ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS s.a. with the distinctive title “Crowe Greece” contracted as the provider of the services.
Engagement Team
Persons that Crowe Greece has appointed to perform the audit or the engagement assigned by the Engagement Letter, who participate actively, in groups or individually, in the provision of the Services.
Members of Crowe Greece
Any Manager of Crowe Greece, members of the Engagement Team, an employee or a person authorized by Crowe Greece, an associate or expert to whom Crowe Greece has assigned work to support services provided to you.
You
The company or organization to which the Engagement Letter is addressed.
Service Agreement
The terms of cooperation included in the Engagement Letter, the General Terms and Conditions hereof, any existing additional terms or amendments to the original contractual terms, after they have been signed by the parties.
Other Beneficiaries
Any person or organization, the activities of which may be audited by you, provided that such person or organization is specified in the Engagement Letter as the recipient or beneficiary of the Services or any product thereof or provided that we have agreed between us that the above person or organization may be treated as such.
Our services and obligations
1.
The Engagement Letter defines the Services to be provided by Crowe Greece as well as the issues related to it. These General Terms and Conditions shall be subject to modifications only if required by the Engagement Letter and in accordance with it.
The Services shall be provided with reasonable skill and diligence.
In the event that the persons who will participate in the provision of the Services are named in the Engagement Letter, we shall make reasonable efforts in order to ensure their participation in the provision of the Services. We reserve the right to replace the named persons with others who shall have the same or similar skills, but before we do so we will consult you.
2.
During the provision of the Services, we may become aware of sensitive information regarding your business or your affairs (hereinafter referred to as “Confidential Information”). With regard to the Confidential Information, we will comply with the rules of confidentiality established by our regulatory authority and comply with the confidentiality restrictions imposed on us by any other authority in Greece, with which we are required to comply, as well as with the obligations imposed on us by Greek law.
3.
We have the right to act in accordance with any of our obligations under Greek law, our regulatory authority or any other authority in Greece, on the basis of which we must disclose Confidential Information. This provision shall not apply in case the Confidential Information has been legally made public or in case we wish to disclose it to insurers who provide us with professional liability insurance coverage or to our advisors on such matters.
4.
We may provide information, including Confidential Information, about you, our business relationship with you, and the Services, in a discreet and confidential manner, to our shareholders, Certified Public Accountants, our members, our managers, our representatives, our subcontractors, other bodies associated with us and other persons who, in any case, will be required to apply safeguards to protect privacy, so that we support the audit engagement, facilitate the organization of our work or maintain the quality and comply with the required specifications in our work and our infrastructure as a whole. In particular, we may provide access to your Confidential Information to persons located in other Member States of the European Union in order to:
create consolidated repositories of information regarding a specific audit, so that relevant audit teams can access and receive the most up-to-date information regarding the audit;
allow the monitoring and supervision of the progress of the audit work;
provide appropriate knowledge and guidance to audit teams during the audit;
facilitate the performance of the audit by the audit teams, including technical support services; and
as part of our own use of information systems that have been designed in accordance with the good practice of the relevant business sector and which are subject to appropriate access controls.
5.
Upon completion of the Services, we may provide written advice or confirm verbal advice in writing or submit a final written report or make an oral presentation. Prior to the completion of the Services, we may provide advice or reports or presentations orally, in draft or provisional form but, in such case, our written advice or our final written report shall prevail. You must not rely on any oral advice or draft or interim report or any other draft or interim presentation made during the provision of the Services. In case you wish to rely on the above, you must notify us and, depending on the case, we will provide you with the final documents or a final written confirmation of the oral advice.
6.
We are not obliged, under any circumstances whatsoever, to update any written or oral advice, report or any product of the Services due to events that occurred after the delivery of the relevant advice, report or product in their final form.
7.
Any Product of the Services, delivered to you in any form or by any means, shall be provided by us on the condition that it is intended only for your benefit and information and should not be copied, referenced or disclosed in its entirety (except for your own internal purposes) or partially, without our prior written consent. The Services shall be provided on the condition that you will not mention our name and that you will not reproduce our logo in any form or medium, without our prior written consent.
You will be able to disclose any product in its entirety to your legal or other advisers for the purpose of seeking advice on the matters to which the Services relate, provided that in any case of such disclosure you will inform them that:
7.1.
any disclosure by them (with the exception of the disclosure for internal purposes) is not permitted without our prior consent; and
7.2.
we do not bear any responsibility or obligation to compensate them regarding our Services to the fullest extent permitted by Greek law.
8.
The advice, opinions, statements, forecasts or recommendations provided by us as part of the Services shall not in any way be construed as a guarantee on our part for the occurrence or prediction of future events or situations.
Ownership
9.
We retain the ownership of the royalties as well as any other copyright to the Services product, whether provided orally or in writing, as well as the ownership of the relevant draft worksheets. In order to provide services to you or other customers, we and other Persons of Crowe Greece shall have the right to use or develop general knowledge, experience and skills acquired during the performance of the Services.
Our fees
10.
With regard to the Services provided, we will issue invoices which will include our fee, our expenses and VAT (where required), as well as any other relevant tax that may be due for them or deducted from them. In particular, any special payment terms included in the Engagement Letter shall apply and prevail. Our remuneration is calculated on the basis of the extent of the participation of our general managers, deputy general managers, employees or representatives, as appropriate, in the provision of the Services, their skills and working time in the provision of the Services, as well as the nature and complexity of the Services. Our actual fees may differ from any estimates or forecasts made which are merely indicative.
In the event that we are obliged or required to provide information about you, at the request of a regulatory body, upon request or due to any form of legal action, you agree that, in cases where we are not the subject of the relevant claim, request or procedure, you will compensate us for the costs incurred by us or our staff to process such request.
11.
In exchange for the Services provided by us you will pay our Fees (without the right of set-off) upon receipt of our invoice unless otherwise specified in the Engagement Letter.
11.1.
We reserve the right to charge interest on overdue debit balances at the interest rate applicable to the default interest, as provided by law.
11.2.
In the event that the Service Agreement is terminated or suspended, we have the right to collect the costs we have paid so far and our remuneration for the work performed, plus VAT (where provided). In this case, our remuneration for the work done shall be calculated based on our hourly fees at the time of performance of the work, in accordance with the provisions of paragraph 10.
Your obligations
12.
You have the responsibility and obligation to inform us about:
12.1.
the administration, management and operation of your business and your affairs;
12.2.
the use, the extent of the adoption or implementation of our advice or recommendations or any other product of the Services, provided by us;
12.3.
making any decisions that affect the Services, any product of the Services, your interests or your affairs;
12.4.
the acquisition, achievement, or realization of any benefit that is directly or indirectly related to the Services, which need to be implemented by you;
12.5.
the provision of sufficient resources, including relevant facilities in order to carry out our work, usually at your own expense;
12.6.
the provision of certificates / written statements where required by us or our staff.
13.
At your relevant request or if the nature of the Services is such that we may be more efficient if we provide our services at your offices, or using your computers or telephone network, you will need to take the necessary steps to provide us with access, security procedures, anti-virus testing, installations, licenses or approvals that may be required (not at our expense).
14.
You may not make any direct or indirect offer of employment to any of our general managers, deputy general managers, or employees, as the case may be, who participate in the provision of the Services, during the provision of the Services or for a period of 12 months after completion of the Services or after the expiration of the Service Agreement, without our prior written consent. The above prohibition does not prevent you at any time from posting vacancy advertisements or offering jobs to any of our general managers, deputy general managers or employees, as the case may be, who may respond to such advertisements.
Information
15.
In order to be able to provide you the Services, you must provide us with all information and assistance in a timely manner as well as access to all documents in your possession, custody or under your control, as well as to personnel under your control, whenever requested by us. You should make every effort to provide us with the above when they are not in your possession, custody or under your control. You must notify us of any information or developments that may come to your notice which may affect the Services. You should provide information in response to our questions so that we can comply with our legal obligations under money laundering legislation.
16.
We may rely on any instructions or requests or updates or information reflected or provided, either orally or in writing, by persons we know or who, as we believe, in good faith, are authorized by you to contact us for such purposes (hereinafter referred to as “Authorized Person”). If requested by an Authorized Person, we will be able to contact you by e-mail, provided that by giving your consent to such a method of communication, you accept the risks involved (including the risks of interception or unauthorized access to such communication, the risk of tampering with such communication and the risks of electronic viruses or other harmful devices), and you undertake to check for viruses. The Engagement Letter will be used as your explicit consent to the use of e-mail and other electronic means of transmitting information, including confidential information, when we contact you and other Beneficiaries or Members of Crowe Greece, or when we contact external partners (natural or legal persons), ours or yours. You hereby acknowledge that e-mail operates through the public internet, which is not a reliable method of communication and, therefore, the confidentiality of the information transmitted may be compromised through no fault of Crowe Greece.
17.
We will be able to obtain information from you or from other sources during the provision of the Services.
We will take into account the consistency and quality of the information that you provide to us.
We will not seek to verify the reliability of the information we receive from you.
We will not be liable to you for any loss or damage you may suffer as a result of fraud, misunderstanding, concealment of essential information regarding the Services, or any other omission in connection with such essential information, whether originating from you or other sources of information.
Knowledge and conflict of interests
18.
The Engagement Team is not required, expected or deemed to be aware of any information not known to it personally, nor is it required to obtain such information, even if it is known to other Members of Crowe Greece.
The Engagement Team is not required to use or disclose to you any information, whether known to it personally or known to other Members of Crowe Greece, which is confidential with regard to another customer.
19.
There are and will continue to exist mechanisms in place between the members of Crowe Greece, which have been created to facilitate the protection of the interests of each customer by the use of one or more of the following safeguards: separate groups, geographical distribution, functional autonomy, separate network service units (servers) and separate e-mail systems (hereinafter referred to as “Barriers”).
20.
There is a possibility that we, or other persons of Crowe Greece, may be contacted so that we provide consulting services to a third party or third parties, who are in conflict with you, or so that we provide consulting services or represent the interests of a third party or third parties, which (interests) are contrary to your interests due to the material relationship to the matters to which the Services are specifically and directly related (hereinafter “Conflicting Interests”). We are constantly seeking and will continue to seek to identify cases of Conflicting Interests. If you know or it has been brought to your attention that there is a case of Conflicting Interests, you must inform us in a timely manner.
We will not accept a mandate for the provision of services, from which Conflicting Interests for the Engagement Team may arise.
21.
There will be no issue of Conflicting Interests when appropriate Barriers have been put in place and when:
At any time during the provision of the Services, you are an employee (including members of the administrative bodies) and a Member of Crowe Greece provides services to your employers. In such a case, other Members of Crowe Greece shall have the right to act on behalf of your employer at any time and in any capacity;
or
Another Member of Crowe Greece shall be appointed as a bankruptcy trustee or corporate resolution officer (appointed in accordance with the provisions of bankruptcy law or otherwise) in relation to a person or organization with whom you have (or are going to have) Conflicting Interests. In such case, the bankruptcy trustee or the resolution officer shall be entitled to act in such capacity at any time.
22.
There is a possibility that we or other persons of Crowe Greece be contacted so that we provide consulting services to another company or third parties whose interests are not in conflict with yours but are competing with yours specifically and directly regarding the object of the Services (hereinafter referred to as “Competitor” or “Competitors”). We are constantly seeking and will continue to seek to track Competitors. If you are aware of the fact or has been brought to your attention that a Person of Crowe Greece provides advice or intends to provide advice to a Competitor, you must notify us in good time.
23.
If we notice or be notified by you that a third party to whom we provide advice is a Competitor, we will activate appropriate Barriers, and when these barriers are put in place, we will have the right to provide advice to that Competitor at any time and in any capacity (unless such advice relates to Conflicting Interests).
24.
In the event that a third party has mandated us to provide advice to it, we may consider that, although Barriers have been activated, your interests are likely to be jeopardized and we may not be convinced that the situation can be addressed. In this case, we may need to terminate the Service Agreement, but we will consult you before making such a decision.
The Service Agreement
25.
The Service Agreement sets out the entire arrangement between us regarding the Services to be provided. Any amendments or modifications to the Service Agreement must be made in writing and be signed by an authorized representative of both parties. In the event of any discrepancy between the Engagement Letter and other points of the Service Agreement, the Engagement Letter shall prevail. In the event of any discrepancy between these General Terms and Conditions and any Additional Terms that may apply, the Additional Terms shall prevail. No provision in the Service Agreement shall exclude the liability that we would otherwise have towards you in respect of any false statements made by us prior to the date of conclusion of the Service Agreement.
Third-party rights
26.
The Service Agreement does not establish, nor does it intend to establish third-party rights. No third party shall be entitled to impose or rely on a provision of the Service Agreement which grants or may grant any right or benefit to a third party, directly or indirectly, expressly or implicitly. The application of any legislation that grants to third parties contractual rights or other rights with regard to the Service Agreement shall be excluded. Members of Crowe Greece shall not be considered third parties for the purposes of this paragraph.
Situations that are beyond your or our control
27.
None of the parties shall be deemed to have breached their contractual obligations and shall be liable to the other in the event of our or your failure to comply with the Service Agreement due to events beyond our or your reasonable control. If such an event occurs, affecting one party, that party will be required to notify the other party as soon as possible. The latter will have the right to suspend or terminate the Service Agreement upon notice which will take effect immediately from the date of its delivery.
Waiver, assignment and subcontractors
28.
Failure by either party to exercise or enforce any right shall not constitute a waiver thereof.
29.
Neither party shall have the right to assign the rights or obligations arising out of the Service Agreement without the written consent of the other party.
30.
We reserve the right to appoint subcontractors to assist in the provision of the Services as members of the Engagement Team; however, if the subcontractors are not Members of Crowe Greece, we will consult you before such appointment. If we appoint subcontractors under this term, we may share Confidential Information with them. Therefore, for the purposes of this Service Agreement, we hereby assume responsibility for their work, which will be considered part of our Services.
Exclusion and limitation of our liability
31.
Subject to the specific conditions of the provision of the Services, as described in the Engagement Letter, the contractual or tortious or under the law liability or other liability of all Members of Crowe Greece towards you and Other Beneficiaries shall be excluded with regard to any indirect or consequential financial loss or damage (including lost profits), which you (or any other party) will suffer and which is derived from or associated with the Services, no matter in which way the indirect or consequential financial loss or damage has been caused, including our negligence but not our fraudulent behaviour.
Subject to the specific conditions of the provision of the Services, as described in the Engagement Letter, and without prejudice to paragraphs 33 and 34 below, the overall liability of all Crowe Greece Persons towards you and the Other Beneficiaries shall be as follows:
contractual or tortious or arising under the law or otherwise;
for any immediate loss or damage that you (or any other party) may suffer, and which arises from or is associated with the Services.
No matter in which way the immediate loss or damage has been caused, including our negligence but not our fraudulent behaviour, it shall be limited to the amount specified in the Engagement letter or, if no amount is specified in it, to the amount of the fee paid to us in accordance with the terms of the Engagement letter. In any case, our liability shall be limited to the smallest of the above amounts and the amount expressly provided in the law, where there is such a provision.
In particular, with regard to Regular Audits of the financial statements carried out in accordance with Greek law, our total liability shall be limited to a maximum of ten times the fee, as specified in the Engagement Letter to all injured parties, in accordance with the provisions of Article 37 of Law 4449/2017.
32.
Without reservation to the total limitation of our liability under paragraph 32 above, the extent of our liability to you and to any Other Beneficiaries shall be governed by the following provisions:
32.1.
The liability of the Crowe Greece Persons shall be limited, taking into account any contributory negligence (if any) or any contributory negligence (if any) of any Other Beneficiaries, at a rate of total loss or damage that is fair considering the extent of liability of the Members of Crowe Greece regarding the specific loss or damage, and the extent of the liability of any other party who is also liable or possibly liable to you or to other Beneficiaries regarding the same loss or damage (hereinafter “Other Liable Party”).
32.2.
For the purpose of determining the Percentage of Crowe Greece
It shall not be taken into account that any Other Liable Party has ceased to exist, has ceased to be liable, has imposed an agreed limitation on its liability, has no resources or is unable, for any other reason, to pay compensation.
Upon our request, you or any Other Beneficiaries must include any other Liable Party in any legal proceedings you initiate against us, unless this is prohibited by law.
32.3.
Where, notwithstanding the provisions of this paragraph 33, the extent of the percentage of Crowe Greece cannot be determined, the matter shall be referred, upon request, to a commonly accepted expert or, in the event of disagreement, to an expert appointed by the President of the Athens Bar Association, which shall act as an expert and not as an arbitrator and whose decision regarding the percentage of liability of Crowe Greece shall be final and enforceable and shall prevail over any other previous judgment.
33.
We accept the benefit of the limitations provided for in paragraphs 32 and 33 above on our behalf and as representatives of any other Members of Crowe Greece who may or may not be involved in the provision of the Services.
The exclusion provided for in paragraph 31 and the limitations in paragraphs 32 and 33 above shall not exclude or limit any liability which cannot be lawfully excluded or limited and shall apply alongside any other paragraphs which otherwise exclude or limit liability.
34.
You and the Other Beneficiaries may not initiate legal proceedings for your own benefit against any individual general managers, deputy general managers, employees or representatives, as the case may be, of Crowe Greece which enters into the agreement, or against anybody or legal person controlled by us or owned by us or associated with us, in respect of loss or damage suffered by you or Other Beneficiaries, which arises out of or is associated with the Services provided. This restriction does not constitute a limitation or exclusion of the liability of Crowe Greece which enters into the contract as a company for the acts or omissions of its general managers, deputy general managers, employees and representatives. Any claim by you or Other Beneficiaries must be made within five years of the date on which you or they acquired the right to initiate legal or other dispute resolution proceedings.
Third parties
35.
You must indemnify any Members of Crowe Greece and us, and reimburse any loss, damage, expense or debt which we or they may have suffered or which has arisen or has resulted under or is associated with the following two conditions, which must be met cumulatively:
35.1.
any breach by you of your obligations under the Service Agreement; and
35.2.
any claim made or threatened to be made by a third party or Other Beneficiaries, which arises out of or results from or is associated with such breach.
The above provision on compensation shall not apply in case we have given our written consent regarding the full or partial disclosure of the Services product to the above third party or the Other Beneficiaries, in accordance with the terms agreed between you and the specific third party or (An)other Beneficiary and with which (terms) each of you has complied.
Termination
36.
Either Contracting Party may, at any time, terminate the Service Agreement or suspend it by notifying the other party in writing at least 30 days before, provided that there is no statutory provision prohibiting such termination. The Agreement shall be terminated or suspended in accordance with this paragraph without prejudice to any legal rights that may have arisen for either Party prior to the termination or suspension, and all amounts due to us shall become fully payable at the time that the termination or suspension takes effect.
37.
The following paragraphs of these General Terms and Conditions shall continue to apply upon expiration or termination of the Service Agreement: paragraphs 4, 5, 6, 7, 8, 9, 12, 14, 17, 19, 20, 21, 22, 23, 24, 25, 26, 28, 29, 31, 32, 33, 34, 35, 36, 39, 40, 42, 43, 44.
We have the right to retain worksheets that support our reports, proposals and opinions given until the date of termination (of the Engagement) for a period of up to ten (10) years from the completion of our work, provided that there is no provision in law prohibiting such a right or providing for a shorter retention period.
Notifications
38.
Any notification to you or to us relating to the Service Agreement shall be made in writing and sent by registered mail (or by prepaid mail abroad) or delivered to the respective addresses shown on the Engagement Letter (or any other address which will have been notified in writing).
Notifications sent by post shall be deemed to have been received:
when they are posted in Greece, on the second working day; and
when they are posted outside Greece, on the tenth working day following the day of posting.
Partial invalidity
39.
Each paragraph or term of the Service Agreement is a separate and independent provision. If a court or authority declares an article or part of the Agreement null and void, the parties shall discuss with each other as soon as possible, seeking a solution that will allow us to continue our work. In the event that we find out that the issue cannot be resolved, we may need to terminate the provision of the Services by a notice which shall take effect immediately upon delivery, after we have previously consulted you about such intention of ours. Paragraph 11.2 shall apply.