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These terms govern the accounting takeover and filing preparation service. They are not the terms of the modules sold on the Odoo Apps Store.

Terms of Service — Anthracite Brussels

Accounting takeover and filing preparation · Version 1.5 — 7 August 2026

These terms govern a service. They are self-contained: they refer to no other text, and reading them requires no other document than your order, the quote where one was issued, and the data-processing agreement annexed to them.

They are not the terms of the anthracite_biztax, anthracite_bnb and anthracite_io modules sold on the Odoo Apps Store. Those terms govern a licence to software you install and run yourself. These ones govern a service we perform. You may fall under both, under one, or under neither — the two purchases are separate, and so are their terms.

In one minute

This box is a summary, written so you can decide whether to read the rest. The articles below are what binds us.

  • We copy an accounting out of one Odoo into a fresh one, and we produce the file you have to file. You file it yourself — we never file anything in your name.
  • The diagnosis is free, it commits you to nothing, and it reads totals only.
  • You press the button that builds your base, with your own key. We never store that key, and our software only ever reads your source base.
  • Your source accounting is never modified. It stays where it is, with the retention obligations that go with it.
  • We host the base we build for 14 days as soon as the order is a paid one, and for 7 days where it cost you nothing (article 16.1), with no backups. You can extend that term in steps of 7 days at the time of ordering. You can download a complete copy at any moment — what ends at the term is the hosting, not your data — and at the end we delete everything and prove it.
  • We are not your accountant. We do not draw up your annual accounts, we do not audit your books, and we correct nothing.
  • Prices are per company and per financial year, measured on your base and shown to you before you order. They are firm.
  • Every delivery comes with a comparison report: your source base set against the delivered base, fact by fact. You get it on screen and as a file to keep, you get it when it found nothing, and you get it when the build was stopped. Fifteen working days to check it.
  • If the copy is wrong, we redo it at our cost. If that cannot work, you get your money back.
  • Our liability is capped — and the cap has a floor of 2,500 €, including on the orders that cost you nothing.

Article 1 — Who we are, and who this is for

1.1. The service is provided by Charbon Cinéma SRL, a limited liability company incorporated in Belgium, rue Berthelot 172, 1190 Forest, Belgium, enterprise and VAT number BE 0669.654.643, RPM/RPR Brussels, trading as Anthracite Brussels. Contact: support@anthracite.brussels.

1.2. The service is sold to businesses only, within the meaning of article I.1 of the Belgian Code of Economic Law, acting in the course of their professional activity. It is not designed for, offered to, or sold to consumers. By placing an order you declare that you act for professional purposes.

Why this declaration. It settles which body of law applies. Consumer protection — including the fourteen-day right of withdrawal of article VI.47 of the Code of Economic Law — is reserved to natural persons acting outside their professional activity. Without this declaration, the balance of article 20 would not hold. We would rather tell you that up front than have you discover it when you want to cancel.

1.3. These terms prevail over any purchasing conditions of your own, unless we have agreed otherwise in writing.

Article 2 — What forms the contract

2.1. The contract is made of the following documents, in decreasing order of priority: the order (including the identification of the company being taken over and the level you chose), the quote where one was issued, these terms, and the data-processing agreement under article 28 GDPR annexed to them.

2.2. These documents are given to you on a durable medium: they are reproduced in full in your order confirmation email, not linked to.

Why in full and not by a link. A link is not a durable medium (CJEU, Content Services, C-49/11). Terms you cannot produce yourself six months later are terms whose enforceability has to be argued instead of simply shown. We would rather send a long email.

2.3. The terms of the software modules published by Charbon Cinéma SRL do not apply to this service, and these terms do not apply to those modules. Article 6 says how the two meet.

Article 3 — What the service does

3.1. We read an accounting kept in an Odoo database of yours, and we produce one of three outcomes. You choose the outcome; you never choose a technical option.

Offer What you walk away with
Get my books only your accounting rebuilt in a fresh Odoo Community database, delivered where you chose (article 3.4). No module, no filing help.
Prepare my annual accounts (National Bank) the XBRL file the Central Balance Sheet Office accepts, generated by reading your own books and downloaded right after payment. Nothing is built and nothing is hosted. You file it yourself. Annex C applies in full to this offer.
Prepare my corporate income tax return (Biztax) an Odoo Community database hosted by us, carrying the declaration module, fed with your books. You prepare your return in it and file it yourself on Biztax. The database is downloadable at any time. The annual-accounts XBRL file is not included: it is the other offer above, ordered separately.

3.2. Your source database is never modified. The service writes nothing into your original system: it reads it, and builds elsewhere.

Why this sits in the contract and not in a technical note. It is the property that guarantees that a failure of ours cannot damage your accounting. The whole economics of this contract rest on it — article 12 in particular.

3.3. Why this service exists at all. Modules like ours install only on an Odoo you host yourself or on odoo.sh. Odoo Online accepts no custom code, and Odoo Online is where most small companies are. So if your books live there, you cannot buy our modules and use them — and that is precisely the case this service serves. Odoo Online does expose the programming interface we read through, so we can read your books where they are, and deliver you either a file or a database we host that carries the module for you.

3.4. Where the rebuilt books land. For Get my books only, you choose:

  • a database we host for you for the term of article 16.1, from which you can download a complete copy whenever you want;
  • that copy itself, restored wherever you like — your Odoo, your accountant's, any host;
  • your own remote Odoo (Odoo Online, odoo.sh), which we write into directly. In that case we host nothing at all, and your platform is your own processor, not ours.

3.5. The remote destination is available for Get my books only, and for that offer alone. This is not a commercial restriction we could relax: the corporate-tax offer needs a database carrying our declaration module, and Odoo Online installs no custom module; the annual-accounts offer builds no database in the first place. Our software refuses that combination in the order journey and in the program that performs the work.

3.6. Before we write into a remote Odoo of yours, we check that it contains no accounting entries. If it does, we refuse: we never write on top of an existing accounting.

Article 4 — What travels, and what does not

4.1. You choose the depth of the takeover from three cumulative levels:

Level What travels
1. Balances your chart of accounts, the balances of the year taken over and of the one before it, and your class-2 investment lines
2. The figures every accounting entry and the whole history available in your source base
3. Everything your invoices, your customer and supplier records, and the documents attached to your entries

4.2. Level 1 always includes the class-2 lines. A takeover limited to balances alone would drop the basis of the investment deduction to zero without any error message. We do not offer that, at any price.

4.3. Levels 2 and 3 do not change a single declared figure. They buy a database you can work in, not a better return. You are told this before you choose.

4.4. Beyond invoices, partner records and attachments, level 3 also reproduces — measured on real books on 1 August 2026, and checked item by item by the comparison report of article 11:

  • the payment state of invoices: the invoice-to-payment matching is reproduced, so that the aged balance of the delivered base matches the source — paid stays paid, partly paid stays partly paid;
  • the taxes carried by invoices, with their account and their original amount, so that the VAT reports of the delivered base are usable;
  • the original currency of the lines that carry one, with their amount in that currency: no amount is recomputed through an exchange rate of the destination base.

4.5. What does NOT travel, at any level — this list is closed:

  • the modules, custom developments and customisations of your source base, including paid third-party modules: what we build is a standard Odoo Community database;
  • user accounts, passwords, access rights and record rules;
  • payroll and HR data;
  • stock, manufacturing, project, helpdesk and CRM data;
  • message threads, emails, notifications and anything attached to them;
  • contact records other than the accounting partners of level 3;
  • reports, dashboards, custom views and personal settings;
  • returns and periodic declarations already filed with an administration;
  • taxes carried by entries other than invoices (miscellaneous operations): those entries keep their exact amounts, without a VAT grid;
  • a tax that becomes chargeable on payment (cash-basis VAT);
  • where a tax definition in your source base does not allow the breakdown of its lines to be reproduced identically, the invoice concerned travels with its exact amounts but without tax; every such case is named in the comparison report;
  • a reconciliation carried by an account your source base itself marked as non-reconcilable: it affects neither balances, nor amounts still due, nor the aged balance;
  • the depreciation tables of asset records are not regenerated — the depreciation entries themselves do travel;
  • anything the key you give us does not allow us to read.

Why the list of what does not travel is the most important article here. A dispute about a migration almost never comes from what was copied. It comes from what the customer believed he was buying. A closed list moves that conversation from what each of us felt to what we both read. If something travels that is not on this list, no harm done. If something does not travel and is not on this list, that is our problem, not yours.

4.6. A takeover covers one company and one financial year, named on your order. Any other company or year is a separate order at a separate price.

Article 5 — What this service is not

5.1. We provide software and technical assistance. We do not keep your accounts, we do not draw up your annual accounts, we create no entry that does not already exist in your source base other than by running the tool you trigger yourself (article 8.1), and we carry no title protected by the Belgian Act of 17 March 2019 on the professions of accountant and tax adviser.

5.2. The service does not include accounting advice, tax advice, legal advice, the review, audit or correction of your source accounting, the drawing up or the filing of annual accounts with the Central Balance Sheet Office, or the filing of any return with any administration.

5.3. We never file anything on your behalf — not on Biztax, not with the National Bank of Belgium, not anywhere. We ask for no mandate and we accept none.

5.4. We make no accounting judgement. We decide no allocation, we create no entry that does not already exist in your source base, and we correct nothing. If a figure is wrong in your books, it is wrong in the file. A takeover being faithful is not an accounting being right.

Why this article is written as facts rather than as labels. A clause that asserts "this is not a reserved activity" binds only the person who wrote it. A clause that lists what we do not do can be checked — in our code, in your order journey, in what you actually received. The second one survives scrutiny; the first one does not.

Article 6 — The declaration module: use included while we host, code never handed over

6.1. While the database we built for you is hosted by us, the use of the anthracite_biztax module installed in it is included in the price of the service: you generate your returns without buying a licence for the module. That right of use is ancillary to the service, ends with the hosting, and gives you no right over the code.

6.2. ⚠️ What this means in practice, and we would rather you knew before paying than after. The price of the service gives you no licence you can install anywhere else. The copy of the database you download does not contain the module's code. A copy restored on a server where the module is not installed will not start properly until the module has been put there. If you want to run the module on your own Odoo, you buy it — on the Odoo Apps Store or directly from us — under its own licence and its own terms.

6.3. The service grants no right over the modules, and buying a module grants no right to the service. A claim about a module follows the module's terms and, if you bought it on the Odoo Apps Store, the claim procedure and refund policy of Odoo S.A., which decides those claims alone.

Why we insist on this separation. Two different contractual regimes can live side by side at the same customer. Without this article, someone unhappy with the service could ask Odoo for a refund of something Odoo never sold, and someone unhappy with a module could hold the service responsible for it. Neither would end well for anyone.

Article 7 — The company taken over, and how we pin it down

7.1. One database can hold several companies. We take over exactly one, which you choose at the diagnosis and confirm again before the build.

7.2. Your order freezes four identifiers of that company:

Identifier What it is for
company name what you recognise
enterprise number (BCE/KBO) and VAT number what the contract quotes
technical identifier of the source database (database_uuid) tells the base apart, including from a copy of itself
internal identifier of the company in that base (company_id) tells the company apart inside the base

7.3. That choice is final. The delivered base carries that company and no other. Changing a VAT number or an enterprise number in your own system afterwards has no effect on the order: the identification that governs is the pair formed by the database identifier and the internal company identifier.

7.4. If, at build time, your source base no longer answers with the same identifiers as those on the order, we refuse to build and we tell you. We only proceed after you confirm in writing.

Why four identifiers and not just the name. Two companies in the same group often have very similar names, and the checkout screen is not where anyone re-reads an enterprise number. The first two identifiers are there for you to check with your own eyes; the last two are there to settle an argument months later, because they cannot be changed in three clicks. This is the clause that answers "that is not what I ordered".

Article 8 — Who runs it, and with what access

8.1. You trigger the diagnosis and the build yourself, from your browser, with your own API key. We provide the tool and the assistance; we do not run the build in your place, and it is never triggered by a scheduled job or by an operator.

Why this is not a formality. It decides who performs the work, which is the single most important thing in this contract from a regulatory point of view — and it has to stay true in fact, not only on paper. If we ran everything for you in practice, this clause would protect nobody.

8.2. Your key is never stored — not in a database, not in a file, not in a log, not in a URL, not in a persistent session. It lives in memory for the length of one reading. You paste it again at each step, and you can revoke it immediately afterwards.

8.3. We send nothing but read operations to your source base. That restriction is implemented in our software as a whitelist of methods, not merely promised: what is not on the list never leaves our program, and a generic dispatcher is refused too.

8.3.1. The list, and the SHA-256 fingerprint of the file that enforces it, are published, today at https://service.anthracite.brussels/sante. You do not need access to our machines to check the rule.

8.3.2. That published page is a convenience, not the undertaking. The undertaking is 8.3 itself, and it stands whether or not the page is reachable. If the address moves, or if the page is down when you look, ask support@anthracite.brussels and we will send you the list and the fingerprint by e-mail, on request, at any time during the contract.

Why the page is separated from the promise it evidences. An address in a contract is a hostage: it can move, it can answer an error, and a reader who finds nothing there may well conclude the rest is worth as much. Ours answered an error for part of a day on 01/08/2026 while nothing about the software had changed. So 8.3 says what we do, 8.3.1 says where you can see it, and 8.3.2 makes sure that a page being down never turns a kept promise into an apparently broken one — while keeping you a way to check that does not depend on our web server.

8.4. Odoo does not let anyone restrict the rights attached to a key: a key inherits the rights of the user it belongs to. If the key you give us carries write rights, we say so on screen and we do not block you. You decide whether to carry on or to come back with a narrower access. We would rather look and tell you than pretend we could not know.

8.5. These terms do not provide for us to perform the work for the end client of a professional. Where a registered accounting firm wishes to entrust the execution to us for one of its own clients, the "registered firm" addendum (Annex A) applies — but only once it has been taken up expressly: you ask for it in writing, you give us your ITAA registration number, and we check the public register. All three are recorded on your order. Until they are, the ordinary regime applies and we contract with you as we would with any other customer. Ask before you order, at support@anthracite.brussels: an addendum cannot be applied retroactively to a performance that is already over.

Article 9 — What you undertake to do

You undertake to:

  1. give us read access to your source base, through a valid key that is yours and that you are entitled to let us use;
  2. take your own backup of your source base before any operation;
  3. check the diagnosis before ordering: the identity of the company, the year, the volumes, the classification of investments, and any line flagged as needing your judgement;
  4. name and confirm the company being taken over (article 7);
  5. check the comparison report delivered with the base (article 11);
  6. keep your source base and your original accounting for the whole legal retention period — seven years from 1 January of the year following the closing (articles III.86 and III.88 of the Code of Economic Law), or any longer period a specific rule imposes. A migration relieves you of no retention obligation, and the base we deliver is never your retention copy;
  7. download a copy of the hosted base if you do your own work in it, since that work is not backed up (article 16.5);
  8. not put data unrelated to the purpose of this service into the hosted base.

Why point 6 is an obligation and not a piece of friendly advice. The duty to keep books and supporting documents is yours, and it stays yours. A migration exists to let you leave an old system behind — and the day you do, the copy becomes the only one and your legal obligation would be resting on somebody else's infrastructure. We are telling you not to let that happen, and you are agreeing not to.

Article 10 — What we commit to

10.1. Within the scope of article 4, and for the company and the year named on your order, we commit that the delivered base faithfully reproduces the data read in the source base. This is an obligation of result, and the comparison report is how you see whether it was met.

10.2. Outside that scope — in particular for what you go on to do with the base, for the preparation of your return and for its filing — we owe an obligation of means.

10.3. Legal responsibility for the accuracy, completeness and conformity of your tax returns and your accounts, and for filing them on time, lies with you alone and, where applicable, with your professional adviser. That responsibility comes from the law. It cannot be transferred to us, and this contract does not attempt to transfer it.

Why article 10.1 is not watered down. Faithfulness that is measured fact by fact cannot honestly be sold as an obligation of means. A clause that tried would read as bad faith, and would risk being treated as emptying the contract of its substance — which between businesses makes it presumed unfair, and gets it set aside entirely. Our protection does not come from diluting the promise. It comes from defining precisely what it covers, which is article 4.

And why article 10.3 is not an exclusion clause. It restates an allocation the law already makes, whether or not we write it down. That is why it is not subject to the scrutiny a contractual exclusion would face. It is also what article 13.2 bis rests on: the tax increase that follows an inaccurate return is not a damage we exclude, it is a liability the law never placed on us.

Article 11 — Acceptance: the comparison report

11.1. Delivery includes a comparison report setting the data of the source base against the data of the delivered base, fact by fact, and stating every discrepancy found.

11.2. You have fifteen working days from delivery to check that report and notify us in writing of any discrepancy. If you do not, the delivery is deemed accepted for what the report covers.

11.3. The comparison report is a contractual deliverable. You get it even when it shows nothing at all, and you get it when the build was stopped — that is when it matters most.

11.4. You do not have to ask for it, and you are never handed it once only. You will find it:

  1. on your order page, where it is displayed in full — the page you reach from the single authenticated link we give you, which you can come back to as often as you like, for as long as we keep the report (article 10.7 of the data-processing agreement);
  2. as a PDF attached to the delivery e-mail, where the offer you chose builds a database for you — a copy that is yours, outside our systems, that we cannot withdraw and that you can forward to your adviser;
  3. and, where the delivery takes the form of a parcel, inside the parcel under the name COMPARISON-REPORT.txt. If the parcel does not contain it, the parcel says so by name.

Why acceptance beats a limitation clause. It makes the premise of article 10.3 true — you can only be responsible for what you file if you were able to check it; it discharges our duty to inform you with a document rather than a clause; and it moves the burden of proof after acceptance. No limitation of liability does those three things at once.

And why 11.4 names the places rather than leaving it to good practice. A deliverable nobody can point to is not a deliverable. Naming where it lives is what makes 11.2 run — the fifteen days can only start against a document you have actually been handed — and it is what turns article 13.7 into a fact rather than a claim.

And why none of those three is a one-shot download. You have fifteen working days to check this report, up to twenty-four months to bring a claim measured against it (article 14.2), and you will hand it to your accountant. A document you can only fetch once is a document you cannot check twice. So the page can be revisited, the e-mail copy is yours to keep without coming back to us at all, and the parcel carries its own copy.

11.5. The report reproduces the findings of the checking tool in the words the tool produced them, with a glossary. This is deliberate: you are reading what the machine found, not a summary we wrote afterwards.

Article 12 — If the copy is incomplete or inaccurate: the fix comes first

12.1. If the delivered base departs from the source base within the scope of article 4, we redo the copy, correct it and redeliver at our cost, within a reasonable time and at the latest within fifteen working days of your notice.

12.2. That fix in kind is the first remedy, and you agree to let us attempt it. If it turns out to be impossible or disproportionate, you may terminate the contract and be refunded in full.

12.3. We undertake to report every discrepancy we know of at delivery, even one you have not spotted, and in particular anything whose takeover failed or could not be verified. We do that through the comparison report of article 11, which carries our checks in three kinds: what matched, what we could not verify or carried over differently, and what did not match. The middle kind stops nothing and is told to you anyway.

12.4. What 12.3 is not: it is not a promise that our checks detect everything. It is an undertaking to hide nothing that they do detect, and to say plainly when a check could not be run at all. Where the verification itself stops before the end, the report says so instead of looking complete.

Why 12.3, which is plainly against our own short-term interest. A loss we already know about is not bad luck: it is a defect we are aware of. Staying quiet about it would take us close to gross negligence — which is only covered because this contract says so expressly — and close to fraudulent concealment, which is never coverable and which would bring down the whole of article 13. Telling you costs a line. Not telling you costs the clause.

And why 12.4 is written down rather than left implicit. An undertaking that reads as a detection guarantee is one we could not keep, and a promise we cannot keep is worth less than no promise: it is the sentence the other side reads out loud. Saying exactly what we owe — full disclosure of what we find, and honesty about what we could not check — is both true and more useful to you than a guarantee nobody could honour. This is a description of scope, not an exclusion: nothing here reduces the fix we owe you under 12.1, nor the liability of article 13.

Article 13 — Limitation of liability

13.1. Our total and cumulative liability, on whatever basis (contract, tort, warranty, conformity or otherwise), is limited per order to the higher of these two amounts: the price excluding VAT that you actually paid for the service that caused the damage, or 2,500 €.

13.2. The following are excluded: loss of profit, of turnover, of anticipated savings or of customers; loss of a chance; harm to reputation; third-party, expert or advisory costs; and any indirect or immaterial damage.

13.2 bis. Fines, tax increases, surcharges, late-payment interest and administrative penalties are likewise outside what we owe — and they are outside it because article 10.3 places the legal responsibility for the accuracy, completeness and timeliness of your returns and your accounts on you and, where applicable, on your professional adviser. That responsibility comes from the law. This paragraph therefore releases us from nothing: it restates an allocation that exists whether or not this contract is written.

Why that half-sentence is worth more than the paragraph it sits in. A sum owed to the tax authority because a return was inaccurate or filed late is the archetypal damage of a service that prepares tax returns. Written as a plain exclusion, it invites the argument that we release ourselves from the very undertaking the service exists to perform — the presumption of article VI.91/5, 6° of the Code of Economic Law, and the substance test of article 5.89, § 1, of the Civil Code. Naming article 10.3 changes what the paragraph is without changing what it does: an allocation the law makes is not a clause the law reviews. And it costs nothing, because the allocation was already there — article 10.3 has said so since the first version.

13.3. What is not excluded, but only capped under article 13.1, is the direct damage caused by an incomplete or inaccurate takeover — including the loss of a deduction that a complete takeover would have let you claim.

Why that distinction is the key to this whole article. The damage this service exists to prevent is the direct damage of failing to perform it. Excluding that would be excluding the essential undertaking itself: between businesses the clause would be presumed unfair, it would be set aside, and we would be exposed to unlimited liability. A maximalist clause does not protect us more — it protects us less. Capping is lawful; excluding is not.

13.4. These limitations and exclusions apply including in the event of gross negligence (faute lourde / zware fout) on our part or on the part of anyone we are answerable for, which you expressly accept.

Why that sentence is spelled out. Belgian law allows a party to be released from its gross negligence, but such a release is never presumed: a generic clause covers ordinary negligence only. This is the sentence most contracts forget, and the one that decides how much the cap is actually worth.

13.5. They do not apply in the event of intentional fault on our part or on the part of anyone we are answerable for, in the event of harm to a person's life or physical integrity, or wherever Belgian mandatory law says otherwise.

13.6. In accordance with article 5.89, § 2, of the Belgian Civil Code, our employees, subcontractors and auxiliaries may invoke the benefit of this article.

Why extend it to them. Since Book 6 of the Civil Code came into force, a customer can sue the person who did the work directly, in tort. Without this extension the cap would be avoided simply by changing defendant.

13.7. The parties expressly acknowledge that this allocation of risk is a determining condition and the economic consideration of the agreed price, which bears no relation to the financial stakes of the operations you use your accounting for; that you are a professional with your own accounting competence, assisted where appropriate by your adviser; that a live demonstration database is open to you before purchase, and a free diagnosis was given to you before you ordered; that a comparison report lets you check what we delivered; and that a fix in kind is owed to you before any compensation. Without this article we would not have contracted at this price.

Why that recital sits in the contract rather than in a sales deck. A limitation of liability between businesses is presumed unfair. The presumption is rebutted by facts — and those facts have to be in the clause itself to be raised on the day it is challenged.

And why there is a floor of 2,500 € under a cap set at the price paid. Because the entry level of our grid is free. On an order costing 0 €, a cap "at the price paid" would be worth nothing at all: a clause with no substance, set aside, and we would face unlimited liability — on the level we give away, which is also the one where a silent omission does the most damage. The floor is not a detail. On a free order, it is the liability clause.

Two propositions follow from article 13.1, and they hold whatever the grid says on the day you read this. Where the price you paid is below the floor, the floor is what caps us — and that covers every order on the free level, where it is the whole of the clause. Where the price you paid is above the floor, it is the price that caps us, and the cap rises with it. Neither of the two ever leaves you with less than 2,500 €.

Article 14 — Claims and time limits

14.1. A claim about the conformity of the copy is made under article 11.2.

14.2. Any other defect must be notified to us in writing, with particulars, within thirty days of discovering it, and in any event:

  • where the defect concerns the faithfulness of the takeover (article 10.1) — a balance, an entry, a depreciation schedule, a reconciliation, a tax base or an investment line that the source base carried and the delivered base does not — within twenty-four months of delivery;
  • for any other defect, within twelve months of delivery.

Why twenty-four months, and why only for that defect. A takeover is not really tested on the day it is delivered. It is tested at the next closing, when the accounts of the following year are drawn up against it — and that moment falls, in most files, more than twelve months after delivery. A long stop that expires before the class of defect this contract exists to cover becomes normally discoverable is not a time limit, it is an immunity; between businesses it falls under the presumption of article VI.91/5, 4° of the Code of Economic Law (limiting legal rights "inappropriately"), and it comes close to the substance test of article 5.89, § 1, of the Civil Code. Twenty-four months covers one full closing cycle and the filing deadline that follows it. The other defects — a missing deliverable, an access that never worked, a report that was never handed over — are apparent at once, and twelve months is generous for them.

And why bounding at all is still the right thing. Belgian law lets businesses shorten the period in which a claim may be brought; what it does not let them do is shorten it to a point where the action is practically impossible. The arbitrage is not "twelve months or nothing". Under article 22, if this time limit were set aside, only the time limit would go and the ordinary rule would take its place: ten years (article 2262bis, § 1, first paragraph, of the Civil Code). Twenty-four months that hold are worth far more than twelve months that collapse into ten years.

And one thing to know for the second year. We keep our own copy of the comparison report for eighteen months (article 10.7 of the data-processing agreement). Between the eighteenth month and the twenty-fourth, the copies that carry your claim are the ones article 11.4 puts outside our systems: the PDF attached to your delivery e-mail, and the COMPARISON-REPORT.txt inside your parcel. They are yours, we cannot withdraw them — keep them with the file.

14.3. Your legal remedies in the event of non-performance attributable to us are reserved. Nothing in these terms deprives you of a means of redress.

Why that reservation is spelled out. A clause that made you give up all remedies would be automatically void between businesses — the right to go to court is a matter of public policy. We limit the amount. We never limit the access to a judge.

Article 15 — Price, unit of account, and when we quote instead

15.1. The price is set per company and per financial year taken over. A second company or a second year is a separate order at a separate price.

Why that unit. One database can hold any number of companies, and a legal filing only ever concerns one entity, identified by its enterprise number. Charging "per database" would make one company pay the same as ten.

15.2. The price depends on the offer, on the level you choose and on what your accounting actually contains. It is shown to you before you order, based on a count made at the diagnosis (accounting documents, entry lines, partner records, weight of attached documents, and — for the annual accounts — turnover).

15.3. The price shown is firm, subject to a 10 % tolerance on the volumes found at build time. Beyond that tolerance we tell you before performing, and we offer you either a revised price you are free to accept or refuse, or cancellation at no cost.

15.4. We cannot change the price unilaterally after the order.

Why 15.2 to 15.4. A price escapes unfairness review only if it is stated clearly and intelligibly. A price you would learn only after performance is not stated clearly, and a clause letting one side revise it alone is among those presumed unfair. Counting before selling costs less than arguing about it afterwards.

15.5. The three cases where no price is shown and we send you a quote — and there are only three:

  1. more than 10 GB of attached documents, as measured at the diagnosis;
  2. the number of accounting documents cannot be counted on your base;
  3. turnover cannot be read, or is above the small-company turnover criterion of article 1:24 of the Companies and Associations Code (11,250,000 €) — at that size a complete schema may have to be filed, which is a different job that our tool covers far less well.

The number of accounting documents never sends you to a quote: the largest bracket has a price like all the others. The weight of attached documents is measured, but may be understated if your key does not give access to every document — an understatement, never the reverse.

15.6. The price grid in force is in Annex B. Prices exclude VAT. VAT is applied at checkout according to your status; the reverse charge applies to an intra-EU business with a valid VAT number. Payment is due before the build is triggered.

Article 16 — Hosting, getting your data out, and deletion

16.1. Where the offer you chose includes hosting, the base is made available to you from delivery for 14 days where the order was a paid one, and for 7 days where the order cost you nothing. The option of Annex B adds 7 days per unit taken, up to 53 units, to whichever term applies. The term of your own order is shown to you on the screen where you choose your destination, before you order, and it is stated again on your order page.

Why fourteen days, and why that is not a device for selling extensions. A tax return often waits on an accountant, and two weeks can be short for that. What runs out on the fourteenth day is the hosting, not your data: the complete copy is downloadable from the first minute (article 16.2), so you never depend on our term to keep what is yours. The term you actually need is bought at the outset, in units of seven days, and it is shown to you before you order.

⚠️ The term that binds is the one shown to you on the day you ordered. A later change to this grid does not shorten a term already sold: your order carries its own, and that is what the machine that hosts your base is given.

Why the free level is hosted for one week and not for three months. A base nobody paid for still costs a live database role, a running Odoo and a disk, and hosting it for a quarter would turn a free diagnosis into free hosting. Seven days is enough for what that level is for: downloading your base. It does not shorten the way out — the complete copy is downloadable from the first minute (article 16.2), not at the end — and the base can be rebuilt from your source at any time. We would rather write the short term down than let it be discovered at day eight.

16.2. You can download a complete copy of your base at any time during that period, straight from the interface, without asking us.

Why the way out is active rather than "on request". A passive exit protects us. What protects you is being able to take a copy without asking anyone, so that at every moment you hold one outside our walls.

16.3. We warn you before the term, and each warning offers you again every file produced along with a complete copy of the base. The two warnings are set at thirty days and at seven days before the term. On the seven-day term of article 16.1 both of those dates fall on the delivery itself: there, you are told at delivery how long you have, and no later warning is owed to you. On the fourteen-day term the thirty-day warning falls on the delivery in the same way, and the seven-day one reaches you at mid-term.

Why we say that rather than promising two warnings everywhere. Two warnings spread over a month cannot exist on a term of one week — the arithmetic says so before anyone tries. Writing "twice, at thirty days then seven" across the whole contract would have promised, to the customer of the free level, a reminder that no machine of ours can send. The term is short and said at the outset; that is the honest version of the same protection.

16.4. At the end, the base and all your data are deleted, and a timestamped record of the erasure is drawn up. Deletion does not happen unless a hand-over took place after the last work you did in the base.

16.5. ⚠️ There are no backups. Only one copy of the hosted base exists. Work you do in it yourself — configuration, entries, records you create — exists nowhere else and cannot be recovered if it is lost. This is a deliberate minimisation, not an oversight: the base can be rebuilt from your source, and a copy that does not exist is a copy that cannot leak. But the other side of that choice is owed to you in writing, so here it is — download a copy (article 16.2).

16.6. Your books of record stay in your original system, where your retention obligations sit. The deletion in 16.4 only ever touches the copy we made.

Article 17 — Personal data

17.1. You are the controller; we act as processor within the meaning of article 4(8) GDPR. Our respective obligations are set by the data-processing agreement annexed to these terms, which forms an integral part of them.

17.2. ⏱ You accept that agreement on the connection screen, before you give us your key and before we read anything at all — that is, before the free diagnosis, not at payment.

Why that precise moment, and not a more convenient one. What makes us a processor is the first reading of your data, not the delivery and not the payment. An article 28 agreement signed after the diagnosis would leave the most sensitive step of the whole journey outside any written framework, and no text signed later can repair a permission collected after the fact. So we ask first, before anything is read, at the only moment where asking means something.

17.3. We process your data only for the purpose of the service, we use it for no purpose of our own, and we delete it at the end.

Article 18 — Confidentiality

18.1. Each of us keeps the other's information confidential, for the duration of the contract and for five years after it ends.

18.2. We do not open, index or read the content of the documents we carry. They are copied wholesale, without inspection.

18.3. Where you are an accounting professional bound by professional secrecy, this article is the confidentiality undertaking that secrecy requires from the person you entrust data to.

Article 19 — Ownership

19.1. You remain the owner of your data, in the source base and in the base we build. No right over it is transferred to us.

19.2. The tools, scripts, mapping tables, methods and reports we develop remain ours. You acquire no right over them, only the benefit of running them.

19.3. We will mention working for you as a commercial reference only with your prior written agreement.

Article 20 — Withdrawal and refunds

20.1. Acting for professional purposes, you have no statutory right of withdrawal: that right is reserved to consumers by article VI.47 of the Code of Economic Law.

20.2. You can cancel your order at no cost as long as the build has not been triggered. Once it has, the service is due; unused hosting options are refunded pro rata where the contract is terminated because of us.

20.3. Outside the remedy of article 12 and the terminations it provides for, no refund is given — in particular for a change of mind, for the wrong company having been confirmed, for not using the delivered base, for not having bought a module you needed, or for unsuitability to a specific need you did not tell us about before ordering.

20.4. Your legal remedies in the event of non-performance attributable to us are reserved.

Why 20.4 is indispensable. A clause excluding all refunds "whatever the cause" would also exclude termination and price reduction for non-performance, and would be presumed unfair between businesses. A closed list of excluded cases, with statutory remedies expressly reserved, achieves what we need without being void.

Article 21 — Force majeure

We are not liable for non-performance caused by force majeure within the meaning of article 5.226 of the Civil Code, including the unavailability of networks, of filing platforms, or of a third-party service the performance depends on. If the impediment lasts more than thirty days, either of us may terminate, and the price is refunded pro rata for what was not performed.

Article 22 — Severability

If any provision of these terms is held void, unwritten or unenforceable, the others remain in force. The provision concerned is replaced automatically by the valid provision closest to what we both intended. In particular, if a limitation of liability were set aside, it would be deemed replaced by the closest limitation Belgian law does allow.

Article 23 — Language, governing law, courts

23.1. These terms and the data-processing agreement annexed to them are drawn up in English, and the English text is the only one that binds. Any French or Dutch text we may hand you is a courtesy translation, given for information only: it creates no obligation of its own, and where it says anything other than the English text, the English text is the contract.

Why one language, and not three. A second and a third version of a contract are only worth having if they stay word for word beside the first at every amendment. Three texts to amend is three chances to leave one behind — and the one left behind is the one that gets quoted, on the day it matters. Between businesses Belgian law leaves the language of the contract to the parties, and article 1.2 says who this service is sold to. One text, kept exact, is worth more to you than three kept approximately.

23.2. They are governed by Belgian law, excluding the Vienna Convention on the International Sale of Goods.

23.3. Any dispute falls under the exclusive jurisdiction of the courts of the judicial district of Brussels, without prejudice to our right to sue you before the court of your own domicile.

Annex A — "Registered firm" addendum

This addendum applies where an accounting firm entrusts the execution to us for one of its own clients. It exists because Belgian law distinguishes work done for a third-party client from work done for a registered professional — and only the first falls within the reserved activities of the Act of 17 March 2019.

A.1. Who may take it up, and how it comes into force. Only a "professional" within the meaning of article 2 of the Act of 17 March 2019: a natural person listed in the ITAA public register, or a recognised legal entity. This addendum comes into force for a given order when three facts exist and are recorded on that order:

  1. you have asked for it in writing, before the work;
  2. you have given us your ITAA registration number;
  3. we have checked the public register, and we note the date of that check and what it returned. We may check again at any time.

Absent those three facts, this addendum does not apply and the ordinary regime does — whatever either of us may have assumed. Losing that registration ends this addendum automatically for the future.

A.2. For the firm, never for its client. The contract is concluded with you, invoiced to you, and performed for you. We conclude no contract with your client, we do not invoice your client, we do not communicate with your client, and we hand your client no deliverable.

A.3. Your engagement, your supervision, your responsibility. You declare that you act under an engagement letter with your client (article 41 of the Act) covering the work entrusted to us. You keep sole direction, supervision and validation of that work; the comparison report goes to you, and it is you who accepts delivery. Towards your client, the responsibility for the engagement remains yours, under the conditions the Act sets.

A.4. Everything else is unchanged. These terms apply to this addendum for everything it does not modify — in particular the scope (article 4), the commitment (article 10), acceptance (article 11), the limitation of liability (article 13) and the data-processing agreement, in which you take the role of the customer for the data of the file your own client entrusted to you.

Why these four clauses and no others. Each one transposes something the law or the case law names: who counts as a professional, the absence of any direct relationship with the end client, the engagement letter, and where responsibility stays. The addendum is meant to be observed, not argued: the public register, the invoice, and the route the deliverables take are three checkable facts.

And why it must be taken up rather than apply by itself. Until 2 August 2026 this addendum was written to govern automatically — "never the ordinary regime" — as soon as a firm was involved, while A.1 made it conditional on a register check that nothing in the ordering process actually performed. A clause that asserts a fact nobody establishes is worse than no clause at all, because the fact is precisely what would have to be proved. What makes the firm channel clean is Cass., 28 November 2022, D.22.0007.F: reserved activities are carried out "for the account of a third party" only when they are carried out for a third-party client and not for the account of a registered professional. That argument stands entirely on the counterparty's registration being demonstrable — so it is now established once, in writing, and recorded on the order, rather than assumed.

And what this addendum is not. It is not what keeps this service outside the reserved activities of the Act. That is article 8.1, and it holds for every customer, addendum or no addendum: you press the button, and the execution runs on your instruction, for you — so the work is not carried out for the account of a third party in the first place. Annex A reinforces the firm channel. It does not carry it, and nothing here depends on it.

Annex B — How the price is built

⛔ This annex carries no figures, on purpose. The prices in force are published at anthracite.brussels/tarifs, and they are read there from the very records that price your order — there is no second copy to disagree with the first. A grid printed here would be right on the day it was written and wrong on the day it changed, and the wrong one is the one somebody would quote.

What binds us is not this page: it is the price shown to you before you ordered, which is carried by your order and reproduced in full in your order confirmation (article 2.2). That document is your proof of the price, and ours. Articles 15.2 to 15.4 apply: the price is communicated before the order, it is firm, and we cannot change it afterwards.

B.1 — What you pay for

Two things, and only two: the outcome you walk away with (get your books, your annual accounts, your tax return), and how much of your accounting travels with it (the takeover level of article 4.1).

B.2 — The two measured axes, which never meet at the same buyer

What is priced Measured on
The takeover the number of accounting documents of the company taken over
The annual accounts, and the tax return the turnover of the year being filed (rubric 70), and the edition of your Odoo

All of them are measured on your base at the free diagnosis — you never declare them, and a figure you did not declare is a figure you cannot get wrong. The annual-accounts offer takes nothing over, so a customer reads one axis or the other, never both for the same line.

The edition, and what it changes. Whether your base runs Odoo Community or Odoo Enterprise is read at the diagnosis, from the structure of your base and not from anything you tell us. On a Community base you pay the bracket below the one your turnover falls in, on the same scale — one step down, not a negotiated discount. What you receive is the same in both cases; the difference is on our side, and it is a deliberate one: a Community user has no licence budget, and Odoo gives him no filing tool at all.

Why turnover and not documents, for a filing. The number of entries says nothing about what an annual-accounts filing is worth: a holding with forty entries and a four-million balance sheet would pay the cheapest price, and a small shop with thirty thousand tickets the dearest. Turnover is the axis the law itself uses to size that filing — the thresholds of articles 1:24 to 1:26 of the Companies and Associations Code decide micro, abridged or complete.

B.3 — The rules that do not move with the grid

  • The entry level of the takeover is free, in every size bracket.
  • 🛑 What the free level is not. It takes over your chart of accounts, the balances of the year and of the one before it, and your class-2 investment lines (article 4.2) — and nothing else. Not the ledger, not the invoices, not the partner records, not the attached documents. "Free" does not mean "complete", and it is written here so that it is not discovered after delivery.
  • One gigabyte of attached documents is included at the deepest takeover level; beyond it a supplement applies per started gigabyte, weighed at the diagnosis and therefore known before you order, never after.
  • Hosting runs 14 days on a paid order and 7 days on an order that costs nothing (article 16.1), and can be extended in units of 7 days, up to 53 units, chosen when you order. What ends at the term is the hosting, not your data (article 16.2).
  • A term already sold does not shorten. A change to this grid applies to orders placed after it; your order carries the term it was sold with, and that is the term the machine hosting your base is given.
  • Beyond 10 GB of attached documents: a quote, and no price is shown (article 15.5). ⚠️ The number of accounting documents never sends you to a quote — the largest bracket carries a price like the others.
  • Above the small-company turnover threshold of article 1:24 of the Companies and Associations Code, a complete schema may be required: no price is shown, and we quote.
  • Prices exclude VAT and are per company and per financial year taken over (article 15.1), firm subject to the 10 % tolerance of article 15.3.

Annex C — Annual accounts: the XBRL file (remote, self-service)

C.1. What it is. You generate, from your own Odoo base, the XBRL file of your annual accounts in the format of the Central Balance Sheet Office of the National Bank of Belgium, using the tool we provide. Your base is read remotely and read-only, with the key you supply, and article 8 applies in full: you trigger it. Nothing is hosted: the data read serves to compute the file we deliver, and is then deleted.

C.2. What this is not. Article 5 applies in full. In addition: we do not close your accounts, we choose no valuation rule, we appropriate no result; the figures come exclusively from your own books; the tool writes nothing into your base; and filing with the National Bank remains your gesture (article 5.3). Drawing up annual accounts is an activity reserved to ITAA professionals (article 3, 2° of the Act of 17 March 2019); we put figures that already exist into the form the recipient expects.

C.3. What you confirm before generating. Before any generation you declare: (a) that the annual accounts for the year concerned have been drawn up under your responsibility or that of your accounting professional; (b) that the file will be reviewed and, where appropriate, filed under that same responsibility; (c) that you have understood that the tool changes no amount in your accounting.

Why three statements and not a disclaimer. These are statements of fact, not exclusions: they record that the content comes from you, that the professional review exists, and that the tool formats without touching. A general disclaimer would be presumed unfair. Three facts you state are not.

C.4. What you get, and what we tell you about it. The deliverable is the XBRL file together with its validation report. Before any file is handed over, we replay on it the official assertions of the Central Balance Sheet Office taxonomy, and we do that on every file, every time. The report states what the check returned, in the words the checker produced: the verdict, how many assertions were evaluated, and which of them were not satisfied. You get it when everything passed, you get it when something did not, and you get it when the check itself could not run, in which case it says so in those terms instead of reading as a pass. It travels inside the archive next to the file, and it is shown on your order screen.

Running that check on every file, and reporting what it returned without softening it, is an obligation of result. What the check finds is not: the conformity of the file, and its acceptance by the National Bank's filing platform, which is a third party's service, fall under the obligation of means of article 10.2. The file is delivered with its report whatever the report says, so that you and your accounting professional can see where it stands before you file. Where the file departs from your books within the scope of article 4, the remedy of article 12 applies.

Why the check is an undertaking of result and the verdict is not. Two different things are promised here, and only one of them is ours to control. Whether every official assertion passes depends on what your books contain, on fields that are in nobody's accounting, and on a taxonomy the National Bank publishes and revises. Running the check on every file, and handing you what it returned unaltered, depends on nobody but us. So that is where the obligation of result sits. Conformity itself sits with article 10.2, and this annex says which is which rather than undertaking an outcome the service does not decide.

And why we do not undertake to withhold a file that fails. An assertion can fail because of a field only you can fill in, on the National Bank's own platform, where the file stays editable until you deposit it. A file we kept back would leave you with nothing to edit and nothing to check. So you get the file, you get the verdict that goes with it, and article 12 covers the case where the file is wrong on our side.

C.5. Price. Per legal entity and per financial year, on the turnover of the year being filed (rubric 70), read remotely from your books at the diagnosis and shown to you with the price before you order (articles 15.2 to 15.4 apply). The brackets and the amounts in force are published at anthracite.brussels/tarifs — see Annex B for why no figure is printed here.

The abridged scheme. We produce the abridged scheme, and only that one. A micro company is entitled to file under the abridged scheme (articles 1:25 and 3:2 CAC make the micro scheme a faculty, not an obligation), and that is what it receives; we do not produce the micro scheme itself, whose National Bank filing fee is slightly lower. Above the small-company turnover criterion of article 1:24 CAC, or where turnover cannot be read at all, no price is shown and we send you a quote (article 15.5) — never the cheapest bracket by default.

Why turnover and not the number of documents. The number of entries says nothing about what an annual-accounts filing is worth: a holding with forty entries and a four-million balance sheet would pay the lowest price, and a small shop with thirty thousand till receipts the highest. Turnover is the axis the law itself uses to size this filing (articles 1:24 to 1:26 CAC, which decide micro, abridged or complete). Measuring the wrong thing accurately is still measuring the wrong thing.

C.6. Data. The data-processing agreement applies in its light form: a transient reading, no hosting, deletion on delivery, and a purpose that includes determining the price (article 4.1 of that agreement).

Charbon Cinéma SRL, trading as Anthracite Brussels · rue Berthelot 172, 1190 Forest, Belgium · BE 0669.654.643 · RPM/RPR Brussels · support@anthracite.brussels Terms of Service — version 1.5, 7 August 2026. The version in force on the day of your order is the one that applies to it; earlier versions are archived and available on request.