Terms and conditions

General terms and conditions for a tax consultant and tax Advisory profession Firms

The following “General Terms and Conditions” apply to contracts between tax advisors and tax advisory professional firms (hereinafter referred to as the “Tax Advisor”) and their clients, unless otherwise expressly agreed in text form or mandatorily required by law.

1. Scope and Performance of the Engagemen

1. The scope of the services to be provided by the Tax Advisor shall be determined by the engagement granted. The engagement shall be performed in accordance with the principles of proper professional practice and in compliance with the applicable professional regulations and professional duties (cf. German Tax Advisory Act – StBerG, Professional Code of Conduct – BOStB).
2. The consideration of foreign law requires an express agreement in text form.
3. If the legal situation changes after the final completion of a matter, the Tax Advisor shall not be obliged to inform the Client of such change or of the consequences arising therefrom, unless expressly agreed otherwise in text form.
4. The review of the accuracy, completeness and regularity of the documents and figures submitted to the Tax Advisor, in particular bookkeeping records and financial statements, shall only form part of the engagement if expressly agreed in text form. The Tax Advisor shall rely on the information provided by the Client, in particular numerical data, as being correct. If the Tax Advisor identifies any obvious inaccuracies, the Client shall be informed accordingly.
5. The engagement does not constitute a power of attorney for representation before authorities, courts or other bodies. Such power of attorney must be granted separately. If, due to the Client’s absence, coordination regarding the filing of legal remedies or appeals is not possible, the Tax Advisor shall, in case of doubt, be entitled to take actions necessary to comply with statutory deadlines.

2. Duty of Confidentiality

1. In accordance with statutory provisions, the Tax Advisor is obliged to maintain confidentiality with respect to all facts that become known in connection with the performance of the engagement, unless the Client releases the Tax Advisor from this obligation. The duty of confidentiality shall continue to apply after termination of the contractual relationship. The same duty of confidentiality applies to the employees of the Tax Advisor.
2. The duty of confidentiality shall not apply insofar as disclosure is necessary to safeguard the legitimate interests of the Tax Advisor. In this respect, the Tax Advisor shall also be released from the duty of confidentiality to the extent required under the terms of the professional liability insurance to provide information and cooperation.
3. Statutory rights to refuse to provide information or testimony, in particular pursuant to Section 102 of the German Fiscal Code (AO), Section 53 of the German Code of Criminal Procedure (StPO) and Section 383 of the German Code of Civil Procedure (ZPO), shall remain unaffected.
4. The Tax Advisor shall be released from the duty of confidentiality insofar as this is necessary for the appointment of a general representative (Section 69 StBerG) or for the conduct of a certification audit in the Tax Advisor’s firm, provided that the persons involved have been duly informed of their duty of confidentiality. The Client agrees that the general representative or the certifier/auditor may inspect the working files created and maintained by the Tax Advisor.

3. Involvement of Third Parties

The Tax Advisor is entitled to involve employees and, subject to the requirements of Section 62a StBerG, external service providers (in particular data processing companies) in the performance of the engagement. The involvement of professionally qualified third parties in the processing of the mandate (e.g. other tax advisors, auditors or attorneys-at-law) requires the consent and a separate engagement by the Client. The Tax Advisor is neither entitled nor obliged to involve such third parties without the Client’s instruction.

4. Electronic Communication, Data Protection

1. The Tax Advisor is entitled to collect personal data of the Client by automated means within the scope of the engagement and to process such data in automated files or to transmit them to a service data processing centre for further processing of the engagement.
2. In order to fulfil obligations under the GDPR and the German Federal Data Protection Act, the Tax Advisor is entitled to appoint a data protection officer. If such data protection officer is not already subject to the duty of confidentiality, the Tax Advisor shall ensure that the data protection officer undertakes to maintain data confidentiality upon commencement of their duties.
3. The Client is hereby informed that the use of electronic means of communication (e.g. email) may involve risks to the confidentiality of communications. Being aware of these risks, the Client consents to the use of electronic communication by the Tax Advisor.

5. Rectification of Defects

1. In the event of defects, the Tax Advisor shall be given the opportunity to remedy them.
2. Obvious inaccuracies (e.g. typographical or calculation errors) may be corrected by the Tax Advisor at any time, including vis-à-vis third parties. Other defects may be corrected vis-à-vis third parties only with the Client’s consent. Such consent shall not be required if the legitimate interests of the Tax Advisor prevail over those of the Client.

6. Liability

1. Claims by the Client for compensation for damage caused by negligence within the contractual relationship with the Tax Advisor shall be limited to EUR 1,000,000.00 (in words: one million euros). This limitation of liability applies solely to cases of negligence. Liability for intent shall remain unaffected. Claims for damages arising from injury to life, body or health are excluded from the limitation of liability. The limitation of liability applies to the entire activity of the Tax Advisor for the Client, including any extension of the scope of the engagement; no renewed agreement on the limitation of liability is required in such cases. The limitation of liability also applies vis-à-vis third parties who fall within the protective scope of the contractual relationship; Section 334 of the German Civil Code (BGB) shall expressly not be waived. Individual contractual agreements on limitation of liability shall take precedence over this provision but shall not affect its validity unless expressly agreed otherwise.
2. The limitation of liability shall apply retroactively from the beginning of the mandate or from the date of an increase in insurance coverage, provided that appropriate insurance coverage exists, and shall also extend to cases where the scope of the engagement is subsequently modified or expanded.
3. The provision of oral advice does not constitute a principal contractual obligation of the Tax Advisor. Oral advice involves risks, in particular incomplete presentation of the relevant facts and misunderstandings between the Tax Advisor and the Client. Therefore, it is agreed that the Tax Advisor shall only be liable for advice provided in text form, and that liability for negligently incorrect oral advice provided by the Tax Advisor or its employees is excluded.
4. Claims for damages by the Client, with the exception of claims arising from injury to life, body or health, shall become time-barred 18 months from the end of the year in which the Client became aware or, through gross negligence, should have become aware of the claim, but no later than five years from the end of the year in which the claim arose. The earlier of these limitation periods shall apply.

7. Obligations of the Client; Failure to Cooperate and Default of Acceptance

1. The Client is obliged to cooperate to the extent necessary for the proper performance of the engagement. In particular, the Client shall provide the Tax Advisor, without being requested, with all documents required for the performance of the engagement, completely and in a timely manner, so that the Tax Advisor has sufficient time for processing. The same applies to the provision of information regarding all matters and circumstances that may be relevant to the performance of the engagement. The Client is obliged to take note of all communications from the Tax Advisor and to seek clarification in case of doubt.
2. The Client shall refrain from any actions that could impair the independence of the Tax Advisor or its vicarious agents.
3. The Client undertakes to disclose work results of the Tax Advisor to third parties only with the Tax Advisor’s consent, unless the engagement itself already implies consent for disclosure to a specific third party.
4. If the Tax Advisor installs data processing programs at the Client’s premises, the Client shall comply with the Tax Advisor’s instructions regarding installation and use of such programs. The Client is entitled to use the programs only to the extent prescribed by the Tax Advisor and is not entitled to distribute them. The Tax Advisor shall remain the holder of the rights of use. The Client shall refrain from any actions that could interfere with the Tax Advisor’s exercise of its rights of use in the programs.
5. If the Client fails to cooperate as required under items 1 to 4 of this section or otherwise, or if the Client is in default of acceptance of the services offered by the Tax Advisor, the Tax Advisor shall be entitled to terminate the contract with immediate effect. The Tax Advisor’s right to compensation for additional expenses incurred and damages caused by the Client’s default or failure to cooperate shall remain unaffected, even if the Tax Advisor does not exercise the right of termination.

8. Copyright Protection

The services of the Tax Advisor constitute intellectual property and are protected by copyright law. Disclosure of work results beyond their intended use is permitted only with the prior consent of the Tax Advisor in text form.

9. Remuneration, Advance Payments and Set-Off

1. The remuneration (fees and reimbursement of expenses) of the Tax Advisor for professional activities pursuant to Section 33 StBerG shall be determined in accordance with the StBVV. A remuneration higher or lower than the statutory fees may be agreed in text form. An agreement on lower remuneration is permissible only in out-of-court matters and must be proportionate to the service provided, the responsibility assumed and the liability risk of the Tax Advisor.
2. For activities not regulated by the StBVV (e.g. Section 57 para. 3 nos. 2 and 3 StBerG), the agreed remuneration shall apply; otherwise, the statutory remuneration provided for such activities, or, failing that, the customary remuneration (Sections 612 para. 2 and 632 para. 2 BGB).
3. Set-off against claims for remuneration of the Tax Advisor shall be permitted only with undisputed or legally established claims. Any claims by the Client for reimbursement of remuneration paid shall become time-barred 18 months from the end of the year following receipt of the invoice by the Client.
4. The Tax Advisor may demand an advance payment for fees and expenses already incurred or expected to be incurred. If the requested advance payment is not made, the Tax Advisor may, after prior notice, suspend further services for the Client until payment is received. The Client shall be informed in due time if suspension of services may result in disadvantages for the Client. The Tax Advisor is entitled to offset advance payments against all due claims arising from the contractual relationship, irrespective of the activity for which the advance payment was requested.
5. The Client shall be in default if payment is not made within 14 days from the invoice date.

10. Termination of the Engagement

1. The engagement shall end upon completion of the agreed services, expiry of the agreed term or termination. The engagement shall not end upon the death of the Client, the occurrence of legal incapacity of the Client, or, in the case of a company, its dissolution.
2. If and insofar as the engagement constitutes a service contract within the meaning of Sections 611 and 675 BGB, it may be terminated extraordinarily by either party, unless it constitutes a service contract with fixed remuneration pursuant to Section 627 para. 1 BGB. Termination must be effected in text form. Any deviations require a separate agreement between the Tax Advisor and the Client.
3. Upon termination of the engagement, the Client shall immediately return or delete all data processing programs used in connection with the engagement, including any copies made, as well as any related program documentation.
4. After termination of the engagement, documents must be collected from the Tax Advisor.
5. If the engagement ends before its complete performance, the Tax Advisor’s claim for remuneration shall be governed by the statutory provisions, in particular Section 12 para. 4 StBVV. Any deviations require a separate agreement in text form.

11. Right of Retention with Respect to Work Results and Documents

1. The Tax Advisor may make and retain copies or photocopies of documents returned to the Client or retain them in electronic form.
2. The Tax Advisor may refuse to release documents until its claims for fees and expenses have been satisfied (Section 66 para. 3 StBerG). With respect to work results, a contractual right of retention is deemed agreed.

12. Jurisdiction, Place of Performance, Information pursuant to VSBG

1. German law shall apply exclusively to the engagement, its performance and any claims arising therefrom. The place of performance and jurisdiction shall be the professional office of the Tax Advisor if the Client is a merchant, a legal entity under public law or a special public-law fund. This shall also apply if the Client relocates its domicile or habitual residence abroad after conclusion of the engagement or if the domicile or habitual residence is unknown at the time legal action is initiated.
2. The Tax Advisor is not willing to participate in dispute resolution proceedings before a consumer arbitration board (Sections 36, 37 of the German Consumer Dispute Resolution Act – VSBG).

13. Validity in the Event of Partial Invalidity

Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.