The following "General Terms and Conditions of Contract" apply to contracts between "3S.tax Seliger Spieckermann Steuerberatung PartG mbB Steuerberater" (hereinafter referred to as "Tax Consultant" or "3S") and its clients, unless otherwise expressly agreed in writing or prescribed by law.
1. scope and execution of the order
(1) The scope of the services to be provided by the Tax Advisor shall be determined by the order placed. The assignment shall be carried out in accordance with the principles of proper professional practice and in compliance with the relevant professional standards and professional obligations (StBerG, BOStB).
(2) The Tax Advisor shall be provided with the required documents and clarifications in full. The audit of the accuracy, completeness and correctness of the documents and figures provided, in particular the bookkeeping and balance sheet, shall only form part of the engagement if this has been agreed in writing. The Tax Advisor shall take the facts stated by the client, in particular the figures, as correct. If he discovers any obvious inaccuracies, he shall be obliged to point them out.
(3) The mandate does not constitute a power of attorney for representation before authorities, courts and other bodies. It must be issued separately. If, due to the absence of the client, it is not possible to coordinate with the client on the lodging of legal remedies or appeals, the Tax Advisor shall be entitled and obliged to take action to meet deadlines in cases of doubt.
2. duty of confidentiality
(1) In accordance with the law, the Tax Advisor is obliged to maintain confidentiality about all facts that come to his knowledge in connection with the performance of the assignment, unless the client releases him from this obligation in writing. The duty of confidentiality shall continue to apply even after termination of the contractual relationship. The duty of confidentiality shall also apply to the same extent to the Tax Advisor's employees who were informed of the duty of confidentiality by the Tax Advisor at the beginning of the work.
(2) The duty of confidentiality does not apply if disclosure is necessary to protect the Tax Advisor's legitimate interests. The Tax Advisor is also released from the duty of confidentiality to the extent that he is obliged to provide information and cooperation in accordance with the insurance conditions of his professional liability insurance.
(3) Statutory rights to information and the right to refuse to testify pursuant to § 102 AO, § 53 StPO, § 383 ZPO remain unaffected.
(4) The Tax Advisor shall be entitled to collect personal data of the client and its employees within the scope of the orders placed and to process them in an automated file or to transfer them to a service computer center for further order data processing.
(5) The Tax Advisor may only hand over reports, expert opinions and other written statements on the results of his work to third parties with the consent of the client. Beyond this, there is no duty of confidentiality insofar as this is necessary for the performance of a certification audit in the Tax Advisor's office and the persons working in this respect have been instructed about their duty of confidentiality. The client agrees that the certifier/auditor may inspect the manual files filed and maintained by the Tax Advisor.
(6) The Tax Advisor shall observe the confidentiality obligation when sending or transmitting documents, records, work results, etc. on paper or in electronic form. For his part, the client shall ensure that he, as the recipient, also observes all security measures to ensure that the papers or files sent to him are only received by the competent authorities. This also applies in particular to fax and e-mail correspondence. Appropriate technical and organizational measures must be taken to protect the documents and files provided. If special precautions have to be taken that go beyond the normal measures, a corresponding written agreement must be made on the observance of additional security-relevant measures, in particular whether encryption must be used in e-mail traffic.
3. involvement of third parties
(1) The Tax Advisor is entitled to involve employees, expert third parties and data processing companies in the execution of the assignment. When engaging expert third parties and data processing companies, the Tax Advisor shall ensure that they undertake to maintain confidentiality in accordance with No. 2 (1).
(2) The Tax Advisor is entitled to provide general representatives (§ 69 StBerG) and practice trustees (§ 71 StBerG) with access to the files within the meaning of § 66 para. 2 StBerG in the event of their appointment.
(3) The Tax Advisor is entitled to appoint a data protection officer in order to fulfill his obligations under the Federal Data Protection Act. Insofar as the data protection officer is not already subject to a duty of confidentiality pursuant to No. 2 (1) sentence 3, the Tax Advisor shall ensure that the data protection officer undertakes to maintain data secrecy upon taking up his duties.
4. rectification of defects
(1) The client is entitled to rectification of any defects. The Tax Advisor must be given the opportunity to rectify the defect. The client has the right - if and insofar as the engagement is a service contract within the meaning of §§ 611, 675 BGB - to refuse rectification by the Tax Advisor if the engagement is terminated by the client and the defect is only discovered by another Tax Advisor after the effective termination of the engagement.
(2) If the Tax Advisor does not remedy the defects claimed within a reasonable period of time or refuses to remedy the defects, the client may have the defects remedied by another Tax Advisor at the Tax Advisor's expense or, at his discretion, demand a reduction in remuneration or rescission of the contract.
(3) Obvious inaccuracies (e.g. typing errors, calculation errors) may be corrected by the Tax Advisor at any time, including to third parties. The Tax Advisor may correct other errors vis-à-vis third parties with the consent of the client. Consent is not required if the Tax Advisor's legitimate interests take precedence over the client's interests.
5. liability
(1) The Tax Advisor shall be liable for his own negligence and that of his vicarious agents.
(2) The client's claim against the Tax Advisor for compensation for damage caused by negligence in accordance with paragraph 1 shall be limited to €1,000,000.00 (in words: one-zero-zero-zero-zero-zero-zero-zero €).
(3) Insofar as this is deviated from in individual cases, in particular if the liability is to be limited to an amount lower than that stated in paragraph 2, a written agreement is required, which is to be drawn up separately and handed over to the client together with these General Terms and Conditions of Contract upon conclusion of the contract.
(4) Insofar as a claim for damages of the client is not subject to a shorter limitation period by law, it shall become statute-barred a) three years from the time at which the claim arose and the client became aware of the circumstances giving rise to the claim and the person of the debtor or should have become aware of them without gross negligence, b) irrespective of knowledge or grossly negligent ignorance, five years after the claim arose and c) irrespective of its origin and knowledge or grossly negligent ignorance, ten years after the commission of the act, the breach of duty or the other event giving rise to the damage. The period ending earlier shall be decisive.
(5) The provisions set out in paragraphs 1 to 4 shall also apply to persons other than the client insofar as, in exceptional cases, contractual or non-contractual relationships have also been established between the Tax Advisor and these persons.
(6) Excluded from the limitations of liability are liability claims for damages resulting from injury to life, limb or health.
6. obligations of the client; failure to cooperate and default of acceptance by the client
(1) The client is obliged to cooperate insofar as this is necessary for the proper completion of the assignment. In particular, the client must provide the Tax Advisor, without being requested to do so, with all documents necessary for the execution of the engagement in full and in good time to allow the Tax Advisor a reasonable period of time to complete the engagement. The same applies to information about all processes and circumstances that may be of significance for the execution of the engagement. The client is obliged to take note of all written and verbal communications from the Tax Advisor and to consult the Tax Advisor in case of doubt.
(2) The client shall refrain from doing anything that could impair the independence of the tax adviser or his vicarious agents.
(3) The client undertakes to pass on the results of the tax adviser's work only with the written consent of the tax adviser, unless the content of the engagement already provides consent to pass them on to a specific third party.
(4) If the Tax Advisor uses data processing programs on the Client's premises, the Client shall be obliged to comply with the Tax Advisor's instructions regarding the installation and use of the programs. Furthermore, the client shall be obliged and entitled to reproduce the programs only to the extent prescribed by the Tax Advisor. The client may not distribute the programs. The Tax Advisor shall remain the owner of the rights of use. The client shall refrain from doing anything that would prevent the Tax Advisor from exercising the rights of use to the programs.
(5) If the client fails to cooperate in accordance with No. 6 (1) to (4) or otherwise, or if he is in default of acceptance of the service offered by the Tax Advisor, the Tax Advisor is entitled to set a reasonable deadline with the declaration that he will refuse to continue the contract after the deadline has expired. After unsuccessful expiry of the deadline, the Tax Advisor may terminate the contract without notice (see No. 8 Para. 3). This does not affect the Tax Advisor's claim to compensation for the additional expenses incurred as a result of the delay or the client's failure to cooperate, or for the damage caused, even if the Tax Advisor does not make use of the right of termination.
7. assessment of remuneration, advance payment
(1) The remuneration (fees and reimbursement of expenses) of the Tax Advisor for his professional activities in accordance with § 33 StBerG shall be calculated in accordance with the Remuneration Ordinance for Tax Advisors, Tax Agents and Tax Advisory Companies, unless a higher remuneration has been agreed in accordance with § 4 StBVV. If there is no agreement in accordance with Section 4 StBVV, at least the average fee is due for assignments with an object value and the maximum fee is due for assignments based on time spent.
(2) For activities that are not regulated in the Remuneration Ordinance (e.g. Section 57 (3) Nos. 2 and 3 StBerG), the agreed remuneration shall apply, otherwise the statutory remuneration provided for this activity, otherwise the usual remuneration (Section 612 (2) and Section 632 (2) BGB).
(3) Offsetting against a claim for remuneration by the tax adviser is only permitted with undisputed or legally established claims.
(4) The Tax Advisor may demand an advance payment for fees and expenses already incurred and those likely to be incurred. If the advance payment demanded is not paid, the Tax Advisor may, after giving prior notice, cease further work for the client until the advance payment is received. The Tax Advisor is obliged to inform the client in good time of his intention to cease work if the client may suffer disadvantages as a result of the cessation of work.
8. termination of the contract
(1) The contract shall end upon fulfillment of the agreed services, upon expiry of the agreed term or upon termination. The contract shall not end upon the death or legal incapacity of the client or, in the case of a company, upon its dissolution.
(2) The contract may - if and insofar as it constitutes a service contract within the meaning of §§ 611, 675 BGB - be terminated extraordinarily by either contracting party in accordance with § 627 BGB; the termination must be made in writing. Insofar as this is to be deviated from in individual cases, a written agreement is required, which is to be drawn up separately and handed over to the client.
(3) In the event of termination of the contract by the Tax Advisor, in order to avoid any loss of rights on the part of the client, those actions which are reasonable and cannot be postponed (e.g. application for an extension of the deadline in the event of imminent expiry of the deadline) must in any case still be taken. The Tax Advisor is also liable for these actions in accordance with No. 5.
(4) The Tax Advisor is obliged to hand over to the client everything he receives or has received for the execution of the assignment and everything he obtains from the business relationship. In addition, the Tax Advisor is obliged to provide the client with the necessary information, to provide information on the status of the matter upon request and to render an account.
(5) Upon termination of the contract, the client must immediately return to the Tax Advisor the data processing programs used by him to carry out the assignment, including copies made, as well as other program documents, or delete them from the hard drive.
(6) After termination of the client relationship, the documents must be collected from the Tax Advisor.
9. entitlement to remuneration in the event of premature termination of the contract
If the engagement ends before it is fully executed, the tax adviser's entitlement to remuneration shall be based on the law. If this is to be deviated from in individual cases, a written agreement shall be required, which shall be drawn up separately and handed over to the client.
10. retention, surrender and right of retention of work results and documents
(1) The Tax Advisor must retain the reference files for a period of ten years after completion of the assignment. However, this obligation shall expire before the end of this period if the Tax Advisor has requested the client in writing to take receipt of the files and the client has not complied with this request within six months of receiving them.
(2) The reference files within the meaning of this provision include all documents which the Tax Advisor has received from or on behalf of the client in the course of his professional activity. However, this shall not apply to correspondence between the Tax Advisor and his client and to documents which the latter has already received in original or copy form, or to working papers prepared for internal purposes.
(3) At the request of the client, at the latest after completion of the assignment, the Tax Advisor shall return the files to the client within a reasonable period of time. The Tax Advisor may make and retain copies or photocopies of documents which he returns to the client.
(4) The Tax Advisor may refuse to hand over the results of his work and the files until he has been paid his fees and expenses. This shall not apply if the retention would be contrary to good faith under the circumstances, in particular due to the relative insignificance of the amounts owed. The client shall be entitled to withhold a reasonable part of the remuneration until defects asserted by the client in good time have been remedied.
11. applicable law and place of performance
(1) Only German law shall apply to the order, its execution and the claims arising therefrom.
(2) The place of performance shall be the place of residence of the client if he is not a merchant within the meaning of the German Commercial Code (HGB), otherwise the registered office of the tax consultant.
12. validity in the event of partial invalidity; amendments and supplements
(1) If individual provisions of these Terms and Conditions of Contract are or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose.
(2) Amendments and supplements to these Terms and Conditions of Contract must be made in writing.
