General Terms and Conditions
As of: 01.07.2017
(1) The following “General Terms and Conditions” apply to contracts between Meyer & Partner Steuerberater Rechtsanwälte Partnerschaftsgesellschaft mbB (hereinafter referred to as “MeyerPartner”) and its clients, unless expressly agreed to in writing or as prescribed by law.
(2) Third parties may derive claims from this contract between MeyerPartner and the client only if it has been expressly agreed to in writing or is based on mandatory legal regulations. With regard to such claims, these general terms and conditions also apply to the aforementioned third parties.
2. RANGE AND IMPLEMENTATION OF ASSIGNMENTS
(1) The scope of the services to be provided by MeyerPartner shall be determined by the requested assignment. Legal advice in addition to tax advice shall only be given if expressly agreed to in writing by both parties.
(2) Assignments shall be executed in accordance with all applicable professional standards and practices.
(3) Consideration of the application of foreign law requires express agreement in writing.
(4) If there are material or legal changes after submission of the final professional statement, then MeyerPartner is not obliged to inform the client of any changes or consequences resulting thereof.
(5) MeyerPartner will use and regard all facts and, in particular, figures, as stated by the client, as correct. If inaccuracies are found, MeyerPartner will point them out. In addition, MeyerPartner is under no obligation to check the tax or legal relevance of facts that have become known to MeyerPartner or to advise the client without a specific order to do so.
(6) The examination for correctness, completeness, and regularity of provided documents and figures, in particular the bookkeeping and balance sheet, is only part of this order if agreed to in writing.
(7) This agreement does not constitute a power of attorney for representation before authorities, courts, and other bodies. This shall be issued separately. If, due to the unavailability of the client, it is not possible to coordinate with the client regarding the filing of legal remedies or appeals, MeyerPartner shall be entitled and obliged to act within the prescribed time limit.
3. DUTY OF CONFIDENTIALITY
(1) MeyerPartner is required by law to maintain confidentiality with regard to all facts and information obtained in connection with the execution of this order, unless the client agrees in writing to release MeyerPartner from this obligation. This duty of confidentiality continues to exist even after termination of the contractual relationship.
(2) The duty of confidentiality applies equally to vicarious agents of MeyerPartner.
(3) The duty of confidentiality does not exist if disclosure is necessary to safeguard legitimate interests of MeyerPartner. MeyerPartner is also exempt from the duty of confidentiality insofar as there exists an obligation to provide information in cooperation with their professional liability insurance companies.
(4) Statutory rights to information and refusals to give evidence pursuant to § 102 Taxation Regulation (AO), § 53 Criminal Procedure Code (StPO), and § 383 Criminal Procedure Code (ZPO) remain unaffected.
(5) MeyerPartner shall only supply reports, expert opinions, and other written statements on the results of its activities to third parties with the consent of the client.
(6) MeyerPartner shall be released form the duty of confidentiality when necessary for carrying out a certification audit and the persons involved have themselves been informed of their duty of confidentiality. The client agrees that the certifier/auditor may inspect their file created and maintained by MeyerPartner.
4. THIRD PARTY PARTICIPATION
(1) MeyerPartner shall be entitled to use vicarious agents, expert third parties, and data processing companies to carry out this order.
(2) MeyerPartner shall ensure that all third parties and data processing companies are in compliance with Para. 3, Sent. 1.
(3) MeyerPartner shall not be, under any circumstances, liable for the services of third parties. Third parties are not vicarious agents for purposes of liability law.
(4) If MeyerPartner recommends a third party by name, MeyerPartner shall only be liable for the proper selection of a party.
(5) MeyerPartner shall be entitled to appoint general representatives (§ 69 Tax Consultant Law [StBerG]; § 53 Federal Lawyers Act [BRAO]) as well as experienced fiduciaries (§ 71 StBerG) to inspect reference files pursuant to § 66 Para. 2 StBerG / § 50 BRAO.
5. ELECTRONIC COMMUNICATION, DATA PROTECTION
(1) MeyerPartner may automatically collect personal data of the client and its employees within the scope of the orders placed, and may process this data in an automated file or transfer them to a service computer center for further order data processing.
(2) MeyerPartner is entitled to appoint a data protection office in compliance with its obligations under the Federal Data Protection Act. If this data protection officer is not already subject the duty of confidentiality pursuant to Num. 3, Para. 1, Sent. 3, the tax consultant shall ensure that the data protection officer maintains data secrecy upon commencement of his work.
(3) Insofar as the client informs MeyerPartner of a fax number or email address, the client agrees to having MeyerPartner send them client related information without restriction regarding such contact information until revoked or expressly instructed otherwise. The client warrants that only they or persons appointed by them have access to receive/transmit via the email account and that they regularly check for incoming messages. The client shall inform MeyerPartner if there are restrictions, such as the receipt/transmission of the email account is checked irregularly for incoming messages, or if messages are to be sent after prior notification. MeyerPartner accepts no liability for the security of date and information transmitted via unencrypted emails and is not liable for any damages incurred by the client as a result. Insofar as the client possesses the technical prerequisites for the use of signature and encryption procedures and wishes to use them, they shall inform MeyerPartner within a reasonable time. The client shall bear any associated costs for MeyerPartner (e.g. for the acquisition and installation of necessary software and/or hardware).
(1) The client is entitled to have any defects remedied. MeyerPartner has the opportunity to remedy the defect. The client has the right – if and to the extent that the mandate is a service contract pursuant to §§ 611, 675 BGB (German Civil Code) to refuse the remedy made by MeyerPartner if the mandate is terminated by the client and the defect is discovered only after effective termination of the mandate.
(2) If MeyerPartner does not remedy the asserted defects within a reasonable period of time or if MeyerPartner refuses to remedy the defects, the client may have the defects remedied by another tax consultant or attorney, or at their option demand a reduction in compensation or cancellation of the contract.
(3) Obvious inaccuracies (e.g. typographical errors, calculation errors) may be corrected by MeyerPartner at any time for third parties. Other defects may be corrected by MeyerPartner for third parties with the consent of the client. Consent is not required if the legitimate interests of MeyerPartner take precedence over the interests of the client.
(1) MeyerPartner is liable for its own faults and the faults of its vicarious agents. MeyerPartner is not liable for the faults of competent third parties commissioned by the client in their own name.
(2) Claims for damages caused due to negligence against MeyerPartner as referred to in Para. 1 are limited to €2,500,000 (two million five hundred thousand). The liability for intent remains unaffected.
(3) Insofar as individual cases will deviate from this, in particular liability is to be limited to an amount less than the amount stated in Para. 2, a written agreement is required which must be drawn up separately and handed over to the client together with these General Terms and Conditions upon conclusion of the contract.
(4) Third party liability to MeyerPartner shall only exist pursuant to Para. 1-3, given these are included in the scope of protection of the contract. This is not the case if MeyerPartner’s work results (comments, reports, opinions, etc.) related to this contract are disclosed without the written consent of MeyerPartner (see Para. 8, Sent. 3) because the consent of MeyerPartner for the transfer already results from the order.
(5) Claims of liability for damage resulting from injury to life, body, or health are excluded from the limitation of liability.
(6) Insofar as a claim for damages on the part of the client is not subject to a shorter statute of limitations by law, the statute of limitations shall be three years from the date on which the claim arose.
8. CLIENT OBLIGATIONS
(1) The client shall cooperate insofar as it is necessary for the proper execution of work assignments. In particular, the client shall hand over to MeyerPartner, without being asked, all documents necessary for the execution of the assignment in full and in a timely manner such that MeyerPartner may reasonably process said documents. This also applies to information on all transactions and circumstances which may be of significance for the execution of the assignment. The client shall also take note of all communications from MeyerPartner, both written and oral, and to consult with MeyerPartner in case of doubt.
(2) The client shall refrain from any activities which may impair the independence of MeyerPartner or its vicarious agents.
(3) The client shall only pass on work product of MeyerPartner with the written consent of MeyerPartner, insofar as the assignment already gives consent for the client to do so to a specific third party.
(4) If MeyerPartner uses data processing software at the clients’ premises, the client is obligated to comply with the instructions of MeyerPartner regarding the installation and application of the software. Furthermore, the client is obligated to use the programs only to the extent prescribed by MeyerPartner, and may only use them to the extent permitted by MeyerPartner. The client may not distribute the software. MeyerPartner retains all usage rights. The client must refrain from doing anything which would prevent MeyerPartner from exercising the rights of use to the software.
9. COPYRIGHT PROTECTION
The services of MeyerPartner represent their intellectual property. They are protected by copyright. Any dissemination of work product results outside their intended use is permitted only with the prior written consent of MeyerPartner.
10. FAILURE TO COOPERATE AND DELAY IN ACCEPTANCE ON THE PART OF THE CLIENT
If the client fails to cooperate with MeyerPartner in accordance with Para. 8, or is in default of acceptance of the services offered by MeyerPartner, MeyerPartner shall be entitled to set a reasonable deadline by which MeyerPartner refuses to continue the contract. After the deadline passes, MeyerPartner may terminate the contract without notice (see Num. 13, Para. 3). MeyerPartner retains the right to compensation for any damages or additional expenses incurred as a result of the client’s delay or failure to cooperate, even if MeyerPartner does not exercise its right of termination.
11. CALCULATION OF COMPENSATION
(1) Compensation (fees and reimbursement of expenses) due to MeyerPartner for their professional services in accordance with § 33 StBerG, specifically § 1 RBerG is determined in accordance with the Tax Consultant Compensation Ordinance (StBVV) and the Law on Compensation for Attorneys at Law (RVG). Only § 9 Para. 1, Sent. 1 StBVV as well as § 10 Para. 1, Sent. 1 RVG do not apply insofar as a personal signature required in § 9 Para. 1, Sent. 1 StBVV as well as § 10 Para. 1, Sent. 1 RVG is not required for the calculation. In this respect, the client waives the personal signature required by § 9(1) Sent. 1 StBVV and § 10, Para. 1, Sent. 1 RVG; a qualified electronic signature in accordance with § 126a BGB is therefore also not required. Fee invoices can be sent electronically. A higher or lower compensation than the statutory compensation may be agreed to in writing. The hourly rates of MeyerPartner are agreed upon above the maximum amount of the StBVV and RVG. The agreement of lower compensation is only permissible in extrajudicial matters. It must be commensurate with MeyerPartner’s performance, responsibility, and liability risk.
(2) For activities which are not regulated by the Compensation Ordinance (e.g. § 57 Para. 3, Num.. 2 und 3 StBerG), the agreed upon compensation shall apply, otherwise the statutory compensation intended for this activity shall apply, otherwise the usual compensation shall apply (§§ 612 Para. 2 and 632 Para. 2 BGB).
(3) A set off against a claim for compensation by MeyerPartner is only permissible with undisputed or legally established claims.
(1) MeyerPartner may demand an advance payment for fees and expenses already and/or likely to be incurred.
(2) If the requested advance payment is not received, MeyerPartner may, after prior notice, cease work on behalf of the client until the advance payment is received. MeyerPartner is obliged to inform the client in a timely manner of their intention to cease work if the client may suffer disadvantages as a result of work being ceased.
13. TERMINATION OF CONTRACT
(1) The contract ends upon fulfillment of the agreed upon services, expiration of the agreed term, or termination. The contract does not end with death, the inability of the client to fulfill the contract, or, in the case of a company, with its dissolution.
(2) The contract may – if it constitutes a service contract within the meaning of §§ 611 and 675 BGB – be terminated by each contractual partner in an extraordinary manner in accordance with § 626 et seq., unless it is a service contract with fixed compensation, § 627 Para. 1 BGB. Notice of termination must be in written form. Deviations may be made on an individual basis and must be in writing, which must be drawn up separately and given to the client together with these General Terms and Conditions of contract when the contract is concluded.
(3) In the event of termination of the contract on the part of MeyerPartner, in order to avoid any loss of rights on the part of the client, those actions must always be carried out which are reasonable and cannot be postponed (e.g. application for an extension of the deadline in the event of impending expiration of the deadline). MeyerPartner is also liable for these actions according to Num. 7.
(4) MeyerPartner is obliged to give the client anything MeyerPartner has receives or has received for the execution of the order and which MeyerPartner obtains from its agency services. MeyerPartner is also obliged to provide the client with all necessary information, to provide information on the status of the matter upon request and to render an accounting.
(5) Upon termination of the contract, the client shall immediately return to MeyerPartner any data processing programs used to execute the work order, including any copies made, as well as other program documents, or delete them from all computers and hard drives. Upon termination of the contract by MeyerPartner, however, the client may withhold the programs for a period of time to be agreed upon, as far as this is absolutely necessary to avoid any possible legal disadvantages.
(6) After termination of the contract, all documents are to be collected from MeyerPartner.
14. ENTITLEMENT TO COMPENSATION IN THE EVENT OF PREMATURE TERMINATION OF THE CONTRACT
If an order ends before it has been completed, MeyerPartner’s claim to compensation shall be governed by the law. If deviations are to be made in individual cases, an agreement in writing is required, which shall be drawn up separately and handed over to the client together with these General Terms and Conditions of Contract when the contract is concluded.
15. STORAGE, SURRENDER, AND RIGHT OF RETENTION OF WORK RESULTS AND DOCUMENTS
(1) MeyerPartner shall keep a reference file for a period of ten years after completion of the order. However, this obligation shall expire before the end of this period if MeyerPartner has requested in writing that the client accept the reference files, and the client has not complied within six months after receiving the request.
(2) Reference files within the meaning of this section include all documents MeyerPartner has received from or on behalf of the client in connection with its professional activities. This does not, however, apply to correspondence (via post, fax, or electronic means) between MeyerPartner and its clients and to documents which they have already received in original or copy, or to working papers prepared for internal purposes.
(3) MeyerPartner shall return the reference files to the client within a reasonable period upon request by the client, at the latest by completion of the order. MeyerPartner may make and retain copies or photocopies of documents which it returns to the client.
(4) MeyerPartner may refuse to publish the results of its work and the reference files until MeyerPartner is satisfied with its fees and expenses. This does not apply if the withholding of reference files and other individual documents would be inappropriate under the circumstances.
16. APPLICABLE LAW AND PLACE OF PERFORMANCE
(1) Only German law applies to the order, its execution, and any claims resulting therefrom.
(2) Place of performance is Berlin, unless otherwise agreed upon.
17. EFFECTIVENESS IN THE EVENT OF PARTIAL INVALIDITY (SEVERENCE CLAUSE)
In the case of individual provisions of these terms and conditions being or becoming invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one which comes as close as possible to the intended objective.
18. NOTICE PURSUANT TO §§ 36, 37 VSBG
MeyerPartner is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body.
19. NOTICE REGARDING SEPA
Pre notification in the form of an invoice is sent at least seven days before the agreed SEPA Direct Debit is charged.