der Tomik+Partner mbB Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft
1. General Terms of Engagement (The English translation of the German General Terms of Engagement serves only for information and is not authoritative)Stand 01.02.2017 of Tomik+Partner mbB Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft 1. These General Terms of Engagement are applicable for all contracts between Tomik+Partner mbB WPG StBG (herein after referred to as „Partnership“) and the respective Client, insofar as no deviating written agreement has explicitly been made or is required indispensably by law. Engagements are between the Partnership and the Client and not between the Client and individual partners and/or members of staff. Insofar as according to an agreement the contract is concluded with individual or several partners these terms are applicable with regard to each respective partner.
2. Liabilities resulting from indemnification claims due to defective exercise of the occupation are covered solely by the assets of the Partnership. For Audits required by law the liability restriction according to Sec. 323 Para 2 HGB (German Commercial Code) is applicable. In all other cases the liability of the partnership for indemnification claims of all types resulting from a negligently caused damage in “one specific case”, except for damage to life, body or health, is restricted to 4 Mio. EUR, insofar as permissible by law. The restriction of liability is also applicable, if the liability is established towards a Third Party other than the Client. A damage in „one specific case” in the sense of this section also includes “one coherentdamage” resulting from multiple actions. “One coherent damage“ comprises all consequences of one neglect of duty regardless of the year or years in which the damage occurs. Multiple actions or omissions based on one or one common-mode source of error are regarded as one consistent neglect of duty, if the matters are legally or businesswise connected. The overall liability of the Partnership towards multiple Clients and/or multiple claimants is restricted 5 Mio. EUR.
3. A damage can only be brought forward against the Partnership within a preclusion period of 1 year after the claimant has taken notice of the damage and the claim causing incident, at the latest within 5 years after the claim causing incident. The claim ceases to exist if not the claim is brought to court within 6 months after a written rejection of claim and if the Client is informed about this consequence. The right to plea for the statute of limitations remains untouched.
4. The Client is hereby informed about the option of a single item insurance policy. If in his opinion the liability cap in section 2 does not cover the risks adequately, the Partnership will on request conclude a single item insurance policy, if the Client agrees to carry the respective surplus expenses.
5. The Partnership is not liable for information or statements given via phone or otherwise orally.
6. The Partnership gives legal advice solely with regard to tax law and connected ancillary services. The Partnership is not authorised to provide other solitary legal advice not connected to tax law. Therefore the Client is recommended to seek advice by a qualified lawyer in non-tax- related legal matters, if necessary.
7. Multiple Clients in one matter are jointly and severally liable for receivables of the Partnership. Multiple Clients in one matter are joint creditors of the Partnership. The Partnership may rely on the information and direction of each one of the joint Clients, if not one of the Clients
disagrees in writing, in which case the engagement may be terminated immediately.
8. The Partnership may receive moneys and money’s worth for the Client or Clients and settle herewith all its fee and reimbursement claims.
9. These General Terms of Engagement are not applicable, if and insofar as the Standard Terms of Engagement for Auditors and audit firms are agreed.
10. Insofar as the Client is a merchant according to the German Commercial Code (HGB), a body corporate organized under public law or a public law special fund or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Halle (Westf.). This contract shall be governed by the laws of the Federal Republic of Germany excluding its conflict of law rules.
11. These General Terms of Engagement are applicable for all current and future engagements, without further necessity of reference. The General Terms of Engagement do not refrain from observing the respective applicable Code of Professional Conduct.
12. The Client is notified that higher or lower fees than set out in the applicable law may be agreed in writing, § 4 Abs. 4 StBVV.
13. The Client agrees to keep provided written documents (for example opinions, memos, etc.) confidential and not to pass them or their substantial contents on to Third Parties, unless the Partnership has issued written agreement to do so. The Client covenants to also impose this obligation on his employees. The Client may pass provided written documents without earlier agreement of the Partnership to an expert bound by professional confidentiality, who advises the Client in the same matter, insofar as the Client has imposed on him the obligation to keep the documents confidential.
14. If the Client discloses an e-mail address to the Partnership, he agrees, that the Partnership submits client related information without restriction via e-mail. The Client knows, that e-mails may contain viruses, that other internet users may read the e-mails and that received e-mails may not be from the sender stated. The Client is informed about the option, to at least partly reduce the stated risks by using an encrypted e-mail communication. Insofar as the Client wishes to set-up an encrypted e-mail communication, an encryption code needs to be agreed with the Partnership.
15. The Partnership is authorized within the framework of the Engagement and within the applicable data privacy regulations to levy, save, process and forward the communicated private data. The Partnership may assume when corresponding that communication data providedare and remain accurate. Address changes (especially but not restricted to the fax or e-mail address) must be communicated, because otherwise misdirection and delays may occur, possibly leading to a complete loss of rights.
16. Information according to Verbraucherstreitbeilegungsgesetz (German Consumer Dispute Resolution Act): There is noobligation nor disposition to participate in any dispute resolution procedures before a consumer arbitration board.
17. If any of the provisions of these General Terms ofEngagement shall become or be held invalid or unenforceable or if an omission is detected, all other provisions hereof shall remain in full force and effect. The invalid or unenforceable provision or omission shall be deemed to be automatically amended and replaced by a valid or enforceable provisionwhich comes as close as possible to what the parties would have agreed if the parties to this contract had know of the invalidity or unenforceability. This applies especially, if a provision is invalid or unenforceable, because it deviates in dimension and degree from the legally permissible.