General Terms and Conditions of Engagement
01// Contracting party
(1) The contractual partners of the client-lawyer relationship are KUCERA Rechtsanwälte Steuerberater Notar Partnerschaft mbB, PR 1723 Amtsgericht Frankfurt am Main, Kornmarkt 1A, 60311 Frankfurt am Main (Firm) and the client, who is not a consumer within the meaning of Section 13 of the German Civil Code (BGB) (Client). Mandates are always given to the Firm, not to individual professionals of the firm.
(2) Insofar as the Firm acts on behalf of the Client in the interest of an Affiliated Company, the Affiliated Company shall be granted the right (i) to enter into the client relationship in place of the Client, assuming all rights and obligations, or (ii) to join the client relationship as a further client under the conditions agreed with the Client. The Client reserves the right to designate the Affiliated Company. The law Firm may object to the nomination. The Client shall ensure that the Affiliated Company assigns the Mandate to the law Firm under the same conditions or accepts these conditions. In return, the Affiliated Company is entitled to demand performance directly (contract for the benefit of third parties), but the right is reserved to cancel or amend this Agreement without the Affiliated Company’s consent. Affiliated Company means companies affiliated with the Client, companies under common management with the Client or companies managed by the Client or investment assets managed by the Client.
02// Subject of the mandate
(1) The subject matter of the mandate to the Firm (Mandate) results from the agreement on the granting of the Mandate (mandate agreement), these General Terms and Conditions of Mandate and the service descriptions. Unless otherwise agreed, the following General Terms and Conditions of Engagement shall apply to the client-lawyer relationship. In all other respects, the statutory provisions shall apply.
(2) The advice provided relates exclusively to the law of the Federal Republic of Germany. Insofar as the Mandate requires cross-border professional support, we shall, at the Client’s request, involve known and proven advisors from our network. If the Client so requests, the Client shall be obliged to indemnify the Firm and the instructing professional against liability for fees and expenses.
The team responsible for handling the Mandate will be determined at the beginning of the Mandate processing. The Firm will avoid unnecessary changes in the members of the team. The professional in charge of the team will involve other professionals of the Firm as necessary or appropriate for the handling of the matter.
04// Obligations of the Client
The Client shall be responsible for providing the Firm with all information relating to the Mandate and for transmitting the relevant documents and data. The Client shall inform the Firm if the Client’s contact details change or if the Client cannot be reached for a longer period of time.
(1) The parties shall conclude a separate agreement in text form on the remuneration for the services of the Firm. Unless otherwise agreed, the remuneration shall be governed by the German Lawyers’ Fees Act (RVG). The Client shall reimburse the Firm for the costs incurred in the handling of the Mandate. Value added tax at the statutory rate shall also be paid on the remuneration and expenses.
(2) If remuneration is agreed on the basis of time spent (time-based fee), the duration of all activities of a day shall be aggregated and rounded up to the full quarter of an hour for billing purposes. The Firm reserves the right to determine a different time cycle at its reasonable discretion.
(3) The Client may request a breakdown of the hourly fee according to the person working on the case, the time spent and the description of the work (statement of work). Such a statement of work shall be decisive for the settlement; the Client shall have the right to prove that it is incorrect. The Firm is not obliged to document the time spent according to daily data and times.
(4) Notwithstanding Section 34 (2) RVG, the time fee for a consultation shall not be offset against a fee for any other activity related to the consultation.
(1) Invoices shall generally be issued for the past month or another reasonable period of time. Remuneration shall be due upon receipt of the invoice and payable within agreed deadlines. Unless otherwise agreed, the payment deadline shall be one week after receipt of the invoice.
(2) The Client agrees to the sending of an electronic invoice.
(3) The Firm shall invoice its services to the Client as the recipient of the services. Insofar as the Firm is mandated by more than one person, the recipient of the invoice shall be the person designated by the Client and, in the case of section 01 paragraph 2, the Affiliated Company. The invoice shall be sent to the recipient of the service, unless the Client designates another place to receive the invoice.
(1) At the Client’s request, the parties shall agree on a limit for the expected amount of remuneration (budget). Unless expressly agreed otherwise, budgets shall only apply to the agreed subject matter of the Mandate. Any services beyond this shall be charged separately and additionally.
(2) In the event of significant changes to the framework conditions of the Mandate (scope of services or time frame), the Parties shall seek agreement on such change and the adjustment of the budget required as a result of the change.
(3) Insofar as an estimate has been made with regard to the probable remuneration for the handling of the Mandate (cost estimate), for example in order to assist the Client in internal company budgeting, a cost estimate does not constitute a binding upper limit unless this has been expressly agreed in text form.
08// Limitation of liability
(1) The Firm and the Client shall conclude a separate written agreement on the limitation of liability for pecuniary loss (Limitation of Liability).
(2) Insofar as a Limitation of Liability pursuant to paragraph 1 has not been agreed, the liability of the Firm for pecuniary loss caused by negligence shall be limited to the amount of EUR 10,000,000.00.
(3) The Firm shall only be liable for its own services. Joint and several liability with other advisors or other third parties involved in the Mandate is excluded.
(4) Liability for damages resulting from injury to life, body or health due to a negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user, as well as liability for gross negligence and intent shall not be limited hereby.
The Firm and its professionals are bound by professional secrecy. This obligation relates to everything that is entrusted to the Firm and its professionals by the Client within the scope of the Mandate or otherwise becomes known. In this respect, the professionals and employees of the Firm have the right to refuse to testify. The professionals and employees of the Firm may only disclose the existence of a Mandate and information in connection with the Mandate to third parties, in particular authorities, if the Client has previously released them from their duty of confidentiality or if statutory provisions require this.
10// Data processing
The Firm is entitled to record, store and process client data entrusted to it within the scope of the Mandate using data processing equipment. Information on data protection can be found at https://kucera.biz/language/en/privacy-policy/
11// Digital communication
The Client agrees to unencrypted digital communication via the internet. The Client has been informed about the associated risks and the possibility of minimising risks (e.g. the use of signature procedures or the encryption of e-mails).
12// Term and termination
(1) The mandate relationship shall commence with the issuance of the Mandate and shall continue until either the services are completed or the Mandate is terminated, whichever occurs earlier.
(2) Insofar as the Client has concluded a framework agreement with the Firm on ongoing advice and representation, the framework agreement shall end at the agreed end of the term. During the agreed term of the framework agreement, ordinary termination shall be excluded. The right of the Client to withdraw the Mandate granted to the Firm in an individual case and the right of termination for good cause shall remain unaffected. If the framework agreement has been concluded for an indefinite period of time, both parties shall be entitled to terminate the framework agreement at any time. The professional duties of the professionals of the Firm upon termination of a Mandate shall remain unaffected in all cases of termination. If the framework agreement ends by expiry of the term or by termination, the terms and conditions of the framework agreement shall continue to apply to unfinished Mandates until they are completed.
The Firm is required by law to advise the Client of the following:
Anti-Money Laundering (KYC)
The Mandate matter may be subject to the provisions of the Money Laundering Act. Please refer to the information available at https://kucera.biz/gwg/. It is the Client’s responsibility to assist the Firm in collecting the required documentation. Otherwise, the Mandate cannot be accepted for legal reasons. The cost of collecting the required information is billable.
Cross-border tax arrangements
(1) The partnership may be subject to the provisions of Sections 138d et seq. of the German Fiscal Code (AO) as an intermediary to any duty of notification to the Federal Central Tax Office (BZSt). Please refer to the information available at https://kucera.biz/138ao/.
(2) Insofar as a duty of notification arises for the Firm as intermediary pursuant to Sections 138d et seq. of the German Fiscal Code (AO), it shall be incumbent on the Client to support the Firm in the preparation of any notifications that may be required. Otherwise, the Mandate cannot be assumed for legal reasons. The time and effort required to collect the necessary information is billable.
(3) If, in addition to the Firm, a third party is obliged to provide notification as an intermediary (Section 138d (9) AO), the Client shall be obliged to ensure that any notifications pursuant to Sections 138d et seq. AO are made by the third party and that the third party will provide the Firm with the evidence required for the Firm’s exemption from any notification obligations pursuant to Section 138f (9) sentence 2 AO.
Reimbursement of costs
An opposing party, a party to the proceedings or the state treasury regularly does not reimburse more than the statutory remuneration in the case of reimbursement of costs.
14// Place of performance and jurisdiction
The place of performance and jurisdiction is Frankfurt am Main.
These General Terms and Conditions of Mandate are valid as of 08.05.2021.