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Dallman SteuerberatungDALLMANTAX ADVISORYDALLMANTAX ADVISORY
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Legal Information

General Terms and Conditions

for Tax Advisors and Tax Advisory Professional Entities
As of: January 2025

The following General Terms and Conditions apply to contracts between tax advisors and tax advisory professional entities (hereinafter "Tax Advisor") and their clients, unless otherwise expressly agreed in text form or mandatory by law.

1. Scope and Performance of the Engagement

  1. The scope of services to be provided by the Tax Advisor is governed by the engagement granted. The engagement is carried out in accordance with the principles of proper professional practice and applicable professional rules (StBerG, BOStB).
  2. The application 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 is not obliged to inform the client of the change or its consequences, unless expressly agreed in text form.
  4. Verification of the accuracy, completeness and propriety of documents and figures provided, in particular bookkeeping and financial statements, is only part of the engagement if agreed in text form. The Tax Advisor will accept the client's data, in particular numerical data, as correct. If obvious errors are identified, the Tax Advisor will notify the client.
  5. The engagement does not constitute a power of attorney to represent the client before authorities, courts or other bodies. Such representation requires a separate instruction. If it is not possible to consult with the client due to absence regarding the filing of legal remedies or appeals, the Tax Advisor is entitled, in case of doubt, to take interim protective measures.

2. Duty of Confidentiality

  1. The Tax Advisor is legally obliged to maintain confidentiality regarding all facts that come to their knowledge in connection with the engagement, unless the client releases them from this obligation. This duty continues after termination of the engagement and extends equally to the Tax Advisor's employees.
  2. The duty of confidentiality does not apply where disclosure is necessary to protect the legitimate interests of the Tax Advisor, or where required by the conditions of the professional liability insurance.
  3. Statutory rights to refuse to provide information or testimony (e.g. under § 102 AO, § 53 StPO and § 383 ZPO) remain unaffected.
  4. The Tax Advisor is released from the duty of confidentiality to the extent required for the appointment of a general representative (§ 69 StBerG) or for carrying out a certification audit at the Tax Advisor's practice, provided that the persons involved have been instructed as to their own duty of confidentiality. The client agrees that the general representative or certifier/auditor may inspect the client's file maintained by the Tax Advisor.

3. Involvement of Third Parties

The Tax Advisor is entitled to employ staff and, under the conditions of § 62a StBerG, external service providers (in particular data processing companies) to carry out the engagement. The involvement of qualified third parties for mandate processing (e.g. other tax advisors, auditors, lawyers) requires the client's consent and instruction. The Tax Advisor is not entitled or obliged to involve such third parties without the client's instruction.

4. Electronic Communication and Data Protection

  1. The Tax Advisor is entitled to collect the client's personal data by automated means within the scope of the engagement and to process it in an automated file or transfer it to a data processing centre for further order processing.
  2. The Tax Advisor is entitled to appoint a data protection officer in fulfilment of obligations under the GDPR and the German Federal Data Protection Act. Where such an officer is not already subject to the duty of confidentiality under clause 2(1)(3), the Tax Advisor shall ensure that the data protection officer undertakes to maintain data confidentiality upon commencing their duties.
  3. The client is advised that the use of electronic communication tools (e.g. email) may carry risks to the confidentiality of communications. The client consents, with full knowledge of these risks, to the Tax Advisor's use of electronic communication tools.

5. Rectification of Defects

  1. The Tax Advisor must be given the opportunity to rectify any defects.
  2. Obvious errors (e.g. spelling or calculation mistakes) 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 with the client's consent. Consent is not required where the Tax Advisor's legitimate interests outweigh those of the client.

6. Liability

  1. The client's claim against the Tax Advisor for compensation of negligently caused damage is limited to €10,000,000.00 (ten million euros). The limitation of liability applies only to cases of simple negligence (Section 67a(1) no. 2 StBerG). It does not apply to intent or gross negligence, nor to damage resulting from injury to life, body or health. The limitation applies to the entirety of the Tax Advisor's activities for the client, including any extension of the engagement; no further agreement is required. The limitation also applies vis-à-vis third parties falling within the scope of protection of the engagement; § 334 BGB is not waived. Individual contractual liability limitations take precedence but leave the validity of this clause unaffected, unless expressly agreed otherwise.
  2. The liability limitation applies, where correspondingly high insurance coverage has existed, retrospectively from the start of the mandate or the date of increase in coverage, and also extends to cases where the scope of the engagement is subsequently changed or extended.
  3. Verbal advice does not form part of the Tax Advisor's main contractual obligations. It carries the risk of incomplete presentation and misunderstandings. Accordingly, the Tax Advisor is liable only for advice given in text form; liability for negligently incorrect verbal advice by the Tax Advisor or their employees is excluded.
  4. Claims for damages by the client are subject to the statutory limitation periods.

7. Client's Duties; Failure to Co-operate

  1. The client is obliged to co-operate to the extent necessary for the proper execution of the engagement. In particular, the client must provide all necessary documents in full and in a timely manner, and must keep the Tax Advisor informed of all relevant circumstances. 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 must refrain from anything that could impair the independence of the Tax Advisor or their employees.
  3. The client undertakes not to pass on the Tax Advisor's work results without the Tax Advisor's consent, unless the engagement already implies consent to pass them on to a specific third party.
  4. Where the Tax Advisor deploys data processing programs at the client's premises, the client is obliged to follow the Tax Advisor's instructions for installation and use, to use the programs only to the extent permitted by the Tax Advisor, and not to distribute them. The Tax Advisor retains the rights of use. The client must refrain from anything that impedes the exercise of these rights.
  5. If the client fails to co-operate as required or defaults on accepting the Tax Advisor's services, the Tax Advisor is entitled to terminate the contract without notice. The Tax Advisor retains the right to claim additional costs and damages caused by the client's default, regardless of whether the right to terminate is exercised.

8. Copyright Protection

The Tax Advisor's services constitute their intellectual property and are protected by copyright. Work results may only be passed on beyond their intended use with the Tax Advisor's prior consent in text form.

9. Remuneration, Advance Payments and Set-Off

  1. The Tax Advisor's remuneration (fees and reimbursement of expenses) for professional services pursuant to § 33 StBerG is governed by the Tax Advisor Remuneration Ordinance (StBVV). A higher or lower remuneration may be agreed in text form; a lower remuneration is only permissible in non-court matters and must be proportionate to the services rendered, the responsibility assumed and the liability risk. Notwithstanding this, a fee agreement may be concluded in text form (Section 4 StBVV), in particular for international projects and for structuring and transaction advice.
  2. For activities not regulated in the StBVV (e.g. § 57(3) nos. 2 and 3 StBerG), the agreed remuneration applies; otherwise the statutory or customary remuneration applies (§§ 612(2) and 632(2) BGB).
  3. Set-off against a remuneration claim of the Tax Advisor is only permissible with undisputed or legally established claims. Claims by the client for repayment of remuneration already paid become time-barred 18 months after the end of the calendar year in which the invoice was received by the client.
  4. The Tax Advisor may demand an advance payment for fees and expenses already incurred or expected to arise. If the advance is not paid, the Tax Advisor may suspend further work after prior notice. The Tax Advisor will give timely notice of an intention to suspend if this could cause disadvantages to the client. Advances may be set off against all outstanding claims under the engagement.
  5. The client is in default if payment is not made within 14 days of the invoice date.

10. Termination of the Engagement

  1. The engagement ends upon completion of the agreed services, upon expiry of the agreed term, or upon termination. The engagement is not terminated by the death or incapacity of the client or, in the case of a company, by its dissolution.
  2. Where the engagement constitutes a service contract within the meaning of §§ 611, 675 BGB, either party may terminate it extraordinarily, unless it involves a service relationship with fixed remuneration (§ 627(1) BGB); termination must be in text form. Any deviation in individual cases requires an agreement between the Tax Advisor and the client.
  3. Upon termination of the engagement, the client must promptly return or delete any data processing programs deployed by the Tax Advisor, including copies and related documentation.
  4. After termination of the engagement, documents are to be collected from the Tax Advisor's office.
  5. If the engagement ends before completion, the Tax Advisor's remuneration is governed by the statutory provisions, in particular § 12(4) StBVV. Any deviation requires a separate agreement in text form.

11. Right of Retention over Work Results and Documents

  1. The Tax Advisor may make and retain copies or photocopies of documents returned to the client, or do so by electronic means.
  2. The Tax Advisor may refuse to release documents until fees and expenses have been paid (§ 66(3) StBerG). A contractual right of retention over work results is deemed agreed.

12. Jurisdiction, Place of Performance, Consumer Dispute Resolution

  1. The engagement and all claims arising from it are governed exclusively by German law. The place of performance and jurisdiction, where the client is a merchant, legal entity under public law or a special fund under public law, is the Tax Advisor's professional office. This also applies where the client moves their domicile or habitual residence abroad after placing the engagement, or where the domicile or habitual residence is unknown at the time legal action is brought.
  2. The Tax Advisor is not willing to participate in dispute resolution proceedings before a consumer arbitration board (§§ 36, 37 VSBG).

13. Severability

Should individual provisions of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby.