Zahn & Zahn

Our General Terms and Conditions.

Status January 2025

The following "General Terms and Conditions" apply to contracts¹⁾ between tax consultants²⁾ and tax consulting professional practice firms (hereinafter referred to as "Tax Consultant") and their clients, unless otherwise expressly agreed in writing or required by law.

1. Scope and Execution of the Assignment

1. The scope of the services to be provided by the Tax Consultant is determined by the order given. The order is executed in accordance with the principles of proper professional practice, observing the relevant professional regulations and professional duties (cf. StBerG, BOStB).
2. Consideration of foreign law requires an explicit agreement in writing.
3. If the legal situation changes after the final completion of a matter, the Tax Consultant is not obliged to inform the client about the change or the resulting consequences. This only applies otherwise if expressly agreed in writing.
4. The verification of the accuracy, completeness, and proper order of the documents and figures handed over to the Tax Consultant, especially the bookkeeping and balance sheet, is only part of the assignment if agreed in writing. The Tax Consultant will assume the information provided by the client, especially numerical data, to be correct. If obvious inaccuracies are identified, the Tax Consultant will inform the client accordingly.
5. The assignment does not constitute a power of attorney for representation before authorities, courts, or other bodies. This must be granted separately. If coordination with the client regarding the filing of appeals or legal remedies is not possible due to the client’s absence, the Tax Consultant is entitled to take timely action in doubt.

2. Duty of Confidentiality

1. The Tax Consultant is obliged by law to maintain confidentiality about all facts that come to their knowledge in connection with the execution of the assignment, unless the client releases them from this obligation. The duty of confidentiality continues after termination of the contractual relationship. The duty of confidentiality applies to the Tax Consultant’s employees to the same extent.
2. The duty of confidentiality does not apply insofar as disclosure is necessary to protect the legitimate interests of the Tax Consultant. The Tax Consultant is also released from the duty of confidentiality insofar as they are obligated to inform and cooperate according to the terms of their professional liability insurance.
3. Legal rights to refuse to provide information and testimony, e.g., according to § 102 AO, § 53 StPO, and § 383 ZPO, remain unaffected.
4. The Tax Consultant is released from the duty of confidentiality insofar as this is necessary for the appointment of a general representative (§ 69 StBerG) or for carrying out a certification audit at the Tax Consultant’s office, and the persons involved have been instructed about their confidentiality obligations. The client agrees that the general representative or the certifier/auditor may inspect their case files maintained by the Tax Consultant.

3. Involvement of Third Parties

The Tax Consultant is entitled to involve employees and, under the conditions of § 62a StBerG, also external service providers (especially data processing companies) to carry out the assignment. The involvement of expert third parties for mandate processing (e.g., other tax consultants, auditors, lawyers) requires the consent and order of the client. The Tax Consultant is neither entitled nor obliged to involve such third parties without the client’s order.

4. Electronic Communication, Data Protection³⁾

1. The Tax Consultant is entitled to collect personal data of the client in the context of the orders given by machine and to process it in an automated file or to transfer it to a service data center for further order processing.
2. The Tax Consultant is entitled to appoint a data protection officer to fulfill their duties under the GDPR and the Federal Data Protection Act. If this officer is not already subject to the duty of confidentiality according to clause 2 paragraph 1 sentence 3, the Tax Consultant must ensure that the data protection officer commits to maintain data secrecy upon commencement of their duties.
3. The client is advised that the use of electronic communication means (email, etc.) may involve risks regarding the confidentiality of communication. Being aware of this, the client agrees to the use of electronic communication by the Tax Consultant.

5. Rectification of Defects

1. In the event of defects, the Tax Consultant must be given the opportunity to rectify them.
2. Obvious inaccuracies (e.g., typos, calculation errors) may be corrected by the Tax Consultant at any time, including towards third parties. Other defects may be corrected towards third parties only with the client’s consent. Consent is not required if the Tax Consultant’s legitimate interests outweigh the client’s interests.

6. Liability

1. The client’s claim for damages from the contractual relationship with the Tax Consultant for negligently caused damage is limited to €4,000,000.00⁴⁾ (in words: four million euros).⁵⁾ The liability limitation relates solely to negligence. Liability for intent remains unaffected. Claims for damages due to injury to life, body, or health are exempt from this limitation. The limitation applies to the entire activity of the Tax Consultant for the client, including any extension of the assignment; no renewed agreement on liability limitation is required. It also applies towards third parties insofar as they fall within the scope of the assignment; § 334 BGB is expressly not waived. Individual contractual liability limitation agreements take precedence over this provision but do not affect its validity unless expressly stated otherwise.
2. The liability limitation applies retroactively from the start of the mandate relationship or the time of increased insurance coverage, provided sufficient insurance coverage existed, and also extends to subsequent changes or expansions of the scope of the order.
3. Oral advice is not part of the Tax Consultant’s main contractual obligations. It carries the risk of incomplete verbal presentation of the facts to be assessed and misunderstandings between the Tax Consultant and the client. Therefore, it is agreed that the Tax Consultant is only liable for advice given in writing and liability for negligently incorrect oral advice of the Tax Consultant or their employees is excluded.
4. Claims for damages of the client, except for those arising from injury to life, body, or health, expire after 18 months at the end of the calendar year from knowledge or grossly negligent ignorance of the client about the claims, but no later than five years at the end of the calendar year from the claim arising. The shorter period is decisive.

7. Client Obligations; Omitted Cooperation and Acceptance Delay of the Client

1. The client is obliged to cooperate insofar as it is necessary for the proper completion of the assignment. In particular, they must provide the Tax Consultant with all necessary documents unprompted, completely, and in time so that the Tax Consultant has a reasonable processing time. The same applies to information about all events and circumstances relevant to the execution of the assignment. The client is obliged to acknowledge all communications from the Tax Consultant and to consult in case of doubt.
2. The client must refrain from anything that could impair the independence of the Tax Consultant or their vicarious agents.
3. The client undertakes to pass on the Tax Consultant’s work results only with the Tax Consultant’s consent unless the content of the assignment already implies consent to pass them on to a particular third party.
4. If the Tax Consultant uses data processing programs at the client’s site, the client is obliged to follow the Tax Consultant’s instructions regarding installation and application of the programs. Furthermore, the client is only entitled to use the programs to the extent prescribed by the Tax Consultant and must not distribute the programs. The Tax Consultant remains the owner of the usage rights. The client must refrain from any action that interferes with the exercise of the usage rights by the Tax Consultant.
5. If the client omits cooperation as required by clauses 7 paragraphs 1 to 4 or otherwise or delays acceptance of the services offered by the Tax Consultant, the Tax Consultant is entitled to terminate the contract without notice. The Tax Consultant’s claim for compensation for additional expenses and damages caused by the client’s delay or omission remains unaffected, even if the Tax Consultant does not exercise the termination right.

8. Copyright Protection

The services provided by the Tax Consultant represent their intellectual property. They are protected by copyright. Passing on work results outside the intended use is only permitted with prior written consent of the Tax Consultant.

9. Remuneration, Advance Payment and Set-off

1. The Tax Consultant’s remuneration is based on the statutory regulations or an agreed fixed price. In the absence of an explicit agreement, the remuneration is determined according to the Steuerberatervergütungsverordnung (StBVV) or other applicable regulations.
2. The Tax Consultant may demand reasonable advance payments or security deposits before starting the assignment or during ongoing assignments.
3. The Tax Consultant may offset claims for remuneration against claims of the client only if the client’s claims are undisputed or legally established.
4. If the client is in default with payment, the Tax Consultant may charge default interest according to § 288 BGB.

10. Retention of Title and Retention of Documents

The Tax Consultant retains ownership of work results until full payment of all claims arising from the contract with the client. The Tax Consultant is entitled to retain documents and materials belonging to the client until all due payments are made.

11. Data Storage and Archiving

The Tax Consultant stores documents and data related to the assignment in accordance with the applicable legal retention periods. After expiry of these periods, the Tax Consultant is entitled to delete or destroy the stored data unless otherwise agreed.

12. Jurisdiction, Place of Performance, Information on the VSBG

1. For the contract, its execution, and any resulting claims, exclusively German law applies. The place of performance and jurisdiction, provided the client is a merchant, a legal entity under public law, or a special fund under public law, is the professional office of the tax consultant. This also applies if the client relocates their residence or habitual abode abroad after the contract is concluded or if the residence or habitual abode is unknown at the time of filing the lawsuit.
2. The tax consultant is not willing to participate in dispute resolution proceedings before a consumer arbitration board (§§ 36, 37 VSBG)⁶⁾.

13. Validity in Case of Partial Invalidity

Should individual provisions of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.