General terms and conditions for firms of tax advisors
As of January 31, 2022
These "general terms and conditions" shall govern contracts between firms of tax advisors hereinafter referred to as the "Tax Advisors", unless otherwise expressly agreed in writing or prescribed by law. The English version of this agreement is the definitive legal version. Translations into any other languages are available for your ease of reference only.
1. Scope and execution of the engagement
The scope of the services to be rendered by the Tax Advisor shall be governed by the specific engagement. The engagement shall be executed in accordance with the principles of proper professional practice and in compliance with the relevant rules of professional conduct and professional obligations.
Foreign law other than VAT law and tax procedural law shall only be taken into account if this serves the specific engagement.
In the event that the legal position changes after a matter has been conclusively completed, the Tax Advisor shall not be under any obligation to alert the client to such change or the resulting implications.
The review of the documents and figures provided to the Tax Advisor, in particular the accounts and balance sheet, with regard to accuracy, completeness and conformity with applicable rules shall not form part of the engagement unless otherwise expressly agreed in text form. The Tax Advisor will assume that the information provided by the client, in particular the figures, is correct and will use it as a basis for his or her work. To the extent that he or she detects any evident inaccuracies, the Tax Advisor shall be obliged to point them out.
The engagement shall not be deemed to constitute an authorization to represent the client before public authorities, courts and other bodies. Such authorization would need to be granted separately. Where, owing to the client's absence, it proves impossible to coordinate with him or her as to the filing of legal remedies, the Tax Advisor shall be deemed, in case of doubt, to be both authorized and obliged to take action with a view to meeting a deadline.
2. Duty of confidentiality
In accordance with the law, the Tax Advisor shall be under a duty to maintain confidentiality with regard to all facts that have come to his or her attention in connection with the execution of the engagement unless the client releases him or her from this duty. The duty of confidentiality shall continue even beyond a termination of the contractual relationship. The duty of confidentiality shall apply, to the same extent, to the Tax Advisor's staff.
The duty of confidentiality shall not apply to the extent that a disclosure is necessary in order to protect the Tax Advisor's legitimate interests. Furthermore, the Tax Advisor is hereby released from the duty of confidentiality to the extent that, under the terms and conditions of his or her professional liability insurance, he or she has a duty to provide information and cooperate.
The foregoing shall not affect any statutory rights to refuse to provide information or to refuse to testify under the applicable stipulations of the jurisdiction in which such information might be requested.
The Tax Advisor is hereby released from the duty of confidentiality to the extent that:
This is necessary for purposes of carrying out a certification audit in the Tax Advisor's firm and
The individuals who are acting in this regard, for their part, have been instructed as to their duty of confidentiality. The client hereby agrees that the person carrying out the certification or audit may inspect the client file which was created and is being maintained by the Tax Advisor.
3. Involvement of third parties
The Tax Advisor shall be entitled to involve staff and external service providers such as data-processing companies for purposes of carrying out the engagement. Involvement of third-party experts, such as other Tax Advisors, auditors, and qualified attorneys, shall require consent and instruction by the client. Without having been instructed by the client, the Tax Advisor shall be neither entitled nor obliged to involve such third parties.
4. Electronic communication, data protection
In the context of the engagements, the Tax Advisor shall be entitled to electronically collect personal data of the client and to process such data in an automated file or to transmit such data to a service data center for further processing of the data related to the engagement. However, the client acknowledges that the Tax Advisor may disclose information regarding his account to the operator of the applicable third-party website through which the Tax Advisor provides services, or the affiliate of such operator, for purposes relating to the Tax Advisor’s provision of such services.
In order to satisfy his obligations under the EU General Data Protection Regulation (hereinafter "GDPR") and local Data Protection stipulations, the Tax Advisor shall be entitled to appoint a data-protection officer. Unless this data-protection officer is already subject to a duty of confidentiality under clause 2, "Duty of confidentiality" point 3 mentioned above, the Tax Advisor shall ensure that the data-protection officer, upon taking up his or her activity, shall undertake to maintain data secrecy.
Each party shall comply with its obligations under any applicable data protection laws in respect of personal data processed by it in connection with these general terms and conditions, the services rendered and the specific engagement. For more information, go to Singularity’s data protection policy.
5. Remedying of deficiencies
The client shall have a right to demand that any deficiencies be remedied. The Tax Advisor must be afforded an opportunity to take remedial action. If and to the extent that the engagement constitutes a contract for services, the client may refuse any remedial action by the Tax Advisor if the engagement is terminated by the client and the deficiency is detected only after the engagement has been validly terminated.
Should the Tax Advisor fail to remedy the asserted deficiencies within a reasonable period or refuse to remedy the deficiencies, the client may, at the Tax Advisor’s expense, have the deficiencies remedied by another Tax Advisor or demand a reduction of the fees or rescission of the contract at the client’s choice or both.
The Tax Advisor may at any time, also vis-à-vis third parties, correct obvious inaccuracies, such as clerical errors, or errors in calculation. Other deficiencies may be corrected by the Tax Advisor vis-à-vis third parties subject to the client’s consent. Such consent shall not be required where the Tax Advisor’s legitimate interests take precedence over the client’s interests.
The liability of the Tax Advisor and his or her "persons employed in performing a contractual obligation for whom the Tax Advisor is vicariously liable" for any loss or damage resulting from one breach of duty or in the context of a uniform injurious effect from several breaches of duty on the occasion of executing an engagement shall be capped at EUR 1.500.000 (in words: one point five million euro).
Limitation of liability shall apply in relation to negligence only; liability for intent shall not be subject to such limitation. Liability claims in relation to any loss or damage arising from injuries to life, body or health shall be excluded from this limitation of liability. The limitation of liability shall apply to the Tax Advisor’s entire activity for the client, that is also, in particular, to an extension to the scope of the engagement; in this regard, there shall be no need for agreeing the limitation of liability again.
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