terms and conditions
accountants and auditing companies
and conditions apply for agreements between chartered accountants or auditing
companies (referred to as “chartered accountants” in the following) and their
clients for audits, consulting and other mandates to the extent that no other
explicit written agreement exists or legal provision applies.
isolated cases, as an exception, contractual relations have also been
established between the chartered accountant and persons other than the client,
the provisions outlined in no. 9 below also apply to said third parties.
and implementation of the mandate
of the mandate is the agreed service, not a specific economic success. The
mandate is carried out according to the principles of proper professional
practice. The chartered accountant is entitled to approach expert individuals
for assistance in carrying out the mandate.
account foreign law requires an explicit written agreement, excluding in the
case of business audits.
extent that it is not designed for this, the mandate does not extend to
examining the question of whether the provisions of tax law or other special
provisions such as the regulations on pricing, monopoly rules and operational
management have been adhered to; the same applies for determining whether
subsidies, allowances or other benefits can be taken advantage of. The
execution of the mandate only includes audit procedures which are precisely aimed
at uncovering falsifications in the books and other irregularities if there is
justified reason to do so discovered during the execution of audit procedures
or this is otherwise expressly agreed in writing.
legal situation changes subsequently after delivering a final professional
statement, the chartered accountant is not obligated to inform the client of
said changes or any resultant consequences.
of disclosure by the client
has to ensure that the chartered accountant has all the documents required to
carry out the mandate in good time without any specific requests from the chartered
accountant, and that the chartered accountant is informed of all procedures and
circumstances which could be of importance for the execution of the mandate.
This also applies for documents, procedures and circumstances which only become
known during the activity of the chartered accountant.
request of the chartered accountant, the client has to confirm the completeness
of the documents submitted as well as the information and explanations given as
part of a written declaration formulated by the chartered accountant.
is responsible for desisting anything that could endanger the independence of
the employees of the chartered accountant. This particularly applies for offers
of appointments and for offers to pay for mandates at one’s own expense.
and verbal information
chartered accountant is to present the results of his work in writing, only
this written account is authoritative. For auditing mandates, the report will
be produced in written form unless otherwise agreed. Verbal explanations and
information from employees of the chartered accountant made outside of the
scope of the mandate are always non-binding.
the intellectual property of the chartered accountant
is responsible that the expert opinion, organisational plans, drafts, drawings,
charts and calculations, particularly quantity and cost calculations, produced
as part of the mandate by the chartered accountant are only used for his own
the professional statement of the chartered accountant
forwarding of professional statements from the chartered accountant (reports,
expert opinions or similar) to a third party requires the written consent of
the chartered accountant to the extent that the consent to forward said
documents to a specific third party does not already result from the contents
of the mandate. The chartered account (as part of no. 9) is only liable towards
a third party if the prerequisites named in sentence 1 exist.
It is not
permitted to use the professional statements of the chartered accountant for
advertising purposes; any infringement to this entitles the chartered
accountant to cancel all incomplete contacts with the client with immediate
In the case
of possible errors, the client has the right to rectification and subsequent
fulfilment by the chartered accountant. Only in the case of failure in
rectification and subsequent fulfilment can the client demand a reduction in
remuneration or reversal of the contract; if the contract is awarded by a
businessperson on behalf of a business, a legal entity under public law or
special funds under public law, the client can only demand the reversal of
contract if the service provided is of no interest to him due to the failure in
rectification and subsequent fulfilment. To the extent that claims for damages
exist over and above this, no. 9 applies.
for rectification of errors has to be made immediately in writing by the
client. Claims pursuant to para. 1 that are not based on an intentional act
fall under the statute of limitations after the lapsing of one year from the
statutory start of the limitation period.
errors, such as spelling errors, mathematical errors and formal errors, which
are contained within a professional statement of the chartered accountant
(report, expert opinion or similar) can be corrected by the chartered
accountant at any time, even with third parties. Errors which may call into
question the conclusions contained within the professional statement of the
chartered accountant entitle the chartered accountant to withdraw these statements,
including with respect to third parties. In the circumstances mentioned above,
the client is to be informed by the chartered accountant in advance if at all
statutory audits, the limitation of liability pursuant to § 323 para. 2 HGB
in the case of negligence, individual cases of damage
para. 1 applies nor an arrangement for an individual case, the liability of the
chartered accountant for damages claims of all types, with the exception of
damages from injury to life, body and health, is limited to € 4 million in an
individual case of damage caused by negligence pursuant to § 54a para. 1 no. 2
WPO; this also applies if liability towards another person other than the
client is valid. An individual case of damage also exists in respect to the
same damage cause by multiple breaches of duty. A single case of damage
encompasses all consequences of a breach of duty irrespective of whether the
damages arose in one or multiple consecutive years. As part of this, repeated
actions or omissions based on the same or a similar error source are deemed as
a single breach of duty if the circumstances in question are legally or
commercially related. In this case, the chartered accountant can only be
subject to claims of up to € 5 million. The limitation to five times the
minimum insurance amount does not apply for statutory audits.
A claim for
damages can only be asserted within a preclusive period of one year after the
claimant obtained knowledge of the damage and of the incident giving rise to
the claim, but at the latest within 5 years after the incident which gives rise
to the claim. The claim expires if a complaint is not filed within a period of
six months after the written rejection of the compensation and the client was
informed of this consequence. The right to assert the bar of the preclusive
deadline remains unaffected. Sentences 1 to 3 also apply for statutory audits
with limited liability.
provisions for auditing mandates
subsequent change or abridgement to the financial statements or management
report audited and provided with an audit opinion requires the written approval
of the chartered accountant, even if it is not to be published. If the
chartered accountant has not provided an audit opinion, the client is permitted
to refer to the audit carried out by the chartered accountant in the management
report or in another area intended for the general public only with the written
consent of the chartered accountant and in the wording authorised by him or
the chartered accountant withdraws the audit opinion, the audit opinion may no
longer be used. If the client has already used the audit opinion, he has to
announce the withdrawal of the opinion on the request of the chartered
has the right to five report copies. Any further copies are to be invoiced
provisions for assistance in tax matters
chartered accountant is entitled, both when advising in individual tax issues
as well as in the case of ongoing advice, to take the facts named by the
client, particularly figures, as correct and complete; this also applies for
accounting mandates. However, the chartered accountant is to inform the client
of any incorrectness he determines.
advisory mandate does not encompass the actions required to adhere to
deadlines, unless the chartered accountant has expressly taken on this mandate.
In this case, the client has to provide the chartered accountant with all
important documents, particularly tax assessment notices, for adhering to the
deadlines, ahead of time so that the chartered accountant has appropriate time
to process the documents.
If there is
no other written agreement, ongoing tax advisory services comprise the
following activities which become due during the contractual period:
chartered accountant takes material published legal decisions and
administrative interpretations into account in the aforementioned work.
the annual tax returns for income tax, corporation tax and trade tax as well as
wealth tax returns, based on the annual financial statements to be provided by the
client and other documents and evidence required for taxation purposes
the tax assessment notices for the taxes named in a)
with the financial authorities in connection with the tax returns and
assessment notices named in a) and b).
in external tax audits and assessments of the results of external tax audits
with regards to the taxes named in a)
in objection and appeal proceedings with regards to the taxes named in a).
chartered account receives a lump-sum fee for the ongoing tax advisory
services, the activities named in para. 3 d) and e) are to be invoiced
separately unless otherwise agreed in writing.
processing of special individual issues of income tax, corporation tax, trade
tax, assessed valuations and wealth tax as well as all questions regarding VAT,
wage tax, other taxes and contributions take place based on a specific mandate.
This also applies for
processing of one-off taxation matters, e.g. in the field of inheritance tax,
capital transfer tax, property acquisition tax,
participation and representation in proceedings in courts of the financial and
administration jurisdiction as well as in criminal tax matters and
and expert work in connection with a conversion of legal form, mergers, capital
increases and reductions, restructuring, the entry and exit of a shareholder,
sales of a business, liquidation and similar.
extent that the preparation of the annual VAT return is undertaken as an
additional activity, this does not include examining possible special
accounting prerequisites as well as the question of whether all possible VAT
benefits have been exhausted. No guarantee is made for the complete recording
of documents for asserting pre-tax deductions.
discretion towards third parties, privacy
to the stipulations of the applicable laws, the chartered accountant is
obligated to maintain secrecy about all facts which become known to him or as
part of his mandate for the client, irrespective of whether it relates to the
client himself or his business connections, unless the client releases him from
chartered accountant may only hand over reports, expert opinions and other
written statements about the results of his mandate to third parties with the
consent of the client.
chartered accountant is authorised to process personal information entrusted to
him for the purpose intended by the client or have this processed by third
of acceptance and a lack of cooperation from the client
chartered accountant is authorised to cancel the contract with immediate effect
if the customer is late with the acceptance of the services offered by the
chartered accountant or the client desists the cooperation incumbent on him
according to no. 3 or otherwise. This shall not affect the chartered
accountant’s claim to compensation for additional expenses incurred as a result
of the client’s default or failure to cooperate as well as for damage caused,
even if the chartered accountant does not exercise his right to terminate the
to his payable fees or remuneration, the chartered accountant also has a right
to have expenses refunded; VAT is charged additionally. The chartered
accountant is entitled to request reasonable sums of advance payments relating
to remuneration and reimbursement of outlays and make the rendering of his
services dependent on the full satisfaction of his claims. Multiple clients are
against claims of the chartered accountant for remuneration and reimbursement
of outlays is only permitted in the case of undisputed or legally valid claims.
filing and provision of documents
As part of
execution of the mandate, the chartered accountant keeps documents given to him
and produced by himself as well as any correspondence relating to the mandate
for 10 years.
satisfying all claims from the mandate, the chartered accountant has to provide
all documents on the request of the client which he has received from or for
this mandate in relation to the work. However this does not apply for
correspondence between the chartered accountant and his client, and for
correspondence which the client already holds in original form or as a
certified copy. The chartered accountant is permitted to make and retain
certified copies or photocopies of documents which he returns to the client.
applies for the mandate, its execution and the resultant claims.
In case of discrepancy between the
English and German versions, the German version shall prevail.