General terms of mandate

1. Scope of application

Unless expressly agreed otherwise in writing or in text form, the following general terms and conditions of engagement apply to all business relationships with the clients. They apply, provided that no other agreement in writing or text form is made, also for future engagements / mandates.

These general terms and conditions of mandate are part of all contracts between Ribas & Partner mbB (hereinafter the law firm) and its clients (mandants), which are the subject of legal advice and/or representation (these contracts are hereinafter referred to as mandates). The inclusion of other general terms and conditions, particularly those of the client, in the mandate is expressly prohibited.

Changes to these terms of office shall only apply to future mandates. For ongoing mandates, changes require the express consent of the client.

2. Content and execution of the order/mandate

2.1  The contract or mandate relationship begins with the acceptance of the order/mandate and ends with its termination in accordance with paragraph 9. We reserve the right to reject orders or requests, particularly in cases of conflict of interest.

2.2  The processing of the mandate begins as soon as the advance payment (see paragraph 7.6) has been paid in a timely manner. Unless a deposit has been set by the firm, processing begins with the acceptance of the order or mandate.

2.3  We are not owed any specific economic success. The subject of the order is the agreed-upon performance. Our actions are carried out in accordance with the basic principles of proper professional conduct and in the best knowledge and conscience. To carry out the order/mandate, we are entitled to grant sub-assignments and, if necessary, to employ more competent individuals to carry out the order/mandate.

2.4  In the case of a contract for the creation of documents, general terms and conditions, etc., the subject of the contract shall be solely the creation of the respective document. We are only obliged to maintain and adapt to new legal or factual conditions on an ongoing basis insofar as this has been expressly agreed with the client.

2.5  The law firm is only obliged to initiate legal proceedings and seek legal remedies if it receives a request to do so and has accepted it.

2.6  In the case of several clients in the same matter, the law firm is entitled to inform all clients comprehensively; opposing individual instructions from a client are therefore irrelevant. Statements made by a client are only effective towards that client. In the event of conflicting actions or statements by the clients, the law firm is entitled to terminate the mandate.

2.7  If the client requests a change in the mandate during the course of the mandate, the firm is obliged to comply with the request for change if the execution of the request for change can be accommodated by the firm. In this case, the firm may, by way of a deviation from the original cost planning, demand an appropriate adjustment of the fee for the execution of the assignment.

3. Obligations of participation

3.1  The client is obliged to provide us, without being asked, with all necessary documents and explanations related to and necessary for the execution of the order in full and in a timely manner.

3.2  If the client fails to cooperate with their obligations, they cannot claim damages from us for this failure, if their failure led to a deterioration in their legal position, especially if they suffer legal disadvantages of any kind (e.g., failure to present relevant facts, delay, loss of a legal remedy or – alternative remedy, etc.). The firm is only liable for such disadvantages to the extent that they are not based on the client’s failure to cooperate. Statutory claims for damages due to the client’s culpable conduct remain unaffected.

3.3  The client will only contact the opposing party, courts, authorities or other parties in coordination with the firm. If the opposing party or a third party contacts the client, the client will immediately inform the firm.

3.4  The client undertakes to inform the firm immediately, for the duration of the mandate, of any actions that the client has taken himself or herself against courts, authorities, third parties or opponents.

3.5  If the client defaults in whole or in part in the acceptance of a service offered by us, we are entitled to terminate the contractual relationship exceptionally after determining a reasonable extension of time. This does not affect our right to compensation for any additional expenses incurred by us as a result of this behavior or the failure to cooperate pursuant to paragraph 3.2, as well as for the damage caused. This also applies even if we do not exercise our right of termination.

3.6  The client is not entitled to disclose our work results, in particular contracts, contract drafts, contract samples, expert opinions, etc., to unauthorized third parties without our written consent.

3.7  Furthermore, the client’s office must be informed if they change their address, telephone and fax number, email address, etc., or if they or their legal representatives are not reachable for an extended period due to vacation or for other reasons.

3.8  Finally, the client, who has received from the law firm the export documents and written communications provided to him, must carefully verify whether the factual information contained therein is correct and complete.

4. Confidentiality obligation

4.1  Legally, we and our employees are obliged to maintain silence regarding all facts made known to us in the course of performing the assignment. This does not apply if the client releases us from this obligation. The confidentiality obligation remains in effect after the termination of the contractual relationship / mandate.

4.2  There is no duty of confidentiality in cases of obvious or publicly known facts. It also does not exist insofar as the disclosure is necessary to safeguard our legitimate interests and/or in accordance with the usual business procedures for the proper performance of the mandate. This also includes the disclosure of information covered by the confidentiality obligation to non-legal and freelance employees of the firm, insofar as they have themselves been bound by the firm to confidentiality. We are also exempt from the duty of confidentiality insofar as we are required by the insurance terms of our property liability insurance to provide the relevant information and cooperate accordingly.

4.3  We are permitted to use reports, opinions and other written explanations regarding the results of our activities with third parties only with the consent of the client. However, we are permitted to use reports, opinions, judgments and other written statements in connection with the assignment/mandate in anonymized form for publication in any medium (journal, website, client newsletter, etc.).

5. Liability/Professional liability insurance

5.1  Oral and remote explanations serve only to provide a preliminary legal assessment. Binding statements are provided in written form.

5.2  We are always striving to provide our services with the utmost care. However, it is never entirely possible to rule out the possibility that liability claims may arise due to advisory errors caused by us. We are legally insured for this.

The law firm maintains property damage liability insurance that meets the requirements of § 51a BRAO. However, a maximum of 2,500,000 per claim, but a maximum of 10,000,000 per year, with an increase in the insurance sum of 1,500,000 per claim, max. 3,000,000 per year).

Oral and telephone information and explanations are, as a matter of principle, non-binding within the framework of an initial consultation and outside of existing contractual relationships or before the commencement of the mandate without written confirmation.

The firm's liability for damages caused by simple negligence is limited to four times the statutory minimum insurance sum, currently 1,000,000, in accordance with § 52, paragraph 1, no. 2 of the German Insurance Act (BRAO), provided that insurance coverage exists at this amount.

This limitation of liability also applies to the employees and all assistants of the law firm.

The firm's liability extends only to legal advice, but not to economic advice.

This limitation of liability does not apply insofar as the damage arises from a grossly negligent or intentional breach of contract, or for liability for culpably caused damage to a person's life, body, or health.

If the client fears that a liability on the part of the firm could result in higher damages in the specific mandate relationship, then for each individual case there is the possibility of a mandate-related supplementary insurance that is requested by the firm at the client’s request and purchased through the insurance company. In this case, the costs of the supplementary insurance are to be borne by the client.

In the event of a higher liability risk, the coverage amount of the insurance can be expanded accordingly. In this case, the client is obliged to reimburse us for the increased insurance amount resulting from this. If the client does not give us any corresponding instructions to increase the coverage amount accordingly, we are not obligated to do so. In the event of an increase in the coverage amount, we are entitled to only commence the contract/mandate relationship after the client has paid us the corresponding increase amount and the insurance policy is accordingly available. Any claims resulting from this are at our expense.

5.3  For contractually agreed activities that are not of a legal advisory nature, we assume liability only in cases of intent, gross negligence, or simple negligence in the breach of cardinal obligations.

6. Communication / Data Protection

6.1  The addressees announced by the client at the beginning of the mandate shall be deemed to be correct until a change is made by the client. As far as the firm sends documents to the indicated address, it fulfills its information obligation.

6.2  Subject to any other express written explanation, the client agrees that, even in the knowledge that unauthorized third parties may, under certain circumstances, become aware of the content of the correspondence, that correspondence and communication are predominantly conducted via encrypted email, but also via videoconferencing systems (including Microsoft TEAMS) and IP telephony. The client is expressly informed that the confidentiality cannot be guaranteed when using fax and electronic media.

6.3  The law firm is authorized to collect, store, and process the personal data entrusted to it by the client within the scope of the purpose of the assignment, in compliance with data protection regulations.

6.4  The client expressly agrees that the law firm will forward mandate information to the client’s legal protection insurance when the law firm has received the order to correspond with the legal protection insurance. The law firm expressly points out that by taking on the responsibility of corresponding with the legal protection insurance, the client’s obligation to pay the legal fees does not cease to apply.

7. Compensation

7.1  The remuneration is determined primarily based on the content of a remuneration agreement that must be concluded separately.

7.2  This engagement agreement becomes effective when the law firm sends the engagement agreement offer via email and the client signs it by mail, fax or email, or when the law firm begins the engagement work assigned to it and there is agreement from the client based on other communications.

7.3  As a rule, the individual billing agreement is based on time units for the calculation of fees. The estimated time required for processing is communicated to the client upon request and is included in the billing agreement. Whether additional time required beyond this is charged is determined only if the client has previously approved it or whether the entire time required is only disclosed to the client upon invoicing and the time required, as established in the fee rate, is considered approved unless immediately contradicted. This is a matter of the individual billing agreement. The client may request access to the handwritten or digital time records prepared by the firm at any time.

7.4  Unless an individual fee agreement has been concluded between the law firm and the client or third parties, the fees for the engagement are calculated in accordance with the version of the Attorneys’ Fees Act (RVG) in effect at the time. The fees to be charged for the legal services under the RVG are based on the subject matter value, unless a fee agreement differing from this has been concluded.

7.5  The law firm is entitled to set off incoming reimbursement amounts and other payment obligations owed to the client with outstanding claims or services yet to be invoiced. Set-off against our claims is only permitted against undisputed or legally established claims.

7.6  The client is fundamentally obliged to pay an appropriate advance that may cover the full agreed fee. This applies even if there are claims for reimbursement of costs from third parties. The amount of the advance is determined by the firm appropriately and communicated to the client in a timely manner before the start of the processing of the assignment (order).

7.7  To secure all claims for fees, the client shall assign to the firm all claims for reimbursement from the opposing party, the State Treasury, legal protection insurance, with the consent of the latter, or other third parties in the amount of the firm’s fee claim, with the authorization to assign this assignment to the payment debtor. This assignment shall only be made if the client fails to meet his payment obligations, in particular if the client refuses to pay, is in default of payment, or has filed an application to open insolvency proceedings over his assets. The firm is entitled to set off any incoming reimbursement amounts and other claims due to the client that arise from them with open fee claims or outstanding services upon invoicing, insofar as this is legally permissible.

8. Payment

8.1  Advance invoices from the law firm as well as the final invoice are payable in full.

8.2  If costs and interest have already arisen against the client, the firm is entitled to charge the payments first to the costs, then to the interest and finally to the principal claim.

8.3  Several clients are jointly and severally liable for payment of the legal or agreed fee of the law firm if the law firm becomes liable for them in the same matter.

8.4  The client’s failure to pay the fee invoice shall occur at the latest one month after receipt of the fee invoice. The receipt of the fee invoice shall be deemed to have taken place after two days have passed from the date of the invoice.

8.5  Consumers must pay a default interest of at least 5 percentage points above the respective base interest rate. Clients who do not grant the mandate as consumers must pay at least 8 default % interest points above the respective base interest rate. The higher damages of the law firm remain unaffected.

9. Custody of funds

Funds received by the firm on behalf of the client are faithfully held and – subject to clause 7.5 – immediately paid out upon written request from the client to the designated entity.

10. Termination of the contract / mandate

10.1  The contractual relationship/mandate ends upon the fulfillment of the agreed services, by termination, or upon the expiration of the agreed duration of the contract/mandate.

10.2  Both parties may terminate the contractual relationship / mandate at any time under the provisions of § 627 BGB. However, the client is reminded that in the event of termination pursuant to § 627 BGB, the obligation remains to repay the firm the portion of the fee corresponding to their previous services.

10.3  As far as the contract is approved by us, we will also take the necessary reasonable actions to avoid the client incurring legal losses, which cannot be postponed (e.g., request for an extension of the deadline in the event of impending expiration due to a change of counsel).

10.4  We are fundamentally obliged to provide the client with everything that has been entrusted to us to carry out the order and that we have obtained through this business activity. This includes the disclosure of all communications required for the client in connection with the order. However, we are entitled to offset against the client’s claims for payment of funds from our own fees against the client, and to exercise a right of retention to the extent appropriate against the client’s pre-determined claims for reimbursement of fees or late payment penalties due to default.

10.5  Upon termination of the mandate relationship or upon expiration of the retention period, the client’s documents must be collected from us.

11. Retention period for files, risk of shipment

11.1  Pursuant to § 50 of the Federal Bar Association Regulations, the obligation of the law firm to keep all documents entrusted to the client or a third party by the client in connection with the performance of the assignment expires 5 years after the termination of the assignment. The law firm is not required to keep the documents longer.

The client is reminded that legal documents of the lawyers, with the exception of the cost records and any title documents, will be destroyed after five years have passed from the termination of the mandate (§ 50, paragraph 2, section 1 of the BRAO), unless the client collects these documents from the lawyers’ office beforehand. Otherwise, § 50, paragraph 2, section 2 of the BRAO applies.

11.2  If documents are sent to the client, they can be sent to the address last communicated to them. The risk of shipment is borne by the client, unless they have objected to the shipment and have committed themselves to an irrevocable pick-up.

11.3  If the law firm is liable to the client for fees owed from the mandate, the law firm has a right of retention over the documents received in that mandate. The exercise of the right of retention may not be disproportionate.

12. Limitation period / Exclusion period

12.1  The client’s claims for damages against us shall expire after 3 years from the date on which the claim arose, provided that the client’s claim for damages does not expire by law within a shorter period of time. If the client relationship has not already been terminated prematurely, the contract shall be deemed terminated at the latest upon the submission of the final invoice.

12.2  Exclusion period: Regardless of the expiration of the claim for damages, these may only be asserted against us within a 12-month exclusion period. The exclusion period begins when the client becomes aware of the damage and the event giving rise to the claim, but in any case not later than 5 years after the event giving rise to the claim. The claim for damages also lapses if the client does not file a lawsuit within 6 months of the written rejection of the replacement service by us and we have explicitly pointed this out to the client. The aforementioned rules regarding the exclusion period also apply in the event of legally required tests with statutory liability limitation. They do not apply insofar as the client is a consumer within the meaning of § 13 BGB.

13. Place of performance and jurisdiction

To the extent permitted by law, the place of performance and the place of jurisdiction for all mutual claims arising from the mandate relationship and from all related legal grounds are determined by the head office of the law firm. In the event that the client, after the order is placed, moves his place of residence or habitual place of residence outside the jurisdiction of the Federal Republic of Germany, or if his place of residence or habitual place of residence is unknown at the time of filing the lawsuit, the head office of the law firm shall also be determined as the place of jurisdiction.

This choice of jurisdiction does not apply to consumers.

14. General provisions

14.1  Oral supplementary agreements require written form for their effectiveness. The same applies to the repeal of the written form requirement.

14.2  Rights arising from the contractual relationship with the law firm may only be assigned after the prior written consent of the law firm.

14.3  For all contractual relationships between the client and the firm, the law of the Federal Republic of Germany shall apply exclusively, unless explicitly agreed to be otherwise when placing an order.

14.4  Should any of these provisions of these terms of appointment prove to be invalid, wholly or partially ineffective or unenforceable, this shall not affect the validity of the remaining provisions. In lieu of the invalid or unenforceable provision or to fulfill the resulting voidness, an appropriate arrangement shall be made, as close as legally permissible to what the contracting parties would have wished, to be agreed upon.

15th Note on the AWV* - Reporting Obligation

We point out that the AWV reporting obligation also applies to incoming and outgoing payments over one account. Trust account This applies. In this case, the respective national creditor or debtor is also required to report the transaction. not the trust account holder. Anyone who makes transfers abroad or receives funds from abroad is subject to the AWV reporting obligation. Only amounts of 12,500 EUR or less are subject to reporting obligations. If several payments by one person total less than 12,500 EUR each, these are also exempt from the reporting obligation. The reporting obligation also applies to payments for imports or exports of goods. Payments for services, however, are very much subject to reporting obligations from 12,500 EUR onwards. Failure to comply with the reporting obligation can result in a fine of up to 30,000 EUR. \\* Foreign Economic Regulations

16. Out-of-court dispute resolution

In disputes between lawyers and their clients, pursuant to § 73, paragraph 2, no. 3 in conjunction with § 73, paragraph 5 of the BRAO, upon request, there is the possibility of out-of-court dispute resolution with the regional competent bar association in Karlsruhe (contact details see above) or pursuant to § 191 f. of the BRAO with the arbitration office of the bar association at the Federal Bar Association, which can be found online via the homepage of the Federal Bar Association (http://www.brak.de) under the „Bar Association Mediation Center“ menu item (schlichtungsstelle@brak.de).

Ribas & Partner mbB does not participate in dispute resolution proceedings before a consumer arbitration board and is not obligated to do so.