Terms of mandate

Scope of application

These Terms of Engagement apply to all mandates concluded between SYLVENSTEIN Rechtsanwälte Herzog & Partner PartmbB, Sckellstr. 6, 81667 Munich (hereinafter "SYLVENSTEIN") and the client, unless otherwise agreed in writing. The statutory provisions remain unaffected. The offer is aimed exclusively at entrepreneurs and traders.

Issue of mandate

The mandate is concluded upon acceptance of the mandate by SYLVENSTEIN. SYLVENSTEIN is entitled to refuse the mandate, in particular in the event of a conflict of interest.

The specific scope of services is based on the individual agreement between SYLVENSTEIN and the client.

Scope of the mandate

The scope of the mandate is based on the assignment given. Changes or extensions require written agreement. Unless specifically agreed in writing, SYLVENSTEIN's services do not include tax or business consulting or auditing activities. The advice shall be limited exclusively to German law. If individual documents or aspects of the work relate to foreign law, SYLVENSTEIN may carry out a plausibility check.

SYLVENSTEIN is entitled to use the services of third parties, in particular subcontractors, to fulfill some or all of its contractual obligations. SYLVENSTEIN shall have a right to determine performance in accordance with Section 315 BGB with regard to consultancy agreements.

Remuneration

Remuneration is based on the German Lawyers' Fees Act (RVG), unless a different remuneration agreement has been made in text form, which shall take precedence. The client is obliged to make any requested advance payments. All prices are exclusive of VAT at the statutory rate.

Obligations of the client

The Client undertakes to provide SYLVENSTEIN with all information required for the processing of the mandate in full and truthfully and to submit all relevant documents without delay. Claims of the Client arising out of or in connection with this Agreement are not assignable.

Contract term, contract extension (B2B)

The contract is concluded for the term agreed in accordance with the individual contractual agreement (initial term). Premature ordinary termination is excluded.

Unless explicitly agreed otherwise, the contract term shall be extended by the agreed initial term if it is not terminated by one of the parties four weeks before the end of the initial term or the respective contract extension.

The right to extraordinary termination for good cause remains unaffected.

Confidentiality

SYLVENSTEIN is obliged to maintain confidentiality about all information obtained in the course of the mandate. This obligation shall survive the termination of the mandate.

LIMITATION OF LIABILITY

SYLVENSTEIN maintains professional liability insurance (§ 51 a BRAO in conjunction with § 8 para. 4 PartGG). The statutory minimum sum insured is EUR 2.5 million.

Upon confirmation, the Client agrees that any claims for compensation for financial losses caused by SYLVENSTEIN within the scope of the engagement or future engagements - even if only due to slight negligence - shall be limited to a maximum amount of EUR 2.5 million per case; anything to the contrary may (but must) be expressly agreed in writing. A "claim" is understood to be the entirety of the claims for damages of all claimants arising from a damaging act. A "claim" shall also be understood as the sum of all claims for damages resulting from one or more harmful acts performed by SYLVENSTEIN in the context of the same client matter. For the avoidance of doubt, this limitation of liability does not apply to damage caused intentionally or by gross negligence.

SYLVENSTEIN shall only be liable for the careful selection of third parties who are engaged in consultation with the Client, for example to advise on foreign law. SYLVENSTEIN shall not be liable for damages caused by deficiencies in the performance of carefully selected third parties.

Any exclusion and/or limitation of liability under the above clauses shall not apply to claims for damages based on injury to life, limb or health.

The agreed limitation of liability shall also apply if liability should arise towards a legal or natural person other than the client, for example towards legal successors. SYLVENSTEIN shall only provide consultancy services to the Client; written documents such as expert opinions are intended exclusively for the Client. The Client shall not use them vis-à-vis third parties, such as banks and shareholders, and shall not make excerpts thereof available without SYLVENSTEIN's express written consent. Even in the event that SYLVENSTEIN permits disclosure, the Client shall be obliged to inform such third parties of the existence of the limitation of liability agreement prior to disclosure

Data protection

The processing of personal data is carried out in accordance with the applicable data protection regulations. Further information can be found in SYLVENSTEIN's privacy policy.

In the case of e-mail communication, it cannot be technically ruled out that third parties may gain knowledge of the content of unencrypted e-mails. The client is aware that with electronic data transmission by e-mail or in addition to unauthorized access by third parties, further security risks (data loss, virus transmission, transmission failure or error, etc.) cannot be ruled out with certainty. If the client wishes to use encryption procedures, he/she shall expressly state this in writing.

FINAL PROVISION

The client relationship shall be governed exclusively by German law.

The place of jurisdiction is Munich if the contracting parties are merchants, legal entities under public law or special funds under public law.

There are no verbal ancillary agreements. Individual agreements remain possible at any time and, if concluded, shall take precedence over these mandate agreements. However, amendments or additions to this agreement must be made in writing. This also applies to any modification of this written form requirement itself.