Terms and Conditions of Mandate

of internationalbusiness.law Rechtsanwaltsgesellschaft mbH, Friedrichstraße 171, 10117 Berlin, Germany (hereinafter referred to as the “Law Firm”) for contracts with the Law Firm which have as their object the provision of legal advice and information, the provision of legal services (e.g. out-of-court representation of the client or the preparation of contracts and expert opinions) or the representation of the client (hereinafter referred to as “Client”) in judicial or official proceedings (hereinafter referred to as “Mandate” or “Advisory Services”); they also apply to the initiation of contracts and subsequent contracts with the Client.

1. Conclusion of the Mandate

The mandate is concluded by the client’s acceptance of a corresponding offer. The contractual partner of the client is the Law Firm. Unless agreed in writing, there is no entitlement to processing by a specific lawyer or employee of the law firm.

The law firm is obliged to take action at the earliest upon acceptance of the mandate. If the client is entitled to a right of revocation, the law firm is obliged to take action at the earliest upon acceptance of the mandate and after expiry of the right of revocation or before its expiry with an express request by the client.

2. Scope and Subject Matter of the Mandate

Specific advisory services within the scope of a mandate are set out in the respective mandate agreement. In addition, and unless otherwise agreed in writing for the respective mandate,

(i) the advisory service relates exclusively to the law of the Federal Republic of Germany; if individual aspects of the activity relate to foreign law, the Law Firm will at most carry out a plausibility check – however, a suitable foreign law firm can be commissioned for this purpose by written agreement,

(ii) the Law Firm provides its advisory services exclusively to the client; the Law Firm assumes no liability or responsibility towards third parties unless they are included in the scope of protection of the mandate by written agreement,

(iii) the Law Firm shall only be obliged to file an appeal if this has been agreed in writing as part of the mandate,

(iv) the law firm shall assume that the facts stated by the client, in particular figures, are correct; the audit of the accuracy, completeness and correctness of the documents and figures provided, in particular the bookkeeping and balance sheet, is only part of the mandate if this has been agreed in writing.

3. Obligations of the Law Firm

The Law Firm provides its advisory services with the care customary in the industry; it is not responsible for achieving a specific commercial success. In particular, it is obliged to do the following:

a. Legal Examination

The Law Firm carefully examines the client’s case, informs him of the result of the examination and represents his interests legally vis-à-vis third parties within the scope of the respective mandate.

b. Confidentiality

The Law Firm is entitled and obliged to maintain confidentiality in accordance with the statutory provisions. This obligation relates to everything that is entrusted to the Law Firm by the client within the scope of the mandate or otherwise becomes known to the Law Firm (confidential information) and continues to apply after the mandate has ended. The Law Firm undertakes to keep confidential information strictly secret and not to make it accessible to third parties without prior written consent and to use the confidential information only for the provision of the advisory services and the purpose pursued with it.

Information is not confidential information if it (i) was already in the public domain prior to disclosure by the client; (ii) becomes public through no fault of the Law Firm; (iii) was developed by the Law Firm independently and without the use of confidential information of the client; (iv) was disclosed to the Law Firm by a third party without breach of a confidentiality obligation; (v) must be made accessible to third parties due to a statutory, official or court order. If the Law Firm has to make confidential information accessible to third parties due to an official or court order, it will inform the client of this in good time in advance in order to give him the opportunity to pursue his interests in confidentiality.

The duty of confidentiality shall not apply if the client has recourse to legal expenses insurance. Furthermore, the duty of confidentiality shall not apply insofar as the professional code of conduct or other legal provisions permit exceptions or the enforcement of or defense against claims arising from the client relationship or the defense of the Law Firm in its own affairs require disclosure. The duty of confidentiality also does not apply in the context of electronic invoicing (the client consents to this in accordance with § 2 para. 4 lit. a) BORA).

The law firm shall obligate its employees and all other persons involved in its professional activities (e.g. sub-agents) to maintain confidentiality in writing.

c. Custody of Funds

The Law Firm holds monies received on behalf of the client in trust and pays them out to the office designated by the client immediately upon the client’s written request. Other assets, in particular securities and other monetary documents, will be forwarded to the beneficiary without delay.

d. Data Protection and Security

The Law Firm shall comply with the applicable data protection regulations and shall take all reasonable and proportionate precautions against data loss and access by unauthorized third parties to the Client’s data and shall continuously adapt them to the current state of the art.

4. Obligations of the Client

The client undertakes the following for the successful handling of the mandate:

a. Cooperation

The Client shall, without being requested to do so, provide the Law Firm with all documents and information necessary for the execution of the mandate in full and in good time so that the Law Firm has a reasonable processing time available. The same applies to information on all processes and circumstances that may be of significance for the execution of the respective mandate.

b. Comprehensive Information

The Client shall inform the Law Firm fully and truthfully of all facts relating to the mandate and shall provide the Law Firm with all documents and data relating to the mandate in an orderly manner. During the term of the mandate, the Client shall only contact courts, authorities, the opposing party or other parties in consultation with the Law Firm and shall forward to the Law Firm all information received from them during the handling of the mandate.

c. Provision in the Event of Absence and Change of Address

The Client shall inform the Law Firm immediately of any changes to his contact details and shall arrange for a replacement if he is unavailable for more than one week.

d. Careful Review of Communications and Letters from the Law Firm

Der Mandant überprüft die ihm von der Kanzlei übermittelten Nachrichten, Entwürfe und Schreiben sorgfältig darauf, ob die darin enthaltenen Sachverhaltsangaben wahrheitsgemäß und vollständig wiedergegeben sind.

e. Assignment

Rights arising from the mandate relationship may only be assigned with the prior written consent of the Law Firm.

5. Electronic Communication

The Client revocably declares his consent that communication (including the sending of invoices) between him and the Law Firm may take place without restrictions by e-mail. The Client confirms that he is aware that electronic communication by e-mail entails security risks. If the Client does not agree to electronic communication by e-mail and/or wishes to use encryption procedures, he shall inform the Law Firm accordingly. The Law Firm cannot accept any liability for the security of data and information transmitted by e-mail and shall not be liable to the Client for any damages incurred.

The Client is aware that e-mails can be moved to the spam folder even if they originate from reputable senders. He therefore also regularly checks this folder for incoming e-mails and adjusts the settings of his e-mail program.

6. Payment Obligation of the Client

a. Remuneration

The mandate is invoiced in accordance with the remuneration or fee agreement with the Law Firm. If no remuneration or fee is agreed, it is based on the German Lawyers’ Fees Act (RVG). With the exception of criminal matters or certain social law matters, the fees incurred for the Law Firm’s work in accordance with the RVG are based on the value of the mandate.

If lower fees than those provided for in the RVG are agreed in extrajudicial matters, such an agreement shall only be binding if it has been concluded at least in text form.

The Client is obliged to make a reasonable advance payment at the request of the Law Firm and to settle the Law Firm’s claims for payment in full after completion of the assignment or termination of the mandate; this applies irrespective of whether the Client is entitled to payment or reimbursement claims against a legal expenses insurance, the other party or third parties in this context.

b. Reimbursement of Costs

The Client is informed that in labor court disputes out of court and in the first instance, there is no entitlement to reimbursement of legal fees or other costs against the opposing party; in such proceedings, each party bears its own costs regardless of the outcome. This also applies in principle to costs in voluntary jurisdiction proceedings.

c. Assignment by way of security

In order to secure the Law Firm’s claims for payment against the Client, the Client assigns to the Law Firm accepting this assignment all existing claims for payment in the amount of the fee claim against the opposing party, the court cashier, his legal expenses insurance or other third parties liable for reimbursement, with the authorization to notify the party liable for reimbursement of the assignment on behalf of the Client.

7. Legal Expenses Insurance

a. If the Client wishes to make use of a legal expenses insurance maintained by him and instructs the Law Firm to make use of insurance benefits, the Law Firm is irrevocably released from its confidentiality obligation.

b. The Client is informed that a business fee in accordance with VV 2300 RVG from the value of the matter in question will be incurred as a result of the Law Firm obtaining the confirmation of cost coverage. The value in dispute is the expected costs for the matter for which cost coverage is requested. The business fee is not covered by legal expenses insurance.

c. The existence of legal expenses insurance does not lead to any change in the contractual and service relationship between the Client and the Law Firm; the Law Firm provides and invoices its services exclusively for and to the Client, and the Client in turn pays the remuneration owed to the Law Firm. Reimbursement payments received by the Law Firm shall be paid by the Law Firm to the Client immediately, provided that the Client is not in arrears with payments to the lawyers.

d. The Client is informed that an insurance benefit with regard to the remuneration of lawyers generally only covers the statutory minimum fees in accordance with the German Lawyers’ Fees Act (Rechtsanwaltsvergütungsgesetz) less a deductible agreed in the insurance contract and that the insurance benefit does not generally lead to full coverage of the Client’s financial expenses for legal advice and representation.

e. The client agrees that the Law Firm shall, in accordance with Section 86 of the German Insurance Contract Act (VVG) in conjunction with the General Legal Expenses Conditions of the legal expenses insurers, as a rule, pay cost reimbursements directly to the legal expenses insurer to the extent that the legal expenses insurer has paid benefits to the Client.

f. If the Law Firm is also instructed to conduct correspondence with the legal expenses insurance company, the Law Firm is expressly released from the confidentiality obligation in relation to the legal expenses insurance company. In this case, the Client assures that the insurance contract with the legal expenses insurance company continues to exist, that there are no premium arrears and that no other lawyers have been instructed in the same matter.

8. Subauthorized representatives

The Law Firm is entitled to engage other law firms, lawyers and other competent third parties to handle the mandate. If this results in additional costs, the Law Firm is obliged to obtain the Client’s prior consent. Law firms, lawyers and expert third parties consulted shall act under sub-authorization within the scope of the mandate. They are separately bound to secrecy.

9. File Storage

a. File Destruction

The Client is advised that the Law Firm’s case files, with the exception of the costs file and any titles, will be destroyed six years after termination of the mandate (Section 50 (1) sentence 1 BRAO), unless the Client collects these files from the Law Firm beforehand. Otherwise, section 50 para. 2 sentence 2 BRAO applies.

b. File release

At the Client’s request, the Law Firm shall provide the Client with the reference files in digital form within a reasonable period of time, subject to a statutory right of retention. The Law Firm may make and retain copies or photocopies of documents which it returns to the Client.

10. Liability and Limitation

a. Professional Liability Insurance

The Law Firm maintains professional liability insurance (§ 51 BRAO). The statutory minimum sum insured is EUR 1,000,000.00.

If the Client wishes to insure liability in excess of this amount, there is the possibility of additional insurance for each individual case, which can be taken out at the Client’s request and expense. The Law Firm undertakes to expressly point out the possibility of higher insurance cover if the foreseeable risk of damage threatens to exceed the amount of liability. If the Client comes to this conclusion, he is obliged to inform the Law Firm immediately.

b. Limitation

The Client’s claims for damages arising from the client relationship between him and the Law Firm shall be time-barred after two years. The limitation period begins at the end of the calendar year in which the claim arose and the client became aware of the circumstances giving rise to the claim and the identity of the debtor or should have become aware of such knowledge without gross negligence. Irrespective of such knowledge on the part of the Client, however, the limitation period shall expire no later than six years after termination of the mandate. This shall not apply in the case of intentional or grossly negligent acts by the Law Firm or its legal representatives or vicarious agents and for claims for damages based on injury to life, limb, health or freedom.

c. Third Party Liability

The Law Firm is only liable for the careful selection of third parties who are consulted in consultation with the Client, for example for advice on foreign law. The Law Firm shall not be liable for damages caused by deficiencies in the performance of carefully selected third parties.

11. Results of the Law Firm's Activities

a. Insofar as the Law Firm makes available to the Client text samples, drafts, templates or other results of the Law Firm’s activities which have been prepared or edited by the Law Firm, these may only be used by the Client internally and in accordance with the purpose of the consultancy services without the prior written consent of the Law Firm. Under no circumstances shall the Law Firm be liable for any use of or changes to such results of the work to which it has not consented.

b. All results of the consultancy services are only preliminary results, unless they are explicitly designated as final results by the Law Firm. The Law Firm assumes no liability with regard to preliminary results. If the Client makes decisions based on the preliminary results, the Client assumes sole responsibility.

c. The Client undertakes to treat all results of the Law Firm’s work as confidential. Disclosure of the results to third parties (including affiliated companies) who are not party to this mandate agreement is only permitted with the prior written consent of the Law Firm, unless the Client is obliged to disclose them by law or by a court or official order. Without prior written consent, the Law Firm shall not assume any liability to third parties (including affiliated companies) with regard to the results.

d. The Client is entitled to disclose the Results to its advisors, provided that they advise the Client in connection with the Advisory Services and agree that the Results are to be treated as confidential, that the Law Firm accepts no liability to them and that the Results may only be disclosed to third parties (including affiliates) with the Law Firm’s prior written consent.

e. Should the client disclose the results of the Law Firm’s work directly or indirectly to third parties (including affiliated companies) outside the contract without prior written consent, the client shall indemnify the Law Firm against all claims of third parties in connection therewith and compensate the Law Firm for any damage incurred by the Law Firm in connection with the unauthorized disclosure to third parties, including any court and legal costs incurred for legal defense.

12. Term and Termination of the Mandate

The mandate relationship is concluded for an indefinite period. It ends neither through the death or legal incapacity of the client nor through universal succession or dissolution.

The mandate relationship may be terminated by either party at any time with immediate effect – except at an inopportune time; notice of termination must be given in text form.

13.Protection of Intellectual Property

All intellectual property and know-how of the Law Firm existing at the time of the conclusion of the mandate, including its adaptations, modifications and further developments, shall remain with the Law Firm.

14. References

After the provision of the respective consulting service owed and, in the case of ongoing consulting, after one (1) year, the Law Firm is entitled to use the name, logo and type of specific activity for the Client within and outside the Law Firm as a reference, unless the Client expressly objects to this. In this respect, the Client releases the Law Firm from the obligation to maintain confidentiality.

15. Arbitration Board

The Client has been informed under Sec. 36 VSBG that the arbitration board of the legal profession, Rauchstraße 26, 10787 Berlin, www.s-d-r.org, is responsible for disputes arising from the mandate relationship. The Law Firm is generally willing to participate in dispute resolution proceedings at the arbitration board of the legal profession.

For service contracts that are concluded online, there is the possibility of dispute resolution on the online dispute resolution platform (OS platform) of the EU.

16. Final Provisions

a. Place of Jurisdiction

If the Client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, Berlin, Germany is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with the mandate relationship.

b. Applicable Law

These General Terms and Conditions of Mandate, the respective mandate and remuneration or fee agreement as well as all orders placed in accordance with these General Terms and Conditions of Mandate and the mandate and remuneration or fee agreement shall be governed exclusively by German law.

c. Place of Performance

The place of performance is the registered office of the Law Firm, unless another place of performance is agreed in writing.

d. Severability Clause

Should any provision of these terms and conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the parties undertake to agree on a provision that comes as close as possible to the economic content of the invalid provision.

e. Language

The German version of these General Terms and Conditions of Mandate shall prevail.

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