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General Terms and Conditions of kallan Rechtsanwaltsgesellschaft mbH
| 1. | Scope of Application |
| 1.1 | These General Terms and Conditions apply to all agreements between kallan Rechtsanwaltsgesellschaft mbH ("kallan") and its principals ("clients") regarding legal advice, representation and the management of another's affairs, including litigation and other assignments ("mandate" or "mandates"), unless the parties have expressly agreed otherwise in writing, or this is required by law. |
| 1.2 | These General Terms and Conditions also apply to all other assignments conferred by the client at the same time or in the future unless the parties agree otherwise in writing. |
| 1.3 | Any terms and conditions of the client conflicting with or deviating from these General Terms and Conditions will not be recognised unless kallan expressly agrees to their application. |
| 2. | Scope and Performance of the Mandate |
| 2.1 | The subject matter of each mandate is the service agreed and not a particular (economic) success. The subject matter of each mandate depends on the specific instructions given by the client in an individual case. Mandate instructions can be given orally, in writing or by email. A mandate relationship only comes into effect on kallan's acceptance of a client's instructions. |
| 2.2 | If a mandate requires kallan to provide written results, only the written explanation is decisive. Verbal statements and information provided beyond a specific mandate are always non-binding. |
| 2.3 | All services provided by kallan under these General Terms and Conditions are provided exclusively towards the client. kallan will only be liable to third parties if in an individual case at the client's request kallan expressly undertakes in writing to be liable in that regard. |
| 2.4 | Disclosure to third parties of kallan's professional statements (reports, expert opinions, legal documents, contracts, etc.) requires its prior written consent unless consent to disclose the statement to a specific third party results as such from the content of the given mandate. |
| 2.5 | Each mandate will be performed in accordance with the principles of proper professional practice. kallan may make use of employees, third party experts and data processing companies to perform the mandate. |
| 2.6 | The mandate will be performed solely on the basis of the laws of the Federal Republic of Germany and does not include tax advice. The client must commission its own clarification of any tax consequences using its own third party experts (e.g. tax consultants, auditors) and notify kallan immediately of any resulting requirements. If the mandate involves foreign law, kallan will notify the client in good time. Consideration of foreign law requires an express written agreement. For these purposes, EU law is not considered foreign law. |
| 2.7 | If the involvement of third parties is necessary or useful or desired by the Client in order to provide advice in legal questions under German or foreign law, the third party will act directly as a contractor for the client if kallan and the client do not expressly agree otherwise in writing. If and to the extent the client expressly desires that a third party acts as subcontractor of kallan the client is aware and agrees as of the date of the assignment of the third party (a) that kallan is only liable for the careful selection and instruction of the third party and that any further liability for the third party is excluded and (b) that kallan's insurance covers only kallan's liability as set forth in lit. (a). |
| 2.8 | kallan is not obliged to advise the client with regard to changes in the law and resulting consequences after giving a final professional statement. |
| 3. | Cooperation of kallan and the Client During the Mandate |
| 3.1 | kallan will inform the client of the information which it requires to perform the mandate and advise the client of the documents and information kallan considers necessary. |
| 3.2 | The client will support kallan in the performance of the specific mandate and provide kallan in good time with all information and documents necessary or relevant for the performance of the mandate, without special request by kallan. |
| 3.3 | In addition, the client must promptly notify kallan of any further events and circumstances that may be relevant to the performance of the mandate. This also applies to documents, events and circumstances which become known only after kallan has begun to perform the mandate. |
| 3.4 | kallan is entitled to assume that the facts provided by the client, in particular numerical information, are correct and complete, when advising on individual questions and in the provision of ongoing advisory services. This does not apply where an examination of facts and figures is expressly required in the mandate. However, kallan is obliged to inform the client of any errors discovered in the course of dealing with a mandate. |
| 3.5 | The client will provide kallan with written powers of attorney for submission to authorities, courts and other third parties. A power of attorney granted to kallan may only be revoked in writing. |
| 4. | Remuneration, Reimbursement, Assignment and Set-off |
| 4.1 | kallan will be remunerated in accordance with a separate remuneration agreement concluded between kallan and the client. If a remuneration agreement is not concluded, kallan will charge in accordance with the terms of the Law on the Remuneration of Attorneys (RVG). |
| 4.2 | In addition to the agreed or statutory remuneration/fees, the client will reimburse kallan for expenses incurred in connection with the handling of the mandate. Travel expenses (overnight stay, flight, train, rental car, etc.) will be invoiced in the amount actually incurred. As an expense allowance for costs other than travel expenses, in particular fees for telecommunication, postal and courier services as well as costs for copies and for the use of external databases and software applied in support of the processing of the mandate, e.g. Juris, Beck-Online, DeepL and ChatGPT Plus, an amount corresponding to 5% of the net remuneration settled in each case, but at least an amount of EUR 50, unless otherwise agreed in the remuneration agreement. VAT will be added as applicable. |
| 4.3 | Multiple clients in the same matter are jointly and severally liable for remuneration and expenses under clauses 4.1 and 4.2. |
| 4.4 | kallan may require reasonable advances for remuneration and expenses. If the requested advances are not paid, kallan may, after giving prior notice, cease further performance until the advances have been received, as long as this is not done at an inopportune moment. |
| 4.5 | Unless otherwise agreed in the remuneration agreement, invoices made by kallan are due for payment within 10 days after the date of the invoice. |
| 4.6 | If a client makes part payments and/or if a client is obliged to remunerate kallan for multiple mandates and the payment made by the client is insufficient to settle all remuneration claims, payments received will be credited first to costs, then to interest and finally to the principal service. In crediting payments to the principal service, the order specified in Section 366 para. 2 of the German Civil Code (BGB) applies. Repayment provisions of the client deviating from the above will have no effect. |
| 4.7 | To secure the claims of kallan arising from the performance of the mandate, the client hereby assigns to kallan any claims to reimbursement from the opposing party, legal costs insurance or other third parties for the amount of the outstanding claim. kallan hereby accepts this assignment. |
| 4.8 | The client's attention is drawn to the fact that in disputes within the jurisdiction of the labour courts both in out of court and first instance matters no claim can be made for reimbursement of attorney fees or other costs. In such proceedings, each party bears its own costs, regardless of the outcome. The same applies, in principle, to costs incurred in non-contentious proceedings. |
| 4.9 | At the client's request, kallan must release securities of its own choosing if the value of the claims assigned exceeds kallan's total claims by more than 20%. |
| 4.10 | kallan is entitled to set off incoming cost reimbursements and other payments due to the client against kallan's outstanding remuneration and reimbursement claims, including costs and interest already incurred or services not yet billed. |
| 4.11 | kallan is entitled to draw on cost reimbursements and any other items and amounts received, without the restrictions of Section 181 of the German Civil Code (BGB). |
| 4.12 | Set-off against kallan's claims for remuneration and reimbursement of expenses is permitted only where the client's claims are uncontested or have been determined by binding judgment. |
| 5. | Liability |
| 5.1 | kallan's liability for claims arising out of the mandate relationship between kallan and the client is limited to EUR 10,000,000 in the case of ordinary negligence for each single event of damage (clause 5.4), unless kallan and the client have agreed otherwise in writing. |
| 5.2 | The limitation of liability in clause 5.1 does not apply to damage resulting from injury to life, body or health due to an intentional or negligent breach of duty by kallan, its legal representative or vicarious agent and/or for other damage arising from an intentional or grossly negligent breach of duty by kallan, its legal representative or vicarious agent. |
| 5.3 | If in an individual case a client wishes to increase the maximum liability amount specified in clause 5.1, kallan may, at the client’s express request, obtain correspondingly higher insurance cover, either in the individual case or in general. The client must reimburse separately any resulting increase in insurance premiums. |
| 5.4 | It is considered a single event of damage where uniform damage results from multiple breaches of duty. A single event of damage includes all consequences of a breach of duty whether damage occurs in a single year or in several consecutive years. All breaches of duty occurring within the framework of a single mandate, whether due to the fault of the attorney or an auxiliary used by him, are considered a single event of damage. |
| 6. | Limitation Period |
| Damages claims against kallan become time-barred 24 months after the statutory limitation period commences. This does not apply to claims resulting from injury to life, body or health, for claims due to damage caused intentionally or through gross negligence, for claims due to damage resulting from the fraudulent concealment of defects or tortious acts, and in case kallan has assumed a guarantee. Claims under the preceding sentence become time-barred upon expiry of the statutory limitation periods. | |
| 7. | Confidentiality and Data Protection |
| 7.1 | In accordance with professional rules, kallan is bound to observe confidentiality. This obligation of confidentiality applies to everything that a client entrusts to kallan or becomes known to kallan within the scope of the mandate. In this respect, kallan has a right to refuse to testify. |
| 7.2 | Towards third parties, kallan may comment on the existence of a mandate and provide information regarding the mandate only to the extent provided for in clauses 7.4 and 7.5 or as required by law, or where the client has released kallan from the non-disclosure obligation. |
| 7.3 | If a client specifies other service providers (e.g. other domestic or foreign lawyers, tax consultants, accountants, banks, surveyors) or other third parties with whom kallan shall coordinate, then kallan in its dealings with those service providers or other third parties is released from its duty of confidentiality to the extent necessary to perform the relevant mandate. |
| 7.4 | In relation to personal data collected in connection with a mandate or otherwise recorded in connection with the preparation or the administrative handling of a mandate, kallan is the body responsible for the conduct of data processing within the meaning of the Data Protection Act. kallan processes personal data within the framework of its administration and the performance of mandates and in the context of measures taken before acceptance of the mandate. The processing of personal data is also carried out in order to comply with legal obligations, in particular laws governing the legal profession and anti-money laundering rules. |
| 7.5 | The client authorises kallan to transfer personal data for the purposes stated in clause 7.4 and for compliance with anti-money laundering legislation, where necessary, to third countries (i.e. countries outside the EU / EEA). Personal data of representatives and beneficial owners are also collected, stored, processed and used for the same purposes. The client must ensure that these persons agree to treatment of this kind. kallan will provide information on the handling of personal data or the extent of the personal data collected, stored or processed upon the client's request. |
| 7.6 | Further information on how we process personal data in connection with a mandate and the client’s rights can be found on our website “www.kallan-legal.de” under the tab ”Privacy Policy” at the bottom of the page. |
| 8. | Correspondence and Surrender of Documents |
| 8.1 | kallan and the client will mainly correspond by email for the purposes of speed and simplicity. In addition, documents will also be sent by post if a client expressly requests this. |
| 8.2 | Emails are subject to transport encryption if kallan's and the client's email server are compatible in this respect. However, the content of emails will not be encrypted (end-to-end), unless the parties expressly agree otherwise when kallan is instructed with the mandate. The client is aware of the fact that the sending of unencrypted emails involves a risk that third parties may obtain knowledge of the data transmitted. The client expressly agrees to this and exempts kallan from any liability in this respect. |
| 8.3 | Throughout the entire correspondence, kallan may assume that the communication data provided by the client are correct, in particular email addresses, telephone and fax numbers. kallan has no obligation to verify the communication data. |
| 8.4 | Unless the parties agree otherwise in an individual case, all communications from kallan, including its professional statements (reports, expert opinions, pleadings, contracts, etc.) will be in German. |
| 8.5 | kallan is entitled to refuse the surrender of documents (including documents which the client or third parties provided to kallan in the context of the performance of the mandate) until all kallan's claims for remuneration have been paid. |
| 9. | Termination |
| The termination of a mandate by the client is possible at any time. kallan may only terminate the mandate if this does not take place at an inopportune moment, unless a continuation of the mandate is or becomes unreasonable for kallan or becomes prohibited under professional rules. | |
| 10. | Information obligation according to § 36 Consumer Dispute Resolution Act (VSBG) |
| 10.1 | If the client is a consumer according to Section 13 of the German Civil Code (BGB), kallan is generally willing to take part in alternative dispute resolution procedures at the Lawyers' Mediation Board (Section 191f of the German Federal Lawyers’ Act, BRAO) at the German Federal Bar Association (Schlichtungsstelle der Rechtsanwaltschaft). |
| 10.2 | Responsible alternative dispute resolution entity: Responsible for proprietary disputes arising from the mandate relationship between kallan and the client is the Lawyers' Mediation Board (Section 191f of the German Federal Lawyers’ Act, BRAO) at the German Federal Bar Association (Schlichtungsstelle der Rechtsanwaltschaft), Rauchstraße 26, 10787 Berlin, www.s-d-r.org. |
| 11. | Governing Law, Place of Jurisdiction, Binding Version |
| 11.1 | All contractual relations between kallan and its clients are governed exclusively by the laws of the Federal Republic of Germany. |
| 11.2 | Exclusive place of jurisdiction for all disputes arising directly or indirectly from a mandate is Berlin. |
| 11.3 | The German version of these General Terms and Conditions is legally binding; the English version is only for translation purposes. |
| 11.4 | Any legal invalidity of a provision of these General Terms and Conditions does not affect the legal validity of the remaining provisions. |