1. SCOPE OF APPLICATION

1.1. The Terms and Conditions for Contracts shall apply to all activities and judicial/administrative and extrajudicial representation undertaken in the course of a contractual relationship (hereinafter referred to as the ‘mandate’) between the lawyer (hereinafter referred to as ‘lawyer’) and the client.

1.2. The Terms and Conditions for Contracts shall also apply to subsequent new mandates, unless otherwise agreed in writing.

2. MANDATE AND POWER OF ATTORNEY

2.1. The lawyer is entitled and obliged to represent the client to the extent necessary and expedient for the fulfilment of the mandate. If the legal situation changes after the end of the mandate, the lawyer is not obliged to inform the client of any changes or the consequences thereof.

2.2. Upon request, the client shall sign a written power of attorney for the lawyer. This power of attorney may be directed at the performance of individual, precisely defined or all possible legal transactions or legal acts.

2.3. The lawyer is granted power of attorney by issuing the mandate (pursuant to Section 30(2) of the Austrian Code of Civil Procedure (ZPO), Section 8 of the Lawyers’ Code (RAO), Section 10 of the General Administrative Procedure Act (AVG) and Section 77(1) of the Austrian Condominium Act (GBG).

3. PRINCIPLES OF REPRESENTATION

3.1. The lawyer shall conduct the representation entrusted to him in accordance with the law and shall represent the rights and interests of the client towards all parties with diligence, loyalty, and conscientiousness.

3.2. The lawyer is generally entitled to perform his services at his own discretion and to take all necessary steps, in particular to use means of attack and defense in any manner, provided that this does not conflict with the client’s instructions, his conscience, or the law.

3.3. If the client issues an instruction to the lawyer that is incompatible with the principles of proper professional conduct based on the law or other professional regulations (e.g. the “Guidelines for the Practice of the Legal Profession” [RL-BA 2015] or the case law of the appellate and disciplinary panels for lawyers and trainee lawyers at the Supreme Court and the former Supreme Appellate and Disciplinary Commission for Lawyers and Trainee Lawyers [OBDK]), the lawyer must refuse to follow such instruction. If, in the lawyer’s opinion, an instruction is inappropriate or even detrimental to the client, the lawyer must inform the client of the potential adverse consequences before carrying it out.

3.4. In cases of imminent danger, the lawyer is entitled to take or refrain from taking an action that is not expressly covered by the given mandate or that contradicts a given instruction, if this appears to be urgently required in the best interest of the client.

4. CLIENT’S OBLIGATIONS TO PROVIDE INFORMATION AND TO COOPERATE

4.1. After the mandate has been granted, the client is obligated to immediately provide the lawyer with all information and facts that could be relevant to the execution of the mandate, as well as to make all necessary documents and evidence available. The lawyer is entitled to assume the accuracy of the information, facts, documents, records, and evidence, unless their inaccuracy is obvious.

The lawyer shall, through targeted questioning of the client and/or other appropriate means, ensure the completeness and accuracy of the facts. With regard to the accuracy of additional information, the second sentence of section 4.1 shall apply accordingly.

4.2. While the mandate is in effect, the client is obligated to immediately inform the lawyer of any changed or newly arising circumstances that could be relevant to the execution of the mandate as soon as they become known.

4.3. If the lawyer is acting as the drafter of a contract, the client is obligated to provide the lawyer with all necessary information required for the self-assessment of real estate transfer tax, registration fee, and capital gains tax on real estate. If the lawyer carries out the self-assessments based on the information provided by the client, the lawyer shall, in any case, be released from any liability towards the client. Conversely, the client is obligated to indemnify and hold the lawyer harmless in the event of financial disadvantages arising from the inaccuracy of the information provided by the client.

5. OBLIGATION OF CONFIDENTIALITY, CONFLICT OF INTEREST

5.1. The lawyer is obligated to maintain confidentiality regarding all matters entrusted to him and all facts that have become known to him in his professional capacity, the secrecy of which is in the interest of the client.

5.2. The lawyer is entitled to assign the handling of matters to employees within the framework of applicable laws and guidelines, provided that such employees have demonstrably been instructed about their duty of confidentiality.

5.3. The lawyer is released from the duty of confidentiality only to the extent necessary to pursue his own claims (in particular claims for legal fees) or to defend against claims brought against him (in particular claims for damages by the client or third parties).

5.4. The client is aware that the lawyer is, in some cases, legally obligated to provide information or reports to authorities without obtaining the client’s consent; in particular, reference is made to the provisions on anti-money laundering and counter-terrorist financing as well as to tax law regulations (e.g. the Account Register and Account Inspection Act, GMSG/ Common Reporting Standard [CRS], etc.).

5.5. The client may release the lawyer from the duty of confidentiality at any time. However, such a release does not exempt the lawyer from the obligation to assess whether disclosing information serves the client’s interests. If the lawyer is acting as a mediator, he must invoke his right to confidentiality even if released from the duty of confidentiality.

5.6. The lawyer must assess whether carrying out a mandate poses a risk of a conflict of interest within the meaning of the provisions of the Lawyers’ Code (Rechtsanwaltsordnung).

6. THE LAWYER’S OBLIGATION TO INFORM THE CLIENT

The lawyer shall inform the client, either orally or in writing, to a reasonable extent about the actions taken in connection with the mandate.

7. SUB-AUTHORISATION AND SUBSTITUTION

The lawyer may be represented by a trainee lawyer employed by him or by another lawyer or that lawyer’s authorized trainee lawyer (sub-authorization). In the event of being prevented from acting, the lawyer may delegate the mandate or individual actions to another lawyer (substitution).

8. FEES AND COSTS

8.1. Unless otherwise agreed, the lawyer is entitled to a reasonable fee.

8.2. Even if a flat fee or hourly fee has been agreed upon, the lawyer is entitled to at least the amount of cost reimbursement awarded from the opposing party exceeding this fee, as far as it can be collected; otherwise, the agreed flat or hourly fee applies.

8.3. If the client or someone in the client’s sphere sends the lawyer an email for information purposes, the lawyer is not obliged to read it without explicit instruction. If the lawyer reads the email, he is entitled to compensation in accordance with an express agreement for comparable services or pursuant to the Lawyers’ Tariff Act (RATG) or the General Fee Schedule (AHK).

8.4. To the fee due to or agreed with the lawyer, value-added tax at the statutory rate, necessary and reasonable expenses (e.g., for travel costs, telephone, fax, copies), as well as out-of-pocket expenses paid on behalf of the client (e.g., court fees), shall be added.

8.5. The client acknowledges that any estimate made by the lawyer, which is not expressly stated to be binding, regarding the likely amount of fees to be incurred is non-binding and should not be regarded as a binding cost estimate within the meaning of Section 5(2) of the Austrian Consumer Protection Act (KSchG), since the scope of services to be provided by the lawyer cannot reliably be assessed in advance by nature.

8.6. The effort for invoicing and preparing fee notes will not be charged to the client. However, this does not apply to the effort incurred due to the translation of service descriptions into a language other than German at the client’s request. Unless otherwise agreed, the effort for letters requested by the client addressed to the client’s auditor, which e.g. state the status of pending cases, a risk assessment for provisions, and/or the status of outstanding fees as of the balance sheet date, will be charged.

8.7. The lawyer is entitled at any time, but at least quarterly, to issue invoices and demand fee advances.

8.8. If the client is an entrepreneur, an invoice properly itemized and transmitted to the client shall be deemed approved if the client does not object in writing within one month (the date of receipt by the lawyer is decisive) from receipt.

8.9. If the client is in default of payment of the whole or part of the fee, he shall pay default interest to the lawyer at the statutory rate of 4%. If the client is responsible for the delay, the statutory interest rate is 9.2 percentage points above the respective base rate, and the client shall also compensate the lawyer for any additional actual damages incurred. Further statutory claims (e.g., Section 1333 of the Austrian Civil Code [ABGB]) remain unaffected.

8.10. All court and official costs (out-of-pocket expenses) and expenses incurred in fulfilling the mandate (e.g., for purchased external services) may—at the lawyer’s discretion—be forwarded to the client for direct payment.

8.11. When a mandate is issued by several clients in one legal matter, they shall be jointly and severally liable for all claims arising from this relationship with the lawyer.

8.12. The client’s claims for cost reimbursement against the opposing party are hereby assigned to the lawyer up to the amount of the lawyer’s fee claim upon their arising. The lawyer is entitled to notify the opposing party of the assignment at any time.

9. THE LAWYER’S LIABILITY

9.1. The lawyer is liable exclusively for intentional or grossly negligent breaches of the obligations assumed by him.

9.2. The lawyer’s liability for faulty advice or representation is limited to the insurance coverage available for the specific case of damage but is at least equal to the insurance amount specified in § 21a of the Lawyers’ Code (RAO) as currently in force. This is currently EUR 400,000 (in words: four hundred thousand euros) and, for law firms organized as limited liability companies, EUR 2,400,000 (in words: two million four hundred thousand euros). This limitation of liability applies only in cases of slight negligence if the client is a consumer.

9.3. The maximum amount applicable under section 9.1 includes all claims against the lawyer due to faulty advice and/or representation, including claims for damages and reduction of fees. This maximum amount does not cover claims by the client for the refund of fees paid to the lawyer. Any deductibles do not reduce the liability. The maximum amount under section 9.1 applies per insurance claim. In the case of two or more competing injured parties (clients), the maximum amount shall be reduced for each individual injured party in proportion to the amount of their claims.

9.4. If a law firm is commissioned, the liability limitations under sections 9.2 and 9.3 also apply in favor of all lawyers working for the firm (as shareholders, managing directors, employed lawyers, or in any other capacity).

9.5. The lawyer is liable for third parties (in particular external experts) commissioned with individual partial services in the course of performance only in case of negligent selection, provided the client is aware of such third parties. These third parties are neither employees nor shareholders of the lawyer.

9.6. The lawyer is liable only to his client, not to third parties. The client is obliged to expressly inform third parties who come into contact with the lawyer’s services due to the client’s involvement of this circumstance.

9.7. The lawyer is liable for knowledge of foreign law only if agreed in writing or if he has undertaken to examine foreign law. EU law is never considered foreign law, but the law of the Member States is.

10. LAPSE/PRECLUSIVE PERIOD

Unless a shorter statutory limitation or forfeiture period applies, all claims (except warranty claims if the client is a consumer within the meaning of the Austrian Consumer Protection Act [KSchG] against the lawyer shall expire if not brought before a court by the client within six months (if the client is an entrepreneur under the Austrian Consumer Protection Act [KSchG]) or within one year (if the client is a consumer under the Austrian Consumer Protection Act [KSchG]) from the time the client became aware of the damage and the identity of the injuring party or the event giving rise to the claim, but no later than three years after the damaging (claim-entitling) conduct (breach).

11. CLIENT’S LEGAL EXPENSES INSURANCE

11.1. Where the client holds legal expenses insurance, they are obliged to notify the lawyer without undue delay and to submit the relevant documents, insofar as available.

Irrespective thereof, the lawyer is also required to independently ascertain whether such insurance exists, determine the scope of coverage, and apply for legal expenses coverage.

11.2. The notification of legal expenses insurance by the client and the lawyer’s application for coverage shall not affect the lawyer’s claim to remuneration from the client and shall not be deemed consent to accept the amount provided by the legal expenses insurer as full and final payment of fees.

11.3. The lawyer is under no obligation to collect the fees directly from the legal expenses insurer and may request full remuneration from the client.

12. TERMINATION OF THE MANDATE

12.1. The mandate may be terminated at any time by either the lawyer or the client without notice and without stating reasons. The lawyer’s entitlement to fees remains unaffected by such termination.

12.2. In the event of termination by either the client or the lawyer, the lawyer shall continue to represent the client for a period of 14 days to the extent necessary to prevent legal disadvantages to the client. This obligation does not apply if the client expressly revokes the mandate and states that no further legal services are desired.

12.3. Unless terminated by either the client or the lawyer in accordance with Section 12 of these Terms and Conditions for Contracts, the mandate shall be deemed granted for an indefinite period.

13. OBLIGATION TO SURRENDER

13.1. Upon termination of the engagement, the lawyer shall, upon the client’s request, return original documents to the client. The lawyer is entitled to retain copies of such documents.

13.2. If the client, after termination of the mandate, requests copies of documents that were already provided to them during the course of the engagement, the client shall bear the associated costs.

13.3. The lawyer is obligated to retain the case files for a period of five years following the termination of the mandate and, upon request, to provide copies to the client during this time. The provisions of Section 13.2 regarding cost reimbursement shall apply. If statutory retention periods longer than five years apply, such periods shall take precedence. The client agrees that the files (including original documents) may be destroyed after the expiration of the retention period.

14. CHOICE OF LAW AND JURISDICTION

14.1. These Terms and Conditions for Contracts and the contractual relationship governed thereby are subject to substantive Austrian law, excluding its conflict of law rules.

14.2. For legal disputes arising out of or in connection with the contractual relationship governed by these Terms and Conditions for Contracts — including disputes concerning its validity — the exclusive jurisdiction of the competent court in Vienna is agreed. In relation to clients who are consumers within the meaning of the Austrian Consumer Protection Act (KSchG), the jurisdiction rules of Section 14 KSchG shall apply.

14.3. However, the lawyer shall also be entitled to assert claims against the client before any other court, in Austria or abroad, in whose district the client has their registered office, residence, branch office, or assets.

15. FINAL PROVISIONS

15.1. Any amendments or supplements to these Terms and Conditions for Contracts must be made in writing in order to be valid.

15.2. Communications from the lawyer to the client shall be deemed received if sent to the address provided by the client at the time of engagement or to any subsequently notified amended address communicated in writing. Unless otherwise agreed, the lawyer may correspond with the client in any manner deemed appropriate, including by email using the email address provided by the client for communication purposes. If the client sends emails to the lawyer from other email addresses, the lawyer is entitled to respond via those addresses as well. Unless expressly stated otherwise, any declarations required to be made in writing under these Terms and Conditions for Contracts may also be made by fax or email.

Unless the client has given different written instructions, the lawyer is entitled to conduct email correspondence with the client in unencrypted form. The client confirms that they have been informed of the risks associated with this method of communication (in particular, risks regarding access, confidentiality, and alteration of messages during transmission), as well as the option to use TrustNetz, and consents to unencrypted email communication in full awareness of these risks.

15.3. The client expressly agrees that the lawyer may process, transfer, or transmit personal data concerning the client and/or their business (within the meaning of applicable data protection laws), to the extent necessary and appropriate for the fulfilment of the tasks assigned by the client, or where required by statutory or professional obligations (e.g. participation in electronic legal communication systems).

15.4. The invalidity of any provision of these Terms and Conditions for Contracts or of the contractual relationship governed by them shall not affect the validity of the remaining provisions. The contracting parties undertake to replace any invalid provision with a valid one that most closely reflects the intended economic purpose of the invalid provision.