Terms and Conditions

1. Provision of Accurate Information

You agree to:

• Provide complete, accurate, and truthful information about your business and financial activities
• Promptly disclose all relevant facts, transactions, and circumstances that may affect our services
• Inform us immediately of any errors or omissions you discover in work we have performed
• Update us regarding any changes to your business structure, operations, or regulatory status
• Ensure that all documents and records provided to us are genuine and accurate

2. Timely Cooperation

You are responsible for:

• Responding to our requests for information, documents, or clarification within reasonable timeframes
• Providing access to necessary records, systems, and personnel
• Meeting agreed-upon deadlines for document submission
• Participating in scheduled meetings and consultations
• Making timely decisions when our work depends on your input or approval

Note: Delays in providing information or making decisions may affect our ability to meet deadlines and may result in additional fees or extensions of service timelines.

3. Legal and Regulatory Compliance

You warrant and undertake that:

• Your business operates in compliance with all applicable laws and regulations
• You maintain all necessary licenses, permits, and registrations for your business activities
• You comply with tax obligations, filing requirements, and payment deadlines
• You do not engage in illegal activities or use our services for unlawful purposes
• You maintain proper records as required by applicable accounting standards and regulations

4. Confidentiality and Data Security

You agree to:

• Maintain the confidentiality of any proprietary information or methodologies we share with you
• Implement reasonable security measures to protect credentials and access to shared systems
• Notify us immediately of any security breaches or unauthorized access to your accounts
• Comply with our data handling and security protocols

5. Professional Conduct

You agree to:

• Treat our staff and contractors with respect and professionalism
• Refrain from harassment, discrimination, or abusive behavior
• Communicate in a reasonable and constructive manner
• Respect our business hours and response time policies

We reserve the right to terminate our services if client behavior becomes abusive or unprofessional.

1. Professional Service Standards

We commit to providing services with reasonable skill, care, and diligence in accordance with professional accounting standards applicable in Germany. However, we do not guarantee:

• Specific financial outcomes or results from our services
• That our advice will result in tax savings or financial benefits
• Approval from tax authorities or other regulatory bodies
• Prevention of all errors or issues in financial records

2. Disclaimer of Warranties

Our services are provided "as is" without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our services will be uninterrupted, error-free, or that all mistakes will be detected. Professional judgment involves interpretation and may result in different reasonable conclusions.

3. Limitation of Liability

To the maximum extent permitted by law, our total liability for any claims arising from our services shall not exceed the total fees paid by you for the specific service giving rise to the claim during the twelve months immediately preceding the claim.

We shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business opportunities, or goodwill
• Errors resulting from incomplete or inaccurate information provided by you
• Delays or failures caused by circumstances beyond our reasonable control
• Actions or decisions you make based on our advice
• Changes in laws, regulations, or interpretations occurring after our work is completed

4. Third-Party Reliance

Our work product is prepared solely for your use and benefit. Third parties may not rely on our work without our express written consent. We accept no responsibility or liability to third parties who use or rely on our work product.

5. Professional Indemnity Insurance

We maintain professional indemnity insurance as required by German law. Details of our insurance coverage are available upon request.

1. Governing Law

These Terms and Conditions and any disputes arising from them shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without giving effect to any principles of conflicts of law.

2. Jurisdiction and Venue

The courts of Berlin, Germany, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation.

3. Dispute Resolution Process

In the event of any dispute:

• First, contact us in writing describing the nature of the dispute
• We will attempt to resolve the matter through good faith negotiations within 30 days
• If negotiations fail, either party may pursue mediation through a mutually agreed mediator
• If mediation is unsuccessful, either party may pursue legal remedies through the courts

4. Legal and Compliance Obligations

As a professional services firm, we are subject to various legal and regulatory obligations, including:

• Anti-money laundering regulations requiring client identification and verification
• Professional standards and codes of conduct for accountants
• Data protection requirements under GDPR and German data protection law
• Tax advisor regulations and professional ethics rules

We may be required to report certain activities to regulatory authorities or decline to provide services in specific circumstances to maintain compliance with these obligations.

1. Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.

2. Entire Agreement

These Terms and Conditions, together with any service agreements, engagement letters, and our Privacy Policy, constitute the entire agreement between you and Keystone Cipher concerning the subject matter herein and supersede all prior agreements, understandings, and communications, whether written or oral.

3. Amendments and Modifications

We reserve the right to modify these Terms and Conditions at any time. Changes will be effective upon posting to our website. Continued use of our services after such changes constitutes acceptance of the modified terms. For existing service agreements, material changes will be communicated to you with reasonable notice.

4. No Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

5. Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms and Conditions without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or sale of substantially all of our assets, provided the successor agrees to be bound by these terms.

6. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, government actions, or failures of third-party services or infrastructure.

7. Survival

Provisions of these Terms and Conditions that by their nature should survive termination shall survive, including but not limited to confidentiality obligations, limitation of liability, indemnification, and dispute resolution provisions.