Terms &
Conditions

1. General provisions
1.1 TOMORROW IN PROGRESS FlexCo (hereinafter referred to as “TOMORROW IN PROGRESS”) provides all consulting services exclusively on the basis of these General Terms and Conditions (GTC) as well as the written individual offer prepared by TOMORROW IN PROGRESS.
1.2 These GTC shall also apply to all future contractual relationships, even if not explicitly referred to in an individual offer.
1.3 Deviating terms and conditions of the client shall only apply if TOMORROW IN PROGRESS has expressly agreed to them in writing.
1.4 Any amendments or additions to these GTC must be made in writing to be legally valid. Oral side agreements or declarations shall only be binding if confirmed in writing by TOMORROW IN PROGRESS.

2. Scope of consulting services, conclusion of contract
2.1 The scope of consulting services is defined exclusively by the written offer of TOMORROW IN PROGRESS.
2.2 Unless otherwise stated in the offer, offers remain valid for a period of four weeks.
2.3 By accepting the offer, the client acknowledges that the consulting services may include recommendations. TOMORROW IN PROGRESS, however, assumes no liability for the implementation of such recommendations or for any decisions made as a result thereof.
2.4 The contract is concluded upon acceptance of the offer. Acceptance occurs upon receipt of the signed order confirmation by the provider.

3. Obligations of the client to cooperate
3.1 The client undertakes to provide TOMORROW IN PROGRESS with all necessary information and data completely, accurately, and in a timely manner, without specific request, and to furnish correct information. This also applies to relevant information that becomes known during the course of the consulting engagement.
3.2 An open and trusting relationship is required; therefore, the client shall inform TOMORROW IN PROGRESS comprehensively about any previous and/or ongoing consulting engagements related to the planned services.
3.3 The client confirms that the prerequisites stated in the offer are complete and accurate.
3.4 The client shall make all decisions necessary for the provision of consulting services in a timely manner and shall obtain any required internal approvals (e.g. from group management, supervisory board, works council).
3.5 The client shall, among other things, be responsible for: a. the performance of all management functions and decisions, b. the designation of a competent member of management to oversee the consulting services, c. the assessment of the adequacy and results of the services, and d. the acceptance of responsibility for the results of the services as well as the maintenance of internal control systems, including those relating to the services provided by TOMORROW IN PROGRESS.
3.6 If the consulting engagement requires execution on the client’s premises, the client shall provide the necessary office infrastructure free of charge and ensure the organizational conditions required for an undisturbed performance of services.
3.7 If the client fails to comply with its obligations to cooperate, or if circumstances arise beyond the control of TOMORROW IN PROGRESS that impair service performance, agreed schedules shall be adjusted accordingly. TOMORROW IN PROGRESS shall also be entitled to charge the client for any additional costs incurred (e.g. staff standby times).

4. Execution of consulting services
4.1 TOMORROW IN PROGRESS undertakes to perform the consulting services specified in the offer but does not assume any liability for achieving a specific economic result.
4.2 TOMORROW IN PROGRESS may rely on the information and documents provided by the client as being correct and complete, unless expressly agreed otherwise. There is no obligation to verify the accuracy of such information.
4.3 TOMORROW IN PROGRESS will endeavour to comply with the client’s wishes regarding staff assignments but reserves the right to deploy and reassign personnel at its own discretion in order to ensure efficient service delivery.
4.4 TOMORROW IN PROGRESS shall be entitled to have the agreed services performed in whole or in part by qualified cooperation partners or third parties.
4.5 TOMORROW IN PROGRESS shall not be responsible for project delays caused by circumstances beyond its control (e.g. force majeure, delays on the part of the client). In such cases, TOMORROW IN PROGRESS may request an adjustment of the schedule or additional compensation for extra effort incurred.

5. Rights of use, intellectual property protection, confidentiality
5.1 All documents provided by TOMORROW IN PROGRESS, whether in paper or electronic form, remain the intellectual property of TOMORROW IN PROGRESS. The client acknowledges the exclusive rights to these documents, regardless of whether they are protected under copyright, trademark, or competition law.
5.2 The client may use the provided documents solely for the business purposes agreed upon in the contract. The client is not permitted to modify the documents.
5.3 Without the prior written consent of TOMORROW IN PROGRESS, the client is prohibited from disclosing, publishing, quoting, or otherwise referring to the documents, in whole or in part, to third parties. An exception applies only where legal obligations or regulatory requirements mandate such disclosure.
5.4 TOMORROW IN PROGRESS accepts no liability for damages arising from a breach of clauses 5.2 or 5.3.
5.5 The client and TOMORROW IN PROGRESS mutually undertake to maintain strict confidentiality regarding all information exchanged within the scope of the contract. This obligation shall continue to apply after the termination of the contract unless a legal obligation to disclose exists or the client has expressly released TOMORROW IN PROGRESS from this duty.
5.6 The confidentiality obligation applies to TOMORROW IN PROGRESS, its employees, and all engaged partners. Reports or expert opinions shall only be disclosed to third parties with the express consent of the client.

6. Fees
6.1 The fee payable to TOMORROW IN PROGRESS shall be determined by the nature and scope of the agreed services and is specified in the offer issued by TOMORROW IN PROGRESS. In the absence of an explicit agreement, a reasonable fee shall be deemed owed.
6.2 Any travel expenses incurred by employees of TOMORROW IN PROGRESS as well as cash expenditures shall be invoiced separately.
6.3 Unless otherwise agreed, invoicing shall be carried out on a project basis.
6.4 Invoices are payable immediately upon receipt, without any deduction.
6.5 Any objections to invoices must be made in writing within seven days of receipt. If no objections are raised within this period, the invoice shall be deemed accepted.
6.6 In the event of payment default, TOMORROW IN PROGRESS shall be entitled to charge default interest at a rate of 9.2% above the base interest rate (pursuant to §456 of the Austrian Commercial Code – UGB). In addition, TOMORROW IN PROGRESS may temporarily suspend ongoing services and, after an unsuccessful reminder, withdraw from the contract. The client shall bear all incurred reminder and collection fees as well as legal enforcement costs.
6.7 In the event of non-payment of due invoices, TOMORROW IN PROGRESS reserves the right to withdraw from the contract and to claim payment for services already rendered and all related expenses incurred.

7. Termination
7.1 The contract may be terminated by either party in writing with 30 days’ notice to the end of a month, unless otherwise agreed (e.g., in the case of separate projects or project components).
7.2 TOMORROW IN PROGRESS reserves the right to terminate the business relationship with immediate effect in writing if it becomes apparent that continuing the engagement would be unlawful due to legal changes, new case law, or other circumstances — in particular, if continuation would violate independence requirements or professional conduct standards.

8. Data protection
8.1 TOMORROW IN PROGRESS is the data controller within the meaning of the General Data Protection Regulation (“GDPR”) with respect to all personal data processed in the course of the engagement. TOMORROW IN PROGRESS is entitled to process personal data entrusted to it in the context of consulting activities, to store such data in electronically managed files, and to have them processed by third parties with whom a data processing agreement pursuant to Article 28 GDPR has been concluded. Materials provided to TOMORROW IN PROGRESS (paper or data carriers) shall, upon completion of the related services, generally be returned to the client or to third parties designated by the client, or, if separately agreed, retained or destroyed by TOMORROW IN PROGRESS. TOMORROW IN PROGRESS is entitled to retain copies thereof to the extent necessary for proper documentation of the services rendered or as required by law or professional practice.
8.2 TOMORROW IN PROGRESS and its employees undertake to maintain data secrecy in accordance with the applicable provisions of the GDPR and the Austrian Data Protection Act (DSG) in its current version (as amended by the Data Protection Amendment Act 2018). All engaged third parties shall be required to comply with this obligation.
8.3 TOMORROW IN PROGRESS and all other members of the TOMORROW IN PROGRESS network are entitled, for the purpose of avoiding conflicts of interest, ensuring professional independence, and complying with stock exchange regulations, to store engagement data (name, address, contact person, scope of engagement, fee volume, and engagement period) electronically and to transmit such data to other members of the TOMORROW IN PROGRESS network.
8.4 TOMORROW IN PROGRESS will regularly send the client information and announcements regarding consulting services, events, and related activities offered by TOMORROW IN PROGRESS by e-mail (based on §107 of the Telecommunications Act (TKG) and additionally on the client’s consent), as well as by post, telephone, and fax (based on the client’s consent). The client may object to such communications or withdraw consent at any time without providing reasons. Following an objection or withdrawal, TOMORROW IN PROGRESS will cease processing and delete the personal data (salutation, first and last name, e-mail address, postal address, telephone number, fax number) used for this purpose. The lawfulness of processing prior to withdrawal shall remain unaffected.
8.5 TOMORROW IN PROGRESS employs appropriate technical and organizational measures to safeguard the processed data, taking into account the nature, scope, circumstances, and purposes of processing as well as the varying likelihood and severity of risks to the rights and freedoms of affected individuals. These measures are continually updated to reflect the current state of technology and ensure that data processing is carried out in accordance with the provisions of the GDPR. Unless otherwise agreed in writing, electronic communication between the client and TOMORROW IN PROGRESS shall be conducted in unencrypted and unsigned form, meaning that interception or manipulation by third parties cannot be fully ruled out.
8.6 Data Protection Officer: If you have any questions or concerns regarding data protection, you may contact our Data Protection Officer. The contact details can be found in our separate Data Protection Policy.
8.7 Additional Information: The protection of personal data is important to us. Information on the processing of personal data and on the rights of affected persons can be found in our separate Data Protection Policy available at [link to the data protection page]. This policy does not form part of these GTC but constitutes an independent document.

9. Liability
9.1 TOMORROW IN PROGRESS shall be liable exclusively for the final report within the agreed scope, and not for interim reports, e-mails, or other communication exchanged during the project term.
9.2 Liability for damages shall exist only in cases of proven intent or gross negligence. Liability for slight negligence is excluded, even if third parties are engaged in the performance of the contract.
9.3 TOMORROW IN PROGRESS shall not be liable for lost profits, consequential damages, indirect damages, or purely financial losses.
9.4 Liability shall be limited to the contract value, but in any case to a maximum of EUR 350,000. A single claim for damages shall include all claims arising from a single service. In the event of multiple similar breaches resulting from the same technical error, the same limitation shall apply.
9.5 If, in the client’s assessment, the potential amount of damages exceeds the above-mentioned liability limit, TOMORROW IN PROGRESS may, at the client’s request, seek to obtain additional insurance coverage, the premium for which shall be borne by the client.
9.6 Claims for damages must be asserted in court within three months of becoming aware of the damage and no later than three years after the event giving rise to the claim.
9.7 When third parties (e.g., data processing companies, attorneys) are involved, TOMORROW IN PROGRESS shall only be liable if the client has not been informed of their involvement in writing.
9.8 Liability towards third parties is excluded. If documents are shared with third parties with the consent of TOMORROW IN PROGRESS, such consent shall not constitute any assumption of liability toward those third parties. The client shall indemnify and hold TOMORROW IN PROGRESS harmless against any third-party claims.
9.9 TOMORROW IN PROGRESS accepts no liability for data loss resulting from external attacks (e.g., cyberattacks) or unforeseen technical issues. However, TOMORROW IN PROGRESS shall take all reasonable measures to ensure data security.
9.10 The client is hereby advised that digital communication (e.g., by e-mail) is susceptible to unauthorized access or manipulation despite modern security measures. TOMORROW IN PROGRESS assumes no liability for damages arising from the security risks associated with digital communication.

10. Loyalty, non-solicitation
10.1 The client undertakes not to solicit or hire any employees of TOMORROW IN PROGRESS during the term of the contract and for six months thereafter. In the event of a breach, a contractual penalty of EUR 100,000.00 shall be payable.
10.2 During the term of the contract and for a period of six months thereafter, the client is prohibited from engaging or employing any employees of TOMORROW IN PROGRESS who were involved in the execution of the contract. In case of a breach, a contractual penalty of EUR 100,000.00 shall apply.

11. Final provisions
11.1 TOMORROW IN PROGRESS shall be entitled to include the client’s name and the project in reference lists. The client agrees to provide information upon prior notification.
11.2 The client may not transfer rights and obligations arising from this contract to third parties without the written consent of TOMORROW IN PROGRESS. TOMORROW IN PROGRESS may transfer rights and obligations to subsidiaries or affiliated companies without the client’s consent.
11.3 TOMORROW IN PROGRESS uses modern technology to detect and filter spam. However, a full guarantee of e-mail receipt cannot be provided.
11.4 The place of performance is Vienna. The competent court for any disputes arising hereunder shall be the Commercial Court of Vienna.
11.5 Austrian law shall apply exclusively.
11.6 Should any provision of these GTC be invalid, the remaining content shall remain unaffected.
11.7 If the client wishes to extend the scope of services or request additional services, a written agreement must be concluded regarding the new scope and corresponding additional costs.
11.8 TOMORROW IN PROGRESS undertakes to comply with all applicable ethics and compliance regulations during the provision of its consulting services.