Imprint

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Media owner: TLMG Advisory GmbH, Björnsongasse 22, 1130 Vienna, Austria. Business purpose: Consulting for businesses, project development, corporate investments, trade in goods of all kinds. Managing Director: Dr Alexander Fruehmann. Shareholder with more than 25 per cent: Dr Alexander Fruehmann (100 per cent).

Editorial policy (Blattlinie): Information on AI, organisational culture, leadership and professional services firms.

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The information and services provided on this website are not necessarily accurate, comprehensive, complete or up to date. No legal claims can be established from the use of information or services found on this website. References and links to external websites have been chosen carefully. Nevertheless, we cannot control and we assume no responsibility that their content is accurate, up to date, complete and available.

We reserve the right, at any time and without advance notice, to change, add and delete the information presented here or to cease the website or parts of it entirely. It is our goal to minimise disruption caused by technical errors, but we cannot guarantee that our service will not be interrupted or affected by such problems.

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General Terms and Conditions

Effective date: September 20, 2026

Scope and applicability

These General Terms and Conditions (the “Terms”) govern all engagements, projects and services provided by TLMG Advisory GmbH (“TLMG”, “we”, “us” or “our”) to the client named in the applicable statement of work, project order or engagement letter (the “Client”). They apply to clients acting in the course of their business. Any deviations from these Terms are only effective if agreed in writing by both parties.

Each engagement is governed by a statement of work, project order or similar document signed by both parties (a “Statement of Work”), which references and incorporates these Terms. In the event of a conflict between a Statement of Work and these Terms, the Statement of Work prevails to the extent of the inconsistency.

AI engineering and technology solutions are not part of these Terms. Where an engagement includes such work, it is provided by Singularity.Inc under its own terms.

Definitions

“Services” means advisory, analytical and strategy services, including strategic AI advice, work on organisational identity, culture and leadership, board and partnership advisory, assessments, workshops, training and related support, as further described in the applicable Statement of Work.

“Deliverables” means the work products, reports, models, documentation, presentations and other materials produced by TLMG in the course of performing the Services, as identified in the applicable Statement of Work.

“Confidential Information” means all non-public information disclosed by either party to the other in connection with the Services, whether orally, in writing, electronically or by inspection, including business plans, data, trade secrets, know-how, financial information and technical information.

Services

TLMG performs the Services with reasonable professional care and in accordance with generally accepted professional standards. Scope, timeline, Deliverables and fees are set out in the applicable Statement of Work. TLMG determines the methods, details and means of performing the Services.

The Services are advisory in nature. All recommendations, analyses and guidance represent TLMG’s professional judgment based on the information available at the time of the engagement. The Client remains solely responsible for all business decisions made on the basis of such advice, and TLMG does not guarantee any particular business outcome. The Services do not include legal advice, tax advice, audit services or psychotherapeutic treatment.

Work on organisational identity, culture and change is collaborative and depends on the active participation of the Client’s people and leadership. The Client acknowledges that its success depends on factors within the Client’s control, including engagement, leadership commitment and organisational culture.

Client obligations

The Client provides TLMG with timely access to all information, data, systems, personnel and facilities reasonably necessary to perform the Services and designates a primary point of contact with authority to make decisions on the Client’s behalf. The Client reviews and gives feedback on Deliverables within the timeframe set out in the Statement of Work or, if none is specified, within ten (10) business days of receipt. TLMG is not liable for delays resulting from the Client’s failure to meet these obligations.

Fees and payment

The Client pays the fees set out in the applicable Statement of Work, which may be structured on a fixed-fee, time-and-materials, retainer or other basis. Unless agreed otherwise in writing, fees are quoted exclusive of applicable taxes, duties and similar charges, which are borne by the Client.

TLMG invoices in accordance with the schedule in the Statement of Work or, if none is specified, monthly for Services rendered. Payment is due within thirty (30) days of the invoice date. Late payments accrue interest at the statutory rate for business-to-business transactions under § 456 of the Austrian Commercial Code (UGB), from the due date until actual payment.

Unless otherwise specified, the Client reimburses reasonable out-of-pocket expenses incurred in connection with the Services, including travel, accommodation and materials. Expenses above an amount specified in the Statement of Work require the Client’s prior written approval.

Intellectual property

TLMG retains all rights in its pre-existing intellectual property, proprietary methodologies, frameworks, tools, templates, know-how and general expertise, including any enhancements developed during an engagement. Nothing in these Terms or a Statement of Work transfers ownership of this intellectual property to the Client.

Upon full payment of all fees due, TLMG grants the Client a non-exclusive, non-transferable, royalty-free licence to use the Deliverables for the Client’s internal business purposes. Ownership of the Deliverables is as specified in the Statement of Work; in the absence of such specification, it remains with TLMG and the Client receives only this licence.

The Client retains all rights in the data, materials and information it provides to TLMG in connection with the Services and grants TLMG a limited, non-exclusive licence to use them solely to perform the Services during the term of the engagement.

Confidentiality

Each party holds the other party’s Confidential Information in strict confidence and does not disclose it to any third party without prior written consent, except to employees, contractors and advisors who need to know and are bound by confidentiality obligations no less protective than these. This does not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information, or (d) must be disclosed by law or regulation, provided the receiving party gives prompt written notice where permitted. These obligations survive for three (3) years after the end of the engagement.

Service levels

Unless expressly specified in the Statement of Work, TLMG does not commit to specific service levels, response times or performance benchmarks. Where service levels are specified, they are the sole and exclusive remedy for a failure to meet them. TLMG uses commercially reasonable efforts to perform the Services in a timely and professional manner but does not guarantee uninterrupted or error-free performance.

Limitation of liability

TLMG is liable to the Client only for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit). Liability for slight negligence (leichte Fahrlässigkeit) is excluded to the maximum extent permitted by law, regardless of the legal basis of the claim.

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special or consequential damages, including loss of profits, goodwill, data, business opportunities or anticipated savings, except where such damages result from intent or gross negligence.

Without prejudice to mandatory statutory liability, TLMG’s total aggregate liability arising out of or in connection with any engagement, whether in contract, tort or otherwise, does not exceed the total fees actually paid by the Client under the applicable Statement of Work in the twelve (12) months preceding the event giving rise to the claim. This limit applies to all claims in the aggregate and is not cumulative.

The Client’s entitlement to damages is reduced proportionally to the extent the Client has contributed to the occurrence or extent of the damage, including by failing to meet its obligations under “Client obligations” or the defect notification obligations below, or by failing to take reasonable measures to mitigate damages (§ 1304 ABGB).

All claims by the Client against TLMG arising out of or in connection with the Services are subject to a limitation period of one (1) year from the date on which the Client became aware, or should reasonably have become aware, of the circumstances giving rise to the claim. This does not apply to claims arising from intent or gross negligence or to claims subject to mandatory limitation periods that cannot be shortened by agreement.

Warranties and defect notification

TLMG warrants that it performs the Services with the diligence and professional care customary in the industry (Sorgfalt eines ordentlichen Unternehmers) and in accordance with generally accepted professional standards. Except for this express warranty, TLMG makes no further warranties regarding the Services or Deliverables and does not warrant that they will meet the Client’s expectations or achieve any particular business objective.

The Client inspects all Deliverables promptly upon receipt and notifies TLMG in writing of any defects or non-conformities within fourteen (14) calendar days of delivery or, for hidden defects, of discovery, describing the defect in reasonable detail. Failure to give timely notice constitutes acceptance of the Deliverables and a waiver of warranty claims relating to such defects, to the extent permitted by law.

In the event of a defect covered by the warranty and properly notified, TLMG will, at its discretion, either remedy the defect by re-performing the relevant part of the Services or correcting the Deliverable (Verbesserung), or provide a replacement Deliverable (Austausch). The Client may assert price reduction or rescission only if TLMG has failed to remedy the defect within a reasonable period after proper notification. The warranty period is six (6) months from delivery or completion, unless a shorter period is permissible and specified in the Statement of Work.

Indemnification

The Client indemnifies and holds harmless TLMG and its officers, directors, employees, agents and affiliates from all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the Client’s use of the Deliverables in a manner not contemplated by the Statement of Work, (b) the Client’s breach of these Terms, or (c) any third-party claim arising from the Client’s use or commercialisation of a Deliverable.

Term and termination

These Terms remain in effect until terminated by either party. Each Statement of Work has the term specified in it. Either party may terminate a Statement of Work upon thirty (30) days’ prior written notice. If the Client terminates for convenience, it pays TLMG for all Services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments made in reliance on the engagement.

Either party may terminate a Statement of Work immediately upon written notice if the other party (a) materially breaches these Terms or the Statement of Work and fails to cure the breach within fifteen (15) days after written notice, or (b) becomes insolvent, files for bankruptcy or has a receiver appointed over its assets.

Upon termination or expiration, TLMG delivers all completed Deliverables and work in progress to the extent paid for by the Client. The provisions on intellectual property, confidentiality, liability, warranties, indemnification, data protection and general provisions survive termination.

Data protection

Both parties comply with all applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Austrian Data Protection Act (Datenschutzgesetz, “DSG”). The Client is the controller of personal data it provides to TLMG in connection with the Services (Article 4(7) GDPR). To the extent TLMG processes personal data on the Client’s behalf, it acts as processor (Article 4(8) GDPR). Where TLMG processes personal data for its own purposes, such as billing and contract administration, it acts as an independent controller.

Where TLMG acts as processor, the parties enter into a data processing agreement pursuant to Article 28 GDPR before any processing begins. Until a separate agreement is signed, the following minimum provisions apply. TLMG will:

• process personal data only on documented instructions from the Client, including with regard to transfers to third countries, unless required to do otherwise by Union or Member State law, in which case TLMG informs the Client beforehand unless that law prohibits it;
• ensure that persons authorised to process the personal data are bound to confidentiality;
• implement appropriate technical and organisational measures in accordance with Article 32 GDPR;
• engage sub-processors only in accordance with the paragraph below;
• assist the Client, by appropriate technical and organisational measures, in responding to data subject requests, and in ensuring compliance with Articles 32 to 36 GDPR;
• at the Client’s choice, delete or return all personal data after the end of the Services, unless Union or Member State law requires storage; and
• make available all information necessary to demonstrate compliance with Article 28 GDPR and allow for and contribute to audits by the Client or an auditor mandated by the Client.

The Client grants TLMG general written authorisation to engage sub-processors. TLMG maintains a current list, provides it on request and informs the Client in writing of intended changes at least fourteen (14) calendar days in advance. If the Client objects on reasonable data protection grounds and no resolution can be reached, the Client may terminate the affected Statement of Work. TLMG imposes the same data protection obligations on any sub-processor by contract.

TLMG does not transfer personal data to a third country or international organisation unless appropriate safeguards are in place under Chapter V GDPR, such as Standard Contractual Clauses, an adequacy decision or binding corporate rules. TLMG notifies the Client without undue delay after becoming aware of a personal data breach affecting personal data processed on the Client’s behalf, including, to the extent available, the nature of the breach, its likely consequences and the measures taken or proposed.

The Client warrants that it has a lawful basis for the processing of personal data under Articles 6 and, where applicable, 9 GDPR before providing personal data to TLMG, and that all necessary consents, authorisations and data protection impact assessments have been obtained or carried out. The Client informs TLMG promptly of data subject requests, supervisory authority inquiries or other data protection matters that may affect TLMG’s processing. TLMG’s liability for data protection breaches is subject to the limitations above to the extent permitted by law and the GDPR, and the Client indemnifies TLMG against fines, claims or costs imposed by a supervisory authority or third party to the extent arising from the Client’s breach of its obligations.

Non-solicitation

During any engagement and for twelve (12) months after its end, neither party will, without the other party’s prior written consent, directly or indirectly solicit or hire any employee or contractor of the other party who was involved in performing the Services. This does not apply to general solicitations not specifically directed at the other party’s personnel.

Force majeure

Neither party is liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, government actions, labour disputes, power failures or disruptions to internet or telecommunications infrastructure. The affected party gives prompt written notice and uses commercially reasonable efforts to mitigate the effects.

General provisions

These Terms and any Statement of Work are governed by the substantive laws of the Republic of Austria, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflict of laws rules that would lead to the application of another jurisdiction’s laws. Disputes are first addressed through good-faith negotiation; if they cannot be resolved within thirty (30) days, they are submitted to the exclusive jurisdiction of the competent court in Vienna, Austria.

These Terms, together with the applicable Statement of Work and any annexes, constitute the entire agreement between the parties on their subject matter and supersede all prior agreements and understandings. Amendments must be made in writing and signed by authorised representatives of both parties. Neither party may assign its rights or obligations without the other party’s prior written consent, except that TLMG may assign them to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If a provision is held invalid or unenforceable, the remaining provisions continue in full force and the invalid provision is modified to the minimum extent necessary to make it valid. Failure to enforce a provision is not a waiver of it. Notices must be in writing and delivered by e-mail with confirmation of receipt or by registered mail to the addresses specified in the Statement of Work. TLMG is an independent contractor; nothing in these Terms creates an employment, agency, partnership or joint venture relationship.