1. Scope and contractual basis

1.1 These General Terms and Conditions (“GTC”) apply to all legal transactions between 21x GmbH (“21x”) and its clients concerning management consulting, learning strategy and learning design, content and media production, localisation, licensing, workshops, project management and related services.

1.2 The services are offered exclusively to entrepreneurs within the meaning of Austrian commercial and consumer law and to public-law entities. 21x does not enter into consumer contracts on the basis of these GTC.

1.3 The following documents form the contract in descending order of priority: (a) an individual agreement signed by both parties, (b) the accepted proposal, statement of work or order confirmation, and (c) these GTC. Individual agreements prevail in the event of conflict.

1.4 The client’s conflicting terms apply only if 21x expressly accepts them in writing. These GTC also apply to follow-on assignments where the relevant proposal or order refers to them.

2. Contract formation, scope and changes

2.1 A contract is formed when a 21x proposal is accepted, an order is confirmed, a statement of work is signed or 21x begins performance at the client’s express request.

2.2 The scope, deliverables, formats, languages, milestones, acceptance procedure, usage rights and remuneration are set out in the applicable proposal or statement of work. Statements in presentations, preliminary discussions or on the website are binding only if expressly incorporated into the contract.

2.3 Requests for changes or additional services after contract formation are treated as change requests. 21x will identify the expected effect on fees, timing and resources. Implementation begins after written approval. Until then, 21x may continue on the confirmed basis or suspend the affected part of the services.

3. Performance, experts and subcontractors

3.1 21x performs the services independently and may select the appropriate place, time and method of work unless the assignment provides otherwise.

3.2 21x may engage employees, independent experts, creatives, production partners and other subcontractors. 21x remains the client’s sole contractual counterparty and is responsible for their contractual deployment.

3.3 The composition of a project team may be changed for objective reasons if an equivalent level of expertise is maintained. A commitment to a specifically named person is binding only where expressly agreed in writing.

3.4 During a project and for twelve months thereafter, the client shall not directly engage, for substantially similar services, any person or company first introduced or deployed by 21x in that project without 21x’s prior written consent. Demonstrably pre-existing business relationships of the client are excluded.

4. Client cooperation

4.1 The client shall provide all necessary information, materials, access, contacts, feedback, approvals and decisions in due time and ensure that relevant internal and external stakeholders are reasonably available.

4.2 The client warrants that texts, data, trademarks, images, audio and video material and other content supplied by it may be lawfully used and do not infringe third-party rights. The client shall disclose any special regulatory, technical, accessibility or brand requirements before performance begins.

4.3 Delays or additional work caused by late, incomplete or incorrect cooperation extend agreed deadlines reasonably and may be charged according to the additional effort incurred.

5. Timing, delivery, acceptance and revisions

5.1 Dates and schedules are binding only if expressly designated as binding in the assignment; otherwise they are realistic planning estimates. Partial and interim deliveries are permitted where reasonable for the client.

5.2 Where acceptance is agreed, the client shall review the deliverable within ten business days of provision and notify 21x in writing of specific material defects. If no substantiated notice is received within that period, or the deliverable is used in production, published or provided to a third party, it is deemed accepted.

5.3 21x shall be given a reasonable opportunity to remedy justified defects. Matters of taste, subsequent strategy changes, new content or requirements outside the confirmed scope are not defects. Revision rounds are included only to the extent stated in the assignment; additional rounds are charged according to effort.

6. Intellectual property and usage rights

6.1 Pre-existing materials, methods, templates, production processes, software, tools, trademarks, know-how and content remain with the party that contributed them. 21x may use general experience and non-confidential methods in other projects.

6.2 Copyright and related rights in works created by 21x, its employees or engaged third parties remain with the respective rights holders. Upon full payment, the client receives the usage rights expressly stated in the proposal.

6.3 If no usage-rights description is stated, the client receives, upon full payment, a non-exclusive, worldwide, perpetual, non-transferable and non-sublicensable right to use the final accepted deliverable for its internal business purposes. Publication, resale, third-party licensing, modification beyond the contractual purpose or use as a stand-alone training or content product requires a separate agreement.

6.4 Raw data, open project files, source material, production assets and editable source files are owed only where expressly agreed. Rights in stock material, fonts, music, software and other third-party content are governed by the applicable licence terms.

6.5 The client may not use, or make available to third parties, content or production data of 21x or participating experts for training, fine-tuning or evaluating generative AI models without an express written agreement.

6.6 Until full payment, deliverables may be used only for review and approval.

7. Fees, expenses and payment

7.1 All fees are net of applicable VAT. Fees, payment schedules and any advance payments are set out in the relevant assignment.

7.2 21x may issue progress invoices and request reasonable payments on account. Unless the assignment provides otherwise, invoices are payable within 14 days without deduction.

7.3 Agreed travel, translation, licensing, studio, shipping and other third-party costs are charged separately. Additional services not expressly included in a fixed fee are charged at the agreed rate or, failing agreement, a reasonable market rate.

7.4 In the event of late payment, statutory interest for business transactions and reasonable collection costs apply. Following an unsuccessful reminder, 21x may suspend further services until payment; agreed dates move accordingly.

8. Project suspension and early termination

8.1 If performance is prevented or delayed for reasons within the client’s sphere, the client shall pay for services already performed and third-party costs already irrevocably committed. Reserved resources and additional cancellation charges apply only if agreed in the assignment or demonstrably incurred.

8.2 Continuing arrangements may be terminated in accordance with the notice periods set out in the assignment. Either party may terminate immediately for good cause, including a material breach, persistent payment default or substantiated doubts about solvency where requested security is not provided.

8.3 Accrued payment claims, confidentiality, intellectual-property provisions, usage restrictions and liability provisions survive termination.

9. Warranty

9.1 21x is entitled and obliged to remedy demonstrable defects within a reasonable period. The client shall assist in analysing the defect and provide necessary information.

9.2 The warranty period is six months from acceptance or, where no acceptance is agreed, from completion of the services. Mandatory statutory rights remain unaffected.

10. Liability

10.1 Except for personal injury and other mandatory liability, 21x is liable only for loss caused intentionally or by gross negligence. This applies correspondingly to employees, experts and subcontractors engaged by 21x.

10.2 To the extent permitted by law, liability for indirect or consequential loss, loss of profit, lost savings, loss of data where the client failed to maintain adequate backups, and third-party claims is excluded.

10.3 Damage claims must be brought before a court within six months after the client became aware of the loss and the responsible party, and no later than three years after the event giving rise to the claim. The client bears the burden of proving fault by 21x.

10.4 For consulting, learning and creative services, 21x owes professional performance but not a particular commercial, educational, media or market outcome unless expressly guaranteed.

11. Confidentiality and data protection

11.1 Each party shall keep confidential trade and business secrets and project information that is recognisably confidential and disclose it only to persons who require it for performance and are correspondingly bound. Statutory disclosure obligations remain unaffected.

11.2 Personal data are processed in accordance with applicable data-protection law. Where 21x processes personal data on behalf of the client, the parties shall enter into an agreement under Article 28 GDPR before processing begins.

12. References and publicity

21x will identify the client, its trademarks or project results as a reference or case study only with the client’s prior written approval. Facts already publicly known and statutory disclosure obligations remain unaffected.

13. Force majeure

Neither party is liable for delay or non-performance caused by events beyond its reasonable control, including natural events, war, government action, failure of material infrastructure, cyberattacks, strikes, epidemics or unforeseeable failure of essential production partners. The affected party shall inform the other without undue delay and dates will be reasonably adjusted. If the impediment continues for more than 60 days, either party may terminate the affected part in writing. Services already performed and non-cancellable third-party costs remain payable.

14. Electronic communications and invoicing

The parties may transmit legally relevant notices, approvals and invoices electronically. “In writing” under these GTC includes email unless the applicable assignment requires a stricter form.

15. Final provisions

15.1 The substantive law of the Republic of Austria applies, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. The place of performance is Wolfsberg, Austria. To the extent permitted by law, the courts having subject-matter jurisdiction at 21x’s registered office have exclusive jurisdiction.

15.2 If any provision is invalid or unenforceable, the remaining provisions remain effective. The parties shall replace the affected provision with a valid provision that most closely reflects its economic purpose.

15.3 The applicable assignment specifies which language version is incorporated. If it does not, the language of the accepted proposal applies; for a bilingual proposal, the German version prevails for interpretation.