Terms and conditions

1. Contracting party and scope

When validly incorporated, these terms apply to contracts of Black Darter Consulting GmbH, Aachener Straße 223, 50931 Cologne, Germany, Cologne Local Court, HRB 90535, with businesses within section 14 BGB, public-law entities and public-law special funds. Our offer is exclusively for business customers.

Only the company identified in the offer or contract is a contracting party. Black Darter® Group is not a separate contracting entity and does not establish liability of other group companies. Investments, financing and other transactions of Black Darter Investment GmbH require separate agreements and are outside these terms.

2. Incorporation, priority and contract formation

These terms are supplied before contract formation and their application is agreed with the customer. Individual agreements prevail, even if not made in text form, followed by the specific order and statement of work, then these terms. Conflicting customer terms require our consent.

Website descriptions, examples and indicative prices are not binding offers. A contract arises through acceptance of a binding offer or a matching order confirmation. Sending a contact or procurement form and receiving an acknowledgement does not place a paid order. For evidence, project arrangements should be documented in text form, such as email; statutory formalities remain unaffected.

3. Scope and project responsibilities

The order defines objectives, deliverables, dates, fees, responsibilities and required cooperation. Pure consulting and support require professional performance, not a particular commercial outcome. Where a specific work product is owed, the agreed specifications and the applicable law governing such work apply. Legal classification follows the substance of the contract.

Legal, tax, statutory audit and regulated financial services are excluded and require separately appointed specialists. We remain responsible for our own obligations when using subcontractors. Direct customer contracts with technical partners must be expressly distinguished in the order.

4. Customer cooperation

The customer appoints authorised contacts, provides necessary information and lawfully usable data and enables agreed access. It reports known errors, special security needs and system restrictions. Access is limited to what is necessary; changes to production systems follow agreed approvals.

The customer appropriately backs up systems it controls unless we have undertaken that task. Delayed cooperation affects dates and costs only to the extent it actually impairs performance. We communicate the consequences and required measures. Statutory remedies for missing cooperation remain; this is not a general indemnity.

5. Changes and additional work

Requested changes are assessed for scope, risks, schedule and fees. Additional work starts only after agreement. Until then, the original scope applies; unreasonable or technically unsafe implementation steps are replanned together. Silence does not constitute acceptance of additional charges.

6. Fees, payment and default

Agreed net fees are subject to statutory VAT. Third-party licences, travel, freight, customs and other expenses are charged only as agreed. Time-based services are documented transparently. Unless otherwise agreed, proper invoices are due ten calendar days after receipt; statutory prerequisites for payment for work products remain applicable.

Advances and milestone payments require agreement. Statutory default remedies, including interest and the statutory fixed default charge, apply only when their conditions are met. Suspension or demands for security for endangered payment are governed in particular by section 321 BGB. Set-off remains available for undisputed or finally adjudicated claims and counterclaims from the same contractual relationship. Statutory retention rights remain unaffected.

7. Software, AI and implementation

Purpose, system boundaries, interfaces, test cases, quality criteria, data approvals and responsibilities are defined before implementation. Operation, maintenance, support, service levels, source-code delivery and recurring provider charges are included only if agreed. Third-party terms are disclosed before incorporation and do not unilaterally change our obligations.

AI outputs may contain errors and require professional review appropriate to their intended use. Agreed functions and quality criteria remain binding. Confidential or personal customer data may be transferred only to approved providers within the agreed lawful scope. Each party retains its statutory duties. Automated production actions require agreed permissions, limits and approvals.

8. Acceptance of work products

After completion, the agreed work is made available for inspection and acceptance within a reasonable period reflecting its scale and complexity. Material defects must be identified; minor defects do not justify refusal. Rights concerning reserved defects remain.

Deemed acceptance arises only under section 640(2) BGB. Production use or silence alone does not independently replace acceptance. Partial acceptance requires express agreement covering independently testable parts.

9. Procurement, agency and product safety

The order specifies whether we research or coordinate suppliers, act in the customer’s name with authority, or sell goods in our own name. For direct manufacturer contracts, the manufacturer is the customer’s contracting party; a supplier recommendation is not a guarantee of future performance. Our agreed duties of examination and care remain.

Specifications, intended use, destination, tests and required evidence are defined before ordering. Allocation of tasks does not exclude statutory duties, including those of a seller, manufacturer or importer. Certification, conformity assessment or a comprehensive supplier guarantee is owed only if expressly agreed. Sanctions, export controls and mandatory product-safety rules must be observed.

10. Delivery, risk and title

The order specifies delivery location, dates, transport and any Incoterms® 2020 rule with its named place. Otherwise statutory rules apply, particularly section 447 BGB for qualifying shipment sales. Partial performance is permitted only if reasonable and consistent with the contract’s purpose. Customer delay in accepting delivery and resulting costs are subject to statutory requirements.

Title to supplied goods remains with us until their purchase price is fully paid. The customer takes appropriate care of them and reports third-party interference. Additional security, processing provisions or assignments require separate agreement; statutory third-party rights remain unaffected.

11. Defects and remedies

Statutory rights and limitation periods apply to defects in goods or title. Where both parties conduct a commercial transaction, section 377 HGB governs examination and notification, including concealed defects. No fixed exclusion period is imposed for all complaints.

The customer describes defects adequately and allows necessary examination and legally required remediation. Termination, price reduction, self-remedy and damages depend on statutory conditions. Mandatory supplier-recourse rights, guarantees and claims for fraudulently concealed defects remain unaffected.

12. Liability

Liability is unlimited for intent and gross negligence, culpable injury to life, body or health, liability under the Product Liability Act, fraudulent concealment and the scope of an assumed guarantee. Other mandatory liability remains unaffected.

For ordinary negligence, liability for breach of essential contractual duties—duties enabling proper performance on which the customer may ordinarily rely—is limited to the foreseeable, typical contractual loss at formation. Other ordinary-negligence liability is excluded. This also protects our legal representatives and persons performing our obligations. Contributory fault, including failure to make a backup actually required of the customer, is assessed under statutory rules.

13. Rights in deliverables

After full payment, the customer receives the non-exclusive rights to our created deliverables necessary for the agreed purpose. Agreed use during the project remains allowed. Use by employees and appointed service providers for that purpose is included unless disclosed third-party rights prevent it.

Existing methods, templates and tools remain with their rights holders. Exclusivity, resale, transfer and source-code delivery require separate agreement. Open-source and third-party components follow disclosed licences. No exclusive protection is promised for outputs that cannot legally be protected.

14. Confidentiality and data protection

Both parties protect confidential information and use it only for the contract. Access is limited to bound persons who need it. Information proven to be public, already lawfully known, independently developed or lawfully obtained from others is excluded. Mandatory disclosure is permitted, with notice where lawful. Trade secrets remain protected while secret; other confidential information is protected for five years after contract end.

Data-protection roles and necessary agreements, especially under Article 28 GDPR, are established before relevant processing. No general advertising, model-training or disclosure right over customer data is granted. Public use of customer names, logos or project results requires prior consent. The website privacy notice does not replace a required processing agreement.

15. Impediments and force majeure

An event outside the affected party’s responsibility that could not be prevented with reasonable precautions may temporarily impede performance. That party promptly explains cause, effects and likely duration, mitigates harm and resumes performance when possible. Ordinary staffing shortages or avoidable security failures are not automatically force majeure.

Dates move only to the extent actually affected. If a significant impediment lasts more than eight weeks, either party may end the unperformed affected part; earlier statutory termination rights remain. Payments for unperformed services are returned. Properly performed work usable by the customer is charged as agreed.

16. Term, termination and handover

Duration and ordinary termination rights follow the order and statute. Termination for cause remains available. For contracts for work, statutory cancellation rights and financial consequences remain, including required allowance for saved costs and alternative earnings.

Agreed deliverables and customer data are handed over within the agreed scope. Confidential records are returned or deleted on request unless legal retention or legitimate evidentiary needs prevent it. Additional migration or handover services are charged only by agreement.

17. Governing law, jurisdiction and final provisions

German law applies, excluding the CISG. Overriding mandatory rules are unaffected. For merchants, public-law entities and public-law special funds, Cologne is the exclusive forum insofar as legally permissible. Otherwise statutory jurisdiction applies.

Assignment follows statutory rules. Invalidity or non-incorporation of a provision has the consequences of section 306 BGB. No automatic substitution by a clause with the nearest economic effect is agreed.