Terms of Service

Recitals

(A) Black Swan Ventures Group LLC is a limited liability company constituted under the laws of the State of Wyoming, United States of America, having its registered office at 30 N Gould Street, Ste N, Sheridan, Wyoming 82801 (the "Company").

(B) The Company operates the Cashflow Positive AI brand, comprising a publication, a selection programme known as the AI Concierge, the design and installation of artificial intelligence and sales automation systems, executive workshops and courses, and continuing retained services.

(C) These Terms of Service (the "Terms") constitute the agreement upon which the Company makes those services available and upon which any person may access the website located at cashflowpositive.ai.

(D) By accessing the website, by submitting any application, or by accepting any order form, the User signifies acceptance of these Terms. A person who does not accept these Terms must not access the website or procure any service from the Company.

1. Definitions and Interpretation

1.1 Definitions. In these Terms, save where the context otherwise requires:

1.2 Construction. In these Terms: (a) the singular includes the plural and vice versa; (b) headings are for convenience only and do not affect construction; (c) "including", "in particular", and cognate expressions are illustrative and do not limit the generality of the words preceding them; (d) a reference to a statute includes any subordinate legislation made under it and any amendment or re-enactment thereof; (e) "written" and "in writing" include electronic mail; and (f) a reference to a clause is a reference to a clause of these Terms.

1.3 Ancillary instruments. The following instruments are incorporated into these Terms by reference and, in respect of the subject-matter each governs, prevail over these Terms in the event of conflict:

AI Concierge Programme Terms · RiskReverse Guarantee · Refund, Cancellation & Withdrawal Policy · Acceptable Use Policy · Privacy Policy · Data Processing Addendum · Disclaimer · Full Disclosure · AI Systems & Disclosure · Cybersecurity Disclosure

1.4 Order of precedence. Where any conflict arises, the following order of precedence applies: (i) a duly executed Order Form; (ii) the Data Processing Addendum, in respect of data protection matters; (iii) the ancillary instrument governing the subject-matter in question; (iv) these Terms.

2. Character of the Services and Standing of the User

2.1 The Company supplies its Services to undertakings, to organisations, and to natural persons acting in the course of a trade, business, craft, or profession. The Services are not offered to consumers, save as provided by clause 3.

2.2 The User acting on behalf of an undertaking warrants that it possesses authority to bind that undertaking, and the expression "User" shall thereupon denote that undertaking.

2.3 The User must be of the age of eighteen years or older and legally capable of entering into binding obligations.

3. Consumers

3.1 Where, exceptionally, a User procures a Service in the capacity of a consumer within the meaning of § 13 of the German Civil Code, of Directive 2011/83/EU, or of any cognate provision, the mandatory rules of consumer protection applicable in that User's country of residence apply and are not displaced by these Terms.

3.2 Statutory information concerning the right of withdrawal, together with the model withdrawal form, is set out in the Refund, Cancellation & Withdrawal Policy.

3.3 Nothing in these Terms operates to exclude or restrict any right which may not lawfully be excluded or restricted by contract.

4. Access to the Website

4.1 The Company grants the User a revocable, non-exclusive, non-transferable licence to access the Website for lawful purposes consistent with these Terms and with the Acceptable Use Policy.

4.2 The Company may at any time and without notice modify, suspend, or discontinue the Website or any part thereof, and gives no undertaking that the Website will be available uninterrupted or free from error.

4.3 Where the Company affords credentialled access to any platform or dashboard, the User shall safeguard such credentials, shall be responsible for every act performed thereunder, and shall notify the Company without delay upon becoming aware of any suspected compromise. The Company may suspend access where it reasonably apprehends that credentials have been compromised.

5. Applications, Selection, and Formation of Contract

5.1 Every application submitted to the Company shall be truthful and complete. The Company may verify any matter so submitted.

5.2 The Company may decline any application in its absolute discretion and without assigning any reason. No representation to the contrary is made, and no expectation of acceptance arises from the submission of an application.

5.3 No contract subsists between the parties until: (a) the Company has confirmed acceptance in writing; (b) where applicable, an Order Form has been executed by both parties; and (c) any payment condition has been satisfied.

5.4 The Company observes the principle that no work shall be commenced before payment has been received and an agreement executed, save where an Order Form expressly provides otherwise.

5.5 Any quotation, proposal, or indicative pricing issued by the Company constitutes an invitation to treat and not an offer capable of acceptance, and remains open for such period as it may specify or, in default of specification, for thirty days.

6. Fees, Invoicing, and Taxation

6.1 Fees are those stated at the point of purchase or in the applicable Order Form.

6.2 Save where expressly stated otherwise, fees are quoted in United States dollars and are exclusive of value added tax, sales tax, withholding tax, and every other impost, which shall be borne by the User.

6.3 Where the reverse charge mechanism applies to a business customer within the European Union, the User shall furnish a valid value added tax identification number, failing which the Company may invoice such tax as may be chargeable.

6.4 Where any deduction or withholding is required by law, the User shall increase the sum payable such that the Company receives the amount it would have received had no such deduction or withholding been required.

6.5 Invoices fall due upon receipt, save where an Order Form provides otherwise. Sums remaining unpaid after the due date shall bear interest at the lesser of one and one-half per centum per month and the maximum rate permitted by Applicable Law, accruing daily from the due date until payment.

6.6 The Company may suspend performance upon seven days' written notice where any sum remains unpaid, and such suspension shall not constitute a breach of these Terms nor relieve the User of any obligation.

6.7 Payment is effected through a payment processor identified at the point of purchase. The Company does not store complete payment card particulars.

6.8 Fees are non-refundable once work has commenced, subject to the Refund, Cancellation & Withdrawal Policy and to any applicable RiskReverse Guarantee.

6.9 The User shall not set off, deduct, or withhold any sum against any invoice save with the Company's prior written agreement or pursuant to a final and binding determination.

7. Scope, Variation, and Dependencies

7.1 Deliverables are those expressly identified in the Order Form. Any matter not so identified falls outside the scope of the engagement.

7.2 Variation of scope requires the written agreement of both parties and may attract additional fees and an adjustment of timetable.

7.3 The Company's performance is conditional upon the User's timely cooperation, including the provision of access to systems and accounts, the furnishing of information, the availability of persons authorised to take decisions, and the review and approval of work within agreed periods.

7.4 Delay attributable to the User shall extend the Company's obligations day for day and shall confer no entitlement to refund, credit, or compensation.

7.5 Where any dependency remains unsatisfied for thirty days, the Company may invoice for work performed to that date and close the engagement, and such closure shall not constitute breach.

8. Third-Party Platforms

8.1 The Services frequently integrate platforms operated by third parties, including customer relationship management systems, electronic mail infrastructure, telephony, data enrichment services, model providers, and advertising platforms.

8.2 Save where an Order Form provides otherwise: (a) the User contracts directly with such providers and bears their subscription, usage, and media costs; (b) the Company assumes no responsibility for their availability, pricing, policies, account decisions, or deprecation of features; and (c) remediation of any Deliverable impaired by an act or omission of such a provider is chargeable, save where covered by a maintenance retainer.

8.3 Advertising media expenditure, where applicable, is funded by the User and is not comprised within any fee unless expressly stated.

9. Intellectual Property

9.1 Company Materials. All right, title, and interest in the Company Materials vests and remains vested in the Company. Nothing in these Terms operates to transfer any such right.

9.2 User materials. The User retains all right, title, and interest in its pre-existing materials, data, and content.

9.3 Licence of Deliverables. Upon payment in full, the Company grants the User a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables for the User's internal business purposes.

9.4 Assignment. Where an Order Form expressly provides for the assignment of identified custom work product, such assignment takes effect upon payment in full and not before.

9.5 Reservation. The Company reserves the right to employ, in the performance of services for other persons, the generic components, techniques, methods, and know-how developed or applied in the course of an engagement, provided always that no Confidential Information of the User is thereby disclosed.

9.6 Feedback. Any suggestion, enhancement request, or recommendation furnished by the User may be exploited by the Company without restriction and without obligation of any kind.

9.7 Restrictions. The User shall not resell, sublicense, white-label, reverse engineer, decompile, or create derivative works from the Company Materials or from any platform of the Company, save where an Order Form expressly confers such right.

9.8 Text and data mining. The Company expressly reserves its rights under Article 4(3) of Directive (EU) 2019/790 and under every cognate provision, and withholds consent to the use of any content published by it for the training, fine-tuning, or evaluation of any machine learning model, save under written licence.

10. User Content and Publicity

10.1 By submitting content to the Company, including application data, business information, testimonials, recordings, and materials furnished in the course of an engagement, the User grants the Company a worldwide, royalty-free, non-exclusive licence to use such content solely for the purpose of delivering the Services and, where separately agreed in writing, of creating case study and marketing material.

10.2 Publication of the User's name, mark, results, or likeness requires the User's written consent, obtained by way of a separate release. The User shall be afforded the opportunity to review any case study prior to first publication and may withdraw consent in respect of future use at any time, without effect upon material already distributed in printed form.

10.3 The arrangement applicable to participants in the Concierge Programme is set out in the AI Concierge Programme Terms.

11. Confidentiality

11.1 Each party shall keep the Confidential Information of the other confidential, shall use it solely for the purpose of performing or receiving the Services, and shall protect it with not less than reasonable care and in no event with less care than it applies to its own confidential information of like importance.

11.2 The obligations at clause 11.1 do not extend to information which: (a) is or becomes public otherwise than by breach; (b) was lawfully in the recipient's possession prior to disclosure; (c) is lawfully received from a third party under no obligation of confidence; (d) is independently developed without reference to the disclosing party's information; or (e) is required to be disclosed by Applicable Law or by order of a court or regulator, provided that the recipient gives such prior notice as may lawfully be given.

11.3 The obligations at this clause 11 subsist for five years following termination, and indefinitely in respect of any information constituting a trade secret.

12. Artificial Intelligence

12.1 The Services incorporate artificial intelligence systems, including large language models supplied by third parties.

12.2 The User acknowledges and accepts that: (a) the output of such systems may be inaccurate, incomplete, outdated, or fabricated, and requires review by a natural person before reliance is placed upon it; (b) the User shall not submit special categories of personal data, regulated health or financial records, biometric data, or export-controlled material into any system supplied by the Company save where an Order Form expressly so provides; (c) the User is responsible for the lawful operation of any system delivered to it, including compliance with Regulation (EU) 2024/1689 where the User operates within the Union; and (d) certain uses are prohibited by clause 3 of the Acceptable Use Policy.

12.3 The Company's own use of artificial intelligence is disclosed in the AI Systems & Disclosure instrument.

13. Warranties and Disclaimers

13.1 The Company warrants that it shall perform the Services with reasonable skill and care and in a manner consistent with generally accepted practice in its industry.

13.2 Save as expressly stated at clause 13.1, the Services are supplied "as is" and "as available", and the Company to the fullest extent permitted by Applicable Law excludes every warranty, condition, and term implied by statute, common law, or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation.

13.3 The Company gives no guarantee, representation, or undertaking as to any specific financial, revenue, pipeline, appointment, conversion, cost, or operational outcome. Results depend upon the User's market, offer, pricing, capital position, personnel, execution, timing, and competitive circumstances, none of which is within the Company's control. Case studies and published figures reflect the experience of individual clients and constitute no promise as to the result attainable by any other person. The Disclaimer and the Full Disclosure instruments apply in full.

13.4 The Company does not provide legal, tax, accounting, investment, or regulated financial advice, and nothing comprised within the Services constitutes such advice.

14. Limitation of Liability

14.1 Nothing in these Terms operates to exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which may not lawfully be excluded or limited, including, in respect of Users within Germany and the Union, liability for intent and gross negligence and liability arising under the Produkthaftungsgesetz.

14.2 Subject to clause 14.1, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive loss, nor for loss of profit, revenue, anticipated saving, data, goodwill, reputation, or business opportunity, howsoever arising and whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

14.3 Subject to clause 14.1, the aggregate liability of the Company arising out of or in connection with the Services shall not exceed the greater of (a) the fees paid by the User to the Company in the twelve months immediately preceding the event giving rise to the claim, and (b) five hundred United States dollars (USD 500).

14.4 The limitations at this clause 14 apply notwithstanding the failure of any limited remedy of its essential purpose.

14.5 No claim may be brought under these Terms more than twelve months after the claimant became, or ought reasonably to have become, aware of the circumstances giving rise to it, save where Applicable Law prescribes a longer period which may not be shortened by agreement.

15. Indemnity

The User shall indemnify and hold harmless the Company, its officers, members, employees, and contractors against every claim, demand, proceeding, damage, loss, and reasonable cost (including legal fees) arising out of or in connection with: (a) the User's breach of these Terms or of any ancillary instrument; (b) the User's misuse of the Services; (c) content submitted by the User; (d) the User's operation of any Deliverable following handover; or (e) the User's violation of Applicable Law or of the rights of any third party.

16. Term, Suspension, and Termination

16.1 These Terms subsist for so long as the User accesses the Website or procures any Service.

16.2 Either party may terminate an engagement upon written notice where the other commits a material breach and, such breach being capable of remedy, fails to remedy it within thirty days of written notice specifying the breach and requiring its remedy.

16.3 The Company may suspend or terminate access forthwith and without notice where it reasonably apprehends conduct in violation of these Terms, of the Acceptable Use Policy, or of Applicable Law, or conduct which threatens the security or integrity of its systems or those of its providers.

16.4 Upon termination: (a) fees in respect of work performed to the date of termination fall immediately due; (b) licences granted to the User in respect of paid and delivered work survive; (c) each party shall return or destroy the Confidential Information of the other, save such copies as Applicable Law requires be retained; and (d) clauses 9, 10, 11, 13, 14, 15, 18, and 19 survive termination.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance attributable to an event beyond its reasonable control, including act of God, natural disaster, war, terrorism, civil disorder, epidemic, industrial action, act of government, failure of internet or utility services, or the failure, suspension, restriction, or discontinuation of any third-party platform upon which the Services depend. The affected party shall notify the other without delay and shall use reasonable endeavours to mitigate. Where such event subsists for more than sixty days, either party may terminate the affected engagement upon written notice without liability, save as to sums accrued.

18. Governing Law and Jurisdiction

18.1 These Terms and every non-contractual obligation arising out of or in connection with them are governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to any principle of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 The parties shall first attempt in good faith to resolve any dispute by direct negotiation between persons having authority to settle, for a period of thirty days from written notice of the dispute.

18.3 Failing such resolution, the state and federal courts sitting in Sheridan County, Wyoming shall have exclusive jurisdiction, and each party irrevocably submits to the personal jurisdiction of those courts and waives any objection founded upon venue or forum non conveniens.

18.4 Consumers. Where the User is a consumer, clause 18.3 does not deprive that User of the protection afforded by the mandatory provisions of the law of that User's country of residence, and proceedings may be brought in the courts of that country.

18.5 Waiver of class proceedings. To the fullest extent permitted by Applicable Law, every dispute shall be brought in an individual capacity only, and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

18.6 Nothing in this clause 18 precludes either party from seeking injunctive or other equitable relief in any court of competent jurisdiction in respect of the infringement or threatened infringement of intellectual property rights or of confidentiality obligations.

19. General

19.1 Entire agreement. These Terms, together with the Order Form and the instruments incorporated at clause 1.3, constitute the entire agreement between the parties and supersede every prior agreement, representation, and understanding, whether written or oral. Each party acknowledges that it has not relied upon any statement not expressly set out herein, save that nothing limits liability for fraudulent misrepresentation.

19.2 Variation. The Company may amend these Terms from time to time. Material amendment shall be denoted by revision of the version number and date at the head hereof and, where significant, by direct notice. Continued use following the date of effect constitutes acceptance. Amendments to an executed Order Form require the written agreement of both parties.

19.3 Severability. Where any provision is held invalid or unenforceable, it shall be severed or modified to the minimum extent necessary, and the remainder shall continue in full force.

19.4 Waiver. No failure or delay in exercising any right operates as a waiver, and no single or partial exercise precludes any further exercise.

19.5 Assignment. The User may not assign, novate, or otherwise deal with these Terms without the Company's prior written consent. The Company may assign to an affiliate or to a successor in connection with a merger, financing, or disposal of assets.

19.6 Third-party rights. No person who is not a party to these Terms has any right to enforce any provision hereof.

19.7 Relationship. Nothing herein creates a partnership, joint venture, agency, fiduciary, or employment relationship. Each party acts as an independent contractor.

19.8 Notices. Notices to the Company are to be given to mgmt@blackswanventuresgroup.com and, where the notice is of a formal character, additionally by post to the registered office. Notices to the User are to be given to the electronic mail address last notified. Notice is deemed given upon transmission, or upon the second business day following posting.

19.9 Language. These Terms are drawn in the English language, which shall prevail over any translation, save where mandatory Applicable Law provides otherwise.

19.10 Survival. Every provision which by its nature ought to survive termination shall so survive.

20. The Company

All correspondence, of whatever nature, is to be addressed to the single address stated above. Prefixing the subject line with the word LEGAL assists in routing but is not a condition of valid notice.