AI Concierge Programme Terms

Commercial particulars and current pricing: cashflowpositive.ai/concierge

Recitals

(A) The Company operates a programme known as the Cashflow Positive AI Concierge, whereunder it designs and installs a working artificial intelligence or sales automation system within a selected undertaking.

(B) The Programme is offered upon two distinct bases: the Founding Cohort, comprising the first ten undertakings admitted, to whom the build is supplied without fee; and the Continuing Programme, upon which every subsequent participant is admitted, and under which a fee is payable calculated upon the percentage basis described at clause 4.

(C) These Programme Terms govern participation upon both bases. They supplement the Terms of Service, which apply in their entirety and prevail in respect of any matter not addressed herein.

(D) The current commercial particulars of the Continuing Programme. The applicable percentage, the basis of calculation, the qualifying thresholds, and the terms of settlement in force from time to time, are published at cashflowpositive.ai/concierge and form part of this instrument as though set out herein.

1. Constitution of the Programme

1.1 The Programme comprises the design, configuration, testing, and handover of a working system within the participant's own systems and accounts.

1.2 Scope. The build is limited to ten (10) hours of design, build, and consultation time, measured by reference to the Company's internal time records.

1.3 Founding Cohort. The first ten (10) undertakings admitted to the Programme receive the build without fee. No charge is levied, no payment instrument is required, and no obligation to procure any further service arises. The consideration furnished by the participant is that set out at clause 5.

1.4 Continuing Programme. Upon the Founding Cohort being filled, the Programme continues upon the paid basis described at clause 4. The Company shall state upon the Website which basis is then in operation.

1.5 Nothing in this instrument obliges the Company to admit any applicant, to keep the Programme open, or to continue it upon any particular basis.

2. Application and Selection

2.1 The submission of an application creates no contract and confers no place upon the Programme.

2.2 The Company assesses applications by reference to fit, to the feasibility of a meaningful build within ten hours, to the availability of a person authorised to take decisions, and to the likelihood of a demonstrable result. The Company may decline any application in its absolute discretion and without assigning any reason.

2.3 A place subsists only upon the Company having confirmed admission in writing and the applicant having countersigned the programme confirmation.

2.4 The Company may verify any matter stated in an application. An application found to be materially inaccurate may be rejected, and admission granted upon such an application may be revoked, in either case without notice and without liability.

3. The Ten-Hour Limitation

3.1 The limitation at clause 1.2 is absolute. The ten hours comprise discovery, build, configuration, testing, and handover.

3.2 The following fall outside the Programme and are not comprised within the ten hours:

1. maintenance, monitoring, or support following handover;
2. retraining, rebuilding, or adaptation of the system consequent upon subsequent alteration to the participant's tools, processes, or personnel;
3. time lost by reason of any dependency unsatisfied on the participant's part;
4. subscription, usage, model, media, and every other third-party cost, which remains that of the participant;
5. any matter falling outside the scope recorded in the programme confirmation.

3.3 Upon exhaustion of the ten hours the engagement concludes. Continuation is available upon the Company's ordinary commercial terms, to be quoted separately. Neither party is under any obligation to continue.

3.4 The Company records time in good faith and shall furnish the tally upon request.

4. Fees Payable Under the Continuing Programme

4.1 Upon the Founding Cohort being filled, admission to the Programme is conditional upon payment of a participation fee.

4.2 Basis of calculation. The participation fee is calculated as a percentage, the applicable rate and the base upon which it is applied being those published at cashflowpositive.ai/concierge as at the date of the participant's admission. The percentage basis is determined by reference to, among other matters:

1. the scale and complexity of the systems into which the build is to be installed;
2. the measurable commercial value which the build is designed to address;
3. the extent of third-party integration required;
4. the participant's revenue band as declared upon application; and
5. such further criteria as the Company may publish from time to time.

4.3 The applicable rate, the base of calculation, the minimum and maximum sums payable, and the terms of settlement shall in every case be stated in writing to the applicant prior to admission and recorded in the programme confirmation. No fee is payable upon any basis not so stated in advance.

4.4 The version of the commercial particulars published at cashflowpositive.ai/concierge as at the date of admission governs that participant's engagement for its duration, notwithstanding any subsequent alteration.

4.5 Fees under the Continuing Programme are subject to the Refund, Cancellation & Withdrawal Policy. Clauses 5 and 6 hereof apply to Continuing Programme participants only where the programme confirmation expressly so provides; participation upon a paid basis does not of itself carry the publicity obligations attaching to the Founding Cohort.

5. Consideration Furnished by the Participant

5.1 As a condition of participation upon the Founding Cohort basis, the participant undertakes:

1. to take part in a recorded debrief upon conclusion of the build, of no more than forty-five minutes' duration;
2. to furnish a testimonial recording the participant's genuine and honest experience of the engagement;
3. to grant the licence set out at clause 6; and
4. to permit the Company to refer to the engagement, including by reference to the participant's name and mark, in material published by the Company.

5.2 Honesty as the condition, praise being no part of it.

The testimonial must express the participant's own honest opinion. Nothing furnished by the Company is conditional upon that opinion being favourable, and the Company shall not request that any testimonial be altered, moderated, or embellished. Where the participant's experience was unsatisfactory, the participant is invited to say so; the build nonetheless remains the participant's under clause 7, and the Company shall publish nothing.

This provision is not a courtesy. Under the Endorsement Guides of the United States Federal Trade Commission (16 C.F.R. Part 255) and the Rule on the Use of Consumer Reviews and Testimonials, the conditioning of any benefit upon the favourable character of a review is unlawful, as is the publication of an incentivised endorsement without disclosure of the incentive. The Company observes both requirements, and requires the same of any participant republishing material produced jointly.

6. Publication, Case Studies, and Likeness

6.1 The participant grants to the Company a worldwide, royalty-free, non-exclusive licence to reproduce, publish, and distribute the testimonial, the participant's name and mark, and the results and materials of the engagement, in any medium whatsoever, including the Publication in printed and electronic form, the Company's websites and social channels, sales materials, and advertising.

6.2 The licence at clause 6.1 is subject to the following protections:

1. Review. The participant shall be afforded sight of any written case study or attributed quotation prior to first publication, and may correct any error of fact and require the removal of any matter the participant regards as confidential.
2. Confidentiality. The Company shall publish no non-public financial figure, customer name, credential, or trade secret of the participant save upon specific written approval of that item.
3. Withdrawal. The participant may withdraw consent in respect of future use at any time by written notice, whereupon the Company shall cease further use within thirty days. The Company is under no obligation to recall printed editions already distributed nor to procure the alteration of archived third-party copies.
4. Personal data. Where a testimonial identifies a natural person, publication rests upon that person's consent under Article 6(1)(a) GDPR, withdrawable upon the same terms.
5. No obligation to publish. The Company may elect to publish nothing.

6.3 Save as withdrawn under clause 6.2(c), the licence subsists indefinitely.

7. Ownership of the Build

7.1 Upon completion or earlier termination, the configurations, workflows, prompts, and assets built within the participant's own systems and accounts remain with the participant, under a perpetual, worldwide, non-exclusive licence to use the same for the participant's internal business purposes.

7.2 The Company retains all right, title, and interest in its underlying frameworks, methodologies, prompt architectures, code libraries, and know-how, and remains free to employ generic components containing no Confidential Information of the participant.

7.3 The participant shall not resell, sublicense, or white-label the Company Materials.

8. No Guarantee of Result

8.1 The Programme is supplied "as is" and, upon the Founding Cohort basis, without fee and without warranty of any description.

8.2 The Company gives no guarantee, representation, or undertaking as to any specific revenue, pipeline, appointment, conversion, saving of time, or operational outcome. Artificial intelligence systems may produce inaccurate or incomplete output and require review by a natural person before reliance is placed upon them.

8.3 The participant is responsible for reviewing, testing, and approving any system prior to its deployment in production, and for its lawful operation thereafter, including compliance with data protection law, with the terms of every platform employed, and with any applicable regulation of artificial intelligence.

8.4 The RiskReverse Guarantee does not apply to the Programme upon the Founding Cohort basis. Its application to any Continuing Programme engagement arises only where the programme confirmation expressly so provides.

9. Liability

9.1 Nothing in this instrument excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any liability which may not lawfully be excluded, including liability for intent and gross negligence under German law.

9.2 Subject to clause 9.1, and no fee being payable upon the Founding Cohort basis, the aggregate liability of the Company arising out of or in connection with a Founding Cohort engagement shall not exceed one hundred United States dollars (USD 100).

9.3 Subject to clause 9.1, the aggregate liability of the Company in respect of a Continuing Programme engagement is limited in accordance with clause 14 of the Terms of Service.

9.4 The Company shall in no event be liable for indirect, incidental, consequential, or punitive loss, nor for loss of profit, revenue, data, or business opportunity.

10. Confidentiality

Non-public information disclosed in the course of the build is Confidential Information and shall be used solely for the purpose of delivering the build and, subject to clause 6, of producing approved case study material. Clause 11 of the Terms of Service applies mutatis mutandis.

11. Dependencies and Lapse of Place

11.1 The build is conditional upon the participant furnishing, within agreed periods: access to the relevant systems and accounts; the information requested; and a person authorised to take decisions, available for scheduled sessions.

11.2 Time lost by reason of any unsatisfied dependency is deducted from the ten hours.

11.3 Where any dependency remains unsatisfied for fourteen days, the Company may close the engagement and release the place to the next applicant. Work delivered to that point remains with the participant under clause 7.

12. Termination

12.1 Either party may terminate the engagement at any time upon written notice.

12.2 Upon termination: (a) work built within the participant's systems remains with the participant under clause 7; (b) the undertakings at clause 5 fall away only where the Company terminates without cause prior to handover; (c) where the participant terminates following handover, the licence at clause 6 subsists in respect of material already approved; and (d) clauses 6, 7, 8, 9, and 10 survive.

13. No Employment or Partnership

Participation creates no employment, agency, partnership, or joint venture. The Company acts throughout as an independent contractor.

14. Amendment

The Company may amend this instrument in respect of future applicants at any time. The version in force as at the date upon which a participant's place is confirmed governs that participant's engagement.

15. The Company

All enquiries concerning the Programme are to be addressed to mgmt@blackswanventuresgroup.com.

Current commercial particulars: cashflowpositive.ai/concierge

Schedule A, Current Commercial Particulars

This Schedule is the authoritative legal record of the commercial particulars referred to at clauses 1.4, 4.2, 4.3, and 4.4. The Website at /concierge displays a marketing summary of the same particulars for the benefit of applicants; where any discrepancy arises between that summary and this Schedule, this Schedule prevails.

This Schedule is amended by the Company from time to time. The version in force as at the date of an applicant's admission governs that applicant's engagement for its duration, notwithstanding any later amendment, consistently with clause 4.4.