Legal

Terms & Conditions

In plain terms

We are Blackmont Holding LLC, based in Sheridan, Wyoming, USA (EIN 35-2945096). We're known under the brand "Blacklyne". These terms govern what applies between us and you when we work together.

How to reach us:

For DACH: Oskar-von-Miller-Ring 20, 80333 Munich · Phone: +49 1522 3165785 · Email: [email protected]

For UK: 10 York Road, London, England SE1 7ND · Email: [email protected]

1. Who these terms apply to

1.1 These terms apply to all contracts with enterprises, self-employed or commercial entities and public-sector bodies. For UK customers: we work exclusively on a B2B basis; the UK Consumer Rights Act 2015 does not apply.

1.2 We work exclusively with businesses (B2B). We do not enter into contracts with private individuals. By concluding a contract with us, you confirm that you are acting as a self-employed person or business, not as a private individual. You usually do this with a checkbox during onboarding or by paying the first invoice.

1.3 Your own terms apply only if we have expressly agreed to them in writing.

1.4 We reject all forms of modern slavery and human trafficking. We comply with the UK Modern Slavery Act 2015 and EU Directive 2011/36/EU. We expect the same from our customers and partners.

1.5 Digital Services Act: where our services fall under the EU Digital Services Act, we comply with its transparency and content-moderation obligations.

2. What we do

2.1 We offer you the following services:

Conception, design and development of websites
Setup and maintenance of content management systems (CMS)
Building and configuring voice agents, WhatsApp systems and AI automations
Process, CRM and marketing-automation architecture
Ongoing maintenance, hosting and support as agreed

2.2 What exactly we do for you is set out in your quote or order confirmation. Unless otherwise agreed, we owe you the one-off creation; ongoing maintenance is extra.

2.3 We generally do our work ourselves and do not use subcontractors. Third-party platforms such as hosting providers, AI APIs or CRM platforms are pure technical infrastructure. We decide which tools to use by best technical standards and may switch them, as long as the service remains equally good for you.

2.4 Third-party services such as hosting, AI APIs or CRM platforms can occasionally have outages or maintenance windows; that's industry-standard. We cannot guarantee 100% availability.

2.5 AI systems and the EU AI Act: when we set up AI systems for you (voice agents, chatbots, automated response systems):

(a) You must clearly inform your end customers that they are speaking or writing with an AI - the EU AI Act requires this.
(b) You ensure your end customers can also speak with a human on request.
(c) If the EU AI Act prescribes logging obligations, you handle them as the operator. We help you technically.
(d) Our AI systems are not intended for high-risk areas such as justice, law enforcement or critical infrastructure. Please do not use them for that.

2.6 Cybersecurity: we follow industry-standard security practices (encryption, access control, regular updates). Once the EU Cyber Resilience Act applies, we implement the corresponding obligations.

3. How a contract is formed

3.1 Our offers are non-binding unless we expressly mark them as binding.

3.2 A contract is formed when:

You confirm the order in writing
You agree on a call (which we record with your knowledge)
You accept by email or messenger
You pay a deposit or first invoice

3.3 Changes to the contract require text form (email suffices). Oral agreements do not apply; we confirm anything important in writing.

3.4 Authority to represent: if you conclude the contract on behalf of a company or another business, you assure us that you are authorised to do so.

Important note: anyone who concludes a contract on behalf of a third party without authority is personally liable to us in full, including with private assets. This covers the fee, all expenses and consequential costs. So please make sure you really are authorised - or obtain consent from the authorised signatory beforehand.

4. Prices and payment

4.1 The prices from your quote or order confirmation apply. All prices are net.

4.2 Reverse charge for EU and DACH customers: as our seat is in the USA and we have no German VAT ID, business with VAT-liable companies in the EU runs via the reverse-charge procedure (§ 13b UStG). You as recipient are responsible for VAT. Please provide your VAT ID.

4.3 VAT reverse charge for UK customers: the same principle applies under UK VAT law, provided you are VAT-registered.

4.4 If you have no VAT/UStID number: we can either add the applicable taxes to the invoice or decline the order. If your tax data is incorrect, please correct it immediately, otherwise you bear the costs and tax consequences.

4.5 Payment term: our invoices are generally due within 7 days of the invoice date, without deduction. If we've agreed other terms or instalments, that's stated on the invoice or in a separate agreement. The dates and deadlines communicated on the invoice always apply.

4.6 How the dunning process works - clear and fair:

(a) After the 7 days, you are automatically in default. We are not legally required to send a separate reminder.
(b) We still send you one (1) reminder with a further 7-day deadline so you get a second chance.
(c) If after a total of 14 days there's still no payment, we forward the claim to our partners without further warning: Creditreform Inkasso for DACH, Experian Business UK or comparable partners for the UK.
(d) All costs arising from the dunning and collection process (reminder fees, collection, lawyer, court) are paid by you.

4.7 Default interest and lump sums for DACH/EU:

Default interest: 9 percentage points above the base rate
Reminder fee per reminder: €15.00
Default lump sum: €40.00
Collection processing fee: €75.00

4.8 Default interest and lump sums for the UK (under the Late Payment of Commercial Debts Act 1998):

Statutory interest: 8 percentage points above the Bank of England base rate
Fixed compensation: £40 for invoices up to £999.99 · £70 for invoices between £1,000 and £9,999.99 · £100 for invoices from £10,000
Collection processing fee: £75

We reserve the right to claim further damages.

4.9 What happens to your services in case of default: if you are in default with a payment, we may pause ongoing services and lock access to systems (website, CMS, voice agents, automations, CRM).

We handle this fairly and look at each case individually. Normally you get a 7-day grace period after a reminder before we lock anything. In particularly serious cases (e.g. repeated default, clearly no willingness to pay, threatened loss of receivables), the lock can also happen immediately.

During the lock, the monthly fee still applies. We unfortunately cannot pay damages for a justified lock.

4.10 Creditworthiness: we reserve the right to obtain credit reports. If a report is negative or you have defaulted for the first time, we can only offer future services against advance payment. In DACH we work with Creditreform, in the UK with Experian Business UK or similar partners. By concluding the contract you consent to this data transfer.

4.11 Set-off: you may only set off counterclaims if they are undisputed or have been legally established. You only have a right of retention from the same contractual relationship.

4.12 For instalments: the amounts and deadlines agreed on the invoice or in writing apply. If individual instalments are not paid on time, we are not liable for resulting delays or pauses. If you are in arrears with two consecutive instalments or a corresponding total amount, the entire outstanding sum becomes due immediately.

4.13 Price adjustment: for ongoing services (hosting, maintenance, service packages) we may adjust prices once a year, by a maximum of 15% per adjustment. We tell you at least 30 days in advance in text form. If the increase doesn't suit you, you can give special notice as of the increase taking effect.

5. What we need from you

5.1 So we can do good work, we need the necessary information, texts, images, logos and access credentials from you - in good time and in suitable form.

5.2 You assure us that you actually hold the rights to everything you give us. If third parties make claims (over copyright, trademark or personality rights), you indemnify us.

5.3 If you deliver things late and the schedule shifts as a result, that's not our fault. Deadlines shift accordingly.

5.4 Backup is your responsibility: you are responsible for regularly backing up your content and data, unless we have explicitly taken on a backup service. We only have to restore data if we have expressly taken that on contractually.

6. Acceptance and warranty

6.1 When we've created a work for you (e.g. a website), you must accept it once it is essentially as agreed.

6.2 Acceptance is deemed to have taken place automatically if you use the service productively (e.g. the website goes live) or you don't report material defects in writing within 14 days of handover.

6.3 What we guarantee: our warranty relates to the work we delivered - i.e. the agreed functionality, the assured properties and freedom from material and legal defects.

6.4 Very important - self-modification: as soon as you or someone on your behalf makes changes to our works yourself (to code, configurations, designs, AI setups, CRM structures, domains or hosting settings) without us reviewing or approving it beforehand, the warranty ceases automatically. This is industry-standard - we can't be answerable for something we didn't control.

6.5 For legitimate defects, we may first remedy them. If that fails, you can reduce the price or withdraw from the contract. The warranty period is 12 months from acceptance; longer statutory periods take precedence where applicable.

6.6 Small deviations from design drafts or preview versions are not defects, as long as they are technically justified or industry-standard.

6.7 For ongoing maintenance: if you've booked maintenance, we do it monthly as agreed. Here too: if you change something yourself without involving us, we can no longer provide maintenance or warranty for the affected areas.

7. Who owns the finished work

7.1 What we mean by "work": everything we create for you as part of our work belongs to the work. Specifically:

Websites, landing pages, the associated code
Designs, layouts, design systems, visual concepts
Logos, graphics and other design elements
Texts, headlines, copywriting
Strategic concepts, funnel architectures, process designs
AI setups, voice-agent configurations, prompts
Automations, workflows, integrations
CRM structures, pipelines, tag systems
Documentation, training materials, guides
All other work results created as part of the order

7.2 Usage rights come after full payment: once you've paid your invoice in full, you receive the simple, time- and territory-unlimited usage right for the agreed purpose.

7.3 Until payment, the work belongs to us: as long as not everything is paid, all rights remain with us. You may not use, exploit or modify the work beforehand.

7.4 We may show our work for marketing: we like to use our projects as references - in our portfolio, on social media, in case studies or pitches. By concluding the contract you consent to this automatically and irrevocably. A later unilateral prohibition is not possible; if you'd like to adjust something, just talk to us and we'll find a solution together.

7.5 Standard components such as frameworks, templates, libraries and tools remain with their respective rights holders.

7.6 Domains and accounts with third parties: domains, hosting accounts, AI-API access, messenger accounts and similar third-party accounts are, unless otherwise agreed, set up in your name - they belong to you. If we exceptionally hold an account in our name, we only transfer it by separate agreement and only once all outstanding invoices are paid.

7.7 If the work is used before payment: if you use our work before you've paid in full, that's a copyright infringement (§§ 15, 97 UrhG or the UK Copyright, Designs and Patents Act 1988). Such use exists in particular for:

Going live with the website under a publicly accessible domain
Taking designs, layouts, texts or code into other projects
Passing to third parties or another service provider
Commercial use of AI setups, voice agents, automations or CRM configurations
Independent operation of the work without a contractual basis
Reverse engineering or rebuilding the delivered works

7.8 What unauthorised use costs:

(a) In such a case, a contractual penalty equal to three times the agreed net fee of the affected order is due. This is the so-called triple license analogy and corresponds to established German Federal Court (BGH) case law.
(b) For ongoing services (hosting, maintenance, service packages) the penalty is calculated on the agreed net annual fee, but at least 12 monthly fees.
(c) Minimum amount per violation: €2,500.00 (for UK customers: £2,500.00).
(d) For repeated or particularly serious violations (e.g. transfer to third parties, reverse engineering) the triple license analogy remains, but the minimum penalty rises to €5,000.00 (for UK customers: £5,000.00).
(e) We reserve the right to claim further damages. A penalty already paid is offset against any damages beyond it.

7.9 What else we may do in case of unauthorised use:

Stop the use immediately and without warning (locking access, shutting down hosting, take-down requests to hosts, domain registrars or platforms)
Demand information on the type, extent and duration of use (§ 101 UrhG)
Demand the return or destruction of all copies of the work
Require a penalty-backed cease-and-desist declaration on repetition

7.10 Who has to prove what: if there are indications that the work is being used without authorisation (e.g. if it's online under a domain attributable to you), it's up to you to prove the use was authorised.

7.11 These provisions apply in addition to the suspension right in clause 4.9 and the retention of title in clause 7.3.

8. Handover to another provider and special services

8.1 If you wish, we'll help you hand your work over to another service provider or host (export of content, handover of configurations, account transfer).

8.2 Migration, data export, account transfers, individual analyses, special requests and similar tasks not in the original scope are billed by time and effort. Standard hourly rate: €120.00 net or £120.00 net. We tell you the expected effort in advance.

8.3 The exact amount of additional fees depends on your system, the scope and the effort. We communicate this transparently in advance.

8.4 A handover only takes place once all invoices due by then are paid.

9. Support and response times

9.1 We aim for record-breaking support. Normally we get back to you within a few hours.

9.2 For critical emergencies (e.g. website completely offline, security incident) we usually respond within 30 minutes during normal business hours.

9.3 A guaranteed response or resolution time (service level agreement) only applies if we've expressly agreed it in the individual contract.

10. Liability

10.1 For intent and gross negligence, and for injury to life, body or health, we are liable without limitation.

10.2 For simple negligence we are liable only if we breach essential contractual duties (cardinal duties). Liability is then limited to the typical, foreseeable damage - at most the net fee agreed in the order.

10.3 For lost profits, indirect damages, consequential damages or data loss we are not liable within the limits of the law.

10.4 We are not liable for outages of third parties (hosting, AI APIs, messengers, CRM and automation platforms) absent our fault.

10.5 AI systems such as voice agents or chatbots may occasionally give incorrect answers. We cannot guarantee the factual correctness of all AI responses. You remain responsible for review and approval before going live.

10.6 Force majeure: we are not liable for delays or outages due to force majeure. This includes in particular:

Natural disasters, pandemics, strikes, official orders
Cyber-attacks, large-scale internet or power outages
Outages of AI APIs, e.g. OpenAI, Anthropic, Google AI, Microsoft Azure AI
Outages of cloud providers such as Amazon Web Services, Microsoft Azure or Google Cloud
Outages of hosting, CRM or messenger platforms
Maintenance windows or version changes of major third parties

Agreed deadlines extend by the duration of the impediment.

11. Confidentiality

What we learn about each other we keep to ourselves - whether trade secrets, customer data or technical configurations. This confidentiality continues after the contract ends.

12. Data protection and processing

12.1 We comply with the GDPR, UK GDPR and UK Data Protection Act 2018. Details are in our privacy policy.

12.2 If we process personal data on your behalf, we conclude a separate data processing agreement (DPA) under Art. 28 GDPR with you.

13. Term and termination

13.1 For one-off orders, the contractual relationship ends with acceptance of the service and full payment.

13.2 Monthly termination for ongoing services: ongoing services such as hosting, maintenance, service packages, AI setups or CRM support can, unless otherwise agreed, be cancelled monthly to month-end with one month's notice. Amounts already paid for the current month are not refunded pro rata.

13.3 Extraordinary termination: both sides may terminate for good cause at any time. For us, good cause is in particular:

Payment default of more than 14 days
Repeated breaches of your cooperation duties
Unauthorised use under clause 7.7
Insolvency application or apparent inability to pay
Persistent breach of confidentiality

13.4 Terminations require text form - an email to [email protected] is enough.

13.5 What happens after termination: our ongoing services end when the termination takes effect. Handover of your work to you or a new provider is governed by clause 8 - provided all outstanding invoices are paid.

14. If we change or you get acquired

14.1 If we transfer the contract: we may transfer the contract with all rights and obligations, in whole or in part, to an affiliated company or legal successor, e.g. in a company sale, restructuring or merger.

14.2 6-month transition period for you: if that happens, you get a 6-month transition period and can give extraordinary notice within that time if continuing with the new contracting party is unreasonable for you.

14.3 If you get acquired: you may only transfer the contract to a third party with our written consent. If you are acquired (change of control), we can either continue the contract or terminate with 30 days' notice where there are legitimate grounds (e.g. a competitive relationship).

15. Applicable law and dispute resolution

15.1 Applicable law: the law of the US state of Wyoming applies to our contracts, excluding the UN Sales Convention. For customers from the EU, mandatory GDPR provisions and other mandatory EU rules apply. For UK customers, mandatory UK GDPR, UK Data Protection Act 2018 and other mandatory UK rules apply.

15.2 Dispute resolution for DACH customers: for disputes with customers from Germany, Austria or Switzerland we have deliberately chosen against lengthy court proceedings. Instead, the German Arbitration Institute (DIS) in Munich decides. The procedural language is German. For amounts in dispute under €100,000 a single arbitrator decides, above that three arbitrators.

15.3 Dispute resolution for UK customers: for disputes with UK customers, the London Court of International Arbitration (LCIA) in London is responsible. The procedural language is English. For amounts in dispute under £100,000 a single arbitrator decides, above that three arbitrators.

15.4 Other customers: for all other customers, the place of jurisdiction is Sheridan County, Wyoming, USA.

15.5 Interim relief: regardless of the above, either party may seek interim relief before the ordinary courts at the other party's seat.

16. Final provisions

16.1 Severability: should a provision of these terms be or become invalid, the remaining provisions remain valid. The invalid provision is replaced by the valid rule that comes closest to its economic intent. The same applies to gaps.

16.2 Written form: amendments, additions and side agreements to these terms and to the individual contract require text form. This also applies to waiving this written-form requirement itself.

16.3 We notify you of changes to these terms in text form. They are deemed approved by you if you do not object in writing within 6 weeks.

16.4 The contract language is German. If contracts are also available in English, the German version prevails in case of doubt. For UK customers, the English version prevails.

Blackmont Holding LLC · 1309 Coffeen Avenue, Sheridan, WY 82801, USA · EIN 35-2945096 · [email protected]
Correspondence Germany: Oskar-von-Miller-Ring 20, 80333 Munich, Germany · Correspondence UK: 10 York Road, London, England SE1 7ND, United Kingdom