1. Scope of Application

1.1 These General Terms and Conditions ("GTC") apply to all contracts between BlackMountain GmbH, Piaristengasse 1, 1080 Vienna, Austria ("Provider"), and its customers ("Customer") regarding the use of the cloud-based software platform "BlackMountain Platform" ("Platform") and any related services.

1.2 These GTC apply exclusively in a business-to-business (B2B) context. By entering into a contract, the Customer confirms that it is using the Platform in the course of its business activities and is not acting as a consumer within the meaning of the Austrian Consumer Protection Act (KSchG).

1.3 Any general terms and conditions of the Customer that deviate from, conflict with, or supplement these GTC shall only become part of the contract if and to the extent that the Provider has expressly agreed to their applicability in writing. This requirement of consent shall apply in all cases, even if the Provider performs services without reservation in knowledge of the Customer's terms and conditions.

1.4 In the event of any conflict between an individually executed agreement (e.g., an Order Form or License Agreement) and these GTC, the provisions of the individual agreement shall prevail.

2. Subject Matter and Description of Services

2.1 The Provider grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to use the BlackMountain Platform as Software-as-a-Service (SaaS) via browser-based access. API integration or any other technical integration into the Customer's IT systems is not part of the standard service and requires a separate agreement.

2.2 The scope of services includes, in particular:

(a) Infrastructure: Provision of the cloud-based Platform, including data hosting, access to AI models, and the ability to execute various use cases in the area of decision support;

(b) Features: Data preparation, data usability, and data anonymization;

(c) Access: Browser-based login for authorized users; no technical cooperation or action by the Customer is required for the provision of the Platform;

(d) User and Permissions Management: The Super-Admin designated by the Customer manages user permissions within the Customer's organization on the Platform.

2.3 The specific scope of services (module, number of users, token allowance, pricing) is defined in the applicable Order Form or individual contract.

2.4 The Provider is entitled to further develop the Platform technically and to update its functionality, provided that this does not materially diminish the contractually agreed scope of services.

3. Contract Formation

3.1 A contract is formed upon the Customer's acceptance of the Provider's offer. Acceptance may be communicated via email.

3.2 Contracts are signed electronically via DocuSign or a comparable legally recognized electronic signature method.

3.3 By accepting an offer, the Customer also agrees to the applicability of these GTC in their then-current version.

4. Fees and Payment

4.1 The Customer shall pay a monthly fee per user in advance at the beginning of each calendar month. The amount of the fee is set forth in the applicable Order Form or individual contract.

4.2 The monthly fee per user includes access to the Platform and a limited token allowance for the use of AI models available on the Platform. The specific token allowance is defined in the applicable Order Form or individual contract.

4.3 Token usage exceeding the included allowance shall be billed separately based on actual consumption. The price per additional token is set forth in the applicable Order Form or individual contract.

4.4 All amounts are exclusive of the applicable statutory value-added tax (VAT), which shall be charged in addition.

4.5 Invoices are issued monthly via email and are due within fourteen (14) days of the invoice date.

4.6 In the event of late payment, the Provider is entitled to charge default interest at the statutory rate. After an unsuccessful reminder with a reasonable grace period, the Provider is entitled to suspend access to the Platform until the outstanding amount has been paid in full.

4.7 The Provider is entitled to adjust prices with a notice period of at least thirty (30) days prior to the end of a calendar month. In such case, the Customer shall have a special right of termination effective as of the date on which the price adjustment takes effect.

5. Term and Termination

5.1 Unless otherwise agreed in an individual contract, the contract is concluded for an indefinite period.

5.2 Unless otherwise agreed in an individual contract, either party may terminate the contract with thirty (30) days' notice to the end of a calendar month (monthly termination).

5.3 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

(a) a party fails to fulfill material contractual obligations despite a written warning and a reasonable grace period;

(b) insolvency proceedings are opened against a party's assets or the opening of such proceedings is rejected for lack of assets.

5.4 Any termination must be made in text form (email is sufficient).

5.5 Upon termination of the contract, the Customer's access to the Platform will be deactivated. Upon request, the Provider shall make the Customer's data available in a common, machine-readable format within thirty (30) days after the end of the contract. After expiration of this period, the Provider is entitled to delete the Customer's data.

6. Additional Users and Adjustments

6.1 The Customer may add additional user licenses at any time at the then-current price per user/month. Additional users become effective at the beginning of the following calendar month.

6.2 A reduction in the number of users is possible with thirty (30) days' notice to the end of a calendar month.

6.3 Changes to the number of users must be communicated to the Provider via email.

7. Obligations of the Provider

7.1 The Provider shall make the Platform available to the Customer with commercially reasonable availability. Scheduled maintenance shall be announced to the Customer in advance where possible.

7.2 The Provider is responsible for the proper operation of the Platform, including hosting and data backup.

7.3 The Provider shall implement appropriate technical and organizational measures to protect the Customer's data, including encryption of data in transit and at rest.

7.4 The Provider is entitled to engage subcontractors (in particular cloud hosting providers and AI model providers) for the provision of services. The Provider shall be liable for their performance as for its own.

8. Obligations of the Customer

8.1 The Customer shall use the Platform only within the scope of the contractually agreed use and in compliance with applicable laws.

8.2 The Customer is responsible for managing the access credentials of its users and shall ensure that access is not shared with unauthorized third parties.

8.3 The Customer shall ensure that any data uploaded to the Platform does not infringe third-party rights and complies with applicable data protection regulations.

8.4 The Customer shall designate a Super-Admin who serves as the primary contact for user management on the Platform.

8.5 The Customer is solely responsible for the accuracy, completeness, and legality of the data it uploads, enters, or otherwise processes on the Platform.

9. Intellectual Property

9.1 All rights to the Platform, including source code, algorithms, documentation, trademarks, and design, remain with the Provider or its licensors. The Customer is granted solely the right of use described in Section 2.

9.2 The Customer does not acquire any ownership or other rights to the Platform beyond the contractually granted right of use.

9.3 Data entered by the Customer and results generated therefrom on the Platform remain the property of the Customer. The Provider does not acquire any rights therein except as necessary for the performance of the contract.

9.4 The Customer grants the Provider a limited, non-exclusive right to use the Customer's company name and logo for reference purposes (e.g., on the Provider's website or in marketing materials). The Customer may revoke this consent at any time in writing.

10. Confidentiality

10.1 Both parties undertake to keep confidential all confidential information of the other party obtained in the course of this contractual relationship and to use it only for the performance of this contract.

10.2 Confidential information includes, in particular, trade secrets, technical information, pricing, customer data, and the content of the contract.

10.3 The confidentiality obligation shall survive termination of the contract for a period of three (3) years.

10.4 The confidentiality obligation shall not apply to information that (a) is or becomes publicly known without the receiving party being responsible; (b) was already known to the receiving party prior to disclosure; (c) is lawfully communicated by a third party without any obligation of confidentiality; or (d) must be disclosed due to a legal obligation.

11. Data Protection

11.1 To the extent that the Provider processes personal data on behalf of the Customer in the course of providing services, the parties shall enter into a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR. The DPA shall be concluded as an annex to the individual contract and shall be provided by the Provider upon request.

11.2 The Provider shall process personal data exclusively in accordance with the Customer's documented instructions and in compliance with applicable data protection regulations, in particular the GDPR and the Austrian Data Protection Act (DSG).

11.3 Both parties are obligated to comply with the data protection regulations applicable to them.

12. Liability

12.1 The Provider shall be liable for damages caused by it, its legal representatives, or its vicarious agents in accordance with statutory provisions, provided that such damages are caused by intent or gross negligence.

12.2 In cases of slight negligence, the Provider shall only be liable for breach of material contractual obligations (cardinal obligations). In such cases, liability shall be limited in amount to the foreseeable, contract-typical damage and shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the damage, up to a maximum of EUR 10,000.00.

12.3 Liability for personal injury, under the Austrian Product Liability Act (PHG), and for fraudulently concealed defects shall remain unaffected by the above limitations.

12.4 The Provider shall not be liable for the economic success of the Customer's use of the Platform. Results generated on the Platform serve exclusively as decision support and do not constitute legally binding advice.

12.5 The Provider shall not be liable for damages resulting from interruptions, delays, or malfunctions of the Platform that are attributable to force majeure, failure of third-party providers (e.g., cloud or AI model providers), or circumstances beyond the Provider's control.

13. Warranty

13.1 The Provider warrants that the Platform substantially conforms to the description of services set forth in the applicable Order Form or individual contract.

13.2 The Customer shall report defects to the Provider in writing (email is sufficient) without undue delay after discovery.

13.3 In the case of justified defects, the Provider shall first, at its discretion, remedy the defect within a reasonable period (cure). If the cure is unsuccessful after a second attempt, the Customer shall have the right to a reduction in fees or, in the case of material defects, to extraordinary termination.

13.4 Warranty claims are excluded to the extent that defects are attributable to improper use of the Platform by the Customer or to circumstances not attributable to the Provider.

14. Force Majeure

14.1 Neither party shall be liable for non-performance or delayed performance of its contractual obligations to the extent that such non-performance or delay is caused by force majeure. Force majeure includes, in particular, natural disasters, wars, pandemics, governmental orders, failures of telecommunications networks, or power supply.

14.2 The affected party shall inform the other party without undue delay of the occurrence and expected duration of the impediment.

14.3 If the force majeure event continues for more than three (3) months, either party shall be entitled to terminate the contract with immediate effect.

15. Changes to these GTC

15.1 The Provider reserves the right to amend these GTC at any time. The Customer shall be notified of any changes at least thirty (30) days before they take effect, via email or through a notice on the Platform.

15.2 If the Customer does not object to the amended GTC within thirty (30) days of notification, the amended GTC shall be deemed accepted. The Provider shall specifically draw the Customer's attention to this consequence in the notification of amendment.

15.3 If the Customer objects to the amended GTC, the Provider shall be entitled to terminate the contract with thirty (30) days' notice to the end of a calendar month.

16. Final Provisions

16.1 This contract shall be governed by Austrian law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

16.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Vienna, Austria (competent court by subject matter).

16.3 Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid or unenforceable provision with a valid provision that most closely reflects the economic purpose of the invalid or unenforceable provision.

16.4 The Customer shall not be entitled to assign or transfer rights and obligations under this contract to third parties without the prior written consent of the Provider.

16.5 There are no oral side agreements. Amendments and supplements to these GTC must be made in text form (email is sufficient).