Blackprint Platform & Services Terms

1. Introduction and agreement

These Blackprint Platform & Services Terms ("Terms") are entered into between Blackprint B.V. ("Blackprint", "we", "us") and the customer entity identified in an applicable Order Form ("Customer", "you").

Blackprint provides a combination of professional services and platform access: workflow discovery, process documentation, AI opportunity analysis, automation design and build, access to the Blackprint platform, and Mission Control for monitoring live automations.

Each Order Form, Statement of Work, the Data Processing Agreement, and the Acceptable Use Policy forms part of this agreement. Each Order Form records the version and effective date of these Terms that apply to that Order Form. If there is a conflict, the Order Form prevails for commercial terms, and the Data Processing Agreement prevails for data protection matters.

2. Definitions

Key defined terms:

• Customer Data — data, files, workflow information, credentials, and content provided by or on behalf of Customer.
• Platform — the Blackprint web application, APIs, Mission Control, and related tooling made available to Customer.
• Services — discovery workshops, mapping, documentation, automation implementation, support, and other professional services described in an Order Form or SOW.
• Deliverables — workflow blueprints, documentation, automation configurations, and other outputs expressly identified as deliverables in an SOW.
• Client-Specific Outputs — Deliverables and other materials created specifically for Customer from Customer Data, including workflow blueprints, documentation, and the configuration of automations built for Customer. Client-Specific Outputs exclude the Platform and Blackprint Materials.
• Blackprint Materials — the Platform, software, product design, generic methodology, reusable automation patterns, templates, prompts, models, and know-how, including improvements to any of these.
• AI Outputs — recommendations, drafts, summaries, classifications, or automation actions generated through the Platform or Services from Customer Data or Customer instructions.
• High-Risk Action — see section 7.
• Confidential Information — non-public business, technical, or financial information disclosed by either party.

3. Services and platform access

Blackprint will perform the Services and provide Platform access as described in the applicable Order Form and SOW, using commercially reasonable skill and care.

Customer will designate appropriate contacts, provide timely access to relevant stakeholders, systems, and documentation, and review and approve milestones, automations, and outputs as reasonably requested.

Changes to the scope of an SOW (including additional workflows or automations) will be agreed in writing through a change order or new SOW before the additional work begins. Acceptance of Deliverables follows the process stated in the applicable SOW; absent a stated process, Customer is deemed to accept a Deliverable if it does not report material defects in writing within ten (10) business days of delivery.

Blackprint may update the Platform to improve security, performance, or functionality. Material adverse changes to core functionality will be communicated with reasonable notice where practicable.

4. Support and availability

Blackprint will use commercially reasonable efforts to keep the Platform available and to provide support during normal Dutch business hours via the contact channels notified to Customer.

Unless a separate written service level agreement (SLA) is referenced in the Order Form, the Platform is provided without a guaranteed uptime or response-time commitment. Planned maintenance will be scheduled to minimise disruption where practicable.

5. Customer responsibilities

Customer is responsible for the accuracy, lawfulness, and completeness of Customer Data and for ensuring it has the right to provide access to connected systems, mailboxes, files, and APIs.

Customer will maintain appropriate internal approvals, testing, and operational controls before relying on automations in production.

Customer will not use the Platform for unlawful purposes, to process special categories of personal data without a lawful basis, or in a manner that violates the Acceptable Use Policy.

6. Integrations and third-party systems

Where Services require integrations, Customer will provide credentials, API access, or other connectivity reasonably required by Blackprint.

Blackprint is not responsible for outages, rate limits, policy changes, or discontinuation of third-party systems. Changes in third-party APIs may require additional work, which may be subject to additional fees if outside the agreed SOW.

Customer controls permissions granted to Blackprint and may revoke access at any time, understanding that revoked access may limit or suspend automations dependent on that system.

7. AI outputs, accuracy, and human approval

Blackprint may generate recommendations, workflow outputs, drafts, classifications, or automation actions using AI and rules-based tooling.

AI Outputs are generated by automated systems and may be inaccurate, incomplete, outdated, or biased, and may not reflect Customer's specific circumstances. AI Outputs are assistive only and must be reviewed and validated by Customer. Blackprint does not provide legal, tax, accounting, HR, or regulatory advice.

Customer remains responsible for reviewing and approving AI Outputs and automations before relying on them for material business, financial, legal, compliance, or customer-facing decisions, unless a specific automation is expressly agreed in writing as fully autonomous.

A 'High-Risk Action' is an automated action that sends external communications, moves or deletes data, makes or authorises payments, changes records in a system of record, or otherwise has a material legal, financial, or operational effect. High-Risk Actions require human review and approval unless the parties expressly agree in writing that a specific automation may run autonomously.

Where the parties enable an autonomous automation, the Order Form or SOW will record its scope, the approval that authorised it, applicable guardrails or limits, monitoring responsibilities, and how it can be paused or rolled back. Customer remains responsible for outcomes of automations it has approved.

Training of AI models: Blackprint will not use Customer Data to train public or general-purpose foundation models. Blackprint will not use Customer Data to train Blackprint's own or any private models except in de-identified and aggregated form in accordance with section 8.

EU AI Act: the parties will reasonably cooperate to allocate and meet any applicable obligations under the EU AI Act and other applicable AI regulation as they take effect, including transparency and role-based duties.

8. Intellectual property

Customer Data. As between the parties, Customer owns all rights in Customer Data.

Blackprint Materials. As between the parties, Blackprint owns all rights in the Blackprint Materials, including all improvements, and nothing in this agreement transfers ownership of Blackprint Materials to Customer.

Client-Specific Outputs. As between the parties, Customer owns the Client-Specific Outputs upon full payment of the applicable fees, excluding any Blackprint Materials embedded in them. To the extent a Client-Specific Output incorporates Blackprint Materials, Blackprint grants Customer a non-exclusive, perpetual, worldwide licence to use those embedded Blackprint Materials solely as part of that Client-Specific Output for Customer's internal business purposes. Where embedded Blackprint Materials only function with the Platform, that licence applies only while Customer's right to use the Platform continues.

AI Outputs. As between the parties, AI Outputs generated from Customer Data are owned by or licensed to Customer to the same extent as the Customer Data from which they are derived, subject to the disclaimers in section 7. Customer may use AI Outputs for its internal business purposes during and after the term.

Aggregated insights. Blackprint may use de-identified and aggregated insights derived from providing the Services to improve the Blackprint Materials, provided individuals and Customer cannot reasonably be identified from such insights and such insights do not reveal Customer Confidential Information.

9. Fees and payment

Fees are as set out in the Order Form. Unless stated otherwise, fees are exclusive of VAT and similar taxes.

Invoices are payable within the period stated in the Order Form. Late payment may attract statutory commercial interest and reasonable collection costs under applicable law.

Blackprint may suspend Services or Platform access for overdue undisputed amounts after reasonable notice.

10. Term, renewal, and termination

The initial term is stated in the Order Form. Subscriptions renew for successive periods of equal length unless either party gives notice before the renewal date stated in the Order Form.

Either party may terminate for material breach not cured within 30 days of written notice, or as otherwise stated in the Order Form.

On termination, Customer's right to access the Platform ends except for any limited wind-down period stated in the Order Form. Sections intended to survive termination — including definitions, intellectual property, confidentiality, disclaimers, limitation of liability, and governing law — will continue to apply.

11. Data export and deletion

During the term, Customer may export Customer Data and Client-Specific Outputs using available Platform functionality or upon reasonable request.

After termination, Blackprint will delete or return Customer Data within 90 days, unless retention is required by law or the DPA states otherwise. Customer may request an export window during that period.

12. Confidentiality

Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, and not less than reasonable care.

Confidential Information may be disclosed to employees, contractors, and advisers with a need to know, subject to confidentiality obligations.

Exclusions apply for information that is public without breach, already known, independently developed, or rightfully received from a third party.

13. Warranties and disclaimers

Blackprint warrants that it will perform Services with reasonable skill and care and provide the Platform substantially in accordance with the applicable documentation during the term.

Except as expressly stated, the Platform and AI Outputs are provided 'as is'. Blackprint does not warrant that the Platform will be uninterrupted or error-free, or that AI Outputs will be accurate, complete, or fit for a particular purpose. Blackprint disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by law.

14. Limitation of liability

Neither party is liable for indirect, consequential, special, or punitive damages, or loss of profits, revenue, or goodwill, except where such limitation is not permitted by mandatory law.

Subject to the following sentence, Blackprint's aggregate liability arising out of or related to the agreement (including the Data Processing Agreement) is capped at the fees paid or payable by Customer to Blackprint in the 12 months preceding the event giving rise to the claim. For claims arising from a breach of the Data Processing Agreement or of confidentiality obligations, this cap is two (2) times that amount.

The caps in this section do not apply to death or personal injury caused by negligence, fraud, wilful misconduct, intentional or grossly negligent acts, infringement of the other party's intellectual property, or Customer's payment obligations.

15. Indemnity

Customer will indemnify Blackprint against claims arising from Customer Data, unlawful use, or connection of systems without proper authority, except to the extent caused by Blackprint's breach of these Terms.

Blackprint will indemnify Customer against third-party claims that the Platform, when used as authorised, infringes a third party's intellectual property rights, subject to standard exclusions for combinations, modifications, or use outside scope.

Indemnification is conditional on the indemnified party promptly notifying the indemnifying party of the claim, allowing the indemnifying party to control the defence and settlement (provided any settlement does not impose non-indemnified obligations on the indemnified party), and providing reasonable cooperation at the indemnifying party's expense.

16. Force majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including outages of infrastructure or third-party providers, denial-of-service or other attacks, acts of government, strikes, or natural events.

The affected party will use reasonable efforts to mitigate the effect of the event. If a force majeure event continues for more than 60 days, either party may terminate the affected Order Form on written notice.

17. Changes to these Terms

Blackprint may update these Terms by publishing a new version at this URL with an updated version number and effective date.

For an existing Order Form, the version of the Terms recorded in that Order Form continues to apply until renewal. Updated Terms apply from the start of the next renewal term, or earlier if the parties agree in writing. Blackprint will give reasonable notice of material changes; if a material change has a material adverse effect on Customer, Customer may object before the change takes effect and the parties will discuss in good faith.

18. Publicity

Neither party may use the other's name or logo in marketing without prior written approval, except that Blackprint may identify Customer as a client in a standard client list unless Customer opts out in writing.

19. Governing law and disputes

These Terms are governed by the laws of the Netherlands, excluding conflict-of-law rules.

The competent courts of Amsterdam, the Netherlands have exclusive jurisdiction, without prejudice to either party's right to seek urgent injunctive relief.

20. General

Neither party may assign the agreement without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

Notices must be in writing to the contacts stated in the Order Form or to the legal addresses of the parties.

If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.