Terms & Conditions

These Terms & Conditions ("Terms") govern the access to this website and the provision of professional services by Blackgem Labs ("Blackgem", "we", "us") to its clients ("Client", "you"). By engaging Blackgem or signing a Statement of Work ("SOW"), the Client accepts these Terms, which complement — and, where conflicting on commercial scope, are superseded by — the specific terms of the applicable SOW or proposal.

1. Services

Blackgem provides senior-led cybersecurity and AI security advisory services, which may include strategic assessments, offensive security guidance, AI security reviews, threat-informed advisory, and related deliverables, as detailed in each SOW. Services are advisory in nature; implementation of recommendations remains the Client's responsibility.

2. Deliverables

• Format: deliverables are typically written reports, executive briefings, frameworks, technical notes, or recorded sessions, delivered electronically via secure means agreed with the Client.
• Acceptance: unless otherwise stated in the SOW, deliverables are deemed accepted ten (10) business days after delivery if no written objection (detailing specific, material non-conformities with the SOW) is received.
• Intellectual property: upon full payment, the Client receives a non-exclusive, perpetual, worldwide license to use the deliverables for its internal business purposes. Blackgem retains ownership of all pre-existing materials, methodologies, frameworks, tooling, and know-how, including anonymized learnings.
• No warranty of outcomes: security is probabilistic. Deliverables reflect professional judgment based on information available during the engagement and do not guarantee detection or prevention of any specific incident.

3. Client responsibilities

• Provide timely, complete, and accurate information, access, and authorizations required to perform the services.
• Ensure it has the necessary rights and consents for any system, data, or third party included in the scope (especially for offensive security activities).
• Designate a qualified point of contact authorized to make scope decisions.

4. Fees, invoicing, and taxes

Fees are set forth in each SOW. Unless otherwise agreed, invoices are issued in advance or against milestones and are payable within fifteen (15) calendar days. Late amounts accrue interest at the maximum legal rate. All fees are exclusive of applicable taxes (including VAT/IVA and withholdings), which are the Client's responsibility.

5. Cancellations & refunds

• 14-day guarantee: the Client may cancel an engagement within fourteen (14) calendar days from SOW execution and receive a full refund, provided that no deliverable has been issued and no material work product has been shared.
• After 14 days or after deliverables are issued: the Client may cancel at any time, but fees corresponding to work performed and to non-cancellable third-party costs through the effective termination date are non-refundable. Any prepaid balance not yet earned will be refunded on a pro-rata basis.
• Termination for cause: either party may terminate the engagement for material breach not cured within fifteen (15) days of written notice. Sections intended to survive termination (IP, confidentiality, liability, governing law) will continue in effect.
• How to request: refund requests must be submitted in writing to blackgem@blackgem.net. Approved refunds are processed within fifteen (15) business days using the original payment method, net of bank or processor fees.

6. Confidentiality

Each party will protect the other's confidential information with at least the same care it uses for its own, and use it solely to perform or receive the services. Obligations survive termination for five (5) years, or indefinitely for trade secrets.

7. Data protection

Both parties will comply with applicable data-protection laws. Personal data processed by Blackgem on behalf of the Client is handled as described in the SOW and, where relevant, in a separate data-processing addendum. See our Privacy Notice for processing carried out by Blackgem as controller.

8. Limitation of liability

To the maximum extent permitted by law, Blackgem's aggregate liability arising out of or relating to an engagement is limited to the fees paid by the Client to Blackgem for the specific SOW giving rise to the claim during the twelve (12) months preceding the event. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity. Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.

9. Independent contractor

Blackgem acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

10. Force majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, civil unrest, cyber-attacks on third-party infrastructure, or governmental measures.

11. Governing law & venue

These Terms are governed by the laws of the United Mexican States. Any dispute will be submitted to the competent courts of the Client's domicile, unless otherwise agreed in the SOW. The parties waive any other jurisdiction that may correspond to them by reason of their present or future domicile.

12. Miscellaneous

If any provision is held unenforceable, the remainder will continue in full effect. These Terms, together with the applicable SOW and any addenda, constitute the entire agreement on the subject matter and supersede prior understandings. Blackgem may update these Terms; the version in force at the time of SOW execution governs that engagement.