Terms of Service

TERMS OF SERVICE 1. Acceptance By accessing and using this website and engaging with Black Sea Group LLC, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service in their entirety. If you do not agree to all of these terms, do not use this website or our services. Your continued use of the website and acceptance of any proposal or mandate constitutes your acceptance of these Terms of Service. 2. Who We Are Black Sea Group LLC is a New Mexico limited liability company with its registered address at 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, United States. You can contact us at contact@blackseagroup.io or visit our website at blackseagroup.io. These Terms of Service govern your use of our website and your engagement with our B2B intermediation services. 3. Eligibility Our website and services are intended solely for business-to-business transactions. You must be a representative of a legitimate business entity with the authority to enter into binding agreements on behalf of your company. We do not provide services to consumers or individuals acting in a personal capacity. By using our website or engaging our services, you represent and warrant that you are authorized to bind your company to these Terms of Service and any engagement agreement with us. 4. Use of the Website You agree to use this website solely for lawful purposes and in a way that does not infringe upon the rights of others or restrict or inhibit the use and enjoyment of the website by any third party. Prohibited behavior includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content, and disrupting the normal flow of dialogue within our website. You agree not to reproduce, duplicate, copy, or use for commercial purposes any portion of the website or its content without express written permission from Black Sea Group LLC. 5. Nature of Our Services Black Sea Group LLC functions as a B2B international commercial intermediary. Our role is limited to commercial representation of client companies and their products in foreign markets, business development, international expansion support, identification and background checks of potential buyers, distributors and suppliers, facilitation of introductions and business meetings, negotiation support, and coordination of commercial operations between sellers and buyers. We are not a party to any purchase contract between buyers and sellers. We do not buy, sell, hold title to, or ship any goods. We do not act as a bank, broker-dealer, payment institution, customs broker, or freight forwarder. We never hold client funds, arrange financing, or facilitate payment between parties. Purchase contracts are signed directly between the buyer and seller. Our role ends upon introduction and facilitation unless otherwise expressly stated in a written engagement agreement. We provide no guarantee that any introduced party will agree to purchase, sell, or conclude any transaction. Our services are limited to identifying potential counterparts, conducting due diligence within our scope of engagement, facilitating meetings and communications, and supporting negotiations. The ultimate decision to transact and the terms of any transaction are solely within the discretion of the parties involved. 6. Proposals and Mandates Every engagement with Black Sea Group LLC begins with a written proposal or mandate signed by both parties prior to the commencement of work. This proposal or mandate will specify in detail the scope of work, target markets or industries, duration of the engagement, fee structure, payment terms, and any other material terms applicable to that specific engagement. Nothing displayed on this website constitutes an offer of services, a proposal, or an invitation to transact with us. All website content is for informational purposes only. Any specific engagement is governed exclusively by the written proposal or mandate executed between you and Black Sea Group LLC. In the event of any conflict between these Terms of Service and the terms of a specific proposal or mandate, the terms of the proposal or mandate shall control with respect to that specific engagement. 7. Fees, Invoicing, and Payment Our fee structure is determined on a case-by-case basis and will be clearly stated in the written proposal or mandate for each engagement. Fees may be structured as a fixed fee for market research or feasibility studies, a combination of a fixed fee and success commission for commercial mandates, or an agreed amount per successfully intermediated operation. Success commissions are earned when the two parties introduced by Black Sea Group LLC execute a binding agreement during the term of the mandate or within any tail period specified in the mandate. The tail period, if any, will be clearly stated in the engagement agreement. Commissions are calculated based on the terms actually agreed between the buyer and seller and are payable upon execution of their binding agreement. Invoices are issued by bank transfer in either EUR or USD as specified in the proposal or mandate. Payment is due within the timeframe stated on the invoice. All invoices are sent to the email address provided by the client or as otherwise directed in writing. Any applicable taxes, including sales tax, VAT, or other government levies, will be borne and calculated as stated in the engagement proposal or mandate. 8. Cancellation and Termination Either party may terminate a commercial mandate or engagement by providing written notice as specified in the proposal or mandate. The notice period, if any, will be clearly stated in the engagement agreement. Upon termination, fees for work already performed and commissions already earned through the date of termination remain payable by the client. Fixed study fees are non-refundable once the deliverable study has been provided to the client. If Black Sea Group LLC is unable to commence work on a project for reasons beyond the client's control, any fees or deposits paid for that work will be refunded in full. Partial refunds for partially completed projects are not available except as explicitly authorized in writing by Black Sea Group LLC. 9. Client Responsibilities You represent and warrant that all information you provide to Black Sea Group LLC is accurate, complete, and truthful. You are responsible for ensuring that all products or services you represent comply with all applicable laws and regulations in the markets where they are offered. You must obtain and maintain all required permits, licenses, certifications, and approvals necessary for the lawful conduct of your business and the sale of your products or services in all relevant jurisdictions. You acknowledge that you are responsible for identifying and conducting due diligence on any potential counterparties introduced by us. Black Sea Group LLC provides background information and introductions to support your evaluation, but we do not guarantee the accuracy of information about potential counterparties or their ability to complete transactions. You must independently verify all representations made by any introduced party before entering into any transaction. 10. Non-Circumvention and Confidentiality You agree not to circumvent Black Sea Group LLC by directly contacting or transacting with any party introduced by us outside of our intermediation role or without our knowledge during the term of the engagement and for a period specified in the mandate, typically 24 months from the date of introduction. Violation of this non-circumvention clause may result in liability for commissions that would have been earned had you engaged our services for the transaction. All information exchanged between you and Black Sea Group LLC is confidential and will not be disclosed to third parties without your express written consent, except as required by law or to support the services we are providing on your behalf. We will similarly maintain the confidentiality of information provided to us by other parties and will not disclose your identity, business information, or transaction terms to any other party without your authorization. 11. Prohibited Operations and Sanctions Compliance You represent and warrant that you do not engage in transactions with parties subject to international sanctions, restricted parties lists, or designations by any government authority, including but not limited to the U.S. Treasury Department, the U.S. Department of Commerce, the United Nations, the European Union, or any other applicable jurisdiction. You are responsible for conducting all required screening and compliance checks on your counterparties. You further represent that all products and services represented to Black Sea Group LLC are lawful, do not involve counterfeit goods, do not violate any intellectual property rights, and are not restricted or prohibited from export or import under any applicable law. You will not engage us to facilitate transactions involving counterfeit goods, stolen property, goods derived from illegal activity, or goods whose sale is prohibited or restricted under applicable law. Black Sea Group LLC reserves the right to terminate any engagement immediately and without liability if we become aware that a client or any introduced party is subject to sanctions, is operating in breach of applicable law, or is involved in prohibited transactions. 12. Intellectual Property All content on the Black Sea Group LLC website, including text, graphics, logos, images, and software, is the property of Black Sea Group LLC or its content suppliers and is protected by applicable copyright and intellectual property laws. You are granted a limited, non-exclusive license to view the website content for your own use in evaluating whether to engage our services. Any other use, reproduction, or transmission of the content without express written permission is prohibited. If you provide Black Sea Group LLC with any information, proposals, business plans, or other intellectual property during your engagement, you retain ownership of that material. However, you grant us a license to use that information for the purpose of performing services on your behalf and to retain records of our work for internal purposes. We will not use your proprietary information for any other purpose or share it with other clients without your consent. 13. Disclaimers To the fullest extent permitted by law, Black Sea Group LLC provides its services and website on an "as is" basis without any representations or warranties, express or implied. We do not warrant that our services will result in any successful transaction, introduction, business opportunity, or financial outcome. We do not warrant that any introduced party will have the ability, willingness, financial capacity, or legal right to complete any transaction. We make no warranty regarding the accuracy, completeness, or reliability of any information about potential counterparties, markets, or business opportunities. While we exercise reasonable diligence in our introductions and recommendations, we do not guarantee the truthfulness, solvency, or legal compliance of any party we introduce or any information they provide. We do not warrant that the website will be free from errors, viruses, malware, or interruptions. Any reliance you place on information provided by Black Sea Group LLC or any introduced counterparty is at your sole risk. Black Sea Group LLC is not responsible for any loss, damage, or negative outcome resulting from your decision to engage with any introduced party or to enter into any transaction. 14. Limitation of Liability In no event shall Black Sea Group LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunity, or loss of use, even if advised of the possibility of such damages. The total liability of Black Sea Group LLC for any claim arising out of or relating to your engagement with us shall not exceed the total amount of fees actually paid by you to Black Sea Group LLC under the relevant mandate or engagement agreement in the 12 months immediately preceding the claim. These limitations apply to all claims, whether based on contract, tort, strict liability, or any other legal theory, and regardless of whether we have been advised of the possibility of such damages. If applicable law does not permit the limitation of liability in the manner specified herein, the limitation shall be applied to the maximum extent permitted by law. 15. Indemnification You agree to indemnify, defend, and hold harmless Black Sea Group LLC, its owners, managers, and employees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from your violation of these Terms of Service, your provision of inaccurate or unlawful information to us, your engagement in prohibited transactions, your use of our services for unlawful purposes, or any claim by a third party arising from your conduct or your products and services. 16. Force Majeure Black Sea Group LLC shall not be liable for any failure or delay in performing our obligations under a mandate or engagement agreement that results from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, wars, civil unrest, government actions, pandemic, epidemic, or other extraordinary events. In the event of force majeure, Black Sea Group LLC will provide notice to the client and will make reasonable efforts to resume performance or offer alternatives as feasible. 17. Governing Law and Venue These Terms of Service and all engagements with Black Sea Group LLC are governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of law principles. Any legal action, suit, or proceeding arising out of or relating to these Terms of Service or our services shall be brought exclusively in the state or federal courts located in Bernalillo County, New Mexico. You hereby consent to the personal jurisdiction of those courts and waive any objection to venue in those courts. 18. Website Data Collection and Privacy The Black Sea Group LLC website collects contact form data only, specifically your name, company name, email address, phone number, service of interest, and message content. This data is sent directly to our mail server and is used solely to respond to your inquiry and to provide you with information about our services. We do not use analytics tracking, advertising cookies, or any form of behavioral tracking on the website. We use only strictly necessary localStorage to preserve your language preference and cookie consent preferences on the website. We do not retain, sell, or share your contact information with third parties except as necessary to perform services you have specifically requested or as required by law. Your contact information is maintained confidentially in accordance with Section 10 of these Terms of Service. 19. Changes to Terms of Service Black Sea Group LLC reserves the right to modify or update these Terms of Service at any time. Changes will be effective upon posting to the website and your continued use of the website or engagement with our services following any modification constitutes your acceptance of the modified terms. We encourage you to review these Terms of Service periodically. For existing engagements governed by a signed proposal or mandate, the terms of that specific agreement shall control unless both parties agree in writing to adopt updated terms. 20. Contact Information If you have questions about these Terms of Service, wish to engage our services, or need to contact Black Sea Group LLC, you may reach us at contact@blackseagroup.io or visit our website at blackseagroup.io. Our mailing address is 1209 Mountain Road Pl NE, Ste R, Albuquerque, NM 87110, United States. 21. Effective Date These Terms of Service are effective as of September 28, 2026, and will apply to all use of the website and all engagements entered into on or after that date.