Terms of Service · BVECrew

1. Who these terms cover

These Terms of Service ("Terms") govern your use of the BVECrew website at bvecrew.com, the Front Office client portal, and any evaluation or trial access Black Vault Engineering Group LLC ("BVE", "we", "us") gives you before a signed agreement is in place. By using any of them you agree to these Terms on behalf of yourself and, if you are acting for an organisation, that organisation.

If you have signed a Master Service Agreement with BVE, that agreement, its Placement Orders and its Data Processing Agreement govern the placements it covers and take precedence over these Terms wherever they differ. These Terms fill the gaps: website use, portal access, and anything not covered by a signed agreement.

2. Definitions

AI Staff Member (or crew member): A software agent BVE instantiates from a Charter and places with a client. An AI Staff Member is software operated by BVE and supervised by BVE personnel. It is not a natural person, an employee, a contractor or an agent of either party, and nothing in these Terms creates an employment or agency relationship.
Charter: BVE's written definition of a role: its permitted tasks, tools, maximum risk class, compliance pack and minimum profile tier.
Overlay: A client-specific configuration applied to a Charter for a Placement. An Overlay may only narrow a role. It never widens one.
Placement: One AI Staff Member engaged by one client under one Placement Order.
Engagement Type: One of Temp, Seasonal reserve, Standing or Temp-to-perm, as described at /engagements.
Residency Level: Where a Placement's data and runtime live: Keyed, Tenant or Vault, as described at /trust.
Risk Class: One of R0 (Read-only), R1 (Reversible internal writes), R2 (External output, sent after human approval) or R3 (Irreversible / production, always human-approved).
Client Data: Any data you or your systems make available to a Placement, and any output derived from it.

3. The service

3.1 BVE provides managed AI staffing: AI Staff Members placed with clients under a Charter, an Overlay and an Engagement Type, supervised by BVE personnel, with the approval tiers in section 5 enforced by the platform.

3.2 Every AI Staff Member discloses that it is AI-operated and supervised by a person. You may not configure, instruct or present an AI Staff Member so as to hide or contradict that. See the AI Disclosure Statement.

3.3 BVE may change the platform, add or retire roles in the Roster, and revise Charters. A change that narrows a role you have placed will be notified to you at least [N] days in advance except where required for security or legal compliance.

3.4 Nothing on the website is an offer. Prices are quoted in writing per Placement Order and are not published on the website.

4. Accounts and the Front Office

4.1 Front Office access is gated by identity. You are responsible for everyone who uses your organisation's access, for keeping credentials confidential, and for telling us promptly at the address in section 17 if you believe access has been compromised.

4.2 You must provide accurate account and contact information and keep it current. Approval requests for R2 and R3 actions go to the approvers you designate; if they are wrong, approvals will not reach the right person, and that is on you.

4.3 You may not share, sell or transfer access to the Front Office to any third party.

5. Supervision and approvals

5.1 Each AI Staff Member carries a maximum Risk Class set by its Charter. The platform enforces it: R0 and R1 actions run and are logged; R2 actions are queued and sent only after a designated person approves; R3 actions are always approved by a person and may require two approvers.

5.2 You are responsible for the approvals your designated approvers give. An approved R2 or R3 action is your action. BVE is responsible for the AI Staff Member acting only within its Charter, Overlay and Risk Class.

5.3 An Overlay may restrict tasks, tools, data sources and Risk Classes, and may add instructions within the Charter's limits. Any request to widen a role is a request for a new Charter and will be refused as an Overlay change.

5.4 BVE personnel supervise AI Staff Members, review scorecards, and may pause any Placement immediately if it behaves outside its Charter. We will tell you when we do.

6. Your responsibilities

Comply with the Acceptable Use Policy.
Have the right to give an AI Staff Member access to every system and data source you connect through Anchor.
Give the notices, and obtain the consents, your own laws require before a Placement processes personal data or communicates with your customers, including any bot-disclosure or AI-disclosure requirement that applies to you.
Not attempt to extract, reverse-engineer, jailbreak or prompt-inject an AI Staff Member, a Charter, or the platform.
Not use a Placement for any activity its Charter's compliance pack does not cover, including entering or handling payment card numbers, or any regulated activity outside the compliance pack you ordered.
Complete your part of the 72-hour onboarding window promptly. Delays you cause extend our deadlines day for day.

7. Fees

7.1 Fees are stated on each Placement Order and consist of some or all of: a one-time placement (onboarding) fee, a recurring fee per AI Staff Member per billing period set by the Engagement Type, a reserve fee and deposit for Seasonal reserve placements, a residency-level component, a conversion credit or fee for Temp-to-perm conversion, and professional services when ordered.

7.2 Invoices are due net [30] days. Disputed amounts must be raised in good faith within [15] days of the invoice date; the undisputed portion remains payable. Late undisputed amounts accrue interest at [RATE] per month or the maximum lawful rate, whichever is less.

7.3 Fees exclude taxes. You are responsible for sales, use, VAT and similar taxes other than taxes on BVE's income.

7.4 Under Tenant residency your cloud provider's charges are yours, paid directly to that provider, and are not BVE fees.

8. Term, suspension and ending

8.1 These Terms apply while you use the website or Front Office and, for a Placement not covered by a signed agreement, for the term on its Placement Order.

8.2 BVE may suspend access or pause a Placement immediately if you breach the Acceptable Use Policy, if continuing would create a security or legal risk, or if undisputed fees are more than [N] days overdue after notice. We restore access when the cause is resolved.

8.3 Either party may end a Standing Placement on [30] days' written notice after the probation period. Fixed-term Placements end on their end date unless extended or converted in writing.

8.4 On ending, your Client Data is available for export for [30] days, then deleted by destroying your dedicated encryption key (crypto-shred). BVE provides a signed Deletion Certificate. A dormant Seasonal reserve Placement is not ended by the close of its window; it is ended only by notice.

9. Data

9.1 Client Data is yours. BVE processes it only to provide the service, only within the Residency Level and model policy on your Placement Order, and only as described in the Privacy Policy and, where signed, the Data Processing Agreement.

9.2 BVE's subprocessors are Cloudflare (DNS, CDN, Access, Tunnel) and, for Standard-policy Placements only, the model provider you select on the Placement Order, which receives only context that BVE has already redacted locally. No other subprocessor is used.

9.3 BVE keeps a hash-chained audit log of every action taken by an AI Staff Member on your Placement. You may export it during the term and the export window.

10. Intellectual property

10.1 BVE owns the platform, the Roster, every Charter, the AI Staff Member identities and all improvements to them. Nothing in these Terms transfers them to you.

10.2 You own your Client Data and the output an AI Staff Member produces for you from it, subject to any third-party rights in the inputs. BVE claims no ownership of your output.

10.3 Overlays are your configuration of BVE's Charter. You may take your Overlay's instructions with you when a Placement ends; the Charter it narrows stays with BVE.

10.4 You grant BVE a licence to use Client Data solely to provide the service. BVE does not use Client Data to train models for other clients.

11. Confidentiality

Each party will keep the other's non-public information confidential, use it only for these Terms, and protect it with at least reasonable care, for [N] years after the relationship ends, except where disclosure is required by law (with notice where lawful) or the information becomes public without breach.

12. Warranties and disclaimers

12.1 BVE warrants that the service will perform materially as described in the applicable Charter and Placement Order, and that every AI Staff Member will disclose that it is AI-operated.

12.2 An AI Staff Member can be wrong. Its output is produced by software and must be reviewed by you before you rely on it for any decision with legal, financial, medical, safety or regulatory consequences. BVE does not warrant that output is accurate, complete or fit for a particular purpose beyond what the Charter states.

12.3 Except as stated in 12.1, the service is provided "as is" and BVE disclaims all other warranties, express or implied, to the extent the law allows.

12.4 SOC 2 and other certifications are claimed only where an auditor's report exists. Current status is stated at /trust.

13. Limitation of liability

13.1 Neither party is liable for indirect, incidental, consequential, special or punitive damages, or for lost profits, revenue or data, arising from these Terms, however caused.

13.2 Each party's total liability under these Terms is limited to the fees paid or payable by you in the [12] months before the event giving rise to the claim.

13.3 The exclusions in 13.1 and 13.2 do not apply to: a party's breach of section 11, a party's indemnity obligations under section 14, gross negligence or wilful misconduct, or liability that cannot be limited by law. [COUNSEL TO CONFIRM CARVE-OUTS AND ANY DATA-BREACH SUPER-CAP]

14. Indemnity

14.1 You will defend and indemnify BVE against third-party claims arising from Client Data you provided, systems you connected without the right to do so, approvals your approvers gave, or your breach of the Acceptable Use Policy.

14.2 BVE will defend and indemnify you against third-party claims that the platform, as provided by BVE and used in accordance with these Terms, infringes that third party's intellectual property rights.

14.3 The indemnified party must notify promptly, give reasonable cooperation, and allow the indemnifying party to control the defence and settlement.

15. Governing law and disputes

These Terms are governed by the laws of [JURISDICTION] , without regard to conflict-of-laws rules. The parties will first try in good faith to resolve any dispute between senior representatives for [30] days. After that, disputes go to [COURTS OF / ARBITRATION UNDER] .

16. Changes to these terms

BVE may update these Terms. We will post the new version at /legal/terms with a new version number and effective date, and notify Front Office account holders at least [N] days before a material change takes effect. Continued use after the effective date is acceptance. A signed agreement is not changed by an update to these Terms.

17. Contact

Black Vault Engineering Group LLC, [REGISTERED ADDRESS] .
[email protected] (placeholder -- HUMAN_ACTIONS: confirm real legal/privacy contact address)