Standard Terms and Conditions of Services
1. General Provisions
1.1 These Terms and Conditions govern all commercial relationships between GMG Green Media Group Sàrl, operating as GMG.digital ("GMG"), and its clients ("Client") for the provision of AI integration, workflow automation, and digital strategy services.
1.2 By engaging GMG's services, the Client accepts these Terms in full. Any conflicting conditions in the Client's own documentation have no effect unless expressly accepted in writing by GMG in advance.
1.3 Services are provided on the basis of a written proposal or project agreement accepted by the Client. Any amendments must be agreed in writing by both parties.
2. Scope of Services
2.1 GMG.digital delivers services through a combination of in-house expertise and vetted independent specialists, depending on project requirements. The Client's contractual relationship is exclusively with GMG, which assumes full responsibility for the quality and delivery of all work.
2.2 GMG provides two primary categories of service:
- Custom-built tools: Proprietary solutions designed, built, and hosted by GMG on its own infrastructure.
- Third-party platform configurations: Setup, integration, and automation built on third-party platforms (such as n8n, Make, HubSpot, or similar). In this case, the tool operates within the third-party platform's own environment and is subject to that platform's terms of service.
2.3 Unless explicitly stated otherwise, service obligations are obligations of means, not obligations of result. GMG commits to applying professional skill and care in delivering agreed solutions but does not guarantee specific business outcomes.
2.4 The Client shall provide all information, access, and approvals reasonably required for delivery. Where delays occur due to outstanding Client inputs, project timelines will be adjusted accordingly and any additional costs directly incurred as a result may be invoiced to the Client.
2.5 Work outside the agreed scope will be treated as a change request and may incur additional fees. GMG will notify the Client and obtain written approval before proceeding.
3. AI-Generated Outputs
3.1 Services delivered by GMG may incorporate artificial intelligence tools and models, including those provided by third-party AI providers such as OpenAI, Anthropic, Google, or others ("AI Providers").
3.2 The Client acknowledges that AI-generated outputs — including text, data analysis, recommendations, classifications, or automated decisions — may contain errors, inaccuracies, or outputs that require human review. The Client accepts full responsibility for reviewing, validating, and approving all AI-generated outputs before acting on them or incorporating them into business processes.
3.3 GMG shall not be liable for any loss, damage, or consequence arising from the Client's reliance on AI-generated outputs without adequate human review and validation.
4. Third-Party Platforms & AI Providers
4.1 Where services are built on or integrated with third-party platforms or AI APIs, GMG's delivery is dependent on the continued availability, functionality, and pricing of those platforms. GMG shall not be liable for any disruption, change in functionality, deprecation of features, API modifications, or pricing changes introduced by third-party providers after delivery.
4.2 In the event that a third-party platform change materially affects a delivered solution, GMG will notify the Client and propose remediation options. Any work required to adapt the solution to such changes falls outside the original project scope and will be subject to additional fees.
4.3 The Client acknowledges that third-party platforms operate under their own terms of service, and that the Client's use of those platforms is subject to those terms independently of GMG.
5. SaaS Tools Hosted by GMG
5.1 Where GMG develops and hosts a proprietary SaaS tool as part of its service offering (such as CommsAI or similar products), the use of that tool is governed by the specific Terms and Conditions applicable to that product, provided separately to the Client at the time of onboarding.
5.2 These general Terms apply to the consultancy, setup, and integration services surrounding any such tool, but not to the ongoing operation of the hosted product itself.
6. Support, Maintenance & Warranty
6.1 Third-party platform configurations: GMG provides a warranty period of twelve (12) months from the date of delivery. During this period, GMG will remedy, at no additional cost, any errors or malfunctions directly attributable to GMG's original configuration and that constitute a deviation from the agreed specification at the time of delivery.
6.2 This warranty does not cover:
- Changes introduced by the third-party platform itself, including API updates, feature deprecations, interface changes, or pricing modifications.
- Modifications made by the Client or any third party to the configuration after delivery.
- Issues arising from the Client's own data, connected systems, or integrations outside GMG's agreed scope.
- Any reconfiguration required as a result of changes to the Client's business processes after delivery.
6.3 Any support required outside the scope of clause 6.1 and 6.2 is available as paid support, billed at GMG's standard rate as communicated at the time of the request.
6.4 Training and ongoing customisation: Where the project agreement includes training or post-delivery customisation, the terms, duration, and scope of those services are defined in the applicable project agreement.
7. Intellectual Property
7.1 GMG retains full intellectual property rights over all tools, systems, automations, code, architectures, and methodologies it creates, whether built from scratch or adapted from existing GMG frameworks. This applies to both custom-built tools and third-party platform configurations.
7.2 The Client is granted a non-exclusive, non-transferable licence to use the delivered solution for their own internal business purposes only. The Client may not share, sublicence, resell, or transfer the tool or any part of it to any third party without GMG's prior written consent.
7.3 All content, data, and outputs produced by the Client through use of a delivered tool remain the intellectual property of the Client.
7.4 GMG retains the right to use the underlying architecture, logic, and components of any delivered solution as a basis for work with other clients, provided no confidential Client information is incorporated or disclosed.
8. Data & Confidentiality
8.1 Both parties agree to treat the other's confidential information with strict discretion and not to disclose it to third parties without prior written consent, except as required by law.
8.2 GMG recommends, and will document in writing where relevant, that sensitive business data — including personal data, financial records, and proprietary information — be input, stored, and processed within the Client's own infrastructure wherever possible.
8.3 Where the Client chooses to share sensitive data with GMG during the course of a project, GMG will apply reasonable technical and organisational measures to protect that data. However, the Client accepts that by sharing such data with GMG, they assume the associated risk. GMG's liability for any loss, breach, or misuse of Client-provided data is capped at the total fees paid for the relevant project.
8.4 For clients operating in regulated industries (including but not limited to finance, healthcare, and legal services), the Client is solely responsible for ensuring that their use of GMG's services and any resulting tools comply with applicable sector-specific regulations. GMG can assist in identifying compliance requirements but does not provide regulatory, legal, or compliance advice.
8.5 Confidentiality obligations remain in force for three years following the conclusion of the relevant project or contractual relationship.
9. Data Protection
9.1 GMG processes personal data in accordance with the Swiss Federal Act on Data Protection (nFADP/LPD) and, where applicable, the EU General Data Protection Regulation (GDPR). Personal data is used solely to fulfil contractual obligations and is not sold or transferred to third parties except as required for project delivery.
9.2 The Client warrants that any personal data provided to GMG has been collected in compliance with applicable data protection laws.
10. Fees, Invoicing & Payment
10.1 All fees are set out in the project agreement, denominated in Swiss Francs (CHF), and exclusive of applicable taxes unless stated otherwise. For project-based engagements, a deposit of 50% of the total project fee is required before work commences. The remaining 50% is invoiced upon delivery, or at milestones as otherwise agreed. For retainer arrangements, the full fee for the relevant period is invoiced upfront at the start of each service period.
10.2 Invoices are payable within 30 days of the invoice date, unless otherwise agreed in writing.
10.3 In the event of non-payment by the due date, GMG reserves the right to apply default interest at 5% per annum on the outstanding balance, in accordance with Article 104 of the Swiss Code of Obligations. GMG may suspend services without prior notice in the event of overdue payment.
10.4 If payment remains outstanding more than 60 days beyond the due date, GMG reserves the right to engage a debt recovery service or initiate legal proceedings. All associated costs shall be borne by the Client.
10.5 Where a Client is subject to withholding tax under their domestic legislation, this is the exclusive responsibility of the Client. GMG invoices are payable in full with no deduction.
11. Liability
11.1 GMG's total liability for any claim shall not exceed the total fees paid by the Client for the specific project giving rise to the claim. GMG shall not be liable for indirect, consequential, or special damages, including loss of profits, loss of data, or loss of business opportunity.
11.2 GMG shall not be liable for any damages arising from the Client's reliance on AI-generated outputs, third-party platform failures, or changes introduced by third-party providers after delivery.
11.3 GMG shall not be required to indemnify the Client against claims brought by third parties arising from the Client's use of delivered tools or automations.
11.4 GMG shall not be liable for delays or failures caused by circumstances beyond its reasonable control. GMG will notify the Client promptly of any such event.
12. Claims
12.1 Any claim relating to deliverables or service performance must be submitted in writing within 8 calendar days of delivery. Claims submitted after this period will not be admissible.
12.2 Upon receipt of a valid claim, GMG will respond within 5 working days and propose a resolution. Both parties commit to seeking an amicable resolution before initiating legal proceedings.
13. Governing Law & Jurisdiction
13.1 These Terms are governed exclusively by Swiss law. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
13.2 The exclusive place of jurisdiction for Swiss-domiciled clients is the competent courts of the Canton of Vaud. For international clients, GMG reserves the right to bring proceedings before any court of competent jurisdiction.
14. Miscellaneous
14.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force.
14.2 These Terms, together with the applicable project agreement, constitute the entire agreement between the parties.
14.3 GMG reserves the right to update these Terms. Continued engagement following notification of changes constitutes acceptance of the updated Terms.