CRMPosition Terms and Conditions

1. Definitions

• Agreement: These Terms and Conditions, along with any applicable Proposal or SOW.
• Client Data: Any data, information, or material provided by the Client to CRMPosition, or accessed by CRMPosition within the Client's systems, in connection with the Services, which may include Personal Data.
• Confidential Information: Any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, client lists, financial information, technical data, trade secrets, know-how, and the specific content of deliverables (unless otherwise agreed).
• Deliverables: The specific reports, analyses, strategies, roadmaps, assessments, or other documented outputs prepared by CRMPosition for the Client as specified in the applicable Proposal or SOW.
• Intellectual Property Rights: Patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Personal Data: Any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws (including GDPR, UK GDPR, PDPA, nLPD).
• Proposal / Statement of Work (SOW): A document provided by CRMPosition and agreed upon by the Client that details the specific Services to be provided, scope, timelines, Deliverables, fees, and any specific terms for a particular engagement.
• Services: The strategic Artificial Intelligence (AI) consulting services tailored for Customer Relationship Management (CRM) applications provided by CRMPosition, as further described in Section 2 and detailed in the applicable Proposal or SOW.

2. Scope of Services

2.1. Service Description

CRMPosition agrees to provide the strategic consulting Services as described in the relevant Proposal or SOW. Services typically focus on assessment, planning, strategy development, and analysis related to the integration of AI into CRM processes, such as AI Vision & Strategy, Use Case Identification & Prioritization, AI Readiness Assessment, AI Technology Roadmap, AI-Ready Data Strategy, and ROI & Business Value Analysis.

2.2. Advisory Nature

CRMPosition operates as an independent advisor. The Services are strategic and advisory in nature. CRMPosition does not undertake the technical implementation, coding, or deployment of AI or CRM systems unless explicitly stated otherwise in a separate SOW specifically covering such activities.

2.3. Scope Changes

Any changes to the scope of Services must be agreed upon in writing by both parties (e.g., via a change order or amended SOW), which may result in adjustments to fees and timelines.

2.4. Standard of Care

CRMPosition will perform the Services using reasonable skill, care, and diligence, consistent with professional standards applicable to the consulting industry.

3. Client Obligations

3.1. Cooperation

The Client agrees to cooperate reasonably with CRMPosition and provide timely access to relevant information, systems, personnel, and resources necessary for CRMPosition to perform the Services effectively.

3.2. Information Accuracy

The Client is responsible for the accuracy, completeness, and legality of all Client Data and information provided to CRMPosition. CRMPosition is entitled to rely on the information provided by the Client.

3.3. Timely Feedback

The Client agrees to provide timely review and feedback on draft Deliverables or requests for information from CRMPosition to facilitate adherence to agreed timelines.

3.4. Decision Making

The Client retains ultimate responsibility for all decisions made based on the advice, analysis, or Deliverables provided by CRMPosition. The Client is responsible for the implementation of any recommendations provided.

3.5. Compliance

The Client is responsible for ensuring its own compliance with all applicable laws and regulations related to its business operations and its use of CRM and AI technologies, including data protection laws concerning Client Data for which it is the Data Controller.

4. Fees and Payment

4.1. Fees

The Client agrees to pay CRMPosition the fees for the Services as set out in the applicable Proposal or SOW. Fees may be structured as project-based fixed fees, daily rates, or hourly rates.

4.2. Expenses

Unless otherwise specified in the Proposal or SOW, reasonable and pre-approved out-of-pocket expenses incurred by CRMPosition in connection with the Services (e.g., strategic travel) will be reimbursed by the Client at cost.

4.3. Invoicing

CRMPosition will invoice the Client according to the schedule outlined in the Proposal or SOW (e.g., upon completion of milestones, monthly, upfront).

4.4. Payment Terms

Invoices are due and payable within 30 calendar days of the invoice date, unless otherwise agreed in writing. Payments shall be made in the currency specified on the invoice (typically CHF, EUR, or GBP) via the payment methods indicated (e.g., bank transfer to specified account details, Stripe payment link).

4.5. Late Payments

Overdue invoices may be subject to interest at a rate of 5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. CRMPosition reserves the right to suspend Services if payments are significantly overdue.

4.6. Taxes (VAT)

• For Clients within Switzerland, Swiss VAT (MWST) will be added to the fees at the applicable rate.
• For business Clients located outside Switzerland (e.g., in the EU/Germany, UK), fees are generally quoted exclusive of VAT. Swiss VAT will not be charged. The Client is responsible for accounting for any applicable VAT in their own jurisdiction under the reverse charge mechanism, where applicable. Invoices will include the Client's VAT identification number (if provided) and a note indicating the reverse charge applies, as required. The Client warrants that it is a taxable person for VAT purposes in its jurisdiction if the reverse charge mechanism is applied.
• The Client is responsible for any other applicable taxes, duties, or levies related to the Services in their jurisdiction.

5. Intellectual Property Rights

5.1. Pre-Existing IP

Each party retains ownership of all its pre-existing Intellectual Property Rights.

5.2. Deliverables

Upon full and final payment of all fees due for the relevant Services, CRMPosition grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use the Deliverables specifically prepared for the Client for its internal business purposes. Ownership of the specific Deliverables (the tangible expression, e.g., the report document) will transfer to the Client upon full payment.

5.3. Consultant's Methodology

Notwithstanding Section 5.2, CRMPosition retains ownership of all its underlying methodologies, frameworks, tools, know-how, generic templates, and general expertise used or developed in the course of providing the Services ("Consultant IP"). Nothing in this Agreement shall prevent CRMPosition from using the Consultant IP for other clients or purposes, provided it does not breach confidentiality obligations.

5.4. Client Data

The Client retains ownership of all Client Data.

6. Confidentiality

6.1. Obligation

The Receiving Party agrees to keep the Disclosing Party's Confidential Information confidential and not to disclose it to any third party without the Disclosing Party's prior written consent. The Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

6.2. Standard of Care

The Receiving Party shall protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but not less than a reasonable degree of care.

6.3. Exceptions

The confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was rightfully known by the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order (provided the Receiving Party gives the Disclosing Party prompt notice, where legally permissible, to allow intervention).

6.4. Duration

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of 5 years, or indefinitely for information qualifying as trade secrets under applicable law.

7. Data Protection

7.1. Compliance

Both parties agree to comply with all applicable Data Protection Laws concerning the processing of Personal Data under this Agreement.

7.2. Privacy Policy

CRMPosition's processing of Personal Data for which it is a Data Controller (e.g., Client contact details) is governed by the CRMPosition Privacy Policy, available at Privacy Policy.

7.3. Processor Role

Where CRMPosition processes Personal Data contained within Client Data solely on behalf of the Client (acting as a Data Processor), such processing shall be governed by a separate Data Processing Agreement (DPA) compliant with Article 28 GDPR and/or equivalent provisions under other applicable Data Protection Laws. The Client, as Data Controller, is responsible for ensuring it has a lawful basis for processing such Personal Data and for providing necessary notices to data subjects.

8. Warranties and Disclaimers

8.1. Service Warranty

CRMPosition warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards.

8.2. Internal AI Tools

The Client acknowledges that CRMPosition utilizes internal AI tools (such as ChatGPT and Google Gemini/Notebook) to enhance efficiency and quality in service delivery, as further detailed in the Privacy Policy. CRMPosition uses these tools responsibly and takes measures to protect the confidentiality of information processed through them.

8.3. Disclaimer of Results

While CRMPosition strives to provide high-quality strategic advice, the Client acknowledges that consulting services involve inherent uncertainties. CRMPosition does not guarantee any specific business outcomes, results, or financial returns from the implementation of its recommendations or the use of the Deliverables. The Client is solely responsible for the implementation and outcomes of decisions based on the Services.

8.4. Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8.1, CRMPOSITION MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES OR DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.5. Website Simulations and Tools

The simulations provided on this website, including calculators and assessments, are for informational purposes only and do not constitute contractual commitments. For custom advisory support, please reach out to us directly.

9. Limitation of Liability

9.1. Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRMPOSITION'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO CRMPOSITION FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3. Basis of Bargain

The parties acknowledge that the limitations of liability set forth in this Section 9 reflect the agreed-upon allocation of risk between the parties and are an essential element of the basis of the bargain, without which CRMPosition would not have entered into this Agreement or provided the Services at the agreed-upon fees. This is particularly relevant given CRMPosition operates as a sole proprietorship ("Raison Individuelle") with associated personal liability considerations. CRMPosition maintains professional liability insurance appropriate for the nature of its services.

10. Term and Termination

10.1. Term

This Agreement commences on the date specified in the Proposal or SOW and continues until the completion of the Services outlined therein, unless terminated earlier as provided below.

10.2. Termination for Cause

Either party may terminate this Agreement or a specific SOW immediately upon written notice if the other party materially breaches any provision of the Agreement and fails to cure such breach within 30 days of receiving written notice thereof. Material breach includes, but is not limited to, non-payment of fees by the Client.

10.3. Termination for Convenience

Either party may terminate a specific SOW for convenience upon providing 30 days prior written notice to the other party, unless otherwise specified in the SOW.

10.4. Consequences of Termination

Upon termination or expiration:

• The Client shall pay CRMPosition for all Services performed and expenses incurred up to the effective date of termination.
• Each party shall promptly return or destroy (at the Disclosing Party's request) all Confidential Information of the other party in its possession or control.
• Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Data Protection), 8.3/8.4/8.5 (Disclaimers), 9 (Limitation of Liability), 11 (Governing Law), and any other provisions which by their nature should survive, shall survive termination or expiration.

11. Governing Law and Dispute Resolution

11.1. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

11.2. Jurisdiction

Subject to Section 11.3, the parties irrevocably agree that the courts of Geneva, Switzerland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

11.3. Arbitration (Optional Clause)

As an alternative to litigation, the parties may agree in writing (e.g., within a specific SOW) to resolve any dispute arising out of or relating to this Agreement through binding arbitration. If agreed, the arbitration shall be conducted in Geneva, Switzerland in the English language, under the Rules of Arbitration of the Swiss Arbitration Centre by one or more arbitrators appointed in accordance with said Rules. The arbitral award shall be final and binding on the parties.

12. Miscellaneous

12.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

12.2. Amendments

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.3. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the Proposal/SOW or to such other address that may be designated by the receiving party in writing. Notices shall be deemed effectively given: (a) when received, if delivered by hand; (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient.

12.4. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, epidemics, pandemics, government actions, strikes, or significant interruptions to internet or power supplies ("Force Majeure Event"), provided that the affected party gives prompt written notice to the other party and uses reasonable efforts to resume performance.

12.5. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

12.6. Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign the Agreement in its entirety in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

12.7. Relationship of the Parties

CRMPosition is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

13. Contact Information

For any questions regarding these Terms and Conditions, please contact: