gecco legal
This agreement governs how you use the AI Solutions gecco builds for you. It covers intellectual property, liability, warranties, service levels and termination.
Your proposal, this agreement and the Mutual NDA and Data Processing Agreement together form your contract with gecco. Each governs its own subject matter.
By signing your proposal, you agree to all three.
This Agreement is published at https://www.geccohq.com/osla. It is incorporated into your Proposal by reference. By signing the Proposal you agree to it.
"gecco", "we", "us", "our" means gecco Ltd, registered in England under company number 15748830, whose registered office is at 27 Old Gloucester Street, London, WC1N 3AX.
"you", "your", "the Client" means the organisation named in the Proposal.
"Proposal" means the gecco proposal, service order or contract document signed by you, whatever it is titled, which sets out the commercial terms.
"OSLA" means this Online Subscription and Licensing Agreement, published at https://www.geccohq.com/osla.
"NDA/DPA" means the gecco Mutual Non-Disclosure and Data Processing Agreement, published at https://www.geccohq.com/nda-dpa.
"Contract" means the Proposal, the OSLA and the NDA/DPA together.
"AI Solutions" means the skills, projects, artefacts and schedules that gecco designs, deploys or maintains within your Workspace.
"Advanced AI Solutions" means websites, web applications, custom MCP connectors, agent builds and automation builds that gecco designs, builds or maintains for you. They are scoped and priced in your Proposal.
"Solutions" means AI Solutions and Advanced AI Solutions together. gecco uses this word to describe everything it builds. Where this Agreement imposes an obligation it names AI Solutions or Advanced AI Solutions, so that it is always clear which is meant.
"Platform" means the third-party AI platform selected for your deployment.
"Platform Provider" means the operator of that Platform.
"Workspace" means the environment in which AI Solutions are built, tested or deployed, whether yours or gecco's.
"Services" means the design, deployment, maintenance, training and consultancy gecco provides under the Contract.
"Privacy Policy" means the gecco privacy notice published at https://www.geccohq.com/privacy-policy.
"Amendment" means a document signed by both parties that varies one or more named terms of a named Contract and leaves everything else unchanged.
Each document in the Contract governs its own subject matter.
(a) The Proposal governs the commercial terms, meaning price, scope, deliverables, payment schedule and dates.
(b) The OSLA governs all other matters, including intellectual property, liability, warranties, service levels and termination.
(c) The NDA/DPA governs confidentiality and the processing of personal data.
Where a document contains a term outside its own subject matter, that term has no effect. Where two documents genuinely conflict within the same subject matter, the document that owns that subject matter prevails.
2.1 What this Agreement covers. This Agreement applies to all Solutions, meaning both AI Solutions and Advanced AI Solutions, and to every Service gecco provides under the Contract. Four clauses are specific to AI Solutions because of how AI Solutions are delivered, being the licence at clauses 3.1 and 6.5, the removal at exit at clause 16.1(b) and the warranty at clause 19.1. Those four do not apply to Advanced AI Solutions, which you own under clause 6.6 and which are scoped and priced in your Proposal. Every other clause of this Agreement applies to both.
2.2 What your tier includes. Your Proposal states your tier and your fee. What each tier includes is described at https://www.geccohq.com/adopt-ai-today. The description that applies to you is the one published on the date you signed your Proposal, and a copy is available on request from support@geccohq.com. gecco may change that page at any time for clients signing later, and a change does not alter what you are entitled to under your Proposal.
3.1 We grant you a non-exclusive, non-transferable licence to use the AI Solutions solely for your internal business purposes, for the term of this Agreement. The licence covers your authorised employees and agents, and you are responsible for their use.
3.2 You may:
(a) use the AI Solutions to support your internal business operations, including creating insights, drafting documents and running workflows;
(b) configure the AI Solutions as supplied; and
(c) generate outputs for your own client-facing work where the AI Solutions support your service delivery.
3.3 You may not:
(a) sell, share, rent, sub-license, redistribute or give third parties access to the AI Solutions without our written consent;
(b) reverse-engineer, replicate or create derivatives of the AI Solutions;
(c) provide direct access to the AI Solutions outside your organisation; or
(d) bypass usage limits or licensing mechanisms.
3.4 This Agreement does not sell or sub-license the Platform itself. Your use of the Platform is governed by your own agreement with the Platform Provider.
4.1 You procure your own Platform licences. You buy them directly from the Platform Provider and pay them directly. gecco does not buy, supply, resell or invoice for Platform licences. We will guide your procurement through the partner schemes we belong to.
4.2 Your relationship with the Platform Provider is yours. Your use of the Platform is governed by your own agreement with that provider, including their terms of service, data processing terms, security commitments, data residency options, retention policies and model training policies. gecco is not a party to that agreement and does not control it.
4.3 You are responsible for reviewing and accepting the Platform Provider's terms, and for confirming the current position directly with them before relying on it for your own compliance purposes. On request, gecco will confirm which Platform and configuration has been deployed for you.
4.4 Data residency. Data residency, hosting and processing location depend on the Platform, the subscription plan, the workspace configuration and the provider's terms in force from time to time, all of which may change. gecco does not guarantee that any Platform, model or Workspace will store or process data only in the United Kingdom, the European Union or any other territory, unless your Proposal expressly says otherwise.
4.5 The gecco delivery seat. You will add delivery@geccohq.com as a licensed user of your Workspace for the duration of the engagement, and pay for that seat as part of your own licence costs.
4.6 Seat level where gecco builds in your Workspace. Where clause 5.3 applies, so that all design, build and test work happens inside your own environment, the seat at clause 4.5 must be a premium seat or the nearest equivalent your Platform offers. Building and testing consumes materially more usage than ordinary access. You buy that seat in your own name and pay for it, as clause 4.5 requires. The cost of that seat is credited against your monthly retainer for the period covered.
5.1 Your Workspace. Where AI Solutions are deployed in a Workspace you own, you hold the relationship with the Platform Provider and that provider processes your data under your own agreement with them. gecco accesses your Workspace as your processor.
5.2 Clients on a Teams or equivalent business plan. Where you hold a Teams plan or an equivalent business plan with your Platform Provider, gecco may design, prototype and test AI Solutions in a gecco-controlled workspace as well as in yours, and deploys the finished AI Solution into yours. Where gecco does this:
(a) gecco will not place personal data or sensitive business information into the gecco-controlled workspace. gecco removes it, or replaces it with sample or anonymised data, before any of your material enters that workspace;
(b) gecco acts as your data processor and the providers behind gecco's tools act as gecco's sub-processors; and
(c) the NDA/DPA governs that processing and identifies gecco's current sub-processors.
5.3 Clients on an Enterprise plan, and data residency deployments. Where you hold an Enterprise agreement with your Platform Provider, or you have data residency requirements, gecco designs, builds and tests exclusively inside your own environment. gecco does not use a gecco-controlled workspace for your engagement. You must tell gecco before delivery starts so this can be arranged. Clause 4.6 applies to the seat gecco requires. In that case your own agreement with the Platform Provider governs that provider's processing, and gecco accesses your environment as your processor.
5.4 Delivery working material. Under both clause 5.2 and clause 5.3, some delivery work sits in gecco's own systems whichever plan you hold. gecco holds the documents you send it, records and transcribes sessions with you, and keeps its delivery notes, action lists and specifications in its own systems, including its own file storage and its own private code repositories, which are synchronised between gecco devices. This happens on every engagement, including where clause 5.3 applies and all design, build and test work is done inside your own environment. The NDA/DPA governs that processing and identifies the providers involved.
5.5 Administrative access. Where gecco manages your Workspace, you grant gecco administrative access for the duration of this Agreement. gecco uses that access only for maintenance, optimisation, compliance checks, troubleshooting and deploying AI Solutions.
5.6 Where you manage the Workspace and gecco does not have administrative access, gecco's ability to provide support, maintenance and troubleshooting is reduced, and gecco is not liable for issues arising from lack of access.
6.1 Pre-existing rights. Each party keeps ownership of its pre-existing intellectual property, materials, data, confidential information, methods, tools, templates, software, documentation and know-how.
6.2 Your materials. You keep ownership of your data, documents, business information, brand assets, policies, procedures, client materials and anything else you provide to gecco or upload into the Workspace.
6.3 gecco background intellectual property. gecco keeps ownership of all gecco background intellectual property. This includes, without limitation:
(a) gecco Core Documents and Core Document plugins;
(b) gecco context documents and context plugins;
(c) the standard AI Solutions in gecco's library;
(d) gecco prompt frameworks, methodologies, configuration approaches, processes and reusable logic;
(e) gecco training materials, guides, playbooks, templates, onboarding materials and documentation; and
(f) gecco improvements, refinements, updates or extensions to any of the above.
6.4 Core Documents and plugins. gecco owns its Core Documents and Core Document plugins as works in their own right, including where they have been configured, populated or refined using your information. You receive a licence to use them for your internal business purposes for the term of this Agreement, and that licence ends when this Agreement ends. Your underlying data and confidential information remain yours at all times, and gecco's ownership of these works gives gecco no right to disclose your confidential information, which stays protected by the NDA/DPA.
6.5 Licence to gecco deliverables. Unless your Proposal expressly says otherwise, gecco grants you a non-exclusive, non-transferable licence to use the AI Solutions, tools, templates, documents and other deliverables gecco supplies, solely for your internal business purposes, for the term of this Agreement.
6.6 Bespoke deliverables created with you. Where gecco creates a bespoke AI Solution or other deliverable specifically for you, you own that deliverable as configured for you, including all of your content, data and material within it.
gecco retains ownership of the underlying structure, logic, prompt architecture, workflow design and reusable components used to create it, and may reuse that underlying structure on other engagements once all of your content, data and identifying material has been removed from it.
This clause applies unless your Proposal states otherwise and both parties have agreed that in writing.
6.7 What you build yourself. Anything you create yourself, using only your own material, is owned by you in full. Where you create something using gecco frameworks, Core Documents, templates or prompt structures, you own what you produce, and the underlying gecco framework remains gecco's and stays licensed to you under clause 6.5.
6.8 Restrictions. You must not copy, reverse-engineer, reproduce, modify, distribute, resell, sub-license or disclose gecco background intellectual property, or create derivative works from it, except as this Agreement expressly permits.
6.9 Platform intellectual property. The Platform Provider keeps ownership of its platform, models, infrastructure and technology. Nothing in this Agreement transfers any rights in the Platform to either party.
6.10 Right to engage in other activities. Except for the confidentiality obligations in the NDA/DPA, nothing in the Contract restricts gecco's right to perform services for others, or to acquire, licence, market, distribute or develop, for itself or others, technology performing the same or similar functions to the Services.
7.1 The NDA/DPA governs confidentiality and the processing of personal data. Where this Agreement and the NDA/DPA overlap on those subjects, the NDA/DPA prevails.
7.2 AI Solution configurations, logic and workflows are Confidential Information under the NDA/DPA.
8.1 If either party wants to change the scope or timing of the Services, it submits the change in writing as a Change Request.
8.2 gecco will respond within a reasonable time with a written estimate of the effort required, any change to the charges, the effect on the timetable, and any other impact on the Contract.
8.3 The change takes effect when you sign the Change Request. Neither party is obliged to proceed with a change it has not signed.
8.4 Where quantifying a Change Request itself takes significant time, gecco may treat it as two requests: one authorising the assessment, and one for the change itself. Neither party is bound to authorise the second once the first is complete.
9.1 Charges for the Services are as set out in your Proposal. Where the Proposal does not specify a rate, gecco's current standard rates apply.
9.2 gecco may adjust its standard rates on written notice. Any increase will not exceed the change in the Retail Prices Index published by the Office for National Statistics since the last adjustment. If you do not accept an increase, you may terminate under clause 15.
9.3 Travel, mileage and accommodation. This clause applies wherever you ask gecco to deliver a session or other work at your premises, or at another location you designate.
(a) You pay the cost of gecco travelling to you. Mileage is charged at the HMRC approved mileage allowance rate in force at the time of travel. Where an overnight stay is necessary, you also pay gecco's reasonable accommodation and subsistence costs. Where public transport is used instead of a vehicle, you pay the fare at standard class.
(b) You see the cost before it is committed. Before anything is booked, gecco will tell you in writing what the travel, accommodation and subsistence for that visit are expected to cost.
(c) Nothing is booked until you agree it. gecco will not book travel or accommodation, and the visit is not confirmed, until you have agreed that estimate in writing.
(d) You may decline the cost. If you would rather not pay for a visit, tell gecco in writing at least 7 working days before the scheduled date. gecco will then deliver that session online or reschedule it, whichever you prefer, and you pay nothing for travel.
(e) Travel time. gecco does not charge for travel time during a fixed-price programme. Where gecco travels to you under a monthly retainer, travel time is deducted from that month's consulting allocation. Chargeable travel time will not exceed the time taken to travel from gecco's nearest office to that location.
(f) Where gecco has booked travel or accommodation on your agreement and you then cancel or postpone, clause 10 applies.
9.4 Where a third party increases its prices for anything gecco supplies to you, gecco may pass that increase on, except where a price has been agreed for a fixed term.
10.1 This clause applies to every session delivered under a programme or retainer, including onboarding, department discovery, training, AI Champion sessions and consulting hours.
10.1a Online sessions and in-person sessions have different notice periods, because an in-person session commits gecco to travel and accommodation that cannot be recovered at short notice.
| Session | Notice given | Effect |
|---|---|---|
| Online | 48 hours or more | Reschedule at no cost to your allocation |
| Online | Less than 48 hours | Counted as delivered and deducted from your allocation |
| In person | 7 working days or more | Reschedule at no cost to your allocation |
| In person | Less than 7 working days | Counted as delivered and deducted from your allocation. You also pay any travel or accommodation gecco has already committed under clause 9.3 and cannot recover |
| Either | No-show, no notice | Treated as a late cancellation and deducted from your allocation |
10.2 Each session reserves a consultant's time for you, and at short notice that time cannot usually be reallocated.
10.3 Notice must be given in writing, either by rescheduling through the booking link in your invitation or by emailing support@geccohq.com. The notice period runs from when gecco receives your notice to the scheduled start time.
10.4 Booked project work. Where you cancel or postpone booked project work, as distinct from a scheduled session, within 10 working days of the scheduled date, gecco may charge 50% of the agreed price. Within 5 working days, gecco may charge in full. Any such charge is applied through change control.
10.5 We understand that urgent and unforeseen things happen. Where they do, tell us as soon as you can and we will try to be reasonable.
11.1 Unused consultancy time carries over. Your carried-over balance may never exceed one month of your then-current monthly allowance, or two months if you are on the Ultra tier. Time that would take the balance above the cap lapses at the end of the month in which it was unused.
11.2 All balances reset on 31 March each year.
11.3 Carried-over time is drawn down only after the current month's allowance is used, has no cash value, and is not refundable.
11.4 On any reduction in tier, the cap reduces to the same number of months of the lower allowance and any excess lapses.
12.1 Payment terms, including deposits, instalments and direct debit arrangements, are set out in your Proposal. Where this Agreement and the Proposal differ on payment terms, the Proposal prevails.
12.2 Unless your Proposal says otherwise, invoices are payable within 28 days of the invoice date.
12.3 All amounts exclude VAT, which is charged at the prevailing rate.
12.4 Payments made and services consumed are non-refundable.
12.5 If a direct debit fails or is cancelled in breach of this Agreement, access to the AI Solutions may be suspended pending discussion with you.
12.6 If payment is not received within 28 days of the invoice date we will issue a formal notice of suspension. If payment is still not made within a further 14 days, access may be terminated. Outstanding sums remain due after termination.
12.7 Our Services are provided to business customers only. Nothing in this Agreement affects any statutory rights you have under the law of England and Wales.
13.1 gecco is not responsible for the software, hardware, products or services of other parties.
13.2 Where you engage third parties to work on or supply anything connected with the Services, tell gecco promptly. gecco is not liable for loss caused directly or indirectly by their work or by your own personnel, and you are responsible for their activities and fees.
13.3 If you ask, gecco will work with you at its standard rates to resolve problems caused by incompatibility or failure of third-party products or services.
14.1 The Services rely on Platform Provider infrastructure. gecco cannot guarantee performance or uninterrupted service.
14.2 gecco follows the published service commitments of the selected Platform Provider and does not offer independent service levels. gecco is not liable for downtime caused by a Platform Provider or any other third party.
14.3 You may check the Platform Provider's own status page for service updates.
15.1 Termination by you. Termination rights, minimum terms and notice periods are set out in your Proposal. No refunds are available for mid-term cancellation unless the law requires one.
15.2 Termination by us for breach. If you breach this Agreement, including by misusing the AI Solutions or breaching clause 3.3, we will give you 7 days' written notice to put it right. If it is not put right, we may terminate.
15.3 Where you breach through non-payment, clause 12 applies instead.
15.4 Either party may terminate immediately on written notice if the other commits a material breach that has not been remedied within 14 days of written notice, or becomes insolvent.
16.1 When this Agreement ends, the following happens in order:
(a) gecco exports your data, content and materials from any gecco Core Document, plugin or AI Solution and provides them to you in a commonly used format, within 30 days of termination;
(b) gecco then removes its Core Documents, Core Document plugins, standard AI Solutions and other gecco background intellectual property from your Workspace;
(c) gecco confirms to you in writing when removal is complete; and
(d) gecco may carry out a check to confirm removal has been completed correctly.
16.2 Your licence to use gecco background intellectual property ends on termination. You must not continue to use, copy or retain any gecco Core Document or plugin after removal, including where it contains your data. Your data itself remains yours and is returned to you under clause 16.1(a).
16.3 You keep the bespoke deliverables you own under clause 6.6 and anything you built yourself under clause 6.7.
16.4 Audit. While your subscription is active, we may ask to review how the AI Solutions are being used, on 7 days' notice unless there is an urgent reason. After termination, we may check no more than once every 90 days that the removals under clause 16.1 have been completed. We will minimise disruption.
17.1 If you breach clause 3.3, we may, subject to the notice and cure process in clause 15.2:
(a) terminate your licence;
(b) require you to pay our actual losses arising from the breach, plus our reasonable costs of investigation and enforcement;
(c) recover our reasonable legal costs where we succeed in a claim under this clause; and
(d) seek injunctive or other equitable relief to prevent ongoing or threatened breaches, without proving actual loss and without first following the cure process in clause 15.2.
17.2 Our total claim under clause 17.1(b) will not exceed twice the fees you paid in the twelve months immediately before the breach.
18.1 Our total liability under the Contract is limited to the amount you paid us in the twelve months before the claim arose.
18.2 We are not liable for indirect or consequential loss, including loss of revenue, profits, data or business interruption, or for anything caused by factors beyond our reasonable control.
18.3 You will indemnify us against claims arising from your misuse of the AI Solutions, your regulatory breaches, or third-party claims caused by your actions. Your liability under this clause is limited to the amount stated in clause 18.1.
18.4 Nothing in the Contract excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
19.1 We warrant that for one year from the date you first use them, the AI Solutions will work substantially as described in the documentation we provide.
19.2 If they do not, we will at our option repair or replace them, or refund what you paid for them. That is your exclusive remedy under this clause.
19.3 This warranty does not apply where the problem arises from misuse, modification, external factors, or use in a way not intended.
19.4 We will provide the Services with reasonable care and skill. Subject to that and to clause 19.1, and to the fullest extent the law permits, we exclude all other terms, conditions and warranties implied by statute or common law.
19.5 Your statutory rights under the law of England and Wales are not affected.
20.1 gecco will not use your data, AI Solution configurations or any outputs generated through the Services to train, fine-tune or improve any AI model.
20.2 This clause does not restrict the Platform Provider's own data usage policies, which are governed by your agreement with that provider. We recommend you review them.
21.1 gecco may refer to your organisation's name in its client list and general marketing materials.
21.2 gecco will not publish any case study, testimonial or detailed description of the work carried out under the Contract without your prior written approval, which you may withhold at your discretion. This clause does not apply to a disclosure made under clause 5.2 of the NDA/DPA, which governs partner and accreditation programmes.
21.3 You may withdraw approval for a published case study at any time by written notice, and gecco will remove it within 30 days.
22.1 For one year after the end of an engagement, neither party will directly solicit the employment of any person of the other party who was directly involved in delivering the Services, without the other party's written consent.
22.2 This does not restrict general recruitment advertising that is not directed at particular individuals.
23.1 gecco may engage subcontractors to perform any part of the Services, and remains fully liable for their acts and omissions as if they were its own.
23.2 You may not assign your rights or obligations under the Contract without gecco's prior written consent, which will not be unreasonably withheld or delayed.
23.3 You may assign the Contract to an entity acquiring substantially all of your shares or assets, except where gecco reasonably considers that the assignee will not have sufficient resources to perform your obligations, or is, owns or has acquired a competitor of gecco.
23.4 gecco may not assign the Contract without your prior written consent, which will not be unreasonably withheld or delayed.
24.1 gecco is an independent contractor. Neither party is the employee or agent of the other, and neither has authority to bind the other to any contract or obligation.
25.1 Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, fire, flood, pandemic, power failure, telecommunications failure, government action, civil unrest, or outage of a Platform or cloud service used in providing the Services.
25.2 The affected party will notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than 90 days, either party may terminate on 30 days' written notice.
26.1 Each party will comply with all applicable anti-bribery and anti-corruption law, including the Bribery Act 2010, and will not offer, promise, give or accept any bribe or other improper advantage in connection with the Contract.
26.2 Breach of this clause is a material breach incapable of remedy, entitling the other party to terminate immediately.
27.1 The Contract is governed by the law of England and Wales.
27.2 If a dispute arises, the parties will:
(a) first try to resolve it by good faith negotiation between senior representatives;
(b) if that fails, refer it to mediation administered by the Centre for Effective Dispute Resolution under the CEDR Model Mediation Procedure, with the mediator nominated by CEDR and the costs shared equally unless the mediator directs otherwise; and
(c) if mediation does not resolve it within 60 days of the mediator's appointment, either party may bring proceedings.
27.3 The courts of England and Wales have non-exclusive jurisdiction.
27.4 Nothing in this clause prevents either party from seeking injunctive relief, or from pursuing an undisputed debt, without first following the steps above.
28.1 Notices under the Contract must be in writing and sent by email to support@geccohq.com for gecco, and to the address given in the Proposal for you, or by post to the registered office of the receiving party.
28.2 A notice sent by email is treated as received on the next working day after sending, unless the sender receives a delivery failure.
29.1 Entire agreement. The Contract is the entire agreement between the parties on its subject matter and replaces all prior discussions and agreements.
29.2 Variation. This Agreement may be varied only in writing signed by both parties, or by gecco publishing an updated version under clause 29.3. A variation signed by both parties may take the form of an Amendment, and clause 29.8 says what an Amendment does.
29.3 Updates. gecco may update this Agreement. We will notify you in writing at least 30 days before a material change takes effect. If you do not accept a material change, you may terminate under clause 15.1 without penalty by giving written notice before the change takes effect, and the change will not apply to you during any notice period already running.
29.4 Third party rights. No person who is not a party to the Contract has any right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
29.5 Severability. If any part of this Agreement is found invalid, the rest continues in effect.
29.6 Sub-processors. gecco's current sub-processors are published at https://www.geccohq.com/sub-processors. That page is the operative list, and the Privacy Policy reproduces it as a courtesy copy. The NDA/DPA governs notice of changes and your right to object.
29.7 Electronic signature. The Contract may be signed by electronic signature, which has the same effect as a handwritten one.
29.8 Amendments. An Amendment takes effect from the date it states. It varies only the terms it names, and everything the Amendment does not name continues unchanged.
29.9 Which version applies to you. The page at https://www.geccohq.com/osla always carries the current version of this Agreement. The version that applies to you is the version published on the date you signed the Proposal, unless a later version has taken effect under clause 29.3. Superseded versions are kept, and a copy of any of them is available on request from support@geccohq.com. The NDA/DPA, published at https://www.geccohq.com/nda-dpa, has its own rule about which version applies and how it changes, at clause 29 of that agreement.
gecco Ltd. Company number 15748830. 27 Old Gloucester Street, London, WC1N 3AX. Questions about this agreement: info@geccohq.com