Hermes Agent — Terms of Service

These Terms of Service (“Terms”) govern the provision of Hermes Agent AI consultancy services (“Services”) by Czerca (“Provider”) to the contracting business entity (“Client”). By executing a service agreement or statement of work referencing these Terms, the Client agrees to be bound by them.

These Terms apply to business clients only. Services are not offered to consumers as defined under Czech Act No. 634/1992 Coll.

The Provider delivers custom AI agents (“Hermes Agents”) designed to read, analyse, and synthesise information from the Client’s connected Google Workspace accounts. Each Hermes Agent deployment is scoped in a Statement of Work (“SOW”) which specifies:The Google services to be accessed (Gmail, Drive, Calendar, and/or Contacts).Permitted use cases and intended outputs.Delivery timelines and acceptance criteria.Fees and payment schedule.

3.1 Authorisation

The Client must grant the Provider OAuth authorisation to the specified Google account(s). Access is read-only; the Provider will not modify, delete, or create any data in connected accounts.

3.2 Scope limitation

The Provider will request only the minimum OAuth scopes necessary for the agreed service. The Client may revoke access at any time via Google account settings, which will immediately terminate the agent’s ability to access that account.

3.3 Client responsibility

The Client is responsible for ensuring it has the legal authority to grant access to all data within the connected accounts, including any personal data of employees or third parties. The Client indemnifies the Provider against any claims arising from unauthorised or unlawful data access attributable to the Client’s account setup.

The Client agrees to:Provide accurate and complete information necessary for the Provider to deliver the Services.Ensure its use of the Services complies with applicable law, including GDPR where personal data is involved.Not use the Services for any unlawful purpose, including unauthorised surveillance of individuals.Maintain confidentiality of any credentials, API keys, or access tokens provided by the Provider.Promptly notify the Provider of any security incident or suspected unauthorised access.

Fees are as set out in the applicable SOW. Unless otherwise agreed:Invoices are due within 14 days of the invoice date.Late payments accrue interest at the statutory rate under Czech Act No. 89/2012 Coll.The Provider may suspend Services after 30 days of non-payment with written notice.
All fees are exclusive of VAT, which will be added where applicable under Czech and EU law.

6.1 Provider IP

All proprietary technology, methodologies, agent frameworks, and tooling developed by the Provider remain the exclusive property of the Provider. These Terms do not grant the Client any licence to the Provider’s underlying technology.

6.2 Client data and outputs

The Client retains ownership of all data accessed from its Google accounts. Deliverables produced by Hermes Agents for the Client (reports, summaries, analyses) are assigned to the Client upon full payment of applicable fees.

Each party agrees to keep confidential all non-public information received from the other party in connection with the Services (“Confidential Information”). This obligation survives termination for three (3) years. Confidential Information does not include information that is publicly known, independently developed, or required to be disclosed by law.

Where the Provider processes personal data on behalf of the Client, the parties shall execute a separate Data Processing Agreement (“DPA”) in accordance with Article 28 GDPR. The DPA forms part of the service agreement. The Provider’s Privacy Policy governs the Provider’s own data processing activities.

To the maximum extent permitted by applicable law:The Provider’s total aggregate liability arising out of or in connection with the Services shall not exceed the fees paid by the Client in the three (3) months preceding the claim.The Provider shall not be liable for indirect, consequential, incidental, or special damages, including loss of profits or data.
Nothing in these Terms excludes liability for fraud, wilful misconduct, or death and personal injury caused by negligence.

The Provider warrants that it will perform the Services with reasonable skill and care. The Provider does not warrant that AI agent outputs are error-free, complete, or suitable for any specific purpose. The Client is responsible for verifying and validating all agent outputs before acting on them.

The service term is set out in the applicable SOW. Either party may terminate for material breach if the breach is not remedied within 14 days of written notice. The Provider may terminate immediately if the Client violates Section 4 or becomes insolvent.

Upon termination: the Provider will revoke all OAuth tokens, delete retained Client data within 30 days, and deliver a final invoice for work completed to the termination date.

These Terms are governed by the laws of the Czech Republic, excluding conflict of law rules. Disputes shall first be attempted to be resolved by good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts of the Czech Republic.

These Terms, together with the applicable SOW and DPA, constitute the entire agreement between the parties.No waiver of any term shall be effective unless in writing.If any provision is found unenforceable, the remainder continues in full force.The Provider may update these Terms with 30 days’ written notice; continued use constitutes acceptance.The Client may not assign its rights under these Terms without the Provider’s written consent.