Draft — these terms are pending review by legal counsel and may change.
1. Overview, Parties & Scope
These Terms govern the AI Automation & Agents service provided by Eryk Czekalski, operating under the brand Cognitra Studio, based in Gliwice, Poland (address: Górne Wały 23b/29, 44-100 Gliwice; email: cognitra.adm@gmail.com) (the "Provider"), to the client identified in the order or statement of work (the "Client"). The service covers the design, configuration and delivery of chatbots, automations and AI agents wired into the Client's existing tools, such as messaging channels, workflow platforms (e.g. n8n) and third-party AI model providers. These Terms apply together with each signed quote, order or statement of work ("SOW"); in case of conflict, the SOW prevails for that engagement. This is a draft document intended for review by the Client's legal counsel before signature.
2. Services & Deliverables
The Provider designs, builds and configures conversational chatbots, automated workflows and AI agents that connect the Client's existing systems, for example messaging channels (such as web chat, WhatsApp, Messenger or Slack), automation platforms (such as n8n) and language-model providers. Typical deliverables include automation workflows and their configuration, agent prompts and logic, integration connectors and webhooks, a testing environment, and concise handover documentation describing how the solution operates and how to maintain it. Unless explicitly stated in the SOW, the engagement does not include ongoing monitoring, 24/7 operations, paid model/API usage credits, content moderation, or guaranteed AI accuracy, which may be offered separately as a support or retainer arrangement. Exact scope, integrations and deliverables for each engagement are defined in the applicable SOW.
3. Project Process, Scope Changes & Timelines
Engagements typically proceed through discovery (mapping the Client's tools and target workflows), build and configuration, a joint testing phase, and handover to production. Timelines stated in the SOW are good-faith estimates and depend on timely Client input, access provisioning and approvals; delays in these will extend deadlines accordingly. Any change to agreed scope, integrations or AI behaviour is handled through a written change request, which may adjust fees and timelines before work proceeds. Because AI agents and automations interact with live external systems, the Client agrees to validate the solution in the testing environment before it is enabled in production.
4. Fees, Estimates & Payment Terms
Fees are set out in the applicable SOW and may be structured as a fixed project price, milestone payments or an hourly/retainer rate, as agreed. Estimates are non-binding indications; the binding price is the amount stated in the accepted SOW, and additional work beyond agreed scope is billed under the change-request process. Unless stated otherwise, bills are payable within [number] days of the bill date by bank transfer. The Provider currently issues bills (rachunki), not VAT invoices, and is not a VAT payer, so the fees are not subject to VAT. Third-party costs that the Client incurs directly (such as AI model/API usage, hosting or platform subscriptions) are not included in the Provider's fees; the Provider may suspend work on overdue bills after prior notice. Statutory interest for late payment may be charged in accordance with Polish law.
5. Client Responsibilities & Required Materials
The Client shall provide timely access to the systems to be integrated (for example messaging channel admin access, n8n instance, API keys and accounts with relevant model providers), together with the content, data, branding and business rules the agent or automation must follow. The Client is responsible for the accuracy and lawfulness of materials it supplies and confirms it holds the necessary rights and consents to share them and to connect the relevant accounts. The Client shall designate a contact person empowered to give approvals and provide feedback within reasonable timeframes. Where the Client retains administrative control of its own accounts and platforms, it remains responsible for their security, credentials and applicable subscription terms.
6. Intellectual Property & Licensing of Deliverables
Subject to full payment of all due fees, the Provider grants the Client the rights needed to use the custom deliverables produced for the engagement (such as automation configurations, agent prompts and integration logic) for the Client's own business purposes. The Provider retains ownership of its pre-existing know-how, reusable components, templates and tools used to build the solution, and grants the Client a non-exclusive licence to use those embedded components as part of the delivered solution. Open-source software and third-party libraries remain governed by their own licences, and AI model outputs are subject to the terms of the relevant model provider. The Client owns its own content, data and trademarks supplied to the Provider, and grants the Provider a limited licence to use them solely to perform the service.
7. Third-Party Tools, Platforms & Accounts
The service relies on third-party platforms and providers, including messaging channels, automation tools such as n8n, hosting providers and AI model/API providers, each governed by its own terms, pricing and availability. The Client is responsible for maintaining its own accounts and subscriptions with these providers and for any usage fees, model/API charges and rate limits they impose. The Provider does not control these third parties and is not liable for their outages, policy changes, pricing changes, content filtering or deprecation of features that may affect the solution. Where the Provider provisions or recommends a tool on the Client's behalf, it will do so transparently, but the underlying provider's terms continue to apply between the Client and that provider.
8. Warranties, Disclaimers & Limitation of Liability
The Provider warrants that the service will be performed with professional care and in line with the agreed SOW, and will correct material defects in deliverables reported within [number] days of handover at no extra charge. The Client acknowledges that AI agents and language models are probabilistic and may produce inaccurate, incomplete or unexpected outputs; the Provider does not warrant that AI responses will be error-free, factually correct or fit for any particular automated decision, and the Client is responsible for appropriate human oversight. To the maximum extent permitted by Polish law, the Provider is not liable for indirect or consequential damages, lost profits, lost data, or losses arising from third-party platform changes or AI output, and its total aggregate liability for the engagement is limited to the fees paid by the Client for that engagement. Nothing in these Terms excludes liability that cannot be excluded under mandatory provisions of Polish law.
9. Confidentiality & Data Protection (GDPR / RODO)
Each party shall keep confidential the non-public information of the other party disclosed in connection with the engagement and use it solely to perform or receive the service. Where the Provider processes personal data on the Client's behalf in building or operating chatbots, automations or AI agents, it acts as a processor and the parties shall conclude a data processing agreement (DPA) under Article 28 GDPR / RODO defining scope, purposes and security measures. The Client, as controller, is responsible for the lawful basis for processing, for informing data subjects, and for ensuring that data passed to AI model providers may lawfully be processed by them, including any transfers outside the EEA on an appropriate legal basis. Each party shall apply appropriate technical and organisational measures to protect personal data and shall notify the other without undue delay of any personal data breach affecting the engagement.
10. Term, Termination & Post-Engagement
These Terms apply for the duration of the engagement defined in the SOW, and any ongoing support or retainer continues until terminated in accordance with its stated notice period. Either party may terminate for material breach not cured within [number] days of written notice, and the Client shall pay for all work performed and accepted up to the effective date of termination. On termination, the Provider will hand over completed and paid-for deliverables and, on reasonable request, provide configuration exports needed for the Client to continue operating the solution; the Provider may retain copies as required by law or for backup, subject to confidentiality. Because the solution typically runs on the Client's own accounts and platforms, the Client is responsible for continued operation, model/API costs and maintenance after handover unless a separate support arrangement is agreed.
11. Governing Law, Changes & Contact
These Terms are governed by Polish law, and any disputes that cannot be resolved amicably shall be settled by the competent Polish courts. The Provider may update these Terms for future engagements; the version accepted with a given SOW governs that engagement, and changes do not retroactively alter agreed terms without the Client's consent. If any provision is found invalid, the remaining provisions remain in force, and the parties shall replace the invalid provision with a valid one of similar intent. For any questions, notices or requests relating to the service, the Client may contact the Provider at cognitra.adm@gmail.com. This is a draft to be reviewed by the Client's legal counsel before execution.