Draft — these terms are pending review by legal counsel and may change.
1. Overview, Parties and Scope
These Terms govern the Performance Marketing 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 form or accepted offer (the "Client"). The service covers the setup, ongoing management and optimization of paid advertising campaigns on Google Ads and Meta Ads (Facebook and Instagram), together with the design and improvement of conversion funnels (landing pages, lead forms and conversion paths), with the goal of measurable return on ad spend (ROAS). These Terms together with the accepted offer and any statement of work form the agreement between the parties; in case of conflict, the signed offer or statement of work prevails. This is a draft document and should be reviewed by the Client's legal counsel before use.
2. Services and Deliverables
The Provider will deliver, as agreed in the offer: account and tracking setup (conversion tags, Google Analytics 4, Meta Pixel/Conversions API, where applicable), campaign architecture and audience/keyword strategy, ad copy and creative briefs, campaign launch, and continuous management including bidding, budget pacing, A/B testing and optimization toward agreed targets. Conversion funnel work may include landing page wireframes or builds, lead-capture forms, and recommendations to improve conversion rate. Reporting is provided on an agreed cadence (typically monthly) covering spend, key metrics (CTR, CPC, CPA, conversions, ROAS) and next-period recommendations. Unless expressly stated in the offer, media/ad spend (the budget paid to Google and Meta) is NOT included in the Provider's fee and is borne separately by the Client; the Provider does not guarantee any specific ranking, volume of conversions, revenue or ROAS figure, as results depend on factors outside the Provider's control.
3. Process, Scope Changes and Timelines
Engagements begin with an onboarding phase (access provisioning, tracking audit, goal-setting), followed by campaign build, launch and an initial optimization/learning period during which platform algorithms calibrate and early results should not be treated as final. Indicative timelines are stated in the offer; they depend on timely Client access, approvals and content, and platform review/approval of ads, which the Provider does not control. Work materially beyond the agreed scope (e.g., additional platforms, new campaign types, extra landing pages, creative production beyond agreed briefs) is handled via a written change request and may affect fees and timelines. The Provider may pause or adjust campaigns where required to protect performance, comply with platform policy or stay within the approved budget.
4. Fees, Estimates and Payment Terms
Fees are set out in the offer and are typically a monthly management fee (a fixed retainer and/or a percentage of managed ad spend) and/or one-off setup fees. The Provider currently issues bills (rachunki), not VAT invoices, and is not a VAT payer, so the fees are not subject to VAT. Estimates of ad spend, ad-spend percentages and projected metrics are indicative planning figures, not guarantees. Bills are payable within [14] days of the bill date by bank transfer to the account stated on the bill, with management fees billed monthly in advance unless otherwise agreed; ad spend funded via the Provider's accounts (where applicable) is passed through or pre-funded by the Client. Late payment entitles the Provider to statutory interest for delay under Polish law and to suspend campaign management and optimization until outstanding amounts are settled.
5. Client Responsibilities and Required Materials
The Client will provide timely admin/manager access to relevant accounts and properties (Google Ads, Meta Business Manager/Ad Accounts, Google Analytics, Google Tag Manager, the website/CMS and any CRM needed for conversion tracking), or grant the Provider authority to create and manage these on the Client's behalf. The Client is responsible for the accuracy and lawfulness of products, offers, claims, landing-page content and any materials it supplies, and for holding the necessary rights to logos, images and brand assets. The Client will review and approve ad creative, budgets and funnel changes within the agreed timeframes; delayed approvals or access may shift timelines and affect results. The Client confirms it complies, and its offers comply, with applicable advertising, consumer-protection and data-protection law and with Google and Meta advertising policies.
6. Intellectual Property and Licensing of Deliverables
Upon full payment of the fees due for the relevant deliverables, the Provider assigns to the Client the economic copyright (autorskie prawa majątkowe) in bespoke deliverables created specifically for the Client, such as ad copy, custom creative and landing-page designs, within the fields of exploitation relevant to their use. The Provider retains ownership of its pre-existing materials, templates, internal tools, methodologies and know-how, and grants the Client a non-exclusive, perpetual licence to use these to the extent embedded in the deliverables. Campaign data, account structures and configurations residing in the Client's own platform accounts belong to the Client. The Provider may reference the engagement and non-confidential results in its portfolio and marketing unless the Client objects in writing.
7. Third-Party Platforms, Tools and Accounts
The service relies on third-party platforms including Google Ads, Meta Ads, Google Analytics, Google Tag Manager and similar tools, each governed by its own terms, policies and pricing for which the Client is responsible. The Provider does not control and is not liable for platform decisions such as ad disapprovals, account suspensions, policy changes, algorithm updates, billing, outages or changes to features and reporting. Where ad accounts are created or held under the Provider's business manager, the Client receives access and, on termination, the parties cooperate in good faith to transfer or assign account ownership and assets to the Client, subject to platform rules. The Client authorises the Provider to act within these platforms on the Client's behalf for the purposes of the service.
8. Warranties, Disclaimers and Limitation of Liability
The Provider warrants that it will perform the service with due professional care and skill, in line with current performance-marketing practice. The Provider gives no warranty as to specific commercial results, including sales, leads, conversion volumes, cost-per-acquisition or ROAS, as these depend on the Client's offer, market, pricing, website and third-party platforms. To the maximum extent permitted by Polish law, the Provider is not liable for indirect or consequential loss, lost profits, lost revenue or wasted ad spend, and the Provider's total aggregate liability arising from the service is capped at the management fees (excluding pass-through ad spend) paid by the Client in the [3] months preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot be excluded under mandatory provisions of Polish law.
9. Confidentiality and Data Protection (GDPR/RODO)
Each party will keep the other's non-public information confidential and use it only to perform or receive the service; this obligation survives for [3] years after the engagement ends. The parties will comply with Regulation (EU) 2016/679 (GDPR/RODO); where the Provider processes personal data on the Client's behalf (e.g., customer/visitor data for audiences, conversions or lead forms), the parties will conclude a separate data processing agreement under Art. 28 GDPR specifying scope, purposes, security measures and sub-processors (such as Google and Meta). The Client is responsible for a lawful basis and for valid consent for advertising cookies, tracking and audience uploads, including appropriate notices and a compliant consent mechanism on its website. Personal data is processed only on the Client's documented instructions and is returned or deleted on termination, save where retention is required by law.
10. Term, Termination and Post-Engagement
The agreement starts on the date stated in the offer and, for ongoing management, continues monthly until terminated; either party may terminate for convenience with [30] days' written notice effective at the end of a billing month. Either party may terminate for cause with immediate effect if the other commits a material breach not cured within [14] days of written notice. On termination, the Client pays for services performed and ad spend incurred up to the effective date, and the Provider stops active management and hands over access, account ownership (subject to platform rules), live configurations and the latest reporting within [14] days. Confidentiality, paid-up IP licences/assignments, data-protection obligations and accrued payment obligations survive termination.
11. Governing Law, Changes and Contact
These Terms are governed by Polish law, and any disputes that cannot be resolved amicably will be submitted to the Polish court competent for the Provider's place of residence. The Provider may update these Terms for new engagements or, for ongoing services, on reasonable written notice; changes do not apply retroactively to work already performed, and continued use of the service after notice constitutes acceptance. If any provision is held invalid, the remaining provisions stay in force and the parties will replace the invalid provision with a valid one of similar intent. For all matters under these Terms, contact the Provider at cognitra.adm@gmail.com.