Draft — these terms are pending review by legal counsel and may change.
1. Overview, Parties & Scope
These Terms govern the "Rapid Apps" 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 relevant order or statement of work (the "Client"). Rapid Apps means the design, build and delivery of a custom internal software application that automates a specific, repetitive manual workflow the Client currently performs by hand. These Terms apply to that engagement together with any signed order, quote or statement of work, which prevail in case of conflict on commercial details. This document is a draft to be reviewed by the Client's legal counsel before signature and does not constitute legal advice.
2. Services & Deliverables
The Provider will analyse one defined manual workflow (for example invoice entry, order routing, report compilation or data re-keying) and deliver a working internal application that automates the agreed steps end to end. The standard deliverables are: a short discovery write-up describing the current workflow and the target automated flow; the application itself (web-based or desktop, as agreed) with the agreed inputs, processing logic and outputs; basic source code and configuration; and a short handover document covering how to run, operate and maintain the app. Unless the order states otherwise, the engagement covers a single workflow and a single primary user group, runs against the data sources agreed at the outset, and excludes ongoing operation, monitoring or support beyond the warranty period in Section 8. Mobile apps, public-facing customer products, large-scale data migration and integrations beyond those listed in the order are out of scope unless added in writing.
3. Project Process, Scope Changes & Timelines
The project runs in short phases: discovery and workflow mapping, build, Client review of a working version, and handover. Timelines stated in the order are good-faith estimates that depend on the Client supplying access, sample data and approvals promptly; delays on the Client side shift the schedule accordingly. Any work beyond the agreed workflow — additional steps, new data sources, extra user groups or changed logic — is handled as a written change request, with the Provider giving an estimate of added time and cost before proceeding. The Client has [10] business days from delivery of the working version to test it and report issues in writing; if no issues are reported within that window, the relevant milestone is treated as accepted.
4. Fees, Estimates & Payment Terms
Fees are set out in the order as a fixed project price or, where agreed, an hourly/day rate. The Provider currently issues bills (rachunki), not VAT invoices, and is not a VAT payer, so the fees are not subject to VAT. Unless the order states otherwise, the Provider bills [50%] on signature and the remainder on acceptance of the working version, payable within [14] days of each bill by bank transfer to the account stated on the bill. Fixed prices are based on the workflow scope agreed at the outset; approved change requests are billed in addition. Statutory interest for late payment applies to overdue bills, and the Provider may pause work on overdue accounts after written notice.
5. Client Responsibilities & Required Materials
Automating the right workflow depends on the Client, so the Client will give the Provider an accurate description of the current manual process, realistic sample data, and access to the systems and accounts the app must read from or write to. The Client will name a single decision-maker who can answer questions, approve the workflow logic and sign off deliverables within reasonable time. The Client is responsible for ensuring it is entitled to share the data and grant the access provided, and for keeping its own backups of source systems. Where the Client provides credentials or environments, the Client is responsible for their security on its side and for promptly revoking them after handover.
6. Intellectual Property & Licensing
Upon full payment, the Provider assigns to the Client the economic copyright (autorskie prawa majątkowe) to the custom application code and configuration created specifically for the Client under this engagement, for the fields of use relevant to running and maintaining the app internally. Pre-existing components owned by the Provider, and any open-source or third-party libraries used, remain the property of their owners; the Provider grants the Client a perpetual, non-exclusive, royalty-free licence to use those components as embedded in the delivered application. The Provider retains the right to reuse general know-how, techniques and reusable building blocks not specific to the Client. The Provider may reference the engagement at a high level in its portfolio unless the Client requests confidentiality in writing.
7. Third-Party Tools, Platforms & Accounts
The application may rely on third-party tools and platforms — for example cloud hosting, databases, automation/integration services and, where relevant, AI model providers — that operate under their own terms and pricing. The Client is responsible for obtaining and paying for the accounts, subscriptions, API keys and usage fees of such third parties, whether held directly by the Client or arranged with the Client's prior approval. The Provider does not control these services and is not liable for their availability, price changes, rate limits or changes to their terms.
8. Warranties, Disclaimers & Limitation of Liability
The Provider warrants that, for [90] days after acceptance, the application will substantially perform the automated workflow as described in the agreed scope, and will fix material defects reported in that period at no extra charge. This warranty does not cover issues caused by changes the Client or third parties make to the app, source data or connected systems, by changes in third-party services, or by use outside the agreed workflow. Except for this limited warranty, the application is provided "as is" and the Provider does not guarantee uninterrupted or error-free operation. To the maximum extent permitted by Polish law, the Provider's total liability under this engagement is capped at the fees actually paid for it, and the Provider is not liable for indirect or consequential losses such as lost profits or lost data; nothing limits liability that cannot be excluded under mandatory law.
9. Confidentiality & Data Protection (GDPR / RODO)
Each party will keep the other's non-public information confidential and use it only to perform this engagement, for [3] years after it ends. Where the application processes personal data on the Client's behalf — for example data contained in the workflow being automated — the Client acts as data controller and the Provider as processor, and the parties will enter into a data processing agreement under Article 28 GDPR/RODO before such processing begins. The Provider will process personal data only on the Client's documented instructions, apply appropriate technical and organisational measures, not engage sub-processors without the Client's prior consent, and delete or return personal data after the engagement subject to mandatory retention rules. Any transfer of personal data outside the EEA will be covered by an appropriate transfer mechanism such as Standard Contractual Clauses.
10. Term, Termination & Post-Engagement
The engagement begins on the start date in the order and ends on acceptance of the deliverables, unless ended earlier as set out here. Either party may terminate for material breach if the other fails to cure it within [14] days of written notice, and the Client may terminate for convenience on [14] days' written notice, paying for all work completed to that date plus any non-cancellable third-party commitments. On termination, the Provider will hand over completed work and configuration for which the Client has paid, and each party will return or delete the other's confidential materials on request. Sections on intellectual property, confidentiality, data protection, warranties and liability survive the end of the engagement.
11. Governing Law, Changes & Contact
These Terms are governed by Polish law, and any disputes that cannot be resolved amicably will be brought before the competent Polish courts. The Provider may update these Terms for future engagements; the version accepted with a given order applies to that engagement, and changes to an active engagement require written agreement of both parties. If any provision is found invalid, the rest remains in force and the parties will replace it with a valid provision of similar effect. Questions and notices may be sent to the Provider at cognitra.adm@gmail.com. This document is a draft for review by the Client's legal counsel and is not legal advice.