Draft — these terms are pending review by legal counsel and may change.
1. Overview, Parties & Scope
These Terms govern the Social 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 consists of producing social media content and publishing it consistently in the Client's brand voice across the channels agreed in writing. These Terms apply together with each accepted offer, order, or statement of work; where they conflict, the signed order prevails. This is a draft to be reviewed by the Client's legal counsel before signing.
2. Services & Deliverables
The Provider produces and schedules social media content — including post copy, graphics, short-form video edits, carousels, captions, and hashtag sets — for the platforms named in the order (for example Instagram, LinkedIn, Facebook, TikTok, or X). The scope is defined by a per-period package, typically expressed as a fixed number of posts, formats, channels, and a publishing cadence (e.g. content calendar reviewed monthly). Standard deliverables include a periodic content calendar, ready-to-publish assets in platform-appropriate dimensions, and scheduled or published posts; community management, paid ad management, influencer outreach, and full analytics dashboards are included only if expressly listed. Each post follows a brand-voice guide agreed with the Client, and a defined number of revision rounds per asset is included as stated in the order.
3. Process, Scope Changes & Timelines
Work proceeds in recurring cycles: the Provider proposes a content calendar for the upcoming period, the Client reviews and approves it by the agreed deadline, and the Provider then produces and schedules the approved content. Approval deadlines matter — if the Client does not return feedback or approval within the time stated in the order, the Provider may publish the proposed content as-is or shift affected dates without penalty. Requests beyond the agreed volume, formats, channels, or revision rounds (for example extra posts, rush turnarounds, or net-new content pillars) are treated as a change and are quoted and confirmed in writing before work begins. Indicative timelines assume timely Client input, access, and approvals; delays attributable to the Client extend deadlines accordingly.
4. Fees, Estimates & Payment
Fees are set out in the order, typically as a recurring monthly retainer for the agreed content volume and cadence, plus any one-off setup fee. Unless stated otherwise, the retainer is billed in advance for each period and is payable within the term shown on the bill (default 14 days). The Provider currently issues bills (rachunki), not VAT invoices, and is not a VAT payer, so the fees are not subject to VAT. Out-of-scope work, additional revision rounds, and third-party costs (for example paid media spend, stock assets, fonts, or licensed music) are billed separately and, where they involve advances on the Client's behalf, only after written approval. Late payment entitles the Provider to statutory interest and to suspend production and publishing until outstanding bills are settled.
5. Client Responsibilities & Required Materials
The Client provides, in good time, the materials and access the service depends on: brand assets (logos, fonts, colours), a brand-voice or tone guide, product information, and any existing photography or video the Provider should use. The Client grants the Provider working access to the relevant social media accounts or a publishing tool (for example a scheduler or a delegated business account), and remains the owner and administrator of those accounts. The Client is responsible for the accuracy and lawfulness of information and claims it supplies (including pricing, promotions, and regulated statements) and for confirming it holds the rights to any materials it provides. The Client designates a contact with authority to give feedback and approvals, and approvals given by that contact are binding.
6. Intellectual Property & Licensing
Upon full payment of the fees due for the relevant content, the Provider transfers to the Client the economic copyright (or, where transfer is not possible, grants a perpetual, worldwide licence) to the final published deliverables, for use on the Client's social media channels and related marketing. Pre-existing materials and tools the Provider brings — templates, internal workflows, and reusable design components — remain the Provider's property, and the Client receives a non-exclusive licence to use them as embedded in the deliverables. Third-party elements (stock images, fonts, licensed music) are passed through under their own licence terms, which the Client must observe; the Client's own brand assets remain the Client's. Unless the Client objects in writing, the Provider may reference the engagement and show non-confidential samples of the work in its portfolio and case studies.
7. Third-Party Tools, Platforms & Accounts
The service relies on third-party platforms and tools — social networks (Meta, LinkedIn, TikTok, X and others), schedulers, design tools, stock libraries, and analytics providers — each governed by its own terms, policies, and algorithm changes outside the Provider's control. The Client is responsible for maintaining its own accounts, subscriptions, and platform standing, and for any platform or paid-media costs unless the order states the Provider covers them. The Provider does not guarantee reach, impressions, follower growth, engagement, or any specific commercial outcome, as these depend on platform algorithms, audience behaviour, and factors beyond either party's control. The Provider is not liable for content removal, account suspension, API or feature changes, or outages caused by a third-party platform.
8. Warranties, Disclaimers & Limitation of Liability
The Provider warrants that it will perform the service with due professional care and skill, in line with industry standards. Except as expressly stated, the service is provided without further warranties, and the Provider gives no guarantee of specific reach, conversions, sales, or other commercial results from published content. To the fullest extent permitted by Polish law, the Provider's total liability arising from the engagement is limited to the fees paid by the Client for the service in the three (3) months preceding the event giving rise to the claim, and the Provider is not liable for indirect, incidental, or consequential losses (including lost profits or reputational harm). Nothing in these Terms limits liability that cannot be excluded under mandatory Polish law, including liability for intentional fault.
9. Confidentiality & Data Protection (GDPR / RODO)
Each party keeps confidential the non-public information it receives from the other (including strategies, account credentials, analytics, and commercial terms) and uses it only to perform the engagement. Where the Provider processes personal data on the Client's behalf — for example audience data, follower information, or content featuring identifiable individuals — it does so as a processor under the Client's instructions, and the parties will enter a data processing agreement under Article 28 GDPR (RODO) where required. The Provider applies appropriate technical and organisational measures, limits access to authorised personnel, and engages sub-processors (such as schedulers or cloud tools) only under comparable confidentiality and data-protection obligations. Each party remains responsible for its own compliance obligations as a controller for the data it independently determines.
10. Term, Termination & Post-Engagement
The engagement runs for the term stated in the order, and for recurring retainers it continues on a rolling basis (for example month to month) until terminated by either party on the agreed notice — by default 30 days' written notice to the end of a billing period. Either party may terminate with immediate effect for a material breach not cured within 14 days of written notice, or on the other party's insolvency. On termination, the Client pays for all content produced and services performed up to the effective date, including approved scheduled posts; fees already billed for the current period remain due. On request and after settlement of outstanding amounts, the Provider hands over delivered final assets, returns or revokes account access, and provides a brief handover; both parties' confidentiality and IP obligations survive termination.
11. Governing Law, Changes & Contact
These Terms are governed by Polish law, and any disputes will be resolved before the Polish court competent for the Provider's place of residence. The Provider may update these Terms for ongoing engagements on reasonable written notice; for a recurring retainer, changes take effect from the next billing period, and if the Client does not accept a material change it may terminate on the standard notice. If any provision is found invalid, the remaining provisions stay in force and the parties will replace it with a valid provision of similar effect. For all matters relating to this service, contact the Provider at cognitra.adm@gmail.com; this is a draft document and should be reviewed by the Client's legal counsel before signing.