Draft — these terms are pending review by legal counsel and may change.
1. Overview, Parties & Scope
These Terms govern the Web 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) ("Provider"), to the client identified in the relevant order or statement of work ("Client"). The Web service covers the design, build, deployment and handover of websites and web applications that are engineered to load fast and convert. These Terms apply together with the agreed order, quote or statement of work ("SOW"); where a specific provision of the SOW conflicts with these Terms, the SOW prevails for that point. 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
Depending on the agreed SOW, the Provider delivers some or all of the following: UX/UI design and a responsive front end; implementation of pages, components and content management; performance optimisation (Core Web Vitals, image and asset optimisation, caching, lazy loading); conversion-focused work such as clear calls to action, form and funnel setup, and basic analytics/event tracking; on-page technical SEO foundations (semantic markup, metadata, sitemaps); accessibility good practices; and deployment to the agreed hosting environment with handover of source code and documentation. Each engagement's exact deliverables, page count, integrations and target metrics are defined in the SOW. Unless explicitly listed in the SOW, the service excludes ongoing content creation, copywriting, paid advertising management, long-term maintenance, and third-party licence or subscription fees. "Conversion" and "fast loading" describe the design intent and methodology applied; specific business outcomes (e.g. a given conversion rate or sales figure) are not guaranteed, as they depend on factors outside the Provider's control such as traffic, pricing and market conditions.
3. Project Process, Scope Changes & Timelines
Projects typically proceed through agreed phases — discovery and scope confirmation, design, build, testing, and deployment/handover — with review points at which the Client provides feedback and sign-off. Timelines in the SOW are good-faith estimates that assume the Client supplies required materials, access and approvals on time; delays in Client input, expanded requirements, or third-party dependencies extend deadlines accordingly. Any change to agreed scope, features or design direction after sign-off of a phase is handled as a change request, with the Provider giving an estimate of additional time and cost for the Client's approval before the work proceeds. A reasonable number of revision rounds per phase is included as stated in the SOW; further revisions are billed at the agreed rate.
4. Fees, Estimates & Payment Terms
Fees are set out in the SOW as a fixed project price, a milestone-based price or an hourly/daily rate, as agreed. Estimates given before the SOW is signed are indicative only; the binding figure is the price stated in the accepted SOW or change request. Unless stated otherwise, the Provider may bill an upfront deposit before work begins and the balance against milestones or on completion, with bills payable within [payment term, e.g. 14] days of the bill date to the account stated on the bill. The Provider currently issues bills (rachunki), not VAT invoices, and is not a VAT payer, so the fees are not subject to VAT; late payments may accrue statutory interest, and the Provider may suspend work or withhold handover while undisputed bills remain overdue. Third-party costs (hosting, domains, paid plugins, fonts, stock assets, model or API usage) are either passed through at cost or paid directly by the Client, as set out in the SOW.
5. Client Responsibilities & Required Materials
The Client agrees to provide, in a timely manner, the materials and inputs needed for the work: brand assets and guidelines, copy and images (or instructions where the Provider is to source them), and a single named contact authorised to give feedback and approvals. The Client must grant the access required for delivery and deployment, such as domain/DNS, hosting and analytics accounts, repositories and any relevant third-party platform logins, and is responsible for keeping its own credentials secure. The Client warrants that all content and materials it supplies are accurate and that it holds the rights and licences necessary to use them, including for any logos, text, images, fonts and data. Where the Client's review or approval is requested, a response within the timeframe stated in the SOW (or otherwise within a reasonable period) keeps the project on schedule.
6. Intellectual Property & Licensing of Deliverables
Upon full payment of all amounts due for the relevant deliverables, the Provider transfers to the Client the proprietary copyright (or grants a perpetual, exclusive licence where transfer is not possible) to the final, custom-built website or web application created for the Client, including its design and bespoke source code. The Provider retains ownership of its pre-existing tools, libraries, frameworks, code templates and know-how, and grants the Client a non-exclusive, perpetual licence to use these to the extent embedded in the deliverables. Components covered by third-party or open-source licences (themes, plugins, fonts, libraries) remain subject to their own licence terms, which pass to the Client. Until full payment is received, any licence to use the deliverables in production is conditional, and the Provider may reference non-confidential aspects of the work in its portfolio unless the Client requests otherwise in writing.
7. Third-Party Tools, Platforms & Accounts
Delivery typically relies on third-party platforms and services such as hosting and CDN providers, domain registrars, content management or framework ecosystems, analytics and tag managers, payment or form providers, and any AI/model or API services agreed in the SOW. These operate under their own terms, pricing and availability, which the Client accepts apply to its use; the Provider configures and integrates them but does not control their performance, outages, pricing changes or policy changes. Wherever practical, accounts are created in the Client's name so the Client retains ownership and control after handover, and the Client is responsible for the related subscriptions and fees.
8. Warranties, Disclaimers & Limitation of Liability
The Provider warrants that the services are performed with professional care and skill, and for [warranty period, e.g. 30] days after handover will correct, at no additional charge, reproducible defects in the delivered code that cause it to materially deviate from the agreed specification. This warranty does not cover issues arising from changes made by the Client or third parties after handover, incompatible updates to third-party platforms or browsers, hosting or connectivity outages, incorrect content supplied by the Client, or use outside the agreed scope. Except for the foregoing, the deliverables are provided on an "as is" basis and the Provider disclaims all other warranties to the maximum extent permitted by law, including any guarantee of specific commercial results, uninterrupted operation, or absence of all errors. To the maximum extent permitted by Polish law, the Provider's total aggregate liability arising out of or in connection with the engagement is limited to the total fees paid by the Client for the affected deliverables, and the Provider is not liable for indirect, incidental or consequential loss such as lost profits, revenue, data or goodwill; nothing in these Terms limits liability that cannot be excluded by law.
9. Confidentiality & Data Protection (GDPR / RODO)
Each party will keep confidential the non-public information disclosed by the other during the engagement and use it only to perform or benefit from the services, except where disclosure is required by law. To the extent the Provider processes personal data on the Client's behalf (for example when configuring forms, analytics or a CMS that holds user data), the parties act as processor and controller respectively and will enter into a data processing agreement that meets the requirements of the GDPR (RODO) where one is needed. The Provider applies appropriate technical and organisational measures, processes personal data only on the Client's documented instructions, and engages sub-processors (such as hosting providers) subject to comparable obligations. The Client is responsible for the lawfulness of the personal data it provides or collects through the delivered site, including notices, consents and the rights of data subjects.
10. Term, Termination & Post-Engagement
The engagement runs from acceptance of the SOW until the agreed deliverables are handed over and accepted, unless extended or terminated as set out here. Either party may terminate for material breach if the other fails to remedy it within [cure period, e.g. 14] days of written notice, and the Client may otherwise terminate for convenience on written notice, in which case the Client pays for all work performed and non-cancellable third-party costs incurred up to the termination date. On termination the Provider hands over completed, paid-for deliverables and the Client's materials and access credentials, and each party returns or deletes the other's confidential information on request, subject to legal retention requirements. Clauses on intellectual property, payment of sums due, confidentiality, data protection, warranties and limitation of liability survive termination.
11. Governing Law, Changes & Contact
These Terms and the engagement are governed by Polish law, and any disputes that cannot be resolved amicably will be submitted to the competent Polish courts. The Provider may update these Terms for future engagements; the version in force for a given project is the one accepted with its SOW, and changes to a live engagement take effect only when agreed in writing by both parties. If any provision is found invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid one closest to the original intent. Notices and questions under these Terms may be sent to the Provider at cognitra.adm@gmail.com. This is a draft for review by the Client's legal counsel and should be finalised before signature.