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General Terms of Service

Draft. This document still contains information to be completed.

Effective date: TODO legal.effective_date — RRRR-MM-DD · Version 1.0

§ 1. General

  1. These terms govern the services that DIMITRIQX MARKETING Dzmitry Myshko, Podole 61, 05-600 Grójec, Poland, tax ID (NIP) 1132923541 ("IDEA") provides to its clients ("Client").
  2. These terms apply to contracts with businesses. IDEA does not provide services to consumers. Rules for sole traders treated as consumers are in § 13.
  3. The Order (§ 3) prevails over these terms. The Client's own terms do not bind IDEA unless IDEA accepts them in writing.

§ 2. Services

IDEA provides, in particular:

  1. GEO — optimising visibility in answers from AI systems (ChatGPT, Perplexity, Gemini, Google AI Overviews) and in search engines;
  2. marketing automation — n8n workflows, AI agents, integrations;
  3. AI implementation — analysis, design and rollout of AI tools in a business;
  4. paid advertising — running campaigns on Google, Meta, TikTok, YouTube, DV360 and other channels;
  5. training — workshops and training for teams.

§ 3. Conclusion of contract

  1. A contract is concluded when the Client accepts IDEA's offer (by email or signature), and the offer states the scope, timeline, fee and term ("Order").
  2. Accepting an Order means accepting these terms. They are available at https://ads.institute/en/legal/service-terms.

§ 4. IDEA's obligations

  1. IDEA performs the services with due care, in line with the Order and current industry knowledge.
  2. IDEA reports at the frequency set in the Order or, if none is set, monthly.
  3. IDEA may use subcontractors and tools, including AI tools, and is liable for them as for its own actions.

§ 5. Client's obligations

  1. The Client provides the information, materials and access needed for the services by the dates in the Order.
  2. The Client ensures that materials it provides (texts, images, logos, data) do not infringe third-party rights.
  3. The Client approves content and campaigns within 5 business days. No comments within that time means approval.
  4. Client delays extend IDEA's deadlines by the length of the delay.

§ 6. Advertising accounts and access

  1. Advertising, analytics and tool accounts (Google Ads, Meta Business, GA4, Search Console, etc.) belong to and are registered to the Client. IDEA receives access as a partner or user.
  2. The Client pays media budgets directly to the platforms unless the Order states otherwise.
  3. When the contract ends, IDEA removes its access or helps the Client revoke it within 7 days.

§ 7. Results

  1. Visibility in AI answers, search rankings and campaign results depend on algorithms and decisions of third parties (OpenAI, Google, Meta and others) that IDEA does not control.
  2. IDEA undertakes to act with due care, not to achieve a specific result, unless the Order explicitly sets a metric and the consequences of missing it.
  3. Forecasts and estimates provided by IDEA are indicative.

§ 8. Fees and payment

  1. The fee, billing model (retainer, project, hourly) and payment dates are set in the Order. VAT is added to net amounts.
  2. Invoices are payable within 14 days by bank transfer to the account on the invoice. The Client accepts electronic invoices.
  3. For late payment IDEA may charge statutory interest for late payment in commercial transactions and, after prior notice by email, suspend work until payment.

§ 9. Intellectual property

  1. Upon payment, IDEA transfers to the Client the economic copyrights to works created for the Client (texts, graphics, creatives) for the following uses: recording, reproduction, storage in computer memory and online, making available to the public, modification.
  2. IDEA retains rights to its tools, templates, n8n workflows, prompts and know-how. The Client receives a non-exclusive licence to use them as needed to use the results of the services.
  3. AI-generated content may not qualify as a work under copyright law. To that extent, IDEA transfers to the Client all rights it holds in such content.
  4. IDEA may name the Client in its portfolio and describe the cooperation as a case study unless the Client objects. IDEA publishes figures only with the Client's consent.

§ 10. Confidentiality

The parties keep each other's confidential information secret during the contract and for 3 years after it ends. This does not apply to public information or disclosures required by a competent authority.

§ 11. Personal data

  1. Where IDEA processes personal data on the Client's behalf (e.g. customer lists for campaigns, CRM data, form submissions), the parties sign a data processing agreement under Article 28 GDPR.
  2. The Client is responsible for the legal basis for data it passes to IDEA, and for cookie and marketing consents on its own websites.

§ 12. Liability

  1. IDEA's liability under the contract is limited to actual damage and to: wynagrodzenie netto zapłacone za ostatnie 3 miesiące.
  2. IDEA is not liable for lost profits, account suspensions by platforms, algorithm changes, outages of third-party tools, or the consequences of the Client's materials and decisions.
  3. These limits do not apply to intentional damage.

§ 13. Sole traders treated as consumers

  1. If the Client is a natural person running a sole proprietorship and the contract is not of a professional nature for them (Article 385⁵ of the Polish Civil Code), the Client informs IDEA before the contract is concluded.
  2. For such a Client: § 12(1)–(2) does not apply to the extent it would be an unfair contract term; statutory warranty is not excluded; the Client may withdraw from a distance contract within 14 days of its conclusion under the Polish Consumer Rights Act.
  3. If the Client asks IDEA to start before the withdrawal period ends, the Client pays for services provided up to withdrawal.

§ 14. Term and termination

  1. A retainer runs for the term in the Order or, if none is set, indefinitely with one month's notice effective at the end of a calendar month.
  2. A project contract ends on acceptance of the project.
  3. Either party may terminate with immediate effect if the other materially breaches the contract and fails to remedy it within 14 days of notice.

§ 15. Final provisions

  1. These terms are governed by Polish law.
  2. Disputes are resolved by sąd właściwy dla siedziby Usługodawcy. This does not apply to Clients covered by § 13.
  3. IDEA may amend these terms. Amendments do not affect existing contracts unless the Client accepts them.
  4. The Polish version prevails in case of discrepancy.