Terms of Service

Last updated: March 14, 2026 | Version: 2.0 Bulletproof

Terms of Service and Service Agreement

These Terms of Service ("ToS" or "Agreement") constitute a legally binding contract between the client ("You," "Your," "Client," "Buyer") and Michal Černáček ("Service Provider," "I," "We," "Us"). This Agreement governs all services related to digital marketing, advertising campaign management, creative production, and associated activities.

CRITICAL: By accessing this website, requesting a proposal, submitting payment, or engaging in any communication with the service provider, you unconditionally accept and agree to be bound by every term and condition herein. If you do not agree, you must immediately cease all interaction and contact with the service provider.

1. AGREEMENT TO TERMS AND BINDING ACCEPTANCE

This Agreement applies to:

  • All website visitors and users
  • All clients requesting services, proposals, or quotations
  • All parties who have paid any amount to service provider
  • All parties engaged in ongoing retainers or project-based services

Acceptance Method: These terms are accepted by: (a) clicking "I Accept" if presented with an online agreement, (b) engaging in communication with service provider, (c) submitting a form requesting services, or (d) submitting payment. No signature is required—electronic acceptance is binding.

Supersedes Prior Agreements: This ToS supersedes all prior agreements, discussions, understandings, and negotiations. If service provider has provided a custom proposal or separate written agreement, this ToS remains the baseline and supersedes any conflicting terms in custom documents.

2. SERVICES DESCRIPTION AND DELIVERABLES

2.1 Scope of Services

Service provider may provide, as agreed:

  • META (Facebook, Instagram, Messenger, Audience Network) advertising setup and management
  • Campaign strategy, audience research, and targeting optimization
  • AI-powered creative asset generation and production
  • Campaign performance analysis and optimization recommendations
  • Social media content creation and scheduling
  • Brand identity and visual design services

CRITICAL DISCLAIMER: Service provider makes ABSOLUTELY NO GUARANTEE that services will produce specific results, conversions, sales, ROI, ROAS, leads, impressions, engagement metrics, or any other measurable outcome. Services are provided on a professional "best efforts" basis only. Campaign performance depends on countless external factors beyond service provider's control including market conditions, competition, algorithm changes, and product quality.

2.2 Deliverables and Acceptance

Deliverables are considered "accepted" if client:

  • Fails to provide written objection within 5 business days of delivery
  • Uses or implements the deliverable in any campaign
  • Does not explicitly reject in writing with specific detailed reasons

Once accepted, deliverables cannot be reworked or redesigned. Additional change requests are billable as new scope of work.

3. PAYMENT TERMS (AGGRESSIVE AND FINAL)

3.1 PAYMENT FIRST — WORK AFTER (Absolute Rule)

SERVICE PROVIDER WILL NOT COMMENCE ANY WORK UNTIL FULL PAYMENT IS RECEIVED, CLEARED, AND VERIFIED. This is an absolute, non-negotiable requirement with zero exceptions. No work, no deliverables, no services commence until payment clears.

3.2 Invoice Due Date (5 Calendar Days)

All invoices are due and payable in full within FIVE (5) CALENDAR DAYS of invoice issuance. This timeline is firm and non-negotiable. No work commences until payment is received, cleared, and verified in service provider's account—so clients have adequate time to process payment.

Consequences of Late Payment: The only consequence of late payment is that work will not commence until full payment has been received, cleared, and verified in service provider's account. If payment is received after the due date, service provider reserves the absolute right to decline all future engagements with the client.

3.3 Payment Methods

Required Method — Bank Transfer: Payment via direct bank transfer to service provider's business account. Bank transfers are the ONLY preferred method and incur no processing fees. Service provider should provide bank details in invoice.

Alternate Method — Stripe (Rare, Fee-Bearing): Stripe credit card payments are accepted ONLY in exceptional circumstances with explicit written agreement. Stripe processing fees (2.9% + €0.30 per transaction) are passed to client in full. Bank transfer is standard.

3.4 Currency and Taxes

All prices are in EUR (Euro) unless explicitly stated otherwise. Pricing EXCLUDES applicable VAT, sales tax, GST, or similar consumption taxes. Client is solely responsible for calculating and paying applicable taxes in their jurisdiction. Service provider is not responsible for tax compliance or client tax obligations.

3.5 Chargeback and Dispute Policy (Critical)

ZERO TOLERANCE: If client initiates a chargeback, payment reversal, or dispute through their financial institution, credit card company, or payment processor WITHOUT first contacting service provider in writing, the client:

  • Commits material breach of this agreement
  • Authorizes service provider to charge chargeback fees (typically €15-€100) to client
  • Forfeits ALL rights to deliverables, work product, and ongoing services
  • Shall be immediately and permanently blacklisted
  • Authorizes service provider to pursue debt collection
  • Remains liable for full invoice amount PLUS collection costs

PROPER DISPUTE PROCEDURE: Any billing dispute MUST be communicated in writing within SEVEN (7) DAYS of invoice issuance. Service provider will respond within 14 business days. Chargebacks initiated outside this timeframe are treated as malicious and trigger maximum penalties.

3.6 Non-Refundable Fees (Comprehensive)

ABSOLUTE NO-REFUND POLICY: Once payment is received and confirmed, ZERO refunds are issued under ANY circumstances. This applies to:

  • Setup fees and one-time project fees
  • Monthly retainers and ongoing service fees
  • Creative deliverables (designs, videos, copy, images)
  • Consultations and strategy sessions
  • Revisions and refinement work
  • Advertising spend allocated to platforms
  • Third-party software and licenses
  • Work in progress at cancellation

3.7 Monthly Retainers and Recurring Charges

For ongoing retainer services, charges recur automatically on the first business day of each calendar month. Services are provided for that calendar month. Client remains liable for all monthly charges through the end of the current billing period, even if services are terminated mid-month.

4. CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants that:

  • Client is located in a permitted service region (EU/EEA, North America, or Oceania) and will not use services in excluded regions (Africa, Asia)
  • All client-provided content does not infringe third-party intellectual property rights
  • All client-provided content complies with laws, platform policies, and advertising standards
  • Client has full authority to grant service provider rights to use content
  • Client has verified that all products/services advertised are legal and compliant
  • Client is 18+ years of age or older
  • Client has authority to enter into binding agreements
  • Client disclosure of business, audience location, and objectives is truthful and complete

Breach of Warranties: If any warranty is breached, service provider may immediately terminate all services, retain all fees, and pursue collection for additional damages.

5. INDEMNIFICATION (Client Protects Service Provider)

Client shall indemnify, defend, and hold harmless the service provider from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from:

  • Third-party intellectual property infringement claims related to client-provided content
  • Client violation of platform policies or laws
  • Client misrepresentation of business, products, or audience
  • Client's use of deliverables in ways not authorized or intended
  • Regulatory violations, fines, or sanctions arising from client's campaigns
  • Defamation, false advertising, or misleading claims in client campaigns
  • Customer disputes, chargebacks, or complaints related to client's products/services

6. INTELLECTUAL PROPERTY OWNERSHIP

6.1 Custom Deliverables Ownership

Upon full and final payment of all invoiced fees, client receives exclusive ownership of custom creative deliverables (designs, videos, copy, graphics) specifically created for client's brand. These deliverables are exclusive to the client and may not be used for other clients.

6.2 Service Provider Portfolio Rights

Service provider retains the right to display completed work in professional portfolio, case studies, and creative showcases WITHOUT client name, identifying details, or sensitive information unless client explicitly requests confidentiality in writing. Client consent is not required for portfolio use.

6.3 Third-Party Licensed Content

All stock images, music, fonts, templates, and third-party materials are licensed for specific, agreed-upon use only. Client agrees NOT to relicense, resell, or misuse licensed content. Client indemnifies service provider for any third-party license violations.

7. LIMITATION OF LIABILITY (Bulletproof Cap)

7.1 Maximum Liability

ABSOLUTE MAXIMUM LIABILITY: Service provider's total liability for any claim arising from services, agreement, website, or interaction is capped at the LESSER of:

  • Total fees paid by client in the THREE (3) CALENDAR MONTHS immediately preceding the claim, OR
  • €100 (EUR one hundred) if no fees were paid

This cap applies regardless of legal theory (contract, tort, negligence, strict liability, breach, etc.) and whether service provider was advised of potential damages.

7.2 No Liability for Consequential Damages

Service provider is NOT liable for indirect, incidental, special, consequential, or punitive damages including: lost profits, lost revenue, lost business opportunities, lost goodwill, lost reputation, lost data, business interruption, cost of substitute services, personal injury, or property damage.

7.3 Limitations are Essential Terms

These liability limitations are essential terms of this agreement. Without these caps, service provider would not provide services. Client accepts these limitations as a condition of engaging services.

8. TERMINATION FOR ABUSE AND VIOLATION

Service provider reserves the absolute right to immediately terminate services if:

  • Client violates terms of this agreement
  • Client engages in fraudulent, deceptive, or illegal activity
  • Client fails to pay invoices on time
  • Client initiates chargebacks or payment disputes without valid basis
  • Client harasses, threatens, or abuses service provider
  • Client violates advertising platform policies or laws
  • Client engages with prohibited products (illegal goods, counterfeits, etc.)

Upon termination for violation: All fees are retained, all work is deleted, and client is permanently blacklisted. No refund, notice period, or explanation is provided.

9. DISPUTE RESOLUTION PROCEDURE

9.1 Informal Resolution (Required First Step)

Before pursuing any legal action, disputes must be addressed through good-faith written discussion. Client must contact service provider at michal@cernacek.com with detailed written description of dispute. Service provider will respond within 14 business days.

9.2 Governing Law and Jurisdiction

This agreement is governed exclusively by the laws of the Slovak Republic without regard to conflict of laws. Any disputes shall be subject to the exclusive jurisdiction of Slovak courts.

9.3 Costs and Fees

The prevailing party in any dispute is entitled to recover reasonable attorney fees and court costs from the non-prevailing party.

10. DISCLAIMER OF WARRANTIES (Critical)

SERVICES PROVIDED "AS-IS" AND "AS AVAILABLE":

  • All services and deliverables are provided "as-is" without ANY warranties, express or implied
  • Service provider makes NO warranty of merchantability, fitness for a particular purpose, or non-infringement
  • Service provider does NOT warrant that services will be error-free, uninterrupted, or secure
  • Service provider does NOT warrant that any result, conversion, sale, lead, or outcome will be achieved
  • Client uses services entirely at client's own risk

11. ENTIRE AGREEMENT AND MODIFICATIONS

This Terms of Service, combined with Legal Notice, Privacy Policy, and any written proposal or custom contract, constitutes the entire agreement and supersedes all prior agreements, discussions, and understandings. Service provider may modify these terms at any time. Continued use of services constitutes acceptance of modified terms.

12. ACKNOWLEDGMENT

By engaging the service provider for services, client:

  • Acknowledges having read and understood this entire Terms of Service
  • Agrees to be bound by all terms and conditions
  • Waives any claims based on lack of notice or understanding
  • Accepts all limitations of liability and payment terms