Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern the relationship between Jakiagency ("Jakiagency", "we", "us", "our") and (i) the business clients that engage Jakiagency to build or operate AI and automation solutions ("Clients") and (ii) the natural persons who interact with those solutions, whether on Meta platforms, on Client websites, or through any other channel Jakiagency operates ("End Users"). Clients and End Users together are referred to as "you".

Jakiagency is operated by Vasaris Knizleris under an individual activity certificate issued in the Republic of Lithuania (tax identification number 50602010158), with a registered address at S. Konarskio g. 18-55, Vilnius, 03124, Lithuania.

By using the Services — for example, by signing a service agreement with us, by sending a message to a chatbot we operate, or by interacting with an automation we deliver — you acknowledge that you have read, understood, and agreed to be bound by these Terms and by our Privacy Policy. If you do not agree, you must stop using the Services.

These Terms are written in English. Where required by law, the mandatory provisions of Lithuanian and EU consumer protection law apply and prevail over any conflicting provision of these Terms.

2. Definitions

• Jakiagency — the sole proprietorship described in Section 1, acting as the provider of the Services.
• Client — a business or organization that enters into a written service agreement with Jakiagency for the design, build, deployment, hosting, or maintenance of AI, chatbot, or automation solutions.
• End User — a natural person who interacts with a Jakiagency-built solution, typically via Facebook Messenger, Instagram Direct, WhatsApp Business, a Client website, or another channel exposed by the Client.
• Services — any product, solution, software, integration, consulting, or support delivered by Jakiagency, including but not limited to AI-powered chatbots, workflow automation, custom AI integrations, hosting, and ongoing maintenance.
• Chatbot — an automated conversational agent developed by Jakiagency and deployed for a Client.
• Meta Platforms — Facebook, Messenger, Instagram, and WhatsApp (including WhatsApp Business), owned and operated by Meta Platforms Ireland Ltd. and its affiliates ("Meta").
• Content — any text, image, audio, video, document, code, prompt, or other material submitted to, transmitted through, or produced by the Services.
• Fees — the amounts payable by the Client to Jakiagency as set out in the applicable service agreement, statement of work, or invoice.

3. Description of Services

3.1 Services for business Clients

Jakiagency is a general AI and automation agency. The Services we provide to Clients include, without limitation:

• Design and development of AI-powered chatbots and conversational agents;
• Workflow and process automation across business tools;
• Integrations between third-party systems (CRM, e-commerce, scheduling, analytics, messaging APIs) and AI models;
• Custom AI implementations tailored to the Client's use case;
• Hosting, monitoring, and maintenance of the deployed solutions;
• Consulting, training, and technical support.

The exact scope, deliverables, milestones, fees, and service levels for any engagement are defined in the individual written service agreement, statement of work, or order form signed between Jakiagency and the Client. These Terms apply in addition to, and are not replaced by, any such agreement. In case of conflict between these Terms and a signed service agreement, the signed agreement prevails to the extent of the conflict, except for mandatory provisions of these Terms that protect End Users.

3.2 Services as experienced by End Users

End Users typically interact with Jakiagency-built solutions as automated conversational or workflow experiences on Meta Platforms, on Client websites, or in other channels operated by the Client. From the End User's perspective, the Services may:

• Answer questions, provide information, or guide the user through a task;
• Help the user place a request, submit a form, book an appointment, or be routed to human staff of the Client;
• Send transactional messages (such as confirmations, reminders, or follow-ups) within the limits permitted by the relevant platform and by applicable law;
• Transfer the conversation to a human agent of the Client where needed or requested.

Automated responses are generated by AI and may not always be accurate, complete, or up to date. See Section 7 (AI-Generated Content Disclaimer) and Section 8 (Industry-Specific Disclaimers).

4. Eligibility

Clients. To enter into an agreement with Jakiagency, a Client's representative must be at least 18 years old and must have the legal authority to bind the Client to these Terms and to the signed service agreement.

End Users. The Services are intended for End Users who are at least 16 years old, in line with Article 8 of the GDPR as transposed in Lithuania. Where an End User is under the age of 16, interaction with the Services must be authorized by the holder of parental responsibility. Jakiagency does not knowingly process personal data of children under 16 without such authorization; please see the Privacy Policy.

5. Client Obligations and Representations

Each Client represents and warrants, on an ongoing basis, that:

• The business information it provides to Jakiagency (legal name, address, tax details, authorized contacts, domains) is accurate, complete, and kept up to date.
• It holds all licenses, permits, registrations, and approvals required to operate its business and to offer its products or services in the jurisdictions where it operates, including any industry-specific authorizations (for example, in healthcare, finance, legal, or regulated retail sectors).
• It is and remains responsible for any and all content that is sent, received, stored, or otherwise processed through the systems Jakiagency builds or operates on its behalf, including messages sent to or received from End Users.
• Its use of the Services complies with all applicable laws and regulations, including the GDPR and Lithuanian data protection law, consumer protection law, electronic communications and e-privacy rules, advertising and marketing rules, and any industry-specific regulation applicable to it.
• Where consent of End Users is required (for example, to process special categories of personal data, to send marketing messages, or to meet platform opt-in rules such as those applicable to WhatsApp), the Client is responsible for obtaining, recording, and being able to demonstrate such consent in line with the applicable law.
• For its own End Users' personal data, the Client acts as a data controller under the GDPR, with Jakiagency acting as a processor or, in limited and clearly defined cases, as a joint controller, as set out in the service agreement and in our Privacy Policy.
• The Client complies with the Meta Platform Terms, Meta Developer Policies, Instagram Platform Policy, WhatsApp Business Messaging Policy, and any other platform-specific policies that apply to the channels Jakiagency integrates with on its behalf.

The Client is solely responsible for the accuracy, legality, and appropriateness of the content it asks Jakiagency to publish or automate, and for any resulting interactions with its End Users.

6. End User Obligations

When interacting with any Jakiagency-built solution, End Users agree to:

• Use the Services only for lawful purposes and in line with these Terms;
• Not send or upload content that is illegal, defamatory, obscene, sexually explicit involving minors, violent, harassing, discriminatory, or otherwise objectionable;
• Not use the Services to send spam, phishing, or unsolicited commercial communications;
• Not impersonate another person or misrepresent their identity;
• Not attempt to reverse engineer, scrape, probe, or otherwise access the Services in an automated or unauthorized manner;
• Not attempt to circumvent any access control, rate limit, or security measure;
• Respect the policies of the platform they are using (for example, Meta Community Standards when interacting on Facebook, Instagram, Messenger, or WhatsApp).

Jakiagency and the Client reserve the right to suspend or terminate access for any End User who breaches these obligations, without prejudice to any other legal remedy.

7. AI-Generated Content Disclaimer

The Services rely on artificial intelligence models, including large language models provided by third parties. Responses, recommendations, summaries, classifications, and other outputs produced by these models are generated automatically and may be incomplete, inaccurate, out of date, biased, or otherwise unsuitable for a given purpose. AI outputs should not be relied upon as authoritative and should be independently verified before being used for any important decision.

Jakiagency does not guarantee the accuracy, completeness, fitness for purpose, or non-infringement of AI-generated content. Clients are responsible for reviewing, testing, and approving any AI-generated content or automated behavior made available to their End Users, and for adding human review where the nature of the use case requires it.

End Users should treat messages from a Jakiagency-built chatbot as automated assistance, not as a substitute for professional advice or for a conversation with a qualified human being.

8. Industry-Specific Disclaimers

The Services are not a substitute for professional advice in any regulated field, including but not limited to medical, dental, legal, tax, financial, investment, insurance, psychological, and engineering matters. Any information provided by a Jakiagency-built chatbot or automation in these fields is general in nature and must not be relied upon as a diagnosis, prescription, legal opinion, financial recommendation, or other form of professional advice.

For any such matters, End Users should consult a qualified professional licensed in their jurisdiction. In a medical emergency or any situation posing a risk to life or health, stop using the chatbot immediately and call 112 (the general European emergency number, valid in Lithuania) or contact the local emergency services of your country.

9. Meta Platform Terms Acknowledgment

When End Users interact with a Jakiagency-built solution on Facebook, Messenger, Instagram, or WhatsApp, their use of those platforms is also governed by Meta's own terms, including:

• The Facebook Terms of Service;
• The Instagram Terms of Use;
• The WhatsApp Terms of Service;
• The Meta Community Standards.

You acknowledge that Meta is not a party to these Terms and that Meta disclaims all warranties, express or implied, in connection with the Services to the fullest extent permitted by applicable law. Meta is not liable to any End User or Client for any aspect of the Services provided by Jakiagency.

Jakiagency confirms that its access to and use of Meta APIs, its handling of data obtained from Meta Platforms, and its transfer of such data to any third party comply with the Meta Platform Terms, the Meta Developer Policies, the Instagram Platform Policy, and the WhatsApp Business Messaging Policy, each as updated from time to time.

10. Fees and Payment

This Section applies to Clients only. The Services are provided to End Users free of charge from Jakiagency's side; any fees an End User pays to a Client are a matter between the End User and the Client.

• Fees. Fees, billing cycles, currencies, and payment methods are defined in the individual service agreement, statement of work, or order form signed with the Client. Unless stated otherwise, Fees are quoted in euros (EUR).
• Taxes. All Fees are exclusive of applicable taxes. The Client is responsible for any value-added tax (VAT) or other taxes, duties, or levies arising from the Services, except for taxes on Jakiagency's income.
• Lithuanian VAT and EU reverse charge. Jakiagency issues invoices in accordance with Lithuanian tax law. For business-to-business cross-border sales within the European Union, the reverse charge mechanism may apply where the Client supplies a valid EU VAT number; in that case, Jakiagency issues the invoice without Lithuanian VAT and the Client self-accounts for VAT in its own jurisdiction.
• Payment terms. Unless otherwise agreed in writing, invoices are payable within 14 calendar days from the invoice date. Late payments accrue statutory interest at the rate applicable under Lithuanian law, without the need for a prior reminder. Jakiagency may also suspend the Services for any Client whose account is more than 30 days overdue, after giving reasonable written notice.
• Disputes. The Client must notify Jakiagency in writing of any disputed invoice within 10 business days of receipt; otherwise the invoice is deemed accepted. Undisputed amounts must be paid by their due date.

11. Intellectual Property

11.1 Jakiagency's intellectual property

Jakiagency retains all right, title, and interest in and to its proprietary technology, including but not limited to its source code, libraries, reusable components, internal tools, architecture, system designs, prompts and prompt templates, datasets used to build generic components, documentation, and methodologies. No transfer of ownership is implied by the provision of the Services; the Client receives only the license expressly granted in the service agreement, which is typically a non-exclusive, non-transferable license to use the deliverables for its own business purposes.

11.2 Client intellectual property

The Client retains all right, title, and interest in and to its own brand, trademarks, logos, content, data, customer lists, and any other materials it provides to Jakiagency. The Client grants Jakiagency a limited, non-exclusive, non-transferable license to use those materials only to the extent necessary to deliver the Services during the term of the engagement.

11.3 End User content

End Users retain all rights they have in the messages and content they send. By interacting with a Jakiagency-built solution, each End User grants Jakiagency and the relevant Client a worldwide, royalty-free, non-exclusive license to host, store, transmit, process, and display the content solely to the extent necessary to deliver the requested Service (for example, to reply to a question, book an appointment, or route the message to human staff). This license terminates when the content is deleted in accordance with the Privacy Policy.

12. Acceptable Use Policy

You must not, and must not permit anyone else to, use the Services to:

• Violate any law, regulation, or the rights of any person, including intellectual property rights, privacy rights, or rights of publicity;
• Scrape, crawl, harvest, or otherwise extract data from the Services in an automated or unauthorized manner;
• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Services, except to the extent this restriction is prohibited by applicable law;
• Send spam, phishing messages, unsolicited marketing, or content that violates the policies of the messaging platform being used (including Meta Community Standards and the WhatsApp Business Messaging Policy);
• Upload, transmit, or generate content that exploits or endangers minors, depicts sexual activity involving minors, promotes terrorism or violence, incites hatred or discrimination, or is otherwise illegal or harmful;
• Harass, threaten, stalk, defame, or impersonate any person or entity;
• Upload or distribute malware, viruses, ransomware, or any other malicious code;
• Interfere with or disrupt the Services or the servers or networks used to provide them;
• Circumvent any security measure, access control, rate limit, or authentication mechanism;
• Use the Services to develop or train a competing product without Jakiagency's prior written consent.

Jakiagency may investigate and take appropriate action against any suspected violation, including removing content, suspending or terminating access, and cooperating with law enforcement or competent authorities.

13. Third-Party Services

The Services rely on third-party providers, including without limitation:

• Meta Platforms (Facebook, Messenger, Instagram, WhatsApp Business API);
• Cloud infrastructure and hosting providers;
• AI model providers (for example, OpenAI, Anthropic, and other foundation model vendors);
• Messaging, email, telephony, and scheduling APIs;
• Analytics, monitoring, and support tools.

Each third-party service is governed by its own terms of service and privacy policy. Jakiagency is not responsible for the availability, accuracy, security, or legality of third-party services, and no warranty from Jakiagency covers acts, omissions, or outages of any third-party provider. Changes in third-party terms or APIs may require corresponding changes in the Services.

14. Service Availability and Modifications

Jakiagency uses commercially reasonable efforts to keep the Services available and functioning. However, the Services are provided on a best-effort basis and may be affected by maintenance, third-party outages, network conditions, or events beyond our control. No uptime service level agreement ("SLA") is offered to End Users. Where a specific SLA applies to a Client, it is set out in the individual service agreement signed with that Client.

Jakiagency may modify, enhance, or discontinue any feature of the Services at any time. Where a modification materially and adversely affects a paying Client, Jakiagency will use reasonable efforts to give at least 30 days' prior written notice and to offer a reasonable workaround, consistent with the signed service agreement.

15. Termination

15.1 Termination by End Users

End Users may stop using the Services at any time, with immediate effect. They may also request deletion of their personal data as described in the Data Deletion Procedure.

15.2 Termination by Clients

Clients may terminate their engagement in accordance with the termination provisions of the signed service agreement. In the absence of such provisions, either party may terminate for convenience on 30 days' prior written notice, or for material breach on 15 days' written notice if the breach is not remedied within that period.

15.3 Termination by Jakiagency

Jakiagency may suspend or terminate the Services (in whole or in part, to a specific Client, or to a specific End User) with immediate effect if:

• There has been a material breach of these Terms or of the applicable service agreement that has not been cured in the period set out in Section 15.2;
• The Services are used for illegal purposes or in a way that violates the Acceptable Use Policy (Section 12);
• The Client or End User violates Meta Platform Terms, Meta Developer Policies, or any other platform policy in a way that exposes Jakiagency to legal or reputational risk;
• A Client fails to pay undisputed Fees within the time periods set out in Section 10 despite reasonable notice;
• Jakiagency is required to do so by law, by a court, or by a competent supervisory authority, or in order to respond to a credible security incident.

15.4 Effect of termination on data

On termination, Jakiagency will handle personal data in accordance with the Privacy Policy and the retention periods described there, subject to any legal obligation to retain certain records (for example, accounting data). Provisions of these Terms that by their nature are intended to survive termination (including intellectual property, limitation of liability, governing law, and miscellaneous provisions) will survive.

16. Disclaimers and Limitation of Liability

To the fullest extent permitted by applicable law, the Services are provided "as is" and "as available", without warranties of any kind, express or implied, including (without limitation) warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation.

To the fullest extent permitted by applicable law, Jakiagency shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, nor for any loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption arising out of or in connection with the Services, even if advised of the possibility of such damages.

Aggregate liability cap:

• For Clients (B2B): Jakiagency's aggregate liability to a given Client, from all claims in aggregate over any 12-month period, shall not exceed the total Fees actually paid by that Client to Jakiagency in the 12 months immediately preceding the event giving rise to the claim.
• For End Users (consumers): Jakiagency's aggregate liability to a given End User shall not exceed EUR 100, or the minimum amount that cannot be excluded under the mandatory law of the End User's country of residence, whichever is higher.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for: (i) gross negligence or willful misconduct; (ii) death or personal injury caused by Jakiagency's negligence; (iii) fraudulent misrepresentation; and (iv) mandatory consumer rights under EU Directive 2019/770 on the supply of digital content and digital services, EU Directive 2019/771 on the sale of goods, and the Lithuanian law transposing those directives.

17. Indemnification

This Section applies to Clients only and does not limit any statutory rights of consumers.

Each Client agrees to defend, indemnify, and hold harmless Jakiagency, its owner, subcontractors, and personnel from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Content provided, submitted, or authorized by the Client, including content sent by its End Users through systems Jakiagency operates on the Client's behalf;
• The Client's breach of these Terms, of the signed service agreement, or of any applicable law or regulation;
• The Client's violation of Meta Platform Terms, Meta Developer Policies, or any other platform or third-party policy;
• The Client's violation of third-party rights, including intellectual property, privacy, or publicity rights.

Jakiagency will promptly notify the Client of any claim subject to indemnification and will reasonably cooperate at the Client's expense in the defense of the claim. The Client must not settle any such claim in a way that imposes any obligation or admission on Jakiagency without Jakiagency's prior written consent.

18. Governing Law and Jurisdiction

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of the Republic of Lithuania, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For Clients (B2B): any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Vilnius, Republic of Lithuania.

For End Users who are EU consumers: you benefit from any mandatory protection of the consumer law of your country of residence. You may bring proceedings against Jakiagency in the courts of your country of residence or in the courts of Lithuania, and Jakiagency may only bring proceedings against you in the courts of your country of residence.

The European Commission provides an online dispute resolution platform for consumers, available at https://ec.europa.eu/consumers/odr.

19. Consumer Rights Notice (EU)

Nothing in these Terms limits the rights of consumers under the mandatory provisions of Lithuanian and EU law. In Lithuania, consumers may contact the State Consumer Rights Protection Authority (Valstybinė vartotojų teisių apsaugos tarnyba, "VVTAT") for out-of-court dispute resolution:

Where Jakiagency supplies digital content or digital services directly to a consumer under a paid contract, the consumer has, as a rule, a 14-day right of withdrawal under the Lithuanian Civil Code implementing EU Directive 2011/83/EU, starting from the day of conclusion of the contract. However, under Article 6.22810(2)(13) of the Civil Code, this right does not apply to contracts for the supply of digital content that is not supplied on a tangible medium where performance has begun with the consumer's prior express consent and acknowledgment that the right of withdrawal will thereby be lost, nor to services fully performed with the consumer's consent before the end of the withdrawal period.

20. Force Majeure

Jakiagency shall not be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, civil unrest, governmental action, changes in law, strikes or labor disputes, cyberattacks (including distributed denial-of-service attacks and ransomware), failures or degradations of the public internet, disruptions of cloud hosting or data center providers, outages or material changes in Meta APIs or Meta Platform policies, outages or material changes in AI model provider services, and disruptions of any other material third-party provider on which the Services depend. Jakiagency will make reasonable efforts to notify affected Clients and to resume performance as soon as practicable.

21. Changes to Terms

Jakiagency may update these Terms from time to time to reflect changes in the Services, in applicable law, or in platform requirements. When we make changes, we will update the "Last updated" date at the top of this document.

For Clients: material changes will be notified by email or through the primary contact on file at least 30 days before they take effect. A Client that does not accept a material change may terminate the affected Services by written notice before the change takes effect, without prejudice to any Fees already due.

For End Users: reasonable notice of material changes will be given through a banner on jakiagency.com or, where appropriate and where we have your contact details, by email. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the changes, to the extent permitted by law. If you do not agree with a material change, you must stop using the Services.

22. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any signed service agreement constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements or understandings on that subject.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be interpreted or replaced so as to achieve, to the greatest extent possible, the original intent in a valid and enforceable manner.
• No waiver. Failure or delay by either party to enforce any right under these Terms does not constitute a waiver of that right.
• Assignment. Jakiagency may assign these Terms and any signed service agreement, in whole or in part, to a successor in connection with a merger, reorganization, or sale of substantially all of its assets or business. Clients may not assign their rights or obligations without Jakiagency's prior written consent, such consent not to be unreasonably withheld.
• Notices. Unless otherwise specified, notices under these Terms must be sent by email to team@jakiagency.com for Jakiagency, and to the email address on file for the Client. Notices to End Users may be given through the platform used to interact with the Services.
• Relationship of the parties. Jakiagency acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Jakiagency and any Client or End User.

23. Contact Information

Consumer protection: VVTAT (Lithuania) · EU online dispute resolution: ec.europa.eu/consumers/odr.

24. Effective Date

These Terms of Service are effective as of 20 April 2026.