General Terms of Service
Version 9.26. Last updated: 1 September 2026
These are the terms on which CXLABS configures and supports monday.com environments, and on which it manages and coordinates project and brand implementation programs. They apply to every order placed by accepting a quotation, by purchasing online, or by instructing work in writing. They require no signature: by placing an order you accept the version in force on that day.
CXLABS Sp. z o.o., ul. Polna 66, 87-100 Torun, Poland. Registered with the District Court in Torun, 7th Commercial Division of the National Court Register, KRS 0000891126, REGON 388564992, VAT ID PL9562367495.
In short:
You are buying the time and the competence of the CXLABS team, not software. monday.com is a platform you use under your own license. We work in two commercial models: time and materials, where you pay for the time actually worked, settled after the end of each month against a time report you can see live, or a fixed fee for a defined scope, with the fee and the payment arrangements agreed individually.
We work in two service lines. In the first we configure, support and look after your monday.com environment. In the second we run project management: we manage brand implementation and brand rollout programs end to end, coordinating subcontractors, documentation, audits, scopes of work, budgets, approvals and progress. We manage those programs, we do not perform the physical works and we do not act as a construction supervisor.
The data processing agreement required by article 28 GDPR is the Annex at the end of this page. It becomes part of every order, and it covers both service lines: the data in your monday.com environment and the personal data that sits in project documentation. We use one sub-processor, monday.com Ltd., and no specialist we engage receives your personal data without your prior authorization.
1.1 Terms means these CXLABS General Terms of Service.
1.2 CXLABS means CXLABS Sp. z o.o., identified in the header.
1.3 Client means the business entity for which CXLABS performs the Services. These Terms are addressed to businesses only and not to consumers.
1.4 Parties means CXLABS and the Client together.
1.5 Quotation means an offer made by CXLABS to the Client in writing, identifying the Services, the commercial model, the fee or the applicable rates, and referring to these Terms.
1.6 Order means the contract for the Services concluded between the Parties under clause 3, on the terms of the Quotation and these Terms.
1.7 Services means the services performed by CXLABS under an Order, comprising Service Line A, Service Line B, or both.
1.8 Service Line A means monday.com configuration, support and care, described in Part II.
1.9 Service Line B means project management and brand implementation coordination, described in Part III.
1.10 Program means the Client's project or program that CXLABS manages or coordinates under Service Line B, whatever its subject.
1.11 Client Environment means the monday.com account or instance that the Client owns or administers under its own agreement with monday.com Ltd. or its reseller, together with the third-party tools connected to it.
1.12 Works means physical works within the Program, including design engineering for production, manufacturing, printing, application, installation, dismantling, vehicle livery, electrical work and civil work.
1.13 Works Contractor means a third party that performs the Works, or supplies goods or specialist services within the Program, whether engaged by the Client or by CXLABS.
1.14 Deliverables means everything CXLABS produces for the Client under an Order, including configuration of the Client Environment, integration code and scripts, project documentation, scopes of work, budget frameworks, registers, reports, dashboards, training materials and AI agent configurations.
1.15 CXLABS Materials means materials existing before the Order or developed by CXLABS independently of it, including workspace and board templates, automation and workflow recipes, dashboard layouts, prompt libraries and AI agent configurations, integration patterns, methodologies, governance models, document and register templates, know-how, and components of general application.
1.16 Hour means 60 minutes of Personnel time worked for the Client and entered in the Time Record.
1.17 Time Record means the register of Personnel time worked for the Client, maintained by CXLABS and made available to the Client on an ongoing basis.
1.18 Time Report means the monthly statement of time drawn from the Time Record, described in clause 5.
1.19 Time and Materials means the commercial model in which the Client pays for time actually worked at the rates stated in the Quotation, settled after the end of each calendar month.
1.20 Fixed Fee means the commercial model in which the Client pays a fee stated in the Quotation for a defined scope.
1.21 Change means work outside the scope agreed in the Order.
1.22 Coordinator means the person nominated by the Client and authorized to take decisions on the Client's behalf in relation to the Order.
1.23 Personnel means the individuals CXLABS uses to perform the Services, irrespective of the legal basis of their engagement with CXLABS.
1.24 Business Days means Monday to Friday, excluding public holidays in Poland.
1.25 In Writing means, unless a signed document is expressly required, an email sent from an address used by a Party in the engagement, or a message in a shared working channel agreed by the Parties, such as Slack, a monday.com board or the CXLABS ticketing system. Where these Terms require a signed document, email alone does not suffice.
1.26 Confidential Information means non-public information obtained from the other Party in connection with an Order.
2. Nature of the Services and the role of CXLABS
2.1 Two service lines, one engagement model. CXLABS performs Service Line A, Service Line B, or both under a single Order. The commercial models, time recording, invoicing, liability and other common provisions in Part I apply identically to both service lines. Where a provision of Part II or Part III conflicts with Part I, the Part II or Part III provision prevails for that service line.
2.2 Standard of performance. CXLABS performs the Services with the due care and skill of a professional monday.com implementation partner and of a professional project management organization. Unless the Order expressly provides otherwise and the fee reflects the risk assumed, the Services are an undertaking to perform work with due care and not a guarantee of a particular outcome, of completion of the Program, or of delivery of defined functionality within a defined number of Hours. Descriptions of scope, areas of work or expected effects in a Quotation, a plan or correspondence serve to organize the work and do not change the nature of the undertaking.
2.3 The position CXLABS holds. The Order states which of the following applies:
a. CXLABS is engaged directly by the organization whose Program or Client Environment is the subject of the Services; or
b. CXLABS is engaged as a subcontractor to a lead agency, prime contractor or other supplier that is itself engaged by the end organization.
Where paragraph b applies, the Client is the entity that engaged CXLABS, CXLABS reports to and takes instructions from that entity, and CXLABS owes no duty and gives no warranty directly to the end organization unless the Order expressly provides otherwise. The Client is responsible for the terms it has agreed with the end organization and for ensuring that they are consistent with these Terms.
2.4 No employment, no secondment. An Order does not place Personnel under the direction or control of the Client, and does not create an employment, agency, partnership or joint venture relationship between the Parties. CXLABS performs the Services as an independent contractor.
2.5 No authority to bind the Client. CXLABS does not enter into commitments, place orders, or incur costs on the Client's behalf without prior authorization In Writing. Where the Order authorizes CXLABS to place orders with Works Contractors or suppliers on the Client's behalf, CXLABS does so as the Client's agent, the Client remains the paying party, and CXLABS assumes no liability as a party to those contracts.
3. How an Order is concluded
3.1 Availability of these Terms. CXLABS makes these Terms available before an Order is concluded, in the Quotation, on a purchase page, or by sending them to the Client In Writing. A reference to the address at which these Terms can be read and saved is sufficient.
3.2 Conclusion. An Order is concluded on the first of the following to occur:
a. the Client accepts the Quotation In Writing, including by digital or electronic acceptance on a platform indicated in the Quotation;
b. the Client purchases the Services through a CXLABS online purchase page; or
c. the Client instructs CXLABS to carry out work In Writing and CXLABS confirms acceptance of the instruction or begins to perform it.
3.3 Acceptance of these Terms. Concluding an Order constitutes acceptance of the version of these Terms in force on the date the Order is concluded.
3.4 Authorized persons. Orders may be placed on the Client's behalf by persons authorized to represent it and by persons the Client has identified to CXLABS as authorized, including the Coordinator. CXLABS may treat a person using the Client's business email domain and acting on its behalf as authorized, unless the Client has notified CXLABS otherwise.
3.5 Refusal. CXLABS may decline an instruction, stating the reason, in particular where it has no available resources for the expected timeframe, where the instruction falls outside its competence, or where the Client is in arrears.
3.6 No commitment to further Orders. Neither Party is obliged to place or accept further Orders. Availability of Personnel follows from an accepted Order and not from the fact of a prior engagement.
3.7 Order of precedence. In the event of inconsistency, the following order applies: (1) an individual agreement signed by the Parties, if concluded; (2) the Order and the Quotation; (3) these Terms; (4) any other CXLABS document referred to in the Quotation. A signed non-disclosure agreement prevails over clause 13 to the extent it covers the same subject matter.
3.8 Client procurement frameworks. Where the Client's procurement requires its own framework agreement, purchase order process or supplier terms, the Parties may agree to align the terms. Until such an agreement is signed, these Terms apply. The Client's standard purchase conditions do not apply merely by being referenced in a purchase order or on a portal.
4. Commercial models
4.1 Two models. The Client chooses one model per Order:
a. Time and Materials. The Client instructs work as the need arises and pays for time actually worked at the rates stated in the Quotation, settled after the end of each calendar month. There is no minimum number of Hours, no standby fee and no commitment to further instructions. CXLABS does not reserve Personnel availability in advance; the timing of each task is agreed when it is instructed, subject to available resources.
b. Fixed Fee. The Client pays the fee stated in the Quotation for the scope described there. A Fixed Fee is available where the scope, assumptions and dependencies can be defined with sufficient precision, and the Quotation states the assumptions on which it is based. The fee, the invoicing schedule, any advance payment and any payment milestones are subject to individual arrangements between the Parties, agreed in the Quotation or in the Order.
The models may be combined over time and within one Program, for example a Fixed Fee for a defined stage followed by Time and Materials for continuing work.
4.2 No rates in these Terms. These Terms do not state fees or rates. Fees, rates, currency and any volume or role based rate structure are stated in the Quotation or agreed In Writing before the relevant work begins. Costs incurred in performing the Services are reimbursed in addition to the fees, under clauses 6.7 to 6.9.
4.3 What is recorded as time. In both models, all Personnel time spent on the Client's matters is recorded: analysis, workshops and preparation; configuration, build and testing; coordination of Works Contractors, suppliers and auditors; preparation and maintenance of project documentation, registers, scopes of work, budget frameworks and reports; meetings, including meetings called by the Client; email and messaging correspondence; documentation and training; diagnosis of tickets; and contact with a platform provider or an authority on the Client's behalf. Time is recorded to the time actually worked, without rounding up to a minimum unit.
4.4 Estimates. On request, CXLABS provides an estimate of the time a task will take before starting it. An estimate under Time and Materials is planning information and not a fixed price. Where CXLABS expects to exceed an estimate by more than 20%, it informs the Client and waits for the Client's decision before continuing.
4.5 Client budget cap. The Client may set a monthly cap on Hours or on value In Writing. CXLABS informs the Client when 80% of the cap is reached and does not exceed the cap without the Client's consent. Where no cap is set, CXLABS performs the instructed tasks in the time they require.
4.6 Changes. A Change is agreed In Writing before it is carried out. Under Time and Materials a Change requires no separate instrument beyond the instruction itself. Under a Fixed Fee, a Change is performed on a Time and Materials basis at the rates stated in the Quotation, unless the Parties agree a separate Fixed Fee for it. Where the assumptions on which a Fixed Fee was based prove incorrect for reasons not attributable to CXLABS, CXLABS informs the Client and the Parties agree the consequences before further work is carried out.
5. Time Record and Time Report
5.1 Ongoing record. CXLABS records Personnel time in the Time Record, entering the time actually worked on each activity with a description of the activity and the person who performed it. The Client is given continuous access to the Time Record in the manner indicated by CXLABS when the Order is concluded, and can check the position at any time.
5.2 Monthly Time Report. Within 5 Business Days after the end of each calendar month, CXLABS sends the Client a Time Report for that month, drawn from the Time Record.
5.3 Objections. The Client may object to specific entries In Writing within 7 Business Days of the Time Report being sent, identifying the entry and the reason. Absence of an objection within that period constitutes acceptance of the Time Report. The Parties clarify contested entries within 3 Business Days; uncontested entries are invoiced without waiting for contested entries to be resolved.
5.4 Fixed Fee engagements. Under a Fixed Fee, the Time Record is maintained for CXLABS's internal purposes and for reporting progress. It is not the basis of the fee, and the fee is not a settlement of time. The Client is given access to the Time Report where the Order provides for it.
6. Fees, invoicing and payment
6.1 Basis of invoicing under Time and Materials. CXLABS invoices monthly, after the end of the month to which the accepted Time Report relates, on the basis of that Time Report.
6.2 Basis of invoicing under a Fixed Fee. Invoicing under a Fixed Fee is subject to individual arrangements between the Parties. The fee, the invoicing schedule, any advance payment and any payment milestones are those agreed in the Quotation or in the Order. Where the Quotation states no schedule, CXLABS invoices monthly in arrears in proportion to the progress reported for that month.
6.3 Net amounts and VAT. All amounts are net of VAT and any other applicable turnover tax, which is added at the rate in force on the date of invoice. Where the Client is established outside Poland and the conditions for the reverse charge mechanism are met, CXLABS invoices accordingly and the Client provides a valid VAT identification number and notifies CXLABS of any change to it.
6.4 Electronic invoices. CXLABS issues invoices electronically and sends them to the email address indicated by the Client. The Client accepts this method of delivery.
6.5 Payment term. Invoices under Time and Materials are payable within 14 days of the invoice date. For a Fixed Fee, the payment term is the one agreed under clause 6.2 and, absent agreement, 14 days of the invoice date.
6.6 Currency and bank charges. Invoices are issued in the currency stated in the Quotation. The Client bears the cost of its own bank transfers and any intermediary bank charges, so that CXLABS receives the invoiced amount in full.
6.7 Reimbursable costs (out of pocket expenses). The Services are provided on a time and materials basis. In addition to the fees, the Client reimburses the out of pocket costs CXLABS incurs in performing the Services, including:
a. travel, being air and rail fares, car rental, mileage, fuel, parking, tolls, local transportation and airport transfers;
b. accommodation for Personnel traveling on the Client's business;
c. subsistence allowances, per diems and travel lump sums for Personnel traveling on the Client's business;
d. visas, travel permits, vaccinations and travel insurance required for a journey made for the Client;
e. materials, consumables, prints, mock-ups, samples, test items and site access equipment purchased for the Order;
f. courier, freight, customs duties and insurance of items shipped for the purposes of the Order or the Program;
g. third-party licenses, tools, subscriptions, data and reports purchased for the Order; and
h. official fees and charges paid on the Client's behalf, and the costs of Works Contractors, suppliers and auditors where the Order provides for CXLABS to procure them.
Costs under paragraph a other than mileage, and costs under paragraphs b and d to h, are recharged at the amount CXLABS was invoiced. Mileage under paragraph a and the allowances under paragraph c are charged at the rates stated in the Quotation or otherwise agreed between the Parties and, absent agreed rates, at the rates applicable in the country in which the journey or the stay took place. Polish rates apply only to travel within Poland. A handling fee of 2% of the recharged amount is added, covering the administration, pre-financing and currency risk that CXLABS carries in incurring the cost on the Client's behalf. The Quotation may state a different handling fee or waive it. CXLABS provides supporting documentation on request.
6.8 When CXLABS may incur a reimbursable cost. CXLABS incurs a reimbursable cost where the Quotation provides for costs of that type, where the Client has requested or approved the activity that gives rise to it, in particular attendance at a site or a meeting the Client has asked CXLABS to attend, or where the Client has approved the cost In Writing. Where a single cost, or a related series of costs, exceeds the threshold stated in the Quotation, CXLABS obtains the Client's approval In Writing before incurring it. Beyond this, CXLABS does not incur costs on the Client's behalf.
6.9 Invoicing of reimbursable costs. Reimbursable costs and the handling fee are invoiced, itemized, together with the fees for the month in which the costs were incurred, and are payable on the same terms. Where a cost was invoiced to CXLABS in a currency other than the invoicing currency, it is converted at the rate applied by the bank or card issuer of CXLABS on the date of the transaction.
6.10 Disputed invoices. The Client may dispute an invoice in good faith, In Writing, before the payment term expires, identifying the disputed items and the reasons. Undisputed items remain payable on time. An objection to a Time Report entry raised after the period in clause 5.3 does not suspend payment.
6.11 Late payment. Where payment is late, CXLABS charges statutory interest for late payment in commercial transactions under Polish law. Where the delay exceeds 14 days, CXLABS may, after a reminder In Writing, suspend the Services and suspend access to Deliverables held outside the Client Environment until payment is made, and may decline new instructions. Suspension under this clause does not extend any timeline commitment and does not relieve the Client of payment for work already performed.
6.12 Set-off. The Client may set off against amounts due to CXLABS only sums that are undisputed or established by a final court judgment or a settlement between the Parties.
6.13 Rate changes. CXLABS may change its rates for engagements running under Time and Materials. A new rate applies from the first day of the month following the month in which CXLABS informed the Client, and no earlier than 30 days after that notice. A Client that does not accept the change may end the engagement before the change takes effect. Rate changes do not apply to a Fixed Fee already agreed.
6.14 Indexation. Independently of clause 6.13, CXLABS may once per calendar year adjust its rates, and any mileage or allowance rates it has itself stated in a Quotation, by the annual consumer price index published by the Polish Central Statistical Office (GUS), giving at least one month's notice. This does not apply to the country rates referred to in clause 6.7, which follow the rates in force in the country concerned.
7. Cooperation during performance
7.1 Coordinator. The Client nominates a Coordinator authorized to take decisions on scope, priorities, budget approvals and acceptance of work, and ensures the Coordinator's availability throughout the Order. A change of Coordinator is notified to CXLABS In Writing.
7.2 Client obligations. The Client undertakes to:
a. grant CXLABS access to the Client Environment at the permission level required for the work, as a rule account administrator, and to the connected tools concerned;
b. maintain active monday.com and third-party licenses at a plan level that supports the agreed functionality;
c. provide the process descriptions, data, drawings, brand guidelines, site registers, asset lists and other materials required for the work within 3 Business Days of a request from CXLABS, or within another agreed period;
d. take decisions and give clarifications within 3 Business Days of a matter being put to it, or, where a decision needs longer, notify CXLABS of the expected date within that period;
e. give CXLABS the access to sites, information and stakeholders that the Services require, and identify the Works Contractors, suppliers, landlords and internal functions involved;
f. attend status meetings at the agreed cadence, as a rule weekly;
g. review and test what is handed over and raise comments as the work proceeds; and
h. inform CXLABS of changes made by the Client's own team or by third parties in the areas of the Client Environment or the Program on which CXLABS is working.
7.3 Consequences of a failure to cooperate. Where the Client does not perform its obligations under clause 7.2, CXLABS is not liable for the resulting delays or limitations. Before relying on this clause, CXLABS identifies the missing item In Writing, whether access, material or decision, and sets a period of not less than 3 Business Days for it to be supplied. A request for a specific item stating a deadline constitutes such notice. Waiting time caused by a missing item is recorded as time worked under clause 4.3.
7.4 Place and hours of work. The Services are performed remotely, on Business Days between 08:00 and 17:00 Central European Time, unless otherwise agreed. On-site work requires agreement In Writing; the costs of travel, accommodation and subsistence are reimbursed under clauses 6.7 to 6.9. Where the Services span several countries and time zones, the Parties agree the working rhythm in the Order.
7.5 Personnel. CXLABS selects and changes the composition of Personnel at its own discretion, ensuring competence appropriate to the scope, and informs the Client of a change in the person leading the work. A change does not require the Client's consent. CXLABS is responsible for Personnel as for its own acts and ensures that Personnel are bound by confidentiality obligations no narrower than clause 13.
7.6 Subcontracting by CXLABS. CXLABS may engage subcontractors and third-party specialists to perform those parts of the Services that it does not perform itself, including technical audits and surveys, specialist engineering, drawings, translation, and local coordination in a given country. Engaging a subcontractor does not require the Client's consent; on request, CXLABS tells the Client which parts of the Services are performed by a subcontractor.
7.7 Requirements CXLABS imposes on its subcontractors. CXLABS engages a subcontractor only where:
a. the subcontractor is bound by a non-disclosure agreement with CXLABS on terms no narrower than clause 13, covering the Client's Confidential Information;
b. the subcontractor carries its own liability insurance appropriate to the work it performs, and, where the work is physical work on a site, its own insurance, certifications and health and safety documentation required for that work; and
c. where the subcontractor would receive personal data for which the Client is the controller, clause 10 and the Data Processing Agreement apply; that agreement requires CXLABS to brief and coordinate a specialist without disclosing that data, and where disclosure is unavoidable, to obtain the Client's prior authorization before disclosing it.
CXLABS confirms compliance with paragraphs a and b on request. CXLABS is responsible for imposing these requirements, and not for the subcontractor's own compliance with the law applicable to it.
7.8 Responsibility for subcontractors. Where CXLABS engages a subcontractor in its own name, CXLABS is responsible for that subcontractor's performance of the Services as for its own, subject to clause 11. Where the Client engages a Works Contractor, supplier or auditor directly, CXLABS coordinates that party but is not responsible for its performance; clause 21.4 applies.
7.9 Communication channels. The Parties communicate by email and through an agreed working channel, such as Slack, a monday.com board or the CXLABS ticketing system. Agreements on scope, priorities, deadlines, budget approvals and acceptance reached in those channels are binding as made In Writing. Notices of termination are given by email to the addresses identified when the Order was concluded.
8. Handover of Deliverables, review and correction
8.1 Ongoing handover. Deliverables arising in the Client Environment are available to the Client as they are produced. Deliverables produced outside the Client Environment, such as documentation, scopes of work, registers, reports and training materials, are handed over in the manner agreed with the Client. No formal acceptance procedure applies unless the Order provides for one.
8.2 Review and comments. The Client reviews what is handed over and raises comments as the work proceeds. Comments raised while a task is in progress are addressed as part of the normal working process, within the Order. Replacing a solution that was previously agreed and implemented with a different one is new work.
8.3 Formal acceptance where the Order provides for it. Where the Order provides for formal acceptance of a Deliverable, the Client has 14 calendar days from handover to raise defects or non-conformities In Writing. Absent an objection within that period, the Deliverable is deemed accepted. Acceptance is not withheld on account of minor items that do not prevent use of the Deliverable; those are addressed as corrections.
8.4 Errors attributable to CXLABS. Where a Deliverable does not perform as agreed for reasons attributable to CXLABS, being an error in configuration, in a document, or a departure from an agreement documented in the working channel, and the Client reports this In Writing within 10 Business Days of handover of that item, CXLABS corrects the error without charging time, including after the Order has ended.
8.5 Exclusions. Clause 8.4 does not cover irregularities arising from: changes made in the Client Environment or in the Program by persons other than Personnel; changes to the features, limits, interfaces or pricing of monday.com or third-party tools; incorrect, incomplete or changed Client data, materials, drawings or guidelines; absence or change of a license; the output of AI features; performance or non-performance by a Works Contractor, supplier or authority; or an express Client instruction given against a CXLABS recommendation. Correcting such irregularities is work billed under these Terms.
8.6 No duty to update. After an Order ends, CXLABS is not obliged to update configuration, documentation or registers to reflect changes in a platform, in the Client's processes, in the Program or in the law, unless the Client is using the care service under Part II within its scope, or instructs the update as new work.
8.7 Statutory warranty. To the extent the Polish statutory warranty for defects (rekojmia) would apply to the Deliverables, the Parties exclude it under article 558 § 1 of the Polish Civil Code. This does not limit the Client's rights under clauses 8.2 to 8.4, nor CXLABS's liability under clause 11.
9. Intellectual property
9.1 Configuration in the Client Environment. Configuration performed in the Client Environment, including board structures, columns, views, permissions, automations, dashboards, forms and AI feature settings, remains in the Client Environment, and the Client uses it without restriction on the part of CXLABS, within the terms of the platform provider. Data in the Client Environment is and remains the Client's data.
9.2 License to Deliverables that are works of authorship. Upon payment of the fee for the Order under which they were created, CXLABS grants the Client a non-exclusive license to the Deliverables that constitute works of authorship, including integration code and scripts, project documentation, scopes of work, registers, reports, training materials, AI agent configurations and prompts prepared for the Client. The license is unlimited in time and territory, covers use within the business of the Client and of the companies in its group, and covers the following forms of exploitation: fixing and reproduction by any technique; entry into computer memory and networks; modification and creation of derivative works and use of those derivative works; and making the Deliverables available to the Client's employees, contractors and suppliers for the purpose of operating and developing the Client Environment and the Program. The license includes the right to grant sub-licenses within that scope. The fee for the license is included in the fee for the Order.
9.3 Assignment on request. At the Client's request, CXLABS will assign to the Client the economic copyright in the Deliverables referred to in clause 9.2, at no additional fee, under a separate instrument signed by the Parties in written form or in electronic form with a qualified electronic signature, as required by article 53 of the Polish Act on Copyright and Related Rights. The assignment does not extend to CXLABS Materials.
9.4 CXLABS Materials. CXLABS Materials remain the property of CXLABS. To the extent CXLABS Materials are incorporated in the Deliverables or are necessary to use them, the Client receives a non-exclusive license, unlimited in time and territory, to use them as part of the Deliverables and for the purposes of the Client Environment and the Program, in the forms of exploitation set out in clause 9.2. The Client is not entitled to extract CXLABS Materials from the Deliverables for separate distribution or resale.
9.5 Knowledge and experience. Nothing in these Terms restricts CXLABS in using the general knowledge, skills and experience of its Personnel, or in producing similar configurations, methodologies or governance models for other clients, provided that Confidential Information is not disclosed.
9.6 Client materials. The Client grants CXLABS a non-exclusive license, for the term of the Order and for the purpose of performing it, to use the brand guidelines, drawings, photographs, asset registers and other materials it supplies, including the right to have Works Contractors and suppliers use them for the purposes of the Program. The Client warrants that it is entitled to grant that license.
9.7 Third party platforms and components. Rights in monday.com, marketplace applications, connectors, templates and other components made available by their providers belong to those providers and are subject to their terms. CXLABS grants no rights in them. Where the work requires a tool for which the Client will bear a fee or which imposes obligations on the Client beyond the monday.com terms, CXLABS informs the Client before using it and uses only tools the Client has approved.
9.8 Open source. Where CXLABS uses open source components in integration code or scripts, it identifies those components and their licenses to the Client and selects them so that they do not oblige the Client to disclose its own code or to pay a fee.
9.9 Non-infringement. CXLABS represents that the Deliverables produced by its Personnel will not infringe the copyright of third parties. Where a third party brings a claim on that basis, CXLABS will, at its option and at its cost, secure for the Client the right to continue using the item concerned, modify it, or replace it with an item of equivalent function, or, where none of these is possible, refund the fee paid for that item. This does not apply to claims arising from Client materials, data or instructions, from changes made by the Client or third parties, or from provider components referred to in clause 9.7.
10. Data protection
10.1 Independent controllers. Each Party processes the personal data of the other Party's contact persons, being representatives, the Coordinator and Personnel, as an independent controller, for the purpose of concluding and performing the Order. Information on processing by CXLABS is available in its privacy policy.
10.2 Processing on the Client's behalf. In performing the Services, CXLABS may have access to personal data for which the Client is the controller, including data in the Client Environment and personal data of the Client's employees, Works Contractor staff and site contacts contained in project documentation and registers. In that respect CXLABS processes the data as a processor, only on the Client's documented instructions, being the Order and the ongoing agreements in the working channel, for the purpose and duration of the Order, under confidentiality and with appropriate technical and organizational measures.
10.3 Data processing agreement. The detailed terms of that processing are set out in the CXLABS Standard Data Processing Agreement, published as the Annex to these Terms, which becomes part of the Order when the Order is concluded, unless the Parties have concluded a separate data processing agreement. Where the Client's own data processing agreement applies, it prevails to the extent it covers the same subject matter.
10.4 Minimization. The Client grants CXLABS access only to those areas of the Client Environment and to those data sets that are necessary for the work, and uses test data for configuration work where practicable.
11. Liability
11.1 Basis. CXLABS is liable for non-performance or improper performance of the Services caused by a failure to exercise due care, on the basis of fault, taking into account the Client's own contribution.
11.2 Cap. CXLABS's aggregate liability under an Order is limited to the net fees paid by the Client under that Order. Under Time and Materials, and under any monthly recurring service, liability is limited to the net fees paid for the calendar month in which the work giving rise to the loss was performed.
11.3 Excluded heads of loss. Neither Party is liable to the other for loss of profit or indirect or consequential loss, including loss of revenue, loss of contracts, loss of goodwill, loss of anticipated savings, loss of data not backed up by the Client, or costs of business interruption or standstill.
11.4 Matters outside CXLABS's control. CXLABS is not liable for loss arising from: the operation, unavailability, or change of monday.com or third-party tools; Client data, materials, drawings, guidelines or instructions; changes in the Client Environment or in the Program made by persons other than Personnel; a failure by the Client to cooperate under clause 7.3; the output of AI features under clause 17; the performance, delay, defect, cost overrun or insolvency of a Works Contractor, supplier, landlord or authority not engaged by CXLABS in its own name; permit and consent lead times; or the Client's use of the Deliverables and the decisions it takes on that basis, unless the loss results from a failure by CXLABS to exercise due care.
11.5 The Works. CXLABS does not perform the Works and does not assume the liability of a contractor for them. Clause 21 sets out how liability is allocated in Service Line B.
11.6 Claims against individuals. The Client directs claims connected with an Order to CXLABS only, and not to the members of its governing bodies, its affiliates or its Personnel. This does not limit the liability of CXLABS itself.
11.7 Wilful misconduct and mandatory law. The limitations in this clause do not apply to loss caused wilfully, nor to any liability that cannot be limited or excluded as a matter of applicable law, including liability for death or personal injury caused by negligence and liability for fraud.
11.8 Insurance. CXLABS maintains professional indemnity insurance and general third-party liability insurance covering the Services, and provides a certificate of insurance on request. Insurance covers the Services and does not cover the Works. The existence of that insurance does not extend the liability cap in clause 11.2.
11.9 Scope of the limitations. The limitations and exclusions in this clause apply to all bases of liability, contractual and non-contractual, to the fullest extent permitted by law.
12. Force majeure
12.1 Neither Party is liable for a delay or failure in performance caused by an event beyond its reasonable control that it could not have foreseen or prevented, including natural disaster, severe weather, fire, flood, epidemic, war, civil unrest, act of a public authority, general strike, embargo or sanctions, general failure of the monday.com platform or of telecommunications, failure of a supplier of goods necessary for the Program, customs hold, and denial of access to a site for reasons not attributable to that Party.
12.2 Timelines affected by such an event are extended by the duration of the event. The affected Party informs the other promptly, describes the effect on the Services, and takes reasonable steps to limit it. Where the event continues for more than 60 days, either Party may terminate the affected Order In Writing, with settlement for work performed up to the date of termination.
13. Confidentiality, references and non-solicitation
13.1 Confidentiality. Each Party keeps the other Party's Confidential Information confidential, in particular information on processes, clients, finances, the Program, the configuration of the Client Environment, and CXLABS Materials, methodologies and commercial terms. The obligation applies during the engagement and for 3 years after the last Order ends.
13.2 Exceptions. The obligation does not apply to information that is publicly available, was known to the receiving Party before disclosure, or was obtained independently or from a third party not bound by confidentiality, nor to disclosure required by a competent authority to the extent required, nor to disclosure to a Party's legal and financial advisors bound by professional secrecy, nor to Personnel, subcontractors, Works Contractors and suppliers to the extent necessary to perform the Order, provided they are bound by confidentiality.
13.3 Tools. Using business grade tools in performing the Order, including email, messaging, cloud storage, monday.com, and time and ticket recording tools, does not constitute a breach of confidentiality.
13.4 Non-disclosure agreements. Where the Parties have concluded a non-disclosure agreement, its provisions prevail over this clause to the extent it covers the same subject matter, including as to liquidated damages and non-solicitation.
13.5 References. CXLABS may identify the Client as its client and use the Client's name and logo in materials describing CXLABS's experience, including its website, quotations and social media, without disclosing Confidential Information and without prejudice to the Client's reputation. The Client may object In Writing at any time, and CXLABS then stops further use of the name and logo within 14 days. Publishing a case study requires the Client's approval.
13.6 Non-solicitation. During the performance of Orders and for 24 months after the last of them ends, neither Party will, directly or through third parties, employ or otherwise engage individuals who took part in performing the Orders on the other Party's side, or induce them to end their engagement with that Party. This does not apply to an individual who responded independently to a generally available job advertisement. A breach gives rise to liability in damages on general principles; these Terms do not stipulate liquidated damages on that account.
14. Compliance
14.1 Each Party complies with the applicable anti-bribery, anti-money laundering, competition, export control and sanctions laws in performing an Order, and does not offer or accept any improper advantage in connection with it.
14.2 Neither Party is required to perform an Order where performance would breach sanctions or export control rules applicable to it. Where that occurs, the affected Party informs the other promptly and the Parties agree how to proceed.
14.3 CXLABS complies with the Client's site rules, security policies and code of conduct that have been made available to it In Writing, to the extent they are consistent with these Terms and with the law applicable to CXLABS.
15. Term, termination and final provisions
15.1 Term. An Order under Time and Materials continues until the instructed tasks are completed. Either Party may end it at any time In Writing, and the Client pays for the time worked up to that point and for costs irreversibly committed with its authorization. An Order under a Fixed Fee continues until the agreed scope is delivered.
15.2 Termination for cause by CXLABS. CXLABS may terminate an Order with immediate effect where the Client: is in arrears for more than 14 days after a reminder In Writing; breaches these Terms materially and does not remedy the breach within 5 Business Days of notice; or requires CXLABS to act contrary to the law or to the terms of a platform provider. The Client retains its rights to Deliverables paid for up to the date of termination.
15.3 Termination for cause by the Client. The Client may terminate an Order with immediate effect in the event of a material breach of these Terms by CXLABS that is not remedied within 10 Business Days of notice In Writing, with settlement under clause 15.1.
15.4 Termination of a Fixed Fee engagement by the Client for convenience. Where the Client terminates a Fixed Fee Order for convenience, it pays for the work performed up to the date of termination, valued at the rates stated in the Quotation or, absent rates, in proportion to the progress reported, together with costs irreversibly committed with its authorization.
15.5 Consequences of termination. Termination does not release the Client from paying for Services performed up to the date it takes effect. At the Client's request, CXLABS hands over, within 10 Business Days, the documentation, registers and materials produced outside the Client Environment, in the state as at the date of termination, and the information necessary to continue operating the Client Environment and the Program. Handover activity beyond that is work billed under these Terms. Clauses 9, 10, 11, 13 and 15 survive termination.
15.6 Changes to these Terms. CXLABS may change these Terms by publishing a new version with a date of entry into force. The new version applies to Orders concluded after that date. Orders in progress remain subject to the version in force on the date they were concluded, and CXLABS makes that version available on request. For a recurring monthly service, a new version applies from the first renewal falling more than 30 days after the Client was informed, and the Client may terminate the service before that date.
15.7 Individual agreement. A Client whose internal requirements so demand may ask to conclude an individual services agreement. Until it is concluded, these Terms apply. After it is concluded, these Terms apply to matters it does not regulate, unless it provides otherwise.
15.8 Assignment. Transfer of rights and obligations under an Order to a third party requires the other Party's consent In Writing, except for a transfer to a company within a Party's group and except for the assignment of CXLABS's monetary receivables.
15.9 Governing law and jurisdiction. These Terms and the Orders concluded under them are governed by the law of the Republic of Poland. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Parties will attempt to resolve disputes amicably; failing agreement within 30 days, disputes are subject to the exclusive jurisdiction of the common court having jurisdiction over the registered office of CXLABS in Torun, Poland.
15.10 Language. These Terms are made in English, and the English version is binding for Orders concluded under them. Where CXLABS also publishes a translation, the translation is provided for information only.
15.11 Severability. The invalidity or ineffectiveness of a single provision does not affect the remainder; in its place the provision closest to the economic purpose of the invalid provision applies.
15.12 Website content. Content published on the CXLABS website, including service descriptions and price indications, is provided for information and does not constitute an offer within the meaning of article 66 of the Polish Civil Code. Binding terms follow from the Quotation, the Order and these Terms.
15.13 Contact. For Orders and these Terms: hello@cxlabs.digital. For service tickets: help@cxlabs.digital.
Part II. Service Line A. monday.com configuration, support and care
16. Scope of Service Line A
16.1 What the service is. CXLABS configures the Client Environment on the basis of the Client's processes and needs. The work may include: architecture of workspaces, boards and permissions; automations and integrations with the tools the Client uses; dashboards and reporting; configuration of the AI features available in monday.com, including AI Blocks, agents and AI workflows; templates and standardization of work; training and onboarding of the Client's team; advice on using the platform; and optimization and remedial work in an existing configuration.
16.2 Configuration for the Program. Where an Order covers both service lines, the Client Environment is normally the platform on which the Program is run: the project boards, registers, approval flows, budget tracking, dashboards and reporting used in Service Line B. Configuration of that environment is Service Line A work; running the Program on it is Service Line B work. Both are recorded in the same Time Record and invoiced together.
16.3 What Service Line A does not include. Unless the Order provides otherwise, Service Line A does not include: sale or settlement of monday.com or third-party licenses; development of software outside the Client Environment other than the scripts and integrations necessary for the configuration; data migration beyond the scope agreed in the Order; ongoing monitoring and maintenance of the Client Environment after the Order ends, which is the subject of the care service under clause 18; or the secondment of Personnel to work under the Client's direction.
16.4 Licenses. Where CXLABS acts as an intermediary in the purchase of monday.com licenses or third-party tools, the terms of that purchase are set out in a separate Quotation. The cost of licenses is never included in a Fixed Fee or in a rate.
17. Third party platforms and AI features
17.1 monday.com is a third-party platform. CXLABS is a monday.com implementation partner and not the producer or supplier of the platform. The Client uses monday.com under its own license agreement with the provider or its reseller, on that provider's terms. CXLABS is not responsible for the operation, availability, changes in features, limits, pricing or licensing policy of monday.com or of the third-party tools connected to the Client Environment. Where the provider changes or withdraws a feature on which the configuration relies, adapting the configuration is new work billed under these Terms.
17.2 Work in the Client Environment. CXLABS works on the accounts and permissions made available by the Client, in the Client Environment, which remains under the Client's control. The Client is responsible for permission management, for backing up data to the extent the platform allows, and for changes made in the Client Environment by persons other than Personnel. Where agreed, CXLABS may build a configuration in a test environment before moving it to production; that work is recorded as time.
17.3 AI features and AI agents. In configuring AI features in monday.com or in third-party tools, including AI agents used to run and report on the Program, CXLABS is responsible for the correctness of the configuration against the provider's documentation and against what has been agreed with the Client. CXLABS is not responsible for the content of the output generated by AI models, for its suitability in every use case, or for the decisions the Client takes on that basis. Output produced by AI agents in reports, registers and dashboards is decision support and does not replace the Client's own review. The Client decides what data is made available to AI features and is responsible for the compliance of that decision with the law and with the agreements binding on it.
18. Care service
18.1 What the care service is. Where the Order provides for it, CXLABS provides a recurring monthly care service for the Client Environment. The Client pays for the availability of Personnel and for readiness to respond within the agreed time, and not for a number of tickets or for time actually worked. The fee does not depend on how many tickets the Client raised in a given month and is not refunded or reduced where there were few tickets or none.
18.2 Scope. Under the care service CXLABS: operates first line support for the Client's team on the day to day use of the Client Environment; provides a first substantive response to a ticket within the time stated in the Order, counted on Business Days; runs the ticket to resolution or to escalation to the platform provider; raises tickets with monday.com on the Client's behalf where resolution requires action by the platform and runs the matter until a response is obtained; informs the Client of outages, incidents and platform updates affecting the Client Environment; corrects settings of boards, columns, groups, views and workflows where the correction is required by a platform failure, an error in the existing configuration, a monday.com update or a defect in a working solution; diagnoses and where possible repairs errors in automations and integrations configured by CXLABS, and performs initial diagnosis for those configured by the Client or by third parties; adapts the configuration to the extent necessary to keep it working after platform updates; and holds a monthly online meeting with the Coordinator covering a summary of tickets, a review of automations and integrations, an assessment of the license plan, and development recommendations.
18.3 What the care service does not include. The care service is not a development, extension or rebuild service. Outside its scope are: building new boards, workflows, automations, integrations, dashboards and AI features, and optimizing or refactoring existing ones; rebuilds not related to a failure or a platform update; third-party applications and integrations that CXLABS did not install or configure; adaptations arising from changes in the Client's internal processes; training, workshops and user documentation; and monday.com and third-party licenses. Recommendations made at the monthly meeting do not automatically fall within the scope. Where a ticket turns out to be work outside the scope, CXLABS informs the Client before starting it and proposes to carry it out under Time and Materials.
18.4 Channels and hours. Tickets are accepted only through the ticket form made available by CXLABS or at help@cxlabs.digital. Each ticket receives a number and a history. Tickets may be raised by any person using an email address in the Client's domain; decisions requiring authorization, including approval of work outside the scope, are taken by the Coordinator. The service operates on Business Days within the hours stated in the Order. A ticket raised outside those hours is treated as raised at the start of the next Business Day.
18.5 Response time and resolution time. CXLABS's commitment concerns the response time. Resolution time depends on the complexity of the matter, on the need to escalate to monday.com and on the Client's cooperation, and is not the subject of a time commitment. The response time does not apply to tickets raised through a channel other than those in clause 18.4, tickets outside the scope of the care service, tickets requiring access the Client has not granted, or periods of force majeure.
18.6 Service account. The Client grants CXLABS access to the Client Environment through one dedicated service account with administrator permissions. CXLABS arranges that account so that it does not consume the Client's license plan. When the care service ends, the Client withdraws that account's access.
18.7 Fee review. Where, for two consecutive months, the time spent handling tickets arising from factors on the Client's side exceeds the level assumed for the fee by at least 50% in a month, CXLABS may propose a new fee with at least 30 days' notice In Writing. Factors on the Client's side include growth in the number of users, changes in processes or structure, and greater intensity of use. Time arising from platform failures, incidents and updates, from force majeure, or from other events outside the Client's control is not counted. The Client may accept or reject the proposal; on rejection, either Party may end the care service on one month's notice with effect at the end of a calendar month.
18.8 Payment and term. The care service is payable in advance for each month, on the basis stated in the Order. The service in a given month is provided on condition of payment. The care service continues for an indefinite term, with no minimum period, and renews monthly. Either Party may end it at any time In Writing with effect at the end of the paid month. The fee for the current month is not refunded, except where the Client terminates for a reason attributable to CXLABS under clause 15.3, in which case CXLABS refunds the fee in proportion to the days remaining in the month. When the service ends, CXLABS hands over the ticket history and the information necessary to continue operating the Client Environment within 14 days.
Part III. Service Line B. Project management and brand implementation coordination
19. What Service Line B is
19.1 The service. CXLABS manages and coordinates the Program end to end, as the Client's project management office. Brand implementation, brand rollout and brand management programs are managed as projects; nothing in these Terms makes the subject matter of the Program a separate category of service. The same principle applies to any other program the Order identifies.
19.2 Turnkey means managed end to end, not performed. Where a Quotation describes the service as turnkey or end to end, that means CXLABS manages the Program through all its stages, from setup to close-out. It does not mean that CXLABS performs the Works, or that CXLABS assumes the liability of a contractor, designer, installer or works supervisor for them. Clause 21 states this exclusion in full.
19.3 The two positions CXLABS can hold. Clause 2.3 applies. In Service Line B, CXLABS typically acts either as the project management office engaged directly by the organization whose brand or estate is being changed, or as the back office project management function for a lead agency or prime contractor that holds the client relationship and the works contracts. The Order states which. The scope in clause 20 is the same in both positions; what differs is who CXLABS reports to, who holds the works contracts, and who takes the decisions.
19.4 The platform. The Program is run on the Client Environment. Where the Client does not have a suitable environment, configuring one is Service Line A work and is quoted with the Order.
20. Scope of Service Line B
20.1 The Services under Service Line B may include, as stated in the Order:
a. Program setup and governance. Setup workshops; the governance and escalation model; roles, responsibilities and decision rights; the reporting cadence; the project plan and its baseline; the risk register; and the configuration of the Program on the Client Environment.
b. Discovery and audit coordination. Planning the audit of sites, assets, fleet or touchpoints; selecting, briefing and coordinating the parties that carry out the audits, including technical audits requiring specialist equipment or certification; setting the audit standard and templates; and consolidating and quality checking the audit output into one register.
c. Project documentation. Preparation and maintenance of the documentation the Program runs on: registers of locations, assets and touchpoints; the visual inventory and its as-is and to-be records; specifications and briefs for production and installation; approval packs; permit files; and the documentation library and its version control.
d. Scope of work. Development of the scope of work per location, asset or work package, on the basis of the audit output, the Client's guidelines and the technical input of the Works Contractors, and maintenance of the scope as it changes.
e. Approval flows. Design, operation and administration of the approval flow: routing packs to the Client's stakeholders, landlords and other approvers, tracking the status of each approval, chasing outstanding approvals, and recording the decisions.
f. Budget coordination, tracking and reporting. Building the budget framework and the cost breakdown per location and work package; collecting and normalizing quotations from Works Contractors and suppliers; refining the budget after the audit; tracking committed, invoiced and forecast cost against the approved budget; identifying and escalating variances; and reporting the position.
g. Progress coordination, tracking and reporting. Coordinating the sequence of work across locations, countries and Works Contractors; tracking progress and milestone status against the baseline plan; identifying and escalating delays and their causes; maintaining the risk and issue registers; and producing the periodic and ad hoc reports and dashboards the Order provides for.
h. Order placement and tracking. Preparing orders to Works Contractors and suppliers, placing them where the Order authorizes CXLABS to do so under clause 2.5, and tracking them through production, delivery and installation.
i. Permit and consent coordination. Checking, per location, which elements require an authority permit or a landlord consent; preparing or coordinating the application file; and tracking the applications. Clause 21.5 applies.
j. Sign-off and close-out. Administering the sign-off of completed locations and work packages against the agreed scope and documentation; maintaining the snag and completion registers; assembling the as-built record; and the close-out report and lessons learned.
k. Rollout toolkit and scaling. Where the Order provides for it, packaging the Program's standards, templates, approval flows and platform configuration into a reusable toolkit, so that further phases, markets or networks such as dealer or distributor networks can be run to the same standard.
20.2 What CXLABS is responsible for in tracking. CXLABS is responsible for maintaining the tracking of progress and budget with due care, on the basis of the data available to it, and for identifying, escalating and reporting deviations from the plan and the budget to the Client without undue delay. CXLABS relies on the data supplied by the Client, the Works Contractors, suppliers, auditors, landlords and authorities, and does not warrant the accuracy of that data. Tracking a deviation is not a warranty that it will be avoided or corrected: whether the Program is delivered on time and on budget depends on the performance of the parties that carry out the Works and on the Client's decisions.
20.3 Decision rights stay with the Client. CXLABS prepares decisions, states its recommendation and records what was decided. Decisions on scope, budget, approval, selection of Works Contractors, acceptance of the Works and go-live remain with the Client or, where CXLABS acts as a subcontractor, with the Client and its own client. Where the Client decides against a CXLABS recommendation, CXLABS records that fact and is not liable for the consequences of that decision.
20.4 Selection of Works Contractors. Where the Order provides for CXLABS to run a selection or tender process, CXLABS prepares the request, collects and compares the offers and states its recommendation with due care. The decision is the Client's. Where CXLABS proposes a Works Contractor from its own partner network, it says so, and clauses 7.6 to 7.8 and 21.4 govern the resulting allocation of responsibility.
21. What Service Line B does not include
21.1 The Works. CXLABS does not perform the Works. CXLABS is not a contractor, subcontractor, designer of record, installer, fabricator or supplier of goods in the Program, and does not assume the liability of any of them, irrespective of the fact that it coordinates them.
21.2 On-site technical and construction supervision. CXLABS does not act as construction supervisor, site manager, site engineer, inspector of works or holder of any equivalent statutory function, and does not certify the technical or structural correctness, load bearing capacity, electrical safety or code compliance of the Works or of the structures they are fixed to. Where the Program requires such a function, the Client appoints a qualified party. CXLABS coordinates that party and consolidates its output.
21.3 Health and safety, working at height and regulated trades. Personnel do not perform physical work and do not hold, and are not required to hold, certification for working at height, for electrical or mechanical work, for machinery or access equipment operation, or for any other regulated trade. Site attendance by Personnel is limited to inspection and coordination from safe, generally accessible areas. Responsibility for site safety, access, method statements, risk assessments, permits to work, safety equipment and compliance with health and safety law rests with the Client and with the Works Contractor performing the work at the site concerned. Where Personnel are required to attend a site, the Client ensures that they are given safe access and the applicable site induction, and that they are not asked to enter an area or perform an activity for which they are not equipped or certified.
21.4 Performance of third parties. CXLABS is not liable for the performance, delay, defect, cost overrun, insolvency or conduct of a Works Contractor, supplier, auditor, landlord or authority that CXLABS has not engaged in its own name. Where CXLABS has engaged a party in its own name, clause 7.8 applies and CXLABS's liability remains subject to clause 11.2.
21.5 Permits, consents and official fees. CXLABS checks which elements require an authority permit or a landlord consent and prepares or coordinates the application, but does not obtain permits or consents and does not warrant that they will be granted or granted within a given period. Official fees, landlord charges, surveys and drawings required by an authority, and the cost of any legal representation are borne by the Client unless the Order provides otherwise. Where CXLABS pays such a cost with the Client's approval, it is reimbursed under clauses 6.7 to 6.9. Where the Client's own facilities, legal or real estate function is responsible for permits and consents, CXLABS coordinates with that function and reports the status.
21.6 Creative authorship and brand guidelines. Unless the Order provides otherwise, CXLABS does not author the Client's brand identity or brand guidelines. CXLABS applies and operationalises the guidelines the Client supplies, and reports where a guideline is ambiguous, incomplete or not implementable in a given physical context. Design for production, including production drawings and specifications, is prepared by the Works Contractor or by the design party the Client appoints; CXLABS coordinates it and checks it against the documentation and the guidelines, and that check is not a substitute for the author's own technical responsibility.
21.7 Payments to third parties. CXLABS does not act as paying agent and does not hold Client funds. Invoices from Works Contractors and suppliers are addressed to and paid by the Client, unless the Order expressly provides otherwise. Where the Order provides for CXLABS to procure Works or goods in its own name, the commercial terms of that procurement, including any handling fee and the payment mechanics, are stated in the Quotation, and the recharge is made under clauses 6.7 to 6.9.
21.8 Insurance of the Works. Insurance of the Works, of the sites, of the goods in transit and of the Client's property is arranged by the Client or by the Works Contractor. CXLABS insurance under clause 11.8 covers the Services and does not cover the Works.
22. Reporting and meetings
22.1 CXLABS reports on progress, budget, risks and issues in the form and at the cadence stated in the Order, drawing on the Program's registers and dashboards on the Client Environment. Where the Order provides for live dashboards, the dashboard is the primary reporting artefact and the periodic report is a summary of it.
22.2 Reports reflect the data available to CXLABS at the time of reporting. Where a report relies on data that has not been supplied or verified, CXLABS marks it as such.
22.3 CXLABS attends the governance meetings stated in the Order and, where the Order provides for it, chairs them and issues the minutes and the decision log. Attendance at meetings called by the Client outside the agreed cadence is recorded as time under clause 4.3.
23. Multi-country programs
23.1 Where the Program spans several countries, CXLABS runs one central standard, one approval flow and one reporting model, and coordinates local execution through the Works Contractors engaged for each country.
23.2 CXLABS is not responsible for the local law, tax, permit or employment requirements applicable to the Works in any country, or for the licenses, certifications and registrations of the Works Contractors. CXLABS collects the confirmations the Order provides for and reports what it has and has not obtained.
23.3 Where a country requires documentation, notices or reporting in the local language, the Parties agree in the Order who provides the translation and who bears its cost. CXLABS works in English and Polish unless otherwise agreed.
Annex. CXLABS Standard Data Processing Agreement
Version 9.26. Effective from September 1, 2026. Published together with these Terms at https://www.cxlabs.digital/terms-of-service.
Why this document exists
Configuring your monday.com environment gives us administrator access to it, and therefore to the personal data of your employees, clients and business partners that you process there. Running a project or a brand implementation program for you means we also handle personal data in the project documentation: your stakeholders and approvers, the staff of your works contractors, suppliers and auditors, site and landlord contacts, and the people named in registers, orders and approval records. You are the controller of that data. We act on your instructions as a processor. Article 28 GDPR requires that relationship to be governed by a contract. This document is that contract. It becomes part of every Order concluded under the Terms, unless we have concluded a separate data processing agreement with you.
In this Agreement, a reference to a numbered clause is a reference to this Agreement; references to the Terms, being the CXLABS General Terms of Service, are marked as such. Capitalized terms not defined here have the meaning given in the Terms.
1. Definitions and conclusion
1.1 Definitions. "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. "Controller" means the Client. "Processor" means CXLABS. "Data" means the personal data described in clause 3. "Terms" means the CXLABS General Terms of Service, of which this Agreement is the Annex.
1.2 Conclusion. This Agreement is concluded when an Order is concluded under clause 3 of the Terms, for the duration of that Order, in electronic form as permitted by article 28(9) GDPR. It may also be signed separately where the Controller requires it; the content is the same.
1.3 Separate agreement. Where the Parties have concluded a separate signed data processing agreement, that agreement prevails over this Agreement to the extent it covers the same subject matter.
2. Subject matter, nature and purpose of the processing
2.1 Purpose. The Controller entrusts the Processor with processing the Data only for the purpose and to the extent necessary to perform the Services stated in the Order: configuration, support, care and training in respect of the Client Environment under Service Line A, and management and coordination of the Program under Service Line B.
2.2 Service Line A. The processing consists of access to the Data in the Client Environment and the operations performed on it as part of configuration: viewing, organizing, migrating between boards, testing automations and integrations, and diagnosing tickets. The Processor does not copy the Data outside the Client Environment unless it is necessary for a specific task, for example importing data from a file supplied by the Controller, and in that case deletes the copy when the task is complete.
2.3 Service Line B. The processing consists of collecting, recording, organizing and using contact and role data in the documentation the Services produce: registers of locations, assets and contacts; audit records; approval packs and records of approvals given; orders to works contractors and suppliers; progress, budget and risk registers; reports and dashboards; and correspondence in the working channel. Where that documentation is maintained in the Client Environment, clause 2.2 applies to it. Where it is maintained in the Processor's own monday.com instance, clause 5 applies.
2.4 Documented instructions. The Processor processes the Data only on the documented instructions of the Controller. The Order and the ongoing agreements with the Coordinator in the working channel (clause 7.9 of the Terms) constitute those instructions. Where the Processor considers that an instruction infringes the GDPR or other applicable law, it informs the Controller without delay and may suspend performance of that instruction until the matter is resolved.
2.5 No independent use. The Processor does not use the Data for its own purposes, does not combine it with data from other sources, and does not use it to train or improve any model or tool.
3. Categories of data subjects and types of Data
3.1 Categories of data subjects. The Controller's employees and contractors; its clients and prospective clients; its business partners and their representatives; the staff and representatives of works contractors, suppliers, auditors, landlords and authorities involved in the Program; and any other individuals whose data the Controller has entered into the Client Environment or supplied for the Program.
3.2 Types of Data. Identification and contact data, being name, job title, email address, telephone number and company; data relating to the business relationship, being contact history, tasks, statuses, notes and documents attached to board items; data relating to a person's role in the Program, being site or work package responsibility, approval authority, decisions recorded and sign-off records; and data on user activity in the Client Environment. The actual scope follows from what the Controller processes in its environment and supplies for the Program.
3.3 Special categories. The Controller does not entrust special categories of data (article 9 GDPR) or data relating to criminal convictions and offenses (article 10 GDPR). Where such data is present in the Client Environment or in the materials supplied, the Controller informs the Processor before granting access, and the Parties agree additional measures or exclude the relevant areas from access. Where an area containing such data has to be configured, the Processor uses test data where practicable (clause 10.4 of the Terms).
3.4 Site and safety documentation. Health and safety documentation, method statements, personnel certifications and site access records relating to the Works are held by the Controller and by the works contractor for the site concerned. The Processor collects and records only the confirmations the Order provides for, and does not hold the underlying documentation unless the Order expressly provides otherwise.
4. Obligations of the Processor
The Processor:
4.1 processes the Data only for the purpose and to the extent set out in clause 2, for the duration of the Order;
4.2 ensures that Personnel with access to the Data are bound to keep it confidential by contract or by law, have been trained in data protection, and have access only to the areas necessary to perform their task;
4.3 applies technical and organizational measures appropriate to the risk (article 32 GDPR), in particular: two-factor authentication on accounts with access to the Client Environment; named Personnel accounts, or one dedicated service account assigned to help@cxlabs.digital, with no password sharing; encrypted connections; use of the Data only in the Client Environment and in the Processor's own monday.com instance; the minimization principle when raising tickets and preparing documentation, so that no personal data is copied into ticket content beyond what is necessary to identify the problem, and no personal data enters project documentation beyond the role and contact details the coordination requires; and deletion of working files when a task is complete;
4.4 assists the Controller, to the extent of its access to the Data and the technical capabilities of the Client Environment, in responding to requests from data subjects (articles 12 to 22 GDPR) and in complying with articles 32 to 36 GDPR, being security, breach notification and impact assessment. Assistance going beyond the ongoing performance of the Order is billed at the rates stated in the Quotation;
4.5 notifies the Controller of every personal data breach it becomes aware of without undue delay and no later than 48 hours after becoming aware of it, by email to the Coordinator, stating the information known about the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken. Information not available at the time of notification is supplied as it becomes available;
4.6 maintains a record of the categories of processing activities carried out on behalf of the Controller (article 30(2) GDPR), where it is required to do so;
4.7 makes available to the Controller the information necessary to demonstrate compliance with article 28 GDPR, and allows audits on the terms of clause 6.
5. Sub-processing
5.1 General authorization, limited to one sub-processor. The Controller gives its general authorization to the Processor's use of the sub-processor identified in clause 5.2. Any other sub-processor requires the Controller's prior authorization under clause 5.4.
5.2 The only sub-processor. The Processor uses one sub-processor: monday.com Ltd. and the companies in its group, as the provider of the platform on which the Processor's own monday.com instance runs. That instance is used to run tickets, the Time Record, and the documentation of the Order and of the Program. The Processor uses no other tool or service to process the Data.
5.3 Specialists do not receive the Data by default. Where the Services require a specialist that the Processor does not perform itself, in particular a technical auditor, surveyor, local coordinator or translator engaged under clauses 7.6 to 7.8 of the Terms, the Processor briefs and coordinates that specialist without disclosing the Data to it, so that no sub-processing arises. Where the Controller engages the specialist directly, the specialist is the Controller's own processor and not a sub-processor of the Processor, and the Processor only coordinates it.
5.4 Prior authorization where a specialist has to receive the Data. Where a specialist engaged by the Processor in its own name cannot perform its task without receiving the Data, the Processor requests the Controller's authorization In Writing before disclosing it, identifying the specialist, its country of establishment, the categories of Data concerned and the purpose. Once authorized, the specialist becomes a sub-processor: the Processor imposes on it, by contract, data protection obligations no less onerous than those in this Agreement, and remains liable to the Controller for its acts as for its own. The Processor maintains the current list of sub-processors and makes it available on request at hello@cxlabs.digital.
5.5 The platform of the Client Environment. The Client Environment runs on the monday.com platform under an agreement between the Controller and monday.com. In that respect monday.com is the Controller's own processor and not a sub-processor of the Processor, and the Processor uses it only through the accounts made available by the Controller.
5.6 Changing the sub-processor in clause 5.2. The Processor informs the Controller In Writing at least 14 days before replacing the sub-processor identified in clause 5.2 or adding another sub-processor under the general authorization. The Controller may raise a reasoned objection within that period. Where an objection is raised, the Parties look for a solution; failing one, either Party may terminate the Order in the part affected by the objection, with settlement for the work performed.
6. Audit
6.1 Right of audit. The Controller may, once per calendar year and additionally after a confirmed personal data breach, audit the compliance of the processing with this Agreement, itself or through an authorized auditor bound by confidentiality who is not a competitor of the Processor.
6.2 Conduct of the audit. An audit is announced In Writing at least 14 days in advance, takes place on Business Days during working hours, does not disrupt the Processor's operations, and does not extend to the data of other CXLABS clients. The Parties use the documentary route first, being a questionnaire, documentation and written confirmations; an on-site inspection or a remote session takes place where the documentary route is not sufficient.
6.3 Costs. Each Party bears its own costs of an audit. Personnel time spent on audits in excess of 4 hours per year is billed at the rates stated in the Quotation, except for an audit following a breach for which the Processor is responsible.
7. Transfers outside the EEA
7.1 Where the Processor processes. The Processor processes the Data within the European Economic Area.
7.2 Sub-processors. Where a sub-processor referred to in clause 5.2 or 5.3 processes the Data outside the EEA, that transfer takes place on the basis of a European Commission adequacy decision or of the standard contractual clauses adopted by the Commission, in accordance with Chapter V GDPR, on the terms set out in that provider's data protection documentation.
7.3 Programs outside the EEA. Where the Program covers countries outside the EEA and the Controller instructs the Processor to share the Data with a works contractor, supplier or authority in such a country, the Controller is responsible for the transfer mechanism applicable to that disclosure, unless the Order expressly provides otherwise. The Processor informs the Controller before making such a disclosure.
8. End of processing
8.1 On termination. When an Order ends, the Processor stops processing the Data. The Controller withdraws the access of Personnel and of the service account to the Client Environment (clause 18.6 of the Terms). On request, the Processor confirms that it holds no Data outside the Client Environment.
8.2 Copies in the Processor's own instance. Copies of the Data held in the Processor's own monday.com instance, being ticket content, attachments, registers and project documentation, are deleted by the Processor within 30 days of the end of the Order or, at the Controller's request made within that period, returned in the platform's export format and then deleted. The Processor may retain only data whose retention is required by law, or which is necessary to demonstrate proper performance of the Order and to defend against claims, for the limitation period applicable to those claims, under confidentiality.
8.3 Handover documentation. Where the Controller requests the handover of documentation under clause 15.5 of the Terms, the handover takes place before deletion under clause 8.2 and the deletion period runs from the handover.
8.4 Backups. Backups created automatically by the platform provider are deleted in accordance with its retention cycle.
9. Liability
9.1 Each Party is liable for damage caused by processing that infringes the GDPR, in accordance with article 82 GDPR.
9.2 Between the Parties, the Processor's liability to the Controller under this Agreement is subject to the limitations in clause 11 of the Terms. That limitation does not apply to administrative fines imposed on the Controller as a result of the Processor's breach of its obligations under this Agreement, to the extent that article 82 GDPR does not permit such a limitation.
9.3 The Controller is responsible for the lawfulness of the collection of the Data in the Client Environment and of the materials it supplies for the Program, for the legal bases of the processing, and for the content of the instructions it gives to the Processor.
10. Final provisions
10.1 This Agreement applies for the duration of the Order, and clauses 4.2, 8 and 9 also apply after it ends.
10.2 CXLABS may change this Agreement by publishing a new version. Orders in progress remain subject to the version in force on the date they were concluded.
10.3 Matters not regulated here are governed by the Terms and by the GDPR. Polish law applies and the court having jurisdiction over the registered office of CXLABS is competent.
10.4 Contact on data protection matters: hello@cxlabs.digital.
Contact
Orders and these Terms: hello@cxlabs.digital. Service tickets: help@cxlabs.digital. Data protection: hello@cxlabs.digital.
