Terms of Service

1. General Provisions and Applicability

1.1. Acceptance. By accessing the Website, registering on the Platform, or paying for our services, you explicitly agree to be bound by these Terms. If you do not agree, you must not use our services.

1.2. B2B and B2C Clients. These Terms apply to both businesses and legal entities (B2B) and individual consumers (B2C).

1.3. Consumer Waiver of Withdrawal Right (B2C only). In accordance with the Estonian Law of Obligations Act (Võlaõigusseadus, VÕS § 53 lg 4 p 1) and the EU Consumer Rights Directive (2011/83/EU), if you are purchasing our services as an individual consumer, you explicitly consent to the immediate commencement of the performance of the digital service and acknowledge that by doing so, you irrevocably lose your 14-day right of withdrawal.

1.4. Changes to Terms. We reserve the right to modify these Terms at any time. For material changes, we will provide advance notice via the Platform or email. Continued use of the Service constitutes acceptance of the amended Terms.

1.5. Right to Suspend or Terminate. We reserve the right to suspend or terminate your access to the Platform and our services immediately, without prior notice or refund, if we suspect a violation of these Terms, illegal activity, fraud, or if your actions pose a security or reputational risk to CyberLab.Team OÜ.

1.6. Non-Exclusivity. CyberLab.Team OÜ provides digital marketing services to multiple clients. We reserve the right to provide services to other businesses, including your competitors, unless a separate, explicitly signed non-disclosure and exclusivity agreement is in place.

1.7. Age Restriction and Legal Capacity. By using our services, you represent and warrant that you are at least 18 years of age and have the full legal capacity to enter into a binding agreement.

2. Services and No Guarantees

2.1. Service Model. We provide digital marketing services (e.g., SEO, Google Ads management, publisher monetization). The Platform serves as an interface for managing these services.

2.2. No Performance Guarantees and Future Changes. All services are provided on a "best effort" basis (käsundusleping) under Estonian law. We strictly do not guarantee specific outcomes, such as achieving a particular search engine ranking, a specific ROI/ROAS, a certain volume of sales or leads, or continuous website uptime. Our services, campaign structures, and technical implementations are executed based on Google's current requirements, our expert knowledge, and industry best practices at the time of delivery. However, Google's algorithms, compliance policies, and technical ecosystems are highly dynamic and can change without notice. We bear absolutely no liability if a strategy, setup, or technical integration that is fully compliant and effective today becomes obsolete, ineffective, or non-compliant tomorrow due to unilateral changes by Google. Search algorithms and third-party platforms are entirely beyond our control.

2.3. Google Actions and Advertiser Verification. We bear absolutely no liability for any actions taken by Google, including but not limited to: account suspensions, Business Profile blockages, rejected creatives, sudden algorithm changes, or unexpected budget overspending by Google's automated systems. Furthermore, you are solely responsible for successfully passing Google's Advertiser Verification (Business Operations Verification). If Google pauses or suspends your advertising due to your failure to provide requested business documents, this does not constitute grounds for a refund of our service fees.

2.4. Platform Availability (AS IS). The Platform (my.cyberlab.team) and all associated services are provided strictly on an "AS IS" and "AS AVAILABLE" basis. We disclaim all warranties, express or implied, including but not limited to fitness for a particular purpose and uninterrupted or error-free operation. We are not liable for any losses caused by platform downtime, maintenance, or bugs.

2.5. Independence of Advertising from Portal Uptime. The Client Cabinet is a reporting and management interface. Any downtime, maintenance, or technical unavailability of the Client Cabinet does not pause or affect your active Google Ads campaigns running on Google's infrastructure. You remain fully responsible for all Google Ads spend incurred during any such periods of portal unavailability.

2.6. Transparency of Costs (Google Ads Third-Party Policy). In accordance with Google's Third-Party Policy, all cost reporting displayed within the Platform reflects the exact, un-marked-up amounts charged directly by Google for your ad spend. We do not apply any hidden markups or commissions to your Google Ads budget; our agency service fees are billed entirely separately.

2.7. Direct Access to Advertising Accounts (Google Third-Party Policy). In strict compliance with Google's Third-Party Policy, you retain the right to access your Google Ads account directly at any time. Our Client Cabinet provides an additional layer of convenience, reporting, and management, but it does not replace your fundamental ownership and right to access the underlying ad account.

2.8. AI-Generated Content. Where our built-in Artificial Intelligence (AI) tools are utilized to generate ad copy or creatives, the Platform automatically labels or structures these inputs in compliance with Google's transparency and AI-generation guidelines.

2.9. Not a SaaS Product. You are paying for our digital marketing expertise, consulting, and management services, not software licensing. The Client Cabinet (my.cyberlab.team) is provided strictly as a complimentary, "as is" interface to facilitate communication and reporting as part of our agency services. It is not sold or licensed as a standalone Software-as-a-Service (SaaS) product. Therefore, no SaaS-specific Service Level Agreements (SLAs) or uptime guarantees apply. Any temporary bugs, downtime, or feature deprecations within the Client Cabinet do not constitute a failure to deliver our core marketing services and do not entitle you to any refunds or deductions on your agency service fees, as your Google Ads campaigns continue running independently on Google's infrastructure.

2.10. Modifications to the Service. We reserve the right to modify, suspend, or discontinue any part of the Client Cabinet functionality at any time, especially in response to third-party API deprecations, without prior notice or financial liability.

3. Payments, Auto-Renewal, and No Refunds

3.1. 100% Prepayment Policy. All digital marketing services, campaign setups, and agency management fees are provided strictly on a 100% prepayment basis. We do not offer post-payment (arrears) options, credit, or net payment terms. Work on your account or campaigns will only commence after full receipt of the required service fees.

3.2. Payment Methods. Payments for our services can be made via credit or debit card (processed securely by Stripe) or via SEPA/SWIFT bank transfer based on an issued invoice. We accept bank transfers exclusively through our verified corporate bank accounts at Revolut and Wise.

3.3. Recurring Billing (Auto-Renewal). For subscription-based services, by providing your payment method via Stripe, you authorize CyberLab.Team OÜ and Stripe to automatically charge your card on file at the beginning of each billing cycle (e.g., monthly) until you explicitly cancel the subscription via the Platform.

3.4. Subscription Price Changes. We reserve the right to adjust subscription pricing. We will notify you of any price changes at least 14 days in advance via email or the Platform. If you do not cancel your subscription before the next billing cycle, you explicitly agree to be billed at the newly communicated price.

3.5. Strict No Refund Policy. All sales are final. Payments for services rendered, setup fees, and subscription charges (whether one-time or recurring, processed via Stripe, Revolut, or Wise) are strictly non-refundable, either in full or partially. By making a payment, you acknowledge and agree that you forfeit any right to a refund. Any unjustified chargebacks or disputes filed through Stripe or your bank without valid legal grounds under Estonian law will result in immediate account termination and potential legal action to recover costs.

3.6. Direct Google Billing (Ad Spend). You pay your advertising budget directly to Google. We do not act as a financial intermediary for your ad spend. If you initiate a chargeback against Google, you bear sole responsibility for any resulting account suspensions.

3.7. Spend After Cancellation. If you cancel our management service, we will attempt to pause your campaigns via API. However, you are solely responsible for logging into your Google Ads account to verify campaigns are paused and to detach your payment method. We are not liable for any ad spend incurred after cancellation.

3.8. Account Ownership Post-Termination. Upon termination of our services, you retain 100% ownership and full administrative access to your Google Ads and Google Business Profile accounts. We do not hold client accounts hostage. Upon cancellation, we will revoke our Manager/OAuth access, explicitly delete your OAuth API tokens from our databases to ensure data minimization, and close your Client Cabinet account.

4. Client Obligations and Indemnification

4.1. Compliance. You warrant that your business, website, products, and services comply strictly with all applicable laws and Google Policies.

4.2. Indemnification. You are solely responsible for your business operations and website content. You agree to fully indemnify, defend, and hold CyberLab.Team OÜ, its directors, employees, and partners harmless from and against any third-party claims, lawsuits, damages, fines, or legal fees arising out of or related to:

• copyright or intellectual property infringement on your website or ads;
• sale of illegal, fraudulent, or restricted goods or services;
• violations of consumer rights or data protection laws by your business.

4.3. Manual Intervention. If you, having direct access to your Google Ads account, manually modify campaign settings (e.g., budget, geo-radius, targeting, or ad assets) bypassing the Platform's interface, CyberLab.Team OÜ explicitly disclaims all liability for resulting budget overspend, performance degradation, or account suspensions. We reserve the right to programmatically roll back such unauthorized changes via API to maintain system integrity and reference states.

4.4. Acceptable Use and Anti-Spam Policy (Google Compliance). You are strictly prohibited from using the Platform to violate any Google policies. This includes, but is not limited to: creating fake business locations on Google Maps, engaging in review gating or generating fake reviews, or launching advertising campaigns that attempt to circumvent Google's systems (Circumventing Systems). We reserve the right to immediately suspend or terminate your account without refund if we detect such activities or if your Google Ads or Google Business Profile accounts are suspended by Google for policy violations.

4.5. API Delegation and Authorization. By connecting your Google Account to our Platform via OAuth 2.0, you explicitly authorize CyberLab.Team OÜ to act on your behalf programmatically via the Google Ads API and Google Business Profile API. This includes creating and modifying campaigns, synchronizing location assets (LOCATION_SYNC), and fetching reporting metrics as defined by your chosen service configuration.

4.6. Passkey Authentication Requirement. In accordance with Google's security requirements for the Google Ads API, you are strictly required to have a Passkey configured in your Google Account before attempting to grant our application OAuth access. If Google blocks the integration or imposes a security delay due to the absence or recent creation of a Passkey on your account, we are not liable for any delays in service commencement.

4.7. Data Accuracy. You bear sole legal responsibility for the accuracy, legality, and validity of the location data and business information you synchronize to Google systems through our Platform.

4.8. Client Delays and Access Revocation. If you fail to provide necessary materials, delay required approvals, or revoke our OAuth API access to your Google accounts, CyberLab.Team OÜ cannot perform its digital marketing services. However, this does not automatically pause your billing or subscription. You remain fully liable for the recurring service fees until you formally cancel the agreement through the Platform.

4.9. Client Independence Against Recommendations. If you instruct us to implement strategies, ad copies, or website changes that explicitly contradict our professional recommendations, industry best practices, or known Google guidelines, you do so entirely at your own risk. We disclaim all liability for any resulting poor performance, budget waste, or account suspensions.

4.10. Sanctions and Export Controls. You represent and warrant that you are not located in a country or territory subject to comprehensive EU or U.S. sanctions, nor are you listed on any restricted parties list. We reserve the right to terminate services immediately without refund if this warranty is breached.

4.11. System Abuse and Scraping. You are strictly prohibited from reverse-engineering, scraping, bypassing security controls, or transmitting malicious code to our Platform.

5. Intellectual Property

5.1. Our IP. All information, code, and graphic content on our Website and Platform is the property of CyberLab.Team OÜ. You may not copy or reverse-engineer it.

5.2. Trademarks. Google, Google Ads, Stripe, and other related names are trademarks of their respective owners. Our use does not imply endorsement, except where our verified Google Partner status is stated.

5.3. Marketing Rights (Case Studies). Unless a strict Non-Disclosure Agreement (NDA) is signed prior to the commencement of services, CyberLab.Team OÜ reserves the right to use anonymized performance metrics, growth statistics (e.g., ROI, traffic increases), and generalized descriptions of the strategies implemented for your business as part of our marketing case studies and portfolio. We will never disclose sensitive financial data or proprietary trade secrets without your explicit written consent.

6. Limitation of Liability

6.1. To the maximum extent permitted by applicable law, in no event shall CyberLab.Team OÜ be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, or goodwill, arising out of your access to or use of the services.

6.2. Liability Cap. In any event, CyberLab.Team OÜ's aggregate liability for all claims relating to the services shall not exceed the total amount paid by you to CyberLab.Team OÜ in the three (3) months immediately preceding the event giving rise to the claim.

7. Governing Law and Dispute Resolution

7.1. Jurisdiction. These Terms and any disputes arising out of them shall be governed by and construed in accordance with the laws of the Republic of Estonia, excluding its conflict of law provisions.

7.2. Venue. Any disputes, controversies, or claims shall be resolved exclusively in the competent courts located in Tallinn, Estonia.

7.3. Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

7.4. Consumer Complaints (EU Consumers). If you are a consumer residing in the EU, please send any complaint first to info@cyberlab.team. If we cannot resolve the dispute together, you may refer it to the Consumer Disputes Committee (Tarbijavaidluste komisjon) of the Estonian Consumer Protection and Technical Regulatory Authority (www.ttja.ee) or to the out-of-court dispute resolution body of your country of residence.

8. Taxes and VAT

8.1. All advertised fees are exclusive of applicable taxes unless stated otherwise. For business clients (B2B) in the EU with a valid VIES VAT number, the reverse charge mechanism (0% VAT) applies. For individual consumers (B2C) residing in the EU, the applicable local VAT rate of your country of residence will be added to the final checkout price in accordance with EU tax laws.

9. Force Majeure

CyberLab.Team OÜ shall not be liable for any failure, delay, or financial loss resulting from causes beyond our reasonable control, including but not limited to third-party API downtime (e.g., Google or Stripe system failures), internet outages, cyberattacks, governmental actions, or natural disasters.

10. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a competent court under Estonian or EU law, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired, and such provision shall be enforced to the maximum extent permitted by law.

11. Non-Solicitation

During the term of your active services and for a period of twelve (12) months thereafter, you agree not to directly or indirectly solicit, recruit, or hire any employee, contractor, or representative of CyberLab.Team OÜ without our prior written consent.