for the Provision of Software Development and Related IT Services
Effective date: March 1, 2026
1. GENERAL PROVISIONS
1.1. This Public Offer (the “Offer”) is made by “Dinamicka Development” LLC, a legal entity incorporated under the laws of Ukraine, registration number 45369659, with its registered address at apt. 37, 9D Metrolohichna str., Kyiv, 03143, Ukraine (the “Provider,” “we,” or “us”).
1.2. The Offer constitutes an official proposal, addressed to an indefinite number of legal entities and individual entrepreneurs (each, a “Customer,” “you”), to conclude a services agreement on the terms set out below.
1.3. By accepting this Offer in any of the ways described in Section 4, the Customer fully and unconditionally agrees to be bound by all of its terms. This Offer, together with the applicable Order Document(s) referred to in Section 5, constitutes the agreement between the Provider and the Customer (the “Agreement”).
1.4. The Offer is published on the Provider’s website at https://dinamicka.com (the “Website”). A hyperlink to the current version of the Offer may be included in Invoices, Advance Invoices, commercial proposals, SOWs and other communications with the Customer. Where such hyperlink is included, this Offer shall be incorporated by reference into the relevant Order Document upon the Customer’s acceptance of this Offer in accordance with Section 4.
2. DEFINITIONS
2.1. “Offer” – this document, as published on the Provider’s Website and as may be amended from time to time in accordance with Section 14.
2.2. “Customer” – a legal entity or individual entrepreneur, that has accepted this Offer.
2.3.“Order Document” – any document or communication, in any combination, by which the specific scope, deliverables, price, timeline, or other commercial or technical terms of particular Services are agreed, including without limitation: an invoice; an offer or commercial proposal; a Statement of Work (“SOW”); a purchase order (“PO”); e-mail correspondence; correspondence in messaging applications; entries, tickets, or tasks recorded in a project-management or issue-tracking system; or other electronic communication between the Parties.
2.4. “Invoice” – a unilateral primary accounting document issued by the Provider to the Customer after the relevant Services have been provided, which documents the relevant Services and contains the applicable information required under Ukrainian accounting legislation.
2.5. “Advance Invoice” – a document issued by the Provider to the Customer before the relevant Services are provided, specifying the amount payable in advance for the Services and serving as the basis for the Customer’s advance payment. An Advance Invoice does not, by itself, document the fact of provision of the Services.
2.6. “Signed Agreement” – a separate Master Service Agreement, Contract, and/or Statement of Work executed in writing by both Parties.
2.7. “Parties” – the Provider and the Customer collectively; each, a “Party.”
2.8. “Deliverables” – the software, source code, designs, documentation, reports and other results of the Services that are created specifically for the Customer under a particular engagement and are expressly identified as deliverables in, or constitute the agreed output of the Services described in, the applicable Order Document(s). Deliverables do not include Provider Background IP or third-party materials.
2.9. “Business Day” – any day other than a Saturday, a Sunday, or a public holiday or official non-working day in Ukraine.
2.10. “Background IP” – has the meaning given in Clause 9.1; “Provider Background IP” means the Background IP of the Provider.
2.11. “Confidential Information” – has the meaning given in Clause 10.1.
3. SUBJECT OF THE OFFER AND SERVICES
3.1 The Provider provides software development and related IT services, including, without limitation: Web Development; Mobile App Development; UI/UX Design; Quality Assurance (QA); DevOps; and IT Consulting, as well as solution delivery in the areas of SaaS Applications, Enterprise Applications, AI-Powered Chatbots, AI Agents, CRM systems, ERP software, Internet of Things (IoT) solutions, API Development, and Cybersecurity, each as further described at the Website and the corresponding service pages (collectively, the “Services”).
3.2. The specific scope, deliverables, price, currency, timeline, and any other commercial or technical terms of particular Services are not fixed by this Offer and are agreed separately, for each engagement, by means of one or more Order Documents in accordance with Section 5.
4. ACCEPTANCE OF THE OFFER
4.1. Acceptance of this Offer occurs, and the Agreement is deemed concluded, upon the earliest of the following actions taken by the Customer (or by a person reasonably appearing to act with the Customer’s authority):
- payment, in full or in part, of any Invoice, or Advance Invoice issued by the Provider;
- written or electronic confirmation of an Invoice, offer or commercial proposal, SOW, or order;
- issuance of a purchase order (PO) to the Provider;
- confirmation by e-mail or other electronic communication;
- provision of materials, access credentials, instructions, or other information enabling the Provider to commence or continue the Services;
- actual use of, receipt of, or reliance on the results of the Services; or
- any other action that unambiguously demonstrates the Customer’s intention to order or accept the Services.
4.2. Acceptance under Clause 4.1 constitutes the Customer’s confirmation that it has had an opportunity to review this Offer and agrees to be bound by its terms in relation to the relevant Services and the applicable Order Document(s).
4.3. Where the Provider has commenced or delivered Services in reasonable anticipation of the Customer’s acceptance, such Services shall be governed by this Offer and the applicable Order Document(s) if and to the extent that the Customer subsequently accepts this Offer in accordance with Clause 4.1.
4.4. Acceptance of this Offer does not require a separate signature, handwritten or electronic, unless such signature is expressly required by applicable mandatory law or by a Signed Agreement.
5. ORDER DOCUMENTS
5.1. Each engagement for the provision of Services is governed by this Offer together with the applicable Order Document(s).
5.2. An Order Document may supplement or specify the terms of this Offer with respect to the particular engagement. In the event of a conflict between this Offer and an Order Document, the Order Document shall prevail solely with respect to the specific commercial or technical matters expressly addressed in such Order Document, including, where applicable, the scope of Services, deliverables, price, payment schedule, milestones, and timelines.
5.3. This Offer shall prevail with respect to all matters not expressly addressed in the applicable Order Document, including the formation and acceptance of the Agreement, documentation and acceptance of Services, electronic communications, intellectual property, confidentiality, limitation of liability, governing law, and dispute resolution.
5.4. If the Parties have entered into a Signed Agreement, the Signed Agreement shall prevail over this Offer and any Order Document to the extent of any inconsistency. An Order Document issued under or pursuant to a Signed Agreement shall be interpreted in accordance with that Signed Agreement.
5.5. Order Documents may be exchanged, issued, confirmed, and agreed through invoices, offers or commercial proposals, SOWs, POs, e-mail, messaging applications, project-management or issue-tracking systems, or other electronic communications between the Parties, without the need for a handwritten or qualified electronic signature, except where such signature or other form is required by mandatory applicable law or expressly required by a Signed Agreement.
5.6. The Parties agree that electronic communications and records referred to in this Section 5 may constitute evidence of the Parties’ agreement on the relevant terms, including the scope, price, timeline, and other terms of the applicable Services.
6. ACCEPTANCE OF SERVICES; OBJECTIONS
6.1. Except as otherwise agreed in a Signed Agreement, the Customer may submit a reasoned written or electronic objection regarding the relevant Services within five (5) Business Days from the later of: (a) the completion or delivery of the relevant Services or Deliverables; and (b) the Customer’s receipt of the corresponding Invoice (the “Objection Period”).
6.2. Any objection must identify the specific Services or deliverables to which it relates and provide reasonable details of the alleged deficiencies, including, where applicable, references to the agreed requirements, specifications, milestones, or other terms set out in the applicable Order Document(s).
6.3. If the Customer does not submit a reasoned objection within the applicable Objection Period, the Services described in the relevant Invoice shall be deemed duly rendered and accepted by the Customer without reservation.
6.4. Payment of an Invoice, as well as the absence of a timely reasoned objection, shall constitute additional evidence of the Customer’s acceptance of the corresponding Services, without prejudice to Clause 6.3.
6.5. The Provider shall consider any timely reasoned objection in good faith and, where the objection is justified, shall either correct the relevant Services or deliverables or make reasonable corrections to the relevant documentation, as applicable.
6.6. A timely objection relating to only part of the Services documented in an Invoice shall not entitle the Customer to withhold, suspend, or delay payment of any other part of that Invoice to which the objection does not relate. The Customer shall pay the undisputed amount in accordance with the applicable payment terms.
7. DOCUMENTATION OF SERVICES
7.1 The Provider shall document the Services provided by means of an Invoice. Such Invoice may serve as the primary accounting document evidencing the relevant Services, provided that it contains the mandatory requisites and otherwise complies with applicable Ukrainian accounting legislation.
7.2 An Advance Invoice issued before the provision of Services may be used as a request and basis for an advance payment and shall not, by itself, evidence that the Services have been provided. An Invoice issued after the Services have been provided shall indicate the date or period during which the corresponding Services were actually provided and shall document the relevant Services, including their description, scope and value, as applicable.
7.3 Where the Services have been paid for in whole or in part in advance, the Invoice issued following provision of the Services may specify the total value of the Services, the amount of the advance payment applied against such value, and the remaining balance payable, if any.
7.4 Nothing in this Section 7 relieves the Provider of its obligation to issue Invoices or other primary accounting documents in compliance with the applicable requirements for primary accounting documents under Ukrainian accounting legislation.
8. FEES AND PAYMENT
8.1. The Customer shall pay the fees specified in the applicable Order Document(s).
8.2. The Provider may use the following pricing models:
- Time and materials: fees calculated based on the actual time spent and the applicable hourly rates;
- Fixed price: a fixed fee for the agreed scope of Services or Deliverables;
- Milestone-based pricing: payment upon achievement of agreed milestones;
- Other pricing models agreed by the Parties.
8.3. Unless otherwise agreed, invoices shall be payable within 5 calendar days from the invoice date.
8.4. For advance payments, the Provider may issue an Advance Invoice. Following the actual provision of the relevant Services, the Provider shall issue an Invoice documenting such Services in accordance with Section 7.
8.5. The Customer shall pay all applicable bank charges, transaction fees and other payment-related costs, unless otherwise agreed.
8.6. Unless otherwise specified, all fees are exclusive of taxes, duties, levies and similar charges that may be imposed on the Customer in connection with the Services. The Customer shall be responsible for any such amounts to the extent required by applicable law.
8.7. If the Customer is required by applicable law to withhold tax from a payment, the Customer shall, where legally permitted, gross up the payment so that the Provider receives the amount it would have received absent such withholding, unless otherwise agreed in writing.
8.8. If the Customer fails to pay an undisputed amount when due, the Provider may suspend the relevant Services upon reasonable notice until payment is received.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Unless otherwise expressly agreed in the applicable Order Document(s) or Signed Agreement, each Party retains all intellectual property rights owned, developed, or otherwise lawfully controlled by that Party before the commencement of the relevant Services, as well as all intellectual property rights developed independently of the relevant engagement (the “Background IP”).
9.2. Subject to the Customer’s full and proper payment of all fees due for the relevant Services and Deliverables, and unless otherwise expressly agreed in the applicable Order Document(s) or Signed Agreement, all transferable intellectual property rights in and to the Deliverables created, developed, or provided by the Provider under a particular engagement shall transfer to the Customer to the extent permitted by applicable law.
9.3. The transfer of intellectual property rights under Clause 9.2 shall take effect upon the Provider’s receipt of full and proper payment of all amounts due for the relevant Services and Deliverables. Until such payment is received in full, the Provider shall retain all intellectual property rights in and to the relevant Deliverables and may suspend the transfer of such rights.
9.4. The transfer of intellectual property rights under Clause 9.2 shall not include any Provider Background IP, including pre-existing materials, software, source code, libraries, frameworks, tools, know-how, methodologies, templates, generic components, reusable code, and other materials, technologies, or solutions used or developed in the course of providing the Services. All such Provider Background IP shall remain the property of the Provider.
9.5. To the extent that any Provider Background IP is incorporated into or is necessary for the use, operation, maintenance, modification, or other ordinary use of the Deliverables, the Provider grants, or shall procure the grant of, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to the Customer to use such Provider Background IP solely to the extent necessary for the Customer to use, operate, maintain, modify, and otherwise benefit from the relevant Deliverables for the purposes agreed by the Parties.
9.6. Unless otherwise expressly agreed in the applicable Order Document(s) or Signed Agreement, the licence granted under Clause 9.5 shall not include the right to sell, distribute, sublicense, transfer, or otherwise commercialise the Provider Background IP separately from the relevant Deliverables.
9.7. To the extent that third-party materials, software, libraries, technologies, or open-source software are incorporated into or used in connection with the Deliverables, their use shall be subject to the applicable third-party licence terms. The Provider does not transfer or grant any rights in third-party materials beyond the rights lawfully available to the Provider to grant. The Customer shall comply with all applicable third-party and open-source licence terms.
9.8. Unless otherwise expressly agreed in the applicable Order Document(s) or Signed Agreement, the Provider may continue to use and develop its general skills, experience, know-how, methodologies, concepts, ideas, techniques, tools, libraries, frameworks, generic components, reusable code, and other non-customer-specific materials developed or used in the course of providing the Services, provided that the Provider does not disclose or use the Customer’s Confidential Information in breach of the Agreement.
9.9. If a Signed Agreement expressly governs intellectual property rights in relation to particular Services or Deliverables, that Signed Agreement shall prevail over this Section 9 to the extent of any inconsistency. A Non-Disclosure Agreement or other separate agreement shall prevail only with respect to the matters expressly addressed in that agreement.
10. CONFIDENTIALITY AND OTHER TERMS
10.1. Each Party shall keep confidential all non-public information disclosed by or on behalf of the other Party in connection with the Agreement, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including source code, technical documentation, business plans, customer data, and the commercial terms of any Order Document (“Confidential Information”).
10.2. The receiving Party shall: (a) use Confidential Information solely for the purpose of providing or receiving the Services; (b) not disclose it to any third party, except to its employees, contractors, and professional advisers who need to know it for that purpose and are bound by confidentiality obligations no less protective than those in this Section 10; and (c) protect it with at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care.
10.3. Clause 10.2 does not apply to information that the receiving Party can demonstrate: (a) is or becomes publicly available other than through its breach; (b) was lawfully known to it before disclosure without a confidentiality obligation; (c) is lawfully received from a third party without confidentiality restrictions; or (d) is independently developed without use of the Confidential Information. The receiving Party may disclose Confidential Information to the extent required by law or by a competent authority, provided that, where legally permitted, it gives the disclosing Party prompt notice of such disclosure.
10.4. The obligations under this Section 10 apply during the provision of the Services and for three (3) years after completion of the last Services and, with respect to trade secrets and source code, for as long as such information remains confidential. Upon the disclosing Party’s written request, the receiving Party shall return or destroy its Confidential Information, except for copies that must be retained under applicable law or that are held in routine backups.
10.5. If a Signed Agreement or a separate Non-Disclosure Agreement governs confidentiality, it shall prevail over this Section 10 to the extent of any inconsistency. Warranties, force majeure, and any other terms not expressly addressed in this Offer are set out in the applicable Order Document or Signed Agreement or, in the absence of such terms, are governed by the default rules of the governing law referred to in Section 13.
11. ELECTRONIC COMMUNICATIONS AND EVIDENCE
11.1 The Parties agree that e-mails, Invoices, offers/proposals, messages sent via messaging applications, entries in project-management or issue-tracking systems, and other electronic communications between the Parties constitute valid evidence of the Parties’ agreements and of the rendering and acceptance of Services, and may be relied upon as such, including in any dispute, without the need for a qualified electronic signature, except where mandatory law provides otherwise.
12. LIMITATION OF LIABILITY
12.1. To the maximum extent permitted by applicable law, the Provider’s aggregate liability arising out of or in connection with the Agreement or any Services provided under a particular Order Document shall not exceed the total amount of fees actually paid or payable by the Customer to the Provider under the relevant Order Document during the twelve (12) months preceding the event giving rise to the relevant claim.
12.2. To the maximum extent permitted by applicable law, in no event shall the Provider be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, business opportunity, anticipated savings, goodwill, or data, arising out of or in connection with the Agreement or the Services, even if the Provider has been advised of the possibility of such damages.
12.3. The limitations and exclusions set out in this Section 12 shall apply regardless of the legal basis of the claim, including contract, tort, negligence, statutory liability, or otherwise.
12.4. Nothing in this Offer shall limit or exclude any liability to the extent that such limitation or exclusion is prohibited by mandatory applicable law.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1. This Offer and each Agreement formed under it shall be governed by the laws of Ukraine, without regard to its conflict-of-law rules.
13.2. The Parties shall seek to resolve any dispute, controversy, or claim arising out of or relating to the Agreement through good-faith negotiations.
13.3. Where the Customer is incorporated, registered, or otherwise established outside Ukraine, any dispute, controversy, or claim arising out of or relating to the Agreement, including its conclusion, interpretation, performance, breach, termination, or invalidity, shall be finally settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules.
The arbitral tribunal shall consist of one arbitrator. The place of arbitration shall be Kyiv, Ukraine. The language of the arbitral proceedings shall be English.
13.4. Where the Customer is incorporated or registered in Ukraine and the relevant dispute may not be referred to the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry, such dispute shall be subject to the jurisdiction of the competent courts of Ukraine in accordance with applicable law.
13.5. Nothing in this Section prevents either Party from seeking interim or conservatory measures from a competent court or tribunal where permitted by applicable law.
14. AMENDMENTS TO THE OFFER
14.1 The Provider may amend this Offer at any time by publishing an updated version at the URL referred to in Clause 1.4. Amendments apply prospectively, to Order Documents accepted on or after the effective date of the amended Offer, unless the Provider expressly states otherwise; they do not retroactively affect Services already documented under Section 7.
15. FINAL PROVISIONS
15.1 If any provision of this Offer is held invalid or unenforceable by a competent authority, the remaining provisions remain in full force and effect, and the Parties shall negotiate in good faith a valid replacement provision that most closely reflects the original commercial intent.
15.2 This Offer is published in English.
15.3 No failure or delay by either Party in exercising any right under this Offer operates as a waiver of that right.
15.4. This Offer, together with the applicable Order Document(s) and any Signed Agreement, constitutes the entire agreement between the Parties concerning the relevant Services and supersedes prior arrangements on the same subject matter, to the extent of any inconsistency.
16. PROVIDER’S DETAILS
Dinamicka Development LLC
Registered legal address: apt. 37, 9D Metrolohichna str., Kyiv, 03143, Ukraine
Registration number: 45369659
E-mail: o.petryk@dinamicka.com
Website: https://dinamicka.com