Public Offer
DNDB Version 1.1. Last updated: 1 September 2026.
This document is a public offer. It sets out the full terms on which we carry out paid work, and it replaces the need for a separately negotiated contract for each project. When you accept a Proposal from us, this Agreement and that Proposal together form a binding contract between you and us.
Read it before you accept a Proposal or pay an invoice. If something in it does not fit your situation, tell us before you accept, and we will either adjust it in the Proposal or explain why we cannot.
Related documents: Terms of Service (use of our website), Privacy Policy (personal data).
The Provider: Viktor Fediuk, Empresário Individual, trading as DNDB (previously trading as D&D Partners), CNPJ 65.396.022/0001-68, São Paulo, SP, Brazil. The full registered address is available in the public CNPJ registry and on request by email. Referred to as "we", "us", "our".
The Client: the person or organisation identified in the Proposal. Referred to as "you", "your".
This Agreement is offered to businesses, organisations and professionals acting for purposes related to their trade, business or profession. It is not offered to consumers.
2.1. This Agreement becomes binding on you, without any signature being necessary, as soon as you do any one of the following:
2.2. Acceptance is of the Proposal as issued. If you send back changed terms, a purchase order, a supplier portal registration or your own standard conditions, those do not apply and do not modify this Agreement unless we accept them in a written document that names them specifically.
2.3. The version of this Agreement that applies to your project is the version published on dndb.digital on the date of the Proposal. We keep a copy of each version and will send you the one that applies on request.
2.4. We may update this Agreement at any time for future projects. Changes never apply retroactively to a Proposal you have already accepted.
If documents conflict, this is the order, from strongest to weakest:
5.1. We provide design, development, branding and related digital services, as described in the Proposal. This may include research, UX and UI design, web and application development, WordPress builds, brand identity, copy, audits and launch setup.
5.2. The Proposal is the whole scope. Anything not written in the Proposal is not included, however it was discussed. If you believe something was agreed and it is not in the Proposal, say so before you accept it.
5.3. Unless the Proposal says otherwise, the following are not included in any project: - advertising budgets and the setup or management of paid advertising; - professional photography or video production; - content writing beyond what the Proposal specifies; - entering catalogue items, products or bulk content; - domain renewals and hosting from the second year onward; - third-party licences, subscriptions, plugins, themes, stock assets and fonts, beyond what the Proposal specifies; - integration with your internal systems, unless named in the Proposal; - legal texts for your site, including your own privacy policy, terms and cookie notice; - ongoing maintenance, monitoring, updates or security management after the warranty period; - translation and localisation; - training beyond a single handover session.
5.4. We decide how the work is staffed and which tools we use. We may use employees, contractors, agencies and software of our choosing. We remain responsible to you for the result.
Unless the Proposal sets out a different process:
The price and the dates in a Proposal are calculated on the assumption that you do the following. If you do not, clause 8 applies.
7.1. Materials on time. You supply all Client Materials needed for a stage within 5 business days of our written request, unless the Proposal sets a different period.
7.2. One decision maker. You name one person with authority to approve work and give feedback. Feedback collected from several people must be consolidated by that person into a single, non-contradictory set of instructions before it reaches us. Contradictory feedback, or feedback that reverses an approval already given, is treated as a Change Request under clause 10.
7.3. Timely responses. You respond to questions and requests for approval within 5 business days.
7.4. Access. You give us the access we need, when we need it: hosting, domain registrar, analytics, content management system, repositories, third-party accounts.
7.5. Accuracy. You confirm that the information you give us about your business, your product and your claims is accurate, and that you hold any licence, permit or regulatory approval your business needs.
7.6. Your own compliance. You are responsible for the legal compliance of your finished site or product, including your privacy policy, cookie notice, terms, consent mechanisms, accessibility obligations, industry rules and tax or invoicing requirements. We build what the Proposal describes. We do not give legal advice, and our work does not replace advice from your lawyer.
7.7. Backups. Where we work on your existing site or system, you keep your own independent backup before we start. We take reasonable care, and we may take our own copies, but you remain responsible for your data.
8.1. We schedule our capacity around your project. When you are late with materials, approvals or payment, the delay is not neutral: it costs us the slot.
8.2. A delay caused by you is not our breach. Every date in the Proposal shifts by at least the length of the delay, and the shift may be longer if the slot has been filled.
8.3. If a stage is held up by you for more than 10 business days, we may put the project on hold, take on other work and give you a new schedule when you are ready.
8.4. If a project is on hold for more than 30 consecutive days for reasons on your side, restarting it requires a rescheduling arrangement: we agree new dates, and a reactivation fee applies as stated in the Proposal, or, if the Proposal states none, 10% of the unpaid balance of the project fee.
8.5. If a project is on hold for more than 60 consecutive days for reasons on your side, or if you stop responding for that period, we may treat the project as terminated by you under clause 20.3.
8.6. Prices in a Proposal hold for 6 months from acceptance. Beyond that, work not yet performed may be repriced at our then current rates, and you may terminate under clause 20.2 if you do not accept the new price.
9.1. Revision rounds. The Proposal states how many rounds of revision are included at each stage. A round is one consolidated set of comments delivered at one time, and our response to it.
9.2. What a revision is. A revision refines work within the approved direction and scope: wording, spacing, colour within the approved palette, arrangement within the approved layout, fixing something that does not match the Proposal.
9.3. What a revision is not. A change of direction, a new concept, restructuring approved content, adding pages, screens, features or languages, or reversing something you have already approved, is a Change Request under clause 10, whether or not revision rounds remain.
9.4. Extra revisions. Once the included rounds are used, further revisions are charged at our hourly rate stated in the Proposal, or as a fixed additional Milestone agreed in writing.
9.5. Review window. You have 7 business days from the moment we submit a Milestone or Deliverable to either accept it or give us consolidated written feedback identifying, specifically, what does not conform to the Proposal.
9.6. Deemed acceptance. If you do not respond within the review window, or if you put the Deliverable into live use, the Deliverable is deemed accepted, the Milestone is complete, and any related payment falls due. Changes after that point are Change Requests.
9.7. Approval is final. Once a stage is approved, later stages are built on it. Reopening an approved stage is a Change Request and is charged, because it discards work already done.
9.8. Taste is not a defect. We correct anything that does not match the Proposal at our own cost. Preference expressed after the included revision rounds are used is charged.
10.1. Either party may propose a change at any time. A change takes effect only when both parties confirm it in writing, including by email.
10.2. For each change we state its effect on price and on dates before it is carried out. A change may increase the price, move the delivery date, or both.
10.3. We may decline a change that we consider technically unsound, damaging to the result, unlawful, or outside what we are able to staff.
10.4. We do not carry out unpriced work on the promise that it will be settled later. If work has been requested and carried out without a Change Request, it is charged at our hourly rate.
11.1. Currency. All fees are in US dollars (USD) unless the Proposal states otherwise.
11.2. Payment structure. Unless the Proposal states otherwise, one of the following applies, as chosen in the Proposal: - per Milestone: each Milestone is invoiced and paid before work on it begins; or - 50/50: 50% before Production begins, 50% on Delivery and before the final handover of files and accounts.
11.3. Deposit. The first payment reserves your place in our schedule. It is credited in full against the project fee and is non-refundable once we have started work, except where we terminate under clause 20.1 or fail to deliver for reasons attributable to us.
11.4. Payment term. Invoices are due within 7 calendar days of issue, unless the invoice states otherwise.
11.5. Bank charges. You pay the full invoiced amount. Transfer fees, intermediary bank fees, payment platform fees and currency conversion costs on your side are yours. If the amount we receive is short, we invoice the difference.
11.6. Taxes. Fees are stated exclusive of any tax. Brazilian taxes on our revenue are ours. Any withholding tax, VAT, reverse charge, sales tax or import duty that applies in your country is yours: if you are required by law to withhold anything, you increase the payment so that we receive the full invoiced amount. Brazilian invoicing is done by Nota Fiscal de Serviços, which we issue as required by Brazilian law.
11.7. No set-off. You pay in full without set-off, deduction or counterclaim.
11.8. Disputed invoices. If you dispute part of an invoice, tell us in writing within 5 business days of receiving it, with your reasons, and pay the undisputed part on time.
12.1. If payment is late, interest accrues at 1.5% per month, or the maximum rate permitted by the applicable law if that is lower, from the due date until payment, together with any costs of recovery, including reasonable legal and collection fees.
12.2. If payment is more than 7 calendar days late, we may, at our discretion and without liability: suspend all work; withhold Deliverables, files, accounts and access; remove work from staging; and reallocate your slot in the schedule. Dates move accordingly, and clause 8.4 may apply on restart.
12.3. Nothing is handed over, licensed or transferred to you until all sums due for the project are paid in full. See clause 13.
12.4. Chargebacks. If you pay by card or through a payment platform and start a chargeback or dispute over work that has been delivered or accepted, you agree to raise it with us first under clause 22. Withdrawing payment for accepted work is a material breach of this Agreement.
13.1. Transfer on full payment. On receipt of all sums due under the Proposal, we assign to you, worldwide and for the full term of the rights, the intellectual property in the final Deliverables produced specifically for you: the final designs, the project specific code, the copy we wrote for you and the final logo or identity where the Proposal includes one. Where the applicable law does not permit assignment of moral rights, we waive them to the extent permitted.
13.2. Before payment. Until then, all rights stay with us. Anything we show you before full payment is provided for review only, under a temporary, revocable, non-transferable licence limited to evaluating and approving it. It may not be published, put into live use, given to another supplier or used commercially.
13.3. What stays ours. We keep ownership of our pre-existing and general assets: our frameworks, libraries, snippets, components, templates, build scripts, internal tooling, methods, checklists and know-how, and of concepts, drafts, routes and variants that were not selected. For anything of ours that is embedded in a Deliverable and is necessary for it to work, we grant you a perpetual, worldwide, non-exclusive, royalty free licence to use it as part of that Deliverable. You may not extract it and licence, resell or distribute it on its own.
13.4. Third-party components. Deliverables may include open source software, licensed fonts, stock images, plugins or themes owned by third parties. These are not assigned to you. They are supplied under their own licences, and you are responsible for complying with those licences and for renewing any subscription. We tell you in the Proposal or at handover which third-party components are involved and on what terms.
13.5. Accounts in your name. Domains, hosting, analytics and other accounts we set up for the project are registered in your name and under your control from the start, unless you ask in writing for a different arrangement. There is no recurring agency fee and nothing is held hostage after handover.
13.6. Not selected work. Concepts and directions you did not select remain ours. We may reuse or develop them elsewhere, provided we do not reuse your brand, your content or anything confidential to you.
14.1. You warrant that you own, or are properly licensed to use and to allow us to use, every item of Client Materials, and that our agreed use of them will not infringe anyone's rights or break any law.
14.2. You are responsible for the truth and legality of the claims, statements, prices, testimonials and figures you ask us to publish, and for any regulatory approval those require.
14.3. You will not ask us to build anything unlawful, deceptive, infringing, or designed to mislead users, and we may refuse and stop work if you do.
14.4. Indemnity. You will indemnify us and hold us harmless against any claim, demand, loss, damage, fine, cost and reasonable legal expense arising from: Client Materials; a breach of clauses 14.1 to 14.3; the way you use a Deliverable after delivery; and your own compliance obligations under clause 7.6.
14.5. We may refuse to use any Client Material where we reasonably believe its use would create legal risk, and we are not liable for delay caused by that refusal.
15.1. We use artificial intelligence tools as part of our research, analysis and production process. Human review sits in front of every decision and every Deliverable that reaches you. Nothing is delivered on the output of a tool alone.
15.2. We do not input your confidential information into tools that do not offer contractual protection appropriate to it, and we do not permit our vendors to train public models on your confidential information, where the vendor offers that setting. On request we will tell you which categories of tool are used on your project.
15.3. If you require that no AI tool is used on your project, or that specific tools are excluded, tell us in writing before the Proposal is accepted. It may change the price or the timeline.
15.4. Where a Deliverable includes AI assisted material, the intellectual property position for that material may differ between countries, and full copyright protection in purely machine generated output is uncertain in several of them. We do not warrant exclusive copyright in AI generated elements. Where exclusivity matters to you, tell us before acceptance so that we produce those elements without such tools.
16.1. Each party will keep the other's confidential information confidential, use it only for the project, and protect it with at least reasonable care. This applies to business plans, financials, data, credentials, unreleased products, and anything marked or obviously confidential.
16.2. This does not apply to information that is public without a breach, that was already lawfully known, that is independently developed, or that must be disclosed by law or by a court, provided the other party is told first where that is lawful.
16.3. These obligations last for 3 years after the project ends, and indefinitely for anything that qualifies as a trade secret.
16.4. We may disclose your confidential information to our team members and contractors who need it for the project, under confidentiality obligations no weaker than these.
16.5. Either party may ask for a separate non-disclosure agreement. If we sign one, it prevails over this clause for the information it covers.
17.1. Unless you tell us otherwise in writing, we may describe the project and show the Deliverables in our portfolio, on our website, on Behance, Dribbble, LinkedIn, Clutch, Upwork, in presentations and in proposals to other clients, together with your name and logo, once the work is public or delivered.
17.2. We will not disclose confidential information, internal figures or anything covered by clause 16 without your written approval. Where we publish results, we agree the figures with you first.
17.3. You may withdraw this permission at any time by writing to us, and we will remove the project from our own channels within a reasonable period. We cannot remove it from third-party platforms, archives, caches or press coverage outside our control.
17.4. A confidentiality restriction agreed before acceptance may affect the price, because portfolio value is part of what we take into account.
17.5. We may place a discreet credit and a link to our website in the footer of a website we build, unless the Proposal says otherwise. You may ask us to remove it.
18.1. Warranty period. For 30 calendar days after Delivery, we fix, at no charge, any defect in the Deliverable that we caused: something that does not work as described in the Proposal, in the browsers and devices listed in the Proposal, in the environment we delivered it to.
18.2. What the warranty does not cover: - changes, additions or new features, which are Change Requests; - content changes and copy edits; - problems caused by you or a third party modifying the code, the theme, the plugins, the database or the server configuration after handover; - problems caused by moving the project to a different hosting environment; - problems caused by updates, breaking changes, price changes or discontinuation of third-party platforms, plugins, themes, browsers, APIs or services; - problems caused by your hosting, network, domain, email provider or their outages; - security incidents, malware or unauthorised access after handover; - loss of data where you did not maintain your own backup; - anything covered by clause 18.4.
18.3. Reporting. Report defects in writing, with enough detail to reproduce them: what you did, what happened, what you expected, on which device and browser.
18.4. No guarantee of business results. We apply a method that is built on research and experience, and we will tell you honestly what we expect. But we do not guarantee any specific level of traffic, ranking, position in search engines or AI assistants, conversion rate, lead volume, revenue, engagement, uptime, load time on your hosting, or approval by any third-party platform, app store or advertising network. These depend on your market, your offer, your price, your competitors, your operations and on algorithms outside anyone's control. Any figure we mention before or during the project is an expectation, not a promise, and is not a term of this Agreement.
18.5. After the warranty. We remain reachable for updates, changes and improvements, quoted separately or under a support arrangement if we agree one. Returning clients get priority in the schedule. Nothing obliges you to buy support from us, and no recurring fee applies after handover.
18.6. Third-party dependencies. Deliverables depend on third-party platforms and services. We are not responsible for their availability, their pricing, their policy changes or their failures, and adapting a Deliverable to such a change after the warranty period is chargeable work.
19.1. We work with a distributed team of employees and contractors. We may subcontract any part of the work and remain responsible to you for it.
19.2. For the duration of the project and for 12 months after the last Deliverable, you will not, directly or through another company, solicit for employment or engage any person who worked on your project, without our written consent. This does not prevent you from hiring someone who responds to a public job advertisement not directed at them.
20.1. Termination by you for cause. You may terminate immediately, in writing, if we commit a material breach and fail to remedy it within 15 business days of your written notice describing it. You then pay for work performed up to the date of termination, and we hand over what has been paid for.
20.2. Termination by you for convenience. You may terminate at any time, in writing, for any reason. You then pay: all sums for Milestones completed or in progress at the date of termination; plus all work performed since the last completed Milestone, calculated at our hourly rate; plus any third-party costs we have committed on your behalf. The deposit is not refunded. We hand over the work paid for, in the state it is in, and the licence in clause 13.1 covers only what you have paid for in full.
20.3. Termination for inactivity. If you are unreachable, or a project is on hold for reasons on your side, for more than 60 consecutive days, we may terminate on written notice, and clause 20.2 applies as though you had terminated.
20.4. Termination by us. We may terminate immediately, in writing, if: you fail to pay a sum due and do not cure it within 7 calendar days of a reminder; you commit a material breach and do not remedy it within 15 business days; you become insolvent or enter an equivalent procedure; you require work that is unlawful, infringing or deceptive; or clause 21 applies. Clause 20.2 payment terms then apply.
20.5. Effect of termination. Termination does not affect accrued rights. Clauses 11 to 19, 21 to 24 and any clause that by its nature should survive, survive termination.
20.6. Handover on termination. Once all sums due are paid, we hand over the Deliverables produced up to termination, in their then current state, together with the accounts in your name. Unfinished work is supplied as it is, with no warranty and no obligation to document it, and we are not responsible for how it behaves once another party continues it.
We work with clients, not against them, and we expect the same. We may suspend or terminate a project immediately, with payment due under clause 20.2, if you or anyone acting for you: abuses, threatens, harasses or discriminates against a member of our team; makes public statements about us that are knowingly false; repeatedly demands work outside the Proposal after being told it is a Change Request; or repeatedly withholds payment for accepted work.
22.1. If a dispute arises, the party raising it sends a written notice describing the issue and the outcome it wants. Both parties then negotiate in good faith, by call or in writing, for at least 30 calendar days.
22.2. Neither party starts proceedings before that period has passed, except to seek urgent injunctive relief or to protect intellectual property or confidential information.
22.3. This Agreement is governed by the laws of the Federative Republic of Brazil, and the courts of the Judicial District of São Paulo, State of São Paulo, Brazil have exclusive jurisdiction. Both parties waive any other forum.
22.4. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
23.1. Neither party excludes liability for fraud, for fraudulent misrepresentation, for death or personal injury caused by negligence, or for anything else that cannot be excluded under the applicable law.
23.2. Subject to 23.1, we are not liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, contracts, goodwill, reputation, data, anticipated savings or opportunity, however caused, whether in contract, in tort, under statute or otherwise, and whether or not we were told such loss was possible.
23.3. Subject to 23.1, our total aggregate liability arising out of or in connection with a project is limited to the total fees actually paid by you to us under the Proposal to which the claim relates, in the 6 months before the event that gave rise to the claim.
23.4. We are not liable for loss arising from: Client Materials; your instructions or your approvals; your use of a Deliverable after delivery; changes made by you or a third party; third-party platforms, plugins, hosting or services; or anything in clause 18.2 or 18.4.
23.5. Any claim must be brought within 12 months of the date you became aware, or should reasonably have become aware, of the facts giving rise to it.
23.6. These limits are a fundamental part of the pricing. Without them the fees would be materially higher.
24.1. Neither party is liable for failure or delay caused by events beyond its reasonable control, including: armed conflict, invasion, mobilisation, missile and drone attacks, air raid alerts and the resulting stoppages; sustained power, internet or telecommunications outages; sanctions and export controls; natural disaster; epidemic; strike; failure or discontinuation of an essential third-party platform or service; government action; and interruption of banking or payment channels.
24.2. Part of our team is located in Ukraine. Interruptions of the kind described above are a real and recurring risk, and we plan for them: work is distributed, backed up and duplicated so that a single interruption does not stop a project. We tell you promptly if a delivery date is affected, and we agree a new date with you.
24.3. If a force majeure event continues for more than 60 consecutive days, either party may terminate on written notice, and clause 20.2 applies to what has been performed.
25.1. Our handling of your own contact data is described in our Privacy Policy.
25.2. Where a project requires us to process personal data on your behalf, for example when we migrate a database, configure a form, connect a CRM or work in your live system, you act as the controller and we act as the processor. In that case we will: process such data only on your documented instructions; keep it confidential; apply appropriate technical and organisational security measures; use sub-processors under equivalent obligations; assist you, so far as is reasonable, with requests from data subjects and with your obligations under applicable data protection law; notify you without undue delay if we become aware of a personal data breach affecting it; and delete or return it at the end of the project as you instruct.
25.3. Either party may ask for a separate data processing agreement with the specific terms required by the GDPR, the UK GDPR or the LGPD. We will sign a reasonable one at no charge.
25.4. You remain responsible for having a lawful basis for the personal data you ask us to work with, and for informing your own users.
26.1. Independent contractors. We are an independent contractor. Nothing here creates employment, partnership, joint venture, agency or exclusivity, and neither party may bind the other.
26.2. Non-exclusivity. We work with other clients, including in your sector. Nothing here prevents that, subject to clause 16.
26.3. Notices. Written notice by email to the addresses used in the project is valid and effective, and is treated as received on the next business day after sending, unless a delivery failure is received. Notices to us: agency@dndb.digital. Day to day communication may be by any channel we agree, but notices under clauses 20, 21, 22 and 24 must be by email.
26.4. Entire agreement. The Proposal, this Agreement and any Change Request are the entire agreement between us and replace anything said or written before. Neither party relies on any statement not written in them. This does not limit liability for fraud.
26.5. Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign it to a successor to substantially all of its business.
26.6. No third-party rights. Nobody other than you and us has rights under this Agreement.
26.7. Severability. If a provision is held invalid or unenforceable, the rest continues in force, and the invalid provision is replaced by the closest valid provision to the original intent.
26.8. No waiver. Not enforcing a right does not waive it.
26.9. Language. This Agreement is written in English. If we publish a translation and the versions conflict, the English version prevails, unless the applicable law requires otherwise.
26.10. Electronic acceptance. The parties agree that acceptance by the means described in clause 2, and electronic signatures, are valid and admissible, and neither party will contest their validity on the ground that they are electronic.
26.11. Contact. agency@dndb.digital
DNDB · Viktor Fediuk, Empresário Individual · CNPJ 65.396.022/0001-68 · São Paulo, Brazil · agency@dndb.digital
The Provider previously traded as D&D Partners. This document is effective from 1 September 2026.
Also: Terms of Service · Privacy Policy · Client Agreement