OwlMeans Services — Terms of Engagement

Effective Date: 30 May 2026 Last Updated: 30 May 2026

Plain-Language Summary (non-binding). This summary is provided for convenience only and does not form part of, modify, or limit the binding terms set out below. In short: these terms govern turnkey product development, in which OwlMeans builds software for you from product management through delivery. They are separate from the self-serve Platform terms. Work is scoped in a Statement of Work or in an online booking; upon full payment you own the delivered code and deliverables, which ship with tailored agent skills and metadata so that you may continue development with any coding agent; and there are two ways to pay — a custom agreement for larger engagements, or book-and-pay-by-card via Stripe for small scoped tasks. Where this summary and the binding text below differ, the binding text governs.

1. Preamble; Scope and Relationship to Other Agreements

1.1. These Services Terms of Engagement (these “Services Terms”) govern the professional product-development services (the “Services”) provided by OwlMeans Software JDG (full name: Igor Tkachenko OwlMeans Software JDG), a sole proprietorship (jednoosobowa działalność gospodarcza) established under the laws of the Republic of Poland, holding tax identification number (NIP) 6772507251 and statistical number (REGON) 527979906, having its registered address at ul. Ariańska 9/5, 31-505 Kraków, Poland (“OwlMeans”, the “Company”, “we”, “us”, or “our”), to the natural or legal person that engages OwlMeans to perform the Services (the “Client”, “you”, or “your”).

1.2. These Services Terms are separate and distinct from the Platform Subscription Agreement, and the Client is not required to subscribe to or use the OwlMeans Platform in order to engage the Services. Capitalized terms used but not defined in these Services Terms shall have the meanings ascribed to them in the Terms and Conditions.

1.3. In the event of any conflict or inconsistency concerning the Services as between a duly executed Statement of Work, these Services Terms, and the Terms and Conditions, such instruments shall govern in the following order of precedence: first, the executed Statement of Work; second, these Services Terms; and third, the Terms and Conditions.

2. Description of the Services

2.1. OwlMeans provides turnkey product development, comprising product management, scoping, architecture, development, and quality assurance, with the object of delivering a working, maintainable, full-stack TypeScript application.

2.2. Each engagement is designed for independent maintainability. Accordingly, the Deliverables (as defined below) shall ship with tailored agent skills and optimized project metadata, in order that the Client may continue development of the Deliverables by means of Claude Code, GitHub Copilot, the OwlMeans Platform, or any other coding agent, including lower-cost and open-source large-language-model agents.

3. Definitions

3.1. “Statement of Work” or “SOW” means a written document, executed by or agreed between the parties, that describes the scope, Deliverables, timeline, fees, assumptions, and other terms applicable to a particular engagement.

3.2. “Booking” means an online order by which the Client defines a small, scoped task by reference to a description of the task and an allocation of booked time, in lieu of a full Statement of Work.

3.3. “Deliverables” means the application source code, the tailored agent skills, the project metadata, and the other work product created by OwlMeans specifically for the Client pursuant to an SOW or a Booking, excluding the Retained Materials.

3.4. “Retained Materials” means OwlMeans’ pre-existing tools, methods, know-how, generators, templates, frameworks, and general-purpose components, together with all modifications, enhancements, and derivatives thereof that are of general application and do not embody the Client’s Confidential Information.

3.5. “Confidential Information” means non-public information disclosed by one party to the other, whether orally, in writing, or by other means, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

4. Scoping of Engagements

4.1. Statement of Work. Larger engagements shall be defined in a written SOW describing the scope, Deliverables, timeline, fees, and assumptions. The SOW, together with these Services Terms, shall constitute the agreement governing that engagement.

4.2. Booking. Small, scoped tasks may be defined by a Booking in lieu of a full SOW.

4.3. Changes to scope. Any change to the agreed scope shall be effected by a written change request or by a new Booking, and any such change may affect the fees and the timeline applicable to the engagement.

5. Commercial Paths and Payment

5.1. The Client may engage the Services by either of the following two commercial paths:

5.1.1. Custom payment agreement (larger engagements). The fees, milestones, and payment schedule shall be set forth in the SOW or in a separate order form. Invoices shall be payable in accordance with the terms of the SOW. Commencement of the Services shall ordinarily follow the execution of the SOW and the payment of any deposit required thereunder.

5.1.2. Booking with payment by card (small scoped tasks). For focused tasks, the Client may book time and pay by card by means of Stripe, Inc. at the time of Booking. Payment shall secure the booked time. Inasmuch as these are scheduled, time-boxed engagements, the cancellation and refund provisions of Section 9 shall apply.

5.2. All fees are exclusive of taxes, duties, levies, and similar governmental assessments, for which the Client shall be responsible, save for taxes assessed upon the net income of OwlMeans.

6. Client Responsibilities

6.1. The Client shall provide, in a timely manner, such access, information, decisions, approvals, and materials as are reasonably necessary for OwlMeans to perform the Services, and shall obtain and maintain all rights, licenses, and consents necessary in respect of any materials furnished by the Client to OwlMeans.

6.2. The Client acknowledges that any delay in the provision of Client inputs may affect the timeline and the fees applicable to the engagement.

7. Acceptance of Deliverables

7.1. Unless the applicable SOW provides otherwise, each Deliverable shall be deemed accepted upon delivery and upon the earlier of (a) the Client’s written approval thereof, or (b) the expiry of a period of seven (7) days following delivery without the Client having given written notice of rejection specifying particular and reproducible defects. OwlMeans shall use good-faith efforts to remediate any such defect that falls within the agreed scope.

8. Intellectual Property and Ownership

8.1. Assignment to the Client. Upon, and conditional upon, the Client’s payment in full of the fees due in respect of the applicable SOW or Booking, OwlMeans hereby assigns, and shall be deemed to have assigned, to the Client all right, title, and interest, including all intellectual-property rights, in and to the Deliverables created for the Client, comprising the application source code, the tailored agent skills, and the project metadata, save and except for the Retained Materials.

8.2. Retained Materials. OwlMeans retains all right, title, and interest in and to the Retained Materials. To the extent that any Retained Materials are embedded in or are necessary to the use of the Deliverables, OwlMeans hereby grants to the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, run, reproduce, modify, and maintain such Retained Materials solely as incorporated within the Deliverables, in order that the Client may fully use, operate, modify, and maintain the delivered software.

8.3. Third-party and open-source components. Any third-party and open-source components shall remain subject to their respective licenses, and the Client shall be responsible for compliance with the terms of such licenses.

8.4. Retention of title pending payment. Until payment in full has been received by OwlMeans in respect of the applicable SOW or Booking, OwlMeans shall retain all right, title, and interest in and to the Deliverables.

9. Cancellation, Refunds, and Rescheduling

9.1. Booked tasks (payment by card). The Client may reschedule or cancel a booked session up to the cut-off time stated at the time of Booking (by way of illustration, twenty-four (24) to forty-eight (48) hours prior to the scheduled commencement) and thereby receive a refund or a credit. Cancellations occurring after the applicable cut-off, and failures to attend, may be treated as non-refundable in order to compensate OwlMeans for the reserved time. The applicable cancellation window shall be displayed at the time of Booking.

9.2. SOW engagements. Cancellation, termination fees, and refunds in respect of work in progress shall be governed by the applicable SOW. In all cases, fees in respect of Services already performed, together with non-cancellable third-party costs reasonably incurred, shall be payable by the Client.

10. Confidentiality

10.1. Each party shall protect the Confidential Information of the other party using no less than a reasonable degree of care, shall use such Confidential Information solely for the purpose of performing or receiving the Services, and shall not disclose such Confidential Information except to those of its personnel, advisers, and subcontractors who have a need to know the same and who are bound by obligations of confidentiality no less protective than those set out herein. The obligations of this Section shall survive the termination or expiry of the engagement.

11. Warranties and Disclaimers

11.1. OwlMeans warrants that the Services shall be performed in a professional and workmanlike manner consistent with the agreed scope.

11.2. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 11.1 AND ANY EXPRESS WARRANTY CONTAINED IN A DULY EXECUTED SOW, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND OWLMEANS HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. The Client acknowledges that output produced with the assistance of artificial intelligence should be reviewed and tested by the Client prior to use in production.

12. Limitation of Liability

12.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH AN ENGAGEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF OWLMEANS ARISING OUT OF OR IN CONNECTION WITH ANY ENGAGEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO OWLMEANS IN RESPECT OF THAT ENGAGEMENT.

12.3. Nothing in these Services Terms shall operate to exclude or limit the liability of either party to the extent that such liability cannot be excluded or limited under Applicable Law.

13. Independent Contractor

13.1. OwlMeans performs the Services in the capacity of an independent contractor. Nothing in these Services Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties, and neither party shall have the authority to bind the other.

14. Term, Termination, and Survival

14.1. These Services Terms shall apply to each engagement until such engagement is completed or is terminated in accordance with the applicable SOW or Booking.

14.2. Either party may terminate an engagement upon a material breach by the other party that remains uncured for a reasonable period following written notice thereof.

14.3. The provisions of Sections 8 (in respect of Deliverables paid for in full), 10, 11, 12, and this Section 14.3, together with any provision that by its nature is intended to survive, shall survive the termination or expiry of any engagement.

15. Governing Law

15.1. These Services Terms shall be governed by, and construed in accordance with, the laws of the Republic of Poland, without regard to its conflict-of-laws principles, save where a duly executed SOW specifies otherwise. Nothing in this Section shall deprive the Client of the benefit of any mandatory protections afforded to it under the law of its place of habitual residence.

16. Relationship to Other Agreements

16.1. These Services Terms are separate from the Platform Subscription Agreement. The Privacy Policy governs the processing of Personal Data carried out by OwlMeans in the course of delivering the Services. In the event of any conflict concerning services matters, a duly executed SOW shall prevail, followed by these Services Terms.

17. Contact

17.1. To commence an engagement or to book a task, the Client may contact OwlMeans Software JDG by electronic mail at support@owlmeans.com, or by post to OwlMeans Software JDG, ul. Ariańska 9/5, 31-505 Kraków, Poland.