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Last updated: October 19, 2026
These Terms of Service ("Terms") apply to the services of ZR code, a sole proprietorship and independent contractor based in Toronto, Ontario, Canada, unless a separate written agreement with the client says otherwise. By requesting an estimate, approving a proposal or ordering services you accept these Terms. If you do not agree with them, please do not order our services.
We provide web design, development, support and related services. The scope, priorities and estimated hours of each Project or task are agreed in writing (email or Proposal) before the work starts. Estimates are free of charge. Work outside the agreed scope is a change request: we describe it and its estimated hours, and begin it after your written approval (email is enough). Small urgent corrections may be started at once at your request, and we will tell you about the time spent.
We work as an independent contractor, not as an employee of the Client. We choose the methods, tools and schedule of the work and are responsible for our own taxes. We may work for other clients at the same time. Nothing in these Terms creates employment, partnership, joint venture or agency, and neither party can bind the other.
The Client provides timely feedback, content, materials and access needed for the work, and confirms that it has the right to use all materials it provides, including text, images, logos, data and licences. The Client is responsible for the lawful use of the finished website, including its own legal notices, product information and compliance with laws that apply to its business. Delays on the Client side may move deadlines.
Where it fits the Project, we show the work on a test server before launch so that you can review it and give feedback. Launch means the date when the Deliverables are published on the Client's live environment or handed over to the Client. If you do not respond to a request for feedback or approval within a reasonable time, we may treat the work shown as approved and move on to the next step.
Websites depend on Third-Party Services. We do not own or control them and are not responsible for their availability, changes, prices, security or terms. The Client pays for them (or we invoice them at cost, see section 4) and accepts their terms. Updates, discontinuation or changes in a platform, plugin or hosting may affect the Deliverables; work needed to adapt to them is billed hourly.
Both parties keep confidential the non-public information received from the other party and use it only for the Project. This does not apply to information that is public, was already known to the receiving party, or must be disclosed by law. Access details are stored securely and are not shared with third parties. Personal information is handled under our Privacy Policy.
We fix defects in our own work reported within 14 days after launch at no charge. Changes of scope, new features, issues caused by Third-Party Services, updates, hosting or changes made by others are billed hourly. Except as stated in this section, the Services and Deliverables are provided "as is", and to the extent the law allows we give no other warranties or conditions, including fitness for a particular purpose, uninterrupted operation or a particular business result (such as sales, traffic or search rankings).
To the extent permitted by law, our total liability for any claim related to the Services is limited to the amounts paid by the Client for the Services in the 3 months before the claim. We are not liable for indirect or consequential losses, lost profits, lost revenue or lost data. The Client is responsible for keeping its own backups. Nothing in these Terms limits liability that cannot be limited under applicable law.
The Client will compensate us for losses, damages and reasonable costs arising from a third-party claim that the materials the Client provided, or the Client's use of the Deliverables contrary to these Terms or the law, infringe a right of that third party or break the law. We will tell the Client about such a claim promptly, and the parties will cooperate in its defence.
Either party may end the work with 14 days written notice (email is enough). We may also pause or end the work immediately if the Client seriously breaks these Terms, for example by not paying or by providing materials it has no right to use. The Client pays for all hours worked and expenses incurred up to the end date; delivered and paid work is handed over. Sections that by their nature should continue (payment, intellectual property, confidentiality, limitation of liability, indemnity, governing law) survive the end of the work.
Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as illness, power or Internet outage, failure of a hosting or platform provider, war, natural disaster or an act of government. The affected party tells the other party and resumes the work as soon as it can.
We communicate by email, phone and messengers. Notices under these Terms may be given by email to the address the other party uses for the Project, and are considered received on the next business day after sending. You agree that electronic documents and signatures, including approvals by email, are valid.
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. Disputes are first resolved by good-faith negotiation, then by the courts of Ontario in Toronto.
If a provision of these Terms is found invalid or unenforceable, the rest stays in force and the provision is replaced by the closest valid one. A party's failure to enforce a right is not a waiver of it.
These Terms together with the Proposal and any written agreement signed by both parties are the entire agreement for the Services and replace earlier discussions about them. If they conflict, the signed agreement prevails, then the Proposal, then these Terms. The Client may not assign its rights or obligations without our written consent.
These Terms are published in English, Ukrainian and Russian. If the versions differ, the English version prevails.
We may update these Terms. The current version is always published on this page with the date of the last update. A change does not affect a Project already agreed in writing unless both parties agree to it.
ZR code, 504-1500 Bathurst Street, Toronto, Ontario, Canada, info@zr-code.com. Meetings by appointment only. No walk-ins, please call or email first.
