PART A — WEBSITE USE
1. Use of the website
You may use our Website for lawful purposes only. You must not:
- use the Website in any way that violates applicable laws or regulations
- use the Website to transmit unsolicited communications or harmful content
- attempt to gain unauthorised access to any part of the Website or its systems
- reproduce, distribute, or modify any content on the Website without our prior written consent
- use automated tools to scrape, crawl, or extract data from the Website
We reserve the right to restrict or terminate your access to the Website at any time without notice.
2. Website Content
The content on our Website is provided for general information purposes only. While we take reasonable care to ensure accuracy, we make no representations or warranties as to the completeness, accuracy, or currency of any content. Nothing on our Website constitutes legal, financial, or professional advice.
You should obtain independent advice before acting on any information on our Website. We may update, amend, or remove Website content at any time without notice.
3. Intellectual Property — Website
All content on our Website, including text, graphics, logos, and design elements, is owned by or licensed to Code Zero and is protected by Australian and international intellectual property laws.
You may view and print content from our Website for your personal, non-commercial use only. All other user equires our prior written consent.
4. Third-Party Links
Our Website may contain links to third-party websites. These links are provided for convenience only. We do not endorse, control, or take responsibility for the content or practices of any third-party website. Your use of linked websites is at your own risk.
5. Availability
We do not guarantee that our Website will be available at all times or free from errors or interruptions. We may suspend, restrict, or discontinue the Website at any time for any reason without notice.
PART B - Services
Part B applies to all engagements where Code Zero provides professional services. Where a formal services agreement exists between the parties, its terms prevail over Part B to the extent of any inconsistency.
6. Engagement of Services
Services are provided by Code Zero on the basis of a written proposal, statement of work, or written confirmation specifying the scope, deliverables, and fees for the engagement ("Project Scope"). An engagement commences when both parties have agreed to a Project Scope in writing, or where services have commenced at the client's request without a formal written agreement, in which case these Terms apply in full.
Code Zero provides services as an independent service provider. Nothing in these Terms creates a relationship of employment, partnership, joint venture, or agency between the parties.
7. Fees and Payment
7.1 Fee structures
Code Zero offers three engagement structures:
- Retainer: billed fortnightly in advance for the agreed period
- Project: billed on agreed milestones or upon completion of the Project Scope
- Milestone: billed at defined project stages as specified in the Project Scope
All fees are exclusive of GST. GST will be added to invoices where applicable.
7.2 Payment terms
Invoices are payable within seven (7) days of the invoice date unless otherwise agreed in writing.
7.3 Late payment
If payment is not received by the due date, Code Zero may:
- suspend services upon written notice until payment is received
- charge interest on overdue amounts at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic)
Suspension of services due to non-payment does not waive Code Zero's right to terminate the engagement for non-payment, and Code Zero is not responsible for any delays caused by suspension.
7.4 Disputed invoices
If you dispute an invoice, you must notify Code Zero in writing within five (5) business days of the invoice date, specifying the amount in dispute and the basis for the dispute.
Undisputed portions of any invoice remain payable by the due date.
8. Variations
Any variation to an agreed Project Scope — including additional services, changes to deliverables, or adjustmentsto timelines — must be agreed in writing prior to commencement.
Code Zero may adjust fees, timelines, and deliverables to reflect the variation.
9. Delivery and Acceptance
A Project Scope will be deemed complete upon delivery of the agreed deliverables. The client must provide written feedback or acceptance within five (5) business days of delivery. If no feedback is received within this period, the deliverables will be deemed accepted.
Code Zero is not responsible for delays caused by the client, including delays in providing materials, access, approvals, or feedback. Any such delay may result in adjustments to timelines and fees.
10. Client Responsibilities
The client warrants that:
- all information, materials, and content provided to Code Zero are accurate, complete, and up to date
- it holds all necessary rights to provide such materials and that their use by Code Zero will not infringe any third-party rights
- it will provide timely access, decisions, and approvals required for Code Zero to deliver the services
- it will comply with all applicable laws in connection with the engagement
11. Intellectual Property
11.1 Deliverables
Upon receipt of full payment of all fees for a Project Scope, Code Zero assigns to the client ownership of the final deliverables created specifically for that Project Scope, to the extent that Code Zero has the right to do so.
11.2 Code Zero IP
Code Zero retains ownership of all underlying methodologies, frameworks, templates, processes, tools, know-how, and pre-existing intellectual property used in the delivery of services. Nothing in these Terms transfers ownership of Code Zero IP to the client.
11.3 Third-party IP
Where deliverables incorporate third-party intellectual property (including open-source software, stock imagery, or licensed fonts), the client's use of such content is subject to the relevant third-party licence terms. Code Zero will identify material third-party IP in the Project Scope where practicable.
11.4 Portfolio use
Code Zero may reference completed work for portfolio, marketing, and promotional purposes unless the client has requested otherwise in writing prior to commencement of the engagement.
11.5 Client content
The client grants Code Zero a non-exclusive licence to use content, materials, and information provided by the client solely for the purpose of delivering the services under the relevant Project Scope.
12. Confidentiality
Each party must keep confidential all proprietary or sensitive information obtained from the other party in connection with an engagement ("Confidential Information"), and must not disclose it to any third party without the other party's prior written consent, except:
- to employees or contractors who need to know it for the purposes of the engagement and are bound by equivalent confidentiality obligations
- as required by law or a courtor regulatory order
This obligation survives termination of the engagement. It does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party can demonstrate was independently developed or already known.
13. Third-Party Platforms and Tools
Where services involve third-party platforms, software, or tools:
- the client is responsible for all third-party licensing, subscription, and access costs unless otherwise agreed in writing
- Code Zero is not responsiblefor failures, outages, changes, or limitations of third-party systems
- Code Zero does not warrant the performance, security, or continued availability of third-party platforms
Code Zero will notify the client of any material third-party dependencies prior to commencement of a Project Scope where practicable.
14. Subcontracting
Code Zero may engage employees, contractors, or third-party service providers to assist in delivering services. Code Zero remains responsible for the management, supervision, and delivery of all services provided under these Terms, regardless of who performs the work.
15. Limitation of Liability
15.1 Cap on liability
To the maximum extent permitted by law, Code Zero's total liability to the client arising from or in connection with any engagement — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees paid or payable by the client for the relevant Project Scope.
15.2 Exclusion of consequential loss
To the maximum extent permitted bylaw, Code Zero is not liable for any indirect, consequential, special, orpunitive loss or damage, including loss of profit, revenue, opportunity, data, goodwill, or business.
15.3 Australian Consumer Law
Nothing in these Terms limits or excludes any rights or guarantees that cannot lawfully be excluded under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010(Cth)). Where Code Zero is liable for a failure to comply with a consumer guarantee, and the relevant services are not of a kind ordinarily acquired for personal, domestic, or household use, Code Zero's liability is limited to resupplying the services or paying the cost of having the services resupplied.
15.4 No guarantee of outcomes
Code Zero provides services based on professional expertise and judgment. The client acknowledges that commercial, financial, or operational outcomes may be influenced by factors outside Code Zero's control, and Code Zero does not warrant or guarantee any specific results.
16. Termination
16.1 Termination by notice
Either party may terminate an engagement by providing fourteen (14) days written notice to the other party.
16.2 Termination for breach
Code Zero may terminate an engagement immediately by written notice if:
- the client fails to make payment by the due date and does not remedy the failure within seven (7) days of written notice
- the client commits a material breach that is incapable of remedy
- the client commits a material breach capable of remedy and fails to remedy it within seven (7) days ofwritten notice
16.3 Consequences of termination
Upon termination:
- the client must pay for all work performed up to the date of termination, including the value of work in progress
- fees for committed milestones, booked resources, or non-cancellable work forming part of the Project Scope remain payable
- Code Zero will deliver all completed deliverables for which full payment has been received
Clauses relating to intellectual property, confidentiality, limitation of liability, payment, and any other provisions intended by their nature to survive termination continue in fullforce and effect.
17. Force Majeure
Neither party is liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government action, or failure of third-party infrastructure.
The affected party must notify the other party promptly and take reasonable steps to minimise the impact.
18. Privacy
Code Zero handles personal information in accordance with its Privacy Policy, available at codezero.com.au/privacy. By engaging Code Zero's services, you consent to the collection and use of personal information as described in that policy.
19. Governing Law
These Terms are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria for any dispute arising in connection with these Terms or any engagement.
20. Dispute Resolution
If a dispute arises in connection with these Terms or an engagement, the parties agree to attempt to resolve it through good-faith negotiation before commencing legal proceedings. Either party may initiate this process by giving written notice of the dispute to the other party. If the dispute is not resolved within twenty (20) business days of that notice, either party may pursue other remedies. Nothing in this clause prevents a party from seeking urgent injunctive or equitable relief.
21. General
Entire agreement: These Terms, together with any Project Scope or services agreement, constitute the entire agreement between the parties in relation to its subject matter and supersede all prior understandings, representations, and agreements.
Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be severed and the remaining provisions continue in full force and effect.
Waiver: A failure or delay by either party to exercise any rightor remedy does not constitute a waiver of that right or remedy.
Assignment: The client must not assign or transfer any rights orobligations under these Terms without Code Zero's prior written consent. CodeZero may assign its rights and obligations to a related body corporate or in connection with a sale of its business.
Amendments: Code Zero may update these Terms from time to time. The current version will be published on our Website. Continued use of our Website or services after an update constitutes acceptance of the revised Terms.
Non-exclusivity: Code Zero may provide services to other clients during the term of any engagement.
22. Contact
For questions about these Terms, please contact:
Code Zero Group Pty Ltd
ACN: 695 885 753
Email: hello@codezero.com.au
Website: codezero.com.au
