Scope of these terms
These terms govern any engagement with Zaproo OÜ unless a signed master services agreement says otherwise. By accepting a quote, signing a statement of work, or paying an invoice, you accept these terms for that engagement.
How engagements work
Every engagement starts with a written scope. We do not start work without one. The scope describes:
- What we will ship — concrete deliverables, not slides.
- The timeline, with milestones we commit to.
- The fee, either fixed or as a retainer rate.
- Who from your team owns sign-off at each milestone.
Payment & invoicing
Fixed-scope projects: 30% on acceptance of the scope, 40% at the agreed mid-point milestone, 30% on go-live. Retainers: monthly in advance, invoiced on the first business day of the month. Payment terms are 14 days net. Estonian VAT applies where due.
Intellectual property
Code we write specifically for your engagement is assigned to you on payment of the relevant invoice. We retain a non-exclusive licence to use it internally and to inform future work. Pre-existing tools and frameworks we maintain (for example, the Zaproo Storefront Box) remain ours and are licensed to you for the duration of the engagement.
Confidentiality
We treat everything we learn about your business as confidential, indefinitely. We sign NDAs when asked. We do not publicise an engagement without your explicit, written consent — and even then, only the parts you approve.
Liability
Our total liability for any engagement is capped at the fees paid by you under that engagement in the 12 months preceding the claim. We do not exclude liability for fraud, wilful misconduct, or anything else that cannot be excluded under Estonian law. We strongly recommend that you carry your own commercial insurance.
Warranty & support
We warrant work to be free of material defects for 90 days from delivery. Any bug we introduce inside that window is fixed at no extra cost. Beyond 90 days, support is delivered under a retainer.
Termination
Either party can terminate a retainer with 30 days' written notice. Fixed-scope projects can be terminated by you at any time; you pay for work done up to the point of termination, and we hand over what we have built.
Governing law
These terms are governed by the laws of the Republic of Estonia. Disputes go to the Harju County Court unless we agree otherwise in writing.