1. Acceptance of Terms
By accessing the Digital Spark website, requesting a consultation, or engaging our services, you agree to be bound by these Terms of Service ("Terms"). If you are acting on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
2. Services Overview
Digital Spark provides enterprise consulting and technology services, including but not limited to: HR & compensation management, custom software development, website development, application integration, business transformation, change management, cybersecurity & data privacy, strategic management, turnaround & restructuring, and revenue growth consulting. Specific deliverables, timelines, and responsibilities are defined in individual Statements of Work (SOWs) or Service Agreements.
3. Client Responsibilities
To ensure successful delivery, clients agree to:
- Provide accurate, timely, and complete information required for project execution
- Designate authorized points of contact and decision-makers
- Grant necessary access to systems, data, and personnel in a secure manner
- Review deliverables within agreed timeframes and provide constructive feedback
- Comply with all applicable laws and regulations when using our services
4. Intellectual Property
Digital Spark retains ownership of pre-existing tools, frameworks, methodologies, and proprietary software. Upon full payment, clients receive a non-exclusive, perpetual license to use custom deliverables specifically developed for their organization. Source code, configurations, and documentation transfer according to the terms outlined in the applicable SOW. Neither party may use the other's trademarks, logos, or branding without prior written consent.
5. Confidentiality & Data Protection
Both parties agree to maintain the confidentiality of proprietary, financial, and technical information exchanged during engagements. Digital Spark implements reasonable security measures consistent with industry standards. Client data remains the property of the client. We process data only to fulfill service obligations, unless otherwise required by law or explicitly authorized.
6. Fees, Payment & Invoicing
Fees are structured per project, retainer, or hourly engagement as specified in the SOW. Invoices are issued according to agreed milestones or billing cycles and are due within 30 days of receipt. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. Digital Spark reserves the right to pause services for accounts past due by more than 45 days.
7. Limitation of Liability
To the maximum extent permitted by law, Digital Spark shall not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption. Our total liability arising from or related to these Terms or any engagement shall not exceed the total fees paid by the client to Digital Spark in the twelve (12) months preceding the claim.
8. Disclaimer of Warranties
Services are provided "as is" and "as available." Digital Spark does not guarantee uninterrupted, error-free, or completely secure operations. We make no warranties regarding third-party software, integrations, or external systems beyond our direct control. Outcomes depend on client cooperation, market conditions, and existing infrastructure.
9. Indemnification
Each party agrees to indemnify, defend, and hold harmless the other from claims, damages, or expenses arising from: (a) breach of these Terms, (b) negligence or willful misconduct, or (c) violation of applicable laws or third-party rights. Client indemnification extends to unauthorized use of deliverables or failure to comply with licensing terms.
10. Term & Termination
These Terms remain in effect while you use our website or engage our services. Either party may terminate an engagement for material breach with 30 days' written notice, provided the breach remains uncured. Upon termination, outstanding fees become immediately due, and both parties will return or securely destroy confidential materials as required.
11. Governing Law & Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in San Francisco County, California. Parties agree to attempt good-faith negotiation before initiating formal proceedings.
12. Modifications & Severability
Digital Spark may update these Terms at any time by posting the revised version on our website. Continued use constitutes acceptance. If any provision is found unenforceable, the remaining provisions will continue in full force and effect.
13. Contact Information
For questions regarding these Terms, billing, or service agreements, contact us at:
Email: legal@digitalspark.ca