Terms of Service

"Agreement" refers to these Terms of Service together with any Statement of Work (SOW), order form, or engagement letter executed between the parties.

"Client," "you," or "your" refers to the entity or individual entering into this Agreement with Interspark.

"Interspark," "we," "us," or "our" refers to Interspark Inc and its affiliates.

"Services" refers to the consulting, development, hosting, security, and related services described in the applicable SOW.

"Deliverables" refers to all work product, code, documentation, and materials produced by Interspark under this Agreement.

"Confidential Information" refers to any non-public information disclosed by either party, including business plans, source code, client data, pricing, and technical specifications.

Interspark provides enterprise architecture consulting, software development, managed hosting, security monitoring, penetration testing, and infrastructure optimization services as described in each SOW.

The scope, timeline, and deliverables for each engagement are defined in the applicable SOW. Any changes to scope require written agreement from both parties.

We assign senior engineers to every engagement. Team composition may change with reasonable notice, but the seniority and quality of assigned personnel will be maintained.

Payment terms are specified in each SOW. Unless otherwise stated, invoices are due within thirty (30) days of issuance.

Subscription services are billed monthly in advance. One-time engagements (strategy sessions, penetration testing) are billed upon completion unless a different schedule is specified in the SOW.

Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

You are responsible for all taxes, duties, and levies arising from the Services, excluding taxes based on Interspark's net income.

All fees are quoted in US Dollars unless otherwise specified in writing.

Upon full payment, you own all Deliverables created specifically for your engagement, including custom code, architecture documents, and designs.

Interspark retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in providing the Services ("Interspark IP"). You receive a perpetual, non-exclusive license to use any Interspark IP incorporated into your Deliverables.

Interspark retains the right to use general knowledge, techniques, and skills acquired during the engagement, provided no Confidential Information is disclosed.

Open-source components used in Deliverables are subject to their respective licenses, which will be documented and disclosed.

Both parties agree to protect the other's Confidential Information with at least the same degree of care used to protect their own confidential information, and in no event less than reasonable care.

Confidential Information may only be disclosed to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which are protected indefinitely.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law.

Interspark warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

If Services fail to meet this warranty, your exclusive remedy is re-performance of the deficient Services at no additional cost, provided you notify us within thirty (30) days of delivery.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." INTERSPARK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

INTERSPARK'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO INTERSPARK DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and even if a party has been advised of the possibility of such damages.

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of written notice.

Subscription services may be paused or cancelled by the Client at any time with thirty (30) days written notice. No refunds are issued for partial months.

Upon termination, Interspark will deliver all completed Deliverables and work-in-progress. You must pay for all Services rendered through the date of termination.

Provisions that by their nature should survive termination will survive, including Sections 4 (Intellectual Property), 5 (Confidentiality), 6 (Warranties), and 7 (Limitation of Liability).

Interspark will indemnify and defend you against third-party claims alleging that the Deliverables infringe any intellectual property rights, provided you promptly notify us, grant us sole control of the defense, and cooperate with our reasonable requests.

You will indemnify and defend Interspark against third-party claims arising from: (a) your use of Deliverables in violation of this Agreement; (b) your content, data, or materials provided to Interspark; or (c) your violation of applicable law.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any dispute arising under this Agreement will first be subject to good-faith negotiation for thirty (30) days. If unresolved, disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

No modification of this Agreement is effective unless in writing and signed by both parties.

Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

The failure of either party to enforce any right under this Agreement shall not constitute a waiver of that right.