Sparq IT Services

Effective date: 10 Nov 2025

These Terms and Conditions (“Terms”) govern your use of the website and services of Sparq IT Services (“Sparq”, “we”, “us”, “our”). By accessing our website, requesting a quote, or engaging us for any service, you agree to these Terms.

Company details

• Legal entity: Sparq IT Services, a sole proprietorship owned by Abdul Waheed
• Founder and primary project lead: Afzal Hameed
• Registered office: Kursi Road, Lucknow, Uttar Pradesh, India
• Preferred currency: INR (₹)
• Business hours: Mon–Sat, 10:00–18:00 IST (excluding Indian public holidays)

Note: This document is an industry‑standard template tailored for Sparq IT Services and is not legal advice. Please consult your legal counsel before relying on it.

1) Scope of Services

We provide end‑to‑end digital services, including but not limited to:

• Web design and development (WordPress, custom, Shopify, WooCommerce, Magento 2)
• Mobile app development (React Native/Flutter), backend/APIs
• E‑commerce builds and marketplace services (Amazon, Flipkart, Meesho, eBay, Etsy, etc.)
• SEO (technical, local, national), content production
• PPC ads (Google Ads, Meta/Facebook/Instagram, Amazon Ads)
• Social media management and content
• Email marketing (Klaviyo, Mailchimp, HubSpot) and marketing automations (Zapier/Make)
• Analytics and tracking (GA4, GTM), dashboards
• YouTube channel setup, management, and video SEO
• WhatsApp/SMS/chatbots/CRM consulting and implementation
• Branding, graphic design, video editing, photography, PR & communications

Specific deliverables, timelines, and pricing are defined in a written proposal, quote, or Statement of Work (“SOW”). If these Terms conflict with an SOW, the SOW prevails for that project.

2) Engagement Process

• Discovery: We gather requirements and may propose a paid discovery/scope exercise.
• Proposal/SOW: Outlines scope, milestones, timeline, fees, assumptions, and exclusions.
• Acceptance: Written acceptance (email/message) or payment of an invoice constitutes agreement to the SOW and these Terms.

3) Fees, Taxes, and Payment Terms

• Currency: INR. Listed prices exclude GST/withholding taxes, ad spend, media budgets, DLT/communication credits, platform fees, premium themes/plugins/apps, stock assets, fonts, and any third‑party charges.
• Billing model:
  • Projects: 50% upfront (non‑refundable), 50% before launch/hand‑over.
  • Retainers: Billed monthly in advance; cancellation requires 30 days’ written notice.
  • Hourly work: 1‑hour minimum, then in 30‑minute increments.
• Invoices: Due within 7 calendar days unless otherwise agreed in writing.
• Late payments: We may pause work after 5 days overdue. Interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs.
• Bank charges/FX fees: Client is responsible for all incoming bank and gateway fees. If withholding tax applies, gross up so we receive the full invoiced amount.
• Expenses: Pre‑approved out‑of‑pocket costs billed at cost plus 10% admin.

4) Changes, Revisions, and Out‑of‑Scope

• Revisions: Unless stated otherwise, each milestone includes up to 2 rounds of reasonable revisions. Additional rounds or new features are charged at our current hourly/day rates.
• Change requests: Any change to agreed scope/timelines will be estimated and approved via change order before execution.
• Client delays: If client feedback/content is delayed more than 10 business days, we may re‑schedule the timeline and charge a reactivation fee.

5) Client Responsibilities

You agree to:

• Provide accurate and timely content, approvals, product data, brand assets, access credentials, and legal/compliance guidance.
• Ensure you have all rights and permissions to materials you supply. You warrant that your materials do not infringe any rights and comply with applicable laws and platform policies.
• Designate a single point of contact empowered to provide approvals and decisions.
• Maintain backups and security for your systems unless a paid maintenance plan explicitly includes these.

6) Deliverables, Acceptance, and Launch

• Test/preview: We provide staging previews where applicable.
• Acceptance: Deliverables are deemed accepted on the earlier of (a) written sign‑off, or (b) 5 business days after delivery without a written list of material issues.
• Launch/hand‑over: Final payment is due before launch, DNS cutover, app store submission, or transfer of admin ownership.
• Warranty: 15‑day post‑launch defect remediation window for bugs that deviate from the accepted scope (content updates, new features, third‑party failures, or browser/OS changes are excluded).

7) Intellectual Property and Licensing

• Pre‑existing IP: Each party retains ownership of its pre‑existing IP, tools, templates, and know‑how. We may reuse generalized learnings and non‑confidential know‑how in future work.
• Final deliverables: Upon full and final payment, you receive a worldwide, royalty‑free, perpetual license to use the final deliverables for your business purposes, excluding third‑party assets licensed under their own terms (themes, plugins, fonts, stock media, SDKs, APIs).
• Working files: Layered design/source files and raw footage are not included unless explicitly stated in the SOW.
• Open‑source & third‑party: Where open‑source or third‑party components are used, their licenses control. You agree to comply with those licenses.

8) Subcontractors and Non‑Solicitation

• Subcontracting: We may engage vetted freelancers/subcontractors. We remain responsible for the work.
• Non‑solicitation: You agree not to directly hire or solicit our personnel or subcontractors engaged on your project for 12 months after the last invoice, without our written consent.

9) Third‑Party Accounts, Hosting, and Platforms

• Accounts: You are responsible for your accounts (domains, hosting, app stores, ad platforms, marketplaces, email/SMS, CRM, DLT registrations). We may request admin or developer access.
• Uptime and data loss: Third‑party uptime, data retention, and outages are outside our control. We are not liable for downtime, data loss, or recovery costs stemming from third‑party services.
• Policy changes: Platforms frequently change UI, APIs, and policies. Such changes may require additional paid work.

10) Service‑Specific Disclaimers

• SEO: Search rankings and traffic fluctuate and cannot be guaranteed. Indexing and results depend on search engine algorithms and your content, competition, and site health.
• PPC/Ads: Results, costs, and approvals are not guaranteed. You are responsible for ad budgets paid directly to platforms. We do not warrant specific ROAS/CPA.
• Social media: Follower growth, verification, and engagement are not guaranteed; platform decisions are final.
• Email/SMS/WhatsApp: You must comply with consent, anti‑spam, DLT, and sender policies. Deliverability depends on sender reputation and recipient servers.
• Marketplaces (Amazon/Meesho/Flipkart/eBay/Etsy, etc.): Compliance with listing policies, product safety, taxes, shipping, and seller performance is your responsibility. We cannot guarantee approvals or prevent suspensions. Reinstatement assistance is best‑efforts only.
• E‑commerce claims: You are solely responsible for the accuracy, legality, and safety of your product claims, pricing, and content.
• Development compatibility: Unless otherwise stated, we target the latest two stable versions of major browsers and current mobile OS versions. Older or niche environments may be treated as additional scope.

11) Data Protection, Privacy, and Security

• Roles: For personal data you control, we typically act as a “processor/service provider” on your instructions.
• Compliance: We will implement reasonable technical and organizational measures appropriate to the services and will process personal data in accordance with applicable law (including India’s DPDP Act, 2023 and, where relevant, GDPR/CCPA).
• Confidentiality: Both parties will keep confidential information secret and use it only for the engagement. We may disclose to personnel/subcontractors under similar obligations.
• Incidents: If we become aware of a personal‑data incident relating to our services, we will notify you without undue delay and cooperate as reasonably required.
• International transfers: Some tools/vendors may process data outside India. By using those tools, you authorize such transfers subject to their terms.
• Retention: We retain project data for a reasonable period and then securely delete or archive it, unless longer retention is required by law or to protect our legal interests.

12) Support and Maintenance

• Unless you purchase a care/maintenance plan, ongoing updates, monitoring, backups, patches, renewals, and security hardening are not included.
• Typical response targets (care plan clients, business hours):
  • Critical (site down, checkout down): initial response within 4 business hours.
  • High (major feature broken): 1 business day.
  • Normal/Minor: 2–3 business days.
    Targets are not guarantees and may vary by plan/SOW.

13) Publicity and Portfolio

• Unless you object in writing, we may display your name/logo and non‑confidential project visuals in our portfolio, proposals, and case studies, and include a discreet “Designed/Developed by Sparq IT Services” credit link in website footers (removal available for an additional fee or as agreed).

14) Warranties and Disclaimers

• Mutual warranties: Each party warrants it has the right to enter this agreement.
• Client warranties: You own or have licensed all materials you provide and your products/services are lawful.
• Disclaimer: Except as expressly stated, services and deliverables are provided “as is” without warranties of merchantability, fitness for a particular purpose, non‑infringement, or uninterrupted/ error‑free operation.

15) Limitation of Liability

To the maximum extent permitted by law:

• We are not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, or business.
• Our total aggregate liability arising out of or related to the services is limited to the amounts you paid to us for the specific SOW giving rise to the claim in the 3 months preceding the event.

16) Indemnification

You will indemnify and hold us, our owner, founder, personnel, and subcontractors harmless from claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your content, data, products, or marketing claims;
• Your breach of these Terms or applicable laws/platform policies;
• Use of deliverables contrary to our instructions or outside the agreed scope.

17) Term, Suspension, and Termination

• Term: These Terms apply to your website use and each SOW during its term.
• Suspension: We may suspend services for non‑payment, suspected fraud/abuse, legal risk, or platform policy violations.
• Termination for convenience: Either party may terminate a retainer with 30 days’ written notice.
• Termination for cause: Either party may terminate if the other materially breaches and fails to cure within 10 business days after written notice.
• Effect: You must pay for work performed, committed third‑party costs, and any agreed termination fees. Deposits are non‑refundable.

18) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, strikes, government actions, widespread outages).

19) Compliance and Acceptable Use

You will not use our services to create, host, or distribute unlawful, harmful, or infringing material; to violate privacy or publicity rights; or to engage in deceptive, abusive, or misleading marketing.

20) Notices

Notices may be delivered by email to the addresses provided in the SOW or via ticketing/project tools acknowledged by both parties, and are deemed received upon sending if no bounce is received.

21) Dispute Resolution and Governing Law

• Governing law: Laws of India.
• Jurisdiction: Courts at Lucknow, Uttar Pradesh, India shall have exclusive jurisdiction.
• Optional arbitration: If agreed in writing, disputes may be referred to a sole arbitrator in Lucknow under the Arbitration and Conciliation Act, 1996. Proceedings in English. Interim injunctive relief may be sought in courts.

22) Assignment and No Partnership

You may not assign or transfer your rights/obligations without our written consent. Nothing creates a partnership, joint venture, or employment relationship.

23) Changes to These Terms

We may update these Terms by posting a revised version on our website. Material changes will apply to new SOWs or renewals. Continued use of services after changes constitutes acceptance.

24) Order of Precedence

If there is a conflict, the order is: (1) SOW (including change orders), (2) these Terms, (3) any other documents referenced.

25) Contact

For questions about these Terms or to send notices, contact Sparq IT Services, Kursi Road, Lucknow, Uttar Pradesh, India