Terms of Service

1. Acceptance of Terms

By accessing or using the Cr3ativeSparx website (https://cr3ativesparx.io), submitting an inquiry, or entering into a services agreement with Cr3ativeSparx ("we," "us," or "our"), you ("Client" or "you") agree to be bound by these Terms of Service and our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree, do not use this website or engage our services.

2. Our Services

Cr3ativeSparx is a remote-first systems intelligence studio serving teams across the US. We design, build, and operate data, logic, and execution layers that replace manual operations inside growing businesses ("Services"). Services are delivered through scoped engagement sprints as described in a Statement of Work ("SOW") or proposal agreed upon by both parties.

Submitting a contact form, booking a discovery call, or requesting a proposal does not create a client relationship or any obligation on either party. A binding engagement begins only when both parties have executed a written agreement or SOW and the initial payment has been received.

3. Client Engagements & Sprints

Sprint Structure

Our work is delivered in fixed-scope, fixed-timeline sprints (typically 20 days). Each sprint is governed by a separate SOW that defines the deliverables, timeline, payment schedule, and any specific terms applicable to that engagement.

Client Responsibilities

Successful delivery depends on timely collaboration. You agree to:

• Provide access to required systems, credentials, and data within the timeframes specified in the SOW.
• Designate a primary point of contact who has authority to make decisions during the sprint.
• Respond to requests for feedback, approvals, and clarification within 2 business days unless otherwise agreed.
• Ensure that any third-party materials, data, or assets you provide do not infringe on the rights of others.

Delays caused by late client input may affect the delivery timeline. We will notify you if a delay is material and work with you to adjust the schedule where possible, but we are not liable for missed deadlines resulting from client-side delays.

Scope Changes

Any changes to the agreed scope of work must be documented in a written change order signed by both parties. Additional scope may affect the timeline and cost of the engagement. We will provide a written estimate before proceeding with any out-of-scope work.

4. Payment & Fees

Fees

Fees for each engagement are set out in the applicable SOW or proposal. All fees are in US dollars unless otherwise stated.

Payment Schedule

• Sprint 1 engagements: 50% due upon signing the SOW; remaining 50% due on or before Day 10 of the sprint.
• Subsequent sprints: Payment schedule as defined in the applicable SOW.
• Consulting and advisory: Invoiced monthly or per session as agreed.

Late Payments

Invoices not paid within 7 days of the due date may incur a late fee of 1.5% per month on the outstanding balance. We reserve the right to pause work on any active engagement until overdue amounts are resolved. Accounts unpaid after 30 days may be referred to a collections process.

Refunds

Due to the custom, time-bound nature of our work, all fees are non-refundable once a sprint has commenced. If we are unable to deliver the agreed scope due to circumstances on our side, we will work with you to complete the work or provide a prorated refund for work not yet performed.

5. Deliverables & Acceptance

Deliverables will be provided as specified in the SOW. Upon delivery, you have 5 business days to review and notify us in writing of any material defects or deviations from the agreed specification ("Acceptance Period"). If we do not receive written notice of defects within the Acceptance Period, deliverables are deemed accepted.

We will use reasonable efforts to correct verified defects at no additional charge. Defects resulting from client-provided materials, unauthorized modifications, or use outside the intended scope are not covered.

Post-launch support (where included in the SOW) covers bug fixes and minor adjustments. It does not cover new features, scope expansions, or changes driven by third-party platform updates.

6. Intellectual Property

Client-Owned Deliverables

Upon receipt of full payment for an engagement, Cr3ativeSparx assigns to you all right, title, and interest in the custom deliverables created specifically for your project, including custom code, designs, and documentation ("Work Product"), to the extent permitted by law.

Cr3ativeSparx Retained IP

We retain ownership of all pre-existing intellectual property, including our proprietary methods, frameworks, templates, systems architecture approaches (including the SPARX Engine methodology), and general-purpose tools and libraries used in the delivery of services ("Background IP"). Where Background IP is incorporated into your deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use it solely as part of the delivered Work Product.

Third-Party Components

Deliverables may incorporate open-source software or third-party components. Such components remain subject to their original licenses, which will be disclosed in project documentation. You are responsible for complying with those licenses.

Portfolio Use

Unless you request otherwise in writing before the engagement begins, we reserve the right to reference your company name, project type, and high-level results in our portfolio, case studies, and marketing materials. We will not disclose confidential business details without your written consent.

7. Confidentiality

Each party may disclose confidential information to the other in connection with an engagement. "Confidential Information" means any non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each party agrees to:

• Keep the other party's Confidential Information strictly confidential.
• Use Confidential Information only as necessary to perform obligations under the engagement.
• Not disclose Confidential Information to third parties without the disclosing party's prior written consent, except to employees or contractors who need to know it and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law or court order (in which case the receiving party will provide prompt notice to the disclosing party where legally permitted).

Confidentiality obligations survive termination of any engagement for a period of 3 years.

8. Warranties & Disclaimers

Our Warranties

We represent and warrant that:

• We have the right to enter into engagements and provide the Services described.
• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will materially conform to the specifications in the applicable SOW at the time of delivery.

Disclaimer of Other Warranties

Except as expressly stated above, the Services and website are provided "AS IS" and "AS AVAILABLE" without warranty of any kind. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the website will be uninterrupted, error-free, or free of viruses or other harmful components.

We do not guarantee specific business outcomes - such as revenue increases, lead generation, or conversion improvements - resulting from the deployment of systems we build. Results depend on many factors outside our control, including client operations, market conditions, and implementation decisions.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Cr3ativeSparx and its owners, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to these Terms or any engagement, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption - even if advised of the possibility of such damages.

Our total aggregate liability to you for any claims arising from or related to an engagement shall not exceed the total fees paid by you to us for the specific engagement giving rise to the claim in the 3 months preceding the claim.

Some jurisdictions do not allow limitations on implied warranties or exclusion of certain damages. In those jurisdictions, our liability is limited to the greatest extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Cr3ativeSparx and its owners, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of our Services or website in violation of these Terms.
• Your violation of any applicable law or third-party right.
• Any materials, data, or content you provide to us that infringes the intellectual property or other rights of any third party.
• Your product or service and its operation, including claims by your end users.

11. Termination

Termination by Client

You may terminate an engagement at any time with 5 business days' written notice. Upon termination, you are responsible for all fees for work performed up to the termination date. Any prepaid amounts for work not yet performed will be refunded on a prorated basis, less a 15% administrative fee.

Termination by Cr3ativeSparx

We may terminate an engagement immediately if you breach any material term of these Terms or the applicable SOW and fail to cure the breach within 5 business days of written notice. We may also terminate for convenience with 10 business days' written notice, in which case we will refund prepaid amounts for work not yet performed.

Effect of Termination

Upon termination, each party will return or destroy the other's confidential information. Sections on Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law survive termination.

12. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or any engagement will first be submitted to good-faith negotiation between the parties. If not resolved within 30 days, disputes will be resolved by binding arbitration administered under the rules of the American Arbitration Association, conducted remotely unless another venue is mutually agreed. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

13. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the effective date at the top of this page. For active clients, material changes will be communicated via email at least 14 days before they take effect. Your continued use of our Services after the effective date constitutes acceptance of the revised Terms.

14. Contact

Questions about these Terms? Reach us at: