Welcome to Infinite Sparks Enterprises Limited ("Company," "we," "us," or "our"). These Terms of Use ("Terms") constitute a legally binding agreement between you ("Client," "User," "you," or "your") and Infinite Sparks Enterprises Limited, a company registered and operating from 2880 Zanker Road, Suite 203, San Jose, CA 95134, United States.
By accessing our website at https://infinitesparks.net, engaging our services, or entering into a service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any policies referenced herein. If you do not agree with these Terms, you must discontinue use of our services immediately.
For the purposes of these Terms, the following definitions apply:
Our services encompass a wide range of information technology solutions, including but not limited to: custom software development, cloud architecture and migration, cybersecurity consulting, IT infrastructure management, data analytics and artificial intelligence solutions, mobile and web application development, DevOps and CI/CD implementation, and technology consulting.
Each engagement shall be governed by a Statement of Work (SOW) or service agreement that specifies the scope, deliverables, timelines, milestones, acceptance criteria, and fees. In the event of any conflict between these general Terms and the specific terms of an SOW, the SOW shall prevail with respect to that particular engagement.
Any changes to the agreed scope of services must be documented in a written change order signed by both parties. Additional work outside the original scope may result in adjusted timelines and fees, which shall be communicated and agreed upon in writing before commencement.
To ensure effective delivery of services, clients agree to:
All fees shall be as specified in the applicable SOW or service agreement. Unless otherwise agreed, invoices are issued upon project milestones or on a monthly cycle for ongoing engagements. Payment is due within fourteen (14) calendar days of the invoice date unless otherwise specified in the SOW.
We accept payment via the following methods:
Unless otherwise specified, all fees are quoted and payable in United States Dollars (USD). For international clients, amounts may be quoted in local currency by mutual agreement. Any currency conversion fees or exchange rate fluctuations shall be borne by the Client.
Invoices not paid within the specified period shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. We reserve the right to suspend services, revoke access to deliverables, or terminate the engagement if payment remains outstanding for more than thirty (30) days.
All fees are exclusive of applicable taxes, levies, or duties, including value-added tax (VAT), goods and services tax (GST), sales tax, or withholding tax. The Client is responsible for all such taxes imposed by any jurisdiction, except for taxes based on Infinite Sparks' net income.
If the Client disputes any portion of an invoice, the Client must notify us in writing within ten (10) business days of receipt, specifying the disputed amount and the reason for the dispute. The undisputed portion remains payable by the original due date.
Upon full and final payment, all custom Deliverables specifically created for the Client under an SOW shall be assigned to the Client. This assignment excludes Pre-Existing IP and Third-Party Components (as defined below).
All tools, libraries, frameworks, templates, algorithms, methodologies, and proprietary code that existed prior to the engagement or are developed independently by Infinite Sparks ("Pre-Existing IP") shall remain our exclusive property. The Client is granted a non-exclusive, perpetual, royalty-free license to use such Pre-Existing IP solely as embedded in the Deliverables.
Deliverables may incorporate open-source software or third-party components subject to their own license terms. We will identify such components and their licenses. The Client agrees to comply with all applicable third-party license terms.
Unless otherwise agreed in writing, Infinite Sparks retains the right to reference the Client's name, industry, and a general description of the project in our portfolio, marketing materials, and case studies, without disclosing Confidential Information.
Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less restrictive than these Terms.
Confidentiality obligations do not apply to information that:
Confidentiality obligations shall survive the termination or expiration of these Terms for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.
We warrant that our Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. If any Services are found to be materially deficient, our sole obligation and the Client's exclusive remedy shall be for us to re-perform the deficient Services at no additional cost, provided the Client notifies us of the deficiency within thirty (30) days of delivery.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF INFINITE SPARKS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO INFINITE SPARKS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this Section 8 shall not apply to: (a) breaches of confidentiality obligations; (b) either party's indemnification obligations; (c) liability arising from gross negligence, willful misconduct, or fraud; or (d) liability that cannot be limited under applicable law.
Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) a material breach of these Terms; (b) gross negligence or willful misconduct; or (c) any violation of applicable law.
Either party may terminate an engagement by providing thirty (30) days' prior written notice to the other party. Upon such termination, the Client shall pay for all Services performed and expenses incurred through the effective date of termination.
Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) ceases to conduct business in the ordinary course.
Upon termination: (a) the Client shall pay all outstanding invoices and fees for work completed; (b) each party shall return or destroy the other party's Confidential Information; (c) licenses granted under Section 5 shall survive only upon full payment; and (d) the following Sections shall survive: 5, 6, 7, 8, 9, 11, 12, and 13.
We are committed to protecting your data. Our data practices are governed by our Privacy Policy. We endeavor to comply with applicable data protection laws and regulations in the jurisdictions where we operate, including but not limited to:
Where we process personal data on behalf of a Client ("Data Processor"), the Client ("Data Controller") and Infinite Sparks may enter into a Data Processing Agreement (DPA) that sets out the specific terms and obligations regarding data processing activities.
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles.
Any dispute arising out of or relating to these Terms shall be resolved as follows:
For clients located outside the United States, Infinite Sparks agrees to consider alternative dispute resolution mechanisms, including arbitration under the International Chamber of Commerce (ICC) Rules, the London Court of International Arbitration (LCIA), or the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules, as may be mutually agreed in the SOW.
Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to misappropriation of intellectual property or breach of confidentiality obligations.
These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings, whether written or oral.
We reserve the right to update or modify these Terms at any time. Material changes will be communicated via our website or direct notification. Continued use of our Services after changes constitutes acceptance of the revised Terms.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right, nor shall any single or partial exercise preclude further exercise of that or any other right.
Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations under these Terms.
Neither party shall be liable for any failure or delay in performance caused by events beyond their reasonable control, including natural disasters, pandemics, acts of war or terrorism, government actions, strikes, power failures, or internet outages. The affected party must provide prompt notice and use commercially reasonable efforts to resume performance.
The relationship between Infinite Sparks and the Client is that of independent contractors. Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties.
All notices under these Terms shall be in writing and delivered by email or registered mail to the addresses specified in the applicable SOW or, for Infinite Sparks, to info@infinitesparks.net.
For questions, concerns, or notices related to these Terms, please contact us:
INFINITE SPARKS ENTERPRISED LTD
2880 Zanker Road, Suite 203
San Jose, CA 95134, United States
Email: info@infinitesparks.net
Phone: +1 (408) 550-3890