§ 1 — Scope, eligible business customers and territorial reach

1.1 Provider and covered engagements

These International Business-to-Business Terms and Conditions („International Terms“) are issued by Sparkm4n Webdesign, a sole proprietorship with its business address at Hof-Feldbachstr. 4, 35683 Dillenburg, Germany („Sparkm4n“, „Provider“, „we“). They govern agreements with business customers whose registered office or principal business establishment is outside Germany, Austria and Switzerland, except where the parties expressly agree otherwise in an individually negotiated contract. German-language DACH terms are published separately for customers within those three countries.

1.2 Business use only

Our standard international offering is made exclusively to legal entities, traders, professionals and persons purchasing for commercial, professional, governmental or organisational purposes, not to individual consumers. The customer („Client“) confirms that its authorised signatory has authority to bind it, provides accurate legal-entity and billing information, and will not procure consumer services through a nominal business account. The label „B2B“ is not a waiver of mandatory consumer protections if a transaction is legally classified otherwise; Sparkm4n may decline or arrange a separate consumer-compliant offer.

1.3 Legal boundaries

These Terms cover the services and products actually ordered, not every item listed in the general catalogue. They do not purport to supersede mandatory local consumer, employment, privacy, cyber, marketing, competition, export-control, product-safety, public-procurement or tax law applicable to the transaction. A contract involving a regulated sector, government customer, special-category personal data or a jurisdiction requiring mandatory local language, registration or terms is subject to an appropriate supplemental agreement before performance.

1.4 Territorial and entity distinction

The supplier under these Terms is only the legal person identified above unless an accepted Order expressly names a different contracting entity. Brand names, group projects and third-party SaaS tools do not make their operators joint providers. A customer’s affiliates may use a service only to the extent expressly licensed; the contracting Client remains responsible for authorised users and affiliates.

§ 2 — Definitions and classification of contracts

• Order / Statement of Work (SoW): accepted proposal, product order, subscription checkout or signed project statement defining the purchased scope, deliverables, price, term, service levels, acceptance criteria and any deviations.
• Deliverable: specifically identified work product, such as a website, landing page, design, campaign creative, report, source-code module, application, integration, data model or configured automation.
• Professional Services: consulting, planning, strategy, SEO, advertising management, implementation, training, support or development effort, as classified by the Order and applicable law.
• Fixed-Scope Work: defined result to be completed and, where legally relevant, accepted under the agreed acceptance procedure.
• Time and Materials (T&M): authorised services invoiced by documented time and agreed rates; an estimate is not automatically a fixed price.
• Subscription / SaaS: time-limited remote access to an online software service; no transfer of ownership or permanent availability is implied.
• Client Data: data and content entered into a SaaS service or entrusted to Sparkm4n by Client or its authorised users.
• Client Materials: content, trademarks, images, datasets, business rules, accounts, instructions and rights supplied by Client.
• Provider Background Technology: pre-existing or independently developed code, libraries, methodologies, templates, frameworks, know-how, connectors and generic components belonging to Sparkm4n or its licensors.
• Third-Party Services: services supplied by platforms, hosting vendors, domain registrars, payment providers, app stores, AI model providers or other independent entities.
• Change Order: written and accepted change to original scope, price, milestone, licensing or timetable.
• Business Day: Monday–Friday, 09:00–17:00 in Dillenburg, Germany (CET/CEST), excluding public holidays applicable there, unless an Order expressly uses another support calendar.
• Personal Data, Controller and Processor: as defined by the applicable data protection law and, where relevant, the signed data processing agreement (DPA).
• Security Incident: an incident affecting confidentiality, integrity or availability of covered systems or data; a personal-data breach is separately classified under applicable privacy law.
• AI System and AI Content: technologies and outputs within the meaning of laws that apply to the particular system, including Regulation (EU) 2024/1689 as amended where applicable.

§ 3 — Contract documents, precedence and incorporation

3.1 Order of precedence

Where documents conflict, the following order applies only to the subject of the inconsistency: (i) individually negotiated and expressly accepted special terms; (ii) an Order/SoW and agreed project specification; (iii) mandatory data protection transfer clauses and the DPA for processing matters; (iv) an applicable and explicitly incorporated product-specific SaaS schedule, licence terms, SLA or reseller schedule; and (v) these International Terms. Mandatory transfer clauses may not be amended by a conflicting commercial term. Agreed commercial terms do not override non-waivable statutory rights.

3.2 Incorporation and version control

Sparkm4n identifies the applicable version of these Terms before the Client accepts an Order or subscription. A copy or durable electronic reference is provided during ordering; acceptance evidence, timestamp and agreed Order version may be retained for contractual proof. Publication of revised website Terms does not retroactively replace the terms of an existing contract without a valid amendment mechanism or renewed acceptance.

3.3 Battle of forms

Client purchasing terms, portal conditions or procurement boilerplate do not apply merely because they are attached to a purchase order or accessible through a supplier portal. They require express affirmative acceptance by an authorised Sparkm4n representative. Performance and silence alone do not constitute acceptance of Client standard conditions.

3.4 No authority to alter law by unilateral notice

An administrative or operational notice may update non-material technical instructions, contact details and lawful security processes, but substantive changes to fees, ownership, dispute resolution, liability, contracted functionality or key data processing require a valid contractual basis and any notice and termination rights required by law.

§ 4 — Services catalogue and engagement models

4.1 Web, design and engineering

Responsive websites; business websites, authority websites and landing pages; branding and design systems; WordPress, PHP, JavaScript, React, headless CMS and e-commerce integrations; backend development; APIs, webhooks and integrations; bespoke desktop, web and mobile applications; Flutter apps where ordered; databases, automation scripts, technical audits, incident stabilisation and deployment.

4.2 Visibility and acquisition

SEO (technical, on-page and agreed off-page); local/map search optimisation; AI-search and generative-engine visibility; app-store optimisation (ASO); reputation programmes; content strategy; keyword and audience research; CRO; analytics; Google Ads and other PPC; Meta/Instagram/Facebook, TikTok and other paid social; organic social-media management; creative production; email lifecycle and newsletters; social recruitment and applicant funnels; affiliate campaigns, influencer coordination and compliant lead generation.

4.3 Business and software products

Remote advisory, revenue audits, strategy days, analytics consulting, marketing and IT training; website maintenance and support packages; hosted applications and subscriptions; white-label/reseller software; customer-specific licences, commercially permitted API access, digital templates, add-ons and separately contracted training or managed services.

4.4 Engagement-specific nature

The Order, not this catalogue, determines the contracted scope, target channels, languages, campaign spend, integrations, business hours, number of revision rounds, exact deliverables and any performance-related fee. No hosting, app-store approval, accessibility certification, SEO ranking, privacy-compliant consent banner, legal documentation, translations, penetration tests, 24/7 monitoring, specialist regulatory sign-off or advertising spend is included merely because it appears in a general service description.

§ 5 — Deliverable standards, exclusions and lawful accessibility

5.1 Performance and reasonable skill

Sparkm4n performs agreed services using commercially reasonable professional skill and care, subject to documented specifications, customer cooperation, third-party dependencies and the nature of the work. A published package description applies as documented at the time the Order is accepted; an estimate or example campaign is not a guaranteed outcome.

5.2 Website baseline

A standard website project includes only the pages, templates, mobile behaviour, performance targets, content volumes, languages and integrations identified in the Order. Hosting/domain registration, premium assets/fonts, complex animations, photography, legal compliance texts, custom backend, paid APIs, bespoke translations and post-launch maintenance are excluded unless expressly included.

5.3 Accessible products

Where an end product is subject to applicable accessibility obligations (such as the EU Accessibility Act and local implementation, the UK’s Equality Act, US ADA or other relevant regimes), the parties will define measurable accessibility scope and standards in the Order. No blanket exclusion in these Terms releases either party from its own mandatory legal duties. If WCAG conformity, audits, assisted testing or certification is required, those activities, target conformance level and acceptance criteria must be separately specified.

5.4 External platform limitations

Search engines, ad networks, social media services, app stores, payment gateways and model providers may change policies, pricing, algorithms, interfaces and availability independently. Sparkm4n does not control those services and will flag material known dependencies; this does not exclude responsibility for a breach caused by Sparkm4n’s own negligence or failure to perform agreed integration duties.

§ 6 — Offers, formation, authority and communications

6.1 Offer validity

Unless a quotation states otherwise, an issued commercial proposal is open for acceptance for 14 calendar days. A contract forms upon Sparkm4n’s explicit acceptance of Client’s order, mutual signature, verified online order completion, or mutually unequivocal exchange of contractual declarations. A deposit by itself constitutes acceptance only where the offer clearly says so; silence following a telephone call is not acceptance.

6.2 Ordering and records

Orders may be entered by authenticated online checkout, signed document or email confirmation. The parties may use recognised electronic signatures and electronic copies, subject to local formalities. Automated receipt acknowledgements are not necessarily acceptance if the checkout says that a separate acceptance follows.

6.3 Primary contacts

Client appoints one main decision-maker empowered to approve routine designs, content, tickets and reasonable project decisions. Formal changes, acceptance notices, material claims and termination notices must be submitted to the agreed notice addresses by email or signed document, not informal chat alone unless the Order specifies otherwise. Project discussions may occur in Slack, Teams, agreed PM tools or video calls.

6.4 Meetings, recording and response objectives

Calls are recorded only where there is a lawful basis and the participants are properly notified or consent as required. Routine correspondence has a target initial substantive response within 48 business hours; a critical hosted issue under an active plan follows its agreed SLA and severity definitions. Change-Order quotations are targeted within five Business Days. These are operational targets, not independently enforceable service credits unless a subscribed SLA or Order explicitly says so.

§ 7 — Revisions, feedback, handover support and support packages

7.1 Included revision rounds

Unless an Order states otherwise, web-design and branding work includes two consolidated design feedback rounds and one technical correction round in the implementation phase; other copy, creative, strategy and reporting deliverables include one consolidated feedback round. Client should provide one complete set of comments from its authorised lead within five Business Days of the relevant review request. Revisions concern the approved direction and original scope, not a fresh creative concept or additional functionality.

7.2 Defects are not chargeable revisions

Correction of a verified failure to satisfy agreed acceptance criteria is governed by the applicable contract and statutory rights, and is not charged as an extra creative revision. Different or newly requested functionality, audience changes, previously approved elements redesigned or fragmented feedback beyond agreed rounds may require a paid Change Order.

7.3 Handover support

Unless expressly varied, completed project deliverables include 14 calendar days of reasonable handover assistance after go-live or delivery, limited to an aggregate of two working hours. This covers usage clarification but not new feature work, emergency hosting remediation, migration, additional training, third-party changes or post-delivery Client modifications; statutory defect rights remain unaffected.

7.4 Ongoing plans

For separately purchased care, support and maintenance, ticket allowances, hours, response objectives, maintenance windows and carry-over rules are determined by the Order. Unused time allowances ordinarily expire at the end of the stated billing cycle if clearly disclosed in the accepted package; this cannot extinguish an independent right to cure a defect.

§ 8 — Fees, project milestones and invoicing

8.1 Fixed-scope milestone plan

Unless an accepted Order states otherwise, fixed-price work is invoiced 30% upon contract formation, 50% upon approval of the specified intermediate prototype/milestone, and 20% upon completion and contractual acceptance. Deposits are credited against fees; they are not automatically forfeited upon an arbitrary completion percentage. On valid cancellation, the amount earned, expenses and further legally recoverable compensation depend on the agreed contract type and applicable law.

8.2 Time and materials

Approved T&M work is ordinarily billed monthly from reasonably itemised records at the stated rate. A budget estimate is non-binding unless expressly designated a ceiling; the parties will seek prior written authorisation before materially exceeding any agreed spending authority or cap.

8.3 Retainers and subscriptions

Fixed monthly or pre-paid 3-, 6- or 12-month marketing, software, maintenance or SaaS packages are billed as stated in the Order. The prepaid structure, recurring billing permissions, renewal mechanism, cancellation date and whether any capacity rolls over must be visible before acceptance. A recurring subscription may only renew as explicitly agreed.

8.4 Due date and currency

Invoices are payable seven calendar days from valid issue/receipt as specified in the Order, subject to mandatory law and agreed invoice validation. Prices are quoted in EUR unless otherwise stated. Currency conversion and exchange-rate source must be agreed in the Order or payment checkout; Sparkm4n shall not unilaterally reprice an already fixed-currency debt because exchange rates move.

8.5 External spend and pass-throughs

Advertising budgets are paid directly by Client to advertising platforms, unless an Order expressly states a lawful managed-spend arrangement. Hosting, licence, premium asset, app-store, travel and API charges are paid directly by Client or reimbursed at documented third-party cost; a 10% handling charge applies only where expressly disclosed and accepted in advance. Sparkm4n does not ordinarily hold Client advertising balances.

§ 9 — Taxes, withholding, cross-border payment and FX

9.1 Indirect taxes and place of supply

Quoted prices are exclusive of VAT, GST, sales, use, digital-service taxes and similar indirect taxes unless an Order says otherwise. Where Sparkm4n is legally required to collect and remit a tax, that tax will be stated on a compliant invoice. The Client provides accurate tax IDs, establishment and exemption documentation. Reverse charge may apply in eligible transactions; it is not assumed to apply to every international customer or to every SaaS product.

9.2 Source-country withholding

If applicable law requires Client to withhold tax from a payment, Client must remit it to the competent authority and promptly furnish an official tax certificate. Any contractual gross-up, treaty relief application, royalty classification or special tax residency representation must be expressly agreed in the Order and legally valid; these Terms do not impose an automatic worldwide gross-up. The parties will reasonably cooperate on valid double-tax-treaty documentation.

9.3 Fees and exchange

Payer-side banking charges and payment-provider fees are borne as identified at checkout or on the invoice; neither party may impose hidden fees. Any payment in a currency other than the invoiced currency is credited at the conversion rate actually received, after disclosed banking charges, unless the Order fixes another objectively ascertainable conversion mechanism. Payment obligations are met on funds receipt unless mandatory law provides otherwise.

9.4 E-invoices

The parties will issue, accept and retain legally compliant electronic invoices where required by the applicable jurisdiction, without using invoice format requirements to unreasonably delay legitimate payment of properly documented services.

§ 10 — Late payment, objections, chargebacks and suspension

10.1 Default and interest

A payment becomes overdue after its contractually and legally applicable due date. Statutory default interest and recoverable fixed compensation apply where applicable (including mandatory German rules for eligible B2B monetary debts); Sparkm4n will not levy automatic EUR 100 weekly penalty charges or a fixed EUR 250 chargeback penalty. Actual and legally recoverable collection costs may be claimed subject to law and proof.

10.2 Invoice disputes

Client should notify Sparkm4n of specific invoice discrepancies promptly, ideally within seven days, with supporting information. This administrative target does not extinguish legally valid later objections. Undisputed payable portions remain due unless a statutory withholding or set-off right applies.

10.3 Proportionate suspension

If a material undisputed debt remains outstanding for 14 calendar days after written notice and reasonable opportunity to remedy, Sparkm4n may suspend affected non-critical services to the extent lawful, proportionate and technically safe. Before suspending hosted functions, Sparkm4n shall consider risks to Client data, regulatory duties and third parties; access required by mandatory law or agreed export rights must be preserved. Suspension does not erase statutory warranty obligations.

10.4 Chargebacks and suspected fraud

Client should first seek resolution using the billing-dispute channel without waiving legitimate statutory or scheme rights. Sparkm4n may contest a factually unjustified reversal with evidence and recover demonstrable costs only where legally recoverable; chargeback initiation alone does not establish a breach, admission or liability for penalties.

10.5 Persistent default

Serious continued non-payment may constitute good cause for termination after an appropriate warning and cure opportunity unless an immediate response is legally justified; amounts payable on termination are determined by the applicable contract and legal rules, not by a blanket non-refund clause.

§ 11 — Change orders and scope control

11.1 Formal process

A proposed scope, functional, budget, milestone, design or integration change must be recorded in a Change Order detailing the requested work, corresponding fees, delivery impact, licence changes and any new legal dependencies. It becomes binding only when both parties approve it in text form or another agreed authenticated workflow.

11.2 No automatic extra scope

Ad hoc telephone messages, feedback and informal suggestions do not oblige Sparkm4n to perform uncompensated additional services. Where safety or service continuity requires emergency remedial work, Sparkm4n may take proportionate immediate steps within existing authority and promptly inform Client; new billable work still requires an enforceable fee basis.

11.3 Small corrections and major extensions

Sparkm4n may voluntarily absorb de minimis copy, colour or typo amendments, generally under two hours, without an automatic entitlement for the Client. A cumulative scope expansion exceeding 20% of the originally contracted value will normally be documented in a signed project addendum, without preventing lawful amendments of smaller amounts.

11.4 Delivery dependencies

Approved changes and late inputs may require rational adjustment of milestones. Cost estimates will identify material external licence and platform expenses where reasonably foreseeable.

§ 12 — Project phases, testing, acceptance and remediation

12.1 Project method

Typical phases are discovery, specification, design/strategy, implementation, testing in an agreed environment and delivery/go-live. Agreed sprint reviews or milestones are evidence of progress; a sprint demonstration is not necessarily acceptance of the entire finished work. A project is „complete“ only as determined by the accepted specification and applicable legal classification.

12.2 Review period

For defined fixed-scope work requiring acceptance, Sparkm4n will notify Client of readiness, provide reasonably necessary test access and document acceptance criteria. Unless the Order provides a different reasonable period, Client has 30 calendar days to assess the work and provide a reproducible description of material non-conformities. The legal effect of silence and incomplete responses follows the governing law, not an irrebuttable assumption that any defect has been waived.

12.3 Deemed acceptance safeguards

Where legally permitted, acceptance may be deemed only after work has been completed, Sparkm4n has specifically requested acceptance within a reasonable stated period and Client has not refused acceptance identifying at least one defect. For a German-law work contract, the requirements and exceptions of § 640(2) BGB apply. Substantial legitimate inability to test or material defects prevents reliance on mere silence as unconditional acceptance. Client’s productive use may be considered evidence of acceptance only to the extent the law permits.

12.4 Cure and remedies

Sparkm4n will investigate substantiated defects and receive a reasonable opportunity to repair or replace work as required by law. Where remediation fails, the available price-reduction, rescission, self-remedy and damages rights depend on applicable mandatory rules and the affected part of the deliverable. No fixed two-attempt rule defeats a legally required remedy.

12.5 Partial acceptance

Separate phases may be accepted and invoiced individually only if they are sufficiently independent and the Order permits partial acceptance. Ordinary software updates and T&M activities may have different completion criteria defined in the Order.

§ 13 — Client cooperation, permissions and delays

13.1 Materials, access and decisions

Client supplies adequate brand and content assets, lawful licences, approved copy, required notices, reliable point of contact, timely feedback, domain/DNS/CMS and ad-account access, accurate requirements, access to test users and representative test data. Client retains responsibility for its own regulated business decisions and approvals.

13.2 Credentials and hosting dependencies

Access must be granted using secure roles and individual identities where feasible, without sending passwords in plain text. If hosting is controlled by Client, Client remains responsible for procuring suitable hosting capacity, supported components and third-party subscriptions, while Sparkm4n remains responsible for the services expressly undertaken and for warnings about known incompatible prerequisites.

13.3 Delay and project pause

If missing inputs or approvals materially prevent work, Sparkm4n may notify Client, pause the affected tasks and reasonably reschedule delivery. Where the delay causes demonstrable additional resource reservation, rework or other recoverable costs, compensation requires contractual or statutory entitlement; no automatic EUR 100/week non-cooperation fine applies.

13.4 Extended inactivity

After 30 consecutive days of material non-cooperation, Sparkm4n may propose a revised timetable and invoice earned milestones or approved T&M time. After a written cure notice, persistent material non-cooperation may support lawful termination. Neither silence nor repeated missed feedback windows alone constitutes unlimited acceptance of unfinished deliverables.

13.5 Client legality and factual responsibility

Client warrants that its materials, instructions, claims, offers, promotions, leads, customer contacts and business activities are legitimate, accurate and lawfully usable. Sparkm4n retains independent duties not to knowingly engage in unlawful processing, misleading marketing or prohibited advertising; Client approval cannot absolve Sparkm4n of non-waivable obligations.

§ 14 — SEO, advertising, recruiting, tracking and measurable outcomes

14.1 Commercially reasonable campaigns

Sparkm4n may undertake SEO, local search, AI-search visibility, paid advertising, social-media and recruitment campaigns under agreed scopes, but cannot guarantee search rankings, algorithmic inclusion, lead volumes, accepted applicants, sales, return on ad spend, cost per acquisition or revenue outcomes unless the Order expressly creates a defined measurable contractual commitment.

14.2 KPI interpretation and performance protection

Targets, benchmarks and forecasts are not warranties solely because displayed in a proposal. Where the Order contains a written performance protection promise (for example, additional optimisation at no extra management fee if specified indicators do not improve), that tailored remedy is binding according to its own metric definitions, measurement source, baseline, exclusions, time periods and cap; these general Terms must not silently cancel it.

14.3 Advertising accounts and budgets

Client shall own and pay for its ad-platform accounts and budgets unless a separate transparent account-management arrangement is signed. Sparkm4n shall not represent itself as the legal owner of Client’s ad accounts or withhold unrelated account property as leverage. Platform disapproval, policy shifts, click fraud outside Sparkm4n’s control and user-generated comments remain subject to each party’s duties and proportionate liability.

14.4 Claims and regulated creative

Client provides truthful substantiation for health, financial, legal, employment and environmental claims, pricing, testimonials, comparative claims and promotions. Sparkm4n must not publish material it reasonably knows to be unlawful and shall escalate material compliance concerns. Client retains final business sign-off where stated in the workflow.

14.5 Tracking and reporting

Pixel installation, cookies and consent-management integration are technical services only unless compliance ownership is explicitly allocated in the Order. The parties separately allocate responsibility for privacy notices, legal basis, user consent, conversion APIs, marketing lists and recording technologies. Reports must identify known material measurement limitations.

§ 15 — Direct outreach, anti-spam, calling and lead-generation compliance

15.1 No implied approval of an outreach method

A request for cold email, SMS, WhatsApp, DMs, automated voice, calling, lead enrichment or scraping does not authorise conduct prohibited by law. Each campaign requires assessment of sender identity, target location, recipient type (including sole trader versus company), lawful basis, consent or applicable exception, opt-out rules, suppression lists, calling-hour restrictions and platform terms.

15.2 Responsibility matrix

The Order shall identify (i) the legal sender/controller and messaging-domain owner; (ii) list procurement and consent evidence custodian; (iii) suppression/unsubscribe process; (iv) script and campaign approval; (v) telephony and dialler rules; and (vi) retention and deletion responsibilities. Both parties remain responsible for their own legally defined roles.

15.3 Jurisdiction examples

Without limiting other laws, programmes may be subject to US CAN-SPAM, TCPA/FCC and state laws; Canadian CASL; the UK PECR and UK GDPR; EU GDPR and ePrivacy/national unsolicited-marketing laws; Australia’s Spam Act and Do Not Call Register rules; and local messaging, telemarketing and privacy rules elsewhere. A B2B audience is not a universal exception to consent, permission or disclosure obligations.

15.4 Suspension of unlawful campaigns

Sparkm4n may decline or pause specific outreach methods on documented and reasonable compliance grounds, notify Client of a commercially practicable lawful alternative and follow the parties‘ Change Order procedure for any material adjustment. Neither party shall conceal the sender’s identity, misrepresent a lawful basis or circumvent a recipient’s objections.

§ 16 — Individual software development, apps, API integrations and security-by-design

16.1 Specifications and development methodology

Custom programming may be provided as fixed-scope work or ongoing developer capacity, depending on the Order. The specification shall identify intended users, target devices, supported browsers/platforms, acceptance tests, access control, integration dependencies, code repositories, deployment authority, secure-development requirements, migration needs, test/production separation and documentation to be handed over.

16.2 Agile and discovery arrangements

Backlog items and exploratory estimates in agile engagements are prioritisation tools, not an unlimited promise of a particular feature set within a fixed budget. A hard acceptance commitment exists only for features and criteria expressly included in the accepted milestone or agreed release. Material specification changes follow Change Control.

16.3 Third-party environments

Client obtains required licences and API keys and pays identified third-party fees unless included in the Order. Sparkm4n is responsible for exercising reasonable skill in configuring integrations but cannot control the continued availability of third-party APIs or app-store approval. App-store fees, rejection appeals, legal reviews and renewal fees are not automatically included.

16.4 Source code, repositories and handover

The Order must state whether Client receives deployable binaries, source code, repository access, build instructions, technical documentation, licence keys and administrator control; ownership and permitted uses are governed by the IP clauses. Necessary credentials and Client-owned data shall not be improperly withheld to force payment of unrelated disputed fees. Security secrets and personal data must be transferred using secure methods.

16.5 Testing and vulnerabilities

Sparkm4n will undertake testing consistent with the contracted scope, using reasonable secure coding practices and maintaining appropriate separation between live data and development environments. Penetration testing, formal compliance audits, safety certification, ongoing vulnerability response and disaster-recovery engineering require an explicit scope or an applicable statutory duty.

§ 17 — Open-source, dependency licences and third-party components

17.1 Open-source licences remain controlling

OSS is supplied under its actual licence, including GPL, LGPL, AGPL, MIT, BSD, Apache and other applicable terms. No proprietary contract term is intended to override a third party’s enforceable OSS rights or to impose obligations inconsistent with the applicable licence. Licence notices and source-access obligations are provided where required.

17.2 Disclosure and compliance allocation

Sparkm4n will document material OSS and known third-party dependencies to the extent reasonably necessary for lawful intended use and provide any notices or source materials that Sparkm4n must supply as a distributor. Client is responsible for independent redistribution, modifications and deployment activities outside Sparkm4n’s engagement, with corresponding licence compliance; Sparkm4n remains accountable for OSS choices and distribution actions it itself controls.

17.3 Copyleft and SaaS

OSS licence obligations vary; they must not be summarised as an automatic duty to publish all private source code. Network-use terms under some AGPL licences, reciprocal distribution obligations and GPL-based WordPress components require case-specific assessment. Commercial licence components are subject to their rightsholders‘ terms and cannot be sublicensed beyond the rights actually obtained.

17.4 Vulnerability handling and maintenance

Without a separately purchased maintenance package, ongoing compatibility and updates are not assumed beyond warranties and statutory responsibilities. Where Sparkm4n discovers a material security issue affecting a supported deliverable, it shall act in accordance with applicable law and the agreed support plan; there is no unconditional 48-hour commitment to monitor all historic third-party software indefinitely.

§ 18 — Intellectual property, licences and source-code usage rights

18.1 Client Materials remain with Client

Client retains all rights in Client Materials and Client Data. Client grants Sparkm4n and authorised subcontractors a limited right to use, host, reproduce, modify and process them only to perform the contract, protect systems, comply with law and exercise rights expressly granted in the DPA or Order.

18.2 Provider Background Technology

Sparkm4n retains its pre-existing and independently developed libraries, workflows, code frameworks, project templates, trade secrets, know-how and generic reusable components. This does not displace third-party OSS rights. No exclusive licence, source-code transfer or assignment of proprietary background technology is implied by payment of a standard project fee.

18.3 Bespoke Deliverable licence

Once the agreed fee for the relevant deliverable is paid, Client receives a non-exclusive, worldwide, perpetual licence, to the extent Sparkm4n controls the rights, to use, reproduce, host, display and reasonably modify the commissioned final deliverable for its own ordinary business operations, including use through employees and professional maintenance providers. Redistribution, standalone resale, white labelling or licensing to third parties requires express authorisation. The Order may grant broader rights, including exclusivity or assignment, only if legally valid and explicit.

18.4 Pre-payment use and disputed amounts

Before payment, Client may receive a revocable, limited evaluation licence necessary for testing. Sparkm4n may lawfully withhold not-yet-delivered proprietary rights or assets directly tied to a material unpaid deliverable, but may not unlawfully disable Client-owned systems, keep Client Data hostage, circumvent required data-export rights or cancel third-party OSS rights.

18.5 Agency licence and SaaS licence are different

A perpetual business-use licence to a delivered bespoke website does not grant perpetual access to separately subscribed SaaS, which is licensed only for the subscription term. Conversely SaaS expiry does not transfer ownership of Client data to Sparkm4n. Each Order shall identify the deliverable and licence classification.

18.6 Third-party assets and moral rights

Stock photos, fonts, branded templates, plugins and third-party data are governed by their own licences. Where local moral rights cannot be assigned or waived, parties will obtain appropriate lawful consents where required. Client shall not remove rights notices that applicable licences require.

§ 19 — SaaS subscriptions, access rights and acceptable use

19.1 Subscription licence

During the paid and active subscription, Sparkm4n grants Client a limited, non-exclusive, non-transferable (except with express approval or mandatory law) right to access the subscribed SaaS for internal business purposes within the purchased user, organisation, API, storage or usage limits. Rights in downloadable desktop/mobile software, plugins or white-label redistribution depend on the applicable licence schedule and Order.

19.2 Accounts and authorised users

Client is responsible for legitimate users, authorisation of its administrators, safeguarding credentials, multi-factor authentication where supplied, role assignments and its users‘ compliance with this contract. Sparkm4n shall provide reasonable technical and organisational safeguards appropriate to its role and contracted services.

19.3 Acceptable use

Client must not deliberately disrupt services, probe unauthorised systems, distribute malware, abuse accounts, unlawfully scrape data, enable unauthorised mass messaging, violate third-party rights, process prohibited content or use software in connection with unlawful discrimination or fraud. Security research must follow an agreed disclosure process. Restrictive licence provisions are subject to non-waivable interoperability, reverse-engineering or lawful security-research exceptions.

19.4 Service evolution

Routine upgrades, patches and feature changes may be deployed subject to reasonable notice of materially adverse changes and any legal obligations. Sparkm4n shall not materially eliminate core paid functionality during an agreed fixed term without a valid contractual basis, comparable alternative or lawful termination/refund remedy as appropriate.

19.5 Third-party features

Integrated payment providers, messaging systems, app stores, AI APIs, map services, hosting vendors and similar products may carry their own binding terms, usage metering and availability limits. Their applicable terms and any additional fees will be disclosed where they materially affect the contracted service.

§ 20 — SaaS billing, renewals, price changes and cancellation

20.1 Billing cycle and renewals

The accepted checkout/Order must specify whether SaaS is monthly, annual, prepaid or usage-based; the commitment term; recurring charges; tax treatment; any free trial and its conversion rule; and the available method for stopping renewal. Monthly subscriptions renew monthly only if the subscription was clearly sold as recurring; fixed-term contracts renew only as explicitly agreed.

20.2 Price adjustment control

A price increase during a fixed-price commitment requires a contractual basis or mutual agreement. For a renewable subscription, Sparkm4n may propose revised pricing with at least 30 days‘ advance notice before the renewal that would be affected; Client may decline renewal. This provision is subject to stricter mandatory notice or termination rights where applicable and does not permit arbitrary retroactive repricing.

20.3 Plan changes and usage

Upgrades, downgrades, seat changes and metered overages follow the disclosed fee schedule and pro-ration rules in the Order. No undisclosed excess-usage fee or artificial technical restriction will be imposed; fair-use or rate limits must be sufficiently clear and related to service integrity or purchased capacity.

20.4 Refunds and cancellation

Fees for a valid current subscription period are generally not refundable merely because Client does not use the platform; this does not affect reimbursement, price reduction, service credits or termination rights for Sparkm4n’s non-performance, mandatory law, an express trial promise or applicable Cloud switching rules. Any prepaid service that is never delivered is assessed under the contract and governing law, not an absolute non-refund rule.

20.5 Payment and access

On material non-payment, relevant access may be restricted only through the notice, proportionality, security and data-export safeguards in §10 and §22. Inactive accounts will not be arbitrarily deleted without the agreed retention/export procedure or lawful cause.

§ 21 — SaaS service levels, support and business continuity

21.1 No invented universal uptime guarantee

An uptime percentage (for example, 99.9%), 24/7 helpdesk, response time, RTO, RPO or service credit binds Sparkm4n only if specified in the accepted SLA or applicable product schedule. Marketing references to „enterprise-grade“ service do not themselves define a numerical SLA.

21.2 Support triage

Where support is included, Sparkm4n will classify incidents based on impact and urgency (critical outage, high-severity functional degradation, standard defect, minor request), identify primary communications channels and supply target response times under the purchased tier. A response-time target means initial qualified response, not assured resolution by that deadline.

21.3 Maintenance and exclusions

The applicable SLA shall describe permitted maintenance windows, agreed calculation basis for availability, regional hosting assumptions and exclusions for force majeure, client-caused misconfiguration and upstream provider outages – but exclusions may not eliminate responsibility for Sparkm4n’s own preventable breach.

21.4 Backups and continuity

Backup frequency, recovery points, recovery times, disaster-recovery geography, immutable retention and restoration testing are contractual obligations only to the extent defined in the Order/SLA or mandatory law. Client should keep independent copies of critical datasets where reasonably possible. Sparkm4n remains responsible for promised backup controls and any duty of care it assumes.

§ 22 — SaaS data ownership, switching, portability, export and deletion

22.1 Data ownership and use

Client controls its Client Data and grants only the processing rights needed for the service and lawful operation. Sparkm4n shall not sell Client Data as its own, nor use it for unrelated AI model training without the requisite lawful basis and affirmative contractual authorisation.

22.2 Export and exit

For ordinary SaaS offerings, available export formats, categories of data, the export interface, notice period and post-expiry retrieval window shall be stated in the product schedule. Unless a stricter legal rule applies, Sparkm4n will offer a reasonable mechanism for export of Client-supplied content and standard transactional records in a commonly usable format. Proprietary source code, third-party intellectual property, anti-abuse rules and trade secrets are not transferred merely because export is requested.

22.3 EU Data Act where applicable

If and to the extent the service is a „data processing service“ within Regulation (EU) 2023/2854, mandatory switching, contractual-transparency, export, continuity, deadline and fee rules prevail over these commercial Terms. Any relevant switching charges or early termination payments must be lawfully structured and disclosed, including the phase-out of switching charges from 12 January 2027. The parties will complete any product-specific Data Act schedule required to describe transferable categories and transfer processes.

22.4 Deletion and legal holds

Following expiration or lawful termination, Sparkm4n will apply the agreed return/deletion process, the DPA and legal retention obligations. Live deletion, backup expiry and technical destruction may follow different documented schedules; statutory access rights, ongoing litigation holds and security records are not automatically removed by Client request.

22.5 No ransomware-style hold

A payment dispute does not authorise Sparkm4n to secretly encrypt, destroy or withhold Client-owned data contrary to law, agreed exit rights or a valid data-processing instruction. Reasonable paid transition services may be agreed separately without undermining mandatory switching protections.

§ 23 — Artificial intelligence, generative outputs and regulated AI

23.1 Permitted development assistance

Sparkm4n may use AI-assisted tools for research, drafting, code generation, testing, image/audio production, internal analysis, analytics and automation, subject to its confidentiality, IP, privacy, security and professional obligations. Client may specify AI restrictions in the Order or DPA where feasible. Use of an AI tool alone is not an assurance that generated material is accurate, original, non-infringing or suitable for unsupervised high-stakes deployment.

23.2 Role allocation and system inventory

Where an AI-enabled product is supplied, the Order shall determine whether Sparkm4n acts as developer/provider, integrator, distributor or deployer/operator under applicable legislation; the parties shall identify intended purpose, users, source model, relevant documentation, known limitations, data sources, human controls, hosting and applicable conformity or monitoring duties. Contractual labels cannot alter statutory classifications.

23.3 EU AI Act and changing requirements

Where applicable, the parties will comply with Regulation (EU) 2024/1689 as amended (including Regulation (EU) 2026/1744), addressing prohibited practices, AI literacy, transparency for certain AI interactions and synthetic media, requirements for general-purpose AI model providers if relevant, and upcoming high-risk system obligations according to the applicable transition dates. No provision treats every AI marketing text as automatically subject to the same disclosure duty.

23.4 High-risk and sensitive use

AI recruitment, worker management, education, credit/essential services, biometric or emotion-related features and other potentially high-risk or restricted applications require an explicit risk and regulatory assessment before deployment. Deployment is contingent on technical safeguards, lawful data rights, documentation, human oversight, non-discrimination review and required conformity steps where the law demands them. Sparkm4n may decline prohibited or inadequately controlled use.

23.5 No unauthorised model training

Unless separately authorised, Client personal data, secrets, code repositories and confidential datasets shall not be knowingly submitted for third-party model training outside the lawful terms of service, DPA and agreed safeguards. The parties must separately assess model prompts, logging, retention, sub-processors and transfers.

23.6 Human review and decisions

Automated outputs must be reviewed at an intensity proportionate to risk. Client remains responsible for its own publication choices and legally significant decisions; Sparkm4n remains responsible for its contracted development/configuration obligations and any legally assigned provider duties. No clause waives mandatory safeguards against unlawful solely automated decisions or discriminatory processing.

23.7 Changing models and vendor risk

AI model suppliers may change functionality, usage terms and output quality. Material substitutions affecting agreed purposes, security, transfers or functionality will be managed under the Order, DPA and change-control processes; changes in law may require lawful modification, pause, migration or termination under appropriate terms.

§ 24 — Cybersecurity, vulnerability disclosure and incident cooperation

24.1 Proportionate safeguards

Each party implements security measures appropriate to its systems and legal role. Sparkm4n will use access controls, security updates for maintained components, secure credential practices, segmentation of test and production environments where appropriate, reasonable staff confidentiality duties and secure transfer channels consistent with the contracted security requirements.

24.2 Security incidents and reporting

Sparkm4n will notify Client without undue delay after verifying a material incident affecting Client-managed data or contracted service, with available facts, remediation and reasonably requested cooperation. Statutory breach notifications to authorities and affected individuals will be allocated by the governing privacy laws and DPA; this contract does not misstate the GDPR’s 72-hour regulator notification as an automatic universal notice deadline for every incident and provider.

24.3 Product security laws

Where software is a regulated product with digital elements placed on the EU market, the EU Cyber Resilience Act (Regulation (EU) 2024/2847), including applicable vulnerability/incident reporting requirements effective from 11 September 2026 and later principal compliance duties, must be assessed. Similar cybersecurity, sector-specific and essential-entity duties in other countries remain applicable where their legal criteria are met. Pure bespoke internal development and cloud service operation must be classified, rather than automatically treated as identical product categories.

24.4 Testing and coordinated disclosure

The parties shall coordinate credible vulnerability reports, security patches, vulnerability disclosure and forensic preservation. Client shall not conduct intrusive penetration tests against shared infrastructure without appropriate prior permission. Sparkm4n may take proportionate emergency containment steps to prevent imminent harm and will give notice where reasonably practicable.

24.5 No unlimited guarantee

Absolute security cannot be guaranteed. This does not release Sparkm4n from specific contractual security commitments, statutory obligations, liability for fault or obligations imposed by a binding DPA.

§ 25 — Privacy, processor agreements and lawful international transfers

25.1 Role-specific compliance

Each party complies with the privacy and data-protection laws applying to its role and operations, including, as applicable, EU GDPR and UK GDPR, Swiss FADP, US federal/state privacy laws, Canadian PIPEDA and provincial law, Brazil LGPD, Singapore PDPA and other laws listed in the Regional Schedule. Merely naming a law does not mean that law necessarily applies to each Order.

25.2 Separate DPA mandatory when appropriate

If Sparkm4n processes personal data on behalf of Client, the parties shall execute a compatible written DPA before relevant processing begins, including instructions, purpose, categories of people and data, technical and organisational measures, assistance, incident process, sub-processors, audits and return/deletion. Where both parties act as independent controllers, a processor DPA is not a substitute for allocating their independent duties. Joint controllership requires its own lawful arrangement where applicable.

25.3 International transfer mechanisms

Cross-border transfers require a valid mechanism for the specific originating country, parties and transfer. EU Commission SCCs, the UK IDTA/Addendum, Swiss adaptations, Brazilian ANPD transfer clauses or other mandatory local instruments may be needed; these Terms alone are not a substitute for executing those required clauses, transfer assessments or supervisory authorisations.

25.4 Sub-processors and hosting

The product-specific DPA or published incorporated sub-processor list will identify authorised processing categories and material locations, plus a lawful change-notification process. Client shall not assume EU-only hosting or local data residency unless explicitly purchased. Onward transfers and use of support personnel are subject to the relevant DPA and data law.

25.5 Retention and deletion

Billing and business records may be retained for tax, accounting, legal defence and regulatory reasons. Processor-held personal data is returned or erased according to binding Client instructions, the DPA and law, not a blanket automatic six-month rule. Marketing contact records and audience lists require lawful retention and suppression policies.

25.6 Data subject requests and authority inquiries

Each party will reasonably support the other in responding to legally valid individual requests, audits and regulator notices as required by the DPA and applicable law. Neither party may claim to provide legal advice or certify a campaign’s compliance merely by supplying technical integration or a sample privacy text.

§ 26 — Confidentiality, non-solicitation and records

26.1 Mutual confidentiality

Each party shall keep the other party’s non-public business, pricing, security, strategy, customer, source-code and personal information confidential; access will be restricted to people with a legitimate need and appropriate confidentiality duties. Exceptions apply to independently developed information, lawful prior knowledge, information received without duty from another source and material lawfully public without breach.

26.2 Necessary disclosures

Disclosure to employees, professional advisers, insurers, approved contractors or regulators is permitted to the extent reasonably necessary and subject to appropriate protections. Legally compelled disclosure shall, where permissible, be preceded by prompt notice and reasonable efforts to limit the scope.

26.3 Duration

Confidentiality obligations continue for five years after the relevant disclosure or termination; trade secrets remain protected for so long as they qualify for protection under applicable law, and personal data remains protected for as long as required by the DPA and law. The Order may provide a longer lawful period for particularly sensitive information.

26.4 Personnel non-solicitation

Where legally permissible, during an engagement and for 12 months thereafter neither party shall intentionally induce key staff directly involved in the other party’s project to breach employment obligations. General advertisements, unsolicited applications, legally protected hiring activity and relationships predating the engagement are excluded. No automatic punitive hiring fee is imposed, and local competition/employment law governs any enforceability.

26.5 Records and evidence

The parties will maintain commercially reasonable records of acceptance, approvals, scope changes, material security instructions and invoices, subject to data minimisation and applicable retention laws.

§ 27 — Client materials, brand references and publicity

27.1 Client content rights

Client warrants it is authorised to provide its trademarks, copy, images, datasets, mailing lists, testimonials and account credentials for the agreed purposes. Sparkm4n shall not knowingly exceed the permissions granted or strip mandatory third-party rights notices.

27.2 Portfolio and project references

Sparkm4n may make a factual, non-confidential description of completed work and publicly visible non-sensitive features, but Client names, protected logos, non-public analytics, case studies, customer testimonials and identifiable performance figures require separate permission where use would otherwise be unauthorised. A Client may request no public reference at any time for future promotional use; no default opt-out fee applies.

27.3 Case study approval

Public numerical results, screenshots containing confidential data, testimonial quotes and confidential campaign strategy require Client’s specific written approval before disclosure; permission does not authorise deceptive endorsement claims or breach of a social-media platform’s policies.

27.4 Marks and goodwill

Except where a lawful portfolio permission or licensed white-label arrangement expressly states otherwise, neither party may use the other’s trademarks to suggest endorsement, agency, partnership or public certification.

§ 28 — White-label, affiliates, referrals, resale and commissions

28.1 Separate partner agreement

Agency resale, SaaS white labelling, sub-licensing, marketplace distribution, partner attribution and commissions are permitted only under a signed partner/reseller schedule or Order. A standard internal-use SaaS licence gives no right to resell, copy, white label or sublicense to end customers.

28.2 Roles and customer contracting

The partner agreement shall identify merchant of record, supplier of record, invoice issuer, tax collector, support contact, end-user terms, brand ownership, service representation, privacy roles, chargeback risk and legal responsibility for marketing to end users. Client shall not promise unavailable functions, warranties or insurance cover on Sparkm4n’s behalf.

28.3 Commission basis

Commissions arise only on the transactions and attribution conditions expressly defined in the partner schedule (for example, net actually received subscription revenue, excluding taxes/refunds/discounts, approved attribution windows and chargeback reversals). No commission or trailing renewal percentage is implied by introducing a customer. Payout currency, threshold, statement cycle, retention, clawbacks and anti-fraud controls are specified in the partner agreement.

28.4 Commercial-agent status

Where the arrangement may qualify as commercial agency, dealership, franchise or another locally regulated intermediary category, the parties must address any mandatory notice, compensation, registration or post-termination rights. These Terms cannot waive mandatory commercial-agent protections by relabelling the relationship.

§ 29 — Warranties and statutory defect remedies

29.1 Services and accepted specifications

Sparkm4n warrants that professional services will be performed with reasonable skill and care and that fixed-scope deliverables will materially conform to the accepted specification upon acceptance, subject to the legal classification of the undertaking. Nothing here creates an unqualified guarantee that complex software will be permanently error-free or compatible with undisclosed future systems.

29.2 Warranty periods and governing law

Where a validly agreed contractual remediation period is included in an Order, it applies only to the extent it does not impermissibly shorten or replace mandatory legal remedies. For German-law work contracts, applicable distinctions under §§ 634, 634a BGB and work-type classification are preserved; an automatic universal 12-month limitation is not imposed across all jurisdictions and works.

29.3 Exclusions limited to causal effect

Sparkm4n is not liable for a deficiency to the extent demonstrably caused by Client’s unauthorised changes, negligent hosting maintenance, expired third-party licences or interference outside Sparkm4n’s control, unless Sparkm4n undertook to manage the relevant risk or failed to give a required warning. Non-payment does not in itself eliminate statutory rights to a defect-free contracted work result.

29.4 Remedies

Client shall provide sufficiently detailed notice and a reasonable opportunity for inspection and cure. Statutory rights, including repair, replacement, reduction, rescission, damages or lawful self-remedy where available, remain applicable subject to valid limitations under the governing law.

29.5 No guaranteed marketing metrics

Where no specific outcome-based guarantee is expressly signed, SEO placement, sales, applicant quality, ad revenue, algorithmic AI visibility and specific commercial metrics are not guaranteed. Any performance-protection promise expressly made in the Order remains effective.

§ 30 — Third-party IP claims, content indemnities and claim cooperation

30.1 Provider-origin work

Subject to applicable law and the agreed liability limits, Sparkm4n will reasonably defend and indemnify Client against substantiated third-party claims that original work specifically authored by Sparkm4n for Client, used within authorised scope, infringes an enforceable copyright or trade mark right. Sparkm4n may at its cost obtain rights, modify the affected work or replace it with substantially equivalent compliant functionality, without impairing mandatory remedies. The remedy is subject to clear carve-outs for Client-provided assets, Client alterations and combinations not authorised by Sparkm4n.

30.2 Client-origin material

Client indemnifies Sparkm4n against legally recoverable third-party claims arising from Client’s infringing or unlawful materials, independently directed prohibited messaging, or misuse of deliverables outside the permitted licence, to the extent caused by Client. This does not shift liability for Sparkm4n’s own negligent, wilful or unlawful conduct and does not automatically make public-law fines recoverable.

30.3 Procedure

The protected party shall promptly inform the indemnifying party, reasonably cooperate and refrain from prejudicial admissions. Control of defence or settlement may be granted only where lawful and where the proposed settlement does not bind the protected party to non-monetary duties or admissions without its consent. Failure of prompt notice only reduces duties to the extent the delay materially prejudices defence.

30.4 Third-party software and AI

Third-party OSS, stock assets, AI models and platform products carry their licensors‘ terms, risk allocation and rights. Sparkm4n remains responsible for undertakings it specifically makes, but cannot purport to assign rights it never acquired or promise universal non-infringement of probabilistic AI outputs.

§ 31 — Liability, foreseeable loss and non-excludable rights

31.1 No limitation for protected cases

Nothing in these Terms excludes or limits liability for intentional misconduct, gross negligence where exclusion is impermissible, death or personal injury, fraudulent misrepresentation, an expressly assumed guarantee, mandatory product liability, non-waivable data-protection obligations, or another category that applicable law prohibits excluding. Any German-law interpretation shall maintain the required protection for fundamental contractual duties (Kardinalpflichten).

31.2 Ordinary negligence and essential duties

To the extent legally valid, Sparkm4n is liable for simple negligence in violating material duties necessary for proper performance, limited to the reasonably foreseeable loss typical of the contracted service. For other non-essential duties, simple-negligence liability is limited to the extent lawful. A purely fees-paid or zero-fee formula cannot eliminate material duty protection.

31.3 Negotiated commercial cap

Where legally enforceable, the aggregate contractual damages liability for ordinary negligence during a 12-month period is limited to the greater of (i) fees actually paid or payable under the affected Order in the preceding 12 months and (ii) EUR 25,000, unless the Order specifies a different commercially negotiated cap. This cap does not apply to the non-limitable categories in §31.1 or restrict mandatory compensation rights. Separate caps or carve-outs for IP, confidentiality or data breaches must be expressly negotiated and reflected in the Order and insurance reality.

31.4 Types of loss

Indirect, special, exemplary or punitive losses, speculative lost opportunity, lost profits and consequential business interruption are excluded only where and to the extent such exclusions are valid and do not defeat the remedy for a foreseeable, typical loss resulting from breach of an essential duty. Data-loss damages may be assessed with reasonable regard to agreed backup responsibilities and prudent recoverability, not automatically waived.

31.5 Client liability

Client’s liability is governed by its own contractual duties and applicable law; an unjustified, unlimited one-sided indemnity is not intended. Either party must take reasonable steps to mitigate foreseeable losses where legally required.

31.6 Insurance and liability are distinct

The existence, amount or terms of an insurance policy are not themselves a universal measure, extension or limitation of legal liability. An insurer’s claims decision does not by itself determine whether the Client has a valid claim against Sparkm4n.

§ 32 — Hiscox insurance disclosure and territorial limitations

32.1 Identity and historic evidence

Sparkm4n has provided a Hiscox SA „Net IT by Hiscox“ policy and professional/general-liability certificates issued for the insurance period 25 March 2023–24 March 2024. That historic schedule identified EUR 300,000 per professional indemnity/financial-loss occurrence (threefold annual aggregate) and EUR 3,000,000 per bodily injury/property-damage occurrence under general liability (threefold annual aggregate), subject to different deductibles, exclusions and sublimits. These figures are historic document descriptions, not representations of insurance currently in force.

32.2 Current coverage is separately verified

For a proposed assignment, a Client may request the current insurer-issued confirmation of relevant insured activities, sums, territory, US/Canada litigation, coverage triggers, contractual liability and specific risk endorsements before relying on any claimed coverage. Sparkm4n undertakes no separate contractual promise that every IT, SaaS, programming, AI, advertising, cyber or data-protection incident is insured up to EUR 3 million.

32.3 Particular exclusions and risk review

The 2023 historic policy expressly extended certain digital marketing and consultancy activities, but also described exclusions relevant to unsolicited consumer communications and direct-mail services. Its general-liability module contained a specific USA/Canada territorial extension; that wording must not be treated as proof that all professional financial losses anywhere in the world are insured. High-risk activities, regulated software and specific countries may require written endorsement or higher insurance limits before contract signature.

32.4 Independent contract rules

Neither an insurance certificate nor this clause converts a stated insured sum into a contractual damages cap, an insurance guarantee or a waiver of a Client’s mandatory rights. The parties may negotiate justified evidence-of-insurance conditions for enterprise orders.

§ 33 — Subcontractors, independent status and confidential operations

33.1 Qualified assistance

Sparkm4n may use employees, independent specialists and subcontractors for design, software, SEO, advertising, creative production, support and agreed hosted services. Sparkm4n remains responsible to Client for its own performance obligations and for subcontractor acts to the extent applicable law provides; the contract does not guarantee that every task is performed personally by Sparkm4n’s owner.

33.2 Security and processing

Subcontractors must receive appropriate confidentiality, security and IP obligations. Personal-data subprocessors are appointed only under the applicable DPA and transfer rules, including any necessary consent, notice or objection mechanism.

33.3 Independence

Neither party becomes a general agent, employee, fiduciary, franchisor, partner or joint venturer merely by signing these Terms. No party may bind the other to commitments without express authority. Each party is responsible for its own employment, payroll and business registration duties.

§ 34 — Term, renewal, termination and post-contract handover

34.1 Project duration

Fixed-scope projects run until lawful completion, termination or agreed expiry, while retainers and subscriptions run for the term and renewal rules expressly accepted in the Order. Month-to-month marketing retainers may be cancelled on 30 days‘ notice to the end of the relevant monthly period unless a different valid notice period is expressly agreed.

34.2 Client cancellation of works

Where German law governs a contract for work, Client’s rights to terminate under § 648 BGB and either party’s rights under § 648a BGB apply, subject to lawful calculation of remuneration, saved expenditure and other applicable statutory rules. A blanket „pay only work completed“ or automatic loss of deposits cannot supersede these rules.

34.3 Cause and cure

A party may terminate a continuing service or contract for material breach where legally permitted, ordinarily after written notice stating the breach and allowing 14 calendar days to cure. An immediate termination may be permitted for illegality, serious security risk, sanctions, material confidentiality violation or other circumstances legally constituting good cause. Mere insolvency petition does not create an unconditional automatic termination right regardless of mandatory insolvency rules.

34.4 Effects and settlement

On termination the parties account for amounts earned and lawful prepayments/refunds under the specific contract type. Client receives its own authorised account credentials, paid deliverables and data through the applicable exit procedure, without transferring Sparkm4n proprietary code beyond the agreed licence. Sparkm4n may disable its own subscription service once lawful termination and any applicable access/export period are complete.

34.5 Cooperation and preservation

The parties shall reasonably cooperate to avoid unsafe outages, prevent unauthorised data disclosure, preserve evidence of disputes and provide documented transition information. Out-of-scope migration or specialist exit services are separately chargeable subject to any non-waivable portability/switching rights.

34.6 Continuing clauses

Accrued payment obligations, licences intended to survive, confidentiality, lawful retention, IP and the dispute-resolution provisions survive termination to the extent their purpose requires.

§ 35 — Force majeure, third-party failures and extraordinary events

35.1 External events

Neither party is responsible for delayed performance to the extent an unforeseeable event beyond reasonable control actually prevents that performance and could not reasonably be avoided or mitigated, including natural disasters, severe infrastructure failure, war, sanctions, government prohibition or a materially disruptive external cyberattack despite adequate precautions. Ordinary staffing shortages, foreseeable cash-flow issues and avoidable failures are not automatically force majeure.

35.2 Notice and mitigation

The affected party will promptly explain the impact, expected duration and mitigation measures where feasible. Payment for services already rendered remains due except where law provides otherwise. Timelines may be extended for the period reasonably affected, without cancelling confidentiality, security or urgent damage-control duties.

35.3 Prolonged event

If a material obligation remains impossible for more than 30 consecutive days, either party may invoke available contractual or statutory termination rights, with equitable settlement of services performed and lawful refunds, taking account of the nature of any already-paid subscription or prepaid commitment.

§ 36 — Sanctions, anti-corruption, export controls and regulated industries

36.1 Lawful trade and integrity

Both parties shall comply with applicable anti-bribery, anti-corruption, anti-money-laundering, export-control and sanctions laws, including relevant EU, German, UK, US or UN measures to the extent applicable. Each party will avoid inducing the other to make prohibited payments or supply technology to sanctioned recipients. Sparkm4n may require reasonable customer identity and sanctions verification.

36.2 Restricted technology and sectors

Provision of encryption, cyber tools, data processing, AI models and software across borders may trigger export classifications and licensing. Financial, health, legal, education, gambling, children, election, security, biometric and employment use cases may require industry permissions or special contractual terms. Ordinary acceptance of a website Order is not a regulatory licence or legal opinion.

36.3 Compliance requests and suspension

Sparkm4n may refuse an unlawful instruction or suspend only the affected performance when necessary to comply with credible sanctions, safety, legal or platform restrictions, with prompt notice where lawful, reasonable cooperation and proper settlement. Neither party must violate applicable law to perform a commercial commitment.

36.4 Child and sensitive information

Without express approval, lawful basis and required protections, Client shall not instruct Sparkm4n to gather children’s data, special-category data, biometric data, precise location histories or credentials for sensitive systems for unrelated marketing or model training. Additional industry and country requirements shall be documented in the Order and DPA.

§ 37 — Local-law responsibility and country-specific conditions

37.1 Allocation follows statutory role

Client is responsible for the lawfulness of its own business, marketing claims, customer-facing products, corporate registrations and materials; Sparkm4n remains responsible for compliance duties arising from its own acts and its role as provider, advertiser, processor or software supplier. No party is made solely responsible for every regulatory obligation by a general indemnity or local-law disclaimer.

37.2 Country and sector onboarding

Before processing local personal data, launching direct outreach, entering a regulated industry or issuing invoices in a new market, the parties shall identify any mandatory language, licencing, hosting/data-residency, lawful contact, VAT/GST, withholding, local privacy representative, employment, advertising or procurement requirement that materially affects the delivery model.

37.3 Regional Schedule controls operational screening, not statutory text

The Regional Compliance Schedule below is part of these Terms solely as an allocation and diligence framework. It provides illustrative risk references, not a certification that every listed local rule is incorporated or that the contract automatically complies worldwide. Where specific law requires a verbatim DPA/transfer clause, particular mandatory terms, local forum or a regulator filing, the parties shall use the appropriate separate document.

37.4 Changes in law

If a legal change materially affects lawful feasibility, the parties shall promptly consult on proportionate changes, costs, timings and alternatives. No party can unilaterally charge unlimited compliance fees. Where compliance is impossible or unduly alters the contracted purpose, termination and repayment follow the applicable legal and contractual rights.

§ 38 — Escalation, mediation, court jurisdiction and optional arbitration

38.1 Good-faith notice of dispute

Before filing an ordinary commercial claim, a party should notify the other in writing of the contract, facts, disputed amount, requested relief and supporting records. The respondent will target an initial substantive reply within five Business Days. This informal process does not prevent interim protective measures, urgent claims, lawful debt collection, mandatory regulatory reporting or actions to stop limitation periods.

38.2 Management negotiation

The dispute is referred to representatives able to resolve it, who will attempt good-faith settlement within 15 calendar days after a sufficiently described dispute notice. Communications are confidential only to the extent permitted by applicable evidence and settlement privilege rules; neither party must concede rights by negotiating.

38.3 Voluntary mediation

If no settlement is achieved, the parties may jointly agree in writing to mediation under an appropriate provider (such as DIS/ICC mediation, ICDR/AAA, SIAC-related mediation arrangements, CAM-CCBC, AFSA, ACICA or suitable regional mediation centres). Mediation is not an automatic jurisdiction transfer and does not delay urgent relief unless law or express agreement requires it. The parties will specify mediator, language, remote attendance and fee sharing before it begins.

38.4 Governing law and default courts

Unless an individually negotiated Order expressly provides otherwise, the contractual relationship is governed by the laws of the Federal Republic of Germany, excluding its conflict-of-laws rules to the permissible extent and excluding the UN Convention on Contracts for the International Sale of Goods (CISG) to the extent applicable. Where a valid exclusive jurisdiction agreement is legally permitted between the parties, the competent courts having jurisdiction over Sparkm4n’s registered business address in Germany have exclusive jurisdiction. If a local statute makes exclusivity invalid or imposes a mandatory forum, that mandatory rule prevails; no specific German Amtsgericht is pre-designated for all values or claims.

38.5 Optional arbitration by express election only

There is no automatic binding arbitration under these general Terms. Arbitration applies only if both parties expressly accept a self-contained Arbitration Election in the Order or a separate arbitration agreement that names the administering institution, procedural rules, legal seat (city/country), language, number of arbitrators, governing law of the arbitration agreement and allocation framework for costs. Such an election replaces the default litigation forum for claims within its scope, subject to lawful interim remedies and enforcement proceedings. Merely mentioning an institution in the Regional Schedule does not create an arbitration agreement.

38.6 Enforcement and third-party procedures

The parties recognise that the New York Convention may support recognition and enforcement of qualifying awards, subject to its requirements and national reservations. Government agencies, regulators, payment networks and data protection authorities retain any non-waivable competence. Consumer and employment dispute mechanisms are not displaced by B2B wording where their mandatory jurisdiction applies.

§ 39 — Notices, entire agreement, assignment, severability and language

39.1 Formal notices

Notices under these Terms shall be delivered by email to the latest formal contact addresses notified under the Order or by reliable written delivery to the parties‘ legal addresses. Sparkm4n’s general contractual contact is info@sparkm4n.de unless an Order specifies a dedicated support or legal address. Notice effectiveness depends on demonstrable delivery and any mandatory statutory formalities.

39.2 Entire agreement and no waiver

The agreed written contract documents supersede prior proposals only to the extent they address the same subject and do not override expressly preserved individual commitments. A party’s failure to enforce a right once does not constitute a permanent waiver. Amendments must follow the effective contractual method and cannot nullify rights reserved by law.

39.3 Assignment and structural changes

Neither party may transfer the entire contract to a competitor or unrelated company without approval where the transfer materially prejudices legitimate interests, except for lawful business succession or as expressly agreed. Assignment of receivables and mandatory succession rules are preserved where applicable. Additional transfer restrictions must comply with applicable commercial law.

39.4 Severability

If a provision is wholly or partially invalid, the remaining provisions apply to the extent law permits. The invalid text is treated under applicable statutory replacement and interpretation rules; there is no automatic self-executing replacement by a clause more favourable to Sparkm4n.

39.5 Language

English is the governing language for these International Terms and the covered international Orders unless a valid country addendum or individually negotiated contract specifies a controlling local-language version. Mandatory customer language, regulator filing, translation and formal-notice requirements remain unaffected.

39.6 Effective version

These International Terms apply to Orders newly accepted on or after 14 October 2026, if and only if properly incorporated at formation. Previously concluded agreements are not retrospectively modified solely by publication of this version.

§ 40 — Regional compliance schedule — Europe, UK and wider EMEA

40.1 European Union / EEA (excluding DACH for these International Terms)

Relevant markets: France, Spain, Italy, Netherlands, Belgium, Ireland, Poland, Portugal, Sweden, Denmark, Finland, Norway, Greece, Czechia, Romania, Croatia, Estonia, Latvia, Lithuania and other EU/EEA jurisdictions. Screen: GDPR/ePrivacy and national direct-marketing rules; commercial practices and sector advertising; EU AI Act and local enforcement; applicable EU accessibility obligations; data transfer and processing arrangements; EU Data Act for qualifying data-processing services; EU Cyber Resilience Act for covered digital products; VAT place-of-supply/reverse-charge requirements; applicable Rome I/Brussels Ia provisions. Local mandatory laws and language obligations are evaluated by country and product; the EEA is not a single identical regulatory implementation for marketing outreach.

40.2 United Kingdom

Screen: UK GDPR, Data Protection Act 2018, PECR direct marketing (including different treatment of corporate subscribers and sole traders), the Data (Use and Access) Act 2025 as implemented, UK international transfer instruments, consumer/public law where applicable, intellectual property, UK advertising codes and sector regulations. For contractual disputes, the forum and enforcement analysis must distinguish England & Wales, Scotland and Northern Ireland as appropriate.

40.3 Non-EEA Europe and neighbouring markets

Relevant markets: Türkiye, Serbia, Ukraine, Georgia and others. Screen: each market’s own privacy and marketing legislation, mandatory advertising restrictions, sanctions, hosting localisation, payment rules and enforcement. EU GDPR may independently apply extraterritorially where its legal conditions are met; it is not universally imported by this document.

40.4 Middle East / Gulf

Relevant markets: United Arab Emirates, Saudi Arabia, Qatar, Bahrain, Kuwait and Oman. Screen: UAE federal PDPL and any separate DIFC/ADGM rules; Saudi PDPL/SDAIA transfer safeguards and relevant telecom/content rules; sectoral advertising, religious/cultural restrictions, tax and VAT, local contracting/enforcement constraints and data localisation if applicable. Free-zone and mainland privacy regimes may differ. No automatic assumption that EU SCCs alone suffice for transfers originating under local Gulf law.

§ 41 — Regional compliance schedule — North and South America

41.1 United States

Screen: FTC truth-in-advertising, endorsement/testimonial and CAN-SPAM rules; TCPA/FCC telemarketing and applicable state-specific calling/recording laws; state privacy statutes including California CPRA/CCPA where their thresholds and territorial criteria are satisfied; children’s data and regulated sector requirements (for example health or financial information), unfair contract law, state tax nexus/sales tax for SaaS, export restrictions and sanctions. A US company is not automatically subject to every state’s privacy act, but state and federal restrictions may overlap. B2B email is not categorically exempt from CAN-SPAM.

41.2 Canada

Screen: CASL for commercial electronic messages, CRTC guidance and consent exemptions, PIPEDA or applicable provincial legislation, Québec private-sector privacy legislation where applicable, provincial consumer and contract requirements, Canadian anti-telemarketing rules, sales taxes and software/source tax classification. Local procedures may be needed for French-language and Québec business dealings; B2B status alone does not eliminate CASL.

41.3 Mexico and Central America

Relevant markets: Mexico, Costa Rica, Panama and others. Screen: Mexico’s Federal Law on Protection of Personal Data Held by Private Parties as replaced in March 2025, marketing permissions, electronic invoices/tax and cross-border licensing rules; locally applicable privacy and telecommunications laws elsewhere. Special local counsel review is required before handling regulated customer databases or transferring substantial personal data.

41.4 Brazil

Screen: Lei Geral de Proteção de Dados (LGPD), ANPD Resolution CD/ANPD No. 19/2024 (international transfer regulation and approved standard contractual clauses), Brazilian advertising rules, consumer law where B2C distribution occurs, software/licensing and source-withholding taxes and local enforcement. Brazil’s mandatory standard clauses may need to be incorporated without rewriting or substituting these general Terms.

41.5 Spanish-speaking South America

Relevant markets: Colombia, Chile, Argentina, Peru, Uruguay, Ecuador and neighbouring markets. Screen: national personal data rules (including Colombia’s Law 1581/2012), direct-marketing, transfer and consumer restrictions, withholding/royalty taxation, enforceability of foreign jurisdiction provisions, mandatory language and local currency issues. Chile’s Law 21.719 reforms data protection and becomes effective 1 December 2026; corresponding project reviews shall account for its operative date. Use a local addendum for high-volume recurring data handling or country-specific tax promises.

§ 42 — Regional compliance schedule — Asia and Oceania

42.1 Singapore and Hong Kong

Singapore: PDPA, PDPC Transfer Limitation Obligation, notifiable data-breach rules, Do Not Call requirements, sector and advertising requirements, tax treatment, and appropriate processing clauses. Hong Kong: Personal Data (Privacy) Ordinance and applicable PCPD guidance, electronic messages/telecommunications law, IP and licensing; section 33 cross-border regime must be assessed based on whether it has legally commenced rather than assumed effective solely because it appears in the legislation.

42.2 India

Screen: Digital Personal Data Protection Act 2023, DPDP Rules 2025 and staggered effective dates, existing information-technology/cyber requirements where relevant, sector data handling, anti-spam/telecom restrictions, GST, tax withholding on software/services, permanent-establishment risk and local documentation. Rules not yet commenced at the time of performance are not treated as already enforceable solely because notified in 2025.

42.3 Japan, South Korea and China

Japan: APPI and PPC international data transfer guidance; marketing and telecom laws. South Korea: PIPA/PIPC requirements and direct-marketing rules. China: PIPL, Data Security Law, Cybersecurity Law and applicable outbound-transfer and localisation mechanisms with current thresholds/exemptions. Contracts involving Chinese regulated datasets or offshore access generally require tailored legal review; these Terms do not replace Chinese mandatory filings or security assessments.

42.4 ASEAN and additional Asia-Pacific jurisdictions

Relevant markets: Indonesia, Malaysia, Thailand, Vietnam, Philippines, Taiwan, Bangladesh and Nepal. Screen: local privacy regimes (including Indonesia PDP Law, Thailand PDPA, Philippines Data Privacy Act, Malaysia PDPA and Vietnam’s applicable data protection regime), telecom marketing, cross-border hosting, content censorship, sector approvals, local tax and currency restrictions. Do not move sensitive datasets across borders based solely on a general consent representation.

42.5 Australia and New Zealand

Australia: Privacy Act 1988, APP 8 cross-border disclosure, Spam Act 2003, Do Not Call rules, Australian Consumer Law to the extent applicable to business services, and GST for digital products where required. New Zealand: Privacy Act 2020 (including Information Privacy Principle 12), Unsolicited Electronic Messages Act 2007, local tax and service contracting. Appropriate local processing and overseas disclosure safeguards are required where statutory triggers are met.

§ 43 — Regional compliance schedule — Africa, escalation and special markets

43.1 Southern Africa

Relevant markets: South Africa, Namibia, Botswana and neighbouring states. Screen: South Africa’s Protection of Personal Information Act (POPIA), especially section 72 transfers, electronic communications and direct marketing, VAT and sectoral financial rules; jurisdiction-specific privacy statutes in neighbouring states. A foreign transfer may require legal basis and appropriate transfer protection.

43.2 West and East Africa

Relevant markets: Nigeria, Ghana, Kenya, Uganda, Tanzania, Rwanda and neighbouring states. Screen: Nigeria Data Protection Act 2023 and implementing guidance as applicable, Kenya Data Protection Act 2019 and ODPC requirements, Ghana Data Protection Act and relevant local privacy/communications restrictions, VAT/withholding and public procurement. The Client and Provider must assess registration, representative and data-transfer requirements in light of actual processing.

43.3 Francophone Africa / OHADA

Relevant markets: Côte d’Ivoire, Senegal, Cameroon and other OHADA member states. Screen: national privacy and marketing laws, OHADA commercial/arbitration rules if legally applicable, the CCJA institutional structure and national enforcement. OHADA arbitration law and CCJA mechanisms do not make CCJA arbitration automatically mandatory in this contract.

43.4 Regional settlement routing (informative; non-binding)

Potential mediation/arbitration institutions by mutual written election include DIS/ICC in Europe, ICDR/AAA and ICC in North America, CAM-CCBC/ICC in South America, SIAC/HKIAC/ICC in Asia, ACICA/ICC in Oceania, ICC/appropriate regional institutions in the Gulf, and AFSA/CCJA/ICC where suitable in Africa. This list is illustrative, not exclusive; institutions‘ current rules, costs, jurisdictions and ability to administer the actual matter must be checked. Only the separately executed Arbitration Election under §38.5 is binding.

43.5 Priority escalation for restricted markets

Before entering any country affected by comprehensive sanctions, export controls, capital restrictions, compulsory localisation, mandatory national-language contracting, local licence requirements or foreign-judgment enforceability issues, Sparkm4n may require a specific jurisdictional addendum and legal review. No general clause certifies a lawful ability to sell or collect payment in every country.