Terms & Conditions

These Terms and Conditions ("Agreement") govern all advisory, technical, strategic, or support services ("Services") provided by Spark Strategic LLC ("Service Provider") to any client ("Client"). By engaging Service Provider for Services, Client agrees to be bound by this Agreement.

1. Scope of Services

1.1 Service Provider provides advisory, technical guidance, system reviews, architectural support, audits, and related consultation as requested by the Client.

1.2 Services are delivered according to the support models published by Service Provider, which may include:

• General Advisory & Support
• Priority & Time-Sensitive Support
• Immediate/Emergency Support
• Monthly Retainer Services

(collectively, the "Service Tiers").

1.3 Current Service Tier descriptions and rates are published by Service Provider and may be updated from time to time. The version in effect at the time of booking applies to that engagement.

2. Client Responsibilities

2.1 Client agrees to provide timely access to required systems, documentation, personnel, and resources necessary for Service Provider to perform the Services.

2.2 Client is solely responsible for the accuracy, completeness, and integrity of any data, systems, or information provided.

2.3 Client acknowledges that the quality and completeness of Service Provider's work may be constrained by limitations of Client's existing systems, processes, configurations, and data availability.

3. No Guarantee of Outcome

3.1 Service Provider does not guarantee any specific result, outcome, or performance improvement.

3.2 Service Provider provides recommendations and findings based on information available and reasonable professional judgment.

3.3 In cases involving compliance-related work, such as SOC 2 readiness assessments, HIPAA gap analyses, security reviews, or assessments, Client acknowledges:

• Service Provider does not serve as the Client's compliance officer.
• Service Provider cannot certify or guarantee official compliance.
• Service Provider's ability to assess or remediate compliance risks may be limited by Client's systems, policies, or operational constraints.
• Final responsibility for compliance decisions, implementation, and regulatory obligations rests solely with the Client.

3.4 Service Provider's availability for reserved hours is only guaranteed once prepaid retainer payment is received.

3.5 Service Provider's availability for Priority or Emergency support is not guaranteed and is subject to schedule, capacity, and existing commitments.

3.6 Client is solely responsible for the accuracy and completeness of any evidence, documentation, or system information provided for compliance-related assessments.

4. Fees & Payment

4.1 Service fees are billed according to the selected Service Tier, as documented in Service Provider's current rate schedule.

4.2 Priority and emergency work may include additional fees as outlined in the applicable Service Tier descriptions.

4.3 Monthly retainers must be paid in advance and are applied to reserved hours first. Unused reserved hours do not roll over unless otherwise agreed in writing.

4.4 All invoices are due upon receipt unless otherwise agreed in writing. Late payments may delay service delivery or suspend work.

4.5 Depletion of Reserved Hours: Once the Client's prepaid reserved hours have been fully consumed:

• Services will be billed at the standard Ad-hoc hourly rate then in effect.
• The Priority Support fee will no longer be waived and will be charged as applicable.
• Any requests requiring expedited or time-sensitive assistance will be subject to the Priority or Emergency Support fees as defined in the Service Tiers.
• Service Provider has no obligation to provide continued support until additional hours are purchased or a new retainer is established.

5. Intellectual Property

5.1 All pre-existing materials, tools, and methodologies used by Service Provider remain Service Provider's intellectual property.

5.2 Client receives a non-exclusive, non-transferable license to use deliverables created for Client's internal business purposes.

6. Confidentiality

6.1 Both parties agree to maintain confidentiality of non-public business information shared during the engagement.

6.2 Service Provider agrees to use reasonable administrative, technical, and physical safeguards to protect confidential information, including PHI when applicable.

6.3 Service Provider does not maintain or store Protected Health Information ("PHI") except where necessary for the engagement, and Client is responsible for limiting PHI exposure to only what is required.

7. Limitations of Liability

7.1 Service Provider's total liability for any claim related to the Services is limited to the amount paid by Client for that specific engagement.

7.2 Service Provider is not liable for:

• Indirect, incidental, or consequential damages
• Loss of business, profits, revenue, or data
• Compliance actions resulting from Client's systems or decisions
• Issues from Client's failure to follow recommendations

7.3 Service Provider is not responsible for issues caused by third-party vendors, hosting providers, software platforms, or Client personnel.

8. Warranties & Disclaimers

8.1 Services are provided "AS IS" without any warranties.

8.2 Service Provider does not provide legal advice or compliance certification.

8.3 Compliance and security guidance is informational and technical only.

8.4 The Client retains sole responsibility for compliance with all applicable laws, regulations, and industry standards, regardless of any guidance provided by Service Provider.

8.5 Nothing in this Agreement constitutes legal or regulatory advice. Clients are responsible for consulting qualified legal counsel regarding compliance obligations.

9. Termination

9.1 Either party may terminate with written notice.

9.2 Client must pay for all time incurred up to termination.

9.3 Service Provider may refuse future engagements for non-payment or abuse of urgent service tiers.

9.4 Retainer fees are non-refundable upon termination by Client.

9.5 Non-payment of a monthly retainer invoice is indication of termination and reserved time is forfeited.

9.6 Termination does not relieve the Client of the obligation to pay for Services already performed.

10. Governing Law

This Agreement is governed by the laws of Delaware.

11. Acceptance

By commissioning, scheduling, or paying for Services, the Client acknowledges and agrees to this Agreement in full.

12. Amendments and Versioning

Service Provider may update this Agreement at any time. The version of this Agreement in effect on the date the Client commissions Services, pays an invoice, or otherwise engages Service Provider shall govern that engagement. Service Provider will make the current version publicly available at all times. Continued use of Services constitutes acceptance of the then-current Agreement.

13. Severability

If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.