Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires:

• Business Day means any day other than Saturday, Sunday, or a public holiday when banks in Bengaluru are open.
• Contract means the agreement between Spark Stream Media (“Company”) and the Client for providing Services as per these Terms and the Order.
• Client means the individual or business purchasing Services from the Company as detailed in the Order.
• Force Majeure Event means events beyond reasonable control including strikes, natural disasters, war, government actions, breakdowns, or supplier defaults.
• Company means Spark Stream Media, a company incorporated in India, with registered office at Bhive Premium HSR Sector 6, L-148, 5th Main Rd, Sector 6, HSR Layout, Bengaluru, Karnataka 560102
• Intellectual Property Rights include patents, copyrights, trademarks, trade secrets, software rights, and other proprietary rights whether registered or unregistered.
• Order means a purchase order or written agreement placed by the Client.
• Order Form means a signed document forming a binding contract with these Terms.
• Services means the digital marketing, content creation, consultancy, or any other service provided by the Company.
• Terms means these Terms and Conditions, as may be amended from time to time.

1.2 Singular words encompass plural and vice versa. Gender-neutral language is used throughout.

Applicability of Terms

2.1 These Terms apply exclusively to all contracts with the Client and supersede other conditions unless expressly agreed in writing.

2.2 Any variations to these Terms must be mutually agreed in writing.

The Contract

3.1 The Client’s Order constitutes an offer to purchase Services in accordance with these Terms.

3.2 The Contract is formed upon the Company’s acceptance by written confirmation or by commencing performance of Services.

3.3 The Contract contains the entire agreement between the parties concerning Services.

3.4 The Client confirms not relying on any representation not included in the Contract and acknowledges materials and descriptions provided by the Company are illustrative only.

Company’s Obligations

4.1 The Company will deliver Services with reasonable skill, care, and in material conformity with the Specification.

4.2 The Company will endeavor to meet agreed timelines but is not liable for delays due to Force Majeure or Client-related impediments.

4.3 The Company may use subcontractors or group companies but remains responsible for the Services.

Client’s Obligations

5.1 Provide timely assistance, approvals, and accurate information necessary for Service delivery.

5.2 Approve content, creatives, and changes within agreed deadlines.

5.3 Inform the Company promptly of relevant changes to websites, domains, or technical setups.

5.4 Failure to comply may result in invoicing for Services rendered and the inability to deliver remaining Services.

5.5 The Client indemnifies the Company against legal claims arising from Client-provided Materials infringing third-party rights or breaching applicable laws.

5.6 The Client agrees to implement all recommended optimisation changes.

5.7 The Client must notify the Company prior to making changes affecting Service delivery, understanding such changes may alter results.

Pricing and Payment

6.1 All prices are in Indian Rupees exclusive of GST unless otherwise stated.

6.2 Quotes are estimates and actual charges billed on time or deliverables basis at agreed rates.

6.3 The Company reserves the right to amend estimates for errors or scope changes.

6.4 Payment terms: invoices due within 14 Business Days of issue; late payments incur interest and fees.

6.5 Deposits may be required before work begins and applied against final invoices.

6.6 Additional charges may apply for urgent or extra work caused by the Client.

Liability and Limitations

9.1 Except for willful misconduct or negligence, the Company’s liability is limited to the fees paid for the affected Services.

9.2 The Company is not liable for indirect or consequential losses, loss of profits, data, or reputational harm.

9.3 The Company does not guarantee outcomes such as search engine rankings, traffic volumes, or sales increases.

Intellectual Property

11.1 The Client warrants they have rights to all Materials provided for use in Services and grants the Company a licence to use such Materials.

11.2 The Client indemnifies the Company against breaches of third-party rights.

11.3 All intellectual property developed by the Company during the provision of Services remains the Company’s property unless agreed otherwise.

11.4 The Company may use the Client’s name and logo for promotional purposes during and up to 18 months after the Contract.

Confidentiality

12.1 Both parties agree to keep confidential information confidential, restricted to necessary personnel.

12.2 These obligations survive termination for 5 years.

Term and Termination

13.1 The Contract renews annually unless terminated with 30 days’ written notice before term-end.

13.2 Either party may terminate for material breach or insolvency with immediate effect.

13.3 Non-payment authorizes suspension or termination.

Force Majeure

14.1 Neither party liable for failure due to events beyond control.

14.2 Parties to notify force majeure events promptly.

14.3 If force majeure continues beyond six months, either party may terminate without liability.

Miscellaneous

15.1 The Company may modify or discontinue Services; liability limited to refunding prepaid, unused amounts.

15.2 The Company may provide Services to third parties.

15.3 The Client agrees not to solicit Company personnel during the Contract and 12 months thereafter.

15.4 Failure to enforce any term is not a waiver.

Governing Law

17.1 The Contract is governed by Indian law.

17.2 Parties agree to submit disputes to courts in Bengaluru, Karnataka.