02.06.2024
1.1 These terms and conditions ("Terms") apply to all contracts for the creation and development of applications ("Apps") between Spark Agency ("Agency") and its clients ("Client").
1.2 Any deviating or supplementary terms and conditions of the Client shall only become part of the contract if expressly agreed to in writing by the Agency.
2.1 The Agency agrees to develop the App as described in the specific project proposal, including all functionalities, design elements, and any other specifications agreed upon.
2.2 Any changes or additions to the project scope must be agreed upon in writing and may result in additional charges.
3.1 The total price for the development of the App is fixed and specified in the project proposal.
3.2 All payments are due within 14 days of the invoice date. In case of late payments, the Agency reserves the right to charge interest at a rate of 1.5% per month.
4.1 The Client shall provide the Agency with all necessary information, materials, and approvals in a timely manner to enable the Agency to complete the App.
4.2 The Client is responsible for ensuring that all provided materials do not infringe any third-party rights and comply with applicable laws.
5.1 The Agency will deliver the App within the timeline specified in the project proposal, subject to timely receipt of all necessary information and materials from the Client.
5.2 Upon delivery and receipt of the final payment, the Client shall review the App and provide written acceptance or a list of any issues within 14 days. If no response is received within this period, the App shall be deemed accepted.
6.1 Upon full payment of the Fixed Price, the Client will obtain ownership of the App and all associated source code.
6.2 The Agency retains the right to use the developed App for its portfolio and marketing purposes, unless otherwise agreed in writing.
7.1 The Agency provides a warranty for bug fixes only for a period of 14 days from the date of handover after receipt of the final payment ("Warranty Period").
7.2 During the Warranty Period, the Agency will correct any reported bugs in the App at no additional charge. This warranty does not include the addition of new features or any other modifications.
7.3 Maintenance and support services beyond the Warranty Period are available upon request and subject to separate agreement.
8.1 The Agency’s liability for damages arising out of or in connection with this contract is limited to the amount of the Fixed Price paid by the Client.
8.2 The Agency is not liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, or data, arising out of or in connection with the use of the App or any delay or inability to use the App, even if the Agency has been advised of the possibility of such damages.
8.3 The limitations of liability shall not apply to damages caused by gross negligence or intentional misconduct of the Agency.
8.4 The Agency’s total aggregate liability under this contract, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount of the Fixed Price.
9.1 Both parties agree to treat all confidential information disclosed by the other party as strictly confidential and to use it only for the purpose of fulfilling their obligations under this contract.
9.2 This obligation of confidentiality shall survive the termination of the contract.
10.1 Either party may terminate the contract with immediate effect for good cause. Good cause includes, but is not limited to, a material breach of the contract by the other party.
10.2 In the event of termination, the Client shall pay the Agency for all work completed up to the termination date.
11.1 These Terms shall be governed by and construed in accordance with the laws of Germany.
11.2 Any disputes arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the courts of Germany.
12.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.2 These Terms constitute the entire agreement between the parties and supersede all prior agreements and understandings, whether written or oral.