Welcome to Sparksense Consulting Flutto (sparksense.co). If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which govern sparksense.co relationship with you in relation to this website.

GENERAL

The General Terms and Conditions (GTC) apply for all agreements between Sparksense Consulting Flutto (“Sparksense”) and you, the Client (“Client” or “You”). Sparksense reserves the right to change the GTC at any time without notice. The latest version of the GTC can be found online under General Terms and Conditions. If individual provisions of the GTC are or become invalid, the other provisions will remain valid.

SUBJECT OF THE AGREEMENT

Sparksense provides services including Business development, marketing and commercial prospection, towards identifying qualified prospects (The “Qualified Prospect”). A Qualified Prospect is a potential customer who has available financial resources to make a purchase, as well as the need or desire for the product or service being sold, and the authority to buy.

Sparksense has a network of people available as Freelance Business Developer (“Freelancer”) for project-based commercial development. The Freelancer performs its Business development activities for you at different locations and remotely.

After receiving an order from you, Sparksense assigns a Freelancer best matching to your specific product or service solution. Upon initial on-boarding, the Freelancer in turn identifies potential customers (“Prospect”) within its network and your broader market. The Prospect is contacted by the Freelancer to assess your solution. The Freelancer agrees to use its best efforts to follow-up with each Prospect, validate commercial interest and provide you an up-to-date list of Qualified Prospects (“Service Data”).

Sparksense, however, cannot guarantee you that Prospects that have initially be contacted by the Freelancer will turn into Qualified Prospects or later on as Customer.

Freelancers are not employees or representatives of Sparksense. They are private individuals who use Sparksense to participate in commercial prospection activities. The Freelancer profile is based on information that it provides, reviewed with reasonable effort by Sparksense. The Freelancer is required to complete additional relevant Sales training as deemed appropriate. Sparksense is to be informed immediately if the Freelancer is not carrying out his work to the Client’s satisfaction.

CONCLUSION OF AGREEMENT

Sparksense develops and operates a software platform (Website) that enables You to access Freelancers for executing Business Development activities. A more detailed explanation of all features of our Services is available on our Website.

By placing an order, you initiate the commercial activities with a Freelancer fitting a certain profile. The agreement is executed by You when the order form is completed in full and the “Start now” button is clicked. The agreement comes into binding effect when Sparksense accepts the order and confirms the requested Freelancer to the Client (“Effective date”).

SERVICES FEE AND PAYMENT

A flat fee is charged for the Services as published separately on relevant pages on our Website. You may purchase a paid subscription in advance on a monthly, yearly or other basis or some other recurring interval disclosed to you prior to your purchase on the Website. We may change the price of the subscription fee, at our sole discretion, with a 30-working days’ notice. If you do not agree with a price change, you have the right to reject the change by terminating your subscription prior to the price change.

We may use certified payment systems, which also may charge additional commissions. Detailed information about commissions of such payment systems may be found on their websites/applications.

CONTRACT DURATION AND TERMINATION

Unless your subscription to a Service is terminated in accordance with the terms of this Agreement, your subscription to a Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term.

Either Party may elect to terminate your subscription to a Service as of the end of your then current Subscription Term by providing notice, of no less than thirty (30) days prior to the end of such Subscription Term.

We provide to our first-time Client an unconditional and no questions asked full refund period for termination within 14 (fourteen) days starting from the Effective Date (the “Refund Period”).

Such a refund will be provided only to Client that have not received any commercial prospect contacts or any other related customer information.

Except during the Refund Period or gross negligence, if You elect to terminate Your subscription to the Service prior to the end of Your then current Subscription Term, no refunds or credits for Subscription Charges or other fees or payments will be provided to You.

DUTIES AND RESPONSIBILITIES

The Client shall ensure that the Freelancer will be provided in a timely manner with all documents and information and informed of all events and circumstances required for its services hereunder. This applies also for documents, events and circumstances, which become known after the Freelancer has commenced to provide its services hereunder.

At the Freelancer’s request, you will confirm in writing that the documents and information provided by it to the Freelancer orally and in writing are accurate and complete.

The Freelancer assumes no guarantee and no liability for the data and information delivered and made available to him by the Client as being correct, complete, and up-to-date in terms of content, including derived calculations, analyses, and statements provided, which are based on those data and information,

The Freelancer does not provide any warranty as to the value, utility or otherwise of their contribution provided under the terms of this agreement.

NON-CIRCUMVENTION

You are only allowed to interact with the Freelancer with regards to the execution of the Services. For 24 months from the time you identify or are identified by any party through Sparksense (the “Non-Circumvention Period”), you agree to use Sparksense as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Sparksense Relationship”).

You may opt-out of this obligation only if the Client or prospective Client or Freelancer pays Sparksense an opt-out fee for each such relationship (the “Opt-Out Fee”).

The Opt-Out Fee is equal to the Greater of (i) cumulative Service Fees that would be earned by Sparksense from the Sparksense Relationship during the remainder of the Non-Circumvention Period or (ii) EUR 9000.

CONFIDENTIALITY

At any time hereafter, also after termination of this Agreement, the Freelancer shall keep strictly secret and shall not use for any purposes that are not in the Client’s interest any business and trade secrets and any information marked confidential or to be treated as confidential as may be apparent from other circumstances concerning the Client or any affiliates of the Client which may have or may in the future come to its knowledge. The Client will release the Freelancer from such secrecy obligation if and to the extent that the Freelancer is required to disclose such information by law.

The Freelancer will properly store all business documents provided to it, protect such documents against access by third parties and return them upon termination of this Agreement. The Freelancer shall have no right to keep such documents. Upon request the Freelancer will confirm in writing that it is no longer in possession of any documents of any kind owned by the Principal or provided to it by the Client in connection with this Agreement.

LIABILITY

All cases of breaches of agreement and their legal consequences, as well as all claims by the Client, irrespective of the legal basis for such claims, are governed conclusively in the GTC. Claims for liability shall not exceed the value of the order. Exclusion of liability shall not apply in the event of intent or gross negligence.

The Client shall indemnify, defend and hold harmless Sparksense its affiliates and its and their officers, directors, employees, agents and subcontractors (“Indemnitees“) against all claims, demands, suits, liabilities, costs, expenses (including legal fees), damages and losses suffered or incurred by the Indemnitees arising out of or in connection with:

a) Client’s breach or negligent performance or non-performance of this agreement; or

b) Any actual or alleged infringement of a third party’s intellectual property rights arising from Client information.

Sparksense will use its best effort in the offering of its services at all times. However, Sparksense shall not assume liability for the actions, commercial prospection activities, results or omissions of the Freelancer.

JURISTICTION

The relationship between the parties shall be subject exclusively to Swiss law. The place of jurisdiction for disputes arising from contractual relationship based on the GTC is in Zurich.

WRITTEN FORM

All other agreements between the parties shall only be valid if drafted and confirmed in writing. This shall also apply to any changes to the written requirement.