Professional Services, Projects, Custom Work, and Migration Supplemental Terms
1. Purpose and Scope
These Professional Services, Projects, Custom Work, and Migration Supplemental Terms apply to consulting, configuration, development, installation, migration, restoration, remediation, training, and other one-time or project work.
2. Statement of Work
The scope, assumptions, deliverables, responsibilities, schedule, fees, and acceptance criteria are determined by the approved estimate, Order, or statement of work.
Work not expressly included is out of scope.
3. Estimates
An estimate is a good-faith projection, not a fixed price, unless expressly labeled fixed.
Actual cost and timing may change because of unknown conditions, data volume, third-party limitations, Customer changes, technical defects, or expanded requirements.
4. Customer Responsibilities
Customer must provide timely access, complete information, backups, licenses, approvals, contacts, test cases, content, decisions, and acceptance review.
Delay or inaccurate information may change schedule and cost.
5. Change Requests
A material change in scope, assumptions, deliverables, environment, schedule, or acceptance criteria may require a change order, revised estimate, additional fee, or new deadline.
6. Migrations
Migration is limited to identified data sources and destinations.
Customer must maintain source access and independent backups until Customer validates completion.
Spark Rack does not guarantee transfer of unsupported, encrypted, corrupt, inaccessible, or undocumented data.
7. Downtime and Maintenance
Projects may require maintenance windows, restart, DNS change, account freeze, data synchronization, temporary restriction, or downtime.
Customer accepts ordinary project risks and must communicate impact to End Users.
8. Testing and Acceptance
Customer must test deliverables promptly and report specific material defects within the acceptance period stated in the Order.
Use in production, failure to report, or written approval may constitute acceptance.
9. Third-Party Products
Customer is responsible for third-party terms, licenses, accounts, fees, support, and compatibility.
Spark Rack cannot guarantee a third party’s performance or continued availability.
10. Custom Code and Deliverables
Ownership and license rights are determined by the statement of work.
Absent a specific assignment, Spark Rack retains preexisting tools, templates, libraries, know-how, general methods, and reusable components, while Customer retains Customer-provided materials and data.
11. Security and Credentials
Customer should provide temporary least-privilege access and rotate credentials after work.
Spark Rack may decline insecure access methods or work that would weaken security.
12. Backups and Rollback
Customer must maintain independent backups before project work.
A rollback may be unavailable, incomplete, or require additional work.
13. No Guaranteed Outcome
Spark Rack will perform Professional Services with reasonable skill and care but does not guarantee that every objective is technically possible, that third-party defects will be corrected, or that data can be recovered.
14. Fees and Payment
Fees may be fixed, hourly, milestone-based, retainer-based, or usage-based.
Customer is responsible for approved work, third-party costs, taxes, and work made necessary by changed requirements or inaccurate information.
15. Cancellation and Rescheduling
Customer may be responsible for completed work, reserved time, committed third-party costs, cancellation charges, and nonrefundable deposits.
Spark Rack may reschedule based on emergencies, access, provider delays, or Customer readiness.
16. Confidentiality and Data
Each party will protect confidential information according to applicable agreements.
Customer must minimize Personal Information and regulated data provided for the project.
17. No AI Training
Spark Rack does not use Customer project materials, code, data, communications, or deliverables for AI or model training.
18. Acknowledgment
- The approved written scope controls the project.
- Estimates and schedules may change when assumptions are incorrect or conditions change.
- Customer must provide access, decisions, testing, and independent backups.
- Migrations and restorations cannot guarantee complete or compatible transfer.
- Out-of-scope and change-request work may be separately billable.
- No project can guarantee correction of every third-party or technical problem.