Legal
These Terms of Service (“Terms”) govern your access to and use of the website operated by SFI Ventures, LLC, a Wyoming limited liability company, doing business as Sparx Services by NovoCircle (“NovoCircle”, “we”, “our”, or “us”) at sparxservices.com, and any consulting, implementation, or support services we provide to you.
By accessing our website or engaging our services you agree to be bound by these Terms. If you do not agree, please do not use our website or engage our services.
These Terms constitute a legally binding agreement between you (individually or on behalf of the entity you represent, “Client” or “you”) and NovoCircle. By accessing our website, submitting an inquiry form, or signing a Statement of Work (“SOW”) or similar engagement document, you confirm that you have read, understood, and agreed to these Terms.
Where an individual engages our services on behalf of a company or other legal entity, that individual represents and warrants that they have the authority to bind that entity to these Terms.
NovoCircle provides enterprise architecture consulting, implementation, and support services relating to Sparx Systems Enterprise Architect (“Sparx EA”) software, including but not limited to repository configuration, AI integration, framework alignment, training, and ongoing managed support.
The specific scope, deliverables, and pricing for any engagement are set out in a separate SOW, engagement letter, or proposal agreed between the parties. In the event of any conflict between these Terms and an SOW, the SOW prevails to the extent of the inconsistency.
We reserve the right to modify, suspend, or discontinue any service offering at any time with reasonable notice. We will honor existing SOW commitments during any transition period.
Fees. Fees for services are as specified in the applicable SOW or proposal. Unless otherwize stated, all fees are quoted in US dollars (USD) and exclude applicable taxes.
Invoicing. Invoices will be issued in accordance with the payment schedule in the SOW. Where no schedule is specified, invoices are issued monthly in arrears.
Payment terms. Payment is due within 14 days of the invoice date unless otherwize agreed in writing. Late payments accrue interest at 2% per month.
Expenses. Reasonable pre-approved out-of-pocket expenses (travel, accommodation, third-party software licenses required for the engagement) will be invoiced at cost with supporting receipts.
Disputes. If you dispute an invoice in good faith, notify us in writing within 7 days of receipt. You must pay undisputed portions by the due date while the dispute is being resolved.
Our IP. All methodologies, frameworks, templates, tools, and pre-existing materials developed by NovoCircle (“NovoCircle IP”) remain our exclusive property. We grant you a non-exclusive, non-transferable license to use NovoCircle IP solely as embedded in or necessary to use the deliverables specified in your SOW.
Client IP. All data, models, documents, and materials you provide to us (“Client Materials”) remain your property. You grant us a limited license to use Client Materials solely to perform the services.
Deliverables. Unless otherwize agreed in an SOW, upon receipt of full payment for an engagement, ownership of bespoke deliverables created specifically for you (excluding NovoCircle IP embedded within them) transfers to you.
Sparx EA. Nothing in these Terms grants any rights in Sparx Systems Enterprise Architect software. Sparx EA is proprietary software owned and licensed by Sparx Systems Pty Ltd. Client is responsible for maintaining appropriate licenses with Sparx Systems.
Each party may disclose confidential information to the other in connection with an engagement. The receiving party agrees to: (a) hold confidential information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it only for the purposes of the engagement.
Confidential information does not include information that: (i) is or becomes publicly available other than through a breach of these Terms; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law or regulatory authority.
These confidentiality obligations survive termination of any engagement for a period of three (3) years.
We process personal information in accordance with our Privacy Policy and applicable privacy laws, including the California Consumer Privacy Act (CCPA) where applicable.
Where we process personal data on your behalf as part of delivering services, the parties will enter into a data processing addendum if required by applicable law.
You are responsible for ensuring that any personal data you provide to us or that we access on your systems has been collected and may be used lawfully for the purposes of the engagement.
Our warranties. We warrant that: (a) we will perform services with reasonable care and skill; (b) our personnel have the qualifications and experience represented; and (c) to our knowledge, our deliverables do not infringe any third-party intellectual property rights.
Your warranties. You warrant that: (a) you have authority to enter into engagements under these Terms; (b) Client Materials do not infringe any third-party rights; and (c) you hold or will obtain all licenses necessary for your use of Sparx EA and any other software involved in an engagement.
Website disclaimer. Our website and its content are provided “as is” for general information purposes only. We make no warranty as to the accuracy, completeness, or currency of website content. Nothing on our website constitutes professional advice.
Third-party software. We do not warrant the performance or availability of any third-party software, including Sparx EA, Microsoft products, or Salesforce, that may be used in connection with our services.
To the maximum extent permitted by law:
(a) Our aggregate liability to you arising out of or in connection with any engagement (whether in contract, tort, statute, or otherwize) is limited to the total fees paid by you to us under the applicable SOW in the three months preceding the event giving rise to the claim.
(b) We are not liable to you for any indirect, incidental, special, consequential, or punitive loss or damage (including loss of revenue, profit, data, goodwill, or business opportunity) even if we have been advised of the possibility of such loss.
Nothing in these Terms limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded by law.
You agree to indemnify and hold harmless NovoCircle, its officers, directors, employees, and contractors from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your use of our services in violation of applicable law; or (c) any claim that Client Materials infringe a third party’s intellectual property rights.
By either party. Either party may terminate an SOW or engagement for convenience on 30 days’ written notice, unless the SOW specifies a different notice period.
For cause. Either party may terminate immediately on written notice if the other party: (a) commits a material breach that is not remedied within 14 days of written notice; (b) becomes insolvent, enters administration, or ceases to carry on business; or (c) engages in fraudulent, illegal, or seriously harmful conduct.
Effect of termination. On termination: (i) you will pay all fees for services performed up to the termination date; (ii) each party will return or destroy the other’s confidential information on request; and (iii) rights and obligations that by their nature survive termination will continue in effect.
These Terms and any disputes arising in connection with them are governed by the laws of the State of Wyoming, USA, without regard to its conflict of law provisions. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wyoming.
We may update these Terms from time to time. We will post the revised Terms on this page with an updated “Last updated” date. For material changes, we will endeavour to provide reasonable advance notice (for example, by email or a prominent notice on our website).
Continued use of our website or services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree, you should stop using our website and contact us to discuss any active engagements.
If you have any questions about these Terms or wish to raize a concern, please contact us:
SFI Ventures, LLC d/b/a Sparx Services by NovoCircle
Email: sales@sparxservices.com
Website: sparxservices.com