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STANDARD TERMS AND CONDITIONS

 Last Updated: February 4, 2026

These Invoice Terms and Conditions (“Terms”) apply to invoices issued by SparkWorks Innovation, Inc. (“Company”) to the party identified on the invoice (“Payor”). These Terms govern payment and billing mechanics only and do not replace or modify any separate written agreement between the parties.


1. Payment Terms. Unless otherwise stated on the invoice or in a separate writing, payment is due thirty (30) days from the invoice date. Payments shall be made using the payment method(s) indicated on the invoice.


2. Billing Questions and Disputes. If Payor believes an invoice is incorrect, Payor must notify Company in writing within ten (10) days of the invoice date, describing the nature of the question or dispute in reasonable detail. The parties will work in good faith to resolve any billing issues promptly. Payor agrees to pay any undisputed portion of the invoice in accordance with the payment terms.


3. Taxes. Payor is responsible for any applicable sales, use, value-added, or similar taxes imposed on the transaction, excluding taxes based on Company’s net income, unless such taxes are expressly included on the invoice.


4. Suspension of Services. If an invoice remains unpaid beyond the due date, Company may, upon reasonable notice, suspend further services or deliveries until payment is brought current, unless otherwise agreed in writing.


5. Relationship to Other Agreements. If the parties have entered into a separate written agreement (such as a sponsorship agreement, services agreement, membership agreement, or statement of work), that agreement governs the parties’ relationship. In the event of a conflict between such agreement and these Terms, the separate written agreement will control.


6. Limitation of Scope. These Terms address payment and invoicing only. They do not grant any rights, licenses, or obligations regarding services, intellectual property, or confidentiality beyond what is stated in the applicable invoice or any separate written agreement.


7. Governing Law. These Terms and any dispute arising from or relating to an invoice shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.