For Organizations
Master Terms
The standing terms that govern SPARC engagements with organizational clients.
SPARC Associates LLC
How this document is used
These Master Terms carry the standing commercial and professional terms of a SPARC engagement. They do not describe scope, fees, or dates. Those live in the proposal, statement of work, or engagement letter signed for each engagement.
Two delivery mechanics are supported:
- Incorporation by reference (default). The signed engagement document includes a line reading: "This engagement is governed by the SPARC Master Terms for Organizational Clients, Version 1.0, as published at sparcinsights.com/sparc-master-terms as of the Effective Date, which are incorporated into this agreement by reference." Pinning the version and date prevents any later change to these terms from altering a signed engagement.
- Attached exhibit. Where a client prefers a physical attachment, this document is appended to the engagement letter and initialed.
Where SPARC signs on a client's own contract paper and neither mechanic is accepted, the engagement is governed by the client's terms. SPARC should still seek the one-line reference in the statement of work.
1. Definitions
"Client" means the organization identified in the Engagement Document.
"Deliverable" means a report, framework, assessment output, curriculum, recording, or other work product SPARC provides to Client under an Engagement Document.
"Engagement Document" means the proposal, statement of work, engagement letter, or order form signed by both parties that describes the services, fees, and schedule.
"Participant" means an individual who receives coaching, mediation, assessment, or program services under the engagement.
"SPARC Materials" means SPARC's frameworks, methodologies, instruments, curricula, templates, and know-how, including anything SPARC developed before the engagement or develops independently of it.
"Sponsor" means Client in its capacity as the payer for services delivered to a Participant.
2. Scope and Order of Precedence
2.1 What governs. These Master Terms govern every engagement between SPARC and Client unless the parties agree otherwise in writing.
2.2 Precedence. If an Engagement Document conflicts with these Master Terms, the Engagement Document controls for that engagement only, and only as to the specific conflicting provision.
2.3 No implied scope. SPARC provides only the services described in an Engagement Document. Additional services require a written amendment or a new Engagement Document.
2.4 Amendment. These Master Terms may be amended only in a writing signed by both parties. Where these terms are incorporated by reference to a pinned version, a later published version does not apply to a signed engagement.
3. Services and Personnel
3.1 Standard of performance. SPARC will perform services in a professional and workmanlike manner, consistent with the ethical standards of the International Coaching Federation and, where applicable, the Academy of Executive Coaching.
3.2 Personnel. SPARC assigns qualified personnel at its discretion. SPARC may substitute personnel of comparable qualification. Where an Engagement Document names a specific practitioner as material to the engagement, SPARC will consult Client before substituting.
3.3 Associates and subcontractors. SPARC may engage associates or subcontractors. SPARC remains responsible for their performance and binds them to confidentiality obligations no less protective than Section 6.
3.4 Client cooperation. Client will provide timely access to the people, information, and scheduling required for delivery. Delays caused by Client do not relieve Client of payment obligations and may shift the schedule.
4. Fees, Invoicing, and Payment
4.1 Fees. Fees are stated in the Engagement Document, in US Dollars.
4.2 Expenses. Travel and out-of-pocket expenses are billed at cost where the Engagement Document provides for them, with receipts on request. Air travel is booked at coach fare unless Client approves otherwise.
4.3 Payment terms. Invoices are due within thirty days of the invoice date.
4.4 Late charges. Past-due amounts accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted under 9 V.S.A. § 41a, together with SPARC's reasonable costs of collection, including reasonable attorneys' fees.
4.5 Taxes. SPARC's professional services are generally exempt from Vermont sales and use tax. Where any component becomes taxable, SPARC will state the tax on the invoice and Client will pay it. Fees are exclusive of any tax for which Client is responsible.
4.6 Suspension for non-payment. If an invoice remains unpaid more than thirty days past due, SPARC may suspend delivery after written notice. Suspension does not relieve Client of accrued obligations.
4.7 Purchase orders. Where Client requires a purchase order, Client will issue it before delivery begins. Terms printed on a purchase order or invoice have no effect and do not modify these Master Terms.
5. Term, Cancellation, and Rescheduling
5.1 Term. The engagement runs for the period stated in the Engagement Document.
5.2 Termination for convenience. Either party may terminate on thirty days' written notice. Client pays for services delivered through the termination date, plus any non-refundable commitments SPARC made in reliance on the engagement.
5.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches and fails to cure within fifteen days of notice.
5.4 Session cancellation. Individual coaching, mediation, or advising sessions cancelled or rescheduled with less than twenty-four hours' notice are forfeited and count as delivered.
5.5 Program and workshop dates. Scheduled full-day or multi-day delivery cancelled with less than fourteen days' notice is billable at fifty percent. Cancellation with less than seven days' notice is billable in full.
5.6 Survival. Sections 6, 7, 8, 10, 11, 13, 14, 15, 17, and 18 survive termination.
6. Confidentiality
6.1 Mutual obligation. Each party will protect the other's confidential information with at least the care it applies to its own, and will use it only to perform or receive the services.
6.2 Exclusions. Confidential information does not include information that is public through no fault of the receiving party, was known before disclosure, is independently developed, or is lawfully received from a third party without restriction.
6.3 Compelled disclosure. A party required by law to disclose confidential information will give prompt notice where legally permitted, so the other party may seek protection.
6.4 Participant confidentiality is separate and controlling. This is the provision Client should read most closely. Content generated inside a coaching or mediation relationship belongs to the Participant, regardless of who pays for the engagement. SPARC will not disclose to Client what a Participant said, what themes arose, how a Participant is progressing, or SPARC's impressions of a Participant.
6.5 What Client does receive. For a sponsored engagement, SPARC will confirm that the engagement is underway, report sessions completed, and report attendance. Anything beyond that requires the Participant's specific written authorization.
6.6 Assessment results. Assessment results belong to the individual assessed. SPARC will not release them to Client without that individual's written permission. Where Client has purchased an assessment for a group, SPARC may provide aggregated results that cannot be traced to any individual, subject to a minimum group size sufficient to preserve anonymity.
6.7 No reporting channel. Nothing in an engagement creates a channel through which Client may obtain evaluative information about a Participant. Client will not ask SPARC personnel to provide it.
6.8 Ethical obligation. In limited circumstances a practitioner may have an ethical obligation to raise a matter outside the coaching relationship. The practitioner will address it with the Participant first and will give the Participant the opportunity to act. SPARC will not act unilaterally except where immediate action is required to prevent serious harm.
7. Recording
SPARC's recording posture, including purposes, consent, retention periods, and the right to decline, is set out in the SPARC AI Use Policy, Version 1.0, published at sparcinsights.com/privacy-policy#ai-use, which is incorporated into these Master Terms by reference as of the Effective Date of the Engagement Document.
Client will not record any SPARC session without SPARC's prior written consent and the consent of every person present.
8. Artificial Intelligence
SPARC's use of AI tools, including what SPARC will not use AI for, training-data and provider settings, human review of AI-assisted output, and the right to opt out, is set out in the SPARC AI Use Policy, Version 1.0, published at sparcinsights.com/privacy-policy#ai-use, which is incorporated into these Master Terms by reference as of the Effective Date of the Engagement Document.
Where Client's materials are subject to HIPAA, FERPA, or an equivalent regulatory regime, Client will identify them in writing before delivery begins, and the parties will agree separate handling terms.
9. Privacy and Data Protection
9.1 Privacy Policy. SPARC handles personal information in accordance with the SPARC Privacy Policy published at sparcinsights.com/privacy-policy, incorporated by reference as of the Effective Date.
9.2 Roles. Where SPARC processes personal information on Client's instruction, SPARC acts as a processor and Client as controller. Where SPARC determines the purpose of processing in delivering its own professional services, SPARC acts as a controller.
9.3 Data protection addendum. Where Client requires a data processing agreement, the parties will execute one, and it controls over this Section to the extent of any conflict.
9.4 Security. SPARC maintains administrative, technical, and organizational safeguards appropriate to the sensitivity of the information it holds.
9.5 Breach notice. SPARC will notify Client without undue delay after confirming a security breach affecting Client's personal information, and will cooperate in Client's response.
10. Names, Marks, Images, and Testimonials
10.1 Client name and logo. SPARC may identify Client as a client, and use Client's name and logo for that purpose, in its client lists, website, capability statements, and proposals. Client may decline this use, or withdraw it later, by written notice at any time. On receiving notice, SPARC will remove the reference from surfaces within its control within thirty days.
10.2 Case references. SPARC may describe the engagement in anonymized form, with identifying details removed, without further permission. Any description that identifies Client requires Client's written approval of the specific text.
10.3 SPARC marks. Client may identify SPARC as its provider. Client may not use SPARC's name, logo, or marks in a way suggesting SPARC endorses Client's products or services without SPARC's written consent.
10.4 Photography and recording at Client sites. Where SPARC delivers at a Client location and wishes to photograph or film, SPARC will obtain Client's permission in advance and will obtain separate written consent from each identifiable individual. Client's permission covers the venue and does not substitute for individual consent.
10.5 Individual consent is separate. Client cannot grant permission on behalf of a Participant. Any use of a Participant's name, image, likeness, or words requires that individual's own written release.
10.6 Testimonials. A testimonial attributed to a named individual or to Client requires written consent from the person or authorized signatory quoted, obtained on SPARC's release form. Consent may be withdrawn on written notice for future use.
11. Intellectual Property
11.1 SPARC Materials. SPARC Materials remain SPARC's property. Nothing in an engagement transfers ownership of them.
11.2 License to Client. On payment in full, SPARC grants Client a perpetual, non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes.
11.3 Restrictions. Client will not sell, sublicense, publish, or commercially exploit SPARC Materials or Deliverables, and will not use them to deliver services to third parties, without SPARC's written consent.
11.4 Client materials. Client retains ownership of information and materials it supplies. Client grants SPARC a license to use them for the engagement.
11.5 Improvements. SPARC may use general knowledge, skills, and experience gained during an engagement in its other work, provided it discloses no confidential information.
11.6 Third-party instruments. Assessment instruments licensed from third parties, including CliftonStrengths and the Leadership Circle Profile, remain the property of their owners and carry the obligations set out in the SPARC Vendor Trademarks and Disclosures policy at sparcinsights.com/privacy-policy#vendor-disclosures, incorporated by reference.
12. Third-Party Instruments and Accreditation
12.1 Vendor terms. Where an engagement uses a third-party instrument, the vendor's terms govern that instrument's administration, scoring, and reporting. SPARC will identify applicable vendor terms on request.
12.2 Individual accounts. Some instruments require each Participant to hold an account with the vendor. Data in those accounts is governed by the vendor's privacy policy.
12.3 Accreditation bodies. For accredited programs, SPARC may share participation data with the relevant accrediting body for accreditation review and quality assurance. Those bodies apply their own confidentiality obligations.
12.4 No guarantee of credential. Whether a Participant obtains a credential from ICF, EMCC, AC, or AoEC is that body's independent decision.
13. Independent Contractor and Non-Solicitation
13.1 Relationship. SPARC is an independent contractor. Nothing creates an employment, partnership, agency, or joint venture relationship. SPARC is responsible for its own taxes, insurance, and personnel obligations.
13.2 Non-solicitation. During the engagement and for twelve months after, Client will not solicit for employment any SPARC practitioner who performed services under the engagement. General advertising not targeted at SPARC personnel is permitted.
14. Warranties, Disclaimers, and Limitation of Liability
14.1 SPARC warranty. SPARC warrants that it will perform in accordance with Section 3.1. This is SPARC's only warranty.
14.2 Disclaimer. To the extent permitted by law, SPARC disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. SPARC does not warrant any specific business, financial, or personnel outcome. Coaching, mediation, and consulting are professional services whose results depend on factors outside SPARC's control.
14.3 Liability cap. To the fullest extent permitted by Vermont law, each party's total aggregate liability arising out of or relating to the engagement will not exceed the total fees paid by Client to SPARC under the applicable Engagement Document.
14.4 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business, lost data, or loss of goodwill.
14.5 What is not limited. Sections 14.3 and 14.4 do not limit liability for death or personal injury caused by negligence, fraud, breach of confidentiality under Section 6, infringement of the other party's intellectual property, or any liability that cannot be limited by law.
14.6 Professional advice. SPARC's services are not legal, medical, financial, tax, or psychological advice. Client is responsible for obtaining professional advice as appropriate.
15. Indemnity
15.1 By Client. Client will defend and indemnify SPARC against third-party claims arising from Client's breach of these Master Terms, Client's instructions, or materials Client supplied.
15.2 By SPARC. SPARC will defend and indemnify Client against third-party claims that a Deliverable infringes a US intellectual property right, excluding claims arising from Client materials or Client's modification or misuse of a Deliverable.
15.3 Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement imposing an obligation on the indemnified party may be made without its consent.
16. Insurance
SPARC maintains commercial general liability insurance and professional liability insurance appropriate to the services it delivers. SPARC will provide a certificate of insurance on request, and will name Client as an additional insured where an Engagement Document requires it.
17. Force Majeure
Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disaster, severe weather, epidemic, public health order, governmental action, war, civil unrest, labor action, and utility or telecommunications failure. Where an in-person session is prevented, SPARC will offer a virtual alternative or a rescheduled date. Where no reasonable alternative exists, SPARC will refund fees for undelivered services, and that refund is Client's sole remedy.
18. Dispute Resolution and Governing Law
18.1 Escalation. Before filing, the parties will attempt resolution through direct discussion between senior representatives for thirty days after written notice of a dispute.
18.2 Mediation. If escalation fails, the parties will attempt mediation before a mutually acceptable mediator, with costs shared equally. This does not prevent either party from seeking injunctive relief.
18.3 Governing law. Vermont law governs, without regard to conflict-of-laws principles.
18.4 Venue. The parties consent to the exclusive jurisdiction of the state courts of Washington County, Vermont, and the United States District Court for the District of Vermont.
18.5 No consumer arbitration. The consumer arbitration provisions in SPARC's Program Terms of Service do not apply to organizational clients under these Master Terms.
19. General
19.1 Entire agreement. These Master Terms, the Engagement Document, and the policies incorporated by reference are the entire agreement and supersede prior discussions on the subject.
19.2 Severability. If a provision is unenforceable, the rest remains in effect and the provision is reformed only as far as needed to make it enforceable.
19.3 No waiver. Failure to enforce a provision is not a waiver of it.
19.4 Assignment. Neither party may assign without the other's written consent, except to a successor in a merger or sale of substantially all assets, provided the successor assumes the obligations.
19.5 Notices. Notices may be given by email. Notices to SPARC go to connect@sparcinsights.com. Notices to Client go to the address in the Engagement Document.
19.6 Counterparts. These Master Terms may be signed in counterparts and by electronic signature.
19.7 Headings. Headings are for convenience and do not affect interpretation.
SPARC Associates LLC, Randolph, Vermont · connect@sparcinsights.com · (518) 618-6963
SPARC Associates LLC, a Vermont limited liability company doing business as SPARC. Randolph, Vermont.
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Start the ConversationSPARC may update these terms. Engagements signed against a specific version stay governed by that version.