Statutory Terms of Service and Operating Mandate

1.1 Defined Terms

The following terms shall bear the ascribed meanings throughout this Agreement:

• "Company" means Sparkline Labs (Private) Limited, a registered company incorporated in the Republic of Zimbabwe.
• "Client" means the individual, commercial business, or enterprise contracting with Sparkline Labs for technical services or platform access.
• "Services" means custom software engineering, solution architecture, API development, integration engineering, technical modernization, and cloud infrastructure consulting.
• "Deliverables" means the discrete software components, source code, data schemas, API specifications, and architectural documentation created for Client pursuant to a Statement of Work.
• "Statement of Work (SOW)" means a written schedule, formal quote, or technical specification signed or electronically approved by both parties detailing project milestones and commercial fees.
• "Confidential Information" means all non-public technical, financial, commercial, and operational information disclosed by one party to the other.
• "Platform" means any digital application, software portal, web service, or API infrastructure hosted or managed by Sparkline Labs (including Propertyzone).
• "Third-Party Dependencies" means external APIs, cloud compute infrastructure, telecommunication networks, and third-party software libraries not authored by the Company.

2.1 Contractual Capacity under Zimbabwean Law

Access to and engagement with Sparkline Labs is strictly restricted to legal entities and individuals who possess full legal capacity to enter into binding contracts under the laws of Zimbabwe. Individuals executing agreements on behalf of a corporation warrant that they are duly authorized officers.

2.2 Account Security & Mutual Vigilance

Where software platforms or staging dashboards require authentication credentials, Client is solely responsible for preserving the confidentiality of administrative passwords, API keys, and deployment tokens.

Every administrative action executed using Client credentials—including database operations, user provisioning, and service configuration changes—shall be deemed legally authorized by the Client. Prompt notification must be given to security@sparklinelabs.co.zw upon any suspected credential compromise.

3.1 Solutions Engineering Core Disciplines

Sparkline Labs provides specialized engineering services across four principal disciplines:

• Solution Architecture: High-level technical planning, workflow mapping, system boundary definitions, database design, and feasibility studies.

• Systems Engineering: Bespoke software engineering, full-stack web applications, portals, internal dashboards, and enterprise SaaS platforms.

• Integration & Automation: Connecting disparate operational systems via APIs (including WhatsApp Business API, CRM gateways, payment processors, and ERPs).

• Technical Modernization: Codebase refactoring, performance optimization, architectural decoupling, and legacy migration.

3.2 Availability Targets & Local Infrastructure Realities

For managed platforms and hosted client solutions, Sparkline Labs targets a 99.5% operational uptime window for production environments, excluding scheduled maintenance windows announced with at least 48 hours notice.

Client acknowledges the unique operating environment in Southern Africa, including regional power grid disruptions (load shedding), localized ISP fiber severances, and cross-border latency variations. Sparkline Labs implements multi-region cloud redundancy where commercially contracted, but disclaims liability for interruptions arising from sovereign telecommunications grid failures.

4.1 Collaborative Prerequisites

Successful software delivery requires active Client participation. Client covenants to provide timely access to necessary technical specifications, third-party API credentials, domain DNS controls, brand assets, and subject matter experts.

Milestone review cycles must be completed within seven (7) business days of milestone submission. Failure to provide written rejection or feedback within this window constitutes deemed acceptance of the milestone deliverables.

4.2 Prohibited Technical Conduct

Users and Clients are strictly prohibited from engaging in the following actions across our infrastructure:

• Unauthorized Penetration Testing: Executing denial-of-service (DDoS) simulations, brute-force attacks, or vulnerability scans against production servers without prior written authorization.
• Malicious Infiltration: Introducing viruses, trojans, worms, logic bombs, or destructive code into our software repositories or client staging clusters.
• Automated Scraping: Harvesting proprietary data, price intelligence, or source code through automated web scraping, bots, or crawler scripts.
• Reverse Engineering: Decompiling, disassembling, or reverse-engineering proprietary frameworks, algorithms, or utility tools authored by Sparkline Labs.
• Illegal Deployment: Utilizing engineered platforms for fraudulent financial schemes, unauthorized forex trading, or activities violating the laws of Zimbabwe.

5.1 Client Proprietary Materials

Client retains all pre-existing intellectual property rights in all data, customer databases, trademarks, proprietary algorithms, and brand collateral provided to Sparkline Labs.

5.2 Sparkline Labs Pre-Existing IP & Frameworks

Sparkline Labs retains full and exclusive ownership of all pre-existing software libraries, architectural frameworks, reusable UI design tokens, database ORM patterns, scaffolding tools, and foundational engineering utilities developed prior to or independently of the engagement ("Company Pre-Existing IP").

To the extent Company Pre-Existing IP is incorporated into client deliverables, Sparkline Labs grants Client a perpetual, worldwide, non-exclusive, royalty-free license to utilize such components as an integral part of the delivered software.

5.3 Assignment of Bespoke Deliverables

Upon full and final settlement of all invoiced fees associated with an executed Statement of Work, Sparkline Labs assigns to Client all right, title, and interest in the bespoke custom source code and unique graphical assets created specifically for Client.

6.1 Milestone Billing & Scope Revisions

Engineering engagements are executed pursuant to milestone schedules defined in the Statement of Work. Typical schedules require an initial mobilization commitment (e.g. 40%), milestone progression payments, and a final sign-off balance.

Any requested alterations to project requirements, new feature additions, or third-party integration changes exceeding the agreed SOW will be documented in a formal Change Request and billed at our prevailing technical hourly rates.

6.2 Supported Settlement Channels

Invoices are denominated in United States Dollars (USD) or equivalent local statutory currencies per prevailing legal regulations. We accept payment through authenticated commercial channels:

• Direct Bank Wire / RTGS / Nostro FCA transfers to our registered corporate accounts.

• Mobile Money: EcoCash and InnBucks (at verified settlement exchange rates where permissible).

• Digital Cards & International Wire Transfer (for diaspora and international enterprise clients).

6.3 Statutory Taxation & ZIMRA Compliance

All commercial fees are subject to applicable Value Added Tax (VAT) and statutory fiscal levies in accordance with the regulations of the Zimbabwe Revenue Authority (ZIMRA). Sparkline Labs will provide valid Fiscal Tax Invoices detailing VAT amounts collected.

6.4 Late Settlement & Service Suspension

Invoices not settled within fourteen (14) calendar days of issuance shall accrue interest at the rate of 2% per month or the maximum rate permitted by Zimbabwean law. In the event of default exceeding thirty (30) days, Sparkline Labs reserves the right to suspend active development, revoke staging server access, and halt deployment pipelines.

7.1 Scope of Confidentiality

Each party covenants that it shall hold in strict confidence all technical architectures, proprietary algorithms, financial models, customer lists, and strategic business plans disclosed by the other party.

Confidential Information shall be disclosed only to employees, contractors, and legal advisors who have an imperative need-to-know and are bound by confidentiality obligations no less restrictive than those contained herein.

7.2 Exclusions & Compelled Judicial Disclosures

Confidentiality obligations shall not apply to information that is publicly known through no breach, was already in the receiving party's possession prior to disclosure, or is independently developed without reference to the disclosing party's materials.

Disclosures mandated by a valid order of a court of competent jurisdiction in Zimbabwe are permitted, provided prompt notice is given to the disclosing party.

8.1 Workmanship Warranty

Sparkline Labs warrants that all software engineering services shall be executed in a professional, workmanlike manner conforming to prevailing modern industry standards. For custom deliverables, we provide a thirty (30) day post-launch bug remediation warranty covering reproducible defects that deviate materially from the agreed SOW specifications.

8.2 General Technical Disclaimer

Except as expressly set forth herein, all services, software platforms, codebases, and APIs are provided strictly on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, implied, statutory, or otherwise.

Sparkline Labs expressly disclaims all implied warranties of merchantability, fitness for a particular commercial purpose, non-infringement, and uninterrupted error-free operation.

8.3 Third-Party API & Telecommunications Reliance

Modern software frequently relies upon external third-party systems, including Meta (WhatsApp Business Cloud API), payment gateway networks (Paynow, EcoCash), cloud infrastructure hosts, and telecom operators.

Sparkline Labs exercises no control over third-party API rate limits, pricing revisions, policy modifications, network outages, or deprecation notices. We disclaim all liability for operational disruptions arising from upstream third-party platform failures.

9.1 Exclusion of Indirect & Consequential Losses

To the maximum extent permitted by applicable Zimbabwean law, under no circumstances shall Sparkline Labs, its directors, engineers, or affiliates be liable to Client or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages.

This exclusion includes, without limitation, lost corporate profits, lost revenue, business interruption, loss of enterprise data, reputational damage, or the cost of procuring substitute software services, regardless of the theory of liability.

9.2 Aggregate Liability Ceiling

In all circumstances, the total aggregate liability of Sparkline Labs arising out of or related to this Agreement, whether in contract, delict (including negligence), or otherwise, shall be strictly capped at the total amount actually paid by Client to Sparkline Labs under the specific Statement of Work giving rise to the claim during the three (3) months preceding the event.

10.1 Client Indemnification

Client agrees to defend, indemnify, and hold harmless Sparkline Labs, its officers, and contractors against any third-party claims, damages, liabilities, or legal costs arising out of: (1) Client's breach of this Agreement, (2) Any materials, specs, or intellectual property provided by Client that infringe third-party rights, or (3) Unlawful commercial operation of the engineered platform.

10.2 Company IP Indemnification

Sparkline Labs agrees to defend Client against claims alleging that original custom software authored directly by the Company infringes a registered copyright in Zimbabwe, provided Client gives immediate written notice and full authority to direct the defense.

11.1 Termination for Cause

Either party may terminate an active engagement immediately upon written notice if the other party commits a material breach of this Agreement that remains uncured after fourteen (14) calendar days of formal notification, or if a party enters liquidation, insolvency, or bankruptcy proceedings.

11.2 Termination for Convenience

Client may terminate an ongoing development project for convenience upon thirty (30) days written notice. In such event, Client shall pay Sparkline Labs for all engineering hours incurred, milestones achieved, and non-cancelable third-party commitments up to the effective termination date.

11.3 Offboarding & Data Handover

Upon termination and full financial settlement, Sparkline Labs will provide standard code repository exports and exportable database dumps to facilitate transition to Client's designated internal team or alternative technical partner.

12.1 Amicable Consultation

In the event of any controversy, dispute, or claim arising out of or relating to this Agreement, the parties shall first endeavor in good faith to resolve the matter through direct consultation between senior executive representatives within twenty-one (21) days.

12.2 Mandatory Binding Arbitration under Chapter 7:15

If the dispute is not settled through amicable consultation, it shall be referred to and finally resolved by binding arbitration under the rules of the Arbitration Act [Chapter 7:15] of Zimbabwe.

• Seat of Arbitration: Harare, Zimbabwe.

• Arbitrator: A single arbitrator mutually appointed by the parties, or failing agreement within fourteen days, appointed by the Commercial Arbitration Centre in Harare.

• Language of Arbitration: English.

• Binding Award: The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction.

12.3 Governing Law & Judicial Jurisdiction

This Agreement, its interpretation, and any non-contractual obligations arising out of it shall be governed exclusively by the laws of the Republic of Zimbabwe. Subject to the arbitration mandate, the High Court of Zimbabwe in Harare shall possess exclusive jurisdiction.

13.1 Force Majeure

Neither party shall be held liable for failure or delay in performing contractual obligations if caused by events beyond reasonable control, including acts of God, widespread power grid collapse, subsea cable severances, war, labor disputes, pandemic lockdowns, or sovereign regulatory freezes.

13.2 Severability & Entire Agreement

If any provision of this Agreement is held to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

These Terms, together with executed Statements of Work, constitute the entire agreement between the parties, superseding all prior oral or written negotiations.

13.3 Official Corporate Legal Notice

All legal notices required under this Agreement shall be served in writing to:

• Entity: Sparkline Labs (Private) Limited

• Legal Bureau: legal@sparklinelabs.co.zw

• Corporate Headquarters: Harare, Zimbabwe