Terms Of Service

1. Agreement To These Terms

These Terms of Service govern the use of this website and the provision of services by SUIZHOU DENGYANG ECOMMERCE CO., LTD. By accessing the website, submitting an enquiry or engaging our services, you agree to be bound by these terms. If you do not accept them, you should not use the website or engage the services.

These terms operate alongside any written engagement agreement signed by both parties. Where a signed engagement agreement conflicts with these terms, the signed agreement takes precedence for the services it covers. These terms remain in force for the general use of the website and for any matter not addressed in a specific engagement agreement.

We have written these terms in plain language so that the obligations of each side are easy to find. If a clause is unclear, you are welcome to ask us to explain it before you agree to proceed.

2. Definitions

In these terms, the following words carry the meanings given here.

• Company, we, us and our refer to SUIZHOU DENGYANG ECOMMERCE CO., LTD.
• Client and you refer to the person or organisation that engages the services or uses the website.
• Services refer to the computer integrated systems design and related services described on this website and in any engagement agreement.
• Deliverables refer to the designs, blueprints, code, configurations, documents and other materials we produce for a client.
• Engagement refers to a specific project or body of work agreed between the parties.
• Client Materials refer to information, data, content, credentials and systems provided by the client for use in an engagement.

3. Eligibility

The services are intended for businesses and professional users. By engaging us, you confirm that you have the authority to enter into a binding agreement on behalf of the organisation you represent, or that you are acting for yourself and are legally able to enter into such an agreement.

We provide services to organisations of different sizes and in different jurisdictions. You are responsible for confirming that your use of the services complies with the laws that apply to you, including any registration, licensing or reporting obligations that your business may have.

4. Services Described

SUIZHOU DENGYANG ECOMMERCE CO., LTD. provides computer integrated systems design and related services for commerce operations. Our services include commerce systems blueprinting, storefront integration engineering, order pipeline automation, inventory telemetry systems, marketplace API connectors and data compliance advisory.

The description of services on this website is an overview and does not by itself create a commitment to deliver a particular outcome. The precise scope of any engagement is defined in the proposal or engagement agreement for that project. We may decline a request, propose a different approach, or recommend a simpler solution where that better serves the client objectives.

Unless expressly agreed otherwise, all services are provided on a professional services basis and do not include the supply of hardware, network connectivity, third party software licences or marketplace fees, which remain the responsibility of the client.

5. Engagements And Proposals

An engagement begins when both parties agree on a written proposal or sign an engagement agreement. A proposal remains open for the period stated in it or, if no period is stated, for thirty days from the date it is issued. A proposal is not binding on us until it is accepted in writing and, where required, an initial payment has been received.

Proposals are based on the information available at the time they are prepared. If the underlying facts change materially, or if information provided to us was incomplete or inaccurate, we may revise the scope, the schedule and the fees. We will explain the reason for any revision before it takes effect.

Where an engagement is delivered in stages, each stage is treated as a separate unit of work for the purposes of approval and payment, even though the stages together form a single project.

6. Client Obligations

A successful engagement depends on cooperation from both sides. The client agrees to provide timely access to the people, systems, data and decisions needed for the work, and to nominate a single point of contact with authority to make project decisions.

The client is responsible for the accuracy of the information it supplies and for having the necessary rights to share any data, content or credentials with us. The client agrees not to ask us to perform work that infringes the rights of a third party or that breaches an applicable law, and to inform us promptly of any change that affects the engagement.

Where a delay is caused by a client dependency, the schedule and, where the delay requires additional effort, the fees may be adjusted accordingly. We will give notice of any such adjustment rather than applying it silently.

7. Fees And Payment

Fees for services are set out in the applicable proposal or engagement agreement. Unless stated otherwise, fees are quoted exclusive of taxes, duties and third party charges, which are payable by the client where they apply.

Invoices are payable within the period stated on the invoice or, if no period is stated, within thirty days of the invoice date. Work may be paused where an invoice remains unpaid beyond its due date, and we will give notice before pausing work. Interest may be charged on overdue amounts where permitted by law.

Amounts already paid for work performed are not refundable except where these terms or the applicable law provide otherwise. If an engagement is cancelled part way through a stage, the client remains responsible for the work performed and for any non-cancellable commitments we have made on the client behalf.

8. Timelines And Delivery

Timelines stated in a proposal are good faith estimates based on the information available and on the assumptions recorded in the proposal. They are not guarantees unless a fixed delivery date is expressly agreed in writing.

We work in reviewable stages and provide regular written updates, so the client can see progress and raise concerns early. Where a dependency, a change in scope or an event outside our reasonable control affects the schedule, we will notify the client promptly and propose a revised plan.

9. Review And Acceptance

Deliverables are submitted to the client for review at the agreed checkpoints. The client agrees to review each submission within the period stated in the engagement agreement or, if no period is stated, within ten business days, and to respond with either acceptance or a specific list of issues.

A deliverable is treated as accepted when the client confirms acceptance in writing, when the client uses the deliverable in production, or when the review period passes without a response. Where the client raises issues, we will address them within the agreed scope, and any matter beyond that scope is handled as a change order.

10. Change Orders

A change order is a written agreement to alter the scope, schedule or fees of an engagement. Change orders are used whenever a requested change falls outside the agreed scope, and they are signed or confirmed in writing by both parties before the change is implemented.

Each change order describes the requested change, its effect on the schedule, its effect on the fees and any assumptions it relies on. Work on a change begins only after the change order is confirmed, which protects both parties from disputes about work that was performed without a shared understanding of its terms.

11. Intellectual Property

Each party retains ownership of the intellectual property it brings to an engagement. The client retains ownership of its own trademarks, content, data and systems. We retain ownership of our pre-existing tools, methods, frameworks, libraries and general know how, whether or not they are used in an engagement.

Upon full payment of the fees for a stage, we grant the client a licence to use the deliverables for that stage for its internal business purposes, unless the engagement agreement provides for a transfer of ownership. Where the agreement provides for an assignment of specific deliverables, the assignment takes effect on full payment and does not extend to our pre-existing materials.

We may reuse the general skills, experience and non-confidential know how gained during an engagement in future work, provided that we do not disclose the client confidential information or client data in doing so.

12. Client Materials

The client grants us a limited licence to use the client materials solely for the purpose of delivering the engagement. The client confirms that it has the right to grant this licence and that the materials do not infringe the rights of any third party.

We handle client materials with care and in accordance with the confidentiality and data protection obligations described in these terms. Unless the engagement agreement states otherwise, we return or securely delete client materials at the end of an engagement, subject to any retention obligation imposed by law.

13. Third Party Services

Engagements often involve third party platforms, marketplaces, payment providers, hosting providers and software libraries. Those third parties are independent of us and are governed by their own terms and conditions.

We are not responsible for the availability, behaviour, pricing or terms of a third party service, nor for any change that a third party makes to its interface or rules. Where a third party change requires us to update an integration, the update is handled as a support matter or a change order under the applicable engagement agreement.

The client is responsible for maintaining any third party accounts, licences and subscriptions needed for the engagement and for complying with the terms imposed by those third parties.

14. Confidentiality

Each party agrees to keep confidential the non-public information it receives from the other in connection with an engagement, and to use that information only for the purpose of the engagement. Confidential information includes business plans, pricing, technical designs, customer data and any material marked as confidential or that a reasonable person would understand to be confidential.

Confidentiality obligations do not apply to information that is already public, that becomes public through no fault of the receiving party, that the receiving party already held without a duty of confidence, or that is required to be disclosed by law or by a competent authority. Where disclosure is required by law, the receiving party will give notice where it is permitted to do so.

These obligations survive the end of an engagement and remain in force for a period of five years, or longer where the information is a trade secret or a longer period is required by law.

15. Data Protection

Where we process personal information as part of an engagement, we do so in accordance with the applicable data protection law and with the instructions of the client. The client is normally the controller of that information and is responsible for ensuring that there is a lawful basis for the processing and for providing any notices that the law requires to individuals.

We apply appropriate technical and organisational measures to protect the information we handle, as described in our Privacy Policy. Where an engagement requires a transfer of information to a subcontractor or to another country, we put suitable safeguards in place and record them in the engagement agreement.

At the end of an engagement we return or delete personal information as instructed by the client and in accordance with the applicable law. Our Privacy Policy, available on this website, describes how we handle personal information in more detail.

16. Warranties

We warrant that the services will be performed with reasonable skill and care by suitably qualified personnel and in accordance with good industry practice. We warrant that we have the right to enter into the engagement and to provide the services described.

Except as expressly stated, the services and deliverables are provided without additional warranties of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that a deliverable will be free of all defects or that its operation will be uninterrupted, although we will correct defects that fall within the agreed scope as described in the support section.

17. Support And Maintenance

Unless the engagement agreement includes a support arrangement, our responsibility for a deliverable ends when it is accepted. Support and maintenance are provided as a separate service under a separate agreement or a change order, and may cover defect correction, updates for third party changes, monitoring and agreed enhancements.

Where a support arrangement is in place, its scope, response periods and fees are recorded in the applicable agreement. Support does not include work caused by unauthorised modification of a deliverable by the client or a third party, nor does it include changes required by a new business requirement, which are handled as new work.

18. Limitation Of Liability

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, for wilful misconduct or for death or personal injury caused by negligence.

Subject to the paragraph above, our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by the client for that engagement in the twelve months preceding the event giving rise to the liability.

Subject to the same paragraph, we are not liable for indirect, incidental, special or consequential loss, nor for loss of profit, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill or business interruption, whether the claim is framed in contract, in tort or on any other basis, and whether or not the possibility of such loss was known to us.

The client is responsible for maintaining its own backups and for verifying the suitability of a deliverable for its business before relying on it in production. We are not liable for losses that result from a failure to maintain adequate backups or from the use of a deliverable outside the scope for which it was designed.

19. Indemnity

The client agrees to indemnify us against claims, losses, liabilities and reasonable costs arising from client materials, from the client use of a deliverable in breach of these terms or of applicable law, or from instructions given by the client that we have followed in good faith.

We agree to indemnify the client against claims that a deliverable we created, used as intended and within scope, infringes the intellectual property rights of a third party, provided that the client notifies us promptly of the claim, allows us to control the defence and provides reasonable assistance. This indemnity does not apply where the claim arises from client materials, from a third party service or from a modification made by a party other than us.

20. Termination

Either party may terminate an engagement for material breach if the breach is not remedied within thirty days of written notice describing it. Either party may terminate an engagement for insolvency, for an assignment for the benefit of creditors or for any event that makes performance impracticable.

A client may terminate an engagement for convenience by giving written notice. Where an engagement is terminated for convenience, the client remains responsible for fees for work performed up to the termination date, for non-cancellable commitments and for any agreed termination charge stated in the engagement agreement.

On termination, we deliver the work completed to that point, invoice the outstanding amounts, and return or delete client materials in accordance with these terms and with the applicable data protection law. The clauses that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, continue in force.

21. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, war, civil disturbance, industrial action, failure of a public network or utility, epidemic, or a change in law that makes performance impracticable.

The affected party will notify the other promptly and will use reasonable efforts to mitigate the effect of the event. If the event continues for more than sixty days, either party may terminate the affected engagement by written notice, and the client will pay for the work performed up to that point.

22. Governing Law And Disputes

These terms and any engagement agreement are governed by the laws of the jurisdiction in which SUIZHOU DENGYANG ECOMMERCE CO., LTD. is established, unless the parties expressly agree otherwise in writing.

The parties agree to attempt to resolve any dispute through good faith discussion before commencing formal proceedings. If discussion does not resolve the matter within thirty days, either party may refer the dispute to the competent court or, where the parties so agree, to an arbitrator appointed in accordance with the rules named in the engagement agreement.

Nothing in this section prevents either party from seeking urgent relief from a court of competent jurisdiction where that is necessary to protect its rights.

23. Changes To These Terms

We may update these terms from time to time to reflect changes in our services, in our practices or in the applicable law. The current version is always available on this website, and the date at the top of the page records when it was last revised.

Where a change is material, we will provide a clearer notice on the website or by direct message. Changes do not apply retroactively to an engagement that is already governed by a signed agreement, unless the parties agree otherwise in writing.

24. How To Contact Us

Questions about these terms, about a proposal or about an existing engagement can be sent to the details below. We aim to respond promptly during business hours.

Thank you for reading these terms. We take the same care with our agreements as we do with every system we weave: every thread accounted, every pattern true.