Welcome to Website Test. These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "Client," or "User") and Website Test ("we," "us," "our," or "the Company") governing your access to and use of our website located at www.zoujia.shop (the "Site") and the professional computer systems design and integration services we provide (the "Services").
By accessing, browsing, or otherwise using our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not access or use our website or services. These Terms apply to all visitors, clients, and users, regardless of the nature or duration of their relationship with us.
We may provide services to you under separate service agreements, statements of work, or other contractual documents. In the event of any conflict between these Terms and a separate written agreement signed by an authorized representative of the Company, the terms of the separate agreement shall prevail with respect to the specific services covered therein.
For the purposes of these Terms, the following definitions apply:
The Company provides professional computer systems design, integration, and managed IT services to businesses and organizations. The specific scope, deliverables, timelines, and pricing for any engagement are defined in separate service agreements or statements of work executed between the Company and the Client.
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We also reserve the right to refuse or cancel any service request at our discretion, particularly where we believe that providing the requested services would violate applicable law, conflict with our policies, or compromise our professional or ethical standards.
All Services are provided on a commercially reasonable basis, using qualified personnel and industry-standard methodologies. While we strive for excellence in every engagement, we do not guarantee that any particular result will be achieved, as outcomes may depend on factors beyond our control, including client cooperation, third-party systems, and external market conditions.
All content, materials, and resources available on our website, including text, graphics, logos, designs, code, and software, are the intellectual property of the Company or its licensors and are protected by applicable intellectual property laws. No content from our website may be copied, reproduced, distributed, or used for commercial purposes without our prior written consent.
Unless otherwise agreed in a separate service agreement, intellectual property rights in Deliverables produced specifically for a Client shall be transferred to the Client upon full payment of all fees due for the relevant engagement. The Company retains all rights to pre-existing intellectual property, methodologies, tools, templates, and frameworks used in the creation of Deliverables, which are licensed to the Client on a non-exclusive, royalty-free basis for internal use only.
The Company retains the right to use general knowledge, experience, and skills acquired during the course of providing Services, including the right to reference the nature and scope of the engagement for marketing and business development purposes, subject to applicable confidentiality obligations.
Fees for Services are determined based on the scope of work, complexity, and resources required, as specified in the applicable service agreement or statement of work. Unless otherwise agreed, invoices are issued upon completion of agreed milestones and are payable within 30 days of the invoice date.
Late payments may be subject to interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. The Company reserves the right to suspend or terminate Services if invoices remain unpaid beyond the agreed payment terms. All fees are quoted and payable in the currency specified in the service agreement, and the Client is responsible for any applicable taxes, duties, or charges.
For fixed-price engagements, any changes to the scope of work may result in adjusted fees, which will be documented in a change order signed by both parties. For time-and-materials engagements, the Client will be billed based on actual hours worked and expenses incurred, supported by detailed time records and expense reports.
Both parties acknowledge that, in the course of their relationship, they may have access to or be exposed to Confidential Information of the other party. Each party agrees to maintain the confidentiality of such information and to use it solely for the purposes of the engagement, exercising at least the same degree of care that it uses to protect its own confidential information.
Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall survive the termination of any service agreement and shall remain in effect for a period of three years thereafter.
The confidentiality obligations set forth in this section do not apply to information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession before disclosure, is independently developed without reference to the Confidential Information, or is required to be disclosed by law, regulation, or legal process, provided that the receiving party gives reasonable notice to the disclosing party where permitted.
The Company warrants that its Services will be performed in a professional and workmanlike manner, consistent with industry standards and practices applicable to computer systems design and integration services. If any Service fails to meet this warranty, the Company will, at its option, re-perform the affected Service or refund the fees paid for such Service, provided that the Client notifies the Company in writing within 30 days of the Service being rendered.
Except as expressly stated in these Terms or in a separate service agreement, all Services are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Company does not warrant that its Services will be error-free, uninterrupted, or completely secure.
The Company specifically disclaims any responsibility or liability for the performance, reliability, or security of third-party systems, software, or services that are not provided by the Company but may be integrated with or connected to systems designed or managed by the Company. The Client is responsible for maintaining appropriate backups and for verifying the suitability of any third-party products or services.
To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, business interruption, or cost of replacement goods or services, arising out of or in connection with the use of or inability to use our Services or website, even if the Company has been advised of the possibility of such damages.
The total aggregate liability of the Company arising out of or in connection with any engagement, whether based on contract, tort, negligence, or any other legal theory, shall not exceed the total fees paid by the Client to the Company for the specific Services giving rise to the claim during the three months preceding the event giving rise to the liability.
The limitations and exclusions in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or any other legal theory, and shall apply even if any limited remedy fails of its essential purpose. These limitations are allocated among all claims and are a cumulative cap, not per-claim.
The Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with the Client's use of the Services, the Client's breach of these Terms, or the Client's violation of any applicable law or third-party rights.
The Company agrees to indemnify, defend, and hold harmless the Client from and against any third-party claims that the Deliverables infringe the intellectual property rights of a third party, provided that the Company is promptly notified of such claims, has sole control of the defense and settlement, and the Client provides reasonable cooperation in the defense of such claims.
If any Deliverable becomes or, in the Company's opinion, is likely to become the subject of an infringement claim, the Company may, at its option and expense, modify the Deliverable to be non-infringing, replace it with a functionally equivalent non-infringing alternative, or refund the fees paid for the infringing Deliverable.
These Terms are effective upon your first access to our website or engagement of our Services and remain in effect until terminated. A Client may terminate a service engagement in accordance with the termination provisions specified in the applicable service agreement, typically requiring 30 days' written notice.
The Company may terminate a service engagement immediately upon written notice if the Client breaches any material term of these Terms or the service agreement and fails to cure such breach within 15 days of receiving written notice, or if the Client becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.
Upon termination, the Client shall pay all fees due for Services rendered up to the effective date of termination. The Company shall deliver any work in progress and provide reasonable cooperation to facilitate the transition of services to the Client or a designated third party. Provisions of these Terms that by their nature should survive termination, including those relating to confidentiality, intellectual property, limitation of liability, and indemnification, shall continue in full force and effect.
These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in Hunan Province, China, for the resolution of any disputes.
Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. The parties agree to attempt in good faith to resolve any disputes through negotiation before initiating legal proceedings, and either party may request that the other party participate in mediation before pursuing litigation.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
When accessing our website or using our Services, you agree to conduct yourself in a lawful and respectful manner. You agree not to engage in any of the following prohibited activities:
We reserve the right to suspend or terminate access to our website for any user who violates these conduct standards. We may also report violations to law enforcement authorities where we believe such action is warranted.
Our website may contain links to third-party websites, services, and resources. These links are provided for convenience and informational purposes only. We do not control, endorse, or assume responsibility for the content, policies, or practices of any third-party websites or services.
You acknowledge that the Company shall not be liable for any damage or loss caused by your use of or reliance on any third-party website or service. Your interactions with third-party websites and services are solely between you and the third party. We recommend that you review the terms of service and privacy policies of any third-party websites before using them.
In the course of providing Services, the Company may recommend or integrate third-party products, platforms, or services. While we exercise professional judgment in making such recommendations, we do not warrant the performance, availability, or suitability of third-party products and services. The Client is responsible for evaluating and accepting the terms and conditions of any third-party products or services used in connection with our Services.
The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms or any service agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government actions, labor disputes, power outages, telecommunications failures, internet infrastructure failures, or other similar events.
In the event of a force majeure event, the affected party shall promptly notify the other party in writing, describing the nature of the event and its expected duration. The affected party shall use commercially reasonable efforts to mitigate the effects of the force majeure event and to resume performance as soon as practicable.
If a force majeure event continues for more than 60 days, either party may terminate the affected service agreement upon written notice, with the Client paying for all Services rendered up to the date of termination. The Company shall deliver any work in progress and provide reasonable transition assistance in such circumstances.
These Terms, together with any service agreements, statements of work, and other documents referenced herein, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, communications, and agreements, whether written or oral, regarding such subject matter.
If there is a conflict between these Terms and the terms of a separate service agreement signed by authorized representatives of both parties, the terms of the separate service agreement shall control with respect to the specific subject matter of the conflict. These Terms shall continue to govern all matters not addressed in the separate service agreement.
No amendment or modification of these Terms shall be valid unless in writing and signed by an authorized representative of the Company. The Company's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. No waiver shall be effective unless in writing and signed by the waiving party.
If you have any questions, comments, or concerns about these Terms of Service or wish to discuss a potential service engagement, please contact us using the information below:
By contacting us, you consent to our use of the information you provide in accordance with our Privacy Policy. We are committed to responding to all legitimate inquiries in a timely and professional manner. Please include relevant details in your communication so that we can address your inquiry effectively.