Acceptance of Terms
These Terms of Service, together with our Privacy Policy, form a binding agreement between you and Tongshan Daxiao Trading Co., Ltd., operating under the name Filial Grace. By accessing our website or using our services, you agree to be bound by these terms.
If you are entering into this agreement on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity to these terms. In that case, the words you and your refer to that entity.
If you do not agree with any part of these terms, you must not use our website or our services. Please read these terms carefully before you proceed.
Definitions
In these terms, the following words have the meanings set out below. We, us and our refer to Tongshan Daxiao Trading Co., Ltd. (通山县大孝商贸有限公司), a company operating the Filial Grace brand with a registered address at No. 229, Group 2, Heping Cun, Dafan Town, Tongshan County, Xianning - 437000, China (CN).
You and your refer to the individual or entity that uses our website or engages our services. Services means the computer systems design and related services we provide, including systems architecture, cloud integration, data platform design, process automation, security consulting and ongoing support.
Content means any text, data, software, designs, documents or other materials that are provided, uploaded or generated in connection with the services. A Proposal means a written document that describes the scope, timeline and pricing of a specific engagement.
Eligibility
To use our website and services, you must be at least eighteen years old, or the age of majority in your jurisdiction, and you must have the legal capacity to enter into a binding agreement.
If you use the website on behalf of an organization, you must be authorized to act for that organization. We may ask you to confirm your authority, and we may decline to provide services where we are unable to verify it.
We provide services to business clients and we do not knowingly direct our website toward children or toward individuals who are not permitted to enter into contracts under applicable law.
Description of Services
Filial Grace provides integrated computer systems design and related professional services. Our work typically includes assessing an existing technology landscape, designing an architecture, integrating systems and data, automating processes and providing ongoing support.
The exact scope of any engagement is defined in a written Proposal or statement of work agreed between the parties. We are not obligated to perform work outside the agreed scope, although we may do so by mutual written agreement.
We may describe examples of past work, typical outcomes and general capabilities on our website. Those descriptions are for information only and do not form part of any contract unless they are expressly incorporated into a signed agreement.
Engagement and Proposals
An engagement begins when you accept a written Proposal that we issue to you. A Proposal will describe the scope of work, the estimated timeline, the fees and any assumptions on which the estimate is based.
Estimates are prepared in good faith and reflect the information available at the time. If the scope changes or new information materially affects the work, we will discuss the impact with you before proceeding and, where appropriate, issue a revised Proposal or change order.
Any work performed before a written Proposal is accepted is provided on an introductory basis only and does not by itself create an obligation for either party to continue an engagement.
Client Responsibilities
To allow us to deliver the services effectively, you agree to provide timely access to the people, systems, information and credentials that we reasonably need to perform the work. Delays in providing these items may affect the timeline and the cost of the engagement.
You are responsible for ensuring that you have the rights and permissions necessary for us to access any systems, data or materials you provide, and that providing those materials to us does not violate any law or third party rights.
You agree to review our work and provide feedback within reasonable timeframes, and to maintain appropriate backups of your own data before any changes are made to your production systems.
Acceptable Use
You agree not to use our website or services for any unlawful purpose or in any way that could damage, disable or impair our systems or the systems of others. You must not attempt to gain unauthorized access to any part of our website or to any network or system connected to it.
You must not upload or transmit any material that is unlawful, harmful, defamatory, infringing or that contains malicious code. You must not use automated means to scrape, harvest or otherwise extract data from our website without our prior written consent.
We may suspend or terminate your access to our website or services if we reasonably believe that you have violated this section or any other part of these terms.
Intellectual Property
All content on our website, including text, graphics, logos and design elements, is owned by us or our licensors and is protected by applicable intellectual property laws. You may view and use the website for its intended purpose, but you may not copy, reproduce or redistribute our content without our prior written permission.
Subject to payment of all applicable fees, and unless otherwise agreed in writing, we assign to you the rights to the deliverables we create specifically for you under an engagement. This does not include our pre existing tools, templates, methodologies or underlying know how, which remain our property.
You retain ownership of any content and materials that you provide to us. By providing those materials, you grant us a limited license to use them solely for the purpose of performing the services for you.
Confidentiality
During an engagement, each party may receive confidential information from the other, including business plans, technical details, financial information and other non public material. Each party agrees to keep the other party confidential information secure and to use it only for the purpose of the engagement.
Confidentiality obligations do not apply to information that is already public, that is independently developed, that is rightfully received from a third party without restriction, or that must be disclosed by law.
These confidentiality obligations survive the end of the engagement and continue for a period of three years, or for as long as the information remains confidential, whichever is longer.
Fees and Payment
Fees for our services are set out in the applicable Proposal. Unless otherwise stated, fees are exclusive of any applicable taxes, duties or levies, which will be added where required by law.
We may invoice you in stages according to milestones defined in the Proposal, or according to a schedule we agree with you in writing. Payment is due within the period stated on each invoice, typically thirty days from the invoice date.
If an invoice is not paid by its due date, we may suspend work until payment is received, and we may charge reasonable interest on overdue amounts as permitted by law. You are responsible for any costs we reasonably incur in collecting overdue amounts.
Disclaimer of Warranties
Our services are provided on an as is and as available basis, and to the fullest extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non infringement.
We do not warrant that the website will be uninterrupted, error free or free of harmful components, or that any particular result will be achieved. You acknowledge that technology systems carry inherent risk and that no outcome can be guaranteed.
We will perform the services with reasonable skill and care, but we make no representation that any recommendation will eliminate all risk or that any system we design will be immune to all security threats or failures.
Limitation of Liability
To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, consequential or punitive damages, including loss of profits, loss of revenue, loss of data or loss of business opportunity, arising out of or in connection with these terms or the services.
Our total aggregate liability arising out of or in connection with these terms or the services, whether in contract, tort or otherwise, will not exceed the total amount of fees actually paid by you to us in the twelve months preceding the event giving rise to the liability.
Nothing in these terms limits or excludes liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence, or liability for fraud or fraudulent misrepresentation.
Indemnification
You agree to indemnify and hold us harmless from and against any claims, damages, losses, liabilities and expenses, including reasonable legal fees, arising out of your use of the website or services, your breach of these terms, or your violation of any law or third party right.
This indemnity does not apply to the extent that a claim arises from our own breach of these terms or from our own negligence or willful misconduct.
We will notify you promptly of any claim subject to this section and we will cooperate with you in your defense of the claim, at your expense.
Third Party Services and Links
Our website may link to third party websites and services, and our work may involve the use of third party platforms and tools. We are not responsible for the content, availability or practices of any third party.
Your use of third party services is governed by the terms and policies of those third parties, not by these terms. We encourage you to review those terms before using any third party service.
The inclusion of a link does not imply our endorsement of the linked site, and we accept no responsibility for any loss or damage arising from your use of any third party website or service.
Termination
Either party may terminate an engagement by giving written notice as provided in the applicable Proposal or statement of work. Unless otherwise agreed, you may terminate for convenience by paying for the work completed up to the date of termination.
We may terminate or suspend an engagement or your access to our services if you breach these terms and do not remedy the breach within a reasonable period after notice, or if we reasonably believe that continuing would expose us or others to legal or security risk.
Termination does not affect any rights or obligations that have already accrued, including your obligation to pay fees for work completed. The provisions that are intended to survive termination, including confidentiality, intellectual property and limitation of liability, will continue to apply.
Modifications to Services
We may update, improve or change our website and our service offerings from time to time. We may add or remove features, and we may make changes to reflect new technology, security requirements or business needs.
Changes to an active engagement will be handled through the change order process described in the applicable Proposal. We will not unilaterally reduce the scope of an agreed engagement without discussing the change with you and agreeing the impact on fees and timeline.
We will use reasonable efforts to provide notice of material changes to the website or to our standard service offerings.
Modifications to These Terms
We may update these Terms of Service from time to time. When we do, we will update the last updated date at the top of this page. Material changes will be highlighted in a way that is reasonably visible.
Your continued use of our website or services after the updated terms take effect constitutes your acceptance of the revised terms. If you do not agree with the changes, you should stop using the website and services.
For an active engagement, the version of these terms in force at the time the engagement began will continue to govern that engagement unless you agree in writing to the updated version.
Governing Law
These terms are governed by and construed in accordance with the laws of the People Republic of China, without regard to its conflict of law provisions.
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Any legal action arising out of or in connection with these terms will be subject to the exclusive jurisdiction of the competent courts in the location where Tongshan Daxiao Trading Co., Ltd. is registered, unless the law provides otherwise.
Dispute Resolution
We value our relationships and we prefer to resolve disagreements through open and honest communication. If a dispute arises, we encourage you to contact us first so that we can attempt to resolve the matter informally and in good faith.
If a dispute cannot be resolved informally within thirty days, either party may pursue the remedies available under the governing law, including mediation or, where appropriate, formal legal proceedings.
Nothing in this section prevents either party from seeking urgent injunctive or other equitable relief where necessary to protect its rights, including its confidential information or intellectual property.
Severability and Waiver
If any provision of these terms is found to be invalid, illegal or unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
The failure of either party to enforce any provision of these terms does not constitute a waiver of that provision or of the right to enforce it later. A waiver of any provision is effective only if it is made in writing and signed by the waiving party.
No course of dealing or delay in exercising a right will operate as a waiver of that right or of any other right under these terms.
Entire Agreement
These terms, together with our Privacy Policy and any applicable Proposal or statement of work, constitute the entire agreement between you and us regarding the subject matter of these terms, and they supersede all prior agreements, understandings and communications, whether written or oral.
In the event of a conflict between these terms and a signed Proposal or statement of work, the signed Proposal or statement of work will prevail to the extent of the conflict and only in relation to that specific engagement.
No terms that you seek to impose through a purchase order or other document will apply unless we have expressly agreed to them in writing.
Contact Information
If you have any questions about these Terms of Service, or if you wish to contact us for any other reason, please use the details below.
Tongshan Daxiao Trading Co., Ltd. (通山县大孝商贸有限公司)
No. 229, Group 2, Heping Cun, Dafan Town, Tongshan County, Xianning - 437000, China (CN)
Email: assist@filialgrace.lat
Telephone: +19853193751
Website: https://www.filialgrace.lat