1. Introduction and Agreement
These terms of service govern your use of the website and services provided by WavePartner, a computer systems design and computer integrated systems design practice. The services described on this website are developed and operated by the developer WavePartner on behalf of Liuyang Taohuo E-Commerce Co., Ltd., located at No. 63 Taiyang Group, Baishu Village, Zhentou Town, Liuyang, Changsha - 410000, China (CN). Please read these terms carefully before you use our website or engage our services.
These terms form a legally binding agreement between you and Liuyang Taohuo E-Commerce Co., Ltd. We may refer to ourselves in these terms as WavePartner, we, us or our. We may refer to you as the client, the user, you or your. By using this website, submitting an enquiry, accepting a proposal or using any of 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 represent that you have the authority to bind that entity to these terms. If you do not have that authority, or if you do not agree with these terms, please do not use our website or our services.
2. Acceptance of These Terms
Your use of our website indicates that you accept these terms and that you agree to comply with them. If you do not agree to these terms, you must stop using the website and must not proceed with any engagement. We may update these terms from time to time, and the version that applies to you is the version that is current at the time you use the website or enter into an engagement.
When you send us an enquiry through our contact form, by email or by phone, we treat that enquiry as a request for information only. It does not create a binding contract by itself. A binding engagement is created only when we both sign or otherwise confirm a written proposal, statement of work or service agreement, and any additional terms in that document take precedence over these terms to the extent of any conflict.
We recommend that you keep a copy of any correspondence we exchange, including proposals and invoices, for your own records. Clear written records help both sides understand what was agreed and reduce the chance of misunderstanding later.
3. Description of Services
WavePartner provides computer systems design and computer integrated systems design services. These services include requirements analysis, architecture design, technical specifications, data platform and analytics engineering, platform and infrastructure engineering, system integration and interoperability, security architecture and governance, and related consulting, documentation, training and support.
We deliver services both as defined projects and as ongoing engagements. A defined project has a clear scope, timeline and budget set out in a proposal or statement of work. An ongoing engagement covers continuous support, maintenance or operations under a separate agreement or service plan. The exact scope of any engagement is described in the written proposal or agreement we issue for that work.
Services are delivered remotely in most cases. Where on site work is agreed, travel and accommodation may be arranged at additional cost and will be confirmed in the proposal. We reserve the right to refuse or to adjust any engagement where the scope is unclear, where the requirements are unlawful, or where the work falls outside our areas of expertise.
4. Eligibility and Client Accounts
Our services are intended for businesses, organizations and adult professionals. By using our services you confirm that you are at least eighteen years of age and that you have the legal capacity to enter into binding agreements. If you are under eighteen, you may only use our website with the involvement and consent of a parent or guardian, and you must not provide personal information without that consent.
Where we provide you with access to an account, a portal or login credentials, you are responsible for keeping your credentials confidential and for all activity that occurs under your account. You must notify us immediately if you become aware of any unauthorized use of your account or any other breach of security. We are not liable for losses caused by your failure to protect your credentials.
We may suspend or close accounts that we reasonably believe have been used for unlawful activity, that violate these terms or that risk the security of our systems. Where we take such action, we will tell you the reason and, where possible, give you a chance to resolve the issue before access is permanently removed.
5. Client Responsibilities
For us to deliver good work, we need your cooperation. You agree to provide accurate and complete information about your business, your processes, your systems and your requirements, and to keep that information up to date during the engagement. You also agree to respond to our questions and review our documents within a reasonable time so that the project can move forward on schedule.
You are responsible for granting us the access we need to the systems, accounts, environments and data required to perform the work, and for ensuring that such access is lawful and properly authorized. Where your systems are hosted by third parties, you will arrange any approvals needed for us to work with those providers.
You agree to designate a point of contact who can make decisions on your behalf, to participate in reviews and testing as described in the proposal, and to provide the resources from your side that the proposal lists as your responsibility. Delays on your side may affect the timeline, and we will not be responsible for delays caused by your failure to meet these responsibilities.
6. Proposals and Project Scope
Every project begins with a written proposal or statement of work. That document describes the deliverables, the assumptions, the timeline, the fees and the payment terms for the engagement. The proposal is our offer to provide the services described, and it becomes binding when you accept it in writing or in the manner stated in the proposal.
Any work that falls outside the scope described in the proposal is considered a change request. We will estimate the time and cost of each change request, and we will begin that work only after you approve the estimate. This keeps the project transparent and avoids surprise costs on either side.
If you ask us to pause work, to change direction significantly, or to redo completed work for reasons that were not part of the original scope, we may adjust the timeline and fees accordingly. We will always confirm any adjustment in writing before we continue, so that you know exactly what to expect.
7. Fees, Payment and Invoicing
Fees for each engagement are set out in the relevant proposal, statement of work or service agreement. Unless otherwise agreed, projects are billed on a fixed fee basis with a schedule of milestones, and ongoing services are billed monthly or at the intervals stated in the agreement. All fees are stated and invoiced in the currency agreed in the proposal.
Invoices are payable within the period stated on the invoice, which is usually thirty days from the invoice date, unless a different period is agreed in writing. If payment is late, we may charge interest at the rate allowed by applicable law, and we may suspend work or services until payment is received. We will tell you before we suspend any service for non payment.
Expenses such as third party software licenses, hosting, domain names and approved travel are invoiced at cost or at the rates stated in the proposal. Where a project is cancelled, you will pay for the work completed up to the date of cancellation, and we will promptly return any materials that belong to you, subject to payment of the amounts due.
8. Intellectual Property Rights
All intellectual property that we create specifically for you in the course of a paid engagement, including designs, specifications, code, documentation and other deliverables, is transferred to you once you have paid the fees for the work in full. This transfer covers the deliverables described in the proposal, and you receive full ownership of those deliverables.
We retain ownership of our pre existing tools, frameworks, methods, libraries and know how, and we grant you a non exclusive, perpetual, royalty free license to use any of those components that are embedded in your deliverables. This license allows you to use and modify the deliverables you received without additional payment to us.
You retain ownership of the materials and data you provide to us. By providing them, you grant us the right to use them solely for the purpose of performing the services for you. Our website content, including text, graphics, logos and design, belongs to us or our licensors and may not be copied or reused without our written permission.
9. Confidentiality
During an engagement, we may share information that is confidential to each other. Confidential information includes business plans, technical details, customer data, pricing, source code and any other information that is marked confidential or that a reasonable person would understand to be confidential. Each party agrees to keep the other party confidential information secure and to use it only for the purpose of the engagement.
We will not disclose your confidential information to third parties except as needed to deliver the services, where the law requires it, or where you have given us permission. We will take reasonable steps to ensure that any person who receives your confidential information on our behalf protects it in the same way.
These confidentiality obligations survive the end of the engagement. They do not apply to information that is already public, that becomes public through no fault of the receiving party, that was lawfully known before disclosure, or that is independently developed without reference to the confidential information.
10. Acceptable Use Policy
You agree to use our website and services only for lawful purposes. You must not use our services in any way that breaches any applicable law or regulation, that infringes the rights of others, or that could damage, disable or impair our systems or the systems of other users. You must not attempt to gain unauthorized access to any part of our website or infrastructure.
You must not submit content that is unlawful, defamatory, fraudulent, misleading or harmful, and you must not use our services to store or process data in a way that violates the rights of any third party. We rely on you to ensure that any data you entrust to us, including customer data and content, has been collected and shared lawfully.
If we become aware of a violation of this policy, we may suspend or terminate your access to our services, remove offending content where we are able to do so, and report unlawful activity to the relevant authorities. We will notify you of any such action where it is lawful and practical for us to do so.
11. Warranties and Disclaimers
We warrant that we will perform the services with reasonable skill and care, and that our deliverables will conform in all material respects to the specifications described in the proposal. We warrant that we have the right to provide the services and to transfer the deliverables as described in these terms. During a defined warranty period stated in the proposal, we will fix defects in our deliverables at no additional charge.
Except as expressly stated in these terms or in a written agreement, our services and website are provided on an as is and as available basis. To the maximum extent permitted by law, we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non infringement.
We do not warrant that our services will be uninterrupted, error free or completely secure, and we are not responsible for the performance of third party systems, software or services that you choose to connect to ours. You are responsible for backing up your own data and for verifying that the deliverables meet your requirements before relying on them.
12. Limitation of Liability
To the maximum extent permitted by law, our total liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, is limited to the total fees you paid to us for that engagement during the twelve months preceding the event giving rise to the claim. This limit applies to all claims, including claims for lost profits, lost data, loss of business or interruption to your operations.
We will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill, data or anticipated savings, even if we were advised of the possibility of such damages. This limitation applies regardless of the form of the claim and does not apply to liability that cannot be limited under applicable law.
Nothing in these terms limits or excludes liability for fraud, for death or personal injury caused by negligence, or for any other liability that cannot be limited or excluded by law. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, some of the limits in this section may not apply to you.
13. Indemnification
You agree to indemnify and hold harmless WavePartner and Liuyang Taohuo E-Commerce Co., Ltd., together with our officers, employees and agents, from and against any claims, damages, losses and expenses, including reasonable legal fees, arising out of or in connection with your use of our services, your breach of these terms, or your violation of any law or the rights of any third party.
This indemnity covers, for example, claims that arise from data or content you provide to us, from your use of deliverables in a manner not contemplated by the proposal, or from your failure to obtain the rights needed to share that data with us. We will give you prompt notice of any claim and reasonable cooperation in defending it, at your expense.
This section does not limit any other remedy available to us, and it survives the termination of these terms and of any engagement. We reserve the right to assume the exclusive defense of any claim subject to indemnification by you, in which case you will cooperate with us and will not settle the claim without our written consent.
14. Termination of Services
Either party may terminate an engagement in accordance with the termination provisions in the applicable proposal or agreement. Where no specific provision applies, you may cancel a project by giving us written notice, and we may terminate an engagement on written notice if you materially breach these terms and do not remedy the breach within a reasonable period after we notify you.
Upon termination, you will pay for all work completed and all services delivered up to the effective date of termination, together with any non cancellable costs we have incurred on your behalf. We will promptly deliver to you the completed deliverables and any materials belonging to you, provided that all amounts due have been paid.
Provisions that by their nature should survive termination survive it, including sections on confidentiality, intellectual property, limitation of liability, indemnification and governing law. Termination does not affect any rights or obligations that accrued before the date of termination.
15. Suspension of Services
We may suspend access to our services, in whole or in part, where we reasonably believe suspension is necessary to protect our systems, to address a security threat, to comply with the law, or to enforce these terms. We will give you notice before we suspend where it is reasonably possible, and we will limit suspension to the minimum extent and duration needed to address the issue.
Suspension does not release you from your obligation to pay for services already delivered or for the period of suspension unless we agree otherwise. If we suspend services because of a breach on your part, we may resume services once the breach is resolved and any related costs are paid.
We will make reasonable efforts to restore suspended services promptly after the reason for suspension has been resolved. Nothing in this section prevents us from terminating an engagement under the termination provisions where the circumstances justify it.
16. Changes to These Terms
We may revise these terms of service from time to time to reflect changes in our services, in the law or in our business practices. When we make changes, we will update the effective date at the top of this page and post the revised terms on this website. The version in effect at the time you use the website or enter an engagement applies to you.
Where we make significant changes and we hold your current contact details, we will give you reasonable notice before the changes take effect, where the law requires it. Significant changes include changes to fees for existing engagements, changes to our liability limits or changes to the governing law.
Your continued use of our website or services after revised terms are published means that you accept those revised terms. If you do not agree with a revision, you may stop using our services and, where applicable, terminate your engagement under the termination provisions.
17. Governing Law and Dispute Resolution
These terms are governed by the laws of the People Republic of China, without regard to its conflict of law rules, and by any mandatory laws that apply to you in your country of residence. Any dispute arising out of or in connection with these terms will first be addressed through good faith discussions between the parties.
If the dispute cannot be resolved through discussion within a reasonable period, either party may submit the dispute to a court of competent jurisdiction in China, or to such other forum as the applicable law requires or permits. You may also have rights to bring a claim before the courts or authorities of your own country where mandatory law gives you that right.
Nothing in this section limits our right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect our confidential information, our intellectual property or the security of our systems.
18. Entire Agreement and Severability
These terms, together with any proposal, statement of work or service agreement you accept, constitute the entire agreement between you and WavePartner with respect to the services and supersede any prior agreements, discussions or representations, whether written or oral. Where there is a conflict between these terms and a specific proposal, the proposal prevails to the extent of the conflict.
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 continue in full force and effect. Our failure to enforce any provision does not mean that we waive our right to enforce it later.
You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign these terms in connection with a merger, reorganization or sale of our business, and we will give you notice where the law requires it.
19. Contact Information
If you have any questions about these terms, about an engagement, or about anything related to our services, please contact us using the details below. We will respond to your message promptly and we will do our best to resolve any concern fairly and quickly.
Email: connect@wavepartner.lol
Phone: +15673690723
Postal address: No. 63 Taiyang Group, Baishu Village, Zhentou Town, Liuyang, Changsha - 410000, China (CN)
Please keep copies of any correspondence about an engagement for your records, and refer to the proposal number or project name when you write to us so that we can respond accurately and quickly.