Terms of Service
These Terms of Service govern your access to and use of the website of Hefei Zhuocuo E-commerce Co., Ltd., with its registered address at Rm 304, Building 8, Shukeyuan, Qiongyang Road, Wulidun Street, Shushan District, Hefei - 230000, China (CN), and the computer systems design and computer integrated systems design services that the Company provides. Please read these terms carefully before using our website or engaging our services. By accessing our website or by entering into an agreement with us, you agree to be bound by these terms. If you do not agree with any part of these terms, you should not use our website or our services.
1. Acceptance of These Terms
These Terms of Service form a legally binding agreement between you and the Company. They apply whenever you access the website at https://www.zhuocuo.lat, whenever you use the content published on that website, and whenever you engage the Company to provide computer systems design or related services.
By accessing the website, by submitting an enquiry through the contact form, or by signing a services agreement with the Company, you acknowledge that you have read, understood and agreed to be bound by these terms. If you are using the website or services on behalf of an organization, you represent that you have the authority to bind that organization to these terms.
Where a separate written agreement exists between you and the Company for the provision of services, that agreement takes precedence over these general terms to the extent of any conflict. These terms then operate as the general framework that fills any gaps in the specific agreement.
If any provision of these terms is determined to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
2. Scope of Services
The Company operates in the field of computer systems design and related services, including computer integrated systems design. Within that field, we provide systems architecture design, platform engineering, e-commerce platform development, data services, system integration, security engineering and technical support. These terms describe the general conditions that apply to the website and to all engagements in these categories.
The specific services to be delivered in any client engagement are described in the applicable statement of work or services agreement. That document defines the deliverables, the schedule, the acceptance criteria and the fees for the particular project, and it supplements these general terms.
We provide services as a professional partner to our clients, but we do not guarantee any particular business outcome. We commit to professional workmanship, technical accuracy and timely delivery, but factors outside our control, including the behavior of third party platforms, the accuracy of client data and market conditions, may affect the results that a client ultimately achieves.
Nothing in these terms obliges the Company to accept any particular engagement. Each proposed project is evaluated for feasibility, and the Company reserves the right to decline work that it considers outside its expertise or inconsistent with its professional standards.
3. Eligibility to Use the Website
You may use the website only if you are at least eighteen years old and you have the legal capacity to enter into binding contracts. The website is directed at business users and professionals, and the services described on the website are offered to businesses and to individuals acting in a professional or commercial capacity.
If you use the website on behalf of an organization, you confirm that you are an authorized representative of that organization and that your use of the website is within the scope of your authority. The organization shall be responsible for your compliance with these terms.
We reserve the right to refuse service to any person or organization at any time, where permitted by law. This right does not affect the terms of any existing services agreement, which continues to be governed by its own provisions.
You agree to provide accurate and complete information when you use the website, including when you submit a contact form. Where you provide information on behalf of an organization, you confirm that the information is accurate to the best of your knowledge.
4. Accounts and Credentials
Some of the systems we build and operate require authentication. Where you are given access credentials, you are responsible for safeguarding them and for all activity that occurs under your credentials. You must not share your credentials with unauthorized persons and you must notify us promptly if you believe that your credentials have been compromised.
When you create an account in a system that we operate, you agree to provide accurate and complete information and to keep that information current. Accounts that are found to contain false information may be suspended or terminated.
We may establish rules for passwords, including minimum length and complexity requirements, and you agree to comply with those rules. Where multi-factor authentication is available, we recommend and may require its use for administrative access.
We may suspend access to an account where we reasonably believe that the account has been compromised or is being used in a way that threatens the security of the system or the rights of other users. We will notify the account owner promptly after any such suspension.
5. Acceptable Use
You agree to use the website and any systems we operate in a lawful and reasonable manner. You must not use them in any way that damages, disables, overburdens or impairs the availability of the services, or that interferes with the use of the services by any other party.
You must not attempt to gain unauthorized access to any part of the website, to any system we operate, to any account that is not yours, or to any computer system or network connected to the services, through hacking, password mining or any other means.
You must not use automated means, including scraping tools, robots or data mining software, to collect content from the website without our prior written consent, and you must not reverse engineer, decompile or disassemble any software that we make available, except to the extent permitted by mandatory law.
You must not upload or transmit any content that is unlawful, harmful, threatening, abusive, defamatory, obscene, or that infringes the rights of any third party, and you must not transmit any virus, worm, Trojan horse or other malicious code. A breach of this section is a material breach of these terms.
6. Client Responsibilities
For the services to succeed, clients must meet certain responsibilities. The client shall provide timely access to the personnel, systems and information needed to design and deliver the services, and shall appoint a point of contact who has the authority to make decisions on behalf of the client.
The client shall provide accurate and complete information about its requirements, its current systems and its operational constraints. The quality of our design depends on the quality of the information we receive, and the Company does not assume responsibility for failures that arise from incomplete or inaccurate client information.
The client shall make a representative available to review deliverables within agreed timelines and to provide prompt feedback, because a project cannot advance without timely decisions. Delays in client review may extend the project schedule, and the Company is not responsible for delays caused by the client.
The client is responsible for the content, accuracy and lawfulness of the data it provides, including customer data processed through the systems we build. The client is also responsible for maintaining its own backup and business continuity arrangements where those are not part of the agreed scope of services.
7. Intellectual Property Rights
Intellectual property rights in the content and materials published on our website, including text, graphics, logos, design elements and software code, belong to the Company or its licensors and are protected by applicable laws. You may view and download material from the website for your own internal business purposes, but you may not reproduce, distribute, modify or create derivative works from that material without our prior written consent.
The trademarks, service marks and trade names displayed on the website, including the name Zhuocuo and related marks, are the property of the Company. You may not use these marks without our prior written permission, except as necessary to refer to the Company in a factual and non-misleading manner.
Deliverables created specifically for a client under a paid services agreement are owned as provided in that agreement. Unless the agreement states otherwise, the Company retains ownership of its pre-existing materials, its methodologies, its internal tools and any reusable components that are not specific to the client, and grants the client a license to use those materials as part of the delivered system.
You retain ownership of any content or data you provide to us, and you grant us a limited license to use that content and data solely for the purpose of providing the services and operating the systems on your behalf.
8. Fees and Payment
Fees for services are set out in the applicable statement of work or services agreement. Unless otherwise agreed, fees are quoted exclusive of taxes, and the client shall pay any taxes applicable to the services in addition to the quoted fees, except for taxes based on the Company net income.
Invoices are payable within the period stated on the invoice. Unless otherwise agreed, invoices for fixed price work are due on delivery of the deliverable, and invoices for time and materials work are due monthly in arrears. A late payment may be subject to interest at the rate stated in the agreement or, in the absence of such a rate, at the maximum rate permitted by law.
If a payment is not received by the due date, the Company may suspend work or delivery of services until payment is received, after providing written notice. Suspension for non-payment does not relieve the client of its obligation to pay for services already delivered.
Expenses reasonably incurred in the delivery of services, including travel, hosting and licensed software, are charged as provided in the agreement. The client shall reimburse such expenses within the period stated, supported by itemized records where requested.
9. Third Party Services
The systems we design and integrate may depend on services provided by third parties, including cloud providers, payment gateways, logistics carriers, communication services and software vendors. We select third parties with care, but we do not control their operation and we are not responsible for their availability, performance or pricing.
Where a service depends on a third party, the terms and policies of that third party may apply to the relevant component, and the client agrees to comply with those terms. The Company will point out applicable third party terms where it is aware of them and will take reasonable steps to identify any such obligations before integration.
Changes made by third parties, including changes to interfaces, pricing, data policies or availability, are outside our control. Where a change by a third party affects the delivered system, we will advise the client of the impact and, under a paid services agreement, we will perform any required adaptation as additional work.
Links to third party websites from our own website are provided for convenience only. The inclusion of a link does not imply endorsement, and we accept no responsibility for the content or practices of third party sites.
10. Confidential Information
Each party may receive confidential information from the other in the course of a business relationship. Confidential information includes technical data, business plans, financial information, system architectures, client lists, pricing and any other information that is marked as confidential or that a reasonable person would understand to be confidential.
The receiving party shall keep confidential information in confidence, shall use it only for the purpose of the business relationship, and shall disclose it only to personnel who need to know it and who are bound by obligations of confidentiality at least as protective as those in these terms.
Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, that was lawfully in the receiving possession before disclosure, that is received from a third party without restriction, or that is required to be disclosed by law or court order.
Confidentiality obligations survive the termination of these terms and any related agreement for a period of five years, or for as long as the information remains protected under applicable trade secret law, whichever is longer.
11. Data Protection
The Company processes personal information in accordance with its Privacy Policy, which is published on this website and incorporated into these terms by reference. Where the Company processes personal data on behalf of a client as a processor, the terms of the applicable agreement govern that processing, and the Company acts only on the documented instructions of the client.
The client is responsible for establishing a lawful basis for the processing of personal data that flows through the systems we build, and for providing the required privacy notices to data subjects. The Company will assist the client with these obligations where agreed, including by supporting the response to data subject requests.
Each party shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss and misuse, and each party shall notify the other promptly of any personal data breach affecting the services, as required by applicable law.
Nothing in these terms relieves either party of its obligations under applicable data protection legislation, including the general data protection regulation where it applies, and the parties will cooperate in good faith to comply with those obligations.
12. Disclaimer of Warranties
The website and its content are provided on an as is and as available basis, without warranties of any kind, whether express or implied. To the maximum extent permitted by law, the Company disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
The Company does not warrant that the website will be uninterrupted, secure or free of errors, or that defects will be corrected, and does not warrant that the website or the servers that make it available are free of viruses or other harmful components.
For paid services, the warranties set out in the applicable services agreement replace the disclaimers in this section. In the absence of an agreement, services are provided with the same disclaimers described above, and any representation made about a deliverable is limited to the professional standard of care.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the exclusions in this section may not apply to you. In that case, the exclusion applies to the fullest extent permitted by the law of your jurisdiction.
13. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with the use of the website or the provision of services.
The aggregate liability of the Company for all claims relating to the website shall not exceed the amount you paid to use the website in the twelve months preceding the claim. The aggregate liability of the Company for all claims relating to a paid service engagement shall not exceed the fees paid by the client under that engagement.
Nothing in these terms limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that the law does not permit a party to exclude.
The limitations in this section apply regardless of the form of the claim, whether in contract, tort, statute or otherwise, and apply even if the Company has been advised of the possibility of such damages.
14. Indemnification
You agree to indemnify, defend and hold harmless the Company, its directors, officers, employees and agents from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees, arising out of or in connection with your use of the website, your violation of these terms, or your violation of the rights of any third party.
Where the client operates a system that we build and a claim is brought against the Company arising from the content or use of that system, the client shall indemnify the Company to the extent that the claim arises from content or conduct for which the client is responsible.
The indemnity obligations in this section do not apply to the extent that a claim arises from the negligence or intentional misconduct of the Company or from the Company failure to comply with applicable law in the delivery of services.
You agree to notify the Company promptly of any claim that may give rise to an indemnity obligation and to cooperate reasonably in the defense of any such claim. The Company reserves the right to assume the exclusive defense of any matter for which it is entitled to indemnification.
15. Suspension and Termination
These terms continue in effect for as long as you use the website or receive services from the Company. You may stop using the website at any time, and you may terminate a paid services engagement as provided in the applicable agreement.
The Company may suspend access to the website immediately and without notice if you breach these terms, and may terminate access or a services agreement where the breach is material and is not remedied within the period specified in a written notice.
Either party may terminate a paid services agreement for convenience upon written notice to the other party, subject to payment for work performed and expenses incurred up to the date of termination, as provided in the agreement.
Upon termination, the provisions of these terms that by their nature should survive, including the sections on intellectual property, confidentiality, limitation of liability and indemnification, will continue to apply. Return of confidential information and data will be handled as provided in the applicable agreement.
16. Governing Law and Disputes
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 principles. Any dispute arising out of or relating to these terms or to the use of the website will be subject to the exclusive jurisdiction of the courts of Hefei, Anhui Province, China.
Before commencing any legal action, the parties will attempt in good faith to resolve the dispute through friendly negotiation. The parties agree that any negotiation period will be limited to thirty days from the date the dispute is first raised in writing.
If the dispute is not resolved through negotiation, either party may refer the matter to the courts of competent jurisdiction in accordance with this section, subject to any mandatory provisions of law that apply to a consumer resident in a particular jurisdiction.
For international clients, the parties may agree in the services agreement to resolve disputes through arbitration or mediation under a named institution, in which case the procedures of that institution will apply in place of the court process described in this section.
17. Severability and Waiver
If any provision of these terms is held to be invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the remaining provisions will continue in full force and effect.
The failure of the Company to enforce any right or provision of these terms will not be deemed a waiver of such right or provision, and will not prevent the later enforcement of that right or provision on another occasion.
A waiver of any provision will be effective only if it is in writing and signed by the party making the waiver. A waiver of a particular breach does not operate as a waiver of a subsequent or different breach.
These terms may be assigned by the Company to an affiliate or to a successor in connection with a merger, acquisition or reorganization. You may not assign these terms without the prior written consent of the Company.
18. Entire Agreement
These terms, together with the Privacy Policy and any services agreement entered into between the parties, constitute the entire agreement between you and the Company with respect to the subject matter, and supersede all prior agreements, understandings, representations and communications, whether written or oral.
In the event of a conflict between these terms and a services agreement, the services agreement governs with respect to the specific services it covers, and these terms govern with respect to all other matters.
Any headings used in these terms are for convenience only and do not affect the interpretation of any provision. References to sections and paragraphs refer to the sections and paragraphs of these terms.
Where the context requires, the singular includes the plural and the masculine includes the feminine and neuter, and a reference to a party includes that party successors and permitted assigns.
19. Changes to These Terms
We may revise these terms from time to time. The date at the top of this page shows when the terms were last updated, and the revised terms apply to any use of the website after the date they are published.
If we make changes that we consider material, we will take reasonable steps to bring the changes to your attention, including by updating the date on this page and, where we have your contact details, by sending you a notice. We encourage you to review this page periodically.
Your continued use of the website or services after revised terms are published constitutes your acceptance of the revised terms. If you do not agree with the revised terms, you should stop using the website and the services.
Changes to these terms do not affect the terms of a services agreement that is already in effect, unless the agreement itself is amended by written consent of both parties.
20. Contact Information
If you have any questions about these Terms of Service, or about any aspect of the services described on this website, you may contact the Company at any time through the channels listed below.
You may reach us by email at reply@zhuocuo.lat, by telephone at +13253862315, or by mail at Rm 304, Building 8, Shukeyuan, Qiongyang Road, Wulidun Street, Shushan District, Hefei - 230000, China (CN). The contact person for service and legal matters is Feng Li.
We aim to acknowledge messages within two business days and to provide a substantive response within a reasonable time, depending on the complexity of the matter. For urgent operational issues, telephone contact is recommended.
We value the trust you place in us and we will respond to your enquiries in a prompt and professional manner.
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