Introduction and Acceptance
These Terms of Service govern your access to and use of the website located at www.naiyao.autos and the computer systems design and related services provided by Kunming NaiYao Trading Co., Ltd., operating as NaiYao Systems. By accessing the website, submitting an inquiry, or engaging us for any service, you agree to be bound by these terms. If you do not agree with any part of these terms, you should not use the website or our services.
Please read these terms carefully before you begin. They describe your rights and obligations, the scope of the services we provide, and the limits of our liability. These terms form a legally binding agreement between you and the Company, and they apply together with our Privacy Policy and any separate written agreement we may enter into for a specific project. We may refer to the Company as NaiYao Systems, we, us, or our throughout these terms.
Definitions
For the purposes of these terms, the word Company means Kunming NaiYao Trading Co., Ltd., including its officers, employees, contractors, and affiliates. The word Client or you means any individual or organization that accesses the website or uses our services. The word Services means the computer systems design, integrated systems engineering, cloud infrastructure, systems integration, data platform, cybersecurity, and managed operations offerings that we provide.
The word Website means the website located at www.naiyao.autos and all pages, content, and features available through it. The word Agreement means these Terms of Service together with any statement of work, proposal, or other written document that we and the Client sign for a specific engagement. Where the context requires, singular terms include the plural and plural terms include the singular.
Eligibility
Our website and services are intended for use by individuals who are at least eighteen years of age and who have the legal capacity to enter into a binding contract. By using the website or our services, you represent and warrant that you meet these requirements. If you are using the services on behalf of an organization, you represent that you have the authority to bind that organization to these terms.
We do not knowingly provide services to individuals who are under the age of eighteen, and our services are not directed toward minors. If we become aware that a minor has used the website or submitted information to us, we will take reasonable steps to remove that information in accordance with our Privacy Policy and applicable law.
Description of Services
NaiYao Systems provides professional computer systems design and related services within the Professional, Scientific, and Technical Services sector. Our work includes systems architecture, cloud infrastructure design and deployment, systems integration, data platform and analytics engineering, cybersecurity and compliance support, and managed operations and support. The specific scope, deliverables, timelines, and fees for any engagement are defined in a separate proposal or statement of work agreed between the parties.
We aim to describe our services accurately on the website. However, the content on the website is provided for general information and does not constitute a binding offer to provide any particular service. No service engagement is formed until both parties have agreed to a written scope of work, and the website itself does not create any professional or contractual relationship between you and the Company.
Client Responsibilities
To allow us to deliver services effectively, you agree to provide accurate and complete information about your systems, your requirements, and your business environment, and to provide timely access to the people, data, and environments we reasonably need to perform the work. You are responsible for obtaining any consents, licenses, or permissions that are required for us to access and work with the systems and data involved in an engagement.
You agree to designate a point of contact who is authorized to make decisions and provide approvals during the project, and to review deliverables within the timeframes set out in the applicable statement of work. Delays caused by missing information, unavailable personnel, or unreviewed work may affect project timelines, and we are not responsible for schedule changes that result from such delays.
Acceptable Use
You agree to use the website and our services only for lawful purposes and in a manner that does not infringe the rights of, or restrict the use of the website by, any other person. You must not use the website to transmit malware, spam, or any unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable material. You must not attempt to gain unauthorized access to the website, its servers, or any connected systems.
You must not interfere with the proper working of the website, attempt to bypass any security measures, or use automated means such as scraping or crawling in a manner that places an unreasonable load on our infrastructure. Any use of the website or services that violates these terms, any applicable law, or the rights of a third party may result in the suspension or termination of your access at our discretion.
Intellectual Property
All content on the website, including text, graphics, logos, design elements, and code, is owned by the Company or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may view and use the website content for your personal, non-commercial use, but you may not copy, reproduce, distribute, modify, or create derivative works from the content without our prior written permission.
With respect to services, ownership of the deliverables we create, including designs, code, documentation, and other work product, is addressed in the applicable statement of work. Unless otherwise agreed in writing, we retain ownership of our pre-existing tools, methodologies, and know-how, while you receive a license to use the deliverables created specifically for your engagement under the terms set out in the statement of work.
Confidentiality
In the course of providing services, each party may disclose confidential information to the other. Confidential information includes business plans, technical specifications, source code, customer data, financial information, and any other information that is marked as confidential or that a reasonable person would understand to be confidential. Each party agrees to protect the confidential information of the other using at least the same degree of care it uses to protect its own confidential information.
Neither party will use the confidential information of the other for any purpose other than performing its obligations under the Agreement, nor disclose it to any third party except to its employees, contractors, and advisers who need to know the information and who are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully possessed, or that the receiving party is required to disclose by law.
Fees and Payment
Fees for our services are set out in the applicable proposal or statement of work and are typically quoted in United States dollars unless otherwise stated. Payment terms, including the schedule of installments and any deposit required before work begins, are described in the statement of work. You agree to pay all invoiced amounts by the due date stated on each invoice, and late payments may be subject to interest at the rate permitted by applicable law.
Unless a statement of work provides otherwise, fees do not include third party costs such as software licenses, hosting charges, or travel expenses, which are billed either directly to you or as pass-through costs. You are responsible for any taxes, duties, or other governmental charges that apply to the services, except for taxes based on our income. If a payment is disputed in good faith, you agree to notify us promptly and to work with us to resolve the dispute.
Warranties and Disclaimers
We will perform our services in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly stated in this section or in a written statement of work, the website and all services are provided on an as is and as available basis, and we make no warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
We do not warrant that the website will be uninterrupted, error-free, or free of viruses or other harmful components, or that any results obtained from the use of our services will meet your specific expectations. You are responsible for verifying that any deliverable is suitable for your intended purpose and for maintaining backups of your own data where appropriate. No advice or information obtained from us creates any warranty not expressly stated in these terms.
Limitation of Liability
To the fullest extent permitted by law, the Company and its officers, employees, contractors, and affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or related to your use of the website or our services, even if we have been advised of the possibility of such damages.
Our total aggregate liability arising out of or related to these terms, whether in contract, tort, or otherwise, will not exceed the total fees you have paid to us for the specific service giving rise to the claim during the twelve months preceding the event that gave rise to the liability. Where the applicable law does not permit the limitation of liability set out above, our liability will be limited to the maximum extent permitted by that law.
Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, employees, contractors, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to your use of the website or services, your violation of these terms, your infringement of the rights of any third party, or the content or data you provide to us in connection with an engagement.
We will provide you with prompt notice of any claim that is subject to this indemnification, and we will cooperate with you in the defense of the claim. You agree not to settle any claim in a manner that admits liability on our part or imposes any obligation on us without our prior written consent. This section survives the termination of these terms.
Termination
These terms remain in effect until terminated by either party. You may terminate your use of the website at any time by simply ceasing to access it. For service engagements, either party may terminate the engagement in accordance with the termination provisions set out in the applicable statement of work, which may include termination for convenience, termination for cause, and the obligation to pay for work performed up to the date of termination.
We may suspend or terminate your access to the website or services if you breach these terms, if we are required to do so by law, or if we determine in good faith that continued provision of the services would create a security or legal risk. Upon termination, any provisions that by their nature should survive, including those relating to confidentiality, intellectual property, liability, and payment, will continue to apply.
Third Party Services
Our website and services may rely on or integrate with products and services provided by third parties, including hosting providers, cloud platforms, software libraries, and other vendors. We do not control those third party services, and we are not responsible for their availability, performance, or the content they provide. Your use of third party services is subject to the terms and conditions of those providers.
Where we recommend or integrate a third party service as part of an engagement, we do so in good faith based on our assessment of the service at the time. However, we cannot guarantee that any third party service will continue to be available, secure, or suitable for your needs over time, and you are responsible for evaluating and accepting any risks associated with third party products.
Privacy
Your use of the website and our services is also governed by our Privacy Policy, which explains how we collect, use, store, and protect your personal information. By using the website and services, you consent to the collection and use of information as described in the Privacy Policy. We encourage you to review the Privacy Policy, which is available on our website, before providing any personal information to us.
To the extent that we process personal information on your behalf as part of providing services, the terms governing that processing are set out in the applicable statement of work and any data processing addendum we may enter into with you. We will process such information only in accordance with your documented instructions and our applicable contractual obligations.
Governing Law
These terms and any dispute arising out of or related to them will be governed by and construed in accordance with the laws of China, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
If any provision of these terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted, and the remaining provisions will continue in full force and effect. The parties agree that the substantive law chosen in this section will apply to the construction and interpretation of the entire Agreement.
Dispute Resolution
The parties agree to attempt to resolve any dispute arising out of or related to these terms through good faith negotiation before pursuing other remedies. If a dispute cannot be resolved through negotiation within thirty days, the parties may agree to submit the dispute to mediation. Neither party will commence formal legal proceedings until the negotiation and, where agreed, mediation steps described in this section have been completed.
If the dispute remains unresolved, it will be submitted to the exclusive jurisdiction of the courts located in the city where the Company maintains its principal office, unless the applicable law provides otherwise. Nothing in this section prevents a party from seeking injunctive or other equitable relief from a court where such relief is necessary to protect its rights.
Changes to These Terms
We may update these Terms of Service from time to time to reflect changes in our services, our practices, or the legal environment. When we make changes, we will post the revised terms on this page and update the date at the top of the terms. Where changes are material, we will take reasonable steps to bring them to your attention, such as by placing a notice on our website.
Your continued use of the website or services after any changes to these terms take effect will constitute your acceptance of the updated terms. If you do not agree to the updated terms, you should stop using the website and services. For ongoing service engagements, changes to these terms will not apply retroactively in a manner that materially alters the terms of an existing statement of work without the agreement of both parties.
General Provisions
These terms, together with the Privacy Policy and any applicable statement of work, constitute the entire agreement between you and the Company regarding the subject matter of these terms and supersede all prior agreements and understandings, whether written or oral. Our failure to enforce any provision of these terms does not constitute a waiver of that provision or of our right to enforce it in the future.
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, acquisition, or sale of all or part of our business. The section headings in these terms are provided for convenience only and do not affect the interpretation of the provisions they describe.
Contact Information
If you have any questions, concerns, or feedback regarding these Terms of Service, please contact us. You can reach us by email at office@naiyao.autos, by telephone at +1 270 447 1638, or by writing to us at the following address:
Kunming NaiYao Trading Co., Ltd.Room 708, 7th Floor, Hengan Office Building
No. 129 Guofang Road, Wuhua District
Kunming - 650000, China (CN)
We value clear communication and will respond to your inquiry as promptly as possible. For notices required under these terms, we may send you notice by email using the contact information you have provided to us, and you agree that such email notice satisfies any requirement for written notice.