Terms of Service

Agreement to These Terms

By using this website, submitting a contact form, sending an email, or entering into any arrangement for services, you confirm that you have read, understood, and accepted these Terms of Service. If you are using the website on behalf of a company or other organisation, you confirm that you have the authority to bind that organisation, and the terms below apply to the organisation as well as to you personally.

If you do not agree with any part of these terms, you should stop using the website and should not submit an enquiry. These terms supplement, and do not replace, the separate written agreements that we enter into for the delivery of design and integration services. Where a written project agreement exists, its terms take precedence over these terms to the extent of any conflict.

These terms may be updated from time to time, as described in the final sections of this document. Your continued use of the website after an update means that you accept the revised terms. We will indicate the date of the latest revision at the top of this page so that you can see when the terms were last changed.

About Our Services

The company provides computer systems design and computer integrated systems design services, together with related services such as system architecture, integration engineering, automation, data infrastructure, and security and compliance support. These services are developed and operated by the developer GemLight. The services are described in general terms on this website, and the specific scope of any engagement is defined in a written proposal or statement of work.

The services may be delivered remotely or on site, depending on the project and the location of the client. We may use subcontractors and third-party platforms to deliver parts of a project, provided that the same quality and confidentiality standards apply. We will inform you before engaging a subcontractor that requires access to your confidential information.

Nothing on this website constitutes an offer to enter into a contract. Information about services, prices, and timelines is provided for general information and may change without notice. A binding agreement arises only when both parties sign a written proposal or statement of work that describes the deliverables, schedule, and fees.

Eligibility and Website Use

This website and its services are intended for businesses and professional users. By using the website you confirm that you are at least 18 years old and that you have the legal capacity to enter into a binding agreement. If you are below this age, please ask a parent or guardian to review these terms on your behalf.

You agree to use the website lawfully and in a way that does not damage, disable, or interfere with its operation. You must not attempt to gain unauthorised access to the website, its servers, or its data. You must not use automated tools to scrape, harvest, or copy content from the website beyond what is reasonable for private review.

The content on this website, including text, graphics, and descriptions of services, is provided for informational purposes. While we work to keep the content accurate and current, the website is provided as is and we do not guarantee that every statement on the website is complete, error free, or up to date.

Quotations and Project Scope

Every project begins with a discovery phase. During this phase we review your requirements, current systems, and constraints, and we prepare a written proposal. The proposal describes the deliverables, the assumptions, the timeline, and the fee. A proposal is valid for the period stated in it, and it may be withdrawn or revised if the circumstances change before acceptance.

Once a proposal is accepted in writing, it becomes a statement of work. The statement of work defines the scope precisely so that both parties share the same expectations. Work outside the agreed scope is treated as a change request. Change requests are priced separately and implemented only after the client approves the revised fee and schedule in writing.

If a project depends on information, decisions, or access that the client must provide, the timeline starts when the client supplies the necessary items. Delays caused by missing client input extend the schedule accordingly and do not constitute a breach by us.

Client Obligations

For us to deliver high-quality results, the client must provide accurate and timely information. This includes a clear description of the business requirements, access to the systems that are part of the project, and decisions from the relevant stakeholders when they are needed.

The client must ensure that it has the right to provide any content, data, and materials that it shares with us for the project. The client must also ensure that its own data complies with applicable law, including data protection law, and that it holds any permissions needed to process personal data in connection with the project.

The client agrees to appoint a single point of contact who can answer questions and approve deliverables. This keeps the project moving at a steady pace and reduces the risk of misunderstandings. Where the client is unable to provide access or information within a reasonable time, we will raise the matter in writing and the schedule will be adjusted accordingly.

Fees and Payment

Fees are set out in the written proposal or statement of work. Unless the proposal states otherwise, fees are quoted in the currency agreed in the proposal and are exclusive of any applicable taxes. Taxes are added at the rate in force at the time of invoicing.

Payment terms are stated in the proposal and on each invoice. Where a deposit is required, the project work begins only after the deposit is received. Where payment is split into milestones, each milestone is billed when the corresponding deliverable is accepted or when the milestone is reached, whichever the proposal states. Unless agreed otherwise, invoices are payable within 30 days of the invoice date.

Late payments may be subject to interest at the rate permitted by law, and we may suspend work on unpaid accounts after giving written notice. Work that is suspended for non-payment is not a breach by us, and the schedule is extended by the period of suspension. If the client disputes an invoice, the client must notify us in writing within 15 days of the invoice date, and both parties will work together to resolve the dispute promptly.

Intellectual Property

The website and all of its content, including text, design, graphics, and branding, are owned by the company or by the developer GemLight and are protected by copyright and other intellectual property laws. You may view and print pages for your own legitimate business purposes, but you must not copy, republish, or redistribute the content without our written permission.

For work delivered under a project agreement, ownership is allocated as follows. Upon full payment, the client receives a perpetual, royalty-free licence to use the deliverables created specifically for the client under the statement of work, for the purposes stated in that document. The client does not acquire ownership of our underlying tools, libraries, frameworks, or methodologies, which remain our property.

We may reuse knowledge, techniques, and components that do not contain the client confidential information or the client identifiable deliverables, so that each project benefits from the experience of previous work. We may also reference completed projects in our portfolio after receiving written permission from the client.

Confidential Information

Both parties may share confidential information during the course of a project. Confidential information includes business plans, technical designs, customer data, financial data, and any information that is marked as confidential or would reasonably be understood to be confidential.

Each party agrees to keep the other confidential information secret, to use it only for the purpose of the project, and to disclose it only to the people who need to know it to perform their duties. Confidential information is protected for the duration of the project and for a period of five years afterwards, or for as long as the information remains confidential, whichever is longer.

Confidential information does not include information that is already public, that becomes public through no fault of the receiving party, that was already known to the receiving party before disclosure, or that must be disclosed to comply with the law. When disclosure is required by law, the receiving party will give the other party notice where it is lawful to do so.

Acceptable Use

You agree not to use the website or our services for any unlawful purpose, or in any way that could harm the company, its clients, or third parties. This includes the transmission of malware, phishing attempts, spam, or any material that is defamatory, fraudulent, or infringing.

You agree not to attempt to break the security of the website, our systems, or any system that we operate for clients, unless a penetration test has been specifically agreed in writing. You also agree not to interfere with the work of other users or to access systems or data without authorisation.

We monitor our systems for unusual activity and may suspend access where we reasonably believe that the website is being misused. Any breach of this section may result in the termination of an agreement and may be reported to the relevant authorities.

Third-Party Services

Projects often involve the use of third-party platforms and services, such as cloud providers, software-as-a-service products, and external APIs. These third parties are governed by their own terms and conditions, which the client accepts when it subscribes to or uses the third-party service.

We configure and integrate third-party services on behalf of the client, but we do not control the availability, pricing, or functionality of those services. Where a third-party service changes its terms or becomes unavailable, we will work with the client to adapt the integration, and the impact on the project will be handled as a change request where it is outside the agreed scope.

Links to third-party websites on our website are provided for convenience only. We do not endorse and are not responsible for the content, security, or privacy practices of third-party websites. You visit third-party websites at your own discretion.

Warranties and Disclaimers

We warrant that the services will be delivered with reasonable skill and care, and that deliverables will conform to the specification in the statement of work at the time of delivery. This warranty covers a period of 90 days from delivery, during which we will correct, at no cost to the client, any defect that is reported and reproduced.

To the fullest extent permitted by law, the website and all content on it are provided as is and as available, without warranties of any kind, whether express or implied. We do not warrant that the website will be uninterrupted, error free, or free of harmful components, or that the results of using the website will meet your expectations.

The services we deliver operate in environments that we do not fully control, including networks, hosting platforms, and third-party services. For this reason, our warranty covers the work we perform rather than the behaviour of components outside our control. Where a defect arises from a third-party component, we will assist the client in reporting and resolving the issue, and any additional work will be agreed separately.

Limitation of Liability

To the fullest extent permitted by law, the company and the developer GemLight will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the website or the services. This includes loss of profits, loss of revenue, loss of data, business interruption, and damage to reputation, even if we were advised of the possibility of such damages.

Our total liability under or in connection with these terms, whether in contract, tort, or otherwise, is limited to the total amount paid by the client for the services to which the claim relates during the 12 months before the event that gave rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain liabilities. Where that applies, the exclusions and limitations in this section apply to the fullest extent permitted by the law of your jurisdiction. Nothing in these terms limits liability that cannot lawfully be limited, such as liability for fraud or for death or injury caused by negligence.

Indemnification

You agree to indemnify and hold harmless the company and the developer GemLight, together with their officers, employees, and contractors, from and against any claims, losses, damages, liabilities, and expenses that arise out of or in connection with your use of the website, your breach of these terms, or your violation of any law or the rights of a third party.

If a claim is made against us that is covered by this indemnity, we will notify you in writing and give you the opportunity to control the defence, provided that you keep us informed and do not admit liability on our behalf without our written consent. We may participate in the defence with our own counsel at our own expense.

This indemnity continues to apply after the termination of your agreement with us, in respect of events that happened while the agreement was in force.

Termination

Either party may terminate an agreement for services with written notice if the other party commits a material breach that is not remedied within 30 days of written notice describing the breach. Either party may also terminate the agreement immediately with written notice if the other party becomes insolvent, enters into liquidation, or is unable to pay its debts as they fall due.

The client may terminate an agreement for convenience with 30 days written notice. In that case, the client pays for all work completed up to the date of termination, including time and materials spent, and receives the deliverables produced up to that date. Any deposit that has not been earned is returned.

On termination, each party returns or destroys the confidential information of the other party, except for copies that must be retained to comply with the law. The provisions of these terms that are intended to survive termination, including the sections on intellectual property, confidentiality, limitation of liability, and indemnification, continue to apply.

Suspension of Services

We may suspend services with written notice where the client fails to pay an invoice that is more than 30 days overdue, where the client fails to provide required access or information, or where the continued provision of services would risk the security or integrity of our systems or those of other clients.

During a suspension, we will preserve the deliverables and data produced so far and will protect the client confidential information in accordance with these terms. The client remains responsible for fees that accrue while the services are suspended, unless the suspension was caused by our own breach.

If a suspension lasts more than 30 days and the cause is not remedied, we may terminate the agreement under the termination provisions above. We will always give written notice before any suspension so that the client has the opportunity to resolve the issue.

Governing Law and Disputes

These terms and any agreement under them are governed by the laws of the People Republic of China, without regard to its conflict of law principles. The company is registered in China, and the services are developed and operated from China by the developer GemLight.

Before any formal dispute is started, both parties will attempt to resolve the matter through good faith negotiation. If the dispute is not resolved within 30 days of the initial written notice, either party may refer the matter to mediation by a mutually agreed mediator, with the costs of mediation shared equally.

If negotiation and mediation do not resolve the dispute, the parties submit to the exclusive jurisdiction of the courts located in Suizhou, China, for any legal proceedings arising out of or in connection with these terms. Nothing in this section prevents either party from seeking urgent injunctive relief where necessary to protect its rights.

Changes to These Terms

We may revise these Terms of Service from time to time to reflect changes in our services, our business, or the law. When we make material changes, we will update the effective date at the top of this page and, where practical, notify registered contacts by email.

Revised terms apply to new activity from the date they are published. For work under an existing agreement, the terms of that agreement apply unless the agreement is amended in writing. Continued use of the website after revised terms are published means that you accept the revised terms for website use.

We keep a record of earlier versions of these terms so that we can respond to questions about the terms that applied at a particular time. If you have a question about a previous version, please quote the effective date in your message.

Contact Information

If you have any questions about these Terms of Service, please contact us through any of the channels below. We will respond to your enquiry within one business day.

Company: Suizhou Yudeng E-Commerce Co., Ltd.

Address: No. 205 Jiaotong Avenue, Dongcheng, Zengdu District, Suizhou - 441300, China

Email: team@gemlight.mom

Phone: +13855522318

Website: https://www.gemlight.mom

Thank you for reading these terms. We look forward to helping you design, integrate, and operate systems that serve your business well.