Terms of Service

Last updated: January 15, 2024  |  Effective: January 15, 2024

Contents

  1. Acceptance of Terms
  2. Definitions
  3. Eligibility
  4. Services Description
  5. Client Obligations
  6. Intellectual Property
  7. Confidentiality
  8. Fees and Payment
  9. Limitation of Liability
  10. Indemnification
  11. Warranty Disclaimer
  12. Termination
  13. Dispute Resolution
  14. General Provisions

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and PowerWin, operated by Kunming Tingdan Yu Trading Co., Ltd., with its registered address at No. 8 East Huancheng Road, Unit 1-PL, Tuodong Subdistrict, Panlong District, Kunming 650000, China.

By accessing or using the PowerWin website at www.powerwin.lat, engaging our computer systems design and IT consulting services, or communicating with us through any channel, you agree to be bound by these Terms of Service. If you do not agree to all of these terms, you are expressly prohibited from using our website and services, and you must discontinue use immediately.

These Terms apply to all visitors, users, clients, and others who access or use our website or services. We reserve the right to modify these Terms at any time. Changes will be effective upon posting to this page, and your continued use after any modifications constitutes acceptance of the revised Terms.

2. Definitions

For the purposes of these Terms of Service, the following definitions apply:

PowerWin refers to our company, its brand, website, and all services provided under this name.

Client means any individual or entity that has entered into a service agreement with PowerWin or that accesses our website.

Services means computer systems design, IT infrastructure planning, systems integration, cloud architecture, cybersecurity consulting, technical advisory, and any other professional services described on our website or specified in a statement of work.

Deliverables means all work products, documents, reports, designs, code, configurations, diagrams, and other materials produced by PowerWin in the course of providing Services to the Client.

Confidential Information means any non-public information disclosed by one party to the other, whether orally, in writing, or through any other medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

3. Eligibility

Our website and services are intended for individuals who are at least eighteen years of age and who have the legal capacity to enter into binding contracts. By using our website or services, you represent and warrant that you meet these eligibility requirements.

If you are using our website or services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, the term Client refers to both you personally and the entity you represent, jointly and severally.

4. Services Description

PowerWin provides computer systems design and related professional services within the fields of computer integrated systems design, scientific and technical consulting, and information technology infrastructure planning. Our services encompass, without limitation, the following categories:

The specific scope, deliverables, timeline, and pricing for any engagement will be defined in a separate written statement of work or service agreement signed by both parties. In the event of any inconsistency between these Terms and a signed statement of work, the statement of work shall prevail with respect to the specific engagement it governs.

PowerWin reserves the right to modify, suspend, or discontinue any aspect of our website or services at any time without prior notice. We are not liable for any modification, suspension, or discontinuance.

5. Client Obligations

5.1 Cooperation. The Client agrees to provide PowerWin with timely access to information, personnel, systems, and facilities reasonably necessary for the performance of the Services. Delays caused by the Clients failure to meet these obligations may result in adjusted timelines and additional charges.

5.2 Accurate Information. The Client represents that all information provided to PowerWin is accurate, complete, and not misleading. The Client shall promptly notify PowerWin of any material changes to information previously provided.

5.3 Lawful Use. The Client agrees not to use the PowerWin website, services, or any deliverables for any unlawful purpose or in violation of any applicable local, national, or international law or regulation. Prohibited activities include, but are not limited to, transmitting malware, engaging in unauthorized access, distributing illegal content, and infringing upon the intellectual property rights of others.

5.4 License Compliance. The Client is responsible for maintaining valid licenses for all third-party software, platforms, and tools used in conjunction with the deliverables provided by PowerWin, unless explicitly stated otherwise in a statement of work.

6. Intellectual Property

6.1 Pre-Existing IP. Each party retains all right, title, and interest in and to its pre-existing intellectual property. Materials, tools, libraries, methodologies, frameworks, and know-how owned or developed by PowerWin prior to the engagement, or developed independently during the engagement without use of Client confidential information, remain the exclusive property of PowerWin.

6.2 Deliverables. Upon full payment of all fees due under the applicable statement of work, PowerWin assigns to the Client all right, title, and interest in and to the final deliverables specifically created for the Client under that engagement, subject to PowerWins retention of a non-exclusive, perpetual, irrevocable, royalty-free license to use, modify, and incorporate any underlying methodologies, algorithms, patterns, and reusable components developed during the engagement.

6.3 Website Content. All content displayed on the PowerWin website, including text, graphics, logos, icons, images, audio clips, digital downloads, and software, is the property of PowerWin or its content suppliers and is protected by international copyright and trademark laws. The compilation of all content on this site is the exclusive property of PowerWin.

6.4 Limited License. PowerWin grants you a limited, non-exclusive, non-transferable, revocable license to access and use our website for your personal or internal business purposes. This license does not include any right to reproduce, modify, distribute, sell, or create derivative works of any website content without our express written permission.

7. Confidentiality

7.1 Obligations. Each party agrees to hold the other partys Confidential Information in strict confidence, to use such information only for the purpose of performing obligations or exercising rights under these Terms, and to disclose it only to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

7.2 Exclusions. Confidential Information does not include information that: was already known to the receiving party without restriction at the time of disclosure; is or becomes publicly known through no wrongful act of the receiving party; is rightfully received from a third party without restriction; or is independently developed by the receiving party without use of the disclosing partys Confidential Information.

7.3 Compelled Disclosure. If a party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt notice to the other party so that the other party may seek a protective order or other appropriate remedy.

7.4 Duration. Confidentiality obligations survive the termination of these Terms and any statement of work for a period of five years, or indefinitely with respect to trade secrets.

8. Fees and Payment

8.1 Fee Structure. Fees for PowerWin services are specified in the applicable statement of work and may be structured as fixed-price, time-and-materials, retainer-based, or milestone-based, as mutually agreed upon. All fees are stated in United States Dollars unless otherwise specified in writing.

8.2 Invoicing and Payment Terms. Invoices are due and payable within thirty calendar days of the invoice date unless a different payment schedule is specified in the statement of work. Late payments accrue interest at the rate of one and one-half percent per month, or the maximum rate permitted by applicable law, whichever is lower.

8.3 Taxes. Fees are exclusive of all applicable taxes, duties, and levies. The Client is responsible for paying all sales, use, value-added, withholding, and similar taxes arising from the Services, except for taxes based on PowerWins net income.

8.4 Expenses. The Client shall reimburse PowerWin for reasonable out-of-pocket expenses incurred in connection with the Services, provided such expenses are pre-approved in writing or are within the budget specified in the statement of work.

9. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall PowerWin, its affiliates, directors, officers, employees, agents, or contractors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, goodwill, business interruption, or cost of procurement of substitute services, arising out of or in connection with these Terms, our website, or the Services, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if advised of the possibility of such damages.

PowerWins total aggregate liability for any claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by the Client to PowerWin during the twelve-month period immediately preceding the event giving rise to the claim. This limitation applies regardless of the form of action and shall survive any failure of essential purpose of any limited remedy.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

10. Indemnification

You agree to defend, indemnify, and hold harmless PowerWin, its affiliates, and their respective directors, officers, employees, agents, and contractors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses including reasonable attorneys fees arising from:

PowerWin reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims. You shall not settle any claim that imposes any obligation or liability on PowerWin without our prior written consent.

11. Warranty Disclaimer

The PowerWin website and all services, content, materials, and deliverables are provided on an as is and as available basis, without any representations or warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, PowerWin expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade.

PowerWin does not warrant that the website will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any defects will be corrected. The Client acknowledges that PowerWin makes no guarantee regarding the results, outcomes, or benefits that may be obtained from the use of our services or deliverables.

12. Termination

12.1 Termination by Client. The Client may terminate a statement of work at any time by providing thirty days written notice to PowerWin. The Client shall pay for all Services rendered up to the effective date of termination, plus any non-cancellable expenses incurred or committed by PowerWin in reliance on the engagement.

12.2 Termination by PowerWin. PowerWin may terminate these Terms or any statement of work immediately upon written notice if the Client materially breaches any provision and fails to cure such breach within fifteen days after receiving written notice describing the breach. PowerWin may also suspend or terminate access to the website and services if required to do so by law or if the Client engages in conduct that PowerWin reasonably believes could expose it to liability or harm.

12.3 Effect of Termination. Upon termination, all rights and licenses granted to the Client under these Terms shall immediately cease. The Client shall promptly return or destroy all Confidential Information of PowerWin. Provisions that by their nature should survive termination, including those relating to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution, shall continue in full force and effect.

13. Dispute Resolution

13.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services, the parties shall first attempt to resolve the matter through good faith negotiation. Either party may initiate negotiations by sending a written notice describing the dispute and proposing a resolution.

13.2 Mediation. If the dispute is not resolved within thirty days through negotiation, the parties agree to submit the dispute to mediation administered by a mutually agreed mediation service provider. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.

13.3 Arbitration. If mediation does not resolve the dispute within sixty days, the dispute shall be resolved by binding arbitration administered in accordance with the rules of a recognized international arbitration institution mutually agreed upon by the parties. The arbitration shall be conducted in English. The arbitral award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.4 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Peoples Republic of China, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or the Services.

13.5 Class Action Waiver. All claims must be brought in the parties individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one persons claims and may not otherwise preside over any form of a representative or class proceeding.

14. General Provisions

14.1 Entire Agreement. These Terms, together with any executed statements of work, constitute the entire agreement between you and PowerWin concerning the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

14.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the parties original intent as closely as possible while remaining valid, and the remaining provisions shall continue in full force and effect.

14.3 Waiver. No waiver of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. PowerWins failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

14.4 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without PowerWins prior written consent. PowerWin may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, or shortages of transportation, facilities, fuel, energy, labor, or materials.

14.6 Notices. All notices required or permitted under these Terms shall be in writing and delivered by email to help@powerwin.lat for notices to PowerWin, and to the email address provided by the Client for notices to the Client. Notices sent by email shall be deemed received on the next business day after transmission.

14.7 Relationship of the Parties. PowerWin and the Client are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the others behalf.

14.8 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.