Introduction and acceptance
These Terms of Service govern your use of the FaShen website and the computer systems design, computer integrated systems design, engineering, and related services provided by Nanchong Fa Shen Zhen E-commerce Co., Ltd. The company is registered in China with its place of business at Rm 14, 2/F, Building 1, No. 376 Jinyuling Road, Shunqing District, Nanchong - 637000, China (CN). The brand under which these services are developed and operated is FaShen.
By accessing our website, submitting an enquiry, or entering into an agreement with us, you confirm that you have read, understood, and agree to be bound by these terms. If you accept these terms on behalf of a company or another legal entity, you represent that you have the authority to bind that entity. If you do not agree with any part of these terms, please do not use our website or our services.
These terms work together with any separate agreement, statement of work, or proposal we sign for a specific project. Where a signed agreement differs from these terms, the signed agreement takes precedence for the matter it covers. In all other respects, these terms apply in full.
The services we provide
FaShen provides professional services in the field of computer systems design and computer integrated systems design. Our services include systems architecture and design, platform engineering, data services, integration engineering, security engineering, and managed support. The exact scope of each engagement is described in the proposal or statement of work that we agree with you before work begins.
We may adjust the way we deliver services, including the tools, methods, and personnel we use, provided that the change does not materially reduce the quality or scope of what we have agreed to deliver. We will inform you of any material change in advance. Our services are provided on a professional basis, and we will perform them with reasonable skill, care, and diligence.
Nothing in these terms obliges us to provide services that have not been agreed in writing. Work outside the agreed scope, such as additional feature requests, new environments, or unscheduled emergency support, will be handled under a change request and may be subject to additional fees, which we will confirm with you before proceeding.
Eligibility
You must be at least eighteen years old and legally capable of entering into binding contracts to use our services. If you are a business, you confirm that you are duly organised and validly existing under the laws of the place where you are registered, and that the person accepting these terms on your behalf has the authority to do so.
You confirm that the information you provide to us, including your legal name, business name, contact details, and billing information, is accurate and complete. You agree to keep that information up to date and to inform us promptly of any changes that could affect our ability to deliver services or to invoice you correctly.
We reserve the right to decline service to any person or organisation, or to refuse a particular engagement, where we have a lawful reason to do so. We will not discriminate on grounds prohibited by law, and any refusal will be based on a genuine business reason such as a conflict of interest, a capacity limit, or a legal restriction.
Proposals and engagements
When you request a proposal, we prepare a written document that describes the scope of work, the deliverables, the timeline, and the estimated fees. A proposal is an invitation to engage, not a binding contract in itself. Work begins only after both parties sign the proposal or a separate statement of work, or after we receive your written acceptance of the proposed terms.
Each engagement begins with a discovery phase in which we review your current systems and requirements. The information gathered during discovery may lead to refinements of the scope, timeline, or fees. Where a material change is identified, we will present a revised proposal for your approval before we continue.
Deliverables and milestones described in a proposal are estimates based on the information available at the time. We will use reasonable efforts to meet them, but actual progress may vary depending on factors outside our control, including the speed of your feedback, the availability of your systems, and the cooperation of third parties. Neither party is bound by an estimate as a guarantee.
Client responsibilities
You agree to cooperate with us throughout the engagement. This includes providing timely access to your systems, data, documentation, and staff, and responding to our questions and review requests without unreasonable delay. Delays caused by missing or incomplete cooperation may extend the timeline and may, where significant, be treated as a change in scope.
You are responsible for ensuring that you have the right to authorise work on the systems and data you ask us to handle. You confirm that any third-party software, data, or infrastructure you provide is obtained lawfully and that its use in our services does not infringe the rights of any person.
You agree to designate a single point of contact with the authority to make decisions on your behalf. This helps us avoid conflicting instructions and keeps the project moving. Where a decision is required from your team, we will request it clearly, and we will record your instructions so that both parties share the same understanding.
Fees and payment
Fees for our services are set out in the proposal, statement of work, or signed agreement that governs the engagement. Unless otherwise agreed, fees are quoted in the currency stated in the proposal and exclude applicable taxes, which will be added where required by law. Expenses such as travel, third-party software licences, and infrastructure costs are billed at cost unless the proposal says otherwise.
Invoices are payable within thirty days of the invoice date, unless a different payment schedule is agreed in writing. Late payments may accrue interest at the rate permitted by applicable law, and we may suspend work or delivery if an invoice remains unpaid beyond the agreed terms. We will give you reasonable notice before any suspension takes effect.
If the scope of work changes, we will provide a written estimate of the additional fees before proceeding. No additional charge will apply to work that we begin without your approval. This protects both parties by ensuring that cost is agreed before effort is spent.
Intellectual property rights
All rights in the tools, methods, frameworks, libraries, templates, and pre-existing materials that we use to deliver our services remain our property or the property of their respective owners. This includes our internal engineering practices, internal tooling, and reusable components that existed before the engagement or were developed independently of it.
Deliverables that are created specifically for you under a signed engagement, such as architecture documents, code, configuration, and reports, are owned by you once we have received full payment for the work to which they relate. We grant you a perpetual, irrevocable licence to use those deliverables for your own business purposes.
We retain the right to use the skills, knowledge, and experience we gain during the engagement for other clients, provided that we do not disclose your confidential information or copy your unique deliverables for others. Nothing in these terms transfers to you any right to our trademarks, brand, or other proprietary marks.
License to client content
To provide our services, we need to process content and data that you share with us. You grant us a limited, non-exclusive, royalty-free licence to use your content and data for the sole purpose of delivering the services we have agreed to provide. This licence lasts only as long as it is needed for the engagement and any lawful follow-up obligations.
You retain all ownership rights in your content and data. We do not acquire ownership of your data, and we do not use it for our own commercial purposes. When the engagement ends, we will return or delete your content and data in line with our agreements and any legal retention requirements.
You confirm that you have all necessary rights and permissions in the content and data you provide, including any personal data, and that our use of that material in the delivery of the agreed services does not violate any law or the rights of any third party.
Third-party services and content
Our work may involve, or make reference to, services and content provided by third parties, including cloud providers, software vendors, hosting platforms, and open-source libraries. Those third parties have their own terms and policies, which you may be required to accept directly. We will point out applicable third-party terms where we are aware of them.
We do not control, and are not responsible for, the availability, security, or behaviour of third-party services. Where a third-party service is required for a deliverable to function, you are responsible for maintaining your account with that provider and for complying with its terms. We will do our best to design around provider limitations, but we cannot guarantee the performance of services we do not operate.
Open-source and third-party components included in our deliverables may carry their own licence terms. We will disclose material third-party components in the project documentation, and you are responsible for complying with the licences that apply to them. This does not affect the ownership of the work we create for you.
Confidentiality
Each party may receive information from the other that is confidential, including business plans, financial data, technical designs, source code, and the terms of the engagement itself. Both parties agree to keep such information confidential and to use it only for the purpose of the engagement. This obligation continues after the engagement ends.
Confidential information does not include information that is publicly available through no breach of this section, that was known to the receiving party before disclosure, that is independently developed without use of the disclosed information, or that must be disclosed to comply with law. We may also disclose your information to our sub-contractors and advisers who need it to perform their work and who are bound by similar duties.
On request, each party will return or destroy confidential information received from the other, except for copies that must be kept to comply with law or to support ongoing obligations. We take the duty of confidentiality seriously and will protect your information with the same care we apply to our own.
Acceptable use
You agree to use our website and our services in a lawful manner. You will not use them to transmit unlawful material, to attempt to gain unauthorised access to any system, to disrupt our services, or to violate the rights of any person. You will not use our services in a way that would place us in breach of the law.
You will not misrepresent your identity, submit false information, or attempt to interfere with the operation of our website. You will not scrape our site, reverse engineer our systems, or use automated tools in a way that damages or burdens our infrastructure without our consent.
We may monitor use of our website and services to protect their security and integrity. If we detect activity that breaches these terms, we may suspend the relevant use while we investigate. We will act reasonably and will give you an opportunity to respond where it is practical to do so.
Warranties and disclaimer
We warrant that our services will be performed with reasonable skill and care, that our team holds the professional competence it represents, and that our deliverables will materially conform to the agreed specification. If a deliverable fails to conform, we will correct it promptly at no additional cost, provided you notify us within a reasonable time after you become aware of the issue.
To the maximum extent permitted by law, all other warranties are excluded. We do not warrant that our services will be error-free, that the systems we build will never fail, or that they will meet requirements that are not set out in the agreed specification. We also do not warrant that the operation of third-party services on which your systems depend will be uninterrupted.
Because every engagement depends on information you provide, we do not warrant that our recommendations will be suitable if your information is incomplete, inaccurate, or changes after the work is performed. This disclaimer does not limit any warranty that cannot be excluded under applicable law.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, or consequential damages, including loss of profits, loss of revenue, loss of data, or loss of goodwill, even if that party has been advised of the possibility of such damages. This applies regardless of the legal basis of the claim.
Except where liability cannot be limited by law, the total liability of each party for all claims arising out of or relating to an engagement will not exceed the total fees paid or payable by you under that engagement during the twelve months preceding the event giving rise to the claim. This cap does not apply to liability arising from fraud, wilful misconduct, or gross negligence.
Nothing in these terms limits or excludes liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence. The limitations in this section are intended to apply as a whole, so that if any part is held invalid, the remainder continues in effect to the fullest extent permitted.
Indemnification
You agree to indemnify and hold FaShen harmless from claims, damages, losses, and reasonable costs arising out of your breach of these terms, your misuse of our services, or your violation of the rights of any third party. This includes claims arising from content or data you provide to us.
Where we believe that a deliverable we create for you may infringe the intellectual property rights of a third party, we may, at our option, modify the deliverable so that it no longer infringes, obtain a licence for you to use it, or, if neither is practicable, provide a refund for the affected portion and require you to stop using it. This section states the entire obligation of FaShen with respect to claims of infringement.
If you are entitled to claim under this section, you must notify us promptly, allow us to control the defence, and cooperate with us at our reasonable request. A party seeking to be indemnified must not settle a claim without the prior written consent of the indemnifying party.
Termination
Either party may terminate an engagement on written notice if the other party commits a material breach of the agreement and fails to remedy it within thirty days of receiving notice of the breach. Either party may also terminate immediately if the other party becomes insolvent, enters liquidation, or is unable to pay its debts as they fall due.
You may terminate an engagement for convenience by giving us notice in accordance with the terms of the signed agreement. In that case, you will pay for all work performed and all costs properly incurred up to the effective date of termination. Similarly, we may terminate for convenience only where the signed agreement gives us that right, and we will give you reasonable notice.
Upon termination, each party will return or destroy the other confidential information and any deliverables that have not been paid for will be released only once outstanding fees are settled. Sections that by their nature should survive termination, including those on intellectual property, confidentiality, limitation of liability, and indemnification, will continue in force.
Suspension of services
We may suspend delivery of services, in whole or in part, where payment is overdue, where your use of the services creates a risk to our systems or to third parties, or where we are required to do so by law. Before suspending, we will give you reasonable notice unless the circumstances make that unsafe or unlawful.
During a suspension, we will take reasonable steps to protect your data and to keep the impact to a minimum. Suspension does not terminate the engagement, and fees for services that have been performed remain due. A suspension that lasts beyond the period allowed by the signed agreement may be treated as a termination by either party.
Where we suspend services because of a risk to security, we will restore service as soon as the risk is resolved and will keep you informed throughout. We will document the reason for the suspension so that the outcome is transparent and any dispute can be resolved fairly.
Governing law and disputes
These terms are governed by the laws of the People Republic of China, without regard to its conflict of law rules. Any dispute arising out of or relating to these terms or to our services will be subject to the exclusive jurisdiction of the competent courts of the place where our company is registered, unless applicable law requires otherwise.
Before commencing legal proceedings, both parties will make a good-faith effort to resolve the dispute through negotiation. If the dispute is not resolved within thirty days, either party may proceed with the remedies available to it. Nothing in this section prevents either party from seeking urgent injunctive relief to protect its rights.
If any provision of these terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it enforceable while preserving the parties intent.
Changes to these terms
We may update these Terms of Service from time to time to reflect changes in our services, our business, or the law. When we make a material change, we will revise the effective date at the top of this page and publish the updated terms on this website. Where we have your contact details, we may also notify you directly.
Changes to these terms apply to any use of the website and any new engagement from the date they are published. For engagements already in progress, the terms in effect when the engagement was signed will continue to apply unless both parties agree in writing to adopt the new terms.
We encourage you to review these terms periodically. Your continued use of the website after a change takes effect means that you accept the updated terms. If you do not agree with a change, you should stop using the website and discuss any affected engagement with us.
Contact information
If you have any question about these Terms of Service or about an engagement, please contact us. Our contact person is Jing Yixin. You can reach us by email at connect@fashen.lol or by telephone at +15759406805.
You may also write to us at our registered office: Nanchong Fa Shen Zhen E-commerce Co., Ltd., Rm 14, 2/F, Building 1, No. 376 Jinyuling Road, Shunqing District, Nanchong - 637000, China (CN).
We aim to respond to all enquiries within one business day. If a matter needs more time to resolve, we will tell you when you can expect a full answer. Clear and honest communication is part of the service we provide, and we treat every message with attention.