Introduction and Acceptance
These Terms of Service (the Terms or Agreement) are entered into by and between you (the Client, you, or your) and ZhiJiang BingQue Trading Co., Ltd., a company duly organized and existing under the laws of the People’s Republic of China, with its registered office at Unit 2, No. 56, Group 1, Caodian Village, Dongshi Town, Zhijiang, Yichang, Hubei 443000, China (BingQue, we, us, or our). These Terms govern your access to and use of our website located at https://www.bingque.buzz, any subdomains thereof, and all related services, platforms, tools, and professional offerings provided by BingQue (collectively, the Services).
By accessing the website, submitting an inquiry, requesting a consultation, entering into a service agreement, or otherwise using any BingQue Service, you acknowledge that you have read, understood, and agree to be legally bound by these Terms in their entirety. If you do not agree to all of these Terms, you must not access the website or use any Services. Your continued use of the website or Services following any modification to these Terms constitutes your acceptance of the modified Terms.
These Terms apply to all visitors, users, and clients, including without limitation any individual, company, organization, or other legal entity that accesses or uses the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
Definitions
For the purposes of these Terms, the following definitions apply. Capitalized terms not defined in this section shall have the meanings ascribed to them elsewhere in this Agreement.
Client means any individual, company, organization, or legal entity that accesses the website or engages BingQue for Services.
Client Content means all data, information, documents, materials, software code, system configurations, business processes, trade secrets, and other content provided by or on behalf of the Client to BingQue in connection with the Services.
Confidential Information means all non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Deliverables means all work product, reports, designs, code, documentation, configurations, architectures, and other materials created by BingQue for the Client in the course of providing Services.
Intellectual Property Rights means all intellectual property rights of any kind, including patents, copyrights, trademarks, trade secrets, know-how, database rights, design rights, and all applications and registrations thereof.
Services means the computer systems design and related services provided by BingQue, including systems architecture, cloud infrastructure engineering, data engineering and analytics, cybersecurity assessment and implementation, AI and machine learning integration, digital transformation consulting, and any other professional services agreed upon in writing between the parties.
Statement of Work or SOW means a written document executed by both parties that describes the specific Services to be performed, Deliverables to be produced, timelines, fees, and any other project-specific terms.
Description of Services
BingQue provides professional computer systems design and related services. Our core service categories include, but are not limited to, the following.
Systems Architecture and Design: Analysis, planning, and architectural design of enterprise computer systems, including distributed systems, microservices architectures, legacy system modernization, and technology stack selection and integration.
Cloud Infrastructure Engineering: Design, deployment, migration, and optimization of cloud infrastructure on platforms including Amazon Web Services (AWS), Microsoft Azure, and Google Cloud Platform (GCP), utilizing infrastructure-as-code methodologies and automated provisioning.
Data Engineering and Analytics: Design and implementation of data pipelines, data warehousing solutions, real-time analytics systems, business intelligence platforms, and data governance frameworks.
Cybersecurity: Security architecture assessment and design, vulnerability analysis, compliance framework implementation, security operations guidance, and incident response planning.
AI and Machine Learning Integration: Strategy development, model selection and deployment, MLOps pipeline construction, and integration of AI capabilities into existing business processes and applications.
Digital Transformation Consulting: Strategic advisory services including technology roadmapping, organizational readiness assessment, vendor evaluation, and change management planning.
The specific scope, deliverables, timeline, and fees for any engagement shall be defined in a mutually executed Statement of Work or service agreement. BingQue reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, provided that such modification shall not materially affect ongoing engagements governed by an active SOW.
Eligibility
By using the Services, you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract. If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms.
The Services are intended for business and professional use. We do not knowingly provide Services to individuals under the age of eighteen (18). If we become aware that we have provided Services to an individual under eighteen without proper authorization, we will take steps to terminate such Services in accordance with applicable law.
You further represent and warrant that your use of the Services will comply with all applicable laws, regulations, and industry standards, including export control laws, data protection laws, and intellectual property laws. You are solely responsible for ensuring that your use of the Services does not violate any laws applicable to you or your organization.
Client Obligations and Responsibilities
To enable BingQue to effectively deliver the Services, the Client agrees to fulfill the following obligations throughout the term of the engagement.
Cooperation and Access: The Client shall provide reasonable cooperation, access to relevant personnel, and timely responses to BingQue’s inquiries. The Client shall grant BingQue access to systems, data, documentation, and facilities as reasonably necessary for the performance of the Services, subject to appropriate security and confidentiality measures.
Accurate Information: The Client shall provide accurate, complete, and current information as required for the delivery of Services. BingQue relies on the accuracy of information provided by the Client and shall not be responsible for errors or delays resulting from inaccurate or incomplete Client-provided information.
Compliance with Laws: The Client is responsible for ensuring that its use of the Services and any Deliverables complies with all applicable laws, regulations, and industry standards, including data protection laws, export controls, and intellectual property laws.
Security Responsibilities: The Client is responsible for maintaining the security of its own systems, credentials, and access controls. The Client shall promptly notify BingQue of any security incidents or unauthorized access that may affect the Services.
Timely Review and Approval: The Client shall review and provide feedback on Deliverables within the timeframes specified in the applicable SOW. Delays in Client review or approval may result in corresponding delays to project timelines for which BingQue shall not be held responsible.
Intellectual Property Rights
6.1 Pre-Existing Intellectual Property
Each party retains all right, title, and interest in and to its pre-existing Intellectual Property Rights. Any materials, tools, frameworks, methodologies, software code, libraries, templates, or documentation owned or developed by BingQue prior to or independently of the engagement (BingQue Background IP) shall remain the exclusive property of BingQue.
6.2 Client Content
The Client retains all right, title, and interest in and to the Client Content. The Client grants BingQue a limited, non-exclusive, royalty-free license to use, reproduce, and modify the Client Content solely as necessary to perform the Services and produce the Deliverables.
6.3 Deliverables
Unless otherwise agreed in writing in the applicable SOW, upon full payment of all fees due for the relevant Services, BingQue grants the Client a perpetual, irrevocable, non-exclusive, worldwide, non-transferable license to use the Deliverables for the Client’s internal business purposes. BingQue retains ownership of all underlying methodologies, tools, know-how, and BingQue Background IP incorporated into the Deliverables.
6.4 Moral Rights and Attribution
BingQue reserves the right to include a non-intrusive attribution statement in Deliverables, subject to reasonable Client approval. BingQue may reference the engagement and use the Client’s name and logo in BingQue’s portfolio, website, and marketing materials, unless the Client expressly objects in writing.
Confidentiality
Each party (the Receiving Party) agrees to hold in strict confidence all Confidential Information disclosed by the other party (the Disclosing Party). The Receiving Party shall use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement and shall not disclose such Confidential Information to any third party without the Disclosing Party’s prior written consent.
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was already in the Receiving Party’s possession without obligation of confidentiality at the time of disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
The confidentiality obligations under this section shall survive the termination of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets and any information for which perpetual protection is required by applicable law.
If the Receiving Party is required by law, court order, or governmental authority to disclose any Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy.
Payment Terms
8.1 Fees and Expenses
The fees for Services shall be as specified in the applicable SOW, proposal, or invoice. Unless otherwise stated, all fees are quoted and payable in United States Dollars (USD). The Client is responsible for all applicable taxes, duties, and levies associated with the Services, excluding taxes based on BingQue’s net income.
8.2 Invoicing and Payment
BingQue shall invoice the Client according to the payment schedule set forth in the applicable SOW. Unless otherwise agreed, invoices are payable within thirty (30) calendar days of the invoice date. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.
8.3 Expenses
The Client shall reimburse BingQue for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, software licenses, and third-party service fees where such expenses have been authorized by the Client in advance.
8.4 Suspension for Non-Payment
If any invoice remains unpaid for more than fifteen (15) calendar days past its due date, BingQue reserves the right, upon five (5) business days’ written notice, to suspend the provision of Services until all outstanding amounts are paid in full. Suspension of Services does not relieve the Client of its obligation to pay all fees accrued prior to suspension.
Limitation of Liability
To the fullest extent permitted by applicable law, and subject to the exceptions set forth below, BingQue’s total aggregate liability to the Client for all claims arising out of or relating to this Agreement or the Services, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of fees actually paid by the Client to BingQue during the twelve (12) months immediately preceding the event giving rise to the claim.
In no event shall BingQue be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business opportunity, loss of data, business interruption, or damage to reputation, regardless of the theory of liability and even if BingQue has been advised of the possibility of such damages.
The limitations of liability set forth in this section shall not apply to: (a) BingQue’s gross negligence or willful misconduct; (b) BingQue’s breach of its confidentiality obligations under Section 7; (c) BingQue’s infringement or misappropriation of the Client’s Intellectual Property Rights; or (d) any liability that cannot be excluded or limited by applicable law.
The parties acknowledge that the fees agreed upon reflect the allocation of risk set forth in this section and that BingQue would not enter into this Agreement without these limitations on its liability.
Indemnification
The Client agrees to indemnify, defend, and hold harmless BingQue and its officers, directors, employees, agents, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Client’s use of the Services or Deliverables in violation of this Agreement or applicable law; (b) any claim that the Client Content infringes, misappropriates, or violates the Intellectual Property Rights or other rights of any third party; (c) the Client’s breach of its obligations under Section 5 (Client Obligations) or Section 7 (Confidentiality); or (d) the Client’s gross negligence or willful misconduct.
BingQue agrees to indemnify, defend, and hold harmless the Client from and against any third-party claim that the Deliverables (excluding Client Content) infringe any third-party Intellectual Property Rights, provided that the Client: (i) promptly notifies BingQue in writing of the claim; (ii) grants BingQue sole control of the defense and settlement of the claim; and (iii) provides BingQue with reasonable assistance and cooperation in the defense.
If any Deliverable is found to infringe third-party Intellectual Property Rights, or if BingQue reasonably believes such infringement is likely, BingQue may, at its option and expense: (a) procure for the Client the right to continue using the Deliverable; (b) modify the Deliverable to make it non-infringing while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the relevant portion of the Services and refund a pro-rata portion of the fees paid for the infringing Deliverable.
Termination
11.1 Termination for Convenience
Either party may terminate this Agreement or any individual SOW for any reason by providing the other party with thirty (30) calendar days’ written notice. In the event of termination for convenience by the Client, the Client shall pay BingQue for all Services performed through the effective date of termination, plus any non-cancellable expenses incurred or committed prior to the termination notice.
11.2 Termination for Cause
Either party may terminate this Agreement or any individual SOW immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) calendar days after receiving written notice describing the breach in reasonable detail.
11.3 Effect of Termination
Upon termination of this Agreement for any reason: (a) BingQue shall cease performing the Services; (b) the Client shall pay all outstanding fees and expenses accrued through the termination date; (c) each party shall return or destroy all Confidential Information of the other party upon request; and (d) the provisions of this Agreement that by their nature should survive termination shall continue in full force and effect, including Sections 6, 7, 9, 10, 14, and 15.
Warranties and Disclaimers
12.1 Mutual Warranties
Each party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement and perform its obligations; (b) its execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) it shall comply with all applicable laws and regulations in performing its obligations under this Agreement.
12.2 BingQue Service Warranty
BingQue warrants that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If the Client believes that any Services fail to meet this warranty, the Client must notify BingQue in writing within thirty (30) calendar days of the delivery of the relevant Services. As the Client’s sole and exclusive remedy, BingQue will re-perform the non-conforming Services at no additional charge.
12.3 Disclaimer
Except as expressly set forth in this Agreement, BingQue provides the Services and Deliverables on an AS IS and AS AVAILABLE basis, without any warranties of any kind, whether express, implied, statutory, or otherwise. BingQue expressly disclaims all implied warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
BingQue does not warrant that the Services or Deliverables will be uninterrupted, error-free, or completely secure; that any defects or errors will be corrected; or that the Services or Deliverables will meet all of the Client’s requirements. The Client acknowledges that technology consulting involves inherent risks and uncertainties, and BingQue cannot guarantee specific business outcomes, revenue increases, or cost savings as a result of the Services.
No advice, information, or communication, whether oral or written, obtained from BingQue or through the Services shall create any warranty not expressly stated in this Agreement.
Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) if such delay or failure results from circumstances beyond the party’s reasonable control, including without limitation: acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, public health emergencies, acts of war, terrorism, civil unrest, riots, government orders, laws or regulations, embargoes, labor strikes or disputes, utility failures, internet or telecommunications outages, denial-of-service attacks, or failures of third-party service providers (each, a Force Majeure Event).
The party affected by a Force Majeure Event shall: (a) promptly notify the other party in writing of the nature and expected duration of the Force Majeure Event; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable; and (c) keep the other party informed of developments relating to the Force Majeure Event.
If a Force Majeure Event continues for a period of thirty (30) calendar days or more, either party may terminate the affected SOW or portion of the Services upon written notice, without liability except for payment for Services already performed.
Governing Law
This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the People’s Republic of China, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.
The parties acknowledge that the Services provided by BingQue may be accessed and utilized by Clients located in jurisdictions around the world. Each party shall comply with all applicable local, national, and international laws and regulations in connection with its performance under this Agreement.
Dispute Resolution
15.1 Informal Resolution
The parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof (a Dispute), through good-faith informal negotiations. The party raising a Dispute shall provide written notice to the other party describing the nature of the Dispute and the desired resolution. Both parties shall designate a representative with authority to resolve the Dispute, and those representatives shall meet (in person or via teleconference) within fifteen (15) business days of the notice to attempt resolution.
15.2 Mediation
If the Dispute is not resolved through informal negotiations within thirty (30) calendar days, either party may refer the Dispute to mediation administered by a mutually agreed-upon mediation institution. The mediation shall be conducted in the English language. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.
15.3 Arbitration
If the Dispute is not resolved through mediation within sixty (60) calendar days of the referral to mediation, the Dispute shall be finally resolved by binding arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules in effect at the time of the arbitration. The arbitration shall be conducted in English, with the seat of arbitration in Shanghai, China. The arbitration tribunal shall consist of one (1) arbitrator mutually agreed upon by the parties or, failing agreement, appointed by CIETAC.
The arbitration award shall be final and binding on both parties, and judgment upon the award may be entered in any court having jurisdiction. Each party shall bear its own costs of arbitration, including attorneys’ fees, unless otherwise awarded by the arbitrator. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm.
Changes to These Terms
BingQue reserves the right to modify, amend, or replace these Terms at any time at its sole discretion. When we make material changes, we will post the updated Terms on this page and update the Effective Date at the top of the document. We may also provide additional notice through our website, by email, or through other reasonable means depending on the significance of the changes.
Material changes will become effective thirty (30) calendar days after the date they are posted, unless a different effective date is specified. Changes that are required by law or that address new features or functionality of the Services may become effective immediately. Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the modified Terms.
If you do not agree to the modified Terms, you must discontinue your use of the Services before the effective date of the changes. For ongoing engagements governed by an active SOW, changes to these Terms shall not materially and adversely affect the terms of such SOW without mutual written agreement.
General Provisions
17.1 Entire Agreement
These Terms, together with any applicable SOW, proposal, or other written agreement executed by both parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
17.2 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 the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
17.3 Waiver
No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any further exercise thereof. Any waiver must be in writing and signed by the waiving party.
17.4 Assignment
The Client may not assign or transfer this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without BingQue’s prior written consent. BingQue may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
17.5 Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement 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 other’s behalf without prior written consent.
17.6 Notices
All notices, requests, consents, and other communications under this Agreement shall be in writing and delivered by email (with confirmation of receipt), by certified or registered mail (return receipt requested), or by internationally recognized courier service to the addresses set forth in Section 18 below or such other address as either party may designate by notice.
Contact Information
For any questions, concerns, or notices relating to these Terms of Service, please contact us using the following details. We are committed to addressing your inquiries promptly and professionally.
Company: ZhiJiang BingQue Trading Co., Ltd.
Address: Unit 2, No. 56, Group 1, Caodian Village, Dongshi Town, Zhijiang, Yichang, Hubei 443000, China
Email: hello@bingque.buzz
Phone: +1 (586) 619-1442
Website: https://www.bingque.buzz
All formal legal notices shall be sent to the physical address above, with a copy by email. Notices sent by email alone shall not constitute formal legal notice under this Agreement unless receipt is explicitly acknowledged by the recipient.