Terms of Service

These Terms of Service govern your use of the website at saintsquare.lat and the services offered by ChengDu SaintErFang Trading Co., Ltd. from its cloister lane desk at No 61, 1/F, No 548 Gaopeng West Road, Wuhou District, ChengDu City - 610000, China (CN). By reading, browsing or writing to the desk, you agree to the terms set out below. Please read them fully before you send a sheet, a letter or a project request. If you do not agree with any part of these terms, please do not use the website or the desk.

We have written these terms in ordinary language on purpose. Where a legal phrase is needed, we explain it nearby. The section headings are there to help you find your place, and they do not change the meaning of the clauses beneath them.

1. Agreement to These Terms

These terms form a binding agreement between you and ChengDu SaintErFang Trading Co., Ltd. They apply when you visit the website, when you send a message through the contact form, when you call the bell line at +12705884250 and when you ask the desk to consider a project.

A separate written contract may govern a project that we agree to carry out. Where such a contract exists, it governs the project, and these terms continue to govern the website and anything that is not covered by the contract. If the two documents conflict, the signed contract wins for the project it describes.

If you use the desk on behalf of an organisation, you confirm that you have authority to bind that organisation to these terms. If you do not have that authority, please pass these terms to someone who does before you proceed.

2. Definitions

The following words have the meanings given here throughout these terms.

• The company means ChengDu SaintErFang Trading Co., Ltd., including its lane desk in Wuhou District.
• The website means the pages served at saintsquare.lat, including their text, styles, scripts and images.
• The services mean the integrated systems design, system integration, support and related work that the company offers from the lane desk.
• You or the client means the person or organisation that uses the website or engages the services.
• Deliverable means a drawing set, a configuration, a document, a piece of software or another item that the company agrees to hand over.
• Trader sheet means the written record of a request, its scope, its terms and its progress.
• Working day means a day on which the lane desk is open, excluding public holidays in ChengDu.

3. Our Services

The company works in computer systems design and related services, within the professional, scientific and technical sector. Our six lanes are described on the services page: Square Sheet Bays, Lane Note Runs, Trader Letter Desks, Arch Windows, Bell Review Rounds and Cloister Sittings. Each lane describes a part of the way we gather, trade and rest during an engagement.

We may add, adjust or retire a lane as the desk grows. The services page always shows the current set. A change to the description of a lane does not affect a project that is already running under a signed contract, unless the contract says otherwise.

Nothing on the website is an offer that you can accept by a click alone. A proposal becomes binding only when the company confirms it in writing, as described in the section on engagements below.

4. Use of the Website

You may read, print and save pages of the website for your own use or for the internal use of your organisation. You may share a link to a page freely.

You may not copy a substantial part of the website into another publication, present our text as your own or use our pages to train a commercial model without written permission from the company. Short quotations with a clear attribution are welcome.

You may not interfere with the operation of the website, attempt to gain access to a part of it that is not public or probe it for weaknesses without our written agreement. If you find a weakness, please tell the letter desk at square@saintsquare.lat, and we will answer with thanks and with a plan.

5. Quotations and Proposals

A quotation is prepared after we have read your sheet and asked any questions that the sheet leaves open. It states the scope, the price, the estimated time and the assumptions on which it rests.

A quotation is valid for thirty days from its date unless it says otherwise. During that period the company will not change the price for the scope that the quotation describes. If your requirements change, we will prepare a new sheet and a new price.

A proposal is not a guarantee of a result. It is our best reading of the work at the time it is written. Where a project depends on a supplier, a licence or a third party system, the proposal names that dependency and does not promise a result that the supplier controls.

6. Project Engagements

A project begins when both sides have signed the trader sheet or exchanged written confirmation that covers the same points. From that moment the sheet is the record of what we owe each other, and changes are made on the sheet rather than in conversation.

Each engagement names a clerk at the desk and a contact at the client. Those two people are responsible for passing information between the sides. A message from either is treated as a message from that party, unless the sheet says that a particular decision needs a higher signature.

If a change is requested after the project begins, the desk will estimate its effect on price and time before the change is made. No change is carried out until both sides agree to that effect in writing.

7. Client Duties

A good project rests on a clear sheet. To help us keep the sheet clear, we ask the client to do the following.

• Provide accurate information about the systems, people and processes that the project touches.
• Name a contact who can make decisions and answer questions within a reasonable time.
• Give us access to the premises, systems and accounts that the work requires, at agreed times.
• Tell us promptly about a change that may affect the project, including a change at a supplier or a regulator.
• Keep the credentials that we return to you in a safe place and tell us if one is lost.
• Use the deliverables within the scope and the licence that the sheet describes.

A delay that arises because a duty above was not met may change the delivery date. The desk will explain the effect rather than surprise you with it, and the treatment of the delay will be recorded on the sheet.

8. Fees and Payment

Fees are stated in the trader sheet and are exclusive of any tax that the law requires. Where a tax applies, it is added to the invoice and shown as a separate line.

Unless the sheet says otherwise, a project is billed in stages, with the first stage due before work begins and later stages due on the dates that the sheet sets. An invoice is payable within fifteen days of its date.

If an invoice remains unpaid after a reminder, the company may pause the work and charge interest at the rate that the law allows. A pause does not remove the obligation to pay for work that has already been done.

Travel, hardware and licence costs are charged at cost and are approved by the client before they are incurred. We do not mark up a supplier invoice without the agreement of the client.

9. Deliverables and Acceptance

When a deliverable is ready, the desk presents it with a short note that explains what it contains and how to test it. The client has ten working days to accept it or to return a written list of defects.

If the client returns a defect list within that window, the company will correct the defects that fall inside the agreed scope and present the deliverable again. A defect that lies outside the scope is treated as a change request.

If the client does not answer within the window and the deliverable is in working order, the deliverable is treated as accepted at the end of the ten working days. A silence is not an ideal answer, and the desk will send a reminder before the window closes.

10. Intellectual Property

The text, styles, scripts and images of the website belong to the company or are used under a licence. The name ChengDu SaintErFang Trading Co., Ltd., the mark of the lane desk and the design of the cloister skeleton are protected as the company chooses and may not be copied into a competing site.

On payment in full, the client receives the licence to the deliverables that the trader sheet describes. The company keeps ownership of its general methods, its internal tools and anything that was in its hands before the project began.

Where a deliverable includes third party software, the licence of that software governs its use and the company passes on the relevant terms. The company does not grant a right that it does not hold.

Nothing in this section transfers a trademark, a trade name or a trade secret that the sheet does not name.

11. Confidentiality

Each side may receive information that the other treats as confidential. That information may include a business plan, a drawing set, a list of contacts, a credential, a price or a design that has not been published.

Each side agrees to use the confidential information only for the project, to share it only with the people who need it, and to protect it with care that is at least as strong as the care given to its own secrets. This duty lasts for three years after the project ends, and longer for a trade secret.

The duty does not apply to information that is already public, that the receiver already held lawfully, that a third party supplies without a duty of confidence or that the law compels a party to disclose. Where a disclosure is compelled, the party will give notice when it lawfully can.

12. Acceptable Use

The website and the desk are provided for lawful work in systems design and trade. You agree not to use them in the following ways.

• To send unlawful, threatening or defamatory material.
• To transmit a virus, a worm or another harmful code.
• To impersonate another person or organisation.
• To harvest addresses or other information from our pages.
• To place a burden on our servers that has no reasonable purpose.
• To ask us to build a system that is designed for fraud, for unlawful surveillance or for harm.

If we believe that a use breaks this section, we may refuse a request, pause an engagement or close a window without notice. Where the matter is not urgent, we will explain the reason in writing first.

13. Third Party Materials

Our work sometimes brings a third party product into a project. That product remains under the control of its maker, and its licence, its warranty and its support policy apply to it.

The desk chooses third party materials with care and tests them before they are installed. The desk cannot promise that a maker will keep a licence, a price or a feature unchanged. When a maker changes something that affects a live system, the desk will notify the client and propose a path forward.

The website may link to a third party page. A link is not a promise about the content, the safety or the privacy practice of that page.

14. Warranties and Disclaimers

The company warrants that it will carry out the services with the skill and the care of a competent systems house, using suitably qualified people and sound methods.

The company warrants that a delivered system will materially conform to the trader sheet for ninety days after acceptance. During that period, a defect inside the scope is corrected at no additional cost.

Except as stated in this section, the website and the services are provided as they are. The company does not warrant that the website will be free from every interruption, that a page will never contain an error or that a result will meet a purpose that the sheet does not name.

Nothing in these terms removes a warranty that the law of China gives to a consumer and that the law does not allow a seller to exclude.

15. Limitation of Liability

To the extent that the law allows, neither side is liable for a loss of profit, a loss of goodwill, a loss of opportunity or an indirect loss that arises from a breach of these terms.

The total liability of the company under a project is limited to the fees that the client has paid for that project in the twelve months before the claim arises. Where the law sets a higher minimum, the higher minimum applies.

The limit does not apply to a liability that cannot be limited by law, such as a liability for death or personal injury caused by negligence, or a liability for fraud.

A claim must be brought within two years of the date on which the claimant knew or ought to have known of the facts that give rise to it.

16. Indemnity

You agree to indemnify the company against a claim, a loss or an expense that arises from a use of the website or the services that breaks these terms, from material that you supply that infringes the right of a third party, or from a system that you ask us to build for a purpose that is unlawful.

The company agrees to indemnify the client against a claim, a loss or an expense that arises from a finding that a deliverable created entirely by the company infringes the intellectual property of a third party. This indemnity does not apply where the client supplied the material, where the client modified the deliverable or where the client used it outside the scope of the sheet.

A party that seeks an indemnity will give the other prompt notice, reasonable help and control of the defence, and will not settle a claim without the other party agreeing.

17. Suspension and Termination

Either side may end an engagement with thirty days of written notice. Work that has been done up to the end of the notice period is billed and payable.

The company may suspend or end an engagement at once if the client fails to pay an undisputed invoice after a reminder, if the client asks for unlawful work, if the client breaches the confidentiality section in a way that harms the desk or if the law requires the desk to stop.

On the end of an engagement, each side returns or destroys the confidential material of the other, except for one archival copy that a law or a professional duty requires it to keep. Deliverables that have been paid for remain with the client, under the licence described in the sheet.

The sections on confidentiality, intellectual property, liability, indemnity and governing law survive the end of an engagement.

18. Force Majeure

A party is not liable for a delay or a failure that is caused by an event beyond its reasonable control. Examples include a natural disaster, a widespread power failure, a network outage that affects many providers, a labour dispute that is not confined to the party, a change of law or an act of a public authority.

The affected party will tell the other as soon as it can, will describe the likely effect and will take reasonable steps to reduce it. If the event continues for more than sixty days, either side may end the engagement without further liability beyond the work that has been done.

19. Governing Law and Disputes

These terms are governed by the laws of the People Republic of China, without regard to a conflict of law rule that would point to another system.

Before any formal step, the sides will try to settle a dispute at the desk. A written notice of the dispute is sent to the other side, and the two named contacts meet, in person or by a call, within fifteen days.

If the meeting does not settle the matter, the dispute goes to the competent court at the place of the company in ChengDu, unless a law that protects you as a consumer gives you the right to bring the matter in your own region. Where the trader sheet names an arbitration body, that body has jurisdiction instead.

20. Changes to These Terms

The company may update these terms from time to time. A material change is described in plain language and the date at the top of the page is changed.

A change does not alter a project that is already governed by a signed trader sheet, unless the contract allows the change and both sides agree to it.

If you continue to use the website after a change, you are treated as having read the new version. If you do not agree with a change, please stop using the website and write to the letter desk about any project that is still running.

21. Contact and Notices

A notice under these terms is given in writing. A notice to the company is sent to square@saintsquare.lat with a copy to the lane desk at No 61, 1/F, No 548 Gaopeng West Road, Wuhou District, ChengDu City - 610000, China (CN). A notice by telephone to +12705884250 is treated as received when it is confirmed in writing.

A notice to you is sent to the address or the electronic mail address that you gave in the trader sheet. It is treated as received three working days after it is sent, or sooner if you confirm it.

If one part of these terms is found to be invalid, the rest continues in force. A failure to enforce a term on one occasion is not a waiver of the term. These terms, together with a signed trader sheet and any policy that the sheet names, form the whole agreement between us.

Thank you for reading the whole sheet. A desk that is understood is a desk that trades well, and we look forward to working with you from the cloister lane.