Terms of Service

1. Agreement to these Terms

These terms form a binding agreement between you and Kunming Yunshengzhi Electronic Commerce Co., Ltd., trading as CloudSage Ecom. They apply to your access to and use of the website at www.cloudsage.mom and to any services we provide, unless a separate written agreement signed by both parties expressly overrides them.

By browsing the website, submitting an enquiry, accepting a quotation or allowing work to begin, you confirm that you have read, understood and accepted these terms. If you are acting for an organisation, you confirm that you have authority to bind that organisation to this agreement.

If any provision of these terms is found to be unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

2. Definitions

In these terms, Company, we, us and our refer to Kunming Yunshengzhi Electronic Commerce Co., Ltd. Client and you refer to the person or organisation using the website or engaging the services. Services means the computer integrated systems design and related work described on the website and in any agreed scope, including environmental monitoring networks, building management system integration, telemetry data pipelines, weather station commissioning, fleet tracking integrations and control room dashboard builds.

Deliverable means documentation, software configuration, dashboards, diagrams or other materials supplied to the Client as part of an engagement. Client Data means information, readings or materials provided by the Client or generated by systems we operate on the Client behalf. Scope means the written description of work agreed between the parties.

3. About the Company

Kunming Yunshengzhi Electronic Commerce Co., Ltd. operates in the Computer Systems Design and Related Services field within the Professional, Scientific, and Technical Services sector. The Company designs, installs and commissions integrated systems for observing, recording and relaying data from the physical world.

The Company registered and operating address is Room 507 Floor 5, Silver Plaza, No 219 Baoshan Street, Wuhua District, Kunming - 650000, China (CN). The Company can be reached by email at courier@cloudsage.mom and by telephone at +13855430445. The developer and trade identity under which the services are presented is CloudSage Ecom.

4. Eligibility and Authorised Use

The website and services are intended for businesses, public bodies and professionals. By using them you confirm that you are at least the age of majority in your jurisdiction and that you have the legal capacity to enter into this agreement, either personally or on behalf of the organisation you represent.

You agree to use the website and services only for lawful purposes and in accordance with these terms. You must not attempt to gain unauthorised access to any part of the website, interfere with its operation, or use it in a way that could damage, disable or impair it for others.

Where we issue access credentials for a system or portal, you are responsible for keeping them confidential and for all activity that occurs under them. You must notify us promptly if you believe that a credential has been compromised.

5. Description of Services

Our services centre on computer integrated systems design. We plan, build and commission sensor and control systems, integrate building and estate equipment onto a common supervisory layer, design telemetry pipelines that carry readings reliably from the field, commission weather stations, integrate fleet tracking data into operational platforms and build control room dashboards.

The precise scope of any engagement is set out in a written proposal or statement of work agreed by the parties. Descriptions on the website are indicative and provided for general information; they do not constitute an offer capable of acceptance and may be updated as our practice develops.

We may sub-contract portions of an engagement to trusted specialists where this improves delivery, but we remain responsible to the Client for the work we have undertaken and for the conduct of our sub-contractors.

6. Enquiries, Quotations and Contracts

Submitting an enquiry does not create a contract. A contract arises only when a written proposal has been accepted by the Client and confirmed by the Company, or when work begins with the Client written agreement. Quotations are valid for the period stated in them and may be revised if the underlying requirements change materially.

Any change to the agreed scope must be documented in writing and may affect the fees, the schedule or both. We will not carry out chargeable variations without the Client approval, except where urgent action is required to prevent damage or a safety risk, in which case we will inform the Client as soon as reasonably practicable.

Where a separate signed agreement exists between the parties, that agreement takes precedence over these terms to the extent of any conflict.

7. Client Responsibilities

The Client agrees to provide accurate and timely information about the site, the requirements and any relevant regulations or constraints. Delays caused by incomplete or misleading information may affect the schedule and may result in additional costs, which we will discuss openly before they are incurred.

The Client is responsible for obtaining any permissions, consents or landlord approvals needed for work on its premises or on land it controls, and for ensuring that its own equipment and network meet the prerequisites we have documented. Where the Client supplies third party components, the Client remains responsible for their suitability and licensing.

The Client also agrees to nominate a point of contact who can make decisions, attend commissioning reviews and receive handover documentation on the Client behalf.

8. Site Access and Safety

Where work requires attendance at a site, the Client agrees to provide safe and timely access, including any induction, escort or permit that the site requires. Our personnel will follow reasonable site rules and will not begin work in conditions that present an unacceptable risk to health or safety.

If conditions at the site are unsafe, materially different from those described during planning, or otherwise outside our control, we may suspend work and will agree a revised plan with the Client. Additional attendance or standby time caused by such conditions may be chargeable.

The Client remains responsible for the safety of its own premises and for ensuring that our equipment is protected from interference, theft or damage once installed, except to the extent that loss is caused by our negligence.

9. Fees, Invoicing and Payment

Fees for services are set out in the agreed proposal. Unless stated otherwise, fees are exclusive of applicable taxes, travel and third party hardware, which are charged separately at cost or at the rate stated in the proposal. Payment terms are stated in the proposal or invoice, and amounts are payable without deduction or set-off unless agreed in writing.

Late payment may result in interest being charged at the rate permitted by applicable law, and we may suspend work or support where an invoice remains unpaid beyond the agreed period. We will give reasonable notice before suspending work and will resume promptly once the position is resolved.

Fees for work already performed are non-refundable except where these terms or the agreed proposal expressly provide otherwise, or where applicable law grants a right to a refund.

10. Intellectual Property

The Company retains ownership of its pre-existing know-how, methods, templates, libraries and tools, including any components that we have developed independently of a particular engagement. Nothing in these terms transfers ownership of that background intellectual property to the Client.

On full payment of the agreed fees, the Client receives a licence to use the Deliverables for its internal business purposes, including the operation and maintenance of the systems we have supplied. Where a Deliverable includes open source components, the applicable open source licence governs that component and is identified in the handover documentation.

The Client may not resell, publish or redistribute our Deliverables or background materials as a stand-alone product without our prior written consent, except as expressly permitted by the agreed scope or by applicable law.

11. Client Data and Deliverables

The Client retains ownership of its Client Data. We process Client Data only as necessary to deliver the services, to maintain and support the systems and to comply with our legal obligations. Where we act as a data processor, we follow the Client documented instructions and apply the security measures described in our Privacy Policy.

Deliverables describing the design, configuration and operation of a system are provided so that the Client can own and maintain it. We ask that the Client does not remove proprietary notices where they appear, and that modifications to our Deliverables are documented by the Client so that future maintenance remains possible.

We may retain copies of Deliverables and Client Data to the extent necessary for support and for compliance with record-keeping obligations, and we will delete or return them on request in accordance with the Privacy Policy and the agreed scope.

12. Confidentiality

Each party may receive confidential information from the other in the course of an engagement. Confidential information means non-public technical, commercial, financial or operational information that is marked as confidential or that a reasonable person would understand to be confidential from the circumstances.

Each party agrees to use confidential information only for the purposes of the engagement, to protect it with reasonable care and to disclose it only to personnel or advisers who need it and who are bound by obligations of confidentiality. These obligations do not apply to information that is public, that was lawfully held before disclosure, that is independently developed or that must be disclosed by law or court order.

Confidentiality obligations survive the end of the engagement for a reasonable period, and for as long as the information retains commercial value.

13. Acceptable Use of the Website

You agree not to misuse the website. This includes refraining from any attempt to probe or breach security, from introducing malicious code, from scraping content at a volume that burdens our servers, and from using automated tools to submit forms or to disrupt the experience of other visitors.

The content on this website is provided for general information. You may view and print pages for your own reference, but you may not reproduce, republish or redistribute substantial portions without our written permission, other than for the purpose of evaluating our services or complying with law.

We may take technical and legal steps to prevent or respond to misuse, including blocking access and reporting unlawful activity to the relevant authorities.

14. Warranties and Disclaimers

We provide our services with reasonable skill and care and in accordance with the agreed scope. We warrant that our personnel hold the experience and competence appropriate to the work and that Deliverables will substantially conform to the documented specification at the time of handover.

Except as expressly stated, the website and services are provided without other warranties, whether express or implied. We do not warrant that the website will be uninterrupted or error free, or that data transmission over third party networks will always be available or secure. Instrument readings and dashboards depend on sensors, power and communications outside our control, and we cannot guarantee continuous availability of those elements.

Nothing in these terms excludes or limits any warranty or right that applicable law does not permit to be excluded, including rights that a consumer may hold where consumer law applies.

15. Limitation of Liability

To the fullest extent permitted by law, the Company is not liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, data or goodwill, however arising and whether in contract, tort or otherwise, even if we were advised of the possibility of such loss.

Our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid to us for that engagement during the twelve months preceding the event giving rise to the claim. Where a claim relates solely to use of the website, our total liability is limited to a nominal amount.

Nothing in this section limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other matter that cannot lawfully be limited.

16. Indemnification

You agree to indemnify and hold harmless the Company, its directors, employees and agents against claims, losses, liabilities and reasonable costs arising from your breach of these terms, your misuse of the website or services, or your infringement of the rights of a third party.

We agree to indemnify and hold harmless the Client against claims that our Deliverables infringe the intellectual property rights of a third party, provided that the Client promptly notifies us of the claim, allows us to control the defence and does not settle the claim without our written agreement.

This indemnity does not apply where the claim arises from Client Data, from modifications made by the Client, from combinations with third party components not approved by us, or from use of the Deliverables outside the agreed scope.

17. Term, Suspension and Termination

These terms apply for as long as you use the website or services. An engagement continues until the agreed work is complete, until it expires in accordance with the proposal, or until it is terminated in accordance with this section.

Either party may terminate an engagement for material breach that is not remedied within a reasonable period after written notice, or immediately where the other party becomes insolvent or ceases to operate. We may suspend work where fees are overdue, where a safety risk arises or where we are required to do so by law.

On termination, the Client remains liable for fees for work performed and for commitments properly incurred up to that point, and each party returns or deletes the other confidential information in accordance with the Privacy Policy. Provisions that by their nature should survive termination, including confidentiality, intellectual property, liability and governing law, will continue to apply.

18. Third Party Components and Platforms

Engagements may involve third party hardware, software, cloud platforms or communications services. Those components are governed by their own terms and licences, and the Client is responsible for complying with them. We select components with care, but we do not control their availability, pricing or continued support.

Where a third party component changes in a way that affects a system we have delivered, we will advise the Client of the impact and, where the Client agrees, propose a remedy. Unless we have expressly guaranteed otherwise, we are not liable for failures or changes in third party services.

Open source components used in our Deliverables are identified in the handover documentation together with their licences, and the Client agrees to respect those licences.

19. Governing Law and Dispute Resolution

These terms are governed by the laws of the People Republic of China, without regard to conflict of law principles, except where mandatory local law grants you greater protection. The parties submit to the non-exclusive jurisdiction of the courts at the Company seat in Kunming, China.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct discussion between senior representatives. If discussion does not resolve the matter within a reasonable period, the parties may agree to mediation before resorting to litigation.

Nothing in this section prevents either party from seeking urgent injunctive relief where necessary to protect its rights or its confidential information.

20. Changes to these Terms

We may update these terms from time to time to reflect changes in our services, our practices or the law. When we make a material change, we will update the date at the top of this page and, where appropriate, provide a more prominent notice. Changes apply to use of the website from the date they take effect.

For engagements already underway, the version of these terms agreed at the start of the engagement continues to apply unless both parties agree in writing to a revision. We encourage you to review this page periodically.

21. Contact Information

If you have questions about these Terms of Service or wish to raise a concern, please contact us using the details below. We will respond as promptly as we reasonably can.

CloudSage Ecom, operated by Kunming Yunshengzhi Electronic Commerce Co., Ltd.
Address: Room 507 Floor 5, Silver Plaza, No 219 Baoshan Street, Wuhua District, Kunming - 650000, China (CN)
Email: courier@cloudsage.mom
Telephone: +13855430445