1. Introduction
These Terms of Service govern your access to and use of the website at https://www.bamboowhisper.autos and the computer systems design, integration, and operation services offered by BambooWhisper, the operating brand of Shijiazhuang Quzhuwen Network Technology Co., Ltd., whose registered office is at Room 802, Unit 3, Building 2, Courtyard 5, Zhihui Cheng, Southeast of the Intersection of Tiyu Street and Cangfeng Road, Yuhua District, Shijiazhuang - 050000, China (CN). By accessing our website or engaging our services, you agree to be bound by these terms. Please read them carefully. These terms apply between you and the company, and they replace any prior agreements or understandings relating to the same subject matter, except where a separate written agreement between the parties expressly states otherwise. If you are entering into these terms on behalf of an organisation, you confirm that you have authority to bind that organisation.
2. Acceptance of These Terms
By using our website, submitting an enquiry, or engaging our services, you accept these Terms of Service in full. If you do not agree to any provision of these terms, you must not use our website or our services. Where a service is provided under a separate proposal or statement of work, the specific terms of that document will apply to that engagement, and these general terms will apply to the extent they are not inconsistent. We may require you to accept these terms again before commencing certain services. Your continued use of our website or services after we publish changes to these terms will constitute acceptance of the updated terms. Nothing in these terms affects any statutory rights that cannot be limited by agreement under the laws of your jurisdiction.
3. Description of Services
The company provides computer systems design and related services, computer integrated systems design, and related professional, scientific, and technical services. These services include architecture and design, integration and automation, cloud and infrastructure engineering, security and compliance hardening, and managed operation and support. The precise scope, deliverables, timelines, and fees for a particular engagement will be set out in a written proposal or statement of work agreed by both parties before work begins. Our website is intended to provide information about these services and to enable you to contact us. We reserve the right to modify, suspend, or discontinue any part of our website or service offering at any time, with or without notice, where we judge that this is necessary for technical, legal, or business reasons.
4. Client Responsibilities
You agree to provide us with accurate, complete, and timely information needed to perform the services, including access to the systems, documentation, and stakeholders relevant to your project. You are responsible for obtaining all consents, licences, and permissions required for any data or software you provide to us. You will designate a single point of contact who is authorised to make decisions and provide approvals on your behalf. You agree to respond promptly to our reasonable requests for information, feedback, and approvals, and you acknowledge that delays in your responses may affect delivery timelines. You must not use our services for any unlawful purpose or in any way that violates the rights of third parties. Where you use our managed services, you will comply with our published security and usage requirements and notify us promptly of any suspected security issue affecting your systems.
5. Proposals and Statements of Work
Each engagement begins with a written proposal or statement of work that describes the services, deliverables, assumptions, fees, and schedule. A proposal becomes binding only when it has been accepted in writing by you and confirmed by us. Once accepted, the proposal and these terms together form the agreement for that engagement. Any changes to scope, schedule, or fees must be agreed in writing and will be documented in a change order accepted by both parties. We are not obliged to perform work outside the agreed scope, and any additional work will be quoted and agreed before it is performed. If a proposal contains estimates of effort or duration, those estimates are made in good faith based on the information available at the time and are not guarantees unless expressly stated in the proposal.
6. Fees and Payment
Fees for services are set out in the applicable proposal or statement of work. Unless otherwise agreed, fees are payable in the currency stated in the proposal, within the payment terms stated there, which are typically thirty days from invoice date. Where a project is delivered in milestones, payment is due upon acceptance of each milestone deliverable. Late payments may be subject to interest at the rate permitted by applicable law, and we may suspend active services if an invoice remains unpaid for more than thirty days after notice. All fees are exclusive of taxes unless stated otherwise, and you are responsible for any taxes applicable to the services in your jurisdiction. Expenses, including reasonable travel and third-party software licensing costs, are billed at cost unless a different arrangement is agreed. We will provide reasonable documentation for any expenses we invoice.
7. Intellectual Property
All intellectual property created by us in the course of providing services, including designs, code, documentation, configurations, and technical deliverables, is owned by the company until the relevant invoice for that work has been paid in full. Upon full payment, we grant you a perpetual, non-exclusive, worldwide, royalty-free licence to use the deliverables for your internal business purposes, subject to any third-party licences that may apply. We retain ownership of our pre-existing tools, methods, frameworks, and know-how, and of any improvements to them made during an engagement. You retain all rights in the data and content you provide to us, and you grant us a limited licence to use that material for the purpose of performing the services. We may reuse general technical knowledge and patterns we learn during engagements, provided that we do not disclose your confidential information or use it in a way that harms you.
8. Confidentiality
Each party agrees to keep confidential any non-public information received from the other party in connection with an engagement, including technical specifications, business plans, client data, pricing, and security information. Confidential information may be used only for the purpose of performing obligations under the agreement and may be disclosed only to those who need to know it and who are bound by confidentiality obligations at least as protective as this section. These obligations do not apply to information that is publicly available through no fault of the receiving party, that was known before disclosure, that is independently developed, or that must be disclosed by law. On request, or upon termination of the engagement, each party will return or securely delete the other party confidential information in its possession. These confidentiality obligations will survive the termination of the agreement.
9. Warranties
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards, and that our deliverables will conform to the agreed specifications for a warranty period of ninety days from delivery. If a deliverable does not conform to the specification, we will, at our option, correct the non-conforming work or refund the fees paid for that work. You warrant that you have the right to provide us with the data and materials you supply, that they do not infringe the rights of any third party, and that you will provide accurate information throughout the engagement. Any warranty claims must be made in writing within the warranty period and must describe the non-conformity in reasonable detail so that we can investigate. Our warranties do not cover problems caused by changes you make without our approval, by third-party products, or by misuse.
10. Disclaimers
Except for the warranties expressly set out in these terms, and to the maximum extent permitted by applicable law, the company provides its website and services on an as-is and as-available basis, without warranties of any kind, whether express, implied, or statutory. We expressly disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the website will be uninterrupted, error-free, or free of harmful components, and we are not responsible for outages or interruptions caused by factors beyond our reasonable control, including failures of third-party networks and services. Any content on our website, including case examples and capability descriptions, is provided for general information and does not constitute a professional guarantee of specific results for your particular circumstances.
11. Limitation of Liability
To the maximum extent permitted by applicable law, the total liability of the company for all claims arising out of or relating to these terms or any engagement, whether in contract, tort, or otherwise, will not exceed the total fees paid by you to the company under the relevant agreement in the twelve months preceding the event giving rise to the claim. In no event will the company be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, even if the company has been advised of the possibility of such damages. Nothing in these terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, death, or personal injury caused by negligence, or for any other matter for which liability cannot be lawfully excluded. You are responsible for maintaining appropriate backups of your own data.
12. Indemnification
You agree to indemnify, defend, and hold harmless the company, its officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to your use of our services, your breach of these terms, or your violation of any law or the rights of any third party. If a claim is brought against us for which you owe indemnification, we will notify you promptly, allow you to control the defence of the claim at your expense, and cooperate with you as reasonably requested. We may participate in the defence with counsel of our choosing at our own expense. You may not settle any claim on our behalf without our prior written consent. This obligation will survive the termination of these terms and any engagement.
13. Term and Termination
These terms take effect when you first use our website or engage our services and remain in effect until terminated. Either party may terminate an engagement with written notice if the other party commits a material breach of the agreement that is not remedied within thirty days of receiving written notice of the breach. Either party may also terminate an engagement immediately if the other party becomes insolvent, enters liquidation or receivership, or ceases to carry on business. You may cancel a project before work begins, in which case we will refund any prepaid fees for work not yet performed, less reasonable costs already incurred. We may suspend or terminate your access to our website at any time if we reasonably believe that continued access would harm the security or integrity of our systems or violate applicable law.
14. Effect of Termination
Upon termination of an engagement, you will pay all fees for work performed up to the date of termination, including any reasonable costs of closing out the engagement and delivering work in progress. We will deliver any completed deliverables for which payment has been received, and we will return or securely delete your data and confidential information in line with our confidentiality obligations. Sections of these terms which by their nature should survive termination, including confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution, will remain in force after termination. Termination of one engagement does not automatically terminate any other agreement you may have with us. Following termination, we may retain copies of information where required by law or our records policy.
15. Independent Contractor Relationship
The relationship between you and the company is that of independent contractors. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or to incur obligations on behalf of the other without prior written agreement. Each party is responsible for its own employees, contractors, taxes, and insurance. Our engineers and consultants work under our direction and control and are not your employees, even when they work at your site or on your systems. If any provision of these terms is inconsistent with an independent contractor relationship, that provision will be interpreted to give effect to the independent status of the parties.
16. Force Majeure
Neither party will be liable for any failure or delay in performing its obligations under an agreement, other than payment obligations, if that failure or delay results from circumstances beyond the reasonable control of the party, including natural disasters, war, terrorism, public health emergencies, strikes, power failures, network failures, or actions of government. The affected party will notify the other party promptly of the circumstances and will use reasonable efforts to resume performance as soon as possible. If the force majeure event continues for more than sixty days, either party may terminate the affected engagement with written notice, and any fees paid for services not yet performed will be refunded or credited.
17. Changes to These Terms
We may revise these Terms of Service from time to time to reflect changes in our services, business practices, or legal requirements. When we make changes, we will update the effective date at the top of this page and publish the revised terms on our website. Material changes will be brought to your attention through a notice on our website or by email where we have your contact details. Your continued use of our website or services after the revised terms are published will constitute acceptance of the revised terms. If you do not accept the revised terms, you may stop using our website and services. We encourage you to review these terms periodically. Previous versions are available on request.
18. Governing Law and Dispute Resolution
These Terms of Service and any disputes arising out of or relating to them will be governed by and construed in accordance with the laws of China, without regard to conflict of law principles, except where mandatory provisions of the law of your country of residence apply. The parties will attempt in good faith to resolve any dispute arising under an engagement through negotiation before initiating formal proceedings. If the dispute cannot be resolved within thirty days of written notice, either party may submit the dispute to the competent courts of Shijiazhuang, China, subject to any mandatory rules of jurisdiction applicable in your country. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its rights. If any provision of these terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.