Effective Date: July 2, 2026

These Terms of Service ("Terms") govern your access to and use of the website located at www.aiyanvision.shop (the "Site") and the professional, scientific, and technical services provided by Guangzhou Aiyan Vision Technology Co., Ltd. ("Company," "we," "us," or "our"). By accessing or using our Site or services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not access or use our Site or services.

1. Definitions

For the purposes of these Terms:

  • "Client" or "You" means the individual or entity accessing or using our Site or engaging our services.
  • "Services" means all professional services offered by the Company, including but not limited to computer systems design, systems integration, cloud architecture and migration, cybersecurity and compliance, data analytics and business intelligence, and IT consulting and managed services.
  • "Content" means any text, graphics, images, software, data, reports, documentation, and other materials provided through the Site or as part of our Services.
  • "Agreement" means these Terms of Service together with any signed Statement of Work or Service Order referencing these Terms.

2. Services

2.1 Service Description

The Company provides professional, scientific, and technical services in the field of computer systems design and related services, as more fully described on our Site and in individual Statements of Work or Service Orders.

2.2 Service Orders

Each engagement for Services shall be governed by a separate Statement of Work (SOW) or Service Order that references these Terms. The SOW will specify the scope of work, deliverables, timeline, fees, and any service-specific terms. In the event of any conflict between these Terms and a SOW, the SOW shall govern with respect to that particular engagement.

2.3 Client Responsibilities

Client agrees to:

  • Provide timely access to relevant personnel, systems, data, and facilities necessary for the performance of Services.
  • Make decisions and provide approvals within reasonable timeframes to avoid project delays.
  • Ensure that all information, materials, and data provided to the Company are accurate, complete, and lawfully obtained.
  • Comply with all applicable laws and regulations in connection with its use of the Services.
  • Maintain the confidentiality of any access credentials, API keys, or other security mechanisms provided in connection with the Services.

3. Intellectual Property

3.1 Company Intellectual Property

The Company retains all right, title, and interest in and to its pre-existing intellectual property, including but not limited to methodologies, frameworks, software libraries, tools, templates, know-how, and trade secrets (collectively, "Company IP"). Nothing in these Terms transfers ownership of any Company IP to the Client.

3.2 Deliverables

Upon full payment of all fees due under a SOW, the Company grants the Client a non-exclusive, perpetual, irrevocable license to use the deliverables specifically created for that Client under the SOW ("Deliverables"). The Company retains ownership of the Deliverables and may reuse general methodologies, techniques, and know-how developed during the engagement, provided that no Client Confidential Information is disclosed.

3.3 Client Materials

The Client retains all right, title, and interest in and to any materials, data, or information provided to the Company for the purpose of performing the Services ("Client Materials"). The Client grants the Company a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services.

4. Fees and Payment

4.1 Fees

All fees for Services shall be as set forth in each SOW or Service Order. Fees are stated in the currency specified in the SOW and are exclusive of any applicable taxes, duties, or similar charges.

4.2 Payment Terms

Invoices are due within thirty (30) days of the invoice date unless otherwise specified in the SOW. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

4.3 Expenses

Client shall reimburse the Company for all reasonable out-of-pocket expenses incurred in connection with the performance of Services, including but not limited to travel, accommodation, and third-party software licenses, provided that such expenses are pre-approved in writing by the Client.

4.4 Taxes

Client is responsible for all taxes, duties, and similar governmental charges arising from the Services or these Terms, excluding taxes based on the Company's net income.

5. Confidentiality

5.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, source code, algorithms, client lists, financial information, and project-specific information.

5.2 Obligations

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as necessary to perform its obligations under these Terms and only to personnel who have a need to know and are bound by confidentiality obligations; (c) use Confidential Information solely for the purpose of performing its obligations under these Terms; and (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

5.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure without confidentiality obligations; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or legal process.

6. Warranties and Disclaimers

6.1 Company Warranties

The Company warrants that: (a) it will perform the Services in a professional and workmanlike manner in accordance with industry standards; (b) the Deliverables will conform to the specifications set forth in the applicable SOW; and (c) it has the necessary skills, personnel, and resources to perform the Services.

6.2 Client Warranties

The Client warrants that: (a) it has the authority to enter into these Terms and any SOW; and (b) all Client Materials provided to the Company do not infringe upon the intellectual property rights or other rights of any third party.

6.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, THE SERVICES, DELIVERABLES, AND ALL CONTENT ON THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

  1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  3. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (i) A PARTY'S INDEMNIFICATION OBLIGATIONS; (ii) A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS; (iii) A PARTY'S INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR (iv) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

8. Indemnification

8.1 By the Company

The Company shall indemnify, defend, and hold harmless the Client from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) a claim that the Deliverables infringe upon the intellectual property rights of a third party; or (b) the Company's gross negligence or willful misconduct.

8.2 By the Client

The Client shall indemnify, defend, and hold harmless the Company from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's use of the Services in violation of applicable law; (b) the Client Materials infringing upon the rights of a third party; or (c) the Client's gross negligence or willful misconduct.

9. Term and Termination

9.1 Term

These Terms shall remain in effect until terminated as provided herein. Individual SOWs shall have their own terms as specified therein.

9.2 Termination for Convenience

Either party may terminate an SOW for convenience upon thirty (30) days' prior written notice to the other party. In the event of such termination, the Client shall pay for all Services performed and expenses incurred up to the effective date of termination.

9.3 Termination for Cause

Either party may terminate an SOW or these Terms immediately upon written notice if: (a) the other party materially breaches any provision of these Terms or the applicable SOW and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) the other party becomes insolvent, files for bankruptcy, or ceases operations.

9.4 Effect of Termination

Upon termination, each party shall return or destroy all Confidential Information of the other party. Sections 3 (Intellectual Property), 5 (Confidentiality), 7 (Limitation of Liability), 8 (Indemnification), and 10 (General Provisions) shall survive termination.

10. General Provisions

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China, without regard to its conflict of laws principles. Any disputes arising out of or relating to these Terms shall be submitted to the competent courts of Guangzhou, Guangdong Province.

10.2 Dispute Resolution

Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, it shall be settled by binding arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission (CIETAC).

10.3 Force Majeure

Neither party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, government actions, pandemics, strikes, or failures of third-party infrastructure.

10.4 Entire Agreement

These Terms, together with any SOW or Service Order referencing them and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and communications.

10.5 Amendments

We reserve the right to amend these Terms at any time. Material changes will be notified to you via email or by posting a notice on our Site. Your continued use of our Site or Services after such amendments constitutes your acceptance of the updated Terms.

10.6 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

10.7 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. Failure to enforce any provision shall not constitute a waiver of future enforcement.

10.8 Assignment

Neither party may assign any of its rights or obligations under these Terms without the prior written consent of the other party, except that the Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.9 Relationship of the Parties

The Company is an independent contractor, and nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties.

11. Website Use

11.1 Acceptable Use

You agree to use our Site only for lawful purposes and in a manner that does not infringe upon the rights of others. Prohibited activities include uploading viruses, attempting unauthorized access, interfering with site functioning, using automated data collection tools without permission, and impersonating others.

12. Contact Information

Guangzhou Aiyan Vision Technology Co., Ltd.
No. 106, 142 Zengcheng Avenue, Lihu Street
Zengcheng District, Guangzhou, Guangdong Province
China

Email: support@aiyanvision.shop
Phone: 186-3566-3641