These Terms of Service form a legal agreement between you and Changsha Yingyueyan
Electronic Trading Co., Ltd., the company that operates the ShinePearl studio and the
website at shinepearl.buzz. By accessing the website, by using the contact form, or by
commissioning any service described on the website, you agree to be bound by these
terms.
If you do not agree with any part of these terms, you should stop using the website
and the services immediately. Continued use of the website after these terms are
published or revised means that you accept them, in the same way that continued use of
any commercial website indicates acceptance of the rules that govern it.
These terms apply to all visitors to the website, to all parties that contact the
studio, and to all clients and their personnel who use the systems and platforms that
the studio designs, builds or operates. Where a separate written contract exists
between the company and a client, the specific clauses of that contract take
precedence over these general terms wherever the two documents differ.
2. About These Services
The website describes the services of the ShinePearl studio, which include computer
systems design, trade platform development, trade data and analytics platforms,
computer systems integration, cybersecurity and compliance systems, and managed
support and maintenance. These services are provided to commercial clients that buy,
sell, move or process electronic goods across borders.
The descriptions on the website are intended to give an accurate sense of the studio
capabilities. They are not an offer to enter into a contract by themselves. A project
begins only when both parties sign a written statement of work, a proposal or an
order form that defines the scope, the deliverables, the schedule and the price. That
document, together with these terms, forms the contract for the work.
The studio may also act as a trading company in its own right, buying and selling
electronic components and devices. Transactions of that nature are governed by the
purchase orders and commercial contracts used for the trade, and these terms apply to
them only where the transaction documentation refers to this document.
3. Eligibility
The services are intended for businesses and for individuals acting in a business
capacity. To use the services you must be at least eighteen years of age, and if you
act on behalf of a company you must have the authority to bind that company to these
terms.
The studio may refuse to provide services to any party, and may terminate an existing
engagement, where there is a reasonable basis to do so. This includes situations
where the party appears to be engaging in fraud, where the goods or the counterparty
cannot be verified, where sanctions or export control rules would be violated, or
where the request is inconsistent with the compliance standards the studio maintains.
By commissioning a project you confirm that the information you provide about your
business is accurate and current, and that you will update it if it changes while the
engagement is active.
4. Modification of These Terms
The studio may revise these terms from time to time to reflect changes in the law,
in the services or in the way the business operates. The most recent version is always
published on this page, and the last updated date at the top of the document records
when it was last changed.
Where a revision is material, the studio will post a notice on the website before the
change takes effect, so that you have an opportunity to review the updated terms. For
changes that are minor or clarifying, the revised terms take effect on publication.
If you continue to use the website or the services after a revision takes effect, you
accept the revised terms. If you do not accept a revision, you should stop using the
services and complete any work already in progress under the terms that applied when
that work was ordered.
5. Accounts and Responsibilities
Some of the platforms the studio builds include user accounts. Account credentials
protect access to business systems, and the party that owns the account is responsible
for keeping the credentials confidential. Shared or guessed credentials are a common
cause of data incidents, and the studio holds each account owner responsible for
activity carried out under their own sign-in details.
When the studio creates accounts on behalf of a client, the client must provide
accurate details for each user. Account access is granted on a least privilege basis,
which means each user receives only the permissions their role requires. Requests for
broader access are reviewed and granted only where the business need is demonstrated.
You must notify the studio promptly if you suspect that an account has been
compromised, or if a member of your team who holds credentials leaves the company or
changes role. The studio can suspend an account quickly to limit harm, and it will
assist with the investigation and the recovery of the account.
6. Acceptable Use
You agree to use the website and the services only for lawful purposes. You will not
use the services to infringe the rights of others, to distribute malicious software,
to attempt unauthorized access to any system, to overload the infrastructure, or to
engage in any activity that could damage, disable or impair the availability of the
services.
You will not use the systems the studio builds to move goods that are prohibited by
law, that violate sanctions regimes, that infringe intellectual property rights, or
that are otherwise unsafe or illegal to trade. The studio screens trade against
applicable rules and expects its clients to apply the same discipline to their own
products and counterparties.
You will not attempt to reverse engineer, decompile or extract the source code of any
proprietary component of the systems, except to the extent permitted by mandatory law.
You will not scrape the website at a rate that could affect other visitors, and you
will not misrepresent the source of any data you obtain through the services.
7. Orders and Transactions
Where the studio sells goods, an order becomes binding when the studio confirms it in
writing. Order confirmations state the product, the quantity, the unit price, the
currency, the delivery terms and the expected schedule. Any change to an order must be
agreed in writing by both parties before it takes effect.
Orders are subject to availability and to successful verification of the buyer and the
destination. The studio reserves the right to decline an order, or to cancel an order
that cannot be fulfilled, in which case any payment already received for the cancelled
portion is refunded promptly.
Title to goods passes at the point agreed in the delivery terms, which are usually
stated in the confirmation using standard international trade terms. Risk in the goods
passes at the same point. The buyer is responsible for arranging insurance beyond the
coverage that these terms imply, where such coverage is desired.
8. Systems Design Services
Computer systems design engagements begin with a discovery phase, in which the studio
studies the client current operations and produces a written scope. The scope defines
the goals, the assumptions, the deliverables and the exclusions of the project. The
client should review the scope carefully, because changes requested after approval
may affect the schedule and the price.
The studio delivers the work through structured phases: architecture and design,
build, testing, deployment and handover. The client agrees to provide timely access to
the information, systems and people needed for each phase, because a delay in client
input extends the schedule in a way that is outside the studio control.
Testing is performed against the agreed acceptance criteria. The client is given an
opportunity to review and test the deliverables during the handover period and to
report defects, which the studio corrects at no additional cost. After the handover
period, defects and enhancements are handled under the support arrangements described
in the engagement contract or in Section 9 below.
9. Trade Platform Services
Trade platforms are hosted, operated and maintained by the studio under the terms of
the specific service agreement. The studio provides the computing infrastructure, the
application software, the security controls and the monitoring needed to keep the
platform available and reliable. Scheduled maintenance is performed at times of lowest
traffic and is announced in advance wherever possible.
The studio makes reasonable efforts to keep platforms available, but no service can be
available without interruption. The availability commitment, where one applies, is
stated in the service agreement. Planned maintenance windows and events caused by
factors outside the studio reasonable control, such as power failures, network
outages or the acts of third party providers, are not counted as downtime for the
purposes of that commitment.
Managed support covers monitoring, security patching, backup verification and a
defined response level for reported issues. The client agrees to route support
requests through the agreed channel and to provide the information needed to
reproduce reported problems, so that the studio can resolve them efficiently.
10. Fees, Payment and Invoicing
Fees are stated in the proposal or the statement of work in the currency agreed by
both parties. Fixed price projects are invoiced according to the milestone schedule
in the agreement, and time and materials work is invoiced monthly against approved
records of effort. All invoices state the work period and the basis of the charge.
Invoices are payable within the period stated on the invoice, which is usually thirty
days from the invoice date unless a different period is agreed. If payment is late,
the studio may suspend work on the affected project until the outstanding amount is
settled, and interest may accrue on overdue amounts at the rate allowed by law.
The studio does not begin paid work without a signed agreement, and it does not charge
for work that has not been agreed. If a client cancels a project after work has
started, the client pays for the work completed to the date of cancellation plus any
costs that cannot be recovered, and the studio returns all deliverables produced to
that point.
11. Taxes and Duties
Prices quoted for goods are exclusive of taxes, customs duties and other charges
unless the quotation states otherwise. The buyer is responsible for any value added
tax, sales tax, customs duty or other levy that applies to a transaction in the
jurisdiction of the buyer or the destination of the goods.
For services, the studio invoices in accordance with the tax rules of its own
jurisdiction and includes any applicable tax as a separate line where required.
Clients are responsible for self-assessment of taxes on services where the law of
their jurisdiction places that duty on the recipient.
Both parties agree to provide the documentation and information reasonably needed for
the correct application of taxes and duties, and to cooperate in good faith where a
tax authority requests clarification of a transaction.
12. Shipping and Delivery Terms
Delivery terms for physical goods are stated in the order confirmation and follow
standard international trade practice. The studio prepares the commercial documents,
coordinates the carrier and provides tracking information as soon as it is available.
Delivery dates are estimates made in good faith. While the studio has a strong record
of on-time delivery, it cannot guarantee an exact date where factors outside its
control affect the journey, such as port congestion, customs inspections, weather or
the acts of carriers and authorities. Where a delay occurs, the studio notifies the
buyer as soon as the delay becomes known and provides a revised estimate.
The buyer must check goods on receipt and report any damage or shortage within the
period stated in the confirmation, which is usually five business days. Claims made
after that period may not be accepted, because the evidence needed to pursue a carrier
claim is strongest in the days immediately after delivery.
13. Intellectual Property Rights
The website, including its design, text, graphics and the underlying software, is the
property of the company or its licensors and is protected by copyright, trademark and
other intellectual property laws. You may view and print pages for your own business
information, but you may not reproduce or redistribute the content for commercial
purposes without written permission.
For commissioned work, ownership is agreed in the engagement contract. In general,
custom application code written specifically for a client is assigned to the client
upon full payment, while the studio retains ownership of its pre-existing tools,
libraries, frameworks and design patterns. This division lets the client own the
unique work while the studio keeps its reusable foundation efficient for future
clients.
The client grants the studio a license to use the client brand, content and data to
the extent needed to deliver the service, and to refer to the engagement in the
studio portfolio unless the client requests otherwise in writing.
14. Client Content and Data
You remain the owner of the content and data that you provide or that is generated
for your business through the services. The studio acts as a processor of that data
on your behalf and uses it only to deliver the agreed services, to maintain the
systems and to meet its legal obligations.
You are responsible for the lawfulness of the data you load into a system, including
any personal data of your own customers, and for obtaining whatever consents the use
of that data requires. The studio handles personal data in line with its Privacy
Policy, which is published on the website and incorporated into these terms by
reference.
On termination of an engagement, the studio returns or deletes client data as the
client directs, subject to any legal retention requirement, and confirms the action
in writing. Data that cannot be deleted because it is embedded in system backups is
destroyed at the end of the normal backup retention cycle.
15. Confidentiality
Each party may receive confidential information from the other during an engagement,
including business plans, pricing, technical designs, trade data and internal
records. Confidential information is used only for the purpose of the engagement and
is not disclosed to anyone outside the party receiving it, except for the employees
and contractors who need it to perform the work.
This obligation does not apply to information that is already public, that is
independently developed, that is lawfully received from a third party, or that must be
disclosed to comply with the law. Where a disclosure is legally required, the party
disclosing the information notifies the other party in advance where that is lawful
and practical.
Confidential information is returned or destroyed when the engagement ends, unless it
must be retained for legal or record keeping reasons. The obligation of confidence
survives the end of the engagement.
16. Warranties and Disclaimers
The studio warrants that its services will be performed with reasonable skill and
care, that deliverables will conform to the agreed specifications, and that the work
will be free from defects reported during the handover period, which the studio will
correct at no charge.
Except for the warranties stated in this section, the services and the website are
provided on an as is and as available basis. The studio makes no warranty that the
services will meet every expectation, be error free or operate without interruption.
The studio does not warrant the accuracy or completeness of third party data that
flows through its systems, such as carrier updates or exchange rates supplied by
outside providers.
The studio relies on information supplied by clients and on the integrity of third
party systems. It is not responsible for results that are affected by incorrect
client data, by unauthorized changes, or by failures of components that the studio
does not control.
17. Limitation of Liability
To the maximum extent permitted by law, the studio is not liable for indirect,
incidental, special, consequential or punitive damages, or for loss of profit,
revenue, data or goodwill, arising out of the use of the website or the services,
even if the studio was advised of the possibility of such damages.
The total liability of the studio for any claim arising out of an engagement is
limited to the amount the client paid the studio for the specific project or service
during the twelve months preceding the claim. This cap does not apply where liability
cannot be limited by law, such as liability for gross negligence or for willful
misconduct.
The limitations in this section are a core part of the bargain between the parties.
They apply to all claims, whether in contract, in tort, by statute or otherwise, and
they apply even if a remedy fails of its essential purpose.
18. Indemnification
You agree to indemnify and hold harmless the company, its officers, employees and
contractors from and against any claims, losses, damages, costs and expenses,
including reasonable legal fees, that arise out of your use of the services, your
violation of these terms, or your violation of the rights of any third party.
This obligation includes claims that arise from goods or data that you place into the
trade, from content you submit through the website, and from any act or omission of
your personnel while using the systems. You are responsible for your own trade
decisions and for the lawfulness of the products you move.
The studio will notify you promptly of any claim covered by this indemnity, will
allow you to control the defense with counsel of your choice, and will cooperate with
that defense at your reasonable request and expense.
19. Termination
Either party may terminate an engagement for convenience by giving the written notice
period stated in the agreement, which is usually thirty days. On termination, work
stops at the end of the notice period and the client pays for all work completed and
all non-cancellable costs incurred to that date.
Either party may terminate an engagement immediately where the other party commits a
material breach that is not remedied within the notice period set out in the written
notice of the breach. The studio may also suspend or terminate access to the website
or the services where continued use would violate the law or these terms.
The sections of these terms that by their nature should survive termination do
survive, including the sections on intellectual property, confidentiality, limitation
of liability, indemnification and governing law.
20. Governing Law and Dispute Resolution
These terms are governed by and construed in accordance with the laws of the People
Republic of China, without regard to its conflict of law principles. Any dispute that
arises out of these terms is first referred to good faith negotiation between the
parties, with each party represented by a senior member of its management.
Where the parties cannot resolve a dispute through negotiation within thirty days, the
dispute is submitted to arbitration in Changsha in accordance with the rules of the
arbitration institution chosen by agreement, and the arbitration award is final and
binding on both parties.
Nothing in this section prevents either party from seeking an interim injunction or
urgent protective measures from a court of competent jurisdiction where a delay could
cause irreparable harm. For any matter that is not subject to arbitration, the courts
of Changsha have jurisdiction.
21. Severability and Waiver
If any provision of these terms is held to be invalid, illegal or unenforceable by a
court or arbitrator, the remaining provisions continue in full force and effect. The
invalid provision is modified to the minimum extent necessary to make it enforceable
while preserving the intent of the original wording.
A failure by either party to enforce a provision does not waive the right to enforce
that provision later. A waiver is effective only if it is in writing and signed by the
party granting it, and a single waiver does not extend to any other provision or to a
later breach of the same provision.
These terms operate alongside any specific engagement agreement, and where the
specific agreement addresses a matter, the specific agreement governs that matter.
22. Entire Agreement
These terms, together with the Privacy Policy, any statement of work, and any order
confirmation, constitute the entire agreement between you and the company regarding
the website and the services. They replace all earlier discussions, representations
and agreements, whether written or oral.
No representation or promise made by the studio in conversation or in preliminary
correspondence creates an obligation unless it is reflected in the written agreement.
This prevents misunderstandings about the scope and the price of the work, and it
protects both parties equally.
The headings used in these terms are for convenience only and do not affect their
interpretation. Words in the singular include the plural, and words in one gender
include all genders, unless the context requires otherwise.
23. Contact Information
Questions about these terms, about an order, or about the services should be directed
to the studio by email, telephone or post. The studio answers correspondence promptly
and will direct a question to the person best placed to answer it.
Changsha Yingyueyan Electronic Trading Co., Ltd.
No. 55, Aoxia Group, Yangtan Village, Gaoping Town,
Liuyang, Changsha - 410000, China (CN)
Before legal action, the parties will try to resolve any disagreement through the
negotiation process described in Section 20, because a working relationship that
survives its disagreements is worth protecting.