Terms of Service

Last updated: June 23, 2026 · Danzhou Weismile Technology Co., Ltd.

These Terms of Service (Terms) constitute a legally binding agreement between you (Client, you, or your) and Danzhou Weismile Technology Co., Ltd. (WeiSmile, we, us, or our), a company organized under the laws of the People's Republic of China with its registered office at Room 815, Unit 8, Building A, Lingshi International, Beibuwan Avenue, Danzhou City, Hainan Province, 571700, China.

By accessing our website at weismile.buzz (the Site), engaging our professional services, or otherwise interacting with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access the Site or use our services.

1. Definitions

For the purposes of these Terms, the following definitions apply:

  • Services means the computer systems design, systems integration, network architecture, cloud solutions, cybersecurity consulting, and all related professional services provided by WeiSmile.
  • Deliverables means all reports, designs, diagrams, specifications, code, documentation, and other materials produced by WeiSmile in the course of providing Services.
  • Engagement means any project, consultation, retainer arrangement, or other service relationship between WeiSmile and the Client.
  • Statement of Work or SOW means a written document describing the scope, timeline, deliverables, and fees for a specific Engagement, executed by both parties.
  • Confidential Information means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Scope of Services

WeiSmile provides professional computer systems design and integration services. The specific scope, deliverables, timeline, and fees for each Engagement shall be set forth in a separate Statement of Work executed by both parties. No Services shall commence, and no obligation to pay shall arise, until a mutually signed SOW is in place.

WeiSmile reserves the right to decline any Engagement at its sole discretion, including but not limited to situations where the proposed work falls outside our areas of expertise, presents a conflict of interest, or involves requirements that cannot reasonably be met.

3. Client Obligations

To enable WeiSmile to perform the Services effectively, the Client agrees to:

  • Provide accurate, complete, and timely information about existing systems, infrastructure, business requirements, and any constraints relevant to the Engagement.
  • Grant WeiSmile reasonable access to systems, personnel, facilities, and data necessary for the performance of the Services.
  • Designate a primary point of contact with authority to make decisions and provide approvals on behalf of the Client.
  • Review and respond to deliverables, queries, and requests for feedback within the timeframes specified in the applicable SOW.
  • Ensure that all information and materials provided to WeiSmile do not infringe upon the intellectual property rights of any third party.

WeiSmile shall not be liable for delays, non-performance, or additional costs arising from the Client's failure to meet these obligations.

4. Fees and Payment

Fees for Services shall be set forth in the applicable SOW and may be structured as fixed-price, time-and-materials, retainer, or milestone-based arrangements. Unless otherwise specified in the SOW:

  • Invoices are payable within thirty (30) calendar days of the invoice date.
  • Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.
  • All fees are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the Client.
  • WeiSmile reserves the right to suspend Services if any invoice remains unpaid for more than forty-five (45) days past its due date, provided WeiSmile has given the Client at least ten (10) days prior written notice of its intent to suspend.
  • Expenses reasonably incurred in the performance of Services — such as travel, software licenses procured on the Client's behalf, and third-party service fees — shall be reimbursed by the Client, subject to prior approval as specified in the SOW.

5. Intellectual Property

5.1 Pre-Existing Materials

Each party retains all right, title, and interest in and to its pre-existing intellectual property. No license to pre-existing intellectual property is granted except as expressly set forth in these Terms or the applicable SOW.

5.2 Deliverables

Unless otherwise specified in the SOW, upon full payment of all fees due for the applicable Engagement, WeiSmile assigns to the Client all right, title, and interest in the Deliverables created specifically for the Client under that Engagement. WeiSmile retains a non-exclusive, perpetual, irrevocable, royalty-free license to use general know-how, methodologies, techniques, ideas, and concepts developed or employed in the course of providing the Services, provided such use does not disclose the Client's Confidential Information.

5.3 Third-Party Components

Deliverables may incorporate or depend upon third-party software, libraries, or components. Such components remain subject to their respective licenses, and WeiSmile makes no claim of ownership over them. WeiSmile shall identify material third-party components and their licenses in the relevant Deliverables.

6. Confidentiality

Each party agrees to protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. Neither party shall disclose the other's Confidential Information to any third party without the disclosing party's prior written consent, except:

  • To its employees, contractors, and agents who need to know such information for the performance of the Engagement and who are bound by confidentiality obligations at least as restrictive as those in these Terms.
  • As required by law, regulation, or court order, provided the receiving party gives the disclosing party prompt notice (where legally permitted) and reasonable assistance to contest or limit the disclosure.

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; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction on disclosure.

The obligations of confidentiality shall survive termination or expiration of these Terms for a period of five (5) years, or indefinitely with respect to trade secrets.

7. Warranties and Disclaimers

7.1 Mutual Warranties

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into these Terms and to perform its obligations hereunder; and (b) its performance under these Terms does not and will not violate any applicable law or regulation.

7.2 Service Warranty

WeiSmile warrants that the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If any Service fails to meet this standard, WeiSmile shall, as its sole obligation and the Client's exclusive remedy, re-perform the non-conforming Service at no additional charge, provided the Client notifies WeiSmile in writing of the non-conformance within thirty (30) days of delivery.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN AS-IS BASIS, AND WEISMILE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WEISMILE DOES NOT WARRANT THAT ANY SYSTEM DESIGNED OR IMPLEMENTED PURSUANT TO THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR INVULNERABLE TO SECURITY BREACHES.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEISMILE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF WEISMILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WEISMILE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO WEISMILE UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations shall not apply to: (a) liability arising from death or personal injury caused by negligence; (b) liability arising from fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

9. Indemnification

The Client agrees to indemnify, defend, and hold harmless WeiSmile, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

  • The Client's use of or reliance upon any Deliverables in a manner not contemplated by the applicable SOW.
  • The Client's breach of any representation, warranty, or obligation under these Terms.
  • Any claim that materials, data, or instructions provided by the Client infringe the intellectual property rights of a third party.

10. Term and Termination

These Terms shall remain in effect for the duration of any active Engagement and shall survive thereafter to the extent necessary to give effect to provisions that by their nature should survive, including but not limited to Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Warranties and Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), and 12 (Governing Law).

Either party may terminate an individual SOW: (a) upon thirty (30) days written notice for convenience, subject to payment for Services rendered through the effective date of termination; or (b) immediately upon written notice if the other party commits a material breach of these Terms or the applicable SOW and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

Upon termination of an SOW, the Client shall pay WeiSmile for all Services performed and expenses incurred through the effective date of termination. WeiSmile shall deliver to the Client all completed and in-progress Deliverables for which payment has been received.

11. Website Use

By accessing the Site, you agree not to:

  • Use the Site in any way that violates applicable laws or regulations.
  • Attempt to gain unauthorized access to any portion of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
  • Introduce any viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Use any automated means, including robots, spiders, or scrapers, to access the Site for any purpose without our express written permission.
  • Reproduce, duplicate, copy, or resell any part of the Site in contravention of these Terms.

The content on the Site is provided for general information only. While we endeavor to keep information up to date and correct, we make no representations or warranties of any kind about the completeness, accuracy, reliability, suitability, or availability of the information contained on the Site.

12. Governing Law and Dispute Resolution

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 law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good-faith negotiations between the parties. If the parties are unable to resolve the dispute within thirty (30) days of one party's written notice to the other, either party may submit the dispute to the exclusive jurisdiction of the competent courts located in Hainan Province, China.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any executed SOWs and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

13.2 Amendments

WeiSmile may modify these Terms from time to time. Material modifications shall be communicated to Clients via email or through a prominent notice on the Site. Modifications to an existing SOW require the written agreement of both parties.

13.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

13.4 Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise. A waiver must be in writing and signed by the waiving party to be effective.

13.5 Assignment

Neither party may assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of the other party, except that WeiSmile may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be void.

13.6 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government orders, pandemics, labor disputes, internet or utility failures, or any other event that could not reasonably have been anticipated or prevented.

13.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

13.8 Notices

All notices required or permitted under these Terms shall be in writing and delivered by email (with confirmation of receipt) or by internationally recognized courier service to the addresses set forth below or to such other address as either party may designate in writing:

Danzhou Weismile Technology Co., Ltd.
Room 815, Unit 8, Building A, Lingshi International
Beibuwan Avenue
Danzhou City, Hainan Province, 571700
China
Email: haishan@weismile.buzz
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