Terms of Use

These terms of use apply to all consulting services proposed or provided by the consultant and are provided to the client in whole or in part.

This general terms of use shall be subject to the following definitions:

• Consultant refers to the author of these terms of use (Hongshin Inc.) providing consulting services.
• Client refers to the organization or company entering into the agreement.
• Contract refers to all agreements between the client and consultant defining the scope of the contract, services to be provided by the consultant, and the fee schedule for such services. Specifically, the contract consists of a purchase order, these terms of use, and any other documents (or parts thereof) specified in the purchase order.
• Confidential Information refers to all information related to the contract disclosed by the client to the consultant, or vice versa, directly or indirectly. Confidential Information may include but is not limited to ideas and other information, products, specifications, formulas, equipment, models, employee interviews, records, quality monitoring plans/programs, training materials, business strategies, customer lists, know-how, and drawings, among others.
• Force Majeure refers to any event beyond the reasonable control of the affected party, including compliance with orders of government or governmental agencies, war, riots, acts of public enemies, fire, strikes, labor disputes, accidents, or any other cause affecting a party's ability to perform its obligations.
• Project refers to the services provided by the consultant to the client as specified in the purchase order.
• Purchase Order refers to all documents provided by the client to the consultant describing the services to be provided by the consultant and any documents the client provides to the consultant to enable the consultant to perform its duties.

1. These general terms apply to all services provided to the client by or on behalf of the consultant and to all legal relationships between the consultant and the client.
2. These general terms replace all previous oral and written quotations, communications, contracts, and understandings of the parties and prevail over any conditions contained in the client's order, tender, or other terms submitted by the client. The failure of the consultant to object to terms proposed by the client, including in the client's contract or terms, shall not be construed as an acceptance of the client's terms under any circumstances. The commencement of work by the consultant or the provision of services by the consultant shall not be construed as acceptance of the client's conditions. Any communication or action by the client confirming acceptance of these general terms shall be deemed unconditional acceptance of these general terms.
3. By contracting on the basis of these general terms, the client expressly agrees to the applicability of these general terms to future contracts between the client and the consultant, even if not explicitly stated.

1. The consultant shall determine the manner and persons by which the work shall be carried out, taking into account reasonable requests expressed by the client.
2. The consultant shall complete the project with reasonable skill and diligence in accordance with the contract.
3. Consequently, the client acknowledges that the schedule allocated for the performance of the contract may change if the services to be provided are modified following the contract and/or contract termination.
4. In situations where work that cannot be attributed to the consultant must be performed, the consultant may amend the work considered necessary to comply with agreed quality standards and specifications. The client shall bear all costs incurred as a result of such changes.
5. The consultant may, at its discretion and where possible, substitute the person responsible for carrying out the work, subject to agreement with the client, if the consultant believes that such substitution would assist in the performance of the work.
6. The consultant shall provide the client with reports on its work on the project at intervals and in formats as may be requested from time to time by the client. The client shall have the right to inform the consultant of any modifications it wishes to make to the requirements relating to the project. Such modifications shall not be effective until agreed upon by the parties concerning fees, completion dates, and other consequences.

The consultant may engage subcontractors or individuals freely in carrying out the project utilizing specific expertise. However, the consultant shall enter into confidentiality obligations similar to those applicable to the consultant with such third parties. Upon client request, the consultant shall identify such subcontractors or individuals specifying the particular expertise in each case.

1. The client shall always make available to the consultant, in a designated format and manner, all information and documents it considers necessary for the proper execution of the contract. Additionally, the client shall provide all cooperation necessary for the timely performance of services.
2. The client shall ensure that the consultant's employees always work under safe conditions in compliance with relevant health and safety regulations and environmental rules. The client shall indemnify and hold harmless the consultant against any loss, cost, or damage arising from or related to this.
3. The client shall formally inform the consultant of all facts and circumstances that may be relevant to the execution of the contract.
4. The client shall ensure the accuracy, completeness, and reliability of all information provided to the consultant.

1. The client shall pay the consultant's fees at the rates specified in the purchase order.
2. Unless otherwise specified in the contract, the consultant shall be entitled to reimbursement from the client for all reasonable and appropriate travel and accommodation expenses incurred during the performance of duties under this contract, subject to the condition that the client may demand reasonable evidence of such expenses.
3. Unless otherwise specified in the contract, payment shall be made within 30 days of receipt of an invoice submitted after completion of work. Payment shall be made to the bank account specified in the invoice.
4. VAT (where applicable) shall be separately indicated on all invoices.
5. Additional costs arising from delays in service completion due to the client's failure to properly provide requested information and documents shall be borne entirely by the client.

All results created by the consultant in the project, including reports, other documents, and materials, unless specified in the contract or other documents, shall become the property of the client. The consultant shall provide all reasonable assistance to enable the client to apply for patents, copyrights, and other intellectual property rights related to such results.

1. The consultant shall maintain and not disclose confidential information and ensure that its employees do not disclose confidential information obtained during the performance of the project. The foregoing shall not apply to (1) information already in the public domain without fault of the consultant, (2) information already known to the consultant without obligation of confidentiality, (3) information obtained lawfully from a third party not under an obligation of confidentiality, or (4) information that must be disclosed by the consultant pursuant to law, legitimate government, quasi-governmental, or judicial orders.
2. The client may not publish or otherwise use the content of proposals, reports, presentations, memos, or other communications by the consultant, except with the consultant's prior written consent. Additionally, the client shall not disclose the consultant's methods and work strategies without the consultant's written consent.
3. The provisions of this Article 8 shall apply during the term of the contract and for 5 years thereafter.

1. The consultant and the person proposed by the consultant to perform the project shall not be liable if the services provided in the project or the results generated thereby are not entirely accurate, and the consultant or the person proposed by the consultant to perform the project does not explicitly or implicitly guarantee the performance thereof. The consultant performing the project guarantees, explicitly or implicitly, that the performance of the project by the consultant will not infringe on the intellectual property rights of third parties.
2. The consultant or the person proposed by the consultant to perform the project shall not be liable for any loss, destruction, or damage (including injury or death) caused to the client, the client's employees, or third parties, except to the extent proven to be caused by the gross negligence or intentional wrongful acts of the consultant or the consultant's employees. The client shall indemnify the consultant for any damages resulting therefrom.
3. The client shall not be liable for any loss, destruction, or damage (including injury or death) of any kind caused by the consultant, the consultant's employees, or third parties resulting from the client's performance-related misconduct or intentional unlawful acts in connection with the performance by the consultant, the consultant's employees, or third parties. The consultant shall indemnify the client for any damages resulting therefrom.
4. If a party is found to be liable to the other party for damages, breach of contract, or other reasons, the liability of the consultant shall in no event exceed the total project cost. In no event shall either party be liable to the other party for any consequential, indirect, special, incidental, or punitive damages of any nature.

1. The time or date specified in the contract for the consultant to provide or complete services in accordance with the project is an estimate and shall not be considered essential. Furthermore, the parties acknowledge that the schedule set for the performance of the contract may change during the performance thereof. In no event shall the consultant be liable for delays in the provision of such services.
2. Either party may terminate the contract by giving written notice to the other party under the following circumstances:
   • If the defaulting party fails to remedy its default status within 30 days after being notified in writing by the aggrieved party of the default status relating to a material obligation that the defaulting party must perform under the contract and/or terms.
   • If it is affected by force majeure that cannot be eliminated, overcome, or mitigated within 3 months.
   • If it is adjudged bankrupt or insolvent.
3. If the client issues a termination notice, the client shall pay the consultant the agreed fees allocated to services already provided by the consultant and compensation equal to any additional costs incurred by the consultant as a result of early termination.
4. If, due to unforeseen circumstances, the consultant cannot reasonably be expected to complete the work, the consultant may unilaterally terminate the contract and the performance thereof. The client shall be responsible for paying the consultant the amount of the fee payable for services already performed while entitled to receive the results of services already performed.

The consultant shall perform the contract as an independent contractor and shall not be an employee or agent of the client.

All notices provided under the contract shall be in writing and shall be provided by mail, registered mail, or fax transmission to the address mentioned in the purchase order or to any other address provided to the parties. Written submission may be replaced by email upon prior agreement between the parties.

1. The consultant shall perform its obligations under the contract in a manner that complies with relevant legal requirements.
2. Without prejudice to the generality of Article 13, in performing its obligations under the contract, the consultant shall comply with current legal requirements concerning health, safety, and welfare at work and related requirements that arise therefrom.

1. All disputes that cannot be resolved amicably shall be submitted to the competent courts of the United States, and the parties shall consent to the jurisdiction of the United States courts.
2. The contract and terms shall be governed by and interpreted in accordance with the laws of the State of Virginia, United States.

Neither party shall be liable for any damages, losses, costs, or expenses arising from or in connection with events of force majeure. In the event of an occurrence of force majeure, the suffering party shall immediately notify the other party in writing of the cause and its impact on performance.