Terms of Service

Terms and conditions governing your use of Sand Rock website and services

Last Updated: October 15, 2024 | Effective Date: October 15, 2024

1. Introduction and Acceptance

These Terms of Service (the Terms) constitute a legally binding agreement between you (the User, Client, or you) and Sand Rock, the trade name of Songyuan Shalei Network Technology Co., Ltd., a company organized under the laws of the Peoples Republic of China with its registered address at Room A0131, 4th Floor, No. 102 Commercial Enterprise, Building 2, Commercial Complex, Boxue Road, Ningjiang District, Songyuan City 131000, China (referred to as Sand Rock, we, our, or us).

By accessing our website at https://www.sandrock.hair, engaging our computer systems design and integration services, or otherwise interacting with us in a business capacity, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must not use our website or services.

These Terms apply to all visitors, users, and clients of the Sand Rock website and services. By accessing or using any part of our website or services, you represent that you are at least 18 years of age and have the legal capacity to enter into a binding agreement.

2. Definitions

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

  • Services refers to the computer systems design, systems integration, IT infrastructure architecture, cloud engineering, cybersecurity consulting, digital transformation, and related professional services provided by Sand Rock.
  • Website refers to the Sand Rock website accessible at https://www.sandrock.hair and any subdomains, related domains, or successor websites.
  • Content refers to all text, graphics, images, data, information, documents, software, code, designs, and other materials made available on or through the Website or Services.
  • Client refers to any individual or entity that has entered into a service agreement, statement of work, or other contractual arrangement with Sand Rock for the provision of Services.
  • User refers to any individual who accesses or uses the Website, whether or not they have engaged Sand Rock for Services.
  • Statement of Work or SOW refers to a written document executed by both parties that defines the specific scope, deliverables, timeline, and fees for a particular Services engagement.

3. Description of Services

Sand Rock provides professional services in the field of computer systems design and related services within the Professional, Scientific, and Technical Services sector. Our core service offerings include:

  • IT infrastructure architecture design and implementation
  • Cloud architecture consulting and migration services
  • Cybersecurity engineering and security architecture design
  • Enterprise systems integration and interoperability solutions
  • DevOps and platform engineering consulting
  • Digital transformation strategy and execution
  • Network design, optimization, and management
  • Managed IT services and ongoing infrastructure support
  • Technology assessment, due diligence, and advisory services
  • Custom software architecture and system design consulting

The specific scope, deliverables, timeline, assumptions, dependencies, and commercial terms for any Services engagement will be defined in a separate Statement of Work, service agreement, or other written contract executed by authorized representatives of both parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall govern with respect to the specific Services engagement described therein.

4. Website Use and Acceptable Conduct

4.1 Permitted Use

The Website is intended to provide information about Sand Rock and its Services. You may browse the Website, download and print materials for your personal non-commercial reference, and submit inquiries through our contact forms, provided you comply with these Terms in all respects.

4.2 Prohibited Activities

In using the Website, you agree not to:

  • Use the Website in any way that violates applicable laws, regulations, or these Terms
  • Engage in any activity that interferes with or disrupts the Website, its servers, or networks
  • Attempt to gain unauthorized access to any portion of the Website, related systems, or data
  • Use any automated means including robots, spiders, scrapers, or crawlers to access, extract, or collect data from the Website without our express written permission
  • Transmit any malware, viruses, worms, Trojan horses, or other harmful code through the Website
  • Impersonate any person or entity or misrepresent your affiliation with any person or entity
  • Submit false, misleading, or fraudulent information through our contact forms
  • Use the Website for any commercial purpose not expressly authorized, including reselling access or republishing content without attribution and permission
  • Reverse engineer, decompile, or disassemble any aspect of the Website

4.3 Account Security

If you are provided with account credentials for any client portal, project management platform, or other system we make available, you are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

5. Intellectual Property Rights

5.1 Website Content

All Content available on the Website, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the design and arrangement thereof, is the property of Sand Rock or its content suppliers and is protected by applicable copyright, trademark, trade dress, and other intellectual property laws. The Sand Rock name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Sand Rock or Songyuan Shalei Network Technology Co., Ltd.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Content from our Website except as expressly permitted by these Terms or with our prior written consent.

5.2 Client Deliverables

Unless otherwise agreed in a written Statement of Work, intellectual property rights in deliverables created specifically for a Client as part of a Services engagement shall be addressed as follows:

  • Pre-Existing Materials: Each party retains ownership of its pre-existing intellectual property, tools, methodologies, frameworks, and know-how brought to the engagement.
  • Custom Deliverables: Intellectual property rights in architecture designs, configuration code, documentation, and other deliverables created specifically for the Client shall be assigned to the Client upon full payment of all fees due for the engagement.
  • General Knowledge: Sand Rock retains the right to use general skills, knowledge, experience, ideas, concepts, and techniques gained during the course of providing Services for other clients and future work, provided such use does not disclose Client confidential information.
  • Open Source Components: Any open source software components used in deliverables shall remain subject to their respective open source licenses.

5.3 User Submissions

Any information, feedback, suggestions, ideas, or materials you submit through the Website or in communications with us, other than personal information governed by our Privacy Policy, shall be considered non-confidential and non-proprietary. By submitting such materials, you grant Sand Rock a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, and display such materials in any media for any purpose related to our business operations.

6. Confidentiality

In the course of providing Services, Sand Rock may receive confidential information from Clients including trade secrets, business plans, technical specifications, system architectures, security configurations, financial data, customer information, and other proprietary materials clearly identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

Sand Rock agrees to:

  • Use confidential information solely for the purpose of providing the Services under the applicable SOW
  • Protect confidential information using at least the same degree of care used to protect its own confidential information, but no less than reasonable care
  • Limit access to confidential information to personnel who have a need to know and who are bound by confidentiality obligations
  • Not disclose confidential information to third parties without prior written consent, except as required by law or court order

Confidentiality obligations shall not apply to information that is publicly known through no breach by the receiving party, independently developed without reference to the confidential information, rightfully received from a third party without restriction, or required to be disclosed by law or legal process.

7. Fees, Payment, and Taxes

7.1 Service Fees

Fees for Services shall be specified in the applicable Statement of Work or service agreement. Fee structures may include fixed-price project fees, time-and-materials rates, retainer arrangements, or other models as mutually agreed. All fees are stated and payable in the currency specified in the SOW.

7.2 Payment Terms

Unless otherwise specified in the applicable SOW, standard payment terms are net 30 days from the date of invoice. Sand Rock reserves the right to suspend or terminate Services if payment is not received within 15 days after written notice of non-payment. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

7.3 Expenses

Reasonable out-of-pocket expenses incurred in connection with the Services, including travel, accommodation, and third-party software or service fees specifically approved by the Client, will be invoiced at cost or as otherwise specified in the SOW.

7.4 Taxes

All fees are exclusive of applicable taxes, duties, levies, and similar governmental assessments. The Client is responsible for all sales, use, value-added, goods and services, withholding, and similar taxes arising from the Services, excluding taxes based on Sand Rocks net income. If the Client is required by law to withhold any taxes from payments to Sand Rock, the Client shall gross up the payment so that Sand Rock receives the agreed fee net of such withholding.

8. Warranties and Disclaimers

8.1 Service Warranty

Sand Rock warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards for computer systems design and integration services. This warranty is valid for a period of 30 days following completion of the Services or, if a longer warranty period is specified in the applicable SOW, for that longer period.

The Clients sole and exclusive remedy for breach of this warranty shall be reperformance of the non-conforming Services or, if reperformance is not commercially practicable, a refund of fees paid for the non-conforming portion of the Services.

8.2 Website Disclaimer

THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SAND ROCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

Sand Rock does not warrant that the Website will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any defects will be corrected. Use of the Website is at your own risk.

8.3 No Guarantee of Results

While Sand Rock applies professional skill and diligence in providing Services, we do not guarantee specific business outcomes, cost savings, performance improvements, or other results, unless expressly stated in a signed SOW. Client acknowledges that technology projects inherently involve uncertainty and that outcomes depend on factors beyond Sand Rocks control, including the Clients cooperation, the accuracy of information provided, and changes in technology or business conditions.

9. Limitation of Liability

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SAND ROCK AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO SAND ROCK FOR THE SPECIFIC SERVICES FROM WHICH THE CLAIM AROSE DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL SAND ROCK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions

The limitations in this Section 9 shall not apply to liability arising from death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law. Nothing in these Terms limits or excludes any rights that accrue to consumers under mandatory provisions of applicable consumer protection legislation.

10. Indemnification

You agree to defend, indemnify, and hold harmless Sand Rock, Songyuan Shalei Network Technology Co., Ltd., and their respective officers, directors, employees, agents, subcontractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses including reasonable attorneys fees arising from or related to:

  • Your use of or access to the Website in violation of these Terms
  • Your violation of any applicable law, regulation, or third-party right
  • Any content or information you submit, post, or transmit through the Website
  • Your negligence, willful misconduct, or fraudulent acts or omissions

Sand Rock reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

11. Term and Termination

11.1 Term

These Terms shall remain in effect for as long as you access or use the Website. For Services engagements, the term shall be defined in the applicable SOW.

11.2 Termination for Convenience

Either party may terminate a Services engagement for convenience upon the notice period specified in the applicable SOW, or if no notice period is specified, upon 30 days written notice. The Client shall pay for all Services performed through the effective date of termination and for any non-cancellable commitments made by Sand Rock in connection with the Services prior to receipt of the termination notice.

11.3 Termination for Cause

Either party may terminate a Services engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within 30 days after receiving written notice describing the breach in reasonable detail. Sand Rock may also terminate immediately if the Client fails to pay undisputed fees when due and does not cure within 10 days of written notice.

11.4 Effect of Termination

Upon termination of a Services engagement, Sand Rock shall deliver to the Client all work product and deliverables for which payment has been received. Each party shall return or destroy the other partys confidential information as directed. Provisions of these Terms that by their nature should survive termination shall survive, including confidentiality obligations, intellectual property provisions, warranty disclaimers, limitation of liability, indemnification, and governing law.

12. Third-Party Services and Links

The Website may contain links to third-party websites, services, tools, or resources. These links are provided for convenience only and do not constitute endorsement, sponsorship, or recommendation by Sand Rock. We have no control over and assume no responsibility for the content, privacy policies, terms of service, or practices of any third-party websites or services. You access and use third-party services at your own risk and should review their applicable terms and policies.

13. Dispute Resolution

13.1 Negotiation

In the event of any dispute arising from or relating to these Terms or the Services, the parties shall first attempt to resolve the dispute through good-faith negotiation. Either party may initiate negotiation by sending written notice describing the dispute and proposing a resolution. Senior representatives of each party with authority to settle the dispute shall meet, either in person or by videoconference, within 15 business days of such notice.

13.2 Mediation

If the dispute is not resolved through negotiation within 30 days, either party may refer the dispute to mediation administered by a mutually agreed mediation provider. The mediation shall be conducted in English. Each party shall bear its own costs of mediation, and the parties shall share equally the fees and expenses of the mediator.

13.3 Arbitration

If mediation does not resolve the dispute within 45 days of referral, the dispute shall be finally resolved by binding arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its arbitration rules in effect at the time of the arbitration. The arbitration shall be conducted in English, by a single arbitrator, in Songyuan City, Jilin Province, China. The arbitral award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

13.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, protect intellectual property rights, or preserve confidentiality, without first engaging in the negotiation and mediation procedures described above.

14. Governing Law and Jurisdiction

These Terms and any dispute arising from or relating to them shall be governed by and construed in accordance with the laws of the Peoples Republic of China, without giving effect to any conflict of law principles that would result in the application of the laws of another jurisdiction.

Subject to the dispute resolution provisions in Section 13, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Songyuan City, Jilin Province, China for any legal action or proceeding arising from or relating to these Terms.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any signed SOW or service agreement, constitute the entire agreement between you and Sand Rock concerning the subject matter hereof and supersede all prior or contemporaneous communications, representations, and agreements, whether oral or written.

15.2 Amendments

We reserve the right to modify these Terms at any time. Changes will be effective upon posting the revised Terms on the Website with an updated Last Updated date. For material changes, we will provide additional notice through the Website or direct communication where reasonably practicable. Your continued use of the Website or Services after the effective date of revised Terms constitutes acceptance of the changes.

15.3 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the original provision.

15.4 Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof. No single or partial exercise of any right shall preclude further exercise of that right or any other right. No waiver shall be effective unless made in writing and signed by the waiving party.

15.5 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent, which shall not be unreasonably withheld. Sand Rock may assign or transfer its rights and obligations to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets without your consent, provided the assignee agrees in writing to be bound by these Terms.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government orders or regulations, epidemic or pandemic, labor disputes, internet or telecommunications failures, or failure of third-party suppliers and subcontractors, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the effects of the force majeure event.

15.7 Relationship of the Parties

Sand Rock is an independent contractor. 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 or incur obligations on behalf of the other.

15.8 Notices

All legal notices under these Terms shall be in writing and delivered to the receiving party at the address specified in the applicable SOW, or if no address is specified, to Sand Rock at its registered address in Songyuan City, China, and to the Client at the address provided during engagement. Notices may be sent by email with delivery confirmation, by recognized international courier, or by registered or certified mail with return receipt requested.

15.9 Survival

All provisions of these Terms that by their nature are intended to survive termination or expiration shall survive, including but not limited to Sections 5 (Intellectual Property Rights), 6 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 13 (Dispute Resolution), 14 (Governing Law and Jurisdiction), and 15 (General Provisions).

16. Contact Information

For questions, concerns, or legal notices regarding these Terms of Service, please contact us at:

Organization NameSand Rock (Songyuan Shalei Network Technology Co., Ltd.)
AddressRoom A0131, 4th Floor, No. 102 Commercial Enterprise, Building 2, Commercial Complex, Boxue Road, Ningjiang District, Songyuan City 131000, China
Websitehttps://www.sandrock.hair
Emailmail@sandrock.hair
Phone+14246679477