Terms of Service

Agreement to These Terms

These Terms of Service govern the use of the huadantech.autos website and the engineering services provided by E CONS LIMITED. By browsing this website, by submitting an enquiry, or by engaging E CONS LIMITED for computer integrated systems design work, you agree to be bound by these terms. If you do not accept these terms, please do not use the website or engage our services.

Where a signed contract, statement of work or purchase order exists between E CONS LIMITED and a client, that document takes precedence over these terms to the extent of any conflict. These terms apply in addition to any such document and fill the gaps that the document does not address.

Definitions

In these terms, the Company means E CONS LIMITED. The Client means the person or organisation that engages the Company or uses the website. The Services means the engineering, design, integration, commissioning, reporting and support work that the Company provides. The Site means the website located at huadantech.autos. Deliverables means the drawings, records, configurations, reports and other items produced for the Client. These definitions apply whether the words appear in the singular or the plural.

Eligibility and Authority

The website and the Services are intended for businesses and for adults acting in a professional capacity. By using the website or engaging the Company, you confirm that you have the legal authority to enter into a binding agreement and, where you act for an organisation, that you are authorised to bind that organisation.

The Company may decline an engagement where it lacks the technical capacity, the required certification, or the ability to perform safely. Where an engagement would create a conflict of interest, the Company will disclose the conflict and will proceed only where the matter can be managed openly.

Scope of Services

E CONS LIMITED engineers the control and data layer of industrial facilities. The Services may include process control integration, sensor and actuator networks, SCADA and reporting pipelines, retrofits and cutover programs, compliance and audit tooling, and supervised maintenance systems. The precise scope for a given engagement is defined in a proposal, statement of work or contract.

Work that falls outside the agreed scope is treated as a change and is handled through the change control process described below. The Company does not accept responsibility for outcomes that depend on systems, equipment or decisions that lie outside its agreed scope.

Proposals and Quotations

Proposals and quotations are prepared on the basis of the information available at the time. They describe the assumed conditions, the deliverables, the programme and the price. Unless stated otherwise, a proposal remains open for thirty days from the date of issue.

A proposal becomes a binding agreement when the Client accepts it in writing or issues a purchase order that the Company accepts. Where the actual conditions on site differ materially from the assumptions in the proposal, the Company will notify the Client and the parties will agree an adjustment before the affected work proceeds.

Client Responsibilities

The Client agrees to provide accurate information about the plant, the process and the existing control systems. The Client agrees to nominate a project contact who can make or obtain timely decisions, to provide reasonable access to people and records, and to give the Company advance notice of any constraint that could affect the work.

• Supplying current drawings, tag lists and configuration records where they exist.
• Making qualified personnel available for interviews, reviews and approvals.
• Providing power, network and workspace needed for commissioning activities.
• Obtaining any third party consent required for access or modification.
• Maintaining adequate backups before any change is applied.

Where the Client does not meet these responsibilities and the work is delayed or repeated as a result, the Company may charge for the additional effort at its standard rates.

Site Access and Safety

Where the Services require attendance at a site, the Client is responsible for site safety arrangements and for informing the Company of all known hazards. The Company will follow the safety rules of the site and will require its personnel to complete any required induction.

The Company may suspend work and remove its personnel from a site where it reasonably considers that conditions are unsafe or that instructions would require a breach of law or good engineering practice. Such a suspension is not a breach of contract, and the parties will agree a safe resumption as soon as the concern is resolved.

Cutover and Production Windows

Retrofits and cutovers are executed within production windows agreed in advance. The Client is responsible for confirming that a window remains available and for staffing the plant in a state that allows the agreed sequence to run. The Company is responsible for rehearsing the sequence, documenting the rollback path, and executing the change with the care described in its proposal.

Where a cutover must be abandoned for reasons outside the control of the Company, the rollback plan is followed and the parties agree a new window. The Company does not guarantee a zero interruption outcome where the Client changes the agreed conditions at short notice or where an undisclosed condition is discovered during execution.

Fees and Payment

Fees are stated in the applicable proposal or contract. Unless the parties agree a fixed price, the Company charges for time and materials at its prevailing rates, together with agreed expenses such as travel, accommodation and third party licences. Rates may be revised for new engagements on reasonable notice.

• Invoices are issued according to the milestone schedule in the contract.
• Unless stated otherwise, invoices are payable within thirty days of issue.
• Amounts that remain unpaid may attract interest at the rate stated in the contract.
• The Company may suspend work where undisputed invoices remain unpaid.

The Client agrees to raise any query about an invoice promptly and in writing, so that the parties can resolve the matter without disrupting the programme.

Taxes and Withholding

Fees are exclusive of applicable taxes unless the contract states otherwise. Each party is responsible for its own tax position. Where the law requires the Client to withhold an amount from a payment, the Client will provide the Company with the documentation needed to claim any available relief.

Change Control

The parties expect changes to occur as understanding of a plant improves. A change is handled by a short written request that describes the new requirement, followed by an assessment of the effect on scope, programme and price. Work on the change begins when both parties confirm their agreement.

Changes are recorded in a change register so that the final state of the system can always be explained. This discipline protects both parties and is consistent with the Company promise that every turn is logged.

Intellectual Property

The Company retains ownership of its pre existing methods, templates, libraries, tooling and know how. The Client receives a perpetual licence to use the Deliverables for the operation and maintenance of its own facility, once the agreed fees have been paid.

The Client retains ownership of its own plant data, drawings and specifications. Third party software supplied under the engagement remains subject to the licence terms of the relevant vendor, and the Client agrees to comply with those terms.

Client Materials and Data

The Client grants the Company a limited licence to use its materials and data for the purpose of performing the Services. The Company will handle this material as confidential and will not use it for any other client or for any purpose outside the engagement.

The Client confirms that it has the right to share the material it provides and that doing so does not breach a third party right. On completion of the engagement, the Company returns or deletes the material according to the contract and its retention rules.

Confidentiality

Each party may receive confidential information from the other. Both parties agree to keep such information secure, to use it only for the purpose of the engagement, and to disclose it only to personnel who need it and who are bound by confidentiality obligations.

These obligations do not apply to information that is already public, that is received lawfully from another source, or that must be disclosed by law or by a regulator. Where disclosure is compelled, the party subject to the requirement will, where lawful, notify the other in advance.

Warranties

The Company warrants that it will perform the Services with the reasonable skill and care expected of a competent engineering practice and in accordance with applicable law. Where a Deliverable does not conform to the agreed specification within the warranty period stated in the contract, the Company will correct the non conformance at no additional charge.

Except as stated above, and to the extent permitted by law, the Company gives no other warranty, whether express or implied, including any implied warranty of fitness for a particular purpose. The Client is responsible for deciding whether a Deliverable is suitable for its own operation.

Acceptance and Handover

A Deliverable is accepted when it meets the agreed acceptance condition, or when the Client puts it into operational use, whichever occurs first. The Company records acceptance in a handover pack that includes drawings, tag lists, configuration records and, where relevant, a signed cutover record.

Where the Client identifies a defect during acceptance testing, the Company corrects the defect and the test is repeated. A defect that does not materially affect the agreed function does not prevent acceptance, but it is logged and addressed in the normal support process.

Support and Maintenance

Support and maintenance are provided under a separate agreement unless the contract states otherwise. Support covers the diagnosis of faults in the delivered scope and the provision of corrections or workarounds. It does not cover new requirements, changes to third party systems, or faults caused by modification of the system by others.

Response targets are stated in the applicable support agreement. The Company will use reasonable efforts to meet those targets, but targets are goals rather than guarantees and are subject to the availability of the Client personnel needed to investigate a fault.

Limitation of Liability

To the extent permitted by law, the total liability of the Company arising out of or in connection with an engagement is limited to the fees paid by the Client for the specific Services giving rise to the claim. The Company is not liable for indirect or consequential loss, for loss of profit, for loss of production, or for loss of data where the Client has not maintained adequate backups.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, or for fraud. The Client agrees to notify the Company of any claim within a reasonable time so that the matter can be investigated while the relevant records remain available.

Indemnity

The Client agrees to indemnify the Company against claims, losses and costs arising from material supplied by the Client, from a breach by the Client of these terms, or from the Client instructing the Company to act in a way that infringes the rights of a third party.

The Company agrees to indemnify the Client against claims that a Deliverable, used within the agreed scope, infringes a third party intellectual property right, provided the Client promptly notifies the Company and allows the Company to control the defence of the claim.

Force Majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control. Such events include natural disasters, severe weather, epidemics, war, civil disturbance, industrial action, failure of public infrastructure, and government action. The affected party will notify the other promptly and will use reasonable efforts to resume performance.

Where a force majeure event continues for an extended period, either party may terminate the affected part of the engagement on written notice. Work properly performed before termination remains payable.

Termination

Either party may terminate an engagement for material breach that is not remedied within a reasonable period after written notice. Either party may terminate immediately where the other becomes insolvent or ceases to carry on business.

On termination, the Client pays for Services performed and for commitments properly incurred up to the date of termination. The Company returns or preserves Client material as agreed, and the provisions that by their nature should survive, including confidentiality, intellectual property and liability, continue in force.

Governing Law and Disputes

These terms are governed by the laws of Hong Kong. The parties agree to attempt to resolve any dispute first through good faith discussion between senior representatives. Where discussion does not resolve the matter within a reasonable period, the parties agree to submit the dispute to the exclusive jurisdiction of the courts of Hong Kong.

Nothing in this clause prevents either party from seeking urgent relief from a court of competent jurisdiction where such relief is necessary to protect its rights.

General Provisions

These terms, together with the applicable contract and the Privacy Policy, form the entire agreement between the parties on the matters they cover. A failure to enforce a provision is not a waiver of that provision. If a provision is found unenforceable, the remaining provisions continue in effect.

A party may not assign an engagement without the written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all of its business. Notices must be in writing and may be delivered by hand, by post, or by email to the address most recently provided by the receiving party.

The Company may update these terms from time to time. The version that applies to an engagement is the version in force when the engagement begins, unless the parties agree otherwise in writing.

Contact Information

Questions about these terms, or requests relating to an engagement, may be directed to E CONS LIMITED using the details below.

We welcome the opportunity to clarify any part of these terms before an engagement begins, so that both parties share the same understanding of the work and the rules that govern it.