Acceptance of Terms
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and ZhiJiang HuanDian Trading Co., Ltd., doing business as CallPoints. By accessing or using the CallPoints website at www.callpoint.mom, contacting us via email or phone, engaging our computer systems design and related services, or otherwise interacting with CallPoints in any professional capacity, you agree to be bound by these terms in their entirety.
If you do not agree to all of these terms, you are expressly prohibited from using our website and services and must discontinue use immediately. Your continued use of the website or services following the posting of any changes to these terms constitutes acceptance of those changes.
These terms apply to all visitors, users, clients, and others who access or use our services. Supplemental terms and conditions or documents that may be posted on the website from time to time are hereby expressly incorporated into these terms by reference.
Definitions
For the purposes of these Terms of Service, the following definitions apply:
CallPoints, we, us, or our refers to ZhiJiang HuanDian Trading Co., Ltd., a company registered in the Peoples Republic of China, with its registered address at Unit 2, No. 45, Group 1, Zhangjiawan Village, Xiannv Town, Zhijiang, Yichang - 443200, China, operating under the trade name CallPoints.
Client, you, or your refers to the individual or legal entity that accesses or uses our website, engages our services, or enters into a service agreement with CallPoints.
Services refers to all computer systems design and related services offered by CallPoints, including but not limited to systems architecture, network engineering, cloud infrastructure design, systems integration, technical consulting, managed operations, and any other professional technology services described on our website or agreed upon in a separate service agreement.
Website refers to the CallPoints website accessible at www.callpoint.mom and any subdomains or related digital properties operated by us.
Deliverables refers to all work products, designs, specifications, documentation, code, configurations, reports, and other materials produced by CallPoints in the course of providing services to a client.
Eligibility and Representation
By using our website or engaging our services, you represent and warrant that you are at least eighteen years of age and have the legal capacity to enter into a binding agreement. If you are using the website or services on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity to these terms.
You further represent that all information you provide to us, including but not limited to contact details, company information, project requirements, and technical specifications, is true, accurate, current, and complete. You agree to promptly update any information that becomes inaccurate or outdated during the course of our engagement.
We reserve the right to refuse service to anyone for any reason at any time, including but not limited to cases where we determine, in our sole discretion, that the prospective engagement would violate applicable laws, pose a security risk, or fall outside our areas of technical expertise.
Description of Services
CallPoints provides professional computer systems design and related services. Our service offerings encompass the following domains, each of which may be further defined in a separate statement of work or service agreement:
Systems Architecture: End-to-end design of distributed systems, including microservice topologies, data pipelines, API design, and system integration patterns. Deliverables typically include architecture diagrams, technical specifications, and implementation roadmaps.
Network Engineering: Design and optimization of network infrastructure, including SD-WAN architectures, zero-trust security perimeters, multi-site mesh topologies, and network performance tuning.
Cloud Infrastructure: Multi-cloud and hybrid cloud strategy, Infrastructure-as-Code provisioning, auto-scaling configuration, cost optimization, and migration planning across platforms including AWS, Azure, and Google Cloud Platform.
Systems Integration: Middleware engineering, API gateway design, and event-driven architecture implementation connecting legacy systems with modern platforms.
Technical Consulting: Architecture review boards, technology selection frameworks, technical due diligence, and strategic advisory services for technology leaders and organizations.
Managed Operations: Ongoing monitoring, incident response, capacity planning, and infrastructure management services designed to maintain system health and performance.
All services are provided on a professional services basis. The specific scope, timeline, deliverables, and fees for each engagement are documented in a separate service agreement or statement of work executed by both parties before work commences.
Client Obligations
To enable CallPoints to perform its services effectively and on schedule, you agree to fulfill the following obligations throughout the course of any engagement:
Cooperation and Access: You will provide reasonable cooperation, including timely access to relevant personnel, systems, data, documentation, and facilities as reasonably required for the performance of the services. Delays caused by your failure to provide necessary access or information may result in corresponding adjustments to project timelines and costs.
Accurate Information: You are responsible for the accuracy and completeness of all information, specifications, requirements, and materials you provide to us. CallPoints relies on the information you supply and is not responsible for errors or omissions resulting from inaccurate or incomplete client-provided information.
Compliance with Laws: You agree to use our services in compliance with all applicable local, national, and international laws and regulations. You shall not use our services for any unlawful purpose or in violation of any third-party rights.
Security of Credentials: If you are provided with account credentials for any platform associated with our services, you are responsible for maintaining the confidentiality of those credentials and for all activities that occur under your account.
Third-Party Licenses: You are responsible for obtaining and maintaining all necessary licenses, permissions, and authorizations for any third-party software, data, or services used in connection with our engagement.
Intellectual Property Rights
Intellectual property rights are allocated between CallPoints and the client as set forth in this article and in any applicable statement of work or service agreement.
Pre-Existing IP: Each party retains all right, title, and interest in and to its pre-existing intellectual property. Any materials, tools, frameworks, methodologies, or know-how that CallPoints developed prior to or independently of the engagement remain the exclusive property of CallPoints.
Project Deliverables: Unless otherwise agreed in writing, upon full payment of all fees due for a given engagement, CallPoints assigns to the client all right, title, and interest in the specific deliverables created for that engagement. This assignment excludes any pre-existing IP, general-purpose tools, and reusable components incorporated into the deliverables.
License to Use Pre-Existing IP: To the extent that CallPoints deliverables incorporate CallPoints pre-existing intellectual property, CallPoints grants the client a perpetual, irrevocable, non-exclusive, non-transferable license to use such pre-existing IP solely as incorporated into the deliverables and solely for the clients internal business purposes.
Website Content: All content on the CallPoints website, including text, graphics, logos, icons, images, and software, is the property of CallPoints or its content suppliers and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of website content without our prior written consent.
Confidentiality
Both parties acknowledge that during the course of any engagement, each may receive or have access to confidential information belonging to the other party. Confidential information includes all non-public information, whether written, oral, or in electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Obligations: Each party agrees to hold the other partys confidential information in strict confidence, to use such information only for the purposes of the engagement, and to disclose it only to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained in this article.
Exclusions: Confidential information does not include information that is or becomes publicly available through no breach of this agreement, is independently developed without reference to the disclosing partys confidential information, is rightfully received from a third party without restriction, or is required to be disclosed by law or court order.
Duration: The obligations of confidentiality under this article survive the termination or expiration of any service agreement for a period of three years, or indefinitely with respect to trade secrets.
Fees and Payment
The fees for CallPoints services are set forth in each statement of work or service agreement. The following general terms apply to all engagements unless otherwise specified in writing.
Fee Structure: Services may be provided on a fixed-price, time-and-materials, or retainer basis, as agreed between the parties. All fees are stated and payable in United States Dollars (USD) unless otherwise agreed.
Invoicing and Payment: Invoices are issued according to the schedule specified in the applicable service agreement. Payment is due within thirty calendar days of the invoice date unless a different period is specified. Late payments may incur interest at the rate of one and one-half percent per month or the maximum rate permitted by law, whichever is lower.
Expenses: Reasonable out-of-pocket expenses incurred in connection with the performance of services, such as travel, software licenses, and third-party service fees, will be billed to the client at cost, provided such expenses are pre-approved in writing by the client.
Taxes: Fees are exclusive of applicable taxes, duties, and levies. The client is responsible for all sales, use, value-added, and similar taxes imposed on the services, except for taxes based on CallPoints net income.
Suspension: If any invoice remains unpaid beyond its due date, CallPoints reserves the right to suspend performance of services until all outstanding amounts are paid in full.
Limitation of Liability
To the fullest extent permitted by applicable law, CallPoints and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, loss of data, loss of business, loss of goodwill, business interruption, or cost of procurement of substitute services, arising out of or in connection with these terms or the services, whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory, even if advised of the possibility of such damages.
The aggregate liability of CallPoints for all claims arising out of or relating to these terms or the services shall not exceed the total fees paid by the client to CallPoints during the twelve-month period immediately preceding the event giving rise to the claim.
These limitations of liability are fundamental elements of the basis of the bargain between CallPoints and the client. The services would not be provided without such limitations.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the liability of CallPoints shall be limited to the maximum extent permitted by law.
Indemnification
You agree to defend, indemnify, and hold harmless CallPoints, its parent company ZhiJiang HuanDian Trading Co., Ltd., and their respective officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses, including reasonable attorneys fees, arising from or related to:
- Your use of and access to the website and services in violation of these terms;
- Your violation of any applicable law, regulation, or third-party right;
- Any claim that information, materials, or instructions you provided to CallPoints infringe upon or misappropriate any third-party intellectual property or proprietary right;
- Your gross negligence, willful misconduct, or fraud.
CallPoints shall provide you with prompt written notice of any such claim and shall reasonably cooperate with you in the defense, at your expense. You shall not settle any claim that imposes liability or obligation on CallPoints without CallPoints prior written consent, which shall not be unreasonably withheld.
Term and Termination
These Terms of Service shall remain in full force and effect while you use the website or receive services from CallPoints. With respect to specific service engagements, the term and termination provisions of the governing statement of work or service agreement shall apply.
Termination for Convenience: Either party may terminate a service agreement for convenience by providing the other party with written notice as specified in the applicable service agreement. In the event of termination for convenience by the client, the client shall pay CallPoints for all services performed up to the effective date of termination, plus any applicable termination fees specified in the service agreement.
Termination for Cause: Either party may terminate a service agreement for cause if the other party materially breaches any provision of the agreement and fails to cure such breach within thirty calendar days after receiving written notice specifying the breach.
Effect of Termination: Upon termination, all rights and licenses granted to the client under the applicable service agreement shall cease immediately. Each party shall return or destroy all confidential information belonging to the other party. Provisions that by their nature should survive termination, including but not limited to confidentiality, intellectual property, limitation of liability, and indemnification, shall survive.
Disclaimers and Warranties
The website and all information and services provided through it are provided on an as-is and as-available basis. To the maximum extent permitted by law, CallPoints expressly disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Without limiting the foregoing, CallPoints makes no warranty that the website or services will meet your requirements, achieve any particular result, be compatible with any specific hardware or software, be uninterrupted, timely, secure, or error-free, or that any defects or errors will be corrected.
Professional Services Warranty: With respect to specific service engagements, CallPoints warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. This warranty is valid for a period of thirty days following delivery of the applicable services or deliverables. Your sole and exclusive remedy for breach of this warranty is the re-performance of the non-conforming services or, if re-performance is not commercially reasonable, a refund of the fees paid for the non-conforming portion of the services.
No Guarantee of Results: CallPoints does not guarantee any specific business outcomes, performance metrics, or financial results from the use of its services or deliverables. Technology environments are complex and interdependent, and outcomes depend on factors beyond CallPoints control.
Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these Terms of Service, the website, or the services provided by CallPoints shall be resolved in accordance with the procedures set forth in this article.
Informal Resolution: Before initiating any formal legal proceedings, the parties shall first attempt to resolve the dispute informally through good-faith negotiations. Either party may initiate this process by sending a written notice of dispute to the other party describing the nature of the dispute and the desired resolution. The parties shall have a period of sixty calendar days from the date of receipt of the notice to resolve the dispute through negotiation.
Mediation: If the dispute is not resolved through informal negotiation, the parties agree to submit the dispute to mediation administered by a mutually agreed mediation service. Mediation shall be conducted in English, and the costs of mediation shall be shared equally by the parties.
Governing Law: These terms shall be governed by and construed in accordance with the laws of the Peoples Republic of China, without regard to its conflict of law principles.
Jurisdiction: Any legal action or proceeding arising out of or relating to these terms that cannot be resolved through negotiation or mediation shall be brought exclusively in the competent courts of Yichang, Hubei Province, China. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.
General Provisions
Entire Agreement: These Terms of Service, together with any applicable statements of work and service agreements, constitute the entire agreement between you and CallPoints concerning the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
Amendments: We reserve the right to modify these terms at any time. When we do, we will post the updated terms on our website and update the effective date. Material changes will be communicated to active clients via email. Your continued use of the website or services after the effective date of any changes constitutes your acceptance of the modified terms.
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 reflect the parties original intent as closely as possible while remaining enforceable, and the remaining provisions shall continue in full force and effect.
Waiver: No waiver of any term or condition of these terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Any failure by CallPoints to assert a right or provision under these terms shall not constitute a waiver of such right or provision.
Assignment: You may not assign or transfer any of your rights or obligations under these terms without our prior written consent. CallPoints may assign or transfer its rights and obligations under these terms at its discretion, including in connection with a merger, acquisition, or sale of assets.
Force Majeure: Neither party shall be liable for any failure or delay in performance under these terms 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 action, pandemic, labor disputes, utility failures, internet disruptions, or cyber attacks.
Relationship of the Parties: CallPoints is an independent contractor. Nothing in these terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
Headings: The section headings in these terms are for convenience only and shall not affect the interpretation or construction of any provision.
Contact Information
For questions, concerns, or notices regarding these Terms of Service, please contact CallPoints through the following channels:
- Email: guide@callpoint.mom
- Phone: +19095043071
- Postal Address: ZhiJiang HuanDian Trading Co., Ltd., Unit 2, No. 45, Group 1, Zhangjiawan Village, Xiannv Town, Zhijiang, Yichang - 443200, China
- Website: https://www.callpoint.mom
All formal legal notices under these terms shall be sent by email with a confirmation copy sent by registered mail to the postal address above. Notices shall be deemed effective upon receipt if sent by email during normal business hours, or on the next business day if sent outside business hours.