Terms of Service

1. Acceptance of These Terms

These Terms of Service form a legally binding agreement between you and Cluster Trading Co., Limited, trading as ClusterTrade. By accessing our website at https://www.clustertrade.autos, contacting us, or engaging our services, you agree to be bound by these terms together with our Privacy Policy and any written agreement we enter into with you.

Please read these terms carefully before using our website or services. If you do not agree to these terms, you must not use our website or engage our services. These terms apply to all visitors, users and clients of the website and services.

If you are entering into these terms on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity to these terms. In that case, the terms you and your refer to the entity on whose behalf you are acting.

2. About Our Services

ClusterTrade provides computer integrated systems design and related services within the Computer Systems Design and Related Services industry. Our work includes systems architecture, platform integration, infrastructure engineering, custom software development and managed support.

We provide services under written statements of work, proposals or other agreements that describe the scope, deliverables, timelines and fees for each engagement. Where a specific written agreement conflicts with these general terms, the specific written agreement governs to the extent of that conflict.

We may update, modify or discontinue any part of our website or services at any time. We will make reasonable efforts to notify active clients of changes that materially affect services already in progress, but we are not obligated to provide notice for changes to general website content.

Our services are designed for business and professional users. We deliver outcomes that depend on the accuracy of the information you provide, the cooperation of your team during discovery and delivery, and the suitability of the environments into which we integrate. We will keep you informed of anything that may affect scope, timeline or cost as we work together.

3. Eligibility and Accounts

To use our services, you must be at least 18 years old and have the legal capacity to enter into binding agreements. If you use our services on behalf of an organization, you must have the authority to bind that organization.

Where we provide you with access to a client portal, workspace or other account, you are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

You agree to provide accurate, current and complete information when you create an account or engage our services, and to update that information as needed so it remains accurate. We may suspend or terminate accounts that contain materially inaccurate information or that are used in violation of these terms.

4. Acceptable Use

You agree to use our website and services only for lawful purposes and in accordance with these terms. You agree not to:

• Use our website or services in any way that violates applicable law or regulation.
• Attempt to gain unauthorized access to our systems, networks or the systems of our other clients.
• Interfere with or disrupt the integrity, performance or availability of our website or services.
• Upload or transmit malicious code, viruses or any material that could harm our systems or the systems of others.
• Use our website to send unsolicited communications, spam or otherwise harass other users.
• Misrepresent your identity or affiliation, or impersonate any person or entity.
• Attempt to reverse engineer, decompile or extract the source code of our systems or deliverables except as permitted by law.
• Use automated means, such as bots or scrapers, to access or collect data from our website in a manner that burdens our infrastructure.

We reserve the right to investigate and take appropriate action, including legal action, against anyone who violates these provisions.

5. Intellectual Property

All content on our website, including text, graphics, logos, designs, code and other materials, is owned by us or our licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify or create derivative works from our content without our prior written consent.

ClusterTrade and Cluster Trading Co., Limited are our trade names and marks. You may not use our names, logos or marks in a way that implies endorsement, sponsorship or affiliation without our written permission.

Unless otherwise agreed in a written statement of work, the custom deliverables we produce for a client become the property of that client upon full payment, subject to our continuing right to use underlying tools, frameworks, libraries and pre existing components that we developed independently. We retain ownership of our methodologies, know how and reusable components.

6. Client Content and Data

In the course of providing services, you may provide us with access to your data, systems, documentation and other materials, which we refer to as client content. You retain all ownership rights in your client content.

By providing client content, you grant us a limited, non exclusive license to use, copy and process that content solely as necessary to deliver the services you have requested. We will not use your client content for any purpose unrelated to your engagement without your permission.

You represent and warrant that you have all necessary rights and permissions to provide us with client content and that doing so does not violate any law or the rights of any third party. You are responsible for maintaining appropriate backups of your own data, although we take reasonable measures to protect the data in our care.

7. Fees and Payment

Fees for our services are set out in the applicable statement of work, proposal or invoice. Unless otherwise stated, all fees are quoted in United States dollars and are exclusive of any applicable taxes, duties or levies, which are your responsibility where applicable.

Invoices are payable within the period stated on the invoice, typically fourteen days from the date of issue. Late payments may incur interest at the rate set out in the relevant agreement or, where no rate is set, at a reasonable rate permitted by law. We may suspend work on an engagement if payment is overdue beyond a reasonable period.

Unless a project is delivered on a fixed fee basis, time and materials work is billed according to the rates set out in the relevant agreement. Out of pocket expenses that are reasonably incurred in delivering the services, such as third party licensing costs, will be passed on to you with supporting documentation.

8. Confidentiality

Each party may disclose confidential information to the other in the course of an engagement. Confidential information includes non public business, technical, financial and operational information, whether disclosed in writing, orally or through access to systems, and includes client content.

Each party agrees to hold the other party confidential information in confidence, to use it only for the purpose of the engagement, and not to disclose it to third parties except to personnel, advisors and service providers who need to know it and who are bound by equivalent confidentiality obligations.

Confidentiality obligations do not apply to information that is or becomes publicly known without breach, that was already known to the receiving party, that is independently developed, or that must be disclosed by law or court order. Where a legal disclosure is required, the disclosing party will, where lawful, give the other party notice so that it may seek a protective order.

9. Warranties and Disclaimers

We warrant that we will perform our services in a professional and workmanlike manner using personnel with appropriate skill and experience, and that we will use reasonable efforts to meet the timelines set out in the applicable agreement.

Except as expressly stated in these terms or in a written statement of work, our services and the website are provided on an as is and as available basis. We do not warrant that our services will be uninterrupted, error free or completely secure, or that the results of our work will meet every expectation you may have.

To the maximum extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non infringement. No advice or information obtained from us, whether oral or written, creates any warranty not expressly stated in these terms.

10. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, including lost profits, lost revenue, lost data or business interruption, arising out of or related to these terms or the services, regardless of the theory of liability.

Our total aggregate liability arising out of or related to these terms or any engagement, whether in contract, tort or otherwise, will not exceed the total fees paid or payable by you for the specific engagement giving rise to the claim in the twelve months preceding the event that gave rise to the liability.

Nothing in these terms limits or excludes liability that cannot be limited or excluded under applicable law, such as liability for fraud, death or personal injury caused by negligence, or for any other liability that may not lawfully be limited. The limitations in this section apply to the fullest extent permitted by law.

11. Indemnification

You agree to indemnify, defend and hold harmless Cluster Trading Co., Limited, its affiliates, officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees, arising out of or related to your use of our website or services, your violation of these terms, or your violation of any law or the rights of a third party.

We reserve 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 the matter. You may not settle any claim that imposes obligations on us without our prior written consent.

12. Term and Termination

These terms remain in effect until terminated by either party. You may stop using our website at any time. For ongoing engagements, either party may terminate in accordance with the termination provisions of the applicable written agreement.

We may suspend or terminate your access to our website or services immediately if you breach these terms, if we are required to do so by law, or if we determine in good faith that continued provision of services would create an unacceptable legal or security risk.

Upon termination, any fees owed for work performed remain payable, and provisions of these terms that by their nature should survive will continue to apply, including those relating to intellectual property, confidentiality, limitations of liability, indemnification and governing law.

13. Third Party Services

Our services may involve or integrate with third party products, platforms and services, such as cloud providers, software applications and external APIs. We are not responsible for the operation, availability or quality of any third party service, and your use of such services is subject to the terms of the respective providers.

Where we recommend or integrate a third party service, we do so based on our reasonable assessment at the time, but we do not warrant that the service will continue to meet your needs or remain available on the same terms. We will use reasonable efforts to identify suitable alternatives if a third party service changes or is discontinued during an active engagement.

Any transactions, communications or disputes between you and a third party provider are solely between you and that provider, and we have no liability in connection with such matters.

14. Governing Law and Dispute Resolution

These terms and any dispute arising out of or related to them will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law provisions.

Before resorting to formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. If a dispute cannot be resolved through negotiation within a reasonable period, the parties may pursue their available remedies in the appropriate courts or, where agreed, through binding arbitration.

You agree that any claim must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding, to the extent permitted by law.

15. Changes to These Terms

We may revise these Terms of Service from time to time to reflect changes in our services, our business practices or applicable law. When we update these terms, we will revise the last updated date at the top of this page.

Material changes will be communicated through a notice on our website or, for active clients, by email where appropriate. Your continued use of our website or services after the revised terms take effect constitutes acceptance of the changes. If you do not agree to the revised terms, you should stop using our website and services.

Changes to these terms will not retroactively alter the terms that applied to an engagement already in progress, unless both parties agree in writing.

16. Entire Agreement and Severability

These terms, together with our Privacy Policy and any applicable written statement of work, constitute the entire agreement between you and us regarding the subject matter and supersede all prior or contemporaneous understandings, whether oral or written.

If any provision of these terms is found to be invalid, illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. The failure of either party to enforce any provision of these terms does not constitute a waiver of that provision or of the right to enforce it later.

No waiver of any breach of these terms will be effective unless made in writing and signed by the party granting the waiver.

These terms are personal to the parties and may not be assigned by you without our prior written consent. We may assign these terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, provided that such assignment does not materially reduce the protections afforded to you.

17. Contact Us

If you have any questions about these Terms of Service or our services, please contact us using the details below:

Email: contact@clustertrade.autos
Phone: +1 585 564 8714
Website: https://www.clustertrade.autos

We aim to respond to all legitimate inquiries within two business days. For matters relating to privacy, please also review our Privacy Policy, which is available on this website.