General Terms

These General Terms (the “Terms”) are entered into between Nanjing Xingyue Yuda Information Technology Co., Ltd. (hereinafter “SIMDA”, “the Company”, or “we”; registered address in Nanjing, Jiangsu Province, with its official website at www.simdatech.com) and the natural person, legal person, or unincorporated organization that accesses, browses this website, or accepts our services (hereinafter “the User” or “you”). These Terms are formulated in accordance with the Civil Code of the People’s Republic of China, the E-Commerce Law of the People’s Republic of China, the Law of the People’s Republic of China on the Protection of Consumer Rights and Interests, the Personal Information Protection Law of the People’s Republic of China, the Cybersecurity Law of the People’s Republic of China, the Data Security Law of the People’s Republic of China, the Electronic Signature Law of the People’s Republic of China, and other relevant laws and regulations of the State, taking into account the actual business of the Company in electronic product R&D, manufacturing, and technical services. By establishing a business relationship with us through website browsing, inquiry submission, contract signing, or actual acceptance of services, you are deemed to have fully read, understood, and agreed to be bound by all contents of these Terms. These Terms constitute the basic understanding between the parties regarding service-related matters; if you do not agree with any content of these Terms, please immediately cease using this website and the related services.

I. Definitions and Interpretation

1.1 “Services” refers to the full-chain or phased businesses provided by SIMDA to the User through this website, offline business negotiations, or other channels, including electronic product R&D, hardware development, embedded software development, industrial design, manufacturing, supply chain management, technical consulting, and after-sales support.

1.2 “Deliverables” refers to the hardware prototypes, molds, software code, design documents, technical reports, test data, and other tangible or intangible outcomes delivered by us to the User during the Services.

1.3 “Written Contract” refers to the cooperation agreement, purchase order, technical agreement, or quotation confirmation executed by both parties in written form (including electronic contracts and electronic data interchange that can tangibly manifest the content), in accordance with Articles 469 and 490 of the Civil Code.

1.4 “Intellectual Property” as defined in Article 123 of the Civil Code, includes works, inventions, utility models, designs, trademarks, geographical indications, trade secrets, layout designs of integrated circuits, new plant varieties, and other objects stipulated by laws and regulations.

1.5 “Confidential Information” refers to technical materials, business information, and customer data disclosed or generated by a party during cooperation that are not known to the public, have commercial value, and are marked or reasonably understood to require confidentiality.

1.6 In these Terms, “including” shall be construed as “including but not limited to”; section headings are for convenience only and do not affect the substantive interpretation of any provision.

II. Scope of Services and Parties

2.1 SIMDA is a limited liability company lawfully registered and established within the territory of the People’s Republic of China, possessing the business qualifications and performance capacity required for electronic product R&D, manufacturing, and technical services. The Company publishes service information, accepts business inquiries, and conducts business matching through www.simdatech.com.

2.2 These Terms apply to all Users who establish contact with us through this website or offline channels, including but not limited to potential clients, partners, suppliers, and general visitors. If you are a “consumer” as defined in Article 9 of the E-Commerce Law, the provisions of these Terms relating to the protection of consumer rights and interests shall not exclude or restrict your statutory rights.

2.3 The specific service content, list of Deliverables, technical specifications, project timeline, and fees shall be subject to the Written Contract signed by both parties; in the event of any conflict between these Terms and the Written Contract, the Written Contract shall prevail. Service introductions, case studies, and parameters listed on our website are for reference only and do not constitute a legally binding offer.

III. User Qualifications and Registration

3.1 You shall ensure that you possess the lawful capacity to accept our Services and sign related contracts. If you are a natural person, you shall be at least eighteen years of age and possess full civil capacity; if you are a legal person or an unincorporated organization, you shall be lawfully established and subsisting, and the personnel signing the contract shall have obtained lawful authorization.

3.2 When you submit registration information, inquiry forms, or project requirements through this website, you shall ensure that the information provided is true, accurate, and complete, and shall not impersonate others or provide false qualification certificates. In the event of any change in information, you shall notify us in writing in a timely manner.

3.3 Pursuant to Article 24 of the Cybersecurity Law and Article 27 of the E-Commerce Law, we have the right to verify your true identity and business qualifications when conducting business; you shall cooperate by providing necessary materials such as the business license, identity certificate of the legal representative, and contact information.

IV. Formation and Performance of Contract

4.1 Offer and Acceptance: The quotation and proposal provided by us constitute an invitation to offer; a contract is formed in accordance with Articles 490 and 491 of the Civil Code when both parties reach an agreement through negotiation and sign a Written Contract, or when you pay an advance payment under the quotation and we confirm acceptance of the order in writing.

4.2 Quotation: Unless otherwise agreed, all quotations are denominated in CNY and are valid for thirty days from the date of signing the quotation. Quotations do not include national taxes and fees (value-added tax shall be issued separately as required), or any unlisted transportation and insurance costs, unless otherwise agreed.

4.3 Payment: Payment methods, milestones, and proportions shall be specified in the contract. Standard R&D and manufacturing projects adopt a “milestone installment payment” method, typically including advance payment (after contract signing), phase payment (after design/prototype confirmation), delivery payment (after acceptance), and warranty payment (after warranty period expiration). You shall pay the full amount on time as agreed in the contract; in case of overdue payment, you shall bear liability for breach in accordance with Articles 577 and 585 of the Civil Code, and we shall be entitled to extend the delivery period accordingly.

4.4 Delivery: We shall deliver phased outcomes and final Deliverables at the milestone nodes agreed in the contract. Delivery method, location, and risk transfer shall be governed by Articles 604 through 607 of the Civil Code, unless otherwise agreed.

4.5 Acceptance: Each milestone has an acceptance period (typically seven to fourteen business days, subject to the contract). You shall inspect during the acceptance period in accordance with the contract annex or technical specifications, and raise non-conformities in writing; failure to raise written objections within the period shall be deemed as acceptance in accordance with Articles 621 and 622 of the Civil Code. Non-conforming defects found during the acceptance period shall be rectified by us free of charge within a reasonable period.

V. Intellectual Property

5.1 The intellectual property independently owned by each party prior to cooperation shall not be altered by these Terms or the occurrence of cooperation.

5.2 The ownership of intellectual property of custom-developed outcomes (including hardware designs, software code, and technical documents) shall be specified in the Written Contract; in the absence of such stipulation, in accordance with the Civil Code, the Copyright Law, and the Patent Law, the intellectual property of custom outcomes shall, by default, transfer to you after we receive the full payment, but you may only use them within the scope of the project defined in the contract.

5.3 The general technologies, tools, methodologies, self-developed modules, pre-existing intellectual property, and background technologies used by us during the Services shall remain owned by us; you shall not use them for any purpose outside this cooperation project, nor shall you apply for patents or register them.

5.4 All contents of this website (including but not limited to text, images, logos, layout designs, source code, case studies, white papers, and documents) and their copyrights and other intellectual property rights are owned by SIMDA or the lawful rights holders. Without written authorization, they shall not be copied, reproduced, adapted, or used for other commercial purposes. Lawful quotation must indicate the source “Nanjing Xingyue Yuda Information Technology Co., Ltd. (SIMDA)” and the website URL.

VI. Confidentiality

6.1 Both parties, with respect to the Confidential Information of the other party learned during cooperation, shall assume confidentiality obligations in accordance with Article 501 of the Civil Code regarding pre-contractual confidentiality obligations and Article 9 of the Anti-Unfair Competition Law regarding trade secret protection.

6.2 The specific scope, term, return, and destruction methods of confidentiality obligations shall be subject to a separate Non-Disclosure Agreement (NDA) signed by both parties or the confidentiality clauses of the contract; in the absence of a separate agreement, the default provisions of this Article shall apply: the confidentiality period shall be five years from the disclosure of the information, and the confidentiality obligation shall not be waived by termination of the contract.

6.3 Without the written consent of the disclosing party, the receiving party shall not disclose Confidential Information to unrelated third parties or use it for purposes other than cooperation, except in the following circumstances: (i) mandatory disclosure required by laws and regulations or competent authorities; (ii) the Confidential Information has lawfully entered the public domain; (iii) the receiving party independently developed it without using the Confidential Information.

6.4 All projects of the Company support signing an NDA, and we adopt technical and management measures such as data anonymization, tiered authorization, independent storage, and transmission encryption to ensure the security of your project materials and trade secrets.

VII. Limitation of Liability and Indemnification

7.1 We shall be liable for direct losses caused to you by service defects or breach of contract, with the compensation cap limited to the amount actually charged for the specific service in question; the Written Contract may provide otherwise.

7.2 To the maximum extent permitted by law, we shall not be liable for the following losses: (i) indirect losses; (ii) loss of profit, business interruption, or loss of business opportunities; (iii) data loss or damage (except where caused by our intent or gross negligence); (iv) third-party claims (except those directly arising from our infringement or breach).

7.3 The above limitation of liability shall not apply to: (i) personal injury to the other party caused by our intent or gross negligence; (ii) property damage to the other party caused by our intent or gross negligence; (iii) liabilities that may not be limited or excluded under mandatory provisions of law.

7.4 You shall ensure that the requirements, technical materials, samples, and third-party intellectual property designated for use are lawful and valid. Where the materials you provide or the solutions you designate cause us to suffer third-party infringement claims, you shall be responsible for indemnifying us for all reasonable losses incurred thereby (including litigation costs and attorney fees).

VIII. Force Majeure

8.1 Force Majeure, as defined in Articles 180 and 590 of the Civil Code, refers to objective circumstances that cannot be foreseen, avoided, or overcome, including but not limited to natural disasters such as earthquakes, typhoons, and floods; war, armed conflict, riots, strikes, government prohibitions, infectious disease epidemics, and major adjustments to national industrial policies.

8.2 The affected party shall notify the other party in writing within fifteen days after the event occurs and provide certificates issued by competent authorities; overdue notification resulting in expanded losses shall hold the notifying party liable for the expanded portion.

8.3 Upon occurrence of Force Majeure, both parties shall promptly negotiate and, in accordance with Article 590 of the Civil Code, partially or fully exempt the affected party from liability for breach based on the impact of the Force Majeure on the performance of the contract; if the Force Majeure continues for more than ninety days, either party shall have the right to terminate the contract by written notice, and both parties shall settle the performed portion in accordance with the principle of fairness.

IX. Liability for Breach and Contract Termination

9.1 Where a party fails to perform its obligations as agreed in the contract, it shall bear liability for breach such as continued performance, remedial measures, or compensation for losses in accordance with Article 577 of the Civil Code. The amount and calculation method of liquidated damages shall be subject to the Written Contract; where the agreed liquidated damages are excessively higher or lower than the actual losses, they may be adjusted by the people’s court or arbitration institution in accordance with Article 585 of the Civil Code.

9.2 The non-defaulting party shall have the right to terminate the contract by written notice to the defaulting party under any of the following circumstances: (i) a fundamental breach by one party renders the purpose of the contract impossible to achieve; (ii) one party explicitly states or indicates through conduct that it will not perform the principal obligations; (iii) one party delays performance of the principal obligations and fails to perform within a reasonable period after being urged; (iv) other termination circumstances stipulated by laws and regulations or agreed in the contract.

9.3 Upon termination of the contract, in accordance with Article 566 of the Civil Code, obligations not yet performed shall cease to be performed; for obligations already performed, the parties may request restoration to the original state or other remedial measures based on the performance status and nature of the contract, and shall have the right to claim compensation for losses. Amounts already collected by us shall, after deducting the fees corresponding to the delivered portion and reasonable costs, be refunded or settled in accordance with the contract.

X. Dispute Resolution

10.1 The formation, validity, interpretation, performance, and dispute resolution of these Terms shall be governed by the laws of the People’s Republic of China (for the purposes of these Terms, excluding the laws of Hong Kong, Macao, and Taiwan regions).

10.2 Any dispute arising from these Terms or the related Services shall first be resolved through friendly negotiation; negotiation shall be conducted within thirty days from the date one party sends written notice to the other.

10.3 If negotiation fails, either party shall have the right to submit the dispute to the Nanjing Arbitration Commission for arbitration in Nanjing in accordance with its then-effective arbitration rules. The arbitral award shall be final and binding on both parties. Arbitration costs shall be borne by the losing party, unless the arbitral tribunal rules otherwise.

10.4 During the dispute resolution period, both parties shall continue to perform the contractual terms unrelated to the dispute.

XI. Supplementary Provisions

11.1 Severability: If any provision of these Terms is determined by a competent authority to be invalid or unenforceable, the remaining provisions shall remain in effect, and the parties shall replace it with a valid and enforceable provision that reflects the original intent.

11.2 Right of Revision: The Company reserves the right to revise these Terms in response to changes in national laws and regulations or business adjustments. The revised Terms will be published on this website and marked with the updated date in the “updated” field; your continued use of this website or acceptance of services after revision constitutes acceptance of the revised content.

11.3 Right of Interpretation: These Terms are interpreted by SIMDA. The Company shall interpret them in good faith, based on the text, purpose, and relevant laws and regulations.

11.4 Contact Information: If you have any questions about these Terms, please contact us via: email samliu_simda@foxmail.com, official website www.simdatech.com.

11.5 Effective Date: These Terms shall take effect from July 1, 2026.