TERMS OF BUSINESS

1. Conditions of Engagement

To provide exceptional service and avoid misunderstandings, we outline our basic conditions of engagement. These terms clarify our fees, expenses, billing procedures, and the conditions under which we establish our business relationship. These provisions form part of the contractual agreement between you, our client (“Client” or “Company”), and our entity (“EZS”).

Our entity is pleased to offer our services under the following Terms of Business (“TOB”). These TOB set out the basis for our services and apply to future cooperation. New or continuing instructions will constitute acceptance of these terms.

2. Payment Method

Payments can be made via telegraphic transfer or e-banking (including related charges) to EZS’s corporate bank account upon receiving our invoice. You are responsible for all payment transfer-related fees and expenses, including banking fees.

4. Payment Terms

Payment of our invoices is required to be paid 30 % in advance and 70% upon completion of shipment, unless otherwise stated in the Engagement Letter. The advance payment is non-refundable and related to services usable within six months following the cooperation confirmation. Payments are made via bank transfer to the account stated in the payment notice.

Please provide a copy of the wire transfer remittance note for reference. If payment is not received, we will notify you in writing, and full payment must be made within ten (10) days. Failure to do so allows us to terminate this agreement immediately.

If timely payments are not made, we reserve the right to terminate this agreement and any other agreements upon notification. We will not commence or continue services requiring pre-payment if such pre-payment has not been received.

If a payment due is not made within ten (10) days of the designated time, we are entitled to charge a late fee of five percent (5%) of the outstanding amount per month until all outstanding payments and late fees are paid. We reserve the right to refer unpaid invoices to a collection entity or lawyer, and you will be liable for all collection costs.

5. Delays

EZS is not liable for any failure or delay in performing Services due to circumstances beyond our control, including actions or omissions by you or others, or inaccurate information provided by you. We may review our fees and, if the delay is substantial, terminate the terms and conditions.

6. Staff

Neither party shall hire or solicit employees of the other during the engagement period or within six (6) months of its termination. If a party breaches this agreement, the breaching party must pay the other party a compensation fee of 500,000 CNY.

7. Financial Obligations

EZS may immediately terminate this agreement and any other agreements with the Company without prior notice if:

· Insolvency, receivership, or bankruptcy proceedings are instituted by or against the Company,

· The Company makes an assignment for the benefit of creditors,

· The Company dissolves, ceases to do business, or fails to meet its financial obligations.

Under these circumstances, EZS is authorized to collect any due fees and expenses and halt any work-in-progress, collecting fees on a pro-rata basis for completed work.

8. Termination

You may terminate this agreement at any time with written notice via letter, fax, or email. Termination requires at least three months' notice before the end of the calendar year, with payment of all agreed fees up to the contract's natural expiry. Additional costs related to early termination will apply. In case of termination, you will pay charges based on time and expenses incurred up to the termination date.

9. Communication / Electronic Mail

We use email as our primary communication means. Email communication is not 100% secure and may be intercepted, copied, sent to the wrong recipient, or hacked. If you prefer not to use email, inform us, and we will switch to paper mail, fax, or other means.

By transmitting electronic mail or documents, you release us from any claims resulting from unauthorized copying, recording, reading, or interference. We are not responsible for delays, non-delivery, or damage caused by electronic transmissions. Electronic communications are informal; obtain written confirmation for reliance on advice sent by such methods.

10. Confidential Information

Both parties shall keep confidential any proprietary information obtained during this engagement. Confidential Information includes business, operations, assets, liabilities, plans, processes, and other sensitive data. Disclose such information only to employees or affiliates who need it for this engagement, ensuring they adhere to confidentiality undertakings.

EZS will not disclose your confidential information to third parties without your written consent. Similarly, we will not disclose information obtained from other clients to you. Our entity retains copyright and all rights to documents provided to you. You are granted a nonexclusive license to use these documents solely for their intended purpose.

11. Your Intellectual Property Rights

EZS does not acquire ownership rights over any information provided by you or your representatives. You consent to us inserting your logos and intellectual property on deliverables unless you notify us otherwise.

12. Our Intellectual Property Rights

EZS retains sole rights to:

· Confidential information, processes, ideas, concepts, and techniques developed during Services,

· Copyright and other intellectual property rights in data, designs, models, methodologies, and tools developed before or independently from Services.

13. Independent Contractor

We provide Services as an independent contractor. This agreement does not create a partnership, joint venture, or other relationship. No party has the authority to bind the other.

14. Documents

All drafts, research notes, or memoranda produced are our property. You may request and receive these items within 18 months after representation concludes. After this period, we may either deliver or destroy them at our discretion.

15. Marketing

Our entity may refer to the completion of creative activities for you in marketing materials unless it pertains to Confidential Information. We may mention your name and general transactions.

16. Publicity

We may list you as a client in marketing or public relations materials unless you direct otherwise in writing. Confidential information will not be disclosed.

17. Relationships with Other Clients

Our entity is not restricted from providing services to other clients, even if in competition with you. We will not disclose your confidential information for their advantage.

18. Liability

Except as specifically indicated in the terms of this agreement, neither party to this agreement shall be liable to the other party and/or to any third party for any amount that individually and/or in the aggregate is greater than the amount of the service fees set forth herein with respect to claims and/or demands arising out of or in connection with this agreement for any damages and/or losses and/or expenses and/or any other kind of loss sustained by either party and/or any third party, including without limitation by reason of breach, non-performance, termination, expiration, and/or non-renewal of this agreement, and also including without limitation in contract, malpractice, professional duty, tort (and/or any related theories) (including without limitation negligence of any degree), and/or as regular, special, indirect, incidental and/or consequential damages, on account of the loss of prospective or anticipated revenues and/or on account of expenditures and/or investments and/or on account of commitments in connection with the business or good will or otherwise. If there is more than one party to this agreement, then the limited amount of liability shall be allocated among the parties upon their terms.

19. Excluded Loss

To the extent permitted by applicable Chinese law, liability for excluded loss, including indirect, special, or consequential damages, is not included. Excluded loss covers loss of revenue, profits, production, goodwill, data, business reputation, personal injury, or property damage.

20. Governing Law & Jurisdiction

The contract and disputes are governed by the laws of China, with the People’s Court of, Shanghai, having exclusive jurisdiction. Any disputes will be mediated before other resolution processes. If unresolved within 60 days, mediation terminates unless otherwise agreed.

21. Covenant

This covenant represents the entire agreement of the parties. Warranties, conditions, or terms implied by statute, common law, or trade custom are excluded. EZS has no liability beyond what is expressly set out in these terms.

22. Severability

If any provision becomes illegal, invalid, or unenforceable, the remaining provisions remain in full force and effect. Modifications to reflect the parties' intention will be made.

23. Amendments

Our entity reserves the right to modify or introduce additional terms at any time, effective after proper notification by email or other means indicating the effective date of variation.