Terms of Service

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you — whether personally as an individual user or on behalf of an entity you represent — and PortHill Trading Co., Ltd., a company registered at 304, Building 5, Haoyun Xincun, Yicheng Road, Yingjiang District, Anqing 246000, China, doing business as PortHill. By accessing, browsing, or using the PortHill website located at https://www.porthill.lat, any subdomains, mobile versions, application programming interfaces, or any other platform operated by PortHill (collectively, the Website), and by engaging our computer systems design and related services (the Services), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and all other policies or guidelines referenced herein or published on the Website from time to time.

If you do not agree with any part of these Terms, you must immediately discontinue all use of the Website and Services. Your continued use of the Website or Services following any modification to these Terms constitutes your acceptance of the modified Terms. PortHill reserves the right to update, amend, or replace these Terms at any time in accordance with Section 16 below. It is your responsibility to review these Terms periodically for changes. We recommend that you print or save a copy of these Terms for your records.

By accepting these Terms, you represent and warrant that you are at least eighteen years of age, that you have the legal capacity to enter into a binding contract, and that all information you provide to PortHill is truthful, accurate, and complete. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case the terms you and your shall refer to that entity.

2. Description of Services

PortHill provides computer systems design and related services within the Professional, Scientific, and Technical Services industry. Our Services encompass a broad spectrum of offerings designed to help organizations architect, integrate, deploy, and maintain the technology infrastructure that underpins their operations. These Services include, but are not limited to, systems architecture consulting, infrastructure integration planning and execution, custom software engineering and development, network design and configuration, security architecture assessment and implementation, managed support and monitoring services, technical project management, and related professional advisory services.

The specific scope, deliverables, timelines, and fees for any Services engagement shall be defined in a separate written agreement, statement of work, service order, or project proposal (each, a Service Agreement) executed by both parties. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific Services described therein, while these Terms shall continue to govern all other aspects of your relationship with PortHill, including your use of the Website.

PortHill reserves the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice, provided that any such modification shall not materially diminish the Services already committed to in an active Service Agreement without your prior consent. We continually invest in research and development to improve our offerings, and we may introduce new features, tools, or capabilities that shall be deemed part of the Services and governed by these Terms unless otherwise agreed in writing.

3. Website Use

Access to and use of the Website is granted on a temporary and revocable basis. PortHill strives to ensure that the Website is available and functioning correctly at all times, but we do not guarantee uninterrupted access or error-free operation. We reserve the right to withdraw, suspend, or restrict access to all or any part of the Website without notice for maintenance, security, operational, or any other reason we deem necessary. PortHill shall not be liable to you or any third party for any unavailability, interruption, or modification of the Website.

You are responsible for making all arrangements necessary for you to have access to the Website, including maintaining compatible hardware and software, securing a reliable internet connection, and ensuring that your computing environment is free from viruses and malicious code. You agree not to use the Website in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with the use and enjoyment of any other party of the Website. Any attempt to gain unauthorized access to the Website, its related systems, or data is strictly prohibited.

The content, layout, design, data, databases, and graphics on the Website are protected by applicable intellectual property laws and are owned by or licensed to PortHill. No part of the Website may be reproduced, distributed, or transmitted in any form or by any means without our prior written permission, except that you may print or download extracts for your personal, non-commercial reference, provided that all copyright and proprietary notices remain intact. Any unauthorized use of the Website may give rise to a claim for damages and be a criminal offense.

4. Accounts and Registration

Certain features of the Website or Services may require you to register and create an account. When you create an account, you agree to provide accurate, current, and complete information and to update that information promptly if it changes. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password, and for all activities that occur under your account. PortHill cannot and will not be liable for any loss or damage arising from your failure to comply with this security obligation.

You agree to notify PortHill immediately by email at help@porthill.lat of any unauthorized use of your account or any other breach of security of which you become aware. PortHill reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders at our sole discretion. We may suspend or terminate your account at any time without prior notice if we have reasonable grounds to believe that you have violated these Terms, engaged in fraudulent or illegal activity, or if your account has been inactive for an extended period.

You may not use an account name that is offensive, infringing, or that impersonates another person or entity. Accounts registered by automated means or bots are not permitted. Each account is for a single individual or entity, and sharing login credentials with multiple persons or entities without express authorization from PortHill is prohibited. You may not transfer or assign your account to any third party without our prior written consent.

5. Intellectual Property Rights

5.1 Ownership of PortHill Content

All content, materials, software, designs, text, graphics, logos, icons, images, audio and video clips, data compilations, and any other intellectual property displayed or made available on the Website or through the Services (collectively, PortHill Content) is owned by PortHill Trading Co., Ltd., its affiliates, or its licensors, and is protected by applicable copyright, trademark, patent, trade secret, and other intellectual property laws in China, the United States, and internationally. The compilation of all content on the Website is the exclusive property of PortHill and is protected by applicable laws.

Nothing in these Terms shall be construed as transferring or granting to you any right, title, or interest in or to any PortHill Content, except for the limited license expressly granted in Section 5.2 below. All rights not expressly granted herein are reserved by PortHill. The removal or alteration of any proprietary markings, copyright notices, or branding elements from PortHill Content is strictly forbidden. You acknowledge that PortHill has expended substantial time, effort, and resources in developing and compiling the PortHill Content, and you agree to respect and not to challenge or contest our ownership rights.

5.2 Limited License to Users

Subject to your full compliance with these Terms, PortHill grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Website and the PortHill Content for your personal, non-commercial use or for the internal business purposes of your organization in connection with the Services. This license does not include the right to modify, reproduce, distribute, display, perform, create derivative works from, or exploit any PortHill Content for any purpose not expressly authorized by these Terms.

For Services engagements that involve the creation of custom deliverables — including software code, system designs, technical documentation, architectural diagrams, and integration specifications — the ownership and licensing of such deliverables shall be governed by the applicable Service Agreement. Unless a Service Agreement expressly provides otherwise, PortHill retains ownership of all pre-existing materials, methodologies, tools, and frameworks used in the delivery of the Services, and grants you a perpetual, non-exclusive license to use the custom deliverables solely for your internal business operations.

5.3 Trademarks

PortHill, the PortHill logo, and all related names, marks, and slogans are trademarks or registered trademarks of PortHill Trading Co., Ltd. in China and other jurisdictions. All other trademarks, service marks, logos, and trade names appearing on the Website or in the Services are the property of their respective owners. You may not use any of the trademarks of PortHill without our prior written permission, nor may you use any metatags, hidden text, or other techniques that incorporate our trademarks in a manner likely to cause confusion, dilute distinctiveness, or mislead consumers.

Any goodwill arising from the use of the trademarks of PortHill by you shall inure solely to the benefit of PortHill. You agree not to register, attempt to register, or use any domain name, social media handle, or business name that is identical or confusingly similar to any PortHill trademark. If you become aware of any unauthorized use of our intellectual property, we encourage you to report it to help@porthill.lat so that we may take appropriate action to protect our rights.

6. Acceptable Use Policy

Your use of the Website and Services must at all times comply with applicable local, national, and international laws and regulations. You agree that you will not engage in any activity that interferes with, disrupts, or harms the Website, the Services, our systems, or other users. Prohibited activities include, without limitation, uploading, posting, transmitting, or otherwise making available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of the privacy of another, hateful, or racially, ethnically, or otherwise objectionable.

You further agree not to use the Website or Services to transmit any virus, worm, Trojan horse, ransomware, spyware, or other harmful or malicious code; to attempt to gain unauthorized access to any portion of the Website, our servers, or any other systems or networks connected to the Website; to engage in any form of automated data collection, including scraping, crawling, mining, or harvesting, without our express written consent; to send unsolicited commercial communications or spam; to impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity; or to collect or store personal data about other users without their knowledge and consent.

PortHill reserves the right, but does not assume the obligation, to monitor user activity and to investigate suspected violations of this Acceptable Use Policy. We may, in our sole discretion, remove or disable access to any content that violates these Terms and may terminate or suspend the accounts of repeat infringers. We fully cooperate with law enforcement authorities in the investigation and prosecution of illegal activities and will disclose information about you to government or law enforcement officials as we, in our sole discretion, believe necessary or appropriate.

7. Confidentiality

In the course of your engagement with PortHill, you may disclose or make available to us certain information — whether technical, business, financial, operational, or otherwise — that is designated as confidential or that should reasonably be understood to be confidential given the circumstances of disclosure (Confidential Information). PortHill agrees to hold your Confidential Information in strict confidence and to use it only as necessary to perform the Services or to comply with these Terms. We will exercise at least the same degree of care to protect your Confidential Information as we use to protect our own confidential information of a similar nature, but in no event less than reasonable care.

The obligations of confidentiality described in this Section shall not apply to information that: (a) is or becomes publicly available through no fault of PortHill; (b) was lawfully in our possession prior to your disclosure; (c) is independently developed by PortHill without reference to or use of your Confidential Information; (d) is received from a third party not under any obligation of confidentiality; or (e) is required to be disclosed by law, regulation, or court order, provided that PortHill gives you prompt notice of such requirement and reasonably cooperates with your efforts to limit the disclosure.

PortHill may likewise disclose Confidential Information to you in the course of delivering the Services. You agree to protect the Confidential Information of PortHill with the same degree of care described above. Neither party shall use the Confidential Information of the other for any purpose other than the performance of obligations and exercise of rights under these Terms and any applicable Service Agreement. Upon termination or expiration of the business relationship, each party shall return or destroy all Confidential Information of the other party, subject to any legal retention requirements.

8. Disclaimers and Warranties

The Website and all Services are provided on an as is and as available basis without any representation, warranty, or condition of any kind, whether express, implied, statutory, or otherwise. PortHill expressly disclaims all implied warranties, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. We make no warranty that the Website or Services will meet your requirements, achieve any particular result, be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components.

PortHill does not warrant the accuracy, completeness, reliability, or currency of any information, content, or materials provided through the Website or in connection with the Services. Any reliance you place on such information is strictly at your own risk. We disclaim any responsibility for any harm resulting from the acts or omissions of third-party service providers, vendors, or partners, even if such parties were engaged by PortHill in connection with the delivery of the Services. The allocation of risk reflected in this Section is an essential element of the bargain between the parties, and PortHill would not enter into these Terms without these limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you to the extent prohibited by applicable law. In such jurisdictions, the scope and duration of warranties and the extent of our liability shall be the minimum permitted under such applicable law. Nothing in these Terms shall affect any statutory rights that you may have as a consumer that cannot be waived or limited by contract.

9. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall PortHill Trading Co., Ltd., its affiliates, directors, officers, employees, agents, contractors, suppliers, or licensors be liable for any indirect, incidental, special, consequential, punitive, exemplary, or reliance damages of any kind, including without limitation lost profits, loss of revenue, loss of business opportunity, loss of data, business interruption, damage to goodwill, or cost of procurement of substitute goods or services, arising out of or in connection with these Terms, the Website, or the Services, regardless of the theory of liability — whether based in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise — even if PortHill has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.

The aggregate total liability of PortHill to you for any and all claims, losses, or damages arising out of or relating to these Terms, the Website, or the Services shall not exceed the greater of: (a) the total fees actually paid by you to PortHill for the specific Services giving rise to the claim during the twelve-month period immediately preceding the event that gave rise to the claim; or (b) one hundred United States dollars (USD 100.00). The existence of more than one claim shall not enlarge this limit. This limitation applies to all causes of action in the aggregate and is cumulative, not per incident.

You acknowledge and agree that the limitations of liability set forth in this Section are a fundamental basis of the bargain between you and PortHill, that PortHill has set its fees and made the Website and Services available in reliance upon these limitations, and that these limitations shall apply even if any remedy fails of its essential purpose. You further agree that any claim or cause of action arising out of or related to your use of the Website or Services must be filed within one year after such claim or cause of action arose, regardless of any statute or law to the contrary.

10. Indemnification

You agree to indemnify, defend, and hold harmless PortHill Trading Co., Ltd. and its affiliates, together with their respective directors, officers, employees, agents, successors, and assigns (collectively, the Indemnified Parties), from and against any and all claims, demands, actions, suits, proceedings, investigations, damages, losses, liabilities, judgments, settlements, costs, and expenses — including reasonable legal and accounting fees — arising out of or related to: (a) your use of the Website or Services; (b) your violation of these Terms; (c) your violation of any applicable law, regulation, or the rights of any third party; (d) any content or information you submit, post, transmit, or make available through the Website or Services; or (e) your negligence, fraud, or willful misconduct.

PortHill reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate fully with our defense of such claims. You shall not, without the prior written consent of PortHill, settle, compromise, or consent to the entry of any judgment in any pending or threatened claim, action, or proceeding in respect of which indemnification has been sought hereunder, unless such settlement includes an unconditional release of all Indemnified Parties from all liability arising from such claim, action, or proceeding.

Your indemnification obligations under this Section shall survive the termination or expiration of these Terms and your use of the Website and Services. This indemnity is in addition to, and not in lieu of, any other remedies that may be available to PortHill under applicable law or equity. If you are a resident of a jurisdiction that restricts or prohibits indemnification provisions, the scope of your indemnification obligation shall be the maximum permitted under such applicable law.

11. Third-Party Links and Services

The Website and certain aspects of the Services may contain links to or integrate with websites, applications, platforms, and services operated by third parties over which PortHill exercises no control. These links and integrations are provided solely for your convenience and information and do not constitute an endorsement, sponsorship, or recommendation by PortHill of the linked site or its content, products, services, or operator. PortHill makes no representations or warranties of any kind regarding any third-party website, application, or service accessible through the Website.

You acknowledge and agree that PortHill is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any third-party content, goods, or services available on or through any third-party website, application, or service. When you navigate away from the Website to a third-party destination, you do so entirely at your own risk and you should review the terms of service and privacy policy applicable to that destination.

Any dealings you have with third parties found through the Website or Services, including payment for and delivery of goods and services, are solely between you and that third party. PortHill shall not be a party to or in any way responsible for monitoring any transaction between you and any third party. We encourage you to exercise appropriate caution and due diligence before engaging in business with any third party.

12. Termination

These Terms shall remain in full force and effect while you access or use the Website or Services. PortHill may, in its sole discretion and without prior notice, terminate or suspend your access to the Website and Services, or any portion thereof, at any time and for any reason, including without limitation if we determine that you have breached any provision of these Terms, engaged in conduct that we consider harmful to our interests or those of other users, or failed to pay any fees when due. Termination shall be effective immediately upon notice to you, which notice may be provided by email or through the Website.

Upon termination, your right to access and use the Website and Services shall immediately cease, and you shall promptly destroy all copies of PortHill Content in your possession or control. All provisions of these Terms that by their nature should survive termination shall survive, including without limitation ownership provisions, disclaimers of warranty, limitations of liability, indemnification obligations, confidentiality obligations, and governing law provisions. Termination shall not relieve you of any payment obligations that accrued prior to the effective date of termination.

You may terminate your account and these Terms at any time by discontinuing your use of the Website and Services and, if you have an account, by closing your account through the account settings if available, or by notifying us at help@porthill.lat. Termination by you shall not entitle you to any refund of fees already paid, unless expressly provided otherwise in the applicable Service Agreement or required by law. PortHill shall retain the right to delete or archive any data associated with your account following termination, subject to our data retention obligations under applicable law and our Privacy Policy.

13. Governing Law

These Terms, and any dispute, claim, or controversy arising out of or relating to them, shall be governed by and construed in accordance with the laws of China, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or any transaction between you and PortHill. The Uniform Computer Information Transactions Act (UCITA), as enacted in any jurisdiction, shall not apply to these Terms.

You agree that the courts of Anqing City, Anhui Province, China shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding, and to settle any disputes, which may arise out of or in connection with these Terms. You irrevocably submit to the jurisdiction of such courts and waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. However, nothing in this Section shall limit the right of PortHill to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

If you are accessing the Website or using the Services from outside China, you are responsible for compliance with all local laws applicable to your activities, and you agree that you will not use the Website or Services in a manner that violates any applicable export control, economic sanctions, or data protection laws of your jurisdiction or any other relevant jurisdiction. PortHill makes no representation that the Website or Services are appropriate or available for use in all locations and accessing them from territories where their content or provision is illegal is prohibited.

14. Dispute Resolution

PortHill is committed to resolving disputes in a fair and efficient manner. Before initiating any formal legal proceeding, you agree to first attempt to resolve any dispute informally by contacting PortHill at help@porthill.lat with a detailed written description of the dispute, including your name, contact information, the nature of your relationship with PortHill, and the specific relief you seek. You agree to engage in good-faith negotiations with PortHill for a period of at least sixty calendar days from the date we acknowledge receipt of your dispute notice before commencing any arbitration, litigation, or other formal proceeding.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, that cannot be resolved through informal negotiation within the sixty-day period described above shall be finally settled by arbitration administered in accordance with the arbitration rules of the China International Economic and Trade Arbitration Commission (CIETAC) then in effect. The arbitration shall be conducted in Anqing, Anhui Province, China, before a single arbitrator appointed in accordance with such rules. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction.

You and PortHill agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You hereby waive any right to participate in a class action lawsuit or class-wide arbitration against PortHill to the fullest extent permitted by applicable law. If for any reason a claim proceeds in court rather than in arbitration, you and PortHill each waive any right to a jury trial. This dispute resolution provision shall survive the termination of these Terms.

15. Changes to Terms

PortHill reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time as our business evolves, as the legal landscape changes, or as we improve the Website and Services. When we make material changes, we will provide notice by posting the updated Terms on the Website with a revised Effective Date, and we may in our discretion also notify you by email or through a prominent notice on the Website for a reasonable period before the changes take effect.

Your continued use of the Website or Services after the Effective Date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the new Terms, you must immediately discontinue your use of the Website and Services and may close your account in accordance with Section 12. Changes that relate to new features or clarifications of existing provisions that do not materially alter your rights or obligations will take effect immediately upon posting. We will maintain an archive of previous versions of these Terms, available on request by contacting help@porthill.lat.

16. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms (Notices) must be in writing and delivered to the receiving party at the addresses set forth below or to such other address as a party may designate by notice given in accordance with this Section. Notice to PortHill shall be sent to: PortHill Trading Co., Ltd., 304, Building 5, Haoyun Xincun, Yicheng Road, Yingjiang District, Anqing 246000, China, with a copy by email to help@porthill.lat. Notice to you shall be sent to the email address or postal address you have provided in your account registration or, if no such address exists, by posting on the Website.

Notices sent by email shall be deemed received upon successful transmission to the email server of the recipient, provided that no bounce-back or delivery failure notification is received. Notices sent by postal mail shall be deemed received three business days after posting in the case of domestic mail within China, or seven business days after posting in the case of international mail. Notices posted on the Website shall be deemed effective upon posting. You consent to receive electronic communications from PortHill and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

17. Contact Information

PortHill welcomes your questions, comments, and concerns regarding these Terms of Service. Our team is available to assist you with any inquiry — from clarifications about specific provisions to formal notifications required under these Terms. We are committed to transparency and will endeavor to respond to all reasonable inquiries in a timely and professional manner.

You may reach PortHill through any of the following channels:

• Email: help@porthill.lat
• Telephone: +1 (689) 888-6822
• Postal Address: PortHill Trading Co., Ltd., 304, Building 5, Haoyun Xincun, Yicheng Road, Yingjiang District, Anqing 246000, China
• Website: https://www.porthill.lat

We encourage you to reach out to us before initiating any legal proceedings so that we may attempt to resolve your concerns amicably and efficiently, consistent with our dispute resolution framework described in Section 14.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Service Agreement, and any other policies or guidelines expressly incorporated by reference herein, constitute the entire agreement between you and PortHill concerning the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of PortHill.

In entering into this agreement, neither party has relied on any statement, representation, warranty, or agreement of the other party except to the extent expressly set forth in these Terms. Each party irrevocably and unconditionally waives any right to rescission of this agreement or to damages on the basis of misrepresentation, unless such misrepresentation was made fraudulently. The section headings in these Terms are for convenience only and shall not affect the interpretation or construction of the provisions to which they refer.

18.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, void, or unenforceable for any reason, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent as closely as possible. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

The severability of any provision shall not affect the validity and enforceability of the remainder of these Terms. The parties agree that the court or arbitrator should endeavor to give effect to the intentions of the parties as reflected in the invalid provision to the maximum extent permitted by law. Without limiting the foregoing, if any limitation of liability or exclusion of warranty set forth herein is held to be unenforceable, such limitation or exclusion shall apply to the maximum extent permitted by applicable law.

18.3 Waiver

No failure or delay by PortHill in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any provision of these Terms shall not be construed as a waiver of any other provision, nor shall a waiver on one occasion be construed as a continuing waiver or a waiver on any subsequent occasion.

Any waiver by PortHill must be in writing and signed by an authorized representative of PortHill to be effective. The rights and remedies provided in these Terms are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law or equity. No course of dealing between the parties or trade practice shall act to modify, waive, or explain any provision of these Terms.

18.4 Assignment

You may not assign, delegate, or transfer these Terms, or any of your rights or obligations hereunder, in whole or in part, whether by operation of law, merger, change of control, or otherwise, without the prior written consent of PortHill. Any attempted assignment, delegation, or transfer in violation of this provision shall be null and void and of no legal effect. PortHill may freely assign, delegate, or transfer these Terms, and any of its rights or obligations hereunder, without your consent and without notice to you.

These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. In the event of a permitted assignment, all covenants and agreements contained herein shall bind and benefit the assignee. PortHill may subcontract or delegate any portion of the Services to qualified third parties without your consent, provided that PortHill remains responsible to you for the performance of the Services in accordance with these Terms.

18.5 Force Majeure

PortHill shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by events or circumstances beyond our reasonable control, including without limitation acts of God, flood, fire, earthquake, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, civil disturbance, rebellion, sabotage, epidemic, pandemic, public health emergency, governmental actions, embargoes, blockades, labor disputes, strikes, lockouts, utility failures, internet or telecommunications outages, or any other event of force majeure.

In the event of a force majeure occurrence, PortHill shall exercise commercially reasonable efforts to resume performance as promptly as reasonably practicable and shall keep you informed of the nature and expected duration of the force majeure event and the measures being taken to mitigate its effects. If the force majeure event continues for a period exceeding sixty consecutive calendar days, either party may terminate any affected Service Agreement upon written notice to the other, without liability, subject to a pro-rata refund of any prepaid fees for Services not yet rendered.

18.6 Relationship of the Parties

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between you and PortHill. Each party is an independent contractor, and neither party has the authority to bind or contract any obligation in the name of the other or to create any liability against the other in any way or for any purpose. You acknowledge that the personnel of PortHill are not your employees or agents and that PortHill retains sole control over the manner and means of delivering its Services, subject to the specifications agreed in any applicable Service Agreement.

This relationship is non-exclusive, and both parties are free to engage with other third parties. Nothing herein shall restrict PortHill from providing services similar to the Services to other clients, including your competitors, provided that PortHill maintains the confidentiality of your Confidential Information as described in Section 7. No third party shall have any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act or equivalent legislation in any jurisdiction, unless expressly provided otherwise.