General Terms and Conditions
These Terms and Conditions (“Terms”) set out the terms upon which International Compliance Workshop Limited (“ICW”, “we”, “us” or “our”) provides supply chain management and sourcing services (collectively the “Services”) through our Website. Please also read our Privacy Policy and Cookies Policy to understand how we process your data.
1. Definitions
In these Terms:
Hong Kong means Hong Kong Special Administrative Region of the PRC;
Information means all of the information available on the Website including but not limited to:
a) products design, description, and specifications;
b) manufacturing method, mode and procedures;
c) Standards and protocol;
d) particulars and qualifications of manufacturer, retailer and quality control institute;
e) transaction documents;
f) reviews or reports of products; and
g) pricing information;
h) “Platform” refers to both “QMAS” (Quality management & analytics system) & “LAB COMS” (Laboratory-customer order management system).
i) “User” refers to authorized personnel from the company, include but not limited to retailers, trading companies, manufacturers or laboratories with legal rights to use the platform.
j) “Laboratories” refers to the laboratory or agency using the platform for order management.
Intellectual Property(ies) means patents, inventions, trade marks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any jurisdiction (including but not limited to Hong Kong) and the right to sue for passing off.;
Websites means the websites located under the icw.io domain and its sub domains.
2. Our Services and Accessing Our Service
The purpose of the Website, our Services and Platform are:
a) data storage and file sharing services to manufacturers to store, share and submit documents as requested to authorized parties;
b) sourcing service to retailers or brand owners by categorizing and sorting manufacturers according to the nature of products, their qualifications in terms of product quality and manufacturing processes and review from other users of the Website;
c) referral service for quality control institutes to offer testing, inspection and certification services at the request of retailers and/or manufacturers;
d) provision of order management services, including but not limited to order creation, processing, tracking, and report generation;
e) provision of a more reliable and stable service (save and except reliability or continuity of service being interrupted or affected by force majeure events or third-party factors or any factors beyond our reasonable control) ;
f) Users are responsible for using the functionalities provided by the platform and complying with all applicable laws and regulations.
(collectively, the “Permitted Purposes”)
In respect of laboratory issues:
a) The Platform will implement reasonable technical and organizational measures to protect the laboratory’s data security, including but not limited to encryption, backups, and access controls.
b) The Platform will only process laboratory data based on user authorization and instructions and will not share it with any third parties unless explicitly authorized by the user or required by law.
c) Users must ensure that the data stored and processed on the platform comply with all applicable privacy and data protection laws and regulations.
ICW grants you an access to make use of the Website/Services and we offer different Services based on your subscription type, your user role or the level of access you have been granted. By accessing the Website, you and any entity or firm you are authorized to represent (“you” or “your”) agree to be bound by these Terms.
To use our Services, Websites and Platforms, you will need to create an account, registering as our user(s). You are solely responsible and liable for any activity occurring on your account, and you must keep your account password secret. You must inform us immediately of any breach of security issue or unauthorized use of your account by emailing us at info@icw.io. We will have the right to suspend or terminate the account immediately. We will not be liable for any losses caused by the unauthorized use of your account, but you may be liable for losses of others caused by such unauthorized use.
When you use our Services, you may upload Information such as documents and files which belong to your company proprietary. Your subscription grants us the right and permission of use to host and store your files uploaded to the system. Our Services also provide you with features like photo, document preview, email sharing, editing and searching. These and other features may require our systems to access, store and scan your documents. It is necessary to also grant our trusted third-party vendors or service providers or our affiliates to use your files uploaded to the system. As such, you are reminded to be careful of what information you upload and share. Your Information is processed in accordance with our Privacy Policy.
You may invite a person (“Invited User”) to use our Services through a subscription and you should understand the permissions you are granting to Invited Users before you extend the invitation. If you are an Invited User, by login to our Websites and use our Services, you, as an Invited User, confirm that you have read through and accepted these Terms and shall be bound by them. Access of an Invited User may be revoked at any time by the initiating party.
This access does not include any resale or commercial use of the Website or any Information contained therein; any collection and use of any product listings, descriptions or prices; any derivative use of the Website or any Information contained therein; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots or similar data gathering and extraction tools.
3. Prohibited Activities
You must not:
a) upload any illegal and infringing documentation, information, software or malware which may lead to breaching the laws of any jurisdiction including but not limited to any intellectual property rights, the Personal Data (Privacy) Ordinance (Cap. 486), Copyright Ordinance (Cap. 528) and the Patent Ordinance (Cap. 514);
b) reproduce of Information in whatsoever form, publish, perform in public, communicate to the public, or make an adaptation of the Information or any part of the Information other than for the Permitted Purpose;
c) reproduce, duplicate, copy, sell, resell, visit or otherwise exploit the Website or any portion thereof for any commercial purpose without our prior explicit written consent;
d) resell, lease or provide our Services in any way not expressly permitted through our Services.
e) repackage, resell, or sublicense any leads or data accessed through our Services.
f) access or monitor the Information or any part of the Information using any robot, spider, scraper or other automated means without our prior written consent;
g) violate the restrictions in any robot exclusion headers on the Website or bypass or circumvent any other measures employed to prevent or limit access to the Website;
h) take any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure;
i) attempt to modify, copy, translate, adapt, reproduce, edit, decompile, disassemble, or reverse engineer any software programs or extract the source code of any part of our Services used by us in connection with the Website;
j) undermine the security or integrity of our computing systems or networks;
k) use our Services in any way that might impair functionality or interfere with other people’s use;
l) access any system without permission;
m) introduce or upload anything to our Services that includes viruses or other malicious code;
n) share anything that may be offensive, or infringes on the rights of others;
o) commit fraud or other illegal acts through our Services;
p) act in a manner that is abusive or disrespectful to our employee, partner, or other ICW’s customer. We will not tolerate any abuse or bullying of our ICW employees in any situation and that includes interaction with our support teams.
Any unauthorized use or misuse of the ICW Services, which shall be determined at our sole absolute discretion, shall constitute a material breach to these Terms and we have the right to terminate the permission or access granted by ICW forthwith without notice.
ICW may remove any content or Information that violates these terms or our other policy at our absolute discretion without prior notice.
4. Indemnity
You agree to indemnify and keep us fully indemnified from and against all costs, claims, demands, liabilities, expenses, damages and loss caused by:
a) your use of the Information or any part of the Information for any purpose other than the Permitted Purpose;
b) your non-observance to any of these terms including but not limited to the Privacy Policy and the Cookies Policy; or
c) your breach of any laws and regulations including but not limited to the infringement of any Intellectual Property rights of any third party.
If it is the laboratories that have made mistakes, errors or wrong findings in the testing, inspection and certifications, whether due to negligence, human errors, or otherwise, the laboratories shall take the full responsibility of such mistakes, errors or wrong findings. If client claim the damage, it is laboratory’s sole responsibility and laboratory should indemnify ICW against all loss and damages including but not limited to the legal costs incurred by us.
This Term shall survive the termination of agreements between you and the Company unless otherwise agreed.
5. Your warrants and responsibilities
You warrant that you have full power and authority to enter into these Terms and free from any restriction, contractual, legal or statutory obligation which may hinder your performance in fulfilling your obligation under these Terms.
You promise that you will keep your information (including a current email address) up to date. You are responsible for providing true, accurate and complete information. You acknowledge that we may rely on any information you provide to us and we are not responsible to verify the information as to their accuracy, correctness and completeness. You should also be responsible for verifying the accuracy of any information that you use from our Services for your legal, tax and compliance obligations.
You are also responsible for protecting your account login details from getting stolen or misused. Please protect your login and password to access ICW carefully, make sure that it was not leaked to other. Meanwhile, please also keep your account information up to date. You are also responsible for controlling access to your accounts that any person authorized by you, including your employees or any Invited Users, shall be well trained for the use of our Services. You are responsible for resolving any disputes with any Invited Users over access to your account and for all their activities.
You shall pay the agreed fee timely. Any late payment will be subject to a daily interest equals to the HSBC’s Best Lending Rate as at the respective due day plus 3% per annum from the due date of the respective payment.
Laboratories should ensure their qualification and accreditation is valid and in full effect at all times during your use of our Service and shall be required to immediately provide the accreditation certificates to ICW for due diligence check upon requested.
6. Intellectual Property
We own everything we have put into our Services and Platform unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and layout and workflow of our Services and Platform. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other Intellectual Property.
You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our Intellectual Property rights in any way not expressly permitted by us.
ICW is protected by copyright, trademark, and other applicable laws in respect of protection of Intellectual Property. These Terms don’t grant any right to anyone, title or interest in the Services. We respect the Intellectual Property of others and request all our users to follow. We respond to notices of alleged Intellectual Property infringement if they comply with the law, and report any non-conformity to enforcement body if there is a breach of the legal requirements.
The Website contains trademarks which are owned and registered by ICW to distinguish its Services. No license to use any of these trademarks is hereby granted or implied and no transfer of any of these Intellectual Properties is contemplated under these Terms. No reproduction is permitted without written authorization by ICW.
Content in the Services may be protected by others’ Intellectual Property rights including ICW knowledge database, chemical management database. You must not download, copy or share those contents which are protected by law unless you have the authorization to do so. We are not responsible for the content which users post and share via ICW.
In the event of infringement or unauthorized use of Intellectual Properties or breach of this Term, we may terminate the permission or access granted by ICW forthwith without further notice to you.
7. Billing
In consideration of the complete and proper fulfillment of services done by the Laboratories in accordance with this terms and conditions, you agree to pay to us the fees set forth in our quote by displayed on website system or email.
We will issue an invoice to you in accordance with our quote, and you shall settle the payment in accordance with the timelines stated therein, failing which we or the Laboratories will not commence or continue with any work or provide the service. If there is/are any completion schedule(s), such schedules shall automatically be extended.
The prices stated in the quote shall exclude all kinds of taxes which shall be fully responsible by you.
ICW will only pay to the laboratories for the testing, inspection and certification transaction after the client pays the fees to ICW, within 30 days which ICW make payment via bank transfer. If eventually the client does not pay for the transaction, ICW hold no responsibility for the transaction and would not pay to the laboratories.
8. No warranty
We do not warrant:
a) the accuracy, quality, completeness, or reliability of the Website, the Information and any offering made by a third party;
b) that the Website and the Information is be error free, virus free, uninterrupted or free from unauthorized use or hackers;
c) the quality of goods and/or services of any offering made by a third party.
9. Liability Limitation
The Information available on the Website is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. You should not construe this as technical, legal, other professional advice. You assume all risk in connection with your use of the Website and the Information and acceptance and use of any offering from a third party. Use of the Information on this Website is at your own risk. We do not accept any responsibility in verifying the Information provided by other users of the Website.
In no event will ICW be liable for any loss of use, data, business or profits, any indirect, special, incidental or consequential damages. Moreover, ICW will not be liable for any single or aggregate liability for any claims relating to the Services for more than the paid amount of the Service. We will not in any circumstances be liable (whether in contract, tort or otherwise) for any consequential, special, incidental or indirect loss or damage including loss of profit which may arise under these Terms.
10. General
We may amend or vary these Terms at any time without prior notice. We will notify you of any changes to these Terms by written notice.
In no event shall the parties to these Terms be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. It being understood that the affected party shall notify the other party when such a circumstance arises with an estimation of period being affected and shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances.
You may have other agreements with ICW or its affiliates or subsidiaries. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with ICW. In the event of inconsistency between these Terms and those separate agreements, terms in those separate agreements shall prevail. Except for those terms which cannot by law be excluded, all terms other than those expressly contained in these Terms are excluded. The breach of these Terms shall not prejudice your obligation for payment to the Company thereunder.
The Company may transfer or assign its rights under these Terms to its affiliates or appoint its affiliates in performing the Company’s obligation. However, you shall not transfer or assign any of your rights and obligations without the Company’s prior written consent.
If at any time any provision of these terms is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby.
Nothing in these Terms shall constitute, or be deemed to constitute a partnership, joint venture or any legal entity hereto. Actions of either party to these Terms shall not bind the other party in any circumstances.
11. Confidentiality
Both parties agree to keep all discussion, dealing and information including but not limited to Information on the Website, customers’ information, business plans in strict confidential at all times during the term of the agreement and for a further period of Three (3) years following the expiry of the agreement. This Term will not apply to:
a) any information which has been published or otherwise entered into the public domain other than by a breach of these Terms;
b) information already in the possession of the recipient party before the disclosure made by the disclosing party has taken place; and
c) information which a party is required by laws to disclose.
12. Insurance policy
Both parties to these terms are responsible for purchasing their own corporate insurance (including but not limited to professional liability insurance, employer liability insurance, auto insurance and property insurance).
We refuse to assume any liability to you as the insurer or guarantor.
You acknowledge that although we have workers’ compensation and employer liability insurance, such insurance does not apply to any employees of you or a third party under these Terms. If the service is performed at your premises or premises of a third party, our insurance does not apply to employees other than ours.
13. Termination
If you use our Services by way of subscription, you are free to stop using our Services by informing us your cessation of subscription with us at any time but there is no refund for the paid contract period. If you opt for monthly subscription, you must also pay the monthly subscription fee for the remaining months of the contract period to the Company immediately upon termination.
Without prejudice to other Terms hereunder, Parties to these Terms may terminate the agreement at the occurrence of the following events:
a) either party to these Terms commits any breach (whether willful or not) of any of provisions under these Terms and no remedial measure is taken after 30 days from the receipt of written notice of the breach from the innocent party;
b) overdue payment; and
c) a petition is presented or an order made for the winding up whether voluntarily or not or an appointment of receiver or liquidator.
Termination of agreement shall not affect the payment obligation arising prior to the termination.
We also reserve the right to suspend or end the Services at any time at our sole discretion and without notice, in circumstances such as but not limited to, users who breach the agreement, violate these Terms include Privacy Policy or in any issues which would cause legal liability, disrupt the Services or disrupt others’ use of the Services.
14. Governing law and dispute resolution
Your access to, and use of, this Website, the Privacy Policy and these Terms (and any dispute, controversy, proceedings or claim of whatsoever nature arising in any way therefrom) shall be governed by, and interpreted in accordance with the laws of the Hong Kong exclusive of any rules with respect to conflicts of laws.
Any dispute, controversy, difference or claim arising out of or relating to this agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong.
