Terms & Conditions

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, data, content, materials, and outputs made available, accessed, processed, or generated through the Website, Platform, or Services, including but not limited to:

Nothing in these Terms transfers ownership of Client-provided information or data to ICW or modifies any intellectual property ownership rights expressly established in a separate written agreement between ICW and the Client.

Platform means ICW's software platforms, applications, artificial intelligence solutions, regulatory intelligence systems, APIs, tools, and related technology made available to users, including QMAS, LAB COMS, and any other current or future ICW products or services.

Users refers to authorized personnel from the company, including but not limited to retailers, trading companies, manufacturers or laboratories with legal rights to use the platform.

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.

Website means the websites located under the icw.io domain and its sub domains.

Services means all software-as-a-service offerings, platform functionality, artificial intelligence capabilities, regulatory intelligence, compliance analysis, automated workflows, integrations, technical support, and related products or services provided by ICW, whether through the Website, Platform, APIs, or other means.

2. Our Services and Accessing Our Service

The purpose of the Website, our Services and Platform are to enable users to:

(collectively, the “Permitted Purposes”)

The Permitted Purposes do not authorize any use prohibited under Section 3 of these Terms, including the unauthorized extraction, reproduction, reverse engineering, or competitive exploitation of ICW's proprietary technology, regulatory intelligence, databases, models, or workflows.

Users are responsible for using the functionalities provided by the platform in compliance with all applicable laws and regulations.

The Platform will implement reasonable technical and organizational measures to protect the user's data security, including but not limited to encryption, backups, and access controls.

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.

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, only if such unauthorized use is due to a direct responsibility of the Company.

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 for your (the Client’s) benefit only. 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 for your (the Client’s) benefit only. 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:

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

The Parties agree to indemnify and keep each other fully indemnified from and against all costs, claims, demands, liabilities, expenses, damages and loss caused by:

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.

This Term shall survive the termination of agreements between you and the Company unless otherwise agreed.

5. Warrants and responsibilities

The Parties warrant that they have full power and authority to enter into these Terms and free from any restriction, contractual, legal or statutory obligation which may hinder their performance in fulfilling their obligation under these Terms.

The Parties promise that they will keep their information (including a current email address) up to date. The Parties are responsible for providing true, accurate and complete information. The Parties acknowledge that they may rely on any information provided to each other and we are not responsible to verify the information as to their accuracy, correctness and completeness. The Parties should also be responsible for verifying the accuracy of any information that they use from each other’s Services for their legal, tax and compliance obligations.

The Parties are also responsible for protecting account login details from getting stolen or misused. The Parties both agree to protect login and password to access ICW carefully The Customer is also primarily responsible for authorizing access to your accounts. The Customer agrees that any person authorized, including your employees or any Invited Users, shall be 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.

ICW shall indemnify and hold The Company harmless from any and all damages, costs, expenses, disputes, actions, controversies and/or, in general, prejudice that it may suffer as a result of infringement of any intellectual property rights of any third party because of our Services and Platform

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.

The Parties mutually acknowledge that the fees will be paid to ICW, since the Company is fully unrelated to the relationship between ICW and the Laboratories. Therefore, Laboratories will not be able to demand anything from the Company. Any bond of solidarity between the Company and ICW towards the laboratories is excluded, except that The Company demand any services from any Laboratories out of our platform which this term would be not applicable.

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 holds no responsibility for the transaction and would not pay to the laboratories.

8. Representation and Warranties

ICW represents and warrants that the Website and the Platform are in conformity with the applicable law and will be error free, virus free, uninterrupted of free from unauthorized use or hackers. ICW shall indemnify and hold the Company harmless from any and all damages, costs, expenses, disputes, action, controversies and/or, in general, prejudice that it may suffer as a result of violation of such obligations.

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.

The Parties agree to indemnify and keep each other fully indemnified from and against all costs, claims, demands, liabilities, expenses, damages and loss caused by:

10. General

Either party may amend or vary these Terms at any time without prior notice. The amending party will notify the other 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 for the business related to the respective agreement. 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:

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).

Both Parties refuse to assume any liability to each other in their respective roles 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 after the minimum subscription period i.e. at least 18 months, but there is no refund for the paid contract period unless the cessation is for cause or breach. 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:

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.

The Company reserves the right to suspend the payment in case of technical complaints about the use/or operation of the Website and/or the Platform. Technical complaints are defined as errors, bugs or down of servers which constitute the system cannot be functioned as normal. Other non-functional factors such as, but not limited to, user-friendliness or desired functions which are not in agreed service scope would not be deemed as technical complaints.

Upon the termination of the Agreement for whatsoever reasons, ICW undertakes to return to the Company all data and/or Information uploaded by the Users on the Platform. The data will be exported to a hard drive (hard-disk or thumb-drive) and provide to the Company within 30 working days upon the expiry of termination.

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.