INTERTEK TESTING SERVICES HONG KONG LIMITED
INTERTEK VERIFIED SERVICES TERMS AND CONDITIONS

1. Provision of the Services
1.1 Intertek Testing Services Hong Kong Limited (hereinafter "the Company") agrees to provide the Services in accordance with and subject to the terms and conditions herein contained (hereinafter "these Conditions"). These Conditions may only be modified in writing and signed on behalf of the Company by a director. No other action on the part of the Company or its employees or agents shall be construed as an acceptance of any other terms and conditions.
   
2. Definitions and Interpretations
2.1 In these Conditions, unless otherwise specified, the following words and phrases shall have the following meanings:-
"Agreement"

means an agreement between the Company and the Customer relating to the Services, including these Conditions;
"Application Form" means the prescribed form of HKTDC and used by the Customer for the subscription of the Services which will in any event comply with these Conditions;

"Certifications" means the certifications as identified by the Customer in the CIFV Form;

"Charges" means the Company's charges in connection with the provision of the Services payable by the Customer in accordance with Clause 9 of these Conditions;

"CIFV Form" means the Client Registration Form for Verification (CIFV) provided by the Company to the Customer pursuant to Clause 3.2;

"Customer" means any person who applies or subscribes for or utilises the Service;

"Effective Date" means the date of the Application Form;

"HKTDC" means The Hong Kong Trade Development Council;

"Materials" means any certification, documentation and information identified on the CIFV Form to be provided by the Customer to the Company as required by the Company to carry out the Services;

"Parties" means both the Company and the Customer; and the term "Party" shall refer to either the Company or the Customer;

"Service(s)" means the service(s) of certificate(s) verification to be provided by the Company to the Customer as identified in the CIFV Form and the consent which may be given by the Company to display the Verified Mark (as defined below) on the website of HKTDC subsequent to an Authentication (as defined below) in the manner as set out in these Conditions; and

"Verified Mark" means the trademark owned by Intertek.

2.2 For the purposes of interpretation of the provisions herein:-
2.2.1 words importing the singular shall include the plural and vice versa and any words importing the masculine gender shall include the feminine and neuter gender;

2.2.2 where any provision contains the expression "and/or" then this shall mean that the relevant provision may apply to either or both of the Parties or all or any of the matters that such expression shall connect;

2.2.3 any reference to a clause number shall, unless the context requires otherwise, mean the relevant clause in these Conditions;

2.2.4 headings are inserted for ease of reference only and, save where referred to otherwise, shall not form part of the terms of these Conditions; and

2.2.5 any word or term defined at any point in these Conditions shall bear a like meaning throughout these Conditions.
   
3. The Services
  3.1 The Services shall be subscribed by the Customer by way of submission of a duly completed Application Form to HKTDC.

  3.2 The Company shall as soon as reasonably practicable upon receipt of HKTDC's notification of the Customer's subscription of the Services provide the Customer with a CIFV Form or request the Customer to download the CIFV Form from the Company's webpages. The CIFV Form shall be duly completed by the Customer and submitted to the Company online, by email, post or courier to the Company at the address specified in the CIFV Form or at another address notified by Intertek to the Customer for the purposes of identifying the required Certifications.

  3.3 The Company shall not be obliged to carry out the Services in respect of any Certification unless and until all of the Materials concerning such Certification shall have been provided by the Customer to the Company.

  3.4 The Company shall upon receiving the CIFV Form and the Materials from the Customer perform a verification ("First Verification") in respect of the authenticity and validity of the Certifications (the "Authentication").

  3.5 The Customer hereby authorises the Company to notify the results of the Authentication (the "Results") to HKTDC without notice to the Customer.

  3.6 In the event that the Company is satisfied in its absolute discretion with the Authentication, the Customer shall be entitled to display the Verified Mark on its website, in exhibitions or trade fairs participated by the Customer or for any other purposes subject to the prior written approval of the Company provided that the Customer shall cease to display the Verified Mark forthwith after the termination of the Agreement or at any time upon the written demand of the Company at its sole discretion without giving any reason therefor to the Customer.

  3.7 In the event of any dispute between the Company and the Customer arising from or in connection with the Results or the Authentication, the Company's decision in respect of the same shall prevail.

  3.8 The Customer may at any time within a period of twelve months after the Effective Date ("Initial Period") submit another CIFV Form (other than the one submitted to the Company for the purposes of the First Verification) for the Services without charges ("Second Verification") and these Conditions shall apply to the Second Verification, provided that there shall only be one Second Verification during the entire Initial Period.

  3.9 When conducting the Second Verification, the Company shall also conduct Authentication on Certification identified in the CIFV Form Submitted for the First Verification.
   
4. Duration and Renewal of the Authentication
  4.1 The Verified Mark, including the Verified Mark which might have been accredited to the Certification under the Second Verification, shall be valid during the Initial Period and the Agreement shall be terminated thereafter unless it shall have been renewed in accordance with this Clause 4.

  4.2 In the event that the Customer:-
 

4.2.1

 intends to renew the accreditation of the Verified Mark, then the Customer shall complete a new Application Form in accordance with Clause 3.1 and the provisions of Clauses 3.2 to 3.8 shall apply mutatis mutandis.

 

4.2.2

 does not renew the accreditation of the Verified Mark, then the Agreement shall be terminated upon the expiration of the Initial Period.

  4.3 The Company shall be entitled to terminate the Agreement at any time at its sole discretion if, in the opinion of the Company, the Customer has perpetrated any fraud or dishonesty on the Company or HKTDC in respect of the use of the Service or the Verified Mark.
   
5. Intellectual Property
  5.1 All rights (including but not limited to copyright) in the Verified Mark or other material produced by the Company in the course of providing the Services shall remain vested in the Company. The Customer shall not use the Verified Mark, reproduce or make copies, publish or disclose the contents of any such material or extracts thereof to any third party without the Company's prior written consent, which may be refused at its discretion. The Customer further undertakes that its servants and agents shall keep confidential and shall not publish or otherwise use any information that may be acquired relating to the Company's activities in the provision or performance of the Services.

  5.2

The Customer agrees to indemnify the Company against any loss, damage, charges, liability, cost and expense suffered or sustained by the Company arising from or in connection with any breach or non-performance of this Clause 5.
   
6. Warranties and Liabilities
6.1 The Company undertakes to exercise due care and skill in the performance of the Services and accepts responsibility only where such skill and care is not exercised.

6.2 Subject to the Customer's instructions as accepted by the Company, the Verified Mark or other material produced by the Company (if any) shall contain statements of opinion made with due care within the limitation of the instructions received by the Company. The Company is under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received.

6.3 The liability of the Company in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising in respect of any breach of the Agreement and/or any failure to exercise due skill and care by the Company shall in no circumstances exceed an aggregate sum of the total amount of the Charges received by the Company under the Agreement provided however that the Company shall have no liability in respect of any claims for indirect, special or consequential loss including loss of profit and/or loss of future business and/or loss of production and/or cancellation of contracts entered into by the Customer.

6.4 The Company shall not in any event be liable for any loss or damage caused by delay in performance or non-performance of any of its Services where the same is occasioned by any cause whatsoever that is beyond the Company's control including but not limited to war, civil disturbance, requisitioning, governmental or parliamentary restriction, prohibitions or enactment of any kind, import or export regulations, strike or trade dispute (whether involving its own employees or those of any other person), difficulties in obtaining workmen or materials, breakdown of machinery, fire or accident. Should any such event occur the Company may cancel or suspend any contract for the provision of Services without incurring any liability whatsoever.

6.5 The Company shall not be liable to the Customer for any loss or damage whatsoever sustained by the Customer as a result of any failure by the Company to comply with any time estimate given by the Company relating to the provision of the Services.

6.6 Every officer, employee, agent or subcontractor of the Company shall have the benefit of the limitations of liability and the indemnities contained in these Conditions. So far as relates to such limitations and indemnities, any contract entered into by the Company is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.

6.7

The Company shall be discharged from all liability to the Customer for all claims for loss, damage or expense unless suit is brought within twelve (12) months after the date of the performance by the Company of the Service which gives rise to the claim or in the event of any alleged non-performance within twelve (12) months of the date when such Service should have been completed.

   
7. Sub-contracting
7.1 The Company shall be entitled at its discretion to delegate the performance of the whole or any part of the Services contracted for with the Customer to any agent or subcontractor.
   
8. Customer's Undertakings
8.1 The Customer shall ensure that instructions to the Company are given in due time and are accompanied by sufficient information to enable the Services to be performed effectively.

8.2

The Customer shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against any loss or damage suffered by the Company as a result of the provision of the Services by the Company to the Customer otherwise than resulting from the Company's own error, negligence, wilful default acts or omission.
   
9. Charges and Payment
9.1 All fees and charges for the Services shall be paid by the Customer to HKTDC prior to the provision of the Services.

9.2 The Customer shall not be entitled to retain or defer payment of any sums due to the Company on account of any dispute, cross claim or set off which it may allege against the Company.

9.3 In the event of any suspension of payment arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business or failure of the Customer to pay part or all of any sums owing to the Company, the Company shall be entitled to suspend all further performance of the Services and withhold the issue of the Verified Mark or other material requested forthwith and without liability until full payment of all sums owing to the Company together with interest thereon (if any) is made.

9.4 In the event of the Company being prevented by reason of any cause whatsoever outside the Company's control from performing or completing the Service for which an agreement is made, the Customer shall pay to the Company:

9.4.1 the amount of all abortive expenditure actually made or incurred; and

9.4.2

a proportion of the agreed fee equal to the proportion (if any) of the Service actually carried out;

and the Company shall be relieved of all responsibilities and liabilities whatsoever for the partial or total non-performance of the Service.

9.5 For the avoidance of doubt, no refund of the Charges shall be made by the Company to the Customer upon the Customer's submission of the Application Form to HKTDC irrespective of whether or not the Authentication is achieved and/or the Agreement is terminated at any time pursuant to any provisions of these Conditions.
   
10. Confidential Information
10.1 All proprietary and non-public information relating to the Customer that is held by the Company will not be disclosed by the Company to third parties except where the Company is required to disclose such information either (i) to Hong Kong Accreditation Service ("HKAS") or other accreditation bodies for the purposes of an accreditation assessment of the Company's activities or (ii) pursuant to any legal or regulatory requirement to which the Company shall be subject.
   
11. Whole Agreement
11.1 The Parties agree that the Agreement sets out the entire agreement between them relating to the subject matter hereof and the Agreement shall apply to the exclusion of all previous agreements between them in respect of the same.
   
12. Waiver
12.1 The waiver by any Party of a breach or default of any of the provisions of the Agreement by any other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions hereof, nor shall any delay or omission on the part of any Party to exercise or avail itself of any right power or privilege that it has, or may have, hereunder operate as a waiver of any breach or default by any other Party.
   
13. Invalidity
13.1 If any of the provisions of the Agreement are found by any competent authority to be void or unenforceable, such provisions shall be deemed to be deleted from the Agreement and the remaining provisions of the Agreement shall continue in full force and effect. Notwithstanding the foregoing, the Parties shall thereupon negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the provision found to be void or unenforceable (as the case may be).
   
14. Assignment
14.1 The Agreement shall be binding upon and shall ensure for the benefit of the successors and permitted assigns of the Parties. None of the Parties are permitted to assign their rights and obligations hereunder save as provided for in the Agreement.
   
15. Notice
15.1 Any notice or other communication between the Parties shall be in writing, signed by or on behalf of the Party giving it and shall be served (i) by hand when left at the last known address of the Party; or (ii) by post; or (iii) by facsimile transmission.

15.2 A notice shall be deemed to have been received if (i) delivered personally, at the time of delivery; (ii) by post 48 hours after being put in the post properly addressed with pre-paid postage; and (iii) by facsimile at the time of despatch upon a "confirmed" transmission.
   
16. Governing Law
16.1 The Agreement and all contracts for provision of the Services by the Company shall be construed in accordance with and governed by the laws of the Hong Kong Special Administrative Region ("Hong Kong") and for the purpose of any arbitral or litigation proceedings the Agreement and such contracts shall be deemed to have been made and performed in Hong Kong.
   
17. Dispute Resolution
17.1 Any dispute or claim arising out of or relating to the Agreement or the provision of, or any agreement to provide, Services by the Company shall be referred to and determined by arbitration subject to the Company's sole and overriding discretion to commence litigation proceedings in the courts of Hong Kong or the courts of any other country as the Company may choose. The Parties may agree to the appointment of an arbitrator failing which either Party may, after having made a written request to concur in the appointment of an arbitrator, request the Hong Kong International Arbitration Centre ("HKIAC") to appoint an arbitrator. The place of arbitration shall be in Hong Kong. There shall only be one arbitrator. The language to be used in the arbitral proceedings shall be English.