1. About Syon

Syon is a trade name for Syon Quality Management Company Limited (the website: www.syon-asia.com), a private company limited by shares incorporated in China. Syon acts in the capacity of an independent contractor that offers quality control services for companies buying products in Asia.

2. Confidentiality and Intellectual property rights

2.1. Each party undertakes that it shall not, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 2.2.

2.2. Each party may disclose the other party's confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 2.1; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

2.3. No party may use any other party's confidential information for any purpose other than to perform its obligations under these Terms.

2.4. Each party will retain ownership of any intellectual property rights created by them prior to or outside these Terms and to any enhancements to the same carried out during the course of these Terms.

2.5. Nothing in these Terms prevents either party from using know how developed by it as a result of these Terms or during the performance of the services, subject to any obligations in respect of confidential information and intellectual property rights.

2.6. Subject to clauses 2.4 and 2.5, the intellectual property rights in all Deliverables created by Syon belong to and vest in Syon. Syon grants you a royalty-free, global, bare, non-assignable license to use the Deliverables to the limited extent necessary for the purpose of your business. This clause is only applicable if Services and deliverables are provided to you.

2.7. Save as expressly provided in this clause, neither party has any rights in respect of any intellectual property rights or goodwill of the other party, and will not acquire any intellectual property rights or goodwill of the other party under these Terms.

2.8. Neither party may represent that it has any title in or right of ownership to any intellectual property rights of the other party.

3. Liability

3.1. No provision of these Terms will exclude or limit the liability of Syon for death or personal injury caused by its negligence or for fraud or breach of the terms implied by law or any other liability arising out of or in connection with these Terms which cannot be excluded or restricted by law.

3.2. Syon will not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with these Terms for any loss of profit, business opportunity, production, data, goodwill, anticipated savings or benefits, or for any type of indirect, special or consequential loss, even if that loss or damage was reasonably foreseeable or that party was aware of the possibility of that loss or damage arising.

3.3. In the context of any Orders and Services provided by Syon, any liability of Syon arising directly or indirectly under these Terms, or that is not otherwise expressly excluded under these Terms, shall be limited to the value of five times the Service Fees paid by you to Syon in respect of the corresponding Order giving rise to the claim. The amount of this limitation of liability shall be reduced by the amount of any unpaid Service.

3.4. Any claim by either party for breach of contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in connection with these Terms must be brought within 3 months of the act or omission alleged to have caused the loss, liability or expense in question.

3.5. Except to the extent that claims cannot be excluded or restricted by law, no claims arising out of or in connection with these Terms shall be brought by you personally against any representatives of Syon involved in the performance of the relevant obligations under these Terms, whether they are actual or deemed employees or agents.

3.6. These provisions are exhaustive of the remedies of monetary damages for you or any third party against Syon arising out of or in connection with these Terms.

4. Employment Offers

4.1. This website may contain information on employment opportunities within Syon. If you decide to apply for a vacancy we will assume that, by creating an application form or sending us your CV, you are signaling your agreement for Syon to use, hold and destroy any personal data contained in your form/CV for the purpose of considering your application in accordance with our standard recruitment procedures and for the purposes outlined in detail below.

4.2. If you apply, you agree to Syon collecting, using, storing and transferring your personal data for the purposes outlined below:

(a) to retain your details on file for up to 12 months and to notify you of any suitable vacancies that arise

(b) for purposes of market research, specifically relating to the improvement of recruitment and HR policies and practices.

5. Virus

5.1. We do not guarantee that this Website will be secure or free from bugs or viruses.

5.2. You are responsible for configuring your information technology, computer programs and platform in order to access this Website. You should use your own virus protection software.

6. Linking to our side

6.1. You may link to this Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

6.2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

6.3. You must not establish a link to our site in any website that is not owned by you.

6.4. We reserve the right to withdraw linking permission without notice.

6.5. Where this Website contains links to other sites and resources provided by third parties, these links are provided for your information only.

6.6. We have no control over the contents of these third party sites or resources.

7. Jurisdiction

7.1. These Terms are governed by and will be construed in accordance with Hong Kong law.

7.2. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination of these Terms, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration shall be in Hong Kong at Hong Kong International Arbitration Centre (HKIAC). There shall only be one arbitrator. The language to be used in the arbitration proceedings shall be English. Any decision or award of the arbitral tribunal will be final and binding upon the parties to the arbitration proceedings.

8. Orders

8.1. You may place an order ("Order") for the performance of certain services ("Services") by Syon in respect of an inspection subject using your registered user account via this Website. These Services are detailed on this Website.

8.2. Time is a reference to China Standard Time and business days is reference to working days in China (Monday to Friday from 9am to 6pm).

8.3. All Orders must be placed no later than 12:00 p.m. two business days before the expected date Syon is to perform the Service in respect of the inspection subject ("Service Date"). Any Order placed after 12:00 p.m. two business days prior to the Service Date and accepted by Syon will incur extra fees.

8.4. You will provide sufficient and accurate details about the inspection subject set out in the Order form, including in respect of products and the acceptable quality level. If you fail to provide sufficient details, Syon may, at its discretion, proceed to perform the Services according to its interpretation of relevant standards and common practices.

8.5. Syon will rely on the information contained in the Order. Syon will not be responsible to correct or amend any typographical, clerical or other error or omission in any Order, or any other document or information issued by you in relation to the Services or Deliverables. You will remain liable for the fees and charges in respect of Services performed in compliance with the Order, notwithstanding any error or omission in that document.

8.6. Syon will conduct feasibility validation in respect of Services requested in an Order. Syon will inform you if it is unable to perform any of the Services. No Order shall be deemed accepted by Syon unless and until confirmed by email by Syon.

8.7. Syon may, in its sole discretion, reject any Order.

8.8. All Orders are subject to the provisions of these Terms but to the exclusion of any terms you offer or propose and as may be specifically and expressly agreed in writing by Syon.

9. Deliverables

9.1. Syon will not be liable for any claims in respect of specific products if:

(a) on the Service Date, less than 80% of products to be inspected are ready for inspection;

(b) Syon has stated in the Deliverable that the products have failed inspection and no re-inspection has been completed; or

(c) the inspection is conducted with an acceptable quality level below 'Level II' as instructed by you.

9.2. Upon the performance of the Services, Syon will also provide certain deliverables ("Deliverables") consisting of

(a) a report prepared by Syon in respect of the particular Services and inspection subject;

(b) a certificate in respect of the particular Services and inspection subject issued by Syon, if so requested by you in the corresponding Order; and

(c) any other deliverable which Syon agrees to provide.

9.3. The Deliverables will be delivered to you as an online report, sent by email and posted online to your account.

9.4. The Deliverables issued by Syon under these Terms reflect Syon's findings at the time and place specified by you and confirmed by Syon in respect of the relevant Service and inspection subject.

10. Change control

10.1. You may change or cancel an Order by submitting a change request to Syon via the Website. Such requests must be made before 9:00 am at least one business day before the Service Date. Any cancellation or change request made after 9:00 am but before 6:00 pm on the business day before the Service Date will incur a Late Charge / Cancellation Fee.

10.2. Any cancellation or change request made after 6:00 pm on the business day prior to the Service Date will not be accepted and the relevant Service Fees in respect of the original Order will be charged to you.

11. Service fees and payment policy

11.1. Our current service fees ("Service Fees") starts from USD268 per Man-day. We normally calculate our Service Fees according to our standard man-day rates. Syon may review and vary the Services and the Service Fees at its discretion.

11.2. The Service Fees include normal travel costs and third party expense. An exceptional travel fee will be charged if Syon undertakes an inspection at remote location. The amount of the exceptional travel fee will be agreed on a case-by-case basis upon validation by Syon of your booking of Services.

11.3. All amounts due to Syon under these Terms will be paid in USD.

11.4. If you are placing an Order for the first time, you shall pay the relevant Service Fees to Syon prior to the Service Date.

11.5. If you are an existing client, Syon will invoice the Service Fees to you in arrears at the end of each calendar month. The invoice will detail all Services performed and any fees and expenses incurred by Syon in support of the Services during that particular month. Invoices will be sent by email and you will pay each invoice upon delivery of the invoice.

11.6. All invoices will be paid in full, without deduction and in cleared funds by telegraphic transfer to a bank account designated by Syon or by Paypal. You will bear your own bank fees and overseas bank charges in respect of any payment made to Syon.

11.7. Without prejudice to any other right or remedy that it may have, if you fail to pay Syon the outstanding invoice amount on the due date:

(a) you will pay interest on the overdue amount at the rate of 4% per annum above the best lending rate for the time being of the Hong Kong. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment; and

(b) Syon may suspend all Services until payment has been made in full.

11.8. Payment by of the Service Fees is without prejudice to any claims which Syon may have against you and does not constitute any admission or waiver by Syon as to the performance by you of your obligations under these Terms.

12. Your obligations

12.1. You will:

(a) act conscientiously and in good faith;

(b) co-operate with Syon in all matters relating to the Services;

(c) prior to placing an Order, register on the Website;

(d) supply Syon with accurate, relevant and complete information (to the best of your knowledge), including information regarding the inspection subject;

(e) ensure that Syon will have access to all information reasonably necessary for the performance of the Services no later than two business days prior to the Service Date (subject to late submission of Orders);

(f) procure access to the inspection subject for Syon and its representatives;

(g) whenever relevant, inform Syon of all health and safety rules and regulations and any other reasonable security requirements that apply at the premises where the inspection subject is located;

(h) comply with all applicable laws in the performance of the Services; and

(i) inform Syon of material matters related to the inspection subject and the performance of the Services.

13. Anti-Bribery

13.1. The parties will comply with all applicable laws and regulations relating to anti-bribery and anti-corruption, which includes the Prevention of Bribery Ordinance (Cap 201 of the Laws of Hong Kong) and the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed on December 17, 1997 under the control of OECD.

13.2. You will not offer, promise or give any undue pecuniary or other advantage, either directly or indirectly, for the purpose of influencing decisions or actions with respect to the subject matter of these Terms or any other aspect of Syon’s business to:

(a) government or political party officials or representatives of other businesses or persons acting on behalf of any of the foregoing; or

(b) representatives of Syon, where such would constitute a violation of any applicable laws.

14. Termination of services

14.1. Syon may cancel all unperformed Orders immediately by giving written notice to you:

(a) if you fail to pay any amount due under any Order on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) if you are in material breach of these Terms and that breach is incapable of remedy;

(c) if you are in material breach of these Terms and you fail to remedy the breach within seven days after being given written notice to do so by Syon; or

(d) if you suffer an insolvency event.

14.2. Syon may suspend or stop the performance of Services to you at any time at its sole discretion.

14.3. On the expiry or termination of these Terms, each party will immediately:

(a) cease (and not recommence) using the intellectual property of the other party;

(b) not do or say anything which may be harmful to the reputation of the other party or which may lead any person to reduce their level of business with that party; and

(c) deliver up to other party or to its order all the property of other party (including all confidential information), provided that each party may keep copies of records which it is required by law to maintain.

15. Force majeure

15.1. If either party is affected by a Force Majeure Event it shall promptly notify the other party of the nature and extent of the circumstances in question.

15.2. Notwithstanding any other provision of these Terms:

(a) neither party shall be deemed to be in breach of these Terms, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under these Terms to the extent that the delay or non-performance is due to a Force Majeure Event of which it has notified the other party; and

(b) the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

15.3. If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate these Terms forthwith on written notice.

15.4. For the purposes of this clause, "Force Majeure Event" means any event giving rise to a failure or delay in the performance of duties and obligations under these Terms that arises from a cause beyond the control of the relevant party that was not due, or substantially attributable, to any failure by that party to exercise due diligence to prevent such failure or delay (including, without limitation, war or threat of war, act of God, natural or nuclear disaster, riot or civil commotion, act of terrorism, malicious damage, fire, flood, or compliance with a law or governmental order or sanctions, rule, regulation or direction.