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Terms and Conditions for Factories
General Terms and Conditions
As of 1 June 2006
1.0 General
1.1. ICTI Asia Limited ( hereinafter “ICTI Asia” ) shall provide a registration period of 12 months to any qualified applicant applying for ICTI CARE Confirmation Seal Program (hereafter “the Applicant”) in accordance with and subject to the terms and conditions herein contained (hereinafter “the Conditions”).
1.2. Documents associated with the Applicant’s application such as ICTI CARE registration form, factory audit report, corrective action plan and any other related documents of the Applicant are subjected to review by representatives of ICTI Asia or any of the ICTI Technical Advisory Boards. Members of the ICTI Technical Advisory Boards consist of professionals working in the toy industry who have signed non-disclosure agreements with the ICTI Care Foundation.
1.3. The Applicant shall pay all applicable fees as published and required by ICTI Asia. The fulfilment of the fees is a necessary condition for the maintenance of an applicant status. Any non-fulfilment of payment shall automatically invalidate the Applicant’s status.
1.4. Applicant status is a pre-requisite for the Confirmation Seal status. Confirmation Seal shall only be awarded to an applicant.
1.5. Meeting the requirements of the ICTI CARE Process does not necessarily imply/equate meeting the law of the country. The Applicant shall not use its status with the ICTI CARE Process as evidence of compliance with applicable laws and regulations.
1.6. A management representative from the Applicant shall complete, sign and return the registration form to ICTI Asia.
1.7. A company director from the Applicant shall sign a declaration letter committing all information provided by the Applicant to the audit firm and to ICTI Asia are all truth and actual details of the factory.
1.8. All fees paid to ICTI Asia are neither negotiable nor refundable. These fees are subject to change from time to time as necessary and at the sole discretion of ICTI Asia. The current and valid fee information is at all times published on the website of the ICTI CARE Foundation.
1.9. Applicant’s violation to the Conditions shall invalidate the validity of its contract with ICTI Asia and any granted Confirmation Seal shall be invalidated and recalled from the Applicant.
1.10. ICTI Asia reserves the right to refuse any registration application from any Applicant(s) at its sole discretion.
2.0 Quality Assurance
2.1. ICTI Asia reserves the right to assign observer(s) to monitor the process during an ICTI CARE audit. Observer(s) may come from any organization including the toy industry and have all signed non-disclosure agreements with the ICTI CARE Foundation.
2.2. To confirm the continuous compliance to the ICTI CARE requirements, ICTI Asia reserves the right to assign its auditor(s), or its delegated audit firm, or a combination of both, to perform a Quality Control Audit (hereafter “QC Audit”) with the Applicant. The QC Audit is unannounced. The Applicant agrees to such audit even if it may have received the ICTI Confirmation Seal already. In which case, ICTI Asia shall bear the costs of the QC Audit. ICTI Asia auditors may consist of person(s) from any organization including the toy industry and have all signed a non-disclosure agreements with the ICTI CARE Foundation.
3.0 Annual Audit
3.1. All annual audits for the ICTI CARE Process are unannounced.
4.0 Withdrawal Confirmation Seal
4.1. ICTI Asia may cease the Confirmation Seal Status of the Applicant and recall the ICTI Confirmation Seal at its own discretion when,
4.1.1. significant departure from or violation to the ICTI CARE requirements by the Applicant is identified, or
4.1.2. the Applicant refuse the QC Audit arranged by ICTI Asia, or
4.1.3. the finding of a QC Audit casts reasonable doubt on the compliance by the Applicant to the ICTI CARE requirements, or
4.1.4. The Applicant brings the ICTI CARE Process into dispute.
4.2. ICTI Asia may impose suspension/probation of the Confirmation Seal Status in cases of 4.1 when the Applicant’s violation is to a less serious extent. In such cases, the Applicant shall work according to a corrective action plan which is approved by ICTI Asia in order to resume the confirmation status and the implementation is subject to the verification by ICTI Asia. The Applicant is not eligible to carry a full Confirmation Seal Status during the suspension/probation period. During this suspension/probation period, the Applicant shall pay all necessary fees in order to maintain the Applicant status. Any non-payment will result in instant termination of the Applicant status and hence the entire registration process.
4.3. The Applicant shall ensure the accuracy and correctness of the information provided to ICTI Asia. Any discovery of fraudulent information shall result in instant termination of the contract with ICTI Asia and immediate withdrawal/cancellation of the existing Confirmation Seal.
5.0 Proprietary Rights
5.1. All rights (including but not limited to copyright) in any publication produced by ICTI Asia in the course of providing its services shall remain vested in ICTI Asia. The Applicant shall not reproduce or make copies, publish or disclose the contents of any such material or extracts thereof to any third party without ICTI Asia’s prior written consent, which may be refused at its sole discretion.
5.2. The Applicant shall not release any proprietary information of ICTI Asia which is not available in the public domain to any other party without the prior written prior consent of ICTI Asia. Such proprietary information shall include, but is not limited to, audit report review comments and correspondence arises during the ICTI CARE process.
5.3. The Applicant’s name with the confirmation seal number shall be posted on the website of the ICTI CARE Foundation when its factory audit report has been approved and the Confirmation Seal is granted. When significant departure from the ICTI CARE requirements is identified, and/or ICTI Asia judges the Applicant as non-compliant with the ICTI CARE Codes, the name of the Applicant shall be removed from the list of compliant factories or its current statue changed with specific denotation or identification on the website of the ICTI CARE Foundation.
6.0 Liabilities
6.1. ICTI Asia 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.
6.2. All contracts for provision of services by ICTI Asia and the Conditions shall be construed in accordance with and governed by the laws of the Hong Kong Special Administrative Region, the People’s Republic of China (hereafter “HKSAR”). For the purpose of any arbitral or litigation proceedings such contracts shall be deemed to have been made and performed in the HKSAR. If any provision contained in the Conditions is and/or becomes invalid, illegal or unenforceable in any respect under the laws of the HKSAR, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
6.3. Any dispute arising out of or relating to ICTI Asia shall be referred to and determined by arbitration subject to ICTI Asia’s sole and overriding discretion to commence litigation proceedings in the courts of the HKSAR or the courts of any other country as ICTI Asia 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 HKSAR. There shall only be one arbitrator. The language to be used in the arbitral proceedings shall be English.
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