Terms and Conditions
Last updated August 18, 2020.
Welcome to the ASCT Systems (“ASCT SYSTEMS”) web site – www.ASCT.SYSTEMS – and any other web sites, applications, networks or services owned or operated by INTELLIMEDIA NETWORKS, INC. and its DBA ASCT SYSTEMS.
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. BY SIGNING THE INTELLIMEDIA NETWORKS ASCT SYSTEMS TERMS AND CONDITIONS (MSA), STATEMENT OF WORK, INVOICE, PURCHASE ORDER AND/OR OTHERWISE USING ASCT SYSTEMS AND INTELLIMEDIA NETWORKS SERVICES, INCLUDING BUT NOT LIMITED TO THE ASCT SYSTEMS SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES (AS DEFINED BELOW), AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS OF SERVICES”). IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT USE THE ASCT SYSTEMS SERVICES AND/OR INTELLIMEDIA NETWORKS SERVICE OR ANY OTHER WEB SITES, APPLICATIONS OR NETWORKS OWNED OR OPERATED BY INTELLIMEDIA NEWORKS AND ITS DBA ASCT SYSTEMS.
1.1Unless otherwise specifically agreed in writing by ASCT Systems and the parent company Intellimedia Networks, Inc. (hereinafter called “ASCT Systems”) all services provided by ASCT Systems and Intellimedia Networks Inc. are governed by the following general conditions of service, which prevail any purchase terms and conditions. These conditions include and hereby incorporate by reference all sections included in this document and all information referred to as external sources from this document, as such agreement may be in effect and modified by us from time to time (hereinafter these general conditions of services, along with the mentioned incorporated documents, will collectively referred to as the “Terms of Services”). We reserve the right to change these Terms of Services at any time, such changes shall be binding once posted on the website www.asct.systems in this section. Your continued use of the ASCT SYSTEMS Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective 7 days after they are initially posted on the ASCT SYTEMS Service. We therefore recommend you access this section regularly in order to check the most recent and updated version of the Terms of Services. You can check the “effective date” posted at the top to see when the Terms of Services were last updated.
1.2If you are using or opening an account on the ASCT SYSTEMS Service on behalf of a company, entity, or organization (collectively “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
1.3Services carried out by ASCT SYSTEMS, on behalf of an entity or individual from whom the instructions to act have originated (hereinafter called the “Customer”) will be carried out by using techniques and processes that permit an independent, impartial and objective approach. The end result of the Service will consist in a certificate or document and/or a training course completion report (hereinafter called the “Report”) communicating the collection of information ASCT SYSTEMS has been requested to supply and will be delivered as an online course, report, email, electronic certificate or a written document.
1.4No other party than the Customer shall be entitled to give instructions to ASCT SYSTEMS, particularly on the scope of inspection or delivery of Report, unless so authorized by the Customer.
2. Provision of Services
2.1ASCT SYSTEMS in the capacity of an independent third party, supplies information in the form of ascertainment or recommendations for the special purpose of contributing to the prevention of the risks to which the beneficiaries of its services are exposed, and of helping them assure the quality of their supply chain security awareness. ASCT SYSTEMS’s services (hereinafter singularly and collectively referred to as the “Services”) consist of work performed by ASCT SYSTEMS, including but not limited to:
2.1.1Training provided to staff to mitigate risks in supply-chain;
2.1.2Observations based on best practices audit in operations of the Customer;
2.1.3Audit of factories, premises and manufacturing locations;
2.1.4Container loading inspections;
3. ASCT SYSTEMS’s Obligations and Undertakings
3.1ASCT SYSTEMS expressly reserves the right to act at its own discretion in accepting or declining a request for Services, and cannot be compelled to accept or be held liable for declining a request for Services or products:
3.1.1Falling out of its scope of activity or specialization;
3.1.2Presenting geographical accessibility problems, such as Services to be rendered or products to be found in restricted or highly remote areas;
3.1.3Requiring ASCT SYSTEMS to obtain special permissions to operate such as federal governmental or local governmental permissions.
3.2ASCT SYSTEMS undertakes to supply the Services it has accepted to carry out in a professional and timely manner, in accordance with proper professional practice and in compliance with:
3.2.1The Customer’s special instructions when ordering the Services and as confirmed by ASCT SYSTEMS – the terms of reference should be duly signed by the Customer and ASCT SYSTEMS, and in the absence of such instructions:
3.2.2Any relevant professional standard, trade custom, usage or practice;
3.2.3Such methods as ASCT SYSTEMS shall consider appropriate on technical, operational and/or financial grounds.
3.3ASCT SYSTEMS shall exercise due care and skill in the selection and assignment of its personnel.
4. Customer’s Obligations and Undertakings
4.1To take all reasonable steps to assure ASCT SYSTEMS has access to the site and materials on which Services will be based;
4.2To provide ASCT SYSTEMS with all information, as well as the documents necessary to complete requested Services, in a timely manner (and in reasonable time prior to the desired intervention as deemed appropriate by ASCT Systems), except for generally available documents such as codes and standards, either directly or through suppliers or agents of the Customer;
4.3To ensure that adequate instructions and notice are given to ASCT SYSTEMS in due time to facilitate proper performance for the Services requested;
4.4To advise ASCT SYSTEMS of the date on which the Services are to commence, or to be resumed, and also of essential dates affecting the item(s) for which Services are being rendered;
4.5Generally, to render all reasonable assistance to ASCT SYSTEMS in providing necessary instructions, information, documents, safety and security information in connection with the working conditions, required equipment and access (as the case may be).
4.6Documents reflecting engagements between the Customer and third parties or third parties’ documents – if received by ASCT SYSTEMS – are considered to be for information only and do not extend or restrict the scope of the Services or obligations accepted by ASCT SYSTEMS.
5. Invoicing, Subscription Term, Renewal, Fees and Payment
5.1Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and platform subscriptions purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable for the duration of the subscription term as listed on the Order Form, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
5.2Renewal. The subscription term is valid for the duration as listed on the Order Form. At the end of the initial contract term, the subscription will automatically renew for a successive length of term based on the initial length of term on the Order Form. Agreements can be terminated by either party with written notice of intent to terminate the Agreement at least ninety (90) days prior to the beginning of any renewal term. The subscription Service is billed in advance on a monthly or annual basis based on the terms defined on the Order Form. ASCT Systems will automatically renew and/or generate an invoice or bill the Client’s credit card for the monthly or annual subscription based on the Client’s selected subscription Term as listed on the Order Form.
5.3Invoicing and Payment. Customer will provide ASCT Systems with valid and updated credit card information, or with a valid purchase order or alternative payment mechanism or document reasonably acceptable to ASCT Systems. If Customer provides credit card information to ASCT SYSTEMS, Customer authorizes ASCT SYSTEMS to charge such credit card for all purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the Order Form. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, ASCT SYSTEMS will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 15 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to ASCT SYSTEMS and notifying ASCT SYSTEMS of any changes to such information.
5.4Overdue Charges. If any invoiced amount is not received by ASCT SYSTEMS by the due date, then without limiting ASCT SYSTEMS’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) ASCT SYSTEMS may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.5Suspension of Service and Acceleration. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized ASCT SYSTEMS to charge to Customer’s credit card), ASCT SYSTEMS may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, ASCT SYSTEMS will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Notification” section below for billing notices, before suspending services to Customer.
5.6Payment Disputes. ASCT SYSTEMS will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.7Taxes. ASCT SYSTEMS’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If ASCT SYSTEMS has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, ASCT SYSTEMS will invoice Customer and Customer will pay that amount unless Customer provides ASCT SYSTEMS with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, ASCT SYSTEMS will charge Customer if any government authority deems that a tax obligation is due for any services rendered and Customer accepts obligation.
5.8Notification. All notification with regard to account reports, correspondence and notifications will be delivered to the account owner email address on record. The customer is responsible for keeping the account owner email record updated.
5.9In the event that ASCT SYSTEMS is being prevented from performing or completing in full requested Services, for any reason beyond its control, such as but not limited to, wrong information given by Client or Factory (e.g. site not ready for Inspection despite information given by Factory,…), the Customer agrees to:
5.9.1Reimburse any expenditure, and out of pocket expenses made or incurred in relation to these Services;
5.9.2Pay proportion of fees due for Services actually rendered and to release ASCT SYSTEMS from all responsibility for partial or non-performance of the Services.
5.9.3In the event when the Inspection must be cancelled on the projected Inspection day, because of wrong information given by Client or Factory (e.g. site not ready for Inspection despite information given,…), the Professional Full Day will be considered spent, and ASCT SYSTEMS will charge full fee to Client as a ‘missed Inspection’ fee.
5.10For Inspection and Audit orders: “Professional Full Day” prices communicated by ASCT SYSTEMS are valid for the on-site execution of the service on the scheduled day(s). Additional services to be rendered, either before or after the actual service, such as but not limited to audit desktop reviews, consulting services, training, workshops, etc may not be included in the Professional Full Day price and will be quoted separately.
6. Liability and Indemnification
6.1Limitation of Liability
6.1.1ASCT SYSTEMS is neither an insurer nor a guarantor and disclaims such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
6.1.2Subject to the Customer’s instructions as accepted by ASCT SYSTEMS (as specified in the terms of reference), ASCT SYSTEMS will support training and support certification processes and issue the Report relating to the facts as recorded by it within the limits of the instructions received and on the basis of the documents and information provided by the Customer (refer to section 4 above), but ASCT SYSTEMS is under no obligation to report upon any facts or circumstances which are outside the specific scope of its assignment.
6.1.3ASCT SYSTEMS advice is given only in relation to documents and information provided by the Customer, and ASCT SYSTEMS cannot be held liable if it has received incomplete or erroneous information.
6.1.4In the event of false information being given to ASCT SYSTEMS by a third party, ASCT SYSTEMS accepts no liability.
6.1.5ASCT SYSTEMS undertakes to use its best efforts and to exercise due care and skill in the performance of its Services and accepts liability only in case of negligence accepted in writing by ASCT Systems.
6.1.6Subject to a building structural audit order being placed by the Customer, ASCT SYSTEMS will conduct a visual audit of the property’s appearance and will prepare a descriptive report. ASCT SYSTEMS shall take no responsibility in the case of damage or loss of assets, injury or death arising from problems with the property construction, security breach, operations process failure, in the materials, equipment training process or on any operation undertaken by the Customer.
6.2.1In the event of ASCT SYSTEMS being held liable in respect to any claim of loss, damage or expense of whatsoever nature and however arising, its liability to the Customer shall in no circumstances exceed twice the monthly fees or subscription fees paid for the specific single service for which a claim is made.
6.2.2The Customer shall guarantee and indemnify ASCT SYSTEMS, Intellimedia Networks, Inc. and its directors, share-holders, employees, agents or subcontractors against all claims made by third parties for loss, damage or expense of nature arising, relating to the performance or non-performance of any Services, to the extent that the total sum of such claims exceed the limitation of liability mentioned in Article 6.2.1.
6.2.3In the event of any claim, notice must be given to ASCT SYSTEMS headquarters (237 Crescent Station Terrace SE, Leesburg, VA 20175 United States of America) within seven days following discovery of the facts, and no later than 30 days from the completion of the ASCT SYSTEMS Services audit or inspection.
7. Termination of Services
ASCT SYSTEMS shall be entitled to automatically either terminate and/or suspend provision of Services in the event that:
7.1The Customer commits any material breach of its obligations under these terms and conditions and/or the terms of reference and (if such breach shall be capable of remedy) fails to make good such breach within ten (10) days of receipt of notice served by the Non-Defaulting Party (ASCT SYSTEMS) requiring it so to do. Material breaches include, without limitation any willful and deliberate breach by the Customer of its obligations under clause 4 hereabove;
7.2The Customer is insolvent or unable to pay its debts, in suspension of payments, or convenes a meeting of or compounds with its creditors or has a receiving order made against it or (other than for the purposes of bona fide amalgamation or reconstruction) has an order made or a resolution passed for its winding up or for the appointment of an administrator to manage its affairs, business and property or has a receiver or administrative receiver appointed over any of its assets or undertaking or if ASCT SYSTEMS takes or suffers any similar or analogous action in consequence of debt.
8. Privacy and Data Protection
8.2ASCT SYSTEMS shall be at liberty to disclose the order-related documents and/or files anytime to any third-party accreditation and/or recognition bodies and/or a government authority for audit or other related purposes unless disagreed with by the Customer in writing at the time of them submitting the applications. No liabilities whatsoever shall attach to ASCT SYSTEMS’s act of disclosure.
8.3ASCT SYSTEMS will be responsible for the management of all confidential information of Customer obtained or created during the performance of services:
8.3.1ASCT SYSTEMS will inform the Customer in advance, of the information it intends to place in the public domain. Except for information that the Customer makes publicly available, or when agreed between ASCT SYSTEMS and the Customer (e.g. for the purpose of responding to complaints, or situations set off in Clause 8.2 ), all other information is considered proprietary information and shall be regarded as confidential.
8.3.2When ASCT SYSTEMS is required by law or authorized by contractual arrangements to release confidential information, the Customer or individual concerned will, unless prohibited by law, be notified of the information provided.
8.3.3Information about the Customer obtained from sources other than the Customer (e.g. complainant, regulators) shall be confidential between the Customer and ASCT SYSTEMS. The provider (source) of this information will be confidential to ASCT SYSTEMS and will not be shared with the Customer, unless agreed by the source.
8.3.4Personnel, including any committee members, contractors, personnel of external bodies, or individuals acting on ASCT SYSTEMS’s behalf, will keep confidential all information obtained or created during the performance of laboratory activities, except as required by law.
9. Intellectual Property
9.1ASCT SYSTEMS is and will remain the owner of all possible intellectual property rights and database producer rights relating in general to the provision of the Services, in particular with regard to the techniques and processes it uses to gather the information, the way to present the information, certificates or other documents and the raw information collected during the course of the Services. ASCT SYSTEMS will be free to host, store and publish all its intellectual property rights and all information collected and to use it for example to offer new kinds of services or to compile data.
9.2Clause 9.1. here above is stipulated without prejudice of the confidential nature of the Report(s) provided to the Customer and of the rights granted to the Customer to use, reproduce and represent the Report(s) in the normal course of its business and for personal use, worldwide and for the full duration of all intellectual property rights.
10.1The Report will reflect findings of the Services at the time and place of Services. This Report does not discharge any other entities that the Customer has a relationship within their supply chain from their legal and/or commercial obligations towards the Customer.
11. Applicable and Governing Law, Jurisdiction and Settlement of Dispute
11.1Jurisdiction. Unless otherwise provided, these terms and conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, in the United States of America, without giving effect to any principles of conflicts of law.
11.2Disputes. All disputes or differences of any kind whatsoever between the parties in connection with or arising out of the services shall be submitted to the exclusive jurisdiction of the courts of the Commonwealth of Virginia in the United States of America.
11.3JSeverability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
11.4Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by ASCT Systems without restriction.
11.5Entire Agreement. This is the entire agreement between you and ASCT Systems relating to the subject matter herein and will not be modified with the exception of a change to these Terms of Service made by ASCT Systems as set forth in Section 1 above.
These terms and conditions have been drafted in English. In case of discrepancy, the English version shall be controlling for all purposes.
13. Statement of Independence, impartiality, confidentiality and integrity
In order to provide high-quality compliance service, ASCT SYSTEMS hereby make the statement of independence, impartiality, confidentiality and integrity.
In order to provide high-quality compliance service, QIMA hereby make the statement of independence, impartiality, confidentiality and integrity:
13.1Management promise to satisfy the customer on the basis of complying with statutory requirements to ensure the independence and impartiality of training, inspection and audit service.
13.2Management promise not to intervene in the training, inspection and audit work improperly to ensure the impartiality and independence of the inspection and audit work. Trainers, inspectors and auditors shall strictly abide by requirements of inspection methods and procedures. They shall carry out the work on the basis of the fact and objective data, not affected by administration, economy and other pressure, and resolutely resist any behaviors that hinder the work impartiality.
13.3Management promise not to undertake inspections and audits beyond ASCT System’s ability scope to ensure the integrity.
13.4ASCT Systems will honor the confidentiality of technical information, inspection data, training performance records, and data of the entrusting party and earnestly protect the confidential information and ownership of the customer;
13.5Inspector and auditors shall not engage in or take part in any part-time work with any customers and technical consultation that impair the impartiality of inspection and audit.
13.6Inspector and auditors shall have good professional ethics and standard professional behavior, and shall not accept gifts, hospitality or presents related to their duties, and shall not conduct any activities that hinder the impartiality of inspection and audit.
We collect information you provide directly to us. For example, we collect information when you create an account, subscribe, participate in any interactive features of our services, fill out a form, request customer support or otherwise communicate with us. The types of information we may collect include your name, email address, postal address, credit card information and other contact or identifying information you choose to provide.
We collect anonymous data from every visitor of the Website to monitor traffic and fix bugs. For example, we collect information like web requests, the data sent in response to such requests, the Internet Protocol address, the browser type, the browser language, and a timestamp for the request.
We also use various technologies to collect information, and this may include sending cookies to your computer. Cookies are small data files stored on your hard drive or in your device memory that helps us to improve our services and your experience, see which areas and features of our services are popular and count visits. We may also collect information using web beacons (also known as “tracking pixels”). Web beacons are electronic images that may be used in our services or emails and to track count visits or understand usage and campaign effectiveness.
14.2Use of the Data
We only use your personal information to provide you the ASCT Systems services or to communicate with you about the Website or the services. We employ industry standard techniques to protect against unauthorized access of data about you that we store, including personal information.
We do not share personal information you have provided to us without your consent, unless:
Doing so is appropriate to carry out your own request We believe it’s needed to enforce our legal agreements or that is legally required We believe it’s needed to detect, prevent or address fraud, security or technical issues.
14.3Sharing of Data
We don’t share your personal information with third parties. Aggregated, anonymized data is periodically transmitted to external services to help us improve the Website and service.
We also use social buttons provided by services like Twitter, Google+, LinkedIn and Facebook. Your use of these third-party services is entirely optional. We are not responsible for the privacy policies and/or practices of these third-party services, and you are responsible for reading and understanding those third-party services’ privacy policies.
14.5Opt-Out, Communication Preferences
You may modify your communication preferences and/or opt-out from specific communications at any time. Please specify and adjust your preferences.
We take reasonable steps to protect personally identifiable information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. But, you should keep in mind that no Internet transmission is ever completely secure or error-free. In particular, email sent to or from the Sites may not be secure.
The Website is not intended for children under the age of 13. We do not knowingly collect personally identifiable information via the Website from visitors in this age group.