General terms and conditions

General terms and conditions

Openview Service Limited (including its subsidiaries and branches, collectively referred to as the 'Party B' hereinafter) shall, upon entrustment by individuals or institutions in need (referred to as the 'Party A' hereinafter), provide relevant technical services for Party A, including social responsibility auditing, environmental auditing, social responsibility and environmental project management, training, and capacity building. Based on the principles of equality and mutual benefit, both parties shall enter into these General Terms for Services (referred to as the 'General Terms' hereinafter). The General Terms, together with the Audit Application Form (or 'Audit Entrustment Form'), constitute an indivisible whole. Unless both parties conclude a supplementary agreement to modify the General Terms, both parties shall perform their obligations in accordance with these General Terms.

1. Audit Requirements

1.1 When entrusting Party B to conduct an audit, Party A shall fill out the Audit Application Form and submit it to Party B (via email, fax, courier, or other means). If Party A has additional requirements for the audit services, it shall put forward such requirements in writing to Party B at the same time as submitting the Audit Application Form, and Party B shall decide whether to accept them based on actual circumstances.

1.2 If Party A requests to change the audit services during the audit process, it shall submit a written change application 3 working days in advance, and Party B shall promptly evaluate the change application.

1.3 Where Party B terminates or changes the audit services as required by Party A, Party A shall pay Party B the audit fees for the completed part of the audit (including but not limited to audit fees, labor costs, travel expenses, etc.).

1.4 Party A shall clearly fill in the service requirements in the Audit Application Form, including but not limited to the audit items and the audit methods based on which the audit is conducted. If Party A designates an audit method, Party A shall be responsible for the applicability of such audit method; if the audit method is recommended by Party B, Party B shall independently select the applicable method.

1.5 Party B shall provide audit services in accordance with the entrusted items and requirements specified in Party A’s Audit Application Form, and shall deliver the audit report to Party A in the manner agreed by both parties.

1.6 Party B may, at Party A’s request, dispatch personnel to conduct on-site audits. However, Party A shall ensure that there are no risk factors at the audit site that may cause personal injury or property damage to the audit personnel. Otherwise, Party A shall bear all losses incurred by Party B as a result (including but not limited to medical expenses, work-related injury benefits, financial compensation, and any other losses).

1.7 For projects that need to be subcontracted for auditing, Party B shall be responsible to Party A for the work results of the subcontractor, except for subcontractors designated by Party A or statutory regulatory authorities.

1.8 In case the audit cannot be conducted or cannot be conducted in a timely manner due to force majeure factors such as severe weather disasters or sudden major epidemics, Party B shall not bear any liability for breach of contract in respect of such circumstances.

2. Audit Report

2.1 At Party A’s request, Party B may provide the report in Chinese or English. When requesting an English report or a report in both Chinese and English, Party A shall provide accurate English information regarding the content required for report preparation, such as the client’s name.

2.2 Both parties agree that the data results in the report provided by Party B shall only be responsible for the sampled data, and the scope of Party B’s liability shall not exceed the scope of the audit report issued for the sampled data.

2.3 If Party A has any objection to the audit results, it shall put forward the objection in writing to Party B within 10 working days from the date of completion of the audit report, and shall attach the original report at the same time. Failure to raise an objection within the time limit shall be deemed as acceptance of the audit results.

2.4 Party B shall not bear any risks or legal liabilities arising from the use of invalidated, ineffective reports or the improper use of reports by Party A, its agents, or relevant parties thereof. Party B has the right to refuse to implement unreasonable requests from Party A for modifying the report.

2.5 For certain audit items or methods that have not yet obtained the qualification certification of the auditing institution, Party A acknowledges that the report results provided by Party B shall only be used for internal quality control and other activities, and shall not be used as a third-party certification issued to the public or for any commercial purposes. Party B shall not bear any risks or legal liabilities arising therefrom. (In the absence of relevant audit qualifications, Party B generally does not conduct relevant audits or issue corresponding reports, unless some brands have restricted scopes or designated institution requirements for auditing institutions.)

2.6 Party B conducts audits and prepares audit reports based on the materials, data, etc. provided by Party A or its agents. Party A shall be responsible for the authenticity of the materials and documents. If erroneous results are caused by ambiguous, incorrect, incomplete, misleading, or false information provided by Party A, Party B, its personnel, or subcontractors shall not bear relevant liabilities arising therefrom.

3. Commitments and Agreements of Both Parties

3.1 Party A undertakes to pay the audit fees to Party B in a timely manner and in full amount in accordance with the contract agreement, and shall not delay or reduce the payment of any amount for any reason such as disputes with Party B, cross-claims, or set-off of payments. If Party A suspends or terminates the payment for any reason, or fails to make full payment, Party B has the right to suspend the provision of all services and refuse to issue the audit report and any relevant materials until Party A pays all the arrears owed to Party B together with the interest thereon. Party B shall not bear any liability for breach of contract or losses arising therefrom.

3.2 Party B undertakes to provide audit services by adopting appropriate methods to ensure the accuracy and validity of the audit results.

3.3 Both parties agree that, in order to provide better services to Party A, Party B has the right to authorize its affiliated companies or other third parties with corresponding qualifications and performance capabilities to perform all or part of the services required.

4. Confidentiality and Intellectual Property Rights

4.1 Party B undertakes to assume confidentiality obligations for Party A’s technical information and materials, unpublished publications, intellectual property rights, etc. Party A undertakes to assume confidentiality obligations for Party B’s materials, intellectual property rights, environmental conditions, product technology, production processes, etc.

4.2 Any commercial secrets disclosed by one party to the other party in the course of service provision, including information on the scope, content, cooperation mode, and fees of the cooperation, shall not be disclosed by the receiving party to any third party (except for the third parties involved in Article 3.3). The receiving party shall also ensure that its employees who become aware of such commercial secrets in the course of providing services shall assume the same confidentiality obligations.

5. Liability for Breach of Contract

5.1 If Party A fails to pay the audit fees within the time limit agreed in the contract, Party B has the right to require Party A to pay a liquidated damages of 0.5% of the total amount of the payable audit fees for each day of delay, and also has the right to suspend the services and refuse to issue the audit report.

5.2 If Party B fails to issue the audit report within the time limit agreed in the contract due to its own fault, Party A has the right to require Party B to pay a liquidated damages of 0.5% of the total amount of the payable audit fees for each day of delay.

5.3 If Party B is unable to perform or complete the agreed obligations due to circumstances beyond its control, Party B shall not bear any liability. Such circumstances include but are not limited to: occurrence of force majeure; Party A’s failure to perform its obligations as agreed; any losses or damages suffered by Party A due to Party A’s reasons that result in Party B’s failure to complete the audit services as agreed; and changes in relevant laws, regulations, and standards.

5.4 Party B undertakes that if the audit results are erroneous due to Party B’s intentional misconduct or gross negligence, resulting in losses to Party A, Party B agrees to compensate Party A for direct losses. However, the amount of compensation by Party B shall not exceed 10 times the corresponding audit fee paid by Party A for the specific audit item or RMB 100,000 (whichever is lower). Party B shall not bear any indirect losses (including but not limited to loss of expected benefits, entrustment fees, investigation fees, attorney fees, notarization fees, etc.).

5.5 If Party A breaches the contract and causes damages to Party B or its personnel, Party A shall bear the liability for compensation.

6. Integrity Clause

6.1 Both parties undertake that either party and its staff shall conduct fair transactions and maintain integrity and self-discipline. Both parties shall adhere to the principles of integrity and good faith and abide by generally recognized business ethics and professional ethics norms.

6.2 Neither party shall demand or accept personal kickbacks from the other party in any form; neither party shall accept cash gifts, negotiable securities, payment vouchers, valuables, etc. from the other party; neither party shall reimburse the staff of the other party for expenses that should be borne by the staff personally; without the approval of the other party’s company, neither party shall invite the staff of the other party to participate in consumption activities organized by it, including but not limited to outbound travel, high-consumption entertainment activities, and meetings held in scenic areas for the purpose of travel.

7. Others

7.1 Party B may, at Party A’s request, designate a dedicated person for Party A or set up a dedicated service channel, so that Party A and its suppliers can enjoy fast-track services.

7.2 At Party A’s request, Party B may provide Party A with services such as audit training and supply chain management consulting. The specific service methods and fees shall be separately negotiated and determined by both parties.

7.3 Party A may provide feedback on relevant services through Party B’s complaint hotline (+86) 18038194739, complaint email:appeal@openviewservice.com, or any other convenient means.

8. Applicable Law

8.1 The adjustment of the rights and obligations of both parties and the method of dispute resolution shall be governed by the laws of the People’s Republic of China.

8.2 Any disputes arising between the two parties shall be resolved through negotiation. If the negotiation fails, either party shall have the right to file a lawsuit with the people’s court at the place where Party B is located.