Terms and Conditions

cell-wellbeing.com and business.cell-wellbeing.com

These Websites are operated by Cell- Wellbeing Limited (“Cell- Wellbeing”).

IMPORTANT NOTICE

PLEASE READ AND REVIEW THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE

These Terms and Conditions will apply when you access our website www.cell-wellbeing.com (the “Website”). Please note that by using the Website you will be deemed to have agreed and accepted these Terms and Conditions.

1          Use of the Website

1.1       By accessing, browsing or otherwise using The Website you accept, without limitation or qualification, these Terms and Conditions. References in these Terms and Conditions to “we” or “us” shall be deemed to be references to Cell Wellbeing Limited.

1.2       These Terms and Conditions are subject to change by us at any time without notice, effective when posted on this Website. By continuing to access, browse or otherwise use the Website after any changes are posted, you are indicating your acceptance of such changes. You may view the current applicable version of these Terms and Conditions at any time at www.cell-wellbeing.com/terms- privacy.

1.3       We may add, change, discontinue, remove, or suspend any content, including, without limitation, all audio, video, images, graphics, software, data and information (the “Content”), posted on the web Site, including features and specifications of products described or depicted on the Website, temporarily or permanently, at any time, without notice and without liability.

2.         Customer Registration and Account

2.1       Customers of Cell Wellbeing may register a personal account for the use of the Website. Upon registering an account on the Website, you will have to create a login name and a password. Your account is for your sole use and you may not authorise others to use your account.

2.2       You agree and warrant that the information you provided in your account as required in the registration process is current, complete and accurate. Registration data and other information about you of your login name and password. You agree to keep your login information private and to notify us immediately of any unauthorised account activities you may be aware of.

2.3       We reserve the right to suspend or terminate your account or suspend you of any future use of the Website in any capacity at any time, where we have reasonable ground to believe that: (i) your use of the Website does not comply with these Terms and Conditions or any applicable legislation or regulation; or (ii) the information you provided for registration of your account is not true or accurate; or (iii) your account is being used by third party without your consent.

We shall not be liable or be responsible in any manner whatsoever for the deletion of any data contained in your account.

2.4       Services: By logging-in your personal account, you may gain instant access to our Hair Indexing products, licenses and services and our online Help and Support Centre. and our user dashboards (The Services) As a condition of using the Service, you are responsible for all charges associated with your use of the Service as notified in your account and you agree to pay all such charges, including any applicable taxes, at the rates effective at the time they are incurred. All charges are based on Cell Wellbeing’s measurements of your use of the Service and such measurements shall be final and binding on you. To the fullest extent permissible by law, you hereby agree to waive all your rights to claim against us for any disputed charges in respect of your use of the Service (the “Disputed Charges”). You may issue a written notice to us to dispute the Disputed Charges (the “Dispute”) within 14 calendar days of the date on which the charges are notified in your account and we will investigate as to the authenticity of the Dispute. If we discover that the Dispute has merits, your charges will be adjusted accordingly and Cell Wellbeing shall reserve the right of final decision regarding the merits of the dispute and its decision shall be binding

2.5       Payment Terms: All payments for license fees and pre-paid monthly S-Drive Reports (ESD Reports) comprise of a minimum initial upfront payment and a further number of additional monthly payments made by recurring credit card transactions or bank direct debit payments, amounts of which shall vary according to the particular orders placed and purchased by you. Payments will be made to the payments processor designated by Cell Wellbeing at the time of purchase. If your payment of the charges is refused or rejected, we reserve the right to suspend, terminate or limit your access to the Service. We may change the rates of its charges for the use of the Service from time to time without notice to you and your use of the Service constitutes acceptance of such change. All Cell Wellbeing's invoices are issued on an Errors and Omissions Excepted basis.

2.6       Refunds/Returns: Environmental S-Drives (ESD) may be returned at your own costs to Cell-Wellbeing or a nominated agent within the first 28 calendar days of the commencement of your licence period in order to cancel your order and close your online account. You are required to return in their original and merchantable condition the un-damaged ESD, in its original case, together with any accessories as originally supplied. This includes any promotional material or FREE of charge goods which were supplied with the ESD. Subject to the satisfactory return of the ESD’s and accessories/goods you will receive a full refund of your licence fees, less, any shipping charges, or other costs associated with the closing of your account. Payments for the return of ESD’s and the closing of accounts will be made within 21 working days of the date of return. The return of ESD’s beyond the initial 28 day return period do not entitle the user to any refund of the license fee paid, Cell-Wellbeing Ltd reserves the right of final decision on whether the ESD’s and accessories are satisfactorily returned and its decision shall be binding.

Any ESD that has been ,tampered with,in any way or form ,will not qualify for any refund.Professional opinion will be sought by CWB should the tampering be evidence of the ESD casing being opened/drilled/or in any way its integrity breached . Legal proceedings will be brought by CWB against the registered user of the particular ESD,for infringement of copyright and IP,and substantial damages will be sought by CWB against the registered user of the particular ESD.

2.7      Closing accounts: Subject to the successful closing of your account by returning your ESD to Cell Wellbeing or a nominated agent, you will be refunded any outstanding ESD Report credits in your user account. The closing account credit balance recorded in your online user account will be used to calculate the total value of return due to you and will be paid within 21 [working] days of the closing of your online account. Where the ESD is returned in an unsatisfactory state (our decision on the ESD’s condition is final and binding) or any fees are incurred during the closing of your account, these will be deducted from any final amount due and paid to you.  Any deductions will be showing your final account statement which will be emailed to you upon the closing of your account.

2.8      Damaged ESDs: Where an ESD is damaged and such damage is caused while in transit to you from Cell Wellbeing, the damaged ESD will be replaced free of charge. Notification of the damage must be reported within 48 hours of receipt of the ESD (times are taken from the courier’s tracking record). Any damaged ESD must be returned to us within 14 calendar days of its receipt, where failure to do so will result in the temporary suspension  of your account, charges of US$50  shipping fee and US$50 re-connection fee will apply and be payable by you prior to the replacement unit being despatched to you from us.

2.9      Faulty ESDs: Faulty ESDs will be replaced free of charge subject to the safe return of the faulty unit to Cell Wellbeing or a nominated agent. Cell Wellbeing reserves the right of final decision on whether a unit is faulty and its decision shall be binding. [An ESD will not be deemed as faulty if the fault arises from any event that occurs after your receipt of the ESD. In particular, an ESD will not be deemed as faulty if the fault arises from deliberate actions or negligence by you or a third party after your receipt of the ESD].

3.         ESD Scanning and Reports

The ESD scanning and reporting process is not a conventional medical test and does not provide medical information or information that can be used to diagnose or treat medical conditions. The information comes from the field of the person recorded through their hair scan and assessed using bio-resonance devices and adaptive resonance algorithms. We do not seek reproducibility of the scanned data as the field information reflects the constantly changing environmental influence on the epigenetic expression of the person. At the field level, the environmental influence is dynamic and this is picked up in the recorded scans. The body takes time to process this data and bring about physical change to the cells and systems and so a minimum 90 day period is suggested between scans to get valid data. The physical systems of the body operate under tight control with limited room for change, which is what the cellular and electrical systems of the body require to maintain physical homeostasis. However the controlling fields are homeodynamic and reflect a different picture of the body which encompasses all aspects of the changing and dynamic and non-linear system.

4.         Our Liability

The Content displayed on the Websites is provided without any representations, guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Websites or in connection with the use, inability to use, or results of the use of the Websites, any websites linked to it and any materials posted on it, including, without limitation any liability for:

• loss of income or revenue;
• loss of business;
• loss of profits or contracts;
• loss of anticipated savings;
• loss of data;
• loss of goodwill;
• wasted management or office time; and
• for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

Purchase of hardware and software products from CWB, is an acknowledgements and agreement by the purchaser (s) that compliance with the relevant authorities as to the hardware/software use in any particular territory.lies with the purchaser(s).

Whilst CWB undertake to seek compliance wherever possible,particular standards/rulings may change or be amended or altered in some way and current compliance remains the responsibility of the purchaser(s).

5.         Distribution and Rebates

5.1       Active user account holders, are also entitled to distribute the products through the ”Distributor Programme” You will be entitled to receive rebates on new users who keep and maintain an active user account. The value and frequency of payment from Cell-Wellbeing may vary from time to time and details of the qualifying sales and rebates due can be found in the "Rebates" page on your dashboard under your user login.

5.2       Rebates for qualifying sales are made to the distributor twice monthly.
Qualifying sales are calculated based on the sales conducted during the period of a minimum of 30 calendar days prior to the payment date which fall under the following date periods.

·         Qualifying Sales for Payment Date 1 = Sales conducted within the period from the 28th day of the preceding month of the 14th of the following month inclusive.

·         Qualifying Sales for payment date 2 = 15th of the month to the 27th of the month inclusive.

5.3       Any cancellations or de-activated accounts will not be counted as qualifying sales for rebates. Rebates will only be paid out to those who have an active user account. If your account becomes suspended then you will still accrue qualifying rebates but you will be unable to claim these until your account is active. Activation terms may vary from time to time but is usually the payment of 1 monthly minimum payment according to the plan that you initially agreed to. See your plan details in the dashboard for further details.

5.4       As a purchaser of an S-Drive it is understood by all parties involved that the purchaser has professional experience and or sufficient acquired knowledge with which to understand and enable others to understand particularly the usage and application of the S-Drive. Also, the contents of the reports and their findings and the manner in which the findings of the reports were arrived at and how to use them.

5.5        As a licenced operator of the S-Drive you are responsible for ensuring that new users understand how to use the ESD and website; You are totally responsible for ensuring that the user has comprehensive knowledge/training in the operation of the ESD and the resulting Reports it produces, for the Client,,you will also make aware to the user that facilitys via email/phone of the technical support avialible in your territory,No sales should be finalised until the training and tech back up are known/understood/and acknowledged to you, in writing by the user, you have proposed the sale of the ESD to. You are to explain that the ESD is not a medical device and that results are variable due to the changing field information and that results should be used to indicate general guidance only and not as a diagnostic tool. You will be responsible for providing them information for maintaining an active account and how to accrue and claim rebates from the system; including our returns and refunds policy. You will at all times act in the best interest of a new user you introduce and Cell Wellbeing Ltd and will do your best to promote the services of the company in an informative and professional manner.

5.6       Failure to act in the best interest of a new user and the company; including the failure to disclose the operating nature of the ESD, may lead to a suspension of your user account. If this failure leads to the return and refund of any part of a user rebate directly assigned to your account you will be required to return any rebates accrued by you for this sale. This includes rebates paid out and those still to be paid out. Failure to repay these rebates may lead to the de-activation of your user account, which will be subject to our standard returns and refunds policy on closure.

6.         Intellectual Property Rights

6.1       All materials on the Website, including but not limited to the Content, are protected by copyright under Hong Kong copyright law, international conventions, and other copyright laws and are the property of Cell Wellbeing, or its subsidiaries, affiliated companies or third party licensors. In addition, this Website contains proprietary trademarks, service marks and logos and you are not authorised or granted with any license to utilise any such proprietary trademarks, service marks or logos. Any unauthorised use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.

7.         No Liability for Information on this Website

7.1     We have taken reasonable measures to ensure that the information contained within this Website is correct and up-to-date, however, by using this Website, you accept that:

The ESD is not a medical device and should not be represented and/or treated by you as such.

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THIS WEBSITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEBSITE) IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CELL WELLBEING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY CONTENT PUBLISHED ON OR AVAILABLE THROUGH THE WEBSITE. OR AS TO THE ACCURACY, CONTENT, COMPLETENESS, RELIABILITY, OPERABILITY, OR LEGALITY OF INFORMATION CONTAINED WITHIN THIS WEBSITE. CELL WELLBEING DOES NOT WARRANT THAT THE SERVER THAT MAKES THIS WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, OR OTHERWISE USE THIS WEBSITE. CELL WELLBEING DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO CELL WELLBEING’ NEGLIGENCE, SHALL CELL WELLBEING BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO THE USE OF, THE INABILITY TO USE, OR ERRORS OR OMISSIONS IN, THE CONTENT AND FUNCTIONS OF THIS WEBSITE, EVEN IF CELL WELLBEING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2      We make no representations, warranties or assurances as to the accuracy or completeness of the information provided within this Website and no reliance should be placed thereon, the ESD and its ESA are not approved by any medical authority. In particular, you should not rely on the information provided for the purposes of any medical condition or treatment relating to yourself or any other person. Such information is not intended to be a substitute for the advice of a health care professional, or a recommendation for any particular treatment plan. You are advised to consult a health care professional. We shall not be liable, under any circumstances, for any damage, loss or injury resulting from any form of use of or reliance upon, the information provided within this Website.

7.3         Where we provide links to a third party website, we do not take any responsibility for or make any warranties, representations or undertakings about the content of any other website which may be referred to or accessed by hypertext links in, from or with this Website, and we do not endorse or approve the content of such third party websites. Where any interactions between site users take place, we accept no responsibility for any harassment, annoyance or the transmission of any offensive, illegal or derogatory material(s).

8.        Security

8.1      We are unable to guarantee that third parties will not be able to independently gain access to confidential information or data (including without limitation payment details and details of your personal identity) passing to or via this Website. Accordingly, we do not accept any responsibility or liability whatsoever for any loss or damage suffered or incurred by you as a result of any use or mis-use of any such confidential information or data by any such third party and you agree and acknowledge that your use of this Website shall be solely at your own risk.

9.       Indemnification

9.1       You agree to indemnify, defend, and hold Cell Wellbeing and all of its officers, directors, employees, business partners and agents, harmless from and against any and all liabilities and costs (including, without limitation, legal fees and costs), in connection with any claim arising out of any breach by you of these Terms and Conditions or the representations, warranties, and covenants or your use of this Website. You will cooperate as fully as reasonably required in Cell Wellbeing’s defence of any claim. We reserve the right, as its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Cell Wellbeing.

10.         Prohibited Uses

10.1       As a condition of your use of this Website, you agree not to (i) store, transmit, publish or disseminate any obscene, hateful, pornography, racist, or any other illicit, contrary to public policy or otherwise objectionable content; (ii) store, transmit, publish or disseminate any content that promotes or relates to information about illegal activities or causes personal harm or injury against any individual or group (including defamation, insults, abuse, etc.); (iii) infringe the copyright, trademark, trade secret or any other intellectual property rights of a third party or violate the privacy, publicity or other personal rights of a third party; (iv) misrepresent your identity or represent yourself as another entity; and (v) use the information provided within the Website to develop a competing product against Cell Wellbeing.

You must not miss-use the websites by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain un-authorised access to the websites. You must not attack the websites via a denial-of-service attack or a distributed denial service of attack. By breaching this provision you would not commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate fully with any such authorities by disclosing your identity to them.

10.2       You agree to indemnify us in full and against any and all claims, liabilities, losses, damages, expenses and other costs whatsoever suffered or incurred as a result of any breach of your obligations under Clause 7.1, including, but not limited to, any claims made against us by any third party.

11.         Privacy and Use of Personal Information (the “Privacy Policy”)

11.1       Information Processing: Your personal data will, if required, be processed by Cell Wellbeing in Hong Kong Special Administration Region (“HKSAR”) where data protection and privacy regulations may not offer the same level of protection as in other parts of the world, such as the United States or the European Union. By using this Website, you consent to the collection and/or processing in HKSAR of your personally identifiable information, which includes the use of cookies. By providing any personal information to this Website, all users, including without limitation users in the member states of the United States or the European Union, fully understand and unambiguously consent to the collection and processing of such information in HKSAR.

11.2       Cookies:  For each visitor to the Website, Cell Wellbeing’s web server automatically recognises and stores information, such as the visitor’s IP address/domain name combination. Your computer provides such information automatically each time you log on, unless you have activated blocking technology available in some browsers. Cell-Wellbeing may use cookies which store certain information on your computer which will allow us to customise your visit to the Website and for other purposes to make your visit more convenient. Most browsers will allow you to erase cookies, from your computer hard drive, block acceptance of cookies, or receive a warning before a cookie is stored. However, if you block or erase cookies, we may not be able to restore any preferences or customisation settings you previously specified, and our ability to personalise your online experience would be limited.

11.3       Personal information: We may ask you to provide personal or individually identifiable information, such as your e-mail address, name, mailing address, telephone number, identification document number, credit card number or persistent identifier (such as a customer number held in a cookie) which is associated with individually identifiable information, to enable you to fill out a registration, or to order products and services using the Website. If you choose not to provide your personal information, you may not be able to participate in certain activities.

11.4       Use of Information: We may combine the information you provide on the Website with other information we may collect from you or from third parties so that we can more effectively tailor the Website and the provision of products and services to you. If you provide Cell Wellbeing with personal information, you shall have the right, on reasonable prior notice, to inspect, change, amend, or delete such information, as permitted under the Personal Data (Privacy) Ordinance of Hong Kong (Chapter 486 of the laws of Hong Kong).  Unless you instruct us otherwise, we may contact you to provide information about products, services, promotions or other activities or offerings that may be of interest to you. You can instruct us whether or not you wish to be contacted by checking the box indicating your preference as applicable at the place where your information is collected, or by other means (such as an e-mail request). In addition, with each communication you receive from us, you will be given the opportunity to indicate if you do not wish to receive future communications. You should direct any requests for access or change to your personal information in writing via email at info@cell-wellbeing.com.

11.5       Unless it is for the purposes you have requested or originally agreed, we will not share the personal information you provide on the Website with any other parties, except (a) with your consent; (b) as may be required by law or court order or as requested by a law enforcement agency; (c) to persons or companies with whom Cell Wellbeing contracts to carry out the internal operations of the Website or our business; (d) to enforce the Terms and Conditions; (e) to protect the personal safety, security or property of our users, the public, or ourselves; or (f) to respond to an emergency or exigent circumstances. Although we take measures to safeguard against the unauthorised disclosure of your personal information, we cannot assure you that personally identifiable information that we collect will not be disclosed in a manner that is inconsistent with this Privacy Policy.

11.6       This Privacy Policy does not restrict or prohibit our use of disclosure of public information. We reserve the right to transfer any and all information that we collect from you to third parties in the event that we sell or transfer substantially all of our assets related to the Website to such third party.

12.        Miscellaneous

12.1      We will not be liable to you for failure to perform or delay in performance of any obligations caused by events outside our reasonable control (Force Majeure events), including without limitation, any difficulties experienced by you in accessing the Website. A force Majeure Event shall be include any act, event, non-happening, omission or accident beyond our reasonable control and shall include in particular (without limitation) the following:

strikes, lock outs or other industrial action;
civil commotion, riot, invasion, terrorist attack, or threat of terrorist attack, war(whether declared or not) or threat or preparation for war;
Fire, explosion, storm, flood, earthquake, subsidence, epidemic or another natural disaster;
Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
Impossibility of the use of public or private telecommunications networks;
the acts, decrees, legislation, regulations, or restrictions, of any government; and
any shipping, postal, or other relevant transport strike, failure or accidents.
12.2      These Terms and Conditions constitute the entire agreement between you and Cell Wellbeing relating to your use of this Website and shall supersede and replace all other contracts (except, where applicable), discussions, letters or communications (whether written or oral) relating to the subject matter hereof save that neither party excludes liability for any fraudulent misrepresentations made by it to the other party upon which the other party can be shown to have relied.

12.3      Your use of the Website is governed by the laws of the HKSAR and you agree to submit to the exclusive jurisdiction of the HKSAR courts in relation to any dispute or claim arising out of your use of or access to the Website.

12.4 If any provision of these terms and conditions or the application of any provision hereto to any person or circumstances is held to be invalid, un-enforceable or otherwise, illegal, the remainder of these terms and conditions and the application of such other provisions shall not be affected.

12.5 No waiver by Cell Wellbeing at any time of any breach by you or a third party or compliance with any condition or provision of these Terms and Conditions to be performed by you or a third party shall be construed as a waiver of similar or dis-similar provisions or conditions at the same or at any prior or subsequent time.

12.6 For the purpose of delivery of notices under these Terms and Conditions the address of Cell Wellbeing is:

Cell Wellbeing Ltd

9/F China Merchant Buildings
303-307 Des Voeux Road Central
Sheung Wan
Hong Kong
Attention: Mr Ian Lyons

13.      Sales and Marketing Materials

13.1       All sales and marketing materials relating to the distribution of the Profiler or the conducting of Environmental Profiles by agents, distributors and Profiler users must have prior written approval from the Company before use or distribution. (Cell Wellbeing Limited).

CWB make availible to distributors/purchasers of the ESD ,the current appropriate priceing formats.These published prices to you, must be adhered to,at all times and in all situations,.CWB will rigorously enforce the adherence to these published prices and any deviation by you ,will result in your account being frozen/terminated..

Any exceptions to the priceing structure you have been given must be confirmed in writing by CWB management.

Any situations where multiple branch/outlet sales are presented by you,and may require “special priceing” must have the acknowledgement and agreement of the particular situation in question,agreed in writing by your CE and or CWB management.

14.       Media Policies and Procedures

14.1     Should you receive any inquiries from the media regarding the S-Drive, please contact the CWB Public Relations team immediately, as they can provide the appropriate support and press materials. We would also remind you of the Operator/Screener Policies and Procedures related to contacting third-parties on behalf of the company.

An operator may not contact or promote the products, services, or opportunity through interviews with the media, articles in publications, news reports, or any other public information, trade, or industry information source, unless specifically authorized, in writing, by CWB Corporate Communications or designated representative. This includes private, paid membership, or "closed group" publications.

All media contacts or inquiries should be immediately referred to the CWB Public Relations Department of the Company (media@cellwellbeing.com)

LEGAL DISCLAIMER

The Content of this Website has not been evaluated by the US Food and Drug Administration and that the product(s) on this Website is not intended to diagnose, treat, cure or prevent diseases. Any recommendations originating from this Website any personal consultations by phone, email, in person, or any online consultations/discussions, are at your sole risks.

You should and are advised to consult a qualified and licensed medical professional or health practitioner before starting any nutritional diet program or regime. Content of this Website or originating from it is not to be interpreted as an attempt to prescribe or practice medicine. No product offerings are intended to diagnose, treat, cure or prevent diseases. You should always consult a qualified and licensed medical professional or health practitioner when making decisions regarding your health. You are advised to investigate and educate yourself about any health-based actions and choices you make.