These Terms of Service form a binding agreement between you and CIRCULATE RESOURCES LIMITED. By accessing our website, using our telemetry dashboards, transacting on our by-product marketplace platforms or engaging our recovery line services, you accept these terms. If you do not accept them, please do not use the services.
1. Agreement and Definitions
These Terms of Service govern the relationship between you, whether as a visitor, client, supplier, buyer or seller, and CIRCULATE RESOURCES LIMITED, whose registered address is G/F, No 6 Hung Mo Tam, Pat Heung, Yuen Long, Hong Kong (HK). The operating identity Circulate Resources is used interchangeably with the company name throughout these terms.
In these terms, we, us and our refer to CIRCULATE RESOURCES LIMITED. You and your refer to the person or organisation using the services. Services means our website, our recovery line design and operation, our telemetry systems, our sorting and grading automation, our by-product marketplace platforms, our compliance and chain-of-custody data services and our managed loop stewardship.
Where these terms conflict with a signed agreement between us and a client, the signed agreement prevails to the extent of the conflict. Where a translation of these terms exists, the English version governs. Headings are for convenience only and do not affect interpretation.
2. Eligibility and Account Registration
You must be at least eighteen years old and able to enter into a binding contract to use the services. If you use the services on behalf of an organisation, you confirm that you are authorised to bind that organisation to these terms.
Some parts of the services require an account. When you register, you must provide accurate and current information, and you must keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.
We may refuse, suspend or close an account where information appears false, where these terms are breached, where a legal or regulatory requirement makes continued access inappropriate, or where the account presents a risk to the platform or to other participants. We will give reasons unless the law or a security concern prevents disclosure.
3. Scope of Services
Our core service is computer integrated systems design for circular material flows. We survey streams, design recovery lines, install telemetry, automate sorting and grading, operate marketplace platforms, assemble compliance records and steward loops on behalf of clients. Each engagement is scoped in writing before work begins.
We may modify, improve or discontinue any part of the services at any time. Where a change materially reduces a paid service, we will give reasonable notice and, where appropriate, an adjustment to fees or a remedy. We do not guarantee that any particular feature will remain available indefinitely.
Any description of services on our website is an invitation to enquire, not a binding offer. A binding obligation arises only when we confirm an order in writing or when both parties sign an engagement document.
4. Quotations, Orders and Acceptance
A quotation states its validity period and the assumptions on which it is based, including material type, tonnage, contamination profile and site conditions. If the assumptions change materially, we may revise the quotation before accepting an order.
An order is accepted when we issue a written confirmation or when we begin work with your written instruction. Verbal instructions are accepted only for minor operational matters and must be confirmed in writing within one working day.
Where an order depends on a survey or sampling result, acceptance is conditional on that result matching the assumptions recorded in the quotation. If the result differs, the parties will discuss an amended scope in good faith before either commits further.
5. Fees, Invoicing and Payment
Fees are stated in the quotation or in the applicable platform pricing schedule. Unless stated otherwise, fees are exclusive of taxes, duties and third party charges, which are added where applicable. Expenses such as travel, sampling analysis and freight are billed at cost unless the quotation includes them.
Invoices are payable within the period stated on the invoice, and where no period is stated, within thirty days of the invoice date. We may charge interest on overdue amounts at the rate permitted by law, and we may suspend services where an undisputed invoice remains unpaid after a written reminder.
You are responsible for withholdings and for any bank charges that reduce the amount we receive. Fees already paid for work properly performed are non refundable except where these terms, the applicable agreement or the law requires a refund.
6. Client Responsibilities
You agree to provide accurate information about the material you ask us to handle, including its composition, hazards and special handling needs. You must tell us about any substance that could endanger people, equipment or the environment before it reaches our yard or facility.
You agree to provide safe and timely access to your site, to make qualified personnel available for safety induction and decisions, and to obtain any internal approvals needed for the work. Where your site has hazards, you must disclose them in advance and mark them clearly.
You are responsible for the accuracy of data you supply to a marketplace listing, for holding the rights needed to offer the material for sale, and for complying with the laws that apply to your own operations. We rely on your representations when we design and operate a loop.
7. Material Acceptance and Rejection
We may inspect and test any material presented for recovery. We may reject material that does not match the agreed specification, that carries an undisclosed hazard, that is contaminated beyond the design limits of the line, or that cannot be processed lawfully or safely.
Where we reject material, we will tell you why and will work with you on a lawful route for its disposal. Rejected material remains your responsibility and may attract a handling charge where we have incurred cost in receiving, testing or storing it.
Accepted material is processed according to the survey and design parameters. Where actual material deviates from the agreed specification, we may adjust processing conditions, and the grade and quantity of recovered output may differ from the original estimate. Telemetry records provide the basis for resolving any dispute about output.
8. Telemetry Data and System Access
Where we provide access to a telemetry dashboard, access is granted to named users for business purposes connected to the services. You must not share credentials, scrape the dashboard, or use the data to build a competing product without our written consent.
We aim to keep telemetry available and accurate, but sensors require calibration and networks occasionally fail. We will not be liable for a temporary interruption or for a reading that is later corrected, provided we act promptly to restore service and to annotate the record.
You grant us a limited licence to collect, store and process operational data from your line for the purpose of delivering the services and maintaining quality records. Ownership of operational data generated at your site remains with you, and we hold a copy as needed to perform the services.
9. Marketplace Platform Rules
Participants in our by-product marketplace must list material honestly and must not misrepresent grade, quantity, moisture, contamination or provenance. Listings must comply with the law and with our published grade specifications.
Transactions are between the buyer and the seller. CIRCULATE RESOURCES LIMITED provides the platform, the matching tools and the supporting data, but is not a party to the sale unless it expressly agrees in writing to act as a principal. Each party is responsible for its own tax, transport and regulatory duties.
We may remove a listing, cancel a match or suspend a participant where we detect fraud, unsafe material, false documentation or a breach of these terms. We may also report suspected unlawful conduct to the relevant authority.
10. Intellectual Property
The website, the telemetry software, the marketplace platform, our drawings, our design documentation, our branding and our written content are owned by CIRCULATE RESOURCES LIMITED or licensed to us. These terms do not transfer ownership of any intellectual property to you.
We grant you a limited, non exclusive, non transferable right to use our software and documentation as necessary to receive the services. You must not copy, modify, reverse engineer or redistribute our software except as permitted by law or by a separate written agreement.
Where a project produces client specific drawings or models, ownership is set out in the engagement document. Unless that document says otherwise, we retain ownership of our underlying methods and tools, and you receive a licence to use the project deliverables for your internal business purposes.
11. Confidentiality
Each party may receive confidential information from the other, including commercial terms, material specifications, process parameters and technical data. Each party agrees to use that information only for the purpose of the engagement and to protect it with reasonable care.
Confidentiality does not apply to information that is public through no breach, that was already lawfully held, that is independently developed without reference to the disclosed information, or that must be disclosed by law. Where disclosure is compelled, the disclosing party will give notice where permitted so that protective steps can be considered.
These confidentiality obligations survive the end of the engagement for the period stated in the engagement document, or for five years where no period is stated.
12. Compliance and Chain of Custody
You agree to comply with all laws that apply to the material you send to us, including environmental, transport, safety and export rules. You must not ask us to handle material that cannot be processed lawfully at our facility.
We maintain chain-of-custody records from capture through washing, sorting and return, and we make those records available to you and to regulators as required. You agree to provide the documentation we reasonably request so that the chain remains complete and accurate.
Where a legal requirement changes and makes an existing loop non compliant, the parties will work together promptly to adjust the design, the documentation or the destination of the material. Neither party is required to continue an activity that has become unlawful.
13. Warranties and Disclaimers
We warrant that we will perform the services with reasonable skill and care, in accordance with the applicable engagement document and with the standards of our industry. We warrant that we hold the permissions needed to perform the services that we agree to provide.
Except as expressly stated, the services are provided without further warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose or non infringement. We do not warrant that recovered material will meet a particular resale price or that a loop will achieve a specific return rate.
Estimates, models and forecasts are provided in good faith based on the information available, but actual outcomes depend on material variability, market conditions and factors outside our control. You are responsible for commercial decisions you take in reliance on an estimate.
14. Limitation of Liability
To the maximum extent permitted by law, CIRCULATE RESOURCES LIMITED will not be liable for indirect, incidental, special, consequential or punitive losses, including lost profits, lost revenue, lost data or business interruption, however caused and whether in contract, tort or otherwise.
Our total liability arising out of or relating to the services in any twelve month period is limited to the amount of fees paid by you to us for the services giving rise to the claim in that period. Where the services are provided free of charge, our total liability is limited to the smallest amount permitted by law.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded. Some jurisdictions do not allow certain limitations, so part of this section may not apply to you.
15. Indemnity
You agree to indemnify and hold harmless CIRCULATE RESOURCES LIMITED and its officers, employees and contractors against claims, losses, damages, liabilities and reasonable costs arising from your breach of these terms or the applicable engagement document.
This indemnity covers, in particular, claims arising from inaccurate information you supplied about material, from undisclosed hazards, from material you did not have the right to offer, and from your failure to comply with a law that applies to your operations.
We will notify you promptly of any claim that may trigger this indemnity, will allow you to participate in the defence where appropriate, and will not settle a claim in a way that admits your fault without your consent, which must not be unreasonably withheld.
16. Suspension and Termination
Either party may terminate an engagement for material breach that remains uncured thirty days after written notice. Either party may terminate immediately where the other becomes insolvent, enters administration, or ceases to carry on business.
We may suspend the services immediately where continued provision would be unlawful, would create a safety risk, or would expose us to a serious compliance or security threat. Where practicable, we will give you notice and an opportunity to remedy before suspension.
On termination, you remain liable for fees for work performed and for commitments properly incurred before the effective date. Sections that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability and governing law, continue in force.
17. Force Majeure
Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, severe weather, fire, flood, epidemic, war, civil unrest, labour dispute, power failure, network failure or an act of government.
The affected party must notify the other promptly and must take reasonable steps to mitigate the effect. If the event continues for more than sixty days, either party may terminate the affected part of the engagement without liability for the unperformed portion.
Force majeure does not excuse an obligation to pay amounts already due, and it does not apply where the failure results from the affected party own negligence or wilful misconduct.
18. Governing Law and Dispute Resolution
These terms are governed by the laws of Hong Kong. The parties submit to the exclusive jurisdiction of the courts of Hong Kong, save that we may seek urgent relief in any jurisdiction where a breach threatens our intellectual property or security.
Before starting proceedings, the parties will attempt in good faith to resolve a dispute through senior representatives who have authority to settle. If the dispute is not resolved within thirty days, the parties may refer it to mediation before a mutually agreed mediator.
Nothing in this section prevents either party from seeking interim relief to protect confidentiality, intellectual property or safety, and nothing obliges a party to mediate a claim that is time sensitive or that concerns unlawful conduct.
19. Changes to These Terms
We may update these terms from time to time to reflect changes in our services, our systems or the law. The current version is published on this page with a revised date, and material changes are highlighted on the homepage for a reasonable period.
Where a change materially affects an existing paid engagement, we will give advance notice and, where appropriate, an opportunity to discuss the effect. Continued use of the services after the effective date of an update constitutes acceptance of the revised terms.
If you do not accept a revised term, you may stop using the services and, where the change is material, terminate the affected engagement without penalty for the unperformed portion.
20. General Provisions
These terms, together with any signed engagement document and the applicable privacy notice, constitute the entire agreement between the parties and supersede prior discussions on the same subject. A waiver of a breach is not a waiver of any later breach.
If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. You may not assign an engagement without our written consent, and we may assign to an affiliate or to a successor in connection with a corporate transaction.
Notices must be in writing and sent to the addresses stated in these terms or in the engagement document, and are deemed received on delivery or, for email, on the next working day after sending. CIRCULATE RESOURCES LIMITED, G/F, No 6 Hung Mo Tam, Pat Heung, Yuen Long, Hong Kong (HK). Telephone +12768778392. Email admin@circulateresources.lol. These terms support our work in computer integrated systems design for circular material flows, where every flow is recovered, every loop is rinsed and every loop is returned.