Terms and Conditions
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1. Introduction and acceptance of terms
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By accessing or using the Site and/or engaging our Services, you ("you", "your", the "Client") agree to be bound by these Terms & Conditions (the "Terms"). If you do not agree to these Terms, you must immediately stop using the Site and you must not engage us to provide the Services (save where separately agreed in writing).
These Terms apply in addition to, and do not limit, any separate written engagement letter, service proposal, quote, or service contract that we may enter into with you for particular Services. If there is any inconsistency between these Terms and a signed engagement letter or service contract, the latter will prevail for the specific Services covered by it.
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2. Nature of information on the Site (no professional advice)
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All information, articles, tools, calculators, FAQs and other materials on the Site are provided for general information only and do not constitute accounting, audit, tax, legal or other professional advice. You should obtain specific professional advice from us or another qualified adviser before acting or relying on any information on the Site.
While we use reasonable efforts to ensure that information on the Site is accurate and up to date, we do not give any warranty or representation (express or implied) as to its accuracy, completeness, timeliness or fitness for any particular purpose, and we are under no obligation to update such information.
Your use of any information on the Site is entirely at your own risk and we will not be liable for any loss or damage arising from or in connection with your reliance on such information.
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3. Scope of services and engagement process
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Unless otherwise expressly agreed in writing, a binding engagement for any Service will only arise when we confirm our acceptance of your request (for example by email, written proposal acceptance, signed engagement letter or payment confirmation) and you have provided all information, documents and fees that we reasonably require to proceed.
We reserve the right, in our sole discretion, to decline or discontinue any engagement (for example, for conflict-of-interest, know-your-client, anti-money-laundering or regulatory reasons, or where required information is not provided) and, where appropriate, to refund any pre-paid fees for Services not yet performed, subject to any non-refundable disbursements and reasonable administrative charges.
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4. Client responsibilities and information obligations
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You agree to provide complete, accurate and up-to-date information, documents and explanations that we reasonably require to perform the Services, including but not limited to identification and address documents for shareholders, directors, beneficial owners, authorised signatories and contact persons, and information about your business activities, transactions and tax positions.
You are responsible for ensuring that any information or documents you provide do not infringe any third party rights, are not misleading, and comply with applicable laws. We are entitled to rely on information provided by you (or on your behalf) without independent verification unless we expressly agree otherwise.
You remain solely responsible for your commercial decisions and for ensuring that you meet your statutory obligations under the laws of Hong Kong (including the Companies Ordinance and Inland Revenue Ordinance) and any other relevant jurisdictions, even where we assist you in preparing filings or providing advice.
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5. Company formation and company secretarial services
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For company formation engagements, our role is limited to preparing and submitting specified incorporation documents, obtaining certificates and business registration, and providing agreed ancillary deliverables (such as green box, company seal and statutory records) as described in our service plan or engagement letter. We do not guarantee that a particular company name or structure will be accepted by the Companies Registry or any bank.
Where we act as your company secretary and/or designated representative, we will maintain statutory registers (including significant controllers register) and assist with annual returns and routine corporate filings based on information supplied by you, but you must promptly notify us of any changes to shareholders, directors, registered office, controllers or other corporate details so that filings and registers can be updated in a timely manner.
You acknowledge that failure to maintain proper registers, to appoint a designated representative or to file required returns and documents may constitute offences under Hong Kong law and may result in fines or prosecution; our role is to assist, but we are not responsible for penalties arising from your delay, omission or failure to provide information or instructions.
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6. Virtual office and registered office services
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Where you subscribe to our virtual office or registered office services, you authorise us to use our designated business address as your company's registered office and/or business correspondence address, and you agree that we will receive mail and deliveries on your behalf during normal business hours and handle them according to the mail-handling and forwarding options you have selected.
We may notify you of received mail by email or other agreed means and, where forwarding is requested, may charge additional postage, courier and handling fees. We are not responsible for any loss, delay, misdirection, damage or non-delivery of mail or parcels caused by postal services, couriers or other third parties, or for your failure to collect items within a reasonable period.
You may not use our address in any way that is misleading, unlawful or contrary to regulatory requirements, and we reserve the right to suspend or terminate virtual office or registered office services immediately if we reasonably believe that the address is being used for illegal, abusive or high-risk activities or in breach of our policies or applicable law.
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7. Fees, payment, refunds and changes
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Our fees, payment terms and any applicable government fees or disbursements will be set out in our published service plans, written quotes or engagement letters. Unless otherwise stated, professional fees are exclusive of government fees, stamp duties, courier charges, bank charges and out-of-pocket expenses, which will be payable by you in addition to our fees.
Fees are generally payable in advance or as otherwise agreed, and we are not obliged to commence or continue Services until cleared funds have been received.
Unless otherwise required by applicable law or expressly stated in a specific service plan, all fees are non-refundable once payment is confirmed, particularly where we have started processing your application, incurred work time or paid government fees, except that we may (but are not obliged to) consider partial refunds in exceptional cases subject to an administrative fee.
We may revise our fees, service descriptions and promotions from time to time; any changes will not affect Services already paid and accepted, but will apply to new engagements and to renewals or extensions after the effective date of change.
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8. Use of the Site; intellectual property
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All content on the Site, including text, graphics, logos, icons, images, audio or video clips, design, layout, software and other materials ("Site Content"), is owned by or licensed to Profit Accounting and is protected by copyright, trade mark and other intellectual property laws.
You may view, download and print reasonable portions of the Site Content for your own internal and non-commercial use in connection with evaluating or using our Services, provided that you do not remove any proprietary notices. You must not copy, modify, reproduce, distribute, publicly display, publish, frame, mirror, "scrape", data-mine or create derivative works from any part of the Site or Site Content without our prior written consent.
You will not attempt to gain unauthorised access to any part of the Site, our servers or systems, or to interfere with the proper operation of the Site (including by introducing viruses, malware or harmful code, overloading the network, or circumventing any security or authentication measures). We may suspend or block your access to the Site if we reasonably believe you are in breach of this clause.
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9. Third-party links, tools and services
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The Site may contain links to third-party websites, tools or services (including banks, payment providers, accounting platforms and regulators). These are provided for convenience only, and we do not control or endorse, and are not responsible for, any third-party content, security practices, privacy policies or services. You access and use third-party sites and services at your own risk.
Some Services may involve or integrate with third-party platforms (for example, bank account opening assistance, cloud accounting systems or electronic identity-verification providers). Your use of such platforms is subject to their own terms and privacy policies, and you are responsible for reviewing and complying with them; we are not party to those contracts and are not liable for the acts or omissions of those third parties.
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10. Electronic communications and records
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You consent to us communicating with you and sending documents, invoices, statements, notices and other information by electronic means (including email, secure portals or messaging within our systems), and you agree that such electronic communications have the same legal effect as paper communications.
You are responsible for maintaining accurate contact details, regularly checking your email and other agreed communication channels, and promptly informing us of any changes. We are not responsible for any loss arising from your failure to receive or read communications that were correctly sent to your last notified contact details.
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11. Privacy and personal data
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We handle personal data in accordance with the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486) and our Privacy Policy, which is incorporated into these Terms by reference. By using the Site or our Services, you acknowledge that you have read and understood our Privacy Policy and you consent to our collection, use, disclosure and processing of personal data as described there.
Where you provide us with personal data of third parties (for example, shareholders, directors, officers, employees, beneficial owners or family members), you confirm that you have obtained all necessary consents and authorisations (or that another lawful ground applies) to allow us to use that personal data for the purposes of providing the Services and complying with our legal and regulatory obligations.
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12. Limitation of liability
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To the fullest extent permitted by law, the Site and Site Content are provided on an "as is" and "as available" basis, and we disclaim all warranties, conditions and representations of any kind (whether express, implied or statutory), including any implied warranties of accuracy, non-infringement, merchantability, quality or fitness for a particular purpose.
To the fullest extent permitted by law, we are not liable to you (whether in contract, tort, negligence, statutory duty or otherwise) for any indirect, consequential, incidental, punitive or special loss or damage, or for any loss of profit, revenue, business, goodwill or data, arising out of or in connection with the Site, the Services or these Terms.
Subject to any mandatory legal limitations and except for liability that cannot be excluded under applicable law, our aggregate liability to you in respect of all claims arising out of or in connection with any particular Service will not exceed (a) the total professional fees actually paid to us for that Service in the 12 months immediately preceding the event giving rise to the claim, or (b) HKD $1,000, whichever is lower.
Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
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13. Indemnity
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You agree to indemnify and hold harmless Profit Accounting, its partners, directors, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or any engagement letter; (b) your violation of any law or third-party rights; or (c) any inaccurate, incomplete or misleading information or documents you provide to us.
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14. Suspension and termination
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We may suspend or terminate your access to the Site and/or the provision of any Services immediately on written notice if you breach these Terms or any engagement letter, fail to pay any amount when due, use our address or services for unlawful purposes, or where we are required to do so by law or regulatory authorities.
You may terminate ongoing Services in accordance with the notice periods and procedures set out in the relevant engagement letter, service plan or our written confirmation; fees already incurred or paid may be non-refundable, particularly where we have carried out work or paid disbursements on your behalf.
Termination will not affect any accrued rights and obligations of either party, and clauses which by their nature are intended to survive (such as those relating to fees, limitation of liability, intellectual property, confidentiality, data protection and governing law) will continue in force.
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15. Changes to these Terms
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We may amend these Terms from time to time, and your continued use of the Site or Services after that date constitutes your acceptance of the updated Terms.
If a change materially affects existing ongoing Services, we will take reasonable steps to notify affected clients (for example by email or a notice on the Site) and, where required by law, will obtain your consent or provide you with an option to terminate before the change takes effect.
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16. Governing law and jurisdiction
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These Terms, the Site and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Hong Kong Special Administrative Region ("Hong Kong").
You agree that the courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with the Site, the Services or these Terms, without prejudice to our right to take proceedings in any other jurisdiction where necessary to protect our legal rights.
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17. General provisions
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If any provision of these Terms is held by a court to be invalid, illegal or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
No failure or delay by us in exercising any right or remedy under these Terms operates as a waiver of that right or remedy, and any waiver must be in writing to be effective. You may not assign or transfer your rights or obligations under these Terms without our prior written consent; we may assign or transfer our rights and obligations to any affiliate or successor business.
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END OF TERMS & CONDITIONS
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