1. Definitions
1.1 In these Terms and Conditions the following words and expressions shall have the following meanings:
“Agreement” means any agreement between KPC and the Customer which expressly or impliedly incorporates these Terms and Conditions as the context demand.
“Application Form” refers to the document attached with this Agreement which record the details of the Services and the personal information of the Customer.
“Contract period” means the time period the Customer commits to acquire the Services and pay the Fees.
“Customer” means any person or company requesting for the Services.
“Fees” means the monthly fee and other charges for use of the Services as described in the Application Form or as specified by KPC from time to time.
“First Contract period” means the time period, as specified in the Application Form, that the Customer commits to acquire the Services and pay the Fees.
“KPC” means KPC Corporate Services Limited.
“Services” means the services described in this agreement and/or as provided by KPC to the Customer from time to time.
1.2 In the event of any discrepancy between the English and Chinese version of this Agreement, the English version shall prevail.
1.3 KPC reserves the right to update and change the Terms and Conditions or cancel any promotion at any time.
1.4 KPC reserves the right to change or discontinue any aspect or feature of the service at any time. You agree that we shall not be liable to you or any third-party for any termination or disabling of this service.
1.5 KPC may contact Customer to provide their products and services information. If Customer does not wish to receive such information, please write to KPC who will then cease to use Customer’s personal data for such purposes without any charge.
2. Contract Terms
2.1 Without a prior written consent from KPC, the Customer is not allowed to transfer or assign any or part of the service(s) to any other parties.
2.2 This Agreement constitutes the entire agreement between the parties hereto and it is expressly declared that no variation hereof shall be effective unless made in writing and signed by the parties hereto.
2.3 Upon signing of this agreement, the Customer agrees that they will pay KPC the Fees until the end date specified in the Contract Period and KPC will provide the Services to the Customer within the Contract Period.
2.4 Upon signing of this agreement, the Customer agrees and acknowledges that this version of Terms and Conditions for Virtual Office Services will supersede all previously signed agreements signed for virtual office service between KPC (including its group members and associates) and the Customer.
2.5 The Customer agrees and acknowledges that each account can register only 1 company name and 1 trade name. Legally accepted proof has to be provided by the Customer regarding the link between the registered company name and the trade name.
2.6 The Customer agrees and acknowledges that he /she can publicize the address, telephone and fax number provided by KPC ONLY in conjunction with the company name, trade name and contact person(s) registered with KPC. KPC has the rights to call for compensation and legal actions if the Customer has violated this condition.
2.7 KPC holds the rights to charge the Customer if the Customer makes any use of KPC’s address, telephone number or fax number before the Services start or after the Services have been terminated.
2.8 This agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Courts of the Hong Kong Special Administrative Region.
3. Services Termination
3.1 Virtual Office Services are on a prepayment subscription term. Your contract will automatically be renewed at the end of each contract end date for another same contract period. You agree that KPC may automatically renew your contract and charge your account at the expiry date of your last subscription, unless you cancel your renewal subscription at least 30 days before the service expiry date. No deposit will be refunded if KPC does not receive service cancellation notice from you 30 days before the existing service expiry date.
3.2 Either KPC or the Customer can terminate this Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving not less than thirty (30) days written notice to the other. However, if this Agreement, extension or renewal is for shorter than one month and either KPC or the Customer wishes to terminate it, the notice period is one week less than the period stated in this Agreement. If the Customer terminates the agreement before contract end date, all the prepaid service fees, charges & deposit are non-refundable. If KPC terminates the Agreement before contract end date, the prepaid services fee will be refunded to the Customer on pro-rata basis.
3.3 Under the following circumstances, KPC reserves all rights to terminate service(s) to the Customer without prior notice. KPC shall bear no responsibilities nor shall be liable for any claims or compensation for discontinuing service(s).
3.3.1 The Customer has failed to settle the service fees, handling fees, reimbursement of postage, or to renew annual return fee or business registration fee on time.
3.3.2 In suspicion of the Customer is involving a fraud or carrying out any illegal or improper activities.
3.3.3 The Customer becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due.
3.3.4 If KPC determines, in our sole discretion, that you have violated this Agreement or pose a threat to KPC Business Centre and/or its other users.
3.4 Upon termination of service(s), the Customer shall not use the provided telephone number, fax number and address anymore without the prior authorization from KPC. KPC reserves all rights for claiming against all losses and expenses incurred. Any mails, parcels, fax or any other objects sent to or left at KPC’s address shall be at the disposal of Party A at its absolute discretion.
4. Compliance
4.1 The Customer must comply with all relevant laws and regulations in the conduct of its business. The Customer must do nothing illegal in connection with its use of the Business Centre. The Customer must not do anything that may interfere with the use of the Centre by KPC or by others, cause any nuisance or annoyance, increase the insurance premiums KPC has to pay, or cause loss or damage to KPC (including damage to reputation) or to the owner of any interest in the building which contains the Centre the Customer is using. The Customer acknowledges that (a) the terms of the foregoing sentence are a material inducement in KPC’ execution of this agreement and (b) any violation by the Customer of the foregoing sentence shall constitute a material default by the Customer hereunder, entitling KPC to terminate this agreement, without further notice or procedure.
5. Limitation of Liability
5.1 KPC shall not in any circumstances be liable or responsible for any losses, damages, costs, claims, expenses of liabilities of whatever nature (including consequential loss) and however caused arising from or in connection with the provision of Services and whether by way of the law of contract, tory, statute or otherwise and whether occurring during the continuance of this Agreement or after, including but not limited to any loss or damage arising from wrong delivery or non-delivery of messages, calls, mails, parcels, fax, telexes, cables or any other objects or any error in transmission of any of the same.
5.2 The Customer shall not use any office facilities or services provided by KPC for any illegal or immoral purposes.
5.3 The Customer will indemnify and keep indemnified KPC against all loss, demands, damage, costs, claims, expenses, actions or other liabilities arising from or in connection with the provision of the Services hereunder.
5.4 For avoidance of doubt, the Customer agrees and acknowledges that this Agreement shall not give the Customer any right of access to or any interest in any part of the premises to which the correspondence address related or in any of the equipment or facilities provided.
6. Payment
6.1 The Customer shall pay the Fee before the Due Date specified on the relevant invoices.
6.2 KPC has the right to suspend the Services to the Customer if KPC do not receive the appropriate payment from the Customer before the due date specified on the relevant invoices.
6.3 If the account of the Customer has been suspended, the Customer has to pay a re-activation fee (equals to the amount of 1-month service(s) fees) and outstanding fees (if any) in order to apply for re-activating the services. KPC reserves all rights to accept the application or not.
6.4 If the Services have been suspended by KPC due to late payment(s), KPC shall charge the Customer the Fees for the suspended period.
6.5 The Customer has the responsibility to make sure that their payments are received and identified by KPC before the Due Date specified on the relevant invoices.
6.6 KPC shall have the right at any time to require the Customer to provide any amount of deposit to KPC (the “Deposit”) as security for due payment of any Charges and performance and observance of the terms and conditions herein stipulated and on the part of the Customer to be performed and observed. The Deposit shall be refunded to the Customer without interest after termination of the Agreement and the settlement by the Customer of all outstanding Charges or claims brought by KPC in respect of any breach, non-observance or non-performance on the part of the Customer of any of the terms, conditions and obligations under the Agreement.
7. Mail handling
7.1 The Customer has the responsibility to register all the appropriate company names and contact persons with the Company for mail handling purposes.
7.2 KPC reserves the rights to refuse receiving any dangerous / illegal items for the Customer. If KPC suspects any mail, parcel or object is dangerous, KPC reserves the rights to dispose them at discretion.
7.3 The Customer agrees and acknowledges that KPC has the right to call for compensations and legal actions if Customers has violated the terms and conditions
7.4 After the termination of the Agreement, any mail, parcel, fax, telex or cable or other objects sent to or left at KPC’s address shall be at the disposal of KPC at its absolute discretion.
7.5 The Customer will be required to pay a minimum deposit of HKD 500 to cover the postage / courier charges or handling fees incurred for mail handling and forwarding services. The deposit is refundable upon expiration, cancellation or termination of this Agreement, provided that Customer pays all sums owed to KPC.
7.6 In case of paying postages, courier fees or other fees on behalf of the Customer, the amount shall not exceed the balance of prepayment of postage that kept by KPC. If the balance of prepayment is lesser than the required fee, the deposit should be deducted accordingly. If the balance of deposit is lesser than required fee, KPC reserves the rights to refuse receiving the item and paying fee on behalf of the Customer.
7.7 Mails and parcels uncollected over 30 days, or if the Customer is un-contactable, the mails and parcels shall be disposed of without any notice. KPC shall not be responsible for any losses or any obligations.
7.8 KPC would not be liable if the stored items are lost, being stolen or damaged due to any reason during the storage period.
7.9 The Customer agrees and acknowledges that KPC will reject any mails or parcels of 16 cubic feet (2 ft x 2 ft x 4 ft) or above. KPC reserves the rights to refuse receiving any further mails or parcels which volume exceed the prescribed limit, or there will be a handling fee charged at HK$40 per day per extra mails or parcels.
a. KPC shall not be liable for any losses, damages, costs, claims and expenses of liabilities of whatever nature in mail forwarding.
b. Regardless of the quantity or service incurred in the same location, redirecting service will be charged per item.
c. KPC is only responsible for delivering parcels to the address assigned by the Customer. Any unpacking or any forms of re-packing is not included in the service scope.
8. Call Handling
8.1 The Customer has the responsibility to register all the relevant company name(s), contact person(s) and answering instructions with the Company for call handling purposes.
8.2 KPC has the rights, at their absolute discretion, to drop or answer in any way all incoming calls for the Customer during account suspension period or after the termination of the Services.
8.3 KPC will not be responsible for any losses occurred during the process of recording or storage of voice mails.
8.4 For protecting customer’s interest and privacy, all calls messages will be reserved 48 hours after the notification sent.
9. Company Secretarial Service
9.1 The Customer understands that delay in filing of annual return and other prescribed forms for changes of corporate information with the Companies Registry may attract criminal liability to the officers of a company.
9.2 The Customer agrees to notify KPC immediately of all changes in any of the details of the directors, members, or other information required to be kept on the registers of the Company. If the Customer failed to notify KPC of the changes, the Customer agrees to indemnify and hold KPC harmless form any loss suffered as a result therefrom and KPC may immediately resign as a company secretary. In particular, KPC shall not be required to sign or certify any other documents.
9.3 KPC shall perform his/her duties in reliance upon information and representations supplied and made by the Customer. The sole liability of KPC shall extend to the preparation of new company documents in the case that an error has been made in the creation of documents for the Company. KPC shall not be a party in any cause in action resulting from acts of omission or commission of the Customer and the Customer shall not seek relief in any form from KPC for any such causes in action.
9.4 When the company secretarial service period expired without further instruction from the Customer for renewal or the Customer becomes not contactable, this service will then be terminated immediately on the expiry date. Formality and notices will be forwarded to the related government departments regarding the resignation of company secretary immediately on the expiry date.
9.5 Customer shall not involve KPC in any unlawful act or undertaking as the same may be defined in various jurisdictions in which Customer’s Company does business. KPC shall not be responsible for any unlawful act or undertaking in which the Customer or Customer’s Company has been engaged.
9.6 In the case of the Customer or his/her related company involved in any form of business conflict, debt, or criminal affairs, KPC shall reserve the right to terminate the service immediately and may disclose all information of the Customer to any party at KPC’s discretion.
9.7 KPC shall not in any circumstances be liable or responsible for any losses, damages, costs, claims, expenses of liabilities of whatever nature (including consequential loss) and however caused arising from or in connection with the provision of Services hereinabove.
9.8 By subscribing to our Company Secretary service and/or Company Formation Service, the Customer appoints KPC as its registered agent in dealing with all related company corporate fillings and documents issues to the Companies Registry and related government departments. The Customer also agrees and authorizes KPC to setup and maintain e-Registry accounts in Companies Registry on behalf of the Customer, and authorizes KPC to retrieve and/or submit the corporate documents on behalf of the Customer.
Direct Marketing Consent
KPC intends to use your name, telephone number and email address for direct marketing services provided by KPC including but not limited to serviced office, virtual office, company secretary, accounting and auditing, business information technology and company registration services, and/or provide the personal data to KPC’s subsidiaries and a third party which is appointed by KPC to provide the services mentioned hereinabove for direct marketing, but KPC cannot so use your personal data without your consent. Proceed with the payment to indicate your agreement to such use.