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Our standard terms and conditions are as below, unless we have agreed differently in writing.
PARTIES
Client (you)
Our Firm (we, us or our)
Stepping Stone (Hong Kong) Limited and it’s Group Companies (or another entity if specified on the invoice)
1. ENTITY
This agreement is in relation to the Client (“the Entity”)
2. SERVICES
The Client has requested assistance with accounting and compliance services as detailed in the invoices.
3. FEES
The fees for the Services, are detailed in the invoices. Any adjustment to the fees is to be agreed in writing. The fee is – unless stated otherwise e for one off work – a monthly retainer and upon cessation of payment of fees the services will also cease.
TERM AND CONDITIONS
4. Confidentiality
While we respect your need for confidentiality, it is important that we understand the nature of your business and have access to required information in order for us to complete the requested and agreed Services.
We undertake that confidential information shall only be used by us for the sole purpose of providing the agreed Services, and that such information will be maintained in strict confidence.
We agree not to disclose any information about your business to any third party (including, but not limited to, projects that you are working on or may in the future work on, clients that you work with, or may in the future work with, any information regarding your business plan, project portfolio and client contacts, financials and marketing strategy) without our written consent, save as required by any lawful regulatory body in Hong Kong and any software and computer systems that are required to be used strictly in the provision of our Service.
You undertake that you will not disclose information in relation to our business, the provision of the agreed services and related fee information, to any third party without our agreed and written prior consent.
No confidentiality obligations, as stated in this agreement shall apply, if either party is legally compelled to do disclose such information.
5. Additional Obligations
You agree to provide us with accurate, complete and relevant information on a timely basis to enable us to complete the agreed services, including within any related statutory filing deadlines. We will not be responsible for any inefficiencies or delays caused by you, your employees or your third party agents. Any penalties or fines resulting from such delays, not caused by us, our employees, or our third party agents, shall be borne by you.
Unless otherwise agreed in writing, we will not be a bank signatory to the corporate bank account nor play an active role in your business. You are solely responsible for daily business activities and solely responsible for corporate bank account activity. We will not sign legal or commercial documents on behalf of the Entity, unless first agreed in writing.
If you engage in any illegal activities, we may, at our discretion immediately terminate our professional services.
6. Payment terms
Payment of fees are due at the start of the month for which the retainer relates too
7. INDEMNITY
You agree that you will, at all times indemnify and keep us indemnified against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against us in connection arising from the business activity of the Entity, unless such instances arise as a direct result of negligent actions of our firm.
The Company acknowledges that our Firm shall only be liable for loss of the Company caused by the wilful default, material breach of this Agreement, fraud or gross negligence of the Firm.
Our Firm shall not incur any liability whatsoever arising from anything done or omitted in reliance on any information given by any agent, employee or adviser of the Client or instructions given by the Client; or
Total liability in relation to the provision of the Services or otherwise in relation to the operation of this Agreement, whether in contract, tort, or for misrepresentation or otherwise shall be limited to three times annual fees.
8. CESSATION OF OUR SERVICES
Should you cease to require our Services you must pay any fees or costs which may be incurred by us in relation to the striking off, dissolution, liquidation or transfer of the Entity.
We shall be entitled by written notice to immediately cease to provide our Services, if:
you (in our reasonable opinion) fail to observe the terms outlined in this engagement letter;
any legal proceedings are commenced against the Entity, you or your Appointees (including any injunction or investigative proceedings).
Either party shall be entitled to cease this agreement for any other reason on reasonable grounds by providing days written notice. And settlement of fees due will be calculated up until the end of the month in which the notice is given.
9. MISCELLANEOUS
Nothing in this engagement letter shall create or be deemed to create the following relationships between us and you or your Appointees: a) employment or b) joint venture/partnership.
Unless otherwise agreed in writing, these terms of business shall be governed by and construed in accordance with the laws of Hong Kong and you hereby submit to the exclusive jurisdiction of the Courts in Hong Kong. In the event of any dispute, claim, question or disagreement arising out of or relating to this Agreement or the breach thereof, no Party shall proceed to litigation or any other form of dispute resolution unless the Parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation.