1. Who we are and who these terms cover
These Terms of Engagement apply between APEX Partners Consulting Limited (“APEX”, “we”), a licensed trust or company service provider (Licence TC010914 issued by the Registrar of Companies), and the person or company that applies for our services (“you”). Once your company is incorporated, these terms bind the company, and its directors are jointly responsible for the obligations in section 6.
You accept these terms when you submit an application, sign our engagement documents or pay our invoice, whichever happens first.
2. Services
Core package: company name check and incorporation filing; payment of the Companies Registry fee and first-year Business Registration fee; preparation of articles of association, first board resolutions and share certificates; keeping the statutory registers, including the significant controllers register; acting as company secretary for the term you choose; and reminders before statutory filing deadlines.
Optional services: (a) registered office address, including receiving and scanning mail; (b) bank account opening support, being preparation of the application pack and business plan and an introduction to a bank — the decision to open an account rests with the bank and our fee is not contingent on approval; (c) monthly bookkeeping, being the preparation of accounting records and management accounts from the documents you provide. Bookkeeping is not an audit, review or tax filing.
Other work, including share transfers, changes of directors, change of company name, annual return filing beyond the term, tax returns and audit, is outside these services. We quote it before starting.
3. Fees and payment
Fees are as published on our website or stated in your quotation and are payable in advance. Government fees are charged at the rates in force when we file; any change by the Government is passed on at cost.
We begin work only after we have received payment and completed customer due diligence. Bookkeeping is billed monthly by transaction volume band; if your volume moves into a different band for three consecutive months we will adjust the fee with one month’s notice.
4. Term and renewal
Company secretary and address services run for the term you choose (one, two or three years) from incorporation. We send a renewal notice at least 30 days before the end of each term. Services renew on payment of the renewal invoice. Multi-year terms are prepaid at the preferential rate stated in your quotation.
5. Customer due diligence
As a licensed trust or company service provider we must comply with the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). We will verify the identity of you, every shareholder, director and significant controller, and may ask about the source of funds and the nature of the business, at the start and at any time during the engagement.
We may decline an application, suspend services or end the engagement without giving reasons where we are not satisfied with the information provided or where the law requires it. We may report matters to the authorities without notice to you where the law requires. We keep due diligence and transaction records for at least five years after the engagement ends.
6. Your responsibilities
You must give us complete and accurate information, sign documents promptly, and tell us in writing within 7 days of any change to shareholders, directors, significant controllers, addresses or business activities.
The directors remain responsible for the company’s compliance with the Companies Ordinance (Cap. 622), the Inland Revenue Ordinance (Cap. 112) and other laws, including keeping proper books, arranging an audit and filing tax returns, unless you have engaged us separately for that work.
7. Registered office address
Our address may be used only as the company’s registered office and correspondence address, and not for any unlawful purpose or in a way that suggests the company occupies our premises.
We may move the address we provide on at least 30 days’ written notice. In that case we file the change of address with the Companies Registry at our own cost. When the address service ends, you must change the registered office within 30 days; mail received after that is returned to sender.
8. Company secretary
We act as the company’s corporate company secretary. We may resign on 30 days’ written notice, or immediately in the circumstances in section 11. On resignation or termination we deliver the statutory registers and records in our possession to the directors within 14 days.
9. Referrers and affiliated firms
If you were referred to us, we update your referrer on the progress of your application only if you have consented. With your consent, we may share your records with our affiliated CPA firm or other service providers to deliver services you request.
10. Confidentiality and personal data
We keep your information confidential except where disclosure is required by law, by a regulator, or to provide the services. We handle personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and our Privacy Notice.
11. Ending the engagement
Either party may end the engagement on 30 days’ written notice. We may end it immediately if fees are unpaid for 30 days after the due date, if section 5 applies, or if the services are being misused. Fees for work done or for a term already started are not refundable. Government fees already paid are not refundable.
12. Liability
Our total liability for any claim arising from the services is limited to the fees you paid for the relevant service in the 12 months before the claim. We are not liable for decisions of banks or government authorities, for delays outside our control, or for loss caused by inaccurate or late information from you. Nothing in these terms limits liability for fraud or wilful misconduct.
13. General
We may communicate with you and accept signatures electronically. We may update these terms by giving 30 days’ notice; the version in force when a term renews applies to that term. These terms are governed by the laws of the Hong Kong Special Administrative Region and the Hong Kong courts have exclusive jurisdiction. If the English and Chinese versions differ, the English version prevails.