THE EFFECTIVE DATE OF THIS SERVICE AGREEMENT IS THE DATE OF TRANSFER IN OF THE CLIENT OR THE DATE OF INCORPORATION OF THE CLIENT OR THE DATE OF THE FIRST INVOICE PAID AFTER RECEIPT OF THIS AGREEMENT
1.1 Zzzzip and its employees or associates shall carry out the following administration services for you, these may include the following:
Additional Zzzzip Services may include:
1.2. Zzzzip may subcontract the performance of all or part of the Services to one or more suitably qualified subcontractors or sub-processors, provided that Zzzzip shall procure the subcontractors to enter into direct undertakings (including with regard to confidentiality) with the Customer where requested to do so by the Customer. For the avoidance of doubt, Zzzzip will continue to be subject to all duties and obligations under this Agreement during the term of engagement of the subcontractors.
1.3. Client and Controlling Person(s) acknowledge that any Zzzzip Service, which is subject to governmental or third-party approval, is provided on a reasonable efforts’ basis only. Client and Controlling Person(s) also acknowledges that Client or Controlling Person(s) shall not be entitled to a refund in case any such approval-based service cannot be obtained successfully.
1.4. Client and Controlling Person(s) acknowledge that without prior instructions or consultation Zzzzip, its employees and associates are authorized to exercise all such statutory powers and duties of the Client, with respect to legal obligations in Hong Kong, or other relevant jurisdictions and for routine matters to be handled. Within the scope of these powers and duties Zzzzip, its employees, and associates are authorized to take all measures and to contract all obligations which, at its sole discretion are considered necessary or useful for keeping the Client in good legal standing.
1.5. All Client or Controlling Person(s) instructions or requests for services made to Zzzzip must be in writing via email or confirmed via email with respect to verbal instructions. Zzzzip shall not be obliged to take any action pursuant to instructions where in Zzzzip’s reasonable opinion, such instructions are not sufficiently clear and/or precise or do not contain sufficient information to allow Zzzzip to comply materially with such Proper Instructions.
2.1. For the Services mentioned or as otherwise agreed the Client or Controlling Person(s) shall pay any Zzzzip fees set out via email, or in a proposal. Fees outlined via email or in a proposal are subject to change from time to time. Should there be any fees for services provided that have not been outlined via email or in a proposal, Zzzzip shall issue an invoice for such services ordered. Client or Controlling Person(s) shall pay these fees within 30 days (unless otherwise stated in the invoice).
2.2. Invoices raised for annual services such as registered office and company secretary are not refundable on commencement of the service.
2.3. For amounts outstanding for more than 60 days (calculated from first thereafter) Zzzzip is entitled to charge interest at the maximum rate permitted by law or three percent of the total invoice value.
2.4. Client and Controlling Person(s) acknowledge that payments do not automatically constitute acceptance of Zzzzip to provide Services. Zzzzip reserves the right to decline to provide any Services for any reason, including negative outcome of the onboarding and Know Your Customer process, in which case prepaid fees will be refunded. Client and Controlling Person(s) agree that Zzzzip its employees or associates may deduct the Fees from any bank account that Zzzzip its employees or associates are authorised to operate.
2.5. Fees proposed in Appendix Three are subject to periodic review and may be revised by Zzzzip. The Company will be notified about such adjustments in advance.
3.1. Each party warrants to the other that, in relation to this Agreement, it shall observe and comply strictly with all relevant and applicable data protection laws and regulations, and not, by any act or omission, place the other party in breach of such laws or regulations.
3.2. Zzzzip will only process personal data (as defined in all relevant and applicable data protection laws and regulations) to the extent, and in such manner, as is necessary for the provision of the Services in accordance with the Company's written instructions. Zzzzip will not process the personal data for any other purpose or in any way that does not comply with all relevant and applicable data protection laws and regulations. Zzzzip must promptly notify the Company if, in its opinion, the Customer's instructions do not comply with all relevant and applicable data protection laws and regulations.
3.3. Zzzzip must implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk of unauthorised or unlawful processing of personal data, and of accidental or unlawful loss, alteration, unauthorised disclosure or destruction of, or damage to, personal data.
3.4. Zzzzip must notify the Company promptly and without delay and, in any event, no later than 24 hours after becoming aware of a data breach (as defined in all relevant and applicable data protection laws and regulations). In the event of such data breach Zzzzip will investigate the data breach, provide the Company with all relevant information about the data breach, take all reasonable steps to mitigate the effects of, and to help minimise any damage resulting from the data breach and provide the Company with all cooperation and assistance as requested by the Company to enable the Company to notify the data breach to the relevant competent supervisory authority.
3.5. Zzzzip must not engage a sub-processor or otherwise sub-contract any of its activities that involve the processing of personal data without the prior written authorisation of the Company.
3.6. Zzzzip (and, if applicable, any sub-processor) must not transfer or otherwise process any personal data to or in any third country or territory without obtaining the Company's prior written consent unless (and for so long as) the third party or territory is either: (a) covered by a positive finding of adequacy by all relevant and applicable data protection laws and regulations; (b) Zzzzip participates in a valid cross-border transfer mechanism under all relevant and applicable data protection laws and regulations so that Zzzzip (and, where appropriate, the Company) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the rights of Personnel under all relevant and applicable data protection laws and regulations; or (c) the transfer otherwise complies with all relevant and applicable data protection laws and regulations.
3.7. To the extent that any Customer Data or other Confidential Information processed by Zzzzip (and, if applicable, any sub-processor) under this Agreement comprises personal data Zzzzip (and, if applicable, any sub-processor) will ensure that such Customer Data or other Confidential Information will be processed in accordance with and compliance of all relevant and applicable data protection laws and regulations and this Agreement.
The Controlling Person(s) and Client shall fully indemnify, hold harmless and defend Zzzzip, any officer provided, and any employee or associate of Zzzzip from and against all claims, actions, demands, damages, liabilities, losses whatsoever caused unless and to the extent that any loss or damage suffered by you has been finally determined to have been caused by our gross negligence or wilful default or that of our individual partners, employees, agents or other persons acting for or controlled by us.
5.1. Zzzzip reserves the right to terminate any or all Zzzzip Services in part or in whole at any time, to comply with applicable laws or request from governmental body or if Client or Controlling Person(s) breaches any of its obligations under this Terms & Conditions. Zzzzip shall not be liable to the Client or Controlling Person(s) for any loss or damage whatsoever, arising out of or resulting from such termination of the Zzzzip Services.
5.2. Either Client, Controlling Person or Zzzzip may terminate this agreement by giving 90 days’ notice in writing.
5.3. Upon termination Zzzzip will return all properties of the Client or Controlling Person (including all equipment, materials and tools provided by the other Party and all documents, data and information provided by or relating to the other Party) in its possession or under its control after all outstanding invoices (if any) have been settled.
The Client or the Controlling Person(s) must not, without the prior written consent of Zzzzip, for the duration of this Terms & Conditions or within the period of twelve (12) months following the termination of this Terms & Conditions, engage, employ or solicit for engagement or employment any employee or associate of Zzzzip who has been involved in any way in the negotiation or performance of this Terms & Conditions.
7.1. Any notice or other communication or information to be given in connection with this agreement will be in writing and in English and will be sent by email to hello@zzzzip.com.
7.2. A communication sent according to this clause will be deemed to have been received at the time of completion of transmission by the sender, except that if a communication is received between 5: 30pm on a day other than a Saturday, Sunday, or public holiday in Hong Kong and 9:30am on the next day other than a Saturday, Sunday or public holiday in Hong Kong, it will be deemed to have been received at 9:30am on the second of such other days.
The Zzzzip Terms & Conditions may be amended or replaced from time to time without any liability to Client or Controlling Person(s). Zzzzip will notify you of any material amendment or replacement thereof. By continuing to use the Zzzzip Services, Client and Controlling Person(s) agree to be bound by the so amended or replaced Zzzzip Terms & Conditions.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us:
