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Terms and Conditions of Service

This document details the general terms and conditions upon which Service Company will be engaged by you to provide or procure individuals (each, a “Designee”) to provide Services to you. You are deemed to have accepted these Terms and Conditions when engaging Service Company and/or Designee for any of the Services.


  1. In these Terms and Conditions, unless the context otherwise requires, words and expressions used herein shall have the respective meanings set opposite to them:


“Authorised Person”

means such individual, whose name and address have prior been given by you to Service Company, that is authorised by you to give directions or instructions to Service Company on Services being provided or to be provided to the Company.



means the corporate entity owned or controlled, directly or indirectly, by you to which the Service Company will provide Services.



means an individual arranged or designated by Service Company to provide Services.


“Hong Kong”

means the Hong Kong Special Administrative Region of the People’s Republic of China.



includes any individual, body corporate, unincorporated association and partnership.



means any or all of the following services offered by Service Company:


(a) forming corporations or other legal persons;

​(b) acting, or arranging for another person to act (i) as a director or a secretary of a corporation; (ii) as a partner of a partnership; or (iii) in a similar position in relation to other legal persons;

(c) providing a registered office, business address, correspondence or administrative address for a corporation, a partnership or any other legal person or legal arrangement;​


(d) acting, or arranging for another person to act (i) as a trustee of a trust or a similar legal arrangement; or (ii) as a nominee shareholder for a person;


(e) book-keeping, accounting, audit and other related services;


(f) payroll, HR management, mandatory provident scheme administration and other related services; and

(g) general commercial, corporate and transactional advisory services, support and assistance.

“Service Company”

means ZONE Resources Limited, its successors and assigns.

“this Agreement”

means, collectively, these Terms and Conditions, special terms and conditions as may be supplemented or amended by Service Company from time to time (if any), and any additional or other agreement signed between Service Company and you.



means you, being an individual, corporation or unincorporated body who engages or use any of the Services or to whom Service Company has agreed to provide Services.


Any agreement, covenant, obligation, undertaking, liability, representation or warranty hereunder by two or more persons is bound or assumed by them jointly and severally.

described herein.

Words importing the singular include the plural and vice versa; words importing a gender include every gender; references to a person include body corporate or unincorporated; the word “including” used when introducing a list of items does not limit the meaning of the words to which the list relates to those items or to items of a similar kind; references to a Clause are references to a clause of these Terms and Conditions.  


2. During the continuance of the engagement hereunder, the Service Company agrees to provide, or to procure the provision of, Services for and in relation to the Company and all incidental services as may reasonably be requested from time to time.


        3. You shall ensure that:-


3.1 no instruction or direction given to the Company, the Service Company and/or the Designee is or may be unlawful under the laws of Hong Kong or any other place having jurisdiction over the Company or its directors, or in the place where that instruction or direction is to be performed;


3.2 all statements and documents that the Designee may be required to sign will, to the best of your knowledge and belief, be true, accurate and not misleading;


3.3 the Company or its accountant or manager will keep proper financial records in accordance with all applicable laws;


3.4 all taxes required to be paid by the Company will be duly paid on the date for payment thereof (provided that the Company may dispute in good faith any taxes required to be paid); and


3.5 You or the Company will make available all such information as is required to enable the Service Company and the Designee to fulfil their obligations hereunder.


4. The Service Company and the Designee are expressly authorized to act upon instructions, directions or advice from you or the Authorized Person or any person they bona fide believe to be duly authorized by you, in all matters concerning the Company or its business.  Such instructions, directions or advice may be communicated orally or in writing and with or without authentication.


5. Notwithstanding the foregoing, the Designee may at any time do or refrain from doing any act if he shall in his absolute discretion consider it proper to do so in accordance with his duty to the Company.


6. In the connection with the provision of the services hereunder, the Service Company and the Designee shall be entitled to request advice and services of such accountants, lawyers and other professionals as they deem appropriate at any time when such advice and services may reasonably be required.  The costs incurred therefor, provided that they are proper in the circumstances, shall be borne by you or the Company or as otherwise agreed.


7. The Service Company agrees during the continuance of the engagement hereunder that the Service Company and the Designee will act bona fide in the interests of the Company and in compliance with Hong Kong law and the jurisdiction in which the Company is established or incorporated.


8. Save in the case of fraud or gross negligence on the part of the Service Company or the Designee,

8.1 neither the Service Company nor the Designee shall be liable to You, the Company or to any other person whosoever in respect of anything done or omitted to be done by the Service Company or the Designee in carrying out his duties; and


8.2 You and the Company shall jointly and severally indemnify and keep harmless each of the Designee, the Service Company and its affiliates and the directors, officers, employees, agents and consultants of any of the foregoing (each, an “Associate”), and the Designee from and against all actions, proceedings, claims, demands, liabilities, losses, costs and expenses whatsoever, joint or several, which may be suffered or incurred by any of the Service Company or an Associate directly or indirectly by reason of the engagement of the Service Company hereunder, the provision by the Service Company and/or the Designee of its services, or by reason of any act, deed, matter or thing done or omitted to be done or otherwise holding any office or directorship in the Company by the Service Company or any Associate or the Designee whether or not in the capacity as a director or officer or shareholder of the Company.


8.3 Notwithstanding the foregoing, the maximum liability of the Service Company and Associates and Designee in aggregate relating to services rendered under the engagement hereunder (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the fees already paid to the Service Company for the portion of the services or work products giving rise to liability. In no event shall the Service Company be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.) even if it has been advised of their possible existence.


8.4 The exclusion and indemnity provided in this Clause 6 shall continue from time to time and shall remain in full force and effect notwithstanding that the Service Company or the Designee may have ceased to provide any such services described herein.

9. In consideration of the agreement of the Service Company to provide and/or procure the Designee to provide the services described herein and in consideration of the acceptance by the Designee of such designation, You shall pay or cause to be paid to the Service Company the annual and other charge for the provision of services of such sum to be agreed between You and the Service Company (or the appropriate pro-rated amount for part of a year) payable in advance, and the amount of such charge (or such higher charge as may be fixed) at the commencement of each year of service thereafter.  The annual service charge shall be subject to review from time to time.


10. You shall pay or reimburse, or cause to be paid or reimbursed to the Service Company expenses incurred by the Service Company or the Designee on behalf of the Company, including but not limited to:-


10.1 all taxes, duties, fees and costs paid on behalf of the Company to any government or agency thereof or other regulatory authority to comply with any legal, regulatory or licensing requirements;


10.2 international telephone and other international communication expenses;


10.3 printing, photocopying, forms, stationery and office supplies;


10.4 travel and subsistence costs and expenses incurred by staff employed by the Service Company or the Designee, when requested or authorized by You or the Company; and


10.5 any other costs and expenses incurred at the request of or authorized by you or the Company.

11. You hereby authorise the Service Company and the Designee (if any) to wind-up or deregister the Company or allow it to be struck off (each, to “remove from the retainer of” the Company), under the absolute discretion of the Service Company, under any of the following circumstances:-


11.1 You or any other director or shareholder of the Company cannot be contacted by any reasonable means or


11.2 any fees, charges or expenses to be reimbursed payable to the Service Company are outstanding for a year or more.


11.3 A notice of intention to wind-up or deregister the Company or allow it to be struck off (as the case may be) shall be sent by registered mail to you at his last known address registered with the Service Company or the Designee.


11.4 The notice shall give 60 days for you to respond or to settle the outstanding sum, failing which the Service Company will proceed to wind-up the Company.

12. Either party may terminate this Agreement by giving to the other a not less than thirty (30) days’ notice whereupon the Service Company, the Designee and the Company shall procure that all such acts are done as may be necessary to give effect to such termination, and You and/or the Company shall procure the appointment of a substitute director and/or officer as circumstances may require.


13. Notwithstanding the foregoing, either party may terminate the engagement hereunder (a) if the other party commits a material breach of any provision of this Agreement and, if capable of remedy, fails or neglects to remedy the same within 14 days from the date of receipt of a written notice of default describing in reasonably detail such act or omission in breach of provision(s) of this Agreement; or (b)  immediately without the need of notice if the other party (i) enters into a compulsory or voluntary liquidation, (ii) has a trustee, receiver or manager or like official appointed over the whole or a substantial part of its undertaking or property, (iii) calls a meeting of or makes any composition with or assignment for the benefit of its creditors, or (iv) becomes insolvent, or (v) is subject to any winding up proceeding or (vi) otherwise ceases to carry on its business or a substantial part of its business.  Any termination of the engagement hereunder shall be without prejudice to any rights and remedies accrued prior to the date of termination.


14. Upon or immediately following termination of the engagement hereunder (a) all fees and other expenses and disbursements payable by you to the Service Company shall become immediately due and payable; (b) the Service Company and the Designee shall, upon payment of any outstanding fees and expenses, deliver to the Company (or as it shall reasonably direct) all property (including books, documents and records) of the Company which is in their possession and control.


15. The obligations on the part of you and Authorized Person herein contained shall be binding on his executors, administrators, legal representatives and successors-in-title.  All rights and benefits accrued to the Service Company and the Designee hereunder shall inure for the benefit of his successors and assigns.


16. Any legal process, request, demand, notice or other communication required to be served hereunder shall be sufficiently served on you if delivered to him by hand or prepaid post at his address first above written or his last known address in Hong Kong. 


17. The benefits of the engagement hereunder shall enure to the respective successors and assigns of the parties hereto and the obligations and liabilities assumed in this appointment by the parties hereto shall be binding upon their respective successors and permitted assigns, provided that you shall not assign, transfer or otherwise deal with your rights, interests, benefits, obligations, claims or liabilities under these Terms and Conditions, whether in whole or in part, without prior written consent of the Service Company.  The Service Company may at its discretion nominate another person to provide Services to you, or assign, transfer or otherwise deal with its rights, interests, benefits, obligations, claims and/or liabilities under these Terms and Conditions.


18. The Service Company reserves the right to vary, delete, modify or add to these Terms and Conditions and the fees, expenses and the Services from time to time and such variation and/or addition shall become effective when published or displayed or notified to you in any manner as the Service Company shall think appropriate, irrespective of whether you have actual notice or knowledge thereof.


19. If any provision of these Terms and Conditions is determined to be illegal, unenforceable or invalid in whole or in part for any reason, it shall be severed from other provisions herein and shall not affect the enforceability of the remaining provisions of this Agreement.


20. No failure or delay on the part of the Service Company to exercise any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by the Service Company of any right, power or remedy.


21. These Terms and Conditions are governed by and construed in accordance with the laws of Hong Kong and the parties to this Agreement hereby submit to the non-exclusive jurisdiction of the Hong Kong courts.  Any person or entity who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623 of the laws of Hong Kong) to enforce or to enjoy the benefit of any terms, covenants or conditions contained in this Agreement.


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