TERMS AND CONDITIONS

Terms & Conditions

DATE: the Effective Date

PARTIES:

(a) Agenda Corp Limited, a company incorporated in Hong Kong (company number: 2144527) having its registered office at Room 2302, 23/F Tung Chiu Commercial Centre, 193 Lockhart Road, Wan Chai, Hong Kong (the “Supplier”); and

(b) The person or, as the case may be, each person in whose name one or more user account(s) is(are) opened on AgendaCorp.com and includes any personal representative or lawful successor of such person and where the context permits, includes any person(s) authorised by the Customer to give instructions to the Supplier, as notified to the Supplier from time to time(the “Customer”).

BACKGROUND:

(c) The Client has requested the Supplier to provide various professional services as set out in Clause 1 below which the Supplier has agreed to provide upon the terms as set out in this agreement (“the Agreement”)

(d) NOW IT IS HEREBY AGREED as follows:

General Terms & Conditions

(i) This Agreement is subject to the General Terms & Conditions which form an integral part of this Agreement. The General Terms & Conditions are incorporated into this Agreement and are set out in the Schedule hereto. The Client confirms it has read and understands the General Terms and Conditions and agrees to be bound by the provisions as set out therein.

(ii) Where there is a conflict between the terms of this Agreement and the terms of the General Terms & Conditions, the terms of this Agreement shall prevail.

(iii) The effective date of this agreement is subject to when our internal due diligence check is completed and approved. Any failure of providing sufficient due diligence information will immediately lead to termination of this agreement.

AGREEMENT:

1. Definitions and interpretation

1.1 In this Agreement:

“Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company or firm;

“Agreement” means this agreement (including the Schedule) and any amendments to it from time to time;

“Business Day” means any week day, other than a bank or public holiday in Hong Kong;

“Charges” means the charges specified in the Schedule or the Supplier’s Hourly Rate multiplied by the number of man-hours spent by the Supplier’s personnel performing the Services plus the Expenses payable by the Customer to the Supplier, which may be varied in accordance with Clause 5;

“Control” means:

(a) the legal power to directly or indirectly control the management of a company, firm or other entity;

(b) the right to select the majority of the directors (or their equivalent) of a company, firm or other entity; and/or

and “Controlled” will be construed accordingly;

“Effective Date” means the later of the day the user confirms the general terms and conditions of this Agreement on AgendaCorp.com and the day the Supplier has approved the due diligence result of the Customer;

“Expenses” means the following expenses reasonably necessary for, and incurred exclusively in connection with, the performance of the Supplier’s obligations under this Agreement:

(a) government fees;

(b) office costs;

(d) other expenses incurred on behalf of Customers;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Hourly Rate” means the Supplier’s standard hourly labour rate as specified in the Schedule and varied in accordance with Clause 5;

“Minimum Term” means the period specified as such in the Schedule;

“Schedule” means the schedule attached to this Agreement;

“Services” means the services supplied by the Supplier to the Customer under this Agreement (details of which are set out in the Schedule);

“Term” means the term of this Agreement; and

“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.

1.2 In this Agreement, a reference to the laws of Hong Kong includes a reference to those laws of Hong Kong as modified, consolidated and/or re-enacted from time to time.

1.3 The Clause headings do not affect the interpretation of this Agreement.

2. Appointment and Term

2.1 The Customer hereby appoints the Supplier as its supplier of the Services during the Term.

2.2 This Agreement will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 8.

3. Services

3.1 The Supplier will supply the Services to the Customer in accordance with the terms of this Agreement.

3.2 The Supplier will use reasonable endeavours to meet the timetable for the provision of the Services set out in the Schedule.

3.3 The Supplier may sub-contract the provision of the Services without the prior written consent of the Customer; providing that if the Supplier does sub-contract the provision of the Services, the Supplier will remain liable to the Customer for the performance of the sub-contracted obligations.

4. Customer obligations

4.1 The Customer will provide to, or procure for, the Supplier any:

(a) support and advice;

(b) information and documentation;

(d) licences of third party software; and

(e) governmental, legal or regulatory licences, consents or permits;

reasonably necessary to enable the Supplier to discharge its obligations under this Agreement.

4.3 The Customer will not take any action or do any thing which would or would be likely to damage the reputation or goodwill of the Supplier, or bring the Supplier into disrepute.

5. Charges and payment

5.1 The Customer will pay the Charges to the Supplier in accordance with the provisions of this Clause 5.

5.2 The Supplier may issue an invoice for the Charges to the Customer from time to time during the Term for the Services and the Expenses.

5.3 The Customer will pay Charges to the Supplier in cleared funds in advance of the commencement of the Services. For other extended services of which the fees are not covered in the Schedule of this agreement, the Customer will pay Charges to the Supplier in cleared funds within 30 days of the date of issue of an invoice issued in accordance with Clause 5.2.

5.4 All amounts payable under this Agreement are exclusive of all sales, value-added, goods and services, withholding and other taxes and duties which will be payable by the Customer (except for taxes payable on the Supplier’s net income, which will be payable by the Supplier).

5.5 Charges must be paid by debit or credit card, direct debit, bank transfer or by cheque (using such payment details as are notified by the Supplier to the Customer from time to time).

5.6 If the Customer does not pay any amount properly due to the Supplier under or in connection with this Agreement, the Supplier may charge the Customer interest on the overdue amount at the rate of 2% per month (which interest will accrue daily until the date of actual payment, be compounded quarterly, and be payable on demand).

5.7 The Supplier may elect to vary the Charges and/or Hourly Rate by giving to the Customer not less than 30 days’ written notice of the variation expiring at the end of any Year of the Agreement, providing that any such variation shall not result in the Charges and/or Hourly Rate increasing by more than the increase, during the 12 month period immediately preceding the notice of variation, in Composite Consumer Price Index issued by the Government of Hong Kong.

5.8 The Customer will reimburse the Supplier in respect of the Expenses and the Supplier may invoice in respect of Expenses at any time after the relevant Expenses have been incurred by the Supplier, providing that the Supplier must obtain the Customer’s prior written consent.

5.9 The Supplier will:

(a) ensure that the personnel providing the Services complete records of their time spent providing those Services which are charged per the Hourly Rate;

(b) collect and collate evidence of all Expenses;

(d) supply such records and evidence to the Customer upon receipt of a written request which must be made by the Customer within 30 Business Days following issue of the invoice.

6. Warranties

6.1 The Customer warrants to the Supplier that it has the legal right and authority to enter into and perform its obligations under this Agreement.

6.2 The Supplier warrants to the Customer that:

(a) it has the legal right and authority to enter into and perform its obligations under this Agreement.

(b) the Services will be performed with reasonable care and skill.

6.3 All of the parties’ liabilities and obligations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

7. Limitations and exclusions of liability

7.1 Nothing in the Agreement will:

(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(d) exclude any liability of a party that may not be excluded under applicable law.

7.2 The limitations and exclusions of liability set out in this Clause 7 and elsewhere in the Agreement:

(a) are subject to Clause 7.1;

(b) govern all liabilities arising under the Agreement or in relation to the subject matter of the Agreement, including all liabilities arising in contract and/or in tort; and

7.3 Neither party will be liable in respect of any loss of profits, income, revenue, use, production or anticipated savings.

7.4 Neither party will be liable for any loss of business, contracts or commercial opportunities.

7.5 Neither party will be liable for any loss of or damage to goodwill or reputation.

7.6 Neither party will be liable in respect of any loss or corruption of any data, database or software.

7.7 Neither party will be liable in respect of any special, indirect or consequential loss or damage.

7.8 Neither party will be liable for any losses arising out of a Force Majeure Event.

7.9 Neither party’s liability in relation to any event or series of related events will not exceed the greater of:

(a) US$1,000; and

(b) the total amount paid and payable by the Customer to the Supplier under the Agreement during the 12 month period immediately preceding the event or events giving rise to the claim.

7.10 Neither party’s aggregate liability under the Agreement and any collateral contracts will not exceed the greater of:

(a) US$3,000; and

(b) the total amount paid and payable by the Customer to the Supplier under the Agreement during the 3 year period immediately preceding the event or events giving rise to the claim or claims.

8. Termination

8.1 Either party may terminate this Agreement at any time by giving at least 60 days’ written notice to the other party expiring at any time after the end of the Minimum Term. All Charges paid in advance will not be refunded.

8.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of this Agreement, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but the other party fails to remedy the breach within 60 days of receipt of a written notice requiring it to do so;

8.3 Either party may terminate this Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

8.4 This Agreement is terminated when the Supplier’s initial / recurring due diligence result on the Customer is not approved. The Supplier shall inform the Customer about the termination of agreement because of the due diligence result in writing.

9. Effects of termination

9.1 Upon termination all the provisions of this Agreement will cease to have effect, save that the following provisions of this Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 5.6, 5.9, 7, 9, 10 and 11.

9.2 Termination of this Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

10. Non-solicitation

The Customer will not, without the Supplier’s prior written consent, either during the term of this Agreement or within 6 months after the date of effective termination of this Agreement, engage, employ or otherwise solicit for employment any employee or contractor of the Supplier who has been involved in this Agreement or the performance of this Agreement.

11. Indemnity
During and after termination of this Agreement, the Principal/Client Entity agrees to indemnify and hold the Supplier and any of its affiliates, directors, officers and employees harmless from and against any and all Claims from third parties relating to or arising from the provision of or the failure to provide the Services, except in the event of gross negligence, deliberate recklessness, wilful misconduct or fraud on the part of the Supplier or any of its directors.

12. Force Majeure
No party to this Agreement shall be liable for any delays or non- performance directly or indirectly resulting from circumstances or a cause beyond his/her/its reasonable control.

13. General

13.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

13.2 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

13.3 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

13.4 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

13.5 The Supplier may freely assign its rights and obligations under this Agreement without the Customer’s consent to any Affiliate of the assigning party or any successor to all or a substantial part of the business of the assigning party from time to time. Save as expressly provided in this Clause or elsewhere in this Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.

13.6 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under this Agreement.

13.7 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

13.8 Subject to Clause 7.1:

(a) this Agreement will constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter; and

(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

13.9 This Agreement will be governed by and construed in accordance with the laws of Hong Kong; and the courts of Hong Kong will have non-exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

The Schedule

Services

As shown on the confirmation page of AgendaCorp.com or the email confirmation or the invoice issued by AgendaCorp or any other communication means between the Supplier and the Customer

Authorisation

The Customer has granted authorisation to the Supplier for all electronic filings and signatures including but not limited to application for user account, sign electronically on behalf for documents necessary for companies incorporation, annual compliance, changes of company’s and/or officers and/or their particulars.

Minimum Term

The period of 1 Year starting on the Effective Date, unless specifically stated in the Supplier’s invoice.

Charges

As shown on the confirmation page of AgendaCorp.com

All fees paid are non-refundable.

All ad hoc work and administrative work are subject to additional charges at US$300 / hour (minimum unit 15 minutes or US$75). Personal consultation with senior manager or above is subject to hourly rates starting from US$400.

Payment schedule

Due immediately and payment in advance of the Services