Incorporation

Neat Incorporation T&C

TERMS AND CONDITIONS

The use of Neat Limited’s (“Neat“, “our”, “we” or the “Company”) websites including but not limited to https://www.neatcommerce.com/business/incorporation (the “Website”) and all services provided by Neat and its partners relating to any company incorporation, business registration, office address registration and/or company secretarial services (the “Incorporation Services”) are subject to the terms and conditions set forth below (“Terms”). Neat’s service is also subject to Neat’s Business Terms of Service, the Privacy Policy, the terms and conditions of Neat’s partners and all documents referred to herein which you agree to comply with. If there is any inconsistency between the provision(s) of such separate agreement(s) and these Terms, the provision(s) of Neat’s Business Terms of Service shall prevail.

Capitalized terms used but not defined herein have the meanings assigned to them in the Business Terms of Service.

1. GENERAL

1.1 By applying for, using and/or receiving the Incorporation Services, you (“user”, “recipient” or “you”) accept and agree to be bound by the Terms throughout the business relationship between you and Neat. Neat reserves the right to modify the Terms or any features of the Incorporation Services at any time without prior consent from any user of the Incorporation Services and such modification shall be effective immediately upon either posting on the Website or notification to you as the case may be.

1.2 The Incorporation Services are provided solely for your benefit.

2. RESTRICTED COUNTRIES

2.1 We cannot provide Incorporation Services for customers with the following nationalities or who are residing in the countries from this list, or where the company to be incorporated as part of the Incorporation Services will have shareholders or directors with such nationalities or who are residing in such countries.

3. FEES, PAYMENTS AND REFUNDS

3.1 A service fee will be charged for the Incorporation Services, amount and details of which will be separately communicated to you.

3.2 Should your application for Incorporation Services be declined due to Neat’s internal checks, at the discretion of Neat the full price of the incorporation package shall be refunded to you and no company incorporation shall be effected.

3.3 You will not be eligible for refund in any other circumstances including but not limited to:

● The requested Incorporation Services not being completed because the application and/or submission is rejected by the Hong Kong Companies Registry or any other registrar or authority.

● You fail to respond within the time frame stipulated by, or to provide the necessary information and documents requested by the Hong Kong Companies Registry, Neat or its officers, employees, agents, licensors or other third-party providers.

● You terminate the Incorporation Services for a reason other than a material breach by Neat of these Terms which is not remedied within a reasonable timeframe.

● There is a change in laws, regulations or circumstances beyond Neat’s reasonable control in relation to the Incorporation Services rendering the provision of Incorporation Services in accordance with the scope as agreed at the time of engagement not possible.

● Your Neat Business Account (if any) is closed or suspended by Neat for any reason(s).

3.4 You will be responsible for costs incurred for any additional services outside the scope of Incorporation Services detailed on the Website.

3.5 Your payments are processed by Payment Card Industry Data Security Standard (PCI DSS) compliant partners.

4. PARTNERSHIPS

4.1 Neat is a licensed Trust or Company Service Provider (“TCSP”), license number TC006452.

4.2 You acknowledge and agree that Neat may provide the Incorporation Services itself or via other TCSP-licensed partner service providers.

5. REPRESENTATIONS AND WARRANTIES

5.1 You represent, warrant and undertake that: 5.1.1 all information and documents, including personal data provided by or on your behalf to us are true, accurate, up-to-date and complete at the time provided, and were not obtained by you illegally or unlawfully, and Neat shall be entitled to rely upon the accuracy and completeness of all such information or documentation and any instructions from you or your directors, officers, employees or authorised persons without further enquiry; 5.1.2 you will provide all information and documents that Neat requires to provide the Incorporation Services in a timely manner; 5.1.3 you will comply with all applicable laws in relation to the Incorporation Services and no company in relation to which Incorporation Services are provided will carry out any illegal activities; 5.1.4 you will notify Neat immediately upon any disposal or transfer of any legal or beneficial interest in any company to which Incorporation Services are provided; and 5.1.5 that you will not allow any third party to use or to access the Incorporation Services by using your login credentials or otherwise use your account with Neat.

6. DISCLAIMERS

6.1 To the fullest extent permitted by law, Neat and its officers, employees and agents: 6.1.1 do not warrant that the Incorporation Services will be error-free or uninterrupted; 6.1.2 are not responsible for the availability of, and services or information provided, by third-party providers; 6.1.3 do not endorse the satisfactory quality, completeness, accuracy, non-infringement, compatibility, security, timeliness or reliability of any advice, opinion, statement or other material or database displayed, uploaded or distributed in the Incorporation Services or available through links in the Incorporation Services; 6.1.4 do not guarantee or warrant that the Incorporation Services or materials that may be downloaded from the Incorporation Services do not contain any destructive features or viruses, worms or otherwise and if you rely on the Incorporation Services and any materials available through the service, you do so solely at your own risk.

6.2 The information, materials and opinions contained on the Website and/or provided as Incorporation Services: 6.2.1 are provided “as is”, without any conditions, warranties or other terms of any kind and, to the extent permitted by law, the Website and the Incorporation Services are provided on the basis that all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for these Terms, might have effect in relation to the Website or the Incorporation Services) are excluded; 6.2.2 are for general information purposes only, should not be construed as legal, accounting, financial or tax advice or opinions and should not be relied upon in that regard.

6.3 You must not rely on any statement, materials or information published on the Website or obtained through the Incorporation Services without taking independent legal or other professional advice in relevant jurisdiction(s). Neat reserves the right to correct any errors or omissions in the Incorporation Services.

6.4 The Incorporation Services will be provided based on the information you supply to us and the circumstances made known to us by you. We rely on you bringing to our attention as soon as possible any changes in the information originally provided as it may impact the provision of Incorporation Services.

7. LIMITATION OF LIABILITY

7.1 In the absence of Neat’s negligence, fraud or willful misconduct, none of Neat, its officers, employees, agents, licensors or other third party providers (the “Indemnified Persons”) shall be liable in tort (including negligence), contract, misrepresentation or otherwise, to you or any other person for any claims, liabilities, losses, damages, costs or expenses (“Losses”) in relation to any actions taken or omitted to be taken by the Indemnified Persons in the provision of the Incorporation Services or in connection with the Website and no Indemnified Person shall be liable in tort (including negligence), contract, misrepresentation or otherwise for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including loss of revenues or profits, loss of business or loss of data, in any way related to the Incorporation Services or the Website or for any Losses based on errors, omissions, interruptions or other inaccuracies in the Incorporation Services or on the Website even if such Losses were foreseen or foreseeable.

7.2 Subject to clauses 7.1 and 7.3, Neat’s total liability in connection with the IncorporationServices or the Website shall be limited to the amount you have paid, if any, for use of the Incorporation Services.

7.3 Nothing in these Terms shall operate to exclude liability for death or personal injury or for fraud or fraudulent misrepresentation or for any liability that cannot be excluded by applicable laws.

7.4 You agree that if you make any claim against us for Losses and those Losses are contributed to by your own actions, then liability for your Losses will be apportioned as is appropriate having regard to the respective responsibility for the Losses, and the amount you may recover from us will be reduced by the extent of your contribution to those Losses.

7.5 No member, officer or employee of Neat assumes, or will assume, personal liability for the provision of the Incorporation Services or, to the extent permitted by law, will have any personal liability for any matter arising out of or in connection with, the business relationship between you and Neat whether in contract, tort (including negligence), breach of statutory duty or otherwise. Further, you agree not to bring any claim in contract, tort (including negligence), breach of statutory duty or otherwise against any of our members, officers or employees in respect of the Incorporation Services.

7.6 You will indemnity and keep indemnified the Indemnified Persons from and against all Losses for which any of them may become liable and against all actions, suits, proceedings, claims or demands of any nature whatsoever which may be asserted, taken or made against any of them, or which any of them may incur or which may arise directly or indirectly by reason of the provision of the Incorporation Services or anything done or omitted to be done in relation thereto including legal fees and expenses in connection with the investigation of, preparation for, or defence of any pending or threatened claim or action or proceeding arising therefrom. The provision of this indemnification clause will not apply to the extent the Loss arises as a result of Neat’s negligence, willful misconduct or fraud.

8. ACCESS TO OTHER LINKS

8.1 The Incorporation Services contain links to other websites. Neat is not responsible for the availability of these outside resources, or their content, and you should direct any concerns regarding any external link to the site administrator or webmaster of such sites.

8.2 The contents of other websites, services, goods or advertisements that may be linked from the Website may not be maintained or controlled by Neat. Neat is therefore not responsible for the availability, content or accuracy of such other websites, services or goods that may be linked from, or advertised on the Website. Neat does not: 8.2.1 make any warranty, express or implied, with respect to the use of the links provided on the Website; 8.2.2 guarantee the accuracy, veracity, reliability, completeness, usefulness or adequacy of any other websites, services, goods or advertisements that may be linked from the Website; or 8.2.3 make any endorsement, express or implied, of any other websites, services, goods or advertisements that may be linked from the Website.

9. DATA AND COMMUNICATIONS

9.1 Upon your registration for the Incorporation Services, Neat will request you to provide certain personal data as set out in the registration form for the Incorporation Services, and will obtain from you or other sources information relating to you (such data and information provided to or obtained by Neat, collectively, “Personal Data”). You may decline to provide the Personal Data, but in such case Neat reserves the right not to provide the Incorporation Services to you.

9.2 The processing of your data is governed by these Terms as well as our Privacy Policy.

9.3 Notices may be given through electronic communications including by electronic mail, publication on the Neat Business Dashboard, the Website, or other means. Such electronic communications will be effective when effected.

9.4 Neat may retain originals or copies of any information or documents provided by you in accordance with professional standards and applicable laws.

10. SUSPENSION AND TERMINATION

10.1 Neat may: 10.1.1 deactivate or suspend the Incorporation Services or any part thereof, with or without notice and without liability to you, to carry out system maintenance, upgrading, testing and/or repairs; and/or 10.1.2 limit or suspend your access to any of the Incorporation Services with or without notice and without liability to you if Neat is of the opinion that such action is appropriate as a result of your use of the Incorporation Services; 10.1.3 terminate the Incorporation Services with immediate effect if you breach these Terms or fail to pay any fees for the Incorporation Services when due; and/or 10.1.4 terminate the Incorporation Services with immediate effect if any of the events set out in clause 29.3 of the Neat Business Terms of Service arises.

10.2 The Incorporation Services may be terminated at any time by the user or by Neat by giving the other 1 months’ prior notice.

10.3 Termination hereunder shall not affect either party’s rights in relation to any antecedent breach or liability incurred prior to the date of termination. Clauses 3, 5, 6, 7, 10 and 12 of these Terms shall survive termination and continue to have effect after such termination.

11. CONTENT AND INTELLECTUAL PROPERTY

11.1 The content provided in connection with the Incorporation Services or on the Website and all intellectual property rights contained therein, including any content, are owned or licenced by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). Neat’s intellectual property include “neat.hk”, and all logos related to the Incorporation Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Neat. You may not copy, imitate, or use them without our prior written consent. You may not copy, imitate or use Neat’s intellectual property rights without prior written consent.

11.2 We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and are free to use them as we see fit.

11.3 Nothing in these Terms grants you any legal rights in the content provided in connection with the Incorporation Services and/or the Website, other than as necessary to enable you to utilise the Incorporation Services during the term of such Incorporation Services.

12. GENERAL

12.1 Neat shall have the right to sub-license, sub-contract, assign or transfer its rights and obligations in these Terms.

12.2 These Terms shall be concluded and interpreted in the English Language. If these Terms are translated into another language, the English version shall apply and prevail.

  1. 3 These Terms shall be governed by and construed in accordance with Hong Kong law. You agree that any contractual or non-contractual action arising in relation to these Terms or the Incorporation Services shall be subject to the exclusive jurisdiction of Hong Kong courts.

12.4 Any right or benefit conferred by these Terms on any person other than Neat (a “Third Party”) shall not be enforceable directly by such person and may only be enforced on such person’s behalf by Neat who shall hold such rights and benefits on bare trust for each Third Party. Neat may terminate, rescind or vary these Terms (including removing or amending any Third Party right) without regard to any such trust and without the consent of or the giving notice to any Third Party but no such action shall affect any rights of a Third Party which had accrued prior to such action or where any such action would not be permitted by law. You, Neat and/or a Third Party shall enter into such agreements as may reasonably required for the purpose of ensuring that such Third Party obtains the full benefits of any right conferred on it by these Terms. Neat shall not be required to take any action to enforce any Third Party’s rights or benefits under these Terms.

12.5 A failure by Neat to enforce any of its rights under these Terms or applicable laws shall not be deemed to constitute a waiver of such rights.

12.6 Any provision of these Terms which is declared by any court or tribunal of competent jurisdiction to be illegal, invalid or unenforceable in any respect shall be severed from these Terms without affecting the legality, validity or enforceability of the remaining provisions of the Terms, which shall continue in full effect.

13. REGISTRATION

Neat Limited is registered with the Hong Kong Companies Registry. It is incorporated in Hong Kong under company number 2312276. Its registered office is at 10/F, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong.