Terms and Conditions

SLEEK TERMS AND CONDITIONS OF SERVICE

This dashboard (the “Dashboard”) is provided by SLEEK HONG KONG LIMITED, a company registered in Hong Kong as one of the services that SLEEK provides along with the SLEEK website (the “Website”), SLEEK’s email notifications and any information or content appearing therein (collectively, the “SLEEK Services”).

Use of the Dashboard, Website, email notifications or any SLEEK Services is subject to the following terms and conditions of service (the “Terms”).

BY ACCESSING OR USING ANY SLEEK SERVICES YOU ARE DEEMED TO HAVE AGREED TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY AND PAYMENT TERMS. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND ANY ACCOMPANYING
RISKS AND OBLIGATIONS.

1. Definitions
1.1 “You” includes:

a) any company identified during registration on the SLEEK Dashboard and any company which will or has been incorporated using the Dashboard or
which is now registered on the Dashboard and will use SLEEK’s corporate secretarial online service (a “SLEEK Company”);
b) any individual linked to a SLEEK Company whether as shareholder,
director, officer, employee or user of the Dashboard on behalf of a SLEEK Company.

1.2 “User” means any person using the Dashboard and the SLEEK Services whether on his or her own behalf or on behalf of a third party. All users represent and warrant to have the legal right and full power and authority to execute, deliver and exercise the rights and perform the obligations under these Terms on behalf of the third party.

2. Services 
2.1 Nature of SLEEK Services. SLEEK is an online corporate service provider using cloud software to incorporate and manage the corporate governance for companies in Hong Kong. SLEEK is not a law firm and as such does not provide any legal services of a law firm.

2.2 By purchasing and using any SLEEK Services, User agrees to engage SLEEK to provide corporate secretarial services for User. These services may include the following:
a) company incorporation (if applicable);
b) provision of a registered office address and mailroom;
c) maintenance of statutory registers in accordance with the legal requirements;
d) lodgment and payment of regulatory filings with the Company Registry of Hong Kong;
e) preparation of all corporate decisions and resolutions in connection with the governance of a SLEEK Company;
f) filing all changes relating to a SLEEK Company, including but not limited to change of officers, shareholders, share capital, registered office, particulars of officers or shareholders, Constitution;
g) preparing and submitting any application for a work permit with the Ministry of Immigration of Hong Kong (“MIM”);
h) provision of accounting services, including, but not limited to:

● preparation of management report;
● arrangement of audited financial statements (including directors’ statement, profit and loss statement, balance sheet statement, chance in shareholders’ equity, and notes to financial statements)
● maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed assets ledger; and
● perform bank and other accounts reconciliation;
 i) provision of payroll services, including, but not limited to:
● salary calculation on a monthly basis;
● salary payment to employees via issuance of cheques or through bank transfer;
● automatic generation of monthly pay slips for employees;
● Mandatory Provident Fund (MPF) registration and monthly payment to MPF;
● issuing necessary firms for personal tax including statutory annual filing;
● maintenance of payroll file for each employee; and
j) provision of payroll services, including, but not limited to:
● tax computation to calculate tax liability of the Company;
● preparation of tax forms for Company’s approval; and
● preparation of tax forms for Company’s submission

2.3 By appointing SLEEK as User’s company secretary service provider, SLEEK shall carry out, or appoint one of its employees to carry out, the duties of a company secretary in accordance with Hong Kong laws.

2.4 SLEEK shall only provide the company secretary services as requested by User from time to time orally, in writing or any other manner in which SLEEK may accept. User agrees that SLEEK has no liability to User for any loss or damage arising out of
or in relation to SLEEK carrying out the company secretary services in accordance with User’s instructions.

2.5 User shall indemnify SLEEK (and/or any of its affiliates) against any and all actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by SLEEK in the course of and pursuant to its duties and obligations in carrying out the company secretarial services in accordance with your instructions or these Service Terms.

2.6 SLEEK may require that, in order for the performance of SLEEK Services (such as acting as nominee director for a SLEEK Company), User shall enter into any supplemental agreements or do any such things as required by SLEEK or applicable
law in order for SLEEK to provide such SLEEK Services.

2.7 SLEEK shall not be obliged to provide such SLEEK Services if User fails to enter into the supplemental agreements or do the things as required by SLEEK or under applicable law.

2.8 If SLEEK, in its opinion, is obliged to meet any legal and other requirements or obligations with regard to User, User agrees that SLEEK is authorised to take any steps that it may in its reasonable discretion deem necessary to comply with such obligations or requirements, including taking professional advice at User’s cost.

2.9 At the request of SLEEK, User shall provide SLEEK with all documents and
information as required by SLEEK in order for SLEEK to comply with its internal
policies, any applicable law or guidelines issued by any relevant regulatory authority
and/or for any other reason as SLEEK may consider necessary from time to time.

3. Registration
3.1 In order to use the Dashboard and SLEEK Services, the User must provide some information and documents. The User undertakes and warrants to provide exact, exhaustive, sincere and correct information and documents.

3.2 In case of any change in the information provided upon registration the User undertakes to update this information without delay. SLEEK shall not in any way be held in case the User has not updated its information or has not notified SLEEK of any change of situation whatsoever.

3.3 A User registering on the Dashboard automatically accepts these Terms and has access to the Dashboard through the combination of a username and a password. The combination of username and password are strictly personal and should be kept confidential by the User.

3.4 In case of loss of password, the User will be able to reinitialize its password on the Dashboard.

3.5 SLEEK may at any time suspend or discontinue any feature or any part of the SLEEK Services, including the support for the use of the Dashboard. SLEEK Services may also be affected by acts of nature or force majeure events. SLEEK will make every effort to ensure that SLEEK Services are always available, however they may be interrupted, including for maintenance, repairs, upgrades or network or equipment failures.

4. Intellectual property
4.1 Other than content generated by User or other users of the Dashboard, SLEEK owns copyright in the content of this Dashboard. You may download and temporarily store one or more of the pages of this Dashboard for the purposes of viewing them and you may print any page from this Dashboard for use only by User and its employees, officers and agents.

4.2 Any other storage, copying, transmission or distribution of the content of this
Dashboard as well as creation of any derivative works with respect to the Dashboard
is prohibited without our consent.

4.3 So long as the User complies with these Terms, SLEEK grants the User a worldwide, limited non-exclusive, royalty-free, non-assignable, non-transferable and revocable licence to use the Dashboard in order to gain access to SLEEK’s Services.

4.4. The marks ‘SLEEK’ and its logo, are trademarks of SLEEK, and nothing in these Terms gives User the right to use those trademarks without SLEEK’s prior written approval.

4.5 SLEEK and User may use third party software and application programming interfaces (“APIs”) when using the Dashboard or the SLEEK Services. SLEEK does not guarantee the reliability of such third-party software or APIs. The User agrees that SLEEK IS not liable for any loss or damage arising out of the use of such third-party software or APIs to access any information, the Dashboard or SLEEK Services.

5. Payment terms

5.1 User shall pay SLEEK in advance the fees set out in the Dashboard or the Website for the relevant SLEEK Services it has ordered (“Fees”) through a secure payment process incorporated into our Dashboard or Website, or by electronic invoice, which can be securely paid by credit card, debit card or bank wire. If the User has purchased a Subscription Package, SLEEK will automatically renew the User’s subscription at the end of the applicable subscription period. Unless the User chooses to cancel its subscription before the end of the applicable subscription period, the User authorises SLEEK to charge the User’s Payment Method (as defined below) for the fees relating to SLEEK’s Services for the renewed subscription. “Payment Method” means a current, valid, accepted mode of payment, as may be updated from time to time, which is provided by the User to SLEEK.

5.2 If there are any fees for SLEEK Services that are not set out in the Dashboard or the Website, SLEEK shall issue an invoice to the User for such SLEEK Services provided. User shall pay the fees set out in the invoice for such SLEEK Services on receipt of the invoice issued by SLEEK.

5.3 User acknowledges and agrees that completion of the online payment process does not constitute SLEEK’s acceptance of User’s offer to purchase the SLEEK.

5.4 SLEEK’s acceptance of User’s order shall take place only on commencement of the SLEEK Services that User ordered from SLEEK. SLEEK reserves the right to decline an order for SLEEK Services for any reason and will refund any fees prepaid if an order is declined, provided that no SLEEK Services have been used by User.

5.5 During the online payment process, User shall be required to enter its payment details, which are disclosed directly to an independent third-party payment processor. The User authorises SLEEK to charge the Payment Method associated to the User’s account for payment of any fees due to SLEEK.

5.6 All payments are processed by an independent third-party payment processor. SLEEK excludes all liability for any loss or damage that might arise from the processing of User’s payment information, and the terms of service of that independent third-party payment processor shall apply.

5.7 User acknowledges and agrees that if, for whatever reason, any payment is reversed or declined, where recurring payments are required, then User’s liability to SLEEK will automatically be deemed a debt immediately due and payable. Any outstanding payments that a User owes SLEEK shall attract late payment interest of 15% per annum until full payment is received.

5.8 SLEEK prices for the Services are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the Services. If a User does not pay for any SLEEK Services in full and on time then SLEEK reserves the right to either terminate the use of the User Account; and/or suspend and/or terminate the performance of the Services forthwith in whole or in part.

5.9 If the User exceeds the prescribed usage of a Subscription Package, SLEEK will inform the User that the existing Subscription Package will be automatically upgraded to a new Subscription Package (“New Subscription Package”). In the event of such upgrade, the fees payable for the New Subscription Package will be changed accordingly. The User’s use of SLEEK’s services will constitute acceptance of the upgrade in subscription package and the fees appliable to the New Subscription Package. Further, the User authorises SLEEK to charge the User’s Payment Method for the fees applicable to the New Subscription Package.

6. Confidentiality
6.1 Definition of Confidential Information. In connection with their performance under these Terms, each party may from time to time make certain information available to the other party that is not generally known to the public at the time of its disclosure
and is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the terms of any order form(s)
entered into by the parties, User Content, business plans, product plans, roadmaps, strategies, forecasts, projects and analyses, the results of any audit related to the Services (including but not limited to any security audit), financial information and fee
structures, business processes, methods and models, and technical documentation. Confidential information does not include information that: (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the
receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

6.2 Protection of Confidential Information. Without the express prior written permission of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to any third party any Confidential Information of the disclosing party and will use at least the same degree of care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, affiliates, consultants, subcontractors,
agents, or advisors (collectively known as “Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information under terms that are at least as protective as the terms set forth in these Terms. Either party may disclose these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for the purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use that are no less protective than those set forth herein.

6.3 Equitable Relief. The receiving party acknowledges that the remedy at law for breach of these confidentiality provisions may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of these confidentiality provisions by the receiving party or any of its Representatives and to enforce the terms and provisions of this Section 6 in addition to any other remedy to which the disclosing party is entitled at law or in equity.

6.4 Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal proceeding or regulatory requirement; provided, however, that in such event
the receiving party will, if lawfully permitted to do so. The receiving party will provide only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its
confidentiality protection for all purposes other than such legally compelled disclosure. If SLEEK is compelled by law to access or disclose the User’s Confidential Information as part of a civil proceeding to which the User is a party, the User will reimburse SLEEK for the reasonable costs of compiling and providing secure access to such Confidential Information.

7. Limitation on liability
7.1 To the fullest extent permitted by law, SLEEK and its affiliates, directors, officers, employees, agents, representatives, partners expressly limit their liabilities in connection with or arising out of the provision of the SLEEK Services and the use of the Dashboard. 

7.2 The SLEEK Services and all content and documents generated by the Dashboard is provided on a “as is” basis. No assurance, representation or warranty of any kind is made whether express or implied about SLEEK Services. While SLEEK makes every effort to ensure the quality of the Services, it does not make any representation or warranty that:

a) the information or content provided as part of the SLEEK Services will be entirely correct and up to date; b) the documents generated as part of the services will be accurate, adequate, reliable, free from defect or error or omissions, suitable for a particular purpose or legally sound;
c) SLEEK Services are free from bugs or viruses;
d) correspondence between a User and SLEEK will be free from interception, corruption, error, delay or loss;
e) access to SLEEK Services will always be available or uninterrupted; 
f) use of SLEEK Services will achieve any particular result and meet your expectations.

SLEEK should not be liable for any indirect, special, incidental, punitive, exemplary or consequential losses or damages or any loss of profit, business or data arising out of the use of or the inability to use SLEEK Services. Any liability of SLEEK to any User is limited strictly to the amount paid by the User to SLEEK (if any) for the Services.

8. Indemnity 
8.1 You agree to indemnify and hold SLEEK (and/or its affiliates, officers, directors and employees) harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (a) your breach of these Terms, (b) your use of SLEEK Services and/or (c) any misrepresentation made by you.

8.2 User represents, warrants and undertakes that it shall comply with all applicable laws and regulations when using any SLEEK Services.

8.3 User shall indemnify SLEEK (and/or any of its affiliates officers, directors and employees) against any and all loss, damage, actions, judgements, claims, demands, costs, taxes and expenses (including legal and/or professional fees) howsoever incurred by SLEEK arising from User’s breach of clause 8.2 above.

9. Termination of the services
9.1 Either party may terminate the Services by giving at least thirty (30) days’ written notice to the other party.

9.2 If either party terminates the Services before the Services expire, Sleek shall refund the balance of the current annual services fees on a pro-rata basis in respect of the unexpired period to which the annual services fees relates.

9.3 If you terminate the Services, your access to the SLEEK Dashboard will be restricted solely to the data export functions. You will be able to export the records pertaining to your Company for a period of twelve (12) months from the date of termination (the “Post-Termination Period”). Following the expiry of the Post-Termination Period, you acknowledge that your Company information may be
deleted or overwritten from the SLEEK platform. It is your sole responsibility to maintain the records of the Company after the termination of our Services.

10. Affiliate Program 
10.1 You may participate in SLEEK’s Affiliate Program (“Affiliate Program”) when you purchase any SLEEK Service set out above in Clause 2. All clients that have purchased any SLEEK Service will be automatically enrolled in the Affiliate Program.

10.2 The Affiliate Program is governed by the Affiliate Agreement (“Affiliate Agreement”).

10.3 You understand and agree that the Terms and Conditions set out in the Affiliate Agreement are made a part of these Terms and Conditions by this reference and you will be bound by them. To view the Affiliate Agreement and the Terms and Conditions set out therein, please visit our website.

11. Privacy
11.1 SLEEK’s Privacy Policy applies to use of the SLEEK Dashboard, and its terms are made a part of these Terms of Use by this reference. To view SLEEK’s Privacy Policy, please visit our website. Additionally, by using the SLEEK Dashboard, you acknowledge and agree that Internet transmissions are never completely private or secure. 

11.2 You understand that any message or information you send to the SLEEK Dashboard may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

12. Variations of these terms
These Terms may be varied from time to time. In case of a material change to the Terms, SLEEK will inform User by notice and, by continuing to use this Dashboard or SLEEK Services, User agrees to be bound by the then current terms.

13. Waiver and severability
SLEEK’s failure to enforce a provision is not a waiver of SLEEK’s right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted, reflecting the initial
intent.

14. Third party rights
Only User and SLEEK shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms, whether by virtue of the Contracts or otherwise.

15. Governing law
These Terms and all issues regarding this Dashboard and SLEEK Services are governed by Hong Kong law and shall be subject to the exclusive jurisdiction of Hong Kong courts.

16. Dispute resolution
Before filing any claim against SLEEK, you agree to try to resolve the dispute informally by contacting [email protected]