Terms of Service

1. The agreement

These terms set out the basis on which Jilly International (Hong Kong) Limited provides information through this website and delivers holding company administration to a client company. They are supplemented by the engagement letter issued for a specific file, which records the services, the fees and any special instruction that applies to that client.

Where the engagement letter and these terms differ on a point that concerns the specific file, the engagement letter prevails for that file. In all other respects these terms govern the relationship between the parties.

The website is an information channel. Reading it does not create an adviser relationship, and no document on the website is legal, tax, audit or investment advice for a particular situation.

2. Definitions

In these terms the following words carry the meanings below.

• The office means Jilly International (Hong Kong) Limited, its directors and the administrators it assigns to a file.
• The client means the company or group on whose behalf an engagement is opened.
• The administrator means the named person at the office responsible for the day to day work on a client file.
• The service means the administration work described on the Services page and in the engagement letter.
• Record means a minute, resolution, register entry, filing, receipt, custody entry or other document held on a client file.
• Website means the pages published at www.kawingholdings.lol.

A reference to writing includes email sent from an address that the office has accepted for the client, and a reference to a day means a day on which banks in Hong Kong are open for ordinary business.

3. Eligibility and authority

The service is offered to companies, corporate groups and their professional advisers. It is not offered to individual consumers acting outside a business context, and it is not directed at children.

When you send an enquiry you confirm that you are at least eighteen years old and that you are authorised to discuss the company file. When an instruction is given on behalf of the client, the office is entitled to rely on the apparent authority of the person who sends it, unless the client has told the office in writing that a named person must authorise that class of instruction.

If the office later learns that an instruction came from someone without authority, the office may pause the work, ask the client to confirm the position in writing and correct the record where necessary. Corrections are entered as a new minute that refers to the earlier entry rather than as a silent amendment.

4. Permitted use of the website

You may read the website, print a page for your own reference and send an enquiry through the contact form. You may not interfere with the operation of the site, attempt to gain access to an administration system, or use automated tools to copy the site in bulk.

• Do not submit false information or impersonate another person.
• Do not upload malicious code or attempt to exploit a form or a script.
• Do not probe, scan or test the security of the website without written permission from the office.
• Do not use the site to distribute unsolicited advertising or to send bulk commercial messages.
• Do not reproduce substantial parts of the website in a commercial publication without written agreement.

The office may restrict access to the website where it has reasonable grounds to believe that a person is misusing it, and it may report an attack to the relevant authority.

5. Opening an engagement

An enquiry does not by itself create an engagement. The office opens a file only after it has reviewed the scope, carried out its client acceptance checks and issued an engagement letter that the client accepts in writing.

Client acceptance includes confirming the identity of the client, the identity of the people authorised to give instructions, the nature of the group structure and the existence of any matter that would prevent the office from acting. Where a conflict of interest is identified, the office declares it and either declines the engagement or proposes a safeguard that both parties accept in writing.

Until an engagement letter is accepted, the office is under no duty to maintain a file, to hold a seal, to prepare a draft or to meet a filing date. A provisional discussion of dates does not oblige the office to act before the formal acceptance.

6. Scope of administration services

The service covers the six administration lines described on the Services page: board minute drafting, company seal custody, annual resolution filings, shareholder register updates, registered office services and compliance calendar reviews. The engagement letter records which lines are included for a particular client and which are excluded.

Administration is not legal advice, not tax advice, not an audit opinion and not a valuation. When a question falls outside the service, the administrator will say so and, where the client wishes, work alongside the client lawyer, auditor or tax adviser.

The office prepares documents in the form the client supplies the facts. It does not verify the truth of a factual statement in a document beyond the checks described in the engagement letter, and it does not certify that a transaction is commercially sound.

7. Client duties and instructions

The client agrees to give complete and accurate instructions in writing, to supply documents within the time the calendar requires, and to name the people authorised to instruct the office.

• Provide the current director list, the register of members and the latest filing confirmation at the start of an engagement.
• Tell the office promptly about a change of director, a transfer of shares or a change of registered address.
• Confirm each resolution before the seal is applied or a filing is lodged.
• Respond to a draft within the review period stated in the engagement letter.
• Pay invoices according to the terms agreed for the file.

Where an instruction is urgent, the client should mark the message as urgent and confirm it by telephone on +15673500109. A message sent after the close of business is treated as received on the next business day unless the office has agreed otherwise in writing.

The client remains responsible for its own statutory duties as a company, including the duty to keep proper accounting records and to ensure that its directors act within their powers.

8. Fees and payment

Fees are set out in the engagement letter and may be expressed as a fixed fee for a defined task, an annual administration fee, or an hourly rate for work outside the agreed scope. Disbursements such as filing fees, courier charges and certified copy charges are charged at cost and itemised on the invoice.

Invoices are payable within the period stated on the invoice. Where an invoice is not paid, the office may pause non urgent work after written notice, though it will not withhold a document that the client needs to meet an immediate statutory deadline where the office holds the original.

Fees may be reviewed once a year. A change takes effect only after written notice and does not apply to work already instructed at the earlier rate. Late payment may attract interest at a reasonable rate stated on the invoice, together with any recovery cost that is reasonably incurred.

9. Records, custody and documents

The office holds records under the custody discipline described on the Services page. A document held for a client remains the property of the client, and the office holds it as a custodian for the duration of the engagement.

Originals are released against a signed handover slip that lists every item. The customer copy of the slip is kept on the file and the release is noted in the custody log. Where the client asks the office to send an original by courier, the client accepts the risk of transit once the courier tracking has been issued, and the office records the dispatch reference.

On the end of an engagement the office returns the client documents and retains a copy of its own working papers for the period described in the Privacy Policy. Where a client does not collect documents within a reasonable time after a written request, the office may arrange secure storage and charge a storage cost at the rate stated in the engagement letter.

The office does not accept custody of cash, negotiable instruments or bearer documents. If such an item arrives with the post, the office notifies the client immediately and returns it under a documented procedure.

10. Confidentiality

The office treats client information as confidential and uses it only for the engagement. This duty continues after the engagement ends.

Confidential information may be disclosed to a person who needs it to carry out the engagement, such as a director of the office, an administrator on the file or a professional adviser named by the client. Disclosure to any other person requires the prior written agreement of the client, except where a law, a court order or a regulator request compels disclosure. In that case the office discloses only what the request requires and, where it is lawful to do so, tells the client first.

The office may describe its role in general terms for a reference purpose only with the written consent of the client. It does not publish a client name, a structure diagram or a transaction detail without that consent.

11. Intellectual property

The text, layout, illustrations, styles and scripts of the website belong to Jilly International (Hong Kong) Limited or are used with permission. You may not copy them for a commercial purpose without written agreement.

Drafts and templates prepared by the office remain the intellectual property of the office, while the client owns the specific document that records the client decision and any information supplied by the client. The client receives a licence to use the document for its own corporate purposes, including filings, bank presentations and audit requests.

The client may not resell a template supplied by the office as a standalone product, and may not remove a reference that identifies the document as prepared for a particular filing where that reference is required by the filing authority.

12. Third party services and links

The website and the service rely on third party suppliers for hosting, email, records storage and filing portals, and the website contains links to other organisations. The office selects its suppliers with care but does not control their systems and does not warrant that a third party service will be uninterrupted or free from error.

A link to another website is provided for convenience only. It does not mean that the office endorses the content, the products or the data practices of that organisation. When you use a third party portal, the terms and privacy notice of that portal apply in addition to these terms.

Where a filing portal is unavailable, the office records the interruption, attempts the filing again when the portal returns and informs the client if the delay creates a risk to a statutory date.

13. Disclaimers

The website is provided as an information resource on an as available basis. The office takes care to keep the content accurate and current but does not warrant that every page is free from error or that a page reflects a change in law made after its publication date.

Nothing on the website is a substitute for advice on a specific matter. A director who is unsure about a filing obligation, a resolution requirement or a disclosure duty should obtain advice from a qualified professional.

The office does not guarantee that a filing authority will accept a document, that a bank will accept a certified copy, or that a counterparty will accept a resolution in the form prepared. Where an authority rejects a document, the office works with the client to correct it and to resubmit within the available time.

14. Limitation of liability

To the extent permitted by law, the office is not liable for a loss that is indirect, incidental or consequential, including loss of profit, loss of opportunity or loss of goodwill, arising from use of the website or from the service.

Where liability cannot be excluded, the total liability of the office for an engagement is limited to the fees paid for the service giving rise to the claim, or to the amount recoverable under the professional indemnity insurance held by the office, whichever is greater.

Nothing in these terms limits liability for fraud, for wilful misconduct or for a liability that cannot be limited by law. A claim must be notified to the office within twelve months of the date on which the person making the claim knew or ought to have known of the facts giving rise to it.

Each provision of this section operates separately. If one provision is found to be unenforceable, the remaining provisions continue in effect.

15. Indemnity

The client agrees to indemnify the office against a loss, a claim or a cost that arises from inaccurate instructions, from a document supplied by the client that is misleading, or from a breach by the client of these terms.

The indemnity does not apply to the extent that the loss is caused by the negligence or wilful misconduct of the office. Where a claim is made against the office, the office tells the client promptly, cooperates in the defence and does not settle the claim in a way that admits fault without the client agreement where the client is bearing the cost.

The client also agrees to meet the reasonable cost of responding to a subpoena or a regulator request that concerns the client file, unless the request arises from a fault of the office.

16. Suspension and termination

Either party may end an engagement by giving thirty days written notice. The client remains responsible for fees for work carried out up to the end of the notice period.

The office may suspend or end an engagement immediately where the client fails to pay an invoice after written reminder, where the client gives an instruction that would require the office to act unlawfully, where a conflict of interest becomes unmanageable, or where the office cannot obtain the information it needs to keep the record accurate.

On termination the office returns the client documents, prepares a closing note that lists the state of the file and the outstanding dates, and cooperates with a successor administrator for a reasonable handover period. The office retains a copy of its working papers and the custody log as described in the Privacy Policy.

Sections on confidentiality, intellectual property, liability, indemnity and governing law survive the end of an engagement.

17. Force majeure

The office is not liable for a delay or a failure caused by an event outside its reasonable control, including a severe weather warning, a public health restriction, a failure of a public utility, a cyber attack on a shared network or a change in law that prevents the ordinary conduct of business.

Where such an event occurs, the office tells the client as soon as it reasonably can, records the event in the file and takes reasonable steps to reduce the effect on a statutory date. If the event continues for more than thirty days, either party may end the engagement by written notice without penalty, and the office returns the documents it holds.

18. Governing law and disputes

These terms are governed by the laws of Hong Kong (HK). The parties submit to the exclusive jurisdiction of the courts of Hong Kong for a dispute that cannot be resolved by discussion.

Before starting proceedings, the parties agree to meet in good faith, either at the board room at Rm 1303 13/F YF Life Centre, 38 Gloucester Rd, Wan Chai, Hong Kong - 999077, Hong Kong (HK) or by video conference, and to exchange a short written summary of the dispute. If the dispute is not resolved within thirty days of that meeting, either party may proceed to court.

A party who suffers a loss because of a delay in performance may claim the loss to the extent allowed by section 14. Nothing in this section prevents a party from applying for urgent relief where a document or a record is at risk.

19. Changes to these terms

The office may update these terms to reflect a change in the service, in the law or in the way records are held. The effective date at the top of the page is changed when a new version is published.

A material change applies to a new engagement from the date of publication. For an existing engagement, the change applies from the start of the next annual term after the office has given written notice, unless the client agrees to an earlier date.

If any part of these terms is found to be invalid, the rest remains in force. A failure to enforce a provision on one occasion is not a waiver of that provision on a later occasion.

These terms, together with the engagement letter and the Privacy Policy, form the entire agreement between the parties on the subject of the service and replace any earlier discussion.

20. Contact details

Send a question about these terms, a notice under them or a request for a copy of the current version to the records office. Please quote the engagement reference where one has been issued.

A notice is treated as received on the business day it arrives at the office, or on the next business day where it arrives after 18:00 Hong Kong time or on a day when banks in Hong Kong are closed.

These terms are published in English. Where a translation is provided for convenience, the English text governs the meaning of the agreement.