TERM AND CONDITIONS
Affiliates: With respect to either the Client of the Firm, a subsidiary, affiliated or holding company. Client: The party signing a service agreement with the Firm or Service Company.
Contract: Service agreement signed between the Client and the Firm, where the Client hires the Firm to provide services as described in the Service agreement.
Firm: SJ Grand Financial & Tax Advisory Co., Ltd or its affiliates
Service Agreement: Document detailing the services to be provided by the Firm for the Client
The following clauses apply to requests for quotations and contracts.
Article 1- Acceptance of terms and conditions
This agreement and its terms and conditions supersede any previous offer, negotiations, and agreements concerning the subject Engagement hereof agreed in writing between the parties. The Client, by signing a contract with the Firm shall benefit from the services ordered under this Contract and accepts without reserve these Sales Terms Conditions. If the Client does not sign the agreement and instead confirms the acceptance of the agreement via electronic emails or make a payment for the proposed services; such actions will be deemed to have the same binding effect as the signed agreement and the Client will be deemed to have accepted all the services mentioned in the agreement, unless otherwise mentioned by the Client.
Article 2- Payment terms
Both the parties agree on the fee structure as listed in the Fee Schedule in the agreement. Monthly services are payable quarterly no later than the end of the first month of any given quarter. One time and annual missions are payable 50% before the commencement and 50% within 7 days from completion. Ongoing assistance is payable 100% up front.
The fees are exclusive of applicable taxes (VAT and surcharge tax at 7% or higher where applicable under PRC law) and miscellaneous charges, such as government fees, stamp duty, bank charges, costs of telephone calls, facsimile, transmissions, stationery, traveling expenses which are charged separately on actual incurred basis. If the external factors lead to unforeseen gross discrepancies in workload projections, the Firm will negotiate overrun costs with the Client.
All the fees will be quoted and charged in Chinese Renminbi, unless otherwise agreed. At the Client's request, the Firm may quote the fee in foreign currency, using the average exchange rate on the 1st day of the month in which the invoice is issued. In case of any changes in the exchange rates, the service fee to be actually received by the Firm shall not be less than the amount initially quoted in Chinese currency. The fees are due upon presentation of invoices and within the period shown in the engagement.
The Client shall pay the invoice within the time period as stipulated in the invoice. If any invoice remains unpaid when due, the late fee penalty shall apply at the rate of 5% of the total outstanding per month. The computation of the late fee will begin starting the day following the payment due date. In addition to any other right or remedy provided by law, if the Client fails to pay for the services when due, the Firm has the option to treat such failure to pay as a material breach of the agreement, and may cancel the agreement and/ or seek legal remedies.
In case the Client does not receive the invoice as per agreed payment terms and fee schedule, the Client takes the responsibility to inform the Firm of the same within 45 days from the invoice due date and set the payment immediately.
While the Firm makes every effort to maintain the fees at the current level, it has the right to revise the Fee Schedule every year or from time to time as it deems reasonable which sufficiently reflects the utilization of its resources, including time spent to provide such services and inflation. The revised fee structure will apply as soon as it has been notified in writing to the Client, unless the Client responds within 15 days of the notification.
Article 3- Local networks
The Firm shall provide some of the services either through its own offices or where specific jurisdictional and/or regulatory mandates require otherwise through our trusted partners as detailed in the agreement.
Article 4- Non-assignment
After the set-up of the Client's subsidiary in China, the Client may prefer that the Firm provides services to the Chinese subsidiary directly, in which case, a separate agreement will be entered into between the Chinese subsidiary and the Firm. In the absence of such agreement, this agreement will continue to apply and bind the parties.
Article 5- Debt collection
The Client is liable for payment and the mother company of the Client shall be responsible in solidum for debts unpaid after 3 months of the issuance of the invoice. Neither the Client nor the head office has the right to retain any portion of the payment. The Client agrees hereby that debts overdue more than 4 months from the date of issuance of the invoice shall be transferred to a debt collection agency or solicitor in China or in whichever forum the company of the Client is registered. Should the Firm need to engage the services of a solicitor or a debt collection agency to assist in the collection of the payment from the Client, the Client agrees to pay the Firm the full costs and commissions charged by the solicitor or the debt collection agency for such service.
Article 6- Confidentiality
The Client explicitly authorizes full disclosure from its agents of all necessary information to the Firm. The Firm will pursue such information on a need-to-know basis and shall not disclose any financial or strategic information of the Client to any third party. No information relating to this agreement shall be released to any third party, without advance written approval of the Firm. The Firm will keep the Client's confidential information confidential except in the cases where the Firm may have to disclose information to regulatory or fiscal authorities or under rules of professional conduct; or disclose to and discuss with any shareholders, member and employee at the service company, or outsource services if the service supplier agrees to keep confidential any information they receive from the Firm. Clients who may operate in the same industry will not benefit from any information which will have been disclosed to the Firm by a competitor. All the staff members of the Firm are under strict confidentiality obligations. The Firm reserves the right to claim public credit for its work for the Client and to discuss the Engagement to the extent it does not breach confidentiality.
This agreement shall be valid for a period of 12 months from the date of signing of the agreement. After the completion of 12 months period, the agreement may be amended, extended or simply renewed for another 12 months period in writing between the parties. The Services for payroll and accounting services (if applicable) shall be signed for a minimum of 6 months and shall require a two month cancellation notice.
Article 8- Termination
Unless otherwise provided in this agreement, either party has the right to unilaterally terminate this agreement with a notice of 6 months period. During the notice period, both the parties shall continue to perform their respective obligations, including the payment of services provided by the Firm at the agreed fee structures. Upon the completion of the notice period, the Firm will hand over the Client's material provided payment of outstanding invoices has been made by the Client.
In case the Client initiates the termination of the agreement, the Firm has a right to charge additional service fee for the transition work on a time cost basis based on the hourly rates mentioned in the agreement.
The agreement may, however, be terminated without prior notice in the event that either of the parties fails to meet its obligations based on the service scope described in this agreement and in terms of the cooperation framework.
Article 9- Intellectual property
Any copyrightable works, ideas, patents, products, or other information developed in whole or in part by the Firm in connection with the services will be the exclusive property of the Firm.
Article 10- Indemnification
Any claim by the Client against the Firm shall be limited to the service fee received for the service involved in such claim. The Client agrees to indemnify and hold the Firm harmless, from all claims, losses, expenses, and fees including attorney fees that result from the act of misrepresentation, willing or unwilling, or omission of financial or legal information provided by the Client, it's employees, agents or representatives or results from suspension of services due to non-payment of service fee.
Article 11- Quality and limitations of Engagement
The Firm will provide services according to the terms of the agreement and exert its best efforts to perform according to the quality policy of the Firm and the expectations of the Client. The work will be limited to the diligence as described in the body of the agreement. The Firm will not bear any responsibility for quality issues arising from a late, partial or erroneous disclosure of information by the Client, or from a lack of transparency or cooperation with the staff of the Client. The Firm shall also not bear responsibility for any inconsistency in the reports due to subsequent and unforeseeable changes in the regulation.
In addition, if the financial accounting reports issued by the Firm (if applicable) remain unchecked by the Client for over one month after its receipt, the report will be considered approved and no revision will be made possible unless otherwise deemed necessary and agreed by the Firm.
Further, the Firm reserves the right to charge the Client any reasonable costs, where the Client is utilizing services beyond the scope of the agreement.
Article 12- Human Resources
The Client and its affiliates shall pledge not to hire any personnel from the Firm, while the employee is employed by the service company or a company which would employ a former employee of the service company in any way, where such employee would have worked on the Client's engagements and for a period of 12 months from the date of termination of such employment with the service company. The infringement of this clause will trigger a non-negotiable penalty equal to 12 times the monthly gross salary of the personnel recruited. This clause shall survive termination of this agreement.
Article13 - Force Majeure
If the Firm is prevented from delayed or hindered (whether wholly or in part) in performance of the agreement or in compliance with any condition or performance of any warranty given by strike, lockout, trade dispute, war, riot, explosion, fire, shortage of labor, transport, or without limiting the generality of the foregoing by other cause or consequence outside the Firm's direct control whether affecting its own business, the Firm shall be freed from its obligation.
Article 14- Arbitration
If any dispute arises between the Parties relating to or in connection with the Contract, the Parties shall attempt at first instance to resolve such disputes through friendly discussions. If the disputes cannot be resolved in this manner to the satisfaction of the Parties within 10 working days of the issuance of the first notice, such dispute shall be settled by arbitration in accordance with the China International Economic and Trade Arbitration Commission (CIETAC) Arbitration Rules. The arbitration shall take place at Shanghai at CIETAC Shanghai Commission. The parties shall select a mutually acceptable arbitrator knowledgeable about issues related to the subject matter of the agreement.
Article 15- Bankruptcy
If the Client enters into any proceeding relating to bankruptcy, it shall give written notice to the Firm within 5 days of initiation of the proceedings. The notification shall include the date on which the proceedings was filed, the identity and the location of the Court.
Article 16- Amendment
The agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
Article 17- Severability
If any provision of this agreement will be held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
Article 18- Governing law
The rights and obligations of the parties hereto shall be governed by, and this agreement shall be construed in accordance with the law of People's Republic of China.