Terms and Conditions

1.1 “You” includes any company identified during registration on the LingJian platform or intake flow, any company which will be or has been incorporated using LingJian Services, and any company registered on a LingJian service record for corporate secretarial, compliance, accounting, banking preparation, or other business support services.

1.2 “You” also includes any individual linked to such company whether as shareholder, director, officer, employee, beneficial owner, controller, authorised representative, or user of the platform or LingJian Services on behalf of that company.

1.3 “You” further includes any individual or company that has registered, submitted a form, booked a consultation, uploaded documents, paid for a package, or otherwise requested LingJian Services.

1.4 “User” means any person using the platform, website, forms, upload portals, and LingJian Services whether on his or her own behalf or on behalf of a third party. Each User represents and warrants that he or she has the legal right, full power, and authority to execute, deliver, exercise rights, and perform obligations under these Terms on behalf of the relevant third party.

1.5 “LingJian Services” means company incorporation, registered office coordination, company secretary support, statutory record maintenance, annual return support, banking preparation, accounting, bookkeeping, payroll coordination, audit and tax filing coordination, electronic document handling, consultation, payment processing, document intake, and related administrative services.

2.1 LingJian provides a range of corporate services and corporate solutions using online workflows and advisor-led support to incorporate and manage corporate governance and general compliance undertakings for companies in Hong Kong.

2.2 LingJian is not a law firm and does not provide legal advice or legal services.

2.3 Users may engage LingJian to provide business services. These services may include company incorporation; provision of a registered office address; scanning or handling of mail where included; maintenance of statutory registers; lodgement and payment coordination for regulatory filings with the Companies Registry of Hong Kong; preparation of corporate decisions and resolutions; filing or coordination of changes relating to a LingJian company, including changes of officers, shareholders, share capital, registered office, particulars of officers or shareholders, or articles of association.

2.4 LingJian Services may also include accounting services, including preparation of management reports, profit and loss statements, balance sheets, trial balances and general ledgers; maintenance of general ledger, accounts payable ledger, accounts receivable ledger, and fixed asset ledger; and bank or account reconciliation support.

2.5 LingJian Services may include payroll coordination, including salary calculation support, payslip generation support, monthly submission coordination with selected Mandatory Provident Fund providers, income summary support for personal tax filing, and maintenance of payroll records where included in the applicable package.

2.6 LingJian Services may include tax services, including preparation or coordination of tax computation for company approval and preparation or coordination of Profits Tax Return forms for company submission.

2.7 By appointing LingJian as the User’s company secretarial service provider, LingJian shall carry out, or appoint an appropriate person to carry out, the duties of a company secretary in accordance with the laws of Hong Kong.

2.8 LingJian shall only provide company secretarial services as requested by the User from time to time orally, in writing, through the platform, or in any other manner accepted by LingJian. The User agrees that LingJian has no liability for loss or damage arising from LingJian providing company secretarial services in accordance with the User’s instructions or these Terms.

2.9 LingJian may provide electronic document handling or signing workflows which allow Users to send, review, approve, or sign documents electronically. Such workflows may be used together with other LingJian Services or as standalone support, subject to these Terms and any additional terms added or amended from time to time.

2.10 All Users shall indemnify LingJian and its affiliates against actions, judgments, claims, demands, costs, taxes, and expenses, including legal and professional fees, incurred by LingJian in the course of and pursuant to its duties and obligations provided by any LingJian Services in accordance with your instructions or these Terms.

2.11 LingJian may require Users to enter into supplemental agreements or carry out acts required by LingJian or by law in order for LingJian to provide LingJian Services. LingJian shall not be obliged to provide any LingJian Services if the User fails to enter into such agreement or carry out such acts.

2.12 If LingJian, in its opinion, is obliged to meet any User requirement or legal obligation, the User agrees that LingJian is authorised to take steps it reasonably considers necessary to comply with such obligations or requirements, including taking professional or legal advice at the expense of the User where appropriate.

2.13 At LingJian’s request, the User shall provide all documents and information required for LingJian to comply with internal policies, applicable law, regulatory guidance, and any other reason LingJian considers necessary from time to time.

3.1 Users may be required to register for a User account or service record to access and use LingJian Services.

3.2 By creating a User account, submitting a form, uploading documents, or requesting any LingJian Services, all Users agree to and accept these Terms.

3.3 In order to use the platform, website flows, and LingJian Services, you must provide all information and documents requested by LingJian. You undertake and warrant to provide accurate, current, and complete information and documentation.

3.4 If there is any change in information provided by you upon registration or onboarding, you undertake to update this information without delay. LingJian shall not be responsible or liable if you have not updated your information or have not notified LingJian of a change of situation.

3.5 A User may access the platform or service record through a username, email, password, secure link, or other authentication method. Such access details are private and shall be kept confidential by the User.

3.6 In case of loss of password or access credentials, the User may request a reset using the available process. LingJian may require identity or authority checks before restoring access.

4.1 LingJian may at any time suspend or discontinue any LingJian Services or any feature of any LingJian Service, including support enabling use of the platform, website, upload portals, payment links, or service flows.

4.2 LingJian will make reasonable efforts to ensure that LingJian Services are available. However, services may be interrupted to conduct maintenance, repairs, upgrades, or because of network, equipment, payment processor, hosting, government portal, or third-party failures.

4.3 The operation of LingJian Services may be affected by external events including epidemics, strike, blockade, war, acts of terrorism, riot, natural disaster, failure or reduction of power, cyber incidents, government system downtime, banking delays, or force majeure events.

4.4 LingJian will not be liable for any delay or failure to perform its obligations under these Terms if the delay or failure is due to any such event or any other event beyond LingJian’s reasonable control.

5.1 In connection with performance under these Terms, each party may make information available to the other that is not generally known to the public and is identified as, or should reasonably be understood to be, proprietary or confidential (“Confidential Information”). Confidential Information includes order forms, User content, business plans, product plans, roadmaps, strategies, forecasts, projects, analyses, audit results, financial information, fee structures, business processes, methods, models, and technical documentation.

5.2 Confidential Information does not include information that is or becomes publicly available without breach of these Terms; was known to the receiving party before disclosure; is independently developed without use of the disclosing party’s Confidential Information; or is lawfully received from a third party under no obligation of confidentiality.

5.3 Without the prior written permission of the disclosing party, or unless required by law, the receiving party will not disclose, transmit, or disseminate Confidential Information to any third party and will use at least a reasonable degree of care to protect it.

5.4 The receiving party may disclose Confidential Information to employees, affiliates, consultants, subcontractors, agents, or advisors who strictly need access for performance under these Terms and who are bound by confidentiality obligations at least as protective as these Terms.

5.5 Without express prior written permission of the individuals involved, any use of LingJian personnel information, including company secretary personal information such as name, identification number, email address, or contact number, for registration of accounts or any other purpose is prohibited. LingJian reserves the right to take legal action and terminate services if such a situation arises.

5.6 The receiving party acknowledges that damages may be an inadequate remedy for breach of confidentiality and that the disclosing party may seek equitable relief, including injunctions, in addition to any other remedy available at law or equity.

5.7 The receiving party may access and disclose Confidential Information if legally required to do so in connection with legal proceedings or regulatory requirements. Where permitted, the receiving party should provide only the portion legally required and maintain confidentiality protection for all other purposes.

6.1 By agreeing to these Terms, you agree only to subscribe to the use and access of LingJian Services. You acknowledge that you have a limited right to access and use LingJian Services and that no ownership rights are transferred to you under these Terms.

6.2 Other than content generated by the User or other users of the platform, LingJian owns or licenses copyright and other rights in the content of the website, platform, forms, service flows, documents, templates, guides, and branding. You may temporarily store or print pages only for use by you and your employees, officers, or agents in connection with LingJian Services.

6.3 Any other storage, copying, transmission, distribution, republication, or creation of derivative works is prohibited without LingJian’s prior written consent.

6.4 Provided that the User complies with these Terms, LingJian grants the User a limited, non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable licence to use the platform, website flows, or service materials in order to access and use LingJian Services.

6.5 The marks “LingJian”, “LING JIAN”, LingJian logos, and associated branding are trademarks or brand assets of LingJian. Nothing in these Terms gives the User the right or licence to use or reproduce those marks without LingJian’s prior written approval.

6.6 LingJian and the User may use third-party software, application programming interfaces, payment processors, hosting providers, identity verification services, and other integrations when using the platform, website, or LingJian Services. LingJian does not guarantee the reliability of such third-party software or APIs.

6.7 The User agrees that LingJian is not liable for loss or damage arising out of use of such third-party software or APIs to access information, the platform, website, or LingJian Services.

7.1 The price, features, and options of LingJian Services depend upon the subscription package, service package, quotation, invoice, or written confirmation selected by you.

7.2 The User shall pay LingJian in advance the fees stated on the platform, website, checkout page, quotation, invoice, or written confirmation for the relevant LingJian Services ordered (“Fees”). If a recurring package is purchased, LingJian may renew the subscription before the end of the applicable subscription period unless cancelled in accordance with the applicable package terms.

7.3 Fees may be paid through a secure payment process incorporated into the website or platform, or by electronic invoice, credit card, debit card, bank transfer, or another payment method accepted by LingJian from time to time (“Payment Method”).

7.4 If any fees are due for LingJian Services not set out on the platform or website, LingJian may issue an invoice to the User, and the User shall pay the invoice on receipt unless otherwise stated.

7.5 Completion of an online payment process does not constitute LingJian’s acceptance of a User’s offer to purchase LingJian Services. LingJian’s acceptance takes place only when LingJian commences the ordered Services.

7.6 LingJian reserves the right to decline an order for any reason and will refund prepaid fees if an order is declined, provided that no LingJian Services have been used or commenced.

7.7 During online payment, the User may be required to enter payment details directly with an independent third-party payment processor. The User authorises LingJian and/or its payment processor to execute the Payment Method associated with the User’s account for fees due to LingJian.

7.8 Payments may be processed by an independent third-party payment processor. LingJian excludes liability for loss or damage arising from processing of payment information, and the processor’s own terms of service may apply.

7.9 If any payment is reversed, declined, charged back, or unpaid, the User’s liability to LingJian will be deemed a debt immediately due and payable. Outstanding payments may attract late payment interest or administrative charges where permitted by law and stated in the applicable invoice or package terms.

7.10 All Fees are exclusive of VAT, sales tax, withholding tax, government charges, or other taxes unless otherwise stated in an official invoice issued by LingJian.

7.11 If a User does not pay for LingJian Services in full and on time, LingJian may terminate the User account and/or suspend or terminate performance of services in whole or in part until full payment is settled. Any resumption or reactivation shall be at LingJian’s sole discretion.

7.12 Prepayment of Fees for LingJian Services is non-refundable except where expressly stated by LingJian, required by law, or where LingJian declines an order before services have commenced.

7.13 If the User exceeds the prescribed usage of a subscription package, LingJian may inform the User that the package will be upgraded or adjusted. Continued use and acceptance of LingJian Services after notice may constitute acceptance of the upgrade and revised fees.

8.1 To the fullest extent permitted by law, LingJian and its affiliates, directors, officers, employees, agents, representatives, and partners expressly disclaim and limit their liability in connection with or arising out of the provision of LingJian Services and the use of the platform or website.

8.2 LingJian Services and the content and documents generated by the platform or website are provided on an “as is” basis. No assurance, representation, or warranty of any kind is made, whether express, implied, or statutory, including warranties of title, satisfactory quality, fitness for a particular purpose, or non-infringement.

8.3 LingJian will make reasonable efforts to provide high quality services; however, it does not represent or warrant that information or content provided as part of LingJian Services will be entirely correct and up to date; that documents generated as part of the services will be accurate, adequate, reliable, free from defect, error, or omission, suitable for a particular purpose, or legally sound; that LingJian Services are free from bugs or viruses; that correspondence will be free from interception, corruption, error, delay, or loss; that access will always be available or uninterrupted; or that use of LingJian Services will achieve any particular commercial result or meet expectations.

8.4 LingJian shall not be liable for indirect, special, incidental, punitive, exemplary, or consequential losses or damages, or any loss of profit, business, reputation, goodwill, opportunity, contracts, or data arising out of use of or inability to use LingJian Services.

8.5 Any liability of LingJian to any User shall be capped to a total aggregate sum of HKD 10,000 or limited to the total amount paid by the User to LingJian for the services provided over a cumulative period of one year, whichever is lower. LingJian reserves the right, at the User’s expense where permitted by law, to assume the exclusive defence and control of any matter for which the User is required to indemnify LingJian, and the User agrees to cooperate with LingJian’s defence of such claims.

9.1 You agree to indemnify and hold LingJian and its affiliates, officers, directors, and employees harmless from and against liabilities, damages, claims, costs, including legal fees and costs, and expenses in connection with or arising from your breach of these Terms, your use of LingJian Services, or any misrepresentation made by you.

9.2 All Users represent, warrant, and undertake that they shall comply with all applicable laws and regulations when using LingJian Services.

9.3 All Users shall indemnify LingJian and its affiliates, officers, directors, and employees against loss, damage, actions, judgments, claims, demands, costs, taxes, and expenses, including legal and professional fees, incurred by LingJian arising from a User’s breach.

9.4 In the event of persistent or impending breach by the User of these Terms or applicable laws, as reasonably determined by LingJian, LingJian may pursue legal and administrative recourse, including controlling or restricting the User’s account or initiating filings with the relevant authority on the User’s behalf, where necessary to discharge duties under applicable law or mitigate the effects of such breach or default.

9.5 The foregoing rights are in addition to and do not adversely affect any other rights or remedies available to LingJian under applicable law.

10.1 Save as otherwise provided in theseTerms or any applicable package terms, Either party may terminate LingJian Services by giving written notice to the other party in accordance with the applicable service package terms. Unless otherwise specified in the applicable package terms, termination shall take effect upon the expiry of the current service period.

10.2 LingJian reserves the right to immediately terminate LingJian Services upon written notice to the User if LingJian reasonably determines that the User is in breach of these Terms, applicable service terms, or applicable laws which is incapable of remedy. If termination occurs for such breach, the User shall not be entitled to a refund of Fees.

10.3 LingJian may immediately terminate any LingJian Services upon written notice to the User for any reason. Where no LingJian Services have been used or commenced, LingJian may provide a refund of prepaid Fees.

10.4 If you terminate Services before expiry because of clear negligence or material default by LingJian, LingJian shall refund the balance of current annual service fees on a pro-rata basis for the unexpired period within fifteen business days where applicable. No refunds shall be given under any other circumstances unless required by law or agreed in writing.

10.5 If you terminate LingJian Services, LingJian may determine or restrict your access to the platform or service record. You may be able to export records pertaining to your company for a period determined by LingJian or required by law.

10.6 Following expiry of any post-termination access period, company information may be deleted or overwritten from the LingJian platform, subject to the LingJian Privacy Policy and retention requirements under applicable data protection laws. It is your responsibility to maintain company records after termination of LingJian Services.

11.1 By using and/or accessing the LingJian platform, website, or any LingJian Services, you acknowledge that you have read and agree to the LingJian Privacy Policy, available on our website, which shall be read together with and shall form part of these Terms.

11.2 You consent to the collection, use, disclosure, and handling of User Personal Data for the purposes set out in the LingJian Privacy Policy.

11.3 By using the LingJian platform, website, and LingJian Services, you acknowledge and agree that internet transmissions are never completely private or secure. Any message, information, or User Personal Data submitted through the platform or website may be read or intercepted by others, even where a particular transmission is encrypted.

11.4 Subject to the LingJian Privacy Policy, LingJian may maintain certain User Personal Data for internal purposes, including managing website performance and functionality, information security, prevention and detection of spam, fraud, and abuse, troubleshooting, service improvement, and related machine-learning or automation purposes. Such purposes shall not involve external or public-domain exchange of User Personal Data unless required by statutory order or legal obligation.

12.1 These Terms may be varied from time to time by LingJian.

12.2 In case of a material change to the Terms, LingJian will inform you by notice where reasonably practicable. If you continue to use LingJian Services, you agree to be bound by the then-current terms.

13.1 LingJian’s failure to enforce a provision in these Terms is not a waiver of LingJian’s right to do so later.

13.2 If a provision in these Terms is found to be unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted, reflecting the initial intent as closely as possible.

Only the User and LingJian shall be entitled to enforce these Terms. Nothing in these Terms, express or implied, is intended to confer on any person other than the parties any rights or remedies under or by reason of these Terms.

15.1 These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

15.2 The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, including any dispute regarding their existence, validity, or termination.

In the event of any issue or discrepancy (“Dispute”), the User agrees to first attempt to resolve such Dispute informally by contacting LingJian through the contact details published on this website and reasonably cooperating with LingJian towards resolving such Dispute before filing any claim against LingJian in any legal forum.

By accessing the website or using LingJian Services, the User unequivocally agrees and reaffirms his or her agreement to these Terms.