Terms of Business

 

Our Firm is pleased to provide professional services under the following Terms of Business (TOB). These TOB set out the basis upon which our services are provided and apply to any future cooperation. New or continuing instructions will constitute acceptance of these terms. These TOB, together with the Entrustment Letter, shall form the Contract between our Firm and you (the Client).

Services Execution - Our Firm will execute the services described either in the Entrustment Letter or as in accordance with the Client’s instructions, verbal or written. Our Firm’s commitment to the client will be dedicated assistance delivered on time and in the agreed scope. Instructions given by or on behalf of a Client may be accepted by any of us. We will be entitled to assume, unless and until advised to the contrary, that whoever gives us instructions has authority to do so.

 

Accounting Services – Accounting services are provided in accordance with local tax and accounting regulatory requirements. Accounting services are deemed to included bookkeeping, tax filing, and tax and financial reporting. Other services such as tax analysis, corporate advisory, or similar consultancy services are to be billed at our hourly rate.

 

Basis of Fees Charge - Unless agreed differently, our fees are based on the amount of time actually spent on your matter multiplied by the standard hourly rate attributable to professionals involved. The time spent on your affairs will include meeting with the Client and any time spent travelling, considering, researching, preparing and working on documents, correspondence. Unless otherwise agreed in writing, hourly rates are calculated in CNY. Details of the hourly rates and the personnel likely to be working on Client's matter will be set out in our Entrustment Letter or in other written correspondence. Fees and terms have a validity for thirty (30) days from the Entrustment Letter date. Hourly rates are usually reviewed in December of each year. In certain situations and cases, upon a given reason, our Firm may request fees charged on Lump Sum basis. On the basis of the scope and type of the concrete advice, our Firm sets its fees based on the Client’s background, the responsibility linked with the engagement, the complexity and the time, as well as the level of specialist knowledge required. In case of any variations occurring during our work, which may affect the amount of agreed fees, we will inform the Client immediately and obtaining consent before any further proceeding. The Client will reimburse our Firm for the disbursements incurred, no matter how fees were calculated in regard of the service provided.

 

Unpaid Fees or Expenses - In the event of late payment our Firm reserves the right to suspend the provision of the services and to charge interest on any period in excess of thirty (30) days at 1% per month. The Client will be responsible for any additional expense and for all taxes levied on transactions under this Contract other than taxes on our income. Any queries concerning an invoice must be raised within seven (7) days of the invoice date. If payments are overdue, our Firm also reserves the right to suspend or terminate work and to retain the documents and papers which belong to the Client or which have been supplied to us for the purpose of carrying out your instructions.

 

Standard Fees – Our standard hourly rate fees unless stated differently in the offer or entrustment are billed based upon the professionals involved in the preforming of services. The hourly rates are as follows: 1700CNY – 1900CNY – 2100CNY. 

 

Fees Variation – Fees rates stated in the Entrustment Letter may vary by giving the Client thirty (30) days written notice of the variation. Variations may result from a change in individuals involved in the project or from a change in the location previously stated in the Entrustment Letter.

Annual Fee Adjustments – The professional fees for periodical long-term services provided in the entrustment letter will be annually adjusted and increased automatically by 5% to reflect the average percentage of the increase of the local consumer price index, of the inflation rate, increase of labour costs and other related local indexes.

Initial Consultation – Our hourly rates are applied for the initial consultation.

Governance Roles – The professional fees for governance roles are per calendar year to be paid in advance on a forfait basis. The basis for the calculation of fees is from the date of the entrustment, from which date the professional becomes the acting member of the governance. The calculation of the fees or the responsibility of the professional is irrespective to the date of administrative recognition of the role.

 

Disbursements and Reimbursement - By instructing our Firm to act on the Client’s behalf, we are authorized to incur in such expenses and disbursements necessary in order to carry out our work. Our Firm will require reimbursing all expenses and disbursements, unless special terms are stated on the Entrustment Letter. Amongst other things, expenses may include administrative and general costs strictly related to the service provided (i.e. telephone, secretarial postage or courier services, travel and accommodation incurred whilst travelling away from the office for matters directly related to the Client. All the out-of-pocket expenses reasonably sustained by our Firm during the performance of the services, will be paid through a non-refundable retainer concerning disbursements equal to 10% on each issued invoice. In case the expenses exceed such retainer, the additional expenses will be charged separately to the Client.

External Audit - Should the client wish to engage other third party auditors, RsA shall work and cooperate with the client appointed auditors as directed by the client. Our service fees for this support shall be a forfait fee of 10,000 CNY, if confirmed with a minimum of three months notice prior to the audit commencement date. Should insufficient notice be given, our firm will conduct the activities with the auditor in accordance with our hourly rates. Pre-audit arrangements shall be deemed as separate audit projects and shall be attributed to our hourly rates.

 

Taxes - The Client will be responsible for paying any taxes for which it is legally liable. Disbursement will include the tax rate applicable by the country in which the service is rendered. All charges are listed exclusive of any taxes; business tax and all other relevant taxes will be borne by the Client. Any Withholding Tax levied on payments from the Client to our Firm will be reimbursed.

 

Payment of Invoices - Payment of our invoices is made on an anticipated basis and it will be specified in CNY, unless other arrangements have been stated in the Entrustment Letter. The advanced payment is non-refundable and related to services and activities limited/usable to the 6 months following the confirmation of the cooperation. The payment will be realized through bank transfer to the account stated in the payment notice.

 

Employment of Others - The client may, from time to time, request that our Firm arranges for services of others. All the costs for those services will be paid by the Client but in no event shall the Firm employs others without the prior authorization of the Company.

 

Term and Termination - The term of cooperation for periodical assistance is three years from acceptance. Upon conclusion of a contract term, the contract shall be automatically renewed for a new term of the same period, unless either party avails of the right to notify of the non-renewal three months before the end of the contract term. 

The Client is entitled to terminate the contract with a prior notice of at least three months before the end of the current three year term while settling all outstanding charges and costs related to the current three year term. 

In case of early termination for reasons other than breaches of the Contract, the Client will pay the service fees plus additional costs related to such early termination. 

 

Confidential Information - "Confidential Information" as used in this Contract shall mean any and all technical and non-technical information including patent, copyright, trade secret, proprietary information, computer files, and client information related to the past, current, future of the Client and includes, without limitation, Client property, and Client's information concerning customers, research, financial information, purchasing, business forecasts, sales and merchandising, and marketing plans and information. All information in relation to the Client is treated in the strictest confidence in accordance with the highest professional standards. Any advice provided by our Firm is for the Client’s benefit alone and may not be used or relied on by third parties.

 

Staff - Neither of the parties will during the period of our engagement or within six (6) months of its termination hire or solicit directly or indirectly any employees of the other. Breaching party shall pay 360,000 CNY to other party as compensation fee in case hiring or soliciting a staff member and 560,000 CNY in case of hiring or soliciting a manager.

 

Marketing - In its marketing, our Firm may refer to the fact that our Firm has undertaken advisory activities for the Client in relation to the assignment when it has been concluded and is known to the public. Our Firm is free to mention Client name and general transactions unless such information pertains to Confidential Information.

 

Relationships with other Clients - Our Firm is not restricted from providing services to other clients who may be in competition with the Client or whose interest may conflict with your own. Our Firm will not disclose any of the Client’s confidential information for the advantage of such clients.

 

Liabilities - For treasury services, our Firm shall not be liable for any cost, damage, whether consequential or not, and loss (including loss of profit) caused by a delay in processing payments. The work may be based on information (including past accounting reports and reports) supplied to our Firm. The work will be carried out on the basis that such information is accurate and not misleading and our Firm will not verify it or check it in any other way. Our procedures are not designed to identify past misstatements in the tax return of tax charges that have not been disclosed to us. Unless otherwise instructed by the Client, our Firm will resolve such questions in your favour, whenever possible.

 

Communication Instructions - Communications between the parties will take place electronically. Given such communication instructions, information may be intercepted, lost, corrupted, destroyed, and being received late or incomplete. Under these terms, both parties take notice of such risks and authorize electronic communication.

 

Amendments - Our Firm reserves the right to modify or introduce any additional term at any time. Those amendments will be effective after giving a proper notification by email or other means which report the effective date of variation.

 

Law and Dispute Resolution - This Contract and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Contract or its formation shall be governed by and construed in accordance with the laws of China. The Parties agrees that the People’s Court of Huangpu, Shanghai, shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Contract.

 

Storage of Papers and Documents - Once fees have been settled, Our Firm will, if requested, hand over and return to the Client all documents acquired by or delivered to us for the purpose of handling the work. Our Firm’s working papers, all correspondence between the Client and our Firm and any other papers prepared by our Firm will remain our property. The documents will be stored, internally or by an independent person who is professionally engaged in the storage of documents. If the Client's instructions require a review of any documents that have been placed in storage, our Firm reserves the right to charge for (a) any time spent reviewing the stored documents, and (b) any time spent preparing a written review of the said documents, regardless of whether or not the said documents are required by the Client or by another party upon the Client's request and with the Client's written consent. In addition, our Firm reserves the right to charge for the costs of obtaining such documents from independent document storage professionals that our Firm has elected to store the documents with.

 

Copyright and Other Intellectual Property - Our Firm retains the copyright and all other rights in all the documents provided to the Client. The Client is granted a nonexclusive license to use such documents for the purpose for which they are provided but not for any other purpose without first obtaining our Firm's consent.

 

Other - Our Fees do not include administrative fees to be paid to local authorities, official translation in different languages, capital verification reports, statutory annual audit reports, foreign exchange reports, any travel or extra expense exceeding 10% of disbursement.

Updated 25/04/2022