1. Who we are
1.1 Peblx Limited (“Peblx”, “we”, “us”, “our”) is a company incorporated in Hong Kong with company number 78460589, whose registered office is at the address shown in the records of the Hong Kong Companies Registry and published on our website.
1.2 Peblx is licensed as a trust or company service provider under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) (the “AMLO”). Our licence number is TC011104.
1.3 These Terms of Business (“Terms”) govern the professional services we provide to you. Use of our online platform is additionally governed by our Terms of Service, and our handling of personal data is described in our Privacy Policy, both available on our website.
2. How our agreement is formed
2.1 We will set out the services you have selected, the fees, and any client-specific terms in an order, proposal or order confirmation (each an “Order”). By accepting an Order — including by ticking the acceptance box presented on our platform or at checkout — you agree to these Terms.
2.2 The agreement between you and Peblx consists of the Order, these Terms and, where you use our platform, the Terms of Service. If there is any inconsistency, the Order prevails over these Terms, and these Terms prevail over the Terms of Service.
2.3 We will begin providing services once we have received payment in cleared funds and completed the customer due diligence described in section 4. Any timeline we give assumes both have occurred.
2.4 If you accept these Terms on behalf of a company or other entity, you confirm that you are authorised to bind that entity, and “you” means that entity.
3. Our services
3.1 Depending on your Order, our services may include: incorporation of Hong Kong companies; acting as company secretary; provision of a registered office address; company secretarial services; bookkeeping and management accounts; and support with profits tax filings and related administration.
3.2 The scope of each service is as described in the Order and the service descriptions on our website at the date of the Order. Work outside that scope is subject to additional fees, which we will agree with you before starting.
3.3 We do not provide legal advice, audit or assurance services, or investment, financial product or immigration advice. Where you need those services we may, at your request, refer you to third-party professionals, who will act under their own terms of engagement.
3.4 We may deliver services using our own personnel, our technology platform, and carefully selected third-party providers acting on our instructions.
3.5 We will provide the services with reasonable care and skill, in accordance with applicable law and good professional practice in Hong Kong.
4. Customer due diligence and compliance
4.1 As a licensed trust or company service provider, we are required by the AMLO and related regulatory guidance to identify and verify our clients and certain connected persons (such as directors and ultimate beneficial owners), to understand the purpose and intended nature of the business relationship, and to keep that information up to date through ongoing monitoring.
4.2 You agree to provide, promptly and accurately, all information and documents we reasonably request for these purposes, including identity documents, proof of address and information about ownership, control and source of funds, and to ensure that connected persons do the same. Verification may be carried out electronically through third-party providers and may include document authentication and biometric checks.
4.3 We may decline to act, and may delay, suspend or cease providing any service, if we are unable to complete or maintain the checks required of us, or if continuing would in our reasonable opinion place us in breach of any law, regulation or regulatory guidance. We are not liable for any loss arising from action we take in good faith to comply with our legal and regulatory obligations.
4.4 The law may prohibit us from disclosing the reasons for steps we take under this section, and you agree that we are under no obligation to do so where disclosure is not permitted.
4.5 We retain client due diligence and transaction records for a minimum of six years, including after our engagement ends, in accordance with our legal obligations and internal policies.
4.6 We may disclose information about you, your company and connected persons to competent governmental, regulatory or law-enforcement authorities, in or outside Hong Kong, where we are required or permitted by law to do so. This authority continues after the engagement ends.
4.7 If we are unable to complete initial customer due diligence and for that reason do not commence the services, we will refund the fees you have paid for those services, less any government fees or disbursements already incurred on your behalf and our reasonable administrative costs.
5. Fees, billing and payment
5.1 Fees are as set out in the Order. Unless the Order states otherwise, service fees are payable annually in advance.
5.2 Where your usage exceeds the volumes included in your selected package (for example, transaction volumes for bookkeeping), we may issue an additional invoice for the excess at the rates set out in the Order or on our website. We will notify you before or when this occurs.
5.3 Government fees, statutory levies, filing fees and other third-party charges (“disbursements”) are not included in our fees unless the Order says so. We will pass disbursements on to you at cost and may require payment before we incur them.
5.4 All fees are exclusive of any taxes, duties or bank charges, which are your responsibility. Payment must be made in the currency stated on the invoice, in full and without set-off or deduction.
5.5 If any amount is overdue, we may suspend services (including ceasing to make filings) until payment is received, and we are not responsible for the consequences of that suspension, including missed statutory deadlines.
5.6 Except where required by law or expressly stated in the Order, fees paid are non-refundable, including where the engagement ends before the end of a prepaid period.
5.7 Each invoice is issued under, and forms part of, the agreement described in section 2. Services referenced in an invoice remain governed by these Terms.
5.8 Where the Order provides for monthly billing, fees are collected by recurring authorised card payment at our published monthly rates. Either party may end a monthly plan with one month’s written notice. Monthly plans do not qualify for offers or inclusions that require annual payment, and a failed collection is treated as an overdue amount under clause 5.5.
5.9 We may revise our fees for any renewal period by giving you at least 30 days’ written notice before the renewal date. Our current rates are published on our website. If you renew after the notice takes effect, the revised fees apply; if you do not wish to accept them, you may end the engagement at the end of the current period under section 14.
6. Your obligations
6.1 You are responsible for ensuring that the information you give us is accurate, complete and kept up to date, and for notifying us within seven days of any change to your company’s particulars, including changes of directors, shareholders, ultimate beneficial owners, contact details or business activities.
6.2 You must respond to our requests for information, documents, approvals and signatures in good time. Statutory deadlines are fixed by law; where a deadline is missed because information or instructions did not reach us in reasonable time, any resulting late fees, penalties or consequences are your responsibility.
6.3 You must not use our services for any unlawful purpose, and you confirm that the funds and assets involved in your business are not derived from unlawful activity.
6.4 You will maintain your own copies of important records we return or make available to you.
7. Registered office address service
7.1 Where your Order includes our registered office address service, you may use our designated address as your company’s registered office in Hong Kong for statutory purposes. The address may be used only for that purpose and for receiving official mail; it may not be described as your place of business, used for signage, or used to receive goods.
7.2 We will receive government and official correspondence addressed to your company at that address and make it available to you through the platform or by other agreed means. An item is treated as received by you when it is made available to you in that way. We are not responsible for items that do not identify your company correctly.
7.3 If this service ends for any reason, you must change your registered office address and file the required notification with the Companies Registry within 14 days. If you do not, we may take reasonable steps to have our address removed as your registered office, and you remain responsible for the consequences of not maintaining a valid registered office.
8. Company secretary service
8.1 Where your Order includes our company secretary service, we will procure the appointment of a suitably qualified person or body corporate nominated by us as your company secretary, and will carry out the usual duties of that role as described in the Order and our service descriptions.
8.2 The company secretary acts on the instructions of your board and in accordance with law. We may decline to carry out an instruction that we reasonably consider unlawful or that would place the appointee or Peblx in breach of any obligation, and nothing in these Terms requires the appointee to act contrary to the Companies Ordinance or any other law.
8.3 If this service ends for any reason, the appointee may resign, and you must appoint a successor and make the required filings promptly. We may file notice of the resignation with the Companies Registry.
9. Communications
9.1 We communicate primarily electronically, including through the client portal and by email to the addresses you have registered with us. You agree that electronic communications satisfy any requirement for communications to be in writing.
9.2 A notice is treated as received when made available in the portal or when sent by email to your registered address, unless we receive an automated failure message. It is your responsibility to keep your contact details current and to check the portal regularly.
10. Confidentiality
Each party will keep the other’s confidential information confidential and use it only for the purposes of the engagement. This does not restrict disclosure that is required by law, a regulator or a court, or made to professional advisers or service providers under equivalent duties of confidence, or of information that is or becomes public through no fault of the receiving party.
11. Personal data
We handle personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and our Privacy Policy, which explains what we collect, how we use it, who we share it with, and the rights of data subjects. Where you provide us with personal data of other individuals (such as your directors and beneficial owners), you confirm that you are entitled to do so and that those individuals have been informed of our Privacy Policy.
12. Intellectual property
You own the documents we prepare and file specifically for your company in final form. We (or our licensors) own everything else, including our platform, know-how, templates, precedents and working methods, and nothing in these Terms transfers those rights to you.
13. Our liability
13.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.
13.2 Subject to clause 13.1, our total aggregate liability to you arising out of or in connection with the services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you paid to us for the services in the twelve months immediately before the event giving rise to the claim.
13.3 Subject to clause 13.1, we are not liable for loss of profits, loss of revenue, loss of business or opportunity, loss of goodwill, or any indirect or consequential loss, nor for penalties, losses or delays caused by inaccurate or incomplete information you provide, by your failure to respond in good time, by third parties outside our reasonable control, or by action we take to comply with law or regulation.
13.4 Any claim relating to the services must be notified to us in writing within twelve months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
13.5 The services are provided to you for your benefit only, and we accept no responsibility to any other person.
13.6 You will indemnify us against losses, costs and claims brought by third parties to the extent arising from your breach of clause 6.3 or from materially false or misleading information you provide to us.
14. Term, suspension and termination
14.1 The engagement continues for the period stated in the Order and, unless either party gives notice, renews for successive periods of the same length at our then-current fees. Either party may end the engagement by giving at least 30 days’ written notice, taking effect no earlier than the end of the current prepaid period unless we agree otherwise.
14.2 We may suspend services or end the engagement immediately by written notice if: any amount due remains unpaid after a reminder; we are unable to complete or maintain the checks described in section 4; you materially breach these Terms and (where the breach can be remedied) do not remedy it within 14 days of notice; you become insolvent or subject to an insolvency-related process; or continuing would in our reasonable opinion be unlawful or damaging to our licence or reputation.
14.3 Where we end the engagement under clause 14.2 for reasons other than your breach, your insolvency or your failure to cooperate, we will consider in good faith a refund of a fair proportion of prepaid fees for services not yet provided.
14.4 On termination for any reason: all amounts due to us become immediately payable; sections 7.3 and 8.3 apply to the registered office and company secretary services; we will cooperate reasonably in an orderly handover to your incoming service provider, subject to payment of our outstanding fees and reasonable handover charges; and we will retain records as described in clause 4.5, after which they may be securely destroyed.
15. Changes to these Terms
We may update these Terms from time to time. Each version carries a version number and effective date. Material changes will be notified to you through the platform or by email, and your acceptance will be requested where the change materially affects your rights or obligations. The version you most recently accepted governs, except that changes required by law take effect as required.
16. General
16.1 These Terms, the Order and the Terms of Service form the entire agreement between us in relation to the services and supersede all prior discussions and understandings relating to them.
16.2 If any provision of these Terms is found to be invalid or unenforceable, the remainder continues in full force, and a valid provision reflecting the original intent applies in its place.
16.3 A failure or delay in exercising a right is not a waiver of it, and any waiver is effective only if given in writing.
16.4 You may not assign or transfer your rights or obligations without our prior written consent. We may assign or transfer ours to a member of our group or in connection with a reorganisation or sale of our business, provided your rights are not materially reduced.
16.5 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any of them.
16.6 Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate the effect.
17. Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the Hong Kong Special Administrative Region, and the courts of Hong Kong have exclusive jurisdiction.
18. Contact
Questions about these Terms or our services can be sent to us through the client portal, by email to the contact address published on our website, or by post to our registered office as published on our website.