Terms & Conditions
These Terms & Conditions, as may be amended from time to time, apply to all our services made available online, through any mobile device, by email or by telephone. By engaging in our services, you acknowledge and agree to have read, understood and agreed to the Terms and Conditions and our Privacy Notice.
Kernel refers to Kernel Business Services Limited or its subsidiaries or affiliates.
Client means the owner or owners of the Entity or Person or Persons authorized by the owner(s) who have requested Kernel to provide Services to the owner(s) or authorized person(s) of the Entity and in the case of more than one owner or person mean such owners or persons jointly and severally.
Entity means any company, trust, foundation or other legally recognized structure established and/or administered by Kernel.
Services means company formation, management, administration, registered agent, company secretarial service, bank account application service, virtual office services and any other services listed on our website from time to time provided by Kernel to Client and his/her Entity.
Authorized person means the person, persons or body incorporated or unincorporated authorized by the Client from time to time to communicate and give instructions to Kernel from time to time.
The Client undertakes with Kernel that it shall only give instructions or requests to act which are reasonable and shall comply with all laws and orders in the places where the Entity is incorporated or doing business. Kernel will always consider the requests from Client, but it will not be required to act in any manner which appears to be dishonest, illegal, improper or unethical. Kernel shall not be liable for any failure to comply wholly or in part with any instructions received from the Client and shall not be responsible for consequences arising from non-receipt of instructions for any reasons.
Kernel may rely on instructions given by any Authorized Person, which instructions shall be binding on the Client. If there are any inconsistent instructions or doubtful authenticity from the Client or Authorized Person, Kernel shall be entitled to refrain from taking any action based on such instructions.
The Client undertakes not to use the Entity for any purpose which may result in criminal or like violations in its country of nationality or domicile or in any jurisdictions where the Entity does business or hold assets, directly or indirectly, or in its country of incorporation. It shall be Client's sole responsibility to determine whether any such acts or undertakings are unlawful. Kernel shall not be responsible for any unlawful act or undertaking in which the Client or Client's Entity has been engaged. Should Kernel be approached by any person acting or purporting to act under authority of a government entity or instrumentality of any such jurisdictions or of international police organizations, Kernel shall be at liberty (if it is required and/or compelled by law to do so) to provide to any such investigator any information or documents without incurring any liabilities whatsoever to the Entity or to the Client because of such disclosure or action.
Client understand that all materials all content information provided on Kernel website or any other publications by Kernel is for information purpose only and may change from time to time due to changes in regulations and specific circumstances. Therefore, such information should not be construed as legal, financial or tax advice. Client are recommended to seek independent professional advices at their home country and places where it operates if necessary and Kernel will not be held responsible for any loss or damages.
Client shall provide Kernel with its latest valid contact methods and any changes thereof. Any communication sent to the last known email address and/or mailing address in Kernel’s record will be deemed to be received by the intended recipient. Kernel will not be held responsible for any loss incurred due to non-receipt of our messages or important notices.
Client shall provide its latest due diligence information and notify Kernel for any changes thereof to Kernel for compliance with the requirements of the Government of the jurisdictions where the relevant Entity is incorporated. The Client hereby agree to provide due diligence information within prescribed timeframe to Kernel from time to time upon request.
Client shall indemnify and hold harmless Kernel, its affiliates and their directors, officers, employees and agents from and against all claims, actions, costs (including legal) and liabilities whatsoever which may be made against Kernel while performing their duties or while acting on Client’s instructions.
Fees and Direct Costs
Client undertakes to make payment of the negotiated and agreed fees charged by Kernel upon receiving an invoice from Kernel. Client undertakes to pay Kernel in advance all direct costs, government duties, license fees or government fees of any nature relating to the Entity. Kernel will not be liable for any penalties, fines or other liabilities incurred by the Client or by the Entity.
In the event if Client fails to settle the invoices issued by Kernel, the Client authorizes Kernel to deduct the relevant invoice from any account or funds under the control of Kernel that belong to the Client to avoid any penalties and/or fines.
Registered office and correspondence address
For Clients who engaged in our Annual Correspondence Address Service should be aware that all mails and/or correspondence must be addressed to the Client’s name registered in Kernel’s record only. Any unidentified mails and/or correspondence will not be accepted, and Kernel will not be held responsible for any loss or damages because of declining of such mails and/or correspondence. Any mails and/or correspondence received at Kernel’s address will be retain for a maximum of three months only and will be dispose without further notice thereafter. If Client would like to receive the mails and/or correspondence by courier or post, relevant charges shall apply, and the Client will be responsible for all custom clearance or declaration where applicable. Kernel reserves the rights to inspect the contents of mails and/or correspondence received on Client’s behalf and should Kernel have concerns over the content of the mails and/or correspondence, it reserves the final discretion of declining the mails and/or correspondence.
Kernel or the registered agent in relevant jurisdictions where the Entity was registered may relocate their office from time to time and such relocation may require changes to the registered office address and/or correspondence address to be made. Kernel undertakes to give Client reasonable notice of any such changes, but it will not accept any responsibilities or costs incurred by the Client as a result of such relocation.
No reference shall be made to the registered office address(es) provided by Kernel to Client’s Entity in any marketing or corporate materials, advertisements or public announcements without the specific written consent of Kernel.
Termination of Services and Agreement
Either Party may terminate the service by giving the other party 30 days written notice. Kernel reserves the right to discontinue our Services and ceasing to act without notice for any Client if any Client is or becomes an Excluded Person or engages in any illegal or barred activity.
All obligations of Kernel shall cease forthwith if the Client shall fail to observe these Terms and Conditions, fail to settle Kernel’s annual service invoice within prescribed deadline or if any Client is or becomes an Excluded Person or engages in any illegal or barred activity.
An Excluded Person includes those who have been imprisoned or found guilty of any criminal offence; Persons who have been proven to have acted in a fraudulent or dishonest manner in any civil proceedings; and Persons who have acted in any manner displaying moral turpitude.
Illegal or barred activities include illegal or other activities related to money laundering, receiving the proceeds of drug trafficking, terrorist activities or criminal activities and trading or conducting business with such sanction countries which have been excluded by banks and financial institutions from time to time.
An administration fee will be imposed based on Client’s request for change of administrator for offshore companies and/or change of Entity secretary.
All payments should be made payable to “Kernel Business Services Limited” or unless otherwise specified on the invoice issued by Kernel. All payment terms are on a COD basis unless credit has been arranged in advance and in writing by Kernel.
Where credit is granted, Kernel reserves the right to charge a monthly surcharge of 5% for any invoices that are not paid in accordance with the advised credit terms.
Kernel accepts payment made by cheque (accepts only HKD cheque issued from a HK bank), by transfer to Kernel’s designated bank accounts or any other payment methods as set out on our website from time to time. For all payments, particularly those made by bank transfer, sufficient details (remitter name, invoice number, payment amount and copy of bank payment slip/reference number) must be provided to Kernel by fax or email to help verify the payment. The remitter shall bear all bank charges involved with the payment and only net amount received by Kernel will be recognized. Any loss incurred because of Kernel being unable to identify the payment, whether consequential or otherwise, or additional costs, including bank charges, costs of reinstatement or restoration of companies will be the Client’s sole liability.
Payment and liability to Kernel are not dependent on third party payment to our Clients and therefore any default by any third party will not be accepted by Kernel as a reason for non-payment of our invoices.
Confirmation of purchase of our Shelf Companies are not returnable in any circumstances.
All our annual service fees are charged on an annual basis and non-refundable should the Client decided to withdraw their engagement during the service year. If Kernel decided to resign its services, the Client will be entitled to receive a refund of the annual fees paid based on a pro-rata basis.
All services performed based on Client’s instructions are subject to agreed service fees and the fees are non-refundable even should the Client decided not to proceed with the work ordered. If documents were already prepared, Kernel reserves the right to charge a handling fee for the cancellation of order.
Kernel will not divulge to any third party any information concerning the Entity, its Owners, its Directors and Shareholders, without the prior consent of the Owner. This clause is inapplicable when Kernel is compelled by law to disclose such information.
This Terms and Conditions shall be governed by and construed in all respects in accordance with the laws of Hong Kong. Any disputes arising in connection to the Terms & Conditions shall be settled in accordance to the laws of Hong Kong.