Advisory terms

These advisory terms were last updated on July 3, 2026.

Introduction and scope

These Terms and Conditions of Advisory Services (the ‘Terms’) govern the provision of China market entry consulting services by Shaeps ApS (‘Shaeps’), a company incorporated in Denmark.

These Terms, together with any Statement of Work executed between Shaeps and the client (‘Client’), form the complete agreement (the ‘Agreement’) for the provision of the Services.

The Client has full authority to enter this Agreement and doing so does not violate any other agreement or law.

Services and statement of work

Shaeps provides China market entry advisory services (‘Services’), including but not limited to market research, partner search and negotiation, company formation, government communication, and financing.

Each engagement requires a written Statement of Work (‘SOW’) that specifies the following:

Scope of Services: Specific deliverables and activities;

Success criteria: Clear milestones that constitute ‘Success’ (as described in clause 5);

Remuneration structure: Specification of Equity or Revenue Share, or hybrid arrangement (as described in clause 5);

Timeline: The expected timeframe for achieving Success;

Third-party costs: Estimated costs for which Client will reimburse Shaeps (government fees, registration fees, legal fees, etc.);

Client obligations: Specific information, access, or resources that the Client shall provide.

Changes to the SOW only become effective when both parties have agreed to them in writing.

Shaeps' obligations and rights

Shaeps shall perform the Services in accordance with reasonable professional service standards, which are expected of experienced China market entry consultants in accordance with the scope and timeline set out in the SOW.

Shaeps retains sole discretion over the selection, assignment, and replacement of personnel performing the Services.

Shaeps does not provide legal, tax, or accounting advice. The Client shall obtain independent professional advice for all legal, tax, and accounting matters. Shaeps does not guarantee government approvals, legal permissibility, or commercial outcomes. All advice is based on information available at the time and Shaeps’ understanding of current regulations and market conditions.

Shaeps is not responsible for the Client’s failure to obtain independent advice, nor for any errors or omissions in such advice.

Shaeps may perform the Services through or with the assistance of its subsidiary, Shaeps LEEMIAN Management Baoding Co. Ltd., or other qualified partners.

Shaeps remains fully responsible to the Client for the performance of the Services even if they are performed by a third party.

The Client’s obligations and rights

The Client shall provide accurate, complete, and timely information requested by Shaeps and respond within 10 business days (unless otherwise agreed) to Shaeps' requests for decisions, approvals, or clarifications.

The Client shall provide access to relevant personnel, documents, and systems as reasonably required.

The Client shall notify Shaeps immediately of any material changes to the Client's business, ownership or circumstances that could affect the engagement.

The Client shall comply with Shaeps' Acceptable Use Policy (available at shaeps.com/legal/acceptable-use-policy).

The Client shall obtain all necessary export licences or approvals if the Client's products or services are subject to export controls.

The Client shall ensure that the Client has all the necessary rights and licences for the intellectual property that the Client intends to commercialise in China.

The Client shall verify all of Shaeps’ advice and recommendations with independent advisors before relying on them.

The Client acknowledges that delays in their decision-making or provision of information may extend the timeline for achieving Success; result in missed regulatory deadlines or opportunities; or increase third-party costs.

The Client is responsible for all contractual relationships, negotiations and disputes with the Chinese partners that Shaeps has introduced to the Client.

The Client represents and warrants that its products or services, and technology comply with applicable export control laws; and that its products and services are properly classified under export control regulations.

The Client represents and warrants that it will: i) comply with all applicable anti-corruption laws; ii) not offer, promise, give, or authorise any payment or benefit to Chinese government officials or state-owned enterprise employees to obtain or retain business; and iii) report any solicitation of bribes to Shaeps immediately.

Success criteria

'Success' means that the Client has achieved operational readiness to conduct business in the Chinese market, as evidenced by the completion of milestones specified in the SOW such as:

Legal entity established in China and registered with Chinese authorities; all mandatory general and industry-specific licences or permits obtained (including business license, ICP licence for internet businesses, food safety permits, import licences, etc.);

Distribution or partnership agreements signed with at least one Chinese partner;

Required financing (equity, loans, etc.) established;

Office lease or virtual office (if permitted for business type) established, and warehouse/retail location secured (if applicable);

Minimum staffing levels have been achieved: at least one key employee has been hired or assigned; legal representative appointed (if applicable);

Chinese business bank account opened and operational;

Basic operational infrastructure in place: business communications (phone, email and WeChat Work); IT systems necessary for business operations; basic accounting and bookkeeping systems.

Shaeps submits to Client a written Success notice with confirmation and supporting documentation demonstrating completion of all Success criteria specified in the SOW.

The Client verifies and confirms completion within 10 business days of receiving documentation. If Client fails to raise reasonable objections within 10 business days Success is deemed verified.

If Client reasonably disputes Success achievement, both parties will work in good faith to resolve the dispute. If unresolved within 30 days, either party may pursue dispute resolution under clause 15.

Remuneration

Unless otherwise specified in the SOW, Shaeps operates on a ‘no cure, no pay’ basis whereby the Client pays no consulting fees until Success (as defined below) is achieved.

Upon verification of Success, Client shall remunerate Shaeps or its designated affiliate according to the structure specified in the SOW. The SOW will specify one of or a combination of the following remunerations:

An equity stake in the Chinese legal entity (‘Equity’) – of which 100% vests immediately – with standard minority shareholder protections (such as right to receive financial statements or tag-along rights) as specified in the SOW; and the Client’s right of first refusal to repurchase Shaeps' Equity at fair market value.

A share of Sales Revenue (‘Revenue Share’) generated by the Chinese entity over a period of 15 years from the date Success is achieved (or any other period as agreed in the SOW) with standard rights (such as quarterly payment and the right to audit Client's books to verify revenue figures).

In the event the Parties agree to the remuneration model specified in 6.2.2, ‘Sales Revenue’ is defined as:

i. All revenue arising from the sale of the Chinese legal entity’s products and services in China, calculated on a gross basis before deduction of any costs, which
ii. Excludes amounts corresponding to value added tax or similar sales taxes, customer refunds or credits, and realised or unrealised foreign exchange losses; and
iii. Includes revenue from all sales channels (including direct sales, distributors, resellers, e-commerce and any other agreed channels), irrespective of which party invoices, collects or receives the underlying amounts from customers.

The Client agrees that, upon Success, it shall issue the Equity in the Chinese legal entity directly to Shaeps LEEMIAN Management Baoding Co. Ltd., or pay the Revenue Share to Shaeps LEEMIAN Management Baoding Co. Ltd. designated bank account, as instructed in writing by Shaeps. Compliance with such instruction fulfils the Client's obligation to remunerate Shaeps under clause 6.

Upon termination of this Agreement:

No Equity or Revenue Share is due to Shaeps, if terminated before Success.

Any existing Equity or Revenue Share rights remain in effect if terminated after Success.

Reimbursement

The Client reimburses Shaeps for the following third-party company formation costs incurred on the Client's behalf:

Chinese government fees (business registration, licence applications);

Legal fees for Chinese counsel engaged for the Client's entity formation;

Accounting/audit fees for Chinese statutory requirements;

Notarisation and document authentication fees;

Translation costs for official documents.

The third-party company formation costs reimbursed under clause 7.1 shall be capped at a maximum amount of RMB 40,000. Should special permits or registrations be required, resulting in third-party costs that exceed the capped amount, Shaeps shall notify the Client of the additional amount prior to payment.

The Client shall not reimburse Shaeps’ own operational costs such as:

Internal overheads (office costs, salaries and equipment);

Travel costs for general business development;

Routine business expenses.

The reimbursement process shall be as follows:

Shaeps shall obtain the Client's prior approval for all reimbursable costs;

Shaeps and the Client shall agree in advance whether the Client will pay the costs in advance or be reimbursed by Shaeps after payment. If the Client shall be reimbursed, the Client shall reimburse Shaeps without undue delay;

Shaeps shall provide the Client with invoices and receipts (or equivalent documentation) for all third-party costs incurred on the Client’s behalf.

If the Client terminates the engagement before Success, and the reason is not a material breach by Shaeps, the Client shall pay all outstanding third-party cost reimbursements without delay.

If the Client fails to reimburse third-party costs within 60 days, Shaeps may suspend Services until payment is received.

Intellectual property

Client Deliverables can include market research reports, regulatory strategy documents, business plans and financial models; partner identification reports and due diligence summaries, client-specific marketing materials and localisation or any other deliverable the parties may agree.

Shaeps assigns all rights, title, and interest in the Client Deliverables to the Client. This assignment is conditional upon the Client fulfilling its remuneration obligations under clause 6. If this Agreement is terminated before Success, the assignment is revoked, and the Client shall cease using and return all Client Deliverables.

Shaeps retains the right to reference the project in its portfolio (with the Client's consent, which shall not be unreasonably withheld).

Shaeps retains all ownership of materials (such as templates, frameworks, methodologies and tools) that existed before this engagement or were developed for other clients.

The Client retains all ownership of the Client's trademarks, logos, and brand assets; product designs, patents, and inventions; proprietary software and technology; trade secrets and confidential information; and any other intellectual property.

Shaeps receives a limited licence to use the Client's intellectual property (trademarks, patents, etc.) solely for the purpose of performing the Services. This licence will terminate upon completion or termination of the engagement.

Non-solicitation and non-circumvention

This provision is intended to protect Shaeps' business relationships and network, which enable its 'no cure, no pay' compensation model.

For 12 months following termination, the Client will not directly solicit any directors or employees who provided Services under this Agreement, without Shaeps’ prior written consent.

For 24 months after termination, the Client will not circumvent Shaeps by directly engaging any local partner, service provider, government official, customer or other third-party stakeholder introduced or facilitated by Shaeps in connection with this Agreement, unless Shaeps has given prior written consent.

Confidentiality

'Confidential Information' means non-public information disclosed by either party, marked as confidential. It excludes information that is or becomes public through no fault of the receiving party ('Receiver’).

The Receiver will: i) use the Confidential Information solely in connection with this Agreement; ii) limit disclosure to its employees who need to know; iii) take reasonable care to maintain confidentiality; and iv) not use the other Party's Confidential Information for competing purposes.

The Receiver may disclose Confidential Information to external advisers who have signed confidentiality agreements, provided that the disclosing party ('Discloser’) is given prior written notice. The Receiver remains liable for any breach by such third parties.

The Receiver may disclose Confidential Information pursuant to a governmental or judicial order, provided that they promptly notify the Discloser in writing.

The Client shall take measures to share Confidential Information with Shaeps only when strictly necessary due to the nature of Shaeps assignment, which involves sharing information with third-parties.

Confidentiality obligations shall remain in force for a period of three years.

The Receiver shall return or destroy Confidential Information upon Discloser's request after termination; unless the Receiver is required by law to retain one copy for compliance purposes).

Liability and indemnification

Shaeps' total aggregate liability under this Agreement shall be limited to the fees paid by the Client to Shaeps in the 12 months preceding the claim or EUR 50,000, whichever is higher.

Notwithstanding clause 11.1, the liability cap shall not apply to liability arising from i) gross negligence or wilful misconduct, or ii) breach of confidentiality obligations under clause 10.

In no event shall either party be liable to the other for any indirect, consequential, or incidental damages, including lost profits or business opportunities.

The Client shall indemnify, defend and hold Shaeps harmless against any claims, losses, damages, liabilities, and costs (including legal fees) arising from i) the Client's breach of its representations, or ii) the commercial activities of the Client or its Chinese entity.

Term and termination

This Agreement commences on the date Client accepts these Terms by signing the SOW or accepting them electronically and continues until:

Success is achieved and all remuneration obligations have been fulfilled;

Earlier termination pursuant to this clause 12.

Either party may terminate this Agreement at any time for convenience by providing written notice as follows:

Prior to Success: Either party may terminate at any time with 60 days' written notice, subject to the remuneration terms in clause 6;

After Success: Neither party may terminate for convenience (except as provided in the SOW for buyout options) before all remuneration obligations have been fulfilled.

Either party may terminate immediately for cause upon written notice if the other party:

Materially breaches this Agreement and fails to remedy the breach within 30 days of receiving written notice (or immediately in the case of an irremediable breach);

Becomes insolvent, enters bankruptcy, or ceases business operations;

Continued performance would violate applicable law.

Force Majeure

Neither party is liable for failure to perform obligations due to events beyond reasonable control ("Force Majeure Event"), including acts of God (e.g. earthquakes, floods, typhoons, pandemics); international conflicts, terrorist activities, civil unrest and riots; government actions, issues relating to the internet, telecommunications or utilities that hinder communication with Chinese authorities or partners; and business closures or lockdowns that are mandated by the Chinese government.

In the event of a Force Majeure Event that continues for more than 90 consecutive days, either party may terminate this Agreement upon providing 30 days' written notice.

Claims of Force Majeure Event shall be notified and documented within five business days of the occurrence of a Force Majeure Event.

General terms

This Agreement (comprising these Terms and any applicable SOW) constitutes the full Agreement between the parties and supersedes all prior agreements, understandings, negotiations, and discussions (whether oral or written) relating to the Services.

In the event that any provision of this Agreement is deemed to be invalid, illegal or unenforceable, the remaining provisions will continue to be in full force and effect.

Formal notices under this Agreement shall be sent by email to the email addresses specified in the applicable SOW.

In providing the Services, Shaeps will process personal data on behalf of the Client. The parties agree that the Client is the Data Controller and Shaeps is the Data Processor as defined under applicable data protection law. The processing shall be governed by Shaeps' Data Processing Agreement (‘DPA’), which is incorporated into this Agreement by this reference. The DPA is available at shaeps.com/legal/data-processing-agreement or will be provided upon request. The Client acknowledges that the Services require transfers of personal data to China and that the Client, as Data Controller, is solely responsible for determining the lawful basis for such transfers.

Governing law and dispute resolution

This Agreement shall be governed by and construed in accordance with Danish law.

Any action or proceeding arising from or relating to these Terms shall be brought exclusively in the courts of Copenhagen, Denmark.

The Parties shall attempt to resolve any dispute amicably through good faith negotiations within 30 days.

If the dispute is not resolved within 30 days of negotiations commencing, it shall be finally settled by the courts of Copenhagen.

The proceedings shall be conducted in English.

Any judgment rendered by the courts of Copenhagen shall be final and enforceable in any jurisdiction.

Contact us

If you have any questions or comments about this Agreement, please contact us using the details below:

Shaeps ApS
Frederiksberg Allé 62, 4 tv
1820 Frederiksberg C
Denmark
CVR no. 35515291
Website: https://shaeps.com
Email: legal@shaeps.com