1. DEFINITION
For the purposes of this Agreement, and in conjunction with other defined terms referenced throughout the Agreement, the following terms shall have the meanings specified below:
“Client” means an individual or a company on behalf of which the individual are authorized to act to whom Borpsec shall be performing the services;
“Order Request” means a request/order You place with Us via the BCorpsec’s Website, Client Portal, Email and/or other means of communication;
“Website” means the website at https://bbcincorp.com/hk;
“Services” means the services provided in Clause 2 of this Agreement;
“Third Party” means, neither being You nor Us, any service providers, registered agents, partners, affiliates that BCorpsec help You to interact to provide the Services to; and/or any relevant parties of You or BCorpsec; and/or governmental bodies. The correct and appropriate interpretation of “Third Party” shall depend on the specific context in which it is used.
“Confidential Information” means any data or information that is provided by either You or Us during the interaction or Services implementation and not generally known to the public, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential;
“Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under this Agreement (e.g. acts of God, civil unrest, political situations etc.).
2. CONTENT AND SCOPE OF SERVICES
2.1. BCorpsec’s Services, including a wide range of business administration support services via our platforms that are either performed by BCorpsec and/or by Third Party who BCorpsec can help You to interact.
2.2. The scope of Services that can be changed from time to time, including:
- Incorporation and Ancillary services
- Company Secretary
- Banking Support
- Virtual Office/Registered Address service
- Taxation arrangement service
- Accounting and Auditing Arrangement service
- Other services ordered by Client that BCorpsec is able to provide from time to time
3. REQUEST ORDER AND SERVICE CONTRACT
Where You place an Order Request, Your Order Request constitutes an offer to Us to buy Our Services and is subject to acceptance by Us, in Our sole and absolute discretion. Following that, the Acceptance constitutes when the following requirements have been met:
- Your payment being successfully made as per recorded through Our system;
- Accurate and complete documents provided by You have been comprehensively evaluated by BCorpsec and assured to fit Our policies to provide Services to.
The business relationship will be formally established upon Our Acceptance. Each Order Request, once accepted by Us as stated, will become a service contract and will immediately create a binding contract between You and BCorpsec, incorporating this Agreement.
4. RIGHT TO REFUSE PROVIDING SERVICES
4.1. BCorpsec reserves the right to refuse any and/or all its Services to any Client without giving any reason or explanation thereto, and shall not, under any circumstances, be held responsible for such refusal.
4.2. Pursuant to the anti-money laundering and countering terrorism financing regulations, BCorpsec will not provide Services for Client who involves in unsupported industries including: Weapons dealing; Pornography/adult entertainment; Marijuana-related business; Money service business; Gambling-related business (e.g, casino); Money remittance and payment services; Tobacco business; Alcohol business; Debt collection business; Precious metal trading business; Oil and gas.
5. TIME OF CONDUCTING SERVICES
5.1. Time of conducting Services
The timeframe for providing Services is outlined on Our Website and corresponds to the Services package You select. However, any timelines mentioned for Services delivery are based on past activities during the normal course of Our business and presented only for illustration purposes. It shall not be understood as binding under any circumstances.
5.2. Depending on specific Services, the time required for conducting Services is calculated from the time when all of the following conditions are satisfied:
- The business relationship has been established upon Acceptance as per stipulated in Clause 3 of this Agreement; and
- For the Incorporation service only, the name check result has been released and approved for use to set up a new company.
5.3. You understand that the actual time required to deliver Services might be extended or differ slightly from the time listed on Our Website as unexpected and unforeseen events occur and that under no such circumstances will BCorpsec be held responsible or liable for failing to provide the Services within the specified timeframe, including but not limited to:
- Natural disasters (e.g., fire, flood, earthquake) or any Force Majeure Event;
- Client, Third Party or government system breakdown results in loss of communication or negatively affects the ability of any parties for conducting Services;
- The proposed company name in relation to the Incorporation service needs to be explained in detail or replaced with a new one if it’s not available.
5.4. In case You cannot adequately provide all documents required by BCorpsec which causes up to a 3-month suspension, both Parties agree and acknowledge that Your ordered Services are fully completed and You do not have any right to open a dispute as well as request a refund of paid fees.
6. FEES
6.1. General
The Client agrees to pay the fees charged by BCorpsec which can be found in the price list available on the Website and/or be informed to the Client. As a matter of clarification, the fees provided do not cover VAT/GST or any other applicable taxes and/or any additional fees arising in different circumstances as prescribed herein during the Services delivery.
BCorpsec reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be effective immediately without need for further notice to You. If You have purchased or obtained Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for the immediate subsequent usage/renewal of Services after the changes/modifications.
BCorpsec shall collect 100% of the total service fees from the Client in advance as one of the compulsory conditions for BCorpsec to provide the Services to the Client. In addition to the initial service fees collected, the Client agrees to pay any additional fees/expenses incurred from time to time given the following circumstances, including but not limited to:
- Additional fees charged by Third Party in their absolute discretion without BCorpsec’s interference or control, including but not limited to, late payment of Services’ fee or any fees that need to be paid for the Third Party within a specified time.
- Additional fees for the additional time/costs and attention that BCorpsec may incur in providing its Services to the Client, including but not limited to, fees for the purpose of handling issues that could not be anticipated and/or outside BCorpsec’s control, or for the performance of tasks that are out of the normal scope of its Services.
- Additional fees as part of the expenses arising out of compliance with the statutory obligations and requirements from the government, including but not limited to fees for convening or attending meetings of the directors, shareholders, or secretaries, calling or attending any extraordinary general meetings of the company, preparing and forwarding any notice or statement, and all other like expenses.
- Additional fees charged for recouping any and all costs and fees incurred by BCorpsec as the result of chargebacks or other payment disputes brought by You, Your bank, or Payment Method processor.
- Additional fees may be incurred in any other circumstances where deemed necessary for BCorpsec to provide the Services to the Client and/or take actions related to the performance of such Services to the best of its ability, which are considered to be of significant benefit to the Client and/or to BCorpsec.
These additional fees shall be billed to the payment method You have on file with BCorpsec. If for any reason BCorpsec is unable to charge Your payment for the full amount in relation to the Services provided, You agree that BCorpsec may pursue all available lawful remedies in order to obtain payment and/or immediate cancellation, without notice to You, of any Services registered or renewed on Your behalf.
6.2. Fines and Penalties
BCorpsec and You hereby acknowledge and agree that You shall bear full responsibility for the payment of any fees, fines, or penalties imposed by the competent authorities due to Your delay and/or failure, whether direct or indirect, in complying with the obligations set forth under the applicable laws and/or regulations, or as directed by such competent authorities. Your obligations under this clause are independent of, and in addition to, any aforementioned additional fees and Your responsibility to indemnify BCorpsec for any loss or damage incurred by BCorpsec or any Third Party arising from Your failure to comply with such obligations.
7. ADVANCE PAYMENT
7.1. For the sole purpose of convenience in Services use, the Client and BCorpsec have mutually agreed to treat the sum total of fees made by the Client as the Advance payment, provided that it meets the following circumstances:
- Expected to be used for the Services; and
- Having not been used.
Accordingly, the Client requests, and BCorpsec agrees, to retain and/or later deduct the Advance payment should the Client subsequently use the Services. For the avoidance of doubt, the Client is still accountable for paying any remaining fees when the existing Advance payment does not fully cover the total cost of that subsequent Services usage.
7.2. The Client can request BCorpsec to handle the valid Advance payment as desired by writing to Us. BCorpsec will process the Client's request under policies published on Our Website and applicable laws.
BCorpsec and You hereby acknowledge and agree that You shall bear full responsibility for the payment of any fees, fines, or penalties imposed by the competent authorities due to Your delay and/or failure, whether direct or indirect, in complying with the obligations set forth under the applicable laws and/or regulations, or as directed by such competent authorities. Your obligations under this clause are independent of, and in addition to, any aforementioned additional fees and Your responsibility to indemnify BCorpsec for any loss or damage incurred by BCorpsec or any Third Party arising from Your failure to comply with such obligations.
7.3. For the purpose of Clause 7.1 and Clause 7.2 above, BCorpsec hereby clarifies that
- The Advance payment shall be recorded as the Credit Note issued by BCorpsec. For the convenience of tracking, BCorpsec will adjust Your Credit Note accordingly with Your Services use(s) from time to time;
- Notwithstanding Clause 7.2 and to bring in line with the Refund Policy, the Advance payment shall be invalid and deemed fully forfeited after two (02) years from the time BCorpsec sends an official request/confirmation to refund to You (the "Term") yet at the end of the Term, there has been no response or confirmation of the refund from You. Along with it, the Parties acknowledge and agree to not making any complaints, claims, or lawsuits regarding the Advance payment.
8. PAYMENT TERMS
8.1. Payment Method
Except as prohibited in any product-specific agreement, You may pay for Services by utilizing any of the following Payment Methods:
Pay by bank transfer (T/T transfer):
By using BCorpsec’s Pay by bank Transfer option, You can purchase BCorpsec Services using Telegraphic Transfer (T/T) from Your personal or business bank account to one of the designated bank accounts of BCorpsec. In connection therewith, You agree to allow BCorpsec to debit the full amount of Your purchase from Your bank account.
You acknowledge and agree that (i) BCorpsec reserves the right to decline a transaction for any reason (including, but not limited to, payments that fail to go through as a result of Your bank account no longer existing or not holding available/sufficient funds) and (ii) in such event, BCorpsec shall not be liable to You or any Third Party regarding the same.
Pay by debit/ credit card:
BCorpsec uses Stripe/Airwallex payment gateway to process Your debit/ credit card transactions. By using BCorpsec’s Pay by Debit/Credit card option, You can purchase Services using debit/ credit cards of the following card issuers: Visa, Master, and American Express. In connection therewith, You agree to allow Stripe/Airwallex to debit the full amount of Your purchase from Your debit/ credit card.
It is Your responsibility to keep Your Debit/ Credit card current and funded. If for any reason that Stripe/Airwallex does not process Your transaction or is unable to withdraw the full amount owed for Your purchase, You agree that BCorpsec shall not be liable to You or any Third Party regarding the same. Following that, in order to continue to use BCorpsec’s Services, You have to take the remedies required by Stripe/Airwallex or use other alternatives to make this payment.
Further note that, Your Credit card statement might show the amount in HKD (Hong Kong Dollar) or USD (United States Dollar).
Pay by Wallex (Apple Pay/ Google Pay/ Alipay):
This form of payment using mobile payment systems, including Apple Pay, Google Pay, and Alipay, offers a fast, secure, and convenient way to process transactions and pay fees. By selecting the platform that best fits your digital device ecosystem, You can easily link Your card and make contactless payments directly from Your smartphone or device.
For Services that offer “Express Checkout”:
A click to the Express Checkout button will automatically place an order for the Services and charge the primary Payment Method on file for Your Account. Confirmation of that order will be sent to the email address on file for Your Account. Your Payment Method on file must be kept valid if You have any active Services in Your Account.
8.2. Currency conversion
The provided Services by BCorpsec is offered at product-level pricing in various currencies; however, the currency displayed when You pay service fee is HKD so there will be a difference due to the effect of time-to-time of exchange rates and Our rounding principles.
Transaction for Services utilized is processed primarily in HKD and a select number of the currency options displayed on this Website (“Supported Currency” or “Supported Currencies”). If the currency selected is a Supported Currency, then the transaction will be processed in the Supported Currency and the pricing displayed during the checkout process will be the actual amount processed and submitted to Your bank for payment. If the currency selected is not a Supported Currency, then the transaction will be processed in USD and the pricing displayed during the checkout process will be an estimated conversion price at the time of purchase. In either case (whether the currency selected is a Supported Currency or not), if the transaction is processed in a currency that differs from the currency of Your bank account, You may be charged exchange rate conversion fees by Your bank. In addition, due to time differences between (i) the time You complete the checkout process, (ii) the time the transaction is processed, and (iii) the time the transaction posts to Your bank statement, the conversion rates may fluctuate, and BCorpsec makes no representations or warranties that (a) the amount submitted to Your bank for payment will be the same as the amount posted to Your bank statement (in the case of a Supported Currency) or (b) the estimated conversion price will be the same as either the amount processed or the amount posted to Your bank statement (in the case of a non-Supported Currency), and You agree to waive any and all claims based upon such discrepancies (including any and all claims for a refund based on the foregoing). In addition, regardless of the selected currency, You acknowledge and agree that You may be charged Value Added Tax (“VAT”), Goods and Services Tax (“GST”), or other localized fees and/or taxes, based on Your bank and/or the country indicated in Your billing address section.
For ease of use and comparison, We also offer all prices listed in 6 different currencies including: AUD, EUR, GBP, HKD, SGD and USD. The amount is exchanged for HKD and will be rounded to the tens.
The table below shows the current conversion rate in use:
| Currency pair | Rate |
|---|---|
| EUR/HKD | 8.15 |
| USD/HKD | 7.86 |
| GBP/HKD | 9.79 |
| AUD/HKD | 5.08 |
| SGD/HKD | 5.79 |
| SGD/USD | 0.76 |
| EUR/SGD | 1.42 |
| GBP/SGD | 1.71 |
The actual amount charged in your favored/local currency might differ slightly from the amount listed on our website as the currency conversion rate by the time payment is made is determined by your bank and/or your card issuer.
9. REFUND
The refund arising from/in connection with this Agreement in relation to the performance of Services shall comply with the Refund Policy that is public on the Website of BCorpsec from time to time, unless otherwise agreed by the Parties in writing.
We shall inform you of the net amount of refund should the refund matter emerge. If the refund is processed in a currency other than HKD, the conversion rate applied at the time We transfer the refund may differ from the rate in effect at the time You made the original payment for the Services. As a result, the amount eventually received by You may be different due to any fluctuations in the exchange rate. Following that, You agree to waive any and all claims based upon such discrepancies.
10. WARRANTIES AND REPRESENTATION
In order to give out the performance to the best possible extent, Client warrants and represents that:
10.1. Client shall provide BCorpsec with information as BCorpsec considers necessary for the due diligence process and/or for the performance of Services in order to ensure that You and/or Your Company complies with applicable legislations, including but not limited to, on anti-money laundering and countering terrorism financing. The Client is solely responsible for proactively ensuring that the information provided to BCorpsec, through whichever methods and it whichever phase of the performance of the Services, is explicit, correct, complete, and up-to-date for any changes arising as soon as possible. To avoid no doubt, BCorpsec have no obligation to monitor and/or keep You comply with Your responsibilities set out in this clause;
To be specific, the information provided includes but is not limited to the information of and/or related to the Company and/or its beneficial ownership, shareholding and officers stated either in the Order Form or any other documentation.
10.2. In relation to Clause 10.1., the Client hereby authorizes BCorpsec to share any information provided by the Client or information pertaining to the Client obtained by BCorpsec with BCorpsec’s Third Party for the purpose of providing the Services;
10.3. Client shall comprehend and fully adhere to all requirements and obligations imposed by the resident state's laws governing outward investment management and personal data protection, including but not limited to personal data transfers outside the territory, as applicable from time to time.
10.4. Client represents to BCorpsec that assets or funds introduced to You or the Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity.
10.5. Client shall give BCorpsec full permission to access to Client’s accounts to different platforms, either accounts being provided by BCorpsec or by BCorpsec’s Third Party provided in relation to the implementation of the Services provided;
10.6. Subject to Clause 17 of this Agreement, Client shall be contactable at all times through means of communication registered with BCorpsec in order for BCorpsec to reach out for the purposes of Services delivery; comply with applicable legislation or authority's requests; and other purposes related to or arising out of;
10.7. Client shall comply with all of the obligations set out in applicable laws, related Authorities and/or BCorpsec’s terms and regulations set out in this Agreement and other published or exclusive agreements/regulations. Both Parties acknowledge and agree that any failure to comply and execute Client’s obligations set forth herein shall affect the continuity of Services provision by BCorpsec to the Client, including suspending the Services or terminating the business relationship as deemed reasonably and necessarily by BCorpsec’s sole discretion.
10.8. Client shall, at all times, keep BCorpsec harmless from any of Client’s actions or omission to actions, activities, claims, misconduct, violations (if any) to the regulations, the laws, to any other Third Party and/or the competent authorities.
BCorpsec reserves the right to take all possible action to mitigate any liabilities which may arise, either for BCorpsec or Client, as a result of any Client’s failure to represent and guarantee as set forth in this Agreement.
11. SUSPENSION AND TERMINATION OF THE AGREEMENT AND/OR SERVICES
11.1. You may request the suspension or termination of the Agreement and/or the performance of services, including requesting BCorpsec to transfer the management of the company to a third party, such as another agent or corporate service provider, or to liquidate the company. In such cases, BCorpsec will process Your request provided that all outstanding disbursements, expenses, and/or fees (including, but not limited to, government fees, duties, taxes, third-party disbursements, nominee directors' or shareholders' fees, transfer fees, etc.) have been fully and accurately paid, unless otherwise required by the relevant authorities or applicable legislation.
11.2. Notwithstanding any provisions outlined in this Agreement and/or other agreements or policies, BCorpsec reserves the right to unilaterally and immediately terminate the Agreement and/or suspend the Services provided to the Client, as well as to take any actions that may directly or indirectly lead to such suspension or termination, at any time deemed appropriate at BCorpsec's discretion, without the obligation to provide prior notice under any circumstances. For the avoidance of doubt, BCorpsec shall not be liable for any damages or losses resulting from such termination and/or suspension.
12. RENEWAL SERVICE
In order to ensure that You do not experience an interruption or loss of Services, BCorpsec offers an automatic renewal option for specific Services. The automatic renewal option automatically renews the applicable Services for a renewal period equal in time to the most recent Services period. While the details of the automatic renewal option vary from service to service, the Services that offer an automatic renewal option treat it as the default setting. Therefore, unless You disable the automatic renewal option, BCorpsec will automatically renew the applicable Services when it comes up for renewal and will take payment from the payment method You have on file with BCorpsec at BCorpsec’s then-current rates, which You acknowledge and agree may be higher or lower than the rates for the original service period. You may enable or disable the automatic renewal option at any time. However, should You elect to disable the automatic renewal option and fail to manually renew Your Services before they expire, You may experience an interruption or loss of Services, and BCorpsec shall not be liable to You or any Third Party regarding the same.
For automatic renewal option, BCorpsec may participate in “recurring billing programs” or “account updater services” supported by Your credit card provider (and ultimately dependent on Your bank’s participation). If You are enrolled in an automatic renewal option and we are unable to successfully charge Your existing payment method, Your credit card provider (or Your bank) may notify Us of updates to Your credit card number and/or expiration date, or they may automatically charge Your new credit card on Our behalf without notification to Us. In accordance with recurring billing program requirements, in the event that We are notified of an update to Your credit card number and/or expiration date, BCorpsec will automatically update Your payment profile on Your behalf. You acknowledge and agree that it is Your sole responsibility to modify and maintain Your account settings, including but not limited to (i) setting Your renewal options and (ii) ensuring Your associated payment method(s) are current and valid. Further, You acknowledge and agree that Your failure to do so, may result in the interruption or loss of Services, and BCorpsec shall not be liable to You or any Third Party regarding the same.
13. LIMITATION OF LIABILITY
13.1. The Parties acknowledge and agree to the full extent of BCorpsec's obligations and liabilities to You regarding the Services as stipulated in this Agreement. Accordingly, You acknowledge and agree that BCorpsec (together with its officers, directors, employees, representatives, affiliates) and/or BCorpsec’s Third Party shall not be liable to You for any losses and liabilities whatsoever arising out of or in connection with:
- Your use of or reliance on the Services made available via this Website and other platforms of BCorpsec and/or the Services provided by Third Party;
- The failure to perform the Services emerged from Force Majeure Event and/or any unforeseen circumstances that fundamentally prevent BCorpsec and/or any of BCorpsec’s Third Party in providing the Services to the Client;
- The damages, penalties, consequences that is result of Your failure to comply with Our instructions and/or Third Party’s instructions and requirements to support the process of Services implementation, including but not limited to failing in periodically providing and updating fully and correctly the documents and informations, failing to be available to contact promptly when necessary;
- Any inaccuracy or other defect in any document or information You supply;
- Any failure to provide the Services arising out of or in connection with Your breach of this Agreement or which otherwise relates to Third Party; and
- Transaction or relationship between You and any Third Party including but not limited to other service providers, bank, payment gateway, etc for which You have utilized Our Services.
13.2. In order to avoid any doubt, if BCorpsec is ever found to be liable to You under this Agreement, BCorpsec’s liability will be to You only and not Your subsidiaries, affiliates or any Third Party You deal with. Subject to this Agreement and to the extent permitted by law, Our maximum aggregate total liability to You arising from or in relation to this Agreement shall not exceed the service fee that We collect from You.
14. INDEMNITY
You acknowledge and agree that You shall fully indemnify BCorpsec and Our affiliate, employees, agents, directors, shareholders, officers, and Third Party against any and all claims, losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:
- Your use of the Services;
- Our provision of the Services in connection with any Third Party; and
- Our use of any and all information that You submit to Us via the Website/other platforms/methods throughout the implementation of Services.
For the avoidance of doubt, this clause shall survive any termination or suspension of this Agreement, the business relationship between You and BCorpsec, and/or the Services.
15. INTELLECTUAL PROPERTY RIGHT
You acknowledge and agree that BCorpsec shall retain and reserve all right, title, and interest in and to any and all intellectual property, including but not limited to patents, content, copyrights, articles, content, trademarks, trade names, trade secrets, designs, brands, logos, software, domain names, and any other proprietary materials (whether registered or unregistered, and whether in electronic form or otherwise) (the "Intellectual Property") created, developed, or owned by BCorpsec. You further acknowledge and agree that BCorpsec is the sole and exclusive owner of all such Intellectual Property, and nothing in this Agreement shall be construed as transferring any right, title, or interest in the Intellectual Property to you, nor shall it grant you any rights to reproduce, modify, distribute, display, disclose, or otherwise use, exploit, or take any action in any form or by any means with respect to BCorpsec's Intellectual Property, unless expressly permitted in writing by BCorpsec.
Any violation or attempt to violate any restriction set forth in this clause during Your use of the Website and/or Services, whether directly or indirectly, and regardless of whether such violation causes actual damage, shall render you liable to BCorpsec and/or any relevant Third Party for any claims, damages, losses, and indemnification obligations as outlined in this Agreement, and may subject you to further legal action in accordance with applicable laws.
16. RIGHTS OF ACCESSIBILITY
The Parties acknowledge and agree that BCorpsec shall have the right to open, access, scan, print, archive and/or take necessary steps for the purpose of carrying out its responsibilities as prescribed in this Agreement the documentations, including but not limited to documents, invoices, receipts, administrative documents that are sent to BCorpsec’s address from the authorities, governments and/or any other Third Party and BCorpsec receives on behalf of the Client, except for goods, merchandise and/or any items that are, up to BCorpsec’s consideration and assessment, not relevant ort affect BCorpsec’s provision of Services and/or not bring up to BCorpsec any other responsibilities.
In the event that, after three (03) months from the date BCorpsec notifies You of the receipt of such documentation, no response or action is received from You (e.g., providing instructions for BCorpsec to deliver and/or archive the documentation, etc.), BCorpsec shall have no obligation towards You arising from or in connection with the documentations. In such a case, BCorpsec shall have the right, at its discretion, to process the documentations, which may include the irrevocable destruction of any documentation received if the case be, without being deemed violated any clause in this Agreement or holding any liability to You.
17. COMMUNICATION
17.1. The Client and BCorpsec may send to each other instructions, notices, documents or any other communication by mail, email or by fax, PROVIDED ALWAYS, that BCorpsec may send fee notes by email message attachment. The Client and BCorpsec shall keep all instructions, notices, documents or any other communication as a matter of proof.
For further clarification, regarding the need of sending communication in hard copy, it shall be addressed, if to BCorpsec, at its registered office or at such other address as BCorpsec may, by notice in writing, notify to the Client from time to time and, if to the Client, at his/her address or at such other address as the Client may, by notice in writing, notify to BCorpsec and be verified from time to time, including holding mail instructions that shall be agreed upon in writing.
17.2. In order for both Parties to proceed and comply with the duties set forth in this Agreement, BCorpsec requires and the Client agrees to keep the information and/or means of communication, including but not limited to the Client’s address, email address, phone numbers, or those of any individual/corporation that the Client may have provided in relation to the provision of the Services, accurate, accessible, contactable, and up-to-date at all times.
17.3. The Client acknowledges and agrees that, for the specific obligations/requirements enacted by the government/applicable laws that directly affect Company’s continued good standing, BCorpsec shall deliver to the Client any latest information incurred therewith through registered email addresses provided by the Client as the major and official means of communication. Accordingly, both Parties contend with the following:
- BCorpsec has successfully delivered the email to You at the time We send the email;
- BCorpsec has no control over the Client’s receipt of such email;
- BCorpsec hereby disclaims all liability towards Client for any controversy, possible risks, losses or damages, penalties, fines, or any other liabilities arising in all circumstances, including the information transmission and the Client’s failure to respond and/or take actions after receipt.
18. CONFIDENTIALITY
Except where the Parties have a separate agreement in this regard, both Parties agree that they shall comply with the Confidentiality obligations with the Confidential Information provided to each other, as follows:
- Keep the other Party’s Confidential Information strictly confidential; and
- Not disclose the other Party’s Confidential Information to any Third Party without the other Party’s prior written consent, except for the circumstances where BCorpsec need to disclose to the relevant services providers the Confidential Information for the purpose of Services implementation.
The restriction of Confidentiality obligations does not apply to the circumstances where there is a requirement of law and/or regulation, by any judicial or governmental authority order or requests.
19. PUBLICATION ON WEBSITE
To promote and facilitate Our Services, BCorpsec communicates with Client through various means and periodically publishes news, articles, posts, newsletters, and brochures to disseminate the latest information relevant to Our Services. This might non-exclusively include updates on news, trends, comments, obligations, and requirements for each region We serve. Therefore, BCorpsec encourages Client to regularly check the information published on Our Website to enhance the efficiency of assistance and cooperation between the Client and BCorpsec. This also helps address compliance with country-specific obligations and minimizes unintended risks, losses, and damages that may arise from non-compliance.
20. GENERAL PROVISION
20.1. While BCorpsec endeavors to provide true and correct information on all its Services, BCorpsec is not providing legal and/or tax advice and shall not be liable for any consequences whatsoever resulting from Client's actions or inaction based on such provided information. The Client is responsible for ensuring that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that any actions Client conducts will not breach the law of any relevant jurisdictions.
20.2. To execute the Services, BCorpsec reserves the right to engage subcontractors who are within its authority.
20.3. The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the Agreement of the Parties as otherwise set forth herein. Each provision in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
20.4. Both Parties acknowledge and agree that the Legal Agreement may be amended at any time at BCorpsec discretion and shall be validated and applied immediately at the time it is amended to the Client when You use Our Website and/or purchasing Our Services.
20.5. Both Parties acknowledge and agree to comply with their obligations set out in this Agreement, other published policies of BCorpsec on Website, any other agreements/contracts, any statutory obligations and requirements as per the applicable laws, including but not limited to the personal data protection matters.
20.6. The Client shall not assign, transfer partly/fully Client’s rights, benefits or obligations under this Agreement and under the Services implementation process without BCorpsec’s written approval.
20.7. This Agreement and the business relationship arising during the execution of the Services between the Parties shall be governed by, and construed in accordance with, the laws of Hong Kong. In the event any dispute arises among the Parties relating to the matter related to this Agreement and the Services provided, such dispute shall be first amicably settled by negotiation between the Parties before being submitted to the Court of the Hong Kong Special Administrative Region of the People's Republic of China which shall have exclusive jurisdiction over such dispute.
