This Legal of Agreement On Using Service (this “Agreement”) is entered into by and between BBCIncorp Limited, a Hong Kong company (“BBCIncorp”) and you, and is made effective as of the date of BBCIncorp receives complete and accurate customer's documents requested by BBCIncorp. This Agreement sets forth the terms and conditions of your use of BBCIncorp’s Services (the “Services”).
Your acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with (i) BBCIncorp’s Universal Terms of Service Agreement, and (ii) any plan limits, product disclaimers or other restrictions presented to you on the BBCIncorp website (this “Site”), both (i) and (ii) of which are incorporated herein by reference.
1. PURPOSE AND SCOPE OF APPLICATION
2. CONTENT AND SCOPE OF SERVICES
Incorporation and Legal Ancillary Services
a. BBCIncorp serves as a professional intermediary that provides consulting services utilizing IT-based platforms. Service quality and customer care are strikingly the firm’s central focus. BBCIncorp has built up strong connections with many locally authorized service providers, lawyers, and experienced CPAs to assist the clients with incorporation as well as other ancillary services specified on the website of BBCIncorp (bbcincorp.com). With a large-scale network of global serviced jurisdiction and qualified resources, the firm can well match different levels of business demands.
Certain terms, namely Unipro Consulting, Vistra, OCRA, NWMS, etc. as to be specified in the firm’s order forms, corporate documents, therefore, are a part, or full brand name of relevant licensed service providers/partners of BBCIncorp.
b. All Legal Ancillary Service will be provided on the basis of a specific agreement between the Client and the relevant provider of the Additional Services, except for seals, stamps and logos, notarization and Apostille.
BBCIncorp can perform the service of assistance in relation to the opening of a bank account for the Client. In this framework, BBCIncorp may propose to the Client a list of banks, but it is the Client who is responsible for the choice of the bank. The Client may choose a bank either among the list of banks provided by BBCIncorp or a third party bank (“Bank”). The successful setting-up of complementary services such as credit cards, checkbooks or Internet banking access is not guaranteed and is offered “as is”.
3. RIGHT TO REFUSE PROVIDING SERVICES
4. LEGAL ADVICE
5. ANTI-MONEY LAUNDERING AND COMBATING TERRORISM FINANCING
6. REQUIRED INFORMATION/DOCUMENTS FOR VIRTUAL OFFICE SERVICE & RELATED NOTICES
a. a copy of the proof of identity of the Client;
b. a copy of the signed status of the Client’s company (by-laws and Articles of Associations);
c. a copy of the Register of Directors of the Client’s company;
d. a copy of the Certificate of Incorporation of the Client’s company;
e. a postal proxy;
f. and in any event, to immediately inform BBCIncorp of any changes relating to the documents mentioned above, its legal form and its corporate purpose, as well as any changes pertaining to the name and personal address of the persons who have the power to bind the company.
The Client agrees to pay the fees charged by BBCIncorp. BBCIncorp schedule of fees can be found in the price list available on the website of BBCIncorp (www.bbcincorp.com). In addition to the fees mentioned on the website, the Client agrees to pay any out-of-the-pocket expenses in particular, but not limited to, those incurred in convening or attending meetings of the directors, shareholders or secretaries, calling or attending any extraordinary general meetings of the company, preparing any forwarding any notice or statement and all other like expenses.
BBCIncorp will collect 100% of the total service fee of the customer’s order at the beginning, we will refund the full deposit to the customer in case we cannot provide/delivery services or other cases that meet requirements in the Refund Policy which is public on the BBCIncorp’s website from time to time.
BBCIncorp expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and 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 renewal.
The Client shall owe BBCIncorp a one-time set-up fee for enabling the foundation of a Company in addition to the annual fees. The set-up fee varies according to the jurisdiction and includes a company head office (address), a registered agent and all the documents required for the company to be fully operational from the first day of registration, i.e.: the Certificate of Incorporation issued by the local Registrar; the Memorandum and Articles of Association; the resolution relating to the nomination of director and the distribution of shares; and the share certificate(s). The annual fee is a one-time charge per year paid upon registration or renewal of registration. It includes the ongoing verification that the company complies with local laws as well as the renewal of the head office, of the registered agent and of the governmental charges from the jurisdiction in question.
The annual fee is non-refundable.
The Client shall owe BBCIncorp all other fees such as government fees, duties, taxes and other third party disbursements together with nominee directors or shareholders fees and transfer fees, including disbursements and any out-of-pocket expenses. The Client acknowledges the right of BBCIncorp to review annual fees.
The Client shall owe BBCIncorp a one-time fee for its service regarding the opening of a bank account. This set-up fee can be changed at any time without prior notice. The set-up fee is quoted in US Dollars (USD). The client will pay the set-up fee before BBCIncorp begins the performance of the service.
The Client is expressly informed that BBCIncorp may receive from the Bank finder’s fees or retrocession of the banking fees requested from the Bank in connection with the activity of the account (such as inter alia fiduciary deposit commissions, net brokerage fees, securities administrations fees, in-house discretionary management mandate fees). The amount of such retrocession will have no effect on the banking fees. By accepting the present Terms of Business, the Client expressly renounces to claim the payment of such retrocession. The Client is free to request from BBCIncorp any available information on the nature, amounts or whatsoever related to the retrocession.
Virtual Office Service
a. Taxes and duty charges: The Client agrees to pay promptly (i) all sales, use, excise and any other taxes and license fees which the Client is required to pay to any governmental authority (and, at BBCIncorp’s request, will provide to BBCIncorp evidence of such payment) and (ii) any taxes paid by BBCIncorp to any governmental authority that are attributable to the accommodation, where applicable, including, without limitation, any gross receipts, rent and occupancy taxes, tangible personal property taxes, stamp tax or other documentary taxes and fees.
b. Service Retainer/Deposit: The Client will be required to pay a service retainer/deposit equivalent to two months of the monthly fee (plus VAT/Tax where applicable) upon entering into this Agreement unless a greater amount is specified on the front of this Agreement. This will be held by BBCIncorp without generating interest as security for the performance of all the Client’s obligations under this Agreement. The service retainer/deposit, or any balance after deducting outstanding fees, and other costs due to BBCIncorp, will be returned to the Client after the Client has settled their account with BBCIncorp and funds have cleared. BBCIncorp may require the Client to pay an increased retainer/deposit if outstanding fees exceed the service retainer/deposit held and/or the Client frequently fails to pay BBCIncorp’s fees when due.
c. Registration Fee: The Client will be charged a one-time registration fee. This fee is listed in the House Rules.
d. Late payment: If the Client does not pay fees when due, a fee will be charged on all overdue balances. This fee will differ by country and is listed in the House Rules. If the Client disputes any part of an invoice the Client must pay the amount not in dispute by the due date or be subject to late fees. BBCIncorp also reserves the right to withhold services (including for the avoidance of doubt, denying the Client access to its accommodation, where applicable) while there are any outstanding fees and/or interest or the Client is in breach of this Agreement.
e. Insufficient Funds: The Client will pay a fee for any returned cheque or any other declined payments due to insufficient funds. This fee will differ by country and is listed in the House Rules.
f. BBCIncorp will increase the monthly virtual office fee each and every anniversary of the start date of this Agreement by a percentage amount equal to the increase in the All Items Retail Prices Index, or such other broadly equivalent index which BBCIncorp substitutes provided that if the foregoing increase is not permitted by applicable law, then the monthly virtual office fee shall be increased as specified in the House Rules. This will only apply to agreements that have an original start and end date constituting more than a 12-month term.
g. Standard services: The monthly fee and any recurring services requested by the Client are payable monthly in advance. Unless otherwise agreed in writing, these recurring services will be provided by BBCIncorp at the specified rates for the duration of this Agreement (including any renewal). Specific due dates will differ by country and are listed in the House Rules. Where a daily rate applies, the charge for any such month will be 30 times the daily fee. For a period of less than a month the fee will be applied on a daily basis.
h. Pay-as-you-use and Additional Variable Services: Fees for pay-as-you-use services, plus applicable taxes, in accordance with BBCIncorp’s published rates which may change from time to time, are invoiced in arrears and payable the month following the calendar month in which the additional services were provided. Specific due dates will differ by country and are listed in the House Rules.
i. Discounts, Promotions and Offers: If the Client benefited from a special discount, promotion or offer, BBCIncorp may discontinue that discount, promotion or offer without notice if the Client breaches these terms and conditions or becomes past due on two or more occasions.
Incomplete the payment
If for any reason BBCIncorp is unable to charge your payment for the full amount owed for the Services provided, you agree that BBCIncorp 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.
BBCIncorp reserves the right to charge you a reasonable “administrative fee” and/or “processing fee” for (i) tasks BBCIncorp may perform outside the normal scope of its Services, and/or (ii) additional time/costs BBCIncorp may incur in providing its Services, and/or fees that arise from your non-compliance with this agreement (as determined by BBCIncorp in its sole and absolute discretion or by the laws). Typical administrative or processing fee scenarios include, but are not limited to (i) customer service issues that require additional personal time or attention; (ii) recouping any and all costs and fees, including the cost of Services, incurred by BBCIncorp as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These additional fees shall be billed to the payment method you have on file with BBCIncorp.
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”: (i) by Bank T/T transfer (ii) via debit/ credit card of the following card issuers: Visa, Master, American Express (as defined below).
(i) Pay by bank transfer (T/T transfer)
By using BBCIncorp’s Pay by Bank Transfer option, you can purchase BBCIncorp Services using Telegraphic Transfer (T/T) from your personal or business bank account to one of the designated bank accounts of BBCIncorp. In connection therewith, you agree to allow BBCIncorp to debit the full amount of your purchase from your bank account.
You acknowledge and agree that (i) BBCIncorp 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, BBCIncorp shall not be liable to you or any third party regarding the same.
(ii) Pay by debit/ credit card
BBCIncorp uses Stripe payment gateway to process your debit/ credit card transactions. By using BBCIncorp’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 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. You acknowledge and agree that (i) Stripe 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 debit/ credit card no longer existing or not holding available/sufficient funds) and (ii) in such event, neither Stripe nor BBCIncorp shall be liable to you or any third party regarding the same. If for any reason Stripe is unable to withdraw the full amount owed for your purchase, you agree that Stripe and BBCIncorp may pursue all available lawful remedies in order to obtain payment.
(iii) For Services that offer “Express Checkout”, clicking the Express Checkout button will automatically place an order for that Service 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 service by BBCIncorp is offered product-level pricing in various currencies; however, transaction processing is supported only in HKD (Hongkong dollars) and a select number of the currency options displayed on this Site (“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 U.S. dollars 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 BBCIncorp 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. Rates are derived from the mid-market rate, which is the mid-point between the “buy” and “sell” rates from global currency markets. Reference used for mid-market rate is at: https://finance.yahoo.com/currency-converter
The table below shows the current conversion rate in use:
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.
Your Credit card statement might show the amount in HKD (Hong Kong Dollar).
This term only applies to the Debit/Credit Card payment method.
9. TIME OF CONDUCTING SERVICES
- Full payment for services has been settled
- Receive All documents required for delivering services in a complete and eligible manner.
- For the incorporation service, the name check result has been released and approved for use to set up a new company.
- Natural disasters e.g fire, flood, earthquake or any force majeure cases.
- Client, agent or government system breakdown results in loss of communication or negatively affects the ability of any parties for conducting service.
- The proposed company name needs to be explained in detail or replaced with a new one if it’s not available.
10. AUTOMATIC RENEWAL SERVICES
11. COMMUNICATION AND INSTRUCTIONS
12. LEGAL INCAPACITY
Incorporation Service, Legal Ancillary Services and Banking Support
BBCIncorp cannot be held responsible if the Legal Ancillary Services cannot be set up. BBCIncorp’s liability regarding Legal Ancillary Services is strictly limited to a duty of care in the selection, instruction and supervision of its affiliated companies or any other third parties.
Damage or loss resulting from the use of postal services, telegraph, telex, fax, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless BBCIncorp has acted with gross negligence. This paragraph applies also to the Standard Virtual Office, Virtual Office Premium, and Virtual Office Full services.
In the specific case of a bank account opening support, BBCIncorp is a third party in the relationship between the Bank and the Client. Therefore, under no circumstance can BBCIncorp be held responsible for the relationship between the Bank and the Client. BBCIncorp has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.
Virtual Office Service
The service sections related to the virtual office
– Comply with House Rules: The Client must comply with any House Rules that BBCIncorp imposes generally on users of the designated Center. Such rules are developed and/or imposed to protect the Client’s use of the designated Center for work. The House Rules vary from country to country and from Center to Center and these can be requested locally.
– Bringing this Agreement to an end: Either BBCIncorp or the Client can terminate the service sections related to the virtual office at the end date stated in it, or at the end of any extension or renewal period, by giving at least three months of written notice to the other. However, if this section of service, extension or renewal is for three months or less and either BBCIncorp or the Client wishes to terminate it, the notice period is two months or (if two months or shorter) one week less than the period stated in this section of service/Agreement.
– Ending this Agreement immediately: To the maximum extent permitted by applicable law, BBCIncorp may put an end to the service sections related to the virtual office immediately by giving the Client notice and without the need to follow any additional procedure if (a) the Client becomes insolvent, bankrupt, goes into liquidation or becomes unable to pay its debts as they fall due, or (b) the Client is in breach of one of its obligations which cannot be put right, or (c) its conduct, or that of someone at the Center with its permission or invitation, is incompatible with ordinary office use which shall be determined at BBCIncorp’s sole discretion.
– If BBCIncorp puts an end to this section of service for any of these reasons it does not put an end to any outstanding obligations, including the payment of any additional services used as well as the monthly fee for the remainder of the period for which the section of service would have lasted if BBCIncorp had not ended it.
– If the Center is no longer available: In the event that BBCIncorp is no longer able to provide the services at the designated Center stated in the service sections related to the virtual office then this section of service will end and the Client will only have to pay monthly fees up to the date it ends and for the additional services the Client has used. BBCIncorp will try to find a suitable alternative for the Client at another designated Center.
– Client Representation of BBCIncorp Employees: Throughout the duration of the service sections related to the virtual office, Client agrees that neither Client, nor any of Client’s partners, members, officers or employees will represent, or otherwise provide legal counsel to, any of BBCIncorp current or former employees in any dispute with, or legal proceeding against, BBCIncorp, or any of BBCIncorp’s affiliates, members, officers or employees.
– Notices: All formal notices must be in writing to the address first written on the front page of the Agreement. It is the Client’s responsibility to keep their address of record up to date with the designated Center at all times.
– Enforcing this Agreement: The Client must pay any reasonable and proper costs including legal fees that BBCIncorp incurs in enforcing this service sections related to the virtual office.
13. DURATION, TERMINATION, SUSPENSION OF SERVICES
a. Incorporation services and Legal Ancillary Service
Duration: Any Agreement for the operation of a company is for one complete year.
Termination: In the event that the Client terminates the Agreement or requests BBCIncorp to transfer the management of the Company to another agent or corporate service provider or to liquidate the Company, BBCIncorp will not transfer or liquidate the Company until all outstanding disbursement, expenses and/or fees (including but not limited to, government fees, duties, taxes and other third party disbursements together with nominee directors or shareholders fees and a transfer fee …) have been paid in full.
BBCIncorp may refuse to forward to the Client the corporate documents relating to the Company as long as the mentioned mandate agreement is not signed.
b. Banking Support
The service ends with the opening of the account by the Bank/the Client use up all times to apply to open a bank account corresponding to the package of service. All relations thereafter are between the Client and the Bank.
c. Virtual Office Service:
The service sections related to the virtual office last for the period stated in them and then will be extended automatically for successive periods equal to the current term but no less than 3 months (unless legal renewal term limits apply) until brought to an end by the Client or By BBCIncorp. All periods shall run to the last day of the month in which they would otherwise expire. The fees on any renewal will be at the then-prevailing market rate.
The Client must not carry on a business that competes with BBCIncorp’s business of providing serviced office accommodations, virtual offices or its ancillary services.
The Client’s name and address: The Client may only carry on that business in its name or some other name that BBCIncorp previously agrees.
Use of the Center Address: The Client may use the designated Center address as its business address. The Client is not permitted to use the address of the designated Center as their registered office address unless permitted by law and by BBCIncorp and (if relevant) by local compliance rules. Any other uses are prohibited without BBCIncorp’s prior written consent.
16. TITLES AND HEADINGS
17. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
BBCIncorp Limited in Hong Kong
Registered No: 2508698
D-U-N-S Number 664611652.
Room 9, 4F, Beverley Commercial Centre, 87-105 Chatham Road South, Tsim Sha Tsui, Kowloon, Hong Kong
(+852) 8192 8666
BBCIncorp Pte. Ltd. in Singapore
68 Circular Road, #02-01 Singapore (049422), Singapore
(+65) 3138 1666