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 electronic acceptance. This Agreement sets forth the terms and conditions of your use of BBCIncorp’s Services (the “Services”).
Your electronic 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
These Terms of Business are intended to govern the business relations between BBCIncorp Limited (BBCIncorp) and its clients (“Client”). On the basis of these Terms of Business, BBCIncorp shall provide the Client with various services such as Incorporation services, Legal Ancillary Services, Opening Bank Account support services (“Banking Support”), Virtual Office, Accounting and Auditing, Finance Advisory as same as Other Services.
These Terms of Business shall form an integral part of any agreement concluded between the Client and BBCIncorp on the execution of the BBCIncorp order form either by way of online order or paper form (“Agreement”). By entering into an Agreement with BBCIncorp, the Client accepts these Terms of Business. A price list and a list of services are available on the website of BBCIncorp (www.bbcincorp.com).
Any Terms of Business which deviate from, contradict or supplement these Terms of Business shall not become a part of any Agreement, unless otherwise specifically agreed in writing between the Client and BBCIncorp.
2. CONTENT AND SCOPE OF SERVICES
Incorporation and Legal Ancillary Services
a. BBCIncorp can perform the service of incorporating a Company for the Client, in the jurisdictions specified in the list available on the website of BBCIncorp (www.bbcincorp.com). BBCIncorp can also organise the supply, either by BBCIncorp’s affiliated companies or third parties, of Additional Services such as the supply of nominee directors, nominee shareholders, Internet merchant account, company logo, company seal, company rubber stamp, power of attorney, notarisation and Apostille on documents. Affiliated companies means, in relation to BBCIncorp, a subsidiary or a holding company of BBCIncorp or any other subsidiary of that holding company.
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, notarisation and Apostille.
BBCIncorp can perform the service of assistance in relation with 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, chequebooks or Internet banking access is not guaranteed and is offered “as is”.
3. RIGHT TO REFUSE PROVIDING SERVICES
BBCIncorp reserves the right to refuse any and/or all its services to any Client without giving any reason or explanation thereto, and cannot, under any circumstances, be held responsible for such refusal.
4. LEGAL ADVICE
While BBCIncorp endeavors to provide true and correct information on all its services, it is not providing legal advice. 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 the activities will not breach the law of any relevant jurisdiction.
5. ANTI-MONEY LAUNDERING AND DUE DILIGENCE
The Client shall provide BBCIncorp with such information as BBCIncorp considers necessary in order to ensure that the Company complies with applicable legislation on anti-money laundering and due diligence. The client is responsible for ensuring that the information provided to BBCIncorp is correct. The client also represents to BBCIncorp that assets or funds introduced to a Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity. In order to enable BBCIncorp to meet its legal obligation, the Client shall keep BBCIncorp fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the company.
6. OBLIGATIONS OF THE CLIENT
The Client is obliged to provide the following at the time of the signature of Virtual Office:
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 starts an execution phase only after the receipt of the full payment of the fees. All fees and charges are payable in the currency nominated by BBCIncorp, which is usually US Dollar. The Client is not authorised to withhold fees and interests due to any service, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.
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 on-going 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. Any amendment in the fee structure will be notified to the Client at least one month prior to the commencement of the services for the period to which the fees relate.
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 Dollar (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 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 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 fail 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. Renewals will be renewed as per clause 2.2 above and only those renewals with a start and end date constituting a term of over 12 months will have the same increase applied.
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.
8. COMMUNICATION AND INSTRUCTIONS
The Client and BBCIncorp may send to each other instructions, notices, documents or any other communication either by mail, email or by fax, PROVIDED ALWAYS, that BBCIncorp may send fee notes by email message attachment. The Client and BBCIncorp shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed, if to BBCIncorp, at its registered office or at such other address as BBCIncorp 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 BBCIncorp from time to time, including holding mail instructions that shall be agreed upon in writing. So that BBCIncorp may at all times be able to contact the Client should the need arise, the Client agrees to inform BBCIncorp immediately upon changing his/her address and email address or telephone/fax number.
9. 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 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 to the relationship between the Bank and the Client. Therefore, under no circumstance can BBCIncorp be held responsible of 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
– Comply with House Rules: The Client must comply with any House Rules which BBCIncorp impose generally on users of the designated Center. Such rules are developed and/or imposed to protect 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 this Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least three months written notice to the other. However, if this Agreement, 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 Agreement.
– Ending this Agreement immediately: To the maximum extent permitted by applicable law, BBCIncorp may put an end to this Agreement immediately by giving the Client notice and without 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 Agreement 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 this Agreement 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 this Agreement then this agreement 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 suitable alternative for the Client at another designated Center.
– Client Representation of BBCIncorp Employees: Throughout the duration of this agreement, 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.
– Confidentiality: The terms of this Agreement are confidential. Neither BBCIncorp nor the Client may disclose them without the other’s consent unless required to do so by law or an official authority. This obligation continues after this Agreement ends.
– Enforcing this Agreement: The Client must pay any reasonable and proper costs including legal fees that BBCIncorp incurs in enforcing this Agreement.
10. DURATION, TERMINATION, SUSPENSION OF SERVICES AND REFUND
a. Incorporation services and Legal Ancillary Service
Any Agreement for the operation of a company is for one complete year. 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 and all relations thereafter are between the Client and the Bank.
Any Client can decide to cancel his/her application in the three (3) calendar days following his/her application for the opening of a bank account. The Client will receive a full refund of the Services fee minus courier charges if the following three conditions are met: (i) the Bank with the assistance of BBCIncorp is not able to arrange appointment for the Client and Bank AND (ii) BBCIncorp or the Bank has received all the necessary documents duly completed by the Client, including a copy of the Client’s valid identity document which has been authenticated according to the exact instructions of the Agreement conduct with regard to the exercise of due diligence and any document which BBCIncorp has requested from the Client, such as but not limited to credit card statement, utility bills, work contract, Certificate of Incorporation or other evidence of the economic origin of the funds AND (iii) the request for the refund after the payment of the services by the Client.
NO REFUNDS WILL BE OFFERED, FOR ANY REASON, IF THE CLIENT DECIDES TO CANCEL HIS/HER/ITS APPLICATION AFTER THREE CALENDAR DAYS
c. Virtual Office Service:
This Agreement lasts for the period stated in it 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.
NO REFUNDS WILL BE OFFERED, FOR ANY REASON, IF THE CLIENT DECIDES TO CANCEL HIS/HER/ITS APPLICATION AFTER THREE CALENDAR DAYS
To execute the services, BBCIncorp reserves the right to engage subcontractors who are within its authority. Rights and obligations of the Client resulting from any agreement can only be transferred to third parties with the written consent of BBCIncorp.
12. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
Registered No: 2508698 in Hong Kong.
D-U-N-S Number 664611652.
New York Office
299 Park Avenue, 6thFloor, New York, 10171
(+1) 92 9999 1288
Hong Kong Office
Room 9, 4F, Beverley Commercial Centre, 87-105 Chatham road South, Tsim Sha Tsui, Kowloon, Hong Kong
(+852) 8192 8666
141 Middle Road #05-06 GSM Building Singapore 188976
(+65) 3158 8870