Legal of Agreement
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Phong LE
1. PURPOSE AND SCOPE OF APPLICATION
These Terms of Business are intended to govern the business relations between BCIncorp Limited (BCIncorp) and its clients (“Client”). Based on these Terms of Business, BCIncorp shall provide the Client with various services such as Incorporation services, Legal Ancillary Services, Opening Bank Account support services (“Bank Account Assistance”), Bookkeeping, Accounting, Tax and Audit, Finance Advisory as same as Other Services.
These Terms of Business shall form an integral part of any agreement concluded between the Client and BCIncorp on the execution of the BCIncorp order form either by way of online order or paper form (“Agreement”). By entering into an Agreement with BCIncorp, the Client accepts these Terms of Business. A price list and a list of services are available on the website of BCIncorp (www.bcincorp.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 BCIncorp.
2. CONTENT AND SCOPE OF SERVICES
Incorporation and Legal Ancillary Services
a. BCIncorp 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. BCIncorp 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 BCIncorp (bcincorp.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 BCIncorp.
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.
BCIncorp can perform the service of assistance in relation to the opening of a bank account for the Client. In this framework, BCIncorp 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 BCIncorp 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
BCIncorp 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 BCIncorp 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 COMBATING TERRORISM FINANCING
The Client shall provide BCIncorp with such information as BCIncorp considers necessary for the due diligence process in order to ensure that the Company complies with applicable legislation on anti-money laundering and countering terrorism financing. The Client is responsible for ensuring that the information provided to BCIncorp is correct. The Client also represents to BCIncorp 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 BCIncorp to meet its legal obligation, the Client shall keep BCIncorp fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the Company.
Pursuant to the anti-money laundering and countering terrorism regulations, BCIncorp will not provide our services for customers, who are involved in restricted 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 loan collection business; Precious metal trading business.
6. FEES
General
The Client agrees to pay the fees charged by BCIncorp. BCIncorp schedule of fees can be found in the price list available on the website of BCIncorp (www.bcincorp.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.
BCIncorp 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 BCIncorp’s website from time to time.
BCIncorp 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.
Company formation
The Client shall owe BCIncorp 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 BCIncorp 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 BCIncorp to review annual fees.
Bank Account Assistance
The Client shall owe BCIncorp 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 BCIncorp begins the performance of the service.
The Client is expressly informed that BCIncorp 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 BCIncorp any available information on the nature, amounts or whatsoever related to the retrocession.
Incomplete the payment
If for any reason BCIncorp is unable to charge your payment for the full amount owed for the Services provided, you agree that BCIncorp 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.
Administrative/Processing Fees
BCIncorp reserves the right to charge you a reasonable “administrative fee” and/or “processing fee” for (i) tasks BCIncorp may perform outside the normal scope of its Services, and/or (ii) additional time/costs BCIncorp may incur in providing its Services, and/or fees that arise from your non-compliance with this agreement (as determined by BCIncorp 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 BCIncorp 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 BCIncorp.
7. PAYMENT TERMS
7.1. 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 BCIncorp’s Pay by Bank Transfer option, you can purchase BCIncorp Services using Telegraphic Transfer (T/T) from your personal or business bank account to one of the designated bank accounts of BCIncorp. In connection therewith, you agree to allow BCIncorp to debit the full amount of your purchase from your bank account.
You acknowledge and agree that (i) BCIncorp 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, BCIncorp shall not be liable to you or any third party regarding the same.
(ii) Pay by debit/ credit card
BCIncorp uses Stripe payment gateway to process your debit/ credit card transactions. By using BCIncorp’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 BCIncorp 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 BCIncorp 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.
7.2. Currency conversion
The provided service by BCIncorp 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 BCIncorp 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:
| Currency Pair | Rate |
|---|---|
| EUR/HKD | 7.60 |
| USD/HKD | 7.86 |
| GBP/HKD | 10.21 |
| AUD/HKD | 5.7 |
| SGD/HKD | 5.8 |
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.
8. TIME OF CONDUCTING SERVICES
Any time frame listed on this website for delivering service is calculated based on past activities during normal course of our business and presented only for illustration purposes. It shall not be understood as binding under any circumstances.
Depending on specific services, the time required for conducting service is calculated from the time when all of the following conditions are satisfied:
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.
In case you cannot provide adequately all documents required by BCIncorp which causes up to a 3-month suspension, both parties agree and acknowledge that all services are fully completed and you do not have any rights to open a dispute as well as request a refund of paid fees.
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 events occur including but not limited to:
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.
Under no circumstances, BCIncorp should be responsible or liable for not conducting service in the time frame listed on our website.
9. AUTOMATIC RENEWAL SERVICES
In order to ensure that you do not experience an interruption or loss of services, most services offer an automatic renewal option. The automatic renewal option automatically renews the applicable service for a renewal period equal in time to the most recent service 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, BCIncorp will automatically renew the applicable service when it comes up for renewal and will take payment from the payment method you have on file with BCIncorp at BCIncorp’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 BCIncorp shall not be liable to you or any third party regarding the same.
In addition, BCIncorp 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, BCIncorp will automatically update your payment profile on your behalf. BCIncorp makes no guarantees that we will request or receive updated credit card information. 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 BCIncorp shall not be liable to you or any third party regarding the same.
10. COMMUNICATION AND INSTRUCTIONS
The Client and BCIncorp may send to each other instructions, notices, documents or any other communication either by mail, email or by fax, PROVIDED ALWAYS, that BCIncorp may send fee notes by email message attachment. The Client and BCIncorp shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed, if to BCIncorp, at its registered office or at such other address as BCIncorp 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 BCIncorp from time to time, including holding mail instructions that shall be agreed upon in writing. So that BCIncorp may at all times be able to contact the Client should the need arise, the Client agrees to inform BCIncorp immediately upon changing his/her address and email address or telephone/fax number.
11. LEGAL INCAPACITY
Incorporation Service, Legal Ancillary Services and Banking Support
BCIncorp cannot be held responsible if the Legal Ancillary Services cannot be set up. BCIncorp’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 BCIncorp 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, BCIncorp is a third party in the relationship between the Bank and the Client. Therefore, under no circumstance can BCIncorp be held responsible for the relationship between the Bank and the Client. BCIncorp 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.
12. DURATION, TERMINATION, SUSPENSION OF SERVICES
a. Incorporation services and Legal Ancillary Services
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 BCIncorp to transfer the management of the Company to another agent or corporate service provider or to liquidate the Company, BCIncorp 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.
BCIncorp 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 after that are between the Client and the Bank.
13. ASSIGNMENT
To execute the services, BCIncorp 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 BCIncorp.
14. TITLES AND HEADINGS
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 covenant and agreement 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.
