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
These Terms of Business are intended to govern the business relations between BBCIncorp Limited (BBCIncorp) and its clients (“Client”). Based on 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 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
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 COMBATING TERRORISM FINANCING
The Client shall provide BBCIncorp with such information as BBCIncorp 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 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.
Pursuant to the anti-money laundering and countering terrorism regulations, BBCIncorp 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. REQUIRED INFORMATION/DOCUMENTS FOR VIRTUAL OFFICE SERVICE & RELATED NOTICES
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.
Virtual Office Service
Incomplete the 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”: (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
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 BBCIncorp 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, BBCIncorp should be responsible or liable for not conducting service in the time frame listed on our website.
10. 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, BBCIncorp 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 BBCIncorp at BBCIncorp’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 BBCIncorp shall not be liable to you or any third party regarding the same.
In addition, BBCIncorp 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, BBCIncorp will automatically update your payment profile on your behalf. BBCIncorp 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 BBCIncorp shall not be liable to you or any third party regarding the same.
11. 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.
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.
The refunds arising from/in connecting with the service provided by BBCIncorp shall comply with the Refund Policy that is public on the website of BBCIncorp from time to time, unless the parties have any written agreement.
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.
16. 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.