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1.1. These conditions are applicable to Yicom (the “Conditions”). These Conditions are in addition to the General Terms (as defined below). By using Yicom, you confirm you have read, understood, and agree to adhere to these Conditions and the General Terms. Please read these Conditions and our General Terms carefully prior to using Yicom.

1.2. The General Terms comprise further important terms regarding the Services to be provided.

1.3. In the event of a conflict between any provisions of the General Terms or these Conditions, these Conditions shall prevail as it relates to the use of Yicom.
1.4. Capitalised terms that are not defined in these Conditions have the meanings given to them in the General Terms.

In these Conditions,

2.1. Affiliates means any entities which are engaged by SBT for the provision of any types of services.

2.2. Authorised Intermediary means the natural person and/or Entity which has been authorised by a Company to represent them and to instruct Us with regards to the administration and provision of services to that Company.
2.3. Company means the Entity which has authorised the Authorised Intermediary to represent them and to Instruct Us with regards to administration and provision of services to that Company, and the Authorised Intermediary has instructed Us to arrange Our Professional Business Affiliates to provide the Company with Services or any services stipulated in the Yicom from time to time, which is applicable to the place of incorporation of the Company, and which We and Professional Business Affiliates have agreed to do under these Terms. 

2.4. Entity means a company or other body corporate, partnership, limited partnership, or trust as the context requires.

2.5. Equipment means all such compatible equipment and devices, software, communication lines (including public communication lines), mobile phones, and other mobile devices used and required by You to access and ensure the full functionality of Yicom.

2.6. General Terms means the relevant general terms and conditions as updated on www.yicom.com from time to time. 

2.7. Instructions means any instruction which is given to Us by a User through Yicom.
2.8. Security Details means the security information which a User will need to access Yicom. 

2.9. User means the Authorised Intermediary to be the primary user of Yicom with respect to that Authorised Intermediary and the Company of that Authorised Intermediary.

2.10. We, Our, Us and SBT means Success Business Technology Limited and any of its Affiliates from time to time.
2.11. Yicom means the online company administration digital platform which We own, operate and provide to the Authorised Intermediary to manage the Company with access to view information, give Us Instructions, provide information and make payments relating to your Companies, and includes any additional functionality We may add from time to time.
2.12. You and Your means the Party or Parties to these Conditions, other than SBT.

3.1. Yicom allows: 

3.1.1. Users to view certain information and records maintained by Us with respect to The Company as well as receipts of the payments made to Us;

3.1.2. the authorisation and setup of several User per Authorised Intermediary; and
3.1.3. each User to use such other facilities as We may make available through Yicom. 

3.2. By using Yicom, the Authorised Intermediary is responsible for ensuring that all Users understand, agree to, and abide by these Conditions and the General Terms.
3.3. The Authorised Intermediary warrants and represents to Us that: 

3.3.1. it will only access Yicom on behalf of the Companies;
3.3.2. it is authorised by each Company to use Yicom with respect to that Company and, if requested by Us, will provide evidence of such authorisation which We, in our sole discretion, deem adequate;
3.3.3. should it or any User access any information which it is not authorised to access it will immediately cease to use Yicom with respect to that Entity and shall notify Us immediately; and
3.3.4. it will complete, or will ensure to complete, the compliance obligations in accordance with the General Terms, as amended from time to time. 

3.4. The User, and Authorised Intermediary, is granted primary access to Yicom once they have: 

3.4.1. accepted these Conditions, the General Terms and the Privacy Policy;
3.4.2. been nominated by the Authorised Intermediary;
3.4.3. completed the Authorised Intermediary data;
3.4.4. provided relevant supporting documents for the above as required from time to time by the Yicom;  

3.5. To access Yicom a User must be authorised to activate access using the assigned Authorised Intermediary’s unique username and password.
3.6. The User accepts full responsibility for all actions taken on the Yicom, including the safe guarding of personal and sensitive data which may be downloaded by a User.
3.7. Each User shall be authorised by the Company according to the qualifications attributed to that User.
3.8. We may determine a maximum number of Users at our sole discretion.
3.9. Access to Yicom is at our sole discretion and We may suspend a User’s access at any time.
3.10. Information in relation to an Entity will be displayed on Yicom depending on the Entity’s status. We reserve the right to restrict access to any information of an Entity without notice.

4.1. We may make changes to Yicom at any time. 

4.2. You are solely responsible for ensuring Your Equipment stays up to date and meets the requirements to access and use Yicom. . 

4.3 We have no responsibility or liability with respect to Your Equipment or any charges incurred in the access and use of Yicom. 

4.4 You are responsible for obtaining and maintaining Your Equipment and for ensuring that it is compatible with Yicom and that each User is authorised to use Your Equipment where You do not own it or a third party has rights in relation to it (for example, third-party software licenses). 

4.5 We shall not be liable nor do We make any representations in regard to: 

4.5.1. the speed with which a User will be able to access and use Yicom; 

4.5.2. the functionality of Yicom; or 

4.5.3. uninterrupted or continuous access to Yicom. 

4.6. We shall use reasonable endeavours to keep Yicom free from infection by viruses and corrupt files but due to the nature of the services (in particular the fact that Yicom may use the internet to communicate with You), We cannot guarantee that Yicom is free from infection by viruses or anything else with contaminating or destructive properties. We recommend that where practicable You scan all information from Yicom for viruses. We shall not be liable for any loss or damage You suffer if Your Equipment is infected by a virus or corrupt file unless such loss or damage is the direct result of our gross negligence or wilful default. 

5.1. Each User must: 

5.1.1. memorise Security Details and securely destroy anything containing Security Details once received; 
5.12. ensure Security Details cannot be easily guessed; 

5.1.3.never disclose Security Details to anyone. We will never request a User to reveal their Security Details. If a User receives a suspicious email they must not open it or click on any links contained with it and must instead report this immediately by forwarding the email as an attachment to contact@yicom.com

5.1.4. reset their Security Details at our request; 

5.1.5. notify Us at contact@yicom.com immediately if it is suspected or discovered that someone else knows or has misused your Security Details; 

5.1.6. always access Yicom using app.yicom.com

5.1.7. keep their Equipment secure so that it cannot be used by third parties to access or use Yicom; 

5.1.8. change their Security Details and notify Us immediately at  contact@yicom.com if their Equipment is lost or stolen or if they suspect or become aware that their Equipment has been accessed by third parties and; 

5.1.9. protect their Equipment’s software from any viruses and attacks by third parties by using appropriate anti-virus software and a personal firewall as necessary; 

5.1.10. be satisfied that no other person can see, overhear or copy Security Details and never access Yicom from any computer, mobile phone, or device connected to a public or unsecured internet Wi-Fi network or access point such as an internet cafe or airport; and 

5.1.11. follow the security procedures which are recommended by the Equipment’s manufacturer or service provider. 

5.2. We are not responsible for any loss caused by the User taking inadequate security measures. 

5.3. Our digital services may use location data or information about a User’s device in order to prevent and detect fraud. We will not use this information for any other purpose. 

5.4.We take all reasonable steps to safeguard the security of any confidential information on Yicom but We cannot guarantee the security of any confidential information that is transmitted through the internet or via a mobile phone network. 

5.5. Every User must always exit Yicom (including any device or mobile phone) when leaving their Equipment unattended and before anyone else is allowed to use their Equipment. 

5.6. To help Us improve service and in the interest of security, We may monitor and/or record communications (whether over the internet, telephone, or otherwise) between You and Us. 

6.1. Yicom uses a high level of encryption and the use of such encryption may be illegal in some countries outside of the countries in which We operate. You should ensure that Users do not knowingly use Yicom if this is not permitted by local law and We shall not be liable for any loss, damage, or other outcome suffered by You as a result.

7.1. We may change these Conditions, unilaterally, at any time by posting the updated Conditions on our website, with or without prior notice at our sole discretion.

8.1. Where Yicom provides hypertext links to other locations on the internet, We do so for information purposes only. We are not responsible for the content of any websites or pages of third parties linked to or from Yicom. Following links to any websites or pages of third parties shall be at Your own risk. No endorsement, approval, or responsibility for appropriateness of third parties or their advice, opinions, information, products, or services is expressed or implied by any information on Yicom or by any hyperlinks to or from any third party websites or pages.

8.2. Neither You nor any other party may use any part of Yicom on any other website, or link any other website to Yicom, without our prior written permission. We are not responsible for the setup of any link from a third party website to Yicom.

8.3. You are prohibited, and to the extent permitted by law, We shall not be liable to You for any damage, loss, or liability (whether arising in contract, tort, including negligence or otherwise), from Your posting or transmitting to or from Yicom any material:

8.3.1. that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance, harassment or inconvenience;

8.3.2. for which You have not obtained all necessary licences and/or approvals;

8.3.3. which constitutes or encourages conduct that could be considered a criminal offence, would give rise to civil liability or is otherwise contrary to the law of, or infringes the rights of any third party in, the British Virgin Islands, the Cayman Islands, or any other country in the world; or

8.3.4. which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious software or harmful data). 

8.4. You may not decompile, reverse engineer or disassemble any part of our website, Yicom, or its contents or any software used in connection with Yicom.

8.5. You may not misuse our website for commercial, profit-making, or re-sale purposes, including the systematic extraction and/or re-utilisation of any part of a service or its content.

9.1. All intellectual property rights (including, without limitation, copyright, database rights, design rights, patents and trademarks) in our website are owned by or licensed to Us unless otherwise stated. You may print, copy, download, or temporarily store extracts from Yicom for Your personal use or to help You use our products and services. You may not alter or otherwise make any changes to any material obtained from Yicom in any form, including, without limitation, removing any identifying marks or legends from such material. Any other use is prohibited unless You first request and obtain our written permission. Without limiting the above, unless You first obtain our written consent, You may not reproduce, modify, adapt, transmit, publish, broadcast, create derivative works of, store, archive, or in any way exploit all or any part of Yicom.

9.2. Yicom is not intended for use by minors. 

9.3. Any notice to be given under these Conditions must be communicated by post, telex, email, or facsimile to the address most recently notified by the receiving party. Receipt of notice shall be deemed to occur at the time when the notice would in the ordinary course be delivered or transmitted. 

9.4. If any part of these Conditions is found by any court or other competent authority to be invalid, unlawful, or unenforceable then such part shall be severed from the rest of such conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

9.5. These Conditions shall be governed by and construed in accordance with the Laws of the jurisdiction of the Services rendered. The Parties submit to the exclusive jurisdiction of the courts where the Services were rendered, and no proceedings shall be brought in the courts of any other jurisdiction, without the consent in writing of the other Party.

1.1. These terms and conditions (these Terms) set out the entire agreement between Us and the Company for the arrangement of the Services as described in Schedule 1 to the Company. In these Terms the following words shall have the following meanings:
 

Affiliates means any entities which are engaged by Us for the provision of any Services.

Articles means the memorandum and articles of association of the Company as in effect from time to time.

Assets means the assets of a Company whether provided when the Company was established, or accumulated or added to it at a later date.

Authorised Intermediary means the natural person and/or Entity, which includes the User, which has been authorised and instructed by a Company to represent them and to instruct Us with regards to the administration and provision of Services to that Company.

Beneficial Owner means the natural person(s) who ultimately owns or controls a Company in accordance with the laws of the relevant jurisdiction that the Company is incorporated in, as amended from time to time.

Business Day means any day which is not a Saturday, a Sunday or a public holiday in the country of intended receipt of communication or notice under these Terms.

Clause or Schedule means a clause or a schedule to these Terms.

Company means the Entity which has authorised the Authorised Intermediary to represent them and to Instruct Us with regards to administration and provision of services to that Company, and the Authorised Intermediary has instructed Us to arrange Our Professional Business Affiliates to provide the Company with Services or any services stipulated in the Yicom platform from time to time, which is applicable to the place of incorporation of the Company, and which We and Professional Business Affiliates have agreed to do under these Terms.

Data Protection Law means the applicable Law of the incorporation place of the Company relating to the protection of Personal Data, including but not limited to the Regulation.

Directors means the directors from time to time of the Company.

Effective Date means the date on the Authorised Intermediary submits an application on Yicom for the Services.

Electronic or Electronically means any form of message made or sent by any type of telecommunication, digital or electronic device including but not limited to the internet, facsimile, email and text message.

Electronic Record means a record generated in digital form by an information system, which can be transmitted within an information system or from one information system to another; and stored in an information system or other medium.

Entity means a company or other body corporate, partnership, limited partnership, or trust as the context requires.

Fee Schedule means the general schedule of fees charged by Yicom for a particular Service as amended from time to time on Yicom.

Intermediate Entities means the corporate shareholders of the Members and the corporate shareholders of the Intermediate Entities, but does not include the Beneficial Owner or the direct Members of the Company, within the corporate organisation chart of the Company.

Law includes rules of common law and equity as well as any statute or statutory provision which revises, amends, extends, consolidates or replaces it, or which has been amended, extended, consolidated or replaced by it, and any orders, rules, regulations, instruments or other subordinate legislation made under it, or made by applicable authority.

Members means the members from time to time of the Company.

Officers means the officers from time to time of the Company.

PEP means an individual who is or has been entrusted with prominent public functions and members of his immediate family, or persons who are known to be close associates of such individuals.

Personal Data means personal information relating to an identified or identifiable living individual as defined in applicable Data Protection Law which is disclosed or made available to Yicom by or on behalf of the Company in connection with the Services.

Privacy Policy means the Privacy Policy (as amended from time to time) and available at www.yicom.com.

Professional Business Affiliates means affiliates, professional advisors, service providers or agents, engaged by Yicom at the discretion of Yicom from time to time.

Registrable Legal Entity means a legal entity which is a Member of the Company and has significant control over the Company.

Regulation means the General Data Protection Regulation 2016/679.

Relevant Person means the Company (save where the Company is You), Significant Controller and Beneficial Owners.

Services means the services of whatsoever nature to be provided by Professional Business Affiliates engaged by Us set out in Schedule 1 and/or shown on Yicom, as updated from time to time.

Service Agreement means any agreement in writing (including any agreement evidenced by or contained in application forms) between Yicom and You relating to the Services.

Signature means a method (electronic or otherwise) used to identify a person and to indicate the intention of that person in respect of the information contained in a record.

Significant Controller means an individual or a legal entity that has a “significant interest” in or has “significant control” over the Company, and has the same meaning as the applicable Laws of the place of incorporation of the Company, if applicable.

Tax Obligations means tax declarations and reporting obligations including, but not limited to, those relating to You, the Company, its Members, Directors, Significant Controller, Intermediate Entities and Beneficial Owner and/or the Assets.

User means the Authorised Intermediary to be the primary user of Yicom with respect to that Authorised Intermediary and the Company of that Authorised Intermediary.

We, Our and Us means Success Business Technology Limited and any of its subsidiaries, affiliate and associates from time to time.

Yicom means the online company administration digital platform which We own, operate and provide to the Authorised Intermediary to manage the Company with access to view information, give Us instructions, provide information and make payments relating to your Companies, and includes any additional functionality We may add from time to time.

You and Your means the Party or Parties to these Conditions, other than Us.

1.2. For the purpose of these Terms:
 

(a) use of the singular includes the plural and the masculine gender shall include the feminine and the neuter and vice versa;

(b) the headings in these Terms are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of these Terms;

(c) written, in writing and maintain includes all modes of representing, reproducing or maintaining words in visible form, including in the form of an Electronic Record;

(d) any requirement as to delivery and/or Payment under these Terms include delivery and/or Payment in the form of an Electronic Record;

(e) any requirement as to execution or signature under these Terms can be satisfied in the form of an electronic signature; and

(f) should there be any conflict between the Chinese and English version of these Terms, the English version of these Terms shall prevail.

2.1. A request for Services, directly or indirectly and whether or not through Yicom, by the Authorised Intermediary and/or the Company, the Company, Authorised Intermediary, User, Members, Directors, Beneficial Owners and Significant Controllers, all agree to be bound by these Terms, Our Conditions of Use (as amended from time to time) and Our Privacy Policy (as amended from time to time) accessible on www.yicom.com .

3.1. With effect from the Effective Date, as instructed by the Company through its Authorised Intermediary, We and the Professional Business Affiliates engaged by Us shall provide the Company the Services. The Company's use of Services, and the instructions and payment of service fees from the Authorised Intermediary via Yicom shall be deemed and constitutes the Company and the Authorised Intermediary’s acceptance of these Terms.

4.1. The Company and the Authorised Intermediary shall promptly supply to Us originals or copies (as the case may be) of the following, whether via Yicom or other electronic means:

 

(a) any offering material (howsoever called) issued to the public in connection with the shares or debt of the Company;

(b) any mortgage, charge or other security interest over the shares of the shareholders of the Company;

(c) notices and minutes of Directors' and Members' meetings (including committee and class meetings);

(d) written resolutions passed by the Directors or Members (including committee and class resolutions);

(e) letters from each Director consenting to act as a Director;

(f) letters of resignation from the Directors or Officers;

(g) share transfer forms and cancelled share certificates;

(h) copies of all notices and other documents filed by or on behalf of the Company with any governmental or regulatory authority;

(i) powers of attorney or other documents (howsoever called) conferring authority on one or more persons to act on behalf of the Company;

(j) any documentation executed by the Company constituting a mortgage, charge or other security interest (howsoever called) over any of its property; and

(k) any information, documents and instructions as are necessary or are requested by Us from time to time in order to fulfil its legal and statutory obligations under or in relation to a Services.
 

4.2. The Company and the Authorised Intermediary shall forthwith in writing inform, and shall procure that all Relevant Persons shall forthwith so inform Us of any corporate action, changes to the Directors, officers, partners, trustees, Significant Controller, Beneficial Owner or governing instruments (including but not limited to the Articles) of the Company or the creation or intended creation of any charge, mortgage or other security interest over any of its Assets or property and shall promptly supply to Us all such information and documents in connection therewith including, but not limited to, those requested by Us.

4.3. The Company and the Authorised Intermediary shall comply, and shall procure that all Relevant Persons comply, with all Laws that apply to You and to them, and You shall forthwith, and shall procure that all Relevant Persons shall forthwith, notify Us of any breach, or any alleged breach, of any such Laws.

4.4. The Company and the Authorised Intermediary shall promptly notify Us of any threatened, pending or actual litigation against it in any jurisdiction and any action, petition or other steps (whether court-related or not) which is proposed or has been taken in respect of its winding-up, arrangement with creditors, insolvency, reorganisation or analogous procedure, in each case in respect of which its Directors, Officers, Members or other authorised persons have actual notice or knowledge.

5.1. The Company and the Authorised Intermediary shall promptly supply or procure the supply to Us of all such information, documents and instructions as requested by Us, via Yicom or other electronic means, from time to time in order to fulfil its obligations under all applicable laws and regulations relating to the prevention of money laundering, terrorism financing, financial crime or breaches of international sanctions or other laws and regulations applicable to the Company or Us including, but not limited to:
 

(a) an explanation in writing of the nature of the Company’s activities, an indication of actual and expected turnover, the source of funds, location of its activities, and location of the accounting records;

(b) evidence satisfactory to Us of the identity and address of (i) the Members; (ii) the Directors and Officers; (iii) the Beneficial Owners; (iv) any person (or persons) granted a general authority or a power of attorney to conduct the affairs of the Company and any Significant Controllers and/or Intermediate Entities between the Members and the Beneficial Owners; and (v) any other person (or persons) on whose instructions We may act in relation to the Company;

(c) prescribed particulars of persons or entity identified as Beneficial Owners, Registrable Legal Entities of the Company, the Intermediate Entities and the Significant Controller;

(d) such other information and documentation as We may from time to time reasonably require in relation to the Company, its Directors, Members, Officers, Beneficial Owners, Intermediate Entities, Significant Controller or activities including in relation to the steps taken pursuant to the paragraph below; and

(e) any biometric verification, including but not limited to selfies and liveness tests, of all Beneficial Owners, Directors, Members, Significant Controllers and/or the authorised representative of any of the aforementioned.
 

5.2. The Company and the Authorised Intermediary undertakes and warrants for the benefit of Us:
 

(a) The Company shall produce the copy of, and Authorised Intermediary shall witness the original of, all supporting documents supplied onto Yicom.

(b) it, at all times, is not and will not be connected in any way, to any persons or entities which are within any of the published sanctioned list or are considered to be a PEP or considered, at the discretion of Us, to be connected to a high risk country in relation to the country list published for the relevant jurisdiction of which the Service is derived from;

(c) it will take all reasonable steps to satisfy itself that all monies paid to the Company as equity and other funds passing through the Company do not represent the proceeds of, and that it does not engage in, any unlawful activity and You shall procure that all Relevant Person ensure that no such moneys or funds represent such proceeds have been paid;

(d) at the date, and throughout the term, of any Service Agreement, the Company complies and will comply with all laws in any jurisdiction which apply to it;

(e) that the Company and its Directors, Officers, Members, Significant Controllers (if applicable to the Jurisdiction) and Beneficial Owners will not use the Company to handle, conceal or in any way utilise funds related to the proceeds of any criminal conduct including but not limited to tax fraud or evasion, money laundering, drug trafficking, terrorism or false accounting. You shall ensure that no Relevant Person has done so or will do so;

(f) that the Company and its Directors, Officers, Members, Significant Controller (if applicable to the Jurisdiction) and Beneficial Owners in each case with respect to the affairs of the Company and any income or gains that it produces will be compliant with all of their respective tax reporting obligations and will make all tax returns and provide all reporting required to be made in any jurisdiction; and

(g) all Assets introduced to the Company (except Assets introduced by Us and the Professional Business Affiliates) are, or will be, the lawful property or under the lawful control of the person introducing such Assets prior to such introduction, and will not be connected in any way with any criminal or otherwise Unlawful activity, be the proceeds of crime, or connected with terrorist financing or similar, and You will provide full details of the provenance and source of all the Assets introduced to the Company by You or any other Person immediately upon Our request.

 

5.3. The Authorised Intermediary warrant and undertake that they:

 

(a) will witness the original of all electronic documents supplied to Us and/or uploaded onto Yicom and the Company and the Authorised Intermediary certifies each of those documents as a certified true copy, and authorises Yicom to apply the following text (as amended from time to time) onto any electronic copy of the documents uploaded onto Yicom, which is required by Us to be a certified true copy;



CERTIFIED TRUE COPY
For and on behalf of
[Authorised Intermediary firm/company]



……………………………………………………………….…………….…
Authorised Signature(s)
I, the above signer, hereby certify that I have seen the original document and confirm that the copy of this document is a complete and accurate copy of the original. If the document is an identification document I also confirm that the photograph bears a true likeness to the individual.
Name: [Name]
Position: [Position]
Professional Body and Number: [Professional Body & Practice Cert. Number]
Email: [Email]
Date: [date]



(b) have seen the natural person of Members, the Directors and Officers, the Beneficial Owners, any Significant Controllers and/or Intermediate Entities between the Members and the Beneficial Owners, and/or the authorised representative in the case of a legal person, and have compared the likeness of the appearance against the photograph in the identification document;
(c) have, and will retain, the personal contact information, including but not limited to telephone number, email addresses, WeChat, Whatsapp or other prevailing communications app, of the Company, the Members, the Directors and Officers, the Beneficial Owners, any Significant Controllers and/or Intermediate Entities between the Members and the Beneficial Owners;
(d) do not and will not provide fiduciary services for the Company, the Members, the Directors and Officers, the Beneficial Owners, any Significant Controllers and/or Intermediate Entities between the Members and the Beneficial Owners;
 

5.4. The Company and the Authorised Intermediary shall without delay notify Us in writing if:
 

(a) it knows or has reasonable cause to believe that any of the information (including, but not limited to the information under clause 5.1) provided to Us, whether or not via Yicom, about the Beneficial Owners and/or Significant Controllers and Intermediate Entities of the Company has changed or that the manner in which such Beneficial Owners and/or Significant Controllers and Intermediate Entities hold their interest in or control of the Company has changed and provide details of any such changes to the satisfaction of Us;

(b) it knows or has reasonable cause to believe that any Member, Director, Officer, Significant Controller, Intermediate Entities or Beneficial Owner of the Company is or becomes a PEP;

(c) it knows or has reasonable cause to believe that the Company or any Member, Director, Officer, Significant Controller, Intermediate Entities or Beneficial Owner of the Company is subject to or affected by applicable sanctions or other restrictions;

(d) it becomes aware of any event which may have a material effect on the Company, its Assets or activities, the Professional Business Affiliates engaged by Us willingness or ability to provide the Services or on the Professional Business Affiliates engaged by Us having sufficient liquid funds to administer the Company; or

(e) the Company, any of its Members, Directors, Officers, Significant Controller, Intermediate Entities or Beneficial Owner are not contactable.


5.5. We may refuse to perform any or all of its obligations under these Terms if it determines that to do so would constitute a criminal or regulatory offence in the jurisdiction applicable to the Company or any other laws or regulations which apply to Us or its directors, officers or employees or to the Professional Business Affiliates. We will inform the Company promptly of any decision to refuse to perform an obligation under these Terms made in accordance with this provision unless prevented from doing so by applicable law.

6.1. The Company and the Authorised Intermediary have sole responsibility for the management of its tax and legal affairs including making any applicable filings and payments, complying with any applicable laws and regulations and fulfilling all reporting and declaration obligations in any jurisdiction. We do not provide legal or tax advice. We recommend that the Company and/or its Directors, Officers, Members, Significant Controllers and Beneficial Owners obtain their own independent advice as to the fiscal consequences of incorporating and maintaining the Company. Such advice should be updated on a regular basis especially if any circumstances change.

6.2. You undertake and warrant that (i) You and the Company have been, are, and at all times will be, compliant with all of Your and its Tax Obligations and (ii) You and the Company have fulfilled all Tax Obligations and have made and will make all tax and other returns and provide all reporting required to be made in any relevant jurisdictions in respect of You and the Company and any benefits received from the Company.

6.3. You shall inform Us forthwith in writing if You become aware of any breach of Clause 6.2 above.

6.4. You shall inform Us within 90 days of the occurrence of any change in Your or the Company's circumstances and which are relevant to Tax Obligations or otherwise, of the Company or any of the Services (including, but not limited to, address, nationality, residence or domicile), and You shall procure that all Relevant Person do so with regard to any such changes in their circumstances.

6.5. If You or any Relevant Person are subject to tax or reporting requirements of any nature in any jurisdiction, or if the tax or governmental or other authorities of any jurisdiction consider that You or any Relevant Person may be subject to tax or reporting in that jurisdiction (even if You or the Relevant Person are not), We and/or its Professional Business Affiliates may be required by applicable law to provide information or documentation and/or to report on an on-going basis information about You or any Relevant Person on an individual or aggregated basis to any relevant tax or reporting authority and if so required We and/or its Professional Business Affiliates will do so.

7.1. The Company and the Authorised Intermediary shall keep records and underlying documentation of the Company in such form as: (a) are sufficient to show and explain the Company's transactions; and (b) will, at any time, enable the financial position of the Company to be determined with reasonable accuracy, including accounts and records (such as invoices, contracts and similar documents) in relation to: (i) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods by the Company; and (iii) the assets and liabilities of the Company. The Company shall provide Us and/or its Professional Business Affiliates without delay any such records and underlying documentation on request, and acknowledges that competent authorities in the relevant jurisdiction acting pursuant to the exercise of a power under an enactment may direct that Us and/or its Professional Business Affiliates engaged by Us request any such records or underlying documentation from the Company.

7.2. The Company and the Authorised Intermediary shall keep all minutes, resolutions of the Members and Directors of the Company, statutory registers (including but not limited to register of members, register of directors, register of charges, register of transfers, register of significant controller, register of beneficial owner, register of nominee director, if any of the aforementioned are applicable to the jurisdiction of the Services rendered).

7.3. The Company and the Authorised Intermediary shall retain its records and underlying documentation for

a period of at least seven years from the date: (a) of completion of the transaction to which the records and underlying documentation relate; or (b) the Company terminates the business relationship to which the records and underlying documentation relate, and for these purposes "business relationship" means a continuing arrangement between the Company and one or more persons with whom the Company engages in business, whether on a one-off, regular or habitual basis.

7.4. The records of the Company shall be kept: (a) in written form; or (b) either wholly or partly as Electronic Records. Where any such records or underlying documentation are kept at a place other than at the Our office or an office of Professional Business Affiliates engaged by Us, the Company shall provide Us with a written record of the physical address of the place or places at which the records and underlying documentation are kept including the name of the person who maintains and controls the Company’s records and underlying documentation. Where any of the places at which the records and underlying documentation are kept or the name of the person who maintains and controls the Company’s records and underlying documentation change, the Company shall provide Us with the physical address of the new location of the records or the name of the new person within fourteen (14) days of the change.

7.5. The Company and the Authorised Intermediary shall promptly inform Us of any corporate action, changes to the Directors, Members, Officers, Significant Controllers, Intermediate Entities or Beneficial Owners, changes to the constitutional documents or agreements, creation of any charge, mortgage or other security interests over its Assets or property or any material transactions of the Company, and shall promptly supply to Us all such information and documents in connection therewith as may be requested by Us from time to time in order to assist the Company and Us in complying with their respective obligations under the laws of the relevant jurisdiction.

8.1. In performing its duties, We may rely upon any written or oral instructions given, or purported to be given, by (i) a Director, Officer, employee or liquidator of the Company; (ii) any agent identified in writing by a Director, Officer, employee or liquidator of the Company as able to give written or oral instruction (including, for the avoidance of doubt, one appointed under a security document); or (iii) an Authorised Intermediary representing the Company (including any legal adviser, accountant, auditor, manager or administrator or any other professional or non-professional member purporting to representing the Company).

8.2. Unless We and/or Professional Business Affiliates have written authenticated instructions from the Directors to the contrary, We and/or Professional Business Affiliates reserve the right to act on the instructions (oral or written) of such an Authorised Intermediary representing or purporting to represent the Company for the purposes of taking any action required in connection with the provision of Services under these Terms. In addition, We and/or Professional Business Affiliates reserve the right to not take any action or disclose any information to any person without the confirmation of such an Authorised Intermediary.

8.3. The Authorised Intermediary represents and warrants that they are duly authorised, in accordance with the law of jurisdiction in which it is incorporated and its own constituting documents and do not contravene and will not contravene any provision of law or of its Memorandum and Articles of Association, where appropriate, or any other agreements or other obligations binding on it, to give Us instructions whether via Yicom or not and to act on behalf of the Company.

8.4. We and our Professional Business Affiliates may, at Our own discretion, rely and act on any documents that bears, or purports to bear, the Signature of the Company, Relevant Person, it’s Members, Directors, Officers, Intermediate Entities, Significant Controllers and/or Beneficial Owners.

9.1. We shall be entitled to fees and to be reimbursed for expenses in accordance with the applicable Fee

Schedule, and/or the fees stipulated on Yicom as amended from time to time, or other written agreement between You and Us.

9.2. All payments to be made to We shall be made in cleared funds, without any deduction of any kind including, but not limited to, without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by Law. If You are compelled to make any such deduction, You will pay to Us such additional amounts as are necessary to ensure We receive the full amount which We would have received but for the deduction.

9.3. We shall be entitled to recover from You all expenses and disbursements (including, but not limited to, filing and registration fees paid to any governmental or regulatory body, charges for messengers and couriers, printing, postage, photocopying, scanning, telephone charges, secretarial overtime and other similar costs and expenses) incurred or paid by Us, or the Professional Business Affiliates, on Your behalf or otherwise in the performance of or relating to the Services.

9.4. We may in its sole discretion allocate fees, disbursements and expenses as between:
 

(a) income and capital;

(b) different interests in income and capital;

(c) different parts of the Company; and

(d) different interests in the Company.

 

9.5. We may apply funds received from You in payment of its fees, expenses and disbursements prior to paying any government or other fees due on behalf of the Company.

9.6. We may deduct all unpaid fees, expenses and disbursements and interest from Assets and/or may retain Assets until same have been paid.

9.7. If at any time during the provision of the Services, there are insufficient liquid funds in the Company to pay to Us any fees, expenses, disbursements or interest which have become payable, You will provide or procure the provision to Us sufficient funds on demand.

9.8. We and/or Professional Business Affiliates shall have no obligation to provide and may suspend any Services if You are in default concerning the payment of any fees, expenses, disbursements or interest to Us.

9.9. We shall not be responsible for any losses suffered in consequence or related to delayed or failed payment howsoever caused including but not limited to by way of Electronic funds transfers received with insufficient or incorrect details or non-receipt of transfer advices.

9.10. Payment by Us of governmental or regulatory fees on Your behalf is subject to You having provided Us funds to do so, and payment of any outstanding amounts due to Us. We shall invoice You in respect of annual fees payable to any governmental or regulatory entity, and You shall promptly pay or procure the payment of such invoiced amount to Us on receipt of such invoice, and in any event no later than the date for payment stated in the invoice. If payment is made by wire transfer, You must inform Us of the wire instructions, including the dates and amount of the transfer, issuing bank, and invoice number, and provide the payment proof. We shall not be liable for any late payment, penalties, charges or expenses of any kind for which You may be liable as a result of Your delayed or failed payment of fees, or funds to Us for payment of fees, howsoever caused.

10.1. Invoices or e-invoice for fees and all other amounts due will be sent to You through all electronic means (including, but not limited to, email and platform notification on Yicom) and You undertake to provide a

current and valid email address for this purpose. Unless agreed otherwise, any amount requested by Us must be paid in full upon receipt prior to the commencement of the provision of Services. For any sums not paid within the period specified, We reserve the right to rescind and forfeit any discounts or preferential fee arrangements which otherwise applied to the relevant invoice and e-invoice at the full amount which otherwise would be payable. In the event that it becomes necessary to engage collection agents, tracing agents, lawyers or other third parties to secure payment of any invoice which has been outstanding for more than 120 days, You will be responsible for the payment of all such charges on an indemnity basis which shall be added to the relevant invoice. We have a lien over all documents held by it in respect of any unpaid fees and disbursements. All fees, expenses and disbursements payable to Us pursuant to these Terms shall be paid net of any taxes or surcharges.

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