Personal Data means any data or information (either in isolation or in combination with other information and data held by us) provided by you or through your use of our Platforms that relates to an identifiable individual including but not limited to you, your spouse, your children, your clients and your prospective clients;
Platforms means Our website, Yicom and/or any other electronic platform maintained by Us ;
SBT, We, Us or Our means Success Business Technology Limited, its subsidiaries, affiliates, associated companies, and/or professional business affiliates whom we engage.
Yicom has the meaning in the general terms and conditions of SBT, as amended from time to time.
You and Your means the Party or Parties to these Conditions, other than Us.
We collect various categories of Personal Data from you or from third parties, including but not limited to:
2.1. Contact data: Name, username, residential/office address or other correspondence address, email address, telephone number(s) and other contact details;
2.2. Personal identification information: Date of birth, gender, tax identification number and passport information or identity card details, country of domicile, nationality, politically exposed person (PEP) status and sources of wealth;
2.3. Compliance data: information necessary for discharging the customer/client due diligence obligations in relation to the relevant anti-money laundering laws and regulations applicable to the jurisdiction of the services to be provided, international sanctions and restrictive measures and information about relevant and significant litigation, which may impact our ability to act;
2.4. Biometric data: facial images to satisfy the relevant anti-money laundering laws and regulations applicable to the jurisdiction of the services to be provided;
2.5. Financial data: Income, expenditure, assets and liabilities, payment information, bank account details and transaction, payment history, credit card and other electronic banking data;
2.6. Transaction data: Information about how you use our services such as network usage, how you use the network and your location when using our services, and how you interact with us, such as purchases, order, enquiries and customer account information;
2.7. User content: Content you provide through use of our products or services, such as personal information contained in the documents that you create in our Platform;
2.8. Background information: employment, education, family or personal circumstances, and interests, where relevant;
2.9. Technical data: Information relating to your device or connection, such as internet protocol (IP) address, login data, browser plug-in types and versions, operating system and platform, domain name, and other technology on the devices you use to access our products or services and information we collect through cookies and other data collection technologies;
2.10. Preference data: communication, marketing and other preferences that you set when you set up your account or profile, or when you participate in a survey or a questionnaire that we send you;
2.11. Statutory Register data: Information about you on account of an interest or office you may hold in or certain relationships you may have with a corporate entity, partnership, trust or other vehicle;
2.12. Sensitive/Special Category data: Such information is processed when permitted by law under a legal or regulatory obligation to do so or where you have provided us with the information as is necessary for the service we are providing to you; and
2.13. Others: Any other data as may be required by any members of SBT and/or their respective contractors, sub-contractors, intermediaries, agents, business partners or representatives from time to time and which is necessary for the provision of our services.
We obtain the Personal Data and other information about you and/or your clients as part of our business acceptance processes and as necessary in the course of providing related services.
We collect the Personal Data at and in a number of ways, including but not limited to, from:
3.1. you directly, for example, when you provide the Personal Data by phone or via email, or when you submit the Personal Data through our Platform or over any customer service hotlines or online chat sessions;
3.2. your visits and submissions and/or your authorised representatives’ visit and submissions on our Platform;
3.3. third parties, for example, we may collect the Personal Data from your authorised representatives and advisors(s), our related entities, our business partners and our corporate clients where we are providing services to them;
3.4. our personnel, agents and consultants in connection with our operations or services, such as our staff engaged in the fulfilment of your order, processing of your payment, and provision of support services;
3.5. other users of our products or services, such as when a member of your organisation registers an account for each team member on our Platform;
3.6. publicly available sources;
3.7. recruitment processes; and
3.8. any data provided during a marketing event that We host.
Where we receive data from you about employees, customers or other individuals, we are responsible for ensuring that any such data is transferred in compliance with applicable data protection laws.
We do not collect sensitive data about politics, religion, trade union membership, genetics, health, or sexual orientation.
The purposes for which we use Personal Data, and the legal bases for such processing, are as follows:
4.1. Performance of a service. We process the Personal Data because it is necessary for the performance of a service to which you are a party or in order to take steps at your request prior to entering into a contract. In this respect, we use the Personal Data:
4.1.1. to operate our products or services;
4.1.2. to provide customer support and personalised features;
4.1.3. to protect the safety and security of our Platform;
4.1.4. to satisfy customer/client due diligence obligations in relation to the relevant anti-money laundering laws and regulations applicable to the jurisdiction of the services to be provided;
4.1.5. for any other purpose for which you provide us with the Personal Data.
4.2. Legitimate interests. We process the Personal Data because it is necessary for our legitimate interests, or sometimes where it is necessary for the legitimate interests of another person. In this respect, we use the Personal Data, for example:
4.2.1. for marketing to you (please see the separate section headed “Direct Marketing” below);
4.2.2. for research and development to improve our products or services;
4.2.3. for the administration and management of our business, including recovering money due to us, and archiving or statistical analysis;
4.2.4. in order to protect our legal rights and interests, for example, to process claims involving you (including but not limited to making, defending, analysing, investigating, processing, assessing, determining, responding to, resolving or settling such claims);
4.3. Legal obligations. We also process the Personal Data for our compliance with a legal or regulatory obligation, for example:
4.3.1. to meet our compliance and regulatory obligations, such as compliance with anti-money laundering laws;
4.3.2. as required by tax authorities or any competent court or legal or government authority of any jurisdiction.
5.1. We share information with other companies in our group in order to operate our Platform and to offer and improve our products and services.
5.2. We share information with third parties that help us operate, provide, support, improve, and market our products and services, for example third-party service providers who provide cloud hosting, maintenance, backup, storage, infrastructure, billing, payment processing, customer support, business analytics, and other services.
5.3. Third-party service providers have access to the Personal Data only for the purpose of performing their services and in compliance with applicable laws and regulations. We require these third-party service providers to maintain confidentiality and security of all Personal Data that they process on our behalf and prohibit them from using the Personal Data for their own separate business purpose.
5.4. Information that we share with a third party service provider will be used and disclosed in accordance with their respective privacy practices and policies. You should review the privacy notice of those third party service providers that will gain access to your Personal Data. Please also refer to the section “Link to Third Party Services and Features”.
5.5. If you use any third-party software in connection with our products or services, for example any third-party software that our Platform integrates with, you might give the third-party software provider access to your account and information. Policies and procedures of third-party software providers are not controlled by us, and this Policy does not cover how your information is collected or used by third-party software providers. We encourage you to review the privacy policies of third-party software providers before you use the third-party software.
5.6. Our Platform may contain links to third-party websites over which we have no control. If you follow a link to any of these websites or submit information to them, your information will be governed by their policies. We encourage you to review the privacy policies of third-party websites before you submit information to them.
5.7. We may share your information with government and law enforcement officials to comply with applicable laws or regulations, for example when we respond to claims, legal processes, law enforcement, or national security requests.
5.8. If we are acquired by a third party as a result of a merger, acquisition, or business transfer, the Personal Data may be disclosed and/or transferred to a third party in connection with such transaction. We will notify you if such transaction takes place and inform you of any choices you may have regarding your information.
We do not sell, rent or otherwise make personal information commercially available to any third party, except with your prior permission. If you have questions about the parties with which we share Personal Data, please contact us as specified below.
6.1. Unless otherwise permitted under PDPO, GDPR or any other applicable laws and regulations, we will not collect, use or disclose your Personal Data without your knowledge and consent. We may obtain your consent either by express provisions in an agreement or application/registration form to be submitted to us or by notifications on our Platform.
6.2. If the collection, use and disclosure of such Personal Data is necessary for the purpose(s) set out in section 4 of this Policy, we reserve the right to decline to engage in the relevant relationship or to provide the services to you if you do not consent to our collection, use or disclosure of the Personal Data for such purposes.
6.3. You will be deemed to have agreed and consented to our collecting, using and/or disclosing the Personal Data in the manner and for the purposes described in this Policy if you (a) provide Personal Data to us for any specified purpose, (b) use or access our Platform, (c) enter our premises or use any of the facilities thereon, and/or (d) attend or participate in events or programmes organized by us.
6.4. If you provide us with Personal Data relating to a third party, for example, information of your spouse or children, or your clients/prospective clients, for any particular purpose, you represent to us that you have obtained the consent of the relevant third party for us to collect, use or disclose such Personal Data for the relevant purpose.
6.5. In the case of collecting personal information of any individual under the age of 16 who is covered by the GDPR (i.e. a minor), we will only use or publicly disclose such information if we have obtained explicit consent of the minor’s parent or guardian. We will protect the confidentiality and security of minor’s personal information in accordance with relevant applicable laws and regulations.
We may transfer Personal Data to jurisdictions as necessary for the purposes described above, including to locations outside of Hong Kong or the jurisdiction in which you receive our services, as the transfer of Personal Data is necessary to provide the requested information and/or to perform any requested transaction by you in compliance with applicable privacy and data protection laws and regulations.
You have the right to:
8.1. request access to the Personal Data we hold about you or your clients. We will provide the same in electronic form. At our discretion we may require you to prove your identity before providing the requested information.
8.2. require that any of your incomplete or inaccurate Personal Data that we hold to be corrected or updated.
8.3. request to restrict our processing of the Personal Data where:
8.3.1. you believe such data to be inaccurate;
8.3.2. our processing is unlawful; or
8.3.3. we no longer need to process such data for a particular purpose, which we are unable to delete due to a legal or other obligation or because you do not want it to be deleted.
8.4. where the legal justification for our processing of the Personal Data is our legitimate interest, object to such processing on grounds relating to your particular situation. We will abide by your request unless we have compelling legitimate grounds for the processing which override your interests and rights (such as to comply with any rules and regulations in which we corporate), or if we need to continue to process the data for the establishment, exercise or defence of a legal claim.
8.5. if you have consented to our processing of the Personal Data, withdraw your consent at any time. This includes cases where you wish to opt out from marketing messages that you receive from us.
For individual covered by the GDPR, you also have the right to:
8.6. request us to erase any of your Personal Data that we hold, unless we are required to retain such data in order to fulfil the purposes set out above in section 4 and comply with a legal obligation or to establish, exercise or defend legal claims.
8.7. data portability where you may request a copy of your Personal Data in electronic form and request to transmit that Personal Data for use in another party’s service.
8.8. not be subject to a decision based solely on automated decision-making where the decision would have a legal effect on you or produce a similarly significant effect.
9.1. It is important to note that no security system or system of transmitting information over the internet is guaranteed to be secure. There is an inherent risk in the submission of information online or use of e-mail. We use a variety of technical and organisational measures to help protect the Personal Data from accidental, unlawful or unauthorised access, use, disclosure, alteration, loss or destruction consistent with applicable data protection laws.
9.2. Despite such efforts, however, please note that no company can fully eliminate risks or guarantee the security of personal information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of information about you at any time, and we bear no liability for uses or disclosures of personal information or other data arising in connection with theft of the information or other malicious actions in relation to the Personal Data.
10.1. We may, in compliance with applicable laws, rules, regulations and licence requirements, use the Personal Data (including but not limited to, name, contact information, phone number, residential/office address and email address and information about our services you have purchased) for us and our respective dealers, suppliers, licensors, providers and/or business partners (collectively, the “Service Providers”) to provide you with direct marketing content (pursuant to which we may or may not receive remuneration in return), including sending to you notices and/or updates about discounts, privileged offers, benefits and promotions related to the services offered by us and/or the Service Providers. We will communicate this to you in a number of ways including by post, telephone, email, SMS, instant message, app push notification, social media or other means.
10.2. If you wish to opt-out from receiving any direct marketing material or resume receiving the same (if you have previously opted-out of receiving such material), you may make a written request to our Data Privacy Team together with your registered name, service account, registered telephone number or login name (as applicable).
For your convenience and information, our Services may provide links to other online services, and may include third-party features such as tools and plug-ins. These online services and third-party features may operate independently from us. The privacy practices of the relevant third parties, including details on the information they may collect about you, are subject to the privacy statements or policies of these parties, which we strongly suggest you review. To the extent any linked online services or third-party features are not owned or controlled by us, we are not responsible for these third parties’ information practices.
Data Privacy Team
We may update this Policy from time to time and the updated Policy will be posted on our website. If there is any inconsistency between the English and Chinese versions of this Policy, the English version will prevail.
14.2. We use both persistent cookies and session cookies. A persistent cookie stays in your browser and will be read by us when you return to our Site or a partner site that uses our services. Session cookies only last for as long as the session lasts (usually the current visit to a website or a browser session).
14.3. We use the following types of cookies:
14.3.1. Strictly necessary cookies – these are cookies that are required for the operation of our site. They include, for example, cookies that enable you to log into secure areas of our website.
14.3.2. Analytical/performance cookies – these allow us to recognise and count the number of visitors and to see how visitors move around our Site when they are using it. This helps us to improve the way our site works, for example, by ensuring that users are easily finding what they are looking for.
14.3.3. Functionality cookies – these are used to recognise you when you return to our site.
14.3.4. Targeting cookies – these cookies record your visit to our site, the pages you have visited, and the links you have followed.
14.4. You can block cookies by activating the setting on your browser that allows you to refuse the use of all or some cookies. However, if you do so, you may not be able to access all or parts of our site.
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:
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.
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.
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]
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.
Professional Body and Number: [Professional Body & Practice Cert. Number]
(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.
11.1. We will contact You or any Authorised Intermediary by post, telephone or Electronic communication using the details that You or Your Authorised Intermediary have provided to Us.
11.2. We may record or monitor phone calls and Electronic communications. Such recordings may be used as evidence in the event that there is a dispute and/or for training and customer improvement purposes.
11.3. You may contact Us through Your usual contact by post, telephone or Electronic communication. You acknowledge and accept that with Electronic communication there is a risk of non-receipt, delayed receipt, inadvertent misdirection or interception by third parties. We use virus scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or Electronic storage devices. We also expect You to operate such software. However, Electronic communication is not completely secure and You agree that Yicom shall not be held responsible or liable whatsoever for any damage or loss howsoever caused including, but not limited to, by viruses or by communications which are corrupted or altered after dispatch, or any other failure of Electronic communication.
11.4. We shall incur no liability for or in respect of any action taken or omitted to be taken in reliance upon any instruction believed by Us to be from You or an Authorised Intermediary, even if it is subsequently found not to be genuine or to be incorrect in any way.
11.5. We may refuse to accept any instruction if it is not in writing or if We believe in our sole discretion that:
(a) it was not given by You or any Authorised Intermediary or does not comply with any applicable requirements, including, without limitation, those relating to the Company;
(b) it is not clear, contains incorrect information or is illegible;
(c) it appears to be inconsistent with another instruction received from You or any Authorised Intermediary;
(d) by carrying out the instruction We may be in breach of any applicable Law or otherwise be acting in an Unlawful manner or become exposed to action or censure from any government, regulator or law enforcement agency;
(e) to carry out the instruction would damage its reputation or contravene its internal policies; or
(f) it would be impracticable or impossible to do so.
11.6. We shall not be liable for any losses of any nature howsoever caused arising from a refusal to accept an instruction in accordance with Clause 11.5 above.
11.7. We are entitled to, and will (and subject to clause 11.5) continue to act on instructions received from any Authorised Intermediary until Yicom actually receives written notice from You that he or she is no longer so authorised.
11.8. If We receive correspondence or communications addressed to You, Yicom will use reasonable endeavours to forward the same to You or any Authorised Intermediary by such means as it considers appropriate. If it appears to Us, in our sole discretion, that we should open and review any such correspondence or communication, we may do so and take such action in relation to it as, in our sole discretion, we considers reasonable and appropriate. You agree that We shall not be liable for any liabilities, loss, damages, obligations, penalty, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including legal fees and expenses), whatsoever suffered or incurred by You at any time as the result of late receipt or non-delivery of such correspondence or other communication which We receive on Your behalf, or as a result of any action taken by Us.
12.1. In the event of the appointment or purported appointment of any administrator, receiver, liquidator, administrative receiver, provisional liquidator or similar agent in relation to the Company, or any attempt by any person to enforce a charge over shares or the Assets of the Company (an Appointment), the Company shall forthwith inform Us of any appointment and agrees that We may in our absolute discretion: (i) at the Company’s expense obtain and rely on advice from a reputable qualified lawyer in any relevant jurisdiction as to the powers of the person appointed under Appointment; (ii) comply with any requirements or requests of such person; and (iii) rely on instructions from any person that We believe to be authorised to give instructions under any Appointment. We shall inform the Company of any Appointment as soon as reasonably practicable after it becomes aware of such Appointment.
13.1. We may terminate the Service Agreement under these Terms, unilaterally, by giving not less than 1 day's written notice to the Company and/or Authorised Intermediary, upon which We reserve the right to restrict access to Yicom by the Authorised Intermediary:
(a) without cause and without giving reason;
(b) if the Company shall have committed any breach of its obligations under these Terms and shall have failed to make good such breach within 30 days of receipt of notice from Us requiring the Company to do so;
(c) if the Company is in material breach of any regulatory law applicable to Us and/or Professional Business Affiliates or is subject to any international financial sanction or is otherwise designated as a person with whom Yicom is prohibited from dealing;
(d) at any time that the Company is struck off the Register as a result of failure to pay its annual fee to the relevant governmental or regulatory body;
(e) if there has been a change of Beneficial Owner or Significant Controller; or
(f) if the Company become insolvent, bankrupt or enter into liquidation (except voluntary liquidation for the purposes of reconstruction or amalgamation).
13.2. We may terminate the Service Agreement by immediate notice if in its sole discretion it believes that:
(a) continuing to provide the Services would or might assist in the furtherance of criminal or other Unlawful activity;
(b) continuing to provide the Services would or might constitute a breach of any applicable Law or otherwise be Unlawful;
(c) in continuing to provide the Services, it may suffer reputational damage or be prejudicial to the
interests of Us or the Professional Business Affiliate engaged by Us;
(d) You have given Us false information; or
(e) Your conduct or the conduct of the Company of whatsoever nature makes it inappropriate in any way to continue to provide the Services.
13.3. You may terminate the Service Agreement at any time by giving not less than 90 days written notice and, subject to clause 13.4, the Services will terminate when the Company has been wound up or distributed in full or transferred to another service provider. The Company shall amend all letterheads and all other materials to cease mentioning the name of Us and/or Professional Business Affiliates engaged by Us (including its address) from the date of termination of the appointment of Us under these Terms.
13.4. If You give notice to terminate the Service Agreement and wish to transfer the Company to another service provider, such notice must contain the name of the new service provider and full details of a contact person of such new provider. Any transfer of the Company shall also be subject to any obligations of Ours and the Professional Business Affiliate engaged by Us to ensure that the new service provider is capable of providing the Services and You will take such steps as We and the Professional Business Affiliates engaged by Us requires in order to discharge any such obligations.
13.5. The Company may terminate the appointment of Us and the Professional Business Affiliates engaged by Us under these Terms:
(a) by giving not less than 90 days' written notice to Us;
(b) immediately by notice if the Professional Business Affiliates engaged by Us ceases to be lawfully able to act as the service provider, and that We are unable to find a replacement;
(c) We or the Professional Business Affiliates engaged by Us becomes insolvent, or enters into liquidation (except a voluntary liquidation for the purposes of reconstruction or amalgamation);
(d) The Professional Business Affiliates engaged by Us ceases to hold the requisite licence or other authority required to provide the Services, and that We are unable to find a replacement; or
(e) changes are made to the Terms in accordance with clause 18 hereof, which You do not wish to accept or, in the case of a Service Agreement entered into before the date of these Terms, if You do not wish to be bound by them. If You do not terminate the Service Agreement, Your continued use of the Services offered by Us and Professional Business Affiliates engaged by Us will constitute acceptance of these Terms, and their incorporation into Your Service Agreement.
13.6. Termination of the Service Agreement shall be without prejudice to outstanding payment obligations, the exclusion of liability and indemnification provisions set out in these Terms and in the Service Agreement as well as any other provision of these Terms, as provided by Clause 20.11 hereof, or the Service Agreement to survive such termination.
13.7. We shall, on the termination of its appointment under these terms and upon payment by or on behalf of the Company of any outstanding fees, costs and expenses due to Us (including its standard fees relating to the transfer of service provider) deliver to any succeeding service provider or as the Company may direct all documentation in its possession relating to the affairs of the Company and which are the property of the Company provided that We and the Professional Business Affiliates engaged by Us shall be entitled but not obligated to make and retain copies thereof and retain all other correspondence files, Personal Data and other records to the Company.
13.8. Any Party may terminate the Service Agreement in accordance with Clause 20.9 hereof.
13.9. Termination of the Service Agreement shall not affect the rights of any Party accrued up to the date of termination.
14.1. The Company acknowledges and accepts that the Professional Business Affiliates engaged by Us may provide corporate administration Services to any other person it may think fit whether for its own account or that of any other person or entity including, without limitation, any person or entity the Company may regard as a competitor or otherwise having interests adverse to the Company. Nothing herein contained shall constitute a partnership between the parties hereto nor shall any employee, officer or director of Ours and the Professional Business Affiliates engaged by Us be deemed to be an employee of the Company or entitled to any remuneration or other benefits from the Company.
15.1. We shall not be liable for any damages, losses, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Company or any other person at any time from any cause whatsoever arising out of or in connection with these Terms or related to the performance or non-performance of the services provided under these Terms unless arising directly as a result of Yicom’s fraud, wilful default or gross negligence or that of any of its directors, officers, employees or agents (as the case may be).
15.2. The Company shall indemnify (on a full indemnity basis) and hold Us harmless, our successors and assigns and their respective directors, officers, employees, Professional Business Affiliates (collectively, the Indemnified Persons) and each of them, as the case may be, against all liabilities, obligations, losses, damages, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including legal fees and expenses) whatsoever which they or any of them may incur or be subject to in consequence of these Terms or as a result of the performance of these Terms or as a result of the performance of or non-performance of the Services under these Terms except and to the extent that the same are as a result of the fraud, wilful default or gross negligence of the relevant Indemnified Person, and this indemnity shall expressly take effect for the benefit of any such Indemnified Person existing or future and shall remain in force notwithstanding any termination of such person’s relationship with Us.
15.3. Subject always to the express provisions of these Terms, the limitations of liability and indemnification provided by these Terms or the Service Agreement shall not be deemed to be exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, the constitution of the Company or otherwise, and shall continue after the termination of the appointment of Us and the Professional Business Affiliates engaged by Us by the Company.
15.4. We and the Professional Business Affiliates engaged by Us shall not in any event be liable in tort, statutory duty, pre-contract or misrepresentation (other than fraudulent misrepresentation) or otherwise for (i) any consequential, indirect, special, incidental, punitive or exemplary loss; or (ii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), arising out of or in connection with these Terms or the Service Agreement in each case whether or not We and the Professional Business Affiliates engaged by Us have been advised of the possibility of such loss or damage and howsoever incurred. For the avoidance of doubt We and the Professional Business Affiliates engaged by Us shall not be so liable for any loss of goodwill or reputation.
15.5. For the avoidance of doubt, Our obligations and the Professional Business Affiliates engaged by Us under any Service Agreement, these Terms or otherwise, are owed only to You and to no other person. Without prejudice to the generality of the foregoing, We and the Professional Business Affiliates engaged by Us undertakes and owes no duty of any nature whether fiduciary, in contract, tort, trust or otherwise, in relation to the Service Agreement or the Services, to any Relevant Person or any other person, save as may be required by Law, or by the Service Agreement.
15.6. This Limitation of Liability and Indemnity provision shall survive termination of these Terms.
16.2. Insofar as Personal Data is provided to Us in relation to the provision of Services, the Company warrants and shall ensure that for the duration of these Terms the disclosure of that Personal Data to Us is authorised under applicable Data Protection Law and that, without being required to take further steps (other than as contemplated by clauses 16.3 and 16.4), We can collect, use and disclose that Personal Data in the manner provided for in Terms or the Service Agreement.
16.3. If the Company is directly subject to the Regulation due to Article 3 and We and the Professional Business Affiliates engaged by Us is required to process Personal Data which is disclosed to or otherwise made available to Us and the Professional Business Affiliates engaged by Us by or on behalf of the Company for the purposes of the Professional Business Affiliates engaged by Us providing the Services, the Company may request that We and the Professional Business Affiliates engaged by Us enter into a data processing addendum, but only if and to the extent that We and the Professional Business Affiliates engaged by Us acts as a “processor” (as defined in Article 4(8) of the Regulation) in respect of the relevant Personal Data. The form of such addendum is available on request and We and the Professional Business Affiliates engaged by Us shall not unreasonably refuse to enter into such an addendum.
16.4. Where the Company requires Us to process relevant Personal Data which the Company directly or indirectly source from a third party domiciled in the European Economic Area and the Company is not otherwise able to rely on Article 45 or Article 49 of the Regulation, the Company may request that We enter into such EU standard data protection clauses as the European Commission may adopt from time to time pursuant to Article 46 of the Regulation (EU Model Clauses) in order to satisfy its obligation to provide appropriate safeguards for the transfer of Personal Data. We shall not unreasonably refuse to enter into EU Model Clauses in such circumstances. Without limitation to the generality of the foregoing, We may require amendment to the EU Model Clauses in order (i) to take into account laws and regulations which it is subject to in a non-EU jurisdiction; (ii) to provide reasonable compensation to Us for any additional obligations accepted under the EU Model Clauses (including contingent obligations).
17.1. It is agreed between the Company, Authorised Intermediary, Us and any Professional Business Affiliates who may hold information on the Company, that neither party shall, at any time, disclose to any other person and shall treat as confidential, any information relating to the business, finances or other matters of the other party, which such party has obtained as a result of its relationship with the other party under these Terms, save where the information is or was:
(a) already known to the recipient from a source other than the other party without any obligation of confidentiality;
(b) in the public domain or becomes public knowledge otherwise than as a result of the unauthorised or improper conduct of the disclosing party; disclosed as required by any law or order of any court, tribunal or judicial equivalent, or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank, governmental, supervisory or other regulatory agency or taxation authority (provided that, if legally permissible, the recipient will promptly inform the other party of any such order, direction, request or requirement prior to disclosing any information);
(c) disclosed for business purposes to affiliates, professional advisors, service providers or agents engaged by one of the parties, who receive the same under a duty of confidentiality;
(d) made available by a third party who is/was entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to the other party; or
(e) disclosed with the consent of the other party (including any consents contained under these Terms).
17.2. The parties shall ensure that any confidential information provided to the other party is provided with any relevant consents required which the disclosing party will be responsible for obtaining.
17.3. This Confidentiality provision:
(a) does not prohibit Us from disclosing information to one or more Professional Business Affiliates to protect our own interests with respect to the Company provided always that each Professional Business Affiliates shall also treat such information as confidential;
(b) does not prohibit Us from disclosing information to one or more Professional Business Affiliates for legitimate business purposes connected with the provision of the Services to or with respect to the Company and, without limitation to the generality of the foregoing, We may disclose information relating to the Company without seeking the consent of the Company;
(c) does not prohibit the Company from disclosing a copy of these Terms to its Members or prospective Members; and
(d) shall survive termination of these Terms.
18.1. We may, in our sole discretion, at any time and from time to time change, alter, adapt, add or remove any of these Terms (including the Fee Schedule) and if We do so, We will give notice by posting any such changes on its website (www.yicom.com) (but without other notice to You) making clear the date on which the changes to these Terms come into effect. The current version of these Terms is available at any time on request. Your continued use of Our Services and the Services offered by Professional Business Affiliates engaged by Us, following any changes to these Terms shall constitute acceptance of those changes and You agree to be bound by the current version of these Terms and that the Service Agreement is varied accordingly, with immediate effect.
19.1. Any notices to be given and any correspondence or communications to be delivered or forwarded pursuant to these Terms shall be sufficiently served, delivered or forwarded if sent by email, prepaid airmail or by fax and shall be deemed to be given (in the case of email and fax at 10.00 a.m. on the next Business Day in the place of receipt following dispatch, or in the case of the post 10 Business Days after the dispatch thereof) and shall be sent:
(a) in the case of Us or the Professional Business Affiliates engaged by Us, to the registered office address of the Professional Business Affiliates engaged by Us providing the Services or such other address as has been communicated to You;
(b) in the case of the Company, to such correspondence address, fax number or email address as specified by the Company to Us in writing on or about the Effective Date;
(c) to such other correspondence address, fax number or email address or for the attention of such other person as may from time to time be notified by one party to the other party by notice given in accordance with the provisions of these Terms; and
(d) in the absence of any address specified or notified pursuant to (b) and (c) above, to such other address as We in our sole and absolute discretion considers appropriate.
19.2. Delivery: If a notice or other communication has been properly sent or delivered in accordance with Clause 19.1 above, it will be deemed to have been received as follows:
(a) if delivered to a Party in person, at the time of delivery;
(b) if delivered by commercial courier, at the time of recipient’s signature of the courier's receipt; or
(c) if sent by e-mail, at the time of Electronic receipt to the required e-mail address.
20.1. If any provision of these Terms or a Service Agreement is found by any court or arbitrator to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions which shall remain in full force and effect. If any provision of these Terms or a Service Agreement is found to be invalid or unenforceable and would be valid or enforceable if some part of the provision were modified, the provision in question shall apply with such modification(s) as may be necessary to make it valid. Nothing in these Terms or the Service Agreement shall exclude or restrict any liabilities which cannot lawfully be limited or excluded or provide any indemnity, save, in each case, to the full extent permitted by Law.
20.2. All communications between Us and You will be in English. If We provide a translation of these Terms, a Service Agreement or any communication, the English language version will be the only legally binding version and will prevail if there are any inconsistencies in language.
20.3. These Terms supersede all previous agreements between the Company, Us and the Professional Business Affiliates engaged by Us for the provision to the Company of the Services set out in Schedule 1. These Terms set out the entire agreement and understanding between the parties relating to their subject matter.
20.4. Documents prepared by Us or the Professional Business Affiliates engaged by Us in respect of the Services is Our property and/or the Professional Business Affiliates engaged by Us. We and the Professional Business Affiliates engaged by Us accept no responsibility for the use of these documents for cases or circumstances different from those in respect of which they were originally prepared. The Professional Business Affiliates engaged by Us may enforce this term in its own right.
20.5. Notwithstanding any other provision of these Terms, We shall, at all times, comply with all laws and regulations applicable to it, including but not limited to, its obligations as a company regulated by the relevant jurisdiction.
20.6. The failure by either party to object to or take affirmative action with respect to any breach of these Terms by the other party shall not be construed as a waiver of such breach or of any future violation, breach or wrongful conduct.
20.7. These Terms shall not be assignable by the Company but may be assigned by Us to an affiliated entity at any time without consent of, or prior notice to the Company, a third party service provider, You or any other party.
20.8. A Service Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.
20.9. No Party shall be in breach nor liable for delay in performing, or failure to perform, any of its obligations under the Service Agreement if such delay or failure results from events, circumstances or causes beyond its control. In such circumstances, the affected Party shall be entitled to a reasonable extension of time for performing such obligations. If those obligations are not performed within such extension of time, the Party to whom such obligation is owed, may terminate the Service Agreement forthwith by notice in writing.
20.10. Clauses that relate to limitation of liability and indemnity, language, assignment, confidentiality, notices, governing law and jurisdiction shall survive the termination of the Service Agreement.
20.11. We undertake to keep all records in relation to the Company after the termination of the Service Agreement for such a period as may be prescribed by Law after which time such records may be destroyed, in our sole discretion.
20.12. Save in respect of variations of these Terms and the Service Agreement in accordance with clause 18 and clause 23.2 hereof, a Service Agreement may only be varied by an instrument in writing signed by all Parties. Any variation of a Service Agreement shall be annexed thereto and together they shall constitute one Service Agreement. No waiver of any right or rights arising under the Service Agreement shall be effective unless such waiver is in writing and signed by the Party whose rights are being waived.
21.1. In the event that We in our sole discretion requires professional advice of any kind with respect to You, Your affairs, any other Party, any Relevant Person, the Company, any Service Agreement or the Services, We may obtain such professional advice. You shall reimburse Us for the cost of obtaining such advice.
22.1. Unless provided otherwise by the Service Agreement or otherwise agreed in writing, We and the Professional Affiliates engaged by Us shall not be required to take any legal or similar action on Your behalf or on behalf of the Company. We and the Professional Affiliates engaged by Us may, in our sole discretion, take any such action provided that it and its directors, officers, employees and affiliates and agents are fully indemnified against all liability, and remunerated for all work done and time spent, and reimbursed for all costs and expenses incurred, and on such other terms as may be required by Us and the Professional Affiliates engaged by Us.
23.1. These Terms and the Service Agreement shall be governed by and construed in accordance with the Laws of the jurisdiction of Our Service and the Professional Affiliates engaged by Us that provides the Services. 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.
23.2. The governing law and jurisdiction of any Services Agreement may be changed by Us in our sole discretion, at any time and without giving reasons, by written notice to the other Parties to the Service Agreement.
Services to be provided by the Professional Business Affiliates engaged by Us – for all relevant jurisdiction (including but not limited to British Virgin Islands, Cayman Islands, Seychelles, Samoa, Hong Kong and Singapore, as updated on Yicom from time to time)
1.1. The registered office address of the Professional Business Affiliates engaged by Us providing the Services for the use as the registered office address of the Company (if applicable).
2.1. We and the Professional Business Affiliates engaged by Us will maintain a file for the Company in electronic form at its office (whichever applicable) containing the following:
(a) the original (or a copy) certificate of incorporation of the Company;
(b) a copy of the Articles of the Company;
(c) notices and minutes of meetings and/or resolutions of Members and of classes of Members of the Company unless the Company has elected to keep such records at a place other than the office of its registered agent (if applicable);
(d) notices and minutes of meetings and/or resolutions of Directors and committees of Directors of the Company unless the Company has elected to keep such records at a place other than the office of its registered agent (if applicable);
(e) if the Company has determined to maintain the records referred to at paragraphs (c) and (d) above other than at the office of its registered agent (if applicable), a written record of the place or places at which such records are maintained;
(f) if the Company keeps its original register of Members or register of Directors other than at the office of its registered agent (if applicable), a written record of the physical address of the place or places at which such registers are kept. Any other documents referred to in the section headed “Documents and Information to be Supplied to Yicom”;
(g) 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. Copies of all notices and other documents filed by the Company with the any governmental and regulatory body in the previous 10 years;
(h) an imprint of the Company’s seal; and/or
(i) the registers maintained pursuant to section 3 of this Schedule.
2.2. The documents and records referred to in paragraphs (c), (d), (e), (f) and (g) shall be maintained by Us and the Professional Business Affiliates engaged by Us to the extent as received at the registered office from time to time.
2.3. We and the Professional Business Affiliates engaged by Us shall maintain the content of the Company file for not less than 7 years after the termination of these Terms (or such longer period as may be required by applicable law).
3.1. We and the Professional Business Affiliates engaged by Us shall maintain in electronic form (whichever applicable):
(a) a register of members complying with the requirements of the laws of the relevant jurisdiction or if the Company has made provision for that register to be maintained elsewhere a copy of such register of members;
(b) a register of directors complying with the requirements of the laws of the relevant jurisdiction or if the Company has made provision for that register to be maintained elsewhere, a copy of such register of directors; and
(c) the register of relevant charges created by the Company (if any).
4.1. Upon receipt of relevant documents, resolutions, information, payment and instructions from the Company, We and the Professional Business Affiliates engaged by Us shall ensure that any formalities of filing and registration with the relevant governmental and regulatory body arising as a result of the following are complied with:
(a) change of Directors or any of their particulars;
(b) change in the name of the Company;
(c) amendment to the Articles;
(d) the passing of any other resolution or the taking of any other action which is required to be filed or notified to the relevant governmental and regulatory body; and
(e) annual returns (if applicable) pursuant to section 6 of this Schedule 1.
4.2. We and the Professional Business Affiliates engaged by Us shall have no liability to the Company for any consequences of any late filings and registrations unless information and instruction from the Company have been received by Us at least 5 Business Days in advance of the relevant filing and registration deadline (or such other time period as an authorised representative of Ours may agree in writing with respect to a particular filing or class of filings).
5.1. Subject to the paragraph below, We and the Professional Business Affiliates engaged by Us may pay on the Company's behalf the annual fee (if applicable) to any governmental or regulatory body, to maintain the Company live.
5.2. It is a precondition of the agreement by Us and the Professional Business Affiliates engaged by Us to pay on behalf of the Company the annual fee (if applicable) payable to any governmental or regulatory body that it first be put in funds sufficient to cover any such payment and any outstanding amounts due to Us at least 10 Business Days in advance of any payment deadline imposed by the relevant governmental or regulatory body.
5.3. In addition to the funds having to be cleared and available to Us from the bank account notified to the Company at least 10 Business Days in advance of the applicable payment deadline, the funds must also have been transferred with allocation details in accordance with the instructions set out in the relevant invoice clearly and unambiguously referencing them to the Company. We shall have no liability to the Company (including, but not limited to, in relation to any penalty fees imposed) for any consequences to the Company of any failure to file (or any late filing of) annual filing fees within the time frame prescribed by the relevant law to maintain the Company in good standing under the laws of the relevant jurisdiction or any other fees payable by the Company to the relevant governmental and regulatory body if We have not first been put in funds in accordance with the paragraph immediately above.
6.1. Unless otherwise instructed in writing by the Company, We or any officer, employee or the Professional Business Affiliates engaged by Us shall prepare, execute as authorised signatory of the Company and file, on behalf of the Company, the annual return to the relevant governmental and regulatory body (the Annual Return). The Company hereby authorises Us and any officer, employee or the Professional Business Affiliates engaged by Us to prepare, execute as authorised signatory of the Company and file, on behalf of the Company, the Annual Return and in connection therewith represents and warrants (the Annual Return Representation) that there is no amendments to the information provided to Us since the last Annual Return or since the date of incorporation of the Company, as the case may be, of which We have not been made aware.
6.2. In connection with the preparation, execution and filing of the Annual Return by Us and the Professional Business Affiliates engaged by Us on the Company’s behalf each year, We and the Professional Business Affiliates engaged by Us shall be entitled to continuously rely on the Annual Return Representation except and until it has received written notice from the Company that the Annual Return Representation is no longer true or accurate.
7.1. Where a Company has been transferred to Us all documents provided by the Company’s previous corporate services provider will be accepted by Us as current.
7.2. We are under no obligation to review or update any documents provided by the Company’s previous corporate services provider.
7.3. We will establish and maintain the Company’s information and documents in such format as may be deemed appropriate or necessary in Our sole discretion.
8.1. We reserve the right to impose a transfer out fee on any Company.
9.1. We and the Professional Business Affiliates engaged by Us shall not be required to take any legal action on behalf of the Company other than as may be expressly agreed in writing. In no circumstances shall We take any such action unless it and its directors, officers, authorised signatories, employees and the Professional Business Affiliates engaged by Us are fully indemnified and remunerated to their reasonable satisfaction for costs and liabilities.
10.1. The Professional Business Affiliates engaged by Yicom to provide the Services are to serve as secretary to the Company, such entity or person shall on request certify as an officer of the Company copies of corporate documents maintained on the minute book of the Company but shall not in such capacity undertake substantive activities on behalf of the Company (including, without limitation, the execution of documentation for and on behalf of the Company).
11.1. We reserve the right to require the Company to enter into a specific mail forwarding agreement. If substantial amounts of mail are delivered to the registered office but in the absence of such an agreement, We will use all reasonable endeavours to forward to the Company all correspondence and other communications addressed to the Company and received by Us or the Professional Business Affiliates engaged by Us on our behalf and will forward such correspondence to the appropriate person or persons as notified by the Company, and in the absence of any such notice, such person which We consider most appropriate. We may in our absolute discretion (but is not obliged to) open and review all correspondence or communications addressed to the Company and take such action in relation to it as it considers reasonable. Correspondence and communication will be forwarded by Us by such method as we consider appropriate in the context of the relevant communication. We shall not be liable for any obligations, losses, damages, liabilities, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including fees and expenses) whatsoever suffered or incurred at any time as a result of late receipt or non-delivery of such correspondence or other communications which We receive on behalf of the Company.
12.1. Directorship services, fund administration, private trust company services, other trust services and liquidation services will only be provided on the terms of specific agreements and in each case will be provided only at Our absolute discretion and the Professional Business Affiliates engaged by Us notwithstanding that it already provides other services to the Company.
CONDITIONS OF USE
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.
1.3. 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:
3.4.2. 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 firstname.lastname@example.org;
5.1.4. reset their Security Details at our request;
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 email@example.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.