AS Limited étant régi par la législation applicable à Hong Kong, ce document est obligatoirement en anglais pour pouvoir être reconnu et appliqué.
"Client" means the owner or owners of the Company or Person or Persons authorised b y the owner(s) who have requested AS Limited to provide Services to the owner(s) or authorised person(s) of the company and in the case of more than one owner or person mean such owners or persons jointly and severally.
"Client's Appointees" means any and all persons who may from time to time be nominated, appointed or act as director, alternate director, secretary, manager, partner, trustee, protector, bank signatory, other officer, grantee of a power of attorney, administrator, registered agent, or provider of a registered office, address for legal service, or registered shareholder of the Company.
"Company" means any company, trust, foundation or other legally recognized structure established and/or
administered by AS Limited.
"Person" means any human, firm, company or other body incorporated or unincorporated.
"Services" means, but are not limited to, company formation, management, administration, registered agent, company secretarial, nominee directors or shareholders, bank or brokerage introductions, trustee, advisory and other related services provided by AS Limited to Client's Company.
II. BUSINESS ACTIVITIES
A. AS Limited reserves the right to discontinue providing Services and ceasing to act without notice for any Client if any Client is or becomes an Excluded Person or engages in any illegal or barred activity. An Excluded Person includes those who have been imprisoned or found guilty of any criminal offence; Persons who have been proven to have acted in a fraudulent or dishonest manner in any civil proceedings; and Persons who have acted in any manner displaying moral turpitude. Illegal or barred activities include illegal or other activities related to money laundering, receiving the proceeds of drug trafficking, terrorist activities or criminal activities or trading with such countries which have been excluded by banks and financial institutions from time to time.
B. Business activities not approved by AS Limited include, but are not limited to, industrial espionage, trading in arms and weapons, human beings, human or animal organs, biological substances or nuclear materials, pornography, gaming and any other purpose which is illegal under the laws of any place of incorporation or establishment of the Company or place in which it carries on business or other purposes deemed unacceptable to AS Limited.
III. FEES AND DIRECT COSTS
A. Client undertakes to make payment of the negotiated and agreed Fees for Services charged by AS Limited upon Client receiving an invoice from AS Limited for the same. Fees are as stated in AS Limited's published Fee Schedule, which is subject to change from time to time.
B. Client undertakes to pay AS Limited in advance all Direct Costs, government duties, license fees or government fees of any nature relating to the Company. AS Limited will not be liable for any penalties, fines or other liabilities incurred by the Client or by the Company and the Client accepts full responsibility to pay these and indemnify AS Limited against any liability in respect of the same.
C. In the event Client fails to settle immediately the invoices issued by AS Limited, then Client authorizes AS Limited to deduct the Fees, Direct Costs and other fees from any account or funds under the control of AS Limited that belong to the Client.
D. If Client does not require the Services provided by AS Limited, then Client shall advise AS Limited accordingly within thirty days of receipt of AS Limited's invoice for the forthcoming year's Services. If Client fails to notify AS Limited within the relevant thirty days, then Client shall be deemed to have agreed to pay AS Limited's invoice for the Services in full.
E. AS Limited will not refund monies paid for Services (regardless of the specified term of the relevant service). AS Limited reserves the right not to provide Services or to act on Client's instructions. If AS Limited ceases to provide Services or ceases to act for any reason whatever, AS Limited will not refund monies paid for the same.
IV. DIRECTORS, OFFICERS AND REGISTERED OFFICE
A. Directors and Officers will at all times consider requests from Client, but they will not be required to act in any manner which appears to them to be dishonest, illegal, improper or unethical.
B. AS Limited will procure the resignation of Directors or Officers provided by nominees of AS Limited upon written request from Client.
C. No reference shall be made to the registered office address(es) provided by AS Limited to Client's Company in any marketing or corporate materials, advertisements or public announcements without the specific written consent of AS Limited.
D. AS Limited or the registered agent in the relevant jurisdiction may move their offices to another location
and such a move may require changing of the registered office address(es) of the Company. AS Limited undertakes to give Client as much advance notice as possible of any such move, but it will not accept responsibility for any costs incurred by the Client as a result thereof.
V. CLIENT'S RESPONSIBILITIES
A. Client shall provide AS Limited with a copy of his/her passport for AS Limited's records. AS Limited shall retain the copy of Client's passport in strict confidence unless required to disclose the same to a bank or brokerage firm to open an account or by a competent court of law or otherwise instructed by the Client.
B. Client shall provide AS Limited with updated contact details and instructions regarding restrictions on
C. Client shall not involve the Company in any unlawful act or undertaking as the same may be defined in
various jurisdictions in which Client's Company does business. It shall be Client's sole responsibility to
determine whether any such acts or undertakings are unlawful. AS Limited shall not be responsible for any
unlawful a ct or undertaking in which the Client or Client's Company has been engaged.
D. Client shall ensure that the Company has sufficient funds to meet its commitments to AS Limited and other third party suppliers of services and/or products in a timely manner. AS Limited shall not be responsible for financial commitments of Client's Company.
E. AS Limited expressly disclaims any liability to the Client, the Company, and any third parties for any damage or loss to the Client, the Company or any other Person arising out of the use of the Company and/or Services by the Client or any other Person.
F. Client shall indemnify and hold harmless AS Limited, its affiliates and their directors, officers, employees and agents from and against all claims, actions, costs (including legal) and liabilities arising out of or relating to these Terms and Conditions of Business and the Services provided to the Company.
AS Limited will not divulge to any third party any information concerning the Company, its Owners, its Directors and Shareholders, without the prior consent of the Owner. This clause is inapplicable when AS Limited is compelled by law to disclose such information.
VII. GENERAL PROVISIONS
A. All instructions or requests concerning the affairs of the Company shall be given by the Client in writing to AS Limited. AS Limited may, at its sole discretion, agree to take action on any request or instruction given otherwise than in writing only on the express understanding that AS Limited shall not be liable in respect of any misunderstanding or error regarding the same.
B. All communications in relation to the administration of the Company shall be deemed to have been properly communicated to the Client if sent to the postal address, email address or facsimile as notified to AS Limited by the Client.
C. AS Limited shall not be liable for any failure to comply wholly or in part with any instructions received from the Client and shall not be responsible for consequences arising from non- receipt of instructions for any reason.
D. AS Limited provides information in its brochure, World Wide Web site and other materials regarding offshore fiduciary services, investment advisory and commercial matters. Such information does not purport to be legal, tax or other professional advice.
E. Where AS Limited receives mail, whether by the postal service, courier or other means on behalf of Client, AS Limited reserves the right to inspect the contents of such mail.
These Terms and Conditions of Business supersede all prior Terms and Conditions of Business whether oral or written and no prior notice is required to be given to Client or potential Clients.
IX. TERMINATION OF SERVICES AND AGREEMENT
Any and all obligations of AS Limited shall cease forthwith if the Client shall fail to observe these Terms and Conditions of Business or if it comes to the attention of AS Limited that the Company is being used for activities other than the nature of business to be undertaken by the Company as provided by the Client in the company order.
X. DISPUTE RESOLUTION
This Agreement shall be governed by and interpreted in accordance with the substantive laws of Hong Kong and all disputes arising in connection thereto shall be finally settled by the Hong Kong Arbitration Centre in accordance with its rules. For the avoidance of doubt the Client and AS Limited agree that the decision of such arbitration shall be binding on all parties to that arbitration.