Terms of Service Agreement for Incorporation & Banking Support

1. PURPOSE AND SCOPE OF APPLICATION

This agreement is intended to govern the business relations between you and us. On the basis of this agreement, we shall provide you with various services, such as the formation of an offshore company ("incorporation") and some related services ("additional services") as well as assistance with the opening of bank accounts ("banking support services").

This agreement shall form an integral part of any agreement concluded between you and us on the execution of our order form, either by way of online form or paper form. By placing an order with us, you accept this agreement. A price list and a list of services are available on this site (www.oneibc.com).

Any terms of business which deviate from, contradict or supplement this agreement shall not become a part of any other agreement, unless specifically agreed otherwise in writing between you and us.

2. CONTENT AND SCOPE OF THE SERVICES

2.1 Incorporation and additional services

We can perform the service of incorporating an offshore company for you, in the jurisdictions specified in the list available on this site (www.oneibc.com). We can also organise the supply, either by our affiliated companies or third parties, of additional services such as the supply of nominee directors, nominee shareholders, internet-merchant account, company logo, company seal, company rubber stamp, power of attorney, notarisation and apostille on documents. Our affiliated companies are subsidiary companies or holding companies of One IBC® Group, or any other subsidiary of that holding company.

All additional services will be provided on the basis of a specific agreement between you and the relevant provider of the additional services, except for seals, stamps and logos, notarisation and apostille.

2.2 Banking support services

We can perform assistance in relation to opening a bank account for you. In this framework, we may propose a list of banks, but it is you who is responsible for your choice of bank (the bank). You may choose a bank from the list of banks provided by us or a different bank. The successful setting-up of complementary services such as credit cards, chequebooks or internet banking access is not guaranteed and is offered "as is".

3. RIGHT TO REFUSE SERVICES

We reserve the right to refuse to provide any and/or all our services to you without giving any reason or explanation, and cannot, under any circumstances, be held responsible for such refusal.

3.1 Incorporation

We are not responsible for liability for conversion and have the right of conversion to our nominee director or nominee shareholder after three months from the date you paid your company formation service fee.

3.2 Banking support services

If you do not provide the information requested by the bank within 15 days, we will remind you at least two times through your email address in your order, and we could both refuse to provide the service and pay any refund.

4. LEGAL ADVICE

While we endeavour to provide true and correct information on all our services, we are not providing legal advice. You are responsible for ensuring that you have taken all necessary tax and legal advice with regard to the establishment and operation of an offshore company, and for ensuring that the activities will not breach the law of any relevant jurisdiction.

5. ANTI-MONEY-LAUNDERING AND DUE DILIGENCE

You shall provide us with such information as we consider necessary in order to ensure that your offshore company complies with applicable legislation on anti-money-laundering and due diligence. You are responsible for ensuring that the information provided to us is correct. You also represent to us that assets or funds introduced to an offshore company do not represent either directly or indirectly the proceeds of a crime or other illegal activity. In order to enable us to meet our legal obligation, you shall keep us fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of your offshore company.

6. YOUR OBLIGATIONS

You are obliged to provide the following on the electronic acceptance of the standard virtual office, premium virtual office or full virtual office package.

• A copy of your proof of identity
• A copy of the signed status of your offshore company (by-laws and articles of association)
• A copy of your offshore company’s register of directors
• A copy of your offshore company’s certificate of incorporation
• A postal proxy

You must immediately inform us of any changes relating to the documents mentioned above, your offshore company’s legal form and its corporate purpose, as well as any changes pertaining to the name and personal address of the persons who have the power to bind the company.

6.1 Deposit for incorporation

Under the law in Singapore, it is the duty of directors to wind up an insolvent company. An insolvent company is a company that cannot pay its debts as they fall due. A creditor may go to court and apply for a judgement to be registered against an insolvent company in relation to the debt. If they are still unsuccessful in receiving payment, another option is that a creditor may apply to the court to have an insolvent company wound up. We ask for a deposit in case you have to strike off or wind up your offshore company. For companies in Singapore the deposit will be US$500.

7. FEES

7.1 General

You agree to pay the fees charged by us. Our schedule of fees can be found in the price list available on this site. In addition to the fees mentioned on this site, you agree to pay any out-of-the-pocket expenses, in particular, but not limited to, those incurred in: convening or attending meetings of the directors, shareholders or secretaries; calling or attending any extraordinary general meetings of the company; preparing and forwarding any notice or statement; and all other like expenses.

We start an execution phase only after the receipt of the full payment of the fees. All fees and charges are payable in the currency nominated by us, which is usually US dollar. You are not authorised to withhold fees and interests due to any service-, guarantee- or liability-related claims. In the same manner, any right of off-set on your part is hereby excluded.

7.2 Incorporation

You shall owe us a one-time set-up fee for enabling the formation of an offshore company, in addition to the annual fees. The set-up fee varies according to the jurisdiction and includes a company head office address, a registered agent and all the documents required for the offshore company to be fully operational from the first day of registration (ie the certificate of incorporation issued by the local registrar; the memorandum and articles of association; the resolution relating to the nomination of director and the distribution of shares; and the share certificates). The annual fee is a one-off charge per year, paid upon registration or renewal of registration. It covers the ongoing verification that the offshore company complies with local laws, the renewal of the head office address and the registered agent, and of the governmental charges from the jurisdiction in question.

7.3 The annual fee is non-refundable

You shall owe One IBC® Group all other fees such as government fees, duties, taxes and other third-party disbursements, together with nominee director’s or shareholder’s fees and transfer fees, including disbursements and any out-of-pocket expenses. You acknowledge our right to review annual fees. Any amendment in the fee structure will be notified to you at least one month prior to the commencement of the services for the period to which the fees relate.

7.4 Banking support services

You shall owe us a one-time fee for our service regarding the opening of a bank account. This set-up fee can be changed at any time without prior notice. The set-up fee is quoted in US dollars (USD). You will pay the set-up fee before we begin the performance of the service.

You are expressly informed that we may receive from the bank finder's fees, or retrocession of the banking fees requested from the bank in connection with activity of the account (such as, inter alia, fiduciary deposit commissions, net brokerage fees, securities administration fees, in-house discretionary management mandate fees). The amount of such retrocession will have no effect on the banking fees. By accepting the present terms of business, you expressly renounce any claim to the payment of such retrocession. You are free to request from us any available information on the nature, amounts or whatsoever related to the retrocession.

8. COMMUNICATION AND INSTRUCTIONS

You and we may send to each other instructions, notices, documents or any other communication, either by mail, email or fax, provided always that we may send fee notes by email message attachment. You and we shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed, if to us, to our registered office or such other address we may, by notice in writing, notify to you from time to time; and, if to you, to your address or such other address as you may, by notice in writing, notify to us from time to time, including holding mail instructions that shall be agreed upon in writing. So that we may at all times be able to contact you should the need arise, you agree to inform us immediately upon changing your address, email address, telephone number or fax number.

9. LEGAL INCAPACITY

We cannot be held responsible if the additional services cannot be set up. Our liability regarding additional services is strictly limited to a duty of care in selection, instruction and supervision of our affiliated companies or any other third parties.

Damage or loss resulting from the use of postal services, telegraph, telex, fax, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by you, unless we have acted with gross negligence. This paragraph applies also to the standard virtual office, virtual office premium, and full virtual office services.

In the specific case of the banking support services, we are a third party to the relationship between the bank and you. Therefore, under no circumstance can we be held responsible for the relationship between the bank and you. We have no authority to act, and do not purport to act, as an employee, representative or officer of any bank, and/or to sign on behalf of, or otherwise incur any liability of any sort on behalf of, any bank.

10. DURATION, TERMINATION AND SUSPENSION OF SERVICES, AND REFUND

10.1 Incorporation

Any agreement for the operation of an offshore company is for one complete year. In the event that you terminate the agreement or request us to transfer the management of the offshore company to another agent or corporate-service provider, or to liquidate the offshore company, we will not transfer or liquidate the offshore company until all outstanding disbursements, expenses and/or fees (including, but not limited to, government fees, duties, taxes and other third-party disbursements, together with nominee directors’ or shareholders’ fees and a transfer fee) have been paid in full.

We may refuse to forward to you the corporate documents relating to the offshore company until the mentioned mandate agreement is signed.

Refund – You will receive a full refund of the set-up fee, minus courier charges, if the following three conditions are met.

(i) We are not able to incorporate the offshore company for you.

(ii) We have received all the necessary documents duly completed by you, including a copy of your valid identity document (which has been authenticated according to the exact instructions of the agreement in regards to the exercise of due diligence), and any document which we have requested from you, such as, but not limited to, utility bills not older than three months, your curriculum vitae, a bank reference letter (full documents required for incorporation as below).

10.2 Banking support services

The banking support services end with the opening of the account by the bank, and all relations thereafter are between you and the bank.

Refund

You can decide to cancel your application within the three (3) calendar days following your application for the opening of a bank account. You will receive a full refund of the services fee, minus courier charges, if the following three conditions are met.

(i) The bank, with our assistance, is not able to arrange an appointment with you.

(ii) We, or the bank, have received all the necessary documents duly completed by you, including a copy of your valid identity document (which has been authenticated according to the exact instructions of the agreement in regards to the exercise of due diligence), and any document which we have requested from you, such as, but not limited to, credit-card statement, utility bills, work contract, certificate of incorporation or other evidence of the economic origin of the funds.

(iii) You request the refund within three calendar days of paying the services fee.

NO REFUNDS WILL BE OFFERED, FOR ANY REASON, IF YOU DECIDE TO CANCEL YOUR APPLICATION AFTER THREE CALENDAR DAYS.

11. ASSIGNMENT

To execute the services, we reserve the right to engage subcontractors who are within our authority. Your rights and obligations resulting from any agreement can only be transferred to third parties with our written consent.

12. CONTACT US

If you have any questions, please contact us by email or regular mail at the following address:

One IBC Viet Nam Co., Ltd - A member of One IBC® Group

• Address: 507B Huynh Tan Phat Boulevard, Tan Thuan Dong Ward, District 7, Ho Chi Minh City, Vietnam.
• Telephone: +28 3873 0322
• Email: [email protected]