1. Purpose and Scope of Application
1.1 The present Terms of Business are intended to govern the business relations between Keyway Management and Secretarial Services Limited (“KEYWAY”) and its clients (“Client”) and are inseparable and form an integral part of any agreement for services (verbal or in writing) concluded between the Client and KEYWAY.
1.2 By entering into agreement with KEYWAY, either through the execution of the KEYWAY order form by way of email, online order or paper form (“Agreement”), the Client accepts and is aware of the present Terms of Business.
1.3 In the event of any conflict between the present Terms of Business and any Agreement concluded between KEYWAY and the Client, the provisions of the Agreement shall prevail over the present Terms of Business.
1.4 KEYWAY reserves the right to change (1) the current Terms of Business, (2) the characteristics and features of the services and (3) the fees at any time with immediate effect. The Client hereby:-
(a) acknowledges that his/her relationship with KEYWAY is at least partially based on electronic communications, made in particular through KEYWAY’s website at www.keyway.hk and deems this means of communication appropriate to the nature of his/her relationship with KEYWAY;
(b) confirms that he/she accepts the current Agreement, governing the terms of business of the services, and will contact and notify KEYWAY in accordance with this Agreement should he/she not accept such future modifications to this Agreement;
(c) Declares that he/she will consult regularly with website; and
(d) Accepts to be informed of any such changes by means of this website.
2. Content and Scope of the Services
2.1 Formation and management of a company and additional services – KEYWAY can perform the service of incorporating a Company for the client. KEYWAY can also organise to supply, either by KEYWAY’s 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 & apostille on documents. Affiliated companies means, in relation to KEYWAY, a subsidiary or a holding company of KEYWAY or any other subsidiary of that holding company. All Additional Services will be provided on the basis of a specific agreement between the Client and the relevant provider of the Additional Services, except for seals, stamps and logos, notarization & Apostille.
2.2 Bank Account Opening – KEYWAY can perform the service of assistance in relation with the opening of an account with a bank or another financial service provider (“Bank”), such as a collection account provider, for the Client. In this framework, KEYWAY may propose to the Client a list of Banks, but it is the Client who is responsible for the choice of the Bank. The Client may choose a Bank either among the list of Banks provided by KEYWAY or a third party 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”. The Bank opening procedure is not a guaranteed service, unless otherwise agreed, as the bank opening process must be approved by the relevant Bank and is not in the control of KEYWAY. The service can only be employed for legal purposes as determined by applicable law.
3. Obligations of the Client
3.1 Due diligence documentation may include the provision to KEYWAY, without limitation documents such as original certified copies of identity documents, a proof of legal domicile no older than 3 months, a banker’s reference letter, certified copies of corporate documentation, and certified translations where applicable. Any certification must be done in accordance with the requirements of the applicable jurisdiction and as per KEYWAY’s instructions if any. The Client is obliged to provide the requested due diligence material prior to the commencement of KEYWAY services.
4. Legal and Tax Advice
4.1 Whilst KEYWAY endeavours to provide true and correct information on all its services, it is not providing legal nor tax advice. The Client is responsible for ensuring that he/she has taken all necessary tax and legal advice with regard to the establishment and operation of the Company and for ensuring that the activities will not breach the law of any relevant jurisdiction.
5. Legal Purposes
5.1 The Client warrants that he/she will not use any of the rights granted in any Agreement for any illegal, obscene, immoral or defamatory purposes and will not in any way bring KEYWAY into disrepute. The client will not in any way whatsoever use or combine the KEYWAY name, in whole or in part, for the purpose of trading activities. KEYWAY reserves the right to cooperate with any official investigating authority if required in relation to any allegations of impropriety against the Client.
6. Anti-Money Laundering and Due Diligence
6.1 The Client shall provide KEYWAY with such information as KEYWAY considers necessary in order to ensure that the Company complies with applicable legislation on anti-money laundering and due diligence. The Client is responsible for ensuring that the information provided to KEYWAY is correct. The client also represents to KEYWAY that assets or funds introduced to a Company do not represent either directly or indirectly the proceeds of a crime or other illegal activity. In order to enable KEYWAY meets its legal obligation, the Client shall keep KEYWAY fully and promptly informed of any changes in the beneficial ownership, shareholding and officers of the company. The client shall immediately inform KEYWAY of the nature of the activities of the company and seek KEYWAY’s prior written consent before making any material changes to those activities.
7. Communication and Instructions
7.1 The Client and KEYWAY may send to each other instructions, notices, documents or any other communication either by mail, e-mail or by fax, PROVIDED ALWAYS, that KEYWAY may send fee notes by e-mail message attachment. The Client and KEYWAY shall keep all instructions, notices, documents or any other communication as a matter of proof. Each communication shall be addressed if to KEYWAY, at its registered office or at such other address as KEYWAY may by notice in writing notify to the Client from time to time and, if to the Client, at his/her address or at such other address as the Client may by notice in writing notify to KEYWAY from time to time, including holding mail instructions that shall be agreed upon in writing. So that KEYWAY may at all times be able to contact the Client should the need arise, the Client agrees to inform KEYWAY immediately upon changing his/her address and e-mail address or telephone/fax number.
8. Data Protection
8.1 KEYWAY shall take precautions to protect Client’s information. Despite all security precautions, data including email electronic communications and personal financial data may be accessed by unauthorised third parties when communicated between the Client and KEYWAY. No method of transmission over the internet, or method of electronic storage, is 100% secure therefore, KEYWAY cannot guarantee it is absolutely secure. Clients agree to use software that is compatible with the protocol used by KEYWAY.
9. Services, Fees and Payments
9.1 In General – The Client agrees to pay the fees charged by KEYWAY agreed with Client. In addition to the fees mentioned on the website, the Client agrees 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 any forwarding any notice or statement and all other like expenses.
KEYWAY starts 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 KEYWAY, which is usually US Dollar. The Client is not authorized to withhold fees and interests due to any service, guarantee or liability-related claims. In the same manner, any right of off-set on the part of the Client is hereby excluded.
9.2 Formation and Management of a Company – The Client shall owe KEYWAY a one-time set-up fee for enabling the formation of a 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 company to be fully operational from the first day of registration, i.e.: 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 certificate(s). The annual fee is a one-time charge per year paid upon registration or renewal of registration. It includes the on-going verification that the company complies with local laws as well as the renewal of the head office, of the registered agent and of the governmental charges from the jurisdiction in question. The annual fee is non-refundable. The Client shall owe KEYWAY all other fees such as government fees, duties, taxes and other third party disbursements together with Nominee Directors or Shareholders fees and transfer fees, including disbursements and any out-of-pocket expenses. The Client acknowledges the right of KEYWAY to review annual fees. Any amendment in the fee structure will be notified to the Client at least one month prior to the commencement of the services for the period to which the fees relate. The client can pay the fees due to KEYWAY using methods specified in KEYWAY’s invoice. Clients who send KEYWAY a credit card as payment accept that the company bills their credit card for the full amount of the fees and / or expenses, taxes, duties due to KEYWAY in connection with the service plus any disbursements or out-of-pocket expenses.
9.3 Bank Account Opening – The Client shall owe KEYWAY a one-time fee for its 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 may be quoted in any currency agreed to by the parties. The Client will pay the set-up fee before KEYWAY begins the performance of this service. The Client can pay the set-up fee by any legal means, including through legal counsel. Clients who send KEYWAY a credit card as payment accept that KEYWAY bills their credit card for the full amount of the set-up fee for the account they have chosen plus the price of the courier service if requested.
9.4 Appointment of a director – The Client certify that each of the directors to be named on a company in accordance with an order form submitted to KEYWAY and who has not signed a “Consent to Act as Director” has consented to be a director of the company on its incorporation and that each director who is a natural person has attained the age of 18 years.
10 Duration, Termination and Suspension of Services
10.1 In General – Any Agreement lasts for the period stated in it and will then automatically be extended for successive periods equal to the length of the initial term. In all other aspects, any Agreement will automatically renew on the same terms and conditions. Either KEYWAY or the Client can terminate any Agreement at the end date stated in it, or at the end of any extension or renewal period, by giving at least two months written notice to the other. Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination. The right to immediate termination for good cause remains unaffected.
In case of violation of applicable laws or the present Terms of Business by the Client, KEYWAY may terminate any Agreement with immediate effect, including any Agreement regarding Additional Services provided by KEYWAY’s affiliated companies or third parties. In such a case the Client must take all necessary actions to replace any position being vacant in any Company as a consequence of any such termination and it is explicitly agreed that KEYWAY cannot be held liable for any damage following such an immediate termination.
10.2 Formation and Management of a Company – Any Agreement for the operation of a company is for one complete year. In the event that the Client terminates the Agreement or requests KEYWAY to transfer the management of the Company to another agent or corporate service provider or to liquidate the Company, KEYWAY will not transfer or liquidate the Company until all outstanding disbursement, expenses and/or fees (including but not limited to, government fees, duties, taxes and other third party disbursements together with Nominee Directors or Shareholders fees and a transfer fee of USD750.00) have been paid in full.
As soon as the Company has been incorporated and is registered within the relevant jurisdiction, the Client undertakes to sign the relevant requested document as provided by KEYWAY. KEYWAY may refuse to forward to the Client the corporate documents relating to the Company as long as the mentioned document is not signed.
The Client will receive a full refund of the set-up fee minus courier charges if the following three conditions are met: (i) KEYWAY is not able to incorporate the Company for the Client AND (ii) KEYWAY has received all the necessary documents duly completed by the Client, including a copy of the client’s valid identity document which has been authenticated according to the exact instructions provided by KEYWAY with regard to the exercise of due diligence and any document which KEYWAY has requested from the Client, such as but not limited to utility bills not older than 3 months, his/her curriculum vitae, a bank reference letter AND (iii) the request for the refund is made within 60 days of payment of the set-up fee by the Client.
10.3 Bank Account Opening – The service ends with the opening of the account by the Bank and all relations thereafter are between the Client and the Bank. Any Client can decide to cancel his/her application in the 7 calendar days following his/her application for the opening of a bank account. The Client will receive a full refund of the set-up fee minus courier charges if the following three conditions are met: (i) The Bank with the assistance of KEYWAY is not able to open for the Client an account AND (ii) KEYWAY or the Bank has received all the necessary documents duly completed by the Client, including a copy of the client’s valid identity document which has been authenticated according to the exact instructions provided by KEYWAY with regard to the exercise of due diligence and any document which KEYWAY has requested from the Client, 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 AND (iii) the request for the refund is made within 30 days of payment of the set-up fee by the Client. This is the only case in which refunds are offered. No refunds will be offered, for any other reason, if the client decides to cancel his/her/its application after 7 calendar days.
11.1 The Client is expressly informed that KEYWAY may receive from various parties’ finder’s fee or retrocession of banking fees requested from the Bank in connection with activities of the company. The amount of such finder’s fee or retrocession fees will have no effect on the banking fees and by accepting the present Terms of Business, the client expressly renounces to claim the payment of such fees payable to KEYWAY. The Client may request from KEYWAY any available information on the nature, amounts or whatsoever related to the finder’s or retrocession fee.
12.1 Without prejudice to any specific provision, any damage resulting from the error or omission of KEYWAY, its directors, employees or agents shall be borne by the Client, unless KEYWAY, its directors, employees or agents has acted with gross negligence or fraud or any other liability that cannot be excluded pursuant to applicable law. KEYWAY will not be liable for any loss sustained as a result of any mechanical breakdown, strike, delay or failure of any staff, manager or caretaker to perform their duties.
12.2 Any damage whatsoever caused by or arising from, directly or indirectly, the error, failure, negligence, act or omission of any other person, system, institution or payment infrastructure shall be borne by the Client.
12.3 KEYWAY cannot be held responsible if the Additional Services cannot be set up. KEYWAY’s liability regarding Additional Services is strictly limited to a duty of care in selection, instruction and supervision of its affiliated companies or any other third parties.
Damage or loss resulting from the use of postal services, telegraph, telex, facsimile, telephone, other means of communications or means of transportation, especially loss resulting from delay, misunderstanding, mutilation, abuse by third parties or duplication of copies, shall be borne by the Client, unless KEYWAY has acted with gross negligence.
12.4 KEYWAY cannot be held responsible either in the event of a breakdown of any of the communication means necessary for the performance of its services under this Agreement or for any mail or calls received for the purposes of its services under this Agreement. Further, KEYWAY takes no responsibility for loss or damage arising from the use of fax instructions, including failed or incomplete transmission or loss.
12.5 In the specific case of a Bank account opening, KEYWAY is a third party to the relationship between the Bank and the client. Therefore, under no circumstance can KEYWAY be held responsible of the relationship between the Bank and the Client. KEYWAY has no authority to act and does not purport to act as an employee, representative or officer of any Bank and/ or to sign on behalf or otherwise incur any liability of any sort on behalf of any Bank.
13.1 If any terms or condition contained herein is or may become under any written law, or is found by any court or administrative body or competent jurisdiction to be illegal, invalid, prohibited, or unenforceable then such term or condition shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition, or unenforceability. The remaining terms or conditions herein shall remain in full force and effect.
14.1 To execute the services, KEYWAY reserves the right to engage subcontractors who are within its authority. Rights and obligations of the Client resulting from any Agreement can only be transferred to third parties with the written consent of KEYWAY.
15 Application Law and Jurisdiction
15.1 All relations between the Client and KEYWAY are governed by Hong Kong substantive law irrespective of the rules on private international law.
15.2 The place of performance of the obligations of all the parties and the exclusive venue for any kind of legal proceedings are situated in Hong Kong.
15.3 However, KEYWAY is also entitled to proceed against the Client at the Client’s place of residence or before any other competent court or authority, Article 12.1 of the present Terms of Business being expressly reserved.
15.4 If there is any inconsistency or ambiguity between the English version and the Chinese version, the English version shall prevail.