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©2019 by R&B Corporate Services Ltd.   License number TC006200

R&B Terms and Conditions

Terms and Conditions of Business – Corporate Administration

1. Introduction and Definitions

  1. The R&B Corporate Services Limited (the "R&B Group" or "R&B") is an integrated corporate and business services provider.

  2. References in these Terms and Conditions and any engagement letter to R&B, we, our and us mean the R&B entity providing the Services and any Employees. References to you and your mean the Client and/or the Client Entity and any appointees or employees.

  3. Agreement means any agreement which incorporates the Terms and Conditions made between R&B and you relating to the provision of the Services and includes a client engagement email.

  4. Affiliate means any parent or subsidiary of a Client Entity or any other Client Entity which has the same ultimate parent.

  5. Business Day means any day on which commercial retail banks are open for banking business in Hong Kong (not being a Saturday or Sunday).

  6. Client means any person or persons to whom R&B has agreed to provide Services and may be a Client Entity, Member, Affiliate, sponsor, promoter or other connected person.

  7. Client Entity means any person to which the Services are provided or are to be provided.

  8. Constitutional Documents means the documents constituting the Client Entity and includes, without limitation, the memorandum and articles of association, limited liability company agreement, trust deed, partnership agreement and any amendments thereto.

  9. Employees means all partners, directors, officers, employees, consultants and agents of the R&B Group.

  10. Gross Negligence in relation to a person, means a standard of misconduct beyond negligence whereby a person acts or fails to act with actual appreciation of an obvious, unacceptable risk involved, or acts or fails to act with serious disregard of or indifference to an obvious, unacceptable risk.

  11. Law and Regulation means any applicable law, order, regulation, rule, order of court, code or similar in any jurisdiction, as amended, re-enacted or modified from time to time.

  12. Losses means any loss, cost, charge, expense, payment, interest, demand, claim, proceeding, suit, penalty, damages, legal fees, liability, obligation, detriment, adverse judgment, order or other sanction.

  13. Members means the members, shareholders, partners or similar as applicable from time to time of the Client Entity.

  14. Operator means any director, general partner, manager or trustee of the Client Entity and includes, where applicable, any alternate director.

  15. Services means in respect of any Client or Client Entity those services as agreed between R&B and you from time to time and to which these Terms and Conditions apply.

  16. In these Terms and Conditions and in any Agreement, any reference to: (a) a recital, a clause or a sub-clause is, unless the context otherwise requires, a reference to a recital, clause or sub-clause of such Agreement or these Terms and Conditions; (b) these Terms and Conditions or to any Agreement shall be construed as a reference to such Agreement or document as amended, varied, modified, restated, supplemented, novated or replaced from time to time; and (c) any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision as it may have been amended, modified, extended, consolidated, re-enacted or replaced and shall include any subordinate legislation made thereunder.

  17. In these Terms and Conditions and in any Agreement, except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting a gender include every gender and references to persons include bodies corporate and un-incorporate.

  18. The words execution, signed, signature and words of a like import in these Terms and Conditions and any Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper based record keeping systems, as the case may be, to the extent and as provided for in any applicable Law and Regulation.

  19. Clause headings in these Terms and Conditions and any Agreement are inserted for convenience only and shall not affect the construction of these Terms and Conditions or any Agreement.

 

2. Application of Terms and Conditions and Variation

 

  1. These Terms and Conditions apply to all Services provided by R&B and should be read in conjunction with any Agreement also made between R&B and you.

  2. In the event of any inconsistency between these Terms and Conditions and the terms of any Agreement entered into by us and you in relation to the services, the terms of the Agreement shall prevail. The Agreement and these Terms and Conditions are together referred to herein as the Client Agreement.

  3. If you instruct R&B to provide the Services to a Client Entity following receipt of these Terms and Conditions the Client and the Client Entity shall be deemed to have agreed to, and be bound by, these Terms and Conditions.

  4. R&B will provide, or arrange the provision of, the Services and will have the power, authority and right to act in relation to the general administration of the Client Entity in accordance with the Client Agreement.

  5. We reserve the right to vary these Terms and Conditions from time to time, including during the course of the provision of the Services, without your prior consent. These Terms and Conditions and any future variations will be published on R&B.com by way of public notice to all current and prospective clients. On the basis of such publication you shall be deemed to have agreed to these Terms and Conditions and all such variations.

 

3. Proper Instructions

 

  1. We may rely and act upon Proper Instructions. Proper Instructions means instructions and information:

    1. Given or purportedly given by:

      1. Any person we reasonably believe to be authorised by you;

      2. The Client;

      3. Any Operator; or

      4. Any secretary of the Client Entity (if not provided by R&B);

    2. Given by letter, fax or any means of electronic transmission (including email, any client service portal or other means of communicating over the internet) that is received by us in a form legible to us; or

    3. Given by means of telephonic communication subject to the Client Entity and R&B having first agreed in writing the circumstances in which telephonic instructions may be given and whether and when written confirmation of such telephonic instructions is required.

  2. We are not under any duty to make any enquiry as to the genuineness or authenticity of any instructions or the authority or identity of the person giving them.

  3. In order to communicate with you efficiently, we may communicate with you by unencrypted email, unless you expressly instruct otherwise, either generally, or for highly confidential messages. Internet communications, however, cannot be guaranteed to be secure or error-free as they may be intercepted, corrupted, lost, arrive late or contain viruses. R&B shall be entitled for all purposes in relation to dealings with all persons to rely on the authenticity and accuracy of all information and communications of whatever nature (including through facsimile, email, client service portal, the internet or similar systems) received by R&B in good faith in connection with the performance of its duties and shall not be responsible or liable to any person for any Losses arising by virtue of any such information or communication not being authentic and/or accurate or any communication transmitted to or by R&B having been interfered with, intercepted or manipulated by any person.

  4. We shall not be obliged to take or omit to take any action pursuant to instructions where in our opinion we have doubts as to the authority of the person giving the instructions, such instructions are not sufficiently clear and/or precise or do not contain sufficient information to allow R&B to comply materially with such instructions.

  5. Neither R&B nor any Employee shall incur any liability in respect of any action taken or not taken by R&B or any Employee in good faith in reliance upon Proper Instructions and the Client and/or the Client Entity irrevocably indemnifies R&B and the Employees against Losses suffered or incurred by any of them resulting from any action taken or not taken by R&B or the Employees in good faith in reliance upon Proper Instructions.

  6. In providing the Services, R&B may refuse to act or take any action or omit to take any action which, in its opinion:

    1. may be contrary to any Law or Regulation;

    2. may conflict with any provision of the Constitutional Documents;

    3. may be inconsistent with any duty owed by us to the Client or the Client Entity; or

    4. would result in the risk of prosecution or other sanction of any kind in any jurisdiction or the withdrawal of, or imposition of any conditions in respect of, any licence, consent or other authorisation issued to R&B by any legal, governmental or regulatory authority in any applicable jurisdiction.

 

4. Due Diligence

  1. We are required to complete due diligence checks on all new and existing Clients and Client Entities. These checks will include gathering information and documents to identify and verify each individual or entity for whom we act and, if applicable, certain persons connected to them such as principals or beneficial owners of that entity. We may conduct electronic identity verification searches.

  2. We will notify you of the information and documents we require to satisfy our due diligence checks, including the form of those documents.

  3. We may immediately cease to provide the Services if, within a reasonable period, you fail to produce or delay in producing any information or documents (in a form acceptable to us) we require for our due diligence checks. If we so terminate our engagement, that termination will be without any liability on our part and without prejudice to our ability to claim our fees, disbursements and charges incurred prior to that termination.

 

5. Undertakings and Acknowledgements

 

  1. You undertake and covenant that (in respect of yourself and any Client Entity):

    1. all information supplied to R&B by the Client, Client Entity or Affiliates at take on and on request at any time during the Client Agreement (whether by way of provision of information in a take on form, transfer of books and records maintained by a previous provider, supporting documentation or otherwise) is complete, accurate and not misleading as at the date it is given and R&B will be kept fully and promptly informed of any material changes in such information;

    2. all assets and funds which have been or will be introduced to the Client Entity have been lawfully introduced and are not derived from or otherwise connected with any illegal activity;

    3. neither you, the Client Entity nor any assets or funds held by the Client Entity will be engaged or involved whether directly or indirectly in any unlawful activity or be used for any unlawful purpose;

    4. you and the Client Entity will comply with each relevant Law and Regulation with respect to the Client Entity's activities, including but not limited to filing requirements in all applicable jurisdictions, and that all taxes and governmental dues payable by the Client Entity are discharged;

    5. the Client Entity holds or will hold all relevant licences, consents or approvals to undertake its activities and such activities will not be undertaken without such licence, consent or approval;

    6. you have taken and will continue to take, in respect of yourself and the Client Entity, appropriate tax, accounting, legal and other advice with regards to the establishment and operation of the Client Entity and the Services provided by us;

    7.  no instructions will require any unlawful act to be undertaken by us or on our behalf;

    8. you will notify us, immediately upon becoming aware, of

      1. any act, omission or event which may have a material effect on the Client Entity or its activities or assets;

      2. any actual or threatened litigation or investigation by any judicial or regulatory body in any jurisdiction;

    9. you will promptly provide R&B with all such information, declarations, documentation and records (as well as notification of any changes which relate to or affect the Services being provided under the Client Agreement) as we may reasonably require to perform our duties; and

    10. you will neither cause nor permit anything to be done which will or is likely to impose any civil or criminal liability or penalty on R&B or any of the Employees.

  2. You acknowledge and accept that:

    1. R&B may be required to disclose information in relation to the Client or the Client Entity to a foreign tax authority and/or report from time to time to local tax authorities information which may be exchanged to a foreign tax authority; and

    2. the Services do not, and will not, include the provision of any investment advice or any tax or legal advice on the laws or regulations of any jurisdiction and that any discussions that R&B may enter into with the Client from time to time in the course of the provision of the Services will be for general information purposes only and no such discussions may be relied upon by the Client as investment, legal or tax advice.

 6. Agents, Delegation and Professional Advice

 

  1. In the performance of its duties and in the exercise of its powers, R&B may act by responsible Employees and, at the expense of R&B, may appoint sub-administrators, nominees, agents or other delegates, who may be an Affiliate of R&B, to perform in whole or in part any of its duties (and may include in such appointments powers of sub-delegation) provided that R&B will continue to be responsible to you as if it were performing the Services directly.

  2. We may, with your prior consent (not to be unreasonably withheld or delayed) and at your cost, obtain and rely upon (without responsibility for any Losses) professional advice on any matter relating to the Services including, if legal advice is required in respect of the Client Entity in respect of the laws of the British Virgin Islands, Cayman, Guernsey, Jersey or Luxembourg, legal advice from a member of the R&B Group.

 

7. Fees and Disbursements

 

  1. Unless agreed otherwise, we shall be entitled to fees calculated in accordance with our schedule of fees (whether fixed fees or time spent) in place from time to time.

  2. Our billing rates vary according to the experience, qualifications and role of the individuals involved. Our billing rates are reviewed from time to time and may be adjusted as we consider necessary. The rates applied will be those in force at the time the work is undertaken.

  3. Fixed fees may be adjusted annually by reference to inflation, overheads, competitor rates and such other factors as we may consider to be fair and reasonable.

  4. It is not our practice to notify you of changes to billing rates but we will provide up to date information upon request.

  5. The Client Entity shall be responsible for the payment of its own costs and expenses (whether incurred directly by the Client, the Client Entity or by R&B).

  6. By instructing us, you authorise us to incur and charge for disbursements such as those relating to registry fees, court fees, courier services, government fees, travel expenses and other third party charges. In addition, a sundry expenses charge of up to 4% of fees may be included in each invoice to cover general expenses which it is not practical to charge on a provision basis such as those relating to telephone calls and in-house photocopying and printing charges.

  7. Where significant or unusual third party payments are required we may forward any related invoices to you for direct payment or request monies on account.

  8. If a disbursement for which we request monies on account is incurred in a currency other than that in which the invoice is being produced, those disbursements will be converted to the same currency as that in which the invoice is being issued using the relevant oanda.com rate as we may use from time to time. Should there be any currency fluctuations in the period between the calculation being made and the disbursement being settled, we reserve the right to charge you for the additional cost.

  9. Where you settle an invoice in a currency other than that in which the invoice has been issued we reserve the right to retain any resulting foreign exchange gains unless you request return of the excess (minus any bank charges incurred in respect of that payment).

  10. If another member of R&B records time in a currency other than that in which the invoice is being produced, the fees of that other R&B member will be converted to the same currency as that in which the invoice is being issued using the relevant oanda.com rate as we may use from time to time.

  11. Our mandatory due diligence procedures may result in a charge depending on the extent of the due diligence required.

  12. We will add to your invoice any value added tax, goods and services tax or other similar tax that may be chargeable on all or any part of the services which we provide as part of our engagement or any disbursements or charges in relation to those services.

  13. In the event that you are required to withhold or make any deductions in respect of any tax or similar levy, you will pay to us such additional amount as will ensure we receive the same total amount that would have been received if there were no such withholding or deduction.

 

8. Payments on Account and Client Monies

 

  1. We reserve the right to request a payment on account of fees, disbursements and/or charges.

  2. Where we are holding money for you, on account or otherwise, we may use this money towards payment or part-payment of any of our outstanding invoices. Should you inform us in writing of a bona fide dispute in relation to our fees, disbursements or charges, we will place such funds on a suspense account pending resolution of any such dispute.

  3. Any monies retained in our client account or held in an account established for the Client or the Client Entity (irrespective of the reason for which they are held) shall be placed on account with a bank separate from R&B's own funds. In the event of such a bank being unable to meet its obligations to its creditors for any reason (including but not limited to any form of insolvency), we shall not be liable to any person for any Losses (whether consequential or otherwise), damages or liabilities howsoever arising and your liability for payment of our fees, disbursements and charges shall remain unaffected.

  4. To the extent that tax is or is required to be deducted from any amounts paid or received by a Client Entity, any Member or other connected entity, we may account to the relevant tax authorities for tax deducted.

  5. Where we receive or are holding money for you on account or otherwise and we have suspicions of money laundering or any illegal activity we may be obliged to report those suspicions to the relevant authorities and reserve the right to refuse to transfer out such money without the prior sanction of any relevant authorities.

  6. Following termination of the engagement any monies retained in our client account shall (subject to clause 8.5 and clause 10) be dealt with in accordance with R&B's client account balances procedure (a copy of which is available on request) which may involve any negligible or untraceable amounts being paid away to charity.

 

9. Payment

 

  1. Unless otherwise agreed, and except where we issue an invoice for pre-payment of annual fees for Services to be rendered and for applicable charges to be payable by the Client Entity under any Law and Regulation, invoices are usually rendered monthly in arrears and generally include all fees, disbursements and charges incurred up to the date of the invoice. Unless otherwise agreed with us, payment is due immediately.

  2. If payment is not made within 30 days, we may charge interest at a monthly rate of 2%.

  3. Without prejudice to our right to claim interest, if payment is not made when due (or if we request payment on account of fees, if payment is not made when requested), we may stop acting for you and exercise the rights set out at clause 10.

  4. You and/or the Client Entity remain personally responsible for payment of our fees where it is intended that our fees will be met from any source other than your own funds. You and/or the Client Entity are liable when payment is due, whether or not monies are available from any such other intended source.

  5. All fees, costs and expenses due to R&B pursuant to the Client Agreement may be invoiced and collected by any member of the R&B Group for and on behalf of R&B. Payment by the Client Entity to any member of the R&B Group will constitute a valid discharge of the obligation to pay R&B.

 

10. Lien

In the event of non-payment of all or any part of any fees, disbursements or expenses due from you or the Client Entity (whether during the course of the services being provided or on termination) we shall have a general and particular lien over assets, documents and funds held by or on behalf of you or the Client Entity for all claims and money owing by you or the Client Entity under any contract whatsoever and in any other way whatsoever until the contract price has been received.

 

11. Confidentiality and Data Protection

 

  1. References in these Terms and Conditions to Client Information means all the details we hold about you and the matters upon which we are instructed by you, whether those details are supplied by you or come from third parties. We are committed to ensuring that Client Information is kept confidential in accordance with these Terms and Conditions.

  2. Subject to clause 11.6 and 11.7 R&B shall not at any time disclose to any person, and shall treat as confidential, any Client Information.

  3. Subject to clause 11.6 the Client and the Client Entity shall not at any time disclose to any person (other than its directors, officers, employees, consultants and agents on a need to know basis and provided they are subject to similar standards of confidentiality) and shall treat as confidential, any information regarding R&B (including but not limited to fees, business operations, terms, customers).

  4. Neither party shall without the written consent of the other party, at any time after the termination of its appointment under the Client Agreement, represent itself as being in any way connected with or interested in the business of the other.

  5. Where such Client Information consists of personal data about you and/or your officers, employees, shareholders, beneficial owners, associates, agents and, where applicable, family members you acknowledge that we may process such personal data in accordance with any data protection legislation applicable to us and our privacy policy which is available here.

  6. Neither party shall disclose to any third parties any Client Information or confidential R&B information unless:

    1. such disclosure is permitted by these Terms and Conditions;

    2. such information is already in the public domain or known to the recipient (otherwise than as a result of unauthorised or improper conduct of the recipient);

    3. disclosure is required under any applicable Law or Regulation, any order of a court with jurisdiction or pursuant to any direction, request or requirement (whether or not having the force of law) any governmental, regulatory or supervisory body;

    4. the disclosure of any information is to any person we reasonably believe to be authorised or engaged by you, for example delegates or professional advisors (including but not limited to the circumstances in clause 6) who receive the same under a duty of confidentiality;

    5. the disclosure of any information in accordance with clause 5.2; or

    6. the disclosure of any information is with the consent of the relevant parties to the Client Agreement.

  7. We may disclose Client Information for legitimate business purposes to any of the following, which may be in another country:

    1. other members of the R&B Group which have agreed to be subject to the terms of these Terms and Conditions, including this clause;

    2. service providers or agents who are subject to duties of confidentiality such as auditors, credit reference agencies, insurers, debt collectors and providers of computing facilities.

  8. The legitimate business purposes for which we use and may disclose Client Information include but are not limited to:

    1. general client and matter management, undertaking internal conflict of interest checks, anti-money laundering and financing of terrorism checks, analysing R&B's performance and generating internal financial and marketing reports;

    2. assessing legal and financial risks and collecting debts;

    3. ensuring that our client care is of the highest quality;

    4. marketing R&B's services to you in the future, which may involve contacting you or, where applicable, individuals within your organisation using the contact details that you have provided to us.

  9. From time to time we may wish to refer to you as a client of R&B in publications or other marketing material. We may also wish to refer to matters on which we have acted for you where we reasonably consider that such matters are in the public domain or are otherwise not of a confidential nature. Unless you advise us otherwise in writing (either generally or in relation to any particular matter), we will take it that you consent to this.

  10. If we have suspicions of money laundering based on information obtained by us professionally, it may be necessary or appropriate for us to report those suspicions to the relevant authorities. Such a report does not breach any duty of confidentiality owed by lawyers to their client.

  11. Where any transfer of Client Information as described in these Terms and Conditions is to any person in another country, such transfer is on the basis that anyone to whom we pass it provides an adequate level of protection. However:

    1. that other country may not provide the same level or type of statutory (other legal) protection as your country; and

    2. in some circumstances, your Client Information may be accessed by law enforcement agencies and other authorities to prevent and detect crime and comply with legal obligations.

  12. You must ensure that any Client Information provided to us has been provided legitimately and that there is a legitimate basis under any applicable data protection legislation for providing such data to us.

  13. Depending on the nature of the Services, any entity within the R&B Group may act as either data controller or data processor. If applicable the terms of the Agreement will set out the identity of such persons.

  14. If we have suspicions of money laundering based on information obtained by us professionally, it may be necessary or appropriate for us to report those suspicions to the relevant authorities. Such a report does not breach any duty of confidentiality owed and we shall not be liable for any Losses suffered as a result of a delay in providing the Services or for R&B's refusal to provide information regarding such delay.

 

12. Limitation of Liability and Indemnity

 

  1. We will not be liable for any failure or delay in providing any Services as a result of circumstances beyond our control including, without limitation, fire, flood, storm, earthquake, wars and riots.

  2. Neither R&B nor any of the Employees shall, in the absence of fraud, wilful default or Gross Negligence, be liable for any Losses suffered or incurred by the Client and/or Client Entity at any time from any cause whatsoever arising out of any act or omission on the part of R&B in connection with R&B's duties under the Client Agreement.

  3. The Client and/or or Client Entity shall indemnify (on a full indemnity basis) R&B and the Employees against any Losses which may be suffered or incurred by R&B or any of the Employees from time to time in connection with the provision of Services save where such Losses arise from the fraud, wilful default or Gross Negligence of R&B.

  4. The indemnity set out at clause 12.3:

    1. extends to any Losses suffered or incurred in respect of proceedings, claims or demands brought against any indemnified person by any third party arising out of or in connection with the provision of the Services;

    2. may be called upon in respect of claims, proceedings or demands whether or not R&B is a party and whether or not R&B has suffered any Losses; and

    3. may be called upon in respect of claims, proceedings or demands brought against an indemnified person who (``) has ceased to be a member of the R&B Group; or (ii) has ceased to be an Employee.

  5. R&B shall send to the Client Entity (in accordance with the notice procedures set out in clause 18) as soon as practicable all notices of claims, summons or writs which it receives from third parties relating to the Client Entity and shall be under no further liability in relation thereto having acted as aforesaid.

  6. R&B shall not be required to take any legal action on behalf of the Client Entity unless R&B so agrees and unless R&B is fully indemnified to its satisfaction against all costs and liabilities howsoever connected with such actions. If the Client Entity requests R&B in any capacity to take any action, which in the opinion of R&B may make it or its nominee liable for the payment of money or liable in any other way and if R&B so agrees then R&B shall be kept indemnified in a form satisfactory to it as a prerequisite to taking such action.

 

13. Termination

 

  1. The termination of the Client Agreement shall be without prejudice to any antecedent liability of the parties to the Client Agreement and, without limitation, R&B shall be entitled to receive all fees, disbursements and other expenses accrued due up to the date of such termination and for any fees, disbursements and charges associated with the transfer of the Client Entity's files to another service provider of your choice.

  2. The Client Agreement shall be terminated immediately upon one party giving to the other parties notice of termination in the event of:

    1. either party becoming insolvent or going into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the parties to this agreement) or a receiver being appointed or some event having equivalent effect occurring; or

    2. either party committing a material breach of the Client Agreement and (if such breach is capable of remedy) that party not making good such breach within thirty days of service upon the party in breach of notice requiring the remedy of such breach.

  3. Without prejudice to the generality of the foregoing, a material breach of the undertakings in clause 5 shall not be capable of remedy.

  4. Without prejudice to the right to terminate in clause 4.3 and 13.2 we may terminate our engagement in respect of any Client or Client Entity immediately where we consider, in our sole and absolute opinion that:

    1. your actions may potentially breach any Law or Regulations;

    2. the Client or any Client Entity may be unable to meet any of its contractual payment obligations to us; or

    3. the Client, any Client Entity or any of its connected persons is or may be (i) under investigation by any legal, judicial, fiscal, regulatory or police body in any jurisdiction or (ii) threatened with or charged with any criminal offence in any jurisdiction.

  5. Subject to R&B's obligations pursuant to any Law and Regulation applicable to it (including, without limitation, relating to its anti-money laundering obligations), upon termination of the Client Agreement for whatever reason:

    1. subject to clause 10 above R&B shall, at the cost of the Client Entity, deliver to the Client Entity the Client Entity's records and all documents pertaining to the business and affairs of the Client Entity in the possession of R&B; and

    2. R&B may notify the registrar of companies and any other registry or person on behalf of the Client Entity that the registered office and the business address of the Client Entity is no longer located at the offices of R&B, and the Client Entity authorises R&B to deliver such notifications on behalf of the Client Entity.

  6. You acknowledge that all of R&B's working papers relating to carrying out its duties are the property of R&B and not the Client or the Client Entity.