Terms & Conditions for Company Secretary Services
Please read these terms and conditions (the “Agreement”) carefully before hiring the services of Statrys Corporate Services Limited (”Statrys”, “us” / “our”). This Agreement shall govern the availability and use of the various services provided by Statrys, including but not limited to the company incorporation services and the company secretarial services (“Statrys Service(s)”).
By accessing or using any or part of the Statrys Services, you (the “Client”, “you”/ “your”, “any authorized user”) agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, please do not access or use any of Statrys’ Services.
Notwithstanding the foregoing, you shall regularly review the terms and conditions of this Agreement. You may access the latest version of this Agreement at any time on the Statrys Website (statrys.com).
This Agreement is effective and legally binding on the date when the Client applies for company incorporation services, company secretarial services, or otherwise uses other Statrys Services. Your acceptance of this Agreement and your use of the Statrys Services is a confirmation that you fully understand and accept these terms and conditions. If you do not understand any of these terms and conditions, please contact email@example.com for more information.
1. Important Information
1.1. You acknowledge that you and your use of the Statrys Services are subject to the mandatory provisions of Applicable Law. You are solely responsible for understanding and complying with any Applicable Law that may be applicable to you in connection with your use of the Statrys Services.
1.2. We may terminate, suspend or limit your use of the Statrys Services in the event that you breach any of the Applicable Laws, the terms and conditions in this Agreement, any other agreement you may enter into with Statrys, or pursuant to any proprietary monitoring used by Statrys when assessing the risks associated with your Company and your business activity.
2.2 “Applicable Law” shall mean any law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions applicable to Statrys Services, including but not limited to, laws governing anti-money laundering, counter-terrorist financing, Sanctions, consumer protection, data protection, and taxes. Applicable Law notably includes the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance, the Drug Trafficking (Recovery of Proceeds) Ordinance, the Organized and Serious Crimes Ordinance, the United Nations (Anti-Terrorism Measures) Ordinance, the United Nations Sanctions Ordinance and the Weapons of Mass Destruction (Control of Provision of Services) Ordinance and similar legislation in all jurisdictions in which Statrys operates.
2.3. “Business Day” shall mean a day other than a Saturday, Sunday, or public holiday in Hong Kong on which Statrys is open for business.
2.4. “Client” shall mean you, the individual or legal entity who enters into this Agreement for the Statrys Services.
2.5. “Company” shall mean any legal entity in relation to which the Client uses, has used or will use the Statrys Services
2.6. “Fees” shall mean the charges payable by you to us for using the Statrys Services.
2.7. “Restricted Person” shall notably mean a person that is (i) listed on, or owned or controlled by a person listed on the Sanctions list; (ii) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide Sanctions; or (iii) otherwise a target of Sanctions.
2.8. “Sanctions” shall notably mean any economic sanctions laws, regulations, embargoes, or restrictive measures administered, enacted, or enforced by:
(i) Hong Kong;
(ii) the United States;
(iii) the United Nations;
(iv) the European Union;
(v) the United Kingdom;
(vi) any other jurisdiction in which Statrys operates; or
(vii) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”) (together “Sanctions Authorities”).
2.9. “Service Providers” shall notably include certified public accountants, notaries, banks, payment service providers, clearing networks, and other third-party services used by Statrys in the course of supplying the Statrys Services.
2.10. “Statrys Website” shall mean our website at https://www.statrys.com.
3.1. Statrys is a licensed Company Service Provider under Hong Kong law, with TCSP license number TC008677.
3.2. The services provided by Statrys are within the Company Service Provider’s scope, and they include but may not be limited to:
- company incorporation services;
- Registered address;
- company secretarial services;
- Update of statutory records with the authorities; and
- Update of changes in the structure of the company in regard to shareholders, capital, and particulars of individuals in the company structure.
In the case, the Client requires a specific Service he may contact firstname.lastname@example.org and received a specific quotation of the Service required. The period the Services are rendered will be specified in the communication with the Client.
3.3. Before entering an official business relationship Statrys will request and obtain information from our Clients and/or third parties or public sources, to determine the due diligence of the Clients (individuals and corporations) under all Applicable Laws. Before the business relationship is entered into the client must provide the requested documents for due diligence, if the Client does not provide all requested documents, Statrys will not enter into a business relationship and will not process the company incorporation. If the result of the due diligence performed does not satisfy the due diligence requirements, Statrys will not enter into a business relationship and will not process the company incorporation. In the case the fees were paid in advance, Statrys will refund the service fees, the applicant must be aware of this refund excludes the transfer fees charged by third parties.
3.4. Statrys is not a law firm or a certified public accountant, and Statrys does not provide services out of the scope of the activities falling within the scope of its TCSP license, such as:
- Legal advice;
- Accounting and bookkeeping;
- Tax; or
- Financial advice.
3.5. By hiring Statrys for the provision of the company incorporation and company secretarial Services, the Client agrees to appoint Statrys as the company secretary for their Company incorporated in Hong Kong.
4.1. You may contact client support at any time by sending a message through the contact links on the Statrys Website or via e-mail at email@example.com
4.2. All requests or instructions concerning the affairs of the Company shall be given by the Client in writing to Statrys. Statrys 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 Statrys shall not be liable in respect of any misunderstanding or error regarding the same.
4.3. Statrys 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.
4.4. You agree that Statrys may provide notice or other information to you by posting it on the Statrys Website, emailing it to the email address provided by you, calling you by phone, or sending you a “text” message. You shall have internet access and an e-mail account to receive communications and information relating to Statrys Services.
4.5. Statrys may amend the terms of this Agreement from time to time. In the event of any amendment, we will send you an email notification two (2) weeks before the changes take effect. If you disagree with our changes, then you should stop using the Statrys Services and terminate this Agreement within the designated notice period. Otherwise, in the absence of such notification before the proposed date of their entry into force, you will be deemed to have accepted those changes if you continue to use the Statrys Services. Your continued use of the Statrys Services will be subject to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute aro
4.6. You may request a copy of any legally required disclosures (including this Agreement) from us and we will provide this to you so that you can store this document (for example, by e-mail). Statrys reserves the right to stop providing services if you withdraw your consent to receive electronic communications.
5.1. All Fees that may be charged by Statrys are disclosed on the Statrys Website or are as may have been agreed with you through separate communications. You agree to pay all the Fees and your continued use of the Statrys Services indicates your continued acceptance of the Fees.
5.2. The Fees are subject to adjustment at Statrys’ sole discretion. When we adjust our Fees, we will send you an email notification. If you have any questions or are unclear as to any Fees, you should contact Statrys.
5.3. Fees for the company secretarial services, company incorporation, and other Statrys Services must be paid in advance through a secure payment gateway on our page or via bank transfer.
6. Client Representations And Warranties
6.1. You represent and warrant that you are not acting on behalf of, or for the benefit of, anyone else in relation to the Statrys Services; provided, however, that a natural person may use the Statrys Services for and under the direction of a legal person that is the employer of this natural person.
6.2. You hereby undertake, until the term or termination of this Agreement, to communicate promptly to Statrys any change in your business ownership, management structure, business activities, and contact details.
6.3. You shall obtain any necessary authorizations from data subjects for the required transfers of information within the scope of the Statrys Services. You are responsible for the legally compliant collation, storage, and transmission of information (in particular personal data) to Statrys. You hereby represent and warrant that the data with respect to third parties that is communicated to Statrys by you or by the relevant platform and for the purpose of being read, kept, or processed by Statrys
(a) with respect to such data you hereby (i) are deemed to be and (ii) accept to be controller;
(b) such data has been collected and received from the relevant party in full compliance with applicable data protection laws applicable to a such third party as the data subject; and
(c) such data has been communicated with the explicit and informed consent of such party to the communication and processing of this data.
6.4. You shall comply with this Agreement and all Applicable Laws and must not cause Statrys to breach any Applicable Law. You shall notify Statrys in the event that you become aware of any breach of Applicable Laws.
6.5. You undertake that you are not, and will procure that none of your directors, officers, agents, employees, or persons acting on behalf of the foregoing is, a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person. You must supply Statrys with details of any claim, action, suit, proceedings, or investigation against you or such persons with respect to Sanctions by any Sanctions authority to the extent permitted by law, promptly upon becoming aware.
7.1. Statrys uses the information provided on our order forms to complete required government incorporation forms. Statrys serves as incorporator and organizer when submitting paperwork to the Companies Registry or corporation filing office. No representations or warranties, expressed or implied, are given regarding the legal or other consequences resulting from the use of our services or forms.
7.2. The information contained in the Statrys Website is provided for general information only and should not serve as a substitute for legal advice from an attorney familiar with the facts and circumstances of your specific situation.
7.3. When there is a high volume of orders, processing time may take longer than stated on either the government or the Statrys Website. Statrys cannot guarantee processing time, which may be delayed for various reasons. E.g. if a Company name is taken, a similar name already exists, or a name is highly unusual. Orders may also be misplaced or misfiled by government offices.
7.4. Statrys shall not be held liable for loss, damage, or theft of any items sent to the Client whilst they are going through the postal service.
7.5. Statrys will not be liable for any penalties, fines or other liabilities from the Companies Registry and Inland Revenue department incurred by the Client or the Company and the Client accepts full responsibility to pay these and indemnify Statrys against any liability in respect of the same.
7.6. Under no circumstance will Statrys, its advisors, agents, representatives, and employees be liable or responsible for any damage or inconvenience caused or alleged to be caused by the use of the Statrys Services.
8. Data Protection
8.1. When using the services provided by Statrys, you or any third party authorized by you may submit content to Statrys. Any collection, use, or processing of information by us shall be restricted to the purposes necessary for, or incidental to, the provision of the Statrys Services pursuant to this Agreement, unless your prior consent is obtained.
8.2. Statrys shall be entitled to involve Service Providers in providing the Statrys Services. Statrys may require that certain processing steps are carried out directly through such Service Providers, completely or partially. Your use of the Statrys Services, which you agree to by entering into this Agreement, implies your consent to the processing and transfer of your personal data in accordance with therewith.
8.3. You agree that Statrys reserves the right to access and/or disclose data we collect from you and any third party authorized by you in order to comply with requests from any relevant governmental, administrative, and/or judicial authorities. You further acknowledge that Statrys reserves the right to disclose personal data to third parties in the event that Statrys reasonably believes your use of the Services is deemed as a breach of the terms and conditions of this Agreement.
9. Termination And Suspension
9.1. If you wish to terminate this Agreement, you may do so by sending us an email at firstname.lastname@example.org. The provisions of this Agreement relating to ownership provisions, warranty disclaimers, indemnity, and limitations of liability shall survive termination of this Agreement.
9.2. If the Company fails to comply with any of the mandatory formalities, penalties will occur and Statrys will cease all services to the Client and will notify the Companies Registry and Inland Revenue department that Statrys has resigned from the company secretary position and ceases the registered address services. The cessation of the address is conducted with the Companies Registry and Inland Revenue Department.
9.3. In the case, the Fees for the incorporation services are fully paid and the applicant requires to terminate the Agreement, these Fees for the incorporation services will be refunded to the applicant in the case the company is not yet incorporated (excluding transfer fees and costs charged by third parties). In the case, the company is already incorporated Statrys will not refund the Fees to the client.
9.4. If the client wishes to terminate the company secretarial services and the registered address service the client must do so by sending us an email at email@example.com. Statrys will not refund the Fees in relation to Services that were not rendered due to the termination of the Services requested by the client.
10.1. Should one or several provisions of this Agreement be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions.
10.2. You agree to indemnify, defend, and hold harmless Statrys, its parent, affiliates, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Statrys Services provided, including but not limited to your violation of this Agreement or the Applicable Law.
10.3. We act as a service provider to you under this Agreement. Statrys does not act as a trustee, an escrow agent, or a stakeholder for you or your shareholders, directors, or ultimate beneficiary owners. Statrys assumes no liability to or in respect of any products, services, or any other part of your business.
10.4. This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region and any claim or dispute under this Agreement shall be subject to the exclusive jurisdiction of the Courts of Hong Kong.