DEFINITIONS
“Pinki.Consulting” means Pinki.Consulting Ltd with registration number 2390080 and registered address at Unit 1411, 14/Floor, Cosco Tower,
183 Queen’s Road Central, Sheung Wan, Hong Kong and any of its branches, agents or associated companies throughout the world and all of its directors, officers, employees, agents, consultants and successors in title.
“Pinki.Consulting Officers” means any person (as hereinafter defined), firm or company nominated by Pinki.Consulting who may from time to time be appointed as director, alternate director, secretary, alternate secretary, partner, accountant, trustee, nominee, protector, bank account signatory, administrator, registered agent, provider of a registered office or address of the Entity (as hereinafter defined).
“Client” means the Beneficial Owner(s) of an Entity (as hereinafter defined) and/or any person who has requested Pinki.Consulting to provide Services (as hereinafter defined), or any other person who has agreed to pay for Services, or who has previously paid for Services, and/or any person on whose behalf and for whose benefit the Services are to be provided, also including any person(s) authorized to represent the Client (Authorized Person(s) as hereinafter defined), and in the case of more than one person all such persons jointly and severally.
“Authorized Person” means the person who is authorized by the Client for and in his name and on his behalf to give instructions to Pinki.Consulting as if the Client himself gave these.
“Person” means any natural or legal person, organization, incorporated firm or other body, incorporated or unincorporated.
“Entity” means any company, trust, partnership, foundation or any other legal entity established and/or administered by Pinki.Consulting at the request and/or on behalf of the Client.
“Services” means formation of any company, trust, partnership, foundation or any other entity, provision of the registered office, registered agent, company secretary, director, officer, shareholder, maintenance of corporate records and accounts, preparation and filing of financial statements and annual returns and/or any other management or administration services or any type of service requested by the Client as contained in the directory of services of Pinki.Consulting, or specified in advertising materials of Pinki.Consulting, or on their websites and/or any other service(s) ordered/ requested/accepted by the Client.
“Fee Schedule” means a fee schedule for services issued from time to time by Pinki.Consulting;
“Business Day” means a day on which Pinki.Consulting is ordinarily open to carry on business;
“Terms and Conditions” means these Terms and Conditions or such other new terms and conditions as may from time to time be published on Pinki.Consulting’s websites and shall be deemed to include such other conditions which Pinki.Consulting may from time to time advise to the Client or publish on Pinki.Consulting’s websites. These Terms and Conditions apply to all Pinki.Consulting’s Clients and effectively constitute binding Agreement between the Client and Pinki.Consulting.
“Web site” “Website” or “Site” means the web site you are browsing when you clicked on a link to these Terms and Conditions of Business, including all subsidiary pages.
UNACCEPTABLE BUSINESS AND BUSINESS REQUIRING SPECIAL AUTHORIZATION
“Illegal Activities” means any activity designated anywhere in the world to be illegal or criminal, including activities related to terrorism, drug trafficking, money laundering, receiving the proceeds of criminal activities or trading with such countries, which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union or similar international organizations.
“Prohibited Activities” means activities currently not approved by Pinki.Consulting, including activities related to: trade, distribution or manufacturing of arms, weapons, munitions; mercenary or contract soldiering; security and riot control equipment; any device that could lead to the abuse of human rights or be utilized for torture; technical surveillance or bugging equipment; industrial espionage; dangerous or hazardous biological, chemical or nuclear materials including equipment or machinery used to manufacture, handle or dispose of such materials; human or animal organs; the abuse of animals or use of animals for any scientific or product testing; genetic material; adoption agencies, including surrogate motherhood; the abuse of human rights; pornography; drug paraphernalia; pyramid sales; religious cults and their charities; business activities, which by the laws and regulations of the country of formation of the Entity are subject to licensing and which are conducted without obtainment of a license (“Licensable Activities” as hereinafter defined); any other activity, which, in the opinion of Pinki.Consulting, may damage the reputation of Pinki.Consulting or that of the country of formation of the Entity.
“Prohibited Persons” means persons black listed under the laws of any country for whatever reason or who are legally disqualified from, or incapable of, being party to a contract; persons who are non discharged bankrupts or have been imprisoned or found guilty of any criminal offence; government officials or politicians; persons who have been proven to act in a fraudulent or dishonest manner in any civil proceedings or who are resident in a country subject to any international restrictions or embargos, including those imposed by the Security Council of the United Nations, the European Union or other international organizations.
“Licensable Activities” means any activity that requires a license or authorization granted by a relevant authority in any jurisdiction. Such activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
CLIENT REQUESTS & INSTRUCTIONS
Pinki.Consulting provide a range of professional Services including, but not limited to: company formation; corporate structuring; administration and management; provision of bookkeeping and accountancy services; advisory and consultancy services.
In providing the Services, Pinki.Consulting shall always act solely on requests or instructions received from the Client and shall never act in their own discretion, except when being under legal obligation to act otherwise.
Pinki.Consulting shall be willing to consider and entertain requests and instructions of the Client.
All instructions or requests for action shall be transmitted to Pinki.Consulting by the Client in writing. In case of reasonable doubt, Pinki.Consulting may request the Client to provide additional verification of any such request or instruction. Pinki.Consulting shall not be liable for any loss or damage due to their failure to act until such instruction or request is verified to their satisfaction.
Pinki.Consulting may, in their absolute discretion, agree to act upon Client’s request or instruction given otherwise than in writing, in which case, however, Pinki.Consulting shall not be liable for any misunderstanding or error occasioned in processing such request or instruction acted upon in good faith.
Pinki.Consulting may, in their absolute discretion, refuse to comply with any request or instruction received from the Client, if such request/instruction or implementation thereof would, in the opinion of Pinki.Consulting, be dishonest, incorrect, malicious or contravene any applicable law or regulation or expose Pinki.Consulting or any of their Officers or employees to any personal liability or risk of prosecution in any jurisdiction, or otherwise be illegal.
Pinki.Consulting may refuse to act on any request or instruction, which appears to be incomplete, unclear, ambiguous, conflicting or of unclear authenticity, and shall not be liable for any loss or damage for their failure to act until such deficiencies are rectified to their satisfaction.
In the absence of gross negligence on the part of Pinki.Consulting, the Client shall bear all risk of loss and damage caused by any instruction, request or information not being sent or received, by any such communication being incomplete, illegible, ambiguous or in error, or by any instructions or communication being issued by unauthorized third parties unlawfully purporting to represent the Client.
On their websites and in advertising materials, Pinki.Consulting may provide information, which is related to various products and services offered by Pinki.Consulting. Such information does not purport to be legal or tax advice and shall not be taken to constitute such advice or used or relied upon by the Client as such. The Client shall take independent advice on any matter relating to the Entity and any Services provided by Pinki.Consulting that may affect or concern the Client and his personal affairs.
ADMINISTRATION OF ENTITIES
The Client irrevocably agrees that, if the Entity is a limited liability company and Pinki.Consulting Officers are members or directors of that company, or the Entity is a Partnership and Pinki.Consulting’s Officers are members of that partnership, or the Entity is a trust and Pinki.Consulting’s Officers are trustees or protectors of that trust, or the Entity is a foundation and Pinki.Consulting’s Officers are founders or council members, due to non-payment of Pinki.Consulting’s fees and/or any other fees related to the Entity for more than sixty (60) days, Pinki.Consulting shall without being obliged to give notice to the Client, may take such steps as they shall, in their absolute discretion, consider appropriate which include, without limitation, the following: having the Entity struck off, dissolved or liquidated; or resigning all or any of the Pinki.Consulting’s Officers; or transferring all or any of the shares, capital or assets or liabilities of the Entity into the name of the Client; or appointing the Client as director, officer, manager, trustee or protector or founder or council member of the Entity; or take such other action as Pinki.Consulting shall, in their absolute discretion, consider appropriate.
Pinki.Consulting shall keep confidential all documents, communications and information attained from the Client, unless the Client permitting the contrary has given prior written consent. This confidentiality will not be applicable where:
Pinki.Consulting may be obliged by order of a court or a competent authority to disclose evidence and information to courts or authorities in connection with the Client or Client’s Entity’s affairs. Where Pinki.Consulting receive such a disclosure order, Pinki.Consulting shall, unless prohibited by law or by the terms of such order, notify the Client of same.
Any demand is made or action is taken by a third party against the Entity, or where any other circumstances arise which may, in the opinion of Pinki.Consulting, necessitate an action to be taken regarding the affairs of the Entity in order to protect the best interests of the Client, the Entity or Pinki.Consulting, and if in such circumstances Pinki.Consulting are unable to obtain clear, adequate and lawful instructions from the Client, then Pinki.Consulting shall be entitled to proceed in any way it may deem fit, reasonable or appropriate under the circumstances.
In providing the Services, Pinki.Consulting may share information concerning the Client, his Entity or its business activities with other firms or companies associated with Pinki.Consulting, their auditors and legal advisors, and the Client agrees to Pinki.Consulting making such disclosures. All information, correspondence, records and data related to the Entity and held by Pinki.Consulting on any computer system is solely Pinki.Consulting’s property and for its sole use and neither the Client, nor the Entity nor anyone else acting for or on their behalf shall have any right of access thereto or control over that information, correspondence, records or data. Pinki.Consulting have the right to retain ownership and keep copies of all such information, correspondence, records and data for their sole use. The provision of this clause shall remain in full force and effect notwithstanding the Terms and Conditions ceasing to apply.
In the event of the relocation involving the change of the Client’s Entity’s registered address and registered office, Pinki.Consulting shall give the Client twenty (20) calendar days notice of such change. Pinki.Consulting shall not be responsible for any associated costs incurred by the Client as a result of such change.
Where Pinki.Consulting has been requested by the Client to provide shareholders, directors or other Officers for his Entity, Pinki.Consulting may, subject to Clause 2(b) hereof, accede to such request and designate any person to any such office or position, including any subsequent change, replacement or removal of such appointees, who may be either a physical or legal person.
Nothing in these Terms and Conditions will make Pinki.Consulting liable or responsible for any commercial decision that the Client has made in respect of the Entity or its business activities.
In the event that (i) any claim, demand or action is made against the Entity for payment of any sums due either to Pinki.Consulting or to any third parties, including without limitation any taxes, duties, fees, government or state levies, and such payment has not been made; or (ii) Pinki.Consulting will require assistance or information from the Client and has been unable to obtain such assistance or information; or (iii) the Client is in breach of any of his obligations or undertakings contained in these Terms and Conditions, then Pinki.Consulting may undertake any of the following:
Refrain from any action or activity whatsoever, be it in relation to a particular matter or to the Entity; or utilize any assets of the Entity or means available to Pinki.Consulting or to the Entity towards a defense against such claim, demand or action, or satisfaction of such claim, demand or action; or take any other course of action that Pinki.Consulting may, in their absolute discretion, consider appropriate to protect themselves and the Entity.
Pinki.Consulting shall not be liable for any loss or damage to the Client or his Entity incurred in the circumstances described in this clause. If the Client is in breach of any of his obligations or undertakings assumed under these Terms and Conditions and fails to remedy such breach within 14 calendar days following a notice issued by Pinki.Consulting, then Pinki.Consulting may undertake any of the following:
Resign from providing any or all of the Services; commence proceedings to wind-up and liquidate the Entity;
Utilize any assets of the Entity towards remediation of the Client’s breach.
No responsibility or liability shall attach to Pinki.Consulting in connection with or arising out of any action or inaction taken in accordance with the provisions of this paragraph.
LIMITATION OF LIABILITY
Pinki.Consulting expressly disclaims any liability to the Client, the Entity and any third party associated with them for any damage or loss to any of them arising from the establishment, acquisition or operation of the Entity and/or the provision of Services by or to the Client, the Entity or any other person.
Pinki.Consulting will not be liable (whether in contract, tort or otherwise, including breach of statutory duty) in connection with the provision of Services for any consequential loss however incurred, including without limitation loss of profit, business or anticipated savings of the Client.
Pinki.Consulting will not incur any liability for any failure to comply with any request, instruction or order of the Client, which is not received, or which is incomplete, ambiguous and illegible or lacks, in the opinion of Pinki.Consulting, authority on the part of the person giving it.
Pinki.Consulting will not be liable for the acts or omissions or negligence of any person or entity which is appointed or designated as director, shareholder, officer, employee, agent, individual, trustee, manager, signatory or holder of a power of attorney with respect to the Entity or other person or body associated with the Entity.
INDEMNITY
The Client shall at all times indemnify and keep Pinki.Consulting and its Officers and employees harmless and indemnified: against all actions, suits, proceedings, claims, demands, costs, charges, expenses and liabilities (including legal fees), which may arise or be incurred, commenced or threatened against Pinki.Consulting and/or their officers in relation to the Entity or the Client’s instructions; in respect of any failure by Pinki.Consulting to comply, wholly or partially, with any instruction, order or request made by the Client, or any errors or incomplete instructions or requests received by Pinki.Consulting from the Client;
In respect of any penalties, fines, fees or other liabilities incurred by the Client and/or the Entity related to the Entity and/or to the Services.
This indemnity is without prejudice to any other indemnity and/or remedy in favor of Pinki.Consulting and/or their officers, employees, agents or successors. The termination of this Agreement or any Service provided by Pinki.Consulting shall not relieve the Client of his obligations to indemnify Pinki.Consulting.
WARRANTIES
The Client undertakes and warrants with Pinki.Consulting that he has full legal capacity and is of sound mind, memory and understanding to enter into an agreement with Pinki.Consulting in accordance with these Terms and Conditions and to receive the Services; is not bankrupt; will comply with these Terms and Conditions; agree that Pinki.Consulting may (but shall not be obliged to) rely on communications received from the Client in determining what steps Pinki.Consulting are required to take in administering his Entity or providing the Services; will pay, in full, any personal or corporate taxes that may become due as a result of the establishment and operation of the Entity.
CLIENT’S OBLIGATIONS AND UNDERTAKINGS
The Client is obliged to immediately inform Pinki.Consulting of the nature of the activities and business of the Entity and seek Pinki.Consulting‘s written consent before making any changes to those activities.
Pinki.Consulting are required by law to have certain due diligence (Know-Your-Customer) documents in place. The Client expressly agrees and accepts to disclose and provide to Pinki.Consulting such documents or any other information that Pinki.Consulting may consider necessary or desirable both at the Client acceptance stage and on an on-going basis in order that Pinki.Consulting could meet their legal obligations.
To enable Pinki.Consulting at all times to contact the Client, the Client is obliged to provide full details of, and promptly notify Pinki.Consulting of, any changes to his residential address, telephone and fax numbers and email address in addition to any business or other contact address as may have been provided by him.
The Client undertakes not to give any instruction, order or make any request to Pinki.Consulting, which would cause Pinki.Consulting to breach the law of any country.
The Client shall provide Pinki.Consulting with such information, assistance and cooperation as Pinki.Consulting may, in their absolute discretion, require for the purpose of provision of Services.
Pinki.Consulting will not be responsible for any consequences that may arise from Client’s failure to comply with this requirement, which may incur additional fees that will be charged to and become payable by the Client.
The Client hereby confirms that any asset introduced to the Entity has been lawfully introduced and has not been derived from Illegal Activities.
The Client undertakes not to cause Pinki.Consulting and/or their officers, to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited Activities or used for any unlawful purpose.
The Client is obliged to give Pinki.Consulting at least 30 days’ advance written notice of his intention to discontinue the Services.
The Client is obliged to give Pinki.Consulting written prior notice when seeking to change the beneficial ownership of the Entity.
The Client shall settle without delay any sum due to Pinki.Consulting including fees, disbursements and expenses incurred by Pinki.Consulting in connection with the Entity and/or with the provision of the Services.
CLIENT’S OBLIGATIONS WHERE PINKI.CONSULTING PROVIDE OFFICERS OR NOMINEE SERVICES:
Pinki.Consulting shall at all times be willing to consider and entertain Client’s requests to provide Officers or nominee services to the Client’s Entity subject to acceptance, restrictions and limitations provided for in these Terms and Conditions.
Where Pinki.Consulting provide Officers or nominee services, the Client must at all times, upon request of Pinki.Consulting, pay Pinki.Consulting such sums as may be required to enable the Entity discharge, in full, any liabilities (including Pinki.Consulting’s fees); upon written request of Pinki.Consulting immediately provide information to enable Pinki.Consulting to prepare annual or other statutory returns, financial or other statements in relation to the Entity; immediately advise Pinki.Consulting in writing of all legal proceedings, claims and demands made or threatened against the Entity or Pinki.Consulting; keep and maintain and upon request deliver to Pinki.Consulting accurate financial and business records.
The Client acknowledges and understands that Officers or nominees my incur personal liabilities if certain statutory obligations relating to the Entity are not complied with and that compliance with such statutory obligations is dependent on the Client promptly paying fees and responding to requests for information. If the Client fails to pay fees when due or called for, or respond promptly to requests for information, the Officers or nominees shall be entitled to resign from their offices, and the Client hereby irrevocably and unconditionally appoints Pinki.Consulting its attorney and agent for the purpose of appointing the Client as Officer in Pinki.Consulting’s place.
The Officers or nominees provided by Pinki.Consulting to act as Directors in a Client’s Entity shall be acting exclusively upon instructions received from the Client and therefore will not be involved in a day-to-day operations and/or signing of contracts for or on behalf of the Entity, or act as a guarantor on behalf of the Client and/or the Entity.
An Officer or nominee acting as Director in the Client’s Entity, may entertain the Client’s request to sign contracts and/or various documents subject to the provisions contained in 9(f) hereof and for a fee to be agreed from time to time with the Client.
An Officer or nominee acting as Director in the Client’s Entity, will not place their signature on agreement, or document, which refer to any loans or encumbrance made on behalf of the Entity or any other agreement or document, which in the opinion of the Officer or nominee, constitute high risk and may create liability to the Entity, Pinki.Consulting and Officers or Nominees acting as Directors in the Client’s Entity.
ADDITIONAL OBLIGATIONS WHERE Pinki.Consulting PROVIDES REGISTERED OFFICE ADDRESS
Where Pinki.Consulting provides the registered office and registered address to the Entity, the Client will at no time make any reference to the registered office address in an advertisement, public announcement, promotion, or a website, without prior written consent of Pinki.Consulting. At no time the Client may present such registered office and registered address as the location of the actual business operations of the Entity, its commercial records, management and control.
FEES AND REFUNDS
Fees and refunds are governed by various rules and regulations depending on the Jurisdictions involved.
As Pinki.Consulting is dealing with Clients from various Jurisdictions Refund is possible subject to the anti money laundering Regulations and other applicable laws and regulations relating to the Jurisdictions involved. For requesting a refund please send us an email at contact@pinki.consulting.
FORCE MAJEURE
Pinki.Consulting shall not be liable for any delay or failure to perform any of their obligations in connection with the supply of any goods or services ordered by the Client through the website or otherwise, if the delay or failure results from events or circumstances outside our reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire or failure of any communications, telecommunications or computer system, and Pinki.Consulting shall be entitled to a reasonable extension of their obligations to the Client (to the extent Pinki.Consulting owe any such obligations) should a force Majeure event occur.
If a Force Majeure event to which this clause applies shall occur, Pinki.Consulting agree to notify the Client as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the Agreement and where services have been paid for in advance, but have not been rendered, the Client will be entitled to a refund from the date of cancellation for all such services subject to the applicable laws of the Jurisdiction.
CESSATION OF SERVICES
Pinki.Consulting will be entitled by written notice to cease provision of Services to the Client, if:
The Client is, in the reasonable opinion of Pinki.Consulting, in breach of these Terms and Conditions, provided such breach is not remedied within fifteen (15) days following the written notice given by Pinki.Consulting; it comes to the attention of Pinki.Consulting that the Entity is being used for activities, which were not declared and referred to in the application submitted by the Client to Pinki.Consulting during incorporation of the Entity, and/or these activities are considered to be Illegal or Prohibited as defined in clauses 2(a) and 2(b) of these Terms and Conditions;
in the event that any legal proceedings are commenced against the Entity or the Client.
In any of the circumstances described in 12(a) above, Pinki.Consulting reserve the right to proceed according to Clause 4(a) hereof without further liability on the part of Pinki.Consulting.
NOTICES
Any notice required to be served pursuant to these Terms and Conditions may be served by DHL express post, email or facsimile to the address and as per details last known to the parties. A notice shall be deemed served: within five (5) business days if sent by DHL express post; by facsimile or email, if confirmed by a successful transmission report.
MISCELLANEOUS
References to one gender include all genders and references to the singular include the plural and vice versa.
This Agreement incorporates by reference other provisions applicable to use of the websites, products and services of Pinki.Consulting, including, but not limited to Privacy Policy, Disclaimer, Terms of Payment and Terms of Use, which are published on the websites.
No variations of these Terms and Conditions shall be binding on the parties unless agreed in writing.
If at any time any provision of these Terms and Conditions is held invalid or unenforceable under any applicable law, the remainder of same shall remain in full force and effect.
These Terms and Conditions supersede all previous written or verbal communications or representations between Pinki.Consulting and the Client.
Nothing in these Terms and Conditions suggests a legal partnership or agency between Pinki.Consulting and the Client.
The Client shall take his own independent advice on any matter relating to the Entity and any Services provided by Pinki.Consulting that may concern the Client, or his Entity, or personal affairs and shall not rely on any representations (whether written, verbal, expressed, implied or otherwise) made by Pinki.Consulting, their Officers or employees. As it is the Client’s responsibility to seek expert legal advice, Pinki.Consulting shall not accept any liability to the Client, his Entity or any third party for any claims, damage or loss arising out or in connection with the use of any of the Services.
No failure or delay in exercising by a party hereto of any power or right conferred by these Terms and Conditions shall operate as a waiver of such power or right, unless otherwise agreed in writing.
GOVERNING LAW & JURISDICTION
These Terms and Conditions shall be governed by and construed in all respects in accordance with the laws of Hong Kong. Any dispute that arises concerning the interpretation of these Terms and Conditions shall be resolved in the courts of Hong Kong.