Terms and Conditions

These Terms and Conditions (the “Terms”) apply to your use of vietnambusinessgateway.com and to all services that VNBG provides. Please read them before you order a service.

  • These Terms form a binding agreement between you (the Client) and VNBG.
  • They take effect when VNBG receives your deposit (the first payment) for a Service.
  • By paying for a service, you confirm that you have read, understood and agreed to these Terms.
  • If a signed Service Agreement or Service Proposal says something different from these Terms, the signed document prevails for that service.

1. Definitions

  • “VNBG”, “we”, “us” means Iris International LLC (enterprise code 0315306552), a company established under Vietnamese law, which owns the brand VNBG – Vietnam Business Gateway, and its affiliates.
  • “Website” means vietnambusinessgateway.com and any other website that VNBG names as its own from time to time.
  • “Client”, “you” means the person or company that orders a service from VNBG.
  • “Services” means all services VNBG provides to the Client, including company formation, business operations (accounting, tax, company secretary), recruitment, Employer of Record, payroll, immigration support, and import and export services.
  • “Service Proposal” means the quotation, sales order or appendix that lists the scope, fees, timeline and payment terms of the Services the Client orders.
  • “Government Fees” means official fees, charges and taxes payable to a Government Authority for the Services.
  • “Government Authority” means any state body in Vietnam, at central or local level, or any body with public authority.

2. Client warranties and undertakings

  1. You confirm that you have the legal capacity and authority to enter into these Terms, for yourself or for your company.
  2. You will provide complete, true and lawful information, documents and funds when VNBG asks for them. VNBG relies on what you provide and is not required to verify it. You are responsible for any claim that arises from false or unlawful information or funds.
  3. To deliver some Services, VNBG may create email accounts, digital signatures or accounts on government systems for your company, using your data. VNBG will hand over these accounts and passwords once you have paid all invoices due.
  4. After handover, you are responsible for keeping these accounts and passwords safe. VNBG is not liable for loss caused by misuse or by your negligence.
  5. You must not use any software, tool or method to manipulate, scrape or attack VNBG’s website or systems.
  6. VNBG may take any reasonable action, without prior notice, if you breach these Terms or the law.
  7. VNBG may suspend, change or end a Service if:

    1. a new law or regulation makes the Service impossible or materially different;

    2. VNBG finds that the Service or the Client is linked to money laundering, terrorist financing, fraud or another breach of law;

    3. VNBG reasonably believes the Client cannot pay for the Service; or

    4. a Force Majeure event prevents the Service (see Section 6).


    In these cases, VNBG will decide in good faith whether any refund is due, based on the work already done and costs already paid. In case (b), VNBG may end the Service immediately without paying you any compensation.

3. Services, fees and payment

  1. The scope, deliverables, fees and estimated timeline of each Service are set out in the Service Proposal that you approve. Work outside that scope needs a new or updated Service Proposal. VNBG does not advise on matters outside the scope in the Service Proposal.
  2. VNBG issues the invoice for the deposit (the first payment) when you sign the Service Proposal. VNBG does not start work before it receives the deposit. VNBG starts the Service within one working day after it receives the deposit, and follows the timeline in the Service Proposal.
  3. You must pay each invoice in USD or VND within 7 days after you receive it, unless the Service Proposal says otherwise. If you pay in VND, the selling rate of Vietcombank applies.
  4. Service fees are subject to VAT under Vietnamese law. You also pay the administrative costs of the Service, such as translation, notarisation, Government Fees, courier costs and other out-of-pocket expenses, as listed in the Service Proposal. You pay all bank charges, including intermediary bank charges.
  5. Fees paid are non-refundable, except as stated in these Terms or in the Service Proposal.
  6. If you pay late:
    1. VNBG may charge late-payment interest of 0.05% of the service fee for each day of delay;
    2. VNBG may stop work on the Service until you pay. VNBG is not liable for delays, or for the results of delays, caused by late payment;
    3. if an invoice is more than [60] days overdue, VNBG may end the Service. Ending the Service does not cancel your obligation to pay; and
    4. VNBG hands over the final deliverables only after you pay all invoices issued.
  7. You pay by bank transfer to VNBG’s corporate bank account, or through the credit card payment link in the invoice. Cash payments are accepted only in the presence of an authorised VNBG representative (the CEO, the COO or VNBG’s internal accountant). Cash and credit card payments have additional conditions, which VNBG will tell you. Each payment must have a receipt that VNBG’s finance department sends by email, or a paper receipt with VNBG’s stamp and the signatures of the parties. VNBG does not recognise a payment without this receipt. VNBG will never ask you to pay into a personal account. If you receive such a request, please call us to confirm.

4. Term and renewal

  1. One-time Services (for example company formation or a licence application) end when VNBG delivers the result stated in the Service Proposal.
  2. Recurring Services (for example monthly accounting, payroll or Employer of Record) run for the term in the Service Proposal. They renew automatically for the same term unless either party gives written notice at least 30 days before the end of the current term.
  3. VNBG keeps your Service booking for 6 months from the date you pay the deposit. If you take no action, or do not provide sufficient documents and information within this period, VNBG may cancel the booking. The deposit and other fees paid are not refunded.
  4. Business address and resident legal representative services run for the term in the Service Proposal. Each party must confirm at least 15 days before the term ends whether it will continue. If you do not continue, you must remove the arranged address or the resident legal representative from your company’s business licence within 7 working days after the term ends. If you do not, you pay the service fee for the extra period, rounded up to full months. Fees for the business address service are not refundable.

5. Cancellation, refunds and client checks

  1. If a Service fails or is not completed because of a mistake or a false representation by VNBG, VNBG refunds the fees paid, in proportion to the part of the Service that is not completed.
  2. If a Service fails or is not completed for any other reason, for example because you cancel it or do not provide the documents or information required, VNBG does not have to give a refund. VNBG may propose another solution. VNBG may also, in good faith, refund part of the fees for the parts of the Service that have not started or are not completed. This refund is never more than 60% of the total fees you paid. Refunds never cover Government Fees, salaries paid, consultant time already spent, office leases or other third-party costs.
  3. VNBG does not accept corruption, money laundering, terrorist financing or any other illegal activity. You confirm that your business complies with all anti-money-laundering laws that apply to it, and that your payments to VNBG are not part of any money-laundering process. Before and during a Service, VNBG will carry out client due diligence (KYC). You agree to:
    1. provide the personal and company information VNBG asks for, and allow VNBG to run background checks; and
    2. disclose any criminal case, or any case involving loss of state funds or financial-sector violations, that involves you, your shareholders, directors or key managers, in Vietnam, your home country or elsewhere.
  4. If you do not provide this information, or VNBG finds information that breaches this section, VNBG may refuse or stop the Service in whole or in part immediately, without paying you any compensation, decide whether to refund any amount, and ask you to cover any legal consequences VNBG suffers as a result.
  5. If VNBG receives no reply from you about carrying out, completing or renewing a Service after [6] official emails over [3] months, VNBG may suspend or end the Service, use any deposit to settle unpaid invoices, and claim any shortfall. Where VNBG staff are listed as legal representative, chief accountant or employee of your company, VNBG may remove them, or hand the role to a person you appointed in advance.
  6. A resident legal representative that VNBG arranges for your company only signs the documents for their own appointment and resignation. They do not sign other documents for your company or take part in its business or decisions, and you release them from any liability for your company’s activities. Your company must use VNBG’s accounting service while this service runs. If you end the accounting service, or VNBG finds that your company breaks Vietnamese law, VNBG may end the service and remove the representative from your business licence without notice, refund or compensation.

6. Limitation of liability and force majeure

  1. VNBG will deliver the Services with care and skill, on time and in line with the Service Proposal. VNBG is not responsible for the result of a Service when:
    1. you do not provide, or are late in providing, the documents, information or fees the Government Authority requires;
    2. you pay late;
    3. the result of a third-party service that you arranged is not sufficient for the Service. In this case, you arrange another solution and bear its costs and the delay; or
    4. a Force Majeure event occurs.
  2. Force Majeure means any event beyond a party’s reasonable control that delays or prevents performance. Examples are natural disasters, fire, flood, epidemics, war, riots, strikes, embargoes, internet or system outages, changes in law or government policy, and planned or unplanned delays by a Government Authority. The affected party must promptly notify the other party in writing and take the necessary actions to deal with the event.
  3. Timelines in a Service Proposal are estimates based on normal processing times. VNBG may adjust them when needed and will tell you about the change.
  4. Approval of any licence, registration or permit is decided by the Government Authority. VNBG does not guarantee approval. If an application is refused even though you provided everything required, VNBG will propose another option for you to consider.
  5. To the extent allowed by law, VNBG’s total liability for any claim relating to a Service is limited to the fees you paid for that Service in the [12] months before the claim. VNBG is not liable for indirect losses, such as loss of profit, business or opportunity.

7. Non-solicitation of staff

While a Service is active and for two years after it ends, you must not, directly or indirectly, recruit the employees of VNBG or of a company in VNBG’s group, or encourage them to leave, so that they work for you or for a third party. If you breach this clause, you will pay VNBG compensation equal to one year’s salary or fees of the person concerned, unless the parties agree otherwise. This clause does not apply when a person applies on their own initiative to a public job advertisement.

This clause does not apply to candidates that VNBG recruits for you under a Recruitment or Employer of Record Service. The terms for those candidates are set out in the Service Proposal.

8. Notices

  1. Notices between the parties must be in writing and sent by hand, registered post, courier or email to the addresses in the Service Proposal.
  2. A notice is treated as received:
    1. on the same day, if delivered by hand against a signed receipt;
    2. on the third working day after sending, if sent by registered post or courier; or
    3. on the same day, if sent by email without a delivery-failure message.

9. Governing law and dispute resolution

  1. These Terms are governed by the laws of Vietnam.
  2. The parties will first try to settle any dispute in good faith through direct discussion.
  3. If the dispute is not settled through negotiation, it will be finally settled by a competent court in Ho Chi Minh City, Vietnam.
  4. Neither party will start court proceedings before it tries to settle the dispute through negotiation.

10. Use of the website

  1. The content on this website, including articles, guides and news, is for general information only. It is not legal, tax or accounting advice for your specific case. Laws in Vietnam change often, so please contact us before you act on any information.
  2. VNBG makes no promise that the content is complete, accurate or up to date, and is not liable for decisions made only on the basis of it.
  3. VNBG is a private service provider. It is not a Government Authority and does not issue official documents such as business registration certificates, visas, work permits or passports. Official fees are paid to the Government Authority.
  4. VNBG – Vietnam Business Gateway is a brand of Iris International LLC, and vietnambusinessgateway.com is its only official website. Other websites using similar names are not connected with us.
  5. All text, logos, graphics and other materials on this website belong to VNBG or its licensors. You may not copy, reproduce or use them for commercial purposes without our written consent.
  6. This website may link to third-party websites. VNBG is not responsible for their content.
  7. Your use of personal data on this website is governed by our Privacy Policy.

11. General provisions

  1. No waiver: if a party does not enforce a term right away, it does not give up its right to enforce it later.
  2. Successors: these Terms bind and benefit the parties and their heirs, lawful successors and permitted assigns.
  3. Assignment: neither party may transfer its rights or obligations under a Service without the other party’s prior written consent. That consent will not be unreasonably withheld or delayed.
  4. Severability: if any term is found invalid or unenforceable, the other terms remain in force. The parties will replace the invalid term with a valid one that comes as close as possible to its purpose.
  5. Right of retention: VNBG may keep the Client’s original documents and the results of the Service until all fees due are paid.
  6. Reference: VNBG uses your name or logo as a client on its website and marketing materials only after you give your consent by email. You can ask us to stop at any time.
  7. Communications: you agree to receive service notices by email. You may also receive newsletters and offers, and you can unsubscribe at any time.
  8. Language: these Terms are made in English.
  9. Other matters: matters not covered by these Terms will be settled by agreement between the parties.
  10. Changes: VNBG may update these Terms from time to time and will post the new version on this page with a new “Last updated” date. For an ongoing Service, changes take effect [30] days after we notify you, unless you end the Service before then.

12. Contact us

  • VNBG – Vietnam Business Gateway (a brand of Iris International LLC)
  • Address: Room 7.2, 7th Floor, Harmony Building, 47-49-51 Phung Khac Khoan Street, Tan Dinh Ward, Ho Chi Minh City, Vietnam
  • Email: info@iris-international.co
  • Phone: +84 916 442 025 (Monday to Friday, 8:00 to 18:00)