BILL COLLECTION SERVICE CONTRACT. NO: 071/2020/ MYTELPAY ~ INTERNATIONAL EQUAL CO.,LTD/BILL COLLECTION BETWEEN MYTEL WALLET INTERNATIONAL MYANMAR CO., LTD AND INTERNATIONAL EQUAL COMPANY LIMITEDPAYMENT PLATFORM SERVICE CONTRACT ‘No: 071/2020/MytelPay- Sein Gay Har Trading Co.,Ltd /BILL COLLECTION This Contract is made and signed on «......../......./2020 by and between MYTEL WALLET INTERNATIONAL MYANMAR CO., LTD ih Address, : No. 61-63, Zoological Garden Road, Dagon Township, Yangon, Myanmar Registration No: 103584345 Represented by: Mr. HOANG TRUNG THANH Position Chief Executive Officer (CEO) a (Hereinafter called “MytelPay”) And INTERNATIONAL EQUAL COMPA\ LIMITED Address + Level (3/A),Parami Center, Parami Road,Between Insein Road & Baho Road, Hlaing Township, Yangon, Myanmar Registration No: 10555147 UTHAN TUN AUNG @ HAN WiN TUT Represented by Hired aed TT Director Position 2 gee toR Intemational Equal Trading Co.Ltd. (Hereinafter called “SeinGayHar.com/Biller") MytelPay and SeinGayHar.com are individually referred hereinafter to as a "Party" and collectively referred to as the "Parties", WHEREAS ~ _ MytelPay is in the business granted license on management and operation of a mobile financial service network in Myanmar under the trade name “MytelPay”; - SeinGayHar.com is an online shopping which sells various kind of product, deliver to nationwide. - _ MytelPay desires to provide Bill collection services that it can make the payment collection for the sale revenue and other payable amount from Biller ‘s Customer ~ Therefore, the two Parties hereby enter into this Contract with the terms and conditions as follows eArticle 1, DEFINITION For the objectives of the Contract, the terms are defined as follows: “Business Day” means any day where banks in Myanmar are open, excluding public holidays and/or Sundays. For the avoidance of doubt, the Gregorian calendar is used. “Confidential Information” means all information related and/or relevant to the negotiation, execution, and performance of this Contract. It includes, but is not limited to, all information exchanged in conversations, meetings, discussions, letter exchange and emails which are expressed cither verbally or orally or by any other means between the Parties in the Contract “Contract” means this Contract and the enclosed Appendices and Addendum(s), if any “Effective Date” means the date on which the Contract becomes effective “End Users” are E-wallet subscribers who make payments through MytelPay/Ewallet /End-user App /agent network. “Parties” are the two Parties in the Contract “System” means the billing system or the proprietary transaction processing software or Biller platform. “Proceeds” means all transactions and/or payment requests for which MytelPay via its API notifies Biller as having been received and accepted by MytelPay “Transaction” means a relevant payment collection process via MytelPay agent network from the Biller’s employees across the nation. “Transaction Value means the collected payment amount from employee of Biller which fee payable by relevant sales volume by individual employee / invoice amount (which is confirmed by the system if two systems are linked). Article 2. RIGHTS AND RESPONSIBILITIES OF MYTELPAY 2.1 MytelPay shall 8) ensure the proper integration of Biller’s System to MytelPay’s network, including programs for parameter connection, exchange, and other relevant provisions for integration if there is the direct billing System at Biller’s side. b) collect the Proceeds on behalf of Biller. ©) provide the Transaction’s information of the collected payment to Biller. 4) give Biller the necessary support and resources for Biller to maintain and develop the set and integrate the System into MytelPay’s system, as may be required by the circumstances.©) provide Reconciliation Report for settlement of payment to Biller pursuant to Appendix 1 of this Contract 1) Notify the changes to the policy of service, price, tariff subject to the conditions stipulated in Appendix 1, Clause A(1)(d) (the “Change”) which shall be agreed by both parties. In case the Biller does not agree with the Change, either Party will have the right to terminate the Agreement with thirty (30) days prior written notice. 8) be responsible for any successfull Transaction due to Biller, regardless of receipt of payment from End user. h)_ promptly pay any successful transaction amounts collected from Biller’s customer/ employee al two (2) days after receipt of the payment into Biller’s bank account. 4) inform in advance for any kind of delay in payment due to process and procedure if any J) notify the Biller with 30 days in advance for any scheduled technical upgrades or changes ‘occur unless urgent techni I requirement based on real saturation which required to maintain the MytelPay system. k)_ execute its rights and obligations in this Contract. Biller acknowledges that MytelPay has no control over the policies, terms and conditions of sales and services products offered by the Biller. MytelPay shall not liable to any liability derived mentioned above. The Biller’s products /scrvices shall be governed by and subject to Biller’s agreement separately without involving or relating to MytelPay in any respect. In the event of any disputes incurred due to the Biller does not comply with terms and condition of agreement between Biller and Biller’s customers, the Biller shall be fully responsible for such disputes. And Biller shall fully indemnify MytelPay and hold it harmless from and against any cost /fees incurred (including legal fee) with respect to the dispute while protecting and maintain MytelPay’s reputation and name. Article 3: RIGHTS AND RESPONSIBILI ES OF BILLER 3.1 The Biller agrees and authorizes that payment by the Biller’s customers/employees to Biller’s account rendered by the Biller shall be made through MytelPay’s bill collection services. The Biller: a. specifically authorizes MytelPay to collect and make payment in the name of and as a representative of Biller, for the sole purpose of the services herein after the transaction ‘amount from Biller’s customers /employee. b. Acknowledge that MytelPay may decline to process any transaction payments from the Biller’s customers/employees at MytelPay’s discretion, ©. is granted access to real time transaction and daily report provided by MytelPay through web portal regarding such service and information, 4. shall review the billing reports and notify MytelPay if there is any error or discrepaney to information contain in the Biller’s information files within 14 Business Days after thetransaction and reconciliation process shall be followed which are set out in Appendix A attached. ©. agrees and accepts that in the event of any errors occurred by the Biller system when two system is linked technically during the payment using MytelPay services, delay or disruption of service temporarily, MytelPay shall not be liable for any loss or damages arising from the disruption of MytelPay services & system (server, website, portal, End-user App) including without limitation virus attack or any other technology and /or to claim against use it best effort to solve the problem. MytelPay shall use it best effort to solve the problem. The Biller agrees to provide its assistance and corporation with MytelPay for solving such problem. ‘The MytelPay Biller shall not raise such error to claim against MytelPay and shall noti immediately. £ comply with all laws, policies, guidelines, regulations ordinances or rules applicable to Biller’s business and provisions of this agreement. g. comply with all MytelPay policies and terms & conditions all the time. MytelPay shall promptly notify to Biller if there are any changes. ‘h, ensure that Biller is engaged in lawful business that include sale of products and/or service and has registered and /or obtained all required permits and license to conduct such business under law and relevant jurisdictions under which Biller conducts business i. provide MytelPay all necessary billing information which required to collect from the Biller Article 4: MytelPay Bill Collection Service 4.1 MytelPay agrees to provide collection service for the Biller in order for Biller’s customers make Payment to Biller’s account via MytelPay’s end user app and Biller agrees to engage with MytelPay’s bill payment service in terms and conditions of this Contract commencing on Effective Date until this Contract is terminated, ‘The collection service shall be charged 2% (from Customer) of the proceeds per Transaction. Article 5: Anti-money Laundering & Financing of Terrorism For the purpose of compliance with the Anti-Money Laundering & Financing of terrorism laws and policies, the Biller hereby grants MytelPay full rights to conduct monitoring of transactions from Biller activities on following eases, a.Any complex, unusual, large amount transactions and transaetion that donot contain complete originate information; b.Any unusual pattems of transactions that have no apparent or visible economic; ¢.Business relation and transaction with political exposed persons; Business relation and transactions with institutions or person in jurisdiction that do not have adequate system in place to prevent or deter money laundering or financial of terrorism;€. Transaction conducted by means of cross border correspondent banking or other milar relationships. Whenever MytelPay is required to report any suspicious transactions to Central Bank of Myanmar (CBM) or any other competent authorities, MytelPay may inform (if permitted) to Biller about those transactions. Article 6: CONFIDENTIALITY 6.1. Both Parties shall keep secret all Confidential Information received from the other Party during the duration of this Contract and at least two (2) years after the expiry date of this Contract and shall make any necessary and reasonable efforts to maintain the confidentiality of such information. 6.2. Each Party shall not disclose any Confidential Information to any third party unless getting prior written approval from the other Party or if requested to disclose such information by State authoritative agencies or applicable laws and regulations. 6.3. Appropriate actions and measures shall be taken by both Parties to ensure that no one, including their staff and all others under their management, will disclose any Confidential Information. Those obligations will be valid for at least two (2) years after the expiry date of this Contract. 6.4. This term shall not apply to any public information and/or information that one Party has already known or received before the date of signing this Contract and/or the information that ‘one Party receives from third parties who have no obligations to keep the information secret. 6.5. If one Party breaches the terms of this Article, they shall compensate to the other Party for all costs and/or damages caused to the other Party. 6.6. This confidentiality clause shall not apply to any information that: (@) is already known to the Party receiving the information on the date of entering into this Contract; oF (b) is required to be disclosed in connection with the requirements of applicable legislation or requirements stipulated in the result of any court or administrative procedure or any court or governmental order. Article 7: INTELLECTUAL PROPERTY RIGHTS 7.1. Biller hereby undertakes that it has the full intellectual property rights to the System under this Contract. If any third party raises a rightful claim due to infringement of intellectual property rights in connection with the System under this Contract, Biller will at its discretion and costs, and exeluding further liability, either:72. % a) Get a license from the third party who owns duly effective intellectual property rights infringed by the System under this Contract: b) Modify the infringing parts; or ©) Substitute other non-infringing parts for such infringing parts MytelPay shall inform Biller in case any third party raises a claim, whether ditectly or indirectly, against the alleged infringement relating to the System under this Contract. MytelPay shall not, ‘on its own account, accept any third party’s claim. In accordance with any reasonable request from Biller, MytclPay may support Biller in defending against any third party’s claim, and Biller shall fully reimburse MytelPay for expenses arising thereof, Biller shall at its own cost defend MytelPay against any claim of infringement upon any third party’s intellectual property rights in respect of the System under this Contract. DATA PROTECTION Each Party shall comply with its obligations under all applicable data protection laws in respect of each Party’s respective rights and obligations under this Contract, Each Party agrees, in respect of any such personal data provided to it by the other Party, that it shall: (a) act only on instructions from the other Party regarding the processing of such personal data under this Contract; (b) ensure that appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of the personal data, and against accidental loss or destruction of, or damage to, the personal data; and (c) comply with any reasonable request made by the other Party to ensure compliance with the measures contained in this clause, TRAINING 9.1. Biller shall organize training per MytelPay’s reasonable request to maintain and operate the ‘System afier the completion of the System installation at Biller’s own cost 9.2. Biller shall be responsible for providing all related training documents and/or answer 9.3. Biller shall closely cooperate 10. 10, questions from MytelPay regarding matters of the System's usage and operation. MytelPay’s personnel in installation, testing, and the operation process to allow for a timely skill transfer in System operations. MODIFICATION AND TERMINATION OF CONTRACT. 1. Any amendment or supplement to this Contract and its Appendices shall be valid and binding only if such amendment or supplement is made in writing and duly signed by the Parts. Such amendment and supplement shall effect on the original contract, but shall not oppose aim and term of this contract.10.2. a) b) °) ad ° 10.3. a) b) 1. 2. The Contract may be terminated in any of the following cases: Either Party sends the other Party a 60-day prior written notice to terminate this Contract, subject to the written acceptance of the other Party. Both Parties agree to terminate the Contract, Either Party is liquidated, dissolved, has applied for or in bankruptcy, or its operation is suspended. A Party is in violation of laws which may have any adverse impact on the other Party A Party enters into merger, association, alliance or unification with any other corporate entity, or there is a considerable change in its ownership or control which may have any adverse impact on the other Party. Regarding unilateral termination of the Contract: Either Party shall have the right to unilaterally terminate the Contract if the other Party breaches any provision of this Contract and does not remedy the breach within fifteen (15) days from receiving a notice from the other Party, Subject to Article 10.3(a), if the Contract is unilaterally terminated by either Party, the defaulting Party shall have to compensate for all losses, damages incurred by the non- defaulting Party. For the avoidance of doubt, the quantum of claimable damages shall have capped at the value of this Contract. COMPLIANCE WITH LAWS Each Party shall comply in all respects with all applicable legal requirements governing the duties, obligations, and business practices of that Party and shall obtain any permits or licenses necessary for its operations. Neither Party shall take any action in violation of any applicable legal requirement that could result in liability being imposed on the other Party. INDEMNITY Each Party shall indemnify, defend, and hold the other Party harmless from and against any and all claims, actions, suits, demands, assessments, or judgments asserted, and any and all losses, liabilities, damages, costs, and expenses (including, without limitation, attorney's fees, accounting fees, and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts, or omissions of the indemnifying Party or any of its employees and agents in the exercise of the indemnifying Party's rights or the Contract, performance or observance of the indemnifying Party’s obligations under this13.1 13.3. 14. 15. Prompt notice must be given of any claim, and the Party who is providing the indemnification will have control of any defences or settlement. DISPUTE SETTLEMENT MytelPay shall be exempted from all liabilities relating to intellectual property disputes and other disputes relevant to the System provision under this Contract. In case of any dispute relating to such System provision, Biller shall be responsible for settlement of the dispute and related expenses. Notwithstanding expressed in the other Article, all disputes, conflicts and controversies (hereinafter referred to as a “Dispute”) arising out of or in connection with this Contract, including but not limited to any question regarding its existence, validity or termination, shall be amicably settled by mutual negotiation in good faith between the two Parties. If no settlement or negotiation can be reached within (30) days since the date on which a Party notify to the other Party of the existence of the Dispute, the Parties agree that the Dispute shall be referred to and finally resolved by binding arbitration in the competent court in Myanmar accordance with Myanmar Arbitration Law. The Arbitration proceedings shall be conducted in Myanmar. The Language of the arbitration shall be in English. The award of the arbitration shall be final and binding on both Panties. Alll arbitration fees, including administrative fees, shall be borne by the losing Party. TERM OF CONTRACT. This Contract shall come into effect from the signing date and is valid for twelve (12) months. If neither Party sends the other Party any official notification in writing to terminate this Contract within thirty (30) days prior to the expiry date of the Contract, the Contract will be automatically extended for the next twelve (12) months ENTIRE CONTRACT AND DOCUMENT. This Contract, including the Appendices attached hereto, shall constitute the entire Contract and understanding between the Parties in relation to the subject matters of this Contract, and consists of commitments, promises, guarantees and unity of the Parties on these matters, Each Party in the Contract shall admit that there is no commitment, promise or any Contract, whether oral or written, provided by the other Party or its authorized representatives, but not embodied in this Contract and the Appendices attached, that shall be significant and valid to the Parties.16. 17. 4 APPENDIX All appendices attached here with shall form an integral part of this ag Appendix 1 ~ Payment & Reconciliation Process Appendix 2 ~ Contact Point GENERAL PROVISIONS Force Majeure a) All events or circumstances which are beyond the reasonable control of either Party (the “Affected Party commotion, earthquake, flood or other natural disaster, fire, explosion, epidem surrection, hostilities, rebellion, riot, civil "), such as war, revolution, , strike (other than those solely affecting the Affected Party), lockout or other industrial disturbance, blockade, government interference, technical system troubles, etc., shall be considered as cases of Force Majeure, ) In case of Force Majeure, the Parties shall, within fifteen (15) days from the date of oceurrence/ending of the cause, provide each other with the nature, proof and necessary information thereof. In this case, the time stipulated for the performance of the obligations under this Contract shall be extended as agreed by both Parties. €) In case of Force Majeure, the Parties may temporarily suspend their obligations under this Contract, and such obligations shall be immediately resumed upon the end of Force Majeure. 17.2 Conflicts If any inconsistency exists between any provisions of this Contract and provision of any other document with respect to subject matter hereof, the provisions of this Contract shall prevail 173 Notice a) All notices and contacts relating to this Contract shall be sent to the addresses provided by the Parties in the Appendix 2 of this Contract and shall be communicated in English, b) All notices and any contacts ate ony valid in writing, including fax and telex, and deemed to be sent and received when: (i) handed in hand with confirmation note; (ii) seven (7) working days after sending by post/mail with confirmation note; (ii) fax signal of being sent in case of sending by fax or telex during the working hours; (iv) actually received if being sent by express mail services, and in any cases, such notices must be sent to the agreed addresses. ©) For this purpose, either Party may change the address by valid written notice to the other Party. 10174 Governing Law The Contract, and the validity, construction and performance of this contract, shall be governed by construct and enforced in accordance with the Laws and Regulations of Myanmar. 17S Severabi If any part or any provision of this Contract is or becomes illegal, invalid or unenforceable, that part or provision shall be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the validity or enforceability of the re parts of said provision or the remaining provisions of this Contract. No waiver by either Party to any provisions of this Contract shall be binding unless made in writing. The failure by either Party to enforce at any time for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions to this Contract. 17.6 Assignment/Subcontracting Neither Party shall have the right to assign or subcontract any of its obligations or duties under this Contract without the prior written consent of the other Party. 17.7 Others a) This Contract shall be effective as of the signing date. b) This Contract is made into four (4) copies in English with equal legal value. MytelPay keeps two (2) copies and Biller keeps two (2) copies. he Parties have each executed or caused their duly authorized representative In witness wheres to execute this Contract for and on their behalf as of the date first written above. For and on the behalf of For and on the behalf of Mytel Wallet International M: nmrar Cor, td Sein Gay Har Trading Co,Ltd (Sein Gay Har/ Biller) Hoang Trung Thanh UTHAN TUN AUNG @ HAN Wit A z Director icisies Eieeiitive ities International Equal Trading CogLtd. uAPPENDIX 1 PAYMENT & RECONCILIATION PROCESS (Attached to Contract No.071/2020/MytelPay-Sein Gay Har/BILL COLLECTION) PAYMENT & RECONCILIATION PROCESS PAYMENT ) Currency in transaction: Currency transaction will be made with MMK curreney unit b) Settlement method: bank transfer. Bank Name AG2...Paalk.... Account Name + Lh dhM0..AH in Akdingntedd Yor Win Hhaf PQ A2Q202.10.2928. 4.0.1. Collection proceeds shall be settled twice a week after the transaction to local bank account of Account number Biller. Settlement term shall review based on the number of transaction increased. RECONCILATION PROCESS ©) On the 2" working date of every month, MytelPay shall receive the Confirmation of ‘Transaction Detail Record and Collection proceeds from Biller, hereinafter referred as to the “Report”, to confirm the Proceeds counted from 00 hour 00 minute 00 second of the first day to 23 hours 59 minutes 59 seconds on last day of previous month 4) By the 5 working day of every month, Biller shall receive the Confirmation of Billing Transaction Detail Record from MytelPay, hereinafter referred as to the “Billing Report”, to confirm the statistic and collection proceeds counted from 00 hour 00 minute 00 second of the first day to 23 hours 59 minutes 59 seconds on the last day of the previous month. This Billing Report will be reconciled with Biller’s Report to confirm the final report, hereinafter referred as to the “Reconciliation Report”, to be used for the settlement and payment of the previous month, ©) Data review: in the event of discrepancy equal to or less than 0.1% between the transaction records of the parties, the lower data shall be used as the basis for the transaction value calculation. If the discrepancy is greater than 0.1% isputed Sum"), Biller may give notice to MytelPay within three (03) days from receiving the Reconciliation Report from MytelPay to resolve the Disputed Sum, and the Parties shall in good faith cooperate to resolve the discrepancy within five (5) working days from receipt of said notice. If the Parties fail 10 resolve the discrepancy within this five (05)-days period, the parties shall mutually appoint an independent 2 ¢third party auditor to resolve the dispute and the Parties shall cooperate with the auditor by providing all documents and information necessary for the auditor to render a decision within fourteen (14) days from appointment, The auditor's decision shall be final and binding on the parties, and MytelPay shall settle payment to Billers, where applicable, within five (5) working days from the auditor’s decision. Each Party shall bear its own costs associated with the dispute resolution, but the costs of appointing the auditor shall be borne by the Party whose records do not prevail as per the auditor's findings. For the avoidance of doubt, MytelPay shall settle all undisputed sums to Biller in accordance with this Article 4, In witness whereof, the Parties have each executed or caused their duly authorized representative to execute this Appendix for and on their behalf as of the date first written above. For and on the behalf of For and on the behalf of ‘MytelPay Wallet International Myanmar Sein Gay Har Trading Co.,Ltd (Sein Gay Har) Hoang Trung Thanh Chief Executive Officer UTHAN TUN AUNG IN HIUT Di International Egea 8 Co.Ltd, 13 aAPPENDIX 02: CONTACT POINT (Attached to Contract No.071/2020/MytelPay-Sein Gay Har /Bill COLLECTION) During the cooperation period, the Parties shall contact each other the below listed contact points: Email: cicimayzun@mytel.com.mm No.| Work MytelPay Biller 1 Name Thon Hike Soe Syst ‘Name: Mr.Bao ystem a | operation | I? Centre Department: J.T. and Mobile: +95 9691051596 Mobile: 99 -75063§ 628 connection |: paonet/@vietel mail onc! @viettel.com.vn_ Email i 20 riMboe Oginail wn 2 an Pham Thi Thuy Name foyett MUyunt Kine Customer | Customers Service Dept. Department: (ay torre (ave care Mobile: +959691 190584 Mobile + 04-9596 >>69) Email: thuypt7@viettel.com.vn ae Email S¢ingayharotline mall a.gr 5 Swe Zin Htet Nese : Yin Axor Wa Merchants & Billers Dept = Sales “and Department: Sqle [4 € c Wallet Centre ‘ontract 3 Mobil: & - Mobi: 1959662949549 bie 04-7978 24 066 Email: swezinhtet@mytel.com.mm Email: 50iagayro-enl ene ll oy pail 4 Name umOnt Hye an Fi Ei May Zun Narwonr | Payment, | nance Dept Deparment: fj quace Carlie Mor double- i oa Mobile: +959691050732 Mobile: 09-99556) HU Si aghoronl j sonal egru:) 1].on ton on 1420. Bt P22 59 reap a GRAB ston Bd sat Btepaapgeat gcc SS giestomer eae ee e981 s ieatntey 24 rage $—SLe_ oats Seiesrrb BEE §yForfoppsrmBayoi eo: