SOCIALIST
REPUBLIC OF VIETNAM 


Independence
- Freedom - Happiness



AGREEMENT ON ACCEPTING ONLINE PAYMENT


SERVICE
VIA VTC PAY E-WALLET AND LOCAL BANK ACCOUNTS


No.
............/2020/ND/ITC-...





Whereas:


		-	Civil
                                         Code by the National Assembly of Socialist Republic of Vietnam on Nov24, 2015; 



		-	Commercial
                                         Law by the National Assembly of Socialist Republic of Vietnam on June 14, 2005;



		-	Telecommunications
                                         Law by the National Assembly of Socialist Republic of Vietnam, through November 23, 2009;
                                         



		-	Information
                                         Technology Law by the National Assembly of Socialist Republic of Vietnam on 29 August,
                                         2006;



		-	E-Transaction
                                         Law by the National Assembly of Socialist Republic of Vietnam, through November 29, 2005;



		-	Demand
                                         and possibility of cooperation between parties.



 


Today,
on Feb 15th, 2020, at the head office of VTC Technology and Digital Content Company, we are:


Party
A: VTC TECHNOLOGY AND DIGITAL CONTENT COMPANY


	Representative	:	Mr.
    Tran Hoang Minh
	Position	:	Vice
    Director
	(Under
    authorization letter No.05/UQ-ITC Dated 3rd April, 2019)
	Phone:	:	(84.24)
    44551530	Fax:
    (84.24) 36367728
	Tax
    Code:	:	0100110006-028
	Address
    :	:	23
    Lac Trung Street, Hai Ba Trung District, Ha Noi, Vietnam
	Account
    number	:	0651101076009	 	 
	Open
    bank	:	Military
    Bank, Hai Ba Trung branches, Hanoi, Vietnam




 


Party
B: HOTTAB ASSET VIETNAM COMPANY LIMITED





	Representative	:	Ms.
    Ngo Thi Cham
	ID
    card No.	:	001173021140
	Place	:	Police
    Department on Administrative Management of Social Order
	Position	:	Vice
    Director
	 	 	(Under
    authorized letter 20200115/2020/CV)
	(Under
    authorization letter No.05/UQ-ITC Dated 3rd April, 2019)
	Phone:	:	0976940899	
	Tax
    Code:	:	0108838460
	Address
    :	:	No
                                         57 Tran Quoc Toan Street, Tran Hung Dao Ward, Hoan Kiem District, Hanoi, Vietnam


	Account	:	1014595801	 	 
	Bank
    Name:	:	SHB
    Tran Hung Dao


 


(Party
A and Party B will be hereinafter referred to individually as "Party" and collectively "Parties")


Also
agreed to sign the Agreement to provide online payment service via VTC Pay subject to the terms and conditions as follows:


Article
1: Definitions


		1.1.	VTC
                                         Pay: an mediate payment of VTC Intecom, under the license number operation 31/GP-NHNN
                                         dated 24th February 2016. VTC Pay be allowed to supply 03 type of services:
                                         (i) Online payment gateway service; (ii) pay on behalf and collect on behalf; (iii) e-wallet
                                         service. 



		1.2.	VTC
                                         Pay ewallet: an account who made the purchase of products and services and through
                                         VTC Pay gateway and e-wallet. An electronic identity account is provided by VTC Intecom
                                         at the address https://vtcpay.vn/, allows keeping a guaranteed monetary value equal to
                                         the deposit equivalent to the amount transferred from the bank's payment account at the
                                         bank to the payment guarantee account of VTC Intecom at the rate of 1: 1 and used as
                                         a means of non-cash payment.



		1.3.	VTC
                                         Pay online payment gateway: is a service providing technical infrastructure to make
                                         the connection between the accepting units and banks to assist customers to make payments
                                         in e-commerce transactions, electronic bill payment and Other electronic payment services.



		1.4.	Buyer:
                                         is the organization / individual buying products and services of Party B’s
                                         merchants through VTC Pay.



		1.5.	Product
                                         and services: Products and services provided by Party B’s merchants, which
                                         under the Vietnamese law are not prohibited



		1.6.	Online
                                         sales website: is websites belonging to the merchants engaged by Party B that allow
                                         customer can purchase products and services provided by the merchants engaged by Party
                                         B on these websites.



		1.7.	Successful
                                         transactions: the transactions have successfully paid by customers to purchase products
                                         and services of Party B at merchants’ websites.



		1.8.	Force
                                         majeure: all situations and events beyond the comparison of the including parties
                                         but not limited to natural disasters, war, decisions of competent bodies, affect the
                                         exercise or delay in the performance of its obligations under the contract between Parties.



		1.9.	Working
                                         day: means the day of the week (except Saturday, Sunday and holidays, Vietnamese
                                         New Year in accordance with regulation of Vietnamese Government.)



		1.10.	VTC
                                         Intecom: stands for VTC Technology and Digital Content Company. 



		1.11.	...:
                                         stands for ...






Article
2. Cooperation contents


Party
B integrates VTC Pay on apps and Online sales websites of the merchants engaged
by Party B via the following payment methods:


		2.1.	Making
                                         payment by VTC Pay e-wallet.



		2.2.	Making
                                         payment by local bank accounts in Vietnam integrated with VTC Pay through Internet Banking.






Article
3. Technical connection





	3.1	Party
                                         A provides technical documentations describing the methods and details of parameters
                                         to connect VTC Pay for Party B in order to support Party B to make surveys and modify
                                         systems to be able to offer Products and services and to match Party B’s connection
                                         standards.



	3.2	Party
                                         B undertakes not to disclose, provide, or integrate specifications provided by Party
                                         A to any website other than Party B’s merchants’ online sales website without
                                         the prior written consent of Party A.



	3.3	Party
                                         B will be responsible for investments in hardware, software, and communication lines
                                         to ensure continuous connectivity.






Article
4. The method of determining sales, payment and tax


		4.1.	For
                                         reconciliation and determine sales:



		-	Sales,
                                         service fee are specified in Appendix 01 attached to this Agreement.



		-	Reconciliation
                                         Process, Reconciliation duration, form of Report On Output and Sales are specified in
                                         the Appendix attached to this Agreement. 



		-	The
                                         reconciliation between two parties shall be made in Vietnam Dong.



		4.2.	Payments:



Transactions
are made by customers will be temporary settled into Party B’s VTC account under this Agreement that is: 1014595801- SHB.


		-	For
                                         each successful payment of the customer, Party A will transfer the purchase amount to
                                         VTC Pay e-wallet account of Party B (after deducting the fee of payment support service).



		-	When
                                         Party B requests transfer from VTC Pay e-wallet account to bank account: Party A will
                                         transfer money to Party B within 03 (three) working days from the time Party B create
                                         the withdrawal order.



		-	Invoice:



Ø 
Party A will issue VAT invoice to Party B for service fees of the previous month within 03 (three) working days after Party A
receives report on output and sales of online payment service via VTC Pay signed by both parties.


Ø 
The form of report on output and sales of online payment service via VTC Pay is specified in Appendix 01 attached to this Contract.


Article
5. Rights and obligations of Party A


 5.1. Rights of Party A:


 




		-	Enjoy
                                         the support service fees paid under the provisions of this Agreement.



		-	Require
                                         Party B to provide information-oriented implementation of service operations, marketing
                                         and promotion, customer care. (in case of any demand)



 5.2. Obligations of Party A:


 




		-	Ensure
                                         stable operation and accuracy of the VTC Pay system.



		-	Provide
                                         truthful, correct & accurate information of online payment transactions for customers
                                         in accordance with this Agreement and take responsibility for the information they provide
                                         to Party B.



		-	Reconciliation
                                         and make payment to Party B under the provisions of this Agreement and the appendices.
                                         



		-	Coordinate
                                         with Party B to resolve complaint issues, customer complaints and/or investigation by
                                         the State management agency (if any).



		-	Perform
                                         other responsibilities outlined in the Appendix to this Agreement.



Article
6. Rights and obligations of Party B


 6.1. Rights of Party B




 


		-	Enjoy
                                         support payment activities by Party A under the provisions in this Agreement.



		-	Require
                                         Party A to provide the technical focal point for conducting and implementing connectivity
                                         for the sale of Products and services via the Online sales websites.



 6.2. Obligations of Party B




 


		-	Announcing
                                         fully and exactly on Party B’s website or relevant merchants’ websites: (i)
                                         information about products and services; (ii) policies for return/ exchange and warranty
                                         for the Products and servies; (iii) policies for delivery and other policies. (If any).



		-	Check
                                         information related to successful payment transactions of buyers before handing/delivering
                                         Products and services. In case errors are detected, Party B has to immediately notify
                                         the buyer and Party A is obliged to handle & resolve the situation. 



		-	Ensure
                                         delivery to the customers according to the commitments on the website of Party B’s
                                         merchants. Party B shall or shall ensure that Party B’s merchants store documents,
                                         bill of sales or delivery bills, delivery notes signed by the Buyer, and other evidences
                                         to be able to resolve complaints & disputes. Party B shall solely be responsible
                                         if a complaint cannot be resolved due to lack of evidences. 



		-	Party
                                         B undertakes to refund the buyer in case of complaints & disputes where there is
                                         evidence of: (i) Buyer not receiving the item and Party B not having any evidence for
                                         the delivery of the Products and services to the Buyer; (ii) Buyer complains that the
                                         payment transaction is fraudulent/forged and Party B has evidence of delivery of the
                                         goods or services to the Buyer. 



		-	After
                                         comparing information & evidences provided by the Buyer and Party B and if Party
                                         A comes to the conclusion the complaint of the Buyer is accurate, Party A has the right
                                         to refund to the Buyer: The transacted amount including the support payment service fee
                                         that Party A is entitled to receive. If the balance in Party B’s VTC Pay account
                                         of is not sufficient, Party B wis obliged to top up the needed amount of money to the
                                         VTC Pay account and/or Party A has the right to deduct the respective amount from the
                                         payout for the latest period of payment- reconciliation.



		-	Responsible
                                         for monthly reconciliation and confirmation towards Party A and to provide necessary
                                         documents to Party A to make monthly payments.



		-	Coordinate
                                         with Party A to resolve complaints of customer or investigations of State management
                                         agencies (if any).



		-	Perform
                                         other duties or merchants outlined in the appendices.



Article
7: Confidentiality and Intellectual Property


		7.1.	Both
                                         parties commit to keep information provided by the other party and other information
                                         related to development and implementation cooperation confidential, unless the Parties
                                         have agree in writing or the disclosure has been requested by a State management agencies.



		7.2.	Party
                                         A will provide to Party B username and password to login into the processing system of
                                         Party A. Party B shall keep the password secure. If Party A or Party B having changes
                                         in the responsible staff, either party may request the other party to change the provided
                                         account password. Any request to change the password must be implemented within 24 hours
                                         after receiving the written request of Party A or Party B.



		7.3.	Both
                                         parties agree that Party B will not use the VTC Pay trademark owned by Party A in any
                                         form except in accordance with the purposes and requirements of this Agreement.



Article
8: Amendment and Termination of the Agreement.


		8.1.	This
                                         Agreement and appendices of this Agreement can be modified any time by mutual agreement
                                         of the Parties in writing.



		8.2.	This
                                         Agreement shall terminate in the following cases:



		a.	If
                                         it expires without renewal; or



		b.	If
                                         both parties agree to terminate the Agreement. In that case, both parties will agree
                                         on the specific conditions related to the termination of the Agreement; or



		c.	If
                                         one of the two parties is liquidated, dissolved or suspended. In this case the Agreement
                                         will either end as agreed by both parties and / or in accordance with the provisions
                                         of current applicable law; or



		d.	In
                                         case Force Majeure occurs outside the will of both parties and either Party cannot perform
                                         its obligations despite trying to overcome the situation; or



		e.	if
                                         the termination of the Agreement is ordered according to the decision of the competent
                                         State authority.



		8.3.	Either
                                         Party may unilaterally terminate the Agreement in the following cases:



		a.	if
                                         the other party is in breach of its responsibilities as stipulated in the Agreement and
                                         does not repair or remedy the breach within 15 (fifteen) days after receiving notice
                                         of the breach from the aggrieved party.



		b.	If
                                         a Party provides services that violate the provisions of the law of Vietnam.



		c.	If
                                         the Agreement is unilaterally terminated by either Party in accordance with point a)
                                         above, the violator shall be liable for all direct damages to the aggrieved party.



		8.4.	In
                                         case of termination of this Agreement under Clause 8.2 and Clause 8.3 above, the Parties
                                         shall continue to fulfill all outstanding obligations between the parties prior to the
                                         termination of the Agreement.



Article
9: Legal regulation and settlement of disputes.


		9.1	The
                                         Agreement shall be interpreted & explained and shall be subject to the law of Vietnam.



		9.2	In
                                         case any dispute or disagreement between the parties relating to the Agreement arises,
                                         the parties will try to resolve disputes through negotiation and mediation in good faith.
                                         In case the Parties fail to reach a consensus between the parties, any party has the
                                         right to submit the dispute resolved to a competent court. The competent court's decision
                                         will be final and shall have binding effect for the parties.



Article
10: Validity of the Agreement.


		10.1.	This
                                         Agreement takes effect from the time of signature of the Contracting Parties till the
                                         end of 31st of December 2020. If neither party ordinarily terminates the Agreement
                                         with a written notice period of 30 (thirty) days before the Agreement expires, the Agreement
                                         will automatically be renewed for one consecutive (01) year.



		10.2.	Neither
                                         party shall be authorized to transfer the rights and responsibilities regulated in this
                                         Agreement to any third party, unless it has the prior written approval by the other party..
                                         All transfer must be notified in writing with a minimum notice period of 30 (thirty)
                                         days.



		10.3.	Any
                                         changes to this Agreement must be agreed and signed by both parties in writing as new
                                         appendix of the Agreement. New appendices shall constitute an inseparable part of the
                                         Agreement and both Parties mutually agree to be obligated to perform any obligations
                                         stipulated in such appendices.



		10.4.	The
                                         Agreement is executed in 03 (three) copies in English with the same legal value, Party
                                         A keeps 02 (two) copies, Party B keeps 01 (one) copy.



 


	PARTY
                                         A

        VTC
        INTECOM 

         

         

        Tran
        Hoang Minh 
	PARTY
                                         B

        HOTTAB

         



 






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APPENDIX
01


Reconciliation,
FEES AND CONTACT





(Attached
to the Agreement No. .........../2020/ND/ITC- on ........... between
VTC Intecom and HOTTAB)


Article
1: Reconciliation


 1.1. Reconciliation duration




 


	-		Since Party
B sends a transfer request from VTC Pay e-wallet account to bank account, within 01 (one) working day, the two parties will compare
the data and sign report on output and sales of online payment service via VTC Pay



	-		Reconciliation
duration: from 00:00:00 the first day of the month to 23:59:59 the last day of the month, Vietnam time.



		•	Reconciliation
                                         Processes



	-		Process:
The responsible person of the two parties must sign report on output and sales of online payment service via VTC Pay according
to the process: Party B sends the original data via e-mail the detailed record of the monthly transaction to Party A, Party A
compare the figures of Party B and the data recorded on the billing system of Party A.





	-		In case
of data discrepancy, two Parties must check detail transaction. If two Parties cannot find the cause of data discrepancy, two
Parties should have negotiation to complete the final transaction data based on willing cooperation.





		•	Processing
                                         error transactions



	-		If the Customer
has paid and the systems of Party A acknowledge of Successful transactions, but the system of Party B do not acknowledge, Party
B will resolve directly with Customer by herself, Party A will still transfer to Party B in accordance with the provisions of
this Agreement and Appendices.





	-		In case
of the Customer has not paid and the system of Party A acknowledge the transaction is not successful, but the system of Party
B has acknowledged a Successful transaction, the Party that discovered the error will immediately notify the other Party. Both
Parties will check and review together, on the basis of collated information on the system of Party A, Party B system and the
banking system. If the error comes from one Party’s system, that Party will be held responsible.





Article
2: Service fees


 2.1. Service Fees:


 




	No.	Fees	Payment
                                         methods

        (incude
        e-wallets and domestic banks)

	1	Service
    fee	1.3%
    + 1.760 VNĐ/GD thành công
	2	Withdrawal
    fee	5.000
    VNĐ/GD rút tiền thành công
	3	Registration
    fee	Miễn
    phí
	4	Maintenance
    fee	Miễn
    phí


 


2.2. Service fees include transfer fees and 10% VAT.


 




Article
3: Sample record


REPORT
ON OUTPUT AND SALES OF 


ONLINE
PAYMENT SERVICE VIA VTC PAY


From.................
to .................


VTC
Pay Account: ...........


		-	Based
                                         on the Agreement No. ....../2020/ND/ITC-.. dated ..................
                                         between VTC Intecom and ...;



		-	The
                                         two sides signed Report on Output and Sales of online payment service via VTC Pay in
                                         month ... .. year ...... as follows:



	Date	Sales	Amount
    (VND)	Service
    fee (VND)	Revenue
    (VND)
	(1)	(2)	(3)
    = ...%*(2)+1.760*(1)	(4)
    = (2) – (3)
	 	 	 	 	 
	 	 	 	 	 
	Total	 	 	 	 


Note:
Above total sales is included 10% VAT.


Total
sales is: ............... VND (in words: ........................... Vietnamdong).


Total
fees is:.............. VND (in words: ........................... Vietnamdong).


Total
revenue for Party B.............VND


This
Report is made to 03 (three) copies in English with the same legal value, Party A keeps 02 (two) copies and Party B keeps 01 (one)
copy.


	Signed
                                         on ... months ... years ...

         

        VTC
        INTECOM
	Signed
                                         on ... months ... years ...

         

         

	 	 
	DIRECTOR	VTC PAY 


 


Article
4: Implementation


4.1.
This Appendix takes effect from .../2020 and is an inseparable part of the Agreement No. ........./2020/ND/ITC-...
on ............... between VTC Intecom and HOTTAB.


4.2.
This Appendix is made to 03 (three) copies in English of equal value, Party A keeps 02 (two) copies and Party B keeps 01 (one)
copy.


Hanoi,
...........................................


	PARTY
                                         A

        VTC
        INTECOM 

         

        

        Tran
        Hoang Minh 
	PARTY
                                         B

        HOTTAB

         

         



 



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