Exhibit 10.1


 








. ' Statement of  Work  for   Merchant  & Payment - t   August 2018 Private  & Confidential l



    	 



    	 



    



' ' 2 Private  & Confidential Statement  of Work This  Statement  of  Work  ("SOW")   is made on between  the  following   Parties: 1. MIG  Mobile  Tech Berhad  (Company  Registration  Number  1160768 - U),  a  company   incorporated  under  the  laws  of Malaysia  and  having  its registered  office  at  1 - 02,  1 st  Floor,  Block  A,  Axis  Business  Campus,  No.  13A  &  13B,  Jalan  225,  Seksyen  51A,  46100   P  taling  Jaya, Selangor,  Malaysia;  hereby  known as "Client". 2. Artemis  Tech  Sdn.  Bhd.  (Company Registration  Number  1287870 - H),  a  company   incorporated  under  the  laws  of  Malaysfa  and  having  its  registered  office  at  79A,  Jalan  SS21/37,  Damansara  Utama,  47400  Peta  ling  Jaya,  Selangor,  Malaysia;  hereby  known   as "Vendor". Scope  of Services The  Client  agrees to  engage  the  Vendor to  complete the  following  implementation  in a  two phase approach: 1. Develop  and  provision  a  web - ba_sed  Merchant  Management  System  ("System")  with   payment  processing  and  settlement  features,  equipped with  administrative   functionalities  accessible  via  desktop browser; 2. Enhance  WECONNECT  prepaid  card  mobile  electronic  wallet  to  integrate  with  the   System for the  former  to  function  as  consumers'  mobile  payment solution; 3. Install  System  into  hosting environments  provisioned  by  the  Client,  comprising  of   web,  application  and  database  servers  for  Development,  Systems Integration  Testing   (SIT),  User  Acceptance  Testing  (UAT)  and  Production environments; 4. Conduct  training session  (One  round  for  each  phase  of  implementation, based  on   train - the - trainer  model) to  enable  Client  to  undertake  user  acceptance  tests  and   subsequent  training  activities; and 5. Prepare system architecture  diagram  and  simplified  functional documentation.



    	 



    	 



    



System Overview The  System  shall  be  implemented  using  hybrid  mobile  programming  and Java  platform   technologies,  comprising  of  the  following  high  level  system requirements: 3 Private  & Confidential · - No. High  Level Requirements 1 Back Office: Administrative Features a. User registration b. User  account management c. User  profile management d. Password management e. Role - based  access control f. Maker - checker  control  on  critical back  office  transaction  (1  maker:  1 checker) 2 Back  Office:  Merchant Management a. Merchant registration b. Company   profile management c. Banking  account maintenance d. Transaction  profile configuration e. User  account  management  (Merchant  administrators and staff) f. Password  management  (Merchant  administrator and staff) g. Access  control  for staff h. Maker - checker  workflow control i. User  account maintenance ii. Transaction  profile configuration 3 Fronj,  Office:  Merchant Portal a. Self - service on - boarding: i. Merchant registration ii. Company  documentation upload b. Registration  status inquiry C. Merchant  administrator  accounts  provisioning  (Sysadmin 1 &  Sysadmin2) d..  User  account management  (Merchant  administrators and staff) e. Password  management  (Merchant  administrator  and staff) f. Role - based  access  control  for staff g. Company  profile management h. Banking  account maintenance i. Payment  configuration  (Prepaid  card,  crypto,  token and  cash value) j. Dashboard i. Transaction overview ii. Settlement overview k. Account inquiry  &  download I. Transaction  inquiry  & download m. Settlement  inquiry  & download n. QR  code  generation & download o. Audit  log  inquiry  & download '



    	 



    	 



    



p. Maker - checker control i. User  account  management  for staff ii. Access  control  for staff iii. Payment configuration q. Merchant  locator i. Locate  merchant  by  category, nearby,  favourite or  from history. ii. List  merchants;  Group  franchising  merchants  by  name  (E.g.  List  KFC  asa   single  entry  and  allow  drill - down  from  the  listing screen). Additional Notes Types  of  merchant supported: a. Single  owner  merchant  (E.g.  Night  market trader) i. Maker - checker  workflow excluded. b. Small  medium  enterprise  (i.e.  Single company) c. Franchise i. 1 - franchisor - N - franchisees  (Wholly owned) 1. Able  to set  individual  banking  account  of  each branch. 2. Franchisor is  able to  monitor  all  branches. ii. 1 - owner - owns - N - franchisee 1. Owner  able  to  view  its own  companies  only. 2. Franchisor  unable to  view  franchisees' accounts. iii. Individual franchisees 1. Franchis,:ir  is  unable to  view  their accounts. 4 Back  Office:  Payment Module a. Transaction journal b. Transaction  inquiry  & download 5 Front  Office:  WECONNECT  Prepaid  Card  Mobile  Wallet Enhancement a. Scan2Pay  (Static  QR  code scanning) b. Wave2Pay  (Dynamic  QR  code scanning) c. Payment refund i. Initiated  by consumer ii. Verified  by merchant iii. Allow_ed  for  same  day  transaction only iv. Full  payment  receipt  refund only 6 System:  Payment  Gateway Integration a. Online  integration  with  Finexus host 7 Back  Office: Settlement a. Settlement configuration b. Transaction  inquiry  & download c. Transaction  fees  inquiry  & download d. Settlement inquiry & download e. Settlement file generation (batch file interface) 4 Private  & Confidential



    	 



    	 



    



{I 5 Private  & Confidential f. Status inquiry on file generation 8 Back  Office: Report a. Merchant overview b. Settlement overview C. Payment  transaction analysis d.  Merchant  transaction analysis 9 System:  System Features a. Audit log b. Error log C.  Transaction log d. System  {Lookup)  parameter maintenance e. Two - factor  authentication  (One - Time  PIN)  on  system access 10 System:  Browser Support a.  Google  &Safari  browsers only 11 System:  Non - Functional Requirements a. Three - tier  application architecture b. Use  of  MySQL  database server C. High  availability  architecture design d. Multi - lingual  support for  English  & Mandarin e. PCI - DSS compliance '



    	 



    	 



    



Implementation Timeline The  implementation  timeline  of  the  Services  is  depicted below,  in  sequential  order: 6 Private  & Confidential Activity Week 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 13 Functional Studies ux  &  UI  Design Technical Design Development Vendor Testing SIT Support ! I UAT Support Production Ro/lout Systems Integration There  shall  be  systems  integration  with  the followings: 1. eKYC Component 2. WECONNECT  Cash Walle - t 3. WPAY  Crypto Wallet 4. WPAY  Reward Token 5. CARDWORKS  of Finexus Cards  Sdn. Bhd. All  integrations  shall  be  based  on  JSON  using  standard  mobile  app  AP!  or  RESTful  APL  There   shall  not  be  more  than  12  integration  APls altogether.



    	 



    	 



    



•/ 7 Private  & Confidential Mobile  Device Specification The  supported  mobile  devices are: 1. iOS  smartphone  launched  in  2016  or  later,  running  iOS  10  or later. 2. Android  smartphone  launched  in  2016  or  later,  running  Android  7 or later. Jail - broken  mobile  devices  will  not be supported. The  mobile  app  shall  be  supported  on  smartphone  devices only. Client's Responsibilities The  Client  shall  be  solely  responsible  for  the  procurement/  subscription/  provisioning/   execution/  installation/  maintenance  of  the followings: 1. Hardware,  software,  network,  storage,  cloud  infrastructure  and  all  other  supporting   infrastructure  (E.g.  Mail  server,  SSL  (secure  sockets  layer)  certificate,  two - factor   authentication  equipment,  optical  character  recognition  library,  mobile  payment   gateway  and  others)  required  by  the System; 2. Security/  Penetration  testing  and  performance - related testing; 3. Backup  and restoration  of  System  and data; 4. Licensing  or  subscription  of  productivity  improvement  software,  i.e.  task   management  system,  defect  management  system,  source  code  version  control   system, and others; 5. Management  of  third  parties  and  related resources  (E.g.  Documentation,  systems,   technical  expertise and others) to  ensure  effective collaboration  with  the Vendor  for   this  project delivery; 6. Provide  sufficient  workspace  and  office  equipment  required  by the Team; 7. User  acceptance  test  (UAT)   execution  and reporting; 8. Mobile  and  computer  devices  required  for  UAT; and 9. Regulatory  approval  (if applicable).



    	 



    	 



    



Cost  and  Payment Schedule The  total  cost  of  Services  ("Contract  Value")  and the payment  schedule  is  described below: 8 Private  & Confidential ' .. . - # Milestone  for Payment Percentage Amount (MYR) 1 Upon  SOW signing 30% 224,250 2 Upon  SIT  sign - off; OR 2 - week  after  start  of  SIT,  whichever earlier 15% 112,125 3 Upon  UATsign - off;  OR 4' - week  after  start  of  UAT,  whichever earlier 15% 112,125 4 Upon  production  deployment; OR 4 - week  after  UAT  sign - off,  whichever earlier 15% 112,125 5 2 - month  after  production  deployment; OR 2 - month  after  UAT  sign - off,  whichever earlier 25% 186,875 Total: 100% 747,500 * The above costs are amounts before taxation. Alf levies imposed by present or future law   ofMalaysia on the Contract Value shall be borne by the Client. Eighty  percent  (80%)  of  the  Contract  Value  shall  be  paid  in  Ringgit  Malaysia  (MYR)  currency   and  remaining  twenty  percent  (20%)  shall  be  paid  in  alternative  payment  mode   ("Alternative Payment"). The  Alternative  Payment  shall  either  be ordinary  share  of  WPAY  International  Berhad  or   WPY  crypto  coin  (at  valuation  of  USD0.05  per  coin),  or  a  combination  of  both.  The   composition  shall  be  decided  by  the Vendor. Underthe  Alternative Payment, the  Vendor  will  be  entitled  to 1.5  times  of  the base payment  amount, as  illustrated below: • Payment  amount due  in  payment milestone:79,950 • 80%  payment  amount  in  MYR  currency: 63,960 • 20%  payment  amount  in  Alternative  Payment: 15,990 • Final payment amount in Alternative Payment after 1.5 times of entitlement: 23,985



    	 



    	 



    



. - .. Out - of - Pocket Expenses The  Services  shall  be  rendered  at  Client's  office  located  in  Petaling  Jaya.  All  business  travels   outside  of  this  arrangement  shall  be  billed  to the  Client,  provided  that  prior  agreement  from   the  Client  is  obtained  before the expenses are incurred. The  billing  shall  be  based on  actual  expenses or  a  pre - agreed  amount  between  the  Parties.   The  expenses  shall include  transportation,  parking,  accommodation  and  meal allowance. Warranty Period The  Vendor  shall provide  a  two  (2)  months'  warranty  period  for  the System.  The  warranty   period shall  start  upon  each  phase  (total  of  two  (2)  phases)  of  production deployment. Professional  Service Charges The  professional  service  offered  by the  Vendor  shall  be  fixed at  MYRl,300  (Ringgit one   thousand  three  hundred  only)  per  man - day,  during  the  period of  this SOW. Maintenance  &  Support Charges Should the  Client  intend to  subscribe to annual  maintenance  and  support  services  for  the   System, the  Vendor shall offer  such  services at  an annual  rate  of  20%  of  the  Contract Value. [The  remainder  of  this  page  is intentionally  left blank] Private  & Confidential 9



    	 



    	 



    



IN  WITNESS  of  which  this  SOW  has  been  duly  executed  by  the  Parties  or  their  duly   authorised representatives: - SIGNED  for  and  on  behalf  of  MIG  Mobile  Tech  Berhad by . SIG - NED S!0NE D Repres':ntative Signature Witness Signature Representative Name & Tri:le Witness Name Date  of Signing Date  of Signing SIGNED  for  and on  behalf  of  Artemis  Tech  Sdn.  Bhd. by Representative Signature Witness Signature Representative Name & Title Witness Name Date  of Signing Date  of Signing : --- :: ---- ::: - : -- :: - : -------------- " --- 10 Private  & Confidential