Global Humax Capital Management Inc.


Southeast Financial Center


200 South Biscayne Boulevard


Suite 2790 ,


Miami FL33131 U.S.A.


 


 


 


 


For the attention of Wolfgang Ruecker / Department CLICKDIRECTPAY


 


 


22nd June 2015


 


Dear Mr. Rucker,


 


 


LETTER OF INTENT AND HEAD OF TERMS


 


This letter is to set out the parties mutual understanding of the
stage reached in our negotiations, and to evidence our respective intentions with regard to the implementation of the Project and
Heads of Terms that have been agreed in connection therewith. This letter is non-exhaustive however the Head of Terms described
herein form the key commercial components of the agreement and are intended to be legally binding and to represent the legal commitment
entered into by the parties until such time as a formal Contract for Services, and


Service Level Agreement can be completed.


 


1. PARTIES


 


a) Akshar Technologies Ltd a company registered at PO BOX
32191 Al Jazeerah, Al Hamra, Ras Al Khiamah, UAE, with commercial registration number A232/04/13/6376.


 


b) Global Humax Capital Management Inc.


Southeast Financial Center


200 South Biscayne Boulevard


Suite 2790 ,


Miami FL 33131 U.S.A.


Department CLICKDIRECTPAY


 


2. SCOPE


 


As per our understanding this would be a Online transaction service
web application which is supposed to be developed in Java/J2EE technology. It will provide the complete solution to its customer
to make online transaction using more robust and secure environment with connection to payment provider fintech system. There is
a need for a portal for Management Information and Reports (see below and diagram for the parts of the portal).


 


Pls see the attached high level architecture diagram attached -
apologies its written by hand as I've not had the chance to put this into visio yet. Lets do a walkthrough of this when you or
Jan have some time.


 


Here are the list of feature for the all the users exists in
the system.


 


From the diagram you will see that architecture is split 3 layers:


 


Web layer


 





    	 



    	 



    


The web layer is core transaction engine (Transaction integration
layer) of the system - which consists of UI Snippets and REST API which will be used to communicate with all parties involved in
the system.


 


The MI layer is used for the portal itself which will consists of
the below (this is in the business layer):


 


1. Authentication Module [Super Admin, Reseller, Merchant,
Customer]:


 


1.1 Login/ logout functions


 


1.2 Registration: registration option for the merchant on the landing
page entry form for relevant data.


 


1.3 Password Change/Recovery


 


2. Customer Management Module:


 


2.1 Change/Manage Username / Password and other profile information
for the other customer sitting at the lower level.


 


2.2 Customer administration : list and option to edit customer master
data, activation/ work clearance customer registration, with activation send an email to merchant with access data blocking function
of a merchant (for example, termination)


 


2.3 Registration


 


3. Account Administration Module: change password change
master data master data (),


 


3.1 Change Master Data [Address, AP, VAT]


 


3.2 Debit entry data, Mandate text, Approval fixed deposited general
business terms and DSHW (opt) data set transfer, status initial "pending" .


 


4. Application Main Dashboard: This would be main landing
page once the authentication process completed successfully.


 


4.1 Transactions for the day: Will list down all the transaction
made for the current date regardless its type and mode.


 


4.2 Volume of transactions made Today: Will be accumulated number
of total transactions.


 


4.3 Transactions total


 


4.4 Volume of transactions total


 


4.5 Follow up chart of transactions: there would be an interactive
chart will be drawn to show all the above transactions in a graphical mode.


 


5. Merchant Cockpit Section:


 


5.1 Mode of the payment


 


5.2 Adding/Managing payment services and its type.


 


5.3 Search/Filter for transactions: The application will be able
to provide the list of transaction on the basis of depositor, IBAN,BIC ( sender and/ or recipient) transactions_ID and date.


 


5.4 Search Filter Results :The result will be shown on a different
page with the attributes like transaction_ID, sender account, details ( reference, value) and date .All the transaction will be
linked to the notification) are listed on a different page/section as suggested.






    	 



    	 



    


Manage Canceled transaction: where we send the dataset of the successful
transaction (server - to - server)As suggested the merchant will interact with this application using native API with API created
unique API key which will treated as global identification of the merchant, using this key his cancel request will be processed
from server to server internally.


 


5.6 Transactions: list of customers with number of their transactions,
list of reseller with number of their transactions, filter: month/year, additional as CSV export for further use at Global Humax
accounting system.


 


5.7 Transaction Details Page: will display all the details regarding
the transaction selected by the merchant.


 


6. Support and Help


 


7. Mail8


 


8. Notifications


 


9. Invoicing (Data set to be confirmed) 


 


10. Encryption for the database 


 


The services layer will consist of


 


Security layer


Validation layer


Persistence layer


Transformation layer


FinTech system integration layer


 


Some of the basic recommendations are below:


 


1. Technology used


1.1 Java/J2EE (WebFramework, ESB)


1.2 WebServer ( Tomcat)


1.3 MySQL DB


 


2.1 Sizing Assumptions:


2.1 10,000 txn per month to start off with - potentially look to
increase this by 30% over the course of the next 12 months from GO LIVE. 2.2 4 merchants to be supported with ease


2.3 20 concurrent merchant users


2.4 5 internal users


2.5 Horizontal or Vertical scaleability


2.6 Hard Requirements (x2 -if resilience is required)


2.6.1 - 6/8 Core processor


2.6. 2 - 32 GB Ram


2.6.3 - 1TB Hard Drive Storage


2.7 Currently we are only looking to integrate XS2a.Pay Fintech
API only


2.8 - PCI is not part of this scope - for PCI lets discuss on a
call as the costing and the T&E required needs business decision.


 


3. EXCLUSIONS


 


The following items are specifically excluded from the scope of
the Project and/or agreed terms:


 


(a) PCI Compliance


 


(b) Hosting Services - formal quotation to be submitted
by ATL.


 






    	 



    	 



    


4. COMMERCIAL TERMS


 


The following commercial terms shall apply:


 


(a)A one off fee of USD30,000 in respect of
system development shall be charged by Akshar Technologies.


The set up fee shall be payable as per below:


(i) 20% following signature of
this Letter of Intent and Head of Terms


(ii) Remaining 80% of the invoice
shall be payable in parts equivalent to


(b) An annual support and maintenance pack license should work as:


(i) The first 3 months after Go
LIVE - Akshar Technologies will support for Free of Charge


(ii)There after Global Humax can
either request support on issue by issue basis - which will be chargeable at $75USD per hour.


(iii)Or have the option to take
annual support at $5,000 USD. With fix available on SLA basis.


(c) The director of Akshar Technologies
(Mr. Akshay Jitendra Patel) will be provided with shares with value of $14,000 USD as part of the payment of the system development.


 


5. Time Frames


 


The timeframes of delivery of the project are as follows:


 


Development Timeframe - at high level I would say Akshar
Technologies will need 3 weeks to design and 8 weeks to build and test. So rough estimate is about 3 months. Akshar Technologies
will need 1 weeks after signature of this LOI for the project to commence.


 


 





	Name: Wolfgang Ruecker	 	 	Name:
	Position: CEO	 	 	Position:
	Company: GH Capital Mgt. Inc.	 	 	Company:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Signature:	 	 	Signature:
	Date:	 	 	Date: