A Plus Logo

The terms and conditions set out in this Agreement comprise the legally binding agreement between the Applicant and Wave Money. Wave Money has agreed to provide Services to the Applicant on terms and conditions set out in this Agreement, while the Applicant is of the opinion that Wave Money has the proper and necessary qualifications and abilities to provide Services to the Applicant.

1.DEFINITION OF TERMS

Applicant means any person who desires to use Wave Money services to collect money from their customers. Applicant Team- Includes but not limited to Directors, Employees, Agents, Subcontractors and Representative etc.

Call Center Call Center managed by Wave Money.

Customer means any person who desires to purchase Services or Products from the Applicant and makes payment for the same using Wave Money Services.

Confidential information shall have the meaning as described in clause 12 of this Agreement.

Transaction fees The amount payable by Customers to Wave Money for availing the Services as per this Agreement including applicable tax, rates, duties etc as applicable, but excluding transaction amount.

Settlment Amount The Transaction Amount less Service Fees payable by Applicant less withholding tax, tax under reverse charge, tax, rates, duties, etc. as applicable.

Transaction Activity performed by Customer using Wave Money Apps or through Authorized Wave Shop related to the purchase of goods and services from the Applicant.

Transaction amount The amount paid by the Customer towards the Transaction excluding transaction fee.

2.COMMENCEMENT AND DURATION

The Services supplied under this Agreement shall continue to be supplied for a period of (1) one year with the option of extending for a period of (1) one year with a mutually negotiated price unless the Agreement is terminated.

3.SERVICES

The Applicant hereby agrees to engage the Wave Money to provide the Applicant with services specified in Annexure 1 & 2 and (the “Services”) consisting of:

• Collecting payment from Customer via Wave Money App • Collect payment from Customer via “pay with Wave ” integration

• Collect payment from Customer via Wave Money Agent

• Collect payment from Customer via “pay with Wave ” integration

4.SERVICE FEE

As consideration for the provision of the Services by the Wave Money, the Fees as specified in Annexure 1: Commission and Pricing Structure. This is subject to revision from time to time, at the sole discretion of Wave Money. Wave Money service fees shall be collected upfront upon the successful completion of each transaction. Wave Money service fees shall be net of Withholding Tax (WHT), if applicable. To clarify, withholding tax, if any, will be borne by the Applicant. Both parties mutually agree that the charges and payment shall be reviewed in every six months and to discuss any appropriate changes to the specifications or implementation of the services. All payments to the Wave Money under this Agreement shall be made without any deduction of applicable withholding taxes, other taxes, duties, costs and levies in accordance with Myanmar Law. Any (“Additional services”), the applicant request Wave Money to provide additional services not include in the services described in the Service terms, shall be paid by applicant at a rate to be mutually discussed and agreed between the Parties in arespect of such additional service.

5 INTEGRATION

Wave Money has agreed to integrate the Merchant with Wave Money’s payment platform (Wave Pay and Wave Channel) , wherein the Applicant can create a Merchant Wave Pay account in order to enable the Applicant to accept payments for the products/services being sold at the Retail Outlet and e-commerce websites/ apps by using Wave Money’s payment platform. Wave Money reserves the right to suspend/delete the Applicant’s Wave Money services without notice in case of suspicion of any fraud/abusive transaction, nonusage of the Wave Money services for a period of (3) months or in case of any misconduct or deviation by the Applicant from the terms and conditions prescribed by Wave Money. The balance amount remaining in the Applicant’s Wave Pay Account in case of such suspension shall stand forfeited

6 PROOF OF TRANSACTION

In the event of any customer dispute, the Applicant shall forward the authentic invoice of any customer order and transaction details and data to Wave Money as and when requested, not later than 16 working hours from the time of communication. Invalid transaction: A transaction may be invalid and may be charged back if:

i. Authorization of transaction was declined for any reason by the Customer and the same was processed.

ii. It is for any reason unlawful and unenforceable;

iii. If it is not processed as per the operating guide or any other term of Wave Money

iv. In case the transaction has been declined from Wave Money, however, the amount has been deducted from the Customer’s WavePay due to reasons attributable to Wave Money, then Wave Money will keep the Applicant indemnified against any or all action instituted by the Customer against it due to such deductions.

A Transaction shall be deemed invalid if:

i. The transaction record is illegal; or

ii. The price charged to the Customer for goods or services under the Transaction is in excess of the Applicant’s normal price;

iii. The Merchant has failed to observe this Agreement

7. WARRANTY AND DISCLAIMER

Wave Money represents and warrants that (i) it has all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; (ii) all corporate action on the part of Wave Money, its officers, board of directors and stockholders necessary for the performance of its obligations under this Agreement has been taken.

A. EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAVE MONEY AND ITS LICENSORS, AS APPLICABLE, MAKE NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR SOFTWARE,

B. THE APPLICANT ACKNOWLEDGES THAT NEITHER WAVE MONEY NOR ITS LICENSORS HAVE REPRESENTED OR WARRANTED THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUTDELAYORWITHOUT COMPROMISE OF THE SECURITY SYSTEMS RELATED TO THE SERVICES OR THAT ALL ERRORS WILL BE CORRECTED.

The Applicant represents and warrants that it shall comply with all applicable privacy, consumer and other laws and regulations with respect to its (i) provision, use and disclosure of the data; (ii) dealings with the users providing the data; and (iii) use of the Services. Additionally, the Applicant represents and warrants that (a) it has all requisite corporate or other power to enter into this Agreement and to carry out the terms of this Agreement; (b) all corporate action on the part of the Applicant, its officers, board of directors and stockholders necessary for the performance of its obligations under this Agreement has been taken; (c) this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with the terms hereof; (d) it has read and understands the entire Agreement and desires to be bound thereby, and it has been represented by counsel of its own choosing; and (f) it represents and warrants that, except as expressly set forth herein, no representations of any kind or character have been made to induce it to execute and enter into this Agreement. Wave Money sole obligation and Applicant sole and exclusive remedy in the event of interruption to the Services or loss of use and/or access to Wave Platform and the Payment Mechanism and services, shall be to use all reasonable endeavors to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible. For the avoidance of doubt, in no event shall Wave Money be liable to Applicant or any other third party for any of the following: (i) amounts due from Customer in connection with any service obtained by the Customer at Applicant’s Site; and (ii) any applicable taxes and Government levies.

8. GENERAL PROVISIONS

Both Wave Money and Applicant shall maintain complete and accurate records of all transactions, accounts and charges incurred by Applicant under this Agreement, in accordance with the Applicable Law from the date of receipt of payment by Wave Money up to five years. The Applicant agrees to provide and inspect relevant records and data related to the Services under this Agreement within reasonable time without any delay, if required by Law and/or Directives from any Governmental or Judicial Body.

9. INTELLECTUAL PROPERTY RIGHTS

Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audio-visual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Services identified herein (“Wave Money Intellectual Property Rights”) are owned by Wave Money or its licensors, and you agree to make no claim of interest in or ownership of any such Wave Money Intellectual Property Rights. You acknowledge that no title to Wave Money Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in Wave Money or its licensors’ service, other than the rights expressly granted in this Agreement. The provisions of this clause shall survive termination of this Agreement for any reason.

10. INDEMNITY

1) DMM shall only be liable to indemnify and hold the Applicant harmless from all Third Party IPR claims and liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by Applicant. The Applicant shall indemnify and hold the DMM harmless from all claims and all liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by the DMM as a result of or in connection with any claim made against the DMM in respect of any liability, loss, damage, injury, cost or expense sustained by the DMM employees or agents or by any service provider or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of this Agreement by the DMM .

The Applicant shall always indemnify and keep Wave Money indemnified against the Customer including all claims, actions, liability, suits, loses, defaults, expense, costs (legal and other professional fees and expenses) incurred or paid by the Wave Money arising out of or in connection with:

(a) a Transaction between the Applicant and the Customer;

(b) any invalid Transaction;

(c) any dispute over goods or services between the Applicant and the Customer;

(d) any warranty or representation whatsoever in relation to any goods or services supplied by the Applicant; and

(e) any other disputes that may incur between the Applicant and the Customer.

The provisions of this clause shall survive termination of this Agreement for any reason

11. LIMITATION OF LIABILITY

Except as expressly provided in this Agreement, neither party shall in any event be liable to the other party for any or for any special, indirect, incidental, punitive, or consequential damages, whether or not the possibility of such damages could have been reasonably foreseen.

The Applicant shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to the Wave for any and all direct claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or incurred by the Funds and to the extent directly resulting from failure of the Applicant (including any branch thereof, regardless of location) to exercise such reasonable care and diligence.

Notwithstanding anything stated under this Agreement, the aggregate liability of Wave to the Applicant or any other party from any and all cause(s) whatsoever shall not in any and all event(s) exceed the sum equivalent to the preceding one month’s aggregate Fees earned by Wave under this Agreement, from the date of first occurrence of such liability. The provisions of this clause shall survive termination of this Agreement for any reason. The provisions of this clause shall survive termination of this Agreement for any reason

12. CONFIDENTIALITY

Each Party shall keep in strict confidence all the data, all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the disclosing party, its employees, agents or sub-contractors and any other confidential information concerning the business or products which Wave Money and/ the Applicant may have disclosed including the Customer’s data and information (“Confidential Information”). Each Party shall take reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control. Each Party further agrees to use the other Party’s Confidential Information only for the purpose of its performance under this Agreement.

This clause shall survive termination of this Agreement for any reason.

13. TERMINATION

All services during the period from issue of notice to the date of termination of the Agreement shall be rendered by Wave Money as per this Agreement. Without prejudice to any other rights or remedies each Party may have, either Party (“terminating party”) may terminate this Agreement without any liability to the other Party (“terminated Party”) immediately on giving notice to the terminated Party if:

(a) terminated Party commits a material breach of any of the terms of this Agreement and fails to remedy that breach within Thirty (30) days of being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the terminated Party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the terminated Party; or

(c) an order is made for the appointment of an administrator or receiver to manage the affairs, business and property of the terminated Party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the terminated Party, or notice of intention to appoint an administrator is given by the terminated Party or its directors or by a qualifying floating charge holder; or

(d) terminated Party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or the terminated Party ceases, or threatens to cease, to trade.

On termination of this Agreement for any reason, One Party shall return to the Other Party any property, documentation, records, or Confidential Information which is the property of the other party, including:

(a) all copies of information and data provided by one party to the other for the purposes of this Agreement. One party shall certify to the other party that it has not retained any copies of the information or data, except for one copy which the One Party may use for audit purposes only and subject to the confidentiality obligations; and all specifications, access and other documentation comprised in the Services and existing at the date of such termination, whether or not then complete.

Termination of this Agreement, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provisions expressly stated to survive, or implicitly surviving, termination.

DMM may terminate this agreement by providing (30) days’ written notice by emailing or mailing. Or if there is no show for production going alive during three months after the date of signing, this agreement shall be automatically terminated.

14. FORCE MAJEURE

“Force Majeure Event” shall mean all events which are beyond the control of a party, and which have a material and adverse effect on the total or partial performance by a party of its obligations under this Agreement. Such events shall include, earthquakes, typhoons, flood, fire, war, lockouts and strikes (not of employees, contractor’s, sub-contractor of either party), riots, violence, acts of government, statutory authorities or public agencies, civil disturbances, terrorism or act of god or any other events which cannot be foreseen, prevented or controlled.

Upon occurrence of a Force Majeure Event, either Party shall promptly inform each other, in writing, of the occurrence of such Force Majeure Event in reasonable detail. The Parties shall in such case also use all reasonable endeavors to mitigate the adverse effect of such Force Majeure Event.

Upon occurrence of a Force Majeure Event, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavors to minimize the consequences of such Force Majeure Event. In the event the parties are not able to finalize an equitable solution to Force Majeure Event and the same continues beyond thirty (30) days, subject always to Clause 11 regarding Termination, each Party can terminate this Agreement or the Contract forthwith after giving written notice thereof to the Applicant. In such a case, the Applicant shall pay to Wave Money the price of Services provided up to the date of termination.

15. VARIATION

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

16. NO AGENCY RELATIONSHIP

Nothing in this Agreement is intended to, or shall operate to, create an agency relationship between the parties, or to authorize either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17. RIGHTS OF THIRD PARTY

This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

18. SEVERABILITY

The invalidity of any portion of this Agreement shall not affect the remaining portion of this agreement or any part thereof and this Agreement shall be constructed as if such invalid portion or portions had not been inserted therein. The parties will replace an invalid provision or fill a gap with valid provisions, which must closely approximate the intent and economic effect of the invalid provision

19. NO ASSIGNMENT

This Agreement may not be assigned without the prior written consent of Wave Money.

20. GOVERNING LAW

21. SETTLEMENT OF DISPUTE

“Dispute” means any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement or any Contract concluded under this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it.

21.1 DISPUTE RESOLUTION PROCESS

(a) Customer shall register a complaint at Call Centre and shall be provided a ticket number.

(b) Wave Money shall notify the Applicant by email of the complaint registered by the customer.

(c) The Applicant shall review & investigate the dispute and reply with the explanation of what happened.

(d) The Applicant shall respond with firm action plan to Wave Money for resolving the dispute.

(e) Wave Money shall notify to the Applicant for the following dispute cases:

(i) If the Customer claims that they had paid the wrong amount or wrong reference number or both,

(ii) If the Customer claims that they make duplicate payment for the same reference number

(iii) Any other dispute as Service provider may consider

(f) the Applicant shall review the claim and provide the response to Wave Money within 2 hours

(g) Further, the Applicant needs to provide the evidence i.e form of documents, agreements, records, transaction history, screen shots, email, voice recording etc. to substantiate their findings to enable service provides validate and take necessary action.

(h) Wave Money shall resolve if the Customer register a dispute at Call Centre in the following procedures:

(i) Dispute settlement incidents shall be reviewed and investigated by Wave Money.

(i) Dispute settlement incidents shall be reviewed and investigated by Wave Money.

(ii) Wave Money shall obtain the evidences from the Applicant to validate their stance and based on their findings shall provide the final resolution.

(iii) The Applicant shall accept Wave Money’s findings and shall execute the resolution.

(iv) The Applicant shall bear and pay the complete dispute amount to the Wave Money if Wave Money investigate and endorse the Customer’s dispute.

(v) If the Customer claims that they make the payment successfully but do not receive SMS, Wave Money shall resend the SMS to the Customer phone number within 1 calendar day.

(vi) Wave Money shall not accept the reversal request once the transaction has been settled with Applicant

21.2 AMICABLE SETTLEMENT

In the event of a Dispute, representatives of the parties shall, within ten (10) Business Days of service of a written notice from either party to the other party (“Dispute Notice”), hold a meeting (“Dispute Meeting”) in an effort to resolve the Dispute. In the absence of agreement to the contrary the Dispute Meeting shall be held at the registered office of the Applicant.

Each party shall use all reasonable endeavors to send a representative who has authority to settle the Dispute to attend the Dispute Meeting.

If the parties’ representatives cannot resolve the Dispute within ten (10) Business Days after the service of a Dispute Notice, then current Department Head of each Party shall hold a meeting in an effort to resolve the Dispute.

Any Dispute which is not resolved within twenty (20) Business Days after the service of a Dispute Notice, then current CXO of each Party shall hold a meeting in an effort to resolve the Dispute.

Any dispute, which is not resolved within thirty (30) Business Days after the service of a Dispute Notice, whether or not a Dispute Meeting has been held, and whether or not the CXOs of each Party have met in an effort to resolve the Dispute, shall, at the request of either party made within 30 Business Days of the Dispute Notice being served, be referred to and finally resolved by arbitration.

21.3 ARBITRATION

The arbitration shall be conducted under the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) (for the purpose of this clause, the “Rules”), which Rules, as modified from time to time, are incorporated by reference into this clause (and provided that, in the event of any conflict between the Rules and the provisions of this clause, the latter shall prevail).

The language used in the arbitral proceedings shall be English. All documents submitted in connection with the proceedings shall be in the English language. All the arbitrators shall be fluent in English.

No party shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.

The arbitration agreement is a separable agreement and if any provision of the arbitration agreement is invalid or unenforceable or prohibited by law, it shall be treated for all purposes as severed from the arbitration agreement and ineffective to be extent of such invalidity or unenforceability, without affecting in any way the remaining provisions of the arbitration agreement, which shall continue to be valid and binding.

Both parties agree that the losing party shall reimburse all costs and expenses arisen from the arbitration and other miscellaneous expenses to the wining party.

22. TAX

Each Party shall pay related taxes for its net revenues in accordance with existing laws and/or relevant legislation of the Republic of the Union of Myanmar.

23

During the Agreement Term and thereafter, Applicant agrees that they will take no action which is intended, or could reasonably be expected, to harm DMM or its reputation or which could reasonably be expected to lead to unwanted or unfavorable publicity to DMM. In case of any breach of the above clause, DMM shall, in addition to the right to terminate this contract immediately without notice, have the right to recover such damages as it may have suffered and which are proven to have been suffered by DMM in a court of law or otherwise by means of an arbitral award made in its favor under the Arbitration clause 21.3.

24. EXCUSING / RELIEF CLAUSE:

Wave shall not be liable for any failure to perform (or any delay in performing) any of its obligations under this Agreement if the failure or delay results from any of the following:

24.1 A failure or delay by the Merchant, its affiliates and /or its other contractors in providing Wave with the agreed assistance, inputs or facilities set out in or reasonably required in connection with the Agreement.

24.2 Wave acting in accordance with an express instruction provided by the Merchant.

24.3 Wave shall make all reasonable endeavors to continue to provide the services to mitigate the impact of excusing cause and Merchant shall compensate Wave for any additional costs and expenses incurred by Wave.