Hongkong Telecom
AGREEMENT
Agreement for on-line Internet shopping business.
This Agreement is made the 29 day of March One thousand nine hundred and
ninety nine
Between:
Hong Kong Telecom IMS ("HKTIMS") whose principle place of business is at 00X,
Xxxxx 00, Xxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxx Xxxx and
Xxxx0xxxx.xxx Ltd ("A4S") whose principle place of business is at 12A First
Xxxxxxx Xxxx Xxxxxx, 00 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx.
Whereas
(A) A4S is operating an on-line shopping service called "ShoppingAsia" at
xxx.xxxx0xxxx.xxx and xxx.xxxxxxxxxxxx.xxx
(B) A4S will collaborate with HKTIMS to promote the on-line shopping service to
Netvigator subscribers via the Internet on the terms and conditions herein
after contained
Now it is hereby agreed as follows:
1. Definition
1.1 "ShoppingAsia" means the on-line shopping service operated and managed
by A4S on the Internet located at xxx.xxxx0xxxx.xxx and
xxx.xxxxxxxxxxxx.xxx
1.2 "Netvigator" means the Internet service operated and managed by HKTIMS
located at xxx.xxxxxxxxxx.xxx
1.3 "Netvigator's store owners" means Internet users who have opened
on-line stores with A4S's ShoppingAsia service via the Netvigator
website located at xxx.xxxxxxxxxx.xxx
1.4 "Shoppers" means those Internet visitors to the A4S websites who
purchase products or services on-line
1.5 Commission means the percentage of sales transactions generated
through store owners signed from Netvigator.
2. Obligation of A4S
2.1 Pay HKTIMS a commission of three per cent (3%) on all sales shoppers
visiting ShoppingAsia via Netvigator
2.2 During the terms of this agreement A4S shall, with such marketing
material of ShoppingAsia in English and Chinese from time to time as
A4S considers necessary in its opinion to assist HKTIMS with the
promotion of the service.
2.3 Not submit any material which is protected by copyright or other
intellectual property unless AS4 owns or controls the rights thereto
2.4 Grant HKTIMS the right to display ShoppingAsia logo or trademark on
the Internet
2.5 At its own cost administer the ShoppingAsia business including
a) collect payment from on-line shoppers by credit card processing
b) organize the supply and delivery of goods or services
c) pay commission due on a monthly basis to store owners
d) pay commission due on a monthly basis to HKTIMS
e) pay suppliers for all good delivered
2.6 Take care of Netvigator store owners' complaints if any.
2.7 Maintain regular communication with store owners via the Internet
3. Obligations of HKTIMS During the term of this agreement, HKTIMS shall:
3.1 For a consideration of HK$34,200 from A4S provide a customized
application to enable ShoppingAsia to recruit store owners and provide
members with a virtual storefront with a unique URL. The application
also contains administratio and shopping cart features.(please refer
to appendix for details)
3.2 Transfer the copyright of above application to A4S
3.3 Promotion via Netvigator or other appropriate medium This to include
banner advertising, hyperlink and advertorial (if applicable) at all
times while the agreement is valid
3.4 During the first six (6) months after service launch HKTIMS will not
undergo the same marketing program with those companies offering
similar service within Netvigator.
4 Commission to HKTIMS
4.2 A4S shall pay to HKTIMS an amount of commission equal to three percent
(3%) of sales generated by Netvigator store owners' virtual shopfronts
at ShoppingAsia
4.3 Commissions to HKTIMS shall be made monthly within 30 days of the end
of each calendar month by a crossed cheque made payable to "HongKong
Telecom IMS Ltd." The cheque should be sent to the principle place of
business of HKTIMS.
4.4 Within 30 days after the end of each calendar month A4S shall send to
HKTIMS an account showing particulars of the amount due to HKTIMS by
way of commission accrued in that month accompanied by a remittance
for the Commission due.
4.5 HKTIMS reserves the right to audit the accounts relating to
ShoppingAsia and Netvigator store owners at its own expense.
5 Term and Termination
5.1 This agreement shall commence on the day both parties have signed the
agreement and be valid until terminated
5.2 The agreement can only be terminated by one party if the other party
is in breach of conditions
5.3 Upon termination of this agreement
a) all terms within the agreement will be ceased
b) HKTIMS will be entitled to remove any web pages, links or
advertorial for ShoppingAsia from Netvigator
c) A4S will pay to HKTIMS any outstanding commission prior to
termination date within sixty (60) days of such termination
6. Miscellaneous
6.1 Neither party will at any time either during the term hereof or
thereafter, disclose, communicate, divulge, use for the benefit of any
other person or third person any confidential information or other
information which relates to the affairs of the other party without
the prior written consent of that party or otherwise required by law.
6.2 This agreement shall be governed by and construed in accordance with
the laws of Hong Kong SAR and the parties hereby irrevocably submit to
the non-exclusive jurisdiction of Hong Kong SAR courts.
In witness whereof this agreement has been executed on the day and year above
Signed for and Signed for and
on behalf of on behalf of
Hong Kong Telecom IMS Xxxx0xxxx.xxx Ltd
Signed: /S/ Xxxxx Xxxxx Signed: /S/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxxx
Title: Business Development Manager Title: Director
Date: March 29, 1999 Date: March 23, 1999
Appendix
Functional Specification
HK Telecom IMS will develop a customized application for A4S to run network
marketing business on the Internet. The application contains the following
features:
i) Member Registration - Any Internet users can register to the
application and become a network member to own a virtual storefront
with unique URL.
ii) Virtual Storefront - the storefront embraces a product catalogue, a
checkout form and form-to-email utility.
iii) Administration for Host - the host can undergo following admin:
Member: track member list and his/her personal information.
Category: add, remove or modify the product categories in member's
storefront.
Product: add, remove or modify the product items inside the product
catalogue of member's storefront.
Order: track orders and their profile from every member's storefront.
Accounting: input commission to members
i) Administration for Member - members can undergo following admin:
update his/her personal information. check order amount and commission
from his/her storefront.
Customized features
HK Telecom IMS will customize the application to cater for A4S
business needs. The additional features include:
bilingual - we recommend to input bilingual info. (both Big5 Chinese
and English) into the product catalogue of member's storefront to
avoid the complication of maintaining two identical databases (in
different language). The administration interface for host can allow
PBC to input both Big5 Chinese and English info. to the product
catalogue.
DBI - the application is applying text files as database format
currently. We do not recommend to change the current database format
to DBI or other forms because it will result to the change of Perl
language of the application. As the current text-file database can
fulfill few thousands members, it may not be cost justified to
initiate the change at this stage.
Credit card payment - We will modify the check-out form to accept
credit card namely Visa, Master, Dinner and AE.
Delivery Charge - We will incorporate a program to calculate the
delivery cost on top of the order amount.
US$ vs. HK$ - We will add one more column to the product catalogue to
illustrate the product cost in both US dollar and HK dollar.
Interface to U.S Certificate Authority - We note the need to pass the
credit card information to U.S. Certificate Authority for online
authorization and credit card settlement.