MEMORANDUM OF AGREEMENT
Exhibit 10.19
This Agreement made and executed this 12th day of May, 2021, by and between:
BETUR, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal office at 00X Xxxxxxxxx Xxxxx Xxxxxxx Xxx xxx. Onyx and Sapphire Sts., Ortigas Center, Pasig City, Philippines, represented herein by its CEO, Xxxxxx Xxxxxxx, hereinafter referred to as “XXXXX.XX”;
-and-
TRANGLO PTE. LTD., a company duly incorporated under the laws of Singapore with its business address at 0 Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxx #00-00X Xxxxxxxxx 000000, represented in this Agreement by its Director, Xxx Xxxx Xxx, hereinafter referred to as “CLIENT”;
(XXXXX.XX and CLIENT hereafter referred to individually as a “Party” or collectively as “Parties”)
NOW, THEREFORE, the Parties have agreed as follows:
1. | DEFINITIONS – In this Agreement, including any annexes, unless the context otherwise requires, the following expressions shall have the respective meanings set out against them: |
“Business Day” refers to a day on which banks are open for retail banking business in the Philippines, Singapore and in Kuala Lumpur, Malaysia. |
“Service” refers to the service provided by XXXXX.XX via XXXXX.XX’s API for the conversion of XRP into PHP in accordance with the payment instruction from CLIENT and other related services. | |
“Terms of Service” refers to the Betur Inc. User Agreement (xxxxx://xxxxx.xx/xxxx-xxxxxxxxx/) and XXXXX.XX Privacy Policy (xxxxx://xxxxx.xx/xxxxxxx/). | |
2. | TERM OF AGREEMENT – The term of this Agreement shall be for a period of one (1) year commencing on the date of execution of this Agreement. The Agreement shall be deemed automatically renewed every year thereafter if neither Party notifies the other in writing of such party’s intention to either terminate the Agreement or not renew any of its terms at least sixty (60) days before the expiry date of the term of this Agreement or any subsequent renewal or extension thereof without prejudice to Section 12 of this Agreement. |
3. | All communications pertaining to this Agreement between the parties shall be sent to: |
If intended for XXXXX.XX
For the attention of | : | Xxxxxx Xxxxxxx |
Address | : | 00X Xxxxxxxxx Xxxxx Xxxxxxx Xxx cor Onyx and Sapphire Sts, Ortigas Center, Pasig City, Philippines |
Email address | : | |
If intended for CLIENT | ||
For the attention of | : | XXXXXX XXX |
Address | : | 0 Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxx #00-00X Xxxxxxxxx 039190 |
Email address | : |
4. | OBLIGATIONS |
A. | CLIENT understands that this Agreement and the use of the Service shall be subject to the Terms of Service and CLIENT agrees to comply fully at all times. CLIENT understands that XXXXX.XX may change the Service and the Terms of Service from time to time, subject to Parties’ mutual agreement in writing. |
B. | XXXXX.XX may suspend or terminate CLIENT’s access to the Service, provided CLIENT is given at least fourteen (14) Business Days prior written notice with justification regarding the suspension or termination, save for circumstances in which XXXXX.XX is legally obligated to withhold such notice of suspension or termination to CLIENT. XXXXX.XX may delay, refuse, reject, reverse or cancel CLIENT’s request, order or transaction (as the case may be), provided CLIENT is given notice as soon as practicable, save for circumstances in which XXXXX.XX is legally obligated to withhold such notice. |
A. | It shall be a condition precedent to this Agreement coming into effect that CLIENT: (i) has successfully completed the XXXXX.XX business verification process, and (ii) has provided all appropriate supporting documents to XXXXX.XX. The business verification process and the required documents may be changed from time-to-time; | |
B. | In consideration for the Service, CLIENT shall pay XXXXX.XX the fees as provided in Annex B of this Agreement. Notwithstanding anything contained in the Terms of Service, where XXXXX.XX refuses, rejects, reverses, or cancels CLIENT’s request, order, or transaction (as the case may be), CLIENT shall be refunded any fee or charge that has been paid or deducted, save for instances where XXXXX.XX’s refusal, reversal, or cancellation is due to CLIENT’s error, negligence, or misconduct. | |
C. | Both Parties shall establish rules and procedures for the operation of the Service for remittance purposes. |
6. | EXCLUSIVITY OF THE AGREEMENT – No exclusivity shall be implied by this Agreement. |
8. | SECURITY AND CONFIDENTIALITY – |
A. | Either Party may provide Confidential Information (as the “Disclosing Party”) to the other party (as the “Receiving Party”) pursuant to which it may acquire information in relation to the clients, business or affairs of Disclosing Party. |
B. | Confidential Information is data and information that is: |
(i) | given either by XXXXX.XX to CLIENT, or by CLIENT to XXXXX.XX in connection with the implementation of this Agreement; | |
(ii) | concerning XXXXX.XX and/or CLIENT including but not limited to information relating directly or indirectly to the present or potential business, operational, or financial condition; |
(iii) | identified as any information, which is known or reasonably should be known by either Party to be confidential or proprietary such as payment data, marketing plans, software program and any information which might reasonably be presumed to be proprietary or confidential in nature including but not limited to, intellectual property rights, trade secrets, operations, processes, technology, and shall include all and any information in respect of a party’s affiliates, their customers and their personal data; regardless of when such data and information were disclosed, whether prior to or after the execution of this Agreement. Further, Confidential Information shall also include personal data as defined under the Parties’ respective laws relating to data protection. |
C. | The Confidential Information shall not include material or information that: |
(i) | is explicitly approved for release by written authorization of the Disclosing Party; | |
(ii)
| prior to the date hereof, is in the public domain or hereafter comes into the public domain other than as a result of a breach of this Agreement; | |
(iii) | was known to the Receiving Party and/or its Personnel (as defined in Section 8.D) prior to the disclosure by the Disclosing Party as evidenced by written records; | |
(iv) | was lawfully obtained by the Receiving Party and/or its Personnel without breach of this Agreement; or | |
(v) | is independently developed by the Recipient and/or its Personnel without any reference to the Confidential Information. |
D. | Each Party agrees not to disclose any Confidential Information disclosed by the Disclosing Party to any person or entity whatsoever except to its and its affiliates’ employees, officers, directors, professional advisors, consultants, auditors, partners or agents (collectively, “Personnel”) as required in performing its obligation under this Agreement, and shall take all prevention steps reasonably required to avoid the disclosure of such Confidential Information. | |
E. | The Receiving Party, upon Disclosing Party’s written request, shall promptly return all Confidential Information received from the Disclosing Party, together with all copies thereof, or certify in writing that all such Confidential Information and copies thereof have been destroyed. The Receiving Party is entitled to retain any Confidential Information where it is required by any by law or by order of a court of competent jurisdiction or by any rule, direction or regulation of any regulatory or governmental authority or any other relevant authority, including without limitation, a recognised stock exchange having jurisdiction over the Receiving Party, if any, or in accordance with its internal policy and the Confidential Information so retained shall be kept in accordance with this Agreement. | |
F. | Notwithstanding any terms in this Agreement, the Parties acknowledge and agree that all Confidential Information disclosed by or on behalf of the Disclosing Party is and shall remain the property of the Disclosing Party. Nothing in this Agreement shall be construed as granting or conferring any license or any rights whatsoever (including without limitation any intellectual property rights), whether expressly, impliedly or otherwise, in respect of the Disclosing Party’s Confidential Information to the Receiving Party. |
G. | A party may disclose Confidential Information that is required by law or by order of a court of competent jurisdiction or by any rule, direction or regulation of any regulatory or governmental authority or any other relevant authority, to be disclosed, provided that, to the extent permitted by law, prior to any such disclosure being made, the Receiving Party shall promptly notify the Disclosing Party as to the proposed form, nature and purpose of disclosure thereof so that the latter may seek the appropriate protective orders and/or waive the Receiving Party’s compliance with the provisions of this Agreement. If the Disclosing Party fails to obtain an injunctive order or waiver on the Receiving Party’s compliance, and the Receiving party, in the opinion of its counsel, is compelled to disclose Confidential Information under pain of liability for contempt or other censure or penalty, the Receiving Party may disclose Confidential Information, only to the extent required, without any liability hereunder. |
H. | The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information by Receiving Party or its Personnel, or any other breach of this section by Receiving Party or its Personnel. The Receiving Party shall also cooperate to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use. |
9. | THIRD PARTY RELIANCE - XXXXX.XX, in facilitating its Service, shall comply with all applicable anti-money laundering (“AML”) and Counter Financing of Terrorism (“CFT”) rules and regulations, including those imposed by its regulating authorities, and shall rely on the customer identification process undertaken by CLIENT. For this purpose, CLIENT shall conduct the requisite customer identification requirements in accordance with all applicable AML and CFT rules and regulations, including those imposed by the Monetary Authority of Singapore, and maintain its own Money Laundering and Terrorist Financing Prevention Program (“MLPP”), including all necessary actions to establish the identity and existence of the customer; and has in its custody all the minimum information and/or documents required to be obtained from the customer. XXXXX.XX shall have the ability to obtain identification documents from CLIENT upon request as soon as practicable. |
10. | INDEMNIFICATION - Each Party undertakes to indemnify and hold the other party and its affiliates, directors, officers, employees, strategic partners, licensors, and their suppliers harmless against all direct liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding, including any action arising from CLIENT’s use of the Service in breach of this Agreement or Terms of Service and any claim that CLIENT used the Service in a manner that infringes a third party’s rights or violates applicable law. |
Each Party shall reasonably cooperate in the defense of any allegation or third-party legal proceeding against the indemnified Party. The indemnified Party reserves the right, at its own expense, to assume the exclusive control and defense of any indemnified matter under this section. |
12. | TERMINATION OF AGREEMENT – |
A. | If either Party, |
(i) | fails to observe or perform, or commits a breach of any of its obligations under this Agreement, and such failure is not remedied within thirty (30) days after written notification thereof is given by the aggrieved party; | |
(ii) | fails to pay any material amount due under this Agreement within five (5) days after the notice to pay is given, or such other time period as may be agreed between the parties; | |
(iii) | becomes or is adjudicated or declared bankrupt or insolvent; | |
(iv) | has their representation or warranty in this Agreement proven to be incorrect in any material respect; or | |
(v) | has their permit, license, government registration, or approval suspended or terminated by its regulatory authority; then the other party who is not at fault shall have just cause to forthwith terminate this Agreement by giving written notice to the Party at fault, without prejudice to the right of the former to avail itself of other remedies provided under existing laws. |
B. | This Agreement may be pre-terminated at any given time by either party for any cause other than those mentioned in Section 12.A hereof, by serving the other party a written notice of such intention at least sixty (60) days prior to the intended effectivity date of such pre-termination. | |
C. | Termination of this Agreement shall be without prejudice to any existing rights and/or claims that a Party may have against the other Party, and shall not relieve a Party from fulfilling the obligations accrued prior to such termination. |
D. | Upon expiration or termination of this Agreement, all rights granted herein shall forthwith and immediately lapse and be terminated, and both parties shall settle the remaining payment due or refund the unutilised funds to either party within seven (7) Business Days. |
E. | The provisions of Section 8 (Security and Confidentiality) shall survive the termination of this Agreement with respect to Confidential Information that is disclosed prior to termination. |
16. | NO PARTNERSHIP/AGENCY AGREEMENT - This Agreement shall not constitute a partnership, joint venture or an agency agreement between XXXXX.XX and CLIENT and neither Party shall be authorized to act for or represent the other except as specifically provided for in this Agreement. |
20. | MISCELLANEOUS |
A. | This Agreement constitutes the entire agreement between the Parties hereto and all prior arrangements, agreements, representations and undertakings are hereby superseded. For the avoidance of doubt, if there is any conflict or inconsistency between the terms in this Agreement and the Terms of Service, then the terms in this Agreement shall prevail. |
B. | ANNOUNCEMENTS. Parties herein shall not publicly announce any matter relating to this Agreement, without the other Party’s prior written consent, which shall not be unreasonably withheld. |
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In the City of___________________On this_________day of____________, personally appeared the following persons:
Name | . | Competent Evidence of Identity | Date & Place of Issue | |
Known to me and to me known to be the same persons who executed the foregoing Agreement and they acknowledge to me that the same is their own free and voluntary act and deed as well as that of the corporation they represent.
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In the City______________________ on this__________day of________________, personally appeared the following persons:
Name | Passport No. | Date & Place of Issue | ||
XXXXXX XXXXXXX |
Known to me and to me known to be the same persons who executed the foregoing Agreement and they acknowledge to me that the same is their own free and voluntary act and deed as well as that of the corporation they represent.
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Annex A
I, Xxx Xxxx Xxx, Malaysian, of legal age and a resident of Malaysia, am a Director of Tranglo Pte. Ltd., a corporation duly organized and existing under the laws of Singapore with business address at 0 Xxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxx #00-00X Xxxxxxxxx 000000, and after having been duly sworn in accordance with law, hereby depose and state for an on behalf of Tranglo Pte. Ltd. that to the best of my knowledge,
1. | That Tranglo Pte. Ltd. has entered into a Memorandum of Agreement wherein it engaged the services of Betur Inc. (dba Xxxxx.xx, hereinafter referred to as XXXXX.XX), a corporation duly organized and existing under and by virtue of the laws of the Philippines with principal office at 12F Centerpoint Building, Xxxxx Xxxxxx avenue cor Garnet Road, Ortigas Center, Pasig, to provide any products or services provided by XXXXX.XX or via XXXXX.XX’s API. | |
2. | That Tranglo Pte. Ltd. conducts the requisite customer identification requirements of its clients/customers in accordance with the Anti-Money Laundering rules and regulations of the Monetary Authority of Singapore, and its own Money Laundering and Terrorist Financing Prevention program (MLPP), and has in its custody all the minimum information and/or documents required to be obtained from the customer; | |
3. | That Tranglo Pte. Ltd. shall provide the identification documents to XXXXX.XX for the purpose of processing remittance fund disbursements to beneficiaries, upon the latter’s request, without delay. | |
4. | That Tranglo Pte. Ltd. has equal or more stringent customer identification process requirement under the laws of Singapore and that it has not been cited in violation thereof. |
SUBSCRIBED AND SWORN to before me this ___________________ affiant exhibiting to me his/her_______.
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Annex B
FEES