Online Payment Services Agreement

This provision has the version 2.1 code, that is built by Ngan Luong Intermediate Payment Gateway Joint Stock Company, promulgated with effect from 01/10/2012. Ngan Luong Intermediate Payment Gateway Joint Stock Company is the legal representative of NganLuong.vn online payment gateway. of NganLuong.vn online payment gateway (sort as party A).

Based on the below legislation, party A made the following agreement:

- E-Transactions Law No. 51/2005 / QH11 that was passed by the National Assembly on 29/11/2005.

- Decree No. 57/2006 / ND-CP, passed by the Government on 06.09.2006 that is about e-commerce.

- Circular No. 09/2008 / TT-BTC was issued by the Ministry of Industry and Trade on 1/07/2008. It is guiding the implementation of e-commerce decree on providing information and entering into contracts on e-commerce sites.

- User Agreement of NganLuong.vn Version 2.1 was issued by party A on October 1, 2012.

- Regulations on the procedures for receiving and handling complaints procedures and policy of insurance transactions at NganLuong.vn version 2.1 is issued by party A on October 1, 2012.

You are trader who sell online (sort as Party B), opened an account at NganLuong.vn and demanded to receive money via online payment services that is provided by Party A; have to accepted tacitly this agreement with the following specific content.

Article 1: The content of cooperation

1.1. Content of cooperation:

Party A provides the availability infrastructure online payment at NganLuong.vn for the party B. Party use this infrastructure for receiving money from online sales website which party B used according to the conditions stated in this contract.

1.2. Period of Validity

This collaboration agreement is terminated in the circumstances that are specified in Articles 5.6, 7.5 and 8 of this document; or when either party is dissolved, or bankruptcy, or suspension of activities by state agencies, lost or restricted civil actions, or lose their citizenship.

1.3.Role and position of each party:

Party A works with banks and financial institutions to provide online tools that help to facilitate the process of transferring e-commerce transactions to Party B. This will enhance to convenient and protect buyers and sellers from the financial risk when they make an e-transaction. Accordingly, the relevant parties agree with and accept to the following contents:

1. a) The receipt of payment transactions via NganLuong.vn is made directly by party B to buyer. Party A is not responsible for the case that the buyer and the seller disputed. Party A is just as an intermediary arbitration settlement to solve the case.
2. b) A party is the third party that provide support payment services, Party B is responsible for the goods or transaction services to the buyer.
3. c)Party A is not the buyer, therefore Party A is not responsible for the process that the Buyer has fully completed all phases of the payment transaction or not.
4. d) Party A is not a bank or credit institution, so Party B is not earning interest on the amount of money that Party A hold for Party B.

1.4.Charging content:

This partnership agreement may be updated from time to time with the consent of both parties by the annexes, or in the following order:

1. a) Party A inform about the changing contents on the NganLuong.vn website at least 2 weeks before coming into force (sort as "effective date").
2. b) If Party B disagree with the changing content, Party B may terminate the cooperation as stipulated in Article 5.6 of the agreement, or send a objection article to the party A before the effective date. Conversely, if Party B has no action, it means that party B agrees with the changing content.
3. c) In cases Party A does not accept written objection of party B, this agreement is automatically terminated on the effective date

Article 2: Payment Integration

In addition to receive the money when Buyer actively transferred money into his account at NganLuong.vn, Party B actively selects one (01) of three (03) methods below to accept payments on the selling online website by the following instructions at http://developer.nganluong.vn:

2.1. SIMPLE INTEGRATION:

Party B report the product information and is provided HTML code by NganLuong.vn to place a button manually "Payment by NganLuong.vn" on each product in the selling website which the B participated in. Party A just notify the successful payment transactions by email and mobile phone number (via SMS) that party B has used to register for account at NganLuong.vn.

2.2. flexible integration:

Party A provides HTML code and instructions to party B. Party B preferenced then placed manually or programmed to set the button "Payment via NganLuong.vn" on products or invoice automatically on the website that party B joined to sell, with the following limitations:

1. a)Party A notify the successful payment transactions by email and mobile phone number (via SMS) that party B has registered for NganLuong.vn account. b) Product information or invoice is send to NganLuong.vn that is not encrypted so that buyer can arbitrarily change the content. Therefore, party B should be responsible for checking the detail of payment transactions before delivery.
2. b) Product information or invoice is send to NganLuong.vn that is not encrypted so that buyer can arbitrarily change the content. Therefore, party B should be responsible for checking the detail of payment transactions before delivery.

2.3.Advanced intergration:

Party B registered selling website (Merchant Site) and verify ownership domain name (Domain Name), then Party A provides the interface, programming interface (API) and password to Merchant Site coding before sending transaction information for NganLuong.vn and receiving the results of transaction (also encrypted) automatically. Accordingly, party B commit to comply with the following conditions:

1. a) Integrated as the instructions that party A provide and only use Domain Name at the Merchant Site that was registered to NganLuong.vn.
2. b) Provide accurate information and commit to the legal ownership for the Merchant Site.

Article 3: Service fees

Party B understand that using NganLuong service to receive payments for selling online activities means that you have to pay the fee, including:

1. a) The integrating connection fee: 0 VND / times, party B paid before integration.
2. b) The maintaining connection fee: 0 VND / month, party B prepaid annually.
3. c) Contact 1900-58-58-99

The above fees are inclusive of value added tax (VAT).

Article 4: Responsibilities and obligations of Party B

4.1. legal transaction and sale honestly selling: party b commits

1. a) Only use NganLuong.vn to accept payment for legal products and services; compliance with NganLuong.vn user agreement; never do money laundering, fraud, make and take bribes, purchase and sale the illegal products.
2. b) Provide the information about goods honestly, always update promptly inventory status and price accurately, sales with correct value, the price inclusive of taxes as prescribed by law and shipping costs.

4.2. financial commitment: party b commits

1. a) DO NOT put conditions on the minimum or maximun by NganLuong.vn.
2. b) DO NOT ask Buyer provide personal financial information such as bank account, credit card numbers, passwords, NganLuong account's password ...
3. c) DO NOT ask the Buyer pay additional cost by NganLuong.vn.
4. d) Value of payment must include valid charges fully if available (transportation, services ...) and taxes as the rule of the law.
5. e) DO NOT send the payment requirement that has been withdrawn (Charge Back).
6. f) Provide the policy to return / exchange and warranty in clearly and logical way to Buyer, provide the policy information to party A if required and has responsible for noticing whenever changing or updating When you receive a message and / or email informed about transaction, Party B has responsibility for rechecking by logging into "Transaction History" of the receiving account then then deliver or make service with quality and time of commitments descriptione while save valid documents as bill of sale or delivery bill signed by buyer, carrier's bill of lading etc ... in case of complaints.

4.3. Serving customers:

When receiving message and/or email notifications about transaction, Party B has the responsibility to inspect again by logging into receiving account of "Transaction History" and to perform services for the Buyer with quality and term commited in sale description. At the same time Party B has to save valid documents such as bill of sale or signed delivery bill, carrier's bill of lading etc ... to bring out in case of complaints.

4.4.Intellectual property and safety security : Party B comit

1. a) Respect for intellectual property of NganLuong.vn and products or services of Party A; not arbitrarily change the names, pictures, buttons and components that related to the brand of the products of Party A in anywhere.
2. b) Cooperate and provide information as required of Party A in the cases of suspected unlawful case, fraudulent or breach of the provisions of NganLuong.vn.
3. c) Do as the safety instructions of NganLuong.vn, self-security account and is responsible for lossing or leaking personal information.

4.5.Refund:

In the case of payment is done, but no goods to sell, or accept Buyer to sent back goods, or any other possible condition that leading to the transaction must be canceled; Party B has to refund to Buyer as soon as possible within a reasonable period of time (but not more than 1 month) through the "Refund" function on the details page of the corresponding transaction receipt.

4.6. Terminating agreement:

Party B can terminate and stop to pay via NganLuong.vn with notification before seven days in advance, and has responsible for taking care of the backlog of conflicts of interest (if any) between party A and Buyer during previous using service.

Article 5: Buyer protection

The principles and objectives of NganLuong.vn are facilitation and security in the payment process for e-commerce transactions. Therefore Party B received money from selling online and Buyer often paid before receiving the goods, so that Buyer have to face with higher financial risks. Because of this reason, party A will prioritize to protect Buyer in disputed cases, the B agree and accept that:

1. a) Party A has the right to freeze the payment transaction or suspend withdrawals in case of Buyer complain until the case is resolved.
2. b) Party B must cooperate and coordinate fully with party A, in order to clarify the contents of the complaint process complaint of NganLuong.vn, such as provide valid documents to prove that party B has done deals as commitments, and comply with and follow the contents of the judgement of party A.
3. c) Party B must take responsibility if the conclusion is that buyer did not receive the goods or Buyer get the goods but the goods was difference from the description, including for reasons that are arising during transportation. Party B must compensate to buyer and / or compliance with imply with the ruling party A strictly, see the details in the regulations on the procedures for receiving and handling complaints at NganLuong.vn.

Article 6: Rights and Obligations of Party A

6.1. Handling violations:

In the case of Party B violates the commitments in Articles 5 and 6 of this agreement, Party A may handle violations by measures, including but not limited to: remove function, freeze a amount of money, blockade account, lock account access, stop providing the service or compile dossiers to sent to police agencies etc ... It’s up on the level that violation is fixed.

6.2. Delay transaction:

Party A reserves the right to suspend transfers / receive money or refuse to request a withdrawal from account. Party A reserves the right to suspend transfers / receive money or refuse to request a withdrawal from account if the transaction is capable minus the balance of the party B account, and / or apply additional measures to prevent party B is complained by Buyer justifiably.

6.3. Charge Back:

As stipulated of law, Party A may recover part or all the amounts of money that related to payment transactions to reimburse the Buyer in order to remedial finance loss in the following cases:

1. a) Buyer's complaint is not received goods (INR: Item Not Received) or goods is different from description (SNAD: Significantly Not as described) that party B does not prove that he did as commitment and is judged that he is wrong, even in the case of shipping errors from delivery units NganLuong.vn
2. b) party A prove that the source of the money that buyer pay for Party B is illegal origin or money laundering purposes, or related to a fraudulent transactions are made unauthorized unintended of the owner's real account .
3. c) In the case of available balance (the sum of balances subtract the pending transfer and cash freeze) of Party B's account is no longer enough to carry recover, Party A still recover on total of available balance, then party B has obligation to pay a debt for party A with higher value rate of 5% higher than the base rate that is announced by the State Bank

6.4.Disclaimers

Party A is not liable if the incident caused unintended consequences in the following cases:

1. a) Hardware, software or network has problems and works incorrectly.
2. b) Payment Transaction was suspended or denied if NganLuong.vn has reason to believe that the transaction was related to fraudulent or unauthorized.
3. c) Payment Transaction was sent by Party B that included incorrect information or non-standard.
4. d) Unexpected circumstances make NganLuong.vn system operate incorrectly, including but not limited to: the mysterious phenomenon can not be explained, power outages, fire, flood, theft, equipment failure, hacked, cracked or at the time of maintenancing system etc ...

6.5. Information security and termination of cooperation

1. a) Party A has rights to refuse providing information about Buyer to Party B, unless that requirement is asked by the law protection agency that have enough jurisdiction.
2. b) Party A can actively terminate this agreement without stating the reason with seven days prior notice.