Memorandum of Understanding

BETWEEN

Forsiter Global Services (Private) Ltd of 59/1 School Lane – Colombo 03 – Sri Lanka

(hereinafter referred to as “the Client”)

- AND -

V-Scale Solutions (Private) Limited of 59/1 School Lane – Colombo 03 – Sri Lanka

(hereinafter referred to as “the Service Provider”)

In the outsourcing procedure of handling documentation received for legalization by its

customers, Forsiter Global Services (Private) Ltd would hereby appoint the aforementioned
Service Provider to perform the following tasks based on the Guidelines set out in Annexure 1
and the instructions provided in writing via email to the Service Provider:

1. The Service Provider is requested to receive on behalf of the Client, applications to be

legalized accepted and couriered through Pronto Lanka (Pvt) Ltd (hereinafter referred to
as “the Courier”).
2. The Service Provider is requested to open each application and cross check and reconcile
the cash receipts to the Collection Account of the Client with the details and documents
received through the Courier.
3. To facilitate the above-mentioned task, the Client must furnish daily or real time details
of the Collection Account to the Service Provider. The reconciliation process will be
carried out based on the physical bank deposit slips received through the Courier.
4. The Service Provider is requested to assign a sequence number to each application
inserted into the system as per the sequence agreed with the Client.
5. The Service Provider is requested to carry out the scrutiny of the Request Form and
submitted documentation as per the Guidelines set out in Annexure 1 and the
instructions provided in writing via email to the Service Provider.
6. The Service Provider is requested to insert the data present on the Request Form
submitted by the applicant into the System. The Client will provide and maintain the
aforesaid System (defined under the term “Software”) in relation to this process.
7. The Service Provider is requested to scan and digitalize the content of the physical
application to a standard agreed with the Client and upload the same to the related
sequence number created in the aforementioned System as per the Guidelines set out in
Annexure 1 and the instructions provided in writing via email to the Service Provider.
 8. The Service Provider is requested to perform an attentive inspection to ascertain the
conformity of the documentation presented as per the Guidelines set out in Annexure 1
and the instructions provided in writing via email to the Service Provider.
9. The Service Provider is requested to attach a recommendation for the reference of the
Client and, where applicable, is requested to provide motivation for the rejection in
writing on the aforementioned covering sheet.
10. The Service Provider is requested to deliver all the physical documentation received,
together with the covering sheet, in a safe and secure manner as agreed with the Client
to their premises at 59/1, School Lane, Colombo 03 (hereinafter referred to as “the
Nominated Location”) as per the Guidelines set out in Annexure 1 and the instructions
provided in writing via email to the Service Provider.
11. In case of an application which should be retained by the Service Provider on behalf of
the Client, as per the Guidelines set out in Annexure 1 and the instructions provided in
writing via email to the Service Provider, the Service Provider is requested to store all the
documentation received in a safe and secure manner until such date as the Client
requires this application to be delivered to the Nominated Location.
12. The Service Provider is requested to coordinate and handle the translated documents on
behalf of the Client. The translation must be downloaded and printed from the System
and attached to the corresponding application. The application, documentation and
translated documents must be handed over for affixation of seal and signature of the
Client and delivered to the Nominated Location.

The Client may add, remove or amend any of the above tasks or the Guidelines set out in
Annexure 1 by giving notice in writing via email to the Service Provider. Any such changes will
come into effect, subsequent to discussion and agreement by both parties, at a date decided
with the agreement of both parties.

SERVICE-LEVEL AGREEMENT

The Service Provider is required to process (Application Status RETURN, FLAGGED and / or
COMPLETE as per the Guidelines set out in Annexure 1 and the instructions provided in writing
via email to the Service Provider) a minimum of 45 applications or all the applications received
the previous day (whichever number is lower).

No application received should be kept without processing (Application Status RETURN,

FLAGGED and / or COMPLETE as per the Guidelines set out in Annexure 1 and the instructions
provided in writing via email to the Service Provider) for more than three (3) working days for
any reason whatsoever without informing the Client in writing via email, subject to the above
mentioned cut-off of 45 applications per day.
SOFTWARE

In order to facilitate the scanning and digitalization process, the Client will furnish the Service
Provider with a software application system (hereinafter referred to as “the System”), enabling
the below functions:

1. Data Inserting of Applications,

2. Creation of unique reference number per each application,
3. Uploading and attachment of digitalized documents to each application,

Upon the expiry or termination of this Agreement, the Service Provider will return to the Client
all property, documentation, records or confidential information related to the legalization
process which is the property of the Client or its customers, including any software used in the
process.

SERVICE FEE

For the aforementioned services completed as per the Guidelines set out in Annexure 1 and the
instructions provided in writing via email to the Service Provider, the Service Provider is entitled
to a processing fee as set out in the table below:

Application Characteristics Processing

Status Fee (LKR)
INCOMPLETE Request Form not present and / or Fee Payment not present / 400
RETURN incorrect
RETURN Request Form and correct Fee Payment present but the 750
Request Form is incomplete (or incorrectly filled) and / or
failed to submit required documents and / or failed to submit
the required supporting documents for the legalization of
each document
FLAGGED Complete Request Form and correct Fee Payment present and 1,250
all required documents and the required supporting
documents for the legalization of each document submitted
but failed at scrutiny
COMPLETE Complete Request Form and correct Fee Payment present, all 1,250
required documents and the required supporting documents
for the legalization of each document submitted and scrutiny
passed
LEGALIZATION Complete Request Form and correct Fee Payment present, all 100
required documents and the required supporting documents
for the legalization of each document submitted and scrutiny
 passed or accepted by the Client – Ready to be Legalized and
Italian Translation available on the System

The service fee is subject to the below minimum monthly commitment by the Client.

MINIMUM COMMITMENT

The Service Provider is entitled to receive a minimum guaranteed monthly service fee for the
equivalent of 250 processed applications (250 x LKR 1,250 = LKR 312,500/- as per the terms
set out in this agreement). However, this will come into effect if and only if the number of
monthly document flow falls below 250 applications subject to the condition that the drop in
document flow below 250 applications is not due to any unreasonable process inefficiencies by
the Service Provider or errors and / or omissions on the part of the Service Provider in
completion of any or all the tasks set out in this Agreement.

PAYMENT TERMS

The aforementioned service fee for the handling of documents should be paid to the Service
Provider on a monthly basis within 07 days from the date of the invoice for the subject
matter.

An itemized invoice should be provided, including the reference number of each application.
The details of the work done in relation to the processed applications should be shared with the
Client by the Service Provider along with the monthly invoice for verification purposes. These
details should be shared with the Client by the Service Provider on a daily basis.

These services are deemed to be duly provided if no objection is communicated to the Service
Provider by the Client within 07 days from the date that such information is provided.

PENAL INTEREST ON DELAYED PAYMENTS

The Client is liable to pay an interest of 2% per month for any delayed payment of more than
30 days from the date of invoice for which the Service Provider has not agreed in writing. Any
disputes with the raised invoices should be notified to the Service Provider by the Client within
07 days from such invoice date.

TERMINATION OF SERVICES

The Agreement may be terminated on the basis of a written agreement between the Parties.
Parties to this agreement can terminate this services contract / memorandum of understanding
with three (03) calendar months’ notice in writing.
Further, in case of breach of the obligations hereunder by either Party, and if the Parties could
not resolve the conflict as a result of negotiations within thirty (30) days, the other Party is
entitled to immediately terminate the Agreement.

Termination of the Agreement (irrespective of the reason) shall not affect the validity of any
obligations of the either party existing at the time of such termination and, for the avoidance of
doubt, any restrictions and/or obligations contained in relation to the service payments,
confidentiality and non-competition shall continue to apply as provided herein.

FORCE MAJEURE

Either party shall not be liable for any delay in performing or non-fulfillment of their obligations
hereunder if such delay or non- fulfillment is caused by events that are beyond the reasonable
control of that Party, these events cannot be prevented under proper control and these events
were not foreseeable at the time of execution of the Agreement, including: fire, explosion, flood,
storm, strikes, natural disasters, pandemic, wars, terrorist acts, imposing embargoes, riots or
intervention of any authority, provided that the Party, which allows the delay or non- fulfillment,
immediately notifies the other Party of the reasons for the delay or non- fulfillment and makes
efforts to eliminate the cause of such delay or non- fulfillment.

APPLICABLE LAW AND DISPUTES RESOLUTION

This Agreement shall be governed by the law of Sri Lanka. The Parties will seek to resolve by
negotiations any disputes which may arise in connection with this Agreement, including any
questions regarding its implementation, execution, validity or termination.

If the Parties fail to agree in negotiations within thirty (30) calendar days from the date of their
beginning, the dispute shall be finally settled by the Courts.

CONFIDENTIALITY

Confidential information (hereinafter referred to as “the Confidential Information”) refers to any

data or information relating to the business of the Client and / or its customers which would
reasonably be considered to be proprietary to the Client and / or its customers including, but
not limited to, accounting records, business processes, and applicant records and that is not
generally known in the industry of the Client and / or its customers and where the release of
that Confidential Information could reasonably be expected to cause harm to the Client and / or
its customers.

The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any
purpose, any Confidential Information which the Service Provider has obtained, except as
authorized by the Client. This obligation will survive indefinitely upon termination of this
Agreement.
All written and oral information and material disclosed or provided by the Client and / or their
clients to the Service Provider under this Agreement is Confidential Information regardless of
whether it was provided before or after the date of this Agreement or how it was provided to
the Service Provider.

NON-COMPETITION PROVISION

The Service Provider agrees and acknowledges that, during the period of the Agreement and for
one year after termination of said Agreement by either parties, the Service Provider will not,
directly or indirectly, for themselves , or on behalf of others, as an entity on their account, or as a
partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for
themselves or any other person, partnership, firm, corporation, association or other legal entity,
enter into, engage in, accept employment from, or provide any services to, or for, any entity that
is an existing client of the Client or any diplomatic mission in the Democratic Socialist Republic
of Sri Lanka.

The parties agree that this non-competition provision is intended to cover situations where a
future business opportunity in which the Service Provider is engaged or a future client of the
Service Provider is selling the same or similar products and services in a business which may
compete with the Client’s products and services to customers and prospective customers of the
Client in the Democratic Socialist Republic of Sri Lanka. This provision shall not cover future
business opportunities or employers of the Service Provider that sell different types of products
or services in the Democratic Socialist Republic of Sri Lanka so long as such future business
opportunities or employers are not in the business of the Company.

CAPACITY / INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Service Provider is
acting as an independent contractor and not as an employee. The Service Provider and the
Client acknowledge that this Agreement does not create a partnership or joint venture between
them and is exclusively a contract for service.

With effect from the below date, the present mandate is to be considered valid until the same is
withdrawn/terminated with the acceptance of both parties.

FINAL PROVISIONS

This Agreement represents a coherent and unified agreement between the two Parties
regarding the subject of this Agreement and supersedes all other agreements and contracts
regarding its subject matter, which have been made or expressed in any form.

Amendments and supplements to this Agreement become valid and integral part hereof only
when they are made in writing and signed by both Parties.
The Agreement, notices, invoices and other documents referred in the Agreement, when issued
and signed in electronic form, shall be valid, binding and equal to originals executed in written
form, until replaced by such originals (if necessary). All notices and other communications
required or permitted in connection with the Agreement shall be deemed to have been given
when hand delivered, sent by facsimile, mailed, or sent by email.

For acceptance of the above

Forsiter Global Services (Private) Ltd

14 September 2020

V-Scale Solutions (Private) Limited

14 September 2020
 ANNEXURE 1 - GUIDELINES

Tasks Application Characteristics

Status
1. Reconcile payment with the Client’s bank account (if available) INCOMPLETE Request Form not present
2. Insert details in Personal Details Section, Return Details section and Application Return RETURN and / or Fee Payment not
Courier Details of the Service Request Form into the System (if available – otherwise present / incorrect
insert details available from the documentation following consultation with the Client)
3. Scan and upload the Request Form to the System (if available – otherwise scan and
upload any available documentation to the System following consultation with the
Client)
4. Compile and print the Return Note
5. Update the Return List
6. Arrange the documents into a file with reference number, insert into individual
corresponding courier bag and sealing
7. Deliver the documents with the Return List in a safe and secure manner as agreed with
the Client to the Nominated Location

1. Reconcile payment with the Client’s bank account RETURN Request Form and correct
2. Check the Request Form details against the passport copy submitted Fee Payment present but
3. Check the passport signature against the Request Form signature the Request Form is
4. Check the Request Form against the Third Party authorization letter and passport copy incomplete (or incorrectly
(if applicable) filled) and / or failed to
5. Insert details in Personal Details Section, Return Details section and Application Return submit required documents
Courier Details of the Service Request Form into the System. and / or failed to submit
6. Scan and upload the Request Form to the System the required supporting
7. Compile and print the Return Note documents for the
8. Update the Return List legalization of each
9. Arrange the documents into a file with reference number, insert into individual document
corresponding courier bag and sealing
10. Deliver the documents with the Return List in a safe and secure manner as agreed with
the Client to the Nominated Location

1. Reconcile payment with the Client’s bank account FLAGGED Complete Request Form
2. Check the Request Form details against the passport copy submitted and correct Fee Payment
3. Check the passport signature against the Request Form signature present and all required
4. Check the Request Form against the Third Party authorization letter and passport copy documents and the
(if applicable) required supporting
5. Check the Sinhala / Tamil copy of each document submitted for legalization against documents for the
the English translation submitted per the criteria required by the Client and flagging all legalization of each
discrepancies and / or omissions document submitted but
6. Check the Sinhala / Tamil copy and the English translation of each document failed at scrutiny
submitted for legalization against the required and supporting documents submitted
per the criteria required by the Client and flagging all discrepancies and / or omissions
7. Insert all details of the Service Request Form into the System.
8. Scan and upload the Request Form, documents to be legalized and all other
documentation submitted to the System
9. Compile and print the Scrutiny Report
10. Update the Flagged List
11. Arrange the documents into a file with reference number
12. Insert into individual corresponding courier bag and sealing
13. Deliver the documents with the Flagged List in a safe and secure manner as agreed
with the Client to the Nominated Location
14. If the Client chooses to accept any Flagged applications at their discretion, the Client
may return the application as Accepted. In such a case, the Service Provider is further
 tasked with storing the documents in a file with reference number in a safe and secure
manner until such date as the Client requires this application to be delivered to the
Nominated Location

1. Reconcile payment with the Client’s bank account COMPLETE Complete Request Form
2. Check the Request Form details against the passport copy submitted and correct Fee Payment
3. Check the passport signature against the Request Form signature present, all required
4. Check the Request Form against the Third Party authorization letter and passport copy documents and the
(if applicable) required supporting
5. Check the Sinhala / Tamil copy of each document submitted for legalization against documents for the
the English translation submitted per the criteria required by the Client and flagging all legalization of each
discrepancies and / or omissions document submitted and
6. Check the Sinhala / Tamil copy and the English translation of each document scrutiny passed
submitted for legalization against the required and supporting documents submitted
per the criteria required by the Client and flagging all discrepancies and / or omissions
7. Insert all details of the Service Request Form into the System.
8. Scan and upload the Request Form, documents to be legalized and all other
documentation submitted to the System
9. Compile and print the Scrutiny Report
10. Update the Complete List
11. Arrange the documents into a file with reference number
12. Store the documents in a file with reference number in a safe and secure manner until
such date as the Client requires this application to be delivered to the Nominated
Location
13. Deliver the Complete List to the Client to the Nominated Location

1. Print the Italian translation of each document uploaded to the system and attaching to LEGALIZATION Complete Request Form
 the corresponding documents in the following sequence: Italian translation – English and correct Fee Payment
translation – Sinhala / Tamil document present, all required
2. Update the Legalization List documents and the
3. Once the Client has affixed their seal and signed the document, deliver the documents required supporting
with the Legalization List in a safe and secure manner as agreed with the Client to the documents for the
Nominated Location with legalization of each
document submitted and
scrutiny passed or accepted
by the Client – Ready to be
Legalized and Italian
Translation available on the
System

The Client may from time to time communicate in writing via email any changes to the above Guidelines. Any issues which may arise
during the processing of the applications or any clarifications needed as to the processing of said applications should only be
directed in writing via email to Shiran Peiris or Himali Gunathilake of Forsiter Global Services (Pvt) Ltd.