Exhibit 10.2




PREMIUM PARTNERSHIP AGREEMENT




This Agreement between Payvision US Inc., a corporation organised under the laws
of the state of Delaware, having a registered office at 101 Avenue of the
Americas, 10013 NY New York (“Payvision”) and Sino Payments, Inc. a United
States company, organised under the laws of Nevada having a registered office at
Unit T25, GF Bangkok Bank Building, 18 Bonham Strand West, Sheung Wan, Hong Kong
“Partner”) sets forth the terms of the appointment of Partner as an
non-exclusive representative for the acquisition of merchants for certain credit
and debit card services and as a non-exclusive reseller of the Payvision payment
processing services as further described herein.




1.

Definitions: The following terms shall have the meaning set forth below:




1.1

Accepted Merchant: a Merchant accepted by Payvision and Financial Institution
for the Card Services and Payment Processing Services;




1.2

Agreement: this agreement between Payvision and Partner;




1.3

Card Payment: payment by a Customer of the Purchase Price via certain credit
and/or debit cards;




1.4

Card Services: the card services offered by Financial Institutions under
MasterCard, VISA or any other card payment scheme and supported by Payvision,
allowing Merchant to accept and effectuate Card Payments by Customers;




1.5

Card Services Agreement: the agreement between Financial Institution and/or
Payvision and Merchant, whereby the Card Services are made available to
Merchant;




1.6

Country of Origin: the country where Merchant is established as meant in the
European Directive 200O/31/EC on certain legal aspects of information Society
Services, in particular electronic commerce, in the Internal Market;




1.7

Customer: the natural person or legal entity or entities who or which has or
have ordered goods and/or services from Merchant and who or which is/are
formally and officially registered with a Financial Institution as the holder of
a particular debit or credit card;




1.8

Effective Date: the date as of which this Agreement is effective between the
parties, being Jan. 11, 2010;




1.9

Existing Merchant: a Merchant with whom Payvision has concluded an agreement, or
who was contacted by Payvision or referred to Payvision by another Payvision
representative or partner




1.10

Financial Institution: the acquirer of the credit card or debit card as further
specified in the appendices;




1.11

Merchant: a party interested in obtaining a Merchant Account and/or payment
processing;




1.12

Merchant Account: a Visa or Master Card credit card merchant account supported
by the Payment Processing System;




1.13

Net Revenue: the net turnover of Payvision on a Merchant Account with an
Accepted Merchant (excluding all tariffs or taxes of any kind) minus Payvision’s
contributions to the relevant bank for that Account;




1.14

PCI Compliant: compliant with the regulations of the Data Security Standard as
set by the PCI Security Standards Council and certified by a Qualified Security
Assessor where required;




1.15

Payment Processing Services: the services enabling Merchant to accept and
effectuate Card Payments via the internet;




1.16

Purchase Price: the price payable by Customer(s) to Merchant for the good(s)
and/or service(s) ordered by Customer(s) from Merchant;




1.17

Service Fee: the charges, fees and prices for the Payment Processing Services as
further defined in Annex 1 to the Agreement;




1.18

Trademarks: all trademarks and logo's of Payvision that exist now or in the
future, both registered and non-registered, all as may be specified by Payvision
from time to time;




1.19

Transaction: a Card Payment effectuated via the Payment Processing Services;





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1.20

Transaction Data: the data of a Card Purchase, such as the Customer’s credit
card data and the Purchase Price;




1.21

Valid Referral: the submission by Partner of a Card Services request form fully
completed and executed by the referred Merchant.




2.

Appointment.




2.1

As of the Effective Date, Partner shall act for the term of this Agreement as
Payvision’s non-exclusive representative for the sale of Merchant Accounts
(Representative Services) and non-exclusive reseller for the Payment Processing
Services (Reseller Services).




2.2

The Representative Services entail that Partner will promote and solicit
Merchants for a Merchant Account with Financial Institutions in conjunction with
the Payment Processing Services. The Reseller Services entail that the Partner
will be entitled to offer and sell for its own account and in its own name
Payment Processing Services to Merchants having a Merchant Account.




2.3

Partner’s appointment is on a non-exclusive basis and Partner understands that
Payvision, the Financial Institutions and their other partners may offer the
same Services in the area or to the industry or customer group that is targeted
by Partner.




3.

Reseller Services.




3.1

Partner will resell the Payment Processing Services in its own name and for its
own account. To this end, Partner shall connect its gateway to the Payvision
Gateway to create to ability for Accepted Merchants to process Cards Payments
trough Payvision. Payvision shall have no direct contact with the Merchants. The
Payment Processing Services will only be available for Accepted Merchants and
for the term of this Agreement.




3.2

Partner shall be free to set its own prices and conditions for the provision of
the Payment Processing Services within the price range set by Payvision.
However, Partner shall not make any commitments or representations towards the
Merchants in regard to the Payment Processing Services that exceed the
commitments and representations made by Partner pursuant to this Agreement. More
specifically, Partner understands that the Payment Processing Services will only
be available for the term of this Agreement and Partner will ensure to align its
own obligations towards the Merchants accordingly.




4.

Representative Services.




4.1

Partner shall solicit Merchants for a Merchant Account with the Financial
Institution. The Partner will guide the Merchant trough the application process
for a Merchant Account.




4.2

Depending on Payvision’s business model, the application form may comprise that
the Merchant will enter into a Card Services Agreement with Payvision or
directly with the Financial Institution. If the Card Services Agreement is
concluded with Payvision, Payvision will serve as intermediary between Merchant
and Financial Institution. The Card Services are subject to the conditions as
applicable at the time of the Merchant’s application.




5.

Acceptance of Referrals.




5.1

Partner acknowledges that a Financial Institution and Payvision may reject
Merchant for Card Services in accordance with the acceptance criteria of the
relevant Institution or if Payvision considers at its discretion such Merchant
not acceptable in view of its ethical, commercial, creditworthiness or legal
standards. Payvision shall communicate to Partner as soon as reasonably possible
the decision to accept, reject or terminate a Merchant and advise Partner, if so
requested, about the reasons for that decision.




5.2

Financial Institution may require that Merchant applies for its own merchant
identification number with such Financial Institution. Partner will co-operate
in providing Financial Institution with all requested information in this
regard.




5.3

Partner can only claim rights in relation to a referred Merchant as further
described in this Agreement if a Valid Referral was made and provided that such
Merchant is not an Existing Merchant.




5.4

If Payvision decides to enter into an agreement with a Merchant referred by
Partner and that was initially rejected, or with an Accepted Merchant that was
previously terminated by Payvision, within six months after the initial
rejection or termination, that Merchant shall qualify as an Accepted Merchant
for the purposes of Partner’s rights under this Agreement.





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5.5

All Partner’s rights will cease in relation to (i) a Valid Referral: after three
(3) months upon Payvision’s notification that it rejected a referred Merchant;
and will cease in relation to (ii) an Accepted Merchant: after three (3) months
upon termination of Payvision’s agreement with that Merchant or after two (2)
months upon Payvision’s acceptance of the Merchant if that Merchant has not
generated traffic via the Payvision Payment Processing System in that two month
period.




6.

Contact with Merchants: Payvision will have no direct contact with the Merchants
in relation to the Payment Processing Services. Partner shall in principle also
serve as the contact between Merchant and Payvision or Financial Institution in
regard to the Card Services, but Payvision and/or Financial Institution may
always opt to contact Merchants directly if they deem that necessary or
desirable from an operational, legal or contractual perspective. Merchant shall
ensure that it shall promptly and adequately deal with any communications in
regard to the Payment Processing Services and Card Services.




7.

Support & License.




7.1

Payvision will provide Partner with all required information about the Payment
Processing System and Merchant Accounts, which may entail training and product
documentation. All information, data and documents provided to Partner by
Payvision in relation to this Agreement shall remain the sole property of
Payvision and will be returned or if stored on digital carriers of Partner, be
deleted within fourteen (14) days upon termination of this Agreement. To the
extent that applicable legislation requires Partner to retain a copy of said
information, data or documents, Partner will inform Payvision within said period
in writing of the same, identifying the relevant legislation and information,
data and/or documentation to be retained.




7.2

Partner hereby receives a non-transferable, non-exclusive, terminable and
royalty free license to use the Payvision trade mark and trade name to the
extent such serves the purposes of this Agreement after written approval of
Payvision. Partner shall observe Payvision’s instructions in regard to the use
of said trade marks and name and accepts that said license may be altered or
revoked at any time with immediate effect.




8.

Payment Obligations of Partner to Payvision.




8.1

Payvision will provide the Payment Processing Services to Partner against the
Service Fee set forth in Appendix 1 for the transactions in the past month.
Payment must be received by Payvision within 30 (thirty) days from the date of
such invoice. The Service Fee will be in EURO unless agreed otherwise.




8.2

Payvision is entitled to revise the Service Fee at any time taking into account
a notice period of two (2) months. If the Service Fee is revised, Partner is
entitled to terminate this Agreement per the effective date of the amendment by
sending Payvision a written notice within 30 (thirty) days from receipt of
Payvision’s notification of the Service Fee change.




8.3

Payvision is entitled to set-off any indebtedness of Merchant towards Payvision
pursuant to this Agreement with any commission due under Article 9. Partner
shall not be entitled to set-off, or to withhold payments to Payvision, in
connection with any amounts due to Partner by Payvision or by Financial
Institution.




9.

Payment Obligations of Payvision to Partner.




9.1

Partner shall receive for a Valid Referral of an Accepted Merchant as a full and
complete compensation for the Representative Services as described herein and
cost incurred in relation therewith. It is specifically agreed that Partner’s
commission rights are strictly limited to the Accepted Merchant and do not
extent to any of the Merchant’s affiliated companies or to any parties referred
to Payvision by that Merchant.




9.2

Payvision shall at all times be at liberty to alter its fee rate and/or to
terminate an agreement with a Merchant without any liability or responsibility
vis-à-vis Partner, when the Merchant’s business model or business category is
changing. If at any time it appears that the Net Revenue calculated for any
month must be adjusted due to any refund, mistake or otherwise, Payvision shall
correct the excess or shortfall in commission, as the case may be, with first
following commission payment or by separate payment or debit note.




9.3

Payvision will provide Partner within one month after expiry of each month with
a statement of commission due for that month and will make payment of the
relevant amount within fourteen (14) days from the date of the relevant
statement of commission.




10.

Partner Obligations and Indemnity




10.1

Partner will oblige any Accepted Merchants in relation to the Payment Processing
Services to:





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10.1.1

provide such information to customers on its website and in other commercial
communications to customers as is required pursuant to the laws of the Country
of Origin and of those countries in which it offers its goods and/or services;




10.1.2

respect the intellectual property rights of third parties and not to infringe
such rights in any way;




10.1.3

not sell any goods or services the sale of which is prohibited under the laws of
the Country of Origin and of those countries in which it offers its goods and/or
services;




10.1.4

comply with the EU Privacy Directive 95/46 and personal data protection laws of
the Country of Origin and of those countries in which it offers its goods and/or
services and to shall implement appropriate technical and organizational
measures to protect personal data;




10.1.5

perform its obligations towards Customer, including but not limited to accepting
responsibility for the acceptance of a Customer order, its fulfillment in an
agreed upon manner, and all material warranties and guarantees or order
commitments;




10.1.6

be and remain for the term of this Agreement PCI Compliant;




10.1.7

Ensure that he merchants brought in are and remain PCI complaint




10.2

Partner will indemnify Payvision and hold Payvision harmless for any and all
costs (including legal fees) and damages incurred by Payvision as a result of a
claim by a Customer or any other third party which is made against Payvision in
connection with an (alleged) breach by Merchant of the duties contained in
Clause 13(a) or on the basis of any other (alleged) fault, act or omission by
Merchant or its affiliated companies.




10.3

Partner shall take reasonable precautions to ensure that the Merchant Account
for Merchants introduced by Partner are not intended to and will not be used for
any unlawful or fraudulent purpose and that the activities of the Merchants in
relation to which the Merchant Account will be used do not violate any
applicable law or regulation.




10.4

Partner guarantees compliance with the PCI regulations as defined by the PCI
Security Standards Council and if necessary according the rules as set by PCI
Security Standards Council certified by a Qualified Security Assessor.




10.5

Partner shall confer with Payvision and obtain its written approval prior to
engaging into any promotional or advertising activities pertaining to Payvision
or the Payment Processing System.




11.

Privacy




11.1

Merchant is the controller of all personal data which are given to Payvision by
Merchant and/or Customer. Payvision is the data processor of such data.




11.2

Payvision will keep the Transaction Data for as long as required in order to
perform its obligations under the Agreement and for the Financial Institution to
comply with its obligations vis-à-vis the Customers. The period in which the
Transaction Data will be stored will as a minimum equal the period granted to
Customers by the Financial Institution for the making of chargebacks.




11.3

Payvision accepts no responsibility for the privacy policies of Partner or
Merchants and for the processing of personal Customer data by Partner, Merchant
or the Financial Institution.




11.4.

Unless it is required to do so by law or pursuant to an order from governmental
authorities, Payvision will not provide any personal Customer data to third
parties other than to Financial Institution to the extent such is required in
order to process the payment instructions from the Customer.




12.

Service Level for Payment Processing Services




12.1

Payvision guarantees an average up time of 99.5% per month of the Payvision
Payment Server on the condition of full availability of the services of its
internet- and telecom providers.




12.2

In the event Payvision fails to meet the guaranteed up time during one or two or
more subsequent months, it will grant Partner a discount as follows:




12.2.1

10% over the Service Fee for the first month;





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12.2.2

20% over the Service Fee for the second month;




12.2.3

40% over the Service Fee for the third and any subsequent months.




12.3

The above-mentioned discount is Payvision’s sole liability with respect to the
availability of the Payment Processing Services.




12.4

Payvision does not guarantee and is not responsible for any minimum response
time in connection with on-line authorization of payment from a Financial
Institution or availability of specific payment methods or the downtime of a
financial Instution.




12.5

The Payvision Payment Server is located in a secure environment, protected by an
alarm installation, and is monitored 7 days a week, 24 hours per day.




12.6

Access to the Payvision Payment Server and to the data thereon is permitted to
authorized personnel of Payvision only. The data on the Payvision Payment Server
are protected by a firewall. The Payvision Payment Server supports robust
encryption technologies.




12.7

Since the Payment Processing Services are kept up to date with going market
requirements, from time to time Payvision may adjust the content and interfaces
of the Payment Processing Services. lf such adjustments lead to a necessary
change in software, interfaces or operating procedures at Merchant or Partner,
Payvision will notify Partner as soon as possible prior to the execution of such
adjustments. The costs that are attached to making these changes are borne by
Partner, whereby Partner will be at liberty to charge them to the Merchants.
Payvision will keep existing interfaces or products available for at least one
year after signing this Agreement, except for those circumstances where this may
not reasonably be expected (including but not limited to changes in interfaces
or products imposed on Payvision by Financial Institution or changes in the
regulatory environment).




13.

Conduct & Competition. In all its dealings resulting from this Agreement,
Partner shall at all times be guided by the rightful interests of Payvision.
Partner shall promptly inform Payvision in writing about any (i) alleged or
potential intellectual property right infringement pertaining to the Payment
Processing Services and (ii) any defects or problems pertaining to the Payment
Processing System or services provided by Payvision to any Merchant of which
Partner becomes aware during the term of this Agreement. Partner shall refrain
from making any remark and performing any act that it knows or should reasonably
know to be or to possibly be incorrect or harmful to Payvision.




14.

Confidentiality. Partner shall not during the term of this Agreement or
following its termination disclose any information in regard to Payvision, its
customers, relations, suppliers or the System or other information obtained in
the context of this Agreement, which Partner must reasonable understand to be of
a confidential nature (“Confidential Information”). Partner undertakes to use
all Confidential Information solely for the purpose of this Agreement, to
disclose such information in its organization only on a need to know basis and
to take reasonable precautions to avoid disclosure to parties for which the
Confidential Information is not intended.




15.

No Authority. Neither party shall be entitled to make any representation or
enter into any agreement or commitment on behalf of the other party unless
specifically provided by this Agreement or a specific separate written and
signed authorization and each party shall take reasonable precautions to avoid
that any third party may believe that such authority exists. Partner shall at
all time make clear to (potential) Merchants that it holds no ownership or
intellectual property rights in regard to the Payment Processing System.




16.

Liability.




16.1

Payvision’s obligations and Partner’s rights in regard to the Payment Processing
Services shall be limited to the discount obligations set forth in Article 12.2.




16.2

Under no circumstances shall Payvision be liable for any failure of Financial
Institution to effect payment of the Purchase Price or payment of (any part of)
the remittance or for any other act or omission by Financial Institution.




16.3

The liability of Payvision, including any obligation to repay any amount
pursuant to a termination, either on the basis of breach or wrongful act, in
relation to this Agreement is limited in aggregate to the amount of Service Fee
paid to Payvision related to the Merchant in the six months prior to the act or
omission on which such liability is predominantly vested.




16.4

Neither party shall be liable vis-à-vis the other party for any indirect or
consequential damages, including but not limited to loss of turnover, loss of
profits, loss of data and loss of business opportunity.





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16.5

Nothing in this Agreement is intended to limit or exclude liability for gross
negligence or wilful misconduct by either party’s executive management.




17.

Term & Termination. This Agreement has been entered into for an indefinite
period of time as of the Effective Date and may be terminated at any moment by
either party by giving a three (3) months written notice against the end of any
calendar month. After termination, the commission for the Accepted Merchants
processing through the Payvision payment services will be paid for time the
Accepted Merchant is processing with Payvision with a maximum of 60 months upon
termination.




18.

Law & Jurisdiction. This Agreement is subject to the laws of the state of New
York and any dispute arising thereof that cannot be solved amicable shall be
settled before the competent court of New York.







Signed in duplicate by:

Mr./Mrs.________________

Mr./Matthew Mecke

On behalf of Payvision

On behalf of Sino Payments, Inc.







Signature ____________________

Signature /s/ Matthew Mecke

Date

Date January 4, 2010








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