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Letter of Intent from the Company

 

Introduction and Status of the Negotiations

1. Further to our recent discussions, the purpose of this letter is to set out the principal terms and conditions upon which us (the First Party, The Company) agrees to enter into a services agreement (the Proposed Agreement) with FC TECHHUBPY LTD, registered in England, Company No.14314625, registered address 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (the Second Party). The First Party and the Second Party are referred to as "each Party" or "the Parties" in this letter.

2. The terms in this letter are not exhaustive and are expressly "subject to contract" until a final written agreement has been entered into. The terms are not intended to be legally binding between the parties except where specifically stated.

Timescale and Notice to Terminate

3. The Parties agree to negotiate in good faith with a view to signing the final written Proposed Agreement on or before 1 June 2024.

4. Either Party may at any time, by giving notice to the other in writing, terminate negotiations for the Proposed Agreement, without having to give any reasons for doing so.

5. The Party giving notice will not incur any financial liability to any other Party, unless it has breached a legally binding obligation of this letter as set out below.

6. Upon giving notice of termination, each Party must:
a. Return all of the other party's equipment and materials;
b. Return or destroy (as directed in writing by the other party) any documents, handbooks, CD-ROMs or DVDs, software, or other information or data provided to it by the other party.

Essential Pre-Conditions to an Agreement

7. Any Proposed Agreement between the Parties is conditional upon:
a. The Parties negotiating, drafting, and agreeing to the satisfactory terms of the Proposed Agreement governed by English and Welsh law;
b. The approval of and consent to the Proposed Agreement being given by (i) the Parties (including any necessary internal, shareholder, board of directors, or partner consents, as appropriate) and (ii) any relevant third-party agencies including (without limitation) any tax, regulatory, export, certification, or competition authorities. Any such approvals and consents shall remain in full force and effect until the Agreement is signed.

8. In addition, the following are pre-conditions to the Proposed Agreement:
a. Each Party, or either Party, as required, conducting, to its satisfaction, any required due diligence and investigation of the business of the other Party and upon the other Party granting such access for this to take place.

Basis of Proposed Agreement

9. Under the Proposed Agreement, the First Party's primary obligations are:

- Ensuring the accuracy and completeness of product listings on the Hubpy Malta App and App Marketplace.
- Providing high-quality images and detailed descriptions of the products to facilitate customer understanding and decision-making.
- Maintaining adequate inventory levels to meet demand and prevent stockouts on the Hubpy Malta platform.
- Adhering to agreed-upon pricing policies and promptly updating any changes in product pricing.
- Fulfilling orders in a timely manner and ensuring prompt shipment or delivery to customers.
- Resolving customer inquiries, complaints, or issues related to the listed products promptly and professionally.
- Complying with all relevant laws, regulations, and industry standards governing product sales and distribution.
- Collaborating with HubpyMalta.com to implement marketing and promotional strategies to enhance product visibility and sales.
- Providing regular updates and reports on product performance, sales trends, and inventory status to facilitate data-driven decision-making.
- Maintaining confidentiality and security regarding any proprietary information shared during the course of the partnership with HubpyMalta.com.

10. Under the Proposed Agreement, the Second Party's primary obligations are:

- Ensuring the Hubpy Malta platform is operational and accessible to merchants and customers.
- Providing technical support and assistance to merchants for listing products on the Hubpy Malta App and App Marketplace.
- Promoting listed products through marketing initiatives to increase visibility and drive sales.
- Facilitating seamless order processing, payment transactions, and fulfillment on the Hubpy Malta platform.
- Maintaining the confidentiality and security of merchant information and data shared on the platform.
- Complying with all applicable laws, regulations, and industry standards governing e-commerce operations and data protection.
- Regularly updating merchants on platform enhancements, policy changes, and other relevant information.
- Resolving any platform-related issues or disputes in a timely and fair manner.
- Providing merchants with access to performance metrics, sales analytics, and customer feedback to support business decision-making.
- Continuously improving the HubpyMalta platform based on merchant feedback and market trends to enhance the overall user experience.

11. In accordance with the terms outlined herein, it is hereby stipulated that the pricing or fee structure associated with listing products on the Hubpy Malta platform shall be as follows:
- Listing products on the HubpyMalta platform with a reasonable amount of data shall be exempt from fees. However, should the volume of data exceed the customary thresholds, a fee shall be incurred, commensurate with the additional resources required for processing and storage.
- Throughout the Listing period, as specified within this agreement, no fees shall be levied upon the Merchant for the listing of their products on the HubpyMalta platform.
- Upon the integration of Delivery functions into the Hubpy Malta platform, a fee shall be imposed to cover the costs associated with the engagement of drivers and the facilitation of delivery services. Notwithstanding, for the initial trial months following the implementation of Delivery functions, a 0% commission rate shall be applied.

12. Other agreed terms of the Proposed Agreement are as follows:
- Upon mutual agreement, it is hereby established that either Party may terminate this Agreement by providing written notice to the other Party, with a minimum of sixty (60) days' notice prior to the intended termination date. Such termination shall be effective upon the expiration of the specified notice period.

Confidentiality

13. This paragraph is legally binding.
14. Each party undertakes that it shall not, for a period of 2 years after the date of this letter, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers, plans, intentions, or market opportunities, the operations, processes, product information, know-how, designs, trade secrets, or software of the other Party (Confidential Information), except as permitted by the clause immediately below.
15. Each party may disclose the other Party's Confidential Information in the following circumstances:
a. To its employees, officers, representatives, or advisers who need to know such Information for the purposes of this letter and the evaluation and negotiation of the Proposed Agreement. Each Party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other Party's Confidential Information comply with this paragraph; and
b. As may be required by law, court order, or any governmental or regulatory authority.
16. No Party shall use the other Party's Confidential Information for any purpose other than the purpose contained within this letter and the evaluation and negotiation of the Proposed Agreement.

Exclusivity

17. This paragraph is legally binding.
18. Immediately on ticking this agreement, the parties shall terminate any negotiations relating to the purposes of the Proposed Agreement currently taking place with the agents, employees, advisers, or other representatives of parties other than First and Second Parties to this letter (Third Party Negotiations).
19. Neither Party shall, for a period of six (6) months from the date of this letter, directly or indirectly:
a. Enter into, re-start, solicit, initiate or otherwise participate in any Third Party Negotiations;
b. Seek, encourage, or respond to any approach that might lead to Third Party Negotiations; or
c. Enter into any letter of intent, agreement, arrangement, or understanding (whether or not legally binding) pursuant to any Third Party Negotiations.
20. The Parties to this letter shall ensure that their officers, employees, agents, advisers, and other representatives comply with the above paragraph.

Costs

21. This paragraph is legally binding.
22. Each Party is responsible for its own costs in connection with the Proposed Agreement, whether or not it proceeds (including, without limitation, the preparation and negotiation of this letter, the negotiation and drafting of the Proposed Agreement and any documents contemplated by it).

Other Agreements

23. This paragraph is legally binding.
24. Where they exist, any agreements between the parties will continue to apply to this letter and shall remain in full force and effect and are not affected by anything in this letter.

Rights and Remedies

25. This paragraph is legally binding.
26. Each Party agrees that damages alone would not be an adequate remedy for any breach of a legally binding obligation by the other Party. In such an event, the non-defaulting Party shall be entitled to the remedies of an injunction, specific performance, or other equitable relief in addition to any other remedy including damages.
27. This letter is for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else.

Governing Law and Jurisdiction

28. This paragraph is legally binding.
29. The agreement constituted by this letter shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction for all matters arising under it.

Commencement and Signature

30. The agreement in this letter will take effect from the time that the First Party ticks this agreement and will remain in effect until superseded by the Proposed Agreement, notice to terminate negotiations, or other event equivalent to termination (including insolvency of one of the Parties or the performance of the obligations set out above (Basis of Proposed Agreement)).

31. Please indicate your acceptance of the terms of this letter by ticking the box below within seven days from receipt, failing which we will assume that you do not wish to proceed.