Proposal for

Sui Gas Society

Prepared for: Mrs Salama Mahmood

Prepared by: Yasir Mian 5 Mar, 2024
Proposal number: 05032024_SUI_POV
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EXECUTIVE SUMMARY

VeMessage welcomes the opportunity to offer Sui Gas Society our secure, scalable and cloud
based Complaint management and Billing solution. VeMessage with its automated workflows will
facilitate more effective incident responses and fully automated complaints system and
communication processes. The VeMessage platform is an omni-channel communications and
mobile engagement platform that delivers high value business outcomes using a combination of
mobile, web, email and other online channels from within a single platform.

Requirements, our Deliverables

Sui Gas Society seeks to streamline their operations by introducing automated digital cloud
based systems where laborious and time consuming tasks can easily be done in an efficient and
cost effective way.

Complained Management System: An automated system where complaints are targeted

towards the designated department for immediate response. This way staff are kept informed via
app notification as the ticket progresses from Open to In-Progress till Closed. Sui Gas Society
can make sure that their residents' tickets are addressed on time in a transparent and in an
efficient manner without delay. Society seeks to optimize complaint management processes
where staff complaints can be resolved and tracked for improvement, enhancements and
increase overall operational efficiency. Residents and staff will be able to leave feedback to
provide valuable insights into how the ticket was resolved so that management can further
improve operations around resident service.

Cloud Billing System: Sui Gas Society wants to merge their water & electricity bill onto one bill
for easy management and bill collection process. They seek to digitize their current billing
process so that residents can easily view bills via mobile app and can also pay and inform the
society about the payment online without the need to visit the society office.

VeMessage is the first in Pakistan to offer a true cloud based enterprise solution that provides
features like 24/7 availability, performance, disaster recovery, scalability, automated backups and
above all data security. With VeMessage, society leverages features like a real time collaboration,
real time meter image and data capturing with our own dedicated app for meter reading. Real
time checking to which meters have been captured verses missed. Some of the most important
features of VeMessage Billing Solutions are listed below.

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● Executive Dashboard
● Real Time monitoring
● Real Time Analytics & Reporting.
● Arrears, Adjustments, Instalments and much more
● NetMetering Features.
● One Click Bill Generation and Printing.
● Defaulters list.
● Tariff Break Down and easy Management.
● Complete Formulas Adjustment Feature.
● Notification Sent via Mobile Push & Email.
● Meter Reading and Easy Image Capturing App
● Automatically printing meter images on the bill
● Manage Bill Printing with ease. (Block wise vs Bulk)
● Monthly Cycle Management.
● Complete Audit Trail and Tracking
● Easily detect manual data entry against any meter.
● Download Consumer Ledger with ease. (Excel & PDF)
● Download Collection Reports (Excel & PDF)
● Download complete dump of all the data (Excel & PDF)
● Download BankWise Report (Excel & PDF)
● Download Financial Report (Excel & PDF)
● Download Distribution Report (Excel & PDF)
● Download Audit Report (Excel & PDF)

Cloud based system which never goes down and can be accessed from anywhere around the
world.

VeMessage also offers DryRun feature where before bill generation a report can be downloaded
to check all the bills before generation to avoid any errors or mistakes.

A fully automated enterprise solution to save time, cost and increase efficiency and productivity.

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The conversation platform

VeMessage is a solution that enables rapid, relevant and contextual conversations between
people and organizations wherever they are across mobile/email/voice/social/web.
A mobile, web and API based platform, VeMessage provides multiple methods to initiate
communications including inbound SMS, Email.
VeMessage automated workflows increase productivity and reduce cost by saving time on
manual processes.
VeMessage can also consume information from web feeds, services and 3rd party systems,
initiate rules and processes, and automatically distribute communications based on the content
of that information.
VeMessage has the ability to target communications via SMS, Email as well as publish messages
to social media, websites for mass consumption, or integrate with internal or external systems to
pass the message on.

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Key Modules
VeMessage Foundation Modules:

The Foundation Modules of the VeMessage Platform group together a suite of seamlessly integrated core
capabilities and complementary management tools. This easy to use configuration of VeMessage provides a solid
baseline capability from which to build out from as required.

An Android and iPhone based app provides a secure way to raise a

Complaint complaint via instant text, images and audio messages to a relevant
Management department for an immediate resolution. Complete complaint management
solution for societies and hospitals.
An automated fully cloud based billing solution. It provides from meter
Billing Enterprise
reading capturing to bill generation and printing. One Click solution to all
Solution
your billing needs and requirements.
The outbound and inbound communications capabilities that form the
Communications
backbone of the VeMessage Platform.
Contact management and advanced notification management preferences,
Profiles leveraged against an advanced relational database so that users only write
once to change everywhere.

VeMessage Foundation Services:

The Foundation Services have been developed around VeMessage’s communications lead methodology to structure
implementation and delivery processes and ensure that clients instantly receive and achieve the targeted and
effective capabilities they require.

Providing the capability for end-to-end implementations to be managed by

Delivery VeMessage, delivery services include consulting, program management,
business analysis and project management.
Utilizing a methodology tried and tested in numerous projects,
implementation services include business orientation, data upload and
Implementation
validation, configuration review, system optimisation and implementation
review.
Configuring the installation to best support the business' unique needs,
Configuration services include template creation, data manipulation, workspace
configuration, permission settings and distribution lists.
To encourage success, VeMessage provides several options for professional
Training training and education, from on-site instructor-led courses, to online
webinars and self-paced distance learning courses.
VeMessage provides Support and Maintenance services for the duration of
Support and
the contract; including all updates and upgrades to the software. Customers
Maintenance
can choose either Standard or Premium Support.

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This proposal outlines the Billing Enterprise Solution & Complained Management solution for Sui
Gas Society only.

SETUP COST (ONE TIME COST)

Item Details Cost

Setup (Scoping session, training, Account Setup, Data Validation forms. Included
template setup, workflow testing)

Sanitizing data and making it Working with IT team to fix the data and Included
compatible with the VeMessage categorize and standardized data so that it can be
Complaint Management imported into the system

Existing Customer Data import Importing customers data via web interface. Included

System training (Two training sessions Staff will be trained on incident management Included
for two hours per day) * software.

FAQ Videos Tutorials of the system Included

Setup Cost (One-Time) Per site Tax Excluded Rs 50,000*

*THESE COSTS EXCLUDE ALL THE TAXES.

VEMESSAGE SOLUTION (MONTHLY RECURRING Monthly

COST)
Incident Management Mobile Android & iPhone App downloadable from App Store Included
App and Play Store.

Provide Secure Web Portal A secure online web application will be provided to Included
access to manage residents, manage all residents & staff data so that only authorized
staff and complaints personnel can download applications and register

Auto Email Generation Every ticket will generate an email to the concerned Included
group of people.

SMS Generation Every ticket can generate an SMS to the concerned Not Included
group of staff. This will incur an additional cost as shown
below.

Web Management Console 1 Users License included. Additional licenses are an Included
additional Rs 28,000 per license

Cost per meter Special Discounted introductory price for first year. Rs 80 / per meter

*THESE COSTS EXCLUDE ALL THE TAXES.

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ANNEX 1 – PROPOSAL TERMS AND CONDITIONS

1. TERM
1.1. This Terms and Conditions Agreement (this “Agreement”) will commence when VeMessage, Inc., notifies the Customer that VeMessage has
accepted the Customer’s application to use the Services.
1.2. Except where a 'Trial Package' is selected on the Order (in which case the Term will be 30, 60 or 90 days as selected in the Order), this
Agreement will continue for the Term and shall then continue for a further Term on a recurring basis unless terminated by either party in
accordance with this Agreement.
2. DEFINITIONS
2.1. In this document unless expressed or implied to the contrary:
Access Information means a password and username which VeMessage allocates to the Customer or Users for the purpose of accessing
the Services.
Business Day means any day except Saturday, Sunday and PAK federal holidays.
Change Event means a change in law or regulation impacting on the manner in which VeMessage provides the Services.
Charges means the charges for the Services set in this proposal, as amended from time to time.
Confidential Information means any information of a sensitive nature disclosed from one party to the other. Confidential information includes
the Charges, Service Levels, performance data and key performance metrics.
Customer Data means all data distributed by the Customer via the Services or otherwise made available by the Customer to VeMessage, or
which VeMessage is required to generate, collect, process, archive, store and/or transmit under this Agreement.
Customer Material means any material generated by, or made available by a third party to, the Customer and used by the Customer in
conjunction with the Services and Software.
Defect means, in relation to a Deliverable, its failure to perform in any manner which is internally inconsistent or otherwise clearly erroneous
which has (or would have, if the Deliverable were used by the Customer) a substantial adverse impact on the business operations of the
Customer.
Deliverables means any deliverable specified in an Order and arising from the provision of the Enterprise Services by VeMessage.
Enterprise Services means services offered by VeMessage to the Customer on a time and materials basis, which shall include but not be
limited to training, implementation, customization, certification projects and on-going development of the Services and/or Software.
Force Majeure means an event which renders a party unable to carry out the whole or any part of this Agreement for any reason beyond its
control including but not limited to acts of God, acts of governments or governmental authorities, strikes or riots, acts of war or terrorism and
any other causes of like nature.
Insolvency Event means if any (or more than one) of the following occur with respect to a party: (a) the party becomes insolvent or is
otherwise unable to pay its debts as and when they fall due; (b) the party (or any third party) institutes any insolvency, receivership or
bankruptcy proceedings with respect to the party, for the settlement of the party's debts; (c) the party makes a general assignment for the
benefit of creditors; or (d) the party ceases to conduct business.
Intellectual Property means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications,
trade names, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other
intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any
of the foregoing, including any right to register those rights, whether created before or after the date of this Agreement, whether existing in the
United States or any other country and in all cases for the duration of those rights.
Message means any communication sent by the Customer using the Services.
Marketing Message means a Message that is designed to promote the sale of or demand for goods or services.
Order means an order for specified Services in the form provided by VeMessage and completed by the Customer.
Personal Information means any information relating to an identified or identifiable person; an identifiable person is one who can be
identified, directly or indirectly (including in combination with other information).
Privacy Laws means any applicable federal, state, provincial, local, and international laws, rules, and regulations regarding privacy, data
protection, data security, cybersecurity, marketing, or the collection, use, sharing, transfer, disclosure, protection, storage or other processing
of Personal Information.
Privacy Policy means VeMessage’s privacy policies displayed on VeMessage’s website (https://www.vemessage.com/), including
https://vemessage.com/policy/.
Service Levels means the service levels set out in Part 1 of Annex 3.
Services means the services selected by the Customer as indicated in an Order and further described in Annex 1.
Software means any installed software supplied by VeMessage to access the Services and includes any modifications or alterations to such
software provided by VeMessage from time to time.
Taxes means a tax, levy, duty, charge, deduction or withholding, however described, imposed by a law or government agency, together with
any related interest, penalty, fine or other charge.
Term means the period noted as such in the Order.
User means any person who the Customer has authorized to use the Services in accordance with the requirements of this Agreement.
3. THE SERVICES
3.1. VeMessage will use its reasonable efforts to provide the Customer with the Services in accordance with the terms of this Agreement and the
Service Levels.
3.2. The Customer acknowledges and agrees that:
3.2.1. the provision of the Services relies on third party services that may be affected by a range of factors including technical problems and
telecommunications network coverage and availability issues;

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3.2.2. a message sent to a group of recipients will be treated as individual messages sent to each member of the group and charged
accordingly; and
3.2.3. Charges for the Services are based on messages sent, irrespective of whether they have been delivered to or received by the
intended recipient.
3.3. The Customer agrees that VeMessage will not be liable for any loss or damage caused as a result of delays in the sending of Messages or a
failure to terminate Messages for any reason.
4. ADDITION AND REMOVAL OF SERVICES
4.1. Subject to clause 4.3, the Customer may request to add or remove any of the Services to be provided or performed under this Agreement by
submitting a new Order.
4.2. A request by the Customer to add or remove any Services will only become effective where VeMessage agrees in writing to the change.
4.3. The Customer may not reduce the level of Services provided by VeMessage below any baseline edition identified in the Order.
5. SERVICE LEVELS
5.1. If VeMessage fails to meet a Service Level, VeMessage shall apply the Service Credits. Service Credits will apply to the billing of the monthly
charge (excluding support costs) for the affected Service.
5.2. Notwithstanding anything to the contrary in this Agreement, the Customer shall not be entitled to claim Service Credits:
5.2.1. if the credit claim request form (as provided in Annex 4) is not received by VeMessage from the Customer within 28 days of the end of
the month to which the claim relates;
5.2.2. due to disconnection and/or reconnection of the Service for non-payment of any Charges;
5.2.3. due to unavailability of Customer owned or maintained equipment or infrastructure, including Customer Material;
5.2.4. where the Customer provides inaccurate or incomplete information to VeMessage to the extent such inaccurate or incomplete
information causes a failure by VeMessage to meet the applicable Service Level; or
5.2.5. where the Customer utilizes inaccurate data or does not utilize the Services in accordance with directions and instructions provided by
VeMessage.
6. SERVICE AVAILABILITY
6.1. VeMessage shall use its reasonable efforts to restore the Services if they become unavailable. If VeMessage is unable to restore the Service
within 21 days of them becoming unavailable, the Customer may immediately terminate this Agreement as it relates to the affected Service
and must pay any Charges relating to the affected Service up to and including the date of failure.
6.2. VeMessage shall not be responsible for:
6.2.1. service impairments caused by acts within the control of the Customer, its employees, agents, subcontractors, customers, suppliers or
licensees;
6.2.2. interoperability of the Services with Customer Material; and
6.2.3. interaction with other service providers, networks, users or informational or computing resources.
6.3. To the extent permitted by law, VeMessage offers no warranty, whether express or implied, and makes no representation with regard to any
third party content offered or made available or accessible by the Services. VeMessage shall not be liable for the Customer's reliance on or
use of third party services and content offered or made available or accessible using the Services. VeMessage does not warrant that the
Services and Software will operate free from defects, bugs or errors. It is the Customer’s responsibility to ensure that the Software is
compatible with any hardware, software, accessories or services supplied by third parties.
6.4. The Service Levels and Service Credits are personal to the Customer, and are non-transferable and are subject to all existing service
schemes and applicable law.
7. USERS
7.1. VeMessage will make the Services accessible to Users.
7.2. The Customer may add or amend the provision of the Services to Users from self provisioning tools offered by VeMessage.
7.3. The Customer must ensure that all User information is accurate and is kept up-to-date. VeMessage is not responsible for the accuracy of
User information.
7.4. The Customer agrees to pay all fees and costs relating to the use of the Services by Users, including additional users and where the addition
of new Users results in the need to upgrade to the next Edition with the associated charges.
7.5. The Customer must take all reasonable steps to ensure that its Access Information and the Access Information of Users is not subject to
unauthorized disclosure to a third party or compromised in any way.
7.6. The Customer agrees that VeMessage is entitled to treat any access by the use of the Access Information as access with the Customer’s
authority and VeMessage is not required to verify that authority.
7.7. The Customer must notify VeMessage immediately if the Customer becomes aware of any access to Access Information by unauthorized
persons.
8. ENTERPRISE SERVICES
8.1. During the Term, the Customer may purchase Enterprise Services at the prices listed in the proposal and in accordance with the scope set
out in an Order.
8.2. All Deliverables will be presented to the Customer for review and acceptance. The Customer will have 10 Business Days to test the
Deliverables ("Acceptance Test Period").
8.3. During any applicable Acceptance Test Period, VeMessage will upon reasonable request provide the Customer with assistance for its
conduct of the Acceptance Tests.
8.4. Before the end of the Acceptance Test Period, the Customer must give notice to VeMessage:
8.4.1. of any Defects in the Deliverable identified during its conduct of the Acceptance Tests; or
8.4.2. that the Acceptance Tests have been completed successfully ("Acceptance Certificate").
8.5. The Customer must give VeMessage a reasonable written description of each Defect and must provide any further information relating to any
Defect which is reasonably requested by VeMessage.
8.6. An Acceptance Certificate for a Deliverable will be deemed to have been provided if:

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8.6.1. By two (2) Business Days after the end of the relevant Acceptance Test Period the Customer has not provided an Acceptance
Certificate or notified VeMessage of any Defects; or
8.6.2. the Customer commences using the Deliverable outside the test environment.
8.7. If the Customer notifies VeMessage of any Defect, VeMessage must use its reasonable efforts to promptly correct all such Defects and give
notice to the Customer stating when the Deliverable is ready for further Acceptance Tests.
8.8. On receipt of notice from VeMessage under clause 8.7, the Customer may re-perform the Acceptance Tests for the Deliverable and the
provisions of clauses 8.2 to 8.6 will apply again.
8.9. Upon request from the Customer, and as part of the Enterprise Services, VeMessage may, in its sole discretion, conduct a discrete project to
certify that the Services meet specific requirements as identified by the Customer in writing.
9. CHARGES AND PAYMENT
9.1. The Customer must pay VeMessage the Charges.
9.2. The Customer will reimburse VeMessage for its substantiated travel and accommodation expenses necessary to perform the Services, plus a
10% administration fee.
9.3. The Charges will be adjusted annually beginning July 1 of each year to reflect any changes in the CPI.
9.4. The Customer must pay for the Services in accordance with the terms and in the manner outlined in the proposal.
9.5. If the Customer does not pay an amount invoiced by the due date (except any amount which is validly disputed), then VeMessage may
charge a late fee of 5% of the unpaid amount from the due date until the date of payment in full.
10. TAXES
The Customer is responsible for payment of any Taxes which may arise as a result of or in connection with this Agreement.
11. CUSTOMER’S OBLIGATIONS AND SERVICE RESTRICTIONS
11.1. The Customer must:
11.1.1.except as expressly permitted by this Agreement, not resell or make the Service available to any third party without VeMessage’s prior
written consent;
11.1.2.at their own expense procure and maintain any hardware, software or facilities and all licenses, permissions and approvals necessary
for VeMessage to supply the Services to the Customer;
11.1.3.comply with any general network policies, such as an acceptable use policy, that may be introduced from time to time and published
on the VeMessage website; and
11.1.4.ensure that it will not perform system load or stress tests or security scans against the Services without obtaining express written
approval from and coordination with VeMessage prior to each instance of such a test or scan being conducted.
11.1.5.ensure that it and the Users do not use the Services to send, receive or transmit any Messages that:
11.1.5.1. breach any laws, voluntary or mandatory codes of conduct or industry codes, including those relating to gaming, advertising
and privacy;
11.1.5.2. are defamatory, offensive, abusive, indecent, sexually explicit, menacing or harassing or cause damage or injury to any
person or property;
11.1.5.3. infringe any third party rights;
11.1.5.4. represent (by act or omission, unless accurate) that VeMessage, its network suppliers or any other person created,
endorses, has reviewed, or is in any way involved in the production of the Customer Data;
11.1.5.5. are for the provision of 911 or emergency call services;
11.1.5.6. affects the availability of the Services or causes interference to the normal operation of a telecommunications network or
equipment;
11.1.5.7. result in the sending of a "virus", "worm" or “trojan" or similar program;
11.1.5.8. impersonate another person or entity or are misleading or deceptive as to the Customer’s (or the sender's) identity; or
11.1.5.9. tamper with, hinder the operation of or make unauthorized modifications to the Services.
11.2. The Customer must report any Service faults to VeMessage's help desk within twenty-four (24) hours of becoming aware of that fault. The
Customer must not attempt to rectify or permit any other person to attempt to rectify that fault. If the Customer or a third party interferes with
the Services, VeMessage will not be liable for any damage to, or the costs and expenses of rectifying, the Services.
12. SOFTWARE
12.1. If VeMessage grants the Customer access to the Software for installation purposes, VeMessage grants the Customer, in consideration of the
Customer's performance of its obligations under this Agreement, a non-exclusive license in the Territory for the Term to use the Software for
the purpose of accessing the Service.
12.2. The Customer must not:
12.2.1.use the Software for any purpose other than accessing the Service;
12.2.2.translate, reverse engineer, modify, adapt, create derivative works, decompile, merge, separate or disassemble any part of the
Software;
12.2.3.transfer, sub-license or otherwise dispose of the Customer’s rights in the Software; or
12.2.4.except as expressly permitted by this Agreement, make the Software available to any other person.
12.3. Unless otherwise agreed, the Customer will be responsible for the installation of the Software.
13. CUSTOMER MATERIAL
13.1. The Customer is solely responsible for obtaining, maintaining and using any Customer Material used to access and/or use the Services and
ensuring that such Customer Material and any person’s use of that Customer Material:
13.1.1.is lawful;
13.1.2.complies with the terms of any license under which the Customer Material is provided; and
13.1.3.does not disrupt the proper functioning of the Services for the Customer or any other person.
14. CONFIDENTIALITY
14.1. A party will not disclose the other party's Confidential Information unless:
14.1.1.the other party consents in writing; or

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14.1.2.in the event that disclosure is required by law or as required by the listing rules of any stock exchange where the Customer’s or
VeMessage’s securities are listed or quoted; or
14.1.3.in the event that disclosure is required in connection with legal proceedings relating to this Agreement.
14.2. Upon termination of this Agreement, a party who has received Confidential Information from the other under this Agreement must, on the
request of the other party, deliver to that party within a reasonable time frame all documents or other materials containing or referring to that
information which are in its possession, power or control or in the possession, power or control of persons who have received Confidential
Information from it.
14.3. Each party acknowledges that a breach of confidentiality as stipulated under clause 14 may cause the other party irreparable damage for
which monetary damages would not be an adequate remedy. Where a party commits a breach under this clause 14, the other party reserves
the right to seek all available remedies and institute legal proceedings including but not limited to obtaining injunctive relief in the event that a
breach or threatened breach under this clause occurs.
15. PRIVACY AND CUSTOMER DATA
15.1. VeMessage will only collect, use and disclose the Customer’s personal information and the Customer Data in accordance with its Privacy
Policy and applicable Privacy Laws.
15.2. Notwithstanding any other provision of this Agreement, VeMessage and the Customer must at all times comply with Privacy Laws in relation
to Personal Information.
15.3. The Customer acknowledges and accepts that as part of the Services, VeMessage may provide information contained in the Order to third
party providers of services of VeMessage but only for the specific purpose of providing the Services.
15.4. The Customer will retain all Intellectual Property rights in the Customer Data. The Customer grants, or will ensure the grant, to VeMessage, a
royalty-free, non-exclusive, non-transferable license to use the Customer Data only for the purposes of providing the Services. Nothing in this
clause 15.4 removes or limits the obligations of confidentiality under clause 14 and no lien or other right arises in relation to Customer Data.
15.5. Customer’s logo can be used by VeMessage for marketing and advertising purposes.
16. WARRANTIES
16.1. Each party warrants to the other that it is duly authorized to enter into and perform this Agreement.
16.2. VeMessage warrants that the Services and Software will not infringe any third party intellectual property rights.
17. INDEMNITY
17.1. Each party indemnifies the other party from and against any losses, damage, costs or expenses (including legal fees, costs of investigation
and expenses on a solicitor client indemnity basis) or liabilities that the other party sustains or incurs in connection with any:
17.1.1. injury to or death of any person caused by any act or omission by or on behalf of the other party;
17.1.2. damage to any real or tangible property caused by any willful misconduct or negligent or unlawful act or omission in connection with
this Agreement by or on behalf of the other party;
17.1.3. act of fraud or willful misconduct by or on behalf of the other party in connection with this Agreement; or
17.1.4. any claim by any third person against the other party arising in connection with this Agreement.
18. LIABILITY
18.1. To the full extent permitted by law, a party will not be liable to the other party in respect of any claim for any loss of profit, data, goodwill or
business, for any interruption to business, for any failure to realize anticipated savings or for any consequential, indirect or special, punitive or
incidental damages.
18.2. To the full extent permitted by law, VeMessage's cumulative liability to the Customer for all claims whether arising under contract (including
under any indemnity), negligence, tort or any other statute or otherwise at all made by the Customer will, not exceed the total amount paid by
the Customer to the Service Provider under this Agreement.
19. TERMINATION AND SUSPENSION
19.1. Either party may terminate this Agreement at any time by notifying the other party upon 30 days prior written notice.
19.2. In the event of termination of this Agreement by the Customer, under clause 19.1 then all Charges will be calculated and payable until the end
of the Term.
19.3. VeMessage may terminate this Agreement by giving the Customer 14 days written notice or suspend the Service immediately:
19.3.1.if the Customer breaches any of these terms and conditions;
19.3.2.if the Customer suffers an Insolvency Event;
19.3.3.if VeMessage can no longer provide the Service;
19.3.4.in the event that a Change Event occurs and suspension is necessary to ensure compliance with any notice, direction, declaration,
order, directive, judgment, code or standard the subject of the Change Event; or
19.3.5.in the event of an emergency or whenever VeMessage considers it necessary or reasonable in order to safeguard provision of the
Services to emergency and other essential services.
19.4. If this Agreement is terminated for any reason:
19.4.1.where applicable the Customer will forfeit any included messages or unused credits; and
19.4.2.the Customer will be liable for any accrued or unpaid fees.
19.5. The termination of this Agreement for any reason will not prejudice any rights which have accrued to either party prior to the date of
termination.
20. DISPUTE RESOLUTION
20.1. If a dispute arises between the parties in connection with this Agreement (a “Dispute”), either party may give notice to the other of a Dispute,
and thereafter the parties shall attempt to resolve such Dispute through good faith discussions and, in the event that no agreement is reached
within the thirty (30) calendar day period following the date on which such notice is delivered, either party may submit such Dispute to binding
arbitration pursuant to the provisions set forth in this clause 20.1. Any Dispute that is submitted to binding arbitration shall be submitted to and
finally resolved by arbitration under and in accordance with the Rules of Arbitration of the American Arbitration Association, before a panel of
three arbitrators. One of the arbitrators shall be appointed by VeMessage, one of the arbitrators shall be appointed by the Customer, and the
third arbitrator shall be appointed by the two party-appointed arbitrators. The arbitration award shall be final and binding on the parties, and
not subject to any appeal, and shall deal with the question of costs of arbitration and all matters related thereto. The arbitrators shall be
empowered to award equitable relief including injunctive relief and/or specific performance, as well as monetary relief. The arbitration award

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shall be enforceable in any federal, state or local court in Pakistan. Except as expressly permitted by this Section, none of the parties hereto
shall institute any action or proceeding against any other party in any court or other forum concerning any Dispute.
21. GENERAL
21.1. The Customer must not assign any of the Customer’s rights or obligations under this Agreement without prior written consent by VeMessage.
VeMessage may novate, or assign any or all of its rights and obligations under, this Agreement on 30 days written notice and without the
Customer’s consent, provided that no notice shall be required in the case of assignment to an affiliate of VeMessage.
21.2. Waiver of a breach of this Agreement, or of any rights created by or arising upon default under this Agreement can only be effected in writing
and must be signed by the party granting the waiver. A breach of this Agreement is not waived by a failure to exercise, a delay in exercising,
or a partial exercise of, any remedy available under this Agreement or in law or equity.
21.3. This Agreement constitutes the entire Agreement between the Customer and VeMessage in respect of the Services and supersedes any prior
agreement, written or otherwise, between the parties. If the Customer submits a separate set of terms and conditions other than those
incorporated in this Agreement, those terms and conditions will not form part of, or be incorporated into, this Agreement and they will not be
legally binding on VeMessage.
21.4. Despite any other provision of this Agreement, a party will not be in breach of this Agreement if performance is prevented or delayed by any
Force Majeure except in respect of the payment of money.
21.5. VeMessage may subcontract any of its obligations under this Agreement to a third party without notice to the Customer and without the
Customer’s consent.
21.6. Both parties agree that, during the Term either party may publicly refer to the other, orally and in writing, as a customer/vendor of the other
and may publish the other’s name and/or logo on its website or promotional materials. Where applicable, Customer consents to the inclusion
of Service Provider's customary “VeMessage powered” badge, with a link to Service Provider's website, on Customer’s contact portal.
Customer consents to the inclusion of Customer’s logo on Service Provider's website. In addition, Customer shall participate in press
releases, case studies and other promotional activities as reasonably requested by Service Provider. Any other reference to either party by
the other requires the written consent of the party being referred to.
21.7. All notices, consents, requests and other communications required or permitted to be given under this Agreement must be:
21.7.1.1. in writing addressed to the nominated VeMessage contact if sent by the Customer or to the nominated Customer contact if sent by
VeMessage; and
21.7.1.2. where such notice is delivered by hand, dispatched by courier or dispatched by facsimile transmission, electronic mail, or other
electronic means, such notice shall be deemed to have been received on the day of dispatch and if dispatched by mail shall be
deemed to have been received at the expiration of two (2) Business Days from such dispatch.
21.8. The Customer agrees to be bound by the terms of VeMessage’s Copyright and Trademark Notice, as available on VeMessage’s websites,
including https://vemessage.com/policy/.

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ANNEX 2 – SERVICE LEVELS MANAGEMENT

1. SERVICE LEVELS AND DEFINITIONS
1.1 Activation Time

Service Activation Time

Definition The timeframe for the activation of the Service for use by the Customer.
Service Level VeMessage will ensure that the installation time frame does not exceed 20 working days, if
the data provided by the client is on time.

Conditions The timeframe will be measured from the acknowledgement of the commencement of the
order, sent to the Customer by VeMessage, to the time that the Service is functional from a
web enabled computer

The nominated timeframes are provided dependent upon standard activation parameters and
will not include delays due to ‘out of ordinary’ conditions that are communicated by VeMessage
to the Customer.

Procedure Orders for a new Service are to be submitted on the applicable Order which, once fully
completed, is to be sent to the relevant account Manager for VeMessage who will then enter
the order for acknowledgement and commencement.

1.2 Fault Severity Table for Response Times and Restore Times

Severity Description

1 An existing service is ‘down’ or there is a critical impact to the Customer’s business operation.
2 Operation of an existing Service is severely degraded
3 Operational performance of the Service is impaired while most business operations remain
functional
4 Customers require information or assistance on VeMessage product capabilities, installation or
configuration. there is clearly little or no impact on the Customer’s business operation

1.3 Response Time

Service Response Time

Definition The time it takes VeMessage to contact Customer to acknowledge a Fault (as defined below) or
inquiry.
Service Level For the split up and definition of severity levels refer to section 1.2 of this Annex. For applicable
response times please see the table below ‘Response Timeframes.’ The Service Level is
measured by the severity scale it is in.
Conditions In respect of a Fault, the time taken for VeMessage to contact Customer to advise that it
recognizes the Fault and has sufficient information to investigate the fault.
In terms of a general inquiry: the time taken for VeMessage to contact Customer to
acknowledge a Customer inquiry. The time starts to run at the time at which the Customer has
provided to VeMessage all information necessary for VeMessage to be satisfied with the
existence of the Fault.
Procedure If the Customer becomes aware of a severity level-1 or level-2 fault condition as defined in
section 1.2 of this Annex, they should call the emergency support number AU: +61413388599
or PK:+92 301 4542714.
If the Customer becomes aware of a severity level-3 fault condition as defined in section 1.2 of
this Annex, they should email as much detail as possible to [email protected] and
follow up on AU: +61413388599 or PK:+92 301 4542714. if required.
If the Customer requires assistance with a severity level-4 issue as defined in section 1.2 of this
Annex, they should email [email protected] or their account manager.

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Response Timeframes

Service Component Support Level

Standard Premium
Severity 1 - Response Time 4 hours 1 hour
Severity 2 - Response Time 8 hours 2 hours
Severity 3 - Response Time 16 hours 4 hours
Severity 4 - Response Time 3 business days 8 hours

1.4 Restore Time

Service Restore Time

Definition The time takes VeMessage to restore a Fault.

Service Level For the split up and definition of severity levels refer to section 1.2 of this Annex. For applicable
restoration times please see the table below ‘Restore Timeframes’. The Service Level is
measured by the severity scale it is in.
Conditions In respect of a Fault, the time taken for VeMessage to restore the service to its normal
operation or providing a temporary work-around that enables normal use of the Service.
The time starts to run at the time at which the Customer has provided to VeMessage all
information necessary for VeMessage to be satisfied of the existence of the Fault.
Procedure If the Customer becomes aware of a severity level-1 or level-2 fault condition as defined in
section 1.2 of this Annex, they should call the emergency support number AU: +61413388599
or PK:+92 301 4542714.
If the Customer becomes aware of a severity level-3 fault condition as defined in section 1.2 of
this Annex, they should email as much detail as possible to [email protected] and
follow up on AU: +61413388599 or PK:+92 301 4542714. if required.

Restore Timeframes

Service Component Support Level

Standard Premium
Severity 1 - Restore Time 24 hours 4 hours
Severity 2 - Restore Time 72 hours 12 hours
Severity 3 - Restore Time 5 business days 24 hours
Severity 4 - Restore Time N/A N/A

1.5 Support Level Inclusions & Exclusions

This table outlines the extent to which support is provided under each Support Level as selected by the Customer in the Order. There are 2 levels of
Support, each has a number of included services. Any services utilized by the Customer that exceed those included in the Support Level (listed
below) will be invoiced monthly in arrears.

Support Level Inclusions & Exclusions

Service Component Support Level

Standard Premium
Problem resolution calls 1 request/month 10 requests/month
included
Support times included 12:00 - 5:00 weekdays 9-5 weekdays
Support hours included 10 hours/month 48 hours/month
Cost calls outside support hours Rs 5,000 Rs 20,000

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Cost of extra requests Rs 5,000 Rs 20,000

1.6 Availability (core network)*

Service Availability (core network)

Definition The availability of VeMessage core network.

Service Level VeMessage provides the following minimum availability thresholds for each Support Level:

▪ Premium Level Support: 99.95%

▪ Standard Level Support: 99.50%

Conditions Service availability is calculated on a calendar month basis as follows:

( (A-B) divided by A) X 100 expressed as a percentage
Where : A = Total Available time over the Month
B = Total Unavailable Time * for the Same Month

The core network is considered to be available when connection can be made from an Internet
enabled computer to VeMessage service.

Procedure If the Customer becomes aware of a severity level-1 or level-2 fault condition with the SMSC as
defined in section 1.2 of this Annex, they should call the emergency support number AU:
+61413388599 or PK:+92 301 4542714.

If the Customer becomes aware of a severity level-3 fault condition with the SMSC as defined
in section 1.2 of this Annex, they should email as much detail as possible to
[email protected] and follow up on AU: +61413388599 or PK:+92 301 4542714. If
required.

1.7 Release Management & Planned Outages

Service Release Management & Planned Outages

Definition The minimum period prior to a new release that VeMessage will notify the Customer (as
defined below).
Service Level Refer to Release management – Minimum Notification times table below.
Conditions VeMessage will notify nominated customer representative according to the Release
classification:

▪ Major releases (version e.g. 1.0)

▪ Minor releases (version e.g. 1.2)

▪ Minor releases (version e.g. 1.2.2)

▪ Unscheduled releases (Patches, version e.g. 1.2.2.3)

Procedure VeMessage will notify the Customer's nominated representative no less than the minimum
period shown prior to releases. Notification will be provided by email. All releases are
deployed between the hours of 6pm and 8am, Monday to Friday or on weekends or federal
holidays.

Release Management – Minimum Notification Times

Release Classification Support Level

Standard Premium
Planned outages 48 hours 5 days
Major releases (version e.g. 1.0) 48 hours 48 hours
Minor releases (version e.g. 1.2) - 48 hours

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Minor releases (version e.g. 1.2.2) - 48 hours

Unscheduled releases (Patches, version e.g. - -
1.2.2.3)

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Term and Pricing

● This proposal is valid for 15 days from the date of issue.
● VeMessage reserves the right to change the prices in this proposal.
● Monthly Service Charges will be subject to 10% increase every year.

By signature below, the parties agree to the terms of this proposal.

On Behalf of VeMessage (PVT) LTD. On Behalf of Sui Gas Society (PVT) LTD

______________________________ ______________________________
Signature Signature
______________________________ ______________________________
Name Name
______________________________ ______________________________
Date Date

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