1. The Subscriber, on the expiry of the Initial Period, or, the expiry of the Renewal Period, as the case
   may be, by giving to the Service Provider a written notice of termination not less than one calendar
   month and not more than 90 days before the expiration of the Initial Period or the Renewal Period, as
   the case may be; and/or
2. The Service Provider may terminate this agreement, on written notice to the Subscriber in the event
   that the authorisation issued by the Network Operator in terms of which the Service Provider is
   authorised and empowered to give the Subscriber access to the Services is terminated for whatever
   reason.
3. Notwithstanding the contents of paragraph 3.1.2, it is hereby agreed between the Service Provider
   and the Customer that the Service Provider may, without notice and with immediate effect, terminate
   any and all services as provided in this agreement.
4. It is agreed that in the event of the Customer not providing notice as set out in paragraph 3.1.1, in such
   event, the Initial Period shall recommence which shall be known as the Renewal Period, and, the
   Renewal Period shall be for the period as set out in the Initial Period. For clarity, if the Customer does
   not provide notice for the termination of the Initial Period, then the time period as set out in the Service
   Order (Initial Period) will then be known as the Renewal Period, which will be the time period for the
   Renewal Period. For clarity, if there is no notification of termination, the length of the Renewal Period
   will be exactly the same as the Initial Period and the Initial Period is found on the Service Order.
5. The termination of the Renewal Period will be identical to that as set out in paragraph 3.1.1 and in the
   event of termination not being given as set out in paragraph 3.1.1 for the Renewal Period, then the
   agreement shall be regarded as a month to month agreement, requirements 90 days’ notice for
   termination.

1. Shall not use or allow the Services to be used for any improper, immoral or unlawful purpose, or in
   any way which may cause injury or damage to persons, property and/or an impairment or interruption
   of the Services.
2. Shall use only the terminal equipment provided by Service Provider and comply with relevant
   legislation and regulations imposed by any competent authority and all directives issued by Service
   Provider relating to the use of terminal equipment and the provision of Services.
3. Recognises that no right, title or interest in the software contained in the terminal equipment issued
   to the Subscriber vests in the Subscriber.

1. Priority 1:  Customer is unable to do their business as a result of complete or partial system failure.
2. Priority 2:  The problem has high visibility and impacts on the way Customer does business. The service
   is disrupted but not halted. The system performance may be degraded and some functions may not
   operate correctly.
3. Priority 3 : A single user or small percentages of users are affected.
4. Priority 4:  Changes or updates are required to the current system
5. Remote and Onsite Support:  Prior to any onsite support an engineer will attempt to determine and
   resolve the problem via remote access where practical and Customer shall provide the remote access via
   the LAN/WAN to the onsite systems.

The above time is expressed in working hours.

1. CipherWave undertakes that its Network and Connectivity shall be made available with a minimum
   uptime of 99.9% measured monthly. This undertaking covers the availability of all network connectivity
   beyond the first point of entry from the Customer into the CipherWave Data Centre.
2. CipherWave Broadband Services are provided on a best effort basis whilst Layer 2 and Layer 3 Connectivity
   services are provided with an availability SLA of 99.5% calculated over a month average.
3. CipherWave does not inherently provide any uptime undertakings associated with any last mile
   connectivity between the Customer and the CipherWave Data Centre other than that mentioned in 6.1.2.
   Services such as ADSL, IPConnect, Diginet, etc. are excluded from any uptime undertakings unless
   specifically stated within the schedule attached. Special condition SLAs can be considered for last mile
   connectivity mediums other than those mentioned in 6.1.2 at an additional monthly cost to the Customer.
   Any special condition SLAs must be stated in the attached schedule of services.
4. The Customer is obliged to raise the service ticket and the time calculation will be determined from the
   time the call was logged, until the service is restored. Credits will only be paid subject to the correct
   procedure for the raising of a service ticket.
5. Access to customer’s premises and installation of the Client Premise Equipment (CPE ) device:
   Where installation of the CPE is required to be undertaken, the Customer shall, whenever required by
   Service Provider, ensure that Service Provider’s personnel or contracted installer, be permitted access to
   the Customer’s premises and to remain at such premises –
   1. to carry out any inspection, repair, testing or maintenance of the CPE and other equipment
      relevant to the provision of the Service; and/or
   2. to verify that the manner in which the Service is being utilised by the Customer is in compliance
      with the General Terms and Conditions, this Service Schedule and applicable South African
      laws, rules and/or regulations; and/or
   3. to install, collect or remove the CPE; and/or
   4. for any other reasonable purpose whatsoever.
6. To enable the installation of the CPE and any other equipment necessary for the provision of the Service,
   the Customer shall –
   1. Provide a suitable environment for the housing of the CPE and any other ancillary equipment
      together with all required trunking, electricity and connection points, conduits, cable trays and
      power supply in accordance with the relevant installation standards and manufacturers’
      instructions; and
   2. Take up or remove such fitted or fixed floor coverings, ceiling tiles, suspended ceiling and
      partition covers as may be necessary to install the CPE and/or ancillary equipment and carry
      out the making good of decorator’s work required subsequent to such installation.
7. The Customer shall be present at any installation of the CPE by Service Provider personnel or contracted
   installer and shall sign the installation completion certificate on completion thereof.

1. The Availability Service Level for Dedicated Internet Service is 99.9%. Dedicated Internet Service is
   considered unavailable if the Primary Port (the main physical port on a network device to which we deliver
   network services e.g. internet, layer-2, MPLS, etc.) is unable to send or receive traffic. Primary refers to
   the port configured to be used for the network service delivery in normal optimal operational conditions i.e.
   not a redundant port or disaster recovery link.
2. In the event that Dedicated Internet Service becomes unavailable for reasons other than an Scheduled
   Outage, Customer will be entitled to a Service Credit off of the sum of (i) the monthly port charge for the
   affected port (if applicable), and (ii) the actual usage charges, if any, (calculated on a Megabit basis at the
   contracted-for price per Megabit) associated with the affected port for the particular month. Service Credits,
   in each case, are based on the cumulative unavailability of the affected port in a given calendar month as
   set forth in 6.9 Service Credits.
   Delay (Latency). CipherWave commits to average (in a calendar month) latency between the Internet
   access routers of no more than the latency figures in the table below. If delay exceeds these objectives,
   except as the result of an Scheduled Outage, Customer will be entitled to a Service Credit off of the
   monthly port charge for the affected port as set forth below:

   Route	Dedicated Internet Service
   Local Internet Access	≤ 80 ms
   International Internet Access (UK)	≤350 ms

    

   Delay Exceeding Objective	Service Level Credit
   0.1% – 10%	10%
   10.1% – 20%	30%
   20.1% or greater	50%

3. Packet Delivery  refers to network data packets being successfully sent from a sender IP address to
   a receiver IP address and acknowledged as successful. The packet delivery objective is 99.9%.
   Packet delivery is measured as the average number of IP packets transiting the CipherWave network
   that are delivered to the intended destination on the CipherWave network. Measurements are over a
   calendar month, and performance statistics for this SLA will be measured from CipherWave’s
   monitoring systems and compiled into a monthly report. If packet delivery exceeds these objectives
   except as the result of an Excused/Scheduled Outage, Customer will be entitled to a Service Credit
   off of the sum of (i) the monthly port charge for the affected port (if applicable), and (ii) the actual usage
   charges, if any, (calculated on a Megabit basis at the contracted-for price per Megabit) associated with
   the affected port for the particular month as set forth in 6.9 Service Credits.
4. Any unavailable service precluding access to other services except as the result of an
   Excused/Scheduled Outage, Customer will be entitled to a Service Credit off of the monthly service
   charge for the affected service/s as stipulated in the table in 6.9 Service Credits.

1. The Availability Service Level for Broadband Internet Services delivered over Fibre and/or Wireless is
   99.5%. Broadband Internet Service is considered unavailable if the Customer is unable to send or receive
   traffic from the on-premise CipherWave Managed Router and normal environmental conditions (i.e. power
   available, etc.).
2. All You Can Eat (usage based billing) Broadband Internet Services are an uncontended internet service
   and CipherWave undertakes average bandwidth speed within 10% of the subscribed Committed
   Information Rate (CIR) of the Broadband Internet Service.
3. Uncapped Broadband Internet Services are a best effort contended service and CipherWave undertakes
   average bandwidth speed within 30% of the subscribed Committed Information Rate (CIR) of the
   Broadband Internet Service.
4. Fibre based Broadband Internet Services are uncontended between the Customer site and the
   CipherWave Data Centre, unless explicitly stated and CipherWave undertakes the average bandwidth
   speed between the Customer site and the CipherWave Data Centre within 10% of the subscribed
   Committed Information Rate (CIR) of the Fibre link.
5. In the event that Broadband Internet Services becomes unavailable for reasons other than an
   Excused/Scheduled Outage, Customer will be entitled to a Service Credit off of the sum of (i) the line
   rental (fibre/wireless), and (ii) the router rental. Service credits will not apply to any bandwidth usage for
   All You Can Eat services. Service Credits, in each case, are based on the cumulative unavailability of the
   affected service in a given calendar month as set forth in 6.9 Service Credits.

1. CipherWave undertakes that its infrastructure shall be made available with a minimum uptime of 99.9%
   measured monthly. This undertaking covers the availability of all power requirements, components,
   HVAC, fire suppression, security systems, UPS/PDU, appliances, power cabling, and other infrastructure
   or equipment, now or in the future, deemed as a requirement for maintaining the network infrastructure
   and providing CipherWave’s services to Customer. If minimum uptime does not meet these objectives
   except as the result of an Scheduled Outage, Customer will be entitled to a Service Credit off of the
   monthly service charge for data centre co-location services affected by the outage as stipulated in the
   table in 6.9 Service Credits. However, it is specifically agreed that these Service Credits, and the
   granting of them, is solely within the discretion of the Service Provider.
2. CipherWave will monitor the environmental attributes of the datacentre to ensure that temperature
   parameters undertakes 99.9% availability of 26o C + /-  4o C and a relative humidity of 30% + /-  10%, where
   relative humidity is defined as the ratio of water vapour density (mass per unit volume) to saturation
   water vapour density, expressed in a percentage. If environmental attributes does not meet these
   objectives except as the result of an Scheduled Outage, Customer will be entitled to a Service Credit
   off of the monthly service charge as stipulated in the table in 6.9 Service Credits. However, it is
   specifically agreed that these Service Credits, and the granting of them, is solely within the discretion
   of the Service Provider.
3. Both temperature and humidity are daily averages measured in the return air path by the installed
   building management system.
4. Condition:  Equipment to be installed according to supplier’s recommendations, but with no less than
   1U clearance between rack mounted units.
5. Any unavailable service precluding access to other services except as the result of an Scheduled
   Outage, Customer will be entitled to a Service Credit off of the monthly service charge for the affected
   service/s as stipulated in the table in 6.9 Service Credits.

1. The Customer will supply their own Server which shall be placed at the Service Provider hosting facility
   and the Customer shall be responsible for configuring the Server to meet their own specific
   requirements.
2. The Customer remains solely responsible for all aspects of the Server. Service Provider will be and
   undertakes to attend to the responsibilities as set out in paragraph 4, however, it is specifically agreed
   that the Customer leaves its server at the Service Provider’s hosting facility at their absolute sole risk.
   In the event of there being any damage to the Server for any reason whatsoever, which shall include
   any non-compliance with paragraph 4, alternatively, theft and/or fire or for any reason whatsoever, the
   Customer fully indemnifies and hold the Service Provider harmless for any losses and/or any form of
   damage howsoever arising in respect to hosting the Server. In this regard the Customer is referred to
   paragraph 12 of this agreement which pertains to the limitation of liability and the paragraphs
   contained therein are repeated herein.
3. The Customer remains solely responsible for the bandwidth and traffic management of the Server.
   The traffic management and reporting tools provided by Service Provider are provided to assist in this
   process, but do not absolve the Customer of responsibility nor place any such responsibility on Service
   Provider.
4. Should the Subscriber’s Server become the target or source of any form of Distributed Denial of
   Service (D-DOS) attack, Service Provider reserves the right to disconnect the Server from the network
   should it deem that no other solution is possible at that stage.

1. Should the Subscriber Service Contract state that CipherWave is responsible for the management of the
   server operating system (OS), CipherWave undertakes the server OS shall be made available with a
   minimum uptime of 99.9% measured monthly. This undertaking covers the availability of the core OS,
   OS roles installed by CipherWave that are deemed a requirement to provide CipherWave services and
   OS updates performed by CipherWave.
2. This undertaking excludes OS changes and configurations made by Customer or a third party. Any such
   “downtime” that the Customer requires CipherWave to resolve shall be done so according to the time-frames
   and costs as stipulated in Section 5.6 – 5.9 of this agreement.

1. If CipherWave is responsible for the management of certain applications (e.g. Microsoft SQL Server,
   Microsoft Exchange, etc.) and server roles (e.g. Hyper-V, Active Directory, etc.) per this Agreement and
   specified in Schedule A. CipherWave undertakes that these shall be made available with a minimum
   uptime of 99.9% measured monthly. If the managed application uptime does not meet these objectives
   except as the result of an Excused/Scheduled Outage, Customer will be entitled to a Service Credit off of
   the monthly service charge for affected services as stipulated in the table in 6.9 Service Credits.
2. The exclusion of such application uptime undertaking must be explicitly stated within the attached
   schedule. This undertaking excludes OS and or application changes made by Customer or a third party
   that affects the performance of the application. Any “downtime” caused by Customer or third party
   changes is not covered by this MSA and does not count towards the total “downtime” for the measurement
   period. Any such “downtime” that the Customer requires CipherWave to resolve shall be done so
   according to the time-frames and costs as stipulated in Section 5.6 – 5.9 of this agreement.

1. CipherWave undertakes that its CipherCloud Services viz. Hosted Exchange, Hosted SharePoint,
   Hosted Dynamics CRM and Hosted Lync shall be made available with a minimum uptime of 99.9%
   measured monthly.
2. Downtime for each of the services will be defined as:
   1. Hosted Exchange ; Any period of time when end users are unable to send or receive email with
      Outlook Web Access and other mail client e.g. Microsoft Outlook.
   2. Hosted SharePoint ; Any period of time when users are unable to read or write any portion of
      a SharePoint site collection for which they have appropriate permissions.
   3. Hosted Dynamics CRM ; Any period of time when end users are unable to read or write any
      Service data for which they have appropriate permission but shall not include non-availability of
      Service add-on features.
   4. Hosted Lync ; Any period of time when end users are unable to see presence status, conduct
      instant messaging conversations, or initiate online meetings*. (*Online meeting functionality
      applicable only to Hosted Lync Enterprise service)
   5. Virtual Servers ; Any period of time when Customer cannot access their hosted Virtual Server via
      RDP (Remote Desktop Protocol), SSH (Secure Shell), FTP (File Transfer Protocol), HTTP
      (Hypertext Transfer Protocol) and HTTPS (Hypertext Transfer Protocol Secure) and the server
      does not respond to PING/ICMP (Internet Control Message Protocol) from inside and outside of
      the CipherWave network.
3. The Customer is obliged to raise the service ticket and the time calculation will be determined from the
   time the call was logged, until the service is restored. Credits will only be paid subject to the correct
   procedure for the raising of a service ticket. Customer will be entitled to a Service Credit off of the monthly
   service charge for the affected service/s as stipulated in the table in 6.9 Service Credits.

1. In the event that Customer suffers any “downtime” or lack of network or infrastructure availability, the
   Customer shall receive a credit on their account subject to the table below. All requests for credit must
   be made within ten (10) business days from the occurrence of the downtime and must be made in
   writing via a support ticket. All credit requests must be verified by CipherWave staff and credits may
   take up to thirty (30) days to reflect on Customer’s invoice. CipherWave reserves the right to revoke
   any credit for downtime issued where it is later discovered to have been be caused by or attributed to
   Customer activity or external forces not related to CipherWave network or hardware.

   99.9% SLA	Credit	99.5% SLA	Credit
   99.5% – 99.9%	10%	98% – 99.49%	10%
   98% – 99.49%	25%	95% – 97.99%	25%
   95% – 97.99%	50%	90% – 94.99%	50%
   Below 95%	100%	Below 90%	100%

2. If the average uptime over three (3) consecutive calendar months  falls between 90% – 95% on
   99.9% SLA level or  between 85% – 90% on 99.5% SLA level,  the Customer has the right to terminate
   this agreement forthwith, without any penalty, subject to 6.9.4.
3. If the average uptime for any one (1) calendar month  is below 90% on 99.9% SLA level  or below
   85% on 99.5% SLA level , the Customer has the right to terminate this agreement forthwith, without
   penalty, subject to 6.9.4.
4. CipherWave utilises a network monitoring application that is able to accurately verify average
   uptimes. Should the Customer wish to effect termination of this agreement in terms of clause
   6.9.2 and or 6.9.3 above, then CipherWave must first verify that the requirements therein are
   met through CipherWave’s own network monitoring application, which it do in good faith .
5. The Customer must communicate the termination in writing to CipherWave and will be liable for
   payments due up to that date, less any credit allotted to them.

1. Where products and services as detailed in the Service Order/s are owned by
   CipherWave and provided to Customer as a managed rental, spares for such products and services will
   be maintained by CipherWave. In the event of the products and/or equipment being rented to the
   Customer and/or Subscriber then the Customer and/or Subscriber shall be required to enter into a
   separate rental agreement in respect thereof.
   1. If CipherWave has sold hardware to the Customer outright. Therein the Customer owns the
      hardware, and the hardware was sold with a manufacturer/supplier warranty and/or support
      SLA. Customer undertakes to handle the support procedure between the Customer and the
      hardware manufacturer/supplier directly.
      The following clauses (6.10.2 – 6.10.4) exclude wireless and satellite network services:
2. CipherWave warrants and undertakes that in the event of a critical component failure, CipherWave
   shall replace such component(s) at no cost to the Customer within 8 (eight) working hours of the
   service ticket being raised in respect of the failure. Acknowledgement shall be defined as the creation
   of a support ticket for the Customer by the Service Provider concerning the critical failure, and the 8
   (eight) hour Hardware Replacement Undertaking shall begin at this time. Critical components shall be
   defined as one or more of the following components: CPU / Processors, Memory (RAM), Motherboards,
   Network Interface Cards (NIC Cards), Hard Drives, Secondary Hard Drives and Disks.
3. This MSA does not cover any special equipment that the Customer is using that CipherWave does not
   stock replacements for. This includes specialised storage devices, load balancers and networking
   equipment, optical drives, software and operating systems.
4. Failure on the part of CipherWave to replace critical components within 8 (eight) working hours shall
   result in credit being issued to the Customer’s account based on the following formula:
   Credit = ((minutes to replace – 480 minutes) ÷ 44 640 minutes) x overall monthly service fee as per contract.
   All requests for credit must be made within ten (10) days from the occurrence of the critical component
   failure and must be made in writing via a support ticket. All credit requests must be verified by
   CipherWave staff and credits may take up to thirty (30) days to reflect on Customer’s bill. It is further
   agreed that in the event of the request for the credit not being made within 10 (ten) days, then such
   credit will be forfeited and the Subscriber and/or Customer will not be entitled to claim such credits.
   1. It is to be recorded and specifically agreed herein that in the event of the Subscriber and/or
      Customer claiming a credit of which has been approved by the Service Provider, of which
      such approval is solely within the discretion of the Service Provider, the Subscriber and/or
      Customer accept that they will pay the full month’s statement in which the credit request
      arose and which was approved and that the credit shall apply for the month following such
      approval.
5. Limitations on CipherWave Hardware Replacement Undertaking
   CipherWave’s Hardware Replacement Undertaking shall cover the time spent to replace critical
   components after the service ticket is raised by the Customer in respect of the critical component that
   is the cause of the problem or downtime and replacement is the agreed-upon course of action. This
   undertaking does not cover any time spent restoring any operating environment or restoring the
   functionality of a particular server or server environment, including, but not limited to: rebuilding data
   or domains, rebuilding control panels or server consoles, digital certificates, CRON jobs, installing
   operating systems or virtualization software, software components, RAID arrays, or any part of any
   configuration or setup concerning equipment provided to CipherWave by Customer. CipherWave is
   not responsible for any third-party loss due or attributed to any downtime experienced by Customer
   under this agreement.
6. It is specifically agreed that in respect to the spares and hardware replacement undertaking that such
   undertaking is given at the sole discretion and it is specifically agreed between the parties that insofar
   as this paragraph is concerned, that the indemnification and limitation of liability clauses as set out in
   paragraph 12 herein will apply to the spares and hardware replacement undertaking.

1. The Customer shall be responsible for procuring and maintaining, in its name and at its expense, all
   necessary permits (as required by law) and consents (as required by law) for the provision of the
   Service and/or the installation and/or use of the CPE and/or any ancillary equipment for the duration
   of this Agreement.
2. The Customer shall –
   1. ensure all equipment connected to or used in conjunction with the Service is connected or
      used in accordance with applicable South African laws, rules and/or regulations and shall
      obtain the prior written approval of Service Provider before connecting or permitting any third
      party to connect any equipment to any electronic communication system or equipment
      operated by Service Provider or use any Equipment;
   2. ensure that the Service is used strictly in accordance with Service Provider’s Acceptable Use
      Policy. A copy of the Acceptable Use Policy is available upon request. However,
      notwithstanding the fact that it is available upon request the Subscriber and/or Customer
      accepts and acknowledges that they’ve read the Acceptable Use Policy and will be bound to
      the terms thereof.
   3. responsible for its own local area network and infrastructure and shall implement such
      reasonable security measures in respect thereof to ensure that the security of and last mile
      access links provided by Service Provider (e.g. fibre, wireless, etc.) is not compromised;
   4. promptly comply with all notices, instructions or directions given by Service Provider in
      respect of the installation, use or operation of the Service, Software and the CPE;
   5. install, use and maintain all equipment necessary for the provision of the Service in good
      working order (fair wear and tear excepted) in accordance with the specifications, guidelines
      and recommendations of Service Provider and the vendor thereof;
   6. at all times retain custody and control of the CPE at the premises occupied by the Customer
      or such other premises as Service Provider may have approved for such purpose;
   7. use the service for its own internal business purposes and shall not be entitled, either directly
      or indirectly, to transfer, distribute, re-distribute, copy, sell, re-sell, lease, rent, lend, license
      or sub-license the Service, either in whole or in part, in any way whatsoever, to any third
      party without Service Provider’s prior written consent.
3. The Customer shall not –
   1. use or permit the use of the Service or install, connect or link or use (or permit the installation,
      connection, linking or use) of any electronic communications equipment in contravention
      of any South African laws, rules and/or regulations carry out or permit to be carried out any
      additions, improvements, adjustments, modifications, alterations or replacements to the CPE
      without the prior written consent of Service Provider;
   2. use or permit the use of the Service or any electronic communications equipment in any
      manner or for any purpose whatsoever which generates or is likely to generate electronic
      communications traffic which causes or is likely to cause congestion in or disruption of the
      Service offered by Service Provider;.

1. The Customer and/or Subscriber may, from time to time require services from the Service
   Provider.
2. This request will be made by the Customer and/or Subscriber to the Service Provider to the
   e-mail address [email protected].
3. The Service Provider will then generate a Service Order similar to that as set out in
   Annexure “A” hereto of which shall be signed by the Customer and/or Subscriber and
   returned to the Service Provider by either e-mail or fax to [email protected].
4. That Service Order shall contain various information, including the initial period, the product
   and/or service to be provided together with the monthly charge.
5. That Service Order, which cannot unilaterally be withdrawn by the Customer and/or
   Subscriber will be deemed to be accepted by the Customer and/or Subscriber upon the
   Service Provider receiving the Service Order signed by the Customer and/or Subscriber.
6. Completion of the commissioning of services as per the Service Order would be deemed to
   have been achieved upon the Service Provider delivering a Completion Certificate to the
   Customer and/or Subscriber which is to be signed and returned by the Customer and/or
   Subscriber within 5 (five) days of receipt of the Completion Certificate, failing which, the
   Completion Certificate shall be deemed to have been accepted by the Customer and/or
   Subscriber. The effective date is as set out in paragraph 2.9. (Upon delivery of the
   Completion Certificate the services are rendered or capable of being rendered so are we not
   to remove the word “deemed”.)
7. In the event of the Customer and/or Subscriber objecting to the Completion Certificate within
   the prescribed period, then the procedure as set out in paragraph 2.9 shall be followed. In
   this regard it is specifically agreed that in the event of the Customer and/or Subscriber raising
   unreasonable objections to the Completion Certificate shall entitle the Service Provider to,
   without notice, any Service Order/s.

1. Email service incident to [email protected],  or by
2. Telephone call made to 010 541 0000 or 0860 070 070.

1. Associated databases and components are specifically excluded from this SLA and will be the
   responsibility of the Customer.
2. A Software problem or any defect resulting from unauthorised changes made by Customer to the
   Equipment in such a way that the Equipment becomes inconsistent with the environment for which the
   Software or the hardware containing the Software was originally purchased. These changes could
   include t h e type of computer hardware, version of operating system, version of compilers,
   application software, and so on.
3. A Software problem or any defect caused by the negligence of Customer including, but not necessarily
   limited to unauthorised activities in the managed environment (i.e. change control management not
   followed) and/or the data centre according to the CipherWave Data Centre Policy or its employees,
   agents or any other person (other than a person of/through CipherWave).
4. Software problems or failures occasioned by virus infection whether or not virus protection software
   has been installed. The Customer will be solely responsible for ensuring that Product Manufacturer
   recommended anti-virus software is both installed and maintained with the latest versions.
5. All incidents will be followed by an incident report within 72 hours of being resolved and will state cause
   (e.g. action by person, software error, configuration error, hardware failure, etc.) and resolution of the
   issue as well as recommended steps to be taken to mitigate potential reoccurrence of the issue. The
   incident report will also state whether the cause of the incident is covered under this SLA and whether
   or not SLA credits are due.
6. Where service response may result in risk to the safety of the team attending to a raised service ticket.
7. Where service response may result in the team contravening any legal and or safety guidelines or
   regulations. For example – climbing masts in inclement weather.
8. In instances where uptime disruptions are as a result of power outages at the Customer’s site, and the
   Customer has not implemented preventative measures such as uninterruptible power supplies or
   generators.

1. for once-off services (e.g. installation charges) on presentation of invoice and against commissioning
   of the Services.
2. for monthly service charges made monthly in advance within 7 days from date of any relevant
   invoice.
3. via an EFT where the Customer shall have discharged its obligations only upon payment being
   received by CipherWave.

1. Fails to honour the payment without the written consent of CipherWave.
2. Provides CipherWave with an incorrect payment amount.

1. claim specific performance, and/or
2. cancel this Agreement, and/or
3. claim damages.

1. Any modification, maintenance or remedial work is required to be undertaken pertaining in any
   manner whatsoever to the Services or the Network. Service Provider will endeavour to inform the
   Subscriber timeously in the event of planned maintenance.
2. The Subscriber fails to perform any of their obligations, or breaches any terms of the Agreement, in
   which event Service Provider may also suspend the Subscriber’s use of the terminal equipment
   and/or services.

1. a judgment against the Customer remains unsatisfied for a period of 14 (fourteen) days or more
   after it comes, or ought reasonably to have come, to the attention of the Customer;
2. the Customer commits any act of insolvency as set forth in Section 8 of the Insolvency Act 24 of 1936,
   as amended;
3. the Customer makes any arrangement or composition with its creditors generally or ceases or
   threatens to cease trading;
4. the Customer is, other than for the purposes of reconstruction or amalgamation, placed under
   voluntary or compulsory liquidation or under judicial management or under the equivalent of the
   aforegoing;
5. the Customer or any of its directors, shareholders or members is convicted of a criminal offence,
   which in CipherWave’s opinion would impact negatively upon CipherWave.
6. the Service Provider’s Licence is revoked, terminated or amended for any reason whatsoever.
   11.6.7 the Customer commits a material breach of the agreement.

1. May at any time after that breach exercise any right that became exercisable directly or indirectly as
   a result of the breach, unless the aggrieved party has expressly elected in writing of a clear and
   unambiguous conduct, amounting to more than mere delay, not to exercise the right. In particular,
   acceptance of late performance shall for a reasonable period after performance be provisional only,
   and the aggrieved party may still exercise that right during that period.
2. Shall not be stopped (prevented) from exercising its rights arising out of a breach, despite the fact
   that the aggrieved party may have elected or agreed on one or more previous occasions not to
   exercise the rights arising out of any same/similar breach or breaches.

1. Notify credit bureaus of the Subscriber’s default; and
2. Blacklist the equipment to prevent the further use thereof. Once the terminal has been blacklisted,
   the Service Provider shall be entitled to remove or recover the terminal equipment from the site
   where it is stationed without notice to the Subscriber.

1. Service Provider fails for any reason whatsoever to supply and/or deliver and/or provide installation
   of any terminal equipment either on the required date or at all; and/or
2. The Services are interrupted, suspended or terminated for whatever reason; and/or
3. Service Provider fails to suspend the provision of the Services to the Subscriber in terms of an
   arrangement between Service Provider and the Subscriber or after the Subscriber has specifically
   requested Service Provider to do so in order to limit the charges; and/or
4. Such loss or damage was caused by any gross or otherwise negligent act or omission on
   the part of Service Provider, its employees or its agents.

1. the interpretation or performance of any of the terms;
2. any of the parties’ rights and obligations; or
3. any procedure to be followed; or
4. the termination or cancellation of this Agreement; or
5. the rectification of this Agreement; or
6. claim for damages by Service Provider.
   then that dispute or difference may be submitted to the two parties’ Chief Executives for resolution.
   Should the Chief Executives fail to resolve dispute within 7 working days, the dispute may be
   referred to arbitration in accordance with the following provisions:
7. the arbitration proceedings shall be conducted in accordance with the rules of the Arbitration
   Foundation of South Africa;
8. the arbitration proceedings shall be held on an informal basis, it being the intention that a decision
   should be reached as expeditiously and as inexpensively as possible, subject only to the due
   observance of the principles of justice;
9. each party to the dispute shall be entitled to be represented at the arbitration proceedings by legal
   representative or representatives or any other expert or specialist retained by that party;
10. the arbitrator shall:
    1. if the matter in dispute is primarily a legal matter, be a practicing counsel of not less
       than 10 (ten) years’ experience as such, to be agreed upon between the parties, and
       failing agreement, to be nominated by the Arbitration Foundation of South Africa
       (AFSA);
    2. if the matter in dispute is primarily an accounting matter, the arbitrator shall be a
       chartered accountant of not less than 10 (ten) years’ experience as such to be agreed
       upon between the parties, and failing agreement, to be nominated by the chairman for
       the time being of the Public Accountants and Auditors Board;
    3. if the matter in dispute relates to any matter not being primarily a legal and/or
       accounting matter, or if the parties are unable to agree on the nature of the matter of
       dispute, be such other person having an appropriate knowledge, as may be agreed
       upon between the parties, and failing agreement, nominated by AFSA;
11. the decision of the arbitrator shall be final and binding upon the parties and capable of being made
    an order of a competent court on application by any party;
12. the terms of this Agreement shall not preclude any party from applying to a competent court for a
    temporary interdict or other relief of an urgent and temporary nature, pending the award of the
    arbitrator;
13. the costs of and incidental to any arbitration proceedings shall be in the discretion of the arbitrator
    who shall be entitled to direct that the costs be determined as between party-and-party, between
    attorney-and-client, or as between attorney-and-own-client.

1. in Johannesburg ;
2. in accordance with such formalities and/or procedures as may be settled by the arbitrator and may
   be held in an informal and summary manner, on the basis that it shall not be necessary to observe
   or carry out the usual formalities of procedure, pleadings and/or discovery or respect rules of
   evidence.

1. forthwith return to the disclosing Party all Confidential Information in its or its employees’ possession
   or under its or its employees’ control;
2. not retain or withhold any copies of such Confidential Information.

1. forthwith to request the Subscriber to remove such Content; and/or
2. forthwith to require the Subscriber to amend or modify such Content; and/or
3. without notice to the Subscriber terminate access to any Product(s) and/or Service(s) and/or
   suspend or terminate any Service(s); and/or
4. without notice to delete the offending Content.

1. is delivered by hand during the Normal Business Hours of the addressee at the addressee’s
   domicilium  shall be deemed, unless the contrary is proven by the addressee, to have been received
   by the addressee at the time of delivery;
2. is posted by prepaid registered post from an address within the Republic of South Africa to the
   addressee at the addressee’s domicilium  shall be deemed, unless the contrary is proven by the
   addressee, to have been received by the addressee on the 10th day after the date of posting;
3. is sent by facsimile, shall be deemed, until the contrary is proven by the addressee, to have been
   received within one hour of transmission where it is transmitted during business hours of the
   receiving instrument or at noon on the following Business day (excluding Saturdays and
   Sundays) where it is transmitted outside such business hours.

1. supplied by Service Provider on a loan or rental basis, shall remain vested in Service Provider;
2. purchased by the Subscriber from Service Provider and supplied by Service Provider either free of
   charge or at a subsidised price shall remain vested in Service Provider for the duration of the initial
   period of the Service Schedule in terms of which it is supplied; and
3. at Service Provider’s listed price shall remain vested in Service Provider until the Subscriber has
   made payment therefore in full to Service Provider.

1. the Equipment and/or Network Equipment shall pass to the Subscriber upon delivery thereof and
   the Subscriber shall be liable for any and all loss, theft or destruction of or damage thereto,
   howsoever arising.
2. In the event of damage to or the loss, theft or destruction of the Equipment and/or Network
   Equipment or any portion thereof, the Subscriber shall be obliged to pay to Service Provider the cost
   of replacing and/or making good the Equipment and/or Network Equipment so damaged, lost,
   stolen or destroyed.

1. to display in relation to the Equipment and/or Network Equipment no lesser degree of care than it
   would, had same belonged to it, and shall take all reasonably necessary precautions to avoid
   loss, theft or destruction of or damage to the Equipment and/or the Network Equipment;
2. not to, in any manner, alienate, encumber or otherwise dispose of the Equipment and/or the Network
   Equipment;
3. not to procure repair or maintenance of the Equipment and/or the Network Equipment by any third
   party without the prior written consent of Service Provider or in any other manner tamper with
   the Equipment and/or the Network Equipment.

1. The Subscriber warrants that any statement made to Service Provider in respect of its Threshold
   Values is accurate.
2. If the Subscriber claims that all the Threshold Values are below the relevant value, or otherwise
   that the CPA applies to the transaction in question, Service Provider may at its instance require
   the Subscriber to provide it with financial statements as proof thereof.
3. If the Subscriber misstates the Threshold Values in such a way that Service Provider considers
   for a period that the transaction is subject to the CPA when it is not, all provisions of this Agreement
   that do not apply to transactions subject to the CPA shall retroactively apply to the transaction in
   question, and the Subscriber shall be liable for any damage sustained by Service Provide resulting
   from such misstatement.

1. If Service Provider has supplied Equipment to enable the Subscriber to utilise the Services in the
   circumstances set out in clause 20.4, defects in the Equipment will be dealt with as described in
   clause 20.5.

1. replace the Equipment; or
2. refund to Subscriber the Once Off Cost applicable thereto.