MASTER SERVICES AGREEMENT

In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them hereunder and cognate expressions bear corresponding meanings –

3.1 The Customer appoints African Fibre Networks (Private) Limited (herein referred to as AFINET) to provide the Services under this Agreement, and AFINET accepts this appointment. AFINET may appoint a third party to deliver the Services by giving the Customer written notice, but AFINET will remain responsible for ensuring all obligations are properly performed.

4.1 This Agreement shall come into operation on, and be effective from, the Signature Date.

4.2 Subject to any contrary provisions of this Agreement, it shall endure for an indefinite period of time subject to the right of either Party to terminate it on 3 (three) months prior written notice to the other Party provided that, notwithstanding such termination, this Agreement shall continue to apply to any COF which has not expired.

5.1 To obtain Services, the Customer must submit a COF to AFINET in the format specified in the relevant Annexures. AFINET will accept or reject the COF in writing within 5 Business Days. Accepted COFs become part of this Agreement, and AFINET is not required to provide Services until a COF is accepted.

5.2 AFINET reserves the right to utilise any spare capacity or equipment that it has installed to provide the Services to the Customer for the purpose of providing services to other AFINET customers, provided that such use of spare capacity or equipment does not have an adverse effect on the provision of the Services to the Customer.

5.3 The Customer shall only use the Services in accordance with this Agreement and in accordance with a GSM Licence or IAP Licence, if applicable or appropriate, issued to it by POTRAZ in terms of the PTA.

5.4 The Customer shall ensure that the Services are not used in a manner that constitutes an infringement of any rights of AFINET or any third party, or for any illegal, fraudulent or unauthorised activities. The Customer shall further ensure that it and its customers do not by any act or omission, damage, interfere with or impede the operation of the Services or Network provided by AFINET

5.5 Where the Customer becomes aware that any violation or contravention of this Clause 5 has, or is likely to, occur, it will cooperate and provide AFINET with the necessary information to assist in identifying, preventing or remedying or rectifying such violation or contravention.

5.6 Each COF shall constitute an agreement between the Parties subject to the terms and conditions of this Agreement.

5.7 During this Agreement, AFINET may require COFs to be submitted electronically via email, mobile apps, web portals, or other interfaces. To implement this, AFINET and the Customer will sign an Annexure specifying the electronic methods, required information, and how both Parties will authorize the COFs

6.1 The Customer shall pay to AFINET, on or before the Due Date, the fees and charges specified in each COF. The fees and charges, as specified, in respect of any period which is less than a full month, shall be adjusted proportionately.

6.2 The monthly fees and charges set out in each applicable COF shall be fixed for the duration and AFINET shall be entitled to adjust the monthly fees and charges as a result of any changes in the economic or regulatory environment or due to any government-imposed factors that impact on such fees and charges.

6.3.1 If the Customer wishes to dispute, in good faith, any charge appearing on any invoice, it shall notify AFINET in writing of such dispute within 30 (thirty) days from date of such invoice. Any such notification shall refer to the specific invoice under dispute and the grounds for the dispute. The Customer's failure to raise a dispute within 30 (thirty) days from date of invoice shall deem the invoice true and correct.

6.3.2 After notifying AFINET of the dispute in connection with any particular invoice, the Customer shall continue to make payment in respect of the disputed invoice and AFINET shall remain obliged to pay all undisputed amounts reflected on such invoice by the due date. The Customer may withhold payment of the disputed portion pending resolution of the dispute, and AFINET shall continue to provide the Services to the Customer as contemplated in this Agreement.

6.3.3 The Parties shall attempt, in good faith, to resolve all disputes arising between them. The outcome shall be recorded in writing, and a Party shall have a period of 14 (fourteen) days from the date of resolution of the dispute within which to make payment of the disputed amount to the other, should the Parties resolve that payment or part thereof should be so made

If the Customer causes any delay to the project or services — including, without limitation, failing to provide timely site access, complete site readiness, power, server rooms, network cabinets, or other infrastructure necessary for service activation — then:

The Service Provider shall notify the Customer promptly in writing once its scope has been completed and the service is ready for activation.

AFINET shall provide and maintain the Services in accordance with any applicable Service Level Agreements.

8.1 AFINET shall invoice the Customer for each Service provided under this Agreement from the Service Commencement Date.

8.2 On or before the 7th day of every month, AFINET shall submit to the Customer an invoice and statement reflecting the fees and charges payable for the immediately succeeding month. The Customer shall pay the fees and charges so reflected within 30 (thirty) days. All payments made by the Customer to AFINET in terms of this Agreement shall be deposited into the bank account stipulated by AFINET from time to time.

8.3 If the monthly rental, or any other amount due in terms of this Agreement, is not paid or paid in full, as stipulated, then such arrear amount shall bear compound interest at the Prime Rate plus 5% (five per cent) calculated from the date on which such amount became due and payable until the date on which it is actually paid. The rental, as specified, in respect of any period during the currency of this Agreement, which is less than a full month, shall be adjusted proportionately.

8.4 The rental payable shall be paid free of deduction and set-off. It is specifically recorded that, should the Customer wish AFINET to build the access to its property, the cost thereof shall be payable by the Customer to AFINET within 30 (thirty) days of AFINET submitting an invoice to the Customer.

9.1 Should cable strands or cables utilised by AFINET to deliver any of the Services to the Customer be destroyed or damaged to an extent which prevents the Customer from having the beneficial use thereof, the Customer shall, provided that the destruction or damage was not caused by the negligence and/or wilful acts or omissions on the part of AFINET, have no claim of any nature whatsoever against AFINET as a result thereof, no matter how such destruction or damage was caused. AFINET shall, however, at its cost and as rapidly as circumstances allow, repair the affected cable strands or cables.

9.2 If the total or partial destruction of cable strands or cables utilised by AFINET to deliver any of the Services to the Customer, is caused by any wilful act or omission of the Customer or of any person for whose acts or omissions the Customer is vicariously liable at law, the Customer shall be liable to AFINET for all damages suffered by AFINET as a result of and in connection with such total or partial destruction.

10.1 Each Party ("Indemnifying Party") agrees to protect the other ("Innocent Party") from any liability, losses, fines, or reasonable costs resulting from unlawful acts, omissions, or breaches of this Agreement by the Indemnifying Party or its employees, agents, or subcontractors.

10.2 If any person makes a claim, suit, or demand against the Innocent Party that could result in liability for the Indemnifying Party, the Innocent Party must notify the Indemnifying Party in writing as soon as reasonably possible after becoming aware of it.

10.3 Neither Party shall be required to indemnify the other for any loss, liability, cost, charge or expense to the extent it results from the other Party's own breach, act or omission under this Agreement.

10.4 The Indemnifying Party shall not be liable for any indirect, special and/or consequential damages, including, loss of profits, except in cases of unlawful, negligent and/or wilful acts or omissions by AFINET, its agents, sub-contractors and/or employees.

10.5 The Customer shall not have any claim of any nature whatsoever against AFINET for any loss, damage (whether general, special or consequential), expense or injury which may be suffered by the Customer, directly or indirectly;

10.6 AFINET shall not be liable for loss, damage, expense or injury which may be arising from latent defects in the ducts constructed by it which may affect the cable strands or cables leased by the Customer, or any theft of any part of such ducts, or arising out of vis majeure or casus fortuitous.

10.7 These limitations shall not apply if AFINET fails to remedy a material breach after receiving written notice from Customer, allowing 14 Business Days for rectification, in which case the Customer may enforce its rights and remedies.

10.8 Any liability for damages (excluding rental payable) by either Party in terms of this clause 10 shall be limited to the value of the relevant COF.

11.1 AFINET reserves the right to suspend services, in whole or in part, if the Client fails to maintain creditworthiness as defined in AFINET's Credit Policy. Suspension may occur without prior notice if the Client exceeds agreed credit limits, defaults on payment obligations, or fails to provide required financial guarantees. Services will resume only upon rectification of the credit breach and at AFINET's sole discretion.

11.2 The exercise by AFINET of its right to suspend the Services is without prejudice to any other remedy available to AFINET under this Agreement and does not constitute a waiver of the right of AFINET to subsequently terminate the Agreement and/or relevant COF.

12.1 If a Party takes steps to place itself, or is placed, in liquidation, whether voluntary or compulsory, in either case whether provisionally or finally: deregister itself or is deregistered, or initiates business rescue/judicial management operations; such Party shall be in default.

12.2 If a Party is in default as envisaged in clause 12.1, the aggrieved Party may, without prejudice to any other rights or remedies to which it may be entitled at law, or in terms of this Agreement, forthwith terminate this Agreement and all COFs.

13.1 Should either Party (the "Defaulting Party"):

13.2 Should AFINET terminate this Agreement and the Customer disputes AFINET's right to do so and continues to make beneficial use of the Services, then, pending the determination of the dispute, the following shall apply:

13.3.1 Without prejudice to any rights and remedies that may have accrued, either Party may terminate this Agreement by providing the other Party with 30 (thirty) days written notice of its intention to do so if the other Party:

13.4 AFINET shall be entitled to terminate this Agreement in whole or in part as to any Services if AFINET has not received payment of any amount due to it hereunder in respect of such Services within 7 (seven) days of its Due Date.

13.4.1 A Party shall be entitled to terminate this Agreement in whole or in part as to any Services, where the other Party commits a material breach of any of its obligations under this Agreement which is incapable of being remedied or, if capable of being remedied, is not cured within 14 (fourteen) days after receipt of notice from the other Party of such breach.

13.4.2 In the event that there is a breach by a Party of any of the terms of this Agreement, which is not material, the other Party shall be entitled to provide the Party in breach with a written notice of 30 (thirty) days to remedy such breach. If the Party in breach fails to remedy, where it is capable of remedy, or persists in such breach after having been so notified, the other Party shall be entitled to terminate this Agreement in whole or in part as to any Services upon expiry of the 30 (thirty) days' notice period.

14.1 The Parties shall first attempt to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, through good faith negotiations and amicable settlement. If the Parties are unable to resolve the dispute through such discussions, it shall be referred to and finally resolved by arbitration in Harare, Zimbabwe, in accordance with the Arbitration Act [Chapter 7:15]. The arbitration shall be conducted by a single arbitrator appointed by agreement between the Parties, or, failing such agreement, by the Commercial Arbitration Centre in Harare. The decision of the arbitrator shall be final and binding on the Parties. However, should the arbitration process fail to resolve the dispute, either Party shall be entitled to refer the matter to the High Court of Zimbabwe for determination.

14.2 Payment disputes may be referred to auditors agreed by the Parties, or if not agreed, to auditors nominated by the President of the Zimbabwe Institute of Chartered Accountants. The auditors act as experts, not arbitrators, and their decision is final except for manifest error. Any amount due or overpaid, including interest, must be settled within 5 Business Days

14.3 The Parties shall maintain, keep and retain invoices, accurate books of account and other relevant payment and accounting information in terms of applicable statutory provisions.

14.4 Notwithstanding any dispute between the Parties as to any payment, the Parties shall, throughout the term of this Agreement, remain obliged to observe and perform their obligations in terms of this Agreement and to pay any amounts

14.5 These provisions represent the Parties' permanent agreement to any proceedings under them and remain effective even if the rest of this Agreement is terminated or becomes invalid

15.1 The Parties choose the addresses set out on the first page of this Agreement as their respective domicilia citandi et executandi for the purposes of giving or sending any notice provided for or required under this Agreement.

15.2 A Party may change its domicilium or its address for the purposes of notices to any other physical address by written notice to the other Party to that effect. Such changes of address will be effected 5 (five) Business Days after receipt of the notice of the change.

15.3 All notices to be given in terms of this Agreement will be given in writing and will if delivered by hand during Business Hours be presumed to have been received on the date of delivery. Any notice delivered after Business Hours or on a day that is not a Business Day, will be presumed to have been received on the following Business Day.

15.4 Notwithstanding the above, any notice given in writing, and received by the Party to whom the notice is addressed will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 15.

16.1 Force Majeure in respect of any Party means an event beyond the reasonable control of that Party, its contractors or sub-contractors not caused by its fault or negligence of that Party and was not reasonably foreseeable that materially prevents it from performing its obligations under this Agreement. Examples including but not limited to war, civil unrest, terrorism, natural disasters (earthquake, flood, storm, epidemic), industrial action not caused by the Party, acts of authorities, explosions, fires, or theft.

16.2 If a Force Majeure event prevents a Party ("Affected Party") from performing any of its obligations under the Agreement, the affected Party will be granted an extension to perform the relevant obligation. The Affected Party is obliged to notify the other Party about the event and its impact, and such notification can be through hand delivery at the chosen address of either party. Once the Force Majeure Event ends, the Affected Party shall immediately notify the other Party resume performance.

16.3 If some obligations are affected, the Affected Party remains liable for the performance of those obligations not affected by Force Majeure. If the Customer is the Affected Party and a Force Majeure Event occurs continuously for a period of 4 (four) months or longer, then the Customer may at the expiry of such period, provided the Force Majeure Event is still subsisting, give notice in writing to the Affected Party terminating the applicable COF.

16.4 Where AFINET is the Affected Party and a Force Majeure Event continues for a period of 4 (four) months; the Customer has not exercised its rights and the Force Majeure Event is subsisting, AFINET may give written notice to the Customer terminate the Agreement and/or applicable COF.

17.1 Each Party shall keep confidential all information concerning the other Party and any of the other Party's subsidiaries, agents, assigns or representatives, their business activities, subscribers, business, operation systems, software and other sensitive information ("Confidential Information") and shall not disclose it without prior consent.

17.2 Each Party shall ensure that each of its employees, sub-contractors and agents and any other person involved in the performance of this Agreement will comply with this confidentiality clause. The Party shall be responsible for any breach by such individuals as if such breach were committed by the Party itself.

17.3 The Parties shall ensure that any sub-contractor executes an undertaking to be bound by similar confidentiality obligations.

17.4 The obligations of confidentiality under this clause shall not apply to information:

17.5 Each Party indemnifies the other and its subsidiaries against all loss (including reasonable legal costs) or liability directly or indirectly incurred or suffered as a result of any breach of this clause 17 by itself or any of its subsidiaries, employees, representatives, sub-contractors or agents, without limitation.

Each Party hereto acknowledges that in dealing with the other pursuant to this Agreement, such Party will come across information which is confidential and proprietary to the other Party, disclosure or use of which might result in damage or loss to the business or affairs of such Party. It is therefore agreed that each Party shall keep all such information confidential and shall not disclose or use such information without the prior written consent of the other Party. Each Party shall comply with the Data Protection Act [Chapter 11:12] and any other applicable data protection laws in handling any data provided by the Customer, including personal or confidential data. Each Party shall implement appropriate technical and organizational measures to ensure data security, prevent unauthorized access, and immediately notify the other party of any data breach or security incident affecting the other Party's data. Each Party does not retain, disclose, or use such data for any purpose other than providing the Services under this Agreement.

Nothing contained in this Agreement shall be construed to confer or be deemed to confer on either Party the Intellectual Property Rights of the other Party.

19.1 The Customer may not cede, assign, transfer, convey or otherwise dispose of its rights, duties or liabilities under this Agreement or any COF without the prior written consent of AFINET.

19.2 The Customer acknowledges that AFINET may enter into financing arrangements with finance parties and that the finance parties may require a cession and assignment of AFINET's rights and obligations under this Agreement.

The Parties shall co-operate and consult in good faith to implement this Agreement and achieve the and objectives of this Agreement.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency and neither Party shall have power or authority to bind the other.

This Agreement constitutes the entire understanding between the Parties, and no representations or warranties exist other than those recorded herein. Any amendment, waiver, or cancellation shall be valid only if in writing and signed by both Parties. No indulgence, extension of time, or failure to enforce rights shall constitute a waiver or prevent a Party from enforcing strict compliance with this Agreement at any time.

Each Party shall pay its own costs of and incidental to the preparation, drawing, finalising and execution of this Agreement, including incidental negotiations, consultations and attendances.

This Agreement constitutes the entire agreement between the Parties as to the subject matter and supersedes all previous agreements between the Parties, whether oral or written.

27.1 This Agreement is signed by the Parties on the dates and at the places indicated.

27.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. Any electronic, faxed or scanned counterpart will be deemed to be a valid counterpart to this Agreement.

27.3 The persons signing this Agreement in a representative capacity warrant their authority to do so.

27.4 Each Party warrants to the other that it has the necessary rights, licences and authorities to enter into and perform its obligations in terms of the Agreement.