1.1 "Agreement" means this document, as well as schedules and addendums attached to it including but without limitation the Service Level Agreements and all Service Orders, which form part of the Agreement; 1.2 "Business Day" means Monday to Friday, excluding public holidays in the Republic of South Africa; 1.3 "Rack" means the physical space allocated for the sole use of the Customer as more fully described in a Service Order, which is segregated by means of a physically separate cage structure with independent, secured access, within the main Colocation area; 1.4 “White Space” means the space allocated for IT equipment or the space where IT equipment is placed. It includes servers, storage, network gear, racks, air conditioning, power distribution systems and fire detection and suppression; 1.5 “Co-located Equipment" means the equipment installed at the Premises by the Customer subject to a Service Order and includes without limitation servers, peripherals, routers, switches, software, databases, data cables, and uninterruptible power supplies; 1.6 "Colocation" means the provision of an empty Rack for the installation of equipment by the Customer with necessary power in a secure, controlled environment; 1.7 "Commencement Date" means the date on which specific Services commence, being the Ready for Service Date/Commencement Date, as specified on a Service Order, or such other date as may be agreed between the Parties in writing; 1.8 "Contract Term" means the period for which particular Service Orders will endure, as specified in such Service Orders; 1.9 “Confidential Information”means any information or data in whatever form or medium whether tangible or intangible, oral or in writing, including but not limited to, documents, materials or data which by its nature or content is or should reasonably be identifiable as confidential and/or proprietary to the Disclosing Party or which is provided or disclosed in confidence or is marked as confidential information by the Disclosing Party, and of which the Receiving Party may obtain knowledge through or as a result of the relationship created in terms of this Agreement, access to the Disclosing Party and/or the Disclosing Party’s premises, or communications with the Disclosing Party’s employees, representatives or independent contractors. Without limiting the generality of the foregoing, “Confidential Information” shall include but is not limited to ideas, concepts, business plans, strategies, financial statements, pricing data, operations, inventions, discoveries, formulae, processes, designs, specifications, drawings, prototypes, sample, improvements, developments, applications, marketing data, Client names, projections, trademarks, trade names, and trade secrets, any commercial, financial, technical or strategic information, whether or not the same are or may be patented, registered, or otherwise publicly protected; 1.10 "CPI" means the latest available year on year increase in the Consumer Price Index (metropolitan areas, all items) as published by Statistics South Africa as at the effective date of increase; 1.11 "Effective Date" means in respect of the Master Service Agreement, the date designated as such on the signature page, or failing such designation, the Signature Date; 1.12 “Disclosing Party” means either Ultra DC or the Customer, as the case may be; 1.13 "Fee" means the fees and charges to be paid by the Customer to Ultra DC in respect of a Service provided by Ultra DC in terms of a Service Order; 1.14 "Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced service provider engaged in the provision of similar Services seeking in good faith to comply with its contractual obligations, complying with all applicable laws, codes of professional conduct, relevant codes of practice, relevant standards, building regulations, all conditions of planning and other consents; 1.15 "Intellectual Property" means any know-how (not in the public domain); invention (whether or not patented); design, trademark, or copyright material (whether or not registered); 1.16 "Master Services Agreement" means this document comprising clauses 1 to 27 and excludes any Schedules and Addendums hereto; 1.17 "Parties" means collectively Ultra DC and the Customer and the term "Party" refers to either one of them as the context may require; 1.18 "Personnel" means any director, employee, agent, consultant, contractor or other representatives of a Party involved in the execution of their rights and obligations under this Agreement; 1.19 "Prime Rate" means the publicly quoted prime rate of interest (percent, per annum) from time to time charged by Standard Bank Limited, as certified by any manager of such bank, whose appointment and authority it shall not be necessary to prove, calculated daily and compounded monthly in arrears; 1.20 "Premises" means the building in respect of which Ultra DC makes Sites available and provides the Services; 1.21 “Receiving Party” means either Ultra DC or the Customer, as the case may be; 1.22 "Service" means a service provided by Ultra DC to the Customer in terms of a Service Order which Services includes the Ultra DC equipment, which consists of either all, or a combination of, or one of the equipment set-out in clause 1.29. A description of the equipment used in relation to Services is set out in clause 1.29; 1.23 "Service Level Agreement" means the document attached hereto as Schedule 1; 1.24 "Service Order" means a goods, licence, services or work order agreed to and signed by both the Parties pursuant to this Master Services Agreement describing the specific Services to be provided by Ultra DC to the Customer, including all additional terms and conditions relating to such Service. The initial Service Orders are attached to Schedule 2; 1.25 "Signature Date" means the date of the last-dated signature of this Agreement by a Party; 1.26 "Site" means the area allocated to the Customer by Ultra DC for purposes as specified on the Service Order; 1.27 "Time and Materials" means Ultra DC’s standard time and materials fees and charges applicable from time to time in respect of any service or installation that the Customer may request Ultra DC to perform on the Customer’s behalf, which is not part of the standard service offering, including, without limitation specialised cabling, equipment mounting, cabinet modifications and other similar services; and 1.28 "Website" means Ultra DC’s website at www.ultradc.co.za 1.29 “Description of Services Equipment” means either one of, or all of the following: 1.29.1 “Smart Full/Half/Quarter Rack in Shared Data Hall” means fully enclosed 42U/21U/11U equipment rack located within a shared data hall environment, equipped with integrated monitoring capabilities and biometric access controls to ensure security, visibility, and operational management. 1.29.2 “Power per 1.1 kVA (1 kW)” means a power licensing unit representing an allocation of 1.1 kVA (equivalent to approximately 1 kW usable power), provisioned and billed in incremental units as part of a subscription-based model 1.29.3 “Cross Connect (Within Halls)” means a physical or logical connection provisioned between customer environments within the same data hall, enabling direct communication between racks, cages, or equipment without traversing external networks 1.29.4 “Cross Connect (Between Halls)” means a physical or logical connection provisioned between customer environments located in different data halls, enabling connectivity across separate facilities or hall segments. 1.29.5 “Core Infrastructure Port” means a chargeable network interface port provided on the provider’s core infrastructure equipment, enabling the customer to connect their equipment to shared or managed network services. 1.29.6 “1 Gbps Redundant Backhaul to Teraco Isando” means a resilient network service providing up to 1 Gbps bandwidth via redundant paths between the provider’s infrastructure and Teraco Isando, ensuring high availability and fault tolerance 1.29.7 “Teraco Isando Cross Connect” means a cross-connect service and associated fee required to establish physical or logical connectivity between the provider’s environment and customer infrastructure located within Teraco Isando 1.29.8 “Internet Breakout (100 Mbps Increments)” means a metered internet access service provided in scalable increments of 100 Mbps, allowing customers to increase or decrease bandwidth capacity based on operational requirements 1.29.9 “1Gbps/10Gbps Core Infrastructure Port” means a chargeable 1 Gbps/10 Gbps network interface port provisioned on the provider’s core infrastructure equipment, enabling the customer to connect their equipment to shared or managed network services 1.29.10 “Layer-2 Gigabit to Teraco Isando” is a dedicated Layer 2 (Ethernet) connectivity service providing up to 1 Gbps bandwidth between the provider’s infrastructure and customer equipment located at Teraco Isando, allowing transparent network extension without Layer 3 routing 1.29.11 “Layer-2 Gigabit to National Data Centre List” is a dedicated Layer 2 (Ethernet) connectivity service providing up to 1 Gbps bandwidth between the provider’s infrastructure and customer equipment located at approved national data centre facilities, enabling seamless network extension across multiple sites 1.29.12 “100Mbps/1/10Gbps Dedicated Internet Breakout” A dedicated internet access service providing 100 Mbps/1/10Gbps of uncontended bandwidth, reserved exclusively for the customer, ensuring consistent performance and throughput 1.29.13 “100Mbps/1/10Gbps Broadband Internet Breakout” means a shared (contended) internet access service providing up to 100 Mbps bandwidth, delivered over a broadband architecture where capacity is shared among multiple users 1.29.14 “High-Site Rental (with Backup Power)” is the provision of space on a telecommunications high site, including access to backup power systems (such as generators and/or battery backup), to support continuous operation of customer equipment during power outages 1.29.15 “High-Site Rental (no Backup Power)” is the provision of space on a telecommunications high site without backup power infrastructure, where customer equipment operation is dependent solely on primary power availability

2.1 Except where specifically provided to the contrary in a Service Order and then only to the extent so specified, each Service Order shall be subject to this Master Services Agreement. Insofar as any term or condition in a Service Order conflicts with the Master Services Agreement, the provisions of the Service Order shall prevail to the extent only of that conflict. 2.2 Save where expressly provided to the contrary, the terms and conditions of one Service Order shall not apply to any other Service Order.

3.1 The Master Services Agreement shall commence on the Effective Date and shall continue thereafter indefinitely until terminated. Each Service Order shall commence on the relevant Commencement Date. 3.2 Either Party may terminate this Master Services Agreement by giving 60 (sixty) days prior written notice to the other Party. The effect of terminating the Master Services Agreement will be to terminate the ability of either Party to enter into subsequent Service Orders that incorporate the terms of the Master Services Agreement. Termination of the Master Services Agreement in terms of this clause will not by itself result in the termination of any Service Orders previously entered into, or extensions of the same, that incorporate the terms of the Master Services Agreement. The terms of the Master Services Agreement will continue in effect for purposes of such Service Orders for the duration thereof. 3.3 Each Service Order shall endure for the Contract Term in months stipulated therein, where after it shall automatically renew on the same terms and conditions ("Renewal Term"), subject to the right of either Party to terminate a Service Order with effect from the end of the Contract Term or a Renewal Term (as the case may be) on no less than 60 (sixty) days written notice to the other Party.

4.1 The Customer hereby appoints Ultra DC to provide the Services and facilities as set out in the accepted and signed Service Orders.

5.1 The Customer shall be liable for and shall pay the Fees in respect of Services supplied pursuant to this Agreement on the basis set out in the Service Orders. 5.2 In respect of Power Availability Licenses, the Customer subscribes for a specific band of power usage. Should Customer use in excess of the allocated power band: 5.2.1 Ultra DC will, subject to clause 5.2.2, bill the Customer for such excess usage at the unit rate set out in the Service Order per additional 1.1KVA of power utilised by the Customer in the relevant month; and 5.2.2 if the Customer exceeds the allocated power usage band on a second occasion during any 12 (twelve) month period, the Customer will automatically be upgraded into the relevant power usage band and be billed accordingly by Ultra DC on the basis contemplated in clause 5.3.1. 5.3 Unless otherwise agreed upon in writing, in terms of a Service Order: 5.3.1 all Fees shall be invoiced by Ultra DC monthly in advance and paid in full within 30 (thirty) calendar days of the date of Ultra DC’s invoice; 5.3.2 all fees invoiced by Ultra DC, shall be for a full calendar month, back dated to the 1st of the month in the month during which the Services commence; 5.3.3 a final invoice will be issued including the calendar month preceding the anniversary of the Service Order. Services however will continue until the anniversary date of the Service Order and the subsequent renewal in terms of clause 3.3; 5.3.4 notwithstanding the provisions of clause 5.3.1, any fees incurred on a Time and Materials basis shall be billed monthly in arrears and shall be payable by the Customer within 30 (thirty) calendar days of the date of Ultra DC’s invoice in respect thereof; and 5.3.5 the Fees referred to in this Agreement exclude all taxes (including, without limitation, value added tax and other taxes levied in any jurisdiction but excluding taxes based on the income of Ultra DC, duties, tariffs, rates, levies other governmental charges or expenses payable in respect of the Services), all of which shall be payable by the Customer in addition to the Fees stipulated in this Agreement. 5.4 Should the Customer dispute any amount reflected in any invoice in good faith, the Customer shall advise Ultra DC of such disputed amounts, together with the reasons for disputing same, in writing within 30 (thirty) days of any invoice, provided that: 5.4.1 if the Customer fails to notify Ultra DC of any such dispute within such 30 (thirty) day period, the Customer shall notwithstanding any dispute, nonetheless pay such amounts to Ultra DC; 5.4.2 the Customer shall pay all undisputed amounts in respect of such invoice; and the Customer shall not be entitled to withhold any such amount pending resolution of the dispute; 5.4.3 to the extent that the Customer wrongfully withholds any amounts due in terms of clauses 5.4.1 or 5.4.2, such wrongfully withheld amounts shall bear interest at the Prime Rate and calculated as set out in clause 5.7; and 5.4.4 any such dispute shall be referred for dispute resolution in accordance with clause 23. 5.5 If any payment due from Customer to Ultra DC, including any interest and any other charges payable thereon, is not received by Ultra DC by the due date of payment therefor and the Customer does not pay all such amounts within five (5) days of Ultra DC's written notice calling upon the Customer to do so, then Ultra DC may (without limiting any other remedies it may have in terms of this Agreement or in law) in its sole discretion and upon written notice: 5.5.1 with immediate effect suspend (in whole or in part) the Services up until such time as all arrear amounts, including any interest thereon is paid in full; and/or 5.5.2 terminate: 5.5.2.1 the particular Service Order to which the breach relates; or alternatively 5.5.2.2 the entire Agreement (and all Service Orders issued pursuant thereto); on written notice to the Customer and in either of the above circumstances, Ultra DC shall be entitled, without limitation of its rights in law, to (a) recover from the Customer all damages Ultra DC may suffer by reason of such termination, all arrears in fees and other costs, charges, assessments, and reimbursements, or (b) declare to be due and payable immediately, the then present value (calculated with a discount factor of the Prime Rate) of the entire amount of monthly fees which would have become due and payable under all terminated Service Orders for the remaining terms of such Service Orders (had this Agreement not been terminated). The Customer agrees to pay all such liquidated damages within 30 (thirty) days of the date of termination of this Agreement or the relevant Service Order, as the case may be, Ultra DC and the Customer agreeing that Ultra DC’s actual damages in such event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof; and/or 5.5.3 prevent and/or restrict the Customer’s access to and/or removal of any Co-located Equipment from the Premises; and/or 5.5.4 exercise a lien over the Co-located Equipment and to use such equipment for its own benefit pending payment of any outstanding amounts. 5.6 Monthly recurring fees shall continue to accrue and be payable by the Customer, notwithstanding Ultra DC’s exercise of available remedies set forth in clause 5.5. Ultra DC’s right of retention in respect of Co-located Equipment shall continue until such time as the Customer has paid all amounts due to Ultra DC under this Agreement in full, provided that if the Customer has not paid all arrear amounts in full within 120 (one hundred and twenty) days of Ultra DC’s notice in terms of clause 5.5, Ultra DC shall, except in the event that Ultra DC exercise its rights in terms of clause 5.5.2.1, be entitled to sell and/or dispose of such Equipment in satisfaction of any amounts owed by the Customer to it, consistent with applicable law. 5.7 All outstanding amounts shall attract interest at the Prime Rate. Such interest shall be calculated from the due date of payment to the date of actual payment, both days inclusive, calculated daily and compounded monthly in arrears. 5.8 All amounts due and payable by the Customer shall be paid to Ultra DC via EFT in South African Rand, or such other currency as may be specified in the relevant Service Order, without deduction or set-off for whatever reason. The Customer will not be entitled to withhold payment of any amounts payable to Ultra DC in terms of this Agreement to satisfy any claim of the Customer arising from this or any other Agreement. 5.9 Where Ultra DC is required to perform additional services outside of the scope as envisaged by the Service Order, the Customer shall reimburse all reasonable expenses as incurred by Ultra DC and Ultra DC’s Personnel in fulfilling these additional services. Such expenses include, but are not limited to, travelling, subsistence, goods and services purchased on the Customer’s behalf, communications, stationery, report, and presentation material. All such expenses shall be subject to the prior written approval of the Customer. 5.10 If the Parties (acting in good faith) dispute the calculation or quantum of any payment (or part thereof) but do not dispute whether the payment (or part thereof) is due and payable, then such dispute shall be referred to an independent Accountant to be agreed between the Parties (or failing agreement, appointed by the South African Institute of Chartered Accountants ("Accountant") to determine the quantum of the outstanding payment. The Accountant shall act as an expert and not as an arbitrator and will be requested to give his decision as soon as practicable and, in any event, by no later than 10 (ten) Business Days after the dispute is referred to the Accountant. The Accountant’s determination shall be final and binding on the Parties and the relevant Party shall pay all amounts determined By the Auditor to be payable within 7 (seven) days of determination by the Accountant. 5.11 Where Ultra DC employs the services of attorneys or other debt- recovery agencies in respect of any outstanding amounts owing by the Customer then the Customer undertakes to pay on demand all legal costs incurred on the scale as between attorney and own client and including related costs such as collection commission and tracing fees. 5.12 Escalations 5.12.1 All Fees stipulated in a Service Order are subject to an annual escalation, linked to CPI, by Ultra DC on 1 July of each year during the term of this Agreement. 5.12.2 In addition, charges payable in respect of a Power Availability License may be subject to additional half-yearly escalation on 1 July and 1 January of each year during the term of this Agreement. 5.12.3 Annual escalation shall not exceed the CPI, except the Power Availability License price escalation (excluding any increase related to increased power usage by the Customer), which shall not exceed prevailing price increases by the local power supplier. Ultra DC will notify the Customer prior to any annual or power availability escalation.

6.1 Ultra DC shall implement security measures in respect of the Services and the Premises to ensure adequate security to the satisfaction and in the sole discretion of Ultra DC. 6.2 If the Customer discovers a security violation, or reasonably considers that a security violation is imminent, it shall immediately advise Ultra DC thereof in writing. 6.3 The Customer shall not do anything to encourage, and shall take all reasonable measures necessary to ensure that no unlawful access is gained to the Premises, the equipment used in rendering the Services due to its default. 6.4 Subject to compliance by Ultra DC with its obligations in terms of clause 6.1, Ultra DC shall not be liable for any loss, harm or damage suffered by the Customer arising out of a breach of security in respect of the Services or the Premises. Further, the Customer indemnifies Ultra DC against any loss, harm or damage suffered by Ultra DC, including third party claims, arising out of any breach of security caused by the acts or omissions of the Customer or its Personnel. 6.5 Risk in the Co-located Equipment shall at all times vest in the Customer, who shall be responsible for insuring same. 6.6 In the event of a security violation, or If Ultra DC, in its sole discretion, determines that a security violation is imminent, Ultra DC may take whatever steps it deems necessary to protect its equipment used in rendering the Services and/or the Premises, including without limitation: 6.6.1 changing Customers’ access codes and passwords; and 6.6.2 temporarily preventing access to the Services as the case may be; and 6.6.3 preventing access to the equipment used in rendering the Services and/or Premises. 6.7 The Customer shall give reasonable cooperation to Ultra DC in any investigation which may be carried out by Ultra DC relating to a security violation. 6.8 If Ultra DC is providing a Colocation Service or a Cage Service, Ultra DC shall grant the Customer and its Authorised Personnel access to the Premises and Site for the purposes of installation, testing, commissioning, operation, repair, upgrade and maintenance of the Co-located Equipment at all times, provided that such access shall be subject to Ultra DC’s access, security, health and safety policies from time to time. Ultra DC reserves the right to deny any person access who fails to, or who Ultra DC believes may fail to, adhere to such policies. Without limiting the aforegoing, Ultra DC reserves the right to search any person entering or leaving the Premises and the Customer shall notify its Personnel of such possibility. 6.9 Ultra DC may relocate the Customer within the Premises, which will cause interruption to the Services, in the following circumstances: 6.9.1 Without notice in any case of emergency; 6.9.2 On no less than 14 (fourteen) days’ notice to the Customer on any planned relocation. The notice to be provided by Ultra DC will include the date of the planned relocation, the applicable down time, and the time of reconnection of the services. 6.9.3 On no less than 14 (fourteen) days’ notice to the Customer, alternative such time period as received by any authority, in the event that any demand for compliance with building registrations or building restrictions is received by Ultra DC from any local, provincial or national authority. 6.10 Ultra DC may at any time and at its own discretion and on written notice to the Customer inspect the Customer’s installation and Co-located Equipment to ensure compliance with the building regulations, building restrictions and or the restrictions agreed between the Parties. 6.11 The Customer shall maintain the Site in a neat and tidy state and shall, upon termination of the Service Order in respect of any such area return the Site to its original state, fair wear and tear excepted.

7.1 Unless otherwise stipulated in a Service Order: 7.1.1 nothing in this Agreement will be construed as effecting an assignment of Intellectual Property owned by either Party to the other; and 7.1.2 nothing in this Agreement will be construed as the grant of a licence of Intellectual Property owned by either Party to the other. 7.2 As part of the provision of the Services, the Customer may be provided with software owned by third parties subject to a licence from such third parties. The Customer agrees to comply with all licence terms imposed by such third parties in its use of such software, including any such licence terms appended to this Agreement or a Service Order.

8.1 Ultra DC is entitled to suspend provision of the Services to the Customer under the following circumstances: 8.1.1 where the Customer has not made payment of monies owing to Ultra DC by due date as set out in clause 5; or 8.1.2 where such suspension is necessary to maintain security as set out in clause 6. 8.1.3 where such suspension is necessary for any maintenance in terms of clause 8. 8.1.4 Where such suspension is a result of an event in terms of clause 24; 8.2 Ultra DC is entitled to suspend Services as set out in clause 8.1.1 immediately and without notice. 8.3 Ultra DC will provide the Customer with prior written notice as set out in clause 6 and clause 10.2 prior to any suspension of Service and Ultra DC shall use reasonable commercial endeavours to minimise disruption to the Customer during any such suspension. 8.4 The period of suspension shall be that which is stated in the notice and such period will be at the discretion of Ultra DC under the particular circumstances which gave rise to the suspension.

9.1 While Ultra DC recognises the Customer’s right to privacy of its data, the Customer agrees that Ultra DC may monitor the Customer’s use of the Services so as to ensure that the equipment used in supplying the Services is operating properly. The Customer undertakes in favour of Ultra DC that any such data transmitted and stored will not contravene any applicable legislation. 9.2 Ultra DC has no knowledge of or interest in the data transmitted to, stored on or accessed from the Co-located Equipment by the Customer, subject to the further terms of this Agreement. Ultra DC has moreover no duty to monitor any content made available or published through the Services, subject to the provisions of clause 11. 9.3 The Customer agrees that no action shall lie against Ultra DC for any damages howsoever arising as a result of any act or omission relating to the transmission of data to and from the Co-located Equipment, its storage on the Co-located Equipment or its publication using the Co-located Equipment to third parties. The Customer further indemnifies and holds Ultra DC harmless in respect of any action brought by a third party resulting from such acts or omissions.

10.1 Subject to clause 8, Ultra DC may be required to suspend access to the Services in order to carry out routine maintenance to the equipment used in rendering the Services, provided that Ultra DC shall endeavour to undertake same at times of low traffic volume. 10.2 Ultra DC shall use best endeavours to advise the Customer within a reasonable time, but not less than 5 (five) working days of the time and expected duration of such suspension of Service due to maintenance. 10.3 Notwithstanding the above, Ultra DC may suspend access to the Services without notice should maintenance be necessary in an emergency.

11.1 The Customer further notes that Ultra DC is obliged to comply with certain statutory provisions including, but not limited to those set out in: 11.1.1 the Regulation of Interception of Communications and Provision of Communication-related Information Act (Act 70 of 2003); 11.1.2 the Film and Publications Act (Act 65 of 1996); and 11.1.3 The Electronic Communications and Transactions Act (Act 25 of 2002). 11.2 Ultra DC’s compliance with certain statutory provisions may include steps which would otherwise constitute infringements of the Customer’s privacy, such as the interception of the Customer’s communications or the examination of the Service. The Customer agrees that no action shall lie against Ultra DC for any damages howsoever arising as a result of such steps, and the Customer further indemnifies and holds harmless Ultra DC in respect of any action brought by a third party resulting from such steps in relation to the Services.

12.1 Notwithstanding the form (whether in contract, delict, or otherwise) in which any legal action may be brought, Ultra DC, their directors, shareholders, agents, beneficiaries, employees and advisors’ maximum liability for general and/or direct damages for any breach of this Agreement or any act or omission arising during the course and scope of fulfilling its obligations in terms of this Agreement, shall be limited to an aggregate amount of all the Fees paid by the Customer to Ultra DC in respect of the Services set out in the Service Order relevant to the breach during the preceding 3 (three) month period. Such maximum amount shall be an aggregate amount for all claims arising out of the causes mentioned. 12.2 Under no circumstances shall Ultra DC entertain liability for general and/or direct damages for any breach of this Agreement if Fees payable by the Customer as set out in 5.3.1 are overdue. 12.3 Under no circumstances shall either Party be liable for any special, indirect, consequential or like damages which may arise pursuant to this Agreement (or any act or omission arising during the course and scope of fulfilling its obligations in terms of this Agreement), including, without limitation, any damages arising due to any loss of profits or loss of business. 12.4 The Customer further indemnifies Ultra DC against any claims that may be made against Ultra DC by any third party for any damages including, but not limited to, consequential loss or loss of profits arising from the performance or non-performance by Ultra DC of its obligations in terms of these terms and conditions or in connection with the use of the Services, whether such claims are in respect of damage to property, consequential loss, personal injury or death. 12.5 Ultra DC shall not be liable for any damage to or subsequent malfunctioning of the Services as a result of work done on the Services in connection with such Services by any authorised or unauthorised third party where such third party acts outside the scope of its mandate.

13.1 The Customer shall not be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of this Agreement or any Service Order without the prior written consent of Ultra DC. 13.2 Ultra DC may sub-contract its obligations under this Agreement, provided that Ultra DC shall remain liable for performance of such subcontractor. Ultra DC shall not be required to disclose the terms or payment provisions of any sub-contract entered into with respect to Ultra DC’s obligations under this Agreement. 13.3 The Customer acknowledges that Ultra DC has entered into financing arrangements with finance parties and that, in connection therewith, Ultra DC shall be entitled to cede and/or delegate all or any part of Ultra DC’s rights, benefits or obligations under this Agreement to any such financing parties or their nominees or any other party involved in such financing without the prior written consent of the Customer.

14.1 Nothing in this Agreement shall be construed as: 14.1.1 constituting a temporary employment service as contemplated in section 198 of the Labour Relations Act, 1995; and/or 14.1.2 creating a partnership between the Parties and neither Party shall have any authority to incur any liability on behalf of the other or to pledge the credit of the other Party. 14.2 The Parties shall at all times owe each other a duty of good faith. 14.3 The relationship between the Parties will not be an exclusive one and both Parties will be free to enter into agreements similar to this one with third parties.

Neither Party shall during the currency of the Agreement or for a period of 12 (twelve) months following the termination thereof directly or indirectly solicit or offer employment to any Personnel of the other Party who was involved in the implementation or execution of this Agreement, and shall not employ or contract in any manner with any such Personnel of the other Party without the written consent of the other Party.

16.1 Ultra DC warrants that: 16.1.1 it has the facilities, infrastructure, capacity and capability to provide the Services as per the Services Order; 16.1.2 it will provide the Services: 16.1.2.1. with promptness and diligence and in a workmanlike manner and in accordance with Good Industry Practice; and 16.1.2.2. in accordance with all applicable laws and regulations such as the Independent Communications Authority of South Africa Act 13 of 2000 and The Electronic Communications Act 36 of 2005 (as amended). 16.2 Save for the aforegoing warranties, and any specific warranties that may be contained in the Service Orders, the Services and Site are provided "as is" and "as available" and without any further warranty of any nature whatsoever, whether express or implied, including without limitation warranties of merchantability, fitness for purpose, title or non-infringement of intellectual property rights.

Ultra DC invests in marketing its Customers’ businesses and promoting interconnection between its customers. Ultra DC will first obtain written permission from the Customer to agree to Ultra DC issuing a news release about the Customer’s use of Ultra DC services from time to time, which is further subject to the Customer’s prior written approval of the wording of any such release.

18.1 Each Party expressly undertakes to retain in confidence all Confidential Information (including, with respect to Customer, the identification of other customers of Ultra DC) and know-how, in whatever form transmitted, including, but not limited to, information concerning its past, present and future business affairs, business plans, operations or systems of such Disclosing Party or another Party whose information the Disclosing Party has in its possession under obligations of confidentiality, disclosed in any way to it the Receiving Party that the Disclosing Party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. The Receiving Party shall treat the Confidential Information with the same degree of care, and will make no use of such Confidential Information during the existence of this Agreement except as otherwise specified herein. 18.2 The Receiving Party shall have no obligation to maintain the confidentiality of information that: 18.2.1 it received rightfully from another party without restrictions on disclosure prior to its receipt from the Disclosing Party; 18.2.2 the Disclosing Party has disclosed to an unaffiliated third party without any obligation to maintain such information in confidence; 18.2.3 is independently developed by the Receiving Party; or 18.2.4 is ordered to be disclosed by an order of court or other adjudicative body. 18.3 Except as otherwise provided, the Receiving Party shall not disclose, disseminate, distribute or use any of the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written permission; 18.4 The Parties agree that a breach of the terms of this clause 18 would result in irreparable injury to the Disclosing Party for which a remedy in damages would be inadequate. The Parties agree that in the event of such breach or threatened breach, the Disclosing Party shall be entitled to seek an interdict to prevent the breach or threatened breach, in addition to remedies otherwise available for such specific performance or injunctive relief, that the Disclosing Party has an adequate remedy at law.

19.1 Ultra DC shall tender return of the Co-located Equipment immediately upon termination of the Service Order to which it pertains, subject to the provisions of clause 5.5.4. 19.2 Should either Party fail to comply with any of its obligations or commit a breach of this Agreement and fail to remedy such default or breach within 7 (seven) days after having received a written notice to do so, or be placed in provisional or final liquidation, or judicial management, or enter into any compromise or scheme of arrangement with its creditors, or fail to satisfy a judgment taken against it within 10 (ten) days, the other Party shall be entitled to terminate this Agreement on written notice to the defaulting Party. 19.3 The provisions of this clause will not affect the rights of the Parties to claim damages in respect of a breach of any of the provisions of this Agreement. 19.4 Should the Customer terminate a Service Order prior to expiry of the Contract Term for convenience or any other reason other than as stated herein, the full remaining monthly recurring charges for the unexpired portion of the Contract Term shall immediately become due and payable.

Assistance upon termination of this Agreement or any Service Order, subject to due payment by the Customer of all undisputed amounts due and payable to Ultra DC, Ultra DC shall render such reasonable assistance to the Customer so as to enable the Customer to migrate any Services affected by such termination to a service provider of the Customer’s choice.

21.1 The Parties choose their physical and / or email addresses where they will accept service of any notices/documents for all purposes arising from or pursuant to this Agreement, the physical and / or email addresses set out on the data sheet of this Master Services Agreement: 21.2 Any Party shall be entitled from time to time by written, notice to the other, to vary its physical /email address to any other physical 21.3 The Parties record that whilst they may correspond via email during the term of this Agreement for operational reasons, no amendment or variation to this Agreement may be given or concluded via email. 21.4 Notwithstanding anything to the contrary contained or implied in this Agreement, a written notice or communication actually received by one of the Parties from another, including by way of fax, shall be adequate written notice or communication to such Party. 21.5 Notices/documents shall be deemed to be delivered: 21.5.1 if delivered by hand at the physical address, upon the date of delivery; 21.5.2 if delivered by registered post at the postal address, 7 (seven) days after posting thereof; 21.5.3 if delivered by way of email, on the date and time of the sending of such email as evidenced by electronic mail history; and

This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto shall be determined in accordance with such laws.

23.1 The Parties will make every effort to cooperate and agree on matters covered by or arising from this Agreement, and to fairly and quickly resolve any disputes between them arising from this Agreement. If any such dispute cannot be resolved by the Parties themselves within 14 (fourteen) days of being declared by one of the Parties in writing and is not subject to resolution in terms of clause 5.10, the Parties undertake to meet promptly and consider whether or not the dispute should be referred to arbitration. If the Parties agree in writing that the dispute should be referred to arbitration, such dispute shall be determined by arbitration in accordance with the remaining provisions of this clause relating to arbitration; provided that if the Parties fail to reach agreement in writing to refer the dispute to arbitration within a period of 4 (four) days of meeting in terms of this clause 23.1, then either Party shall be entitled to commence litigation proceedings against the other Party, in a court of competent jurisdiction. 23.2 Either Party may submit a dispute to arbitration in terms of this clause upon written notice to the other of its intention to do so. 23.3 Such arbitration shall be held: 23.3.1 at Johannesburg or at such other place as the Parties may agree; 23.3.2 subject to any direction by the arbitrator, in an informal manner without any pleadings or discovery of documents and without it being necessary to observe the strict rules of evidence; 23.3.3 as soon as possible with a view to it being completed within 1 (one) month of the date on which the dispute is referred to arbitration; and 23.3.4 subject to anything contrary in this clause 23, in accordance with the provisions of the Arbitration Act 42 of 1965. 23.4 The arbitrator shall be agreed upon between the Parties in writing. In the event of the Parties failing to reach agreement as to the arbitrator within 5 (five) days after the arbitration has been demanded, the arbitrator shall be appointed by the Arbitration Foundation of Southern Africa. 23.5 The arbitrator: 23.5.1 shall decide the dispute submitted to him expeditiously and, if possible, within 1 (one) month after the submission thereof to him; 23.5.2 may call for whatever representations, evidence or arguments from the Parties which he may consider appropriate in the circumstances; 23.5.3 may consult with other professionals or experts in any relevant field as he in his sole discretion may deem necessary to enable him to arrive at a just decision, although nothing in this clause shall preclude him from relying on his own expertise and/or experience; 23.5.4 shall decide in his sole discretion on what proportions in which the Parties are responsible for all charges, costs and expenses incurred in resolving the dispute and as to whether, at what rate, and to what period a Party may be entitled to interest. In this regard, the arbitrator may take into account any travel and other expenses incurred by any Party who is required to travel to the arbitration hearing; and 23.5.5 shall give his decision in writing; 23.6 The Parties hereby irrevocably agree that the decision of the arbitrator in any such arbitration shall be final and binding upon them. In the event of a Party failing to comply with such decision the other Party shall be entitled to institute legal proceedings for the enforcement of that decision. 23.7 This clause is separate from the rest of the Agreement and will remain effective between the Parties if this Agreement is terminated. 23.8 The aforegoing shall not restrict the right of either Party to apply to a competent court for relief of an urgent nature or should its intellectual property rights be violated or threatened, and the Parties consent to the jurisdiction of the South Gauteng High Court of South Africa for such purposes.

24.1 Neither Party shall be liable for any delay in performing or any failure to perform any obligations under this Agreement due to any cause beyond their reasonable control, including but without being limited to any of the following: strikes, lock outs or other industrial action, sabotage, terrorism, civil commotion, riot, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, subsidence, epidemic or other natural physical disaster, impossibility of the use of railways, shipping aircraft, motor transport or other means of public or private transport; any act or policy of any state or government or other authority having jurisdiction over either Party, sanctions, boycott or embargo or national shortage and unavailability of fuel for whatsoever reason which is required for alternative power sources. 24.2 Upon the occurrence of any delay or failure referred to in clause 24.1, the provisions of this Agreement affected shall be suspended for as long as the cause in question continues to operate, provided that if that cause has not ceased to operate within 2 (two) months from when it first arose, this Agreement may be terminated by either Party on written notice to the other Party.

25.1 clause headings are for convenience and are not to be used in its interpretation; 25.2 unless the context indicates a contrary intention an expression which denotes any gender includes the other genders, a natural person includes a juristic person and vice versa, and the singular includes the plural and vice versa; 25.3 references to clauses, schedules, parts, annexes, addendums, and sections are, unless otherwise provided, references to clauses, schedules, parts, annexes, addendums and sections of this Agreement; 25.4 cross-references to clauses in a specific schedule, part, annexe, addendum or section shall be a cross-reference to clauses in such schedule, part, annexe, addendum or section unless specifically stated otherwise; 25.5 when any number of days is prescribed, the number of days shall be calculated on the basis that the first day is excluded and the last day is included, provided that if the last day is not a Business Day, the last day shall be the ensuing Business Day; 25.6 any reference to an enactment contained in the Agreement is to the enactment as at the Effective Date of this Agreement, as amended or re-enacted from time to time; 25.7 where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail; 25.8 terms other than those defined within the Agreement will be given their plain English meaning, and those terms, acronyms, and phrases known in the information and communication technology industry will be interpreted in accordance with their generally accepted meanings; 25.9 the eiusdem generis rule will not apply and wherever the term "including" is used followed by specific examples, such examples will be interpreted to be illustrative only; 25.10 any reference to "days" shall be construed as being a reference to calendar days unless qualified by the word "Business"; and 25.11 a reference to a Party shall include the permitted successors and assigns of that Party.

26.1 This Agreement constitutes the entire Agreement between the Parties in respect of the subject matter hereof and neither Party shall be bound by any undertakings, representations, warranties or promises not recorded in this Agreement. 26.2 No variation or consensual cancellation of this Agreement and no addition to this Agreement shall be of any force or effect unless reduced to writing and signed by the Parties or their duly authorised representatives. 26.3 No waiver of any of the terms and conditions of this Agreement will be binding or effectual for any purpose unless expressed in writing and signed by the Party giving same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either Party hereto in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 26.4 Should any of the terms and conditions of this Agreement be held to be invalid, unlawful or unenforceable, such terms and conditions will be severable from the remaining terms and conditions which will continue to be valid and enforceable. If any term or condition held to be invalid is capable of amendment to render it valid, the Parties agree to negotiate an amendment to remove the invalidity. 26.5 This Agreement will be governed by and construed in accordance with the law of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with such law. 26.6 Subject to clause 23, the Parties hereby consent and submit to the jurisdiction of the High Court of South Africa, Gauteng Local Division (Johannesburg) in any dispute arising from or in connection with this Agreement. 26.7 The signatories hereto acting in representative capacities warrant that they are authorised to act in such capacities. 26.8 Each Party shall bear and pay its own fees and costs of and incidental to the negotiation, drafting, preparation and execution of this Agreement

27.1 Unless otherwise specified elsewhere in this Agreement, every Dispute arising under this Agreement shall be governed exclusively by Clause 23 above.