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1. Interpretation

Words importing any one gender include the other two genders; the singular includes the plural and vice versa; natural persons include created entities (corporate or unincorporated) and the state and vice versa.

"Agreement" means this agreement, the Annexures hereto and the Business Rules.
"Business Rules" means the business rules, policies and procedures determined by the Principal to apply to the Agent's appointment from time to time as notified by the Principal.
"Commencement Date" means the date set on the cover page of this Agreement.
"Customer" means any third party in the Territory that has signed up for and paid for the Principal's Product. An "Active Customer" is a Customer with an active, paid-up data subscription or is suspended but not yet terminated by either the principal or the network operator. The Principal determines an Active Customer in its sole discretion.
"Product" means the telecommunications products and services sold by the Principal.
"Territory" means the Republic of South Africa.

2. Appointment of Agent

The Principal appoints the Agent as a non-exclusive agent in the Territory to sell the Products, and the Agent accepts such appointment on the terms and conditions set out hereunder. As from the Commencement Date, this Agreement shall supersede any prior agency agreement between the Principal and the Agent.

3. Duration

The appointment of the Agent shall commence on the Commencement Date and shall continue indefinitely unless terminated: (i) in terms of clause 10; or (ii) by either party without cause by giving the other 30 (thirty) days written notice.

4. The Agent's Duties and Obligations

The Agent shall ensure that it and its employees, agents, consultants, contractors and subcontractors comply with the following:

4.1 Solicitation of Orders: Actively solicit potential purchasers for the Products in the Territory; provide information to potential Customers; deal with all enquiries promptly; ensure potential Customers are not already Customers of the Principal (no commissions payable unless otherwise agreed in writing); perform, on behalf of the Principal, all RICA obligations concerning such potential Customers; submit only Principal-supplied contractual documentation to prospective Customers; upon signature, submit all signed contractual documentation per service level directives to the Principal for approval, processing and implementation; comply with all applicable laws and conditions.

4.2 General: Observe all directions and instructions from the Principal; act with due care, diligence and good faith; immediately disclose all facts and circumstances that might affect the interests of the Principal; not incur liability on behalf of the Principal; not hold itself out as the legal agent, representative or employee of the Principal; not make any promises, representations, warranties or guarantees about the Products except as expressly authorised in writing; ensure employees and representatives are adequately trained; advise the Principal of direct and indirect competition; attend meetings and training programmes as and when required by the Principal.

4.3 Compliance with Laws: Acquaint itself with and comply with all applicable laws relating to: the provision of electronic communications services (including the Electronic Communications Act, RICA, Films and Publications Act, Electronic Communications and Transactions Act); consumer protection (Consumer Protection Act, National Credit Act); bribery and corruption (SA Prevention and Combating of Corrupt Practices Act 2004). Allow the Principal to conduct audits. Maintain adequate internal accounting controls. Only be paid by electronic funds transfer or traceable instrument to a bank account in the Agent's name. Promptly notify the Principal of any allegation of fraud, bribery or corrupt practices.

5. The Principal's Obligations

The Principal shall: supply the Agent with all relevant information upon request; provide sales literature and marketing information at its cost; provide reasonable assistance with negotiations; keep the Agent advised in writing of all product developments; make production and other facilities available during normal business hours for reasonable inspection by prospective Customers.

6. Commission

Commission rates per qualifying activated paid sale (excluding VAT) are as follows:

"Net sales" means positive growth of Active Customers measured on the last business day of a month against the last business day of a preceding month. Net sales are determined by the Principal in its sole and absolute discretion.

The Agent shall render a tax invoice to the Principal together with applicable VAT. Invoices rendered on or before the 7th calendar day of a month shall be paid by the last day of that same month. Invoices rendered after the 7th calendar day shall be paid by the last day of the following month.

Should the Agent fail to render a monthly invoice within 3 (three) months after the commission schedule was provided, the Agent's rights shall have prescribed and the Principal shall not be obliged to pay.

Upon termination (by either party), the Agent forfeits any post-cancellation commission claims with effect from 30 days after such termination.

7. Performance Measurement

The Agent will not have any sales targets.

8. The Customers

All sales of the Products effected under this Agreement shall be regarded as sales directly between the Principal and the Customer concerned. The Agent shall not be entitled to receive for its account any amounts payable by the Customer arising from such sales.

9. Assignment

The Agent shall not be entitled to cede its rights or assign its obligations to any third party. The Principal shall be entitled to cede its rights or assign its obligations to any third party on written notice to the Agent.

10. Breach

If any party breaches any provision and fails to remedy the breach within 7 (seven) days of written notice, the aggrieved party shall be entitled to cancel this Agreement or claim specific performance, without prejudice to the right to claim damages. The Principal may terminate immediately without notice if the Agent: (i) suffers an unsatisfied judgment; (ii) commits any act of insolvency; (iii) is placed in liquidation or under judicial management; or (iv) breaches clause 4.3.

11. Confidentiality and Restraint of Trade

The Agent irrevocably and unconditionally undertakes not to use, divulge or disclose to others any of the Principal's trade secrets during the existence of this Agreement or at any time thereafter. The Agent shall not, for the duration of this Agreement and 1 (one) year from its termination, directly or indirectly influence or try to persuade any Customer of the Principal to purchase products from a competitor or to cancel a subscription agreement.

12. Domicilium Citandi et Executandi

The parties choose as their domicilia the addresses on the cover page of this Agreement. Any notice or communication required shall be valid and effective only if in writing; it shall be competent to give notice by e-mail. Notices sent by email shall be deemed received on the date of despatch; notices delivered by hand shall be deemed received on the day of delivery.

13. Whole Agreement, No Amendment

This agreement constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes all previous agreements. No amendment or consensual cancellation shall have any binding effect unless reduced to writing and signed by authorised representatives of both parties. No party shall be bound by any express or implied term, representation, warranty or promise not recorded herein.

2. Definitions

"Agent" means the legal person identified in Section B who is appointed by the Principal to collect the RICA Data from Customers.
"Business Days" means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa.
"Customer" means any person, individual or legal entity, to whom the Principal provides an Electronic Communications Service.
"RICA" means the Regulation of Interception of Communications and Provision of Communication-Related Information Act No 70 of 2002 (as amended).
"RICA Data" means the information detailed in Section 39 of RICA.
"Registration" means the collection and verification of RICA Data from Customers per the Verification Process.
"Verification Process" means the authentication of a Customer's information by means of the collection, directly from the Customer, and assessment of the documents specified in section 39 of RICA.

3. Introduction

The Principal is an Electronic Communications Services Provider as defined in RICA. Before the Principal may enter into a contract to provide an Electronic Communications Service, it must obtain from such person the information specified in section 39 of RICA and ensure that proper records thereof are retained. It is critical to the Principal's compliance with RICA that the RICA Data of Customers must be collected and verified in accordance with the Verification Process and submitted to the Principal's System for retention.

4. Appointment

Subject to the terms and conditions stipulated in this Mandate, the Principal appoints the Agent, for the Term, to act as its agent to conduct the Registration of Customers. The Agent accepts the appointment on the terms and conditions contained herein.

5. Duration

This Mandate shall commence on the Effective Date and endure until terminated (i) by either Party, giving not less than one month's written notice to the other Party, or in terms of clause 8.

6. Duties of Principal

For the Term, the Principal shall provide the Agent with ongoing and appropriate training in respect of: the relevant provisions of RICA; the Verification Process; and the Principal's System.

7. Duties of the Agent

The Agent shall collect and verify the Customer's RICA Data supplied in person per the Verification Process and provisions of RICA, with specific reference to clause 39. In the case of a juristic entity, the RICA Data shall be supplied in person by the duly authorised representative.

If, during the Verification Process, the RICA Agent suspects that an Identity Document submitted for verification is false, the RICA Agent must: (a) report the matter to a police official at any police station with the requisite jurisdiction within 24 (twenty-four) hours; and (b) take reasonable efforts to ensure that the Customer or its duly authorised representative who submitted the documentation suspected to be falsified is not informed that the matter has been reported to the police.

The RICA Agent will ensure that the information is accurate and correct as far as this may reasonably be ascertained. Upon completing the Verification Process and being fully satisfied with the authenticity and validity of the RICA Data, the RICA Agent shall Register the RICA Data using the Principal's System.

In the event there are any technical problems with the Principal's System, the RICA Agent undertakes to use reasonable, alternative, manual methods to record and retain the RICA Data as specified by Principal, until it can be submitted to the Principal's System.

8. Breach and Termination

Should the Agent commit a breach of the terms of this Mandate, all of which are deemed to be material, and fail to remedy that breach within 5 (five) Business Days of receipt of written notice from the Principal, then the Principal shall be entitled to terminate this Mandate forthwith by notice in writing to the Agent, without prejudice to its rights under this Mandate and/or at common law, including the right to claim damages.

The Agent agrees that the Principal may investigate the Agent's conduct should the Principal have reasonable grounds to suspect that the Agent is: (a) committing an offence, engaging in dishonest or fraudulent activities including bribery and corruption, while executing the Verification Process; or (b) persistently or intentionally failing to Register Customers as required in terms of RICA and this Mandate.

Should the investigation conclude that the Agent is guilty of the conduct alleged, the Principal shall be entitled to: terminate this Mandate with immediate effect; claim damages; and/or claw back against commission due to the Agent any commission paid for customers to which the Agent's misconduct applied.

9. Confidentiality

Each Party will treat as strictly confidential all information received or obtained as a result of entering into and/or executing this Mandate, including but not limited to the content of this Mandate and the RICA Data. A Party may disclose information which would otherwise be confidential only if: required by law; required by any securities exchange or regulatory or governmental body; required to vest the full benefit of this Mandate; disclosed to professional advisers on a strictly need-to-know basis; information has come into the public domain through no fault of that Party; or with prior written approval of the other Party. The provisions of this clause 9 will survive any termination or expiration of this Mandate for 5 (five) years.

10. Transfer of Rights and Obligations

This Mandate is personal to the Agent, who shall not be entitled to cede, delegate, assign or otherwise transfer the benefit or burden of all or any part of this Mandate for any reason whatsoever. The Principal shall be entitled to cede or otherwise transfer the benefit of all or any part of this Mandate without the prior written consent of the Agent to an Affiliate Company or in the event of a sale, transfer of assets or business of Principal pursuant to any financing, merger or re-organisation.

11–15. General Provisions

No Waiver: Failure by either Party at any time to enforce any provision shall not be construed as a waiver of any rights or remedies. No waiver shall be effective unless given in writing.

Severability: The invalidity or enforceability of any provision shall not prejudice or affect the validity or enforceability of the remainder of this Mandate.

Notices: All legal notices shall be in writing, addressed to the Parties as designated in Section A on the cover page, delivered by hand or sent by email. Notices delivered by hand during ordinary business hours shall be deemed received on the same Business Day. Notices transmitted by email shall be deemed received on the next Business Day after email transmission. Either Party may amend its address by giving not less than 10 (ten) Business Days' written notice.

Entire Agreement: This Mandate constitutes the entire understanding and agreement between the Parties relating to the subject matter. It supersedes all previous agreements, understandings, commitments and representations, whether oral or written.

Variation: This Mandate shall not be varied or amended unless such variation or amendment is recorded in writing and signed by the duly authorised representatives of both Parties.

Annexure A — Verification Process

Natural Persons — Full names, surname, ID number verified by: South African ID Document (for SA citizens or persons lawfully and permanently resident in SA), or valid Passport (for persons who are not SA citizens).

Address verified by: bank statement (not older than 3 months); municipal rates and taxes invoice (not older than 3 months); telephone or cellular phone account (not older than 3 months); any other utility bill or retailer account (not older than 3 months); existing lease, rental or credit sale agreement (valid for the current year); insurance policy (valid for the current year); or a current television licence or motor vehicle licence document including the Customer's name and residential address (valid for the current year).

Informal Settlement Residents: Where a Customer resides in an informal settlement and cannot provide any of the documents above, a letter and/or affidavit from the administration of a school, church, or the manager/owner of a retail store where the Customer usually receives their post. Such letter must: be on official letterhead and bear the official stamp; state the Customer's name and surname; confirm that such Customer resides in the informal settlement stated; and confirm that such Customer ordinarily receives their post at such school, church or retail store.

Juristic Persons — Name, Registration number, Address verified by: official registration documents issued in terms of applicable laws, including a founding statement or a document issued by SARS or any other similar official authority. Authorised Representatives are verified as for natural persons above. Authority of the representative is verified by a letter of authority issued by the juristic person or an affidavit.