SLA GENERAL TERMS

MASTER SERVICES & EQUIPMENT RENTAL AGREEMENT TERMS & CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1. In this agreement, unless clearly inconsistent with or otherwise indicated by the context:

• 1.1.1. “Almestar” or “X-Corp” means Almestar Proprietary Limited, a private company duly incorporated in accordance with the company laws of the Republic of South Africa under registration number 2012/063171/07, having its principal place of business at Building 77, Studio Office Park, 5 Concourse Crescent, Lonehill, Gauteng.

• 1.1.2. "Agreement" means this Master Services and Equipment Rental Agreement, including all annexures and Schedules.

• 1.1.3. "Business Day" means Monday to Friday, excluding South African public holidays.

• 1.1.4. "Business Hours" means 07:30 am to 16:30 pm

• 1.1.5. "Commencement Date" means the date this Agreement is signed by the last party.

• 1.1.6. "Confidential Information": means any information, documentation or trade secrets of whatever nature which may have been or may be obtained by either of the Parties from the other, whether in writing or in electronic form or pursuant to discussions or as a result of the conclusion of this Agreement, which may reasonably be regarded as being confidential and of a proprietary nature to any of the Parties, including without limitation, agreements and understandings, technical information, know-how, trade secrets, schematics, software, computer programs, data, customer lists, operating procedures and methodologies, proposals, pricing details, strategies, and any other business or financial information relating to the Parties as well as the terms of conditions of this Agreement and the details of any dispute between the Parties or any arbitration proceedings resulting from this Agreement;

• 1.1.7. “Charges” means all charges payable by the Customer;

• 1.1.8. “Customer” means the customer as set out in the Agreement;

• 1.1.9. “Equipment” means any customer premise equipment supplied, installed, owned & maintained by Almestar to deliver the service;

• 1.1.10. "Intellectual Property": means all current and future intellectual property of whatever nature in relation to or attaching to X-Corp, including, but not limited to, all vested, contingent and future patents, copyrights, data, designs, source codes, inventions, processes, know-how or techniques incorporated and/or embodied in its systems, trademarks, service marks and other rights of a similar character, whether or not the same are registered or capable of being registered;

• 1.1.11. "Parties" means the signatories to this Agreement, and “Party” shall, as the context requires, be a reference to any one of them;

• 1.1.12. "Prime Rate" means the publicly quoted prime overdraft lending rate of interest (per annum, nominal annual compounded monthly in arrears) charged by Almestar’s principal South African commercial bank from time to time, as certified - without proof of appointment or authority - by any manager or authorised officer of that bank. Such certificate shall constitute prima facie proof of the applicable prime rate unless the contrary is proven;

• 1.1.13. "POPI" means the Protection of Personal Information Act (Act 4 of 2013);

• 1.1.14. "Signature Date" means the date on which this Agreement is last signed by the last signing Party.

• 1.1.15. "Service Fees" means the charges detailed in the Master Services and Equipment Rental.

• 1.1.16. “Services” means the services provided by Almestar to the customer as per the Master Services and Equipment Rental Agreement.

1.2. Any reference to the singular includes the plural and vice versa;

1.3. Any reference to natural persons includes legal persons and vice versa;

1.4. Any reference to a gender includes the other genders.

1.5. The clause headings in this agreement have been inserted for convenience only and shall not be taken into account in its interpretation.

1.6. Words and expressions defined in any sub-clause shall, for the purposes of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause.

1.7. This agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of South Africa.

2. NCA APPLICABILITY

The Parties expressly acknowledge and agree that:

2.1. This Agreement is concluded on the basis that the Customer is a juristic person whose annual turnover or asset value equals or exceeds R1,000,000 (One Million Rand), or otherwise qualifies for exemption under Section 4(1)(a) of the National Credit Act, 34 of 2005 (“NCA”).

2.2. Accordingly, the provisions of the NCA shall not apply to this Agreement, and the Customer waives any reliance on the NCA insofar as it may be applicable to non-consumers or exempt transactions.

2.3. In the event that the NCA is later found to apply (e.g., due to the Customer’s actual turnover or asset value being below the statutory threshold), Almestar shall be entitled to amend the terms of this Agreement to comply with the NCA’s requirements, including but not limited to prescribed interest rates, notice periods, and enforcement procedures.

2.4. The Customer consents to Almestar submitting its payment history, including defaults, to registered credit bureaus in compliance with the NCA and relevant regulations, to the extent applicable.

3. APPOINTMENT

The Customer hereby appoints X-Corp to provide the Services for the duration and on the terms contained herein. X-Corp accepts such appointment.

4. DURATION

4.1. This Agreement shall commence on the date of service activation (“Commencement Date”) and shall continue for an initial fixed period of five (5) years.

4.2. Thereafter, the Agreement will automatically renew for successive periods of twelve (12) months each, unless either Party provides the other with not less than three (3) months’ prior written notice of its intention not to renew.

4.3. Where the Consumer Protection Act, 2008 (“CPA”) applies to this Agreement, the Parties record that:

• 4.3.1. Almestar has, prior to the signing of this Agreement, engaged with the Customer and explained the nature and commercial implications of the extended five-year term;

• 4.3.2. Almestar has demonstrated to the Customer’s satisfaction that the extended term provides a material financial or operational benefit, including, but not limited to: discounted service rates, subsidised equipment rentals, or price stability over the term;

• 4.3.3. The Customer, with full understanding of the above, expressly consents to and accepts the five-year term as set out herein, and confirms that such term is not unfair, unreasonable, or unjust in terms of Section 48 of the CPA.

4.4. Almestar shall, where required under the CPA, notify the Customer in writing not more than 80 (eighty) and not less than 40 (forty) business days prior to the renewal date of the Agreement’s expiry and the Customer’s rights in terms of Section 14.

5. PAYMENT TERMS

5.1. The Customer acknowledges and accepts that:

• 5.1.1. Monthly invoices will be delivered via electronic mail to the last known email address provided by the Customer;

• 5.1.2. Non-receipt of an invoice does not constitute a valid reason for non-payment; and

• 5.1.3. It is the Customer’s responsibility to request a copy of any invoice not received.

5.2. Delivery to the last known email address shall constitute valid delivery for all invoicing and related communications.

5.3. Billing shall commence as follows:

• 5.3.1. From the Effective Date for all active Services; and

• 5.3.2. Where a Service comprises multiple components, billing shall commence individually for each component as and when it becomes active.

5.4. The Customer shall pay all invoiced amounts:

• 5.4.1. Monthly in arrears, in accordance with the charges set out in the Master Services and Equipment Rental Agreement;

• 5.4.2. Within seven (7) days of the invoice date, failing which Almestar shall have the right to suspend Services immediately and without notice, subject to applicable consumer protection laws where relevant.

5.5. Interest shall accrue on all overdue amounts:

• 5.5.1. At the prime overdraft rate of Almestar’s principal bank, plus 5% per annum;

• 5.5.2. Calculated monthly in arrears and compounded;

• 5.5.3. Almestar shall further be entitled to recover all tracing fees, collection commissions, and enforcement-related legal costs on an attorney-and-own-client scale.

5.6. Almestar reserves the right to demand full advance payment for the remainder of the Agreement term (excluding usage-based charges) where:

• 5.6.1. Almestar has a reasonable and objectively based suspicion of fraud, or potential fraud, by the Customer; and

• 5.6.2. The Customer fails to satisfactorily rebut such suspicion within seven (7) calendar days of receiving written notice.

5.7. The Customer shall not be entitled to withhold, defer, or set off any payment due to Almestar unless agreed in writing by Almestar or authorised by a court of competent jurisdiction.

5.8. In the event of a failed debit order, the Customer shall be liable for a returned debit order fee of R250.00 (Two Hundred and Fifty Rand) per failed transaction

5.9. All prices and charges reflected in this Agreement:

• 5.9.1. Are exclusive of Value-Added Tax (VAT); and

• 5.9.2. Shall be subject to VAT in accordance with the Value-Added Tax Act, 1991 (Act No. 89 of 1991), as amended.

6. USE OF THE EQUIPMENT

6.1. If required, Almestar shall:

• 6.1.1. Provide and install customer premises equipment (“Equipment”) at the Customer’s premises for the purpose of accessing the Services;

• 6.1.2. Charge the Customer for such Equipment on a monthly rental basis, as detailed in Clauses 6.11 and 6.12 below.

6.2. The Customer shall:

• 6.2.1. Provide the necessary space, environmental conditions, and electrical supply for the installation and operation of the Equipment;

• 6.2.2. Ensure that the Equipment is housed securely and used in accordance with Almestar’s specifications.

6.3. Ownership in and to the Equipment shall:

• 6.3.1. At all times remain vested in Almestar or its appointed wholesale supplier;

• 6.3.2. Not transfer to the Customer under any circumstances.

6.4. Upon termination of this Agreement, the Customer shall return the Equipment to Almestar in the same working condition in which it was delivered, fair wear and tear excepted.

6.5. Risk in the Equipment shall:

• 6.5.1. Pass to the Customer upon delivery to the Customer’s premises;

• 6.5.2. Include responsibility for theft, loss, fire, accidental damage, or malicious acts.

6.6. The Customer:

• 6.6.1. Accepts full responsibility for insuring the Equipment for the duration of the Agreement;

• 6.6.2. Acknowledges that Almestar bears no obligation to insure the Equipment.

6.7. Almestar shall be entitled to:

• 6.7.1. Access the Customer’s premises at reasonable times, with prior notice, to inspect, repair, replace, or maintain the Equipment;

• 6.7.2. Perform any lawful function necessary to protect its ownership rights in the Equipment.

6.8. The Customer shall:

• 6.8.1. Keep the Equipment at the original installation site and not relocate or sublet it without Almestar’s prior written consent;

• 6.8.2. Notify its landlord in writing of Almestar’s ownership of the Equipment and ensure that a signed landlord waiver is obtained and submitted to Almestar.

6.9. If the Equipment is repossessed by the landlord due to failure to obtain a landlord waiver, the Customer shall be liable for the full replacement cost of the Equipment.

6.10. The Customer shall not, unless expressly authorised by Almestar:

• 6.10.1. Modify, tamper with, or alter the Equipment or its software;

• 6.10.2. Permit any third party to service, move, or reinstall the Equipment.

6.11. If the Equipment is lost, stolen, damaged, or destroyed, the Customer shall remain liable for the full replacement cost, including reinstallation and reconfiguration fees.

6.12. Equipment rental charges:

• 6.12.1. Shall be collected monthly over the duration of the Agreement;

• 6.12.2. Shall be payable for a minimum period of 60 (sixty) months or the contracted term, whichever is greater;

• 6.12.3. Shall continue thereafter on a month-to-month basis until cancelled by either Party with three (3) months' written notice.

6.13. The Customer acknowledges and accepts that the extended rental period provides commercial benefit including reduced monthly charges, subsidised installation, and fixed pricing protection.

6.14. Equipment rental charges shall escalate by 15% (fifteen percent) annually based on prevailing market conditions, including forex volatility, inflation, and supplier cost increases.

6.15. The Customer is liable for all call charges incurred via the Almestar SIP Accounts:

• 6.15.1. Including those arising from unauthorised access, fraud, or hacking;

• 6.15.2. Regardless of whether such calls were legitimate, unless caused by Almestar’s gross negligence or wilful misconduct.

6.16. Almestar:

• 6.16.1. Is not responsible for the security, configuration, or commissioning of open-source IP PBX systems (e.g., Asterisk or similar platforms);

• 6.16.2. Shall provide basic SIP account security best practice guidelines at installation stage, but ultimate responsibility remains with the Customer.

6.17. The Customer warrants that it has implemented reasonable security measures to protect against PBX fraud, hacking, or unauthorised network access.

6.18. Almestar shall not, other than in cases of gross negligence or fraudulent intent, be liable for:

• 6.18.1. Any loss or damage caused by unauthorised access to the Customer’s telecoms lines, PBX systems, wireless links, or data infrastructure;

• 6.18.2. In such cases, the Customer shall remain liable for all usage charges and hereby indemnifies Almestar against all related claims, losses, and damages.

6.19. In the event of Almestar’s negligence (excluding gross negligence), liability shall be limited to an amount equal to the fixed monthly service charges paid by the Customer during the three (3) months preceding the date of the loss..

7. CUSTOMER’S OBLIGATIONS

7.1. The Customer shall not, whether by act or omission, directly or indirectly:

7.1.1. Damage or interfere with Almestar’s technical infrastructure or network systems;

• 7.1.2. Impair, disrupt, or interfere with Almestar’s ability to provide the Services in a reasonable, business-like, and uninterrupted manner;

• 7.1.3. Abuse, maliciously misuse, or exploit the Services, including but not limited to unauthorised access, excessive resource consumption, or manipulation of system configurations;

• 7.1.4. Commit any act calculated or reasonably foreseeable to have any of the above effects.

7.2. In the event that Almestar incurs costs or suffers loss as a result of any conduct described in Clause 7.1:

• 7.2.1. Almestar shall be entitled to recover from the Customer all reasonable costs incurred in remedying such situation, including technical support time, system reconfiguration, or third-party repair services;

• 7.2.2. Almestar may, in addition, take such corrective measures as are reasonably necessary to restore system integrity, including service suspension or system isolation, provided such measures are proportionate and communicated to the Customer where feasible.

7.3. The Customer shall not, unless expressly authorised in writing by Almestar:

7.3.1. Modify, tamper with, reconfigure, or otherwise alter any equipment (including routers, modems, or software) provided by Almestar for use of the Services;

7.3.2. Relocate or remove any such equipment from the original installation site as referenced in Clause 6.10.

7.3.3. Permit any third party to perform maintenance or make changes to Almestar-owned equipment.

8. RATE ADJUSTMENT

8.1. All service fees, equipment rentals, and usage-based rates under this Agreement shall be subject to an annual escalation of fifteen percent (15%), effective on each anniversary of the Commencement Date.

8.2. In addition to the fixed annual escalation:

• 8.2.1. Almestar shall be entitled to implement ad hoc rate adjustments in response to significant changes in prevailing economic conditions;

• 8.2.2. Such conditions may include, but are not limited to:

• 8.2.3. Unfavourable exchange rate fluctuations;

• 8.2.4. Sustained inflationary pressures;

• 8.2.5. Increases in labour, logistics, spare parts, fuel, or energy costs;

• 8.2.6. Changes in applicable tax legislation, import duties, or regulatory charges.

8.3. Where Almestar elects to implement such ad hoc adjustments:

• 8.3.1. It shall provide the Customer with written notice not less than thirty (30) calendar days before the effective date;

• 8.3.2. Such notice shall clearly set out the basis, rationale, and extent of the adjustment.

8.4. The Customer acknowledges that:

• 8.4.1. The escalation mechanism reflects market conditions and supplier-indexed cost movements;

• 8.4.2. These provisions are fair and reasonable and do not contravene the provisions of Section 48 of the Consumer Protection Act, 2008 (where applicable).

8.5. Where the Consumer Protection Act, 2008 applies, Almestar undertakes that any ad hoc rate adjustment shall:

• 8.5.1. Be reasonably proportionate to the underlying cost increase;

• 8.5.2. Be applied fairly across similarly situated clients; and

• 8.5.3. Not have the effect of circumventing the Customer’s rights under Sections 48 or 51 of the CPA.

9. TERMINATION

9.1. Either Party may terminate this Agreement by providing written notice:

9.1.1. Delivered via registered post, courier, or email;

9.1.2. Addressed to the designated contact person of the other Party;

9.1.3. Provided that receipt of such notice is acknowledged and confirmed in writing.

9.2. In the event of early termination by the Customer, for any reason

other than material breach by Almestar, the Customer shall remain liable for a reasonable cancellation charge, calculated as the greater of:

9.2.1. The average monthly billing under this Agreement multiplied by the number of remaining months in the initial or renewal term; or

9.2.2. The Customer’s minimum committed monthly volume, as recorded in the Master Services and Equipment Rental Agreement, multiplied by the remaining contract term.

9.3. In addition to the cancellation charges in 9.2, the Customer shall be liable for:

9.3.1. The replacement value of any consumables, spare parts, or accessories installed in Almestar equipment that have not yet reached their full rated yield or expected lifecycle;

9.3.2. As reasonably determined by Almestar’s technical department, acting in good faith;

9.3.3. A copy of such assessment shall be made available to the Customer upon request.

9.4. Where the Consumer Protection Act, 2008 applies, the following provisions shall apply:

9.4.1. The Customer may terminate this Agreement by giving at least twenty (20) business days’ written notice to Almestar;

9.4.2. Almestar shall be entitled to impose a reasonable cancellation fee as contemplated in Section 14(3)(b)(i) of the CPA, taking into account:

9.4.3. The duration of the Agreement as at the date of cancellation;

9.4.4. Any value provided to the Customer,

9.4.5. The value of the goods that remain in the Customer’s possession;

9.4.6. The cost of concluding and cancelling the Agreement;

9.4.7. The length of notice given by the Customer;

9.4.8. Industry practice and applicable guidelines.

10. BREACH OF AGREEMENT AND REMEDIES

10.1. Notice of Breach

• 10.1.1. If either Party (the “Defaulting Party”) commits any material breach of this Agreement, the other Party (the “Aggrieved Party”) shall be entitled to:

• 10.1.1.1. Deliver written notice to the Defaulting Party describing the nature of the breach; and

• 10.1.1.2. Require the Defaulting Party to remedy the breach within fourteen (14) calendar days of receipt of such notice (the “Cure Period”).

10.2. Failure to Remedy

If the Defaulting Party fails to remedy the breach within the stipulated Cure Period:

• 10.2.1. The Aggrieved Party may, without prejudice to any other legal rights or remedies:

• 10.2.1.1. Terminate this Agreement with immediate effect by written notice;

• 10.2.1.2. Claim contractual damages, interest, and legal costs on an attorney-and-own-client scale;

• 10.2.1.3. Seek urgent equitable relief, including but not limited to an interdict or specific performance, as appropriate under the circumstances.

10.3. Material Breach by the Customer

In the event of termination due to a material breach by the Customer, including but not limited to:

10.3.1. Failure to make timely payments;

10.3.2. Unauthorised servicing, relocation, tampering, or misuse of equipment;

10.3.3. Breach of confidentiality obligations or assignment restrictions;

10.3.4. Use of the services or equipment for any unlawful or unauthorised purpose;

10.3.5. Then the Customer shall remain immediately liable for:

• 10.3.5.1. All outstanding amounts, including rentals, service fees, and interest at Prime + 5%;

• 10.3.5.2. Any unpaid debit order rejection fees or administrative charges;

• 10.3.5.3. The early termination penalties as contemplated in Clause 9 of this Agreement.

10.4. Material Breach by X-Corp (Almestar)

• 10.4.1. Where the breach is committed by X-Corp, and is not remedied within the Cure Period:

• 10.4.1.1. The Customer shall be entitled to a pro-rata refund of any pre-paid service fees directly relating to services not delivered;

• 10.4.1.2. Provided such refund is not off-set by any unpaid amounts or damages caused by the Customer.

10.5. Non-Waiver and Acceleration

• 10.5.1. Failure by Almestar to enforce any provision or to act upon a breach shall not be construed as a waiver of its rights;

• 10.5.2. Almestar may, at its sole discretion, elect to accelerate all amounts due under this Agreement, rendering the full remaining contract value immediately payable upon breach by the Customer.

11. TEMPORARY SUSPENSION

11.1. Almestar shall be entitled to temporarily suspend the provision of any Service to the Customer, in whole or in part, under the following circumstances:

• 11.1.1. During any technical failure, upgrade, reconfiguration, or scheduled maintenance of the Almestar network or systems;

• 11.1.2. Where the Customer has failed to make payment of any invoiced amount by the due date;

• 11.1.3. Where the Customer has breached any term or condition of this Agreement, including but not limited to unauthorised use, system interference, or equipment tampering.

11.2. During any such suspension:

• 11.2.1. The Customer shall remain liable for all fixed charges, rentals, or recurring service fees as per the Agreement;

• 11.2.2. Almestar shall use reasonable efforts to restore suspended services once the underlying cause has been resolved or rectified.

11.3. Where the suspension is due to the Customer’s breach or non-payment:

• 11.3.1. A service suspension and reconnection fee of R215.00 (Two Hundred and Fifteen Rand) per affected service shall apply;

• 11.3.2. This fee must be paid in full prior to the reconnection or restoration of the relevant service(s).

11.4. Suspension of service under this clause shall not be construed as a waiver of Almestar’s rights to:

• 11.4.1. Enforce payment,

• 11.4.2. Claim damages,

• 11.4.3. Or terminate the Agreement in accordance with Clause 10.

11.5. Where the Consumer Protection Act, 2008 applies, Almestar undertakes that:

• 11.5.1. Any suspension shall be effected in a manner that is not unfair, unreasonable, or unjust as contemplated under Section 48 of the CPA;

• 11.5.2. And that the Customer shall be provided with reasonable notice where suspension is not urgently required to protect infrastructure, prevent fraud, or enforce compliance.

12. DISPUTE RESOLUTION AND ARBITRATION

12.1. The Parties acknowledge that disputes may arise during the term of this Agreement, including but not limited to disputes regarding the:

• 12.1.1. Validity, implementation, execution, or interpretation of this Agreement;

• 12.1.2. Rectification, breach, cancellation, or termination of this Agreement.

12.2. In the event of such a dispute:

• 12.2.1. The dispute shall first be referred to a dispute resolution committee comprising:

• 12.2.2. Two (2) representatives appointed by the Customer; and

• 12.2.3. Two (2) representatives appointed by Almestar (or their alternates);

• 12.2.4. The committee shall use their best efforts to resolve the dispute within fourteen (14) calendar days of referral.

12.3. If the committee fails to resolve the dispute:

• 12.3.1. The matter shall be referred to arbitration in accordance with the Rules of the Arbitration Foundation of Southern Africa (AFSA);

• 12.3.2. The arbitrator shall be appointed in terms of AFSA’s procedures;

• 12.3.3. The decision of the arbitrator shall be final and binding on the Parties, subject to review rights under applicable law.

12.4. Litigation Rights

• 12.4.1. In the event that arbitration is not elected, or if interim relief is sought:

• 12.4.2. The Parties consent to the jurisdiction of the High Court of South Africa, having jurisdiction over the matter;

• 12.4.3. The successful Party in any legal proceedings shall be entitled to:

• 12.4.4. Recover all legal costs on an attorney-and-own-client scale, including VAT and disbursements, from the unsuccessful Party.

12.5. Consumer Protection Act Applicability

• 12.5.1. Where the Customer is a consumer as defined in the Consumer Protection Act, 2008:

• 12.5.1.1. And the Customer uses the Services for personal, non-business purposes, the dispute resolution provisions under Clause 12.3 shall be voluntary;

• 12.5.1.2. In such cases, the Customer may elect to resolve disputes using alternative dispute mechanisms set out in the CPA, including referral to the Consumer Goods and Services Ombud, the National Consumer Tribunal, or a provincial consumer court.

13. CONFIDENTIALITY

13.1. Each Party undertakes to:

• 13.1.1. Treat all commercial, operational, financial, and technical information received from the other Party as strictly confidential;

• 13.1.2. Use such information solely for the purposes of this Agreement.

13.2. Confidential information shall include, but is not limited to:

• 13.2.1. Business models, strategies, pricing, customer lists, technical processes, and documentation;

• 13.2.2. Any information clearly marked or reasonably understood to be confidential.

13.3. Neither Party shall disclose the other Party’s confidential information to any third party without prior written consent, unless required by law, court order, or regulatory obligation.

13.4. This obligation shall survive termination of the Agreement for a period of three (3) years.

14. INTELLECTUAL PROPERTY

14.1. All intellectual property rights, including but not limited to:

14.1.1. Copyright, trademarks, designs, patents, source code,

configurations, and proprietary processes;

14.1.2. Used or developed in connection with the Services provided under this Agreement;

14.1.3. Shall remain the exclusive property of Almestar, or its licensors or third-party suppliers.

14.2. The Customer acknowledges and agrees that:

14.2.1. It shall not acquire any right, title, or interest in or to any such intellectual property;

14.2.2. It shall not reverse engineer, decompile, disassemble, or tamper with any equipment, software, or firmware owned by Almestar or its third-party vendors.

14.3. The Customer warrants that:

14.3.1. It shall not use Almestar’s services to upload, transmit, host, or present any content that infringes upon the intellectual property rights of any third party;

14.3.2. It has obtained all necessary rights, licences, and permissions to use any third-party content or IP in connection with the Services.

14.4. Any breach of this clause shall constitute a material breach of the Agreement and entitle Almestar to immediate termination, damages, and injunctive relief.

15. LIMITATION OF LIABILITY

15.1. To the fullest extent permitted by applicable law, Almestar shall not be liable to the Customer — whether in contract, delict (including negligence), statute, or otherwise — for any indirect, consequential, or special damages, including but not limited to:

• 15.1.1. Loss of profits, revenue, business, or goodwill;

• 15.1.2. Loss of anticipated savings or contracts;

• 15.1.3. Wasted management time or staff resources;

• 15.1.4. Cost of procurement of substitute goods or services;

• 15.1.5. Incidental or consequential losses of any kind;

• 15.1.6. Any third-party claims against the Customer.

15.2. Almestar shall not be liable for any damages or loss suffered by the Customer due to:

• 15.2.1. Interruptions, degradation, or failure in the provision of services;

• 15.2.2. Caused by technical faults, system maintenance, or network issues;

• 15.2.3. Provided such issues do not result from Almestar’s gross negligence or wilful misconduct.

15.3. The Customer shall not be entitled to any fee reduction, refund, or set-off for service interruptions, except where expressly agreed in writing or mandated by law.

16. INDEMNITY

16.1. The Customer hereby indemnifies and holds Almestar, including its directors, employees, agents, and subcontractors, harmless from and against any:

• 16.1.1. Claims, damages, losses, liabilities, penalties, or expenses (including legal costs on an attorney-and-own-client scale);

• 16.1.2. Arising out of or in connection with the installation, provision, use, or failure of provision of the Services or Equipment.

16.2. This indemnity shall not apply to the extent that such loss, damage, or expense arises from:

• 16.2.1. Almestar’s gross negligence, wilful misconduct, or fraudulent acts.

16.3. The Customer agrees that this indemnity survives termination of the Agreement for a period of two (2) years.

17. FORCE MAJEURE

17.1. If Almestar is prevented or delayed from performing any of its obligations under this Agreement due to force majeure, such performance shall be suspended for the duration of the force majeure event.

17.2. “Force majeure” shall include:

• 17.2.1. Acts of God, natural disasters, epidemics, pandemics;

• 17.2.2. Governmental acts or regulations, embargoes, war, insurrection, riots, sabotage, civil unrest;

• 17.2.3. Labour disputes, strikes (legal or illegal), lockouts, and service provider failures;

• 17.2.4. Breakdown of systems or transport, power outages, or any cause beyond the reasonable control of Almestar.

17.3. Upon occurrence of a force majeure event:

• 17.3.1. Almestar shall notify the Customer in writing within seven (7) days, specifying the nature and start date of the event;

• 17.3.2. Performance of obligations shall be suspended only to the extent impacted by such event;

• 17.3.3. Almestar shall use reasonable efforts to resume performance as soon as practically possible.

17.4. If a force majeure event continues for more than sixty (60) consecutive days, and materially affects performance of a material part of this Agreement:

• 17.4.1. Almestar may terminate the Agreement on seven (7) days’ written notice to the Customer;

• 17.4.2. Provided such termination shall not affect accrued rights or obligations up to the date of termination.

17.5. Almestar shall be entitled to extend the term of the Agreement by a period equal to the force majeure delay, upon written notice to the Customer.

18. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

18.1. The Customer shall not cede, assign, delegate, transfer, subcontract, or otherwise dispose of any of its rights, duties, or obligations under this Agreement - whether in whole or in part - without the prior written consent of X-Corp, which may be granted or withheld at its sole discretion.

18.2. Any attempted assignment or transfer by the Customer in violation of this clause shall be null and void and shall constitute a material breach of this Agreement.

18.3. X-Corp shall be entitled, at any time and without the need for prior notice to the Customer, to cede or assign all or part of its rights and/or obligations under this Agreement to any of its affiliates, successors, or third-party service providers, including finance or equipment rental partners, provided that such assignment does not materially prejudice the Customer’s rights.

18.4. This clause shall not preclude X-Corp from subcontracting specific services (such as delivery, installation, connectivity, technical support or repairs) to third parties, provided that X-Corp remains responsible for the proper execution of its obligations under this Agreement.

18.5. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns.

19. NOVATION

19.1. No novation, substitution, or transfer of any rights, obligations, or parties under this Agreement shall be valid or enforceable unless:

• 19.1.1. it is expressly initiated or approved in writing by Almestar (Pty) Ltd t/a X-Corp Business Solutions, in its sole and absolute discretion;

• 19.1.2. the incoming or substituted party has, to Almestar’s satisfaction, demonstrated the required operational capacity, financial stability, and capability to assume full performance obligations; and

• 19.1.3. a formal written novation agreement is signed by all affected parties, including Almestar, prior to the substitution taking effect.

19.2. Almestar reserves the right to withhold consent to any proposed novation without obligation to provide reasons. Any attempted novation without Almestar’s prior written approval shall be deemed null and void and shall constitute a material breach of this Agreement, entitling Almestar to terminate the Agreement with immediate effect and claim any resultant damages or penalties.

20. DOMICILIUM CITANDI ET EXECUTANDI

20.1. The parties choose as their domicilia citandi et executandi for all purposes under this agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise of any option), the following addresses –

• 20.1.1. Customer: as set out in the Master Services and Equipment Rental Agreement.

• 20.1.2. Almestar: Building 77, Studio Office Park, 5 Concourse Crescent, Lonehill, support@almestar.co.za; 011 462-1270

20.2. Either Party may change its domicilium address:

• 20.2.1. By providing not less than seven (7) days’ written notice to the other Party.

21. OWNERSHIP OF DOCUMENTS

21.1. All documents, software configurations, and backups developed or maintained by Almestar relating specifically to:

• 21.1.1. The Customer’s systems or infrastructure;

• 21.1.2. Shall remain the property of the Customer.

21.2. Almestar shall not:

• 21.2.1. Retain, duplicate, or reuse such Customer-owned information for unrelated purposes;

• 21.2.2. Except as required to fulfil service obligations or as required by law.

22. TAXES

22.1. All fees, charges, and other amounts payable under this Agreement are exclusive of Value-Added Tax (VAT) and any other applicable taxes, levies, or duties imposed by any competent taxing authority.

22.2. The Customer shall be liable for, and agrees to pay, all applicable taxes arising from or in connection with the provision, sale, or delivery of goods and services under this Agreement, including VAT, unless expressly exempted by law. Where required, X-Corp shall issue valid tax invoices in accordance with the Value-Added Tax Act, 1991 (Act No. 89 of 1991), as amended.

22.3. In the event of any change in the applicable tax rate or the introduction of a new tax or levy during the term of this Agreement, such adjustments shall be reflected in the Customer’s billing and shall be payable accordingly.

23. CREDIT REPORTING CONSENT

23.1. The Customer acknowledges and agrees that X-Corp reserves the right, in the event of non-payment or material breach of this Agreement, to:

• 23.1.1. Submit and/or list the Customer’s details with registered credit bureaus or relevant credit reporting agencies;

• 23.1.2. Disclose the existence and terms of this Agreement and the Customer’s payment history, including any arrears, defaults, or adverse listings;

• 23.1.3. Report the Customer’s default status in accordance with applicable laws and regulations, including the National Credit Act, 34 of 2005 (“NCA”), where applicable.

23.2. The Customer expressly consents to the disclosure of such information for the purposes of assessing and managing credit risk, debt recovery, and enforcing rights under this Agreement.

23.3. Should the Customer remedy any default and bring the account up to date, X-Corp shall, where possible and in accordance with credit bureau regulations, update the Customer’s listing status accordingly.

24. PROOF OF CONCEPT

Where a proof-of-concept (“POC”) phase is agreed between the Parties:

24.1. The Customer acknowledges and accepts liability for all costs incurred during the POC period, including but not limited to:

• 24.1.1. Call charges,

• 24.1.2. Installation costs,

• 24.1.3. Hardware deployment, and

• 24.1.4. Bandwidth or connectivity consumption.

24.2. The POC period does not suspend any commercial billing or obligation, unless expressly agreed to in writing by Almestar.

25. NO SOLICITATION

25.1. Neither Party shall, during the term of this Agreement and for a period of twelve (12) months following its termination or expiry:

• 25.1.1. Directly or indirectly solicit for employment, engage, or contract with:

• 25.1.2. Any personnel, consultant, agent, or subcontractor of the other Party;

• 25.1.3. Who was involved in the implementation, delivery, or execution of this Agreement.

25.2. This restriction shall not apply where:

• 25.2.1. Written consent is obtained from the other Party; or

• 25.2.2. The engagement is a result of a publicly advertised opportunity, not targeted specifically.

25.3. A breach of this clause shall entitle the aggrieved Party to claim:

• 25.3.1. Liquidated damages equivalent to six (6) months' gross remuneration of the affected individual, or

• 25.3.2. Actual recruitment and training costs, whichever is higher.

26. ENTIRE AGREEMENT AND AMENDMENTS

26.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, communications, or agreements, whether oral or written.

26.2. The Customer acknowledges that it has:

• 26.2.1. Not relied upon any representation, warranty, or promise not expressly recorded herein;

• 26.2.2. And no term, condition, or warranty not included herein shall be binding unless agreed in writing.

26.3. No:

• 26.3.1. Addition to,

• 26.3.2. Variation of, or

• 26.3.3. Consensual cancellation of this Agreement

• 26.3.4. Shall be of any force or effect unless recorded in writing and signed by authorised representatives of both Parties.

26.4. In the event of any conflict between this Agreement and any:

• 26.4.1. Order, quotation, proposal, annexure, or communication,

• 26.4.2. This Agreement shall prevail, unless otherwise expressly stated in writing.

26.5. Each provision of this Agreement is severable:

• 26.5.1. If any clause is held to be unlawful, void, or unenforceable,

• 26.5.2. That clause shall be severed, and the remainder of the Agreement shall remain valid and enforceable.

27. GENERAL TERMS

27.1. This Agreement shall be governed and interpreted in accordance with the laws of the Republic of South Africa.

27.2. Headings are for convenience only and shall not affect interpretation.

27.3. This Agreement may be signed in counterparts and transmitted electronically. Each of which shall be deemed an original, and together constitute one instrument.

27.4. No indulgence, delay, or failure by either Party to enforce any right shall be construed as a waiver of that right.