AGENCY AGREEMENT

Entered into by and between

TELKOM SA SOC LIMITED

Registration number: 1991/005476/30

(hereinafter referred to as "TELKOM")

with address at Telkom Park, The Hub, 61 Oak Avenue, Technopark, Highveld, Centurion, 0157

and

AGENT NAME: ______________________________

Identity Number: _______________________________

Address: _________________________________________________

(hereinafter referred to as "the Agent")

(Jointly “the Parties”)

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INTRODUCTION

A. Telkom is a provider of electronic communication services in South Africa and is an

electronic communications services licensee, under the auspices of which license Telkom shall
provide the Services that the Agent is to market for sale by Telkom.

B. The Agent hereby accept such appointment under the terms and conditions provided for in
this Agreement.

C. The Parties wish to record their agreement in writing, in respect of the above and matters
ancillary thereto. Upon effect hereto by the Parties this Agreement shall take precedence over all
prior arrangements whether orally or in writing.

1. DEFINITIONS AND INTERPRETATION

1.1 “Agent” means the individual with identity number …… appointed by Telkom on a non-exclusive
basis to market the Services in the Territory on behalf of Telkom and to act as Telkom’s agent on the
terms and conditions herein contained;

1.2 “Active” means, in relation to a SIM, that the SIM concerned is shown by Telkom’s systems as:

1.2.1 being Connected to the ECN; and

1.2.2 that a Billable Transaction has been made from such SIM by a Bona Fide End-user or
Subscriber; and

1.2.3 “Activated” shall bear a corresponding meaning;

1.3 “Activation” means the process described in clause 7. below, which results in a SIM becoming Active;

1.4 “Bone Fide End User” means a Customer of the Services sold in terms of this Agreement;

1.5 “Churn” means that a Subscriber SIM is no longer Active for whatever reason, including, but not
limited to, the Subscriber cancelling a Service for any reason or De-Activation of a SIM for any reason;

1.6 “Claw-Back” shall mean the method of deducting and/or claiming back of any amount that may have
been incorrectly or conditionally paid/credited to the Agent by TELKOM, including but not limited to
a Commission, in terms of this Agreement;

1.7 “Commission” means the amounts payable by Telkom to the Agent for the marketing of the Services
by including any commissions, incentives, bonus or other such amounts payable in terms of this
Agreement and as set out in Appendix, DIL’s and/or INL’s, as amended from time to time;
Commissions are inclusive of VAT, unless otherwise stated;

1.8 “Connection” means that Telkom’s systems show that a SIM has been Activated or is deemed Active;

1.9 “Connection Pack” means a Telkom SIM pack which contains a SIM in a sealed kit, and may including
any associated contract and/or advertising materials;

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1.10 “Contact Person” means the person appointed by each Party through whom all dealings and
communications regarding this Agreement shall be channelled, unless otherwise expressly provided
in this Agreement;

1.11 “Customer” means a Bona Fide End-user to whom Telkom has sold a Service, who thereby becomes
a Subscriber;

1.12 “Electronic Communication Network” or “ECN” shall have the meaning ascribed thereto in the
Electronic Communications Act 36 of 2005 (“ECA”);

1.13 “Incentives Notifications Letter” or “INL” means a document issued by Telkom, to the Agent, which
document shall disclose the details of any sales or marketing support to be provided by Telkom, sales
incentives, and/or any changes thereto granted or payable to the Agent in terms of this Agreement;

1.14 “Parties” means Telkom and the Agent;

1.15 “Put-in-Service” or “PIS” mean the status of an Order which indicates that a Service has been
Activated on the ECN;

1.16 “RICA” shall mean Regulation of Interception of Communications and Provision of Communication-
related information Act No. 70 of 2002 as amended from time to time, or any act that may repeal or
replace it including all regulations and government notices published in terms thereof;

1.17 “RICA Officer” shall mean the person whose responsibility it is on behalf of the Agent to ensure that
the Agent and its sub-dealers complies with all applicable legislation in terms of RICA;

1.18 “Services” means those Services and or Products, howsoever packaged or offered, (in respect of
voice and data services, including but not limited to all Pre-Paid Services, Post-Paid Services, products
and/or Connection Packs as specifically advised to the Agent by Telkom from time to time in terms of
Agreement;

1.19 “SIM” means a subscriber identification module, bearing a subscriber number, which when
connected by Telkom on the mobile ECN enables the Subscriber access to the services offered by the
ECN when used in conjunction with compatible Devices;

1.20 “Telkom” means Telkom SA SOC Limited, a public company with limited liability duly incorporated in
South Africa, with registered address at Telkom Park, The Hub, 61 Oak Avenue, Technopark, Highveld,
Centurion, 0157;

1.21 “Territory” means the Republic of South Africa;

1.22 “the Confidential Information” means all information, know-how, ideas, concepts, technology,
manufacturing processes, industrial marketing and commercial knowledge of a confidential nature
(whether intangible or whether in tangible form) relating to or developed in connection with or in
support of the disclosing Party, including the terms and conditions of this Agreement but shall
exclude information:

1.22.1 which is or comes into the public domain other than pursuant to a breach of this Agreement
by either Party;

1.22.2 was known by either Party prior to receipt of the information from the disclosing Party;

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1.22.3 was developed by the receiving Party without reference to the information provided by the
disclosing Party;

1.22.4 was disclosed to the receiving Party from a third Party who is not under a similar duty of
confidentiality;

1.22.5 Required to be disclosed by an order of Court;

1.23 “the Effective Date” means the date of signature of this Agreement by the Party signing last in time;

1.24 “the Intellectual Property” means whatever trademarks (whether registered or not), inventions,
patents (both registered and unregistered), copyrights, registered and unregistered designs, know-
how and other intellectual property rights of whatsoever nature vesting in Telkom or the Agent, as
the case may be, by the operation of law;

1.25 “this Agreement” means the agreement set out herein together with all annexures thereto;

1.26 any reference to the singular includes the plural and vice versa; to natural persons includes legal
persons and vice versa; and to gender includes other genders;

1.27 the clause headings in the Agreement have been inserted for convenience only and shall not be
taken into account in its interpretation. Words and expressions defined in any sub-clause forms part
of and bear the meaning assigned to such words and expressions in that sub-clause;

1.28 if any provision in a definition is a substantive provision conferring rights or imposing obligations on
any Party, effect shall be given to it as if it were a substantive clause in the body of the Agreement,
notwithstanding that it is only contained in the interpretation clause;

1.29 if any period is referred to in this Agreement by way of reference to a number of days, the days shall
be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a
Saturday, Sunday or Public holiday, in which case the last day shall be the next succeeding day which
is not a Saturday, Sunday or public holiday;

1.30 this Agreement shall be governed by and construed and interpreted in accordance with the laws of
South Africa;

1.31 the rules of construction that the Agreement shall be interpreted against the Party responsible for
the drafting or preparation of the agreement, shall not apply to this Agreement;

1.32 this Agreement is an enabling agreement under the terms and conditions of which the Parties may
from time to time arrange for Services to be made available to the Agent. Such products and/or
Services, the Commission(s) thereon and any other specific terms related thereto shall be as set out
in the specific annexure and or INL or any updated Deal Letter assigned by duly authorized
representatives of the Parties;

1.33 except where specifically provided for to the contrary, the applicable Annexure or any updated
Dealer Letter to this Agreement shall be subject to the terms and conditions of this Agreement, and
Telkom’s Standard Terms and Conditions for the Provision of Electronic Communication Services.
Insofar as any condition in the applicable Annexure conflicts with those of this Agreement the
conditions in the applicable Annexure shall prevail;

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1.34 any changes to the applicable Annexure not requiring a re-negotiation of this Agreement will be
reflected in an updated Annexure. This updated Annexure will be regarded as the latest reflection of
the products and/or Services and the associated Commissions made available to the Agent for
purposes of this Agreement.

2. AGENCY AND EXCLUSIVITY

2.1 Telkom hereby appoints the agent as a non-exclusive Agent, to market the Services and Products for
sale by Telkom in the Territory.

2.2 The Agent accepts such non-exclusive appointment on the terms and conditions set out herein.

2.3 The Agent shall market the Services and Connection Packs as set out in the applicable Annexure or
Deal Incentive Letter (DIL) and at the price list for sale by Telkom in South Africa.

2.4 Telkom shall be entitled at any time to appoint any other person as an Agent to market the Services
for sale by Telkom in the Territory.

2.5 The Parties warrant that they have authority to enter into this Agreement, and they have complied
with all internal requirements necessary for the conclusion of this Agreement.

3. HANDLING OF ENQUIRIES AND COMPLAINTS

Telkom shall handle all general enquiries (excluding sales enquiries) with respect to the Services and/or the
products. Any complaints shall be referred to the Telkom Customer Care Centre.

4. APPOINTMENT

4.1 Telkom hereby appoints the Agent on a non-exclusive basis and who accepts appointment with the
effect from the Commencement Date as its agent in the Republic of South Africa to:

4.1.1 market the and Services and Products for sale by Telkom.

5. COMMENCEMENT, DURATION AND TERMINATION

5.1 The Agency Agreement shall commence on the date of signature being the effective date and shall
continue for a period of 2 (two) years from the effective date.

5.2 Either Party may terminate this Agreement subject to providing the other Party with at least 30
(thirty) days prior written notice of cancellation.

5.1.1 In addition to clause 5.2 above, if the Agent:

5.1.1.1 engages in any conduct prejudicial to Telkom or marketing of the Services Products
and generally, or

5.1.1.2 conducts him/herself in a fraudulent or dishonest in any way, Telkom reserves the
right to terminate this agreement with immediate effect.

5.3 The agent shall be entitled to the payment of Commissions Activated and recorded under the Agent’s
name on the ECN as at the date of termination of the agreement.

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5.4 The Agent shall return all marketing materials and other property of Telkom within 1 (one) week of
the Termination Date.

6. AGENTS DUTIES

The Agent shall, during the course of this Agreement:

6.1 At its sole cost and expense, market the Services for sale by Telkom.

6.2 Ensure that the prospective Customer is made aware that he or she is not an employee of Telkom
but has been authorized to market the Services for sale by Telkom.

6.3 Have proper knowledge and understanding of the products so as to be able to optimally market
same.

6.4 Ensure that during the sales process he or she must inform the prospective Customer of:

6.4.1 The terms and conditions of the product,

6.4.2 supporting documentation required,

6.4.3 the fact that Telkom will perform a credit check on the application,

6.4.4 the business rules for delivery of the device.

6.5 Ensure that he or she informs the prospective Customer following documentation that is required to
process their application:

6.5.1 A completed application form, duly signed by the applicant,

6.5.2 (3) three months current Bank Statements,

6.5.3 Copy of a certified valid Identity Document,

6.5.4 Proof of current physical address.

6.6 Only use marketing and enrolment materials that have been supplied by Telkom;

6.7 Comply strictly with all standards, policies, procedures and instructions issued by Telkom;

6.8 Not use any circular, advertisement, brochure, pamphlet, application or publication purporting to
have been issued on behalf of Telkom in any manner without the prior written consent of Telkom;

6.9 Not reproduce any of Telkom marketing collateral in any form.

6.10 Commission

6.10.1 The Agent shall be paid Commissions in respect of any Services that are sold by Telkom
arising from his/her direct efforts in terms of this Agreement;

6.10.2 Telkom shall clawback Commissions from the Agent should Telkom find sufficient prima facie
evidence of fraud/fraudulent behaviour by the Agent;

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6.10.3 Telkom shall be entitled to set off, deduct and/or claim back any amount that may have been
incorrectly, conditionally paid or paid in advance to the Agent by Telkom.

7. LINES AND ORDERS

7.1 Applications for a new Service can be placed with Telkom by the Agent through an appropriate
process or system made available by Telkom for this purpose from time to time. Once an application
is accepted and after successful conclusion of which it will be regarded as Activated or Put into
Service.

7.2 An application, once accepted as contemplated herein, will be deemed an Order. Every Order shall
be deemed to establish a valid Subscriber Agreement between Telkom and the Subscriber.

7.3 Telkom reserves the right at all times to accept or reject any application by the Agent for whatever
reason. The Agent shall have no right or claim whatsoever against Telkom until an application has
been accepted by Telkom and Activation has taken place.

8. CONFIDENTIAL INFORMATION

8.1 Each Party undertakes that it shall not at any time during this Agreement, and for a period of
3 (three) years after termination of this Agreement, disclose to any person any confidential
information concerning the business, affairs, Customers, clients or suppliers of the other Party or of
any member of the group of companies to which the other Party belongs, except as permitted by
clause 8.2.

8.2 Each Party may disclose the other Party's confidential information:

8.2.1 to its employees, officers, representatives or advisers who need to know such information for
the purposes of exercising the Party's rights or carrying out its obligations under or in
connection with this Agreement. Each Party shall ensure that its employees, officers,
representatives or advisers to whom it discloses the other Party's confidential information
comply with this clause 8; and

8.2.2 as may be required by law, court order or any governmental or regulatory authority.

8.3 Neither Party shall use the other Party's confidential information for any purpose other than to
exercise its rights and perform its obligations under or in connection with this Agreement.

9. LIABILITY

9.1 Telkom shall not be liable for any direct, indirect, special, punitive, consequential or exemplary loss
or damages including without limitation loss of profits and loss of business, loss of revenues from
whatsoever cause howsoever arising and whether or not the parties advise each other of the
possibility of such loss or damage.

9.2 Nothing contained in Clause 9.1 shall be deemed to exclude or limit either Party’s liability in respect
of:

9.2.1 any breach of a Party’s obligation under this Agreement in respect of the other Party’s
confidential information, and

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9.2.2 any breach by a Party of its obligations under this Agreement in respect of the Intellectual
property rights and trademarks, and

9.2.3 to the extent that such limitation is not permitted by law.

9.3 A Party (the “offending Party”) will be liable to the other (the “innocent Party”) for direct damage to
the innocent Party’s tangible property to the extent that it is shown to have been caused by the
negligence of the offending Party or its employees in connection with the performance of this
Agreement.

9.4 Nothing in these conditions excludes the liability of either Party for:

9.4.1 death or personal injury caused by that Party's negligence; or

9.4.2 fraud or fraudulent misrepresentation; or

9.4.3 any liability which cannot be excluded in law.

9.5 Either Party will be liable to the other Party only for direct damages to the Services supplied and
failure to perform all its material obligations, to the extent that it is shown to have been caused
directly by the negligence of the either Party or its employees in connection with the performance of
this Agreement.

9.6 Subject to clause, 8. neither Party shall be liable under any circumstances to the other Party, whether
in contract, delict or restitution, or for breach of statutory duty or misrepresentation, or otherwise,
for any special, indirect, consequential or pure economic Loss, costs, damages, charges or expenses
including:

(i) Loss of profits;

(ii) Loss of business;
(iii) depletion of goodwill or similar losses;
(iv) Loss of anticipated savings;
(v) Loss of goods;
(vi) Loss of contract;
(vii) Loss of use of the Services;
(viii) Loss or corruption of data or information; or
(ix) special, indirect, consequential or pure economic Loss, costs, damages, charges or expenses,
suffered by the other Party or any of its Customers that arises under or in connection with
this Agreement.

10. GOVERNING LAW

This Agreement shall be governed by the laws of South Africa.

11. TERMINATION

11.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or
remedies, and subject to any specific rights to terminate this Agreement with immediate effect,
either Party may terminate this Agreement without liability to the other by providing not less than 30
(thirty) business days written notice to the other Party if:

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11.1.1 the other Party fails to pay any amount due under this Agreement on the due date for
payment and remains in default for not less than 30 (thirty) days after being notified in
writing to make such payment;

11.1.2 the other Party commits a breach of any material term of this Agreement other than a failure
to pay any amounts due under this Agreement and (if such breach is remediable) fails to
remedy that breach within a period of 30 (thirty) days after being notified in writing to do so;

11.1.3 the other Party commits a breach of any material term of this Agreement that is not
remediable.

11.2 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the
Parties that have accrued up to the date of termination, including the right to claim damages in
respect of any breach of the Agreement which existed at or before the date of termination.

11.3 Excluding in the instances of termination of the Agreement for fraud and/or material breach by the
Agent, upon termination of this Agreement the Agent shall remain:

11.3.1 entitled to Commissions as set out in the final DILfor the period 60 days after termination of
this Agreement.

12. BREACH

12.1 If a Party is in breach (the “offending Party”), the aggrieved Party shall be entitled, in addition to all
other remedies to which it may be entitled at law, or in terms of this Agreement, to immediately
cancel this Agreement upon notice to this effect, unless the offending Party is entitled, in terms of
any provision of this Agreement, to be afforded an opportunity to remedy the breach.

12.2 Should the Agent be in breach of this Agreement at any time, and be provided an opportunity by
Telkom to remedy such breach, and Telkom is indebted to the Agent for any amounts whatsoever at
that time, Telkom shall be entitled to withhold all or any payments during the period in which the
Agent is required to remedy the breach. Should the Agent remedy the breach in full, Telkom shall
make payment of amounts owing in terms of this Agreement within such periods as are provided for
in this Agreement, with due extension of such periods for the duration of the period during which the
breach is remedied.

12.3 Upon termination of this Agreement for any reason whatsoever:

12.3.1 the Agent shall forthwith return to Telkom all advertising and promotional material as well as
all signage in its possession or under its control at that time;

12.3.2 the Agent shall forthwith cease to promote, market or advertise the Services or make any
further use of Telkom’s trademarks and shall not be entitled to make reference to any
association to Telkom;

12.3.3 the Agent shall forthwith cease to market for sale by Telkom any SIM Connection Packs or
Airtime.

12.4 Termination of this Agreement will not relieve a Party of any obligations imposed upon such Party by
this Agreement prior to its termination.

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12.5 Upon the termination for any reason whatsoever of this Agreement all amounts then owing by the
Agent to Telkom will become immediately due and payable.

13. DATA PROTECTION

13.1 Each Party warrants and undertakes to the other, in respect of all of each other's Data that it may
process on behalf of the other, that it shall at all times:

13.1.1 only process each other's Data for the purposes necessary detailed in this Agreement and, in
so doing, shall act solely on the instructions of the other Party. In particular, a Party shall not
itself exercise control or transfer, or purport to transfer, control of the other's Data to a third
party, except as it may be specifically instructed to do by the other Party or as may be agreed
between the Parties;

13.1.2 keep the other's Data logically separate to data processed on behalf of any third party;

13.1.3 not process, apply or use the other's Data for any purpose other than as required for
purposes of this Agreement;

13.1.4 upon termination of this Agreement, at the other Party's option, destroy or return all the
other's Data to it, along with any medium or document containing such Data; and

13.1.5 maintain and continue to maintain appropriate and sufficient technical and organisational
security measures to protect the other's Data against accidental or unlawful destruction or
accidental loss, damage, alteration, unauthorised disclosure or access, in particular where
the processing of the other's Data involves the transmission of such Data over an ECN.

13.2 A Party may, subject to the other Party's consent, which shall not be unreasonably withheld,
subcontract or outsource the processing of the other's Data under this Agreement to any other
person or entity ("Sub-Processor") provided that it imposes legally binding contract terms
substantially similar to those contained in this clause on the Sub-Processor.

13.3 Each Party acknowledges and agrees that it shall remain liable to the other for any breach of the
terms of this clause by any Sub-Processor and other subsequent third-party processors appointed by
it.

13.4 Each Party acknowledges and agrees that the other may receive legally binding demands from a Law
Enforcement Authority for the disclosure of, or other assistance in respect of, the other's Data, or be
required by law, court order, warrant, subpoena or other legal judicial process to disclose any of the
other's Data to another person and that the disclosing Party shall not be in breach of this clause for
complying with such obligations to the extent legally bound. Each Party shall notify the other as soon
as reasonably possible of any such demand, unless otherwise prohibited, such as a prohibition under
criminal law to preserve the confidentiality of a law enforcement investigation.

14. NOTICES AND DOMICILIA

14.1 The Parties choose as their domicilia citandi et executandi their respective addresses set out in this
clause for all purposes arising out of or in connection with this Agreement, at which addresses all
processes and notices arising out of or in connection with this Agreement, its breach or termination,
may validly be served upon or delivered to either of the Parties.

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14.2 For the purposes of this Agreement the Parties’ respective addresses shall be:

14.2.1 As regards Telkom:

The Hub
61 Oak Avenue
Centurion
0157

For the attention of:

The Group Executive, Legal Services

in respect of any legal process
email: legalservices@Telkom.co.za

14.2.2 As regards The Agent:

Address
xxx
xxx
For the attention of:

xxx
email: xxx

or at such other address, not being a post office box or poste restante, of which the Party concerned
may notify the other Party in writing.

14.3 Any notice given or other document sent in terms of this Agreement shall be in writing and shall:

14.3.1 if delivered by hand be deemed to have been duly received by the addressee on the date of
delivery;

14.3.2 if sent by email on the third Business Day following the date of sending of such email.

14.4 Notwithstanding anything to the contrary contained in this Agreement, a written notice (excluding
pleadings commencing legal process) or communication actually received by one of the Parties from
another including by way of email transmission shall be adequate written notice or communication
to such Party.

15. FORCE MAJEURE

15.1 Includes but is not limited to:

15.1.1 acts of God, flood, drought, earthquake or other natural disaster;

15.1.2 epidemic or pandemic;

15.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war,
armed conflict, imposition of sanctions, embargo, or breaking off, of diplomatic relations;

15.1.4 nuclear, chemical or biological contamination or sonic boom, meteorite strike, or solar flare;
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15.1.5 any law or any action taken by a government or public authority, including the imposition of
an export or import restriction, quota or prohibition, or failing to grant a necessary licence or
consent;

15.1.6 collapse of buildings, fire, explosion or accident;

15.1.7 any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by
the Party seeking to rely on clause 15. or companies in the same group as that Party);

15.1.8 non-performance by suppliers or subcontractors; or

15.1.9 interruption or failure of any utility service.

15.2 No Party shall be relieved from liability by reason of a Force Majeure Event from making timely
payment of any monies otherwise due and payable under this Agreement.

15.3 Provided it has complied with clause 15.3, if a Party is prevented, hindered or delayed in or from
performing any of its obligations under this Agreement by a Force Majeure Event ("Affected Party"),
the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or
delay in the performance of such obligations. The time for performance of such obligations shall be
extended accordingly.

15.4 The Affected Party shall:

15.4.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other
Party in writing of the Force Majeure Event, the date on which it started, its likely or potential
duration, and the effect of the Force Majeure Event on its ability to perform any of its
obligations under the agreement; and

15.4.2 use its reasonable endeavours to mitigate the effect of the Force Majeure Event on the
performance of its obligations.

15.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its
obligations for a continuous period of more than 90 (ninety) days, the Party not affected by the Force
Majeure Event may terminate this Agreement by giving not less than 30 day's written notice to the
Affected Party.

15.6 No Party to this Agreement shall be liable for any failure to fulfil its obligations hereunder where such
failure is caused by circumstances outside the reasonable control of such Party, including, without
limitation, any Act of God, insurrection or civil disorder, war or military operations, national or local
emergency, acts or omissions of Government, labour disputes of any kind (whether or not involving
the Party’s employees), fire, lightning or explosion caused by circumstances outside the reasonable
control of such Party (each an “event of force majeure”).

15.7 The Party affected by the event of force majeure shall within 1 (one) day or as soon as possible notify
the other Party in writing of the estimated extent and duration of such inability to perform its
obligations.

15.8 Upon cessation of circumstances leading to the event of force majeure, the Party affected by such
event of force majeure shall within 1 (one) day or as soon as possible notify the other of such
cessation.

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15.9 If as a result of the event of force majeure, the performance by either Party of such Party’s
obligations under this Agreement is only partially affected, such Party shall nevertheless remain liable
for the performance of those obligations not affected by the event of force majeure.

15.10 If the event of force majeure continues for a period of 6 (six) months or less from the date of any
notification thereof in terms of clause 15.2, any and all obligations outstanding shall be fulfilled by
the Party who has been unable to perform due to the event of force majeure as soon as possible
after cessation of the event of force majeure, save to the extent that such fulfilment is no longer
practically possible or is not required by the other Party.

15.11 If the event of force majeure continues for more than 6 (six) months from the date of any notification
thereof in terms of clause 15. and notice of cessation in terms of clause 15.3 has not been given and
such event of force majeure prevents the affected Party from performing its obligations in whole or
in part during that period, the other Party shall be entitled (but not obliged) to terminate this
Agreement by giving not less than 21 (twenty-one) Business days written notice to the affected Party
after expiry of such 6 (six) month period to that effect, provided that such notice shall be deemed not
to have been given if a notice of cessation given in terms of clause 15.3 of the event of force majeure
is received or deemed to be received by the unaffected party prior to the expiry of such 21 (twenty-
one) Business days.

15.12 If this Agreement is not terminated in terms of the provisions of clause 15.6, any obligations
outstanding shall be fulfilled by the party who is unable to perform due to the event of force majeure
as soon as reasonably practicable after the event of force majeure has ended, save to the extent that
such fulfilment is no longer possible or is not required by the other party.

16. CONSENT TO JURISDICTION

The Parties hereby consent and submit to the exclusive jurisdiction of the Gauteng High Court, Pretoria
Division of the Republic of South Africa for any dispute arising from or in connection with this Agreement.

17. GENERAL

17.1 Whole agreement, no amendment

17.1.1 This Agreement constitutes the whole agreement between the Parties relating to the subject
matter hereof and supersedes any other discussions, agreements and/or understandings
regarding the subject matter hereof.

17.1.2 No amendment or consensual cancellation of this Agreement or any provision or term hereof
or of any agreement, bill of exchange or other document issued or executed pursuant to or in
terms of this agreement and no settlement of any disputes arising under this agreement and
no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to
suspend or postpone the enforcement of any of the provisions or terms of this agreement or
of any agreement, bill of exchange or other document issued pursuant to or in terms of this
agreement shall be binding unless recorded in a document signed by the Parties (or in the
case of an extension of time, waiver or relaxation or suspension, a document signed by the
Party granting such extension, waiver or relaxation).

Any such extension, waiver or relaxation or suspension which is so given or made shall be
strictly construed as relating strictly to the matter in respect whereof it was made or given.

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For the purposes of this clause, notwithstanding the Electronic Communications and
Transactions Act, 2002, “signed” shall mean a signature executed by hand on paper
containing the document or an advanced electronic signature as defined in the Electronic
Communications and Transactions Act, 2002, applied to the document by the signatory.

17.1.3 No oral pactum de non petendo (agreement not to sue) shall be of any force or effect.

17.1.4 No extension of time or waiver or relaxation of any of the provisions or terms of this
agreement or any agreement, bill of exchange or other document issued or executed
pursuant to or in terms of this agreement, shall operate as an estoppel against any Party in
respect of its rights under this agreement, nor shall it operate so as to preclude such Party
(save as to any extension, waiver or relaxation actually given) thereafter from exercising its
rights strictly in accordance with this agreement.

17.1.5 To the extent permissible by law no Party shall be bound by any express or implied or tacit
term, representation, warranty, promise or the like not recorded herein, whether it induced
the contract and/or whether it was negligent or not.

17.2 Severability

17.2.1 Any provision in this Agreement which is or may become illegal, invalid or unenforceable in
any jurisdiction affected by this agreement shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability and shall be treated pro non scripto and
severed from the balance of this Agreement, without invalidating the remaining provisions of
this agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. The Parties shall endeavour in good faith to agree an alternative provision to the
illegal, invalid or unenforceable provision.

17.2.2 Where at any time during the existence of this Agreement, there is a change in the regulatory
provisions or the regulatory environment affecting or governing the terms of this Agreement
or materially impacting on either Party and/or the Parties’ relationship arising from this
Agreement, as issued by ICASA and/or any other regulatory body having any jurisdiction
affected by this Agreement, each Party will use Reasonable Endeavours to assist the other
Party to comply with any new statutory obligations brought by the regulatory change to the
extent required to give effect to this Agreement and/or shall negotiate in good faith to
address any material impact on a Party and/or the Parties’ relationship in terms of or arising
from this Agreement. Any such contemplated impact shall include, but not be limited to, any
technical and/or financial feasibility impact on either Party to comply with its obligations in
terms of this Agreement.

17.3 Relationship between the Parties

17.3.1 This Agreement shall not be construed as a partnership, employment contract, joint venture
or any other form of partnership other than a distribution arrangement subject to the terms
and conditions as herein contained. The Agent hereby confirms and irrevocably agrees that it
is not the intent that the relationship between the Agent and Telkom created in terms of this
Agreement is or ever shall be that of employer and employee, or of a permanent nature.

17.3.2 The rights, duties and obligations of the Parties shall be limited to those rights, duties, and
obligations set out in this Agreement.

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17.3.3 Save as expressly provided for in this Agreement, the Agent shall not have the authority to
act for or on behalf of, or bind Telkom, or to incur any obligation on behalf of Telkom without
Telkom’s prior written consent.

17.4 Cession

Neither Party shall be entitled to cede and delegate respectively its rights and obligations under this
agreement to any third party.

17.5 Survival

This clause 17. shall survive termination of this Agreement and continue in full force and effect.

17.6 No assignment

Neither Party shall be entitled to cede and delegate respectively its rights and obligations under this
Agreement to any third party without the prior written consent of the other Party, which consent
shall not be unreasonably withheld or delays.

17.7 Good faith

The Parties shall in their dealings with each other display good faith.

17.8 Communications between the Parties

All notices demand and other oral or written communications given or made by or on behalf of any
Party to the other Parties or any of them shall be in English.

18. SIGNATURE

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

18.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same Agreement as at the date of signature of the
Party last signing one of the counterparts.

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

19. COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting,
preparation and implementation of this Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year written hereunder.

SIGNED at on this day of ________ 2022 in the presence of

the undersigned witnesses.

AS WITNESSES

1. ______________________________ 1. ______________________________
For and on behalf of Telkom

______________________________ 2. ______________________________
NAME

______________________________
CAPACITY
Who warrants that he/she is duly authorised hereto

2. ______________________________ 1. ______________________________
For and on behalf of Telkom

______________________________ 2. ______________________________
NAME

______________________________
CAPACITY
Who warrants that he/she is duly authorised hereto

SIGNED at on this day of ________ 2022 in the presence of

the undersigned witnesses.

AS WITNESSES

1. ______________________________ 1. ______________________________
For and on behalf of The Agent

______________________________ 2. ______________________________
NAME

______________________________
CAPACITY
Who warrants that he/she is duly authorised hereto

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AGENT’S INFORMATION

TELKOM: ………………………………………………………………………………………………………………………………

Agent’s Details:

Date: ………………………………………………………………………………………………………………………………

Agency name: ………………………………………………………………………………………………………………………………

Agent name and ………………………………………………………………………………………………………………………………

surname:

Agent code (if ………………………………………………………………………………………………………………………………

applicable):

Contact person ………………………………………………………………………………………………………………………………

name:

Admin person ………………………………………………………………………………………………………………………………

name:

Work number: ………………………………………………………………………………………………………………………………

Cell number: ………………………………………………………………………………………………………………………………

Fax number: ………………………………………………………………………………………………………………………………

E-mail address: ………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………

Physical address: ………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………

Postal address: ………………………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………

Identity ………………………………………………………………………………………………………………………………
no./Registration
no.:

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APPENDIX A: COMMISSION CRITERIA SCHEDULE “CCS”

1 DEFINITIONS

1.1 “Activation Bonus” means a once-off Commission for Pre-paid Services payable by Telkom to the
Agent, as set out in and subject to the terms contained in the relevant DIL;

1.2 “Billable Usage” means the transmission of any voice, data or other signal in terms of any Service
provided to a Subscriber, including but not limited to USSD sessions, SMS, voice calls, data sessions;

1.3 “Cash Incentive Card (CIC) “means a card issued by Telkom to the Agent to be used as a means to
effect payment of Commissions;

1.4 “Deal” means a combination of any package, Service and/or device when bundled together and billed
by Telkom to the Agent as a specified billable amount as set out in a DIL;

1.5 “Deal ID” means a unique identification number as referenced by Telkom for a Deal in the relevant
DIL;

1.6 “New to Broadband” or “NTB” means a Customer who has an existing Active Service on the Telkom
ECN and signs up for a new broadband product;

1.6.1 the new Service/product must not be the same as the Service/product already existing;

1.6.2 the new product is classified as a fixed-line Broadband product;

1.6.3 an increase in the speed of the Broadband Internet Service is not considered as a new service
- Example: PSTN Weekender to VDSL Do Advanced;

1.7 “New to Customer” or “NTC” (which includes NTB and Migrations) means an existing Telkom fixed -
line Customer who subscribes for a new fixed-line Services and/or product provided by Telkom,
where:

1.7.1 the new Service is a different Broadband Service/product;

1.7.2 the new Service/broadband product must not be the same as the already existing
Service/product;

1.7.3 An increase in the speed of the Broadband Internet Service is not considered as a new
Service -Example: VDSL Do Advanced to FTTX Fibre 20GB;

1.8 “New to Franchise Connection” or “NTF” means a new Customer acquiring a service on the Telkom
ECN. Such NTF Customer will be identified as a new Customer if the Customer had no Telkom fixed-
line products and/or Services in the applicable Telkom financial year. For purposes of clarity, a
Customer who cancelled and re-applied for Services within a financial year window will not be
considered NTF. The Telkom financial year starts on 1 April and ends on 31 March;

1.9 “Sales Incentive Bonus” or “SIB” means a once-off Commission payable by Telkom to the Agent, as
set out in and subject to the terms contained in the relevant DIL;

1.10 “Upsell” is defined as an existing Customer who acquires a new fixed-line service from Telkom,
where the source and target/new technology should be the same:
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1.10.1 the speed of the new Service must be higher than the speed of the existing Service;

1.10.2 speed downgrades will not be considered as a new Service;

1.10.3 an Upsell is applicable where new Service/product has a higher subscription value than the
previous Service/product;

1.10.4 an Upsell is only applicable to an existing T Customer that signs a 24 month contract for the
same product technology at a higher speed:

Examples:
FTTX Fibre 4Mbps to FTTX Fibre 8Mbps
PSTN Weekender calling plan to PSTN Unlimited calling plan
ADSL Do Advanced 4Mbps SoftCap to ADSL Do Advanced 4Mbps Uncapped;

1.10.5 exclusions are included but not limited to for example:

a product changed from Uncapped ADSL 4mbps to Capped ADSL 4mbps and vice versa.

2 COMMISSIONS

2.1 Mobile Services

2.1.1 Telkom shall pay the Agent an Activation Bonus in respect of qualifying Pre-paid Activations.
The terms and conditions for any Activation Bonus shall be set out in Appendix B as duly
issued by Telkom from time to time;

2.1.2 Telkom shall pay the Agent a SIB in respect of qualifying Orders for Activations. The terms
and conditions for any SIBs shall be set out in a DIL as duly issued by Telkom from time to
time; provided at all times that the Deal concerned in terms of which the relevant Order was
placed is still valid at the time of the sale to the Subscriber.

2.2 Fixed line services

Telkom shall pay the Agent a SIB in respect of qualifying Orders whose Order status is PIS for NTB,
NTC, NTF and/ or Upsell. The terms and conditions for any SIBs shall be set out in a DIL as duly issued
by Telkom from time to time; provided at all times that the Product concerned in terms of which the
relevant Order was placed is still valid at the time of the sale to the Subscriber.

3 PAYMENT

3.1 Telkom shall issue the Agent the CIC once the Agent has registered with Telkom on Telkom’s CIC
program.

3.2 Telkom shall pay the Agent the qualifying Commission amounts directly onto the CIC.

3.3 All monetary values (R amount) are inclusive of VAT, unless otherwise stated.

3.4 The payment to the Agent will be made no earlier than 15 (fifteen) days after the last day of calendar
month in which the transaction qualified for Commissions.

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3.5 Any income tax related matters which may arise as a result of this payment will be the Agents
responsibility, to declare and settle with SARS.

3.6 The Agent shall retain records of all sales made and shall provide, upon request by Telkom, an
accurate and detailed list of the sale of all Services in any particular calendar month in order to
enable Telkom to validate any Commission payments in the event of any queries.

4 GENERAL

4.1 Telkom reserves its rights to terminate registered agents from the Telkom CIC program subject to
written notification.

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APPENDIX B: AGENT ETIQUETTE

Behaviour and Language

 Verbal (The way we speak)

o Greet the Customer using the standard greetings

o Acknowledge the Customer’s request and understand their requirements

o Try and understand the Customer’s frame of mind

o Fact find – Paraphrase and ask relevant questions – conduct a needs analysis based on the
sales model

o Present the solution

o Complete required documentation using provided process and do coverage check.

o Bid the Customer farewell in an appropriate manner

 Non-Verbal (The way we behave)

o Smile and be interested

o Focus and maintain eye contact

o No slouching/ leaning on furniture

o Don’t arrive late for an appointment

o Do not make or receive phone calls in front of your Customer

o Personal hygiene – be well groomed, shaved and adopting a professional outlook/

appearance in the first step in impressing your Customer. Be sensitive to bad breath,
cigarette/ body odour.

o Fulfil promises made to the Customer

o Follow the dress code

o No eating or chewing gum

Dress code

 Telkom considers the way sales agents dress and their appearance to be of significant importance
in portraying a professional image to all Customers.

 The appropriate Telkom shirt should be worn together with pants that is either black or a jean (no
bleached or torn jeans)

 Footwear must be sensible, neat and clean – it is not permissible to wear trainers and takkies.

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Personal hygiene

 Personal Hygiene – refers to cleanliness of a person’s body

 Be well groomed and presentable

 Unwashed clothes are often a source of undesirable smells

 Poor dental care can also give rise to bad breath

 Hair should be neat, tidy and well groomed

 Male sales agents should either be clean shaved or have a neatly trimmed beard/moustache

 Adopt a professional outlook/ appearance in the first step in impressing your Customer.

 Be sensitive to:

o Bad breath

o Cigarette/ body odour.

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