DEDICATED INTERNET ACCESS SERVICES SUPPLY AGREEMENT

1. Interpretations and Definitions
1.1 The head notes to the paragraphs in this Agreement are for reference purposes only and shall not affect the interpretation of any part hereof
1.2 Words importing the singular shall include the plural and vice versa and words importing one gender shall include the other gender. Any reference to a natural person shall include a body corporate, firm, or association and vice versa
1.3 The appendices to this Agreement form an integral part hereof and words and expressions defined in this Agreement shall bear, unless the context otherwise requires the same meaning in such appendices
1.4 Any provision of the definitions in clause 1.5 below which is a substantive provision conferring rights or imposing obligations on either party, shall be given effect as if it were a substantive provision in the body of this Agreement
1.5 Unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings:
1.5.1 “User Acceptance Certificate” means a certificate (UAT) issued by MTN and signed by the Subscriber confirming that the Network Services have been completed and is operational.
1.5.2 “This Agreement” means this Agreement including appendices hereto which shall be read with and interpreted as an integral part hereof
1.5.3 “Data” means the use of binary signals to transmit information from one computer or apparatus to another
1.5.4 “Effective Billing Date” means the service commission date indicated on the UAT.
1.5.5 “Agreement Effective Date” means the date of signature by Subscriber.
1.5.6 The Subscriber means the party referred to in 2.2, which operates within Eswatini.
1.5.7 “License” means a License, including any amendment to, renewal or replacement of such License, granted to MTN in terms of the laws of the Kingdom of Eswatini to install, operate and maintain a telecommunications network and services within the Kingdom of Eswatini.
1.5.8 “MTN ” means MTN Eswatini.
1.5.9 “MTN Equipment” means any component or any equipment used or owned by MTN pursuant to this agreement
1.5.10 “Network” means the MTN Telecommunications network.
1.5.11 “Network Services” means the telecommunications services provided by MTN as specified in this agreement.
1.5.12 “Regulatory Authority” means the Eswatini Communications Commission (ESCCOM) and its legal successor from time to time as the case may be.
1.5.13 “Data Charges” – shall mean onetime installation charges and monthly recurring charges for all services delivered as per Purchase Orders issued by Subscriber in acceptance to quote shared by MTN.
1.5.14 “Service Order Form” – shall mean the Service Order Form(s) which describes the further terms, conditions, specifications, and pricing of additional Services.

2. Introduction
2.1 MTN Eswatini (herein referred to as MTN) is a company incorporated under the laws of the Kingdom of Eswatini, located at Mahlal’ekhukhwini House (MTN Head Office), eZulwini, Farm 50 corner of MR103 and Nshakabili road and is licensed in terms of the applicable laws of the Kingdom of Eswatini to establish a Network and provide national and international telecommunications services in the Kingdom of Eswatini.

2.2 The Subscriber is a company established in Eswatini and operating under the laws of the Kingdom of Eswatini.
2.3 The Subscriber is desirous of obtaining telecommunications services (Data Connectivity services) and has engaged MTN to provide the required bandwidth backhauling capacity services to a location of its choice per a dully signed Purchase Order.
2.4 The Parties have agreed that MTN provides the services on the terms and conditions stated herein

3. Scope of the Service
3.1 MTN shall provide Data connectivity as requested per a dully approved purchase order by Subscriber.
3.2 MTN shall include a Service Level Agreement to this agreement as per Annex 1.
3.3 The Parties may, by mutual agreement, add additional Services by executing additional Service Order Forms which shall be incorporated into this Agreement. Each Services Order operates as a separate agreement and shall incorporate by reference, in full, the terms of this Agreement, except as specifically stated in the particular Services Order. A Service Order Form shall be binding and effective on the date of execution by both Parties or such other effective date specified therein and shall continue for the term specified therein for the provision of the Service (“Service Term”) unless terminated in accordance with the terms of this Agreement. Provided that if during the Agreement Term, the Parties execute any Service Order Form where the Service Term exceeds the Agreement Term, the Agreement Term shall be deemed to have been automatically extended to the expiry date of the Service Term.
3.4 Upon written request from Subscriber, MTN shall grant and execute temporary suspension of service for not more than two (2) months in the event of service relocation or any activity that requires suspension of the service. Subscriber shall be allowed to raise suspension request for not more than two (2) times successively on a particular link.
3.5 Any suspension beyond two (2) months shall be deemed to be termination of service by Subscriber without course and the penalty for early termination shall apply as in clause 8.1.

4. Obligations of MTN
4.1 MTN agrees to provide the Data connectivity service to the Subscriber
4.2 MTN agrees to operate and maintain the network services in accordance with this agreement.
4.3 MTN or its duly assigned contractors shall perform preventive maintenance on a quarterly basis for all accepted data links in other words.
4.4 MTN or its duly assigned contractors shall provide connectivity between Subscriber sites by means of Microwave or fiber connections depending on request and PO.
4.5 In order to calculate services levels of the various links and payment penalties by the end of the first week of every month, MTN and Subscriber shall reconcile and agree on the uptimes or downtimes of the links to all sites.
4.6 MTN shall be responsible for the maintenance of all equipment installed by MTN at Subscriber sites. Should MTN want to replace any of the equipment at Subscriber’ site, Subscriber shall be given not less than ten (10) working days’ notice, unless the equipment is faulty and is affecting the links availability and quality, days in advance.
4.7 MTN or its duly assigned contractors shall notify Subscriber of any changes made to management procedure concerning the service.

5. Obligations of the Subscriber
5.1 Subscriber shall pay MTN for the provision and usage of the Data connectivity services.
5.2 Subscriber shall use the network services only for lawful purposes as contemplated in this agreement.
5.3 Notwithstanding the above, Subscriber shall be fully responsible for implementing the necessary security controls on their servers and equipment to prevent fraud and misuse. Subscriber shall be liable for any fraud or misuse as envisaged above from Subscriber servers and equipment.
5.4 Subscriber shall provide shelter to accommodate MTN’s equipment at Subscriber sites.
5.5 Subscriber shall provide 24-hour Power supply and 24-hour Security to all equipment installed by MTN at Subscriber sites.
5.6 It is the responsibility of Subscriber to provide uninterruptible power supply for all Customer Premise Equipment (CPE) installed on Subscriber sites. Subscriber shall be responsible for all power conversions when required.
5.7 Subscriber shall undertake to report all faults concerning the services supplied by MTN and ensure that a ticket number is obtained from MTN’s Network Operations Centre (NOC) service desk.
5.8 Subscriber shall ensure that their sites are located in a dust free environment.
5.9 Subscriber shall provide 24-hours access to MTN maintenance team to facilitate prompt response and attend to maintenance issues quickly and conscientiously.
5.10 Subscriber shall undertake that by signing this agreement, it gives MTN the sole permission to maintain their services in relation to MTN’s installations. Subscriber shall not perform any maintenance or allow any other third party to perform maintenance on the services.
5.11 Subscriber shall sign a User Acceptance Test certificate (UAT) issued by MTN within five (10) of completion of link installations. If UAT is not signed after 5 days, the service is deemed accepted.
5.12 Subscriber shall notify MTN of any changes made to management procedure concerning the service.

6. Charges, Payment and Billing
6.1 Subscriber shall pay all the charges for data and network services supplied for all bandwidth capacity, as indicated in price structure section.
6.2 The amount stated as non-recurring charges for installation is payable immediately upon execution of this agreement and/or along the issuance of a purchase order. The amount stated as recurring charges is also payable upon the execution of this agreement and/or after installation. All prices include Value Added Tax (VAT) and shall be added to the invoices regularly.
6.3 Subscriber agrees and undertakes to pay the invoiced amount not later than thirty (30) days after the invoicing date.
6.4 All Monthly Recurring charges are payable monthly. Each payment shall be one hundred per cent (100%) of the value of the invoice issued by MTN.
6.5 MTN reserves the right to suspend services or terminate this Agreement if Subscriber defaults in the payment of bills in accordance with Clause 5.1, and the said default is not remedied within thirty (30) days after written notice thereof is given to Subscriber.
6.6 MTN shall not be liable for damages for any loss suffered in an event where MTN suspends or terminates services for non-payment of bills.
6.7 MTN shall invoice the Subscriber monthly on “one account for all links basis”, i.e., all monthly bills would be to the Corporate Account of Subscriber.
6.8 Bills and invoices shall be delivered by electronic mail or other methods at the option of MTN to the address supplied by the Subscriber above.
6.9 In the event of any dispute between the parties as to the amount payable in any given month, the parties hereby undertake to attempt to resolve the dispute in accordance with the intention and spirit of this Agreement and particularly clauses 17 and 20 hereof. In the meantime, Subscriber shall be made to pay for the undisputed bill while the dispute is resolved
6.10 In the event of receipt of an incorrect bill by the Subscriber, MTN reserves the right to recover the correct amount(s) due, when the error is detected.
6.11 Where the Subscriber is in breach of this Agreement and this Agreement is terminated as a result thereof, the balance of the total amounts payable to MTN as provided in charges section, shall become due and payable, without prejudice to MTN’s rights to all other relief as it may be entitled to at law or in terms hereof.

7. Commencement and Implementation
7.1 Notwithstanding the date of its signature, this Agreement shall commence on the Effective date and continue for an initial period first written above and thereafter may be renewed for an additional period up to 24 months upon agreement between the parties, subject to any other periods or time schedules set out in this Agreement in respect of specific provisions of this Agreement.
7.2 MTN shall issue a User Acceptance Test Certificate (UAT) certifying the establishment of the Network Services concerned. The Network Services shall be deemed to be commissioned and made available for use on the date of the UAT, as contemplated in this Agreement.

8. Breach and Termination
8.1 Either Party shall have the right to terminate this Agreement by giving the other Party at least two (2) month’s written notice of its intention to do so. Provided always that Subscriber agrees to pay MTN the equivalent amount of the total monthly recurring charges of the remainder of the initial term in the event that it wishes to terminate the contract on its own, or upon the termination of this Agreement due to Subscriber’s non-payment of bills during the initial term of the Agreement in addition to any cost due to MTN at the date of the termination.
8.2 Either Party shall have the right to terminate this Agreement by giving written notice to the other Party upon the happening of any of the following events:
8.2.1 If a Party commits a breach of any of the provisions of this Agreement and fails to remedy same within thirty (30) days after due notice in writing has been given.
8.2.2 If MTN fails to deliver the required bandwidth consistently for three consecutive months and fails to remedy the situation for the period.
8.2.3 If a Party does not perform effectively and efficiently or is unable to or is prevented from carrying on the business for reasons of force majeure.
8.3 Upon the termination of this Agreement, MTN shall dismantle all MTN’s equipment and installations provided by MTN to the Subscriber.

9. Indemnity
9.1 MTN shall indemnify, defend, and hold harmless Subscriber against any and all losses, claims, actions, suits, (including but not limited to costs and reasonable attorneys’ fees) and damages including but not limited to (a) injury, bodily or otherwise, to or death of persons; (b) damages to or destruction of property belonging to Subscriber or others claiming through Subscriber ; (c) violation of any applicable laws; and (d) environmental liabilities to the extent that the same arises out of or in connection with MTN’s breach of this Agreement, or MTN’s or any of its employees, agents, contractors or subcontractors acts, omissions or performance of MTN’s obligations herein
9.2 The Subscriber shall indemnify, defend, and hold harmless MTN against any and all losses, claims, actions, suits, (including but not limited to costs and reasonable attorneys’ fees) and damages including but not limited to (a) injury, bodily or otherwise, to or death of persons;
(b) damages to or destruction of property belonging to MTN or others claiming through MTN; (c) violation of any applicable laws; and (d) environmental liabilities to the extent that the same arises out of or in connection with Subscriber’s breach of this Agreement or Subscriber’s or any of its employees, agents, contractors or subcontractors acts, omissions or performance of Subscriber’s obligations.
10. Decommissioning
10.1 MTN and Subscriber shall sign off a decommission certificate after a notice of termination is given for the Parties to agree on the date of decommission and to stop further supply of services.
10.2 Upon the decommissioning exercise, there shall be no further liability of Subscriber to MTN for services given after the said date. MTN’s equipment’s as per this Agreement shall be decommissioned accordingly.
11. Force Majeure
11.1 If either Party’s performance under this Agreement or any obligation hereunder is prevented, restricted or interfered with by causes beyond its reasonable control including, but not limited to, acts of God, fire, explosion, vandalism, cable cut, storm, pandemic or other similar occurrence; any law, order, regulation, direction, action or request of the Kingdom of Eswatini’s government. or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military authority, or by national emergency, insurrection, riot, war, then such Party shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. Such Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance.
11.2 Immediately upon the cause being removed or ceasing, the Party relying upon it shall give written advice to the other Party of this fact and shall proceed to perform its obligations with reasonable dispatch whenever such causes are removed or cease. The operation of this Agreement shall be suspended during the period that such causes of non- performance existed provided that this provision shall not, however, relieve either Party from making any payment for services provided when due.
11.3MTN shall immediately notify Subscriber upon the occurrence of a force majeure event. Both Parties shall meet as soon as possible to examine what measures may be taken to minimize the impact of the said case of Force Majeure.
12. No Waiver
No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claiming to have waived or consented. No consent by any Party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of or excuse for any different or subsequent breach or default.
13. Limitation of Liability God, fire, explosion, vandalism, cable cut, storm, pandemic or other similar occurrence; any law, order, regulation, direction, action or request of the Kingdom of Eswatini’s government. or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military authority, or by national emergency, insurrection, riot, war, then such Party shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference. Such Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance.
11.2 Immediately upon the cause being removed or ceasing, the Party relying upon it shall give written advice to the other Party of this fact and shall proceed to perform its obligations with reasonable dispatch whenever such causes are removed or cease. The operation of this Agreement shall be suspended during the period that such causes of non- performance existed provided that this provision shall not, however, relieve either Party from making any payment for services provided when due.
11.3 MTN shall immediately notify Subscriber upon the occurrence of a force majeure event. Both Parties shall meet as soon as possible to examine what measures may be taken to minimize the impact of the said case of Force Majeure.
12. No Waiver
No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claiming to have waived or consented. No consent by any Party to, or waiver of, a breach or default by the other, whether express or implied, shall constitute a consent to, waiver of or excuse for any different or subsequent breach or default.
13. Limitation of Liability
Under no circumstances shall either Party to this Agreement be liable to the other for consequential, incidental, punitive or exemplary loss including but not limited to loss of use or loss of profit irrespective of the theory upon which the claim is brought.

14. Data Protection
14.1 The Parties shall ensure that its collection, access, use, storage, disposal and disclosure of Personal Information does and will comply with all Data Protection requirements, applicable regulations and directives.
14.2 At a minimum, the Parties safeguards for the protection of Personal information shall include the following: a) limiting access of Personal Information to authorized employees/authorized Persons; b) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment with information storage capability; c) implementing network, device application, database and platform security; d) securing information transmission, storage and disposal; e) implementing authentication and access controls within media, applications, operating systems and equipment; f) encrypting Highly- Sensitive Personal Information stored on any mobile media; g) encrypting Highly-Sensitive Personal Information transmitted over public or wireless networks; h) implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law; and i) providing appropriate privacy and information security training to the Parties employees.
14.3 Return or Destruction of Personal Information At any time during the term of this Agreement or upon the termination or expiration of this Agreement for any reason, the Parties shall instruct all authorized persons to, promptly return all copies, whether in written, electronic or other form or media, of Personal Information in its possession or the possession of such authorized persons, or securely dispose of all such copies, and certify in writing that such Personal Information has been returned or disposed of securely. The Parties shall comply with all reasonable directions with respect to the return or disposal of Personal Information.

15. Governing Law
15.1This Agreement shall be construed in accordance
with the laws of the Kingdom of Eswatini.
15.2 Any civil action or other legal proceeding arising out of or relating to this Agreement or any dealings between a Party, on the one hand, and the other Party and/or other Party’s officers, directors, employees, or agents on the other hand, whether brought before or after any termination of this Agreement, shall be brought and heard before the Commercial Division of the High Court of the Kingdom of Eswatini and the Parties hereto expressly waive any rights under any law or rule to cause any such proceeding to be brought and heard in any other location.

16. Dispute Resolution
16.1 The Chief Executive Officers or their appointed representatives of the Parties shall endeavor to amicably settle any disputed and misunderstandings which may arise in connection with this Agreement within fourteen (14) days of the occurrence of such dispute.
16.2 Where amicable settlement of any dispute arising from this Agreement is impossible, the Parties shall refer the dispute to the High Court of the Kingdom of Eswatini for resolution.

17. Law and Ethics
17.1 MTN is committed to a policy of openness and integrity in the conduct of its business. The Parties shall therefore conduct this transaction honestly and fairly; and shall comply with all applicable laws, or other act of any applicable governmental authority, whether national, regional, district or local or other governmental authority (collectively, “Laws”) that are applicable to this Agreement and the performance of their obligations herein, including those pertaining to labor, tax, health, safety, and the environment.
17.2 Each Party represents and warrants to ensure that prior to the performance of their respective obligations herein, its subcontractors, and their respective employees and agents will be familiar with and knowledgeable about the applicable Laws. Each Party shall at all times retain exclusive control over and shall be solely responsible for evaluation, implementation, and all other decisions relating to applicable Laws as they pertain to performance of their obligations herein.
17.3 Political Neutrality:
The Parties shall further conduct their business in a completely ethical and transparent manner; and shall not directly or indirectly offer, promise or deliver anything of value to government officials in order to improperly influence governmental acts or so as not to derive any unfair advantage in each other’s institution and shall function in a manner which can contribute to the moral regeneration of the community while ensuring maintenance of acceptable standards of both personal and corporate governance so as to benefit all associated entities. The Service Provider shall neither say nor do anything to bring the name of MTN into disrepute and shall among other things, ensure that it does not jeopardize the politically neutral status of MTN. The Service Provider in engaging its representatives and other assigns shall ensure by Agreement that such representatives and other assign do not do or say anything that shall bring the name of MTN into disrepute or to jeopardize the politically neutral status of MTN.
17.4 MTN Anti-Bribery and Corruption:
17.4.1 MTN has a zero tolerance for bribery and corruption. MTN therefore enjoins each Business Partner to ensure compliance with this policy.
17.4.2 MTN requires Service Provider as well as its subcontractors, directors and officers to observe the highest standard of ethics during the procurement and performance of this Agreement.
17.4.3 Under the zero-tolerance policy, MTN charges both MTN and the Service Provider’s employees to report any knowledge or awareness of improper and unethical conduct that breaches MTN’s anti- bribery and Anti-corruption policy attached herein

18. Proprietary Information
18.1 Confidential Information:
Both Parties understand and agree that the terms and conditions of this Agreement, all documents referenced (including invoices to Subscriber for services provided hereunder) herein, communications between the Parties regarding this Agreement or the services to be provided hereunder (including price quotes to Subscriber for any services proposed to be provided or actually provided hereunder); and such information relevant to any other agreement between the Parties (collectively "Confidential Information"), are confidential as between the companies.
18.2 Limited Disclosure:
Both Parties shall not disclose Confidential Information unless subject to discovery or disclosure pursuant to legal process, or to any other Party other than the directors, officers, and employees of a Party or agents’ of a Party including their respective brokers, lenders, other professional advisors or prospective purchasers who have specifically agreed in writing to nondisclosure of the terms and conditions hereof. Any disclosure hereof required by legal process shall only be made after providing the non- disclosing Party with notice thereof in order to permit the non-disclosing Party to seek an appropriate protective order or exemption. Violation by a Party or its agents of the foregoing provisions shall entitle the non-disclosing Party, at its option, to obtain injunctive relief without showing inseparable harm or injury and without bond.
18.3 Intellectual Property
MTN represents and warrants to Subscriber that neither MTN’s performance of MTN’s obligations herein nor MTN’s use of materials, methods, products or equipment in performance of MTN’s obligations herein shall infringe any third party patents or violate any trade secrets or other intellectual property rights, or cause Subscriber to be liable for any fees or royalties arising under any patents, trade secrets, or other intellectual property rights. MTN shall indemnify, defend and hold harmless Subscriber from and against any and all claims of intellectual property infringement and all related liabilities (including but not limited to related costs and reasonable attorneys’ fees) arising from the performance of MTN’s obligations herein or use of materials, methods, products or equipment in the performance of MTN’s obligations herein by MTN, its subcontractors or their
respective employees or agents. This Clause 19.3 shall survive the completion of performance and termination of this Agreement, including and without limitation to the making of any and all payments due hereunder.

19. Severability
If any part, term or provision of this Agreement is found by any court or other competent authority to be invalid, unlawful or unenforceable, then such part shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.

20. Entire Agreement
This Agreement consists of all the terms and conditions contained herein; in Annexes that are identified herewith; and in documents incorporated herein specifically by reference. This Agreement constitutes the complete and exclusive statement of the understandings between the Parties and supersedes all proposals and prior agreements (oral or written) between the Parties relating to the services provided hereunder. No subsequent agreement between the Parties varying the terms of this Agreement shall be effective or binding unless it is made in writing and subscribed to by authorized representatives of MTN and Subscriber.

Annex 1
SERVICE LEVELS AGREEMENT
1. Definitions
1.1 Local Working Hours “means” Monday – Friday, 8:00 am – 5:00 pm excluding publicly declared statutory holidays
1.2 Response Time “means” This defines the time within which work will begin on a problem reported to service desk/client service desk or that, which may apply. This time is measured in continuously clock hours unless explicitly stated otherwise.
1.3 Time to fix “means” The period between the times, a problem is reported to MTN’s service desk and when the problem is resolved to Subscriber’s satisfaction. This time is measured in continuously clock hours unless explicitly stated otherwise.
1.4 KPI “means” This abbreviation represent Key Performance Indicator
1.5 MTN NOC “means” MTN Network Operations Center.

2. Service and Fault Definition
2.1 Service Levels: This section defines service availability and KPI’s, calculations for service availability, service implementation, severity, support levels, and fault definitions.
2.2 Service Availability and KPI*:
2.2.1 MTN shall ensure and maintain an average of 99.0% service availability at all times: Indicator shown in the table below shall be a basis of determining service providers KPI.
2.2.2 Monthly reconciliation shall be required between MTN’s service desk and Subscriber Service desk before reports on KPI performance are produced.
2.2.3 Downtime includes system failures apart from faults resulting from environmental downtime, scheduled downtime, client downtime and catastrophic downtime as stated in Clause 3 of Annex

 

Service Availability Calculation:
The measurement of service availability shall be
calculated on monthly basis.
Availability = Total Time – * 100%
Total Time
Where: = the sum of all fault times of the faults that occurred during the measurement period.

2.3 Severity:
This is the most comprehensive support level designed for mission critical systems. A service under the SMC category can affect live services and subsequently affect Subscriber services. MTN’s SMC is available 24/7 both online and offline. The table below defines the resolution times in respect of incidents, which falls outside the boundaries of the Services MTN shall provide. More details are outlined in clause 3 of Annex 1.

2.4 Incident Logging
MTN’s Network Operation Centre service desk shall be the entry point into the service support organization. It is the first line of support for any problem, question, request, or enquiry from Subscriber. The service desk shall operate seven (7) days a week, twenty-four (24) hours a day and three hundred and sixty-five (365) days a year for all incidents.
2.5 Incident Resolution
2.5.1 In the event that the Service Restoration is by a way of temporary workaround, MTN shall implement a Fault Fix as soon as is reasonably practicable.
2.5.2 On logging the incident, a severity level is assigned, and these are based on standard severity levels. The criteria for determining the Severity level for an incident resolution can be located in Clause 2.4 of Annex 1.
2.5.3 In the event of a fault occurring with the Service, MTN shall ensure that the Service is restored within the following timescale stated in the table located in Annex 1.
2.6 Procedure for Troubleshooting
2.6.1 In the event of fault, Subscriber shall notify MTN’s SMC at the appropriate number provided in Clause 4 of Annex 1. The SMC shall provide a trouble ticket reference to Subscriber 2.6.2 MTN shall endeavor to acknowledge receipt of the said notification and, or, take Subscriber through troubleshooting procedures not later than thirty minutes after being notified by Subscriber of the fault.
2.6.3 MTN shall issue a ticket number and notify Subscriber where MTN identifies a fault.
2.6.4 MTN team shall conduct necessary troubleshooting in coordination with Subscriber if necessary, in order to identify and resolve the problem.
2.6.5 If the area of fault is located outside MTN’s network, MTN shall support Subscriber in fault troubleshooting as needed. MTN shall contact Subscriber when the service is restored, and Subscriber shall provide Root Cause Analysis (RCA) report within three (3) working days explaining the cause of the problem and the resolution for record. Upon confirming the status of the service, Subscriber shall then confirm in order to close the ticket. However, if MTN identified fault, then MTN shall provide a Root Cause Analysis to Subscriber.
2.6.6 If MTN fails to provide report by close of business next day, Subscriber shall escalate to the appropriate number provided in Clause 4 of Annex 1.
2.6.7 Subscriber shall allow MTN access to its entire sites at any, and at all times, that the physical presence of the Maintenance team is required.
2.6.8 Upon issuing a trouble ticket, MTN shall update the client (Subscriber) throughout the lifecycle of an incident. The table below and that of clause 3 describes what frequency of update MTN shall take to resolve incidents. MTN shall bear the costs of fixing a fault upon receipt of the requisite notice within the specified period.
Nevertheless, if the fault is attributable to Subscriber, Subscriber shall bear the full cost of maintenance and fixing the problem. Furthermore, if there are concerns about dispute on which party caused the faults, then the issue shall be escalated to the appropriate contacts listed in Clause 4 of Annex 1 These costs shall include the following:
a. Overtime costs of the technician;
b. Fuel costs of vehicle;
c. Costs of components and materials; and
d. In addition, other charges borne through servicing this fault.

3. Faults Definitions
3.1 A fault is considered to have occurred during an interval of time in case a service covered by this agreement is not available. The service is considered as not available if:
3.1.1 An alarm or fault affecting the traffic is detected on the transmission path under the responsibility of MTN.
3.1.2 Degradation in quality of service i.e. high bit Error Rate or intermittent failures preventing normal transfer of data as stated in clause 3.9.
3.1.3 The unavailability of service shall not be considered a fault to the extent caused by any of the following:
a. Planned Intervention;
b. The failure of equipment, cabling, Services or network not part of MTN Network;
c. Environmental conditions at Subscriber site such as power supply or facility failure;
d. Subscriber action or intervention;
e. An event of force Majeure;
f. Bad weather conditions in Eswatini; or
g. Sun outage that occurs twice a year.

3.2 Fault time calculation:
3.2.1 With respect to the availability guarantees defined in this Agreement, a fault is recognized upon the opening of trouble ticket by Subscriber and the confirmation by MTN of the problem.
3.2.2 The fault duration is calculated from the time defined at the trouble ticket opening confirmed by MTN to the time MTN notifies Subscriber that the service has been restored.
3.2.3 Any delay caused by either party shall be deducted from the fault resolution time.
3.3 To avoid any disputes on delays from both parties, a sample template form may be provided to log time and fault and shall be duly signed by MTN and Subscriber representatives.
3.4 Fixing of Faults: Subscriber shall notify MTN of any faults occurring during business and outside business hours.
3.5 Service Implementation: For the purpose of this service recognition, the following faults listed below shall be excluded:
3.5.1 Environmental Downtime:
Any downtime incurred by the client’s environmental factor outside of MTN Eswatini control such as power failure.
Adverse weather conditions causing rain fade or radio frequency interference. Therefore, MTN Eswatini’s network shall be designed to continue operations correctly during normally occurring weather conditions.
3.5.2 Scheduled Downtime: lanned outage notification for essential maintenance as per existing contracts between Subscriber and MTN Eswatini is ten (10) working days for a standard planned outage. Maximum notice will be given for any emergency outage. Notices shall be issued to the various technical points of contact listed with MTN Eswatini. Such downtime schedule may be attributed to:
a. Implementing new systems,
b. Preventive maintenance,
c. Reconfiguration or system movement, and
d. Optimization activity.

3.5.3 Client Downtime:
This occurs as a direct result of errors caused within client network resulting from but not limited to things like:
a. Customer equipment failure,
b. Compromise from an external source,
c. Customer-controlled equipment where incorrect configuration causes downtime, or
d. Force majeure – downtime because of force majeure including, without limitation, flood, storm, fire, terrorism, riots, war, acts of government and any other circumstances beyond the reasonable control of MTN Eswatini.

3.5.4 Severity Failure:
MTN Eswatini shall ensure that, during any period of time, the service shall not be unavailable in respect of more than twenty per cent (20%) of Subscriber sites to which such service package should be provided under this agreement except as permitted otherwise under this agreement. Such breach by MTN Eswatini of such obligation shall be a type of “Catastrophic Failure”.
3.5.5 Service Remedy:
For the purposes of this agreement, a “Severity Failure” means, any matter, or issue identified as a “catastrophic failure” in the service level agreement. If such occurs, the two parties shall within ten (10) working days of its identification: Meet and discuss the reasons for the occurrence, and how similar Service Level Defaults can be prevented in the future; and agree on a Service Improvement Plan (SIP), which shall:
a. Identify the main cause of the catastrophic failure;
b. Set out the steps MTN Eswatini or Subscriber shall take to rectify such failures and be designed to prevent the occurrence of such failures in the future, together with a timetable for the implementation of such steps; and be recorded by both parties promptly executing a change control note.


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