Services Agreement

This Services Agreement (‘Agreement’) is made by and between:

Icolo Limited
66 Muthithi Road, Westlands,
Post Office Box Number 1649– 00502, Karen,
Nairobi Kenya ('Company')

and

Customer Name
Vilcom Networks Limited
Ramco Court, Mombasa Road.
P.O BOX 24559 - 00502
Nairobi | Kenya

('Customer')

(The Company and the Customer hereinafter also separately referred to as 'Party' and jointly as 'Parties')
THIS AGREEMENT IS MADE THE ____4th _______ DAY OF ______June____________, 2024

BETWEEN:

1. ICOLO LIMITED, a company incorporated under the laws of Kenya and having its registered address at 66 Muthithi Road,
Westlands Post Office Box Number 1649– 00502 Nairobi (hereinafter referred to as the “Company”)

VILCOM, a company incorporated in the Republic of Kenya and having its registered office at Ramco Court, Mombasa Road and of
P.O. Box 24559 - 00502 Nairobi, Kenya (hereinafter referred to as the “Customer”)

Whereas

The Company has been identified by the Customer as meeting its qualification criteria as a preferred partner of choice in facilitating
the provision of data centre services, coordinated by an account manager.

Each of the Parties appreciates that the conditions of this Agreement are the result of extensive negotiations and the Parties
acknowledge that all major legal issues are adequately reflected in this Agreement.

Parties have agreed as follows:

1. Subject

Customer purchases Services from the Company in accordance with Clause 1.4 ('Order specification and Service Fees') of every
Services Form executed by the Parties and in accordance with Annex 1: The Company General Terms and Conditions for Services,
version 2016-1 and Annex 2: The Company Services Schedules, version 2016-1 (Annex 1 and Annex 2 hereinafter referred to as the
“Annexes”). The Company provides the Services at the Premises, indicated under Clause 1.3 ('Contract term and location
information') of every Services Form executed by the Parties. Capitalized terms used in this Agreement shall have the meaning set
out in the Company General Terms and Conditions for Services, version 2016-1 (Annex 1).

The Customer acknowledges and confirms that the Annexes shall apply to all Services to be provided by the Company to the Customer.
The Parties agree that this Agreement together with the Annexes and every Services Form executed between the Parties shall form
the entire Agreement between the Parties and shall be legally binding on each of the Parties.

In the event that there is a conflict between the provisions of this Agreement and the Services Form(s) (or any of them), the order of
precedence shall be (1) the Services Form(s), (2) this Agreement together with the Annexes.

The Parties hereby confirm and agree that they shall enter into and execute the Services Form(s) (which Services Form(s) shall be in
the form set out as a template in Attachment 1) in relation to the Services to be provided by the Company to the Customer from time
to time and as and when required by the Parties on the basis of discussions and negotiations had between the Parties.

This Agreement takes effect on the date of signing by the Party signing last in time ('Effective Date').

Initials Customer:________ Initials Company:________ Confidential Page 2 of 26

Version 2016-1
Annex 1: Company General Terms and Conditions for Services, version 2016-1
These Company General Terms and Conditions for Services,
version 2016-1 (hereinafter referred to as: “General Terms and
Conditions”) apply to and form an integral part of all Offers, this
Agreement and other agreements and regulate the provision of
Services by the Company to the Customer. The (general) terms and
conditions of the Customer are not applicable to Offers, this
Agreement, other agreements and/or the Services Form(s). These
General Terms and Conditions replace any terms and conditions
that were declared applicable upon the conclusion of an earlier
agreement. The Customer confirms and agrees that this Agreement
creates no tenancy, interest, leasehold interest, estate or other real
property interest in the Customer’s favour in respect of the
Customer’s Space (as defined below).
Clause 1 Definitions
In this Agreement, including these General Terms and Conditions, the
capitalised terms are defined as follows whereby the use of the
singular will include the plural and vice versa:
1.1 Advanced AC Power: one of the options for the provision of
Power Supply as described in Clause 3 of the Services
Description.
1.2 Advanced DC Power: one of the options for the provision of
Power Supply as described in Clause 3 of the Services
Description.
1.3 Agreement: this agreement, entered into by the Company
and the Customer, the subject matter of which is the
provision of the Services by the Company to the Customer,
consisting of the Services Form(s), these General Terms and
Conditions, the Company Services Schedules and any
additional documents as set out in this Agreement and in the
Services Form(s) and CCOF(S).
1.4 Business Day: any day (other than Saturday, Sunday,
gazetted public holiday or national day in Kenya) on which
banking institutions in Kenya are generally open for the
conduct of banking business.
1.5 Business Hours: the hours from 08.00 to 17.00 on a
Business Day.
1.6 Cabinet: the 19-inch cabinet in accordance with the
standards of the European Telecommunications Standard
Institute, or a cabinet of equivalent standard, with two
perforated doors (one front, one rear) and solid side panels,
used by the Customer for the installation and operation of the
Customer Equipment in the Premises.
1.7 Cabinet Space: one of the options for the provision of
Customer Space as described in Clause 2.1.3 of the Services
Description.
1.8 Campus Cross Connect: any type of physical connection
between the Customer and a Connected Customer between
two Premises, selected by the Company, via the MMR Patch
Panel(s).
1.9 CCOF: the cross connect order form, used by the Customer
to order the Cross Connect Service (either connected via
Cross Connect or Campus Cross Connect), once completed
by the Company and confirmed by the Customer, amending
this Agreement.
1.10 Commencement Date: the date stated in each Services
Form executed by the Company and the Customer under
“Commencement Date”.
1.11 Company Affiliate: a company in which the Company
directly or indirectly holds a majority of the voting rights
and/or has the power to appoint the majority of the board of
the Company.
1.12 Company House Rules: Schedule 4 of the Company
Services Schedules, regulating the use of the Premises.
1.13 Company Services Schedules: the Services Description,
the Service Level Agreement, the Customer Equipment
Power Connection Diagram and the Company House
Rules.
1.14 Compensation: reimbursement of (part of) the MRSF as set
out in Clause 4 of the SLA and subject always to the
limitations set out in the SLA.
1.15 Confidential Information: any commercial, financial,
technical, legal, marketing or other data, know-how, trade
secrets, information marked as “Confidential”, or any other
information of whatever nature relating to a Party or any
member of its group or their respective businesses which has
been disclosed (whether in writing, orally or by another
means and whether directly or indirectly) by or on behalf of
that Party to the other Party whether before or after the date
of this Agreement or issuance of an Offer (as applicable).
Customer___________ Company___________ Confidential
1.16 Connected Customer: The Company’s customer that is
connected to the Customer, using the Cross Connect
Service.
1.17 Cross Connect Service: the provision by the Company of a
connection from the Customer to the Connected Customer,
through the use of Cross Connects or Campus Cross
Connects as opted for by the Customer and as specified in
each Services Form(s) and/or the CCOF.
1.18 Cross Connect: any type of physical connection between
two MMR Patch Panels completing the actual connection
between the Customer and the Connected Customer inside
the MMR in the Premises.
1.19 Cross Connect Fees: the fee related to the provision of the
Cross Connect Service payable by the Customer to the
Company which amount is specified in each Services
Form(s).
1.20 Customer: the party that has concluded this Agreement with
the Company.
1.21 Customer Affiliate: a company in which the Customer or its
Holding Company holds a majority of the voting rights and/or
has the power to appoint the majority of the board.
1.22 Customer Contacts: the Customer’s personnel and third
parties appointed by Customer and as registered by the
Customer at ISC or in the Customer Portal (including but not
limited to: change list authorisers, access authorisers,
permanent access visitors, temporary access visitors, Hands
& Eyes requestors, Cross Connect approvers and
maintenance contacts).
1.23 Customer Equipment: all equipment owned, leased or held
by or on behalf of the Customer, which is placed, stored
and/or installed in the Premises.
1.24 Customer Equipment Connection: the extension of a
Cross Connect from the Customer Space Patch Panel to
Customer Equipment as requested by the Customer and
provided by the Company.
1.25 Customer Portal: means https://portal.icolo.io..
1.26 Customer Portal Service: an online Service provided by the
Company to Customer through which Customer Contacts
can complete a variety of tasks and access a range of
information.
1.27 Customer Space: the provision of space in the Premises
where the Customer Equipment can be placed. The Service
“Customer Space” is described in Clause 2 of the Services
Description.
1.28 Customer Space Patch Panel: the patch panel set up as
ordered by the Customer, owned and maintained by the
Company within the Customer Space, used to facilitate Pre-
Cabling from the Customer Space to the MMR Patch Panel
as part of the Cross Connect Service.
1.29 Deposit: the sum being equivalent to three (3) months of the
MRSF, being the amount specified in each of the Services
Forms signed by the Company and the Customer.
1.30 Due Date: A calendar month from the invoice date.
1.31 Effective Date: the date the Company as well as the
Customer have signed this Agreement.
1.32 Engineer: an engineer performing the Hands & Eyes
Service, acting upon the instructions of and subjected to the
direct control of the Customer.
1.33 Facilities: all technical components in the Customer Space
that the Company uses for the provision of the Services,
including but not limited to equipment, hardware,
telecommunications networks, cables, devices and racks.
1.34 Force Majeure Event: any cause preventing the Company
from performing any or all of its obligations under this
Agreement which arises from, or is attributable to acts,
events, omissions or accidents beyond the reasonable
control of the Company so prevented. Such acts, events,
omissions or accidents shall include, without limitation,
strikes, lockouts or other industrial disputes (whether or not
involving the workforce of the Company), acts of God,
embargo, war, terrorism, riot, civil commotion, malicious
damage, compliance with any law or governmental order,
rule, regulation or direction, accident, breakdown of plant or
machinery, fire, flood or storm or to the after effects of any of
the foregoing.
1.35 Formal Notice: a notice in writing (excluding electronic
message), sent by either Party to the other Party in
accordance with Clause 8.3, pursuant to this Agreement.
1.36 Hands & Eyes Service: the provision of Rapid Response
Service and/or Pre Scheduled Work Service by an Engineer,
if opted for by the Customer and as described in Clause 6 of
the Services Description.
Page 3 of 26
Version 2016-1
1.37 Holding Company: the parent of the Customer which
directly holds a majority of the voting rights and/or has the
power to appoint the majority of the board of the Customer.
1.38 ISC: the Icolo Service Centre, the point of contact for (inter
alia) all operational issues of the Customer, such as reporting
of incidents, interruptions and requests for access and
information.
1.39 Initial Agreement Period: three (3) years from the Effective
Date.
1.40 Intra-Customer Cross Connects Service: the Service
defined in Clause 4.10 of the Services Description.
1.41 Meet Me Room or MMR: The Company managed and
secured separated space within the Premises, accessible to
the Company personnel only, where all Cross Connects and
Campus Cross Connects are established, as facilitated by
patch panels and Pre-Cabling.
1.42 MMR Patch Panel: the patch panel set up and maintained
by the Company within the MMR and used to facilitate Pre-
Cabling between the Customer Space and the MMR as part
of the Cross Connect Service.
1.43 Monthly Recurring Service Fee or MRSF: the monthly
recurring service fee related to the provision of Services, as
specified in each Services Form signed by the Company and
the Customer and/or each of the CCOF(s).
1.44 Notice: a notice in writing or electronic message, sent by
either Party to the other Party in accordance with Clause 8,
pursuant to this Agreement.
1.45 Occurrence: a deviation from the Service caused by the
Customer (whether caused directly or indirectly) through the
Customer Equipment or through a defect in any equipment
under the control of or used by or on behalf of the Customer
or otherwise, that may cause or threatens to cause
operational disturbances.
1.46 Offer: an offer to enter into an Agreement issued by the
Company.
1.47 One Time Setup Fee: a one-time non-refundable fee
payable by the Customer to the Company in the amount set
out in each Services Form signed by the Company and the
Customer and which is payable on execution of each
Services Form by the Company and the Customer.
1.48 Party (Parties): The Company and/or the Customer.
1.49 Power Supply: the provision of power in the Customer
Space. The Service “Power Supply” is described in Clause 3
of the Services Description.
1.50 Pre Scheduled Work Service: the service described in
Clause 6.2 of the Services Description.
1.51 Pre-Cabling: a bundle of cables in one of the available
physical media types (Coax, Copper Twisted Pair or Fiber),
between the Customer Space Patch Panel and the MMR
Patch Panel, installed and owned by the Company. The
number of cables per Pre-Cabling depends on the bundle
and media type selected.
1.52 Premises: the entire site owned or leased by the Company,
specified in each Services Form signed by the Company and
the Customer, where the Company provides the Services to
the Customer as well as services to other customers of the
Company.
1.53 Private Cage: one of the options for the provision of
Customer Space as described in Clause 2.1.2 of the Services
Description.
1.54 Private Room: one of the options for the provision of
Customer Space as described in Clause 2.1.1 of the Services
Description.
1.55 Rapid Response Service: the Service described in Clause
6.1 of the Services Description.
1.56 Service: the service to be provided by the Company to
Customer as set out in each Services Form (e.g. type,
quantity) signed by the Company and the Customer and
further described in the Services Description.
1.57 Service Fees: MRSF and other recurring and non-recurring
fees including the One Time Setup Fee related to the
Services.
1.58 Service Level Agreement or SLA: Schedule 2 of the
Company Services Schedules, containing the Service Levels
against which the Company’s performance of the agreed
Services shall be measured.
1.59 Service Level: the results marked as “Service Level” in
Clause 4 of the SLA.
1.60 Services Description: Schedule 1 of the Company Services
Schedules, describing the Services.
1.61 Services Form: each service form executed by the
Company and the Customer that states the specific
arrangements of the agreement between the parties in
relation to the Services to be provided.
Customer___________ Company___________ Confidential
1.62 Setup and Installation Service: the Service described in
Clause 8 of the Services Description.
1.63 Standard AC Power: one of the options for the provision of
Power Supply as described in Clause 3 of the Services
Description.
1.64 Start of Service Delivery: the date stated in each Services
Form signed by the Company and the Customer under “Start
of Service Delivery”.
1.65 Tax or Taxes: all taxes (including but not limited to sales tax,
value added tax (VAT), goods and services tax, excise tax,
stamp duty and withholding tax) and any other similar fees,
charges, duties, levies of any nature whatsoever, that are
levied, imposed, assessed or collected by any Taxation
Authority.
1.66 Taxation Authority: any governmental organization, any
other body or official having authority to impose, collect,
audit, assess, administer or levy any Taxes or to make any
decision or ruling with regard to any Tax.
1.67 VAT: value added tax, sales tax or any similar tax, charge,
duty or levy imposed in any jurisdiction.
Clause 2 Term
2.1 Subject to Clause 13 of these General Terms and
Conditions, this Agreement shall take effect on the Effective
Date and shall remain in full force and effect until the end of
the Initial Agreement Period. The Agreement shall
thereafter be automatically renewed for successive periods
of 1 (one) year unless terminated by either Party by serving
Formal Notice to the other Party, not less than 4 (four)
months before the end of the Initial Agreement Period or
any successive period.
Clause 3 Services Delivery and Failure
3.1 Other than where an extension of time is agreed by the
Parties or an extension of time is caused by the Customer
or is caused by a Force Majeure Event, the Company shall
deliver each Service as from the Start of Service Delivery
to the Customer.
3.2 To the extent that the Company fails to meet the Service
Levels, the Company shall grant the Customer
Compensation (subject always to the limitations set out in
the Service Level Agreement). After careful deliberations
the Parties agree that such Compensation is a genuine
pre-estimate of the loss suffered by the Customer in the
event of such failure. The Company does not, implicitly or
explicitly, undertake to achieve or warrant any results of
the Services. The Customer agrees that the Compensation
shall be its sole and exclusive remedy for failure by the
Company to meet the Service Levels.
Clause 4 Service Fees, Payment Condition, Price increase
4.1 The Customer shall make the payment of the Service Fees
prior to the Due Date to the Company’s bank account as set
out on the invoice, in the currency as indicated on the
Services Form(s). The receipt of the payments by the
Company in cleared funds and not its dispatch shall be
decisive for ascertaining payment in time.
4.2 The Customer shall make payment of the Services Fees
as follows:
(a) The One Time Setup Fee shall be paid immediately on
execution of each Services Form by the Company and the
Customer;
(b) The MRSF shall be paid to the Company quarterly in
advance; and
(c) All other costs and fees payable by the Customer to the
Company pursuant to the terms of this Agreement shall be
paid in accordance with this Agreement, the Schedules,
the Service Level Agreement and /or each Services Form
signed by the Company and the Customer.
4.3 The Company invoices the Service Fees as follows:
(a) recurring fees, including but not limited to the MRSF,
are invoiced in advance before the beginning of each
invoice period as indicated on each Services Forms
signed by the Company and the Customer;
(b) non-recurring fees, including but not limited to fees for
the Setup and Installation Service, are invoiced in
advance; and
(c) fees for Services that are calculated on the basis of
usage or an hourly rate are invoiced in arrears.
4.4 The Service Fees shall be exclusive of any applicable VAT.
The Customer shall deduct withholding tax from the fees
payable if required to do so by the law. For the avoidance of
doubt withholding tax is only applicable where the Customer
Page 4 of 26
Version 2016-1
is a Kenyan entity or where the Customer has a Personal
Identification Number from the Kenya Revenue Authority.
4.5 Any Taxes in connection with the execution and/or
implementation of this Agreement and/or the provision of
Services shall be borne by the Customer.
4.6 The Customer shall bear all costs for any changes that it
requests the Company to make to the Customer Space or
the Facilities.
4.7 If the Customer fails to pay any due amount by the Due Date,
it will be in default without any further Notice being required.
In that event, all outstanding amounts, payable by the
Customer under this Agreement, shall become immediately
due and payable and, notwithstanding any other right the
Company may have under the applicable law, the Company
shall be entitled to (1) charge the Customer interest, accruing
daily on all due and unpaid amounts on the rate of five
percent (5)% per annum above the Kenya Banks’ Reference
Rate (KBRR) calculated as from the Due Date and
compounded monthly until payment in full and cleared funds
and (2) compensation in respect of all costs connected with
the recovery of its claim, including all legal fees and
expenses and VAT.
4.8 As a security for all claims the Company holds with regard to
a breach or faulty performance of this Agreement by the
Customer, the Customer shall pay the Deposit. Payment of
the Deposit shall be made in cash, to the bank account stated
on each Services Form signed by the Company and the
Customer, In the event of a breach of this Agreement, the
Company shall be entitled to forfeit the Deposit (in whole or
in part) stated in the relevant Services Form. If the Company
(partly) claims the Deposit, the Customer is obliged to
supplement such Deposit to the amount as indicated on the
said Services Form. Deposit(s) shall be paid immediately on
execution of each Services Form by the Customer and before
the Customer is given access to the Premises and the
Customer Space. The Customer acknowledges and agrees
that in the event that the Customer is in breach of its
obligations under this Agreement and the Deposit held by the
Company is utilised by the Company, then the Customer
shall forthwith upon receipt of notice from the Company,
make good the deficit in the amount of the Deposit held by
the Company as at the date of the said notice. The Deposit
will be returned no later than 2 (two) months from the day this
Agreement has terminated, subject to the Customer having
met all its obligations under this Agreement. In the event that
the Service Fees are revised and adjusted in accordance
with this Agreement or in the event that the Customer agrees
to purchase additional Services, the Deposit shall be
adjusted accordingly. The Deposit does not pay interest to
the advantage of the Customer.
4.9 The Company has the right to increase the MRSF per 1
January of each calendar year, starting at least 6 months
after the Effective Date, by five (5%) percent. The Company
may charge increased MRSF with retrospective effect within
4 (four) months from the beginning of the year in which the
increased price would have been charged on the basis of this
Clause 4.9.
4.10 Notwithstanding any provision to the contrary in this
Agreement, in the event that the market price for power
usage (kWh) increases or the costs incurred by the Company
per delivered unit of energy to Customer or other related
costs incurred by the Company with regards to the delivery
of energy (whether by the imposition of any Taxes or other
means) increases, the fees with respect to power usage
(kWh) will be adjusted accordingly. Clause 4.9 shall also
apply to the fixed element of power usage (kWh) in the MRSF
when power usage (kWh) is included in the MRSF as a flat
rate.
Clause 5 Financial Conditions
5.1 The Customer waives all rights to suspend any of its payment
obligations for whatever reason, except for its rights to
suspend with respect to claims that are undisputed between
the Parties or that are upheld by a final ruling of the
competent court.
5.2 The Customer shall make all payments due under this
Agreement in full and has no right to deduction whether by
way of set-off, counterclaim, discount, abatement or
otherwise unless:
(a) the Customer has a valid court order of a competent court
requiring payment by the Company of an amount equal to
such deduction to the Customer; or
(b) to the extent the deduction concerns undisputed claims;
or
Customer___________ Company___________ Confidential
(c) the Customer (being a Kenyan entity or an entity that has
a Personal Identification Number from the Kenya Revenue
Authority) is obliged by applicable law to make payments
subject to deduction or withholding, in which case the sum
payable shall be increased to the extent necessary to
ensure that after the required deduction and withholding
the Company receives a net sum equal to the sum which
the Company would have received if such deductions or
withholding had not been required.
5.3 Each Party warrants to the other Party that it is in good
financial standing and shall be able to meet its obligations
under this Agreement.
Clause 6 Liability
6.1 The Company shall not be liable to the Customer for any
damages, whether physical or financial, direct or indirect,
material or nonmaterial, including special, incidental, indirect,
punitive or consequential damages, whether occasioned by
such party’s employees' and contractors' and subcontractors'
act, breach, omission, default or negligence, which shall
include, without limitation, loss of business, revenue, interest
or profits, loss of use or data, loss of savings or anticipated
savings, loss of investments, loss of goodwill, loss of
reputation or cost of capital or loss of extra administrative
cost, or any other financial damages, or damages suffered or
claimed by third parties, whether or not foreseeable, arising
out or in connection with this Agreement, whether brought in
an action based on contract, statute, equity, or tort including
negligence or other legal theory.
6.2 Without prejudice to Clauses 6.1 and 6.3 and to the extent
permitted by applicable law, the maximum liability of the
Company for loss and/or damage arising under this
Agreement shall be United States Dollars Five thousand
($5,000) per cabinet in respect of all events arising after the
Effective Date.
6.3 Subject to any provision to the contrary in this Agreement,
and to the extent permitted by applicable law, neither Party
shall be liable to the other Party for special, incidental,
indirect, punitive or consequential losses and/or damages,
including, without limitation: loss of business, revenue,
interest or profits, loss of use or data, loss of savings or
anticipated savings, loss of investments, loss of goodwill,
loss of reputation or cost of capital or loss of extra
administrative cost, or any other financial damages, or
damages suffered or claimed by third parties, whether or not
foreseeable, arising out or in connection with this Agreement
and regardless of whether such damages:
(a) are caused by such Party itself or its employees',
contractors' or subcontractors';
(b) are caused by an act, breach, omission, default or
negligence;
(c) are brought in an action based on contract, statute, equity,
or tort including negligence or other legal theory.
Clause 7 Force Majeure
7.1 If a Force Majeure Event occurs the Company shall not be
liable to the Customer and shall be released from its affected
obligations for the period of the Force Majeure Event.
7.2 Provided it has complied with clause 7.3 below, if the Company
is prevented, hindered or delayed in or from performing any of
its obligations under this Agreement by a Force Majeure Event
the Company 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. The Company shall
give Notice forthwith to the Customer upon becoming aware of
a Force Majeure Event, such Notice to contain details of the
circumstances giving rise to the occurrence and shall use
reasonable endeavours to mitigate the effect of the Force
Majeure Event.
7.3 If a default due to a Force Majeure Event continues for more
than 1 (one) calendar month, then the either Party shall be
entitled to terminate this Agreement in respect of the Services
that are affected by the Force Majeure Event without a right to
any compensation or repayment arising as a result. This
Agreement will stay in force with regard to the Services that are
not affected by the Force Majeure Event.
Clause 8 Notices
8.1 A Notice shall be deemed received as of the following:
(a) if delivered by hand, by special delivery or by registered
mail: at the time of delivery;
(b) if sent by e-mail: at the time of receipt of such e-mail if
received during Business Hours, or else one hour after
commencement of the next Business Day. An e-mail shall
Page 5 of 26
Version 2016-1
be deemed to have reached the computer system at the
moment of its receipt as recorded in the receiving Party’s
computer system, save where evidence to the contrary is
adduced by the sending Party;
(c) if delivered via a message in the Customer Portal: at the
time of the display of the message.
8.2 In the event an e-mail is transmitted, the receiving Party shall
acknowledge the receipt of an e-mail to the sending Party
without undue delay. The mere fact that the sending Party does
not receive acknowledgement of receipt shall not affect the
validity of the e-mail or its effects.
8.3 A Formal Notice shall be delivered by hand or mailed by
registered or certified mail, return receipt requested, to the
official registered address of the Customer or the Company, as
the case may be, and shall be deemed received at the time of
first presentation.
Clause 9 Confidentiality
9.1 During the term of this Agreement and for a period of three years
thereafter, each Party undertakes that it will not use, divulge or
communicate to any third party, except to its professional
representatives or advisers or to Company Affiliates, or to
Customer Affiliates, or as may be required by law or any legal or
regulatory authority, any Confidential Information or information
received by one Party (hereinafter referred to as: “Receiving
Party”) from the other Party (hereinafter referred to as:
“Disclosing Party”). Each of the Parties shall use its reasonable
endeavours to prevent the publication or disclosure of any
Confidential Information concerning such matter.
9.2 Each Party shall ensure that the confidentiality as set forth
above is observed by obtaining confidentiality undertakings from
personnel, or others, ensuring that engaged sub-contractors
and their employees who are affected by the Service(s) also
sign a confidentiality undertaking having equivalent content in
favour of the other party.
9.3 The obligation as set forth in Clause 9.1 shall not apply to
Confidential Information which:
(a) is or becomes publicly available other than by
unauthorized disclosure;
(b) was provably known and in record at the Receiving Party
prior to disclosure by the Disclosing Party;
(c) is completely independently developed by the Receiving
Party and prior to any such disclosure by the Disclosing
Party, as evidenced by written records prepared prior to
the Effective Date;
(d) is ascertainable from a commercially available product; or
(e) is disclosed pursuant to administrative or judicial action,
provided that the Receiving Party shall use its best efforts
to maintain the confidentiality of the Confidential
Information and shall, immediately after gaining
knowledge or receiving notice of such action, notify the
Disclosing Party thereof and give the Disclosing Party the
opportunity to seek any legal remedies so as to maintain
such Confidential Information in confidence.
9.4 Either Party may, without obtaining the other Party’s consent:
(a) announce the fact that the Customer has entered into an
Agreement to use Services; and
(b) refer to the other Party in presentations and marketing
materials as a customer or a provider of data centre
services as the case may be.
Clause 10 Permission to Subcontract
10.1 The Company may subcontract all or part of its obligations
under this Agreement, for example security, cleaning and
maintenance. The Company will remain responsible for the
fulfillment of its obligations under this Agreement.
Clause 11 Relationship
11.1 The Parties intend to record only rights and obligations
between themselves in this Agreement. Therefore, this
Agreement will not grant any right or protection to third
parties.
11.2 The Customer shall indemnify and keep indemnified, hold
harmless and defend the Company in respect of any loss,
damage or expense (including attorneys’ fees) resulting from
any claim brought by customers of the Customer (including
the Connected Customer) where such claim arises out of
Customer’s, its sub-contractors or Customer Affiliates’
negligence or Customer’s breach of this Agreement.
11.3 Nothing in these General Terms and Conditions or in other
parts of this Agreement is intended to or shall operate to
create nor shall be deemed to create any partnership, joint
understanding or joint venture between the Parties or to
authorize either Party to act as agent for the other Party, and
Customer___________ Company___________ Confidential
neither Party shall have authority to act in the name or on
behalf of the other Party or to bind the other Party in any way
(including but not limited to the making of any representation
or warranty, the assumption of any obligation or liability and
the exercise of any right or power).
Clause 12 Assignment
12.1 Without prejudice to Clause 12.3, this Agreement is personal
to the Customer and the Customer shall not assign, transfer,
sublicense or otherwise transfer this Agreement in whole or
in part or any right or obligation under this Agreement to any
third party without the prior written consent of the Company
which shall not be unreasonably withheld. The Company
may assign, transfer, sublicense or otherwise transfer this
Agreement in whole or in part or any right or obligation under
this Agreement to any third party.
12.2 The Customer may transfer this Agreement as well as any
and all rights and obligations arising out of or in connection
with this Agreement, upon serving Notice to the Company, to
a Customer Affiliate provided that 1) the Notice is signed by
authorized representatives of the Customer and the
Customer Affiliate; 2) the Notice includes the address of the
Customer Affiliate and, if applicable, the new Customer
Contact. By signing the Notice the Customer Affiliate
declares that it accepts and is capable of performing the
obligations under this Agreement.
12.3 The Company may transfer this Agreement as well as any
and all rights and obligations arising out of or in connection
with this Agreement, upon serving Notice to Customer, to a
Company Affiliate provided that 1) the Notice is signed by
authorized representatives of the Company and the other
Company Affiliate; 2) the Notice includes the address of the
other Company Affiliate. By signing the Notice the other
Company Affiliate declares that it is capable of performing
the obligations under this Agreement.
12.4 Status as a Real Estate Investment Trust. Without limiting
any other rights it may have, the Company may assign part
or all of its interest and obligations in and under the
Agreement to another Digital Realty Affiliate, being a
company in which Digital Realty Trust Inc. directly or
indirectly holds a majority of the voting rights and/or has the
power to appoint the majority of the board, as necessary or
advisable in connection with its status or the status of any
Digital Realty Affiliate as a real estate investment trust within
the meaning of Section 856 of the United States Internal
Revenue Code of 1986, as amended. If the Company
determines that any fee or other amount (in addition to or
included in the MRSF) is paid for Services that are assigned
to and provided by or on behalf of a Digital Realty Affiliate,
then Company may receive and pay over those amounts to
such Digital Realty Affiliate as agent of such Digital Realty
Affiliate.
Clause 13 Termination
13.1 Without prejudice to its other rights and/ or remedies the
Company may terminate this Agreement with immediate
effect by giving Formal Notice to the Customer if: (i) the
Customer fails to pay any amount due and owing to the
Company under this Agreement on the due date for a period
of more than forty five (45) days; or (ii) if the Customer
commits a breach of any term of this Agreement, which
breach cannot be remedied by the Customer or if such
breach can be remedied the Customer fails to remedy that
breach within a period of fourteen (14) Business Days after
being notified in writing to do so by the Company.
13.2 Notwithstanding the provisions of Clause 13.1 above In the
event that Company has not received the full payment of an
invoice on the Due Date, the Company shall be entitled to
send a Formal Notice to Customer, requiring such non-
payment to be remedied. If the non-payment has not been
remedied within seven (7) days from the day that the Formal
Notice was sent, and without prejudice to any other rights
and/or remedies the Company may have under this
Agreement, the Company has the right to suspend or
terminate any and all Services (including the obligation to
provide the Customer Equipment with power) and deny the
Customer access to the Premises, without incurring any
liability.
13.3 Any right to suspend its performance of this Agreement is
without prejudice to the relevant Party’s right to terminate this
Agreement. Termination of this Agreement shall not
prejudice the rights accrued up to the date of termination by
either Party.
Page 6 of 26
Version 2016-1
13.4 Upon termination of this Agreement, each Party shall
promptly and without charge to the other Party return to the
other Party or destroy all Confidential Information including
all copies thereof which are in its possession or use at that
time and provided in relation to this Agreement.
13.5 Expiration or termination of this Agreement shall not
prejudice the terms and conditions, which by their nature
must be deemed to survive such expiration of termination,
including but not limited to Clauses 1, 4, 5, 6, 7, 8, 9, 13, 15
and 17.
13.6 For the avoidance of doubt, termination under this clause 13
includes without limitation termination of all Services Forms
signed by the Company and the Customer.
Clause 14 Occurrence
14.1 In the event that an Occurrence comes to the attention of
either of the Parties, that Party shall immediately inform the
other Party of this fact and, if possible, on a probable cause
of the Occurrence.
14.2 Promptly upon receipt of such information as referred to in
Clause 14.1 hereof, the Customer shall:
(a) at its own costs initiate all reasonable measures and
commit all such actions using all reasonable efforts to
remove, repair, correct, undo or in any other way
discontinue the fault or defect that causes the Occurrence,
and inform the Company by Notice of the measures taken
in this respect;
(b) keep the Company informed by Notice of the progress
made in relation to the measures and actions as referred
to under (a) above; and
(c) promptly upon completion of the measures and actions as
referred to under (a), inform the Company by Notice of
such completion and its results.
14.3 If the Customer fails to correct the fault or defect that causes
or may cause the Occurrence (whether directly or indirectly),
or fails to do this within a period the Company considers
reasonable, or in case immediate action is required, at the
sole discretion of the Company, the Company may correct
such fault or defect itself, at the costs of the Customer.
14.4 The Company may, at its sole discretion and without
incurring any liability, for example in cases of emergency and
if access is likely to cause physical harm to Customer or its
employees, agents or contractors, or other customers of the
Company suspend the Customer’s access to the relevant
Customer Space or to the Premises. The Company shall at
all times, endeavour to minimize any such suspension of
Customer’s access and further consider the likely impact of
any such suspension on Customer’s business operations
and solicit Customer’s input in that respect. During the period
that Customer’s access to the relevant Customer Space or to
the Premises is suspended on the basis of this Clause 14.4,
the Customers’ obligations on the basis of Clause 14.2 (a)
are not applicable, provided that access to the Customer
Space is critical to comply with these obligations.
Clause 15 Customer rights and obligations
Access
15.1 The Customer’s personnel and third parties, appointed by the
Customer as “owning a permanent right of access”, and to
whom the Customer has provided access passes as
described in the Company House Rules, shall (without prior
Notice being required) be entitled to enter the Premises, for
the purpose of:
(a) inspecting or installing the Customer Equipment, or
(b) carrying out all necessary maintenance and repair to the
Customer Equipment which the Company is not obliged to
provide under this Agreement.
15.2 The Customer’s personnel and third parties, not appointed
by the Customer as “owning a permanent right of access”,
shall be granted access:
(a) under normal circumstances upon 24 (twenty four) hours’
Notice from the Customer to the ISC, and
(b) in case of (at the discretion of the Company) urgency upon
30 (thirty) minutes’ Notice by the Customer to ISC, stating
the reason for urgency.
Customer can also arrange access through the Company
Customer Portal.
15.3 Customer shall follow all instructions of the Company with
respect to access to the Premises, including but not limited
to the instructions described in the Company House Rules
and the Customer Welcome Pack.
15.4 The Customer shall allow the Company access to the
Customer Space to the extent reasonably required by the
Company for any installation, inspection or maintenance.
Customer___________ Company___________ Confidential
15.5 The Customer hereby confirms and agrees that in the event
that the Customer, any of its employees, agents, visitors
and/or any persons authorised by the Customer (or any of
them) causes, with malicious intent, recklessness,
negligence and/or for any other reason whatsoever, any form
of loss, damage, interference and/or disturbance to the
Company’s equipment or within any area of the data center
or to any of the Company’s other customers and/or such
other customer’s equipment, which results in the Company
suffering loss or damage or which result in the Company
being held liable by any of the Company’s other customers
or any third party, the Customer shall be liable to the
Company for such loss or damage and the Company shall
be entitled to claim such loss or damage against the
Customer under the provisions of this Agreement and the
Customer shall indemnify the Company at all times (on a full
and unqualified basis) against all liabilities, costs, expenses,
charges, damages and losses (including but not limited to
any direct, indirect or consequential losses, loss of profit, loss
of reputation and all interest, penalties and legal costs and all
other professional costs and expenses), all actions,
proceedings, claims, taxes and demands whatsoever
occasioned suffered or incurred by them as a result of or in
connection with any claim made against them arising out of
or in connection with a breach by the Customer of the
Customer’s obligations under this clause 15.5.
Customer Equipment
15.6 At any time during the term of this Agreement, the Customer
shall ensure that all Customer Equipment is safe and fit for
its purpose and that it will not cause any damage to any
property, equipment, facility or software belonging to or used
by the Company or any other customer or other third parties,
and that it will not hinder or impede the provision of services
to any of Company’s customers.
Insurance
15.7 Customer represents and warrants to the Company that, at
any time during the term of this Agreement, it has in place a
valid and sufficient liability insurance covering damage, in
accordance with and appropriate to the nature and extent of
its business activities, and should in any case cover damage
to the Premises, the Facilities, and any other equipment and
goods of the Company or of its customers or other third
parties. Additionally, the Customer, at any time during the
term of this Agreement, will have the Customer Equipment
sufficiently insured against, inter alia, physical damage and
theft by way of a property damage insurance. In the event of
damage to the Customer Equipment, the Customer shall in
the first instance claim the damages under its own insurance.
Usage of Customer Space
15.8 The Customer Space shall only be used for the purpose(s)
as agreed upon under this Agreement.
15.9 The Customer may only allow the use of the Customer Space
by third parties upon prior written approval from the Company
which shall not unreasonably be withheld.
Combustible materials
15.10 (a) Customer shall comply with the Company House Rules.
Packaging and flammable materials, like carton and plastics
are not allowed inside the Customer Space, as they present
an unacceptable fire hazard. If Customer fails to act in
accordance with the Company House Rules and packaging
or other flammable materials are left inside the Customer
Space and or other parts of the Premises, the Company shall
have the right, at the Customer’s sole cost, to remove such
packaging and flammable materials together with its content.
The Customer will not hold the Company liable for and
waives any right to claim damages with regard to damage to
or loss of any materials which might have been left by the
Customer in such packaging and or flammable material.
(b) The Company shall be entitled, at its sole discretion, to
engage third party contractors to carry out the activities
described here above under (a) and to pass on any invoices
from such third party contractors to the Customer and the
Company shall not be liable for any losses or damages
occasioned by such third parties engaged.
(c)The Customer shall reimburse all costs, damages and
expenses incurred by the Company in connection with (a)
and (b) within 14 (fourteen) calendar days of receipt of the
invoice detailing such costs and expenses.
Prohibited furniture
15.11 The Customer shall not bring any furniture, equipment and/or
goods onto the Premises without the prior written consent of
the Company, except to the extent that this is necessary for
the exercise of the rights given to the Customer pursuant to
the Services Form(s) signed by the Company and the
Page 7 of 26
Version 2016-1
Customer. The Customer is obliged to remove any other
goods or dirt it has brought onto the Premises immediately.
Technical Conditions
15.12 The Customer represents and warrants that the Customer
Equipment:
(a) is fit for the purposes intended by Customer and complies
with relevant national and international standards (e.g.
CE, FCC certification);
(b) is constructed, installed and maintained in such a way that
failure and/or damage will not harm any other equipment
or the operation of that other equipment, or endanger any
personnel; and
(c) conforms to all restrictions and complies with the
Company House Rules.
15.13 The Customer shall have the sole responsibility for the fitting
and installation of the Customer Equipment in accordance
with the Company House Rules by its own personnel or third
parties at its own risk and costs.
15.14 If the Customer has caused an alarm or a gas-fire
extinguishing, the Company has the right to perform a
thorough investigation of any such incident and the Customer
shall cooperate fully with such investigation. Any reasonable
costs incurred by the Company in this respect shall be borne
by the Customer.
15.15 The Customer acknowledges that the Company has no
control over any software applications and/or data running on
or through the Customer Equipment.
15.16 The Customer shall have the sole responsibility over any
software applications and/or data running on or through the
Customer Equipment and shall be solely responsible for any
loss and/or damage resulting from such applications and/or
data.
Equipment Delivery
15.17 The Customer shall inform the ISC at least 1 (one) Business
Day in advance of the delivery, fitting or installation of the
Customer Equipment. The Customer shall bear all costs for
deliveries outside Business Hours. Subject to availability,
Customer may use the storage space at the Premises for
temporary storage of Customer Equipment for up to 3 (three)
calendar days. On expiry of the 3 (three) calendar days
period the Company will, at the sole discretion of the
Company, either:
(a) allow Customer to continue to store the Customer
Equipment at the Premises at the rate indicated in each
Services Form signed by the Company and the Customer
or, if no rate is included, at a reasonable rate to be
determined by the Company; or
(b) at the Customer’s expense deliver the Customer
Equipment to the Customer at the address stated on each
Services Form signed by the Company and the Customer
without incurring any liability in respect of any loss and/or
damage to the Customer Equipment.
Cabling
15.18 All cabling at the Premises by or on behalf of the Customer
may only take place after prior written approval of the
Company and shall only follow the routes designated by the
Company in its sole discretion and instructions.
Maintenance of Customer Equipment
15.19 If the Customer wishes to carry out maintenance activities
with regard to the Customer Equipment (whether carried out
by Customer’s personnel or third parties appointed by the
Customer for such purposes), it shall always inform the
Company hereof if the activities may disable, interrupt or
otherwise interfere with the Services provided by the
Company. The Customer shall inform the Company of the
date, start time and end time of the maintenance activities at
least 7 (seven) calendar days in advance.
Obligations upon termination
15.20 Upon termination of this Agreement, the Customer shall have
removed all Customer Equipment at its own risk and costs.
15.21 If the Customer fails to remove the Customer Equipment or
to restore the Customer Space by the date this Agreement
terminates, the Company shall have the right, without
incurring any liability whatsoever, and, at the Customer’s
expenses, to:
(a) remove the Customer Equipment from the Premises and
put the Customer Equipment in storage. The Customer
confirms and agrees that although the Company shall be
holding the Customer equipment in storage, the Company
is and shall in no way be liable or responsible for the
Customer Equipment;
(b) restore the Customer Space itself to the Company’s
satisfaction;
Customer___________ Company___________ Confidential
(c) deliver the Customer Equipment to the Customer at the
address stated on each Services Form signed by the
Company and the Customer; and
(d) reinstate the Customer Space or any other part of the
Premises used by the Customer to the same condition
they were in at the Effective Date.
15.22 If the Customer fails to collect the Customer Equipment
within forty five (45) calendar days of the date this Agreement
is terminated, the Company shall have the right to dispose of
the Customer Equipment without any liability to the Company
and the Company shall have no liability or responsibility in
relation to the Customer Equipment.
15.23 The Company shall be entitled, at its sole discretion, to
engage third party contractors to carry out the activities
described in Clause 15.21 and to pass on any invoices from
such third party contractors to the Customer who will pay for
all reasonable charges appearing on such invoices. The
Customer will not hold the Company liable for and waives any
right to claim losses and/or damages with regard to damage
to or loss of the Customer Equipment after this Agreement
has terminated.
15.24 The Customer shall reimburse all costs, damages and
expenses incurred by the Company in connection with
Clause 15.20, 15.21 and 15.22 to the Company within 14
(fourteen) calendar days of receipt of the invoice detailing
such costs and expenses.
15.25 Upon termination or expiry of this Agreement (as the case
may be), the Customer shall immediately pay to the
Company all of the Company's outstanding unpaid invoices
including making payment for any Services supplied but for
which no invoice has been submitted to the Customer.
15.26 Termination or expiry of this Agreement shall not affect any
rights, remedies, obligations or liabilities of the parties that
have accrued up to the date of termination or expiry,
including the right to claim damages in respect of any breach
of this Agreement which existed at or before the date of
termination or expiry.
Compliance with law and statutory conditions
15.27 The Customer shall at its own cost comply with all laws and
regulations, applicable to it, possess and maintain any
authorization, license, registration, and/or permit which is
required to enable it to conduct its respective businesses and
to use the Services. The Customer shall comply with the
conditions as set forth in such laws, regulations,
authorization, license or permit and shall indemnify and keep
indemnified the Company for any claim by a third party in
respect of damages, losses or costs suffered, due to the
Customer’s non-compliance with the aforementioned
obligations. The Customer represents and warrants that they
have obtained and put in place all licences, approvals,
authorisations and permits required to undertake its
business.
15.28 The Customer shall procure in addition to the licences stated
in clause 15.27 above, all requisite licences from the
Communications Authority of Kenya, in relation to
undertaking its activities within the Customer Space and the
Premises.
15.29 The Customer hereby undertakes that it shall not conduct
any illegal business in the Customer Space and/or the
Premises and the Customer hereby covenants and agrees
to indemnify at all times and keep the Company fully and
effectually indemnified (on a full and unqualified indemnity
basis) and to hold the Company harmless in relation to any
losses, damages, costs, claims, actions and/or any other
consequences resulting from their breach of the undertaking
in this clause 15.29.
Clause 16 Company rights and obligations
Operation of environmental controls
16.1 The Company shall ensure that the air conditioning and other
environmental controls in the Premises provide a suitable
environment for the operation of the Customer Equipment in
accordance with the Service Levels.
Maintenance of the Facilities
16.2 The Company shall, from time to time, carry out preventive
maintenance on the Facilities at no charge to the Customer.
Such preventive maintenance includes changes necessitated
by technical developments.
16.3 The Company will perform normal maintenance and cleaning
in the Premises and the Customer will allow the Company staff
access to the Customer Space to perform its obligations as
stipulated in this Clause 16.
16.4 The Company shall, in the event of expected Service
interruptions due to maintenance activities which are
Page 8 of 26
Version 2016-1

scheduled in advance, notify the Customer 7 (seven) Business
Days in advance. The Company shall discuss its long-term
maintenance schedule with the Customer on a regular basis
with a view to minimize disturbances and to allow the Customer
to schedule its own preventive maintenance accordingly.
16.5 The Company shall, unless otherwise agreed between the
Parties, carry out Service interrupting maintenance activities to
the Facilities between 23:00 local time and 07:00 local time,
unless, in Company’s reasonable opinion, an emergency
situation exists requiring essential maintenance activities to
occur outside these hours. The Customer will be immediately
informed by Notice of the occurrence of such an emergency
situation.
Ownership of Customer Equipment
16.6 Under no condition shall this Agreement vest any rights in the
Company with respect to Customer Equipment. The Company
is not entitled to use Customer Equipment for its own purposes.
The Company shall not remove, alter or obscure any
proprietary notices from the Customer Equipment.
16.7 The Company shall, upon demand and/ or request for access
to the Customer Space and/or Premises by any government
authority or upon receiving a search warrant or a notice from
any governmental authority requesting for access to the
Customer Space or the Premises, provide access to the
Customer Space and/or the Premises to such governmental
authority and the Company shall not be held liable for any loss
or damages arising from providing any such access.
16.8 The Company shall be entitled to request for information from
the Customer in relation to the activities being undertaken by
the Customer in the Customer Space and/or the Premises and
the Customer confirms and agrees that the Customer shall
provide all such information requested for by the Company.
or if the parties cannot agree on the appointment of such
person within a period of twenty one (21) days from the
date of such application, then the dispute shall be referred
to arbitration by a single arbitrator to be appointed by the
Chairman for the time being of the Chartered Institute of
Arbitrators, Kenya Branch upon the written request of
either party. The appointment of the arbitrator by the
Chairman shall be final and binding on the parties. The
arbitration shall take place in Nairobi and the language of
arbitration shall be English. The arbitration shall be
conducted in accordance with the rules and/or procedures
for arbitration under the Arbitration Act, 1995 (as
amended).
17.8 The determination and award of the arbitrator shall be final
and binding upon the parties and, so far as the law permits,
not subject to appeal. Notwithstanding the foregoing, a
party is entitled to seek preliminary injunctive relief or
interim or conservatory measures from any court of
competent jurisdiction pending the final decision or award
of the arbitrator.
.

Clause 17 Miscellaneous
17.1 If any provision in this Agreement becomes invalid, illegal,
unenforceable or is declared null and void for whatever
reason, the remaining provisions shall remain in full force
and effect. The Parties shall consult each other in order to
replace the affected provision and shall agree on a new
provision, which approximates the aim and purport of the
affected provision as closely as possible.
17.2 The failure on the part of either Party to exercise, or any delay
in exercising, any right or remedy hereunder shall not operate
as a waiver thereof; nor shall any single or partial exercise of
any right or remedy hereunder preclude any other or future
exercise thereof or the exercise of any other remedy granted
hereby or by any related document or by law.
17.3 Any amendments, modifications, additions, supplements and
other changes to any provision of this Agreement shall only
be binding on the Parties if they are made in writing and
signed by a duly authorized representative of each of the
Parties. Notwithstanding the foregoing, the Company may
amend or supplement this Agreement, including the
Annexes, the Schedules and the Attachment(s) hereto,
without having to obtain the prior written consent of the
Customer, to the extent that such amendments or
supplements contain non-material changes or changes in
order to reflect:
(a) technical and/or operational matters, provided that such
changes do not materially affect the Services; and/or
(b) changes in applicable law, regulations or codes of
conduct.
17.4 This Agreement may be executed by the parties in any
number of separate counterparts, each of which when so
executed shall be deemed to be an original and all of which
taken together shall constitute one and the same
agreement.
17.5 This Agreement shall be governed by and construed in
accordance with the laws of the Republic of Kenya.
17.6 Any dispute arising out of or relating to this Agreement or
a termination hereof (including without prejudice to the
generality of the foregoing, whether as to its interpretation,
application or implementation), shall be resolved by way of
consultation held in good faith between the parties. Such
consultation shall begin immediately after one party has
delivered to the other written request for such consultation.
If within thirty (30) Business Days following the date on
which such notice is given the dispute cannot be resolved
amicably, the dispute shall be submitted to arbitration in
accordance with Clause 17.6 below.
17.7 Should any dispute is referred to in Clause 17.6 arise
between the parties and the consultation process referred
to in Clause 17.5 above shall have not resolved such
dispute, the dispute shall upon application by any party be
referred for arbitration to a person acceptable to the parties

Customer___________ Company___________ Confidential Page 9 of 26

Version 2016-1

Annex 2: The Company Services Schedules, version 2016-1

Content:
Schedule 1: Services Description
Schedule 2: Service Level Agreement
Schedule 3: Customer Equipment Power Connection Diagram
Schedule 4: Company House Rules

Schedule 1: Services Description

Clause 1 Introduction
This Schedule 1 (Services Description) describes the Services the Company can provide to Customer as set out in each Services Form signed by
the Company and the Customer.

Clause 2 Customer Space

2.1 The Company provides Customer three different options for the Service “Customer Space”:

2.1.1 Private Room

A Private Room provides dedicated space at the Premises. Characteristics:
➢ may be tailored to the Customers’ specific needs;
➢ is a dedicated, climate controlled area; with a room-dedicated smoke and fire detection system and a room-dedicated fire suppression system
connected to the central system;
➢ is secured from other customers’ areas by walls, installed between slab and ceiling;
➢ contains an exclusively dedicated power distribution unit; and
➢ has a room-dedicated access control system.

2.1.2 Private Cage

A Private Cage provides dedicated space at the Premises. Characteristics:
➢ may be tailored to the Customers’ specific needs;
➢ is located inside a shared climate controlled area and shared smoke and fire detections system and shared fire suppression system;
➢ is secured from other Customers’ areas by solid-panel or mesh steel cage walls, extending at least 2 meters above the raised access floor. The
cage walls extend to the floor slab beneath the raised access floor, constructed of metal wire mesh or bars to allow air flow for shared cooling
and fire protection systems. There is an option to extend the cage wall to the ceiling, using metal wire mesh material.
➢ may contain an exclusively dedicated power distribution unit; and
➢ is secured by a locking door with card access control system.

2.1.3. Cabinet Space

Cabinet Space offers a dedicated footprint to install Cabinets at the Premises. Characteristics:
➢ a shared area for a Cabinet, adjacent to other customers’ cabinets;
➢ power receptacles are presented at the Cabinet position for delivery of power to the Cabinet; and
➢ may include cable trays.

Clause 3 Power Supply

3.1 The Company provides Customer three different options for the Service “Power Supply”:

3.1.1 Standard AC Power – Two feeds per A/B circuit pair. One feed is supplied by an UPS system. The other feed, serving as a back-up, is
supplied by a normal (interruptible) power supply system. Input power for both systems is provided by the commercial power supply system,
which is backed up by stand-by generator(s).

3.1.2 Advanced AC Power– Two feeds per A/B circuit pair. One feed is supplied by an UPS system. The other feed, serving as a back-up, is
supplied by a second UPS system. Input power for both systems is provided by the commercial power supply system, which is backed up by
stand-by generator(s).

3.1.3 Advanced DC Power- Two feeds per A/B circuit pair. One feed is supplied by a DC rectifier unit. The other feed, serving as back-up is
supplied by a separate but identical DC rectifier unit. Input power for the two rectifier systems is provided either by a UPS system or the
commercial power supply system, which are backed up by stand-by generator(s).

3.2 Power Infrastructure

The Premises is equipped with a power infrastructure, including diesel generators with fuel storage, UPS (uninterruptible power supply), various
redundant elements in the distribution network throughout the Premises, as well as 24x7 support and effective escalation procedures. The Customer
Space provides the following power options that may vary per Premises due to local customs and/or regulations:
➢ AC power breaker plug set and voltage: 16A, 32A, or 63A /230V single phase or 400V three phase;
➢ DC power voltage: 48V / DC power breaker plug set: various sizes.

3.3
3.3 Standard AC Power and Advanced AC and DC Power
Power is provided per breaker plug set (“Plugset”) consisting of one miniature circuit breaker (“MCB”) and one plug on the A feed and one MCB and
one plug on the B feed. The plugs are installed by the company under the raised floor at the location of the Cabinet or at such points in the Customer
Space, as requested by the Customer. The point of supply of the AC and DC power is at the installed plugs, as indicated in the Customer Equipment
Power Connection Diagram, Schedule 3, by “SLA demarcation line”. Company shall not be liable for any losses and/or damages caused by the (lack
of) distribution of power beyond the SLA demarcation line.

Customer shall not exceed 70% of the maximum continuous load from one MCB on the A or the B feed. The total sum of the combined continuous
load on the A and the B feed shall not exceed the 70% of the maximum continuous load from one of the MCB’s on either the A or the B feed.

➢ Example 1: 230V AC/16A single phase Plugset: the total combined continuous load on the A + B feed, drawn from a 230V/16A Plugset, shall not
exceed a maximum of 16A x 70% = 11.2A. The maximum of continuous load per MCB is also 11.2A.
➢ Example 2: 400V AC/16A three phase Plugset: the total combined continuous load on the A + B feed, drawn from a 400V/16A Plugset, shall not
exceed a maximum of 16A x 70% = 11.2A. The maximum of continuous load per MCB is also 11.2A.
➢ Example 3: 48V DC/6A DC Plugset: the total combined continuous load on the A + B feed, drawn from a 48V DC/ 6A Plugset, shall not exceed a
maximum of 6A x 70% = 4.2A. The maximum of continuous load per MCB is also 4.2A.

Customer___________ Company___________ Confidential Page 10 of 26

Version 2016-1

3.5 Contracted Capacity

Customer shall not exceed the contracted capacity (kW) as included in each of the Services Form(s) signed by the Company and the Customer.

3.5 Measurement
Compliance with the requirement under Clauses 3.3 and 3.4 above can be measured by the Company using one of the following methods:
➢ Manual check with a clamp meter measuring and confirming that the actual current load drawn does not exceed the contracted load subject to
circuit derating.
➢ Reading from branch circuit monitors on the PDU’s or installed power monitoring systems, confirming that the actual load drawn does not
exceed the contracted load subject to circuit derating.
➢ Reading from kWh meters, given the contracted load and number of hours in the one-month measurement period.
.
➢ 3.6 Breach
Breach of Clause 3.3, 3.4 or Clause 3.5 by Customer constitutes a material breach and the Company shall not be liable for any losses and/or
damages.
In case of a breach of Clause 3.3, 3.4 or Clause 3.5, and in addition to any other remedies available, the Company shall be entitled at its sole
discretion to install additional Plugsets and charge the Customer with all the costs for the additional Plugsets including installation and materials.
In case of a breach of Clause 3.5, and in addition to any other remedies available, The Company may at its sole discretion decide to:
1) not accept the higher continuous load (kW) in which case Customer will be required to immediately lower the continuous load in line with
the agreed contracted capacity; or
2) accept the higher continuous load (kW) and charge the Customer for the additional kW’s. The Company may require Customer in such
case to sign an amendment that reflects the additional kW’s and related Service Fees.

3.7 Service Fees power capacity (kW) and power usage (kWh)
The price for the maximum agreed power capacity (price per kW or price for the “contracted capacity”) is included in the MRSF.
The price for power usage (kWh) is included as a flat rate in the MRSF, The Company measures the actual kWh using:
(i) a customer specific kWh meter; or
(ii) a clamp meter measuring actual customer load and recalculating the customer load into kWh usage assuming that the measured load
represents average load for the period.
For both (i) and (ii) assuming that 1kW = 1kVA. All pricing is included in the Services Form(s).

3.8. Fire Protection

The Premises is equipped with smoke/fire detection systems. Additionally, the Customer Space is secured by gas-based fire suppression systems as
a first-line defence against fire. Which specific detection and suppression system (including the type of gas used) is used depends on the design of the
data centre to the location of the Premises. These systems are automatic and monitored 24x7.

For additional protection from fire, the Company operates High Speed Smoke Detection (HSSD) systems. In case of fire, this system immediately
alerts the Company staff of the presence of smoke allowing it to take appropriate action.

3.9 Security
The Company has implemented strict procedures to protect Customer’s Equipment. The Premises is designed as “building within a building”, and is
protected by an electronic intruder system and security guards monitoring 24x7. Proof of identity is mandatory for visitors and is checked against
customer-defined access lists. All visits are logged and video surveillance cameras monitor all doors of the Premises within the secured areas.

Clause 4 Cross Connect Service

4.1 Cross Connect and Campus Cross Connect
Under the Cross Connect Service the Company either provides a Cross Connect between the Customer and a Connected Customer inside the
Premises or a Campus Cross Connect between the Customer in the Premises and a Connected Customer in another premises.

4.2 Cross Connect Service architecture

The Cross Connect Service architecture deployed by the Company consists of a number of elements. These elements combine to form the end-to-end
connection between a Customer and a Connected Customer. The elements included in the Cross Connect Service are:
• Customer Space Patch Panel – is installed in the Customer Space;
• Pre-Cabling – is routed from the Customer Space Patch Panel to the MMR Patch Panel via cable trays;
• MMR Patch Panel – the Company managed patch panel in the Company managed and secured area, a MMR, from where the Cross
Connects or Campus Cross Connects are established between the Customer and the Connected Customer.
• Cross Connect or Campus Cross Connect – a cable between two MMR Patch Panels, which house Pre-Cabling end-points from
Customer to the Connected Customer, completing the actual connection between the Customer and the Connected Customer.
• At Customer’s request (and for a Service Fee), The Company may additionally implement a Customer Equipment Connection, extending
the Cross Connect Service beyond the Demarcation Point and connecting to Customer Equipment.
All Cross Connects and Campus Cross Connects are established via the MMR Patch Panels and all cabling is being routed from Customer locations
within the Premises to these MMR Patch Panels. These MMR Patch Panels are located in a secure and neutral area, where the actual physical
interconnects are established between the Customer and Connected Customer and which is only accessible by authorized Company personnel.

The Cross Connect Service and the Company’s liability arising from the provision of the Cross Connect Service, terminate at the Customer Space
Patch Panel (the so-called “Demarcation Point”).

The Cross Connect Service architecture (connection: Cross Connect) is as illustrated here below:

Customer___________ Company___________ Confidential Page 11 of 26

Version 2016-1

4.3 Pre-Cabling
The availability of Pre-Cabling is a condition for the provision of the Cross Connect Service; therefore, Pre-Cabling is a prerequisite prior to ordering
the Cross Connect Service. Where Pre-Cabling is not available, the Company can install Pre-Cabling within an average installation time of 15 (fifteen)
Business Days after receipt of a CCOF.

The Company will activate Pre-Cabling after receipt of a CCOF. As part of the activation, the Company sets up a Customer Space Patch Panel in the
Customer Space. It is the obligation of the Customer to provide sufficient space, typically a 1 (one) unit or 2 (two) unit space, for the activation of Pre-
Cabling. Installing and activating Pre-Cabling involves the charging of a one-off fee.

4.4 Customer Equipment Connection

The Cross Connect Service does not include a Customer Equipment Connection. The Customer may opt for a Customer Equipment Connection,
requesting the Company to connect from the Customer Space Patch Panel to the Customer Equipment. Establishing the Customer Equipment
Connection is a one-off service provided by the Company, and is charged with a one-off fee. Following the installation of the Customer Equipment
Connection it is Customer’s responsibility to manage and maintain this Customer Equipment Connection. If the Customer has purchased Hands &
Eyes Services from the Company, it can call on the Company to perform any changes or trouble shooting on the Customer Equipment Connection.

4.5 Ordering Cross Connect Service

The Customer can, during the term of the Agreement, order a Cross Connect Service via the Customer Portal by using the Customer Portal
automated CCOF. To order a Cross Connect Service, the Customer shall submit a CCOF via the Customer Portal, of which the Customer’s part is
fully completed, to the Company. The Customer shall provide the Company with the confirmation of the approval of the Connected Customer. After
receipt by the Company of such confirmation, the Company shall complete the last part of the CCOF and send it to the Customer and, after receipt of
Customer’s confirmation via the Customer Portal (“I Accept” button) the Company will start installing the requested Cross Connect Service. Following
the successful delivery and testing of the Cross Connect or a Campus Cross Connect, the date of which shall be notified to the Customer, the
Customer will be charged with a MRSF. The steps in this process are detailed as follows:

1. To order a Cross Connect Service, the Customer will complete the CCOF via the Customer Portal or as provided in electronic or paper format by
the Company to the Customer.
2. The Customer shall complete all required fields of the CCOF, for example regarding media type, connection (Cross Connect or Campus Cross
Connect), Connected Customer name, location and port information.
3. The Customer shall provide a letter of agreement/authorization or other confirmation of approval of the Connected Customer’s approval to install
the Cross Connect Service.
4. The Company shall complete additional information, including pricing and notice about delivery date, and notify the Customer that the completed
CCOF is available for final acceptance by the Customer.
5. The Customer shall confirm their final acceptance by pressing the “I Accept” button on the CCOF in the Customer Portal or submitting by email a
copy of the completed CCOF or providing a signed copy of the completed CCOF as a scanned attachment or as a hard (paper) copy. In order to
submit acceptance via the Customer Portal or via email as an attached form, the acceptor/sender must be identified as a cross connect approver
through the Customer Portal permissions model or through submission of a change list authorizer’s form (as found in the Company Welcome
Pack).
6. The Company will confirm receipt of the Customer’s acceptance and provide a delivery date not later than 3 Business Days* from receipt of the
Company confirmation notice.
7. The Company will install (or disconnect) the Cross Connect or Campus Cross Connect pursuant to the CCOF and pursuant to this Agreement.

*Does not apply if: 1) the Cross Connect Service is not ordered via the Customer Portal; or 2) The Company has not been granted timely access, as
necessary, by the Customer and the Connected Customer to its space for the installation of the Cross Connect Service; or 3) Pre-Cabling is not
available.

4.6 Customer Acceptance

If the Customer does not accept the Cross Connect Service, the Customer will notify the Company by Formal Notice of the reason of non-acceptance
(“Notice of Non-Acceptance Cross Connect”). If the Company does not receive a signed Notice of Non-Acceptance Cross Connect within 3 (three)
Business Days from the date of the confirmation of delivery of the Cross Connect Service, the Cross Connect Services shall be deemed to be
accepted, the Cross Connect Service shall be deemed to be delivered (“Delivery Date”) and the Delivery Date will be confirmed by the Company. In
the event of defect to the Cross Connect the Customer will send a Notice to the Company and the Company shall repair the Cross Connect in
accordance with the SLA.

4.7 Changes to the Cross Connect Service and termination

During the term of the Agreement the Customer and the Connected Customer shall refrain from making any changes to the Cross Connect Service. If
the Customer requests any such changes to be made by the Company it shall inform the Company by Notice at least 3 Business Days before the
changes need to be made. The Customer shall submit a Hands & Eyes Service request and bear all costs associated with the implementation of such
changes.

During the term of the Agreement the Cross Connect Service can be terminated by the Customer at any time on 30 days’ Notice of such termination to
the Company through the Customer Portal. The Cross Connect Service billing will terminate as of the end of month of the following month that Notice
was given.

4.8 Connected Customer

The Customer may qualify as a Connected Customer due to a CCOF received by the Company from another customer that includes (reference to) a
letter of authorization from the Connected Customer. By granting the Company access to its Customer Space for the installation of the Cross Connect,
as requested under such CCOF, the Customer (in his capacity of Connected Customer):

Customer___________ Company___________ Confidential Page 12 of 26

Version 2016-1

(a) will grant such access to its Customer Space in order to perform the necessary installation or dismantling activities, upon 24 hours’ Notice;
(b) shall be deemed to have accepted the installation of the Cross Connect, without any further internal authorization from the Customer being
required;
(c) understands that Pre-Cabling between the Connected Customer and the MMR is a prerequisite to providing the Cross Connect Service;
(d) confirms that in relation to the provision of such Cross Connect Service, it has no contractual relationship with the Company regarding the
provision of such Cross Connect Services; and
(e) confirms that the Company is not liable for any damages, losses, costs, charges and expenses incurred by the Connected Customer and
resulting from or arising out of the performance of such Cross Connect Services.

4.9 Third Party Connectivity

If Customer requires the Cross Connect Service to facilitate connectivity between the Meet Me Room and a third party’s data centre, extending the
presence of the Customer or another the Company customer in the Premises to the third party’s data centre (“Third Party Connectivity”), it shall inform
the Company at least 3 (three) days in advance and the Company will allow such Third Party Connectivity subject to Customer paying the Company a
separate MRSF per Cross Connect facilitating the Third Party Connectivity which is to be agreed between the customer and the company. Any Third
Party Connectivity established without the Company being informed of such Third Party Connectivity in advance shall give the Company the right, from
discovery onwards, to charge Customer a MRSF of 1000 Dollars per Cross Connect facilitating the Third Party Connectivity.

4.10 Customer Cross Connects Service

The Intra-Customer Cross Connect Service allows Customers to connect their non-contiguous Customer Equipment within the same Premises or
between 2 different Premises in the same city. The Intra-Customer Cross Connect Service is intended to support Customers who have placed
Customer Equipment in a Premises and later need to expand their footprint; however, there is no space near their Customer Equipment, so they must
expand some distance from their current location or into another Premises within the same city. The conditions that apply to the Cross Connect
Service also apply to the Intra-Customer Cross Connects Service with some exceptions/clarifications:
(a) Provides connectivity between multiple Customer’s (non-contiguous) Customer Equipment and is priced with a one-time fee or a MRSF.
(b) Both A and B end must terminate at the same Customer (including any of the Customer Affiliates but excluding customers of Customer).
(c) Intra-Customer Cross Connect are established in the MRR so they do not bypass the MMR.
(d) Only the Company may run cables or access anything within the ladder racks.
The Intra-Customer Cross Connect Service is ordered the same way as the Cross Connect Service (via the Customer Portal). The notes field on the
on-line CCOF should be used to specify this order type as notification for appropriate charges for this Service

Clause 5 Cloud Connect Service

5.1 Definitions
Cloud Connect the connectivity between the Customer and a CSP via the Cloud Switch.
Cloud Connect Service the provision by the Company of a connection from the Customer to a CSP, through the use of Cloud
Connect and as specified in the Services Form (s) and/or the CloudCOF.
Cloud Access the provision to the Customer of the initial access to the Cloud Connect Service with a Cross Connect
originating at the Customer via the existing Pre Cabling to the MMR Patch Panel and terminating on a
Cloud Switch inside the Premises.
Cloud Service the provision, as part of the Cloud Connect Service, of a virtual circuit (VLAN) provisioned within the
Cloud Switch from the Customer port to the CSP designated by the Customer inside the Premises.
Cloud Service Provider or a provider of services in a cloud environment who is connected to the Customer, using Cloud Connect.
CSP
Cloud Switch an Ethernet switch within a secured area managed by the Company within the Premises and used to
establish Cloud Connect.
CloudCOF the cloud connect order form, used by the Customer via the Customer Portal provided in electronic format
by the Company to the Customer, to order, inter alia, Cloud Service or Cloud Access; and, once
completed by the Company and confirmed by the Customer, amending the Agreement.
Customer Equipment the extension of a Cross Connect from the Customer Space Patch Panel to Customer Equipment as
Connection requested by the Customer and provided by the Company.
5.2 Cloud Connect
Under the Cloud Connect Service the Company provides Cloud Connect between the Customer and another Company customer inside the
Company Premises. The Cloud Connect requires Cloud Access which consists of existing Pre-Cabling from the Customer Space Patch Panel to
the MMR and a Cross Connect to the Cloud Switch port and Cloud Service to other customers residing on the Cloud Switch.

5.3 Cloud Connect Architecture

The Cloud Connect architecture deployed by the Company consists of a number of elements. These elements combine to form the end-to-end
connection between customers. The elements necessary for the Cloud Connect are:
• Customer Space Patch Panel – is installed in the Customer Space;
• Pre-Cabling – is routed from the Customer Space Patch Panel to the MMR Patch Panel via Pre-Cabling through cable trays;
• MMR Patch Panel – the Company managed patch panel in the Company managed and secured area, a MMR, from where the Cloud
Connect is established between the Customer and another Company customer;
• Cross Connect between the Customer’s Pre-cabled MMR Patch Panel and the MMR Patch Panel Cloud Switch;
• Cloud Switch port;
• Virtual circuit through the Cloud Switch to the requested customer switch port; and
• at Customer’s request (and for a Service Fee), the Company may additionally implement a Customer Equipment Connection,
extending the Cross Connect beyond the Demarcation Point and connecting to Customer Equipment.

Cloud Connect and the Company’s liability arising from the provision of Cloud Connect Service, terminate at the Customer Space Patch Panel
(the so-called “Demarc”).

The Cloud Connect architecture is as illustrated here below:

Customer___________ Company___________ Confidential Page 13 of 26

Version 2016-1

5.4 Cloud Connect Service Fees

1. Cloud Access is subject to a Monthly Recurring Service Fee and/or a one-time set up fee.
2. Cloud Service is subject to a Monthly Recurring Service Fee and/or a one-time set-up fee.
3. Any service ordered by Customer from a CSP is not part of the Agreement and is subject to payment of a fee payable by Customer directly
to the CSP.
4. Any network transport service ordered by Customer from a network service provider is not part of the Agreement and is subject to payment
of a fee payable by Customer directly to the network service provider.

5.5 Customer Equipment Connections

Cloud Connect does not include a Customer Equipment Connection. The Customer may opt for a Customer Equipment Connection, requesting the
Company to connect from the Customer Space Patch Panel to the Customer Equipment. Establishing the Customer Equipment Connection is a one-
off service provided by the Company, and is subject to a one-off fee. Following the installation of the Customer Equipment Connection it is Customer’s
responsibility to manage and maintain this Customer Equipment Connection. If the Customer has purchased Hands & Eyes Services from the
Company, it can call on the Company to perform any changes or trouble shooting on the Customer Equipment Connection.

5.6 Ordering Cloud Connect Service

The Customer can, during the term of the Agreement, order Cloud Access and Cloud Service by using the CloudCOF. To order Cloud Service or
Cloud Access, the Customer can submit a CloudCOF via the the Company Customer Portal. After receipt by the Company of certain location and
product details as included in the CloudCOF, The Company shall complete the last part of the CloudCOF, including pricing and, after online
acceptance by the Customer, will start installing the requested Cloud Service or Cloud Access. Following the successful delivery and testing of the
Cloud Service and/or Cloud Access, the date of which shall be notified to the Customer, the Customer will be charged with the relevant Service Fees
(one-time set-up fee for Cloud Access and a one-time set-up fee and Monthly Recurring Service Fee for Cloud Service).

The steps in this process are detailed as follows:

1. To order Cloud Service and/or Cloud Access, the Customer will complete the CloudCOF via the Customer Portal.
2. The Customer shall complete all required fields of the CloudCOF, for example regarding CSP name, Customer location, and Customer port
information.
3. The Customer shall provide the Company with the confirmation of the approval (e.g. a service key or other unique identifier) of the CSP as part
of this process.
4. The Company shall complete additional information, including pricing and notice about expected delivery date, and the completed CloudCOF
will be available to the Customer for final acceptance.
5. Customer shall confirm their final acceptance by pressing the “I Accept” button on the CloudCOF in the Portal. In order to submit acceptance
via the Customer Portal, the acceptor/sender must be identified as a Cloud Connect Approver through the Customer Portal permissions model or
through submission of a Change List Authorizer’s form.
6. The Company will supply all details of the order via a confirmation email.
7. The Company will install (or disconnect) the Cloud Service and/or Cloud Access pursuant to the CloudCOF and pursuant to this Agreement.

The Company will deliver the Cloud Service and/or Cloud Access within 3 (three) Business Days* from receipt of Customer’s confirmation (step 5
above). If the Customer already has the related Cloud Access in place prior to the order being submitted the Company will be able to deliver the Cloud
Service within 1 (one) Business Day from receipt of the Customers’ confirmation (step 5 above). The Company will send the Customer a confirmation
of delivery of the Cloud Service and/or Cloud Access. The Customer may only allow the use of Cloud Access by third parties upon prior written
approval from the Company.

*Does not apply if Pre-Cabling is not available.

5.7 Changes to Cloud Connect and termination

The Customer shall refrain from making any changes to Cloud Connect. Changes, such as changes to virtual circuits or bandwidth additions, may be
requested via the Customer Portal. The Customer shall bear all costs connected to the implementation of such changes and shall agree these via an
online acceptance (as above for ordering).
During the term of the Agreement, Cloud Access can be terminated by Customer at any time by giving the Company one (1) month’s advance
Notice. Cloud Access billing will terminate as of the end of month of the following month that Notice was given. Cloud Service(s) may be changed
at any time via the Customer Portal.

5.8 Establishing a CSP Service Offering

For CSP’s that request the Company to create an offer for Cloud Service to be distributed via Cloud Connect the delivery time shall be mutually
agreed between the Company and the Customer such that:
1. The Company and the Customer can determine and define the Cloud Service details;
2. The Company can perform analysis on those requirements in relation to Cloud Connect functionality;
3. The Company can Define work to be completed to deliver the CSP services via Cloud Connect; and
4. The Company can complete and test the Cloud Service offering.
Each CSP Service offering requested by a CSP will be subject to the same mutually agreed delivery period and development requirements as stated
above.

Clause 6 Hands & Eyes Service

With its Hands & Eyes Service, which can be provided to customers that purchase the Customer Space Service, the Company provides certain types
of support to the Customer Equipment. The Hands & Eyes Service can be provided at the request of the Customer, such request is to be addressed to

Customer___________ Company___________ Confidential Page 14 of 26

Version 2016-1

the ISC. The options for Hands & Eyes Service are Rapid Response Service and Pre Scheduled Work Service. The Hands & Eyes Service is
performed using skill, diligence and care, and taking all reasonable measures to provide the Hands & Eyes Service with reasonable endeavors.

Notwithstanding the previous sentence, The Company does not, implicitly or explicitly, undertake to achieve or warrant any result of any Hands & Eyes
Service performed, except for the results marked as “Service Level” in the SLA.

6.1 Rapid Response Service

Rapid Response Service is the Hands & Eyes Service in the form of a faster response, providing the Customer:
- during Business Hours with an Engineer at the Customer Equipment within a response time as stipulated in the SLA;
- outside Business Hours with an Engineer by phone within a response time as stipulated in the SLA.

All requests must be submitted to the ISC by e-mail or via the Customer Portal and the Customer shall obtain a ticket number.

When present at the Customer Equipment, Engineers provide basic support on the Customer Equipment, such as resetting of interfaces, power on,
power off equipment, setting switches, pushing buttons and reading displays.

Rapid Response Service is provided on Customer Equipment, of any make or model, provided the Customer gives specific instructions on the work
that needs to be done. The Engineer has general knowledge of providing support on ICT equipment.
The Customers pay as they use based on a pre-agreed hourly rate that is reflected in the Agreement. The Company will charge Customer for a
minimum of 1 (one) hour, thereafter for 30-minute increments.

6.2 Pre Scheduled Work Service

For requests that are made for future or complex requests, the Company can provide the Customer with an estimated budget and time planning for the
work requested. After acceptance by the Customer of the estimated budget and time planning, the Company, acting as the Customer-supervised
hands, will provide the work requested. This work may include maintenance, installation work, configuration or troubleshooting. The Company can
produce, in conjunction with the Customer, run books and/or cabinet documentation to provide support to the Customer’s operation. An allowance of
time can be agreed for the run books and/or documentation to be produced. The Company will perform such requests during Business Hours only,
unless otherwise agreed upon between the Parties.

6.3 Standby Fees and Blocks of Hours

Customers who require regular interventions on their equipment (during or outside of office hours) may reduce the hourly charge for any Hands &
Eyes intervention by signing up to a monthly standby fee paid in advance.
Customers who anticipate a minimum number of Hands & Eyes interventions a month may also lower the hourly rate of charge by booking Blocks of
Hours. The Blocks of Hours can be used for any Hands & Eyes intervention throughout the month. Unused hours from the block at the end of a
calendar month cannot be transferred to the next month.

6.4 Special tools

The Company has no obligation to provide the Engineer or the Customer with any special tools or any spare parts to the Customer Equipment in order
to perform the Hands & Eyes Services. The Customer shall be solely responsible for the availability of such special tools or spare parts to the
Engineer.

6.5 Damages to third parties or damage properties of third parties

The Customer shall indemnify the Company for any and all liabilities, damages, costs, charges and expenses incurred by the Company resulting from
or arising out of or in connection with any damages to third parties or properties of third parties in the performance of the Hands & Eyes Services,
unless the Company has not acted in compliance with Customer’s instructions, of which non-compliance the Customer bears the burden of proof.

6.6 Implementation and installation of Customer Equipment

The Customer shall at all times remain responsible for implementation and installation of Customer Equipment. The Company shall not, by the mere
fact that it has assisted in the implementation and/or installation pursuant to the Hand & Eyes Service, be responsible or liable for the results of such
implementation and/or installation.

Clause 7 Customer Portal Service

The Customer Portal is aimed at enhancing the customer experience when interacting with the Company. The Customer Portal allows Customer
Contacts as registered by the Customer at the Company ISC to perform a variety of tasks and enquiries related to the Services. The Company may
include additional functionality in the Customer Portal in the future. Currently, the portal functionality includes inter alia:
• creating and viewing the status of common ticket types (temporary access, deliveries, removals, hands & eyes, enquiries);
• creating and viewing the status of Cross Connect orders, if available;
• contact management (including changes to authorisation lists); and
• news and event content from the Company.
The Customer Portal Service is provided free of charge to Customers. The Company focuses its efforts on maximum availability of the Customer
Portal. However, the Company's service offering does not include a permanent, error-free availability of the Customer Portal Service. In particular, The
Company does not warrant that the Customer Portal Service is free of system-induced failures, interruption and/or disturbance.
The Customer Portal Service allows Customer Contacts to give legally binding declarations that bind Customer and allows the Company to give legally
binding declarations that bind the Company. The Company’s and Customer’s right to give legally binding declarations with respect to the Services by
other means than the Customer Portal Service remains unaffected.
The Services accessed via the Customer Portal Service and all tickets raised via the Customer Portal Service are subject to the terms and conditions
of the respective Service as laid down in this Agreement or in other Company documents.

7.1 Security and Accessibility

The Customer Portal uses industry-standard best practices such as 128-bit SSL (secure socket layer encryption) to protect Customers’ and Customer
Contact’s privacy. The Customer Portal can be accessed from any internet connected computer with a modern web-browser. In order to use the
Customer Portal Service, the Customer Contact must sign in using the password provided by the Company.

7.2 The Company Customer Portal Terms and Conditions

The Customer accepts that the use of the Customer Portal by the Customer Contact is governed by the Company Customer Portal Terms and
Conditions which are available on the Customer Portal. Notwithstanding anything to the contrary in the Agreement and the Customer Portal Terms and
Conditions, Customer is responsible and liable for all activities that occur under Customer’s account, including but not limited to the legally binding
declarations mentioned above and payments for any orders that are placed via Customer’s account, regardless of whether such activities are
conducted by a Customer Contact or any other party. Customer shall indemnify and keep indemnified, hold harmless and defend the Company in
respect of any loss, damage or expense (including attorneys’ fees) resulting from any claim brought by third parties resulting from or arising out of or in
connection with Customer Contact’s breach of the Company Customer Portal Terms and Conditions.

7.3 Content presented on the Customer Portal

The Company selects the content presented on the Customer Portal and it is at the Company’s option whether the Company provides content at all.
Availability of certain information is not part of the Customer Portal Service.

Customer___________ Company___________ Confidential Page 15 of 26

Version 2016-1

The content published on the Customer Portal, in particular but not limited to texts, pictures, layout, software and structure of the Customer Portal, is
protected by intellectual property rights. The reproduction or other utilization or exploitation of content or data (even in extracts), protected by
intellectual property rights, in particular all kinds of use of texts, parts of texts or picture- and video materials, the modification and distribution are only
permitted with prior written approval of the Company or the respective rights holders. Customer Contacts may however use the content for the
purposes of using the Customer Portal Service in accordance with the Company Customer Portal Terms and Conditions.

7.4 Access and access list

Customer shall be responsible to keep the access list with the names of the Customer Contacts that are allowed to access the Premises or that are
allowed to authorize other persons to access the Premises up to date. The Company shall not be responsible for any damage or loss caused by
Customer’s non-compliance with these obligations.
The Company may terminate Customer’s access to and use of the Customer Portal (a) at any time without cause upon 14 calendar days prior notice,
or (b) immediately without notice, upon termination of the Agreement. Clause 13 of the General Terms and Conditions (Termination) remains
unaffected.

7.5 Unauthorized access

The Company shall not be responsible for damage or loss caused by unauthorized access to the Customer Portal. Customer shall change the
passwords regularly in order to prevent unauthorized access. The Customer shall immediately report security incidents with respect to login/password
data to the Company.

7.6 Group email addresses

The Company strongly recommends that Customers do not use group email addresses (i.e. email addresses that represent a group of employees)
that allow access to the Customer Portal for security and traceability reasons. In case Customer nevertheless uses group email addresses, the
Customer shall (i) be responsible to change the password immediately once an employee leaves such a group and/or Customer’s company, (ii) make
available the Company Customer Portal Terms and Conditions to all members of the group, (iii) only allow access to the Customer Portal once the
respective employee has accepted the Company Customer Portal Terms and Conditions in writing, and (iv) send the employee’s written acceptance of
the Company Customer Portal Terms and Conditions to the Company.

Clause 8 Setup and Installation Service

In the event that the Company performs the Setup and Installation Service of the Customer Space it will install, configure and set-up the Customer
Space between the Effective Date and the Commencement Date. The provision of Customer Space will then start at the Commencement Date.

Customer___________ Company___________ Confidential Page 16 of 26

Version 2016-1

Schedule 2: Service Level Agreement (SLA)

Clause 1 Subject
The purpose of this SLA is to describe and set down the applicable Service Levels that the Company provides for the Customer, with respect to the
Services. The SLA guarantees Customer Compensation in case the Company did not perform to Service Levels as defined in Clause 4 of this SLA.
The Service Levels enable both the Customer and the Company to measure important Services provided by the Company. The Service Levels are
either measured on a calendar month basis (“Monthly Metric”) or on an event basis (“Event Metric”). In the event that the Company wishes to modify
any of the Service Levels (e.g. in case the ASHRAE standard for server inlet temperature and humidity change) the Customer will be given 30 days’
Notice of the proposed changes. This document supersedes all previous SLAs issued by the Company.

Clause 2 Contact
The Company provides the Customer with a single point of contact at the ISC (directly or through the Customer Portal). All issues, including technical,
billing and Service inquiries, orders and requests, will be logged through the Customer Portal or directly by the ISC and forwarded to the relevant
department. Customer may contact The Company 24x7 as follows:
Telephone number : +254 709182000
Alternative telephone number: +254 742099822
E-mail address: customer.services@icolo.io
Customer Portal: https://portal.icolo.io
The Company has the right to change these contact details, subject to 30 days’ Notice.

Clause 3 Incident handling

In case of any incident, partial or complete failure of Service, the Company will notify the Customer using the designated contact persons as specified
by the Customer. In the event of a Customer identifying an incident it can contact the ISC 24 hours a day, 365 days a year on the telephone numbers
or email address mentioned under 2 (“Contact”).

Clause 4 Service Levels and Compensation

This Clause 4 describes the Service Levels and Compensation that apply to the Services. In order to determine breach of Service Level, the
Company’s systems and records are leading.

The definitions used in this Clause 4 are as follows:

• Total Period Time: is the average total time in one month (30 days).
• Maintenance Time: is the scheduled shutdown as described in Clause 16.2 through 16.5 in the General Terms and Conditions which is Service
affecting and for which Customer has been notified.
• Downtime: is the time during which the respective Services are not available due to unscheduled outages.
• Response time: is the period of time between the moment the ISC has logged Customer’s request and the moment an Engineer is on-site and
has contacted the Customer to report he is ready to start his work.
• Mixed Cabinet Environment: is an area with one or more Cabinets.

Compensation related to Services Levels for power and climate control:

Monthly Metrics are calculated according to the following formula:
Availability = (Total Period Time – Maintenance Time) - Downtime * 100%
(Total Period Time – Maintenance Time)

A Compensation of 3 days is defined as 3/30 of the MRSF.

The total aggregated Compensation in a given month for Service Level- power, climate control Service will be limited to 50% of the MRSF.

Service Level power

Service Advanced AC Power and Advanced DC Power
Description Two socket outlets per Cabinet.
AC single phase and AC three phase: One socket is supplied by an uninterruptible power supply (UPS) system. The other socket, serving
as back-up, is supplied by a separate but identical UPS system. Input power for the two UPS systems is provided by the commercial
power supply system, which is backed up by stand-by generator(s).
DC: One socket is supplied by a DC rectifier system. The other socket, serving as back-up, is supplied by a separate but identical DC
rectifier system. Input power for the two rectifiers is provided by the commercial power supply system which is backed up by stand-by
generators.
Service Level 99.982 % power Availability for AC or DC over the period of one calendar month. Unavailability is solely considered to be Downtime if
power is unavailable on both power plugs.
Compensation A breach of this Service Level gives the Customer the right to a Compensation equalling 3 (three) days of MRSF for the Cabinet that is
directly affected by the power failure, subject to Clause 5 of this SLA.
Reference Schedule 3, figure CEPCD/A

Service Standard AC Power

Description AC single phase and AC three phase: Two socket outlets per Cabinet. One socket is supplied by an UPS system. The other socket,
serving as a backup, is supplied by a normal (interruptible) power supply system. Input power for both systems is provided by the
commercial power supply system, which is backed up by stand-by generator(s).
Service Level 99.982% power Availability for Standard AC Power over the period of one calendar month. Unavailability is solely considered to be
Downtime if power is unavailable on both power plugs.
Compensation A breach of this Service Level gives the Customer the right to a Compensation equalling 3 (three) days of MRSF for the Cabinet that is
directly affected by the power failure, subject to Clause 5 of this SLA.
Reference Schedule 3, figure CEPCD/S

Service Basic AC Power and Basic DC Power

Description One socket outlet per Equipment Cabinet, supplied by an UPS system. Input power for the UPS system is provided by the commercial
power supply system, which is backed up by stand-by generator(s).
Service Level “Best Effort” power Availability for AC or DC over the period of one calendar month.
Compensation A breach of this Service Level gives the Customer the right to a Compensation equalling 3 (three) days of MRSF for the Cabinet that is
directly affected by the power failure, subject to Clause 5 of this SLA.
Reference Schedule 3, figure CEPCD/S

Customer___________ Company___________ Confidential Page 17 of 26

Version 2016-1

Service Level climate control

The Company is following the ASHRAE standard for server inlet temperature and humidity.

Service Climate control for full and half Cabinet, open Cabinet and mixed Cabinet environment
Description Climate control maintains the temperature and humidity in the Customer Space.
Service Level In each climate controlled area, the Company will keep the temperature and humidity within ranges as specified below:
Continuously outside the temperature or humidity range for more than 90 consecutive minutes (average, measured across The
Company’s installed sensors in designated cold aisles):
➢ 15 ºC to 32 ºC) Temperature
➢ 20% to 80% Relative Humidity
Explicitly excluded from the Service Level is failure to meet the Service Level:
➢ caused by changes to the layout by Customer that were not submitted to the Company for advice regarding airflow and
cooling before implementation of such changes;
➢ cause by the climate inside individual Customer Equipment;
➢ caused by breach of the Company House Rules.
In order to activate the Service Level, the use of a closed corridor setup and blanking panels as needed for specific hot spot issues, is
mandatory. Customer has to connect its Equipment in such a way that no warm air is blowing into the cold aisle.
Parties acknowledge that climate control is a critical variable, which can be influenced by changes to the infrastructure and layout.
Therefore Parties agree that optimising airflow and cooling is a mutual responsibility. The availability of sufficient cooling capacity in
terms of kW is the sole responsibility of the Company.
The Service Level is not applicable during the initial implementation time of Customer (e.g. Customer installing servers in the Customer
Equipment as this period will be used for mutual fine tuning of perforated tiles and air flow. Customer will inform the Company by Notice
when the initial implementation by the Customer is finalized. Subsequently the Company will inform the Customer by Notice from which
date and time the Service Level is applicable.
Compensation Environmental Downtime shall be defined as temperature or humidity conditions exceeding the ASHRAE 2011 Recommended limits for
Class A1 equipment for more than 90 consecutive minutes per occasion. Environmental Downtime in any calendar month entitles
Customer to a Compensation equalling 3 (three) days of MRSF for the Cabinet that is directly affected by the climate failure, subject to
Clause 5 of this SLA.

Service Level Hands & Eyes Services

Service Hands & Eyes Rapid Response
Description An Engineer will be available to respond to Customer requests for assistance within the response time.
Service Level Response Time:
During Business Hours an Engineer will be present at the Customer Equipment within a response time of 1 (one) hour from the moment
of the request.
Outside Business Hours an Engineer will be available by phone within a response time of 2 (two) hours from the moment of the request.

Compensation Not meeting the Service Level entitles Customer to claim 1x the pre-agreed hourly rate for Hands & Eyes Services (as specified in each
of the Services Form(s) signed by the Company and the Customer), subject to Clause 5 of this SLA.

Service Level Cross Connect Services

Service Restoration Time for Cross Connect
Description Time to Repair (“TTR”), or the time between a service outage reported by the Customer by Notice to the ISC and the time of a service
restoration by the Company.
Service Level The Company will restore a failed Cross Connect within 8 (eight) hours from receipt of the Notice, reporting the service outage.
Compensation Not meeting the Service Level entitles the Customer to claim the MRSF related to the Cross Connect Service in the relevant month for
the Cross Connect that is directly affected by the failure, subject to Clause 5 of this SLA. Aggregated Compensation in a given month
for Cross Connect Services will be limited to 100% of the Cross Connect Services Fees in the relevant month.

Service Level Cloud Connect Services

Service Cloud Service Availability (1 Cloud Access)
Description Cloud Service available and passing traffic from at least 1 (one) Cloud Access at any given time as determined from the
Customer’s Cloud Access port on the Cloud Connect Platform to the CSP Interface on the Cloud Connect Platform.
Service Level 99.9% Availability over the period of one calendar month.
Compensation Not meeting the Service Level entitles Customer to claim the MRSF related to Cloud Connect in the relevant month for Cloud
Connect that is directly affected by the failure, subject to Clause 5 of the SLA. Aggregated Compensation in a given month for
Cloud Connect Services will be limited to 100% of the Cloud Connect Services Fees in the relevant month.

Service Cloud Service Availability (two redundant Cloud Access)

Description Cloud Service available and passing traffic from at least 1 Cloud Access in a configuration of 2 Cloud Access (redundant setting) at
any given time as determined from the Customer’s Cloud Access port on the Cloud Connect Platform to the CSP Interface on the
Cloud Connect Platform.
Service Level 99.999% Availability over the period of one calendar month on both (2) Cloud Access in same configuration.
Compensation Not meeting the Service Level entitles Customer to claim the MRSF related to the Cloud Connect in the relevant month for the
Cloud Connect that is directly affected by the failure, subject to Clause 5 of the SLA. Aggregated Compensation in a given month
for Cloud Connect Services will be limited to 100% of the Cloud Connect Services Fees in the relevant month.

Customer___________ Company___________ Confidential Page 18 of 26

Version 2016-1

Clause 5 Exceptions
The Customer shall not receive any Compensation under this SLA in connection with any failure to meet the Service Level that is caused by or
associated with any of the following circumstances:
➢ Failure to meet the Service Levels caused by the Customer or (maintenance to) the Customer Equipment;
➢ Customer Equipment not connected according to applicable CEPCD (Schedule 3, figure CEPCD);
➢ scheduled or emergency maintenance of the Facilities;
➢ Failure to meet the Service Levels caused by Force Majeure.

Clause 6 Claims Procedure

To receive Compensation the Customer should contact the Company in writing within 30 days of the event (in case of an Event Metric) or month (in
case of a Monthly Metric) in which the Company failed to meet the relevant Service Level(s). Approved claims for Compensation will be reflected as a
credit and will be deducted from the Customers next invoice. The Company will calculate the Compensation on the basis of the MRSF due by the
Customer during the month in which the Company failed to meet the Service Levels.

Customer___________ Company___________ Confidential Page 19 of 26

Version 2016-1

Schedule 3: Customer Equipment Power Connection Diagram

CEPCD/A CEPCD/A
Advanced AC Power SLA (2N) Advanced AC Power SLA (2N) with STS
Assuming one power cord per server available
Assuming two power cords per server available

Cabinet Cabinet

a server 3 b a server 3

a server 2 b a server 2

Schuko plug socket rail Schuko plug socket rail

Schuko plug socket rail
a server 1 b a server 1

SLA demarcation line

Source Transfer Switch

SLA Demarcation Line

UPS A (Generator backup) plug UPS B (Generator backup) UPS A (Generator backup) UPS B (Generator backup)
under raised floor plug under raised floor plug under raised floor plug under raised floor

UPS A UPS B UPS A UPS B

For each customer Cabinet one feeder UPS A (Generator backup) and one feeder from UPS B
(Generator backup) will be made available in the PDU.
These feeders are to be terminated in plug sets that will be installed under the raised floor.
Customer equipment is therefore assumed to have dual power inputs as above drawing
suggests.
Where this is not the case Interxion can supply automatic source transfer switches.
For each customer Cabinet one feeder from UPS A (Generator backup) and one feeder from
UPS B (Generator backup) will be made available in the PDU.
These feeders are to be terminated in plug sets that will be installed under the raised floor.
Customer equipmend is therefore assumed to have dual power inputs.
Where this is not the case Interxion can purchase and supply on behalf of the customer Automatic
Source Transfer Switches as above drawing suggests.

CEPCD/A
Advanced DC Power SLA (2N)
Assuming two power cords per DC server available

Cabinet

a server 3 b

a server 2 b

DC cabling DC cabling

a server 1 b

SLA Demarcation Line

DC PDU A DC PDU B

DC Distribution to PDUs DC Distribution to PDUs

Rectifier A with batteries Rectifier B with batteries

For each Cabinet one feeder from rectifier A (with generator backup) and one feeder from
Rectifier B (with generator backup) will be made available in resp. rectifier DC PDU A and
rectifier DC PDU B. Each DC PDU is supplied from DC distribution infrastructure connected to its
associated rectifier system.
The feeders are installed in the raised floor and directly connected to the servers in the cabinet.
Customer equipment (e.g. server) is therefore assumed to have dual DC power inputs.

Customer___________ Company___________ Confidential Page 20 of 26

Version 2016-1

CEPCD/S CEPCD/S
Standard AC Power SLA (N+1) Standard AC Power SLA (N+1) with STS
Assuming two power cords per server available Assuming one power cord per server available

Cabinet Cabinet

a server 3 b a server 3

a server 2 b a server 2

Schuko plug socket rail Schuko plug socket rail Schuko plug socket rail

a server 1 b a server 1

SLA demarcation line

Source Transfer Switch

SLA demarcation line

Non UPS feed (Generator

UPS (Generator backup) Non UPS (Generator backup) UPS (Generator backup)
backup)
plug under raised floor plug under raised floor plug under raised floor
plug under raised floor

Non UPS feed (Generator Non UPS feed (Generator

UPS A UPS A
backup) backup)

For each customer Cabinet one feeder UPS (Generator backup) and one non UPS feeder (Generator
backup) will be made available in the PDU.
These feeders are to be terminated in plug sets that will be installed under the raised floor.
Customer equipmend is therefore assumed to have dual power inputs as above drawing suggets.
Where this is not the case Interxion can supply automatic source transfer switches.
For each customer Cabinet one feeder from UPS with Generator backup and one feeder with only
Generator backup will be made available in the PDU.
These feeders are to be terminated in plug sets that will be installed under the raised floor.
Customer equipment is therefore assumed to have dual power inputs.
Where this is not the case Interxion can supply automatic source transfer switches as above drawing
suggests.

Customer___________ Company___________ Confidential Page 21 of 26

Version 2016-1

Schedule 4: Company House Rules

Clause 1 Introduction
These Company House Rules apply on the Premises. The Customer will ensure that its employees, contractors and subcontractors comply with this
policy.

Clause 2 House rules

The Company maintains the following rules in order to comply with local and national laws, guidelines for installation works, working environment, safety
and fire regulations. Each person entering the Premises is required to follow these rules:
➢ Only Customer’s personnel and third parties who are authorized by the Customer are allowed into the Premises. Every visitor must have a personal
access pass and must wear his or her badge visibly and follow the instructions of the Company security personnel at all times. Access to other
customer’s rooms is prohibited. Tailgating is not permitted.
➢ Every visitor must sign an acceptance document for the collection and/ or processing of his/ her privacy sensitive data by the Company or its
security sub-contractors.
➢ Inform the Company security personnel which goods Customer will take in and take out of the Premises. The Customer shall not bring any furniture,
equipment or other goods into the Premises without the prior written consent of the Company, except to the extent that this is necessary for the
exercise of the rights given to the Customer pursuant to the Agreement. The Customer is obliged to remove any other goods or waste material it
has brought into the Premises immediately.
➢ Report the start and end of activities to the Company security desk
➢ Avoid hazardous situations. Do not operate any equipment that may constitute a safety hazard. If in doubt, consult the Company facility manager.
➢ Close all doors. Doors must be closed at all times in order to optimise the efficiency of the gas extinguishing systems in case of an eventual fire.
Outside doors must be closed and locked for security reasons.
➢ Evacuate immediately when the alarm (slow whoop) goes off. In case of a fire alarm, the gas extinguishing system will automatically activate.
➢ Keep the Premises clean and tidy. Inside Cabinet Space clean work is essential for the function of the Customers Equipment and the Facilities.
➢ Do not smoke. The whole Premises is a no smoking area.
➢ Do not bring food. Do not eat or drink in the Customer Spaces or the corridors.
➢ Dirty footwear shall not be allowed within the Customer Space and/ or the Premises.
➢ Any activity causing dust particles is not allowed. Please consult the Company facility manager for assistance. The automatic alarm may be
triggered if you do not follow this instruction.
➢ Packaging and flammable materials, like carton and plastics are not allowed inside the Customer Space, as it may obstruct the airflow resulting in
hotspots causing fire or dust. Boxes should be unwrapped in the loading area / staging area. Packaging materials should be removed without
delay from the Premises.
➢ Storage of Customer Equipment is only allowed in the Customer Space or storage rooms. Please contact the Company facility manager if you
require assistance.
➢ If applicable, switch your alarm system on when leaving the Premises.
➢ Report all irregularities and alarms to the ISC.
➢ Connect your Customer Equipment in line with the applicable CEPCD (Schedule 3, figure CEPCD)
➢ Take due note of the information contained in the “Customer Welcome Pack” and act in accordance with it.
➢ Inside the Cabinet the Customer shall:
o carry out proper data and power cable wiring, using a proper system and methodology to bundle and support cabling, to avoid obstruction
of airflow and hotspots;
o install blanking plates in open, unused server space to avoid short-circuiting of air resulting in hotspots and lower efficiency of the installed
room CRAC units;
o install CE approved plug connectors to avoid power fluctuations, server outages and fire;
o if the Customer has a rack monitor or other temporary device in the Cabinet, the Customer shall remove it directly after use, as it may obstruct
the airflow to the inlet of the server resulting in hotspots at server level;
o make sure that no old roof fans are used or are still running causing unnecessary energy consumption;
o make sure that the percentage of the door grid opening is sufficient to cool the rack servers to avoid hotspots and extra server fan energy to
force the air through the doors (suction force);
o avoid installing a Cabinet partially on a ventilated or louvered tile to avoid server air intake limitations, hotspots and raised floor access issues.
➢ Inside the Customer Space the Customer shall:
o not place packing materials like carton and plastics on ventilated or louvered tiles as it may obstruct the airflow resulting in hotspots causing
fire or dust;
o not install ventilated or louvered tiles in the hot aisle as the hot aisle is intended to be hot and by changing the layout of the ventilated or
louvered tiles, the whole or part of the room and the Cabinets may suffer from hotspots and cooling inefficiencies of the installed CRAC units;
o not close off or remove ventilated or louvered tiles in the cold aisle as the cold aisle is intended to be cold and by changing the layout of the
ventilated or louvered tiles, the whole or part of the room and the Cabinets may suffer from hotspots and cooling inefficiencies of the installed
CRAC units;
o not leave the Customer Space door(s) open as the overpressure inside the Customer Space may disappear resulting in dust inside the
Customer Space, servers and CRAC filters leading to malfunction of the servers. This may further lead to inefficiency of the CRAC units,
extra opening of the chilled water valve, extra chiller compressor activity resulting in unnecessary energy consumption;
o not leave the Customer Space doors open as this may lead to hotspots. This may further lead to extra de-humidification, re-heating and
humidification and consequently unnecessary energy consumption;
o not open the raised floor as this may result in an unstable raised floor, loss of cooling capacity, short-circuiting of air, extra re-heating, de-
humidification and security breach;
o not change the setting of the CRAC units (if possible) as it may result in hotspots and extra loss of cooling energy.

Clause 3 Use of Electronic Devices

The Customer and/or any person authorized by the Customer shall not be allowed to use electronic devices such as cameras, flash drives or any other
form of electronic devices that may be used to gather data, collect data, transfer date, record (either by audio or video), wiretap, take photographs or
snoop etc inside the Premises. The use of smartphones are allowed unless otherwise indicated (e.g. by warning posters). Notwithstanding the
aforementioned, the usage of electronic devices is not allowed if the electronic devices are used for any business sensitive information of the Company
or any of its customers. Business sensitive information includes any information stored or processed by the Company, its customers or on behalf of its
customers that if transferred to unauthorized parties would cause damage, loss of reputation and business opportunity to either the Company or its
customers.

Clause 4 Consequences of non-compliance

Violation of these Company House Rules is strictly prohibited. In the event of any actual or potential violation, the Company reserves the right, without
incurring any liability whatsoever, to suspend and/or terminate, either temporarily or permanently, any or all Services provided by the Company, to
block any abusive activity, or to take any other actions as deemed appropriate by the Company in its sole discretion. Customers who violate these
Company House Rules may incur criminal or civil liability. The Company may refer violators to civil or law enforcement for prosecution and will cooperate
fully with applicable government authorities in connection with the civil or crime investigations of violations.

Customer___________ Company___________ Confidential Page 22 of 26

Version 2016-1

Signature

As agreed by both Parties:

VILCOM Icolo Limited

Name of Agnes Limo Name of Ranjith Cherickel

authorized authorized
representative representative
Title: Chief Executive Officer Title Managing Director
Signature of Signature of
authorized authorized
representative representative
Place: Kenya Place
Date: 3rd June 2024 Date

Customer___________ Company___________ Confidential Page 23 of 26

Version 2016-1

Attachment 1:
Template Services
Order Form

The Company and the Customer have entered into an agreement dated __________ 2024 (the “Agreement”) which contains
the terms and conditions relating to the provision of the Services by the Company to the Customer.

This Services Form sets out the Services to be provided by the Company to the Customer and related information.

Capitalized terms used in this Services Form shall have the meaning set out in the Agreement and the Company General
Terms and Conditions for Services, version 2016-1 (Annex 1).

The Parties confirm and agree that they are entering into and executing this Services Form subject to the terms and conditions
of the Agreement and the list of annexes set out in clause 3 of this Services Form, and that the terms and conditions of the
Agreement and the Annexes shall apply to this Services Form and the provision of the Services.

In the event that this Services Form is terminated for any reason whatsoever, the Company and Customer shall enter into a fresh
Services Form on terms to be mutually agreed between the Company and the Customer.

1. Customer Order

1.1. Account Management

Account Sajid Vayani Agreement N/A Customer TBC

Manager Number ID

1.2. Customer Information

Customer Primary Customer Contact* Contact during order implementation

Name VILCOM Name Elvis Chirchir Name Elvis Chirchir
Street Ramco Court, Position Special projects Position Special projects
Mombasa Road Manager Manager

Postcode 24559-00502 Telephone +254 710202075 Telephone +254 710202075

City NAIROBI Email systems@vilcom.co.ke Email systems@vilcom.co.ke
Country KENYA
Telephone +254 726 888 777 /
+254 777 055 555 / * Will appoint a change list authoriser. A change list authoriser may change contact
+254 755 055 555 lists (e.g. access authorisers, Hands & Eyes Requestors etc).

Invoicing address (if different from above) Invoicing contact Contact during operations
Street Ramco Court, Name Solomon Mutua Name Vilcom SOC
Mombasa Road
Postcode 24559-00502 Position Finance Manager Position Service Operation
Center
City NAIROBI Telephone +254 738 274492 Telephone +254 726 888 777
Country KENYA Email accounts@vilcom.co.ke Email soc@vilcom.co.ke

Customer bank details

Bank name KCB Account 1282129406 VAT P051965841T
number number

Customer___________ Company___________ Confidential Page 24 of 26

Version 2016-1

1.1. Contract term and location information

Premises* MBA1
Invoice period Quarter Address of the MBA1
Premises* Romollas Compound
Opp. New Jomvu Total Station
Off Mombasa/Nairobi Highway
Miritini Mombasa, Kenya

https://g.page/icolo-io-mba1?share

Commencement Date 1st July 2024 Room number* CR023

Term 36 Months

Safety Deposit Waive Cabinet reference* icolo/ke/MBA/MBA11/0/CR023/TB

C

By means of bank transfer * If not filled in, the Company will send Customer the missing
info per Notice as soon as possible after the Effective Date.
To the Company bank Beneficiary Name: ICOLO LIMITED
account number Bank Name: I&M BANK
Branch Name: Sarit Centre
Account Number: 01183661211
Bank Code: 057
Branch Code: 57002
Swift Code: IMBLKENA

1.1. Order specification and Service Fees

Currency: USD ($) All amounts are exclusive of value added tax ('VAT')

Monthly Recurring Fee:

Description Number Quantity Unit Price Start of Total
of Units/ Service
Cabinets Delivery
½ Rack Cabinets with 1 kW Power ½ Rack 1 $ 800.00 01/07/2024 $ 800.00
included
Additional kW 1 kW - $ 400.00 01/07/2024 $ 0.00
Hands & Eyes Service 1 Hour - $ 100.00 01/07/2024 $ 0.00
Cross Connect 1 - $ 100.00 01/07/2024 $ 0.00
Monthly Recurring Service Fee Total $ 800.00

Non-Recurring and Setup Fees:

Description Number Quantity Unit Price Start of Total
of Units/ Service
Cabinet Delivery
1 Rack cabinet cold-aisle enclosure, 1 1 $ 500.00 01/07/2024 $ 500.00
shared cabinet and rack PDUs 32Amp
230V/1ph included: AC power plug set
dual power feed (UPS/A + UPS/B)
Cross Connect Set Up Fees 1 - $ 300.00 01/07/2024 $ 0.00
Total fees for Non-Recurring and Setup Fees $ 500.00

Notes
Cross-connect Setup Fees $ 300
Monthly cross-connect fees $ 100
Hands & Eyes Service for rapid response (on request by customer) $ 100 / hour

Customer___________ Company___________ Confidential Page 25 of 26

Version 2016-1

2. Notice and Formal Notice

Formal Notices between the Parties shall be addressed as set forth below:

The Company:
Ranjith Cherickel
P.O. Box 1649,
Karen 00502, Nairobi
Kenya
Contact person: Managing Director
Phone: +254702121113
Email: ranjith@icolo.io

Customer:
Contact persson: Elvis Chirchir
Physical Address: __Ramco court, Mombasa road____
Postal Address: ___24559 – 00502 NAIROBI_______
Phone number: _________+254 710202075_______
Email: _____systems@vilcom.co.ke______

Notices or communication between the Parties related to operational matters shall be addressed as set forth in Clause 2 of the
SLA (Schedule 2 of Annex 2).

3. List of Annexes

Annex 1: The Company General Terms and Conditions for Services, version 2016-1
Annex 2: The Company Services Schedules, version 2016-1
Annex 3: Other Agreement specific documents: Not applicable.

This Services Form together with the Annexes listed above constitutes the Agreement. The Customer explicitly acknowledges
that the Customer has read, accepted and approved the Annexes. In the event that there is a conflict between the provisions of
the Agreement the order of precedence shall be (1) this Services Form, (2) the General Terms and Conditions for Services,
version 2016-1 (Annex 1), and (3) the Company Services Schedules, version 2016-1 (Annex 2) and (4), other Agreement specific
documents if listed above. Purchase orders submitted by Customer are for customer’s internal administrative purposes only and
the (commercial) conditions contained in those purchase orders will have no force and effect. Any (general) terms and conditions
of the Customer are explicitly excluded from this Agreement.

4. Signature

As agreed by both Parties:

Vilcom Icolo Limited

Name of Agnes Limo Name of Ranjith Cherickel

Authorized authorized
representative representative
Title Chief Executive Officer Title Managing Director
Signature of Signature of
authorized authorized
representative representative
Place: Kenya Place
Date 3rd June 2024 Date

Customer___________ Company___________ Confidential Page 26 of 26