Avanti - ADAPT - Specific Terms - ADAPT-VNO - H4 - Draft One 10.01.2020 - v1 - Eafrica DREAM1

SPECIFIC TERMS OF SERVICE
These Specific Terms (including each of the Schedules and Annexes attached hereto and incorporated by this reference) set out the
terms and conditions that relate to the provision by Avanti of the Services and Equipment (as further described herein). These
Specific Terms are supplemental to and, once signed by the Parties below, shall form part of and be governed by the MSA in force
between the Parties identified below. Any capitalised words not otherwise defined in these Specific Terms shall have the meaning
given to them in the MSA.
PARTIES
Purpose: New Service ☒ Renewal ☐ Amendment ☐ Other ☐

Master Service Agreement Agreement No: Effective Date of This Document Ref:
(“MSA”): AVA-ADAPT- EAF- MSA: 01/02/2020 0048EAF-0001
0048EAF
Avanti Information Partner & Customer Information
Name: Avanti Broadband Limited Afrikanet Group
Dream One Group
Place of Registration / Registered in England with company no. Registered in England with company no.
Company Number: 3958887 8338917
Dream One Register in Cameroon with

company Number : ………………………………..
Registered Address: Cobham House, 20 Black Friars Lane, London a) Oxford Innovation Center, Building
EC4V 6EB, United Kingdom D5, OX14 3DB
Telephone: London +44 207 749 1600 +44 789 99 00 601

Facsimile: London +44 207 749 1633 +44 207 900 6479
b) Yaounde …………….
Technical Representative Casimir FOTSO

for Services:
Email: cbf@eafrika.net
‘’’’’’’’’’’’’’’’’’’’’’’’’’’’’’’
‘’’’’’’’’’’’’’’’’’’’’’’’’’’’’’
By signing below the Parties agree to be bound by these specific terms including the annexures attached hereto. These specific
terms shall be effective from 1 February 2020.
1
Avanti Broadband Limited Afrikanet Group Dream One Group
Signature Signature Signature
Print Name Print Name Print Name
Title Title Title
Date Date Date
PROPRIETARY AND CONFIDENTIAL 2 AVANTI - ADAPT - SPECIFIC TERMS - ADAPT-VNO- H4 - DRAFT ONE 10.01.2020- V1- EAFRICA
DREAM1
SCHEDULE 1
CONNECT SERVICE TERMS
Service Description
Service Adapt Services Deal ID: eAfrika/DreamOne/Y20-007
Satellite HYLAS 4 with an anticipated orbital position of 33.5 degrees West
Beams Beams 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 26, 27, 30, 36, 37, 38, 39, 40,
41, 49, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 63.
Additional beam to be added by amendment as soon as it becomes available, especially in the
country of operation in west Africa
Territory The territory of South Africa as covered by the Satellite Beams indicated above. Current indicative
beam coverage maps are set out in Annex 4.
Service 1 March 2020
Commencement
Date (SCD)
Initial Service 12 Months + 24 months.
Term
Special Terms 1. Subject to the terms and conditions in clause 3 below, and the available coverage offer for
customers activation of sites, the Partner agrees to a Minimum Commitment in respect of any
of the ADAPT VNO Service of 20 MBps (the “Minimum Commitment”). If services are
satisfactory to the level corresponding to customer needs, both technically and commercially
and after the first 12 months of service, Minimum commitment will be updated to 30 MBps
and to 40 MBPs as soon as additional coverage becomes available, tested and ready to market.
2. Avanti shall offer to the Partner certain master distributor incentives, provided the Partner
complies with the terms and conditions set out in Schedule 3 to these Specific Terms.
3.
1 DEFINITIONS
In this Schedule the following capitalized terms shall have the meanings set out below.
Minimum Commitment: the minimum number of new Service Packages to be ordered by the Partner during the Term as
set out in section 3 below.
Minimum Commitment Charge: has the meaning given to it in section 3 below.
Minimum Period: the fixed minimum contract period applicable to each individual Service Package as set out in Annex 3
of this Schedule.
.
2 PROVISION OF SERVICES
During the Service Term, Avanti and eAfrika shall make available the VNO Service for Order by the Partner.
The VNO shall be provided from the Service Commencement Date and for the Minimum Period (if any). Where no
Minimum Period is specified then the Minimum Period shall be 12 months. At the end of the Minimum Period, the Service
Package shall automatically continue a 12 months basis. If the Partner wishes to upgrade, downgrade or cancel a the
VNO, it must give not less than 6 months to the end of the relevant month of Service. Notice received after this period
shall not take effect until the following month of Service.
Avanti may from time to time during the Service Term communicate to the Partner details of new VNO service products
or special offers. The terms of the Agreement shall apply to any Order submitted by the Partner in respect of any such
service. Avanti reserves the right to cancel or change the specifications for any Service after expiry of the Minimum Period
(if any) and shall endeavor to provide the Partner with no less than forty five (45) days written notice of such cancellations
AVANTI COMMUNICATIONS – PROPRIETARY AND CONFIDENTIAL – eAfrika PROPRIETARY AND CONFIDENTIAL Page 3 of 29
Avanti - ADAPT - Specific Terms - ADAPT-VNO- H4 - Draft One 10.01.2020- v1- eAfrica DREAM1.01.2020
or changes.
3 MINIMUM COMMITMENT
The Partner agrees to the Minimum Commitment as set out in the Special Terms in respect of the Service VNO Volume to
be ordered by it during the applicable period.
The ( “Minimum Commitment Charge”) is on 20MBps and will be charged on a monthly basis after the deposit is fully
paid
For illustrative purposes: 20MBps @$US 7,000 for 12 Months minimum is $US 84,000.00 to pay for year 1.
4 CHARGES
Avanti and eAfrika shall issue invoices electronically on the first Business Day of the month in which the Services are to be
received. All invoices shall be payable in accordance with the provisions of the MSA. For the avoidance of doubt, charging
will commence from the Service Commencement Date.
Non-Recurring Charges for activities such as the Training, will be invoiced in advance of the applicable activity incurring
the NRC. Any ad-hoc or usage-based Charges (such as Returns Charges) shall be invoiced in arrears in the month following
the month in which the applicable Charge was incurred. All Charges are quoted exclusive of VAT (as applicable).
ANNEX 1
CONNECT SERVICE SPECIFICATIONS
This Annex 1 provides an overview of the Avanti Network and the Specifications of the Service.
Service Overview and Demarcations
HYLAS Fleet
End User Premises Teleports PoP Network

Satellite Dish &
Transceiver Internet
Transit Internet
Cabling
Satellite Satellite OSS Interconnect

Transmission Transmission (Optional) Partner Network
System System Partner Portal
Network Interface IP Network Core Network

Services Services
Backhaul Third Party
VNO Network
VSAT Terminal Colocation Management
(Optional)
Ground Station
Demark
Demark
End User Remote VSAT Space Ground Management Backhaul and

Network Segment Segment Segment Segment Interconnect Segment
Figure 1: Service Overview and demarcations
MAJOR COMPONENTS
Figure 1 above identifies the various elements and demarcations of the Service.
End User Premises
The End User Premises consists of the Remote VSAT segment and End User Network.
Remote VSAT Segment
The Remote VSAT Segment identifies the End User (Customer) Equipment (“End User Equipment”) being:
• Satellite Dish and transceiver, including dish arm, mounting kit and cabling;
• VSAT Terminal providing satellite transmission, and IP Network Services such as IP routing, DNS, DHCP, traffic acceleration.
• Mounting pole and consumables are NOT included and, only steel construction poles should be used as suitable for the
mounting bracket type. Installation, configuration and maintenance of the End User Equipment is the responsibility of
the Partner and must be carried out in accordance with the terms of this Agreement.
Installation, configuration and maintenance of the End User Equipment is the responsibility of the Partner through its Certified
Engineers. Avanti retains responsibility for the VSAT Terminal software and updates. The Remote VSAT Segment interface transmits
and receives IP traffic from and to the Space Segment. The VSAT Terminal provides a RJ45 BASE-T auto negotiating Ethernet port,
which serves as the service interface to the End User Network. Demarcation of the Service at the Remote VSAT Segment refers to
the maintenance of software versioning on the VSAT Terminal, otherwise the Service demarcation may be considered the Space
Segment.
End User Network
The End User Network segment contains the additional network elements (such as WiFi or cable distribution) deployed either by
the Partner via the satellite router interface, or alternatively directly by the End User by directly connecting its own network
elements. The End User Network must be connected to the Remote VSAT Segment using:
• an Ethernet RJ 45 terminated BASE-T Interface, connected via cross-over cable; or

• WiFi 802.11n compliant device (where VSAT model includes 802.1n functionality); and
• a standard IP stack complying to relevant IETF RFCs.
Responsibility for the End User Network is retained by the End User or the Partner (as applicable) and does not form part of the
Services.
Due to potential for interference with the unlicensed WiFi bands, all diagnosis for WiFi enabled VSAT terminals must be conducted
via wired Ethernet (RJ45) interface.
Teleport
The management and transmission control platform resides at the central hub facility known as a Teleport. The Teleport consists
of two distinct segments.
Ground Segment
The Ground Segment refers to the following ground station elements:
• RF system including dual redundant uplink and downlink chains, being dishes, cabling HPAs, LNBs etc
• Hughes, Gilat, Newtec, or iDirect NOC (as applicable) providing satellite transmission services including encapsulation,
multiplexing, traffic prioritization, traffic shaping and acceleration
• Core network services: for IP routing, switching, DNS, and Service Provider defined traffic management
• Optional colocation services (subject to separate agreement)
Management Segment
Identified as the VNO Management in Figure 1, this consists of the Operational Support System (OSS) and the Partner Portal.
Access to the VNO management elements is provided via a secure IPSec VPN using the access details supplied by Avanti and will be
via an out of band network channel such as the public Internet. VNO Management provides the Partner with the ability to configure
and manage individual Service Packages and other functionality as detailed further below.
The commissioning software (as advised by Avanti within the Avanti installation documentation) must be installed on the Partner’s
Certified Engineers’ laptops or Smartphones. The Partner and their Certified Engineers’ are responsible for the supply and
maintenance of all requisite tools and consumables for installations as defined within the Avanti installation documentation.
Backhaul, Internet Transit and Interconnect
The Backhaul, Internet Transit and Interconnect Segment comprises of three major elements:
• IP Backhaul from the Teleport to the specified interconnect centre (nominally the interconnect centre in closest physical
proximity to the Teleport, excepting the Konya Teleport which nominally utilises the Telehouse East Interconnect Centre);
• Internet Transit for IP Internet connectivity; and
Optional Additional Services
The following optional additional services are available separate agreement and pricing:
• Colocation services;
• Interconnect services (subject to separate agreement) for direct connectivity to third party networks within one of the
specified interconnect centres: Telehouse East (London), Global Crossing (Amsterdam), Interxion (Frankfurt), Mainone
(Lagos, for Services utilising Lagos Teleport only), Teraco (Johannesburg, for Services utilising Johannesburg Teleport only)
(all via a 10/100/1000 BASE-T auto negotiating Ethernet port or SM GbE interface) and LINX (London IP Peering only). The
Interconnect demarcation is the interconnect Ethernet port interface at the specified interconnect centre. Internet transit
service demarcation is the Internet Transit provider’s Internet backbone egress/ingress points.
Service Overview
The Service is comprised of the following elements:
Description
Network Management Interface (via the Operation Support System (OSS)) ✓
Network Management Interface (for iDirect services, iDirect’s iVantage® Network Management System
(comprising of iBuilder™, iMonitor™ and iSite™) and OSS) X
IP encapsulation in satellite data link layer inroute and outroute ✓
Satellite data link layer multiplexing/demultiplexing and modulation/demodulation ✓
Ka-band up/down conversion and up/downlink to the Satellite ✓
Transponder re-transmission ✓
TCP acceleration ✓
IP routing to Internet ✓
IP addressing (subject to and in accordance with the Avanti IP Addressing Policy) ✓
Additional static Public IP addressing Optional
Interconnect Port Optional
Colocation of 3rd party equipment and servers Optional
Usage of own IP address space Optional
*Optional elements are subject to separate agreement and pricing
Network Management Interface
The Network Management Interface provides the Partner with a set of management tools that allow the Partner to configure and
control remote terminals, conduct 1st line troubleshooting and support, and obtain performance statistics for remote terminals
including:
• nominal performance over a time period

• latency over a time period
• signal graph over a time period
• throughput over a time period
• manage Customers, installation base and installation jobs
• monitor remote terminal usage
The Partner can centrally manage and support its network via Avanti’s Operation Support System (OSS. Avanti will provide the
Partner with access to the OSS through an IPSec VNO service accessible via the public internet. The Partner will require an out-of-
band internet connection to access the IPSec VNO service that is at least 128 kpbs full duplex speed. Avanti will notify the Partner
of any upgrades of such systems either via the Partner Portal or by email.
The Network Management Interface provides the Partner with a set of management tools that allow the Partner to configure and
control remote terminals, configure and control conduct 1 st and 2nd line troubleshooting and support, and obtain performance
statistics for terminals including:
The Partner’s support personnel must undergo the appropriate training from Avanti (OSS) prior to being provided access to such
systems, and ensure that they maintain at all times sufficient operational staffing levels for such trained personally to undertake 1st
and 2nd line support of the Service.
Partner Portal
Avanti will provide the Partner with access to its secure online Partner Portal. The Partner Portal is the primary mechanism for
communications between Avanti and Partner and has the following capabilities:
• online Sales Order form and Equipment Sales Order tracking

• trouble ticketing
• forecast submissions
• service management and reporting (subset of OSS capabilities)
• service status communications
• marketing and sales support collateral repository
• operational and procedural documentation repository
• Partner updates
Service Delivery
Figure 2 below shows the overall flow of activities and each Party’s responsibilities. Avanti’s responsibilities are highlighted in
orange, and the Partner responsibilities are highlighted in blue.
3rd Line Support
1st / 2nd Line

Support
Place Service
Load Service Site Survey/Site
Sale Order with Scheduling Reporting
Order Install
Avanti
Billing
Service
Provider End
User Billing
Service
Partner
Provider
Responsibility
Responsibility
Forecasting
NB: Hardware is ordered separately
Figure 2 Service Delivery
The Partner will be provided with non-exclusive access to the systems to support ordering, service delivery, technical and
operational support and management of contended broadband internet service packages.
If the Partner’s Equipment stock is insufficient to fulfil the Customer sale, then Partner must order additional Equipment from Avanti
to fulfil demand.
RF Signal Quality Level
All installations must be carried out by Certified Engineers and must at all times conform to the minimum defined performance
criteria and RF performance levels detailed on the Partner Portal and OSS. Avanti shall not be responsible for any Service faults
arising out of a failure by the Partner (or its appointed third party engineers) to properly install the Equipment or a failure to
maintain the correct RF signal quality levels. Avanti reserves the right to check the quality of the installations from time to time
and to request that non-compliant installations are remedied within five (5) Business Days of any Avanti request.
Once available for commercial use, Avanti shall make available its self-install workflow which must be used by the Partner in
accordance with the instructions and terms and conditions of use provided to it.
In the event of harmful interference due to the operation of the Partners Equipment, the Service Provider reserves the right to
request the immediate cessation of transmission from the Equipment.
1st and 2nd line Support (Partner)
The Partner is responsible for providing 1st (call logging, triage and management) and 2nd (complex technical support) line support.
The Partner is responsible for maintaining sufficient support service personnel who have undertaken the relevant operational
training as specified by Avanti Provider in order for the Partner’s support personnel to fulfil their responsibilities to provide 1st and
2nd line support for the Service. Where such training is provided by 3rd parties, Avanti reserves the right to verify the names of the
Partner’s trained personnel with such 3rd parties. A non-exhaustive list of the issues dealt with by 1st and 2nd line support is provided
below:
VNO
(Newtec)
Remote terminal management (create, read, update, delete) including: ✓
• IP Address Configuration ✓
• IP Routing Configuration (if applicable) ✓
• VLAN Terminal Configuration (if applicable) ✓
• DHCP Configuration ✓
1st and 2nd line support of IP and LAN Networking, Customer premises cabling, Equipment ✓
3rd line support of hub networking and RF operation; space segment; OSS, AMA, Partner Portal and
X
other supporting operational systems; core network shaping, routing and switching.
Remote terminal commissioning and support ; terminal debugging ✓
Option file generation, and uploading; firmware loading X
Remote terminal monitoring including IP throughput, availability, RF signal levels, IP traffic
X
accounting, latency
Bandwidth pool management (create, read, updated, delete); support of such including reporting
X
bandwidth pool utilisation and management of utilisation and contention
Monitoring
To assist with service monitoring, the Partner will provide Avanti with access to usage statistics from at least one reference remote
terminal per beam of operation. The table below sets out how different service metrics are monitored for each reference remote
terminal and the time interval applied to each metric. Critical operations processes in the hub are monitored by monitoring agents
subject to any technical constraints imposed by the Equipment.
Element Specified Measurement

Forward link Signal level of individual terminals.
Service Performance Automatic Terminal Monitoring
Return link Signal level of individual terminals.
ANNEX 2
VNO SERVICE LEVELS AND SERVICE SUPPORT
1. Service Availability
(a) IP core service, hub
Measurement Parameter Service Availability

Annual Nominal Availability 99.7%
Unavailability: measured as the non-response poll of the IP core and the hub by Avanti monitoring system with 5 min
intervals.
(b) RF Link (Space Segment)

Bi-Directional Annual Nominal Availability 99.0%
Bi-Directional Annual Nominal Availability Extended 99.0%, 99,8% or 98% at per service coverage images in Annex
Coverage 4
Service Availability is subject to Partner compliance with the relevant link budget.
Unavailability: measured as the non-response poll of all active Remote VSAT segments in the applicable forward link as
recorded by the Network Management segment, excludes periods where the reference terminal in the applicable forward
link records availability.
(c) Internet Transit

Annual Nominal Performance Rate 99.9%
Unavailability: measured as periods when the Avanti monitoring system records the unavailability of Internet Transit
routes from all of the Service Providers Internet Transit providers
All unavailability excludes issues arising as a result of any Force Majeure Event, scheduled maintenance or emergency
maintenance, or issues arising beyond the Service demarcation point.
2. Helpdesk (3rd line support) and Trouble Ticket Reporting
(a) Helpdesk: Avanti’s Helpdesk provides 3rd line support on a 24/7 basis 365 days a year and operates in the English language.
1st line and 2nd line support to the Customer remains the responsibility of the Partner.
When the Helpdesk receives a support call from the Partner, a trouble ticket will be raised within the Helpdesk’s customer
care system and will managed through to closure. The primary support channels are:
Phone:
UK: +44 1865 408 365 or +44 844 264 9505
Nigeria: +23 4122 78933
Tanzania: +255 4112 00663
Ghana: +233 307 084 793 (can only be dialled from Airtel Ghana)
Italy: +39 8005 80259
Germany: +49 800 181 4039
RSA: +271 2100 3080
Kenya: 254 2076 40770
Turkey: +902 1290 08911
Spain: +34 9312 21227
Email: technicalsupport@avantiplc.com or support@eafrika.net

Partner Portal: http://partner-portal.freenoc.lan (accessible via VPN access)
Ticketing System: https://support-myit.avantiplc.net (accessible via VPN access)
Avanti’s Network Operations Centre (NOC) is based in London and has access to all parts of the network. The NOC also
supports the Partner, through the Helpdesk, where more complex issues that cannot be diagnosed may be resolved,
including:
• assigned IP addressing
• core network internetworking
• backhaul issues
• interference issues and spacecraft issues
• uplink facility issues
The Partner agrees to provide Avanti with all reasonable assistance during the existence of the fault for the purposes of
fault analysis and resolution, including providing any necessary data and information in order for Avanti to prove the
existence of a fault.
3. Response time and Escalation
Non-Priority 1 Service Issues: The response time (being the time from initial notification to start of repair) for non-Priority
1 Service issues is within 4 Business Hours (or the next Business Day if out of hours) from the time that the trouble-ticket
is raised by the Partner to Avanti’s Helpdesk, or the Partner is provided with a ticket number. If the issue continues to
remain unresolved it is escalated to the Customer Centre Manager on the next Business Day and further escalated to the
Head of Department within 3 Business Days. In the event the Partner wishes to escalate within Avanti, the escalation
matrix set out below must be followed:
Step Escalation When Availability Contact Number/Email Address
1. Partner Initial notification Varies due to 24/7 +44 (0) 207 749 8105
Support Shifts:
Service Desk
2. Technical Shift After 4 Business Hours or the Varies due to 24/7 +44 (0) 207 749 8105
Lead next Business Day if out of Shifts:
hours
3. Customer Next Business Day following Not 24/7

Centre the escalation to the Technical
Manager Shift Lead
4. Head of Within 3 Business Days Not 24/7

Department following the escalation to the
Customer Centre Manager
Priority 1 Service Issues: A Priority 1 Service issue is defined as an issue where more than 5% of all terminals connected to
Avanti’s Network experience a total sustained and unremedied outage.
The time-to-repair for Priority 1 Services issues is within 1 hour from the time that the Partner has been notified of the
issue or a trouble-ticket is raised by the Helpdesk. If the Priority 1 Service issue continues to remain unresolved after the
1st hour of outage, it is escalated to Director-level. Avanti aims to provide updates on Priority 1 Service issues every 4
hours.
(c) Maintenance
Scheduled Maintenance: Non-Service-affecting maintenance will be notified at least 2 Business Days prior to the
scheduled maintenance. Service-affecting maintenance and upgrades will be notified at least 5 Business Days prior to the
scheduled maintenance.
Emergency Maintenance: Very occasionally Avanti is required to carry out emergency maintenance in order to maintain
Network integrity. Avanti will provide as much prior notice as reasonably practicable in the circumstances should it be
required to carry out any emergency maintenance.
(c) Notifications and Updates: All maintenance notifications and updates will be made either by email to the Partner or via the
Partner Portal.
(d) Order Processing Avanti endeavours to process Standard Service Package Orders within 5 Business Days and any
forecasted Equipment orders within 20 Business Days. Unforecasted Equipment and non-standard Service Packages will
be subject to separate lead times.
ANNEX 3
SERVICE VNO AND PRICING
The Partner shall be permitted to order the following Service in beams stated for resale in the Territory. Subject to section 2.3 of
these Specific Terms, the Charges applicable to the individual Service Packages are set out below.
Please note that the Upload and Download speeds below are approximations and will vary depending on external factors such as
geographic location and antenna size.
Hylas 4 Service VNO

Configuration Download Upload Monthly Charges
20MBps ……………….x ………………..x $US 7,000.00
30MBps ……………….x …………………x $US 10,000.00
40MBps ………………..x ………………….x $US 13,250.00
Specific Terms
• Business / Professional Service include one private IP address (/32) upon request. Additional IP addresses are available to
purchase for an additional monthly Charge.
ANNEX 4
INDICATIVE BEAM COVERAGE MAPS
The map below sets out the indicatory coverage plots of the Satellite in the Territory. These have been prepared based on
interference conditions and satellite performance which are subject to variation from time to time and are for information
purposes only.
Angola:
South Africa, Botswana and Namibia:
DRC, Gabon and Zambia:
Ivory Coast, Ghana, Senegal and Gulf of Guinea:
Nigeria and Cameroon:
South Sudan:
Equipment installed within End User Premises must comply to the designated Equipment specified by Avanti, as communicated
via the OSS and/or Partner Portal.
Services operating within the “Extended” coverage zone shall be limited to upload operation
Legends referred to in the above coverage maps:
GW1 – Goonhilly
GW2 - Johannesburg
GW 3 - Lagos
GW 4 – Dakar
GW7 – Cyprus
SCHEDULE 2
EQUIPMENT AND EQUIPMENT CHARGES
This Schedule 2 sets out the details of the Equipment available to purchase by the Partner for use with the Services, together with
the Specific Terms relating to the purchase of Equipment. All Charges are quoted exclusive of VAT (as applicable).
Equipment Specifications and Charges
For Equipment ordered via the Service Provider, the Charges set out below shall apply:
Equipment
Equipment Sold and Avanti Satellite Communications Services Limited
Invoiced by:
Description Newtec
Initial Equipment Order 100 units on or before 01/06/2020.

Delivery Ex Works (Incoterms 2010) England from Avanti's UK warehouse
Equipment Payment In full prior to Delivery
Terms
Credit Terms eAfrika shall offer the Partner vendor financing in respect of certain Equipment on the terms and
conditions set out in Schedule 4 to these Specific Terms.
Returns Charge USD 230 (per unit)
Training Charge/Avanti USD 1,165 for 1 to 5 engineers. Excludes Avanti's reasonable expenses
Training Charge/eAfrika Free of Charge
Refresher Free of Charge
Training/eAfrika
1 INITIAL EQUIPMENT ORDER AND DELIVERY
The Partner shall at all times maintain sufficient stocks of Equipment to enable it to meet the monthly forecasts submitted
pursuant to clause 6 of the MSA.
The Partner agrees to submit an Initial Equipment Order for the volume of Equipment in accordance with the table above.
Delivery of all Equipment is as set out above. Avanti shall notify the Partner when the Equipment is available for collection
at which point the Equipment is deemed delivered. Any Equipment that is not collected within a reasonable time following
notification may result in a daily storage fee being charged based on the volume of the Equipment under the Order.
For the avoidance of doubt, unless otherwise agreed in writing the Partner shall be solely responsible at its own cost and
expense for all aspects of delivery, including obtaining all necessary import licenses and other necessary Authorisations,
and for undertaking all customs formalities and for any taxes, insurance or other fees or formalities.
2 EQUIPMENT INSTALLATION
The Partner is solely responsible for installing and maintaining the Equipment. The Partner warrants and undertakes that
all work in respect of the Equipment will be undertaken by Certified Engineers and will be in accordance with Avanti’s
instructions and Good Industry Practice. General advice on installation is available on the Partner Portal, and is for
guidance purposes only and not intended to replace any formal training or other instructions relating to Equipment
handling and installation. Where available, Avanti will make available its self-install app. Where requested, Avanti will
provide training in consideration for payment of the applicable training Charges.
Any failure by the Partner to use Certified Engineers in accordance with section 2.1 constitutes a material breach of these
Specific Terms. Avanti reserves the right to inspect any installations carried out by or on behalf of the Partner in order to
ensure that such installations conform in all material respects to the specifications or instructions for installations notified
to the Partner from time to time.
3 EQUIPMENT SPECIFICATION AND WARRANTY
Avanti shall be permitted to make any changes to the Equipment Specifications provided the changes do not adversely
affect the Services provided under this Agreement. Avanti shall give reasonable notice of any changes to Equipment
Specifications to the Partner.
The following Warranty applies where the Equipment has been installed and decommissioned by a Certified Engineer
regardless of whether the fault or damage is directly attributable to the installation or decommissioning of the Equipment.
For a period of twelve (12) months from Delivery, Avanti warrants that the Equipment will conform in all material respects
with the vendor specifications for the Equipment available at the time of Delivery (“Warranty”). All other warranties or
conditions (whether express or implied) as to quality, condition, description, compliance with sample or fitness for
purpose (whether statutory or otherwise) other than those expressly set out in this Agreement are excluded from this
Agreement to the fullest extent permitted by law.
The Partner shall notify Avanti as soon as practicable upon the discovery that any part of the Equipment does not comply
with the Warranty whereupon the Equipment shall be returned to Avanti in accordance with its RMA procedure for
returns. The Partner’s sole and exclusive remedy in respect of the Warranty, at Avanti’s sole option, shall be limited to
repair or replacement of the affected item with a new or refurbished equivalent item.
Avanti shall not be liable for the Equipment’s failure to comply with the Warranty if the defect has arisen due to:
(a) the Partner or a Customer having failed to follow Avanti’s or Equipment manufacturer’s oral or written instructions
as to the storage, installation, commissioning, use or maintenance of the Equipment;
(b) the Partner or a Customer modifying, altering or repairing such Equipment without the written consent of Avanti;
(c) damage caused to the Equipment after it has been delivered to the Partner whether accidental or otherwise; or
(d) wilful damage, negligence, or abnormal working conditions.
Any item of Equipment returned to Avanti without fault or defect will result in the Partner being charged the returns
charge as detailed in the Specific Terms plus Avanti’s costs incurred in the return of the Equipment to Avanti’s named
premises.
SCHEDULE 3
BANDWIDTH SERVICE INCENTIVE PROGRAM
This Schedule 3 sets out the specific terms relating to the bandwidth service incentive programme available to the Partner as a
master distributor in relation to the HYLAS 4 bandwidth Services as more fully described in these Specific Terms (“HYLAS 4
Bandwidth Services”).
As a master distributor the Partner shall, subject to the terms and conditions set out in this Schedule 3, benefit from the following
incentives that aim to reward the Partner as it grows their revenue spend with Avanti.
1. ANNUAL VOLUME REWARD CONDITIONS:
1.1 Subject to the terms and conditions set out in this Schedule 3, the Partner will receive an annual credit should the annual
revenues generated from the HYLAS 4 Bandwidth Services (“HYLAS 4 Bandwidth Revenue”) reach certain set volume targets.
1.2 On the annual anniversary of the Effective Date, and upon each annual anniversary thereafter, Avanti shall review and calculate
the Partner’s total HYLAS 4 Bandwidth Revenue spend generated during the previous year. Such calculations shall be based on
the applicable bandwidth service invoice value, net of VAT and all other taxes, plus any other credits or rebates.
1.3 Where the Partner achieves a HYLAS 4 Bandwidth Revenue within the thresholds set out in the table below, the Partner shall
receive a service credit (“HYLAS 4 Service Credit” (referred to as ‘Credit Voucher (USD)’ in the below table)) which is calculated
as follows:
“total annual bandwidth service revenues” x “volume reward %”
1.4 The HYLAS 4 Service Credit shall be applied against the Partner’s future spend on HYLAS 4 Bandwidth Services and must be
utilised during the 12 months following the year in which the HYLAS 4 Bandwidth Revenue was generated.
2. GROWTH REWARD CONDITIONS:
2.1 Subject to the terms and conditions set out in this Schedule 3, the Partner will receive a credit for year-on-year growth in
respect of any HYLAS 4 Bandwidth Revenue of 10% or more.
2.2 On the annual anniversary of the Effective Date, and upon each annual anniversary thereafter, Avanti shall review and calculate
the Partner’s total net HYLAS 4 Bandwidth Revenue generated during the previous year, or the Partner’s contractual base
commitment, whichever is the highest. Such calculations shall be based on the applicable bandwidth service invoice value, net
of VAT and all other taxes, plus any other credits or rebates.
2.3 Where the Partner achieves HYLAS 4 Bandwidth Revenue of 10% or more from the previous year, the Partner shall receive a
service credit (“HYLAS 4 Service Credit” (referred to as ‘Growth Bonus Reward’ in the below table)), to be applied against the
Partner’s future spend on HYLAS 4 Bandwidth Services, as follows:
2.4 Any HYLAS 4 Service Credit must be utilised during the 12 months following the year in which the HYLAS 4 Bandwidth Revenue
was generated.
3. EXCLUSIONS AND ELIGIBILITY:
3.1 Any revenue generated from Equipment sales and any other ancillary services (such as interconnect services) are excluded.
3.2 The Partner’s account must be up to date and all payments must be paid in full to ensure Partner eligibility.
3.3 Any HYLAS 4 Service Credit issued under this Schedule 3 utilised during the 12 months following the year in which the HYLAS
4 Bandwidth Revenue was generated and may only be used on bandwidth services.
SCHEDULE 4
EQUIPMENT VENDOR FINANCE
WHEREAS
1. In order to facilitate the utilisation of the VNO Services offered by Avanti’s to the Partner, the Partner requires inter alia the
purchase of Equipment.
2. eAfrika under AVANTI has agreed to make available to the Partner vendor financing in order to enable the Partner to purchase
the Equipment on the terms and conditions set out in this Schedule 4.
3. The Parties agree that the vendor financing shall be provided by and the Equipment offered under this Schedule 4 shall be sold
and invoiced by eAfrika or Avanti HYLAS 2 UK Limited.
AGREED TERMS
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Schedule.
Advance Payment: means the advance payment amount payable by the Partner as set out in Annexure 1.
Affiliate: means with respect to a Person, any Person that directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified Person. "Control" (including the terms
"controlled by" and "under common control with") means the direct or indirect ownership or control of more than 50%
of the voting rights or equity shares of the specified Person.
Effective Date: means the date of signature of these Specific Terms.
Escalation Event: means an event where the Partner fails to pay any Payments or any other sums payable under either
(i) these Specific Terms; or (ii) the Agreement; or (iii) any other agreement with Avanti and/or one of its Affiliates, by the
applicable due date for payment.
Equipment: means the equipment listed in 0.
Facility: means the vendor financing facility set out in this Schedule 4.
Insolvency Event: means where a Party has a winding up petition presented against it or enters into liquidation whether
compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation), or if it has a receiver,
manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking
or assets, or if it has an administration petition presented or administration application made against it or a notice of
intention to appoint an administrator has been given to any person or if it ceases or threatens to cease to carry on its
business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
Interest Rate: means zero per cent (0%).
Payments: means any sums payable by the Partner under this Schedule 4 for the Equipment.
Payment Plan: means the agreed payment plan for the Payments as set out in Annexure 1.
Person: means a natural person, corporate or unincorporated body (whether or not having separate legal personality)
and that person's personal representatives, successors and permitted assigns.
Sales Order: means an order for Equipment submitted by the Partner in accordance with clause 2.1.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 The annexures form part of this Schedule 4 and shall have effect as if set out in full in the body of this Schedule 4 and any
reference to this Schedule 4 includes the annexures.
2. VENDOR FINANCING FACILITY
2.1 On the Effective Date, the Partner shall submit a Sales Order for the volume of Equipment set out in Annexure 1 together
with the Advance Payment. The Partner shall make the Payments in relation to the Sales Order in accordance with the
Payment Plan.
2.2 The Partner acknowledges and agrees that the total outstanding balance under the Sales Order submitted under clause
2.1 will not exceed USD120,000.00. Notwithstanding the foregoing, the Partner may at any time pay for all of the
Equipment earlier than the last payment due date without penalty and, upon doing so, title to the Equipment shall transfer
to the Partner and the Facility shall terminate.
2.3 All Payments shall be paid in US Dollars and shall be made electronically in cleared funds to eAfrika’s bank account set
out in its invoice or such other account as Avanti or eAfrika may notify to the Partner in writing from time to time.
2.4 Subject to clause 2.7, Avanti or eAfrika shall charge the Interest Rate on amounts outstanding under the Facility. The
Interest Rate shall be set by Avanti or eAfrika in its discretion from time to time but for the avoidance of doubt once it is
set it shall apply for the lifetime of any new Sales Order without change.
2.5 The Payments are exclusive of VAT or similar sales tax and any other applicable taxes and duties or similar charges which
(if applicable) shall be payable by the Partner at the rate and in the manner from time to time prescribed by law.
2.6 All payments to be made by the Partner under this Agreement shall be made without withholding or set-off on account
of disputes, counterclaims or for any other reason whatsoever.
2.7 If an Escalation Event occurs, then all amounts payable for the Equipment hereunder shall accelerate and become
immediately payable by the Partner. Notwithstanding Clause 2.4, if an Escalation Event occurs, the Partner shall be liable
to pay interest on all unpaid sums from the due date and until the date of actual payment (both before and after
judgment) at the maximum rate permitted by the Late Payment of Commercial Debts (Interest) Act 1998.
3. DELIVERY, TITLE, RISK AND INSURANCE
3.1 Delivery: The Equipment shall be delivered ex-works (Incoterms® 2010) either from Avanti’s designated facility in South
Africa or in UK or the eAfrika designated facility in Central Africa. The Equipment will be made available for collection
upon acceptance of the Sales Order, and the Partner shall be responsible at its own cost and expense for obtaining all
necessary import licenses and for carrying out all necessary customs formalities and for any other consents, taxes,
insurance and any other fees necessary in connection with the delivery of the Equipment. Avanti or eAfrika shall notify
the Partner when the Equipment is available for collection at which point the Equipment is deemed delivered. Any
Equipment that is not collected within a reasonable time following notification may result in a daily storage fee being
charged based on the volume of the Equipment under the Sales Order.
3.2 Until the Partner has paid in full for the Equipment, the Equipment shall remain the property of eAfrika, and the Partner
shall have no right, title or interest in or to the Equipment. The Partner shall during the term of the Facility not sell or
offer for sale or underlet the Equipment or allow the creation of any mortgage, charge, lien or other security interest in
respect of it. Title in the Equipment will only pass from Avanti or eAfrika to the Partner upon the unconditional payment
in full of all monies due in relation to the Equipment purchased under this Agreement.
3.3 From delivery and until such time as title in the Equipment passes to the Partner, the Partner shall hold the Equipment as
Avanti’s fiduciary agent and bailee, and shall:
(a) not permit any charge, lien or other encumbrance whatsoever to be created over any property or Equipment
of Avanti;
(b) take proper care of the Equipment and use reasonable endeavours to prevent damage to or deterioration of
it;
(c) store the Equipment marked in such a way that it is clearly identifiable as eAfrika’s or Avanti’s property;
(d) insure and keep insured the Equipment to its full value against all risks until the date that title in the Equipment
passes from eAfrika. The Partner shall upon reasonable notice furnish Avanti and eAfrika with satisfactory
evidence that adequate policies of insurance are being maintained and that the premiums are paid up to date;
and
(e) give Avanti and eAfrika such information relating to the Equipment as eAfrika may from time to time require;
and Avanti or eAfrika shall be entitled at any time to require the Partner to deliver up the Equipment to eAfrika. If the
Partner fails to deliver up the Equipment to Avanti forthwith, Avanti or eAfrika may, in its sole discretion, enter upon any
premises of the Partner or any Third Party where the Equipment is stored and repossess and resell any of the Equipment
to which it has retained title. Avanti’s and eAfrika’s consent to the Partner’s possession of the Equipment and any right
the Partner may have to possession of the Equipment shall cease upon a breach of this clause by the Partner.
3.4 The Partner grants an irrevocable right and licence to Avanti and to eAfrika and its employees and agents to enter any
premises where the Equipment is stored (and agrees to procure such rights in the event that the Equipment is stored at
premises other than the Partner’s premises) during normal business hours for the purpose of inspecting and /or
repossessing Equipment to which Avanti or eAfrika has retained title. This right and licence shall continue to subsist
notwithstanding the expiry or termination for any reason of this Agreement and is without prejudice to any accrued rights
of Avanti or eAfrika under this Agreement or otherwise.
3.5 Notwithstanding anything to the contrary contained herein, the Partner shall during the term of the Facility be entitled
to provide the Equipment financed under this Agreement to end-users/customers on terms that allow for the Equipment
purchase price to be paid in instalments.
3.6 The Partner undertakes that the terms on which Equipment is provided to end-users/customers shall require payment of
the purchase price of the Equipment in full before any title in or to the Equipment can be transferred to the end-
user/customers and that until such time as payment of the purchase price is made in full, all right of ownership and title
in or to the Equipment remains with Avanti and eAfrika.
3.7 Risk in the Equipment shall pass to the Partner on the date of the Sales Order, and for the duration of the Facility, the
Partner shall, at its own expense, obtain and maintain insurance for such amounts as a prudent owner or operator of the
Equipment would insure for, or such amount as Avanti and eAfrika may from time to time reasonably require, to cover
any third party or public liability risks of whatever nature and however arising in connection with the Equipment.
4. TERMINATION
4.1 Avanti or eAfrika may, without prejudice to any other right or remedy which may be available to it, terminate this Schedule
and/or these Specific Terms and/or the Agreement immediately by written notice to the Partner if:
(a) The Partner defaults in any of its payment obligations under this Schedule, or any other agreement with Avanti
or eAfrika or one of its Affiliates;
(b) The Partner commits a material breach of this Schedule or any other agreement with Avanti or eAfrika or one
of its Affiliates which is irremediable, or commits a remediable breach which is not remedied within ten (10)
Business Days after the service of written notice from Avanti or eAfrika requiring it to do so;
(c) The Partner is in breach of its obligations under any agreement it has with Avanti or eAfrika or one of its
Affiliates and such breach would entitle Avanti or eAfrika to terminate that agreement;
(d) The Partner suffers an Insolvency Event.
4.2 Notwithstanding clause 4.1, Avanti or eAfrika may at any time reject a Sales Order submitted by the Partner under this
Vendor Financing at any time provided that any Sales Orders accepted by Avanti or eAfrika shall benefit from the terms
of this Schedule.
4.3 Upon termination of this Schedule, however caused without prejudice to any other rights or remedies, the Partner shall
pay to Avanti and eAfrika on demand all sums due but unpaid hereunder. Termination of this Schedule shall be without
prejudice to the rights and obligations of the parties accrued up to the date of termination.
5. CONFIDENTIALITY
5.1 Neither party shall, during and after termination of this Schedule, without the prior written consent of the other party,
use or disclose to any other person any information of the other party which is identified as confidential or which is
confidential by its nature.
5.2 The Partner agrees that it shall not disclose the existence of this Agreement or its terms unless compelled to do so by law
or regulation or where required to its professional advisers.
6. GENERAL
6.1 The Partner shall not, without the prior written consent of Avanti or eAfrika assign, transfer, mortgage, charge, declare a
trust of or deal in any other manner with this Schedule or any of its rights and obligations under or arising out of this
Schedule, or purport to do any of the same.
6.2 Avanti or eAfrika may assign and transfer its rights, benefits and/or obligations under this Schedule (1) to any member of
the Avanti group or eAfrika group and (2) to a vendor finance company provided that any such assignment will not relieve
Avanti or eAfrika of any obligations required to be performed by Avanti or eAfrika under this Schedule prior to the date
of assignment.
6.3 Avanti or eAfrika may at any time, without notice to the Partner, set off any liability of the Partner to Avanti or eAfrika
against any liability of Avanti or eAfrika to the Partner, whether either liability is present or future, liquidated or
unliquidated, and whether or not either liability arises under this Schedule. If the liabilities to be set off are expressed in
different currencies, Avanti or eAfrika may convert either liability at a market rate of exchange for the purpose of set-off.
Any exercise by Avanti or eAfrika of its rights under this clause shall not limit or affect any other rights or remedies
available to it under this Schedule or otherwise.
6.4 Other than in respect of any rights that one of eAfrika’s or Avanti’s Affiliates and/or the Partner may have under this
Schedule, a person who is not a party to this Schedule shall not have any rights under or in connection with it by virtue of
the Contracts (Rights of Third Parties) Act 1999.
7. GOVERNING LAW AND JURISDICTION
7.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by
and construed in accordance with English law.
7.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with this Agreement or its subject matter.
Annexure 1 Equipment and Payment Plan
The Equipment that may be purchased under this Schedule for use with the Avanti Hylas 4 Services is set out below and is subject
to the ordering conditions set out in this Annexure. All amounts are exclusive of VAT (if applicable), freight, insurance, duties and/or
all other taxes.
Partner to quote EAF/ Y20-007 on the Sales Order
ExtendedPrice
Description Unit List Price (USD) Quantity
(USD)
Newtec MDM2210 Modem, 2W Ka iLNB2220, 1m Ka/Ku Antenna ANT2025 515 258 132,870.00
Total Charge 132,870.00
The Equipment is delivered in ex-works (Incoterms® 2010) from Avanti’s designated facility in South Africa or in UK in accordance
with clause 3.1 and shall be sold and invoiced by eAfrika or Avanti’s Affiliate, Avanti HYLAS 2 Cyprus Limited.
The price of each individual item is based on a single packed unit and a minimum order of 25 units of Equipment is required per
order with the first order required on or before the Effective Date and the last order on or before 1 March 2020.
Payment Plan
The Partner shall pay for the total price of all Equipment under the Sales Order in accordance with the following Payment Plan, plus
VAT (if applicable).
The Partner is required to pay 10% of the total credit value on or before the Effective Date and pay the remaining 90% of the total
credit value over a period of 12 months in 12 monthly equal instalments at the Interest Rate as per the table below. The Advance
Payment is due on order prior to shipment.

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SPECIFIC TERMS OF SERVICE

Purpose: New Service ☒ Renewal ☐ Amendment ☐ Other ☐

Dream One Register in Cameroon with

Telephone: London +44 207 749 1600 +44 789 99 00 601

Technical Representative Casimir FOTSO

Signature Signature Signature

Print Name Print Name Print Name

Title Title Title

Date Date Date

CONNECT SERVICE TERMS

CONNECT SERVICE SPECIFICATIONS

Service Overview and Demarcations

End User Premises Teleports PoP Network

Satellite Satellite OSS Interconnect

Network Interface IP Network Core Network

End User Remote VSAT Space Ground Management Backhaul and

Figure 1: Service Overview and demarcations

End User Premises

Remote VSAT Segment

End User Network

• an Ethernet RJ 45 terminated BASE-T Interface, connected via cross-over cable; or

The Ground Segment refers to the following ground station elements:

Backhaul, Internet Transit and Interconnect

• Internet Transit for IP Internet connectivity; and

Optional Additional Services

The Service is comprised of the following elements:

Network Management Interface

• nominal performance over a time period

• online Sales Order form and Equipment Sales Order tracking

3rd Line Support

1st / 2nd Line

Figure 2 Service Delivery

RF Signal Quality Level

1st and 2nd line Support (Partner)

Element Specified Measurement

VNO SERVICE LEVELS AND SERVICE SUPPORT

(a) IP core service, hub

Measurement Parameter Service Availability

(b) RF Link (Space Segment)

Measurement Parameter Service Availability

(c) Internet Transit

Measurement Parameter Service Availability

2. Helpdesk (3rd line support) and Trouble Ticket Reporting

Email: technicalsupport@avantiplc.com or support@eafrika.net

Ticketing System: https://support-myit.avantiplc.net (accessible via VPN access)

3. Response time and Escalation

Step Escalation When Availability Contact Number/Email Address

3. Customer Next Business Day following Not 24/7

4. Head of Within 3 Business Days Not 24/7

SERVICE VNO AND PRICING

Hylas 4 Service VNO

20MBps ……………….x ………………..x $US 7,000.00

30MBps ……………….x …………………x $US 10,000.00

40MBps ………………..x ………………….x $US 13,250.00

INDICATIVE BEAM COVERAGE MAPS

Legends referred to in the above coverage maps:

EQUIPMENT AND EQUIPMENT CHARGES

Equipment Specifications and Charges

Initial Equipment Order 100 units on or before 01/06/2020.