DATE: GPON PROJECT: LOCATION: CONTACT DETAILS NAME: TELEPHONE NUMBER: EMAIL ADDRESS: BLOCK NUMBER: APARTMENT NUMBER: CLIENT SIGNATURE: CIRCUIT DETAILS SPLITTER ID: ONU ID: SERVICE PROFILE: CUSTOMER ACCEPTANCE: We hereby certify that the installation and setup has been completed and the circuits mapped to the specifications. * * If this Handover Form is not completed, signed and returned to Liquid Telecom within 4 business days of receipt by the customer, the customer will be deemed to have accepted the service and invoicing shall commence from the date that the setup was completed by Liquid Telecom. Name: Signature: Date: Service Delivery Department Customer Representative * This handover form must be signed and/or Stamped by an authorized person on behalf of the customer. P.O. Box 8373, 5th Floor Plot 4-5 Nyabong Road Tel.: 041-4562800, Fax: +256 414 342192 TIN: B94-1002-1237-C BMK House, Kampala, Uganda www.liquidtelecom.com VAT No: 28776-P Appendix A: Price Sheet ’s Residence Service: Unlimited Internet Set Up Fee - One Time Item Item No. 1 Equipment, Installation configuration & Commissioning Fee- P2P Equipment: Equipment remains Liquid Property Unit Price (net) UGX SetUp Fee Recurring Costs Payable in Advance Item Item No. 1 Monthly Direct Internet Access Silver Fibroniks up to 20/20mbps 120,000 Months 1 Total Price (net) UGX 120,000 Unit Price UGX 1 169,000 Recurring Costs Total UGX 120,000 Total Price UGX 169,000 169,000 Total UGX 169,000 169,000 Cheque Payments should be in the name of Liquid Telecommunication Uganda Ltd. Payment in Uganda Shillings may be made at the prevailing Liquid Telecom exchange rate. For Client (Name) Signature For Liquid Telecom (Name) P.O. Box 8373, Plot 4-5 Nyabong Road, 5TH BMK House, Kampala, Uganda Signature Tel: 041-4562800, Fax: +256 41 4342192 www.liquidtelecom.com TIN:B94-1002-1237-C VAT No: 28776-P APPENDIX B TERMS & CONDITIONS FOR SERVICE AGREEMENT BETWEEN LIQUID TELECOMMUNICATIONS UGANDA LIMITED AND ……………………………………………………………………………………………………………….. LTU 2013 Limited, P.O. Box 8373, BMK House 5th Floor Plot 4-5 Nyabong Rd next to Hotel Africana, Kampala, Uganda. Tel: +256 414 562800, www.liquidtelecom.com 1. SUPPLY LTU undertakes to provide Up to 20Mbps to the Customer as detailed in the Service Agreement. 2. INSTALLATIONS AND MAINTENANCE 2.1. Installation Installation of the connection will be effected by Liquid approved personnel liaising with an employee of the Customer. The Customer undertakes to provide full access and any technical/personnel help necessary for the installation and maintenance of the connection. Unless otherwise specified in the service Agreement, the installation covers service connectivity up to one chosen point of the connection i.e. to a router, server or PC. For Service requiring the installation of any infrastructure, Liquid Telecom will provide the Customer with a Customer Site Requirement Specification document ("CSRS") which outlines the details of the work to be conducted within the premises, to enable Liquid Telecom to deliver the Service. In the event that the Customer is not the owner of the building/property where such infrastructure is required to be installed, it is the obligation of the Customer to obtain the signature of the owner there of before Liquid Telecom is able to undertake any such activities. Liquid Telecom shall be entitled to conduct a commercial and technical feasibility evaluation of the specified Services. In the event that that the outcome of such feasibility evaluation is that the proposed Service is considered by Liquid Telecom not to be feasible based on the specifications contained in the Agreement, Liquid Telecom shall notify the Customer and in the event that Liquid Telecom and the Customer are unable to agree on amended specifications that will render the Service feasible, this Agreement shall be of no further force and effect and neither Party shall have any obligations in relation thereto. 2.2. Maintenance Liquid will provide pro-active end-to-end link monitoring and remote management of the Customer's connection through Liquid's network operation center (NOC) to ensure highest availability and quality of service level of the connection. After the expiry of the warranty period (a separate warranty document might apply), Liquid will bear no liability under this agreement for the cost of replacement and/or repair of supplied hardware in the event of its failure. 3. PRICE AND PAYMENT Cost details and subscription charges are outlined in the service Agreement. Liquid will issue invoices for traffic charges monthly in advance from the effective delivery date, payment being due within 30 days of delivery of the invoice. Liquid reserves the right to interrupt service to the Customer in the event of any default of payment. Such interruption does not relieve the Customer from paying any amount overdue and payable under the Service Agreement. Prices are subject to change provided one month's notice is given prior to the change and agreed upon with the Customer in writing. 4. TERMINATION 4.1. The Customer may terminate this Agreement with 30 days’ written notice to Liquid following failure by Liquid to provide the Services in accordance with the terms of the Service Agreement and failure to remedy such breach within 10 (ten) days following written notification of such breach from the Customer. The termination of the Agreement by the Customer in this Clause 4.1 shall not entitle Liquid to an early termination fee. 4.2. The Customer may terminate this contract for convenience with 30 (thirty) days’ written notice and Liquid will charge an early termination fee being 40% of the waived installation costs of which shall be paid before the effective date of termination. 4.3. Liquid Telecom may terminate this Service Agreement for cause immediately and without notice if the Customer has failed to pay the monthly charges prescribed by Liquid Telecom for a continuous period of two LTU 2013 Limited, P.O. Box 8373, BMK House 5th Floor Plot 4-5 Nyabong Rd next to Hotel Africana, Kampala, Uganda. Tel: +256 414 562800, www.liquidtelecom.com months. The Customer shall also be liable to pay the early termination fee of 40% of the waived installation costs following this termination. 4.4. In the event of liquidation, insolvency and/or receivership, either party may terminate this Agreement immediately without notice. 5. UPGRADE Any changes or upgrades of bandwidth service levels are possible at any time during the duration of this Agreement. This will not change the Agreement duration or automatic renewal as set forth except in the event of additional equipment Liquid might have installed for the new service level. In this case the existing Agreement will be replaced by a new Agreement. This change of Agreement and termination of the existing Agreement will not make the Customer liable to pay any termination fee. 6. FORCE MAJEURE Liquid shall not be liable for any failure of, or delay in, performance hereunder due to causes beyond reasonable control, including but not limited to: acts of God, fire, explosion, vandalism, cable cut, storm, solar constellations or other similar catastrophes; any law, order, regulation, direction action or request of any government, including state, provincial, departmental or local governments having jurisdictions over either of the parties, or any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; epidemic or pandemic outbreaks, national emergencies, insurrections, riots or wars; or strikes, lock outs power cuts and spikes, work stoppage or other labor difficulties. 7. PROPER USE 7.1. The Liquid connection and service may only be used for lawful purposes by Customer at the installation site and in conformity with Liquid’s Acceptable Use Policy. Transmission of any material through this connection or the use of this connection in violation of any Ugandan Law or regulation is prohibited. 7.2. The Customer acknowledges that Liquid is unable to exercise control over the content of the information passing over the connection and/or the Liquid network, and Liquid hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature. 7.3. The Customer hereby agrees to indemnify and hold Liquid harmless from any claim brought by third parties alleging that use of this connection and/or the Liquid network by the Customer has infringed any intellectual property right of any kind or any applicable Ugandan or international law or regulation. The Customer shall defend and pay all costs, damages, awards, fees (including legal fees) and judgments finally awarded against Liquid arising from such claims, and shall provide Liquid with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Customer's sole expense. 7.4. The Liquid network may be used by the Customer to link into other networks worldwide and the Customer agrees to conform to the acceptable use policies of such networks and the Internet in general, including but not limited to abuse of Internet, port scanning, open mail relays and spam mail (un-solicited e-mail). In addition, the Customer undertakes to conform to the protocols and standards defined in the following Internet documents: RFC1009, RFC1122, RFC1123 and RFC1250, and such future protocols and standards as appropriate. In the event that communication by the Customer does not conform to these standards, or if the Customer makes profligate use of the Liquid network to the detriment of Liquid, its customers or the global Internet and its standard practice as set forth, Liquid reserves the right to restrict passage of the Customer's communications until the Customer gives a suitable undertaking as to use, which will be confirmed and monitored by Liquid Network Operation Center (NOC). Without prejudice to the foregoing, the use of IP Multicast other than by means provided and coordinated by Liquid is prohibited. 8. RESTRICTION ON TRANSFER Freedom to resell the broadband connection or capacity and any business thereof does not extend beyond the physical confines of the installation site, unless the Customer is holding a respective operator's and service license from the Uganda Communications Commission (UCC), which the Customer will avail to Liquid in copy upon request. LTU 2013 Limited, P.O. Box 8373, BMK House 5th Floor Plot 4-5 Nyabong Rd next to Hotel Africana, Kampala, Uganda. Tel: +256 414 562800, www.liquidtelecom.com 9. EXCLUSION OF WARRANTIES Any condition or warranty, which might be implied or incorporated within the service Agreement, by reason of statute or common law or otherwise, is hereby expressly excluded so far as may be permitted by law. While Liquid will use all reasonable endeavors to provide a prompt and continuing service, in no circumstances will Liquid be liable for any economic or consequential loss beyond the scope under above. Liquid specifically excludes any warranty as to the quality or accuracy of information received through the Liquid connection. 10. SUSPENSION OF SERVICES 10.1. Pursuant to immediate written notice identifying the cause by Liquid to the Customer as soon as the cause is known to Liquid, Liquid may lawfully suspend or withdraw all or part of any Service at any time until further notice to the Customer if, in Liquid's reasonable discretion: 10.1.1. the continued provision of the Service will cause Liquid to breach any applicable law or contravene its licence; 10.1.2. the Customer is in material and continuing breach of any of the provisions of this Agreement including, without limitation, due to any delay or failure by the Customer to make any payment in terms of this Agreement; and 10.1.3. any overdue tax invoice for charges billed by Liquid to the Customer remains unpaid. 10.2. The exercise of Liquid's right to suspend the Services is without prejudice to any other remedy available to Liquid under this Agreement and does not constitute a waiver of Liquid's right to subsequently terminate this Agreement. 11. DATA PROTECTION Liquid reserves the right to put names, e-mail addresses and other information from the registration form relating to the Customer into a database for internal use only. No such information is given to any third party. Liquid respects strict privacy policies for all Customer data. 12. INDEPENDENT CONTRACTOR Liquid shall perform all Services under this Agreement as an independent contractor and not as an employee, partner, or agent of the Customer. 13. ENTIRETY These Terms and Conditions together with the Service Agreement and its annexes constitute the entire agreement between Liquid and the Customer and super cede any prior agreements. 14. ASSIGNMENT This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors in business and permitted assigns. Liquid may assign or sublet any of its rights or duties under this Agreement provided it gives ample notice of the same to the Customer. 15. AMENDMENT No addition to, variation, novation or agreed cancellation of any provision of this Agreement shall be binding upon the parties unless reduced to writing and signed by means of non-electronic, handwritten signatures by or on behalf of the parties 16. NOTICES Any notice given hereunder shall be in writing and shall be served by hand at or prepaid post or e-mail to the registered office stated herein or last notified to the sender by the addressee. Any such notice shall be deemed duly served at the time of delivery (if delivered by hand or cable), upon receipt (if sent by telefax or e-mail) or three days after the date of posting (if served by prepaid post). Evidence that the notice was properly addressed stamped and put into the post shall be conclusive evidence of posting. LTU 2013 Limited, P.O. Box 8373, BMK House 5th Floor Plot 4-5 Nyabong Rd next to Hotel Africana, Kampala, Uganda. Tel: +256 414 562800, www.liquidtelecom.com 17. CONFIDENTIALITY Neither of the parties hereto shall (except under compulsion of law), either before or after the termination of this Agreement, disclose to any person not authorized by the other party to receive the same any confidential information relating to such party or to the affairs of such party of which the party disclosing the same shall have become possessed during the period of this Agreement and each party shall use all reasonable endeavours to prevent any such disclosure as aforesaid. Neither Party shall knowingly do or suffer any act or matter or thing which would or might reasonably be expected to prejudice materially or bring into disrepute the business or reputation of the other party. This Clause will survive termination or expiration of this Agreement. 18. WAIVER No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party in terms of the conditions shall operate as waiver of such power or right nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any power or right under the agreement. 19. SEVERABILITY Notwithstanding that the whole or any part of any provision of this agreement may prove to be illegal or unenforceable the other provisions of this agreement and the remainder of the provision in question shall remain in full force and effect. 20. THIRD PARTY RIGHTS No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement. The Customer will not assign or transfer this Agreement or any rights or obligations hereunder without the prior consent in writing of Liquid. 21. GOVERNING LAW This Agreement and any non-contractual obligations arising in connection with it are governed by and construed in accordance with Ugandan law. In the event of any Dispute arising between the Parties under this Agreement, the Parties will act in good faith to attempt to settle the Dispute through discussions between senior representatives (which shall to the extent reasonably possible include the respective CEO’s or equivalent office bearers) of the Parties within 30 (thirty) days of a Party giving the other Party notice of the issue in dispute. Any disputes not amicably resolved by the Parties shall be referred to a court of competent jurisdiction in Uganda for address. 22. COUNTERPARTS This Agreement may be executed in two (2) or more original copies and each such copy may be executed by each of the Parties in separate counterparts, each of which copies when executed and delivered by the Parties shall be an original, but all of which shall together constitute one and the same instrument. IN WITNESS WHEREOF the duly authorized representatives of the Parties have set their respective hands heretoSIGNED and sealed for and on behalf of LIQUID TELECOMMUNICATIONS UGANDA LIMITED Name: DENNIS KAHINDI Position: CHIEF EXECUTIVE OFFICER Signature: _____________________ In the presence of: Name: __________________________ Signature: _______________________ Address: _________________________ LTU 2013 Limited, P.O. Box 8373, BMK House 5th Floor Plot 4-5 Nyabong Rd next to Hotel Africana, Kampala, Uganda. Tel: +256 414 562800, www.liquidtelecom.com Occupation: ______________________ SIGNED and sealed for and on behalf of Name: ______________________ Position: ______________________ Signature: ______________________ In the presence of: Name: __________________________ Signature: _______________________ Address: ________________________ Occupation: _____________________ LTU 2013 Limited, P.O. Box 8373, BMK House 5th Floor Plot 4-5 Nyabong Rd next to Hotel Africana, Kampala, Uganda. Tel: +256 414 562800, www.liquidtelecom.com