RESELLER PARTNER AGREEMENT

RESELLER PARTNER AGREEMENT Entered into between TALKWORLD COMMUNICATIONS (PTY) LTD AND ________________________________________ ________________________________________ (“THE AGENT”) TALKWORLD (PTY) LTD Voice Over Internet Protocol and Internet Connectivity 1. PARTIES The Parties to this Agreement are: 1.1 1.2 TALKWORLD COMMUNICATIONS (Pty) Ltd; and _____________________________________ (“The Agent”) 2. 2.1 INTRODUCTION TALKWORLD COMMUNICATIONS wishes to appoint the Agent to sell, install and maintain VOIP Equipment and/or Internet Equipment and/or VoIP Service, and/or Internet Services associated therewith procured from 3.2 TALKWORLD COMMUNICATIONS and the Agent wishes to accept the aforementioned appointment. 3.1.2 a reference to any one gender shall be capable of being construed as a reference to any of the others; and 3.1.3 a reference to a natural person shall be capable of being construed as a reference to an artificial person or vice versa. Unless the context clearly indicates a contrary intention, words, phrases or expressions defined in any sub-clause or in this clause 3.2 shall have the meanings assigned to them: 3.2.1 "The Agent" means _____________ ______________________________, a company incorporated in South Africa with registration number _____________________ and having its principal place of business at ______________________________ ______________________________ ______________________________ 3.2.2 "the/this document Agreement" together means with this any 2.2 The Parties wish to record the basis of the Agent's appointment in this Agreement which, upon signature, shall prevail over all other arrangements between them as to the subject matter whether oral or documented. 3. 3.1 INTERPRETATION In this Agreement, headings embodied in the clauses are for convenience only and shall not be used in its interpretation and, unless the context of this Agreement clearly indicates a contrary intention: 3.1.1 the singular shall include the plural and vice versa; annexures hereto; 2 3.2.3 “TALKWORLD COMMUNICATIONS” (Proprietary) Limited, a company 3.2.12 incorporated in South Africa with registration number 2004/035419/09 and having its principal place of business at 9 ROLENE AVENUE GLENANDA SOUTH 2091 where the VOIP Equipment and/or Internet Equipment is to be installed; "VOIP Price List" means the current TALKWORLD COMMUNICATIONS price list issued from time to time reflecting those charges for VOIP Equipment and accessories supplied by TALKWORLD COMMUNICATIONS to 3.2.13 the Agent in terms of this Agreement; “Internet Price List” means the current TALKWORLD COMMUNICATIONS for Internet price list issued from time to time reflecting charges Equipment and accessories supplied by TALKWORLD COMMUNICATIONS to 3.2.14 the Agent in terms of this Agreement; "VOIP User ID” means a subscriber identity number, bearing a Subscriber Number, which allows the Customer to access the VOIP Service through the VOIP Equipment; 3.2.15 “IP Address” means the IP address given to the Customer by its existing ISP or in terms of the Internet Service. 3.2.16 "VOIP Subscriber Agreement" means the standard VOIP routing subscriber agreement, as amended from time to time, between TALKWORLD COMMUNICATIONS and a Customer which entitles the Customer to access the VOIP Service; 3.2.17 “Internet means agreements Subscriber the internet between Agreement” subscriber the Internet 3.2.4 "VOIP Network” means the aggregate of the TALKWORLD internet COMMUNICATIONS channels that allow VOIP calls; connectivity and telecommunications 3.2.5 "the VOIP Service" means the VOIP and related services offered by TALKWORLD 3.2.6 COMMUNICATIONS listed in Annexure B; "Customer" means the end user of the VOIP Service, or the Internet Service utilising the VOIP Equipment and/or the Internet Equipment in terms of the VOIP or Internet Subscriber Agreement to access to the relevant networks as the case maybe; 3.2.7 "Effective Date" means the date of signature of this Agreement by the party signing last; 3.2.8 "VOIP Equipment" means the digital VOIP routing equipment, used by the Customer Premises and by installed the Agent at or the its authorised agent to connect to the VOIP Network as attached hereto as Annexure B; 3.2.9 “Internet Equipment” means the digital internet routing equipment used by the Customer and installed at the premises by the Agent or its authored agent to connect to the Internet Service; 3.2.10 3.2.11 "the Parties" means the parties to this Agreement; “the Premises” means the principal place of business of the Customer 3.2.18 Service Provider and the Customer which entitles the Customer to access the Internet. "Internet Tariff Plan" means the applicable tariff charges as published by the Internet Service Provider from time to time in its sole discretion in 3 respect Equipment; 3.2.19 3.2.20 of activated Internet provisions of this Agreement and the reasonable instructions from and/or time to guidelines provided by TALKWORLD COMMUNICATIONS time; 5.1.2 not to act or omit to act in any way which may adversely affect the name and reputation of TALKWORLD and/or the COMMUNICATIONS “Internet Service Provider” means any ISP. “Call Rates List” means the current rates charged by TALKWORLD COMMUNICATIONS to the Customer in respect of local, national and international VOIP; 3.2.21 3.2.22 3.2.23 “VOIP” means Voice over IP; “IP” means Internet Protocol. “TALKWORLD COMMUNICATIONS” means COMMUNICATIONS (Trading with as TALKWORLD (Pty) Ltd a TALKWORLD), Internet Service Providers including but not limited to the granting of any warranties representations TALKWORLD or on making behalf any of COMMUNICATIONS not included in this Agreement or the VOIP Subscriber Agreement and/or Internet Subscriber Agreement; 5.1.3 to provide TALKWORLD with all COMMUNICATIONS company incorporated in South Africa registration number (2004/035419/09) and its principle place of business at 9 ROLENE AVE GLENANDA SOUTH 2091. 4. information reasonably requested by TALKWORLD COMMUNICATIONS in respect of its activities pursuant to its the 5.1.4 appointment and the Customers; to maintain accurate records of all its activities Agreement TALKWORLD contemplated and to under this furnish DURATION This Agreement shall commence on Effective Date and shall continue unless terminated in terms of clause 10, for an initial period of 2 (Two) years determined from the date that the VOIP Service or Internet Service, forming part of the VOIP Equipment installed or Internet Equipment at the Premises, is activated, whereafter it shall continue, subject to clause 10, on the renewal of the VOIP Subscriber Agreement/Internet Subscriber 5.1.5 Agreement, unless terminated by either party by the giving of no less than 3 (Three) months written notice. COMMUNICATIONS with monthly reports on such activities and any other information requested by TALKWORLD COMMUNICATIONS from time to time; to exercise reasonable control over and take responsibility for the acts and omissions of its employees, specifically those tasked with the installation of the VOIP Equipment and/or Internet Equipment and to indemnify TALKWORLD COMMUNICATIONS against any loss or damage suffered as a result of any failure on the part of the Agent or its employees, agents or sub-contractors; 5.1.6 to take out insurance cover in respect of public and professional liability 5. 5.1 UNDERTAKINGS BY THE AGENT The Agent undertakes, for the duration of this Agreement: 5.1.1 to use its best endeavours to market, promote, install and maintain the VOIP Equipment, Internet Equipment and/or Internet Service or VOIP Service to Customers in accordance with the 4 against any losses or damages which a Customer or any third party or TALKWORLD COMMUNICATIONS 5.6 may suffer as a result of an act or omission on the part of the Agent or its employees, agents or sub-contractors and ensure that insurance cover in respect of VOIP Equipment and/or Internet Equipment is in place at all times whether for its own account or the account of the Customer. 5.2 The Agent shall Subscriber submit all new VOIP Internet 5.7 Agreements and TALKWORLD COMMUNICATIONS in writing and/or procured from TALKWORLD COMMUNICATIONS. In respect of corporate customers the Agent shall conduct regular inspections to the place(s) of installation of the VOIP Equipment and/or Internet Equipment and report any matters or potential matters which may come to its attention which may affect TALKWORLD COMMUNICATIONS, TALKWORLD COMMUNICATIONS, or the relationship with the Customer(s) adversely, including but not limited to the proper functioning of the VOIP Equipment and/or Internet Equipment. The Agent shall not directly or indirectly communicate any information about a Customer to anyone otherwise than in the ordinary course of conduct of its business or as 5.8 required by TALKWORLD COMMUNICATIONS or by law. The cost of any installations which have been performed by the TALKWORLD installation COMMUNICATIONS approved Subscriber Agreements and documentation setting out Customer requirements, to for approval, prior to any installation of the VOIP Equipment and/or Internet Equipment. 5.3 The Agent shall procure the installation of the VOIP Equipment and/or Internet Equipment in accordance with the approved submission to TALKWORLD professional should the COMMUNICATIONS manner Agent by not authorised have in a TALKWORLD agents, its own COMMUNICATIONS's team or any other third party on behalf of the Agent shall be for the account of the Agent. TALKWORLD COMMUNICATIONS approved installation team(s). the Agent shall at all times ensure that the Customer sign an acceptance following installation. 5.4 The Agent shall ensure Customer satisfaction in all respects including but not limited to maintenance of the VOIP Equipment and/or Internet Agreements Equipment and the Subscriber to keep undertakes 6.1 6. UNDERTAKINGS COMMUNICATIONS TALKWORLD supply VOIP BY TALKWORLD shall Internet COMMUNICATIONS Equipment and/or Equipment to the Agent at a price as set out in the VOIP Price List and/or Internet Price List and in accordance with the terms of this Agreement. 6.2 TALKWORLD COMMUNICATIONS shall assist the Agent with the marketing of the VOIP Equipment and/or Internet Equipment from time to time in its sole discretion. 6.3 TALKWORLD COMMUNICATIONS shall provide training to the Agent's employees responsible for the distribution and installation of the VOIP Equipment and/or Internet Equipment as may become necessary from time to time. TALKWORLD COMMUNICATIONS informed in writing of all maintenance activities from time to time. The Agent specifically undertakes to attend to Customer queries within 24 (Twenty Four) hours of notification to the Agent by the Customer as the case may be, and to obtain an acceptance signature from the Customer following any maintenance work done. 5.5 The Agent shall only use VOIP Equipment and/or Internet Equipment approved by 5 6.4 TALKWORLD COMMUNICATIONS shall Equipment written 7.4 and/or Internet to Equipment commence on with provide regular reports to the Agent to enable the Agent to monitor usage and to act appropriately should it become necessary. TALKWORLD COMMUNICATIONS shall also provide any other reports to the Agent that TALKWORLD COMMUNICATIONS deems appropriate in order for the Agent to manage the Customers more effectively. 6.5 TALKWORLD COMMUNICATIONS shall monitor airtime usage of all VOIP Equipment and follow up any reductions in airtime usage with the Customer(s) to ascertain any problems and to use its reasonable endeavours to remedy any such reductions or problems as soon as is practically possible, including but not limited to further installations of additional VOIP Equipment and/or Internet Equipment where justifiable by the Customer's airtime usage. 6.6 TALKWORLD COMMUNICATIONS shall hold adequate stockholding to cater for normal demand. 7. 7.1 SUBSCRIBER AGREEMENTS The Agent shall process all Subscriber Agreements in respect of potential Customers wishing to use and enjoy the VOIP Equipment and/or Internet Equipment strictly in accordance with 7.2 The TALKWORLD Agent shall COMMUNICATIONS' forward out all all the completed associated information place of 8. 8.1 8.1.1 instructions issued from time to time. Subscriber related to Agreements setting the and 7.5 receipt of TALKWORLD COMMUNICATIONS' confirmation installation. On receipt of the Agent's written confirmation that the VOIP Equipment and/or Internet Equipment has been installed, TALKWORLD COMMUNICATIONS shall ensure activation of the TALKWORLD COMMUNICATIONS Service and/or Internet Service, however, TALKWORLD COMMUNICATIONS reserves its rights to inspect any installation prior to any activation. costs The Agent shall be liable for any incurred by TALKWORLD COMMUNICATIONS or the Customer where the installation has taken place but the VOIP Equipment and/or Internet Equipment does not function properly. It is recorded that all rights, title and interest in and to the Subscriber Agreements shall at all times remain vested in and remain with TALKWORLD COMMUNICATIONS, as the case may be including but not limited to the direct billing of Customers for airtime usage and monthly subscription costs and any other costs which may arise from the VOIP Subscriber Agreement and the Agent may not under any circumstances bill the Customer for any of these costs and any attempt to do so shall entitle TALKWORLD COMMUNICATIONS to terminate this Agreement with immediate effect. COMMISSION AND PAYMENT Internet Service TALKWORLD COMMUNICATIONS agrees to pay the Agent a connection rebate as set out in Annexure C, hereto within 30 (Thirty) days of the last day of the month in which billing TALKWORLD COMMUNICATIONS documentation Customer, installation, the estimated capacities, the VOIP Equipment and/or Internet Equipment and any other relevant aspect by to related thereto or requested TALKWORLD TALKWORLD COMMUNICATIONS 7.3 COMMUNICATIONS for approval. TALKWORLD COMMUNICATIONS reserves the right to accept or reject any potential Subscriber Agreement and the Agent may only commence with installation of the VOIP 8.1.2 system indicated that the Internet Equipment has been activated to the relevant network. The Agent shall be entitled to ongoing airtime revenue Equipment generated installed by by activated the Internet with Agent 6 Customers within 30 (Thirty) days of the last day of the following month applicable to calls generated in the previous month. 8.1.3 8.1.4 The connection rebate payable to the Agent shall be exclusive of Value Added Tax. If requested by the Internet Service Providers TALKWORLD COMMUNICATIONS reserves the right to reclaim any connection rebates paid by TALKWORLD COMMUNICATIONS in respect of a Customer who has concluded an Internet Subscriber Agreement and who is subsequently disconnected for whatever reason or if such Internet Subscriber Agreement is terminated for whatever reason before the expiry of the 24 (Twenty Four) month period pro rata with the period left prior to the expiry of the 24 (Twenty Four) period. 8.1.5 TALKWORLD COMMUNICATIONS reserves the right to amend the Internet Tariff Plans and/or connection rebates at any time by the giving of 30 (Thirty) days written notice to the Agent. 8.2 8.2.1 Internet Equipment The Agent shall pay TALKWORLD COMMUNICATIONS the charges set out in the Internet Price List from time to time and applicable at the time of delivering for Internet Equipment supplied by TALKWORLD COMMUNICATIONS to the Agent reserves the right to withhold any deliveries for ordered Internet Equipment and connection bonuses or ongoing airtime revenue payable to the Agent or to offset any connection bonuses or ongoing airtime revenue payable to the Agent, in the event that the Agent remains in default of any outstanding amounts owing in terms of the credit limitations placed upon the Agent by TALKWORLD COMMUNICATIONS. 8.2.2 The Agent shall pay TALKWORLD COMMUNICATIONS strictly within 30 (Thirty) days of delivering the Internet Equipment by TALKWORLD Agent. 8.3 VOIP Service COMMUNICATIONS to the 8.3.1 TALKWORLD COMMUNICATIONS agrees to pay the Agent a connection rebate, if any, as set out in Annexure C hereto within 30 (Thirty) days of the last day of the month in which TALKWORLD COMMUNICATIONS SA’s billing system indicates that the VOIP Equipment has been activated to the relevant network. 8.3.2 The Agent shall be entitled to ongoing airtime profits generated by activated VOIP Equipment installed by the Agent with Customers within 30 (Thirty) days of the last day of the following month applicable to calls generated in the previous month as set out in Annexure C. 8.3.3 8.3.4 The connection rebate payable to the Agent shall be exclusive of Value Added Tax. If requested by any of the VOIP Service Providers TALKWORLD COMMUNICATIONS reserves the right to reclaim any connection rebates who has paid concluded and by a TALKWORLD VOIP is Subscriber COMMUNICATIONS in respect of a Customer Agreement who subsequently disconnected for whatever reason or if such VOIP Subscriber Agreement is terminated for whatever reason before the expiry of the 24 (Twenty Four) month period pro rata with the period left prior to the expiry of the 24 (Twenty Four) period. 8.3.5 TALKWORLD COMMUNICATIONS reserves the right to amend the Call Rates List and/or connection rebates at of each trading month, or at any time giving 5 (five) days written notice to the Agent. 8.4 8.4.1 VOIP Equipment The Agent shall pay TALKWORLD COMMUNICATIONS the charges set out in the VOIP Price List from time to time and applicable at the time of delivering for VOIP Equipment TALKWORD supplied by the Agent or and COMMUNICATIONS TALKWORLD COMMUNICATIONS reserves the right to withhold any deliveries for ordered VOIP Equipment and connection bonuses or ongoing airtime revenue payable to the Agent 7 or to offset any connection bonuses or ongoing airtime revenue payable to the Agent, in the event that the Agent remains in default of any outstanding amounts owing in terms of the 10.1.5 credit limitations placed upon the Agent by TALKWORLD COMMUNICATIONS. 8.4.2 The Agent shall pay TALKWORLD COMMUNICATIONS strictly within 30 (Thirty) days of delivering the VOIP Equipment by TALKWORLD COMMUNICATIONS to the Agent. INSTALLATION REVENUE All revenues derived from the installation and maintenance VOIP Equipment and/or Internet Equipment will be for the account of the Agent. 10. 10.1 TERMINATION Either party shall be entitled to immediately terminate this Agreement, in the event that any of the matters referred to in clauses 10.1.1 to 10.1.5 (both inclusive) occur: 10.1.1 either party commits any breach of any of the terms of this Agreement all of which shall be deemed to be material and fails to remedy such breach within 10 (Ten) days after receipt of written notice from nondefaulting party calling upon the other party to remedy such breach; 10.1.2 any judgment against a party remains unsatisfied for a period of 7 (Seven) days or longer after such judgment has been given, unless an application to rescind such judgment shall have been made or an appeal against such judgment shall have been noted within such period of 7 (Seven) days and is thereafter or 10.1.3 a party makes or attempts to make any offer of compromise with its creditors generally, or enters into any agreements with its creditors generally duly and timeously 11. 11.1 prosecuted to a successful conclusion; 10.3 10.2.2 10.2 AND MAINTENANCE 10.1.4 for the release of that party from its debts to such creditors; or a party is placed into liquidation, whether provisionally or finally, or under judicial management; or notwithstanding any other provision in this Agreement, TALKWORLD COMMUNICATIONS may terminate this Agreement forthwith in the event of any legislative changes or judicial decision or amendment to TALKWORLD COMMUNICATIONS’ 9. licences which prohibit or declares illegal VOIP routing as contemplated herein or where the Customer no longer enjoys a saving through VOIP calls. Upon the expiration or earlier termination of this Agreement and within 7 (Seven) days from termination: 10.2.1 the Agent shall immediately cease to promote, and distribute the VOIP Equipment and/or Internet Equipment or continue with any activity related thereto and shall deliver to TALKWORLD COMMUNICATIONS as the case may be VOIP Equipment and/or Internet Equipment obtained from TALKWORLD COMMUNICATIONS which have not been activated and installed by the Agent; the parties shall pay to each other all and any amounts due by each other up to and including midnight of the date of termination; In the event of termination no party shall solicit the other party’s customers. INDEMNITY The Agent hereby indemnifies TALKWORLD COMMUNICATIONS TALKWORLD and shall keep COMMUNICATIONS indemnified at all times against any liability, 8 loss, cost or damage suffered by TALKWORLD COMMUNICATIONS resulting from any action, proceeding or claim made by any Customer or any other third party against TALKWORLD COMMUNICATIONS or the Agent in relation to the provision of the VOIP Service, the Internet Service, the VOIP Equipment, the Internet Equipment the Agent, or its otherwise, whether or not or 14. 14.1 in writing by may TALKWORLD TALKWORLD without the COMMUNICATIONS. COMMUNICATIONS permission of the Agent cede, delegate, assign or transfer any of its rights in terms of this Agreement to another service provider. GENERAL No waiver or indulgence which either party may allow to the other party shall be valid unless made in writing and such waiver or indulgence shall be strictly construed as applying only to the matter in respect whereof it was allowed. Without limiting the generality of the aforegoing, if the party shall have taken no action as a result of any breach such action shall in no way prevent or stop such party from exercising any rights which it may have which flow from the breach question. 14.2 This Agreement constitutes the whole agreement between the Parties as to the attributable to any wrongful act or omission of employees, agents representatives or resulting from a breach of the provisions of this Agreement and the Agent undertakes to procure appropriate insurance cover in respect hereof. 11.2 In no event shall either party be liable towards the other party for any indirect, incidental or consequential losses or damages including but not limited to loss of income, loss of business opportunities or loss of profits howsoever arising. 12. 12.1 DOMICILIUM The Parties choose as domicilium citandi et executandi ("domicilium") and for the delivery of all notices arising out of this Agreement or its termination or cancellation, these addresses: 12.1.1 2091; 12.1.2 the Agent at: ______________________________ ______________________________ ______________________________ 12.2 Either of the Parties shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other address within the Republic of South Africa which is not a post office box or post restante. 13. CESSION the Agent shall not cede, delegate, assign or transfer any of its rights in terms of this Agreement unless such cession, delegation assignment or transfer is approved, in advance, TALKWORLD COMMUNICATIONS SOUTH at: 9 ROLENE AVE GLENANDA subject matter and no variation, modification, deletion or addition shall be valid unless reduced to writing and signed by both Parties. 14.3 The Parties hereto acknowledge that no warranties or representations of whatsoever nature were made by either party to the other prior to the entering into this Agreement, save as may be recorded in this document. 14.4 This Agreement is not reliant on or subject to any other contractual relationships which may exist between the Parties. 14.5 No latitude, extension of time or other indulgences which may be given or allowed by either party to the other party in respect of the performance of any obligation hereunder or the enforcement of any right arising from this Agreement and no single or partial exercise of any right by either party shall under any circumstances be construed to be an implied consent by such party or operate as a waiver or a novation of, or otherwise effect any of that party's rights in terms of or arising from this Agreement or estop such party from enforcing, 9 at any time and without notice, strict and punctual compliance with each and every provision or term hereof. 14.6 The annexures to this Agreement shall be read and interpreted as if incorporated herein and in the event of any conflicting provisions between this Agreement and the annexures, the provisions of this Agreement shall prevail and in the event of any conflicting provisions between the annexures, precedence shall be given to the order of preference in which the annexures are attached. 15. 15.1 SALE OF BUSINESS If the Agent at any time wishes to sell its business comprising of the Customers and/or the rights associated with the installed VOIP Equipment and/or Internet Equipment or any portion thereof ("the Business") the Agent shall be obliged to offer the Business or assets to TALKWORLD COMMUNICATIONS. 15.2 15.2.1 15.2.2 The offer of the Agent in terms of 15.1: shall be in writing and be delivered to TALKWORLD COMMUNICATIONS; shall remain open for acceptance by TALKWORLD COMMUNICATIONS for a period of 30 (Thirty) days; and 15.2.3 15.3 shall state the price therefor. If TALKWORLD COMMUNICATIONS does not accept the Agent's offer, the Agent shall be entitled, for a period of 30 (Thirty) days to sell the Business to any third party approved by TALKWORLD COMMUNICATIONS in writing at a price not more favourable than the price referred to in 15.2.3. provided that such third party agrees in writing to be bound by the provisions of this Agreement. 16. 16.1 CONFIDENTIALITY All or any information relating to TALKWORLD COMMUNICATIONS, the VOIP Service and/or Internet Service or the VOIP Network of any nature howsoever disclosed or made available by TALKWORLD 16.5 16.4 16.3 16.2.2 16.2 16.2.1 COMMUNICATIONS to the Agent, whether furnished orally, in writing, electronically or otherwise and whether or not marked as the property of TALKWORLD COMMUNICATIONS or as confidential and all or any information in respect of the Customers and any other aspects of this Agreement shall constitute confidential, proprietary and trade secret information of TALKWORLD COMMUNICATIONS, hereinafter referred to as "the Information". There shall be excluded from the Information: any information which is at the time of disclosure already in the public domain or thereafter becomes part of the public domain otherwise than by breach of this Agreement; and such information as the Agent is able to show was within its knowledge prior to the disclosure thereof to it by TALKWORLD COMMUNICATIONS. In addition, all or any analyses, compilations, studies, reports, documents of any nature and howsoever stored or presentations prepared by the Agent which contain or reflect any of the Information hereinafter referred to as "the Reports" shall also be protected in terms of this Agreement. The Agent shall at all times, and the Agent shall procure that all of its employees, agents or representatives shall at all times keep the Information and the Reports in confidence and shall under no circumstances divulge or disclose to any third party any of the Information or Reports. The Agent shall not acquire ownership of the Information or the Reports nor any licence or intellectual property right in the Information or the Reports and all rights in and to the Information and the Reports shall vest in and remain the sole property of TALKWORLD COMMUNICATIONS. 10 17. 17.1 ARBITRATIONS Save where otherwise provided in this agreement, should nay dispute arise between the parties in connection with: 17.1.1 17.1.2 17.1.3 17.1.4 the formation or existence of; the implementation of; the implementation or application of the provisions of; the parties’ respective rights and obligations in terms of or arising out of this agreement of the breach or termination of; 17.1.5 the validity, enforceability, whole or in part of; 17.1.6 any documents furnished by the parties pursuant to the provisions of, this agreement or which relates in ay way to any matter affecting the interests of the parties in terms of this agreement, that dispute shall unless resolved amongst the parties to be dispute, be referred to and be determined by arbitration in terms of this clause 17. rectification, termination or cancellation whether in 17.3 Save as provided in 17.1 and 17.2 neither party shall be entitled to institute any legal proceeding against the/any other in connection with any dispute referred to in 12.1 unless and until such dispute has been submitted to arbitration as provided for herein and such arbitration has been concluded, and then only to the extent that such legal proceedings are not otherwise prohibited in accordance with the provisions of this clause 17. 17.4 Any party to this agreement may demand that a dispute be determined in terms of this clause 17 by written notice given to the other party. 17.5 The arbitration shall, unless otherwise agreed to in writing by the parties, be held: at Johannesburg as the parties may agree; on the basis that the proper law of the agreement contained in this clause 12 and of the contract in which this clause 12 is contained shall be the law of the Republic of South Africa; 17.5.1 17.5.2 17.5.3 with only the legal and other representatives of the parties to be dispute present thereat; 17.5.4 in terms of the rules for expedited arbitration laid down by the Arbitrations Foundation of South Africa. 17.2 The clause 17 shall not preclude any party from obtaining interim relief on an argent basis from a court of competent jurisdiction pending the decision of the arbitrator. DATED AT__________________ ON THIS _______ DAY OF_____________ 2009. 11 AS WITNESSES: 1. ________________________ TALKWORLD COMMUNICATIONS(Pty) Ltd 2. ________________________ TALKWORLD COMMUNICATIONS(Pty) Ltd DATED AT__________________ ON THIS _______ DAY OF_____________ 2009. AS WITNESSES: 2. ________________________ SIGNATURE ____________________________ COMPANY NAME 2. ________________________ SIGNATURE ____________________________ COMPANY NAME 12 Annexure A ___________________________ Signed on behalf of ____________________________ Ltd __________________________________ Signed on behalf of TALKWORLD COMMUNICATIONS (Pty) ___________________________ Print Name ____________________________ Print Name 13 Annexure B VOIP SERVICE The Channel Partner is qualified and authorised to sell the Services as defined and set out below. These portfolios may be changed and altered as Services are added, cancelled or amended, and shall be specified by TALKWORLD COMMUNICATIONS from time to time. No TALKWORLD COMMUNICATIONS products and Services can be sold by the Channel Partner without the written consent of TALKWORLD COMMUNICATIONS. A. TALKWORLD COMMUNICATIONS VOIP SERVICE A combination of telecommunications and internet service, including TALKWORLD COMMUNICATIONS Network that enables users to select alternative routing of voice calls from PBX/office Facilities. Registration of End Users IP address on the TALKWORLD COMMUNICATIONS service to enable the sending/receiving of voice traffic through the End Users PBX/ office to from other IP addresses registered on the TALKWORLD COMMUNICATIONS service. Call types eligible for routing via the TALKWORLD COMMUNICATIONS service from a users premises are to local numbers national numbers, digital mobile numbers and international numbers. B. C. VIRTUAL PABX’S HOSTING Hosting of PBX and IPBX, Call Centres, CRM systems and ERP systems. D. FUTURE TALKWORLD COMMUNICATIONS SERVICE Including but not limited to any fully unified message offering which includes data, voice and conferencing. Effective Date : _____ / _____ / _____ __________________________________ Signed on behalf of TALKWORLD COMMUNICATIONS(Pty) Ltd ___________________________ Signed on behalf of ___________________________ ___________________________ Print Name ____________________________ Print Name 14 Annexure C CONNECTION REBATES AND ONGOING AIRTIME GROSS PROFIT B. ONGOING AIRTIME GROSS PROFIT-TALKWORLD COMMUNICATIONS VOIP SERVICE Subject to the provisions of clauses 8.2.1 and 8.2.2 of the Agreement, the Agent shall be entitled to the following airtime gross profit generated by activated VOIP Equipment: Commission Rate Local calls National Calls International Calls Mobile Calls 12% 12% 12% 12% Effective Date : _____ / _____ / _____ ___________________________ Signed on behalf of ___________________________ ___________________________ __________________________________ Signed on behalf of TALKWORLD COMMUNICATIONS (Pty) Ltd 15 ___________________________ Print Name ____________________________ Print Name 16