INOVI TEL (PTY) LTD BROADBAND MASTER SERVICES AGREEMENT (MSA) Openserve

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, the following expressions bear the meanings assigned below and cognate expressions bear corresponding meanings:

1.1.1 “Agreement” means this Inovi Tel (Pty) Ltd Broadband Master Services Agreement together with all Schedules, Annexures, Appendices and Service Orders concluded in terms hereof, as amended from time to time.

1.1.2 “Broadband Service” means any fibre broadband access or related data connectivity service supplied by Inovi to the Client under this Agreement.

1.1.3 “Business Day” means any day other than a Saturday, Sunday, or official public holiday in the Republic of South Africa, between 07h30 and 16h30.

1.1.4 “Commencement Date” means the first Business Day following the date on which this Agreement is signed by the Party signing last in time.

1.1.5 “Confidential Information” includes, without limitation, all business, financial, technical or operational information disclosed by one Party to the other in connection with this Agreement, whether oral, written, or electronic, but excludes information that—
(a) is or becomes lawfully part of the public domain;
(b) is lawfully obtained from a third party without restriction; or
(c) is independently developed without use of the disclosing Party’s information.

1.1.6 “Consumer Protection Act” means the Consumer Protection Act 68 of 2008 (“CPA”).

1.1.7 “End-User” means any person or entity to whom the Client resells or provides access to the Broadband Service.

1.1.8 “ICASA” means the Independent Communications Authority of South Africa.

1.1.9 “Inovi Network” means the electronic communications network operated by Inovi or its upstream providers through which Broadband Services are delivered.

1.1.10 “POPIA” means the Protection of Personal Information Act 4 of 2013.

1.1.11 “Schedule” means a schedule or service order forming part of this Agreement setting out specific terms, technical details and pricing for a particular Broadband Service.

1.1.12 “Service” / “Services” means the Broadband Service or services supplied by Inovi to the Client in terms of this Agreement and the relevant Schedule.

1.1.13 “Territory” means the Republic of South Africa as constituted from time to time.

1.2 Words importing the singular shall include the plural and vice versa; words importing natural persons include juristic persons and vice versa; and words importing any gender include the other genders.

1.3 Clause headings are inserted for convenience only and shall not affect interpretation.

1.4 This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

1.5 Each provision of this Agreement is severable; invalidity of one provision shall not affect the remainder.

2. DOCUMENTATION AND ORDER OF PREFERENCE

2.1 The documents forming this Agreement, in descending order of precedence, are—
(a) the main body of this MSA;
(b) the relevant Schedule(s) for each Service;
(c) any Appendix or Annexure attached thereto; and
(d) any written amendments executed by the Parties.

2.2 In the event of conflict, the higher-ranking document shall prevail unless expressly stated otherwise.

3. COMMENCEMENT AND DURATION

3.1 This Agreement shall commence on the Commencement Date and endure for an initial period of three (3) years, thereafter continuing on a month-to-month basis unless terminated by either Party on sixty (60) days’ prior written notice.

3.2 Termination of this Agreement shall not affect any existing Service Order still within its fixed-term period, which shall continue to be governed by the provisions of this Agreement until expiry.

3.3 Clauses expressed to survive termination shall continue in force notwithstanding termination or expiry.

4. REGULATORY COMPLIANCE AND APPROVALS

4.1 Each Party warrants that it holds and shall maintain all licences, authorisations and approvals necessary to perform its obligations under this Agreement.

4.2 The Parties shall comply with all applicable legislation, regulations, and directives issued by ICASA or any competent authority.

5. PROCESSING OF PERSONAL INFORMATION

5.1 Inovi shall process personal information strictly in accordance with POPIA and solely for the purposes of performing its obligations under this Agreement.

5.2 The Client warrants that any personal information supplied to Inovi has been lawfully obtained and that the Client has the necessary consent of the data subjects concerned.

5.3 Each Party shall implement appropriate technical and organisational measures to prevent unauthorised access, loss or destruction of personal information.

5.4 Neither Party shall retain personal information longer than is necessary for achieving the lawful purpose for which it was collected.

5.5 Each Party indemnifies and holds harmless the other for any loss or damage arising from a breach of this clause.

6. TECHNICAL PROVISIONING AND SERVICE LEVELS

6.1 Inovi shall utilise the technology which it deems most suitable for the provision of the Broadband Service, including but not limited to fibre optic access, metro-ethernet aggregation and national IP backhaul.

6.2 All Broadband Services are provided on a best-effort basis unless otherwise specified in Annexure A – Service Level Agreement (Fibre Broadband).

6.3 The Client shall—
(a) provide suitable space, power and environmental conditions for any Customer Premises Equipment (“CPE”);
(b) ensure that first-line maintenance (FLM) activities are performed prior to logging any fault with Inovi, including verification of power, cabling, port configuration and VLAN assignment;
(c) furnish accurate site contact details and access arrangements when reporting faults.

6.4 Inovi reserves the right to allocate spare network capacity for other services, provided such allocation does not materially degrade the Client’s service performance.

6.5 The Parties agree that the service metrics, restoration objectives, escalation timelines and responsibilities are as detailed in Annexure A hereto.

7. REGULATORY CHANGES

7.1 If, during the term of this Agreement, there is any change in the regulatory environment, directives, or statutory obligations imposed by ICASA or any competent authority which materially impacts the ability of either Party to perform under this Agreement, the Parties shall meet promptly to discuss the implications and negotiate any amendments required to maintain compliance.

7.2 Where such change renders continued performance financially or technically unfeasible, either Party shall be entitled to terminate the affected Service(s) on sixty (60) days’ written notice, without penalty.

8. FEES, INVOICING AND TAXES

8.1 The Client shall pay Inovi the fees set out in the applicable Schedule or Service Order.

8.2 All fees are exclusive of Value-Added Tax (VAT) and any other taxes, levies, or charges imposed by law.

8.3 Inovi shall issue invoices monthly in arrears, and payment shall be due within fifteen (15) days of the date of invoice.

8.4 Failure to make payment within the specified period constitutes a material breach. Inovi may, at its sole discretion, suspend service until full payment is received.

8.5 Inovi reserves the right to charge interest on overdue amounts at the maximum rate permitted under the National Credit Act.

9. GUARANTEES AND SECURITY

9.1 Inovi may, at any time, request an unconditional bank guarantee or deposit as security for the Client’s obligations under this Agreement.

9.2 The amount and duration of such security shall be determined by Inovi, acting reasonably, and shall not exceed the equivalent of three (3) months of average billing for all active services.

9.3 Failure to provide the requested security within thirty (30) days of written notice shall constitute a material breach.

10. PROTECTION OF NETWORKS

10.1 The Client shall not engage in any activity which may reasonably be expected to damage or disrupt the proper operation of the Inovi Network.

10.2 The Client shall provide all reasonable information and cooperation requested by Inovi to verify compliance with network standards or to assist in fault investigation.

10.3 Inovi may implement network management measures to ensure stability, capacity integrity and compliance with applicable law.

11. SAFETY AND SITE ACCESS

11.1 Each Party shall ensure that the execution of its obligations under this Agreement does not endanger the health and safety of employees, agents, subcontractors or the general public.

11.2 The Client shall provide Inovi or its subcontractors with full and safe access to premises, ducts, poles or enclosures necessary to install or maintain Broadband Services.

11.3 The Client shall ensure that all Customer Premises Equipment (CPE) is safely operated and properly grounded.

12. ESCALATION AND SUPPORT

12.1 All service-affecting faults shall be reported to the Inovi Support Desk using the contact details set out in Annexure A – Service Level Agreement (Fibre Broadband).

12.2 The escalation process shall follow the four-tier structure below, in line with Inovi’s operational standards:

Level 1 – Service Desk (Operational):

• Initial logging of faults, accessible 24×7.
• Expected response within 1 hours.
• Reference number assigned and acknowledged.

Level 2 – Technical Specialists:

• Escalated where resolution is not achieved within 8 hours.
• Focused on technical analysis, remote testing, and CPE verification.

Level 3 – Operations Manager:

• Escalated where unresolved within 8  hours.
• Responsible for operational coordination and customer communication.

Level 4 – Senior Management:

• Escalated for persistent or high-impact incidents.
• May involve executive review and formal incident reporting.

12.3 The Client shall ensure that first-line checks (power, cabling, configuration, and internal network verification) have been completed before escalation.

12.4 All escalations shall include: fault reference number, service ID, site location, description of impact, and actions already taken.

13. DISPUTE RESOLUTION

13.1 In the event of any dispute arising between the Parties concerning the interpretation, performance, or termination of this Agreement, the Parties shall first meet within five (5) Business Days of written notice of the dispute to negotiate in good faith.

13.2 If unresolved within seven (7) Business Days of such meeting, the dispute may be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA), conducted in Johannesburg in the English language.

13.3 The arbitration shall be presided over by—
(a) an attorney or advocate of at least ten (10) years’ standing for legal disputes; or
(b) a telecommunications expert of at least ten (10) years’ standing for technical disputes.

13.4 The decision of the arbitrator shall be final and binding and may be made an order of court.

13.5 Nothing prevents either Party from seeking interim relief in a court of competent jurisdiction.

14. BREACH AND TERMINATION

14.1 A Party shall be in default if it—
(a) fails to pay any amount due within thirty (15) days of written notice;
(b) commits any other material breach not remedied within thirty (30) days of notice;
(c) is placed in liquidation, business rescue, or under judicial management; or
(d) fails to satisfy a judgment within twenty-one (21) days of becoming aware thereof.

14.2 The aggrieved Party may, without prejudice to its other rights, terminate this Agreement by written notice if the default is not remedied within the period specified.

14.3 Upon termination for any reason, all amounts owed to Inovi shall become immediately due and payable.

14.4 Termination must be given (60) days notice of intent to cancel service.

15. FORCE MAJEURE

15.1 Neither Party shall be liable for delay or failure to perform obligations caused by circumstances beyond reasonable control, including but not limited to acts of God, war, labour unrest, or government acts.

15.2 The affected Party shall notify the other in writing as soon as possible, indicating the estimated duration and extent of the impediment.

15.3 If the event continues for more than thirty (30) days, either Party may terminate the affected Service by giving written notice.

16. LIMITATION OF LIABILITY

16.1 Each Party (“the Indemnifying Party”) indemnifies the other (“the Innocent Party”) against all direct damages, losses, or liabilities arising from the negligence or intentional misconduct of the Indemnifying Party, its employees, or agents.

16.2 Neither Party shall be liable for indirect, consequential, or punitive damages.

16.3 The total liability of either Party under this Agreement shall not exceed the aggregate of fees paid under this Agreement during the twelve (12) months immediately preceding the incident.

 

17. INTELLECTUAL PROPERTY RIGHTS

17.1 Nothing in this Agreement shall be construed as transferring or granting any rights of ownership in the Intellectual Property of either Party.

17.2 The Client shall not copy, modify or reverse engineer any software, firmware or documentation provided by Inovi.

 

18. RELATIONSHIP BETWEEN THE PARTIES

18.1 Nothing in this Agreement creates a partnership, agency or joint venture between the Parties.

18.2 Neither Party may bind the other or incur obligations on its behalf except as expressly authorised in writing.

 

19. CONFIDENTIALITY

19.1 Both Parties undertake to treat as confidential and not disclose to any third party any Confidential Information received under this Agreement.

19.2 Disclosure shall be limited to employees or contractors who require the information for the purpose of fulfilling obligations under this Agreement and who are bound by confidentiality obligations no less restrictive than this clause.

19.3 The obligation of confidentiality shall survive termination for a period of sixty (60) months.

 

20. NOTICES AND DOMICILIA

20.1 The Parties select the following addresses as their domicilium citandi et executandi for all purposes arising from this Agreement:

20.2 Any notice shall be deemed duly received—
(a) on delivery if delivered by hand;
(b) on the tenth (10th) Business Day if posted by prepaid registered mail;
(c) two (2) hours after transmission if sent by email, unless an undelivered notification is received.

20.3 Either Party may change its domicilium by giving the other Party seven (7) days’ written notice.

 

21. SEVERABILITY

If any provision is found unenforceable or contrary to law, such provision shall be severed, and the remainder of the Agreement shall continue in full force.

 

22. CESSION AND ASSIGNMENT

No Party shall cede, assign or transfer its rights or obligations without the prior written consent of the other Party.

 

23. NON-VARIATION AND WAIVER

No addition to or variation of this Agreement shall be binding unless reduced to writing and signed by both Parties. No indulgence shall constitute a waiver of rights.

 

24. ENTIRE AGREEMENT

24.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings, representations or agreements.

24.2 Each Party acknowledges that it has not relied on any representation or warranty not expressly set out in this Agreement.

 

ANNEXURE A – SERVICE LEVEL AGREEMENT (SLA)

Fibre Broadband Services

(Part of the Inovi Tel (Pty) Ltd Broadband Master Services Agreement)

1. PURPOSE

1.1 This Service Level Agreement (“SLA”) defines the minimum levels of service quality, fault response, restoration timelines, and escalation procedures applicable to the Broadband Services supplied by Inovi Tel (Pty) Ltd (“Inovi”) to the Client under the MSA.

1.2 This SLA forms an integral part of the Agreement and shall be read together with all other terms and conditions therein.

2. SCOPE OF SERVICE

2.1 This SLA applies to all Fibre Broadband Services provided by Inovi, including access, aggregation, and backhaul components that form part of the end-to-end broadband connection.

2.2 Services outside this scope (e.g., Wi-Fi coverage, LAN issues, or internal cabling beyond the Network Termination Point) are explicitly excluded.

2.3 This SLA does not apply to scheduled maintenance windows, force majeure events, or outages caused by Customer Premises Equipment (“CPE”) not supplied or maintained by Inovi.

3. DEFINITIONS

For purposes of this SLA:

3.1 “Service Availability” means the percentage of time during which the Inovi Fibre Broadband Service is operational and accessible within a calendar month, excluding planned maintenance.

3.2 “Fault” means a failure or degradation that renders the Broadband Service unavailable or significantly impairs performance.

3.3 “MTTR” or “Mean Time to Repair” means the average duration measured from the time a fault is logged with Inovi until the time service is restored.

3.4 “Planned Maintenance” means any scheduled maintenance activity which may cause temporary service disruption, for which Inovi provides at least forty-eight (48) hours prior notice.

3.5 “Business Hours” means 07h00 to 18h00, Monday to Friday, excluding public holidays in South Africa.

4. SERVICE AVAILABILITY

4.1 Inovi shall use commercially reasonable efforts to ensure that Fibre Broadband Services achieve an average Service Availability of 90% per calendar month, measured at the Inovi Network edge.

4.2 Service unavailability excludes the following:
(a) outages due to Client’s internal network or power;
(b) failure of CPE not under Inovi’s control;
(c) force majeure events;
(d) planned maintenance;
(e) faults attributable to the Client’s misuse or unauthorised interference.

4.3 Availability shall be calculated as:

 

5. RESPONSE AND RESTORATION TARGETS

5.1 The following targets apply to fault response and restoration. Specific times shall be agreed upon per Service Order and inserted in the placeholders below.

Priority Level	Fault Type Description	Response Time	Restoration Target (MTTR)	Escalation Trigger
Priority 1 – Critical	Complete service outage or major failure affecting connectivity.	1 Hours	8 Hours	Escalate to Level 2 after ___ Hours
Priority 2 – High	Degraded performance with partial service impact.	2 Hours	12 Hours	Escalate to Level 3 after ___ Hours
Priority 3 – Standard	Minor degradation with low operational impact.	4 Hours	24 Hours	Escalate to Level 3 after ___ Hours
Priority 4 – Informational	Requests, monitoring, or configuration queries.	4 Hours	24 Hours	As required

5.2 “Response Time” is measured from the time the Client logs a fault with the Inovi Service Desk to the time a technician begins diagnostic action.

5.3 “Restoration Target” is measured from the time the fault is logged until service is restored to operational state.

5.4 Performance targets are indicative and may vary depending on geographic region, access type, and third-party infrastructure dependencies.

6. FAULT REPORTING PROCEDURE

6.1 All faults must be reported through the Inovi Service Desk:

• Telephone: 0106050000
• Email: support@inovi.co.za
• Portal: https://clientzone.inovi.co.za
• Operating Hours: 24×7

6.2 The Client shall provide the following details when logging a fault:
(a) Site name and Service ID;
(b) Contact person and telephone number;
(c) Description of fault and observed symptoms;
(d) Confirmation that all First-Line Maintenance (FLM) steps were performed.

6.3 A unique Fault Reference Number shall be issued for tracking and escalation.

7. FIRST-LINE MAINTENANCE (FLM) REQUIREMENTS

7.1 Prior to logging a fault, the Client shall perform First-Line Maintenance (FLM) as follows:
(a) Verify that CPE and on-site routers have power and are operational;
(b) Check patch leads, fibre terminations, and port connectivity;
(c) Confirm correct VLAN and IP configuration;
(d) Reboot local equipment where applicable;
(e) Ensure that internal LAN or Wi-Fi is not the cause of the failure.

7.2 Inovi may reject or close a fault ticket if FLM steps are not performed or insufficient information is provided.

7.3 Where a dispatched technician finds no fault on the Inovi Network, a Call-Out Fee may apply.

8. ESCALATION MATRIX

The following escalation hierarchy shall apply to all reported faults:

Level	Escalation Point	Designation	Availability	Contact Details	Escalation Timeframe
Level 1	Service Desk	Service Desk Agent	24×7	0106050000 support@inovi.co.za	Upon logging of fault
Level 2	Network Operations Centre (NOC)	Technical Specialist	06h00 – 18h00 (Mon–Fri)	0106050107 support@inovi.co.za	After 8 Hours unresolved
Level 3	Operations Manager	Broadband Operations Manager	Business Hours	devlin@inovi.co.za 0682328086	After ___ Hours unresolved
Level 4	Senior Management	Head: Network Assurance	24×7 (on-call)	noc@inovi.co.za 0106050911	After ___ Hours unresolved
Level 5	Executive Review	Executive: Service Delivery	Business Hours		At Client’s written request

9. PLANNED MAINTENANCE

9.1 Inovi shall conduct planned maintenance during pre-defined maintenance windows, communicated at least forty-eight (48) hours in advance.

9.2 Where maintenance is expected to cause service disruption exceeding ___ minutes, Inovi shall notify the Client and endeavour to perform such activities during off-peak hours.

9.3 Planned maintenance shall not be counted towards service unavailability metrics.

10. SERVICE PERFORMANCE REPORTING

10.1 Inovi shall provide, upon request or at agreed intervals, service performance reports summarising:
(a) uptime and downtime statistics;
(b) number and duration of faults;
(c) average response and repair times;
(d) compliance with SLA targets.

10.2 The reporting period shall be agreed upon between the Parties (e.g., monthly, quarterly).

11. CLIENT OBLIGATIONS

11.1 The Client shall:
(a) maintain accurate contact and site details;
(b) provide 24×7 access to the premises for Inovi technicians;
(c) ensure adequate on-site supervision during fault repairs;
(d) protect all Inovi-supplied equipment against damage, theft or interference.

11.2 Failure by the Client to fulfil these obligations may result in delay of restoration times and exclusion from SLA credit eligibility.

12. EXCLUSIONS

This SLA does not cover:
(a) incidents caused by third-party providers not contracted by Inovi;
(b) Client’s applications, LAN, Wi-Fi, or servers;
(c) unauthorised alterations to Inovi equipment;
(d) delays caused by denied site access;
(e) force majeure conditions as defined in Clause 15 of the MSA.

13. ESCALATION COMPLIANCE AND COMMUNICATIONS

13.1 All escalations must reference the Inovi Fault Reference Number.

13.2 The Client shall maintain an internal escalation contact list and ensure availability of its representatives during all restoration activities.

13.3 Inovi shall provide timely updates at each escalation stage via telephone or email, including progress summaries and estimated restoration times.

14. REVIEW AND REVISIONS

14.1 This SLA shall be reviewed annually or as otherwise agreed, to ensure alignment with operational changes, network expansion, or regulatory updates.

14.2 Any amendment shall be valid only if executed in writing and signed by both Parties.