Teledata Master Services Agreement

Version 1, 11 November 2026

This Master Services Agreement is between TELEDATA ICT LIMITED ("Teledata"), a limited liability company registered under the laws of the Republic of Ghana, with its principal address at #10 Mensah Saba Road, Kokomlemle, Accra, and the Customer named in a Service Order ("the Customer").

The Customer accepts this Agreement by signing a Service Order that refers to it. This Agreement applies from the date the Customer signs its first Service Order.

1. Definitions

1.1 In this Agreement:

• Agreement means this Master Services Agreement, every Service Order and every Service Schedule that applies to a Service Order.
• Business Day means Monday to Friday, other than a public holiday in Ghana.
• Commencement Date means, for each Service, the date stated in its Service Schedule, or if none is stated, the date Teledata tells the Customer the Service is ready for use.
• Customer Equipment means equipment the Customer owns, including equipment it funds under a Service Order.
• Data Protection Legislation means the Data Protection Act, 2012 (Act 843) and any other data protection law of Ghana that applies to a party.
• Fees means the Monthly Recurring Charges, the Non-Recurring Charges and any other charges in a Service Order.
• Force Majeure Event has the meaning in clause 15.
• Monthly Recurring Charge or MRC means the monthly charge for a Service in its Service Order.
• Non-Recurring Charge or NRC means a one-time charge in a Service Order, including installation.
• Service means a service Teledata provides under a Service Order.
• Service Order means a proposal, order form or quotation for a Service, issued by Teledata and signed by the Customer, that refers to this Agreement.
• Service Schedule means the service level agreement or service agreement for a type of Service, listed in Schedule 1.
• Site means a Customer premises named in a Service Order.
• Teledata Equipment means equipment Teledata installs or provides and does not transfer to the Customer.
• Teledata Network means the network Teledata owns or operates, up to the point where traffic leaves it.

1.2 Headings are for convenience only. "Including" means including without limitation. Days are calendar days unless stated as Business Days.

2. Structure and order of precedence

2.1 This Agreement sets the general terms for every Service. Each Service is ordered by a Service Order, and its service levels are in its Service Schedule.

2.2 Where documents conflict, they apply in this order: (a) the Service Order, for the levels and terms it sets for that Service; (b) the Service Schedule; (c) this Master Services Agreement.

2.3 A Service Order may vary this Agreement only for its own Service, and only where it says so expressly.

2.4 The version of this Agreement that applies to a Service Order is the version, by number and date, that the Service Order refers to. A later version does not change a Service Order already signed, unless the Customer agrees in writing.

3. Services and Service Orders

3.1 Teledata provides each Service described in a signed Service Order, at the Site and on the terms it states.

3.2 Each Service Order states at least: the Service and its capacity or tier, the Site, the term, the Fees, and the Service Schedule that applies.

3.3 Teledata may use subcontractors to provide any part of a Service. Teledata remains responsible for the Service.

4. Term

4.1 This Agreement starts on the date the Customer signs its first Service Order and continues while any Service Order is in force.

4.2 Each Service Order runs for the term it states, from the Service's Commencement Date. Unless the Service Order says otherwise, it then renews for successive periods equal to its initial term, until either party gives at least 30 days' written notice before the end of the current period.

5. Installation and commencement

5.1 Teledata installs each Service at the Site as the Service Order and its Service Schedule describe.

5.2 The Customer gives Teledata reasonable access to the Site, and the approvals the Customer controls, for installation, maintenance, repair and removal.

5.3 Billing for a Service starts on its Commencement Date.

6. Fees and payment

6.1 Teledata invoices MRCs monthly in advance and NRCs on signing of the Service Order, unless the Service Order says otherwise.

6.2 The Customer pays each invoice within 14 days of its date, by any payment method Teledata accepts, without set-off or deduction.

6.3 Fees exclude VAT and other statutory levies, which Teledata adds at the rates in force. Where the law requires the Customer to withhold tax from a payment, the Customer gives Teledata the withholding tax certificate.

6.4 The Customer raises any dispute about an invoice in writing within 14 days of its date, and pays the undisputed part on time.

6.5 Overdue amounts carry interest from the due date until paid, at the Bank of Ghana Monetary Policy Rate in force on the due date, calculated daily on the amount outstanding.

6.6 Fees are fixed for a Service Order's initial term. After it, Teledata may change Fees with at least 30 days' written notice.

7. Suspension and disconnection

7.1 Teledata may suspend a Service if any invoice is overdue, after giving the Customer at least 7 Business Days' written notice, which may be by email.

7.2 Teledata may suspend a Service immediately, and tell the Customer as soon as practical, where: (a) the Service is used in breach of clause 8.2; (b) the use threatens the security or operation of the Teledata Network or other customers' services; or (c) a court, regulator or other authority with power to do so requires it.

7.3 Teledata restores a suspended Service promptly once the cause is removed and overdue amounts are paid.

7.4 Fees continue during a suspension under clause 7.1 or 7.2(a) or (b). No service credit applies during any suspension under this clause.

7.5 If the cause of a suspension is not removed within 30 days, Teledata may terminate the affected Service Order under clause 16.2.

8. Customer obligations and acceptable use

8.1 The Customer: (a) provides stable power and a suitable environment at the Site for the equipment; (b) gives accurate information about the Site and its needs; (c) manages its own network, devices, applications and data beyond Teledata's handoff point; and (d) keeps its own systems secure.

8.2 The Customer does not use a Service, or allow it to be used: (a) for anything unlawful; (b) to send unsolicited bulk messages, or to attack, scan or interfere with any network or system; (c) to infringe anyone's rights; or (d) to resell or share the Service outside the Customer's own organisation, unless the Service Order allows it.

8.3 The Customer is responsible for all use of its Services, including use by its staff, guests and contractors.

9. Equipment

9.1 Teledata Equipment remains Teledata's property. The Customer keeps it safe at the Site, uses it only for the Service, and does not move, alter or allow anyone else to work on it.

9.2 The Customer pays the reasonable cost of repairing or replacing Teledata Equipment lost or damaged at the Site, except through fair wear and tear or Teledata's own act.

9.3 Customer Equipment, including equipment the Customer funds under a Service Order, is the Customer's property. Where a Service Schedule gives Teledata management control of Customer Equipment, that Service Schedule applies.

9.4 When a Service ends, the Customer gives Teledata access within 14 days to remove Teledata Equipment, or returns it in good condition.

10. IP addresses

10.1 IP addresses Teledata assigns to the Customer remain Teledata's, and are assigned only for the Service. The Customer does not acquire any right in them.

10.2 When the Service ends, the IP addresses return to Teledata. Teledata may change assigned addresses with reasonable notice where its network or allocation rules require it.

11. Service levels and maintenance

11.1 Each Service's availability, support targets, maintenance notice and service credits are set by its Service Schedule and Service Order.

11.2 Service credits are the Customer's sole and exclusive remedy for a Service failing to meet its service levels.

12. Data protection and confidentiality

12.1 Each party complies with the Data Protection Legislation in performing this Agreement.

12.2 Teledata processes the Customer's personal data only to provide, bill for and support the Services, and as the law requires. Teledata does not inspect the content of the Customer's traffic, except where the law or a lawful order of an authority requires it.

12.3 Each party keeps the other's non-public business, technical and commercial information confidential, and uses it only for this Agreement. This does not apply to information that is or becomes public other than through a breach, was lawfully received from someone else without a duty of confidence, or must be disclosed by law, in which case the disclosing party tells the other where the law allows.

12.4 This clause survives for 5 years after this Agreement ends.

13. Warranties

13.1 Each party warrants that it has the power and authority to enter into and perform this Agreement.

13.2 Teledata provides the Services with reasonable skill and care. Except as this Agreement states, Teledata gives no other warranty, and does not warrant that a Service will be uninterrupted or error free.

14. Liability

14.1 Neither party is liable to the other for loss of profit, revenue, business, goodwill, data or anticipated savings, or for any indirect or consequential loss, however arising.

14.2 Teledata's total liability under this Agreement in any 12-month period is limited to the Fees the Customer paid for the affected Service in the 3 months before the event giving rise to the claim.

14.3 Nothing in this Agreement limits liability that cannot lawfully be limited, or the Customer's duty to pay the Fees.

15. Force Majeure

15.1 A Force Majeure Event is an event beyond a party's reasonable control that it could not have prevented by reasonable precautions or worked around by reasonable means, including: fire, flood, storm, lightning, earthquake or other natural event; war, terrorism, riot or civil disorder; epidemic; strikes not involving the affected party's own staff; an act or order of government or a regulator; failure of the national power grid; and damage to submarine cables or other infrastructure caused by third parties.

15.2 A failure of a party's own equipment, or a fault on the Teledata Network that reasonable maintenance would have prevented, is not a Force Majeure Event.

15.3 A party affected by a Force Majeure Event is not liable for the delay or failure it causes. It tells the other party promptly, with the details, and resumes performance as soon as it can.

15.4 If a Force Majeure Event prevents a Service for more than 60 consecutive days, either party may terminate that Service Order by written notice, without early termination charges.

16. Termination

16.1 Either party may terminate a Service Order, or this Agreement, by written notice if the other commits a material breach and does not remedy it within 30 days of written notice describing it.

16.2 Teledata may terminate a Service Order under clause 7.5.

16.3 Either party may terminate this Agreement immediately by written notice if the other becomes insolvent, enters liquidation, administration or any arrangement with its creditors, or stops trading.

16.4 If the Customer ends a Service Order during its initial term, other than under clause 15.4 or 16.1, the MRCs for the rest of the initial term become payable.

16.5 Teledata may terminate a Service Order on reasonable notice if it loses a licence or right it needs to provide that Service. No early termination charge applies.

17. Effects of termination

17.1 When a Service Order ends, the Customer pays all Fees due up to its end, including any charge under clause 16.4, and clause 9.4 and clause 10.2 apply.

17.2 Termination does not affect rights that arose before it. Clauses 6, 9.4, 10.2, 12, 14 and 17 to 21 survive.

18. Assignment

Neither party may assign or transfer this Agreement without the other's written consent, which is not unreasonably withheld. Teledata may assign it to a company in its group, or to a buyer of the business that provides the Services, with written notice.

19. Dispute resolution

19.1 The parties first try to resolve any dispute by good-faith discussion between senior representatives.

19.2 A dispute not resolved within 45 days goes to arbitration at the Ghana Arbitration Hub under its rules, before a sole arbitrator it appoints, conducted in English in Accra.

19.3 Either party may apply to a court for urgent interim relief.

20. Notices

20.1 Notices under this Agreement are in writing, by letter or email.

20.2 Notices to Teledata go to #10 Mensah Saba Road, Kokomlemle, Accra, or by email to support@teledataict.com. Notices to the Customer go to the contact and address in its most recent Service Order, or as the Customer later tells Teledata in writing.

20.3 A notice is received on the day it is delivered, or for email on the day it is sent if sent on a Business Day before 17:00 Ghana time, otherwise on the next Business Day.

21. General

21.1 Entire agreement. This Agreement is the whole agreement between the parties about the Services and replaces any earlier agreement about them.

21.2 Variation. A change to the terms that apply to a signed Service Order is valid only in writing agreed by both parties. Teledata may publish a new version of this Master Services Agreement; clause 2.4 sets which version applies.

21.3 Severability. If a court finds any part of this Agreement unenforceable, that part is limited to the minimum extent needed and the rest continues.

21.4 Waiver. A failure or delay in exercising a right is not a waiver of it.

21.5 Independent contractors. Nothing in this Agreement creates a partnership, agency or employment relationship between the parties.

21.6 Electronic signature. The parties agree that electronic signatures are valid execution under the Electronic Transactions Act, 2008 (Act 772).

21.7 Governing law. This Agreement is governed by the laws of the Republic of Ghana.

Schedule 1: Service Schedules