Registrar Agreement
This Agreement is between
Namibian Network Information Centre (Pty) Ltd
106, Fischreiher Street1
Swakopmund, Namibia
PO Box 8421
Bachbrecht 10007, Namibia
email: dns-admin@na-nic.com.NA
GPG Fingerprint2 : A487 D865 72F7 85CE D374 C99C 8D38 CDE2 53A8 58F0
referred to in this Agreement as ”NA-NiC”
andCompany Name:
Street Address:
Postal Address:
Town:
ZIP Code:Country :Email Address:
GPG Fingerprint:

Namibia

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referred to in this Agreement as ”Registrar”.

1. BACKGROUND. NA-NiC is the manager of the country code
Top Level Domain name (”ccTLD”) .NA® and has appointed
Omadhina Internet Services (Pty) Ltd (”Omadhina”) as theentity responsible for maintaining the database (”Register”)
for the .NA® ccTLD (”Register Operator”) and for propagating
the information in the Register on the Internet in such afashion that Internet users around the world can accessInternet domain names in the Register via the Domain Name
Service and in particular through applications such as theworld wide web and electronic mail.
2. AGREEMENT. The purpose of this Agreement is to formalize
and record the relationship between NA-NiC and Registrar,
jointly referred to as ”Parties” and individually as ”Party”.
This Agreement explains the obligations of both Parties toeach other and to third parties. Each Party acknowledges thatit has read and shall be bound by all terms and conditionsof this Agreement.
3. APPOINTMENT OF REGISTRAR. NA-NiC hereby grants toRegistrar and Registrar accepts a non-exclusive appointment
as a registrar of domain name services within the .NA® ccTLD,and subject to the terms of this agreement, grants Registrar
the right to access the .NA® ccTLD Register for the purposeof processing applications to register new and/or to maintainalready registered domain names.
4. NA-NiC’S OBLIGATIONS.
4.1. NA-NiC shall make reasonable commercial efforts toensure Registrar has continuous access to the Registeron a non-discriminatory basis, by way of
4.1.1. A web site with secure access (“portal”)
4.1.2. And/or, at the sole discretion of NA-NiC, an Application Programming Interface (”API”),
At the commencement of this Agreement, the Extensible Provisioning Protocol (”EPP”), defined in RFCs
3730 and 4930, is employed as the API.
4.2. NA-NiC shall make reasonable commercial efforts toensure that the information in the Register is propagated

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on the Internet via the Domain Name System.
5. REGISTRAR’S OBLIGATIONS.
5.1. Registrar shall accept requests from the public (”Registrants”) for the registration, cancellation, deletion,
renewal, modification, maintenance or transfer ofDomain Names in the Register and make reasonable
commercial best efforts to provide all associated services
to Registrants, including billing and technical support, inrespect of the services offered by it (”Registrar Services”)
twenty four (24) hours each day and seven (7) days each
week; and5.2. Registrar shall provide robust and scalable operations
capable of handling the registration volume reasonably
projected by Registrar; and5.3. Registrar shall have the capacity to engage a sufficientnumber of qualified employees to handle the Registrar
Services volume reasonably projected by Registrar; and5.4. Registrar shall handle promptly Registrants’ requests
for changes in registration data; and5.5. Registrar shall achieve a reliable and readily usabledaily data backup and archival of all Registrant andregistration data; and5.6. Registrar shall maintain electronic copies of all transactions, correspondence, and communications with
the Register for at least the length of the registration
contract; and5.7. Registrar shall provide procedures for information
systems security to prevent malicious or accidental
disruption of the Registrar’s operations; and5.8. Registrar shall safeguard all access credentials (suchas, inter alia, user name(s), identifier(s), password(s)and/or two-factor authentication token(s)) (“credentials”) and prevent unauthorized access to and/or lossof credentials; and5.9. Registrar shall offer to obtain commercial general liability insurance in effect during the accreditation

Delivery address for courier service: NA-NiC, c/o Dr Lisse, SWAMed Building, John Meinert Street, Windhoek, Namibia
See section 18.2. on page 4.

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period in an amount sufficient, given the registration
volume reasonably projected by applicant, to provide
domain-name holders reasonable compensation forlosses caused by Registrar’s wrongful covered acts; and5.10. Registrar shall have adequate working capital available
for the operation of the registrar business, given the registration volume reasonably projected by applicant; and5.11. Registrar shall ensure that Registrar’s obligations to its
customers, to NA-NiC and to the Register Operator will
be fulfilled in the event that Registrar goes out of business, including ensuring that Registrants will continue
to have use of the domain names and that operation of
the Internet will not be adversely affected; and5.12. Registrar shall bind Registrants to, and enforce thepolicies of NA-NiC (”NA-NiC Policies”) as published on
NA-NiC’s web site and modified from time to time, by
way of entering into an agreement with Registrants
in a manner consistent with Namibian law in force atthe time, which shall contain at least the following, or
language to that effect, and shall survive the terminationof such agreement:[Registrant] acknowledges that [Registrar] is a domainname registrar bound by an agreement between [Registrar] and Namibian Network Information Services (Pty)Ltd. [Registrant] agrees that [Registrar] may modify thisagreement in order to comply with applicable law andthe terms and conditions set forth by NA-NiC and/or theRegister Operator chosen by NA-NiC, as well as any rules orpolicies that may be published from time to time by NA-NiC,
the Register Operator and/or [Registrar]. [Registrant]
shall abide by NA-NiC Policies. Those parts of NA-NiC
Policies, which are not part of the text of this Agreement,
are incorporated into this agreement by this reference.
[Registrant] shall ensure that the information submitted
by or on behalf of [Registrant] to the Register in connection
with registration of the domain name(s) or otherwise("Registrant Information") will, during the Term, comply
with NA-NiC Policies and is and will remain true, current,
complete, accurate, and reliable. [Registrant] shall maintain, update, and keep the Registrant Information true,
current, complete, accurate, and reliable by notifying [Registrar] immediately of a change to any such information inaccordance with appropriate NA-NiC Policies. Failure toabide by NA-NiC policies may result in termination of thisagreement, suspension or removal of the domain names(s)without refund of fees and/or without notice. [Registrant]
agrees and acknowledges that SPF Lisse Family Private
Foundation (“SPF”) shall own all database, compilation,collective and similar rights, title and interests worldwide
in any domain name database(s), and all informationand derivative works generated from the domain namedatabase(s) and that such domain name database may
include, without limitation, the original creation date of domain name registration(s), the expiration date of domainname registration(s), the name, postal address, e-mailaddress, voice telephone number, and where available fax
number of all contacts for domain name registration(s),any remarks concerning registered domain name(s) thatappear or should appear in the WHOIS or similar information repositories, and any other information generated or
obtained in connection with providing domain name registration services. SPF shall not have any ownership interestin [Registrant]’s specific Registration Information outsideof SPF’s rights in one or more domain name database (s);

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and
5.13. Registrar shall abide by NA-NiC Policies; and5.14. Registrar shall market, promote and advertise theavailability of domain names within the .NA® ccTLD
and encourage the public at large to register the same
through Registrar’s Registrar Services; and5.15. Registrar shall not register domain names for their own
account, except for ordinary business use or marketing
purposes; andRegistrar Agreement v.2.58

5.16. Registrar shall establish procedures that permit Registrar’s customers to freely change registrars without
interruption in use of the assigned domain name; and5.17. Registrar acknowledges that there is no limit on thenumbers of registrars which NA-NiC may appoint or
accredit; and5.18. In order to be granted access to the Register, throughthe API, Registrar shall demonstrate to the satisfactionof the Register Operator business capabilities (including
human resources, management, communication, andinformation systems) that, in the Register Operator’s
judgment, are reasonably suited to provide the Registrar
secure, authenticated access to the Register through theAPI,or, at the sole discretion of NA-NiC, provide proof of:
5.18.1. Accreditation as Registrar with the Internet Corporation for Assigned Names and Numbers (”ICANN”); or
5.18.2. Accreditation as EPP capable Registrar with CoCCA;
or
5.18.3. Accreditation as EPP capable Registrar with certain
other Registries (as determined by NA-NiC in its sole
discretion from time to time);
and
5.19. Registrar shall enter into an agreement with Register
Operator setting out commercial terms, technical andoperational rules and shall comply with the terms andrules therein; and5.20. Registrar shall comply with the Council of Country CodeAdministrators’ (”CoCCA”) Registrar Code of Conduct,
which may be published and modified from time to time;and
5.21. If Registrar is accredited in terms of Clause 5.18.2. ofthis Agreement, Registrar shall meet the requirements
specified by CoCCA from time to time in relation to theminimum criteria which must be met and satisfied byan entity or person in order for that entity or person
to be accredited as registrar by CoCCA (”Accreditation
Criteria”); and5.22. Registrar shall promptly notify NA-NiC if Registrar
becomes aware at any time:
5.22.1. That Registrar has failed to comply with any clauseof this Agreement; or
5.22.2. That Registrar does not meet any of the Accreditation Criteria, if accredited in terms of Clause 5.18.2.
of this Agreement; or
5.22.3. That Registrar has failed to comply with the CoCCA
Registrar Code of Conduct; and5.22.4. Of any circumstance, fact or thing that affects Registrar’s ability to continue to meet the Accreditation
Criteria or CoCCA Registrar Code of Conduct or tocomply with any clause of this Agreement;
and5.23. Subject to clause 5.24. Registrar shall ensure that there
is no change of Effective Control of the Registrar without
the written approval of NA-NiC; and5.24. “Effective Control” shall mean,
5.24.1. in respect of a company incorporated pursuant to
the provisions of the Company Act (as amended):
5.24.1.1. control of a majority of the board of directorsof the Registrar; or
5.24.1.2. control of more than 50% of the voting rights
attaching to shares in the Registrar; or
5.24.1.3. control of the disposal of more than 50% of theissued share capital of the Registrar;
5.24.2. in respect of a close corporation registered pursuant
to the provisions of the Close Corporations Act (asamended):5.24.2.1. addition of one or more members to the Registrar;

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5.24.3. in all other cases
5.24.3.1. control as determined by NA-NiC; and5.25. Subject to clause 5.26. Registrar shall ensure that there
is no change in Persons with Significant Control (“PSC”)
of the Registrar
5.26. Person with Significant Control shall mean someone
who owns or controls the Registrar by way of holding
5.26.1. more than 25% of shares in the company (or membership in a close corporation); or
5.26.2. more than 25% of voting rights in the company; or
5.26.3. the right to appoint or remove the majority of theboard of directors;
5.26.4. in all other cases
5.26.4.1. control as determined by NA-NiC; and6. OWNERSHIP OF INFORMATION AND DATA. Registrar
agrees and acknowledges that NA-NiC shall own all database,compilation, collective and similar rights, title and interests
worldwide in any domain name database(s), and all information and derivative works generated from the domainname database(s) and that such domain name database may
include, without limitation,
6.1. the original creation date of domain name registration(s),6.2. the expiration date of domain name registration(s),6.3. the name, postal address, e-mail address, voice telephone number, and where available fax number of allcontacts for domain name registration(s),6.4. any remarks concerning registered domain name(s)that appear or should appear in the WHOIS or similar
information repositories, and6.5. any other information generated or obtained in connection with providing domain name registration services.
NA-NiC shall not have any ownership interest in a single
Registrant’s specific Registration Information outside of
NA-NiC’s rights in one or more domain name database(s).

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7. FEES. The fees payable in advance by the Registrar to NA-NiC
and/or the Register Operator may be varied from time to timeand are not refundable.
In the event of delinquent payment of fees NA-NiC mayarD

7.1. refuse to and/or instruct Register Operator not to accept
any further applications for domain name registration,
modifications or renewals from the Registrar;
7.2. give notice of termination of this agreement to theRegistrar; and7.3. pursue any other remedy available to it under thisagreement or at law.
7.4. terminate this agreement immediately
8. TERMINATION. Either Party may terminate this agreement
by giving the other Party 90 days notice without having tofurnish reasons for such termination.
NA-NiC may also terminate this agreement forthwith by
written notice upon the following events occurring:

8.1. if an administrator, liquidator, receiver or official manager shall be appointed to Registrar or if it shall enter
into any arrangement with its creditors; or
8.2. if Registrar assigns or purports to assign its interests
under this agreement without the consent in writing of
NA-NiC;8.3. if a payment made by or on behalf of Registrar results
in a chargeback for whatever reason; or8.4. if Registrar materially breaches the provisions of thisAgreement.
9. LIMITATION OF LIABILITY. The Registrar agrees that NANiC shall be under no liability to the Registrar in respect ofany loss or damage (including consequential loss or damage)which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied

Registrar Agreement v.2.58

pursuant to this agreement or in respect of a failure or omission on the part of NA-NiC to comply with its obligations
under this agreement.
10. DISCLAIMER OF WARRANTIES. Any condition or warranty
which would otherwise be implied in this Agreement ishereby excluded to the extent permitted by law.
11. SEVERABILITY. Both Parties agree that the terms of thisAgreement are severable. If any term or provision is declaredinvalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible toreflect the original intentions of the Parties, and the remaining terms and provisions will remain in full force and effect.
12. INDEMNITY. The Registrar shall at all times indemnify andhold harmless NA-NiC and its officers, employees and agentsfrom and against any loss (including reasonable legal costs
and expenses) or liability reasonably incurred or sufferedby any of those indemnified where such loss or liability wascaused by:
12.1. a breach by the Registrar of its obligations under thisagreement; or
12.2. any willful, unlawful or negligent act or omission of theRegistrar.
13. TRANSFER OR ASSIGNMENT. The Registrar agrees that it
may not transfer, assign or sub-contract this Agreement or
any of its obligations under this Agreement without the priorwritten consent of NA-NiC.
14. ENTIRETY. Both Parties agree that this Agreement is thecomplete and exclusive agreement between the Parties. This
Agreement supersedes all prior agreements and understandings, whether established by custom, practice, policy or
precedent, and any amendments or modifications require
the written form (or an electronic transaction in terms of
the Electronic Transactions Act, 2019 (“Act No. 4 of 2019”))and be signed by both of NA-NiC and the Registrar (or via anadvanced electronic signature in terms of Act No. 4 of 2019)(see section 18.).
15. CONFIDENTIALITY. A Party shall not, without the prior written approval of the other Party, disclose any information of
the other Party, in any material form or medium that is disclosed or communicated by or on behalf of a Party to the otherParty, or created, ascertained or derived by any of the Parties,
whether directly or indirectly, from any such information disclosed or communicated by or on behalf of a Party, including
without limitation the terms of this Agreement, and any information arising from or relating to the commercial or financial
activities, arrangements or position or any of the dealings,
transactions of affairs or the business of either Party, processes, instructions or any other information the other Party
considers confidential and makes the Party aware that it considers to be of that nature, including the form and medium inwhich that information is given, the unauthorized disclosureof which would embarrass, harm or prejudice the other Party(”Confidential Information”), except in circumstances where
it is legally compelled to do so. Each Party shall take all reasonable steps to ensure that its employees and agents, and any
sub-contractors engaged for the purposes of this Agreement,
do not make public or disclose the other Party’s Confidential
Information. Notwithstanding any other provision of thisclause, NA-NiC may disclose the terms of this Agreement to its
related companies, attorneys, auditors, insurers or accountants. Electronic mail sent to or from the address register@nanic.com.NA shall be considered Confidential Information.
16. CONFLICT OF INTEREST. Should a director of NA-NiC havea competing interest, clause 15. shall apply to that person.
Directors of NA-NiC have competing interests in an Accredited
Registrar, details will be provided upon request.
17. GOVERNING LAW. Both Parties agree that this Agreement
shall be governed in all respects by and construed in accordance with the laws of the Republic of Namibia. Both Parties
each submit to exclusive subject matter jurisdiction, personal
jurisdiction and venue of the the High Court of the Republicof Namibia, Windhoek, Namibia.
18. ELECTRONIC TRANSACTIONS ACT. Both Parties agree that

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18.1. this Agreement may be transmitted and stored in the
Portable Document Format (“PDF”) as data message(“data message”) in terms of Act No. 4 of 2019;18.2. adding a scanned signature to a data message constitutes
an advanced electronic signature in terms of Act No. 4
of 2019 (“advanced electronic signature”), provided
that the data message is accompanied by a GNU Privacy
Guard (“GPG”) signature file, which was created using
the key(s) described by the GPG Fingerprint(s) as set out
at the head hereof (“signed data message”);
18.3. this Agremeent may be executed by both Parties byadvanced electronic signature, in which case initiallingor witnessing is not required; andFor NA-NiC
Eberhard Wolfgang Lisse
Managing Director
Windhoek, 2023-05-06

ar
DRegistrar Agreement v.2.58

18.4. this Agreement constitutes an electronic transaction interms of Act No. 4 of 2019 (“electronic transaction”), if
it is transmitted as data message and signed with anadvanced electronic signature.
19. DOMICILIUM CITANDI ET EXECUTANDI. Both Parties
choose as domicilium citandi et executandi for purposes ofthis Agreement the addresses as set out at the head hereof.
20. SURVIVAL. Clauses 1., 5.12., 6., 9., 12., 15., 16., 17. and 18.
shall survive the termination of this Agreement.
21. NOTICES. Any notice to be given in terms of this Agreement
shall be given by signed data message to the email addresses
as set out at the head hereof and shall be deemed to have been
received on the day following the date of having sent same.

For the Registrar
Name:
Title:
Place:

Managing Director
Windhoek

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Date:

2023-05-06

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