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SERVICE ANNEX
<br />CLARO ENTERPRISE SOLUTIONS, LLC. UNIFIED COMMUNICATIONS AS A SERVICE (UCaaS)
<br />TERMS AND CONDITIONS OF SERVICE
<br />1.0. Service Description
<br />Unified Communications as a Service ("UCaaS" or "Service") is a set of
<br />enterprise communications features, such as IP telephony, collaboration,
<br />unified and instant messaging, SIP trunking, voice mail, and conferencing
<br />bundled into an integrated platform provided through a Cloud environment
<br />that enables our customers to meet their communication needs, without
<br />the need to invest in additional infrastructure.
<br />The services included in our UCaaS solution is accessible from connected
<br />devices including desktops, smartphones, and tablets keeping employees
<br />connected and increasing productivity.
<br />In addition, CES provides managed devices and service monitoring
<br />through our Network Operations Center. CES also offers customers a
<br />user web portal.
<br />UCaaS is available to Claro Enterprise Solution customers only for their
<br />own internal use. No resale is permitted.
<br />2.0. Minimum Period
<br />Each service ordered through an Order Form is effective as of the Service
<br />Commencement Date (as defined in the Agreement) for a term of thirty-
<br />six (36) months ("Initial Period'), and thereafter shall automatically be
<br />renewed for successive periods of twelve (12) months ("Renewal Period");
<br />provided, however, that CUSTOMER may terminate the Service at the
<br />end of the Initial Period of any Renewal Period upon providing forty-five
<br />(45) days' prior written notice to CES without accruing any penalty or
<br />termination fees. Any requests by CUSTOMER for Service disconnection
<br />shall be made pursuant to Section 11.0. of this Service Annex. For terms
<br />and conditions regarding termination of Service(s), please refer to the
<br />'termination" clause in the General Terms and Conditions of the
<br />Agreement. Expiration of the Term does not alleviate CUSTOMER of
<br />responsibility for paying all unpaid, accrued charges due hereunder.
<br />If CUSTOMER chooses to cancel the Service before the end of the then -
<br />current term for its convenience at any time after Order Acceptance then,
<br />in lieu of those set forth in Section 8.3 of the General Terms and
<br />Conditions„ the following disconnection fees will apply: (a) if CUSTOMER
<br />terminates during the first twelve (12) months of the thirty-six (36) month
<br />Initial Period, CLARO ENTERPRISE SOLUTIONS will bill and
<br />CUSTOMER agrees to pay one -hundred percent (100%) of the remainder
<br />of that first twelve (12) months, or (b) if CUSTOMER terminates during
<br />months thirteen (13) through twenty four (24) of the Initial Period, CLARO
<br />ENTERPRISE SOLUTIONS will bill and CUSTOMER agrees to pay one -
<br />hundred percent (100%) of the remainder ofthat twelve (12) month period,
<br />or (c) if CUSTOMER terminates during months twenty five (25) through
<br />thirty six (36) of the Initial Period, CLARO ENTERPRISE SOLUTIONS will
<br />bill CUSTOMER agrees to pay one -hundred percent (100%) of the
<br />remainder of that twelve (12) month period; or (c) if CUSTOMER
<br />terminates during any Renewal Period, CLARO ENTERPRISE
<br />SOLUTIONS will bill and CUSTOMER agrees to pay (100%) of the
<br />remainder of such Renewal Period.
<br />3.0. RFS Date-, Order changes rior to RFS Date•
<br />3.1. CUSTOMER shall place orders using the CES order process and
<br />prescribed Order Forms.
<br />3.2. Requested Service Date(s) recorded on the Order Form do(es) not
<br />serve to establish the Ready For Service date ("RFS Date"), rather
<br />CUSTOMER and CES, will mutually agree upon an RFS Date for each
<br />service and location following Order Acceptance. The mutually agreed
<br />RFS date for provisioning is based on the Order Acceptance date. If
<br />CUSTOMER is solely responsible for a delay in an RFS Date,
<br />CUSTOMER will be liable to CES. for any additional costs incurred by
<br />CES, and CES will amend the RFS Date to account for CUSTOMER -
<br />caused delay. If third parties or an event of force majeure are solely
<br />responsible for a delay in an RFS Date, or if CUSTOMER, CES and/or
<br />third parties are jointly responsible for a delay in an RFS Date, the project
<br />managers for CES and CUSTOMER will amend the RFS Date to a new
<br />jointly agreed date. Prior to the mutually agreed RFS Date for a Service
<br />site address, CUSTOMER may, upon prompt written notice to CES,
<br />postpone the scheduled RFS Date for that location. If CUSTOMER
<br />postpones any RFS Date for more than fifteen (15) days beyond the
<br />original RFS Date, then the sixteenth (16th) day following the original RFS
<br />Date shall be deemed the Service Commencement Date and CES shall
<br />commence billing for the Service.
<br />3.3. CES and CUSTOMER agree to mutually develop UCaaS project
<br />implementation plan that will include all service details and specifications
<br />regarding project initiation, planning, execution, control, and closing. This
<br />project implementation plan shall include detailed tasks that are the
<br />responsibility of each of CES and CUSTOMER.
<br />3.4. CUSTOMER acknowledges that CES will commence provisioning of
<br />CUSTOMER's order for Service in reliance upon CUSTOMER's
<br />commitment to the Service. Change orders submitted by CUSTOMER
<br />after Order Acceptance, but prior to the RFS Date, may subject
<br />CUSTOMER to implementation delays, fees, and charges if the change
<br />order is accepted by CES and the request involves a physical change to
<br />the Service or a third -party provider. All such fees, if any, shall be
<br />disclosed to the CUSTOMER.
<br />4.0. Service Commencement Date CUSTOMER -re nested Chan es
<br />to the Servi:ce
<br />AsJ after the Service Commencement Date
<br />4.1. On or before the RFS Date, or any amended RFS Date, CES will test
<br />the Service at each site and declare its availability for CUSTOMER use.
<br />The Service Commencement Date for each Service order will be the date
<br />upon which CES notifies CUSTOMER by means of a Completion Notice
<br />that the Service is available for CUSTOMER's use, unless CUSTOMER
<br />notifies CES within forty-eight (48) hours of its non-acceptance on the
<br />basis that the agreed technical specifications for the Service have not
<br />been met. In that case, further tests of the Service will be conducted and
<br />a new Service Commencement Date will be agreed upon,rop vided that
<br />any use by CUSTOMER of a Service for other than testing purposes
<br />following notice of non-acceptance will be deemed to constitute
<br />acceptance of that Service.
<br />4.2. CUSTOMER's requested changes after the Service
<br />Commencement Date. Unless expressly indicated otherwise in the quote
<br />provided by CES and reflected in the Order Form, any material moves,
<br />V.10.22 CLARO ENTERPRISE SOLUTIONS, LLC - PROPRIETARY
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