Endpoints means the software instances or devices that are enabled by the Service to access UC Services;

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1 1. SERVICE DESCRIPTION Interoute s Cloud Hosted Unified Communication Services (UCaaS) provide voice, video, instant message and presence communication amongst Customer offices and external locations. Hosted on Interoute s Virtual Data Centre Platform these are scalable, flexible, and resilient services with Microsoft certified SIP trunking and video room integration, all supported by Interoute s high capacity, low latency pan-european next generation network. 2. DEFINITIONS Endpoints means the software instances or devices that are enabled by the Service to access UC Services; End User means the actual end user of the Service; Federation - means a way to extend all of the communications capabilities of Lync using Internet Protocol based networking to other Lync instances; Interoute One means Interoute s SIP Trunking service that provides access to PSTN for outbound calls as well as inbound access to any telephone numbers purchased and provided for users of the Service; Interoute Virtual Data Centre Platform consists of the components that support the creation of a virtual data centre environment (that is virtual machines, storage and connectivity) by the Customer. The Interoute Virtual Data Centre Platform includes the host switching, network, computing, storage, servers and hypervisors; Interoute s Lync-to-Video Platform means service that enables Lync clients to connect to Interoute s Video Platform providing access to continuous presence virtual meeting rooms and the ability to meet other Lync users or external non-lync video endpoints in these rooms; Interoute s Video Platform means a cloud hosted platform that provides point-to-point and multi-point video conferencing for communication between both the Endpoints and external locations; Order means a Purchase Order or an order created through an Interoute website; UC Service or UCaaS or Service means Interoute s Cloud Hosted Unified Communication Service; Virtual Machine is a Licensed Software implementation of a physical server or machine managed by the Customer. Any other capitalised terms have the meaning set out in Schedule SERVICE TERMS The Service is a resilient, dedicated per Customer UCaaS environment hosted on an Interoute Virtual Data Centre Platform including Interoute One and Federation to Interoute s Lync-to-Video Platform. The Customer shall be allowed to select the data centre location of the Interoute Virtual Data Centre Platform implemented in various locations to host the Service Licensing and Service Provider License Agreements (SPLA) Interoute has partnered with Microsoft as a service provider under the relevant Microsoft usage based SPLA programs to provide Licensed Software to the end customers. The Service is integrating different service components and unless otherwise specified, the charges for Licensed Software shall be included within the Monthly Charge. The applicable software licenses are treated as monthly rentals of Licensed Software. Within thirty (30) days of the termination of the Service, the Customer shall remove all copies of the Licensed Software from Customer s or the End User s devices or otherwise render the Licensed Software permanently unusable and ensure that all copies of the Licensed Software is returned or destroyed. Where Interoute provides licensing under page 1 of 6

2 a SPLA, the license granted to the Customer is subject to the terms and conditions of the SPLA, which is provided to the Customer by Interoute in Appendix 1 of this document. Any additional Licensed Software shall be defined in the Technical Design Service Network Requirements a. The Customer shall ensure that all routers and local switches are configured, in accordance with Interoute s recommendation, for UC Service including video communication. Unless expressly stated otherwise in the Order, the Customer shall be responsible for establishing and maintaining a LAN, WAN connection, VPN or prioritized internet to the minimum agreed bandwidth according to Interoute s recommendation, between the Customer s network and Interoute Network. Interoute might request such configuration and setup is done if the Service faults could be attributed to the Customer not complying with such recommendations. b. The Customer agrees that the End User License Agreement (appended hereto or otherwise provided to the Customer) shall govern the Customer s access to and use of the Licensed Software provided with the Service. The Customer acknowledges that downloading, installing or using the Licensed Software provided with the Service constitutes acceptance of the End User License Agreement. c. If requested by any third party Licensed Software provider, the Customer shall provide the third party Licensed Software provider with serial number(s) and enable the third party Licensed Software provider to perform an inventory review of the Customer s installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. d. If requested by the Customer, and for an additional Charge, Interoute shall demonstrate the Service to the Customer or alternatively hold training for end-users making them familiar with the Service and its functions as detailed in relevant Order Service Desk Interoute shall make available a service desk support for Service Availability and Licensed Software management issues 24 hours a day, 7 days a week, 365 days per year, in the English language. This service desk does not offer Microsoft Product or end-user support. 4. CHARGES 4.1. Licensed Software Audit Interoute will perform audits on Licensed Software used for Service by Customer and if audited usage exceeds that commercially agreed in the Order, Interoute reserves the right to increase the Charges to cover audited license usage for remainder of the Term. 5. SERVICE LEVEL AGREEMENT Interoute shall provide the Customer with Service Credits (where applicable), as set out below, for the failure to meet the Service Levels. Subject to the applicable Service Level, the Customer shall be eligible for a credit when the relevant Service fails to meet stated Service Levels. 5.1 Service Levels Service Levels are defined for the following Service performance measurements: a. Service Availability b. Licensed Software Management page 2 of 6

3 5.2 Service Availability A Service is Available ( Availability has a corresponding meaning) when the Service is accessible by any Endpoint. The Service is Unavailable when the Service cannot be accessed by all Endpoints, including any Endpoints used by Customer Service Centre. The time for which the Service is Unavailable is measured from when such an issue has been reported and a trouble ticket ID has been registered with Interoute, until Interoute has corrected the problem and closed the related trouble ticket. Interoute is responsible for reporting to the Customer when the problem has been corrected. The following equation will be used to calculate Service Availability. References to hours are to the number of hours (rounded to nearest hour) in the applicable Monthly Review Period: (Total hours per month Total hours Unavailable per month) Total hours per month x 100 a. Interoute shall use reasonable endeavours to ensure that the Services are available for 99.99% of the time. b. Where Service Availability falls below 99.99% during any Monthly Review Period, the Customer shall be entitled to Service Credits on the applicable Monthly Charge for the relevant Service as follows: Service Availability during Monthly Review Period Service Credits as % of Monthly Charge <99.99%-99.5% 2% 99.49%-98% 10% 97.99%-95.0% 30% <95% 50% 5.3 Licensed Software Management Interoute shall be responsible for providing Licensed Software updates to the UC Service hosted in the Interoute Virtual Data Centre Platform. Minor updates such as builds or patches will be undertaken at Interoute s sole discretion. Major updates that typically have new features will be implemented as standard in a second instance running in parallel to existing service instance for an additional charge equivalent to the monthly contracted charge for Service for a minimum period of one month over the term of the update process. Following request or agreement from Customer to update to a later Licensed Software version after its general availability Interoute will implement the updated Licensed Software as a second instance hosted in the Interoute Virtual Data Centre Platform within three (3) months as long as Interoute is not aware of any negative Service affecting issues from such an updates. Once the Customer accepts the updated Service instance Interoute will cease the previous Service instance. The Customer will pay charges over the major update deployment for both instances at the contracted rate for the term of the upgrade process. page 3 of 6

4 5.4 Limitations to Payment of Service Credits a. Exclusions of Service Credits are set out in clause 9.6 of Schedule 1. Furthermore, lack of Availability/Performance related to any of the below shall not be measured by the Availability/Performance model as set out in Clause 5.2 above: - The Customer not following the Interoute recommendation for network connectivity; - Errors in network connectivity; - Actions by a third party and its employees that are outside of Interoute s control. For example interruptions in power supply or similar; - Any default, act, omission or negligence by the Customer arising from the Customer s use of the Microsoft Active Directory database; - Any deletion of activity logs on the Microsoft Active Directory database by the Customer; - When Customer raises a ticket but on investigation by Interoute no lack of Availability was found; - Chosen delays in trouble shooting or repairs by the Customer; - If Customer asks for testing where errors cannot be found. b. In respect of any Monthly Review Period, the total amount of any Service Credit payable in relation to any Service Level breach shall not exceed 50% of the Monthly Charge for the Services provided in the applicable Monthly Review Period. 6. SERVICE CANCELLATION In addition to the early cancellation provisions in Clause 6 to Schedule 1, if all or part of the Service is cancelled prior to the Ready For Service Date, the Customer shall be liable for any non-refundable third party costs and a percentage of the Service Installation Charge, according to the following schedule: Number of Working Days before Ready For Service Date Customer liability as % of Installation Charge 0 to 1 days 100% 2 to 5 days 90% 6 to 10 days 70% 11 or more days 50% 7. FAULT REPORTING AND MANAGEMENT 7.1. Fault Handling Any suspected faults should be reported to the Customer Service Centre using the procedures detailed in the Service Handover Document, to be provided on the Ready for Service Date. When reporting a fault, the Customer must identify their unique Customer reference number and should identify the affected Service and provide details of the fault. The Customer will have access to all trouble tickets via the Interoute Hub. page 4 of 6

5 7.2. Fault Duration All faults recorded by the Network Management System will be reconciled against the corresponding fault ticket raised by the Customer Service Centre. The exact fault duration shall be calculated as the elapsed time between the fault being reported to the Customer Service Centre and the time when the Service is restored Planned Outages Planned Outages may be required on the Interoute Network and the Interoute Virtual Data Centre Platform, including associated hardware and/or Licensed Software for scheduled network maintenance and upgrade activities. Save in the case of emergency, Interoute will affect such outages in accordance with the Operation and Maintenance clause in Schedule 1. page 5 of 6

6 APPENDIX 1 - Services Provider License Agreement (SPLA), End User Agreement requirements Where Interoute provides for the use of Microsoft software (and any included documentation) for services within the Virtual Data Centre platform (the Services) you, as the End User, agree, by such usage, to the following terms and conditions - as required by the Microsoft Corporation: Removing, modifying or obscuring any copyright, trademark or other proprietary rights notices that are contained in or on the Microsoft software is prohibited. Reverse engineering, decompiling, or disassembling the Microsoft software is prohibited, except to the extent that such activity is expressly permitted by applicable law. Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages, whether direct, indirect, or consequential, arising from the Services. Any technical support provided for the Microsoft software may be by arrangement between Interoute (and / or third parties) and the End User Microsoft or its suppliers do not automatically provide support for the Microsoft software. The Microsoft software is protected by copyright and other intellectual property rights laws and international treaties it is not permitted to access, run, install, maintain, distribute or otherwise use or interact with the Microsoft software outside of the Services. Upon request, Interoute is required to disclose the name and address of an End User consuming 1000 or more per month, solely in Microsoft software usage; notice of any such disclosures will be provided in advance. The Microsoft software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. It is prohibited to use the Microsoft software in any application or situation where the Microsoft software s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ( High Risk Use ). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilization of the Microsoft software for administrative purposes, to store configuration data, engineering and / or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function. Use of the Microsoft software indemnifies and holds harmless Microsoft from any thirdparty claim arising out of the use of the Microsoft software in connection with any High Risk Use. page 6 of 6