GENERAL TERMS 

1.    Applicability.  This document and all attachments incorporated by reference forms the Tata Communications with Microsoft™ cloud solution Service Schedule (“Service Schedule").  To order the Services making up the Tata Communications with Microsoft cloud solution (“Solution”), the Parties must execute an Order Form that expressly incorporates: (i) this Service Schedule, and (ii) a General Terms and Conditions or Master Services Agreement document (“GT&Cs” or "General Terms").  The GT&Cs, Service Schedule, Order Form, and all other documents they incorporate by reference, constitute the “Tata Communications with Microsoft cloud solution Agreement” or “Solution Agreement”.  The Solution Agreement governs the delivery and Customer’s receipt of the Solution.  

2.    Definitions.  Capitalized terms used in this Service Schedule but not otherwise defined herein shall have the meanings given to them in the GT&Cs.  In this Service Schedule, references to “Supplier” means the Tata Communications entity supplying the Service in a given country, and references to “Customer” means the Customer entity that executed the relevant Order Form to receive the Services.

3.    Solution Description.  
3.1.    Services Forming the Solution:  Through this Solution, Supplier offers a suite of cloud-based Microsoft offerings identified below, which are integrated with Supplier connectivity services (“Connectivity”).  The Solution is made up of all the individual constituent Services offered by Supplier (each a “Service”) that Customer selects in the Order Form.  Supplier offers the following Services for inclusion in the Tata Communications with Microsoft cloud solution: (i) Hosted Skype for Business Enterprise Server Platform (“HSFB”), (ii) Self-Service Portal (available for HSFB only), (iii) Management & Monitoring Platform and Services including Customer accessible reporting dashboards (available for HSFB only), (iv) Managed Enterprise Connector (“MEC”), (v) Tata Communications with Direct Routing (“TCOM DR”) and associated management plans, and (vi) licensing through the Microsoft cloud solution Provider Program.  These Services are described in more detail below.  
3.2.    Features:  The Tata Communications with Microsoft cloud solution supports the following features: (i) managed and fully hosted high availability Microsoft Skype for Business Enterprise Server architecture with hardware redundancy, (ii) managed and fully hosted multiple instance virtually dedicated or physically dedicated environments to include data center equipment and services (rack & power, connectivity, installation labor, and server software), (iii) Network Management and Monitoring to include customer dashboards for visibility of services provided, (iv) Customer self-service portal for provisioning services and performing move, add, change or delete (“MACD”) functions, (v) active directory integration with Office 365 or on-premises customer deployments, (vi) mobility access and services for remote and travelling workers over public internet, (vii) 24/365 Tier 2 – 4 Support, and (viii) 99.99% data center uptime SLAs.  
3.3.    Service Options: Customer may select any of the following service options in the Order Form: (i) Global VPN Service, (ii) interconnectivity with Customer’s third-party supplier, (iii) Supplier's WAN Services, or (iv) Global SIP Connect Services.  Customer must select option i, ii, or iii in the preceding sentence.  For purposes of this Solution, the controlling Service Level Agreements shall be as set out in Annex A. Connectivity terms are set out in Addendums 1, 2, 3 and 4 posted on Supplier’s web page at:  https://www.tatacommunications.com/legal/terms-conditions/.  Supplier's WAN Services are governed by separate service schedules that must be referenced in the Order Form to become part of the Solution.
3.4.    Other Optional Features:  The HSFB Service also offers Customer the following optional features at additional cost: (i) persistent chat to create topic-based discussion (chat) rooms that persist over time, (ii) custom configuration of auto attendant and response group features, (iii) Fax features enabling users to receive incoming faxes in their Exchange mailboxes, and (iv) the deployment of front end server pools across 2 geographically dispersed sites for disaster recovery.
3.5.    Other Services:  By agreement between the Parties, the Solution may be sold with other Skype For Business supported services provided by Supplier that are not listed in Section 3.1 above (such as Contact Center, Customer Premise Equipment, Video Interoperability, and PBX Integration).  The provision of such other services shall require the Parties to adopt additional terms to govern such other services.  
3.6.    SLA and Service Credits:  For purposes of this Solution, the controlling Service Availability SLAs and Service Credits shall be as set out in Annex A.
4.  Ordering.  The Solution is made up of the constituent Services ordered by Customer in the Order Form.  The Order Form(s) also identifies the specific entities ordering the Solution in different countries as well as the Services, pricing, and billing information applicable to the Solution in such countries.  All Order Forms executed by Customer and accepted by Supplier are separate Agreements between Supplier and Customer entities executing the given Order Forms unless otherwise set out therein.
5. Customer Order Form Supplementation.  Supplier and Customer shall execute the initial Order Form.  Unless otherwise agreed in writing, Customer shall accept subsequent Supplementation (defined below) of such mutually executed Order Forms by execution of an Order Form Supplementation provided by Supplier, within such timeframe as Supplier may identify.  Any change Customer makes to an Order Form Supplementation shall be deemed a counteroffer that will not be effective unless and until acknowledged by Supplier in writing.  Order Form Supplementation shall include changing Service quantities, rates, or technical requirements.  Termination of individual Services by Customer, to the extent permitted under the Solution Agreement, may be accomplished by written notice to Supplier, such as by email.  
6.    Charges.  Customer agrees to pay Supplier the Non-Recurring (i.e., One-Time) charges (“NRC”) and Monthly Recurring Charges (“MRC”) (together, the “Charges") as detailed in the Order Form.
6.1      Application Layer MRC and NRC: For the Solution (exclusive of the Connectivity Options) as indicated on the Order Form, includes the: (i) one-time non-recurring charge, and (ii) monthly recurring charges.
6.2      Network Service Layer MRC and NRC: For the Connectivity Options as indicated on the Order Form, includes the: (i) one-time non-recurring charge, and (ii) monthly recurring charges.
6.3      Call Charges may be modified by Supplier on the anniversary of Customer’s acceptance of Service.  Regardless of the preceding sentence, if there is a material change in market and/or regulatory conditions, Supplier reserves the right to take necessary actions to conform to such changes, including increasing its Charges to or blocking certain destinations in which case Supplier shall provide to Customer a 3-day advance notice of such increases, or blocking of such destinations.
6.4      Notifications of changes in voice-related Charges not related to Domestic Voice Service, shall be sent from Supplier Authorized Rate Notification Sender to Customer Authorized Rate Notification Recipient (as specified on the Order Form) and/or may also be posted on Supplier's portal ("Portal").  
6.5      Customer acknowledges that Supplier has no control over how a foreign administration or third-party carrier establishes its own rules and conditions pertaining to telecommunications services.  As a result, numbering plan changes may occur and new destinations may be created.  If a new destination is created after Customer’s adoption of the Order Form(s), Supplier will set a default charge for that destination and use that charge to bill Customer.  Under these circumstances, advance notice to Customer may not be possible and the above notification would not apply.  
7.    Billing and Payment Terms.
7.1    Standard Billing Payment Option:  If Standard Billing option is selected by Customer, Supplier shall submit an invoice (“Invoice”) to Customer after the end of the applicable Billing Period, which shall include total charges for the applicable Billing Period and for any prior period for which appropriate charges were not invoiced.  Customer shall pay the Invoice amount to Supplier: (i) in the applicable Currency, (ii) by wire transfer or such other method as the Parties may agree in writing, and (iii) within the applicable Payment Period.  In no event shall Supplier be liable for the fraudulent or illegal use of the Services by any customers or end-users of Customer, or for any amounts that Customer is unable to collect from its customers, End Users or others (if applicable).  Any Invoice disputes must be submitted by Customer to Supplier within 45 days of the date of the relevant Invoice.
7.2    Prepay Billing Payment Option:  In order to receive Services under the Prepay Billing Payment Option, Customer must not have any open accounts payable to Supplier.  Before the commencement of any of the Services hereunder and for the Term of the Order Form, Customer may provide a Prepayment to Supplier as set out in the Order Form.  Supplier shall submit an Invoice to Customer after the end of the applicable Billing Period that shall include total charges for the applicable Billing Period and for any prior period for which appropriate charges were not invoiced, net of any prepaid amounts. Customer shall remit sufficient funds on a weekly basis to Supplier, during the Term, to maintain the Prepayment amount identified in the Order Form.
7.3    Payment Terms For Domestic Voice:  In addition to the billing terms above, where Customer receives Domestic Voice Services, Supplier shall submit an Invoice for actual usage in each country where Domestic Voice Services are provided to Customer after the end of the applicable Billing Period. The Invoice shall include total charges for the applicable Billing Period and for any prior period for which appropriate charges were not invoiced.
7.4    Credit Limit:  Customer (including any Affiliates) shall be subject to the aggregate credit limit (“Credit Limit”) set out in the Order Form. Supplier may at any time increase or decrease the Credit Limit by giving at least 10 days’ prior written notice to Customer. If at any time Supplier determines that the sum ("Accrued Liability") of (i) total invoiced amounts that remain unpaid, plus (ii) the unbilled but accrued usage of Customer, has exceeded the then current Credit Limit, Supplier may demand by written notice that Customer make an immediate payment to Supplier by electronic transfer (or such other method as agreed by the parties in writing) of such amount required: (i) to reduce Customer’s aggregate Accrued Liability to less than the Credit Limit, and (ii) to ensure that the Credit Limit shall not be exceeded prior to the next Invoice due date. Upon such demand, the demanded amount shall become immediately due and payable and Customer shall pay such amount within 24 hours of its receipt of such notice. If Customer fails to remit such payment when due, Supplier may, without further notice, immediately suspend and/or terminate any Service or the Solution.