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Business Services Schedule (BSS) v2025.10

Effective Date: October 7, 2025 | Supersedes: any prior business schedule or “TSA Signatories” terms

A. Application & Precedence
This BSS applies to Business Customers and forms part of the Master Terms of Service. If there is a conflict: (1) a signed Telecommunications Services Agreement (TSA) controls to the extent it expressly overrides; then (2) this BSS; then (3) any SLA; then (4) the Master Terms of Service. Capitalized terms have the meanings in the Master Terms unless defined here.
A.1 Cross‑References. This Schedule incorporates TOS Section 1.7 (Interpretation; headings; cross‑references; applicability to Schedules/Policies). Any cross‑reference in this Schedule (including to the Master Terms, any SLA, or another Schedule/Policy) will be interpreted in accordance with TOS Section 1.7, such that if a number and title conflict, the title governs, and references include successor sections. All cross-references to TSA or TSA Addendum terms (including Service Term durations) shall be interpreted per TOS Section 1.7, incorporating the then-current versions and resolving by title if discrepancies arise.

B. Key Definitions (business-specific)

  • Adapter/Gateway means analog telephone adapter(s) or TDM–IP gateway(s) used to interwork Legacy Equipment with Modernized Services.
  • Addendum Date means the date ascribed to it in the TSA Addendum.
  • Baseline MRC means, for a Service, the average of the highest three (3) monthly recurring charge billings for that Service in the prior twelve (12) months (or life-to-date if shorter).
  • Change-Down means any Customer-initiated reduction that lowers recurring billing during a committed Service Term (including disconnections, quantity reductions, feature downgrades, or migration to lower-priced alternatives).
  • CPE means Customer premises equipment used with the Services, whether owned by Diallog or Customer.
  • Legacy Services means copper POTS, T1/PRI, traditional business lines, and other legacy access/voice platforms.
  • Modernized Services means SIP Trunking, Hosted PBX/VoIP, or other current-generation services delivered over Internet/Ethernet/FTTP or equivalent.
  • Price Book means Diallog’s then-current schedule of usage and destination rates (international, premium, satellite, etc.).
  • Renewal Term means the one (1) year renewal period described in this Schedule unless otherwise stated in an order.
  • RMA (Return Merchandise Authorization) means a reference number or process issued by Diallog authorizing the return of Company-owned equipment or hardware, typically following Service termination, replacement, or repair.
  • Service Term means the committed duration for a Service beginning on activation of the last item in the initial order (or as otherwise specified).
  • Term means the total duration of time during which these Terms of Service are in effect. The Term commences on the Commencement Date and encompasses the Service Term and any Renewal Term(s) as defined below. The Term shall continue until the TSA has expired or is terminated.

C. Term, Renewal & Notice
C.1 Service Term. Each Service runs for its Service Term. If multiple Services are on one order, the Service Term begins when the last Service on that order is activated (as deemed accepted under Section 5.6 (Acceptance & Billing) of the TOS), or as otherwise determined by Diallog if delays in activation are attributable to Customer (e.g., site readiness issues under Section 5.1 (Customer Cooperation & Site Readiness)).
C.2 Renewal. Unless either party gives at least 120 days prior written notice (in a form approved by Diallog, such as via the Contract Request Form) before the end of the Service Term (or current Renewal Term), the Service renews for one (1) year. For Service Terms of 12 months or less, the notice period is 90 days. Diallog will endeavour to provide a courtesy reminder notice via email or invoice insert approximately 150 days (or 120 days for Service Terms of 12 months or less) prior to the end of the Service Term or Renewal Term, informing you of the upcoming renewal and options for renegotiation; however, failure to provide or receive such a reminder does not in any way invalidate or affect the automatic renewal, and you remain responsible for monitoring and complying with the notice requirements under these Terms. Notices must be from an authorized signing authority and verifiable per TOS Section 3.10; invalid or unverifiable notices trigger automatic renewal. If notice is late or insufficient but you request non-renewal, Diallog may, at its sole discretion, impose a processing fee equal to one (1) month’s MRC as liquidated damages for administrative costs, or waive it upon renegotiation of Services (e.g., new TCV or extension). Diallog may accept shorter notice as a goodwill gesture, such as in connection with renegotiation or renewal of Services. Automatic renewals are subject to an increase of ten percent (10%) over the prior term’s Monthly Recurring Charges (MRCs), although actual pricing adjustments may vary.
C.2 Renewal (with operational explanation and 10 % guideline)Unless either party gives at least one hundred and twenty (120) days prior written notice (in a form approved by Diallog, such as via the Contract Request Form) before the end of the Service Term (or current Renewal Term), the Service renews for one (1) year. For Service Terms of twelve (12) months or less, the notice period is ninety (90) days. Diallog will endeavour to provide a courtesy reminder notice via email or invoice insert approximately one hundred fifty (150) days (or one hundred twenty (120) days for Service Terms of twelve (12) months or less) prior to the end of the Service Term or Renewal Term, informing you of the upcoming renewal and options for renegotiation; however, failure to provide or receive such a reminder does not in any way invalidate or affect the automatic renewal, and you remain responsible for monitoring and complying with the notice requirements under these Terms. Notices must be from an authorized signing authority and verifiable per TOS Section 3.10; invalid or unverifiable notices trigger automatic renewal. If notice is late or insufficient but you request non-renewal, Diallog may, at its sole discretion, impose a processing fee equal to one (1) month’s MRC as liquidated damages for administrative costs, or waive it upon renegotiation of Services (e.g., new TCV or extension). Diallog may accept shorter notice as a goodwill gesture, such as in connection with renegotiation or renewal of Services.
Renewal Pricing Guideline. As a guideline, automatic renewals are subject to an increase of approximately ten percent (10 %) over the prior term’s Monthly Recurring Charges (MRCs), although actual adjustments may vary. Diallog may provide notice of any different rate adjustment prior to renewal.
Termination Period (Non-Contractual Overview). Termination of Diallog’s telecommunications services require coordination with multiple upstream carriers and network partners to port numbers, release facilities, and update routing records. These processes involve third-party timelines and industry cutover windows. The 120-day notice period helps ensure orderly disconnection, accurate billing, and a smooth transition.
C.3 How to give notice. Notice may be delivered per Section 12 (General Provisions) of the Master Terms; email to the legal/billing contacts you designate is acceptable.

D. Pricing, Re-rating & Legacy Surcharges
D.1 Price changes. Price changes and re-rating follow Section 4 (Charges, Billing, Payment & Changes) of the Master Terms.
D.2 Legacy Service economics. Where Legacy Services continue (including under Section 5 (Provisioning, Service Changes, and Modernization)), Diallog may apply a Legacy Service surcharge or re-rate to reflect underlying carrier increases and elevated support costs. A surcharge or re-rate may be greater than, equal to, or less than any underlying provider increase.
D.3 Price Book & usage. Long-distance, international, premium, satellite and other usage-rated charges follow Diallog’s Price Book as amended from time to time under Section 4 (Charges, Billing, Payment & Changes) of the Master Terms

E. Minimum Monthly Commitments (MMC)
E.1 If an MMC applies, you will pay the greater of (a) actual monthly billing for the applicable Services, or (b) the MMC.
E.2 If actual billing is below the MMC in a month, the difference is billed as an MMC shortfall.
E.3 MMCs are measured per the scope stated in the order (per Service, per site, or aggregate).

F. Change-Down (Decreases in Recurring Billing Mid-Term)
F.1 Make-whole rule. If you implement a Change-Down during the Service Term, you will pay the Make-Whole Charge, calculated as the greater of:
(a) the MMC shortfall projected for the remaining months of the Service Term; or
(b) (Baseline MRC − New MRC) × remaining months for the affected Service(s).
F.2 Usage-based Services. For usage-based Services, the “MRC” component uses the average of the highest three (3) usage billings (converted to an equivalent MRC if needed).
F.3 Modernization exception. Where the Change-Down arises from Diallog-recommended Modernization to a Substantially Equivalent Service under Section 5 (Provisioning, Service Changes, and Modernization), Diallog may, at its discretion, waive or reduce the Make-Whole Charge in whole or in part and may offer promotional credits tied to the Modernized Service.
F.4 No double recovery. Any Make-Whole Charge is net of any ETF for the same item (i.e., you do not pay both on the same units for the same period).

G. Early Termination (Business Services)
G.1 Customer early termination or termination for breach. If you terminate a Business Service early (or Diallog terminates for your breach), you will pay, as liquidated damages and not a penalty: (a) 100% of the remaining MRC for the terminated Service(s) for the remainder of the Service Term (pro-rated for any partial month); plus (b) any unpaid usage, MMC shortfalls, CPE balances or rentals, waived/discounted NRCs, promotional credits claw-back, port-out/de-install charges, and other reasonable recovery costs. If the TSA or related documents are lost or unlocatable, fees will be based on reconstructed terms per TOS Section 12.17 (Handling of Lost or Unlocatable Agreements), using Diallog’s records as evidence. Diallog may, at its sole discretion, waive or reduce any such liquidated damages or costs as a goodwill gesture, such as in connection with early termination resolution or renegotiation of new or upgraded Services (e.g., trading for new TCV). Any waived/reduced fees, credits, or gestures may be clawed back if the account enters default or terminates early within six (6) months.
G.2 No termination for convenience by Customer unless expressly allowed in an order.
G.3 Termination by Diallog for convenience. If Diallog terminates a Service for convenience (i.e., not for your breach), we will provide reasonable notice and issue a pro-rata credit/refund of prepaid recurring charges for the discontinued portion; no other amounts are owed.
G.4 Usage-Based Services ETF Calculation. For Services that are primarily or partially usage-based (e.g., long-distance, international calling, bandwidth overage, SMS/MMS, or other per-use/per-minute/per-event charges under Section 4.3 (Long-distance (domestic, North American, international) & other usage-rated charges) of the Master TOS), the early termination fee under G.1(a) will incorporate usage components as follows:
(a) Baseline MRC Derivation. The “MRC” for the affected Service(s) will be calculated as the average of the highest three (3) monthly billings for that Service in the prior twelve (12) months (or the full life-to-date if shorter than twelve months). This average includes all usage-based charges billed in those months, converted to an equivalent MRC if needed. If the Service has an MMC, the baseline will not fall below the MMC level.
(b) Integration with MMC Shortfalls. Where an MMC applies, any projected shortfalls for the remaining months of the Service Term (based on the baseline MRC derived above) will be added to the fee under G.1(b) as “Unpaid Usage.”
(c) No Speculative Projection. The calculation uses historical averages only and does not project hypothetical future usage beyond the baseline method described. Past unpaid or under-billed usage remains due per Section 4.7 (True-ups; previously unbilled charges) of the Master TOS.
(d) Mixed Fixed and Usage-Based Services. Where a Service includes both fixed MRC and usage-based components, the baseline MRC will aggregate both, and the fee will be calculated holistically under G.1. This provision prevents avoidance of fees through reduced usage prior to termination and ensures equitable recovery. Diallog may, at its sole discretion, waive or reduce any such fees as a goodwill gesture, such as in connection with early termination resolution or renegotiation of new or upgraded Services.

H. CPE (Ownership, Rental, Finance) & Returns
H.1 Ownership models.
(a) Diallog-owned/rental. Title remains with Diallog. You must use, care for, and return the equipment per instructions.
(b) Customer-owned. You are responsible for compatibility, configuration, maintenance, and replacement.
(c) Financed/Amortized. Title transfers to you only upon full payment of all installments and obligations. Until then, equipment remains Diallog property; you grant Diallog a security interest to secure amounts owed (where permitted by law).
H.2 Loss/damage. You are responsible for loss, theft, or damage to Diallog-owned or financed CPE at replacement value.
H.3 Returns. On Service termination or swap, you must return Diallog-owned CPE within fifteen (15) days in good condition (ordinary wear and tear excepted) or pay replacement value plus reasonable handling/shipping.
H.4 RMA & support. RMAs and advanced replacements follow posted procedures. Managed CPE support levels, if any, are defined in the order or an SLA.
H.5 Adapters/Gateways. Where Legacy Equipment requires interworking, you will procure Adapters/Gateways from Diallog (or as approved by Diallog). Related charges may be one-time, recurring, or financed, and do not shorten the Service Term.

I. Project Work, Cutovers & Changes
I.1 Professional services. Design, engineering, implementation, and migration work outside standard install may be billed at time-and-materials with change orders.
I.2 Site readiness & missed windows. If a cutover cannot proceed due to site readiness, access, or third-party delays within your control, Diallog may charge missed-cut or dispatch fees and reschedule to the next available window.
I.3 Expedites. Expedited intervals, where available, may carry expedite charges.
I.4 Additional, Replaced, or Moved Services via Addendum. Any order for additional Services, replacement of existing Services, or a Move shall be executed by way of a TSA Addendum (incorporating an Addendum Service Order). Unless you indicate in writing at the time that you do not wish to execute a TSA Addendum, the Addendum will apply, and the Service Term (as defined in the original TSA) will apply to all Services (existing, additional, replaced, or moved) commencing on activation of the last item in the Addendum Service Order. Diallog may, at its sole discretion, waive or adjust application of the Service Term as a goodwill gesture.

J. SLAs (If Provided)
J.1 Any SLA credits are the sole and exclusive remedy for covered outages and apply only as stated in the SLA and Section 8 (Warranties, Liability & Indemnities) of the Master Terms.
J.2 SLA metrics exclude events listed in Section 6 (Service Levels, Maintenance & Force Majeure) of the Master Terms (e.g., Force Majeure, Upstream Provider events, Customer CPE issues).

K. International, Premium & Special Destinations
K.1 Rates. Outbound rates to international, premium, satellite and similar destinations are as per the Price Book, subject to change under Section 4 (Charges, Billing, Payment & Changes).
K.2 Blocking. Diallog may block or rate-limit high-risk destinations by default; enablement at your request shifts full responsibility for all resulting charges to you.
K.3 Analytics/labeling. Caller analytics, reputation and labeling are not guaranteed; mitigation steps may be required per Section 10 (Numbering, Porting & Directory Listings) of the Master Terms

L. Billing & Security Instruments
L.1 Interim invoices & accelerated payment may be required under Section 9 (Credit, Deposits & Fraud Controls) of the Master Terms.
L.2 Deposits, letters of credit, prepayment, and card-on-file may be required or adjusted under the Master Terms.
L.3 Diallog may charge any payment method on file for amounts due, including interim invoices, consistent with Section 9 (Credit, Deposits & Fraud Controls).

M. Modernization Economics (Tie-In)
M.1 Pricing levers. For Modernization under Section 5 (Provisioning, Service Changes, and Modernization), Diallog may: (a) charge for Adapters/Gateways and related professional services; (b) apply a Legacy Service surcharge or re-rate while Legacy Services persist; and/or (c) offer migration credits or promotions conditioned on timely cutover.
M.2 Term & renewals. Modernization does not shorten the existing Service Term. Any extension or new term will be as stated in the applicable order or addendum.

N. Contract Requests, Execution, and Authority Changes
N.1 Requests for Copies of TSA or Contractual Documents. In the event you request a copy of your TSA or other contractual documents, the following provisions apply: (i) we will provide a copy where available; a retrieval fee may apply (disclosed in advance); (ii) you must first complete and return to Diallog our Contract Request Form which we may be utilizing at that time and which Diallog will provide to you for completion (including any evidence you hold to aid reconstruction per TOS Section 12.17 (Handling of Lost or Unlocatable Agreements)); (iii) Diallog generally archives contractual documents after a period of three (3) years and Diallog shall be entitled to charge you an archive-reversal fee, at our discretion, to retrieve any such archived documentation for you. Diallog will inform you of the charge at the time and obtain your consent to the charge prior to undertaking a search in our archives. If documents are unlocatable, we may provide a reconstructed summary per TOS Section 12.17 (Handling of Lost or Unlocatable Agreements); you agree to cooperate and accept it as binding absent clear contrary evidence.
N.2 Execution of Addendums and Documentation. If you choose to execute a TSA Addendum or any other documentation, as the case may be, you shall be solely responsible for ensuring that an authorized signing officer of yours has executed the TSA Addendum or other documentation, and Diallog shall be entitled to rely on such executed documentation as genuine.
N.3 Authority Changes and Forms. Any changes to signing authority, ownership, or account details must be submitted in writing via Diallog’s approved forms (e.g., Change of Information Form or Additional Signing Authority Form), including supporting documentation (e.g., corporate registry, resolution, or ID proof). You represent that submitters are authorized and agree that submission recommits you to these Terms (including auto-renewal and Service Term). Forms must be verified per TOS Section 3.10 (Identity Verification for Support); unverified requests will be denied. Diallog may update your account in real-time upon approval but assumes no liability for disputes arising from changes.

O. Survival; Interpretation
O.1 Survival. Obligations relating to MMC, Change-Down, ETFs, CPE recovery, and unpaid charges survive termination, as do any disputes, reconstructions per TOS Section 12.17 (Handling of Lost or Unlocatable Agreements), or collections actions (including credit bureau reporting for unpaid fees). Unpaid amounts post-termination accrue interest per TOS Section 4.5 (Payment terms; interest; fees; chargebacks) and may be reported to credit agencies without further notice.
O.2 Examples. Any examples in this Schedule are illustrative; the formulas control.

Annex A — Calculation Examples (Illustrative Only)
1. Change-Down (recurring reduction mid-term)
Baseline MRC: $500/month (avg. of highest three months).
New MRC after Change-Down: $300/month.
Months remaining in Service Term: 10.
MMC: $450/month.
Make-Whole Charge = greater of:
(a) MMC shortfall × remaining months = ($450 − $300) × 10 = $1,500;
(b) (Baseline MRC − New MRC) × remaining months = ($500 − $300) × 10 = $2,000.
Charge: $2,000.
2. Early Termination (disconnect mid-term)
Remaining months: 8.
Current MRC: $400/month.
Unreturned Diallog-owned CPE (replacement value): $750.
Waived install NRC at start: $600.
ETF base = 100% remaining MRC = $3,200.
Add claw-backs/other: $600 (waived NRC) + $750 (CPE not returned) = $1,350.
Total early-termination charges: $4,550, plus any final usage and unpaid charges.
3. Early Termination (usage-based service only) Service: International long-distance plan (purely usage-based, no fixed MRC). Baseline from highest three months: $300, $250, $400 (average = $316.67/month). MMC: None. Months remaining: 6. ETF base = 100% remaining baseline MRC = $316.67 × 6 = $1,900. Add other items: $0 (no CPE or waived fees). Total early-termination charges: $1,900, plus any final unpaid usage through termination date.
4. Early Termination (mixed fixed and usage-based service) Service: SIP Trunking bundle with fixed base MRC of $200/month plus usage-based long-distance/overcalls. Baseline from highest three months (including usage): $450, $500, $475 (average = $475/month; this aggregates fixed $200 + variable usage averaging $275). MMC: $400/month. Months remaining: 9. ETF base = 100% remaining baseline MRC = $475 × 9 = $4,275. Projected MMC shortfalls: Since baseline > MMC, $0 (but if baseline were $350, shortfall would be ($400 – $350) × 9 = $450 added). Add other items: Unreturned Diallog-owned ATA (replacement value): $150; Waived install NRC: $300. Total early-termination charges: $4,275 + $150 + $300 = $4,725, plus any final unpaid usage through termination date.
5. Early Termination (usage-based with MMC shortfall) Service: SMS messaging plan (usage-based). Baseline from highest three months: $150, $200, $180 (average = $176.67/month). MMC: $200/month. Months remaining: 4. ETF base = 100% remaining baseline MRC = $176.67 × 4 = $706.68. Projected MMC shortfalls (as Unpaid Usage): ($200 – $176.67) × 4 = $93.32. Add other items: $0. Total early-termination charges: $706.68 + $93.32 = $800, plus any final unpaid usage through termination date.

P. Intellectual Property in Custom Services. Any custom configurations, integrations, or developments (e.g., call flows, PBX setups) created by Diallog remain our IP. You grant a license for us to use your inputs. You may not reuse/reverse-engineer without consent. Diallog may release rights as a goodwill gesture (e.g., upon termination settlement).

Q. Non-Disparagement. You agree not to make false or defamatory statements about Diallog, our Services, or staff (e.g., on social media, reviews, or public forums). Violations may lead to termination without refund or other remedies. This is mutual—Diallog won’t make such statements about you. Diallog may waive enforcement as a goodwill gesture in dispute resolutions or negotiations.