CÓDIGO DE PRÁCTICAS COMERCIALES

A) DESCRIPTION OF SERVICES RENDERED



ELARA COMUNICACIONES S.A.P.I. DE C.V. – hereinafter, “ELARA”– will render to its customers, the services specified under the telecommunications public network concession titles, granted by the Federal Government, through the Ministry of Communications and Transport, dated July 23rd, 2009 and November 23rd, 2012 - hereinafter, the “Concession Titles”; knowingly: Services will be governed by the clauses of the accession agreement model for rendering fixed telephone services and/or internet access and/or private networks, approved by the Federal Consumer Protection Office (PROFECO) on May 28th, 2013, under number 2449-2013 and by the extinct Federal Telecommunications Commission with official document number CFT/D03/USI/JU/1414/13, dated August 14th, 2013 – hereinafter, the “Accession Agreement”– and, if applicable, by the model agreement substituting the above mentioned; and specifically, by the stipulations in the Service Annex and the Annex regarding Level of Service Agreed to the Accession Agreement. It is worth specifying that, in order to provide greater precision to customers regarding the services hired from ELARA, the Accession Agreement has a glossary, wherein the words or terms used, both in the Accession Agreement and the Annexes to the same, are defined.

In case of conflict among the terms of the Agreement and its Annexes, the same will prevail under the following order: 1. Agreement; 2. Service Annex and 3. Annex regarding Agreed Level of Service.

By executing the accession agreement, ELARA and the customer acknowledge that the Services are subject to the stipulations in the Federal Constitution of the United Mexican States, the Federal Telecommunications Act, the General Communications Act, Code of Commerce, Telecommunications Regulations, Federal Consumer Protection Act, NOM-184-SCFI-2012, Business Practices- regulatory Elements for marketing and/or rendering telecommunications services when using a public telecommunications network; the Concession Titles, the Book of Tariffs and the Code of Business Practices, and other legal and administrative applicable stipulations.

The coverage area wherein ELARA will render the Services may be consulted by the customer, whether at the address of ELARA indicated in the Accession Agreement, or at ELARA’s website: www.elara.com.mx.

ELARA may offer plans or packages including the Services and/or products it deems convenient, and will have the choice to offer each additional service or product separately for the customers who require it. The customer may, if so desired, request ELARA to render services additional to the originally contracted, as long as they are authorized in writing by the customer, through any of the means agreed upon by the parties in the Accession Agreement.

In case the plans or packages applicable to the Services contracted by the customer undergo any modifications regarding the features and/or contents of the same, ELARA must notify this fact to the customer, at least fifteen (15) calendar days prior to the date when said modification is made. In case the modification implies an increase in the consideration – applicable tariff – and/or a decrease in originally contracted Services, the customer may request the cancelation of the Services with no penalty whatsoever, within fifteen (15) calendar days following the date on which said modifications are effective.

ELARA will have printed counterparts of the plans and packages applicable to the Services in its offices, available to the customers, as well as regarding tariffs authorized by the Telecommunications Federal Institute – hereinafter, the “IFT” –, and which are valid, as well as application rules – hereinafter –, the “Tariff Book”–.

In no case may ELARA demand the customer to contract services additional to the originally contracted services, or condition the rendering of the Services to the acquisition or an asset or product. Likewise, ELARA may not force the customer to contract additional services which, in its case, are authorized by the IFT as a requirement for contracting or continuing the rendering of the originally contracted Services.

The customer, if applicable, may terminate the rendering of services that are additional to, special or related to the Services. For said purpose, ELARA will have a maximum term of 5 calendar days counting from the date on which the customer submits a written statement to cancel it; and this will not imply the suspension or cancellation of the originally contracted Service.

ELARA, for permanent fixed services, will render Services three hundred and sixty five (365) days a year, twenty four (24) hours a day; and will provide the customer with the availability of Services stipulated in the Annex regarding the Agreed Level of Service of the Accession Agreement. If, due to causes attributable to ELARA, the Services are not rendered in accordance with the manner and terms agreed upon in the Accession Agreement, ELARA must compensate the customer the proportional share of the consideration for Services not rendered, and as a bonus, at least, twenty percent (20%) of the consideration for the period in which the rendering of the Services was affected.

In case of force majeure or Act of God, the consideration and bonus referred to above will be applicable to the benefit of the customer if the interruption of the Service exceeds twenty four (24) consecutive hours, as from the time when the customer submits the relevant report. In order to be entitled to the bonus, the customer must timely inform ELARA about the event and be up to date regarding its payment obligation of the considerations applicable to the contracted Services.

B) VALIDITY OF THE SERVICES



The validity of the Accession Agreement will have a minimum mandatory term for the customer, because ELARA will install Equipment of Elara’s property in order for the customer to receive the Services. Said term will be stipulated in the Service Annex of the Accession Agreement.

The minimum mandatory term will start as from the execution date of the Accession Agreement and during the same, ELARA may not modify the terms and conditions offered and convened with the customer, except in the case in which the latter submits express and written consent.

ELARA must adequately inform the customer that the mandatory term stipulated in the Service Annex of the Accession Agreement is about to conclude, at least thirty (30) days before the termination date, by any of the means agreed upon by the parties in the Accession Agreement. Once the aforementioned mandatory term has concluded, the customer may terminate the Accession Agreement, at any time, without any penalty whatsoever; by giving written notice to ELARA. The termination of the Accession Agreement does not release the customer from its payment obligation regarding the considerations accrued until before its expiry due to the Services rendered.

C) INSTALLATION PROCESS FOR SERVICES AND EQUIPMENT



ELARA will install the Services within a maximum term of three (3) business days; and, the date, place and time for installation will be stipulated in the Activation Order of the Accession Agreement based on the volume of sites required by the customer; and in the understanding that, previously, the customer must prepare the installation site based on the minimum conditions stipulated by ELARA in the Annex regarding Agreed Level of Service of the Accession Agreement; so that the installation may be conducted and for the Equipment to function properly, including yet not limited to, safety aspects or requirements, setting, air conditioning and ventilation. Likewise, the customer must provide ELARA with all the information and documentation required for said installation.

Upon execution of the Service Annex of the Accession Agreement, and appointment of a technical representative for the installation of the Services by the customer, which must have the authority and responsibility required to participate in the Acceptance Tests and all the stipulations in the aforementioned Service Annex. Likewise, said technical representative must act as contact between ELARA and the customer for all things related to the tasks performed by ELARA, and all authorizations, approvals, registry or deregistration of Services which need to be conducted on behalf of the customer. The customer may change its technical representative by means of written notice to ELARA, at least five (5) business days prior to the date on which the aforementioned change takes place.

Once the installation of the Services has concluded, ELARA will inform the customer, at least twenty four (24) hours ahead of time, the date on which the Acceptance Tests will be conducted in order to demonstrate that the Services are available for use. ELARA will conduct the Acceptance Tests in the presence of the customer, drafting minutes or installation certificate regarding the results obtained, which will be signed by both parties, along with an Activation Certificate. If the customer is not present in the Acceptance Tests, ELARA may conduct them and will send the aforementioned certificates, duly completed, to the customer, and the same will be fully effective, considering the Services installed and activated as from the date indicated in the Activation Certificate. In no event will ELARA conduct Acceptance Tests regarding equipment and links not provided by ELARA.

In case that, due to causes attributable to the customer, ELARA incurs in additional expenses for the installation of the Services or the conduction of Acceptance Tests, ELARA will inform the customer and will reconcile data in order to invoice said expenses to the customer, such as, labor, travel expenses, transfers, among others; which must be fully paid by the customer.

When ELARA so requests, the customer must provide the technical documentation of the equipment that has not been directly provided by ELARA, used in the rendering of the Services, and used with the same or affecting them in any way.

The interruption of the Services with the customer’s equipment, whether owned by it or rented to third parties, or used in any other way, will be exclusively conducted by the customer. However, ELARA may facilitate the customer with any assistance required in order to conduct said interconnection.

The customer must keep the labeling and/or captioning on the Equipment completely visible, indicating it is property of ELARA or third parties, as applicable in each case.

D) EQUIPMENT REQUIRED FOR RENDERING SERVICES AND ITS TERMS REGARDING OWNERSHIP AND MARKETING



ELARA may render the Services by means of installing equipment it owns – hereinafter, the “Equipment”–; having to stipulate this in the Service Annex of the Accession Agreement. In case ELARA instals Equipment owned by it, the same must be duly certified and will be given to the customer under the COMODATO system; and thus, in no case will it be considered as a transfer of rights of the Equipment to the benefit of the customer, even when the same is installed in the offices or sites of the customer, or in any other place indicated by the customer for said purpose. ELARA will keep and retain the ownership of all ownership rights of the Equipment at all times.

The risk of loss or damage to the Equipment will be transferred to the customer starting on the date on which the Equipment enters the address indicated by the customer for its installation. ELARA will state the relevant date and time in the Service Annex of the Accession Agreement. From this time on, the customer will be the DEPOSITARY of the Equipment, will be responsible for the custody of the same, and will undertake all obligations pertaining to it in the client’s capacity as depositary, without being entitled to any remuneration rights due to the deposit, or any payments whatsoever under any other concept or any type of indemnity due to the same.

Upon the termination of the Accession Agreement, the customer will allow ELARA to disconnect, withdraw and recover the Equipment on the date and time determined by it, granting all required access and convenience for said purpose. The customer must return the Equipment to ELARA in the same conditions in which it received it, except for normal wear and tear of use and time. In order to uninstall the Equipment as required by the customer, ELARA will have three (3) business days to confirm the date on which the Equipment will be removed, in accordance with the Services and the current workload of ELARA.

The delivery of the Equipment to the customer under the COMODATO system, in no case must be interpreted as the granting of rights of the Equipment to the benefit of the customer, because it is installed by ELARA with the sole purpose of providing Services to the customer. Thus, the customer must use and utilize the Equipment in accordance with its own nature and destination, and solely for the purpose of receiving the Services provided by ELARA.

The customer may not, partially or totally, sell, assign, encumber, transfer or dispose of the Equipment in any way.

E) REPAIRS TO THE EQUIPMENT AND INSTALLATIONS



The customer must notify ELARA regarding any damage, flaw or impairment suffered by the Equipment, as well as Service failures, no later than twenty four (24) hours following the event, to the telephone number 01800 681 0243 or 36900400, and/or to the following e-mail: soporte@elara.com.mx.

The type of support undertaken for solving failures in Services is Next Business Day (5x8xNBD), which does not include delays due to access, adjustments required on site, force majeure – weather, access to site, etc. –.

ELARA will be responsible for the preventive and corrective maintenance of the Equipment, which will be conducted free of charge to the customer; except when the damage, loss or impairment suffered by the Equipment, whether structurally, operation or any other way, are the result of acts or omissions of the customer, or its contractors, employees, visitors or third parties, who enter the site wherein the Equipment is installed. To this regard, in case of total loss of the Equipment due to the customer’s responsibility, it must undertake the payment for its replacement.

The customer may not conduct modifications or repairs to the Equipment. In all cases, the maintenance, repairs and modifications of the Equipment are conducted solely and exclusively, by authorized personnel of ELARA or by the contractors indicated by ELARA; and thus, the customer must grant unconditional and unrestricted access to said individuals, who will previously identify themselves as ELARA’s personnel; three hundred and sixty five (365) days a year, twenty four (24) hours a day; for the purpose of conducting the relevant repairs and modifications. ELARA will give previous notice to the customer through any of the means agreed upon in the Accession Agreement, in order to set the date and time of the visit at the customer’s address. cliente.

The customer will be responsible and will indemnify ELARA for any damage, loss or impairment suffered by the Equipment, whether in structure, operation or any other way, resulting from the acts or omissions of the customer or its contractors, employees, visitors or third parties, who enter the site wherein the Equipment is installed. In said case, the customer must cover the repair of the Equipment or the value of the same when the Equipment may not be repaired, within five (5) calendar days following the date on which a requirement for said purpose is received from ELARA.

F) INVOICING AND TARIFF APPLICATION METHODOLOGY



The date when Services will start to be charged, will be the same as the starting date of the rendering of Services, even when the customer does not use the same or is not capable of using them. In case said activation does not fall on the start of the calendar month, the first month will be partially invoiced. The subsequent months will be invoiced on the first day of the relevant calendar month. If the last month is partial, it will be jointly invoiced with the preceeding month

ELARA will deliver to the customer, at least on a monthly basis, an account and/or invoice statement, as applicable, that will include the specific data of the contracted Services, as well as the tariff description, costs and other applicable concepts, and will send it to the customer throught the electronic mail account indicated for said purposes, or in given case, the customer may consult the account and/or invoice statement at the address of ELARA, at least ten (10) calendar days prior to the expiry date of the term for the payment of the Services. The customer and ELARA may later agree upon any other means for consulting the aforementioned account and/or invoice statement.

In its case, the customer may authorize ELARA so that, in lieu of the delivery of the invoice and/or account statemen to its address, the same are sent to the e-mail account determined by the customer for said purpose; documents that will be also available to the customer at the address of ELARA.

The tariffs for rendering of Services will be charged monthly per kilobit and based on the term of contracting of the Services: twelve (12), twenty four (24) or thirty six (36) months.

In any case, the Tariff Book to be applied by ELARA for charging for the Services will be that which is duly registered before the Public Registry of Concessions of the IFT, which may be consulted by the customer, as well as plans or packages applicable to the contracted Services, both at the address of ELARA stipulated in the Accession Agreement, and at the website of ELARA: www.elara.com.mx, and the IFT webpage: http://www.ift.org.mx/iftweb/.

If the customer does not cover the considerations – tariffs – stipulated in the invoice and/or relevant acccount statement; in time and form provided for in the Accession Agreement, or does so partially, thus violating the stipulations in the Accession Agreement; default interest will be applied on outstanding balances as from the date followinng the due date of the consideration payment, for each day of delay and until fully received by ELARA. Default interest may be computed on outstanding balances of the due amounts applying the twenty eight (28) day TIIE – Interbank Rate –plus five (5) percent points, published by the Bank of Mexico in the Official Gazette of the Federation, and if the latter is not available, the twenty eight (28) day CETES rate, plus five (5) percent points, published by the Bank of Mexico in the Official Gazette of the Federation.

G) MANNER AND TIMES FOR CUSTOMERS TO MAKE PAYMENTS



The customer undertakes to pay to ELARA, as consideration for the Services, the tariffs stipulated in the Service Annex of the Accession Agreement, which are registered before the Public Registry of Concessions of the IFT, and which may be consulted by the customer, as well as the plans or packages applicable to the contracted Services, both at the address of ELARA stipulated in the Accession Agreement, and at the website of ELARA: www.elara.com.mx, and the IFT webpage: http://www.ift.org.mx/iftweb/.

The tariffs applicable to the Services will be stipulated in national currency, notwithstanding the fact that the same will also be indicated in foreign currency; in which case, the exchange rate will be determined based on Article 8th of the Monetary Act of the United Mexican States; and will be stipulated in net amounts to be received by ELARA for the rendering of the Services. Taxes, which in accordance to the valid legislation, ELARA is bound to charge to the customer, will be added to the tariffs.

The tariffs in national currency, and if applicable, in foreign currency; as well as taxes applicable to the customer for the rendering of Services; will be detailed in the relevant invoice and/or account statement.

The payment for tariffs will be made at the address of ELARA stipulated in the Accession Agreement or by means of bank transfer to the account ELARA notifies to the customer through any of the means agreed upon in the Accession Agreement; within thirty (30) calendar days after the date on which the relevant invoice and/or account statement is issued.

The tariffs will be paid in national or foreign currency based on the Exchange rate published by the Bank of Mexico, in accordance with Article 8 of the Monetary Act of the United Mexican States, on the payment date or the prior day, in case it is not published on the payment date.

H) CLARIFICATIONS REGARDING INVOICES



The Customer may request clarifications regarding the data and/or amounts included in the relevant invoice, by phone and before the due date of the payment, in which case ELARA shall provide a report number to the customer and conduct the relevant inquiry as soon as possible. If applicable, adjustments made to the relevant invoices, whether regarding the data or the amount invoiced, will be reflected in the invoice corresponding to the following cut-off date.

I) SUSPENSION AND INTERRUPTION OF SERVICES



If the customer does not pay the tariffs corresponding to one month of Services, ELARA WILL SUSPEND THE RELEVANT SERVICES without any responsibility before the customer or third parties. If the customer requests so, and if ELARA accepts, ELARA will reinstate the Services, for which purpose the customer must previously pay the existing debt and default interest

ELARA will notify the customer, at least twenty four (24) hours in advance, regarding the potential INTERRUPTION OF SERVICES, except when the same result from:

(i) Lack of payment of tariffs applicable to the Services;
(ii) Order or stipulation by competent authorities or court order;
(iii) Acts of violence resulting from riots, rebellions, strikes, theft or destruction of components and Equipment, among others; and
(iv) Any other cause not attributable to ELARA.

ELARA will not be responsible for the interruption of Services or any failure in the same, resulting from force majeure or Act of God, except when the interruption of the Services exceeds twenty four (24) consecutive hours, as from the time when the customer files the relevant report, in which case, ELARA undertakes to pay the relevant bonus and applicable compensation.

Likewise, ELARA will not be responsible for the interruption of Services or any failure in the same, if it results from nonfulfillment by the customer regarding refurbishing and maintenance of the installation and/or the equipment provided by the customer or third parties, and used for the rendering of the Services.

J) EARLY TERMINATION OF THE ACCESSION AGREEMENT



Both, ELARA and the customer may TERMINATE THE ACCESSION AGREEMENT EARLY by means of giving written notice to the other party, due to any of the following causes:

1. At any time, if desired by the customer and giving written notice to ELARA.
2. Due to ELARA’s permanent incapacity to continue rendering the Services, whether due to force majeure or Act of God.
3. Due to the total destruction of the Equipment or irreparable failures in the same, as long as this is attributable to the customer.
4. If the suspension of the Service due to force majeure or Act of God lasts longer than thirty (30) calendar days..
5. If the customer connects additional devices on its own behalf, subleases, assigns or in any other way transfers the rights stipulated in the Accession Agreement, without the previous written authorization by ELARA.
6. If ELARA does not render the Services in the way and terms contracted, or in contravention of the quality standards stipulated in applicable legal regulations.
7. Due to any other cause provided for in the valid and applicable legislation.
8. The early termination of the Accession Agreement does not release the customer from the fulfillment of obligations which, in accordance with the Accession Agreement, must subsist the termination of the same, including without limitation, the payment of previous and/or accrued debt, and default interest which, in its case, have accrued.
9. Regarding numerals 1 – as long as the customer is still within the mandatory term of the Accession Agreement - , 3 and 5 above; the customer will pay to ELARA, as contractual penalty due to the early termination of the Accession Agreement, for causes directly attributable to it, an amount equivalent to one month of the Consideration applicable to the Services, in accordance with the stipulations in the Service Annex of the Accession Agreement.
10. Regarding numeral 6 above, ELARA will pay the customer, as contractual penalty for the early termination of the Accession Agreement, due to cause directly attributable to it, an amount equivalent to one month of the consideration applicable to the Services, in accordance with the stipulations in the Service Annex of the Accession Agreement.

K) RESCISSION OF ACCESSION AGREEMENT



ELARA and the customer may RESCIND THE ACCESSION AGREEMENT, with no need of judicial or administrative statement; only by notifying said fact in writing to the other party, through any of the means agreed upon in the Accession Agreement and within five (5) business days following the occurrence of the situation; if any of the following assumptions takes place:

1. Due to the termination of the validity of the Concession Titles.
2. Due to assignment or transfer, in any way, of the rights and/or obligations stipulated in the Accession Agreement in contravention of the stipulations in the same Accession Agreement.
3. Regardless of the right of suspension, ELARA may choose to rescind the Accession Agreement immediately in case the customer stops paying the monthly consideration, in accordance with the proceeding, form and terms stipulated in the Accession Agreement.
4. Due to nonfulfillment by the customer regarding any of its obligations resulting from the Accession Agreement or under the law.
5. If the filing for insolvency of creditors of the customer or ELARA is verified, or if the suspension of payments by any of them is evident; or if the customer or ELARA have been declared bankrupt.
6. The rescission of the Accession Agreement does not release any of the parties regarding the obligations undertaken at the time of rescission or the fulfillment of those which must survive its rescission under the Accession Agreement, including but not limited to, payment of previous and/or accrued debts, and default interest which, in its case, have accrued.
7. Regarding numerals 2, 3 and 4 above, the party that breaches will pay to the other party, as contractual penalty due to the rescission of the Accession Agreement, for causes directly attributable to the relevant party, an amount equivalent to one month of the consideration applicable to the Services, in accordance with the stipulations in the Service Annex of the Accession Agreement.

L) PROCEDURE FOR CHANGE OF ADDRESS



All notices, communications and notifications required or intended to be made by the parties regarding the Agreement, will be sent in writing, whether with acknowledgment of receipt required or through any other means that guarantees that the recipient will receive the notice, under the name and at the addresses indicated in the Accession Agreement.

In case any of the parties changes its address, it must notify the other party at least ten (10) business days before the date when said event takes place, otherwise, notices, notifications and communications required to be delivered under the Agreement will be deemed delivered, and will have full legal effect when delivered at the last addresses informed to the other party.

M) PROCEEDING FOR ASSIGNMENT OF RIGHTS



The customer may not assign, transfer, encumber or market in any way whatsoever, whether totally or partially, the rights and obligations derived from the Agreement, without the previous written authorization by ELARA.

And, ELARA may assign or transfer in any way whatsoever, totally or partially, the rights and obligations deriving from the Agreement, having to notify in writing the customer regarding this circumstance, within ten (10) business days following the event.

N) PROCEEDING FOR CUSTOMER SERVICES AND RENDERING OF ADMINISTRATIVE SERVICES



For due service regarding failures and/or interruptions of the Services, as well as for receiving complaints, suggestions, recommendations, comments and/or for providing information regarding the various administrative services rendered by ELARA; the customer must call the telephone number of Service Desk at ELARA: 36900400 or 36900410 or, in its case, the pager number of the technical personnel of ELARA defined as contact point in the Accession Agreement.

In order to consider a failure report as submitted, the customer must provide the following information:



Aimed at guaranteeing that customer service is provided immediately; in case any request submitted to the Service Desk of ELARA does not receive feedback within the term indicated in the Accession Agreement, escalation to the following level will be required until the customer gets feedback regarding the same. It is worth mentioning that, times stipulated in the aforementioned matrix are maximum response times of personnel involved in escalation; and not failure solution times. In all cases, escalation will be conducted in accordance with the matrix included in the Accession Agreement.

The escalation proceeding for service of failures in Services stipulated in the Accession Agreement, may be modified if the individuals in charge indicated in the same change, by means of simple notice through any of the means agreed upon by the parties in the Accession Agreement through which ELARA duly informs the customer regarding relevant modifications.

O) PUBLICIZING AND WAYS OF BEING MADE KNOWN BEFORE USERS



ELARA, in order to make Services known, will rely on its webpage: www.elara.com.mx, as well as on several means of communication, such as, radio, newspapers, magazines, brochures and leaflets; which will include broad information regarding the features of the Services and the Tariff Book then valid.

P) CONFIDENTIALITY POLICY



Both parties agree to keep all information and documentation exchanged among them due to the fulfillment and execution of the Accession Agreement, as strictly confidential, during the term of the Agreement plus five (5) years, as from the termination or rescission date of the same; except when the same is required by a judicial or administrative competent authority, in which case, the party receiving the relevant requirement must notify the party owner of said information and/or documentation immediately about it.

Both ELARA and the customer may use confidential information solely with the previous written consent of the holder of the information.

The following will not be considered confidential information:

(i) Information that can be proved was held by the other party before the execution of this Accession Agreement and not confidential in nature;
(ii) Information that is or becomes public or of public knowledge without fault, negligence or which does not result from an act attributable to any of the parties, and/or
(iii) Obtained from a third party who does not have a confidentiality obligation with any of the parties and which obtained the information in a legal way.

Regarding the customer’s public information, ELARA expressly acknowledges and accepts that any information or data of the customer, considered personal data, will be protected and treated in accordance with the stipulations and regulations of the Federal Act for the Protection of Personal Data held by Individuals – hereinafter, the “LFPDPPP”–.

In any case, personal data delivered reciprocally by ELARA and the customer, will be those strictly required for the fulfillment of the Accession Agreement, and may be applied or used solely and exclusively for the fulfillment of the Accession Agreement and the Privacy Notice of ELARA, as well as any stipulation of the LFPDP or other applicable legislation.

Q) LOCATION AND BUSINESS HOURS OF CORPORATE OFFICES



The corporate offices of ELARA are located at Calle Huipulco No. 75, Colonia Toriello Guerra, Delegación Tlalpan, C.P. 14050, in Mexico, Federal District; telephone no. 3690 0400; with operating hours from Monday to Friday, from 9:00 to 18:00.