Term's and Condition's 

CSP 

AGREED TERMS

  1. INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause apply in this CSP Agreement.

"Claim" means a third-party action, cause of action, suit, or judicial claim brought by a party other than Company or a Company Affiliate.

"CSP Customer Agreement" means an agreement between a Customer and Microsoft, or a Microsoft Affiliate, and the associated Microsoft license terms that govern a Customer's use of a Product which may be updated from time to time and as set out at https://www.microsoft.com/licensing/docs/customeragreement.

"Customer means" the Reseller's end users.

"Data Protection Legislation" means all applicable data protection and privacy laws and regulation, guidance and codes of practice, including (without limitation) (a) the Data Protection Act 2018 (or, in the event that the UK leaves the European Union, all legislation enacted in the UK in respect of the protection of personal data); (b) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and guidance and codes or practice issued from time to time by the Data Protection Regulator; in each case as amended, updated or replaced from time to time.

"Data Protection Regulator" means the UK Information Commissioner's Office, Working Party 29 and the European Data Protection Board, and any successor body or bodies to such organisations.

"Offset" means the withholding or deduction from the payment of any invoice amount or amount due by offset, counterclaim, or otherwise.

"Price List" means the then current list of Products.

"Products" as used herein, means the Microsoft online services, tools, software, hardware, or professional support or consulting services.

"Product Fee" means the royalty, commission, fee, or price to be paid for a Product.

"Product Specific Terms" means the additional terms, conditions, or restrictions that apply to specific Products.

"Taxes" means any national, federal, state, provincial or local taxes, fees, charges, surcharges, or other similar fees or charges arising as a result of or in connection with the transactions contemplated under the Agreement and include, sales and use taxes, value added, gross receipts taxes, utility user's fees, municipal occupation and license taxes, excise taxes, business and occupations taxes, 911 taxes, franchise fees, universal service fund fees or taxes, regulatory cost recovery and other surcharges, taxes imposed or based on or with respect to or measured by any net or gross income or receipts (other than taxes based upon Microsoft's net income and any gross receipts taxes imposed in lieu of taxes on the income or profits of Microsoft), franchise taxes, stamp taxes, taxes on doing business, duties, tariffs, levies, withholding taxes and any taxes that arise on the distribution or provision of products or services by Company.

"Territory" means Andorra, Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Faroe Islands, Finland, France, Germany, Greece, Greenland, Hungary,

Iceland, Ireland, Isle of Man, Jersey, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Slovakia, Slovenia, Spain, Sweden, Switzerland, United Kingdom, Vatican City.

"Unauthorized Disposition" means theft, loss, transfer, sale, or distribution of a Product other than as expressly permitted by the CSP Agreement, including transfer, sale, or distribution of a Product outside of the Territory or to an unauthorized party.

"Administrative Access Credentials" means any administrative log-in credentials Microsoft provides for accessing or managing a Product.

"Consumption Subscriptions" refers to one-month OLS Subscriptions that are billed based on actual usage in the preceding month without upfront commitment.

"Customer Data" has the meaning assigned to it in the CSP Customer Agreement.

"Devices" means Microsoft hardware products, and related accessories and/or peripherals as identified on the then-current Price List.

"Non-Microsoft Product" means any third-party (or third-party branded) software, data, service, website, or other product available through the Microsoft Azure Marketplace, Virtual Machine Gallery, or other storefront or feature of Microsoft online services.

"OLS Subscription" means a right to use certain Online Services for an identified term.

"Online Services" means Microsoft-hosted services identified on the then-current Price List. Online Services do not include Software or Professional Services provided under separate license terms.

"SLA" means the service level agreement commitments Microsoft makes to the Distributor regarding delivery and/or performance of the applicable Product.

"Software" means licensed copies of Microsoft software identified by the Distributor.

Software does not include Online Services, but Software may be part of an Online Service.

"Software Perpetual License" means a right to use Software identified the Distributor as being available and licensable for a perpetual term.

"Software Subscription" means a right to use the Software identified the Distributor as being available and licensable for a defined term.

"Subscription" means a right to use a Product for a defined term.

"Tenant" means an Azure Active Directory tenant.

"Product Terms" means the document that provides information about Products available through volume licensing. The Product Terms document is published at http://www.microsoft.com/licensing/contracts and is updated from time to time.

1.2 Clause, Schedule and paragraph headings shall not define the interpretation of this CSP Agreement.

1.3

A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.5 A reference to any party shall include that party's personal representatives, successors and permitted assigns.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes e-mail.

1.9 A reference to this CSP Agreement or to any other Agreement or document referred to in this CSP Agreement is a reference to this CSP Agreement or such other Agreement or document as varied or novated (in each case, other than in breach of the provisions of this CSP Agreement) from time to time.

2. PRODUCT FEES AND ORDERING, GENERAL

2.1 By submitting an order through Distributor, Reseller (i) represents that any subscription commitments and requirements disclosed are complete and accurate in all respects and (ii) agrees to pay the Distributor for all orders it submits for Products.

3. REPORTING, INVOICING AND PAYMENT, GENERAL

3.1 Late Payment. If (i) the Reseller fails to cause the full invoice payment to be received by the

Distributor by the payment due date, (ii) an audit reveals an underpayment, or (iii) the Reseller Offsets, the Distributor may take any (or any combination) of the following actions to the maximum extent permitted by Law, and without waiving any other right or remedy it may possess:

  1. charge interest and late fees on the past due amount;

  2. suspend all pending orders, further shipments, or Reseller's access to Products;

  3. require the prepayment of Product Fees on future orders, place Reseller's account on hold, reduce Reseller's credit limit (if applicable), or require that Reseller provide a bank guarantee or other form of security; or

  4. withhold the past-due amount from any other amounts payable by the Distributor, under the Agreement.

3.2 Taxes. The Reseller is responsible for Taxes and will pay to the Distributor any applicable Taxes that the Reseller owes solely from entering into the CSP Agreement and which are permitted to be collected by the Distributor under Law. The Distributor will not collect any Taxes covered by a valid exemption certificate that the Reseller provides. If any Taxes are required to be withheld on payments made by the Reseller to the Distributor, the Reseller may deduct such Taxes from the amount owed to the Distributor and pay them to the appropriate taxing authority, but only if the Reseller promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested by the Distributor to claim a foreign tax credit or refund. The Reseller must deliver the receipt within sixty (60) days of payment of the Tax, or maximum time allowed for delivery of the receipt under Law. The Reseller will use reasonable efforts to ensure that any Taxes withheld are minimized to the extent possible under Law. For clarity, the Reseller will be responsible for Taxes withheld on payments to or between the Reseller and any Reseller Affiliates. If the Reseller does business

in a jurisdiction that collects VAT, GST, or other similar Tax, it must provide a tax ID or business number, as applicable, upon request.

4. WARRANTIES AND DISCLAIMERS

4.1 NO IMPLIED WARRANTIES OR REPRESENTATIONS. EXCEPT AS EXPRESSLY PROVIDED IN

THIS CSP AGREEMENT, ALL PRODUCTS ARE PROVIDED TO THE RESELLER "AS IS." THE

FOREGOING “AS IS" WARRANTY, AND ANY WARRANTIES EXPRESSLY SET FORTH IN THIS CSP AGREEMENT, ARE THE ONLY WARRANTIES MADE BY EITHER PARTY TO THE OTHER.

NEITHER PARTY MAKES ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR

GUARANTEES TO THE OTHER RELATED TO THE AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

4.2 HIGH RISK USE WARNING. UNLESS OTHERWISE EXPLICITLY STATED IN THIS CSP AGREEMENT, THE PRODUCTS ARE NOT DESIGNED OR INTENDED FOR HIGH RISK USE

SCENARIOS WHERE FAILURE OR FAULT OF ANY KIND OF THE PRODUCT COULD REASONABLY BE SEEN TO LEAD TO DEATH OR SERIOUS BODILY INJURY, OR TO SEVERE DAMAGE TO TANGIBLE OR INTANGIBLE PROPERTY OR THE ENVIRONMENT.

4.3 NO WARRANTIES FOR THIRD-PARTY PRODUCTS OR SERVICES. EXCEPT AS EXPRESSLY

PROVIDED IN THIS CSP AGREEMENT, THE DISTRIBUTOR ON BEHALF OF MICROSOFT AND

ITSELF MAKES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, AND ASSUMES NO

LIABILITY AS TO ITEMS DISTRIBUTED UNDER A THIRD-PARTY NAME, COPYRIGHT, TRADEMARK

OR TRADE NAME THAT MAY BE OFFERED OR COMBINED WITH OR INCORPORATED INTO THE

PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISTRIBUTOR ON BEHALF OF MICROSOFT AND ITSELF WILL HAVE NO LIABILITY IN CONNECTION WITH THE THIRD-PARTY ITEMS (SUCH AS IN CONNECTION WITH ANY SUPPLY OR FAILURE TO SUPPLY THEM).

5. LIMITATIONS ON LIABILITY, GENERAL

5.1 THE TOTAL CUMULATIVE LIABILITY (IF ANY) OF EITHER PARTY TO THE OTHER IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED 100% OF THE PRODUCT FEES PAID, DUE

OR OWING BY THE RESELLER TO THE DISTRIBUTOR DURING THE 12-MONTH PERIOD PRIOR TO

THE DATE ON WHICH THE RIGHT TO ASSERT A CLAIM FIRST AROSE, MINUS ANY AMOUNTS

PAID BY THE LIABLE PARTY DURING THE SAME PERIOD FOR ANY PRIOR LIABILITY. UNLESS

OTHERWISE PROVIDED, IF THE CSP AGREEMENT HAS BEEN IN EFFECT FOR LESS THAN 12

MONTHS, DIRECT DAMAGES WILL NOT EXCEED THE AVERAGE MONTHLY PRODUCT FEES PAID,

DUE OR OWING MULTIPLIED BY 12. IF A PRODUCT DOES NOT REQUIRE PAYMENT OF PRODUCT FEES, THE AMOUNT USED FOR CALCULATING THE CAP WILL BE $10.00 PER UNIT OF PRODUCT USED OR DISTRIBUTED BY THE DISTRIBUTOR DURING THAT PERIOD.

5.2 TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION OR DATA, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES.

5.3 THE LIMITATIONS ON LIABILITY AND ALLOWABLE DAMAGES DESCRIBED ABOVE WILL NOT APPLY TO EITHER PARTY'S (I) LIABILITIES FOR UNAUTHORIZED USE OR UNAUTHORIZED

DISPOSITION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY; OR (II) VIOLATION OF ANY

LICENSE GRANTS AND LIMITATIONS; (III) OBLIGATIONS TO DEFEND AND PAY THIRD-PARTY

CLAIMS (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM PERSONAL INJURY OR

DEATH); OR (IV) FRAUD OR GROSS NEGLIGENCE. THE DISTRIBUTOR AND THE RESELLER AGREE THAT ALL LIMITATIONS ON LIABILITY AND EXCLUSIONS ON ALLOWABLE DAMAGES SHALL APPLY EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

5.4 THE DISTRIBUTOR AND THE RESELLER AGREE THAT A PARTY'S LIABILITY FOR ANY DAMAGES OR INDEMNITY SHALL BE REDUCED TO THE EXTENT THAT THE OTHER PARTY OR ITS AGENTS CAUSED OR CONTRIBUTED TO THE HARM GIVING RISE TO THE DAMAGES OR INDEMNITY OBLIGATION.

 

6. CSP CUSTOMER AGREEMENT ACCEPTANCE

6.1 The Reseller must procure that its Customers accept the CSP Customer Agreement prior to ordering Products from the Distributor. The Reseller may not revise the CSP Customer Agreement in any way. The Reseller agrees and acknowledges that if Microsoft updates the

CSP Customer Agreement, then the Reseller must ensure that its end users accept the new CSP Customer Agreement prior to or at the submission of a subsequent order (which is not a subsequent adjustment to an existing Subscription) or the renewal of their Subscription. Notwithstanding the foregoing, Microsoft may independently obtain the Customer's acceptance of the CSP Customer Agreement.

6.2 By placing an order with the Distributor, the Reseller represents and warrants that the Customer has accepted the CSP Customer Agreement. The Reseller agrees and acknowledges that the Distributor may, at its discretion, accept or reject any proposed Reseller. If Reseller does not ensure that its end users accept the terms of the CSP Customer Agreement, the Reseller shall be liable to the Distributor for any costs and damages incurred by the

Distributor due to such failure. Failure to provide such confirmation may result in disablement of Reseller's account.

7. GENERAL PRODUCT RELATED OBLIGATIONS

7.1 Product and Subscription Management. The Distributor will perform certain functions associated with the purchase, activation, support, and management of the Reseller's purchased Products. The Reseller acknowledges and agrees that from time to time Microsoft may update, as Microsoft in its sole reasonable discretion deems appropriate, the processes and tools needed to perform such functions and the Distributor may be required to implement such updates or changes to continue to perform the functions.

7.2 Disablement and Cancellation of Subscription Offers.

  1. As manager of Reseller purchased Products, the Distributor may (at its discretion) cancel a Subscription for a Reseller. The Distributor (i) will not provide a refund in connection with such cancellation of a Subscription if such cancellation occurs outside of the stated return period, and (ii) reserves the right to invoice the Reseller for any future scheduled billings for any Subscription cancelled in such a manner; cancellation terms may vary depending on the Product. Upon cancellation, Reseller will have ninety (90) days to migrate any Customer Data to either a new Subscription with the Distributor, with Microsoft directly, or to some other service. Upon request, the Distributor may assist the Reseller with migration of its Customer's Data at an additional charge agreed to between the Distributor and the Reseller.

 

  1. As manager of Reseller purchased Products, the Distributor may temporarily disable a Reseller's Subscription. Depending on the Product, Reseller may continue to have limited or no access to the Product. The Distributor will not be liable to the Reseller, in any manner whatsoever, in connection with the Distributor's disablement of the Reseller's Subscriptions.

  2. Microsoft and the Distributor may temporarily disable a Reseller's Subscription for legal or regulatory reasons or as otherwise permitted under this CSP Agreement or the CSP Customer Agreement. The Distributor will notify the Reseller of such a disablement as soon as commercially reasonable. In the event of disablement of a Reseller's Subscription, the Distributor may also suspend billing to Reseller for that Reseller's Subscription until the Subscription is re-enabled. Except for in connection with the Reseller's breach of its obligations under the CSP Agreement, Reseller will not be liable to the Distributor in connection with the disablement of a Reseller's Subscription.

  3. If a Subscription is cancelled by the Distributor before its term expires and during the Reseller's billing cycle, (i) the Distributor will provide a prorated credit for the unused pre-paid portion of the cancelled Subscription in the Reseller's subsequent invoice, provided that such cancellation is not due to any violation of the terms of

this CSP Agreement or the CSP Customer Agreement with Microsoft and (ii) the Distributor will not invoice the Reseller for any future scheduled billings for that Subscription.

8. OLS SUBSCRIPTION OFFER TERMS AND OBLIGATIONS

8.1 Fixed Term OLS Subscriptions.

  1. Products sold under fixed term OLS Subscriptions are sold for a term as specified by the Distributor. The Distributor shall specify if such Subscriptions are to be billed on a monthly or annual basis.

  2. Any subsequent adjustments to OLS Subscriptions (e.g., adding seats) made mid-billing cycle will be calculated and post-billed at the subsequent invoice.

8.2 Consumption Subscriptions ("Pay-As-You-Go").

  1. Consumption Subscriptions do not expire unless cancelled. Consumption Subscriptions can be cancelled at any time and any usage before cancellation will be billed in the next scheduled invoice date.

  2. Consumption Subscriptions will be billed at the next billing cycle and will include all usage from the prior month. Pricing will be based on the pricing effective during the current billing cycle except when prices decrease or increase. The unit price for an Online Service sold on a consumption basis may change during the subscription period.

8.3 Service Level Agreement Credits.

(a) The Distributor and Microsoft makes certain service level commitments to the Resellers in the SLA (as set out in the CSP Customer Agreement). If a Reseller wishes to make a claim on the SLA, the Reseller must promptly escalate the claim to the Distributor for review. The Distributor will review the claim according to the standard SLA review process. The Distributor will then apply any credit due on Reseller's next billing reconciliation report. The Reseller is eligible for credits not to exceed the total monthly Subscription estimated retail price. The Distributor reserves the right to audit outages on a per Subscription or per service basis at any time.

9. SOFTWARE OFFER TERMS AND OBLIGATIONS

9.1 Software Subscription Renewal. Certain Software Subscriptions such as Reserved Instances, Windows Server and SQL Server Subscriptions may not automatically renew at the end of their term. Company will be responsible for informing Resellers about whether a purchased Software Subscription will require manual renewal or repurchase at the end of its term. Pricing for a renewal term will be Distributor's price in the price list in effect as of the commencement of the renewal term.

9.2 Installation of Software. Reseller's installation of certain Software may require the Reseller to have a qualifying base license on the Reseller's hardware unit. The applicable requirements are set forth in the Product specific terms incorporated into the CSP Customer Agreement.

10. PAYMENT, ORDERING

10.1Payment Terms. The Distributor will charge the Reseller via the agreed payment method on or after 19th of each month unless otherwise notified by the Distributor. The Reseller will be provided with an invoice for each charge. If the agreed payment method fails for any reason

the Reseller must pay the invoice within 5 days of notification of payment failure which be sent to the Reseller's email address or phone number provided.

10.2The Distributor may reject any purchase order for a Software offer, in whole or part, within ten (10) days from the receipt of the Reseller's order. The Distributor will notify the Reseller if the Distributor rejects any order. Once an order for a Software offer is submitted, the Reseller will have sixty (60) days from the order date to submit any revisions to such order. All revision requests must be accompanied by supporting documentation as required by the Distributor and will be subject to the Distributor's review and approval. An approved order revision will result in the full cancellation of the underlying order and a refund. The Distributor may, in its sole discretion, decide to charge a handling fee of 5% of the value of any purchase order revision submitted and approved after sixty (60) days.

11. OPERATIONAL AND TECHNICAL SUPPORT

11.1Administrative Access.

  1. Administrative Access Credentials are the property of the Reseller; The Distributor shall provide Reseller with any Administrative Access Credentials

Microsoft provides with respect to a Product purchased by Reseller. The

Distributor shall cooperate with and facilitate the transference of any

Administrative Access Credentials to Reseller or any other Microsoft reseller at the Reseller's direction.

  1. If the Distributor (i) retains or obtains any Administrative Access Credentials of a Reseller for any purpose, including the fulfilment of its Technical Support Obligations, or (ii) otherwise has access to or processes Customer Data, then the parties shall comply with the Data Protection Legislation governing the use of Administrative Access Credentials shall apply.

12. WARRANTY AND DEFENCE OBLIGATIONS

12.1Warranty. Microsoft warrants its Products to Resellers as described in the CSP Customer Agreement.

12.2Defence of Third-Party Claims.

(a) Distributor Obligations. The Distributor will defend the Reseller (including by paying external attorneys' fees and costs and expenses of defence), and pay any resulting adverse final judgment or settlement to which the Reseller consents, from a Claim to the extent that such:

  1. arises from Microsoft's gross negligence, or from intentional acts or omissions here under;

  2. alleges that the Product alone, without combination or modification, either (1) directly infringes an asserted patent claim; or (2) embodies all the essential inventive elements of an asserted patent claim;

  3. alleges that the Product, or use of Microsoft Marks in connection with promotion of Products, infringes a third party's trademark;

  4. alleges that the Product infringes a third party's copyright; or

  5. alleges that the Product misappropriates a trade secret (as "misappropriates “and "trade secret" are defined in the Uniform Trade Secrets Act). If the Agreement is governed by the laws of a jurisdiction outside the United States, "misappropriates" will mean "intentionally unlawful use" and "trade secret" will mean "undisclosed information" as specified in Article 39.2 of the Agreement on

Trade-Related Aspects of Intellectual Property Rights, including Trade in

Counterfeit Goods (TRIPS Agreement), or the terms "misappropriation" and

"trade secret" will have the meanings defined in the Unfair Competition Prevention Law.

  1. Limitations on Distributor's Defence Obligation. The Distributor will not be liable for any Claim to the extent that the Claim or adverse final judgment is based on Reseller's: (a) distribution or use of any Product or Mark after the Distributor notifies the Reseller to stop distribution or use of the Product or Mark due to such a Claim; (b) combination of a Product with any Non-Microsoft Product, data or business process; (c) damages attributable to the value of the use of a Non-Microsoft Product, data or business process; (d) alteration of any Product; (e) use of Microsoft's Mark(s) without Microsoft's written consent to do so; or (f) for any trade secret Claim, the Reseller's acquiring a trade secret (1) through improper means, (2) under circumstances giving rise to a duty to maintain its secrecy or limit its use, or (3) from a person who had a duty to maintain its secrecy or limit its use. The Reseller will reimburse the Distributor for any costs or damages that result from these actions.

  2. Distributor's and Microsoft's Options. If, in connection with an infringement Claim, Microsoft replaces a Product or Mark with, or modifies a Product or Mark such that it is, a non-infringing functional equivalent, then the Reseller must immediately stop distribution of the allegedly infringing Product or use of the allegedly infringing Mark. The Reseller will work with the Distributor and Microsoft to recall all Products that are the subject of a Claim and replace them with the non-infringing alternative. If any other type of Claim is brought against the Reseller regarding Microsoft's intellectual property, it must notify the Distributor and Microsoft promptly in writing. The Distributor may, at the Distributor's option, choose to treat these Claims as being covered by this Section. This Section provides the Reseller's only remedy for third party infringement and trade secret misappropriation Claims.

  3. Company's Defence Obligations. The Reseller will defend the Distributor (including by paying external attorneys' fees and costs and expenses of defence) from, and will pay any resulting adverse final judgment or settlement (to which the Distributor consents) associated with, a Claim that arises out of or is connected with any default or breach or alleged default or breach of the CSP Agreement by the Reseller, the Reseller's distribution of any Product, or any other act or omission by the Reseller. Notwithstanding anything otherwise provided in this CSP Agreement, the Distributor will not amend the Reseller's indemnification obligations in this CSP Agreement through the introduction of new Product Specific Terms, except that Microsoft may introduce new Product Specific Terms that supersede or modify such terms solely as applicable to new Products. The Distributor will not amend Reseller's indemnification obligations in this CSP Agreement with retroactive effect, or with prospective effect across all Products.

13. CUSTOMER DATA AND PRIVACY OBLIGATIONS

13.1Privacy. Before obtaining information from Data Subjects, the Reseller must obtain their legally valid permission or have another valid legal basis to permit the processing and transfer of the data by the Distributor and Distributor Affiliates, Microsoft and Microsoft Affiliates, and each parties' respective subsidiaries and service providers as contemplated under this CSP Agreement. The Reseller shall seek the requisite consent to allow the Distributor and Microsoft to collect, use, transfer, disclose, and otherwise process each Customer's Data, including personal data, as described in the CSP Customer Agreement. If obtaining Data Subject permission, such permission must comply with applicable law as valid consent.

13.2Customer Data.

 

  1. The security, privacy and data protection commitments made by Microsoft in any CSP Customer Agreement only apply to the Products purchased from Microsoft and not to any Services or other products provided by the Distributor. Except as the Distributor and Reseller may otherwise agree, the Distributor shall not delegate administrative privileges to a Product provided to Reseller or otherwise provide access to Customer Data to a third party (other than Reseller) without Reseller's prior consent or in violation of any Laws, including Data Protection Laws.

  2. Except as the Distributor and Reseller may otherwise agree, the Distributor shall use Customer Data only to provide Reseller with the Products and the support services specified under this CSP Agreement and to assist Reseller in the proper administration of the Products.

  3. Additionally, the Distributor shall not disclose Customer Data, including the content of communications, to law enforcement or other government authorities without the prior written consent of the Reseller, unless required to do so by Law.

  4. If the Distributor receives a request for Customer Data either directly from a law enforcement agency or as redirected to the Distributor by Microsoft, then the Distributor shall redirect the law enforcement agency to request that Customer Data directly from Reseller. If compelled to disclose Customer Data to law enforcement, then the Distributor shall immediately (i) notify Reseller; (ii) cooperate fully with Reseller in any reasonable efforts to intervene, quash or limit, or otherwise respond to, such requests; and (iii) after consultation with Reseller, only disclose the minimum amount of data necessary to comply with applicable Laws or judicial process.

  5. The Reseller shall (i) notify the individual users of the Products that their Personal Data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities when required by applicable Law as determined by the Distributor; and (ii) obtain individual users' consent to the same.

13.3Other Security Obligations. The Distributor will ensure (i) that only its Representatives that are authorized to use the Partner Portal are given access accounts, (ii) that its

Representatives access and use the Partner Center Portal responsibly, and (iii) that all access credentials are responsibly managed and secured.

14. NOTICE OF CHANGES

14.1Changes to this Channel Authorization. The Distributor reserves the right to unilaterally modify the terms of this CSP Agreement from time to time. The Distributor will provide the Reseller no less than one-hundred and eighty (180) days' prior notice before such changes become effective; after such time such changes to this CSP Agreement will become effective without further action by the parties. Any modification of this CSP Agreement per this provision will have prospective effect only.

14.2Changes to Available Products.

  1. Distributor may add new Products (or a form factor, version, or SKU of a Product) to the Price List at any time and without notice.

  2. Distributor may update, or otherwise modify, an existing Product to add new features or functionality at any time. The Distributor will provide the Reseller with no less than thirty (30) days' prior notice before discontinuing a Product or removing any existing features or functionality of a Product (or SKU of a Product), unless such discontinuance or removal relates to a currency fluctuation event.

14.3Changes to Price List.

  1. The Distributor may decrease or increase Product Fees listed on the Price List at any time. The Distributor will provide the Reseller with no less than thirty (30) days' prior preview of an updated Price List before such becomes effective; provided, however, that the Distributor reserves the right to make changes to the previewed Price List up until ten (10) days before the effective date of such Price List.

  2. Notwithstanding the foregoing:

  1. the prices for Microsoft Azure Services may change without notice; and

  2. the Distributor will not be required to provide any prior notice before the effectiveness of a decrease or increase in Product Fees that relates to a currency fluctuation event.

    1. Changes to Product Specific Terms. The Distributor may change the terms and conditions of the Product Specific Terms at any time. The Distributor will provide Company with no less than thirty (30) days' prior notice before such changes become effective.

    2. Changes to Territory. The Distributor may change the Territory at any time by providing the Reseller no less than sixty (60) days' prior notice.

    3. Changes to Non-Microsoft Products. The Distributor may change the prices for Non-Microsoft Products and may add or remove Non-Microsoft Products from the price lists at any time on notice to the Reseller.

  1. SUPPORT TERMS.

15.1Service Level Agreement. The current Online Services Service Level Agreement can be found at: http://www.aka.ms/csla.

15.2Severity Table. When the Reseller contacts the Distributor to escalate a Reseller issue, the incident will receive a severity level ranking based on the nature of the issue. This ranking will de抬ne the response guideline and on-going communication as the Distributor along with Microsoft works to resolve the incident. The following table shows the Distributor's severity and response guidelines.

Severity

Definition

Initial

Response Goal

A - Critical

One or more Products aren't accessible or are unusable. Production, operations, or deployment deadlines are severely affected, or there will be a severe impact on production or profitability. Multiple users or Products are affected.

2 hours

B -

Urgent

The Product is usable but in an impaired fashion. The situation has moderate business impact and can be dealt with during normal business hours. A single user, Reseller, or Product is partially affected.

4 hours

C -

Important

The situation has minimal business impact. The issue is important but does not have a current Product or productivity impact for the Reseller. A single user is experiencing partial disruption, but an acceptable workaround exists.

8 hours

15.3Business Continuity Management. If a Force Majeure Event inhibits the conduct of normal licensing or service operations, the Distributor may choose to immediately alter its operational procedures. In such cases, the Distributor will provide responsive instructions to the Reseller. The Reseller must follow such instructions until the Distributor declares its return to normal operations procedures.

  1. PRODUCT SPECIFIC TERMS AND CONDITIONS.

16.1Microsoft Azure Services Offer Terms. These terms will supplement the CSP Agreement.

  1. Preview Releases. Microsoft may make preview releases available from time-to time. Previews are provided "as-is," "with all faults," and "as-available," as further described in the CSP Customer Agreement and the Online Services Terms.

  2. Microsoft CSP Sandbox Environment. THE DISTRIBUTOR (A) PROVIDES THE APIS

AND CSP SANDBOX TENANT "AS-IS" AND WITH ALL FAULTS; (B) PROVIDES NO

WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,

INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE; AND (C) DOES NOT GUARANTEE THAT THE APIS OR CSP SANDBOX TENANT WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, OR THAT LOSS OF DATA WILL NOT OCCUR.

(c) The Distributor does not guarantee resource availability. The Distributor may change, suspend, or delete any sandbox tenant or sandbox subscriptions at any point without prior notice. The Distributor does not guarantee that the Distributor can retrieve configuration or data from changed, suspended, or deleted sandbox accounts or subscriptions.

16.2Microsoft Azure Stack Over Terms. Microsoft Azure Stack software or services hosted by the Distributor are:

  1. hosted by the Distributor and not Microsoft; and

  2. Use of such software or services is subject to the Distributor's data protection obligations as set out in the Master Services Agreement and not those of Microsoft.

16.3Skype for Business Online PSTN Services Over Terms.

(a) Important Information About Emergency Calling/911 in the US. 911 emergency calling operates differently with Skype for Business Online PSTN Calling services than on traditional telephone services. Resellers are required to notify each user of the Skype for Business Online PSTN Calling services of these differences. The differences include the following: (i) Skype for Business may not know the actual location of a 911 caller, which could result in a 911 call being routed to the wrong 911 call center and/or emergency services being dispatched to the wrong location; (ii) when a Skype for Business user dials a 911 call, the user may be asked by an operator to provide his or her current location to assist in properly routing the 911 call and dispatching emergency services; (iii) if the user's device has no power, is experiencing a power outage or, for any reason, cannot otherwise access the Internet, the user cannot make a 911 call through Skype for Business Online PSTN Calling services; and (iv) although Skype for Business Online PSTN Calling services can be used anywhere in the world where an Internet connection is available, users should not call 911 from a location outside the U.S. because the call likely will not be routed to the appropriate call center in that country.

17. GENERAL

17.1Entire Agreement. This CSP Agreement, the CSP Customer Agreement and the Indirect

Reseller Agreement forms the entire agreement between the parties. It supersedes any prior

or contemporaneous communications. Except for the Program Guides, this CSP Agreement can be changed only if both parties who entered into this Agreement sign an amendment.

17.2Notices. All notices and requests required or permitted under this CSP Agreement shall be in writing. Any notice or request provided for by this CSP Agreement shall be given either by personal delivery; facsimile transmission; certified mail, return receipt requested; or recognized overnight express courier service. Notice or request shall be deemed to be effective:

  1. when it is given, in the case of notice or request by personal delivery or by facsimile transmission (provided that in the case of notice by facsimile transmission delivery is electronically confirmed by the sender's telecopier);

  2. three days after deposit in the mail, in the case of notice or request by certified mail, return receipt requested; and

  3. one day after delivery to the courier service, in the case of notice or request by recognized overnight express courier service.

You must send notices by mail to the address below.

Notices to Distributor should be sent to: Notices to Microsoft should be sent to:

Grey Matter Ltd, The Old Maltings, Prigg Meadow, Ashburton, Devon, TQ13 7DF, UK

Notices to Microsoft should be sent to:

Microsoft Ireland Operations Limited, Atrium Block A, Carmen Hall Road, Sandyford Industrial Estate, Dublin 18, Ireland

A party may change its address for notification purposes by giving written notice of such change to the other party. Notwithstanding the foregoing, communications in the ordinary course of business (which do not include any notices related to payment, any dispute under or alleged breach of this CSP Agreement, any effort to enforce the terms of this CSP Agreement, or any notice regarding termination or modification of this CSP Agreement or the Products) may be sent via email to the appropriate contact.

17.3Assignment. Without Distributor's prior written consent, the Reseller may not assign or transfer this CSP Agreement or its rights or obligations under it, whether by contract or by operation of law (such as merger or sale of the Reseller's shares). The Reseller will provide Distributor with no less than 30 days' notice of any requested assignment and Distributor's consent will not be unreasonably withheld. Distributor may transfer Distributor's rights and obligations under this CSP Agreement without the Reseller's consent, but only to one of Distributor's Affiliates. Any prohibited assignment is void.

17.4No agency: Nothing in this CSP Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

17.5Language. The English language version of this CSP Agreement controls.

17.6Waiver.No waiver of any breach of this CSP Agreement shall be a waiver of any other breach, and any waiver must be in writing and signed by an authorized representative of the waiving party.

 

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17.7No Representations. Distributor has not made any representation to the Reseller about any Products other than as specifically stated in this CSP Agreement. The Reseller has relied on its own skill and judgment (or that of its advisers) in deciding to enter into this CSP Agreement. However, neither party limits nor excludes liability for fraudulent misrepresentations.

17.8Microsoft Corporation and Affiliates - Third Party Beneficiaries. Certain sections of this

CSP Agreement are for the benefit of Microsoft and its Affiliates. As a result, Microsoft and Microsoft's Affiliates are entitled to enforce this CSP Agreement. Accordingly, the parties agree that Microsoft's and its Affiliates may enforce such rights and promises in its own right

(without being required to add Microsoft as a party to any proceedings for such enforcement). Except for Microsoft's and its Affiliates, this CSP Agreement does not create any enforceable rights by anyone other than the Reseller and Distributor. Any representation or agreement made by Microsoft and its Affiliates that would change the terms of this CSP Agreement must be in writing and signed by Microsoft's authorized representative.

18. DISPUTE RESOLUTION

18.1If a dispute arises under this CSP Agreement (Dispute), including any Dispute arising out of any amount due to a party hereto, then before bringing any suit, action or proceeding in connection with such Dispute, a party must first give written notice of the Dispute to the other party describing the Dispute and requesting that it is resolved under this dispute resolution process (Dispute Notice).

18.2If the parties are unable to resolve the Dispute within thirty (30) calendar days of delivery of the Dispute Notice, then each party will promptly (but no later than five Business Days thereafter):

  1. appoint a designated representative who has sufficient authority to settle the Dispute and who is at a higher management level than the person with direct responsibility for the administration of this CSP Agreement (Designated Representative); and

  2. notify the other party in writing of the name and contact information of such Designated Representative.

18.3The Designated Representatives will then meet as often as they deem necessary in their reasonable judgment to discuss the Dispute and negotiate in good faith to resolve the Dispute. The Designated Representatives will mutually determine the format for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one party to the other party will be honoured.

18.4If the parties are unable to resolve the Dispute within thirty (30) calendar days after the appointment of both Designated Representatives, then either party may proceed with any other available remedy.

19. STAFF TRANSFER AND NON-SOLICITATION

19.1It is not intended that any staff be transferred from the Distributor to the Reseller or from the Reseller to the Distributor pursuant to this Agreement or that any relevant transfer occur for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (the Regulations).

19.2The Reseller shall not solicit the Distributor's or its Group Company's staff, contractors’ consultants or sub-contractors during the lifetime of this CSP Agreement and for a period of 9 months thereafter. For the purposes of this clause ‘solicit' means the soliciting of such person with a view to engaging such person as an employee, director, sub-contractor or independent contractor.

19.3In the event, that the Reseller is in breach of clause 19.2 above then it shall pay to the

Distributor by way of liquidated damages an amount equal to 50% per cent of the gross

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annual budgeted fee income (as at the time of the breach or when such person was last in the service of the relevant party) of the person so employed or engaged. This provision shall be without prejudice to the Distributor's ability to seek injunctive relief.

19.4The Reseller hereby acknowledges and agrees that the formula specified in clause 19.3 above is a reasonable estimate of the loss which would be incurred by the loss of the person so employed or engaged.

19.5The Reseller shall not during the lifetime of this CSP Agreement and for a period of 12 months thereafter, deal with or seek the custom of any person that is or was within the previous 12 months (from the start of the Agreement), a client or reseller of the Distributor.

19.6Each of the covenants in this clause is considered fair and reasonable by the parties

20. GOVERNING LAW

This CSP Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

21. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this CSP Agreement or its subject matter or formation (including non-contractual disputes or claims).

Payment Method - Direct Debit

For a seamless invoicing and payment process, Direct Debit is the preferred payment method. Please speak to your account manager if you have any issues with this and wish to discuss your options.

Grey Matter partners with GoCardless for Direct Debit payments, please use the link below to authorise Direct Debits from your bank account if you have not already done so.

Authorise Direct Debits

This CSP Agreement has been entered into on the date stated at the beginning of it.

 Microsoft Customer Agreement 

This Microsoft Customer Agreement (the “Agreement”) is between Customer and Microsoft and consists of these General Terms, the applicable Use Rights and SLAs, and any additional terms Microsoft presents when an order is placed. This Agreement takes effect when the Customer accepts these General Terms. The individual who accepts these General Terms represents that he or she is authorized to enter into this Agreement on behalf of the Customer.

General Terms

These General Terms apply to all of Customer’s orders under this Agreement. Capitalized terms have the meanings given under “Definitions.”

License to use Microsoft Products

a. License grant. Products are licensed and not sold. Upon Microsoft’s acceptance of each order and subject to Customer’s compliance with this Agreement, Microsoft grants Customer a nonexclusive and limited license to use the Products ordered as provided in the applicable Use Rights and this Agreement. These licenses are solely for Customer’s own use and business purposes and are non-transferable except as expressly permitted under this Agreement or applicable law.

b. Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period unless renewed. Licenses granted for metered Products billed periodically based on usage continue as long as Customer continues to pay for its usage of the Product. All other licenses become perpetual upon payment in full.

c. Applicable Use Rights. For perpetual licenses, the Use Rights in effect when Customer orders a Product will apply. For subscriptions, the Use Rights in effect at the start of each subscription period will apply. Customers with subscriptions for Software may use new versions released during the subscription period subject to the Use Rights in effect when those versions are released. For metered Products billed periodically based on usage, the Use Rights in effect at the start of each billing period will apply during that period. Microsoft may update the Use Rights periodically, but material adverse changes for a particular version will not apply during the applicable license, subscription, or billing period.

d. End Users. Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement.

e. Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Microsoft. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement.

f. Reservation of Rights. Microsoft reserves all rights not expressly granted in this Agreement. Products are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.

g. Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer must not (and is not licensed to):

(1) reverse engineer, decompile, or disassemble any Product, or attempt to do so;

(2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms;

(3) work around any technical limitations in a Product or restrictions in Product documentation;

(4) separate and run parts of a Product on more than one device;

(5) upgrade or downgrade parts of a Product at different times;

(6) transfer parts of a Product separately; or

(7) distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer hosting services to a third party.

h. License transfers. Customer may only transfer fully-paid, perpetual licenses under this Agreement to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Product and render any copies unusable. Customer must notify Microsoft of a license transfer and provide the transferee a copy of these General Terms, the applicable Use Rights and any other documents necessary to show the scope, purpose and limitations of the licenses transferred. Nothing in this Agreement prohibits the transfer of Software to the extent allowed under applicable law if the distribution right has been exhausted.

i. Customer Eligibility. Customer agrees that if it is purchasing academic, government or nonprofit offers, Customer meets the respective eligibility requirements (https://aka.ms/eligiblitydefinition). Microsoft reserves the right to verify eligibility and suspend product use if requirements are not met.

Non-Microsoft Products.

Non-Microsoft Products are provided under separate terms by the Publishers of such products. Customer will have an opportunity to review those terms prior to placing an order for a Non-Microsoft Product through a Microsoft online store or Online Service. Microsoft is not a party to the terms between Customer and the Publisher. Microsoft may provide Customer’s contact information and transaction details to the Publisher. Microsoft makes no warranties and assumes no responsibility or liability whatsoever for Non-Microsoft Products. Customer is solely responsible for its use of any Non-Microsoft Product.

 

Verifying compliance.

Customer must keep records relating to Products it and its Affiliates use or distribute. At Microsoft’s expense, Microsoft may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Microsoft may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Microsoft or the auditor reasonably requests related to the verification and access to systems running the Products. If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. Without limiting Microsoft’s other remedies, if unlicensed use is 5% or more of Customer’s total use of all Products, Customer must reimburse Microsoft for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.

 

Privacy.

a. Personal Data. Customer consents to the processing of Personal Data by Microsoft and its Affiliates, and their respective agents and subcontractors, as provided in this Agreement. Before providing Personal Data to Microsoft, Customer will obtain all required consents from third parties (including Customer’s contacts, Partners, distributors, administrators, and employees) under applicable privacy and data protection laws.

b. Location of Personal Data. To the extent permitted by applicable law, Personal Data collected under this Agreement may be transferred, stored and processed in the United States or any other country in which Microsoft or its Affiliates, or their respective agents and subcontractors, maintain facilities. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland.

 

Confidentiality.

a. Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services.

b. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. The Online Services Terms may provide additional terms regarding the disclosure and use of Customer Data.

c. Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

d. Residual information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.

e. Duration of Confidentiality obligation. These obligations apply (1) for Customer Data, until it is deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.

 

Product warranties.

a. Limited warranties and remedies.

(1) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.

(2) Software. Microsoft warrants that the Software version that is current at the time will perform substantially as described in the applicable Product documentation for one year from the date Customer acquires a license for that version. If it does not, and Customer notifies Microsoft within the warranty term, Microsoft will, at its option, (a) return the price Customer paid for the Software license or (b) repair or replace the Software.

The remedies above are Customer’s sole remedies for breach of the warranties in this section. Customer waives any warranty claims not made during the warranty period.

b. Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, preview, or prerelease products, or to components of Products that Customer is permitted to redistribute.

c. Disclaimer. Except for the limited warranties above and subject to applicable law, Microsoft provides no other warranties or conditions for Products and disclaims any other express, implied or statutory warranties for Products, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose.

 

Defense of third-party claims.

The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.

a. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product made available by Microsoft for a fee and used within the scope of the license granted under this Agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Microsoft is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s license and refund any license fees (less depreciation for perpetual licenses), including amounts paid in advance for unused consumption for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product after being notified to stop due to a third-party claim.

b. By Customer. To the extent permitted by applicable law, Customer will defend Microsoft and its Affiliates against any third-party claim to the extent it alleges that: (1) any Customer Data or Non-Microsoft Product hosted in an Online Service by Microsoft on Customer's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product, alone or in combination with anything else, violates the law or harms a third party.

Limitation of liability.

For each Product, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Products during the term of the applicable licenses, subject to the following:

a. Subscriptions. For Products ordered on a subscription basis, Microsoft’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Product during the 12 months before the incident.

b. Free Products and distributable code. For Products provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000.

c. Exclusions. In no event will either party be liable for loss of revenue or loss of anticipated savings (in either case whether direct or indirect), indirect, incidental, special, punitive, or consequential damages, loss of use, loss of business information, or interruption of business, however caused or on any theory of liability.

d. Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.

Liability for death or personal injury. In any case where the law of England and Wales applies per the terms of the Agreement or the determination of a court, nothing in this Agreement shall exclude liability for death or personal injury caused by negligence or liability for fraudulent misrepresentation

Partners.

a. Selecting a Partner. Customer may authorize a Partner to place orders on Customer’s behalf and manage Customer’s purchases by associating the Partner with its account. If the Partner’s distribution right is terminated, Customer must select an authorized replacement Partner or purchase directly from Microsoft. Partners and other third parties are not agents of Microsoft and are not authorized to enter into any agreement with Customer on behalf of Microsoft.

b. Partner Administrator privileges and access to Customer Data. If Customer purchases Online Services from a Partner or chooses to provide a Partner with administrator privileges, that Partner will be the primary administrator of the Online Services and will have administrative privileges and access to Customer Data and Administrator Data. Customer consents to Microsoft and its Affiliates providing the Partner with Customer Data and Administrator Data for purposes of provisioning, administering and supporting (as applicable) the Online Services. Partner may process such data according to the terms of Partner’s agreement with Customer, and its privacy commitments may differ from Microsoft’s. Customer appoints Partner as its agent for purposes of providing and receiving notices and other communications to and from Microsoft. Customer may terminate the Partner’s administrative privileges at any time.

c. Support and Professional Services. Customer’s Partner will provide details on support services available for Products purchased under this agreement. Support services may be performed by Partner or its designee, which in some cases may be Microsoft. If Customer purchases Professional Services under this agreement, the performance of those Professional Services will be subject to the terms and conditions in the Use Rights.

Pricing and payment.

If Customer orders from a Partner, the Partner will set Customer’s pricing and payment terms for that order, and Customer will pay the amount due to the Partner. Pricing and payment terms related to orders placed by Customer directly with Microsoft are set by Microsoft, and Customer will pay the amount due as described in this section.

a. Payment method. Customer must provide a payment method or, if eligible, choose to be invoiced for purchases made on its account. By providing Microsoft with a payment method, Customer (1) consents to Microsoft’s use of account information regarding the selected payment method provided by the issuing bank or applicable payment network; (2) represents that it is authorized to use that payment method and that any payment information it provides is true and accurate; (3) represents that the payment method was established and is used primarily for commercial purposes and not for personal, family or household use; and (4) authorizes Microsoft to charge Customer using that payment method for orders under this Agreement.

b. Invoices. Microsoft may invoice eligible Customers. Customer’s ability to elect payment by invoice is subject to Microsoft’s approval of Customer’s financial condition. Customer authorizes Microsoft to obtain information about Customer’s financial condition, which may include credit reports, to assess Customer’s eligibility for invoicing. Unless the Customer’s financial statements are publicly available, Customer may be required to provide their balance sheet, profit and loss and cash flow statements to Microsoft. Customer may be required to provide security in a form acceptable to Microsoft to be eligible for invoicing. Microsoft may withdraw Customer’s eligibility at any time and for any reason. Customer must promptly notify Microsoft of any changes in its company name or location and of any significant changes in the ownership, structure, or operational activities of the organization.

c. Invoice Payment terms. Each invoice will identify the amounts payable by Customer to Microsoft for the period corresponding to the invoice. Customer will pay all amounts due within thirty (30) calendar days following the invoice date.

d. Late Payment. Microsoft may, at its option, assess a late fee on any payments to Microsoft that are more than fifteen (15) calendar days past due at a rate of two percent (2%) of the total amount payable, calculated and payable monthly, or the highest amount allowed by law, if less.

e. Cancellation fee. If a subscription permits early termination and Customer cancels the subscription before the end of the subscription or billing period, Customer may be charged a cancellation fee.

f. Recurring Payments. For subscriptions that renew automatically, Customer authorizes Microsoft to charge Customer’s payment method periodically for each subscription or billing period until the subscription is terminated. By authorizing recurring payments, Customer authorizes Microsoft to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account (in the case of Automated Clearing House or similar debits), as charges to the designated card account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Microsoft or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the amount due.

g. Taxes. Microsoft prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to Microsoft, Customer shall also pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and that Microsoft is permitted to collect from Customer. Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer to its Affiliates. Microsoft shall be responsible for all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes on its property ownership.

If any taxes are required to be withheld on payments invoiced by Microsoft, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Microsoft an official receipt for those withholdings and other documents reasonably requested to allow Microsoft to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.

Term and termination.

a. Term. This Agreement is effective until terminated by a party, as described below.

b. Termination without cause. Either party may terminate this Agreement without cause on 60 days’ notice. Termination without cause will not affect Customer’s perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement.

c. Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement on 30 days’ notice for material breach if the other party fails to cure the breach within the 30-day notice period. Upon such termination, the following will apply:

(1) All licenses granted under this Agreement will terminate immediately except for fully-paid, perpetual licenses.

(2) All amounts due under any unpaid invoices shall become due and payable immediately. For metered Products billed periodically based on usage, Customer must immediately pay for unpaid usage as of the termination date.

(3) If Microsoft is in breach, Customer will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.

d. Suspension. Microsoft may suspend use of an Online Service without terminating this Agreement during any period of material breach. Microsoft will give Customer notice before suspending an Online Service when reasonable.

e. Termination for regulatory reasons. Microsoft may modify, discontinue, or terminate a Product in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for Microsoft to continue offering the Product without modification; or (3) causes Microsoft to believe these terms or the Product may conflict with any such regulation, obligation, or requirement. If Microsoft terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.

Miscellaneous.

a. Independent contractors. The parties are independent contractors. Customer and Microsoft each may develop products independently without using the other’s Confidential Information.

b. Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the products and services of others.

c. Amendments. Microsoft may modify this Agreement from time to time. Changes to the Use Rights will apply as provided in this Agreement. Changes to other terms will not apply until Customer accepts them. Microsoft may require Customer to accept revised or additional terms before processing a new order. Any additional or conflicting terms and conditions contained in a purchase order or otherwise presented by Customer are expressly rejected and will not apply.

d. Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights Microsoft may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.

e. U.S. export. Products are subject to U.S. export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end use and destination restrictions by U.S. and other governments related to Microsoft products, services, and technologies.

f. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.

g. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

h. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

i. Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.

j. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to Microsoft must be sent to the following address:

Microsoft Ireland Operations Limited

One Microsoft Place

South County Business Park

Leopardstown

Dublin 18, Ireland

Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Microsoft may send notices and other information to Customer by email or other electronic form.

k. Applicable law. This Agreement will be governed by and construed in accordance with the laws of Ireland. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.

l. Dispute resolution. When bringing any action arising under this Agreement, the parties agree to the following exclusive venues:

(1) If Microsoft brings the action, the venue will be where Customer has its headquarters.

(2) If Customer brings the action against Microsoft or any Microsoft Affiliate located outside of Europe, the venue will be the state or federal courts in King County, State of Washington, USA.

(3) If Customer brings the action against Microsoft or any Microsoft Affiliate located in Europe, and not also against Microsoft or a Microsoft Affiliate located outside of Europe, the venue will be the Republic of Ireland.

The parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.

m. Order of precedence. These General Terms will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents, except that conflicting terms in the Use Rights take precedence over these General Terms as to the applicable Products. Terms in the Online Services Terms take precedence over conflicting terms in the Product Terms. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.

n. Microsoft Affiliates and contractors. Microsoft may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain services. Microsoft remains responsible for their performance.

o. Government procurement rules. By accepting this agreement, Customer represents and warrants that (i) it has complied and will comply with all applicable government procurement laws and regulations; (ii) it is authorized to enter into this Agreement; and (iii) this Agreement satisfies all applicable procurement requirements.

Definitions.

“Administrator Data” means the information provided to Microsoft or its Affiliates during sign-up, purchase, or administration of Products.

“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

“Confidential Information” is defined in the “Confidentiality” section.

“Customer” means the entity identified as such on the account associated with this Agreement.

“Customer Data” means all data, including all text, sound, software, image or video files that are provided to Microsoft or its Affiliates by, or on behalf of, Customer and its Affiliates through use of Online Services.

“End User” means any person Customer permits to use a Product or access Customer Data. “Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.

“Microsoft” means Microsoft Ireland Operations Limited.

“Non-Microsoft Product” means any third-party-branded software, data, service, website or product, unless incorporated by Microsoft in a Product.

“Online Services” means Microsoft-hosted services to which Customer subscribes under this Agreement. It does not include software and services provided under separate license terms.

“Online Services Terms” means the additional terms that apply to Customer’s use of Online Services published on the Licensing Site and updated from time to time.

“Partner” means a company Microsoft has authorized to distribute Products to Customer.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Product” means all Software and Online Services identified in the Product Terms that Microsoft offers under this Agreement, including previews, prerelease versions, updates, patches and bug fixes from Microsoft. Product availability may vary by region. “Product” does not include Non-Microsoft Products.

“Product Terms” means the document that provides information about Products available under this Agreement. The Product Terms document is published on the Licensing Site and is updated from time to time.

“Publisher” means a provider of a Non-Microsoft Product.

“Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.

“SLA” means Service Level Agreement, which specifies the minimum service level for the Online Services and is published on the Licensing Site.

“Software” means licensed copies of Microsoft software identified in the Product Terms. Software does not include Online Services, but Software may be part of an Online Service.

“use” means to copy, download, install, run, access, display, use or otherwise interact with.

“Use Rights” means the license terms and terms of service for each Product published on the Licensing Site and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are publish