Microsoft Cloud Solution Products

1. Supply of Microsoft Cloud Solution Products 

1.1 You authorise us to order Microsoft Cloud Solution products (including Azure Services, Microsoft 365, Office 365, Dynamics and other Microsoft seat-based and cloud-based products and services) for you: 

(a)  as requested in writing by you; or 

(b)  following your written acceptance of a quote or proposal from us. 

1.2  You are responsible for: 

(a)  all subscriptions for Microsoft Cloud Solution product licences; 

(b)  all usage of Microsoft Cloud Solution products; and 

(c)  all activity, 

recorded in your Microsoft customer account, including where you have authorised us to act on your behalf in relation to subscriptions or usage. 

We have no obligation to supervise or in any way monitor your subscriptions for or usage of Microsoft Cloud Solution products. 

2. Basis of Supply for Microsoft Cloud Solution Products 

2.1  As a direct billing partner, iT360 has accepted the Microsoft Customer Agreement on your behalf. For a copy of the agreement, please reach out to iT360 for this. By agreeing to these Terms, you acknowledge that, you:

(a)  confirm iT360 can accept the Microsoft Customer Agreement on your behalf as a direct billing partner; and 

(b)  acknowledge that we are not permitted to revise the applicable Microsoft Customer Agreement in any way. 

2.2  If Microsoft updates the applicable Microsoft Customer Agreement, you must accept the new Microsoft Customer Agreement at or before renewal of your subscription for the applicable Microsoft Cloud Solution product. We will make the updated applicable MCA available to you prior to the renewal of your relevant subscription and by permitting the relevant subscription to renew, you are deemed to have accepted the updated applicable Microsoft Customer Agreement.

2.3  You acknowledge and agree that Microsoft may send direct communications to you related to the terms of the Microsoft Customer Agreement or the operation or delivery of Microsoft Cloud Solution products. 

2.4  Nothing in this schedule or the Terms alters any of the terms between you and Microsoft under the applicable Microsoft Customer Agreement. 

3. Terms of Subscription for Microsoft Cloud Solution Products 

3.1  We will advise you as to the respective terms available for the different Microsoft Cloud Solution products that you may subscribe a licence for. Please note that some Microsoft Cloud Solution products do not allow for monthly subscription terms. 

3.2  You may instruct us to subscribe for a Microsoft Cloud Solution product licence on a monthly (if available), annual, or multi-year term basis. 

3.3  Please note that Microsoft charges a twenty-percent (20%) premium for monthly term subscriptions as compared against annual and multi-year subscriptions for the same product types. 

4. Renewal 

4.1  For annual or multi-year licence subscriptions, we will notify you roughly 30 days prior to the date of the expiry of your subscription. 

4.2  Unless you notify us in writing not less than 2 weeks prior to the expiration of the initial subscription or a renewal subscription, all subscription licences for Microsoft Cloud Solution products will automatically renew for the same term as the initial subscription term or renewal subscription term (as applicable) upon the expiry of the subscription term.

4.3  Please note that if you subscribe for different subscription terms (e.g. monthly and annual) for the same Microsoft Cloud Solution product, that will result in different renewal dates for each of the subscriptions, even if they are for the same Microsoft Cloud Solution product. 

5. Pricing Adjustment 

5.1  All pricing of licences for Microsoft Cloud Solution products are subject to change as notified by Microsoft to us; however, if you have subscribed for an annual or multi-year subscription term, then the price for such licence will remain locked for the duration of thatterm. Additionally, the price locked in for such annual or multi-year subscription will apply to any additional seats you subscribe for under such subscription licence (an Increment) during its subscription term. 

5.2  For annual and multi-year subscriptions, we will inform you of any price changes around 30 days before the automatic renewal of your subscription. 

6. Prorated Invoicing 

6.1 If we agree to it in writing (such as in our letter of engagement or proposal or email discussion), we will prorate annual and multi-year subscriptions and invoice you on a monthly basis.  

7. Increase in Seats 

7.1  You may effect an Increment for an existing subscription licence at any time during such subscription’s term at the relevant price for such additional seat in effect at such time (including at any locked in price in accordance with clause 5.1). 

7.2  If you effect an Increment during an existing subscription term, you may reverse such Increment within 7 days after effecting it and we will provide you with a prorated refund. 

7.3  You will be committed to the additional seats 7 days after effecting an Increment and you will not receive a refund for any unused seats. We have a window of 7 days after purchasing to cancel the subscription.

7.4  Any reversal of an Increment made in accordance with clause 7.2: 

(a)  may not reflect on an invoice until the next invoicing period; and/or 

(b)  may result in us providing you with a prorated credit which will reflect in the next invoicing period. 

8. Cancellation and Decrease in Seats 

8.1 You have 7 days after the start of your subscription term or the renewal date of a licence subscription to: 

(a)  decrease the number of seats you have for such subscription (a Decrement); and/or 

(b)  cancel the subscription or renewal, 

to be eligible for a prorated refund from us. After the first 7 days of the start of your subscription or renewal: 

(c) you are committed to the subscription or renewal term; 

(d)  you are responsible for the full cost of the remainder of the subscription or renewal term; and 

(e)  you will not receive are fund for any unused portion of the committed subscription or renewal term. [See 

8.2 Due to the possibility of a renewal date not aligning with our invoicing date, any Decrement made in accordance with clause 8.1: 

(a)  may not reflect on an invoice until the next invoicing period; and/or 

(b)  may result in us providing you with a prorated credit which will reflect in the next invoicing period. 

9. Upgrading a Subscription 

9.1 You may request to fully upgrade (all seats) or partially upgrade (a portion of the seats) an existing subscription during the term of such subscription; however: 

(a)  upgrades are not available if the existing subscription is within its 7 days cancellation window; and 

(b)  upgrading a subscription will not enable a cancellation window under the new subscription. 

10. Transfer of Subscription 

10.1 You may not transfer or assign a subscription for a licence of a Microsoft Cloud Solution product until the end of such subscription licence’s term. 

11. Supplier Administrator Access 

11.1 You acknowledge and agree that during the term of our agreement under the Terms and for the purposes of any subscription for a licence of a Microsoft Cloud Solution product: 

(a)  you will confirm us as being your supplier of the Microsoft Cloud Solution products; 

(b)  we will be the primary administrator of the Microsoft Cloud Solution products for you during the term of the subscription; 

(c)  you will grant us administrative privileges and access to Customer Data; and 

(d)  you appoint us as your agent to interface with and provide instructions to Microsoft. 

11.2 You consent to Microsoft providing us with: 

(a)  information that you provide to Microsoft; and 

(b)  Customer Data, 

for the Permitted Purposes. 

12. Warranty for Microsoft Cloud Solution Products 

12.1 We will use reasonable endeavours to assist you in dealing with Microsoft on any warranty claims in respect of any Microsoft Cloud Solution product you have subscribed to from us or through us.