Microsoft Cloud Solution Provider Product Terms

1.        Microsoft Cloud Solution Provider Product Terms
1.1     These Product Terms form part of the Agreement and set out additional terms on which Atarix provides Microsoft Online Services.
1.2     The Customer acknowledges that Microsoft requires Atarix to include certain terms in its customer contracts in respect of Microsoft Online Services and that, accordingly, these Product Terms are mandatory and cannot be amended.
1.3     These Product Terms apply whether Atarix is procuring Microsoft Online Services for the Customer as a direct Microsoft cloud solution provider or through a third-party indirect Microsoft cloud solution provider.

1.4     Definitions:
“Microsoft Agreement” the agreement (and associated terms) entered into between the Customer and Microsoft in respect of any Microsoft Online Services in such form as Microsoft offers from time to time and which, as at the date of this Agreement shall include the Microsoft Cloud Agreement, Microsoft Product Terms Agreement and the Online Services Agreement available at: https://docs.microsoft.com/en-us/partner-center/agreements and https://www.microsoft.com/en-us/licensing/product-licensing/products (as such URL may be updated from time to time by Microsoft).
“Microsoft Online Services” any access to online products and services (whether on a usage or licenced basis) provided to the Customer by Microsoft under the Microsoft Agreement from time to time.

1.5     Information about the Microsoft Online Services
a. Details regarding the Microsoft Online Service subscription types are set out in documentation made available by Microsoft from time to time.
b. These Product Terms are in addition to the Microsoft Agreement between the Customer and Microsoft and, by signing the Agreement, accessing the Microsoft Online Services and on any renewal of the Microsoft Online Services subscription, the Customer agrees to comply with both the Agreement and the Microsoft Agreement. The Agreement does not grant the Customer any rights to use the Microsoft Online Services which shall be granted under the Microsoft Agreement.
c. The Customer acknowledges that the Microsoft Agreement may be updated from time to time. Such updated terms are mandatory unless Microsoft states otherwise and it is the Customer’s responsibility to check for updates and ensure continued compliance with the Microsoft Agreement.
d. Atarix shall be entitled to make reasonable amendments to these Product Terms to reflect any changes to the Microsoft Agreement or any changes to the terms Microsoft imposes on Atarix and the Customer shall agree to any such reasonable changes.
e. Should there be any conflict between the Agreement and the Microsoft Agreement with respect to the Microsoft Online Services then the Microsoft Agreement will prevail.
f. Microsoft has no liability to the Customer whatsoever under the Agreement and its liability to the Customer shall be as set out in the Microsoft Agreement.

1.6     Customer Data
a. Atarix may need to disclose or transfer Customer data to Microsoft pursuant to the provision of the Microsoft Online Services and the Customer agrees that Microsoft’s use of any such data is governed under the Microsoft Agreement and not the Agreement. Accordingly, Atarix shall have no liability for any acts or omissions of Microsoft in respect of such data.
b. The Customer acknowledges and agrees that Microsoft may store, transfer and process any Customer data referred to in (a) above in the United States or any other jurisdiction in which Microsoft or its Affiliates or its or their contractors maintain facilities and such processing shall be governed by the Microsoft Agreement. The Customer further acknowledges that Atarix and/or Microsoft may be required to disclose Customer data to governmental, regulatory and/or law enforcement authorities. Customer warrants that it shall obtain all required consents from, and issue all required notices to, third parties in respect of the processing of personal data as anticipated by the Agreement before providing any such data to Atarix.

1.7     Atarix’s Obligations
a. Atarix provides no warranties in respect of the Microsoft Online Services (and the warranties under the Microsoft Agreement shall apply) and Atarix shall not be responsible for any downtime or unavailability of Microsoft Online Services.
b. If Microsoft applies any service credit in accordance with the SLA under the Microsoft Agreement, Atarix shall credit the Customer with the same. The Customer acknowledges (and agrees) that Microsoft shall at any time have the right to audit outages on a per-subscription or per service basis and the Customer shall provide Atarix and Microsoft with reasonable assistance and co-operation on any such audit.

1.8     Contract Term
a. The minimum Initial Term for all Microsoft Online Services (whether licensed-based or usage-based) is 12 months or such other period as may be set out in the Order Form (or, if different, as Microsoft may specify in its Program Guide).
b. Subject to paragraph 1.11 and the General Terms, at the end of the Initial Term subscriptions will automatically renew for subsequent Renewal Periods and each such Renewal Period shall either be a further 12 months or such other period as may be set out in the Order Form (or, if different, as Microsoft may specify in its Program Guide).

1.9     Fees
a. Where Atarix incurs additional or increased third party costs directly relating to the procurement and/or provision of Microsoft Online Services, Atarix shall be entitled to increase its Fees in proportion to such additional or increased costs. Atarix will provide evidence of such increased amount upon receipt of notice by Customer. Atarix shall provide the Customer with as much notice of any such Fee increase as is reasonably practicable.

1.10  Invoicing and Payment
a. Unless otherwise set out in the Order Form, invoicing for licensed-based services is monthly in advance. Invoicing for usage-based services is monthly in arrears. Atarix shall be entitled to alter its invoice timing and frequency if Microsoft does so.
b. The first invoice for licensed-based services shall cover the part month period from the Commencement Date up to the next invoicing date (with the monthly Fees being pro-rated according to the full days in that part-month period) plus a further full month’s Fees.

1.11  Change, Suspension or Termination and Consequences
a. Microsoft may (without liability to the Customer) change the subscription SKUs available, description, features and/or functionality of the Microsoft Online Services and Microsoft may suspend, cancel or reject the renewal of, the provision of Microsoft Online Services to the Customer including as set out in the Microsoft Agreement.
b. Atarix may (without liability to the Customer) suspend, cancel or reject the renewal of, the provision of Microsoft Online Services to the Customer if:
(i) the Customer or Microsoft terminates the Microsoft Agreement;
(ii) Atarix is not authorised to resell the Microsoft Online Services; and
(iii) as otherwise set out in the General Terms.
c. If there is any such change, cancellation or suspension as referred to in (a) or (b) above:
(i) this will not affect Atarix’s right to invoice the Customer (and the Customer’s obligation to pay) for orders where Atarix continues to incur third party costs in respect of the Microsoft Online Services; and
(ii) the Customer will not have any claim against Microsoft, any third-party cloud solution provider or Atarix under the Agreement.
d. If a Customer wishes to terminate Microsoft Online Services during the Initial Term or a Renewal Period, the Customer shall pay the Fees for the remainder of the Term.
e. Termination of Support Services in respect of Microsoft Online Services shall automatically terminate the Customer’s subscription to such services.
f. In the event of service suspension all Customer data will be deleted by or on behalf of Microsoft at any time on or after 90 days (unless the Services are re-activated within that period).
g. Following termination,
(i) if the Customer is taking Microsoft Online Services through another provider it is the Customer’s responsibility to manage the transition of the Microsoft Online Services to its new provider; and
(ii) if the Customer is no longer using Microsoft Online Services in any manner, its data will remain within the Microsoft infrastructure for up to 90 days (but will not be accessible in this time unless the Microsoft Online Services have been procured through another provider) and then will no longer be available. Accordingly, if a Customer is not planning to procure the same Microsoft Online Services through another partner within 90 days of the termination or expiry date, then it must ensure that Customer data migration has been completed before expiry or termination.