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Microsoft Cloud Products - Service Schedule

(Version:  May 2023)

1. BACKGROUND

1.1 Words that are capitalised but have not been defined in this Service Schedule have the meanings given to them in the Standard Terms.

1.2 In case of any conflict between any of the terms in this Service Schedule and the terms in the Standard Terms, the terms of this Service Schedule will take priority.

1.3 In order to satisfy Microsoft’s Product resale requirements, we each have agreed to enter into this Service Schedule.

2. MICROSOFT TERMS

2.1 We may assist you to specify or choose Products but the assessment and selection of your chosen Products for your purposes remain your ultimate responsibility. We do not warrant or represent that the performance of the Products will be adequate for you and shall not be liable for any inaccuracies in any element of any service specification supplied in connection with any Product. We only undertake that in giving assistance we have acted in good faith and have not been wilfully misleading.

2.2 You acknowledge that Microsoft is a third party, which we do not control. We make no representation, guarantee or warranty about Microsoft’s delivery of any Products or their reliability, credit rating or solvency.

2.3 You shall use, and shall procure that your end user use, the Products in compliance with Applicable Laws and any fair usage policy (as amended from time to time) notified to you by us or Microsoft.

2.4 Your warranties. You warrant and represent to us:

2.4.1 that you are incorporated and established in the Territory and shall not make any payments to us for the Products from outside the Territory;

2.4.2 that you accept the terms of the Customer Agreement with Microsoft and the person signing it is authorised to do so on your behalf;

2.4.3 by accepting the terms of the Customer Agreement, you agree to observe and comply with it; and

2.4.4 except where we have otherwise agreed in writing to act on your behalf in respect of a certain matter, you will deal with Microsoft with respect to any loss or damage suffered by you under the Customer Agreement and any loss or damage will not be enforceable against us.

2.5 Microsoft’s discretion. Microsoft may accept or reject your order for Product’s at Microsoft’s discretion. Accordingly, if Microsoft reject your Order, we may cancel your Order for Products (in whole or in part) on giving you written notice (even if we have previously accepted the Order in accordance with the Standard Terms).

2.6 New Releases of Existing Products. You acknowledge and agree that Microsoft may modify a Product, or may release a new version of a Product at any time and for any reason including, but not limited to, to address customer needs or otherwise address competitive demands, to respond to a government regulation, order, or law, or to advance innovation in its Product offerings. Microsoft reserves the right to add new features or functionality to, or remove existing features or functionality from, a Product.

2.7 Auto-Renewal. Your Subscriptions will automatically renew at the end of the Initial Term and each Additional Term. You may opt out of this automatic renewal system by giving us not less than three months’ written notice prior to the end of the then current term. Each renewal term will be for a period of 12 months. Pricing for a renewal term will be our pricing in effect as of the commencement of the renewal term.

2.8 Disablement. Microsoft may disable your Subscription for legal or regulatory reasons or as otherwise permitted under this Service Schedule and we will notify you of a disablement as soon as commercially reasonable.

2.9 Service Level Agreement Credits. Microsoft makes certain service levels commitments to you in Microsoft’s SLA provided in the Customer Agreement. If you wish to make a claim on the Microsoft’s SLA, you must escalate the claim to us and we will pass it on to Microsoft for review. The claim will be reviewed according to Microsoft’s SLA review process. If applicable, we will then apply any credit due on next billing reconciliation report. Microsoft reserve the right to audit outages on a per Subscription or per service basis at any time.

2.10 Microsoft communications. Microsoft may send direct communications to you related to the terms of the Customer Agreement or the operation or delivery of the Product. You must provide accurate contact information for the administrator of each of your domains.

2.11 Digital Partner of Record. We will provide you with standard support Services for your Product. We will notify you on what those standard support Services cover separately in writing. Those standard support Services can be enhanced and will be subject to separate terms. As a result of the provision of any of those support Services, you agree to attach us as your digital partner of record (DPOR) to your Product at our request. DPOR benefits you, us and Microsoft and helps us optimise your usage of the Product. You can add us as your DPOR through your Product account administration page (we can show you how to do this on request) or by following a link we generate for you.

2.12 Academic, Charity and Government Products. Microsoft may offer Products that are identified on the price list as academic, charity or government. You must have Microsoft’s approval to purchase such Products and you may use those Products only if you meet Microsoft’s qualification criteria.

2.13 Customer Data. The security, privacy and data protection commitments made by Microsoft in the Customer Agreement only apply to the Products purchased from Microsoft.

2.14 Cloud-Based Products. You shall ensure that if you save or in any way process personal data via a cloud-based Product, you acknowledge and:

2.14.1 agree to select the cloud-based Product in compliance with your legal obligations in view of the intended use of the Product;

2.14.2 agree to fulfil and procure for all other legal and technical provisions and requirements (e.g. consent of users, data processing agreements, encryption) to comply with applicable data protection requirements (including the Data Protection Laws); and

2.14.3 accept the scope of the respective cloud-based Product, as well as the risks that may exist depending on the type of Products in view to the intended use of that Product.

2.15 Notification to end users. To the extent required by Applicable Law, you shall notify the individual users of the Products that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities, and shall obtain the users' consent to the same.

2.16 Excluded License. Your rights to any of the Products do not include any license, right, power or authority to cause any part of the Products to become subject to the terms of an excluded license. An excluded license is any license, such as an open source software license, that requires as a condition of use, modification or distribution of software subject to the excluded license, that it or other software combined or distributed with it be:

2.16.1 disclosed or distributed in source code form;

2.16.2 licensed for the purpose of making derivative works; or

2.16.3 redistributable at no charge.

2.17 Warranty. Microsoft warrants its Products to you as described in the Customer Agreement.

2.18 No Warranty. Unless required by Applicable Law, neither Microsoft or boxxe gives any other express warranties, representations or conditions concerning the Products. To the maximum extent permitted under Applicable Law, Microsoft and boxxe disclaim all implied warranties and conditions relating to the Products.

2.19 No Warranties for Other Items. Neither Microsoft or boxxe makes any warranties or conditions as to the items that distributed under a third party name, copyright, trade mark or trade name that may be offered with or incorporated with any Product. To the maximum extent permitted by Applicable Law, neither Microsoft or boxxe will have an liability in connection with any of those third party items.

2.20 Indemnification. You shall defend, indemnify and hold us and Microsoft harmless from and against any third party claims and any damages, liability, costs and expenses that arise out of your:

2.20.1 negligence or misconduct in your performance under this Service Schedule or the Customer Agreement; and/or

2.20.2 failure to abide by the terms of this Service Schedule.

2.21 Proprietary notices. You must not remove any copyright, trademark or patent notices from any of the Products.

2.22 Reservation of Rights. At any time during the term of the Agreement, Microsoft may terminate your status as its customer. We will then terminate your right to use any Product immediately upon written notice to 3 you at Microsoft’s request. We will promptly notify you of the termination. Termination will not affect our right to invoice you for a Product order, or your obligation to pay us. If Microsoft terminates your status as its customer, you will not have any claim against us or Microsoft for damages or lost profits resulting from the termination.

2.23 Export Restriction. The Products, software, services and technology supplied pursuant to this Service Schedule are subject to U.S., European and national export jurisdiction. You 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.

3. DEFINED TERMS

In addition to the defined terms in the Standard Terms, capitalised terms in this Service Schedule will have the below meanings (and in the case of conflict between these defined terms and the defined terms in the Standard Terms, these defined terms will take precedence for the purposes of this Service Schedule).

Customer Agreement means the agreement that Microsoft uses to convey or provide Products to you, as set out in the Annex to this Service Schedule (and as updated by Microsoft from time to time).

Microsoft means Microsoft Corporation.

Microsoft’s SLA means the service level agreement commitments Microsoft makes directly to you regarding delivery and/or performance of the applicable

Product, as detailed in the Customer Agreement. Product means the Microsoft online services, which may include Microsoft software technology, provided to you under a Customer Agreement.

Service Schedule means the terms set out in this document.

Standard Terms means our standard terms and conditions of supply and that form part of the Agreement.

Subscription means an order for a quantity of Product for a defined term (e.g., 30 days or 12 months).

Territory means the United Kingdom.


ANNEX 1