MSFT Customer Agreement

05 October, 2020

BACKGROUND

A. Supplier is a direct Cloud Solution Provider, authorised through the Partner Programme at Microsoft.
B. The Customer wishes to buy from the Supplier certain Products (as defined below) for its own internal business purposes.
C. This CSP Agreement contains essential terms which the Supplier is required to have in place with each of its Customers in order to maintain its relationship to Microsoft as an authorised Partner as part of the CSP Direct Partner Program. These terms are strictly non-negotiable and required in order for the Customer to purchase its Microsoft licensing requirements from the Supplier. This CSP Agreement is effective on the date that the Supplier provisions your Subscriptions and the terms contained herein only apply to the provision of such licences and not to any other Services provided by the Supplier outside of these licences.
D. It is an essential requirement that the Customer ensures that it accepts and agree to the terms of the CSP Customer Agreement at https://www.microsoft.com/licensing/docs/customeragreement which terms may be updated from time to time by Microsoft along with any other applicable Product Terms applicable to the Subscriptions purchased.
E. The terms of the CSP Customer Agreement is inclusive and supplemental to the terms of this CSP Agreement as more fully detailed in Section 7.1 below. It is the Customer’s sole obligation and duty to ensure that it regularly checks the link for any changes or updates which may affect the Customer’s and Microsoft’s duties, obligations and responsibilities. Failure to do so will not in any way diminish the effects of such updates and changes. By signing the relevant Service Specification and Master Services Agreement, the Customer has fully accepted the terms of this CSP Agreement in addition to the CSP Customer Agreement and any related Product Terms.

AGREED TERMS

INTERPRETATION
1. The following definitions and rules of interpretation in this clause apply in this CSP Agreement. Any defined terms used herein and not defined shall have the same meaning ascribed to it as set out in the Master Services Agreement between the Customer and the Supplier.
  Acceptance Criteria: means the acceptance criteria as specified in Clause 12.2 or referred to in a Statement of Work or as otherwise agreed by the Parties expressly in writing after the date of the Statement of Work against which the Acceptance Tests are to be carried out to determine whether the Deliverables meet the Statement of Work, are satisfactory and ready to be invoiced.
  
  "Administrative Access Credentials" means any administrative log-in credentials Microsoft provides for accessing or managing a Product.
  
  "Claim" means a third-party action, cause of action, suit, or judicial claim brought by a party other than Customer or a Customer Affiliate.
  
  "Consumption Subscriptions" refers to one-month OLS Subscriptions that are billed based on actual usage in the preceding month without upfront commitment.
  
  "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 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 in the Service Specification.
  
  "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.
  
  "Offset" means the withholding or deduction from the payment of any invoice amount or amount due by offset, counterclaim, or otherwise.
  
  "OLS Subscription" means a right to use certain Online Services for a defined 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.
  
  "Price List" means the then current list of Products.
  
  "Product Fee" means the royalty, commission, fee, or price to be paid for a Product.
  
  "Products" as used herein, means the Microsoft online services, tools, software, hardware, or professional support or consulting services.
  
  "Product Specific Terms" means the additional terms, conditions, or restrictions that apply to specific Products.
  
  "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.
  
  "Service Specification" means the Products as set out in the Supplier’s Service Specification.
  
  "SLA" means the service level agreement commitments regarding delivery and/or performance of the applicable Product.
  
  "Software" means licensed copies of Microsoft software identified in the Service Specification. 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 in the Service Specification as being available and licensable for a perpetual term.
  
  "Software Subscription" means a right to use the Software identified in the Service Specification 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.
  
  "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.
2. Clause and paragraph headings shall not affect the interpretation of this CSP Agreement.
3. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
4. A reference to any party shall include that party's personal representatives, successors and permitted assigns.
5. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
6. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
7. A reference to writing or written includes e-mail.
8. 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.
PRODUCT FEES AND ORDERING, GENERAL
1. By submitting an order through a Service Specification, Customer (i) represents that any subscription commitments and requirements disclosed are complete and accurate in all respects and (ii) agrees to pay the Supplier for all orders it submits for Products.
REPORTING, INVOICING AND PAYMENT, GENERAL
1. Late Payment. If (i) the Customer fails to cause the full invoice payment to be received by the Supplier by the payment due date, (ii) an audit reveals an underpayment, or (iii) the Customer Offsets, the Supplier 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:
  (i). charge interest and late fees on the past due amount as more fully set out in the Master Services Agreement;
  
  (ii). suspend all pending orders, further shipments, or Customer’s access to Products;
  
  (iii). require the prepayment of Product Fees on future orders, place Customer’s account on hold, reduce Customer’s credit limit (if applicable), or require that Customer provide a bank guarantee or other form of security; or
  
  (iv). withhold the past-due amount from any other amounts payable by Supplier to Customer under the Agreement.
WARRANTIES AND DISCLAIMERS
1. NO IMPLIED WARRANTIES OR REPRESENTATIONS. EXCEPT AS EXPRESSLY PROVIDED IN THIS CSP AGREEMENT, ALL PRODUCTS ARE PROVIDED TO THE CUSTOMER "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 NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
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.
3. NO WARRANTIES FOR THIRD-PARTY PRODUCTS OR SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THIS CSP AGREEMENT, THE SUPPLIER 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, SUPPLIER WILL HAVE NO LIABILITY IN CONNECTION WITH THE THIRD-PARTY ITEMS (SUCH AS IN CONNECTION WITH ANY SUPPLY OR FAILURE TO SUPPLY THEM).
LIMITATIONS ON LIABILITY, GENERAL
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 CUSTOMER TO THE SUPPLIER 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 SUPPLIER DURING THAT PERIOD.
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.
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 SUPPLIER AND THE CUSTOMER AGREE THAT ALL LIMITATIONS ON LIABILITY AND EXCLUSIONS ON ALLOWABLE DAMAGES SHALL APPLY EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
4. THE SUPPLIER AND THE CUSTOMER 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.
NOTICE OF CHANGES
1. The Customer acknowledges and accepts that the Supplier reserves the right to unilaterally modify these terms from time to time. The Supplier will provide the Customer no less than one-hundred and eighty (180) days’ prior notice before such changes become effective; after such time such changes to these terms will become effective without further action by the parties. Any modification of these terms per this provision will have prospective effect only.
CUSTOMER AGREEMENT ACCEPTANCE
1. The Customer may not revise the CSP Customer Agreement in any way. The Customer agrees and acknowledges that if Microsoft updates the CSP Customer Agreement, then the Customer must ensure that it reads, agrees and acknowledges the terms of 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 end user acceptance of the CSP Customer Agreement.
2. By placing an order with the Supplier, the Customer represents and warrants that the Customer has accepted the CSP Customer Agreement. The Customer agrees and acknowledges that the Supplier may, at its discretion, accept or reject any proposed Customer.
GENERAL PRODUCT RELATED OBLIGATIONS
1. Product and Subscription Management. The Supplier will perform certain functions associated with the purchase, activation, support and management of the Customer’s purchased Products. The Customer acknowledges and agrees that from time to time Supplier may update, as Supplier in its sole reasonable discretion deems appropriate, the processes and tools needed to perform such functions and the Supplier may be required to implement such updates or changes to continue to perform the functions.
2. Disablement and Cancellation of Subscription Offers.
  (a). As manager of Customer purchased Products, the Supplier may cancel a Subscription for a Customer in accordance with the terms of the Master Services Agremenet. The Supplier (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 Customer for any future scheduled billings for any Subscription cancelled in such a manner; cancellation terms may vary depending on the Product. Upon cancellation, Customer will have ninety (90) days to migrate any Customer Data to either a new Subscription with the Supplier, with Microsoft directly, or to some other service. Upon request, the Supplier may assist the Customer with migration of its Customer’s Data at an additional charge agreed to between the Supplier and the Customer.
  
  (b). As manager of Customer purchased Products, the Supplier may temporarily disable a Customer’s Subscription. Depending on the Product, Customer may continue to have limited or no access to the Product. The Supplier will not be liable to the Customer, in any manner whatsoever, in connection with the Supplier’s disablement of the Customer’s Subscriptions.
  
  (c). Microsoft and the Supplier may temporarily disable a Customer’s Subscription for legal or regulatory reasons or as otherwise permitted under this CSP Agreement or the CSP Customer Agreement. The Supplier will notify the Customer of such a disablement as soon as commercially reasonable. In the event of disablement of a Customer’s Subscription, the Supplier may also suspend billing to Customer for that Customer’s Subscription until the Subscription is re-enabled. Except for in connection with the Customer’s breach of its obligations under the CSP Agreement, Customer will not be liable to the Supplier in connection with the disablement of a Customer’s Subscription.
  
  (d). If a Subscription is cancelled by the Supplier before its term expires and during the Customer's billing cycle, (i) the Supplier will provide a prorated credit for the un-used pre-paid portion of the cancelled Subscription in the Customer'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 Supplier will not invoice the Customer for any future scheduled billings for that Subscription.
OLS SUBSCRIPTION OFFER TERMS AND OBLIGATIONS
1. Fixed Term OLS Subscriptions.
  (a). Products sold under fixed term OLS Subscriptions are sold for a term as specified in the Service Specification. The Service Specification shall specify if such Subscriptions are to be billed on a monthly or annual basis.
  
  (b). Any subsequent adjustments to OLS Subscriptions (e.g., adding seats) made mid-billing cycle will be calculated and post-billed at the subsequent invoice.
2. Consumption Subscriptions ("Pay-As-You-Go")
  (a). Consumption Subscriptions do not expire unless cancelled.
  
  (b). 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.
3. Service Level Agreement Credits.
  (a). The Supplier and Microsoft makes certain service level commitments to the Customers in the SLA (as set out in the CSP Customer Agreement) and in the relevant Service Specification. If a Customer wishes to make a claim on the SLA, the Customer must promptly escalate the claim to the Supplier for review. The Supplier will review the claim according to the standard SLA review process.
SOFTWARE OFFER TERMS AND OBLIGATIONS
1. Installation of Software. Customer’s installation of certain Software may require the Customer to have a qualifying base license on the Customer’s hardware unit. The applicable requirements are set forth in the Product specific terms incorporated into the CSP Customer Agreement.
PAYMENT, ORDERING
1. Payment Terms. Full payment of all invoices under this CSP Agreement shall be as set out in the Service Specification.
2. The Supplier may reject any purchase order for a Software offer, in whole or part, within ten (10) days from the receipt of the Customer's order. The Supplier will notify the Customer if the Supplier rejects any order. Once an order for a Software offer is submitted, the Customer 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 Supplier and will be subject to the Supplier’s review and approval. An approved order revision will result in the full cancellation of the underlying order and a refund. The Supplier 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.
OPERATIONAL AND TECHNICAL SUPPORT
1. Administrative Access
  (a). Administrative Access Credentials are the property of the Customer; The Supplier shall provide Customer with any Administrative Access Credentials Microsoft provides with respect to a Product purchased by Customer. The Supplier shall cooperate with and facilitate the transference of any Administrative Access Credentials to Customer or any other Microsoft reseller at the Customer’s direction.
  
  (b). If the Supplier (i) retains or obtains any Administrative Access Credentials of a Customer for any purpose, including the fulfilment of its Technical Support Obligations, or (ii) otherwise has access to or processes Customer Data, then the data protection terms found under the Master Services Agreement governing the use of Administrative Access Credentials shall apply.
WARRANTY AND DEFENCE OBLIGATIONS
1. Warranty. Microsoft warrants its Products to Customers as described in the CSP Customer Agreement.
2. Defence of Third-Party Claims.
  (a). Supplier Obligations. The Supplier will defend the Customer (including by paying external attorneys’ fees and costs and expenses of defence), and pay any resulting adverse final judgment or settlement to which the Customer consents, from a Claim to the extent that such:
  
  (i). arises from Microsoft's gross negligence, or from intentional acts or omissions hereunder;
  
  (ii). 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;
  
  (iii). alleges that the Product, or Customer’s use of Microsoft Marks in connection with promotion of Products, infringes a third party’s trademark;
  
  (iv). alleges that the Product infringes a third party’s copyright; or
  
  (v). alleges that the Product misappropriates a trade secret (as "misappropriates" and "trade secret" are defined in the Uniform Trade Secrets Act). If the CSP 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.
  
  (b). Limitations on Supplier’s Defence Obligation. The Supplier will not be liable for any Claim to the extent that the Claim or adverse final judgment is based on Customer’s: (a) distribution or use of any Product or Mark after the Supplier notifies the Customer 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 Customer’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 Customer will reimburse the Supplier for any costs or damages that result from these actions.
  
  (c). Supplier’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 Customer must immediately stop distribution of the allegedly infringing Product or use of the allegedly infringing Mark. The Customer will work with the Supplier 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 Customer regarding Microsoft’s intellectual property, it must notify the Supplier and Microsoft promptly in writing. The Supplier may, at the Supplier’s option, choose to treat these Claims as being covered by this Section. This Section provides the Customer’s only remedy for third party infringement and trade secret misappropriation Claims.
  
  (d). Customer’s Defence Obligations. The Customer will defend the Supplier (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 Supplier 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 Customer, the Customer’s distribution of any Product, or any other act or omission by the Customer. Notwithstanding anything otherwise provided in this CSP Agreement, the Supplier will not amend the Customer’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 Supplier will not amend Customer’s indemnification obligations in this CSP Agreement with retroactive effect, or with prospective effect across all Products.
CUSTOMER DATA AND PRIVACY OBLIGATIONS
1. Privacy. Before obtaining information from Data Subjects, the Customer must obtain their legally valid permission or have another valid legal basis to permit the processing and transfer of the data by the Supplier and Supplier Affiliates, Microsoft and Microsoft Affiliates, and each parties’ respective subsidiaries and service providers as contemplated under this CSP Agreement. The Customer shall seek the requisite consent to allow the Supplier 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.
2. Customer Data.
  (a). 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 Supplier. Except as the Supplier and Customer may otherwise agree, the Supplier shall not delegate administrative privileges to a Product provided to Customer or otherwise provide access to Customer Data to a third party (other than Customer) without Customer’s prior consent or in violation of any Laws, including Data Protection Laws.
  
  (b). Except as the Supplier and Customer may otherwise agree, the Supplier shall use Customer Data only to provide Customer with the Products and the support services specified under this CSP Agreement and the relevant Service Specification and to assist Customer in the proper administration of the Products.
  
  (c). Additionally, the Supplier shall not disclose Customer Data, including the content of communications, to law enforcement or other government authorities without the prior written consent of the Customer, unless required to do so by Law.
  
  (d). If the Supplier receives a request for Customer Data either directly from a law enforcement agency or as redirected to the Supplier by Microsoft, then the Supplier shall redirect the law enforcement agency to request that Customer Data directly from Customer. If compelled to disclose Customer Data to law enforcement, then the Supplier shall immediately (i) notify Customer; (ii) cooperate fully with Customer in any reasonable efforts to intervene, quash or limit, or otherwise respond to, such requests; and (iii) after consultation with Customer, only disclose the minimum amount of data necessary to comply with applicable Laws or judicial process.
  
  (e). The Customer 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 Supplier; and (ii) obtain individual users’ consent to the same.
3. Other Security Obligations. The Supplier 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 Portal responsibly, and (iii) that all access credentials are responsibly managed and secured.
NOTICE OF CHANGES
1. Changes to Available Products
  (a). Supplier may update, or otherwise modify, an existing Product to add new features or functionality at any time. The Supplier will provide the Customer 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.
2. Changes to Price List
  (a). The Supplier may decrease or increase Product Fees listed on the Price List at any time. The Supplier will provide the Customer with no less than thirty (30) days’ prior preview of an updated Price List before such becomes effective; provided, however, that the Supplier reserves the right to make changes to the previewed Price List up until ten (10) days before the effective date of such Price List.
  
  (b) Notwithstanding the foregoing:
  
  (i). the prices for Microsoft Azure Services may change without notice; and
  
  (ii). the Supplier 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.
  
  (c) Changes to Product Specific Terms. The Supplier may change the terms and conditions of the Product Specific Terms at any time. The Supplier will provide Company with no less than thirty (30) days’ prior notice before such changes become effective.
  
  (d) Changes to Territory. The Supplier may change the Territory at any time by providing the Customer no less than sixty (60) days’ prior notice.
SUPPORT TERMS
1. Customer Service Level Agreement. The current Online Services Service Level Agreement can be found at: http://www.aka.ms/csla.
2. Severity Table. When the Customer contacts the Supplier to escalate a Customer issue, the incident will receive a severity level ranking based on the nature of the issue. This ranking will define the response guideline and on-going communication as the Supplier along with Microsoft works to resolve the incident. The Supplier’s Service Level Arrangement will be provided in line with the Customer’s support agreement as set out in the applicable Statement of Work. Where tickets are passed to Microsoft, the following table shows the severity and response guidelines.
3. Business Continuity Management. If a Force Majeure Event inhibits the conduct of normal licensing or service operations, the Supplier may choose to immediately alter its operational procedures. In such cases, the Supplier will provide responsive instructions to the Customer. The Customer must follow such instructions until the Supplier declares its return to normal operations procedures.
PRODUCT SPECIFIC TERMS AND CONDITIONS
1. Microsoft Azure Services Offer Terms. These terms will supplement the CSP Agreement.
  (a) Preview Releases. The Supplier 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.
  
  (b). Microsoft CSP Sandbox Environment. THE SUPPLIER (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 Supplier does not guarantee resource availability. The Supplier may change, suspend or delete any sandbox tenant or sandbox subscriptions at any point without prior notice. The Supplier does not guarantee that the Supplier can retrieve configuration or data from changed, suspended, or deleted sandbox accounts or subscriptions.
2. Skype for Business Online PSTN Services Offer 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. Customers 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.
  
  (b). Microsoft CSP Sandbox Environment. THE SUPPLIER (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 Supplier does not guarantee resource availability. The Supplier may change, suspend or delete any sandbox tenant or sandbox subscriptions at any point without prior notice. The Supplier does not guarantee that the Supplier can retrieve configuration or data from changed, suspended, or deleted sandbox accounts or subscriptions.
GENERAL
1. Entire Agreement. This CSP Agreement forms the entire agreement between the parties for the provision of the Products. It supersedes any prior communications in relation to the Products. Microsoft may change the Program Guide from time to time without the Customer’s approval. If there are material changes in the Program Guide, Supplier will give the Customer thirty (30) days' prior written notice. In case of any inconsistency between this CSP Agreement and the Program Guide, this CSP Agreement takes priority over the Program Guide.
2. No 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.
3. Language. The English language version of this Agreement controls.
4. Waiver. 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.
5. No Representations. Supplier has not made any representation to the Customer about any Products other than as specifically stated in this CSP Agreement. The Customer 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 or excludes liability for fraudulent misrepresentations.
6. Microsoft Corporation and Affiliates - Third Party Beneficiaries. This CSP Agreement is also intended 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 Customer and Supplier. 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.
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.
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).