New Customer Experience Addendum

1. INTERPRETATION

 

• The following definitions in this paragraph ‎1 apply in this Addendum.

Agreement: the terms and conditions agreed between the Supplier and Customer for the supply of the Products.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Consumption Subscriptions: refers to the licences that are billed based on actual usage in the preceding month.

 

Customer: the customer as identified on the Order Form.

 

Customer Agreement: the customer agreement, which is a direct agreement between the Customer and Microsoft and is a condition of Cloud Solution Provider Program that the Customer enters into under the agreement, the terms of which are found at https://www.microsoft.com/licensing/docs/customeragreement and which may be updated from time to time.

Online Services: any Microsoft-hosted online services subscribed to by or for and on behalf of the Customer under the terms of the Agreement and/or this Addendum.

NCE: the New Customer Experience program.

Order Form: means the order form which describes the type of Subscription Services, the support offering and the payment details.

 

Product(s): the Microsoft online services, tools, software, hardware, or professional support or consulting services providedunder the terms of the Customer Agreement.

Retail Prices Index: means the Retail Prices Index (all Items, excluding mortgages) as published by the Office for National Statistics from time to time, or failing such publication, such other index as the parties may agree (such agreement not to be unreasonably withheld or delayed), acting reasonably, most closely resembles such index.

Subscription Services: a right to use the Product(s) for a defined term.

Supplier: Viadex Limited incorporated and registered in England and Wales with company number 04066603 whose registered office is at Unit 20 Red Lion Road Business Park, Red Lion Road, Surbiton, Surrey, GU1 4AF.

Third Party Distributor: the third party who sells the Product(s) to the Customer or the Supplier (as the case may be).

• This Addendum does not intend to be an exhaustive presentation of all provisions of the NCE, and does not relieve the Customer or its end user (as the case may be) from their obligations pursuant to the Agreement.

• In the event of any conflict with the terms of this Addendum and the Agreement, the provisions in this Addendum shall take precedence.

2. MICROSOFT CUSTOMER AGREEMENT

 

• The following provisions are to be included or updated in the Agreement as follows:

• The Customer hereby acknowledges and agrees to the terms in this Addendum. The Customer shall and shall procure that its end users (if applicable), acknowledge and comply with these terms.

• By placing an order with the Supplier, the Customer represents and warrants that it has agreed, acknowledged and accepted, and shall adhere to the terms of, the Customer Agreement which govern the use of the Products.

3. PRICE & PAYMENT

 

• The following provisions are to be included or updated in the Agreement as follows:

• All charges for the Products are subject to change by Microsoft and/or any Third Party Distributor (as the case may be) including periodic price increases at the end of the licence period in line with Microsoft’s price list. The Supplier may increase any fees related to the Subscription Services in line with any increases imposed upon the Supplier by Microsoft or any Third Party Distributor and in line with the terms of the Customer Agreement. Any such change shall be reflected in the charges as set out in the corresponding invoice issued to the Customer.

• All the charges for active and/or suspended subscriptions shall be paid by the Customer to the Supplier. The Supplier reserves the right to suspend any Subscription Services to the Customer and/or end user if the charges for the Subscription Services are not paid by the date such charges are due.

• Products sold under fixed term subscriptions are sold for a term as specified in the Order Form. The Order Form shall specify if subscriptions are to be billed on an upfront, monthly or annual basis. Any subsequent adjustments to subscriptions (e.g. adding users made mid-billing cycle) will be calculated and post-billed at the subsequent invoice.

• The Customer agrees and acknowledges that Consumption Subscriptions do not expire unless cancelled. 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 the Online Services sold on a consumption basis may change during the subscription period. The Customer agrees to pay for all such usage and is responsible for monitoring its consumption needs.

• Subject to paragraph 3.1(f) below, the Supplier’s fees shall increase on an annual basis with effect from each anniversary of the Agreement in line with the percentage increase in the Retail Prices Index in the preceding 12-month period.

• Subject to paragraph 3.1(a) and notwithstanding paragraph 3.1(e), the Supplier reserves the right, on giving the Customer thirty (30) days’ notice, to increase the fees on an annual basis with effect from each anniversary date of the Agreement.

4. ADJUSTMENTS TO LICENCES

 

• The following provisions are to be included or updated in the Agreement as follows:

• If the Customer wishes to increase the number of subscription licences provisioned under the Subscription Services, the Customer can either (1) send a request by email to the Supplier at contract@viadex.com stating the changes that need to be applied for.

• Where the Customer purchases Products on an annual or multi-year fixed term subscription basis, the Customer is not permitted to decrease the number of Product licences provisioned but this restriction does not apply to Products purchased on a monthly term.

• If a Customer purchases Subscription Services on a monthly term, the Customer may cancel or decrease the quantity of licences under the Subscription Services on a monthly basis.

5. TERM

 

• The following provisions are to be included or updated in the Agreement as follows:

• Licences for Subscription Services are fixed price for the duration of the applicable licence period (being either one (1), twelve (12) or thirty-six (36) months).

• The Supplier offers multiple term and payment options for available subscriptions and add-on´s under the NCE. The term options and applicable pricing for the Subscription Services can be discussed in detail with your Account Manager.

• Any Subscription Services on a monthly term will incur a twenty percent (20%) price increase. Annual term and multi-year term Subscription Services are currently not subject to the twenty percent (20%)

6. INTELLECTUAL PROPERTY
   • The following provisions are to be included or updated in the Agreement as follows:

• The Customer acquires only such limited rights to use the Products as is explicitly described in the Customer Agreement. Any use by the Customer of these rights beyond the scope permitted by the Customer Agreement shall constitute a material breach hereof.

• The Supplier is not liable for defects in, or delays related to the Products.

• For the avoidance of doubt, if a claim for infringement concerns the Product, the separate terms and conditions of the Customer Agreement shall apply and is a separate action between the Customer and Microsoft.

7. TERMINATION

 

• The following provisions are to be included or updated in the Agreement as follows:

• The Subscription Services have an initial fixed term of either one (1), twelve (12) or thirty six (36) months (or such longer period as is expressly stated in the Order Form) (“Initial Licence Term”). The Customer cannot cancel the licence for the Subscription Services prior to the expiry of the Initial Licence Term. Unless otherwise specified in the applicable Order Form, the Customer shall remain liable for any and all payments due in respect of the licences until the end of the respective subscription period.

• Subject to paragraph 3, fixed term subscriptions for Products will automatically renew at the end of the applicable subscription term for a term equal to the Initial Licence Term, unless the Customer gives at least thirty (30) days’ prior written notice in the case of monthly terms, and ninety (90) days’ prior written notice in the case of annual or multi-annual terms, of non-renewal. Such notice to expire at the next renewal date.

• The Supplier may terminate the Subscription Services immediately on giving written notice to the Customer if:
  • payment of any amount due from the Customer under this Addendum is overdue by ten (10) Business Days or more provided that the Supplier has given the Customer ten (10) days' written notice of such failure to pay; and/or
  • upon termination by Microsoft or Third Party Distributor of the licence(s); and/or
  • in accordance with the Customer Agreement.
• On termination of the Agreement for any reason:
  • the Customer shall pay all outstanding sums owing to the Supplier up to and including the date of termination;
  • all licences granted under the Agreement will terminate immediately except for fully-paid, perpetual licences; and
  • for metered Products billed periodically based on usage, the Customer must immediately pay for unpaid usage as of the termination date.

• Termination of any Product licences will not affect any other services provided by the Supplier pursuant to the Agreement.

• The Supplier shall not be liable whatsoever to the Customer following any termination or suspension of the subscription for legal, regulatory or any other reason by Microsoft or the Third Party Distributor.

8. CANCELLATION

 

• The following provisions are to be included or updated in the Agreement as follows:

 

• Subject to paragraph 8.1 (b), where the Customer has procured Products or Online Services from the Supplier, the Customer may cancel the applicable order in line with any terms set out by Microsoft if the Customer notifies the Supplier within twenty four (24) hours of placing the initial order for the applicable Microsoft Products or Online For such notice to cancel to be effective, it must be received by the Supplier within the hours of 9am – 4pm (GMT) on a Business Day.

• The Customer acknowledges and accepts that any cancellation pursuant to paragraph 8.1 (a) will only be accepted if submitted by the Supplier within Microsoft’s designated cancellation period for the applicable Microsoft Service or Product and is approved by Microsoft and/or the Third Party Distributor (if applicable) and is in accordance with any other requirements of Microsoft and/or Third Party Distributor (if applicable) at the time of cancellation. If cancellation is approved by Microsoft and/or Third Party Distributor, then the order will be cancelled.

• Depending on the service or Product being cancelled, if and to the extent any credit of the purchase price (in full or pro-rata) is issued by Microsoft or the Third Party Distributor (if applicable) to the Supplier, on receipt of the same, the Supplier will pass on any such credit to the Customer less any Microsoft and/or Third Party Distributor handling fee as a proportion of the value of any order submitted and approved after the designated period for the relevant Product or Microsoft Service. The Supplier is not liable to the Customer if Microsoft and/or Third Party Distributor do not issue a credit.

9. LIMITATION OF LIABILITY

• The following provisions are to be included or updated in the Agreement as follows:

• For the avoidance of doubt, the terms set out in the Customer Agreement govern the rights and responsibilities of the Customer and Microsoft in relation to the use of the Subscription Services and Online Services and the Supplier excludes any and all liability in relation to the use of the Products. All other services which falls outside the Subscription Services and Online Services are governed by the terms of the Agreement and shall take precedence over the terms of the Customer Agreement should any conflict arise over the use of such services.

• Notwithstanding anything to the contrary in the Agreement, the Customer shall indemnify the Supplier from and against any claims, including but not limited to claim for licence fees that directly or indirectly arises from the Customer’s use of the Subscription Services or Online Services.

10. AGREEMENT

Except as set out in this Addendum, the Agreement shall continue in full force and effect.