Terms of Sale
Terms of Sale
Special Terms and Conditions: Microsoft CSP – Office 365
The Microsoft CSP Special Terms are and addendum to the Insight Terms of Sale for Cloud Services, and set forth the terms and conditions that are specific to the Cloud Services and related services being purchased by Client pursuant to this Order. To the extent these terms conflict with the Insight Terms of Sale for Cloud Services, the Microsoft CSP Special Terms will govern with respect to the Cloud Services and any related third party provided services described in this Order. Terms used but not defined herein will have the meaning given in Insight's Terms of Sale for Cloud Services.
1. SCOPE OF CLOUD SERVICES
INSIGHT IS RE-SELLING THE CLOUD SERVICES AND ANY RELATED THIRD PARTY PROVIDED SERVICES DESCRIBED IN THIS ORDER. UNLESS SPECIFICALLY IDENTIFIED AS ‘INSIGHT SERVICES’, INSIGHT ITSELF WILL NOT BE PROVIDING OR PERFORMING THE CLOUD SERVICES AND ANY RELATED THIRD PARTY OFFERED SERVICES DESCRIBED IN THIS ORDER. Furthermore, Insight is not responsible for the performance of such Cloud Services or third party offered services.
- Sale of Cloud Services. The sale of the third party provided Cloud Services shall be governed by Insight’s Terms of Sale for Cloud Services located at https://au.insight.com/en_AU/help/terms-of-sale-cloud.html.
- Insight Services. Insight Services will be subject to the Insight’s Terms of Sale for Services located at https://au.insight.com/en_AU/help/terms-of-sale-services.html.
- Cloud Service Provider Terms (Microsoft). Clients use of the Cloud Services ordered pursuant to this Order will be subject to and governed by, without limitation, the following Microsoft terms and conditions, which are incorporated herein by reference:
- MICROSOFT ONLINE SERVICE TERMS for the applicable Cloud Services procured and consumed by Client, located at http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=31; and
- MICROSOFT CLOUD AGREEMENT (Asia and Pacific/Australia: English) with Microsoft located at: https://msdn.microsoft.com/en-us/partner-center/agreements; and
- SLAs, located at: http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=37, respectively.
2. FEES, INVOICING AND PAYMENT
- Fees for Cloud Services. Client will pay Insight all Fees for the Cloud Services that Client provisions, allocates, enables and actually consumes during the relevant monthly billing period. Notwithstanding anything to the contrary in the Insight Terms of Sale, Client may not receive any further written notice of Fees owed other than as set forth in Insight's invoice that will be based on actual reported use by Client in the applicable monthly billing period. Notwithstanding anything to the contrary, pricing for all Cloud Services procured pursuant to Order is subject to change without notice based on any pricing or program changes imposed by Microsoft generally.
- Invoicing/Payment. Unless otherwise agreed to in writing between the parties, Client must pay all invoices in full within thirty (30) days of the invoice date.
3. CLIENT RESPONSIBILITIES
- Client is responsible for all Microsoft licensing, use and policy requirements in connection with the use of the Cloud Services;
- Client will be solely responsible for ensuring only its authorised personnel are enabling Cloud Services directly through a management portal (where applicable) or through Insight;
- Unless otherwise expressly agreed to in writing, Client is responsible for any data migration of its data and any other related services outside of the Cloud Services or any purchased Insight Services;
- Client will provide information reasonably requested by Insight, its suppliers or Microsoft, including, without limitation, any technical and related information, and any consents that Microsoft may need from Client necessary for Microsoft to enable the Cloud Services and will otherwise undertake the responsibilities applicable to Client set forth in the Service Provider Terms (as applicable);
- Client agrees to cooperate with Insight in good faith by taking such further actions and/or executing such further agreements or instruments as may be reasonably required under the circumstances by Insight or Microsoft;
- Client will use the Services for its own use and for legitimate business purposes and will not resell, sub-lease, sub-rent, or sub-license the Cloud Services to any third party;
- Client will designate Insight as its Partner of record for Microsoft products and services; and
- Client will be solely responsible for monitoring, validating and tracking all Cloud Services it enables, allocates and consumes. Usage and associated charges for excess usage will be determined based solely upon the collected usage information provided to Insight.
4. COMPETITION AND CONSUMER ACT (CCA)
Notwithstanding the foregoing, these Special Terms and Conditions must be read and construed subject to any statutory provisions, which cannot lawfully be excluded, restricted or modified. If any such statutory provisions apply then, to the extent to which Insight is entitled to do so and at Insight's option, Insight limits its liability pursuant to such provisions to the re-performance or refund of the cost of services under this Agreement.
Revised July 2018
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