NCE SUPPLEMENTAL TERMS

1. 1. NCE SUBSCRIPTION

1. 1.1 Where the services referred to in the Supplier’s Statement of Work include the provision of  Microsoft products or services under the New Commerce Experience (“NCE Subscription Services”), the NCE Subscription Services shall be provided in accordance with and governed by the Statement of Work and these supplemental terms (which are hereinafter referred to as the “NCE Subscription Terms”).
2. 1.2 Except as defined in these NCE Subscription Terms, capitalised terms shall have the meanings given to them in the Statement of Work and/or the master services agreement (the “Agreement”) (as the case may be) entered into between the parties Agreement.
3. 1.3 For the avoidance of any doubt, in the event of a conflict in respect of the NCE Subscription Services referred to in the Statement of Work only, between these NCE Subscription Terms and the Agreement, the NCE Subscription Terms shall prevail. For all other Services, the Agreement shall apply.

1. 2. INTERPRETATION

1. 2.1 The following definitions in this paragraph ‎2 apply in these NCE Subscription Terms:

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

Online Service: any of the Microsoft-hosted online services subscribed to by Client under the Agreement.

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

Products: means the Microsoft or other third party services, tools, software, hardware, or professional support or consulting services provided under the terms of the Customer Agreement, applicable Third Party Terms or as otherwise agreed between the Parties.

1. 3. SERVICE PROVISION

1. 3.1 By submitting an order for NCE Subscription Services, the Client: some text
   1. (a) represents that any Subscription commitments and requirements disclosed are complete and accurate in all respects;
   2. (b) agrees to pay the Supplier for all orders it submits for Products and the NCE Subscription Services; and
   3. (c) agrees to the terms of the Customer Agreement and these NCE Subscription Terms.
2. 3.2 Once an order for a Subscription has been accepted by the Supplier: some text
   1. (a) Subscriptions shall continue for the duration of the Agreement or the applicable Statement of Work (as the case may be) unless and until terminated in compliance with the Statement of Work; and/or
   2. (b) adjustments may only be made to increase the agreed minimum users and not decrease below any current minimum users provisioned.

1. 4. FEES

1. 4.1 The Supplier may change credit or payment terms for unfilled orders if, in the Supplier’s reasonable opinion, the Client´s financial condition, previous payment record, or relationship with the Supplier merits such change.

1. 5. INTELLECTUAL PROPERTY

1. 5.1 The Client acquires only such limited rights to use the Products as is explicitly described in the Customer Agreement. Any use by the Client of these rights beyond the scope permitted by the Customer Agreement shall constitute a material breach hereof.
2. 5.2 The Supplier is not liable for defects in, or delays related to the Products.
3. 5.3 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 Client and Microsoft.

1. 6. CANCELLATION

1. 6.1 Subject to paragraph 6.2, where the Client has procured Products or Online Services from the Supplier, the Client may cancel the applicable order in line with the terms set out by Microsoft if the Client notifies the Supplier within seventy two hours (72) of placing the initial order for the applicable Products or Online Services. 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.
2. 6.2 The Client acknowledges and accepts that any cancellation pursuant to paragraph 6.1 will only be accepted if submitted by the Supplier within Microsoft’s designated cancellation period for the applicable Online 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.
3. 6.3 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 Client 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 Online Service. The Supplier is not liable to the Client if Microsoft and/or Third Party Distributor do not issue a credit.

1. 7. LIMITATION OF LIABILITY

1. 7.1 For the avoidance of doubt, the terms set out in the Customer Agreement govern the rights and responsibilities of the Client 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.  
2. 7.2 Notwithstanding anything to the contrary in the Agreement, the Client 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 Client’s use of the Subscription Services or reporting under the Agreement.

1. 8. TERM & TERMINATION

1. 8.1 The Client’s perpetual licences and licences granted on a Subscription basis will continue for the duration of the Subscription period(s), subject to these NCE Subscription Terms. Unless otherwise specified in the applicable Statement of Work, the Client shall remain liable for any and all payments due in respect of the licences until the end of the respective subscription period.
2. 8.2 Termination of the licences will not affect any other Services provided under these NCE Subscription Terms or the Agreement.
3. 8.3 The Supplier shall not be liable whatsoever to the Client following any termination or suspension of the Subscription Services for legal, regulatory or any other reasons by Microsoft or the Third Party Distributor.
4. 8.4 The Supplier may terminate the NCE Subscription Services immediately on giving written notice to the Client if: some text
   1. (a) payment of any amount due from the Client under these NCE Subscription Terms is overdue by ten (10) Business Days or more, provided that the Supplier has given the Client ten (10) days' written notice of such failure to pay; and/or
   2. (b) upon termination by Microsoft or the Third Party Distributor of the licence(s); and/or
   3. (c) in accordance with the Customer Agreement.
5. 8.5 On termination of the Agreement or the NCE Subscription Terms for any reason:some text
   1. (a) the Client shall pay all outstanding sums owing to the Supplier up to and including the date of termination;
   2. (b) all licences granted under the Agreement will terminate immediately except for fixed term and fully-paid, perpetual licences;
   3. (c) for metered Products billed periodically based on usage, the Client must immediately pay for unpaid usage as of the termination date; and
   4. (d) if Microsoft is in breach and the Client is entitled, the Client will receive a credit for any Subscription Services fees, including amounts paid in advance for unused consumption for any usage period after the termination date.

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