Microsoft Cloud Care Client – Agreement

Thank you for choosing Insight as your trusted Cloud Care provider. This Microsoft Cloud Care Client Agreement (the “Agreement”) sets out the terms and conditions which apply to the sale by Insight (also referred to as “We”) of certain Microsoft Products to the Client (also referred to as “You”). Capitalized terms which are not defined in the text can be found in the last section of this Agreement.

1. WHEN THIS AGREEMENT TAKES EFFECT

   This Agreement takes effect on the date when You receive access to the Products (Your “Effective Date”).

2. ACCEPTING THIS AGREEMENT

   Depending on how you complete your purchase with Us, all You need to do to accept this Agreement is to (i) click the appropriate box during Your purchase of the Microsoft Products, or (ii) place an order for, receive access to, or begin using the Products. If You are an individual accepting these terms on behalf of an entity, Your acceptance of this Agreement indicates that: (x) You have the legal authority to enter into this Agreement on that entity’s behalf, (y) You have read and understand the terms of this Agreement and (z) You agree, on behalf of the entity that you represent, to the terms of this Agreement. This Agreement consists of the following terms and conditions, but also includes any referenced and/or incorporated attachments, schedules and exhibits together with applicable purchase orders. All of these documents together form full agreement between You and Insight.

   YOU EXPRESSLY AGREE THAT BY ACCEPTING THESE TERMS, THIS AGREEMENT FORMS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES AND REPLACES AND SUPERSEDES ANY PREVIOUS AGREEMENTS OF THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING IN RESPECT OF ANY EXISTING SUBSCRIPTIONS YOU MAY HAVE ORDERED FROM INSIGHT.

3. PARTIES TO THE AGREEMENT

   You are purchasing the Microsoft Products and Cloud Care from Insight. When We talk about Insight in this Agreement, here’s what We mean.

   If You are procuring Products in the United States, Your Agreement is with Insight Direct USA, Inc.

   If You are procuring Products in Canada, Your Agreement is with Insight Canada, Inc.

   If You are procuring Products in Europe or in APAC, Your Agreement is with the Insight entity identified on the website where the Products are purchased or otherwise as notified by Insight.

4. MICROSOFT’S TERMS

   Insight is authorised to participate in the Microsoft Cloud Solution Provider Program and provide certain Products to Client. By accepting this Agreement, You also accept and will comply with the Microsoft Customer Agreement. The current version of the Microsoft Customer Agreement (the “MCA”) is available at https://www.microsoft.com/licensing/docs/customeragreement, and by its terms, Microsoft may make changes to the MCA from time to time.

5. MICROSOFT COMMERCIAL MARKETPLACE

   Insight is also authorised to participate in the Microsoft Commercial Marketplace and provide certain third-party Offers to Client. Insight makes these offerings available to You subject to the respective program rules, terms and conditions imposed by the developers and publishers of those offerings, including the Vendor Terms and not this Agreement (except as set forth herein). However, regardless of how You purchase Offers on the Marketplace, Insight will still serve as your billing agent, and You will pay Insight as invoiced for Your Marketplace purchases in accordance with this Agreement. In addition, the following terms and conditions of this Agreement shall apply to any Marketplace purchases: Sections IX (Financial Terms for All products) and XIV (Warranty and Indemnity Obligations). Insight reserves the right to charge an administrative fee for any Marketplace purchase made directly with a third-party developer or publisher (also called an Independent Software Vendor, or “ISV”). For the avoidance of doubt, third-party Offers are not eligible for Insight Cloud Care (as defined below).

6. AUTHORISATION AND PRODUCT CHANGES

   You are authorised to use the Products in the applicable Territory in accordance with the MCA. This will generally mean the country where You are located, but You should contact Insight if You have any questions about this. Microsoft may provide Products that are identified as academic, charity or government. These Products may only be provided to Clients that meet Microsoft’s qualification criteria.

   Microsoft may modify a Product or 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. Such Product Changes may include changes to Microsoft’s program terms, which in turn may require changes to this Agreement. Insight may modify this Agreement, including pricing, due to any such changes made by Microsoft.

7. COMMERCIAL PRODUCT TERMS

   The terms and conditions governing the Product(s) You purchase will depend on the nature of the Product. These terms are determined by Microsoft and are maintained at https://www.microsoft.com/licensing/terms/product/UniversalLicenseTerms/MCA. We have provided these Product Terms for Your convenience, but as these terms are subject to change, You are responsible for periodically reviewing the Microsoft terms applicable to your Products. You are responsible for complying with Microsoft’s terms and any consequences of Your non-compliance, regardless of whether Microsoft actively or directly enforces its terms. In the event of a conflict between Microsoft’s Product or program terms and the terms in this Agreement, Microsoft’s terms will govern.

8. MID-TERM SUBSCRIPTION CHANGES

   Client may not transfer to another CSP provider or licensing agreement type during any Term except as permitted by Insight. If Insight grants Client’s request to make such a transfer, Client agrees it shall be responsible for and pay the Transfer Fee.
   
   For all Products, Client will have thirty (30) days after a cancellation to migrate any Client Data to either a new Subscription with Insight, with Microsoft directly, or some other service. The Client shall be responsible for any migration process including any associated costs.

9. FINANCIAL TERMS FOR ALL PRODUCTS

   Fees.

   1. Product Fees. Subject to subsection paragraph (c) below (Changes in Usage), as consideration for the Products purchased by Client under this Agreement, Client shall pay Insight the Fees, which will be calculated from the applicable pricing rate for the Products and the Usage Commitment. For price increases and decreases resulting from a change in the market price of the Product, Insight will update the price for the affected Products in the Portal from time to time.
   2. Pricing Rates. For the Initial Term and unless otherwise provided, the pricing rates for the Products ordered under this Agreement shall be (i) derived from the Order Form (if applicable); (ii) in a quote provided by Insight; or (iii) based upon the Standard Rate. For any Renewal Term, the pricing rates shall be the Standard Rate for such Products based upon the applicable Usage Commitment at commencement of the then-current Renewal Term, unless otherwise agreed upon by Insight in writing. Insight’s prices for Products are available at the Portal, or through any other process designated by Insight. Insight may change the price lists by publishing an updated price list to the Portal from time to time. Insight may provide notice of price list changes by either electronic or physical mail.
   3. Changes in Usage. By accepting this Agreement, receiving access to or using the Products, the parties agree that all future quantities used, enabled or consumed for existing purchased Products will be invoiced on an actual use basis, including without limitation, any increases.

   Invoicing.

   Charges for the Products will accrue on the date when, depending on the nature of the Products, the Products are activated or made available by Microsoft to Client. Except as otherwise provided in this Agreement, Fees are non-refundable. Insight will invoice Client the Fees in accordance with this Agreement.

   Payment Terms.

   Client must pay all undisputed invoices in full within 30 days of the invoice date. All payment terms are measured from the date of invoice and are payable in the currency specified on the invoice. If an invoice is the subject of a bona fide dispute, Client shall notify Insight in writing, including a description of the nature of such dispute in sufficient detail, within such 30-day period. Failure to comply with the requirements of this provision shall preclude the Client's right to dispute such invoice. All payments must reference the invoice number. Insight reserves the right to charge interest of 1.5% per month or the maximum allowable by applicable law, whichever is less, for any undisputed past due Fees. Client is responsible for all costs of collection, including reasonable attorneys' fees, for any payment default on undisputed Fees. In addition, Insight may hold all pending orders, suspend further shipments, or delay Client’s access to Products under any agreement between Client and Insight without liability thereunder until Insight receives all payments due under this Agreement. If Insight chooses to take any of these actions, it does not waive any other right or remedy it may possess. Client may not withhold payment or take deductions from any invoice amount (by offset, counterclaim, or otherwise) before Insight issues a credit. This includes returns, rebates, price adjustments, billing errors, shipping claims, handling fees, allowances, remittance costs and other charges.

   Taxes.

   All amounts the Client must pay under this Agreement do not include any taxes. Client must pay taxes imposed on or with respect to its activities in connection with this Agreement, if any, and Insight and or Microsoft will have no responsibility for the payments. Client must pay or reimburse Insight for all taxes which are permitted to be collected by Insight under applicable law. Client may provide a valid exemption certificate in which case Client will not be charged the taxes covered by such certificate, and further Insight and or Microsoft will be under no obligation to apply credits for any periods for which Client had not timely submitted a valid exemption certificate. If Client is located in a jurisdiction that utilizes the VAT numbers for tax identification purpose, it will provide Insight with its VAT number together with its address details.

   If income taxes are required to be withheld by any government on payments to Microsoft or Insight, Client may deduct such taxes from the amount owed and pay them to the appropriate taxing authority; provided however, that Client promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested to claim a foreign tax credit or refund. Client will ensure that any taxes withheld are minimized to the extent possible under applicable law. Client remains obligated to pay Insight for the amount of tax withheld until Client provides to Insight the official receipt and other documents reasonably requested.

   The withholding taxes referred to in this section apply to withholding taxes required by the taxing authorities on payments to Insight only and do not include any withholding taxes suffered by Client for payments made to Client by its customers. Those withholding taxes will be Client’s financial responsibility.

   This “Taxes” section shall govern the treatment of all taxes arising as a result of or in connection with this Agreement notwithstanding any other section or any other document included in this Agreement.

   Product Credits.

   In the event that a credit for the Products is due to Client in accordance with the Vendor Terms, the parties agree that any credit due will be credited by Insight to Client’s account within a reasonable time after Insight’s receipt the corresponding credit amount from Microsoft following Microsoft’s verification of Client's claim. Client expressly acknowledges and agrees that Insight is not obligated to provide any Product credit if Microsoft is unable to verify, or otherwise rejects, Client’s claim for any reason or if Microsoft fails to provide the Products credit for any reason even if it has verified Client’s claim. ANY CREDITS OR TERMINATION RIGHTS DESCRIBED UNDER MICROSOFT’S SLAs SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF CLIENT IN CONNECTION WITH ANY UNAVAILABILITY OF THE PRODUCTS OR BREACH OF SUCH SLAs.

10. SUPPORT.

    Insight’s support offering is Cloud Care. Insight will provide the Client with support for the term of this Agreement in accordance with Exhibit C below (excluding EMEA Clients with legacy Cloud Care Lite, Cloud Care Essentials or Cloud Care Advanced offerings, where Insight shall provide Clients with the applicable Service Description until the next anniversary date of the Client’s Cloud Care Agreement, at which point Exhibit C shall apply upon renewal). Insight’s technical support and the Client’s requests for support shall be in the English language only. The Client shall also provide support for data integration tools and processes developed or maintained by the Client in order to connect the Products to the Client's other software and databases. Third-party Offers purchased in the Marketplace are excluded from Cloud Care.

11. TERM; SUSPENSION AND DISABLEMENT; TERMINATION.

    Term of Agreement.

    1. Term. This Agreement will remain in effect until one (1) year after the Effective Date, unless terminated earlier as set forth in this Agreement. Unless otherwise set forth herein, this Agreement will automatically renew for successive one (1) year terms unless either party gives the other sixty (60) days’ written notice of its intent to not renew (and provided all Subscription have expired (or are set to expire by the date of termination); in other words, as long as You have an active Subscription which was purchased through Insight, this Agreement will be effective and govern that Subscription.
    2. Termination Without Cause. Insight may terminate this Agreement at any time without cause and without intervention of the courts by giving not less than thirty (30) days’ written notice.
    3. Termination for Cause. If a party breaches any term of this Agreement, the other party can terminate this Agreement for cause. The terminating party will give the breaching party not less than thirty (30) days’ written notice and opportunity to cure the breach if the cause for termination is curable. A party will be allowed to cure a breach once, if a party breaches the Agreement for the same reason as a prior breach such as late payment, then the other party may terminate the Agreement immediately. If the cause for termination is not curable, termination is effective immediately upon written notice from the terminating party. Disclosure of confidential information including the disclosure of specially negotiated Client terms, misappropriation of Microsoft’s intellectual property, and insolvency, bankruptcy or other similar proceedings, are grounds for immediate termination. Where Insight terminates this Agreement under this Section XI(c), Client Data may be permanently deleted. It is the responsibility of the Client to ensure that Client Data is backed up appropriately.
    4. Disablement. Insight may disable or suspend a Client’s access to Products if the Client fails to make timely payments or the Client’s account is in arrears. Depending on the Product, Client will have limited or no access to the Product. The Client is responsible for Insight’s charges for Product during any period of suspension. Client Data will be deleted after a period of 90 days’ suspension. Neither Insight nor Microsoft will be liable in any manner whatsoever to the Client arising out of Insight’s disablement or suspension of the Client’s access. Microsoft may disable a Client’s access for legal or regulatory reasons or as otherwise permitted under the MCA and Microsoft will notify Insight of a disablement as soon as commercially reasonable. Insight agrees to notify the Client of the same. If Microsoft disables the Client’s access for legal or regulatory reasons, billing will be suspended until access is re-enabled.

    Effect of Expiration or Termination

    1. When this Agreement ends or is terminated Client must immediately stop using all rights granted by this Agreement and Client must also pay Insight any amounts due under this Agreement.
    2. Termination of this Agreement terminates all and any amendments or addenda under this Agreement.

    Waiver of Rights and Obligations.

    Each party waives any right or obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this Agreement.

    Time Limitation on Claims.

    EACH PARTY AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ORDER MUST BE FILED WITHIN 1 YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.

    Survival.

    The following sections will survive any termination or expiration of this Agreement: Effect of Expiration or Termination, Survival, Privacy; Client Data, Product Warranties, Compliance with Laws, Warranty and Indemnity Obligations, Limitations on and Exclusions of Damages, Government Restrictions, and General.

12. PRIVACY; CLIENT DATA.
    1. Privacy. The Client shall: (i) comply with all applicable legal requirements regarding privacy and data protection; and (ii) provide sufficient notice to, and obtain sufficient consent and authorisation from, any party providing Personal Data to the Client, Insight and Microsoft to permit the processing of the data by Insight and Microsoft and their respective Affiliates, subsidiaries, and subcontractors as required in order to provide the Products and Products to the Client. Microsoft and Insight may collect, use, transfer, disclose, and otherwise process the Client’s Data, including Personal Data, as described in the MCA. Microsoft may send direct communications to Clients related to the terms of the MCA or the operation or delivery of the Product. The Client must provide Microsoft with accurate contact information for the administrator of each domain.
    2. Client Data. The Client is required to pass to Insight some limited Client Data. The Client warrants that it is the data controller of the Client Data. The security, privacy and data protection commitments made by Microsoft in any MCA only apply to the Products purchased from Microsoft and not to any services or products provided by Insight. The Client agrees and acknowledges that in respect of any access to and processing of Personal Data: (i) Insight will only have access to and process minimal amounts of non-sensitive or non-special categories of Personal Data relating primarily to Microsoft CSP Products and related services which shall include processing for order fulfilment, account management and reporting purposes; and (ii) other than the purposes described in sub-section (i) above, Insight shall not be considered a data processor or data controller or in any other way have any responsibilities or liability (and Client holds Insight harmless) in respect of the use, processing, storage, transfer or access or otherwise in respect of Personal Data by and/or between Client on the one hand and Microsoft on the other hand which shall be subject to the arrangements and agreements entered in to directly between Client and Microsoft.
       1. Insight shall use Client Data only to provide Client with the Products and the Cloud Care specified in Exhibit C of this Agreement and to assist Client in the proper administration of the Products. Additionally, Insight shall only access and disclose to law enforcement or other government authorities data from, about or related to Client, including the content of communications to the extent required by law (or to provide law enforcement or other government entities access to such data).
       2. If Insight receives a request for Client Data either directly from a law enforcement agency or as redirected to Insight, then Insight shall redirect the law enforcement agency to request that data directly from Client. If compelled to disclose Client Data to law enforcement, then Insight shall promptly notify Client and provide a copy of the demand, unless legally prohibited from doing so.
       3. Client consents and authorises Insight, Microsoft (and their service providers and subcontractors) at Client’s direction to access and disclose to law enforcement or other government authorities data from, about or related to Client, including the content of communications (or to provide law enforcement or other government entities access to such data). As and to the extent required by law, Client 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.
       4. Neither Insight nor Microsoft provide a back-up service for the Client Data unless additionally purchased by the Client. The Client is responsible for the back-up of Client Data. Neither Insight nor Microsoft shall be liable for the loss of Client Data as a result of the Client’s failure to back up such Client Data.
    3. European Data Protection. In addition to the terms already set forth in this section, the following terms will apply to You if You are located in Europe. In the event of any conflict between sub-paragraphs (a) and (b) and the terms in this European Data Protection paragraph, the terms in this European Data Protection paragraph will prevail.
       1. Both Parties shall comply with the Data Protection Legislation.
       2. Except to the extent otherwise dictated by the Data Protection Legislation, in respect of personal data relating to Client’s employees and other data subjects related to Client which are processed by Insight pursuant to this Agreement, Client is the data controller and Insight is the data processor. Client is responsible for obtaining the consent of all Client related data subjects whose personal data is provided to or otherwise made available to Insight pursuant this Agreement. Client authorises Insight to engage processors or sub-processors to the extent required for the performance of this Agreement. Insight shall ensure that its sub-contractors enter into adequate contractual obligations for the protection of Client’s personal data.
       3. Insight does not process personal data on behalf of the Client other than limited Client user data in order to maintain and support the provision of the Products and related services and as may otherwise be required for account management, reporting, and any other lawful and legitimate purpose. Insight shall, in relation to any personal data processed in connection with the performance by Insight of its obligations under this Agreement:
          1. process personal data specifically for the performance of this Agreement;
          2. ensure that it has in place appropriate technical and organisational measures to protect the personal data as required under Data Protection Legislation;
          3. ensure that all personnel of Insight who access personal data do so under obligations of confidentiality; and
          4. provide reasonable assistance following written request to assist the Client to comply with its obligations under Data Protection Legislation, to respond to subject access requests and data breach notifications.
    4. Client agrees that Insight shall not be considered a data processor or data controller or in any other way have any responsibilities or liability (and the Client holds Insight harmless) in respect of the processing of personal data pursuant to the Products, transacted by Insight where Insight does not receive such personal data. Such processing of personal data shall be subject to the arrangements, licence and contract terms directly with Microsoft.
    5. Client authorises Insight to transfer and process any personal data outside of the European Economic Area (EEA) in order to perform its obligations under this Agreement, and for Insight’s other legitimate interests, provided that such transfer is made under a legal framework compliant or otherwise in accordance with the Data Protection Legislation, for example Privacy Shield or the European Commission approved Standard Contractual Clauses.
    6. Client shall:
       1. comply with the foregoing obligations to the extent that it processes any personal data of Insight’s employees;
       2. provide sufficient notice to, and obtain sufficient consent and authorisation from its employees and any other data subject for the personal data which the Client provides to Insight and Microsoft to permit the processing of the personal data by Insight and Microsoft and their respective Affiliates, subsidiaries, service providers and subcontractors as required in order to provide the Products and related services to the Client;
       3. provide Insight and/or Microsoft (as applicable) with accurate contact information for the administrator of each Client domain including the client employees granted purchaser rights (admin access) in Insight’s buy.insight.com platform. Insight and/or Microsoft (as applicable) may send direct communications to Clients related to the terms of the MCA or the operation or delivery of the Products.
    7. Microsoft and Insight may collect, use, transfer, disclose, and otherwise process the Client’s Data (as defined in the MCA under “Customer Data”), including personal data, as described in the MCA. Microsoft may send direct communications to Clients related to the terms of the MCA or the operation or delivery of the Product. The Client must provide Microsoft with accurate contact information for the administrator of each domain.
13. OTHER RIGHTS AND OBLIGATIONS
    1. Administration Portal Access. During the term of the Agreement, the Client shall provide to Insight the necessary administrative access (including any modifications to conditional access policies that otherwise prohibit Insight’s access to the Client’s Microsoft Online Services Portal) to enable Insight to perform its obligations under this Agreement, such as Product support or to carry out additional value-add functions for the Client. At a minimum, the Client shall provide to Insight the necessary roles within the Granular Delegated Access Privilege (GDAP)(or equivalent access, including any successor to or replacement of GDAP by Microsoft). Client’s removal of any minimum required GDAP role: a) shall detrimentally affect Insight’s ability to escalate support issues to Microsoft; and b) may increase the Product pricing Insight is able to offer.
    2. Product Warranties. Unless required by applicable laws, Insight gives no express warranties, representations or conditions about the Products. To the maximum extent permitted under applicable laws, Insight excludes all implied warranties and conditions, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Microsoft’s Product warranties are as set out in Microsoft’s Cloud Agreement or other end user facing documentations.
    3. Compliance with Laws. Client will comply with all laws applicable to Client’s use of the Products, including but not limited to, laws against bribery, corruption, inaccurate books and records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act (“Anti-Corruption Laws”).
    4. Audit Rights. During the term of this Agreement and for two (2) years after the later of either (i) the termination of Insight’s Agreement with Client, or (ii) the date of issuance of final payment between Insight and Client, Insight or its audit-related agents shall have access to, and the Client shall maintain, any books, documents, records, papers, or other materials of the Client related to this Agreement (the “Relevant Records”). Insight will provide Client with at least ten (10) days’ written notice of Insight’s intent to exercise its rights to audit Client’s compliance with this Agreement under this provision. Insight may exercise its rights under this provision if it has a good faith reason to believe that Client or its representatives are in violation of any Anti-Corruption Laws in connection with this Agreement or in any manner that may impact Insight or its relationship with Client. In addition, Insight may further exercise its rights under this provision for any other reason at any other time not to exceed once every 12-month period.
14. WARRANTY AND INDEMNITY OBLIGATIONS.
    1. Warranty by Microsoft. Microsoft’s warranty obligations shall be as set out in the MCA.
    2. No Warranty by Insight. Unless required by applicable laws, Insight gives no express warranties, representations or conditions. To the maximum extent permitted under applicable laws, Insight excludes all implied warranties and conditions, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose.
    3. Defense of Infringement Claims. Microsoft’s obligation of defense of Infringement Claims shall be as set out in the MCA.
    4. Client’s Indemnity Obligations for Third Party Claims. Client will defend Insight against any Third Party Claims. If there is an adverse final judgment (or settlement to which Client consents) resulting from any Third Party Claims, Client will pay it. Insight will promptly notify Client in writing of the Third Party Claim, specify the nature of the claim and the relief the third party seeks. Insight will give Client reasonable assistance in defending the Third Party Claim. Client must have Insight’s written consent before settling any Third Party Claim. Insight will not unreasonably withhold Insight’s consent.
15. LIMITATIONS ON AND EXCLUSIONS OF DAMAGES.
    1. Limitation. UNLESS APPLICABLE LAW REQUIRES OTHERWISE, THE ONLY REMEDY THAT EITHER PARTY WILL HAVE FOR ANYTHING RELATED TO THIS AGREEMENT IS TO OBTAIN DIRECT DAMAGES FROM THE LIABLE PARTY UP TO THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO INSIGHT DURING THE PRIOR ONE-YEAR PERIOD, MINUS ANY AMOUNTS PAID BY THE LIABLE PARTY DURING THAT SAME PERIOD FOR ANY PRIOR LIABILITY. NEITHER PARTY CAN RECOVER ANY OTHER DAMAGES FROM THE OTHER, INCLUDING LOSS OF REVENUE OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE. THE LIMITATIONS IN THIS SECTION APPLY TO: (I) ANYTHING RELATED TO THE PRODUCTS; AND (II) CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW. IT ALSO APPLIES EVEN IF CLIENT IS NOT FULLY COMPENSATED FOR ANY LOSSES, OR INSIGHT KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF DAMAGES.
       
       THE LIMITATIONS DO NOT APPLY TO (i) CLAIMS FOR NON-PAYMENT, FRAUD, BREACH OF CONFIDENTIALITY, (ii) THIRD PARTY CLAIMS, AND (iii) any loss, liability, OR damage arising directly or indirectly out of Client’s breach of, or Client’s use of the Products under, THE MCA. EACH PARTY’S LIABILITY FOR LOSS OR DAMAGE OF ANY KIND (INCLUDING LOSS OR DAMAGE CAUSED BY NEGLIGENCE) IS REDUCED TO THE EXTENT THAT THE OTHER’S AGENTS CAUSED OR CONTRIBUTED TO THAT LOSS OR DAMAGE.
    2. When These Exclusions May Not Apply. The provisions of any local law which implies terms into this Agreement will not apply to the extent that local law permits the parties to contract out of the law. However, the limitations and exclusions in this Agreement do not change Client’s rights if the laws of its state, province or country do not allow. For example, the limitations on liability may not apply to Client if applicable law does not allow it.
       
       If applicable law gives Client any implied terms, despite the exclusions and limitations in this Agreement, then to the extent permitted by applicable law, Client’s remedies are limited to repair or replacement of the Product and if Microsoft cannot repair or replace the Product, Insight will refund the amount Client paid for it.
16. INTELLECTUAL PROPERTY.
    1. Use of Marks. The Agreement does not grant either party any right, title, interest, or license in or to any of the other party's Marks.
    2. Proprietary Notices. Client must not remove any copyright, trademark or patent notices from any of the Products. Client must include Microsoft’s copyright notice on any documentation for the Products, including online documentation. The first time Client mentions the name of Microsoft’s Products in communications, it must use the appropriate trademark, Product descriptor and trademark symbol (either “™” or “®”), and clearly indicate Microsoft’s (or Microsoft’s suppliers’) ownership of the trademark(s).
    3. Unsolicited Commercial Email. Neither party may use the other party's Marks in connection with the transmission or distribution of unsolicited commercial email. Neither party may use the other party’s Marks in any manner that would violate applicable law or local custom, or conflict with Microsoft’s policies.
17. GOVERNMENT RESTRICTIONS.
    1. Export Restrictions. Microsoft Products are subject to U.S. export jurisdiction. All parties 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. For additional information related to Microsoft compliance with export rules, see www.microsoft.com/exporting.
    2. Government Approvals. Client may import or export and provide the Products in or to a country or Territory only if allowed by, and in compliance with, all applicable laws and regulations of the country or Territory, as well as this Agreement.
18. NO UNAUTHORISED SPECIAL OFFERS; NO SIDE AGREEMENTS.

    Only the Insight entity that enters into this Agreement can agree with Client to amend the Agreement. Neither Client nor Insight will enter into any Side Agreement. “Side Agreement” means any arrangement between Insight and Client, written or oral, that purports to modify the Agreement and is not signed, or otherwise agreed to, by the Insight entity that signed this Agreement. Side Agreements do not include Microsoft offers of rebates, promotions, discounts or extensions of payment terms (collectively, “Special Offers”) when the Special Offer is made pursuant to a separate written agreement generally available to Microsoft’s partners.

19. FINANCIAL INTEGRITY AND ACCOUNTING.

    Client will not provide false, misleading or inaccurate financial information to Insight or Microsoft. Client must ensure that all orders, and the Agreement or any other documents it submits are complete and accurate.

20. GENERAL
    1. Entire Agreement. This Agreement is Insight’s entire agreement relating to Client’s purchase of the Products under the Microsoft Cloud Solution Provider Program. It supersedes any prior or contemporaneous communications and agreements relating to the subject matter of this Agreement. Except as otherwise provided herein, this Agreement can be changed only if both parties who entered into this Agreement agree to an amendment.
    2. Notices. All notices and requests required or permitted under this Agreement shall be in writing. Any notice or request provided for by this Agreement shall be given either by personal delivery; email; certified mail, return receipt requested; or recognized overnight express courier service.
       
       The Client must additionally send notices to the registered office address. Legal notices to Insight must be sent with a separate copy addressed to:
       Insight
       2701 E Insight Way
       Chandler, AZ, USA 85286
       Attn: Legal Department
       
       
       If You are located in Australia, you may also send an email to APAClegal@insight.com.
    3. Assignment. Client may not assign or transfer this Agreement or its rights or obligations under it, whether by contract or by operation of law (such as merger or sale of Client’s stock). Client will provide Insight with no less than 30 days’ notice of any requested assignment and Insight’s consent will not be unreasonably withheld.
    4. Confidentiality. The following terms and conditions apply to exchanges of information under this Agreement.
       1. “Confidential information” means: (a) nonpublic information that Insight, Client, or an Affiliate designates as being confidential; or (b) nonpublic information which, given the nature of the disclosure or the circumstances surrounding disclosure, the receiving party should treat as confidential, including but not limited to Client Data. Client Agreements are Confidential Information provided Client: (1) has a need to know such Confidential Information in order fulfill the purposes of this Agreement; and (2) accepts that all such Confidential Information is to be handled in strict confidence.
       2. Generally, the Parties must not disclose any confidential information of the other for five years following the date of disclosure. However, there is no time limit on disclosure of confidential information that contains personal information (such as Client contact information). The receiving party will not be liable for disclosure of information which: (a) it already knew without an obligation to maintain the information as confidential; (b) it received from a third party without breach of an obligation of confidentiality owed to the other party; (c) it independently developed; or (d) becomes publicly known through no wrongful act of the receiving party.
       3. However, confidential information may be disclosed as required by a judicial or other governmental order, if the receiving party either: (a) gives reasonable notice of the order to allow the other party a reasonable opportunity to seek a protective order or otherwise prevent or restrict its disclosure; or (b) obtains written assurance from the entity issuing the order that it will protect the confidential information to the maximum level allowed under applicable law or regulation.
    5. Relationship Between Insight and Client. Client and Insight are independent contractors for all purposes regarding this Agreement. Insight and Client are not a partnership (as the term is used in applicable partnership laws to refer to a legal partnership entity) or joint venture. Client and Insight do not have any agency, franchise or fiduciary relationship.
    6. Waiver. No waiver of any breach of this Agreement shall be a waiver of any other breach, and any waiver must be in writing and signed by an authorised representative of the waiving party.
    7. No Representations. Insight has not made any representation to Client about any Products other than as specifically stated in this Agreement. Client has relied on its own skill and judgment (or that of its advisers) in deciding to enter into this Agreement. However, neither party limits nor excludes liability for fraudulent misrepresentations.
    8. Services Supply in New Zealand Client agrees that if Services are supplied to Client in New Zealand (i) the Services are supplied for the purpose of a business and that the Consumer Guarantees Act 1993 (NZ) does not apply; and (ii) sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to the Services. Client acknowledges and agrees that it acquires the Services in trade as defined in the Fair Trading Act 1986, and that it is fair and reasonable to be bound by this clause.
    9. Applicable Law; Attorneys’ Fees. The law governing this Agreement will depend on where You are located and Your Insight contracting party as follows:
       • If You procure Products in the United States, then this Agreement is governed by and interpreted in accordance with the laws of the State of Arizona. The Parties consent to the exclusive jurisdiction and venue in courts sitting in Maricopa County, Arizona.
       • If You procure Products in Canada, then this Agreement is governed by and interpreted in accordance with the laws of the Province of Ontario.
       • If You procure Products in Europe with the exception of Italy, then this Agreement is governed by and interpreted in accordance with the laws of the country where Insight is located.
       • If You procure the Products in Italy, then this Agreement is governed and interpreted in accordance with the laws of Italy and the parties agree to submit to the exclusive jurisdiction of the Court of Milan for the resolution of any disputes between them.
       • If You procure Products in APAC, then this Agreement is governed and interpreted in accordance with the laws of the country set forth here:
         • If You procure Products in Australia, then the law of NSW shall apply;
         • If You procure Products in New Zealand or Singapore, then the laws of those respective countries shall apply;
         • If You procure Products in Hong Kong, then the laws of Hong Kong shall apply; and
         • If You procure Products in any other APAC region not listed here, the laws of the country where Insight is located shall apply.
       
       If either Party begins litigation in connection with this Agreement, the substantially prevailing Party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. This choice of jurisdiction and venue does not prevent either Party from seeking injunctive relief for violation of intellectual property rights; breach of confidentiality obligations; or enforcement or recognition of any award or order in any appropriate jurisdiction.
       
       If You procure the Products in Italy, the Parties acknowledge and agree that this Agreement has been negotiated between them before being finalized and therefore the articles 1341 and 1342 of the Italian Civil Code do not apply.
    10. DEFINITIONS.

        “Affiliate” means any legal entity that owns, is owned by, or that is under common ownership with Insight or Client. Ownership means control of more than 50% interest.

        “APAC” means the Asia-Pacific regions in which Insight operates, including Australia, New Zealand, Singapore, Hong Kong, and China.

        “Authorised User(s)” means the individuals designated by the Client responsible to (and notified to Insight as being authorised to) raise tickets for technical support.

        “Business Day” means any day which is not a Saturday, Sunday or public holiday in Insight’s location.

        “Chargeable Units” means the metric or other unit of measure for the usage of the Products upon which Fees for the Products are calculated and charged. Without limiting the generality of the foregoing, a Chargeable Unit may be a user, license, seat, device, mailbox, capacity, or bandwidth, as applicable to the Products (such applicability will be determined by Insight or Microsoft).

        “Client” means the legal entity ordering and using Products and Cloud Care support as an end user.

        “Cloud Care” means Insight’s support offerings for Microsoft Products details of which are contained in the applicable Cloud Care Support Tier which shall be provided by Insight to the Client.

        “Client Data” has the same meaning as assigned to “Customer Data” in the MCA.

        “Consumption-based Products” means Online Services which are used and measured on a usage or consumption basis.

        “Data Protection Legislation” means all applicable data protection legislation which may include the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for example the United Kingdom Data Protection Act 2018, as amended or succeeded from time to time, in the EU and any individual jurisdiction. Terms used throughout this clause including “data controller”, “data processor”, “data subject”, “personal data” and “processing” are as defined in the Data Protection Legislation.

        “Early Termination Charges” means fees due from and payable by Client in the event of cancellation of a Subscription before its term ends, being Insight’s remaining charges for fixed term Subscriptions for the remaining period of such Subscription.

        “Europe” the countries and locations identified by Microsoft as being the "Europe Region and Market", as amended by Microsoft from time to time.

        “Fees” means the fees for the Products purchased by Client under this Agreement, including without limitation, Subscription Fees, as described in this Agreement.

        “Fixed Term Products” means seat-based Online Services Products designated by Microsoft as “New Commerce” which are purchased for a designated and fixed term under a Subscription.

        "Initial Term” means (i) Client’s initial Subscription Period (for Fixed Term Products) or (ii) Client’s initial period of consumption (for Consumption-based Products), in either case as set forth in the Portal.

        “Marks” means (i) either party’s names, word marks, logos, logotypes, trade dress, designs or other trademarks; (ii) the trademark and trade name “Microsoft,” and all trademarks and trade names derived from it, and the trademarks owned by Microsoft and used in association with all Products or which are set out at https://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx, or any successor site, as Microsoft may amend; and (iii) any and all copyrights either party owns.

        "Microsoft" means:

        • For Clients in the United States and Canada, Microsoft Corporation; and
        • For Clients in Europe and APAC, Microsoft Ireland Operations Limited.
           

        “Microsoft Cloud Solution Provider Program” means Microsoft’s program for the provision of certain Microsoft, third party, and integrated offers and services to the Client.

        “Microsoft Customer Agreement” means the agreement that Microsoft uses to convey or provide Products to Clients, as set forth in Exhibit A. Microsoft may revise the MCA at any time.

        “Normal Business Hours” means 08:00 am to 5:30 pm local time, each Business Day.

        “Online Services” means Microsoft-hosted services identified on the then-current Insight Cloud Care price list to which Client subscribes. Online Services do not include Software.

        “Perpetual Products” mean licenses for certain on-premises Microsoft Software that a Client licenses in perpetuity.

        “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. In the event of any conflict between the definition of Personal Data set forth in this subsection and a definition set forth in a Region-Specific Schedule, the definition in the Regional-Specific Schedule will prevail over this one.

        “Portal” means the cloud administration portal identified by Insight.

        “Product” means the Microsoft Online Services and Software made available to Client on the then-current Insight Cloud Care price list.

        “Product Change” means the introduction, modification or other change to a Product by Microsoft.

        “Registered Usage” means the number or quantity of Chargeable Units provisioned by Client directly or through Insight on behalf of Client, calculated on a prorated basis by Microsoft.

        “Renewal Term” means (i) the Client’s Subscription Period which follows the Initial Term (for Fixed Term Products), or (ii) Client’s period of consumption which follows the Initial Term (for Consumption-based Products).

        “Service Level Agreement” or “SLAs” means the service levels or service level agreements pertaining to, among other things, the nature and quality of the Products. The SLAs agreed upon under this Agreement, if any, shall be set forth in Exhibit B and Exhibit C.

        “Software” means licensed copies of Microsoft software identified on the then-current Insight Cloud Care price list.

        “Standard Rate” means Insight’s pricing which is based upon the Registered Usage and the Products at the rates set forth in the Portal.

        “Subscription” means an order for a quantity of Products for a defined term (e.g.: 1, 12, or 36 months).

        “Subscription Fees” means recurring fees for the Products during the applicable Subscription Period based on the actual Chargeable Units and the Products ordered by Client.

        “Subscription Period” means a monthly, yearly, or multiyear billing period, as indicated online in the Portal or as may be set forth in an order form.

        “Term” means collectively, the “Initial Term” and, if applicable, any “Renewal Term.”

        “Terms of Use” means Microsoft’s terms and conditions associated with the use of the Products by Client, attached as Exhibit A of this Agreement.

        “Territory” means:

        • For Clients in the United States, Territory means the United States of America, including Native or indigenous reservations and its possessions, territories, and commonwealths; for the purposes of this Agreement, “United States” includes (i) American Samoa, (ii) Guam, and (iii) Northern Mariana Islands (collectively, the “U.S.”);
        • For Clients in Canada, Territory means Canada and its possessions, territories, and provinces (collectively, “Canada”); and
        • For Clients in Europe and APAC, Territory means the country where You are procuring Products.
           

        “Third Party Claim” means any third party claims or allegations against Insight that arise out of or are connected with any default or breach or alleged default or breach of this Agreement by Client, or any other act or omission by Client.

        “Third Party Offer” means an offer available through the Microsoft Cloud Solution Provider Program to resell, manage, bill and support third party SaaS solutions along with the Microsoft Cloud Solution Provider Program. Third-Party Offers are provided by developers and subject to the terms of the associated Third-party Customer Agreement and policies of that developer.

        “Transfer Fee” means up to twenty (20) percent of the Fees Insight would have collected from Client for the remainder of Client’s Term.

        “Usage Commitment” means the greater of: (i) the Registered Usage selected by Client, or (ii) the then-current Registered Usage as reported to Insight by Microsoft and upon which Insight invoices Client for the applicable Usage and Subscription Period during the applicable Term.

        “Vendor” or "Microsoft" is the entity that provides the Products, as described in the Vendor Terms and offered by Insight under this Agreement, including Third-Party Software licensors (if any).

        “Vendor Terms” means, collectively, Microsoft’s terms and conditions associated with the use of the Products, including but not limited to: (i) Microsoft’s Cloud Agreement; and (ii) Microsoft's Online Services Terms, as may be further referenced in Exhibit A; and (iii) SLAs, if applicable, as may further be referenced in Exhibit B.

EXHIBIT A
VENDOR’S TERMS

BY EXECUTING THIS AGREEMENT, CLIENT ACKNOWLEDGES AND CERTIFIES THAT IT HAS READ, ACCEPTS AND WILL AT ALL TIMES COMPLY WITH: (1) MICROSOFT’S ONLINE SERVICES TERMS; AND (2) MICROSOFT’S CUSTOMER AGREEMENT. CLIENT SHALL BE SOLELY RESPONSIBLE FOR PERIODICALLY REVIEWING DESIGNATED URLS OR SUCCESSOR URLS OF MICROSOFT TO UNDERSTAND AND PERFORM IN ACCORDANCE WITH SUCH AMENDED OR OTHERWISE UPDATED VENDOR TERMS.

1. The Microsoft Online Services Terms can be found at:
   https://www.microsoft.com/en-us/licensing/product-licensing/products.aspx
2. The Microsoft Customer Agreement is available from Client’s tenant accessed through the Microsoft Online Services Portal;
   OR
   Client accepts the current applicable regional version of the MCA available under the link below. Microsoft reserves the right to update the MCA.
   https://www.microsoft.com/licensing/docs/customeragreement

EXHIBIT B
SERVICE LEVEL AGREEMENT
(ONLINE SERVICES AND AZURE SERVICES)

The provisions of this Exhibit B (or as otherwise provided by Microsoft), specify the performance and quality commitments offered by the Microsoft to Client:

1. The Service Level Agreement for Microsoft Online Services can be found at:

   https://www.microsoft.com/en-us/licensing/product-licensing/products.aspx

The terms and conditions located at the above-referenced URLs establish a direct agreement between Client and Vendor.

EXHIBIT C
Cloud Care Definitions and SLAs

Insight Cloud Care provides our clients who purchase Microsoft cloud subscriptions from Insight via Microsoft’s Cloud Solution Provider (CSP) Program, with a core set of reactive technical support services to assist with challenges that might arise in consuming Microsoft cloud services. Insight Cloud Care is not available for any third-party Marketplace Offers.

Insight Cloud Care is available for the following Microsoft cloud platforms:

• Insight Cloud Care for Microsoft 365
• Insight Cloud Care for Azure
• Insight Cloud Care for Dynamics 365

Insight Cloud Care Support

Insight’s support role is to provide the following services for your Microsoft cloud subscriptions purchased with Insight:

1. Troubleshoot and provide technical guidance for break/fix client issues, including escalation to Microsoft when necessary.
2. Gather and validate information related to specific technical support requests.
3. Provide issue coordination and resolution management.
4. Maintain communication with the client to help ensure that issues are addressed on an ongoing basis.

Authorised Users

Only Authorised Users are permitted to create tickets for technical support. Insight accepts no liability for any losses incurred resulting directly or indirectly from instructions received from Authorised Users and it is the responsibility of the Client to promptly notify Insight of any changes to Authorised Users. Authorised Users are expected to have a good understanding of the technology being supported and appropriate skillset to assist Insight with troubleshooting.

Scope and Levels of Cloud Care

• A maximum of 5 Authorised Users are permitted to create / request a ticket.

In all regions, Additional Authorised Users may be added if agreed by both parties.

Inclusions - limited to Authorised Users in the client tenant:

• Break/Fix for Microsoft 365, Microsoft 365, Azure, and Dynamics 365 cloud products purchased from Insight as a cloud subscription under Microsoft’s Cloud Solutions Provider (CSP) Program
• Licensing issue resolution (for products purchased from Insight through the CSP program)
• Billing support (for products purchased from an Insight provided cloud subscription)
• Support utilising Insight’s self-service portal

Insight may, at its discretion, provide support on a case-by-case basis for the following:

• Break/Fix for on-premises components of a Hybrid Microsoft 365 configuration that impact on Microsoft 365 services, for example:
  • Active Directory synchronisation
  • Exchange

Not Included:

• How-To guidance for Office 365, Microsoft 365, Azure, and Dynamics 365 administration
• Break/Fix, troubleshooting, or configuration changes for endpoint related issues, servers, operating systems or installed software
• Break/Fix for on-premises servers, networking, or bandwidth issues
• Configuration changes for on-premises servers, including those which are part of a Hybrid Microsoft 365 configuration
• Support for products or services from vendors other than Microsoft
• Support for custom developed or 3rd Party Applications, Client applications, code or data
• Administration tasks which are ‘business as usual’ / ‘day-to-day’ type activities, such as Moves / Adds / Changes / Deletes (MACD) for users, groups, license allocation, and similar entities
• Migration support
• Direct support for Client users who are not one of the Service Now authorised users.
• Designing SharePoint sites, or other information management activities beyond Break/Fix support
• End User training
• Support for large or complex change requests or migrations/deployments (as determined by Insight – these will be deemed project work and scoped and invoiced separately)
• Patch management
• Operating system version upgrades and patching
• Support for products and licenses purchased outside of the CSP program; for example, EA agreements
• Capacity and performance planning or optimisation of existing environments
• Anything which is not explicitly listed as being included in scope, is not in scope

Service Level Objectives

Ticket Management and Prioritization Process

Insight will use the following process to manage tickets:

1. Insight’s Service Desk shall receive an incoming request for support via the provided phone number, ticketing system, or email (as applicable), and will log any further information into the ticketing system as required. For Incidents which are determined by the Client as high priority (Priority 1 or Priority 2), the Client must always notify Insight by telephone.
2. Client shall be directed, as appropriate, to a technical specialist who will coordinate Client request, problem determination, attempt resolution, perform incident analysis, track calls to closure.
3. An Insight support representative will assign a priority level to each reported request or problem based upon information provided by Client using https://www.insight.com/en_US/help/managed-services-service-levels-and-requests.html as a guide. A Priority 1 incident requires a Client representative available 24x7 to work with Insight resources to resolve (if not provided then Insight may downgrade the Priority).
4. Incident information will be updated in the Insight ticketing system and available on-line via the self-service portal.

Incident Management Service Level Objectives

Insight’s Incident Management Service Level Objectives are detailed at https://www.insight.com/en_US/help/managed-services-service-levels-and-requests.html

Incidents designated by Insight as being Priority 1 & Priority 2 Incidents will be supported 24x7. All other incidents or requests will only be supported during Normal Business Hours.

Request Management Service Level Objectives

Microsoft Escalation

Insight escalates issues through our support tiers as necessary and maintains a Premier Support Agreement with Microsoft for issues which are deemed by Insight as requiring Microsoft escalation. When escalating to Microsoft, Insight adheres to Microsoft’s severity levels. Severity levels are assigned to a case when it is opened, based on an assessment of the issue type and customer impact. Issue resolution times may be dependent on Microsoft. Please refer to Microsoft documentation regarding its support Service Level Objectives, such as at https://www.microsoft.com/licensing/docs/view/Service-Level-Agreements-SLA-for-Online-Services. If the issue reported to Microsoft is found to be due to a 3rd party or other unsupported issue, Insight may charge the price of the tech support escalation back to the client

Support contacts

Insight’s contact details for utilising the Insight Cloud Care service are as follows, in most cases Clients should contact support through the portal as the primary form of contact unless the incident requires an escalated priority.

Support Portal URL

United States, Canada, and the Asia Pacific (APAC): https://services-na.insight.com/sp

Europe: https://services-emea.insight.com/sp

By Phone:

• USA: 1-800-535-1506 (Option 1)
• Australia: +61 2 8978 2142 (Option 1)
• New Zealand: +64 4831 0276 (Option 1)
• Singapore: +65 3159 1141 (Option 1)
• Hong Kong: +852 2972 8238 (Option 1)
• Ireland: +35315268502
• Netherlands: +31207975840
• France: +33185653504
• Italy: +390683364803
• Spain: +34935452384
• Belgium: +3228954009
• Austria: +4372070028585
• Switzerland: +41225954952
• Sweden: +46853527961
• Germany: +4961316244399
• UK: +443444723245

By E-mail (Asia Pacific (APAC) Only: CSP.Support@Insight.com

Further Information

For service questions or additional information please contact Insight at the following:

• North America (US and Canada): microsoftcloudcare@insight.com
• Australia/New Zealand: anz_csp@insight.com
• Singapore: ordermgt.sg@insight.com
• Hong Kong: services.hongkong@insight.com
• Europe: +44 (0) 344 846 3333

Thank you for choosing to entrust your Microsoft cloud to Insight!

EXHIBIT D
Azure Plan

PROVISIONING AND USE OF AZURE. Insight performs the initial tenant set-up for Client, including adding Client’s subscription and configuring Client’s owner rights. Once a subscription has been created for Client, Cloud Services may be enabled and consumed by Client via the Microsoft Azure Services Portal. Use, reporting and invoicing of Cloud Services are based on a consumption or actual use model, as further described below. Client will be invoiced for Cloud Services consumed in accordance with usage reports provided by Microsoft.

TERM/TERMINATION. Cloud Services start once provisioned by Insight on Client’s behalf. Client can cancel the Cloud Services at any time by providing written notice. If Client terminates its use of Cloud Services, Client will remain responsible to Insight for the prior month’s consumption and all accrued charges for such Cloud Services which will be billed in the next scheduled invoice.

FEES AND INVOICING. Cloud Services will be invoiced monthly in arrears on an actual use basis (i.e. “pay-as-you-go”) as measured and reported to Insight by Microsoft. For any extension of a subscription term or the provisioning of a Cloud Service upgrade, the then-current price will apply, unless otherwise mutually agreed in writing by Insight and Client. Insight may change the fees it charges all clients for Cloud Services due to changes in Microsoft’s pricing and changes to its channel partner programs.

MICROSOFT AZURE PLAN

• For North America clients, with administrative access Client will earn 3.95% off of MSRP for consumption-based resources.
• For EMEA and APAC Clients, please work with your account team to understand the pricing for your Azure environment.
• If Insight’s administrative access is removed from Client’s account, then Client will be invoiced 13% above MSRP.
• If Client has signed a separate Azure order form or has written custom agreement with Insight, that will supersede the terms contained herein.
• Upon creation of Client’s Azure subscription, Insight is assigned administrative access to Client’s Azure subscriptions via the Foreign Principal Group by default. The Foreign Principal Group is a type of Azure Active Directory Group within Azure. The Foreign Principal Group grants Insight’s specified CSP administrators and engineers the ability to assist with managing Azure subscriptions and the resources contained within. Insight utilizes the Foreign Principal Group to assist Client with specific requests such as: Azure support resolution, assignment of owner rights, password resets, Azure Reserved Instances and adding new Azure subscriptions. Insight’s administrative access through the Foreign Principal Group is only utilized with Client’s specific authorisation to perform a Client directed request and does not grant Insight access or visibility to Client’s data. Should Microsoft change the levels of access administered through the Foreign Principal Group such that Insight is able to access client data, Insight will notify client of such change and work with client to identify a new level of access if required, as mutually agreed.

AZURE SERVICES NOT SUBJECT TO DISCOUNT
Microsoft offers several types of Azure services that are not subject to discount such as (but not limited to) Azure Reservations, Savings Plans, and TelCo Credits. Client agrees to pay fees quoted at the time of Client’s order of any such item. Such purchases may be invoiced (i) monthly; or (ii) up-front, in full, for the entire term. All such programs have their own unique coverage period (not coterminous to any previous Azure Reservation purchase). In addition, the following terms apply to such purchases:

• Exchange Policy:
  • Client can return multiple existing reservations to purchase a new reservation of the same type. Client can’t exchange reservations of one type for another.
  • An exchange is processed as a refund and repurchase – different transactions are created for the cancellation and the new purchase. The prorated reservation amount is refunded for the reservations that are traded in. Client is charged fully for the new purchase.
  • The new purchase total must be equal to or be greater than the returned amount to qualify.
  • The new reservation purchased as part of the exchange has a new term starting from the time of the exchange.
  • There is no penalty or annual limits for exchanges.
• Refund Policy:
  • If Client cancels a reservation, Microsoft may issue a 12% early termination fee.
  • The refund Client receives for a cancellation is the remaining pro-rated balance minus the 12% early termination fee, if applicable.
  • The client refund amount is subject to change at Microsoft’s discretion as set forth in the Microsoft Product Terms.

AZURE MARKETPLACE
Client may purchase Offers from Microsoft’s Azure Marketplace (“Marketplace”). The purchasing and billing terms for Marketplace purchases will be governed by this Agreement and the applicable Microsoft terms governing all Marketplace purchases. Microsoft’s Azure Marketplace Terms and Conditions are referenced here. Client must have an active Azure subscription through Insight for all Marketplace purchases.