This Annex shall supplement the standard terms and conditions of Connectus Business Solutions Ltd (the “Terms”). In the event of an inconsistency between the Terms and this Annex, this Annex shall prevail.
In this Annex, the following terms shall have the following meanings:
Affiliate: means any legal entity that controls, is controlled by, or is under common control with a party. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
Customer Data: all data, including all text, sound, software, image or video files that are provided to Microsoft or its Affiliates by, or on behalf of, the Customer and the End User and its Affiliates through use of Online Services.
Licensing Site: http://www.microsoft.com/licensing/docs or a successor site.
Microsoft: Microsoft Ireland Operations Limited.
Online Services: Microsoft-hosted services to which the Customer subscribes under these Terms and this Annex. It does not include software and services provided under separate licence terms.
Online Services Terms: means the additional terms that apply to the Customer’s and the End User’s use of Online Services published on the Licensing Site and updated by Microsoft from time to time.
Personal Data: any information relating to an identified or identifiable natural person.
Product: all Software and Online Services identified in the Product Terms licensed to the Customer under these Terms and this Annex Agreement, including previews, prerelease versions, updates, patches and bug fixes from Microsoft.
Product Terms: means the document that provides information about Products licensed to the Customer under these Terms and this Annex. The Product Terms document is published on the Licensing Site and is updated by Microsoft from time to time.
Setup Cost: the cost to the Customer of setting up the Microsoft Licensing Services.
Software: licensed copies of Microsoft software identified in the Product Terms. Software does not include Online Services, but Software may be part of an Online Service.
Use: to copy, download, install, run, access, display, use or otherwise interact with.
Use Rights: the licence terms and terms of service for each Product published on the Licensing Site and updated by Microsoft from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product. License terms for all Products are published in the Product Terms. Terms of service for Online Services are published in the Online Services Terms.
- Capitalised terms not otherwise defined herein are as defined in the Terms.
2. The Microsoft Licensing Services
- The Contract shall commence on the date hereof and will continue for the Minimum Period.
- On expiry of the Minimum Period, the Contract shall automatically renew on the same terms until notice to terminate is served in accordance with paragraph 7.3.
- The Customer is hereby granted a non-exclusive, non-transferrable, limited licence to use Microsoft Licensing Services for its own use and business purposes.
- The Company endeavours to provide Microsoft Licensing Services to the Customer without any delays, interruption, or distortion. However, the Microsoft Licensing Services may at sometimes be unavailable without notice due to maintenance or system failure. No liability is accepted, or compensation offered should the Microsoft Licensing Services be unavailable.
- The Company will pass to the Customer the benefit of any warranties it receives from Microsoft.
3. Customer Obligations
- The provisions in this paragraph 3 are in addition to the obligations as set out within clause 5 of the Terms.
- The Customer undertakes that it shall at all times comply with and procure that its authorised users comply with the Online Services Terms, the Product Terms, and the Use Rights.
4. Data protection
- This paragraph 5 is to be read in addition to the provisions of clause 8 of the Terms.
- The Customer consents to the processing of Personal Data by Microsoft and its Affiliates, and their respective agents and subcontractors.
- To the extent permitted by applicable law, Personal Data collected by Microsoft during these Terms and this Annex may be transferred, stored and processed in the United States or any other country in which Microsoft or its Affiliates, or their respective agents and subcontractors, maintain facilities. Microsoft will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland.
5. Intellectual Property Rights
- This paragraph 5 is to be read in addition to the provisions of clause 7 of the Terms.
- The Company acknowledges and agrees that all Intellectual Property Rights in the Products, the Software and Online Services vest in and shall be and remain the exclusive property of Microsoft, and the Company shall acquire no right, title or interest in or to the same.
- The Customer understands that rights to access or use a Product on a device do not give the Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices.
- The Customer must not:
- reverse engineer, decompile, or disassemble any Product, or attempt to do so;
- install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms;
- work around any technical limitations in a Product or restrictions in Product documentation;
- separate and run parts of a Product on more than one device;
- upgrade or downgrade parts of a Product at different times;
- transfer parts of a Product separately; or
- distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer hosting services to a third party.
6. Charges and payment
- The Customer shall pay the Setup Cost and the ongoing fees of using the Microsoft Licensing Services, as specified in the Order, within 14 days of falling due.
- The Company shall be entitled to increase the ongoing fees of using the Microsoft Licensing Services on serving prior written notice on the Customer, where fees payable by the Company to Microsoft also increase.
- Payment of invoices will be made in full by Direct Debit, if no Direct Debit Mandate is signed then a £75.00 per month service charge will be applied.
7. Term and termination
- This Contract shall commence on the date hereof and will continue for the Minimum Period, being 12 months from the date hereof.
- At the end of each 12 month period from commencement of the Minimum Period, the Contract shall automatically renew for a further 12 Months.
- Pursuant to clause 13.1 of the Terms, on expiry of the Minimum Period, the Customer may terminate this Contract at any point on serving 3 months’ written notice on the Company.
8. Limitation of liability
- Pursuant to clause 12.1 of the Terms, the Company’s total aggregate liability under the Contract shall not exceed the Charges paid for the Microsoft Licensing Services under the Contract in the 12 months giving rise to a claim.