Microsoft (CSP) Reseller
Terms and Conditions
These Microsoft CSP Reseller Terms and Conditions (“Terms”) shall govern the relationship between AppXite as Microsoft Indirect Provider and Reseller as Microsoft Indirect Reseller in accordance with the Microsoft Cloud Solution Provider Program and are effective on the day Reseller appoints AppXite as its Indirect Provider in the Microsoft Partner Centre.
These Terms must be read in conjunction with the Reseller Agreement (“Agreement”) made between AppXite and Reseller. Agreement provides the general terms and conditions applicable to the re-sale of Products, including cloud products, whereas these Terms must be construed as Microsoft specific terms pertaining to the CSP Products.
1. DEFINITIONS AND INTERPRETATIONS
- “CSP Products” means Microsoft cloud products, including but not limited to, Microsoft Azure, Microsoft Office 365, Microsoft Dynamics 365, Microsoft Dynamics Navision;
- “CSP Program” means Microsoft Cloud Solution program designed to govern the sales and support of CSP Products and encompass the relevant cloud agreements, guides and schedules, as amended by Microsoft from time to time;
- “MCA” means the Microsoft Cloud Agreement that governs the provision, maintenance and support of CSP Products. MCA is made between Microsoft and Customer according to the CSP Program;
- “Customer” means individual or entity which has assented to the MCA and is thereby authorized to use CSP Products for its internal business purposes;
- “Documentation” means Microsoft Online Services Terms and all documents, policies, procedures, programs, requirements, and/or information related to the CSP Products. Microsoft may update or modify the Documentation, from time to time, by promptly informing AppXite and/or Reseller pursuant to the CSP Program;
- “Effective date” means the date on which the Agreement shall be deemed effective when (i) signed by duly authorized representatives of both Parties; or (ii) Parties sign an order form that includes this Agreement by reference;
- “Pricelist” means the set of prices for the CSP Product(s) provided by AppXite to Reseller by sending the pricelist or otherwise making prices available on the Platform;
- “Platform” means the cloud commerce platform owned by AppXite and provided to the Reseller as a white label platform. Platform is designed for sales, subscription and recurring billing management and enables Reseller to market Products to various re-sellers and/or customers via Platform;
- “Microsoft” means Microsoft Corporation and its affiliates and subsidiaries;
- “Territory” means European Union and European Free Trade Association member states.
2. APPOINTMENT AND LICENSE GRANT
- Restrictions. Reseller must not and shall not authorize any third party to (i) make the CSP Products available to any person other than Customer, (ii) modify or create derivative works based upon the CSP Products, except to the extent that enforcement of the foregoing restriction is prohibited by applicable law, (iii) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the CSP Products, (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide CSP Products, except and only to the extent such activity is expressly permitted by Applicable Law, or (v) access CSP Products in order to build a similar product or competitive product.
3. SALES ORGANIZATION AND COMPETENCY
- MCA Attestation. Reseller must assist AppXite in managing MCA customer acceptance confirmation pursuant to the Microsoft requirements. Microsoft requires its indirect providers to provide the details of customer’s acceptance of MCA, which includes the following customer data: (i) date of MCA acceptance; (ii) first and last name; (iii) email address; (iv) phone number (optional). Platform has incorporated Microsoft Partner Centre API to enable AppXite to gather this information directly from Customer and subsequently verify customer’s acceptance of MCA prior to making a purchase. Notwithstanding the foregoing, should AppXite fail in gathering the complete and accurate information for MCA attestation, Reseller must, in a timely fashion, upon AppXite’s request, supply such information to AppXite. Should a Customer or Reseller provide false or inaccurate information, Microsoft and/or AppXite is entitled to suspend Resellers ability to make new purchases or changes to the existing subscriptions (e.g. change number of seats).
- Microsoft Cloud Agreement. Reseller must make sure that the Customer accepts MCA in a manner that creates a legally enforceable contract between Microsoft and the Customer, before providing CSP Products the respective Customer. If Microsoft updates the MCA, then Customer must accept the new MCA at or before renewal of their Product subscription. If Customer does not accept the terms of the MCA, Reseller shall be liable to AppXite for any costs and damages incurred by AppXite as a result of such failure.
- Eligibility. For the term of these Terms, Reseller shall have an active Microsoft Partner Network (MPN) membership ID and shall qualify as Microsoft CSP indirect reseller to be eligible to resell CSP Products under the CSP Program. At all times, Reseller must comply with Microsoft terms associated with the re-sale of CSP Products.
- Appointment. Subject to the terms and conditions of this Agreement, AppXite hereby appoints Reseller, for the Term, as its indirect reseller in accordance with the CSP Program and grants to the Reseller, a non-exclusive, non-transferable, revocable license to resell the CSP Products to Customers within the Territory.
- Reseller shall maintain the sales organization required to effectively support the sale and deployment of the Cloud Products.
- Reseller must implement the systems, processes and tools required to drive sales and customer satisfaction, while maintaining a system to measure and monitor the performance of such efforts including customer acquisition, user activation and deployment, and Customer renewals. In the event that monitored results (customer acquisition, activation, customer satisfaction, etc) are not being met, Reseller must undertake to improve results.
- Reseller must take its best efforts to maintain MPN Competency for Cloud Customer Relationship Management if it resells Microsoft Dynamics Online Services. Information about the Cloud Customer Relationship Management competency can be found at: https://mspartner.microsoft.com/en/us/pages/membership/cloud-customerrelationship-management competency.aspx.
- CSP Product Prices. AppXite shall charge Reseller for the recurring fees (“Fees”) in accordance with the Pricelist associated with the respective CSP Products provided by AppXite during the preceding month. Fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof.