MJ Flood Technology Microsoft Cloud Services Terms and Conditions
MJ Flood Technology Microsoft Cloud Services Terms and Conditions
In consideration of MJ Flood Technology supplying to the Customer the Microsoft Cloud Services as stated in the Agreement (the “Microsoft Cloud Services”) the Customer agrees to purchase these services as stated at the agreed price for the period of the agreement. The Customer shall pay for the Microsoft Cloud Services within 30 days from the date of MJ Flood Technology’s invoice. Extended Services used during the month will be charged at the then current rate. Microsoft Cloud Service licensing charges are based on no more than the published Microsoft RRP prices for the services.
The Microsoft Cloud Services are provided by MJ Flood Technology as an authorised Gold Tier 1 CSP Partner of Microsoft. The services are governed by the terms of usage as defined by the Microsoft Customer Agreement.
The Microsoft Customer Agreement consists of the General Terms, the applicable Use Rights and SLAs, and any additional terms Microsoft presents when an order is placed. The Agreement takes effect when the Customer or MJ Flood Technology on behalf of the Customer accepts these General Terms. The Microsoft Customer Agreement is available at https://www.microsoft.com/licensing/docs/customeragreement
The Customer authorises MJ Flood Technology to accept the Microsoft Customer Agreement on behalf of the Customer. The Customer accepts MJ Flood Technology as their authorised Microsoft Partner.
The Customer authorises MJ Flood Technology to associate their Microsoft Partner ID (MPN ID) with the Customer Microsoft tenancy for the purposes of tenancy administration, Microsoft Partner Admin Link, Digital Partner of Record and other relevant Microsoft partner services.
If the Customer wishes to add subscriptions to Microsoft Cloud services, the cost will be pro-rated from the date of the change to the subscription and will be included in the next monthly bill. The pro-rata charge is calculated in the same way as the costs from Microsoft are pro-rata charged to MJ Flood Technology. The price for the subscriptions is based on the agreed price for service offering as specified in the Agreement. For the avoidance of doubt it is not possible to reduce committed numbers during the initial term or subsequent term. Reductions may only be dealt with annually. Addition or upgrade of new license types will be costed at the point of activation.
If the Customer wishes to add an additional Microsoft Cloud offering to the Agreement, the cost for the Microsoft Cloud License offering will be no more than the published Microsoft RRP price for the offering unless otherwise agreed in writing by MJ Flood Technology. The cost will be pro-rated from the date of the activation and will be included in the next monthly bill. The pro-rata charge is calculated in the same way as the costs from Microsoft are pro-rata charged to MJ Flood Technology.
MJ Flood Technology will as appropriate create (new Microsoft Cloud customer) or migrate (existing Microsoft Cloud customer) the Customer’s Microsoft Cloud tenancy to the MJ Flood Technology Microsoft partner account on receipt of the signed Agreement. Costs for the agreed Microsoft Cloud Services will commence from the date the tenancy is added to the MJ Flood Technology Microsoft partner account. The Microsoft Cloud Services will be provided during normal working hours (normal working hours being 8.00 to 18.00 Monday to Friday, excluding public holidays) as soon as may be reasonably possible subject to unavoidable delays. Any extended services requested and approved will be charged at the MJ Flood Technology rates for extended services as specified in the Agreement. Without prejudice to any other remedies available to it MJ Flood Technology reserves the right to suspend its services if the Customer shall default for more than 30 days in payment of MJ Flood Technology’s invoice(s) in accordance with clause (1).
The duration of the Agreement is from the start date until the end date of the agreement and will continue thereafter from year to year, subject to termination at the end of such period or any subsequent year by either party giving the other at least 90 days’ notice in writing.
If the Customer’s Microsoft Cloud Service requirements change MJ Flood Technology will change the Microsoft Cloud service offerings by adjusting the number of subscribers of the offering or as required changing to a different Microsoft Cloud offering on receipt of written agreement from the Customer. Any adjustments to the Microsoft Cloud Services will be pro-rata charged from the date of the change to the subscription and will be included in the next monthly bill. The pro-rata charge is calculated in line with the calculation of costs from Microsoft are pro-rata charged to MJ Flood Technology. The price for the Microsoft Cloud offering is either the price as specified in Agreement or no more than the published Microsoft RRP if it is a new SKU offering not listed in the Agreement.
MJ Flood Technology reserves the right to increase the price for the Microsoft Cloud Services in line with increases in either the Microsoft RRP price for the service or increases in MJ Flood Technology’s labour, material and other costs for items not provided by Microsoft.
This Agreement constitutes the entire agreement between the Customer and MJ Flood Technology and no representation, term or statement not contained in this Agreement will be binding on MJ Flood Technology unless the same is given in writing and signed by a director of MJ Flood Technology.
The Customer will not assign the Agreement without prior written approval from MJ Flood Technology and only in accordance with the rights for assignment as specified by Microsoft.
The Customer will use the Microsoft Cloud Services provided by MJ Flood Technology in accordance with the terms and conditions set out here and also in accordance with the terms and conditions as specified by Microsoft.
If the Customer defaults on its obligation to pay any sums invoiced in accordance with clause (1) M J Flood Technology may charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Bank of Ireland, accruing on a daily basis and being compounded monthly until payment is made, whether before or after any judgment and the Supplier may claim interest and the Customer shall pay the interest immediately on demand; suspend all Services until payment has been made in full.
If the Customer (a) shall make default of any sums payable hereunder or (b) commits any breach of any term or condition of this Agreement whether express or implied or (c) being a limited company calls any meeting of creditors, has a Receiver appointed or enters into liquidation ( other than a voluntary liquidation for the purposes of reconstruction) or (d) not being a limited company has committed an act of bankruptcy or enters into or arranges a composition with his creditors, then and in any such event MJ Flood Technology will be entitled to suspend all services immediately and this Agreement will be automatically terminated. Termination of this Agreement will not discharge any pre-existing liability of the Customer to MJ Flood Technology and on such termination MJ Flood Technology will be entitled to recover from the Customer such common law damages as MJ Flood Technology has suffered by reason of such termination and the Customer will immediately become liable to pay to MJ Flood Technology an amount equal to the agreed monthly service cost multiplied by the number of months remaining under the term of the agreement as set out in clause 8. For the avoidance of doubt, any obligation of the Customer to make payments shall survive the termination of the agreement in accordance with this clause.
All rights and title to the Microsoft Cloud Services delivered to the Customer will be reserved to MJ Flood Technology until the time of receipt by MJ Flood Technology of (a) all sums payable in respect thereof and (b) any other sums due from the Customer at the date of start of the agreement on any other account and until such payments have been received in full. MJ Flood Technology may suspend any Microsoft Cloud services for the Customer and for this purpose the Customer grants an irrevocable right and licence to MJ Flood Technology’s servants and agents to suspend any Microsoft Cloud Services during normal service hours (as defined in clause (7)). This right will continue notwithstanding the termination of this Agreement through the happening of any of the events specified in clauses (8) and (16) and without prejudice to any accrued rights of MJ Flood Technology.
Where more than one Microsoft Cloud Services offering is provisioned for the Customer this Agreement will be construed severally and distinctly in respect of each such Microsoft Cloud Services offering and any failure in respect of any one Microsoft Cloud Services offering shall not prejudice or affect the rights and liabilities of the parties in respect of each other Microsoft Cloud Service offering provisioned.
The Customer shall indemnify MJ Flood Technology against any and all claims costs and expenses whatsoever and in any manner arising from the Customer’s use of the Microsoft Cloud Services and against all loss, damage or expense whatsoever arising from any action, suit or proceeding or otherwise on account of the usage of the Microsoft Cloud Services during the continuance of this Agreement.
The Customer shall not rely on any representation as to quality of the Microsoft Cloud Services or as to its/their fitness for any particular purpose unless the same shall have been made by MJ Flood Technology in writing.
The terms implied by section 39 of the Sale of Goods and Supply of Services Act 1980 are hereby expressly excluded.
It is expressly understood that the ownership of the Microsoft Cloud Services remains with Microsoft and does not pass to the Customer by virtue of this Agreement and that the Customer has not and never shall have any right or equity to purchase the Microsoft Cloud Services or otherwise to acquire the property rights therein.
No neglect, delay or indulgence on the part of MJ Flood Technology in enforcing the terms and conditions of this Agreement shall prejudice the strict rights of MJ Flood Technology hereunder or be construed as a waiver thereof.
MJ Flood Technology will only be liable in respect of direct loss suffered by the Customer as a result of the failure of MJ Flood Technology to comply with its obligations under this agreement and will not be liable for consequential loss of any kind howsoever arising. MJ Flood Technology’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for the Microsoft Cloud Services.
This Agreement shall in all respects be interpreted in accordance with the laws of the Republic of Ireland.
(i) Where there are two or more Customers, each shall be severally as well as jointly liable to MJ Flood Technology for the due performance and observance of the terms and conditions of this Agreement and any Notice given to any one of such joint Customers shall be good Notice to all such Customers. (ii) Any Notice to be given by either party to the other may be sent by ordinary pre-paid post to the registered office or other last known address of the party to be served therewith and if so sent shall be deemed to have been received by the addressee 24-hours after the posting of same.
MJ Flood Technology’s Data Protection Policy outlines the procedures and policies in operation related to Data Protection. The latest version of the policy is available for review at www.mjf.ie/dataprotection. The policy covers what data MJ Flood Technology process as a data controller and as a data processor. It explains what personal data is held, why it is processed, how long it is held for and who the data is shared with. Further information related to MJ Flood Technology’s commitment and approach to data protection can be requested by contacting the Data Protection Office at firstname.lastname@example.org.