Terms and Conditions for Microsoft Software and Services Purchased through EngageRM CSP Portal
Welcome to EngageRM’s Cloud Solution Provider (CSP) Portal. These Terms and Conditions (“Agreement”) entered into between you “Customer” and EngageRM Pty Ltd govern the purchase of Cloud Services through our portal under the Microsoft New Commerce Experience (NCE) licensing model. By making a purchase, you agree to be bound by these terms and these terms are effective upon the placement of an order for Cloud Services via the CSP Portal. In proceeding with such an order, you agree that you have had reasonable opportunity to review, negotiate and obtain independent advice regarding the order.
If you do not agree to these terms, you may not use our services or purchase licenses.
1. Definitions
(a) Customer: The individual or legal entity purchasing services through the CSP portal.
(b) Cloud Services: Third-party services and any software offered for sale through the CSP portal.
(c) CSP: Cloud Solution Provider, as defined by Microsoft.
(d) Fees: the amount due for use of the Cloud Services / Licences purchased by the Customer under the order.
(e) Microsoft NCE Licensing: The New Commerce Experience licensing model implemented by Microsoft for cloud services and subscriptions.
(f) Subscription: A commitment to Microsoft services purchased through the CSP portal.
(g) Billing Period: The period for which fees are charged, either monthly or annually.
(Ref: https://learn.microsoft.com/en-au/partner-center/customers/new-commerce-license-based)
These terms and conditions, where applicable, operate in conjunction with the EngageRM global terms and conditions (https://engagerm.com/terms-conditions-global/)
2. Scope of Services
EngageRM solicits or provides Microsoft cloud-based services under the NCE licensing model. Our role is to manage your subscription on behalf of Microsoft. These terms apply to all subscriptions, licenses, and associated services purchased through the portal. Unless EngageRM Services are specifically being purchased by the Customer either individually or bundled with a Cloud Service as set forth in the Customer’s order, EngageRM is not responsible for any third party services related to the implementation or configuration of Licences or Cloud Services.
Your use of the services is also subject to Microsoft’s End User License Agreement (EULA), which is incorporated herein by reference. The following usage notices and limitations also apply, and the Customer assumes all risks, costs and expenses in connection the use of the Licences and Cloud Services.
https://www.microsoft.com/licensing/docs
(a) Territory: Customer is purchasing Licences or Cloud Services for use within the allowable Territories, which at the time of publish, Australia, United Kingdom and United States of America.
3. Authority to Act
By using this portal to make purchases:
– The individual completing the purchase represents and warrants that they are authorised to act on behalf of the Customer and have the necessary capacity to bind the Customer to these terms.
– The individual indemnifies EngageRM against all claims, damages, or costs arising from disputes related to their authority to act or any unauthorized purchases made through the portal.
4. Customer Obligations
– Ensure all information provided during the purchase is accurate and complete.
– Comply with all applicable laws, regulations, and Microsoft’s usage terms.
– Use the services only for lawful purposes and refrain from activities that violate Microsoft’s EULA or intellectual property rights.
5. Licensing Terms
(a) Commitment Period: Subscriptions may be committed for one month, one year, or multiple years as per the selected plan. During the commitment period, license reductions are not permitted.
(b) Renewals: Subscriptions automatically renew for minimum 30 days unless canceled before the renewal date.
6. Pricing and Payment
– Pricing is determined at the time of purchase and is subject to change based on Microsoft’s pricing policies.
– Payment is due based on the selected billing frequency (monthly or annually).
– Payment must be made in full within 7 days of order being placed following receipt of invoice.
– Late payments may result in suspension or termination of services. Any applicable late fees will be communicated.
– EngageRM reserves the right to apply additional transaction or service fees on top of the cost of any software purchased through the CSP portal. These fees cover administrative, processing, or additional services provided by EngageRM.
7. Cancellations, Refunds, and Pro-Rata Charges
(a) Cancellation Window: Subscriptions under the NCE model may be canceled within a limited cancellation window (e.g., 7 days of purchase for annual plans).
(b) Pro-Rata Charges: If a subscription is canceled during the allowable cancellation window, the Customer will be charged on a pro-rata basis for the duration of the service used.
(c) Non-Refundable Periods: Beyond the cancellation window, charges for the full commitment period will apply, and no refunds will be issued.
8. Indemnity for Microsoft Purchases
The Customer agrees to indemnify and hold harmless EngageRM, its affiliates, and employees from and against any and all claims, damages, liabilities, costs, or expenses (including legal fees) arising from:
(a) Any purchase made through the CSP portal for Microsoft NCE services.
(b) Any disputes or liabilities related to unauthorized or improper use of the CSP portal by the Customer or its representatives.
9. Changes to Services
We reserve the right to:
– Modify pricing or subscription terms with reasonable notice.
– Discontinue or change services based on Microsoft’s updates or other factors.
Customers will be notified of changes in advance, where feasible.
10. Data Privacy
– We adhere to relevant data protection regulations
(https://engagerm.com/privacy-policy/)
– Microsoft also handles your data under its privacy policies (https://privacy.microsoft.com).
11. Intellectual Property
All intellectual property rights associated with Microsoft services remain with Microsoft. Your purchase grants a license to use these services per Microsoft’s terms and conditions.
12. Termination
(a) By Customer: You may terminate subscriptions within allowable cancellation windows as specified in this Agreement. Any termination outside the cancellation window will not result in a refund, and the Customer remains liable for the full commitment period charges.
(b) By EngageRM: We reserve the right to terminate subscriptions for non-payment, breach of terms, or misuse of the services. Termination will result in the suspension of access to services, and no refunds will be issued for unused periods.
(c) Recovery of Funds: All costs associated with recovering unpaid amounts or outstanding funds, including but not limited to legal fees, collection agency fees, and administrative costs, will be borne by the Customer.
(https://learn.microsoft.com/en-au/partner-center/customers/new-commerce-cancellation-policy)
13. Governing Law and Jurisdiction
This Agreement is governed by the laws of Australia. Any disputes will be resolved in the courts of the State of Victoria.
14. Amendments
We may update these terms periodically. Customers will be notified of significant changes, and continued use of the services constitutes acceptance of the updated terms.
15. Acceptance of Terms
By purchasing a subscription or service through our CSP portal, you acknowledge and agree to these Terms and Conditions.
Contact Information
For questions regarding these Terms and Conditions, please contact EngageRM.
For invoice or billing related enquiries: accounts@engagerm.com
For portal or licencing related enquiries: csplicensing@engagerm.com
