Azure Services Contract

Cloud Managed Services for Azure Services Contract

1. Services Contract

Please read these specific terms (“Specific Terms”, “Services Contract” or “Contract”) carefully. The terms of this Services Contract (as may be updated from time to time) govern Your purchase of the Services from SoftwareOne and Your access and use of them.

By clicking “Place Order” on placing an order for the Services on the SoftwareOne Marketplace or by accessing and/or using the Services, You are agreeing to be bound by the terms of this Services Contract and, You represent to SoftwareOne that You are an active business, that You are lawfully able to enter into this Services Contract, and if You are entering into this Services Contract on behalf of a firm or entity, such as the company or organization You work for, You are representing to SoftwareOne that You have the legal authority to bind that firm or entity.

This Services Contract is made between You individually if You are agreeing to it in Your own capacity as an active business, or if You are authorized to enter into this Services Contract on behalf of a firm or entity, between the firm or entity for whose benefit You act (in either case, “Customer”, “Client”, “You” or “Your”) and the relevant SoftwareOne contracting party designated as the “Seller” on the SoftwareOne Marketplace page (“SoftwareOne”, “We”, or “Us”). Each a “Party” and together the “Parties”.

This Services Contract is entered into under and is governed by SoftwareOne’s standard terms and conditions, a copy of which are available at www.softwareone.com (“Standard Terms”), as may be updated from time to time. The services addendum to the Standard Terms, a copy of which is available at www.softwareone.com (“Services Addendum”), as may be updated from time to time, shall also apply to this Services Contract.

For the purposes of this Services Contract, “Agreement” means the Services Addendum and the Standard Terms. The terms of the Agreement are incorporated into and apply to this Services Contract. In the event of any conflict or inconsistency between the terms of this Contract and the Standard Terms, the terms of this Contract shall take precedence.

2. Services and Service Catalog

The scope of the Services is described in SoftwareOne’s Cloud Managed Services Service Catalog, a copy of which is available at: Service Catalog.

The terms set out in the Service Catalog are incorporated into and apply to this Services Contract.

Please note that Services in connection with Non-CSP Cloud Accounts and/or the transfer of Non-CSP Cloud Accounts to SoftwareOne CSP (with platform billing transferred to SoftwareOne) are not available if Customer is ordering the Services through the SoftwareOne Marketplace and are therefore out of the scope of this Services Contract.

“Non CSP Cloud Accounts” mean Customer Cloud Accounts with Cloud Platform billing retained by the Customer, another Microsoft partner, SoftwareOne and/or a SoftwareOne Affiliate under a separate agreement (“Non-CSP Cloud Accounts").

“SoftwareOne CSP Cloud Accounts” mean Cloud Accounts purchased from SoftwareOne under this Services Contract (as Cloud Solution Provider, "CSP"). For SoftwareOne CSP Cloud Accounts, the Service consists of the resale of the Cloud Accounts bundled together with the managed Services set out in the Service Catalog (depending on the Service Tier).

3. Term

The Initial Term of this Services Contract shall be twelve (12) months from the Effective Date. The “Effective Date” shall be the date that the order for the Services is set to “completed” on the SoftwareOne Marketplace (“Completed”). After the Initial Term, this Services Contract shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”) unless either party gives thirty (30) days’ written notice of termination to the other party prior to the expiration of the then current term (the Initial Term and Renewal Terms together are the “Term”).

Either party may terminate this Services Contract at any time during the Term by providing thirty (30) days prior written notice to the other party.

4. Data Processing Agreement

This Services Contract incorporates the SoftwareOne Framework Data Processing Agreement (“DPA”) available here, and the Data Processing Addendum(s) available here (Cloud Managed Services for Azure), here (Client Portal) and here (CMP), when applicable data protection law requires a DPA to the use of SoftwareOne’s Services. The DPA and Data Processing Addendum(s) replace and supersede any previously agreed data processing agreement and addendum(s) between Customer and SoftwareOne relating to this particular Service.

5. Scope

SoftwareOne’s Cloud Managed Services for Azure is a multi-tiered Service consisting of an Essentials Tier and an Advanced Tier.

Customer subscribes at the Azure subscription (“Cloud Account”) level and can assign different Cloud Accounts to the different Service Tiers.

The Cloud Accounts in scope of the Services delivered through this Services Contract and the Service Tier applicable to each will be agreed in writing in the Operations Definition during onboarding.

Following onboarding Customer may:

• add Cloud Account(s) to the onboarded Service Tier(s);

• upgrade, or downgrade a Cloud Account between the active Essentials Tier and Advanced Tier; and/or

• subject to Section 4.2 (Offboarding) of the Service Catalog, downgrade Cloud Account(s) from the onboarded Service Tier(s),

by raising a Service Request and providing SoftwareOne with thirty (30) days’ prior written notice.

6. Charges

The Charges for each element of SoftwareOne’s Cloud Managed Services for Azure are calculated in accordance with this Section 6 (Charges).

6.1 Essentials Tier Charges

SoftwareOne CSP Cloud Accounts – Managed Services Charges and Cloud Platform Usage Charges

Charges for cumulative Cloud Platform usage per month for the SoftwareOne CSP Cloud Accounts allocated to the Essentials Tier are based on Microsoft Retail Pricing set out below. The managed Services charges for SoftwareOne CSP Cloud Accounts allocated to the Essentials Tier are included in the monthly Cloud Platform usage charges.

Monthly Charges
Cloud Platform Monthly Usage Charges are based on Microsoft Retail Pricing set out here: Microsoft Retail Pricing

Cloud Platform usage figures may vary on a monthly basis and accordingly the Cloud Platform monthly usage charges.

6.2 Advanced Tier Charges

All Cloud Accounts allocated to the Advanced Tier will be charged all monthly Essentials Tier charges as set out in Section 6.1 above, together with, and subject to the minimum charge (“Minimum Advanced Charge”) set out below, an additional managed Services charge based on the cumulative Cloud Platform usage per month for all Cloud Accounts allocated to the Advanced Tier, the managed Service Charge Percentage and, where the Backup Software being used is Commvault Metallic, the Advanced Backup Service Charge Percentage.

The managed Service charge percentage is based on an estimated cumulative Cloud Platform usage per month for all the Cloud Accounts allocated to the Advanced Tier (“Estimated Usage”).

The Minimum Advanced Charge will become payable where the monthly managed Service charge does not exceed the Minimum Advanced Charge.

As such, charges may vary on a monthly basis depending on Cloud Platform usage.

Therefore, subject to the Minimum Advanced Charge, Advanced Tier Charges are calculated as follows:

Advanced Tier Charge = [All Essentials Tier charges set out in Section 6.1 in the specific month for all Cloud Accounts in Advanced Tier] + [(cumulative Cloud Platform usage in the specific month for all Cloud Accounts allocated to the Advanced Tier) x (managed Service charge percentage + Advanced Backup Service Charge Percentage (if applicable))].

For the avoidance of doubt, where the Advanced Tier Charge in the specific month for all Cloud Accounts allocated to the Advanced Tier is less than the Minimum Advanced Charge, the Advanced Tier Charge = [All Essentials Tier charges set out in Section 6.1 in the specific month for all Cloud Accounts in Advanced Tier] + Minimum Advanced Charge.

Monthly Charge	Service Tier Advanced
Estimated Usage	$10,000
Service Charge Percentage*	22%
Advanced Backup Service Charge Percentage	5%
Minimum Advanced Charge	$4,000

6.3 Onboarding Charges

Charges for onboarding to the Essentials Tier are included in the Service Tier charges. Charges for onboarding to the Advanced Tier are detailed in the table below.

Onboarding to the Advanced Tier is a one-time charge. Once onboarded Customer can add additional Cloud Accounts to the Advanced Tier at no additional cost.

Onboarding Charges
Onboarding Charge	$10,000

7. Billing and Taxes

SoftwareOne shall issue invoices for all charges monthly in arrears. Invoices shall be payable by Customer within thirty (30) days of the date of the invoice.

All fees and other charges are stated exclusive of all taxes and expenses which shall be payable by Customer in addition thereto.

If Customer is required by applicable law to deduct or withhold any taxes from any amount payable, the amount payable shall be increased so that after making all required deductions and withholdings, SoftwareOne receives an amount equal to the amount it would have received had no such deductions or withholdings been made.

SoftwareOne shall be entitled to vary its fees, expenses, Taxes or other charges (including any minimum charges, percentages or discounts applied) on an annual basis. In addition, where Microsoft, Commvault and/or Zoho modifies its fees, expenses, Taxes or other charges or its billing model related thereto, SoftwareOne shall also be entitled to modify the fees, expenses, Taxes or other charges and the related billing model set out herein.

As Customer’s Cloud Accounts are SoftwareOne CSP Cloud Accounts, Customer pricing for Cloud Platform usage and any managed Service fees related thereto are based on the actual Microsoft usage rate on the defined date and the pricing published by Microsoft. All conversions to billing currency are based on exchange rates defined by Microsoft.

8. References and Customer Satisfaction Surveys

Subject to prior written consent and Customer approving the content, Customer agrees that SoftwareOne may reference the engagement in marketing material, Web site, social and other media by using Customer's logo, case studies, and videos, as appropriate. Such information will be for public release, and not constitute Customer or SoftwareOne confidential information.

In addition, Customer agrees to facilitate the participation of its personnel in customer satisfaction surveys from time to time. In this regard, SoftwareOne may send personnel employed by Customer or acting on its behalf customer satisfaction surveys via email addresses which SoftwareOne have been provided with during the conclusion and performance of this Services Contract and/or the Agreement. Customer or the respective personnel may opt out of this at any time, e.g. by using the “Unsubscribe” option in the communication or by sending an email to [e-mail]. Please see SoftwareOne’s Privacy Statement here: https://www.softwareone.com/en/about/privacy-center/privacy-statement for further details and how Personal Data is being processed.