DWE Services Contract

Digital Workplace Essentials Services Contract

1. Service 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 Services Catalog

The Service is comprised of a set of core Services with an optional add-on Service. Customer shall select the Services to be delivered by SoftwareOne under this Services Contract by choosing from the options available on the SoftwareOne Marketplace site page for the order of the Services.

The scope of the Services selected is described in SoftwareOne’s Digital Workplace Essentials Service Catalog, a copy of which is available at: Service Catalog. Please note that the ability for Customer to bring its own Microsoft Licenses (“BYOL”) and the optional add-on Service are not available if Customer is ordering the Services through the SoftwareOne Marketplace and are therefore out of scope.

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

3. Term

The term of this Services Contract shall commence on the Effective Date and shall remain in effect until the longest term of the Microsoft Licenses resold by SoftwareOne (as Cloud Solution Provider (“CSP”)) hereunder expires or is terminated (“Term”).

The Effective Date shall be the date that the order for the Services is set to “completed” on the SoftwareOne Marketplace (“Completed”).

Notwithstanding any other provision of this Services Contract, the Services Catalog or the Agreement, Customer may not terminate this Services Contract (or any part thereof) for convenience during the Term.

Customer acknowledges that the expiry or termination of this Services Contract (or any part thereof) may not cause Microsoft Licenses resold hereunder to terminate. Any such licenses will expire or terminate in accordance with their license terms.

4. Data Processing Agreement

This Service Contract incorporates the SoftwareOne Framework Data Processing Agreement (“DPA”) available here, and the Data Processing Addendum(s) available here (Digital Workplace Essentials) and here (Client Portal), 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.

For the avoidance of doubt Customer’s Microsoft Customer Agreement (or, if not the Microsoft Customer Agreement, the relevant data processing agreement in place between Microsoft and Customer) shall apply to Microsoft’s processing of Customer’s personal data in respect of such Microsoft software and services.

5. Prices, Billing and Payment Terms

Prices for the Services and any Microsoft Licenses resold by SoftwareOne as CSP shall be as set out on SoftwareOne’s Marketplace site page for the order of the Services.

SoftwareOne reserves the right to cancel orders as a result of pricing or other errors.

Prices shown on the SoftwareOne Marketplace are estimates only and are subject to change (including as a result of the fluctuation of currency values). Changes in the quantity of any order may effect price.

Notwithstanding any other provision of this Services Contract, the Services Catalog or the Agreement, SoftwareOne shall be entitled to terminate this Services Contract immediately on notice where the total of Customer’s subscribed Microsoft Licenses drops to a $0.00 monthly consumption.

For the avoidance of doubt, all payment obligations for any Microsoft Licenses resold hereunder will survive any termination or expiration of this Services Contract (or any part thereof) and Customer shall be invoiced and shall pay for all Microsoft License fees for the remainder of the term of such licenses.

SoftwareOne shall issue invoices for the fees 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 the prices and/or fees for the Services and/or any Microsoft Licenses resold at any time on notice during the Term.