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Terms and Conditions

General Terms and Conditions

These General Terms apply to all Goods and Services provided by Umbrellar Technology Group Limited (as defined below) (Umbrellar) to any person (each a Customer). 


This version is effective from 01.03.202419


Services - General
  1. Agreement: All Goods and Services will be supplied by Umbrellar upon the specific terms applicable to those Goods or Services (specific Service Descriptions) and these General Terms (together the Agreement).

  2. Conflict: If there is any conflict between these General Terms and the specific Service Description, the specific Service Description will prevail.

  3. Service confirmation: Umbrellar will give the Customer a Statement of work, order, a set up email or other written confirmation detailing the Services to be supplied and the commencement date. The Customer is deemed to have accepted, and be bound by, the Agreement from the commencement date and any services selfprovisionedself provisioned that attract a fee.

  4. Fixed term arrangements: If the Goods or Services are to be provided for a fixed term, then, upon the expiry of the term, Goods and Services will continue to be provided on a monthly basis at the fee applying during the fixed term. Clause 9.1 will apply in regard to termination.

  5. Commencement of Services: Umbrellar will use its reasonable endeavours to commence the Services on the commencement date, provided that Umbrellar will not be liable for any delay in doing so resulting from any act or omission of the Customer or any other person, including any failure by the Customer or any other person to supply information, inputs, hardware, software or other systems necessary to commence the Services.

  6. Variations: If the Customer wishes to change the Services, Umbrellar will provide a further written confirmation pursuant to clause 1.3, which will supersede any previous written confirmation.

  7. Service level: Where applicable, Umbrellar will use its reasonable endeavors to supply the Services to the applicable service level specified in the specific Service Description.


2 Charges
  1. Payment: The Customer will pay (in New Zealand currency) all applicable fees and charges (without deduction or set off) in the manner specified in the specific Service Description, or if no payment method is specified, then as follows:

    1. for Goods or Services to which an advanced monthly fee applies, the fee must be paid in advance before the first day of the month for which it applies. If Services commence intra month, the fees for that month will be added to the fees payable for the following calendar month; and

    2. for Goods or Services to which a one off fee applies, including fees payable for support and other services that are not included in any set charges, payment must be made inline with the NET period on the invoice unless Umbrellar requires otherwise.

  2. Credit card payments: Payments by credit card will may incur a surcharge.

  3. Cheque payments are not accepted.

  4. GST/taxes: The Customer will pay goods and services tax (GST) and all other applicable duties and taxes. Umbrellar will advise the Customer of the GST payable on its invoices.

  5. Variations: Where charges and fees are payable in advance ("Subscription Fees"), Umbrellar may change them, or any pricing structure, at any time upon written notice to the Customer, provided that such change will not take effect until one month after Umbrellar gives notice.  Charges and fees that are incurred on a usage or consumption basis ("Usage Fees") are subject to change by the relevant Service Provider at any time, and will be charged to the End Customer based on the Usage Fees applicable on the relevant date(s).   The Customer may terminate this Agreement under clause 9.1 if it objects to any change in the Subscription Fees or Usage Fees.

  6. Interest: Accounts in default are subject to a late payment charge of $25, and interest at a rate of 2% above Umbrellar's bank's commercial overdraft rate, from the date payment was due to the date Umbrellar receives payment in cleared funds.

  7. Withholding payment: The Customer shall not withhold or set off any amount payable to Umbrellar.

  8. Third party charges: Unless Umbrellar agrees otherwise in writing, the Customer must pay all fees and other charges of those third parties engaged by the Customer or Umbrellar in relation to the performance of the Services, including services relating to the installation of telephone lines, internet, software licesing or any equipment.

  9. Enforcement costs: The Customer is liable for all costs and expenses (including all legal costs and expenses incurred on a solicitor/client basis) incurred by Umbrellar in the enforcement of any of its rights under the Agreement.

  10. Deposit: Umbrellar may require the Customer to pay a security deposit of an amount specified by Umbrellar before providing any Goods or Services. Umbrellar may keep all or any of the deposit as compensation for any costs, losses or liability suffered or incurred by Umbrellar due to the acts or omissions of the Customer, or any of its employee

s, agents, contractors or any other person for whom the Customer is responsible. Umbrellar will return the balance once it is satisfied the Customer has complied with all its obligations under the Agreement.

  1. Refunds: If the Customer terminates this Agreement, it may claim a refund of any overpayment or of any pre-paid fees which are unused as at the date of termination.  Any claim for a refund must be received by Umbrellar within one (1) month from the date of termination of Services.  No refunds will be given for claims received outside of this period.  It is the Customer's responsibility to ensure that any direct credit instructions are terminated at the time its Services are terminated.  Refunds for overpayment (where this Agreement has not been terminated) will be paid as credit notes against future invoices. 


3 Acceptable Use Policy
  1. Compliance: The Customer must at all times:

    1. comply with the terms of this Agreement, including any specific Service

Description and third-party software terms incorporated within it;

  1. comply with all laws applicable to the use of the Goods and Services;

  2. ensure the Customer holds, maintains and complies with all software licenses relating to the use of the Goods and Services;

  3. refrain from transferring, storing or using offensive, unlawful or objectionable materials or images;

  4. refrain from engaging in spamming, attacking or any other form of malicious or unlawful conduct;

  5. refrain from engaging in any other conduct, which in Umbrellar's view, affects, or may affect, Umbrellar's ability to provide Goods or Services to the Customer or to any other person, or causes, or may cause, harm or loss to Umbrellar or any other person.

  1. Prohibited publications: Without limiting clause 3.1(a), the Customer must not publish, transmit, store or file the following content when using the Goods or Services (including pictures, links and texts):

    1. any material, which in Umbrellar's view, breaches or infringes, or may breach or infringe, Umbrellar or any other person's copyright, or trademark, patent, design or other rights;

    2. any material that is defamatory or unlawful;

    3. any material that is intended to cause harm to an individual or group of individuals;

    4. any material which, in Umbrellar's view, is or contains anything obscene, pornographic or offensive, including links to any such material;

    5. distribution lists to be used via unsolicited email or other mass electronic mailing; or

    6. IRC clients, bots, servers.

  2. Removal of content:  Umbrellar exercises no control whatsoever over the content of the information passing through Umbrellar's servers or transmitted or stored using the Services and does not monitor its customers' websites or use of Services.  Umbrellar may remove or suspend any content or information the Customer stores or publishes using the Services ("Content"), or suspend any Goods or Services supplied to the Customer, if Umbrellar:

    1. receives a complaint alleging that the Content is defamatory, infringing, threatening, harassing, obscene or breaches applicable laws (including the Harmful Digital Communications Act 2015); or

    2. is required to do so under applicable laws; or

    3. otherwise considers (acting reasonably) that the Content breaches this Agreement or applicable laws. 


Umbrellar will use reasonable endeavours to notify the Customer if it removes the Customer's Content pursuant to this Agreement, using the billing contact details provided by the Customer from time to time.  The Customer will have the right to respond to any complaint made to, or decision taken by, Umbrellar.  If Umbrellar has removed Content as a result of a third-party complaint, the Customer's right to respond creates no obligation on Umbrellar to reinstate the Content.  Umbrellar will not be liable to pay any refund of service charges if it takes any action under this clause 3.3, nor shall it be liable for any damages, costs, harm or loss suffered as a result of any actions taken hereunder. 

4 Account Management

  1. Account information: The Customer must maintain the confidentiality of the Customer's user name, login, password, and any other account information and/or identifier provided to the Customer in relation to the Services. 

  2. Use of account: 

    1. System accounts cannot be transferred or used by anyone other than the Customer. The Customer accepts complete responsibility for all use of its account and of the Customer's identifier(s), and Umbrellar is entitled to rely entirely upon use of any password or other identifier as evidence of the Customer's identity and authority.

    2. No more than one login session may be used at any time by the Customer or any system account. If the Customer has multiple accounts, the Customer is limited to one login session per system account at any time. User programs may be run only during login sessions.

  3. Deletion of Customer data:  The Customer agrees that Umbrellar may delete all data, files or other information that is stored in the Customer's account if the Customer's account with Umbrellar is terminated, for any reason, by either Umbrellar or the Customer.  It is the Customer's responsibility to back-up and maintain any data, files and other content or information stored in the Customer's account or using the Services. 


5 Information
  1. Ownership: The Customer shall at all times retain ownership of the Customer Information and Umbrellar shall at all times retain ownership of the Umbrellar Information, including for the avoidance of doubt, Umbrellar's Intellectual Property.

  2. Customer Representation:  The Customer represents and warrants that it has the necessary rights to the Customer Information and any data, software, programmes or services that it uses from time to time in connection with its access to or use of Goods or Services supplied by Umbrellar.

  3. Use: Customer and Umbrellar may only use each other's Confidential Information in relation to the use, provision and performance of the Goods and Services. Each party must use their best endeavours to keep the other party's Confidential Information secure and at all times confidential.


  1. Disclosure:

    1. No party shall disclose any of the other party's Confidential Information to any person, and must also ensure their employees, agents, and contractors do not disclose such information, except as required for the proper use and performance of the Goods and Services, and then on a confidential basis.

    2. The parties will immediately inform the other if they become aware or suspect there has or could be an unauthorised disclosure of Confidential Information, or they are required by law to disclose it.

  2. Expiry/termination: Upon the expiry or termination of the Agreement, the parties will either return or destroy each other's Confidential Information (at the option of the owner) and all copies of it, other than information to be retained for audit or regulatory purposes.

  3. Publication of information:

    1. The Customer is responsible for all information and material transmitted, distributed or accessed by them.

    2. Umbrellar does not check, monitor or vet any information transmitted, distributed or made available through the servers and networks provided or access as part of the Services. The Customer engages in these activities at its own risk.

  4. Joint promotion: the Customer permits Umbrellar to publicise the business relationship between it and Umbrellar for marketing and promotional purposes, excluding confidential and commercial terms relating to the particular Goods and Services provided to the Customer.

  5. IP addresses: Umbrellar retains control and ownership of all IP numbers and addresses that may be assigned to the Customer, and Umbrellar may at any time change or remove any IP numbers or addresses.

6 Liability
  1. Provision of Services: Umbrellar shall not be liable for any interruption or delay in the provision of any Goods or Services as a consequence of:

    1. any act or omission of the Customer or any third party, including any of the Customer's employees, contractors or agents, any internet service provider or any other utility provider (such as power and telephone companies); or

    2. any cause reasonably beyond Umbrellar's control (Force Majeure) including without limitation fire, earthquake, volcanic eruption, tornado, lightening, flood, storm, any other act god, burglary or vandalism.

  2. Limitation on liability:

    1. Umbrellar shall not be liable to the Customer, whether in contract, tort (including negligence) or otherwise, for loss of profits, business, revenue, goodwill, opportunity, loss of data or any other form of indirect or consequential loss or damage.

    2. To the maximum extent permitted by law, Umbrellar's total liability under the Agreement whether in contract, tort (including negligence) or otherwise, is limited to an amount equal to the total fees and charges paid or payable for the applicable Goods or Service giving rise to such liability, in the first 6-month period of the value of the specific SoW or Proposal.

  3. Implied warranties:

    1. The Customer acknowledges that where the Goods or Services are being provided for business purposes or in trade, the provisions of the Consumer Guarantees Act 1993 are expressly excluded.

    2. All terms, conditions, guarantees or warranties (including implied warranties as to merchantable quality and fitness for purpose), which may be implied into the Agreement are excluded to the maximum extent permitted by law. If legislation implies any such term, condition, guarantee or warranty into the Agreement, and such legislation does not permit the exclusion or modification of it, Umbrellar's liability for any breach is limited, to the maximum extent permitted by law, and at its option, to:

i. replacing the Goods or paying another person acceptable to

Umbrellar to provide similar Goods; or

ii. repairing the Goods; re-performing the Services; or

paying another person acceptable to Umbrellar to re-perform the Services.


7 Indemnity

1. The Customer indemnifies and holds Umbrellar harmless, to the fullest extent permitted by law, against all costs, expenses (including all legal costs and expenses on a solicitor/own client basis and Taxes), losses and other liability sustained or incurred by Umbrellar, and against any claims made or proceedings brought against Umbrellar as a result of:

  1. a breach of these General Terms, any specific Service Description or any software license by the Customer, or any of the Customer's employees, agents, contractors, customers, clients, or any other person for whom the

Customer is responsible;

  1. any security breach, attack or error caused or made by the Customer or its employees, agents, contractors, customers, clients, or any other person for whom the Customer is responsible;

  2. any other act or omission by the Customer, or by any of the Customer's employees, agents, contractors, customers or clients, or any other person for whom the Customer is responsible, including any breach or violation of any law; and

  3. any fault or failure of, or damage to, any of the Customer's property located at Umbrellar's premises.


The Customer shall pay to Umbrellar upon demand, the amount (including all legal costs and expenses on a solicitor/own client basis) which Umbrellar certifies as being required to compensate Umbrellar for the cost, loss, expense or liability it has incurred.

8 Suspension
  1. Suspension: Umbrellar may from time to time, without notice, suspend a Service, or disconnect or deny the Customer access to any Goods or Services:

    1. if the Customer fails to comply with any provision of the Agreement or any software licence, including any failure to pay any charge or other amount payable to Umbrellar within 10 Business Days after the due date for payment, until the breach or failure is remedied to Umbrellar's satisfaction. The Customer shall continue to pay all charges and other amounts payable for the Goods and Services during the period of suspension;

    2. if Umbrellar believes suspension is necessary to preserve or protect any person or property, including the information or property of another customer;

    3. or suspension is required by law; or

    4. in accordance with clause 3.3 of these General Terms.

  2. Notice: Umbrellar will endeavour to give the Customer at least two Business Days prior notice by email if it intends suspending the Goods or Services due to charges or other amount being overdue.


9 Termination
  1. Notice: Unless the Goods and Services are to be provided for a fixed term, the Agreement may be terminated by either the Customer or Umbrellar giving the other at least 30 days' prior written notice unless service are selfserved/decommissioned by the Customer.

  2. Termination for breach: Umbrellar may terminate the Agreement immediately upon written notice to the Customer if:

    1. the Customer fails to pay any amount owing to Umbrellar on the due date for payment;

    2. the Customer breaches any provision of the Agreement or any software license, and in Umbrellar's opinion such breach is not capable of remedy, or if in Umbrellar's opinion it is capable of remedy, the Customer fails to remedy the breach within seven Business Days after receiving written notice of the breach from Umbrellar;

    3. Umbrellar is instructed to do so by any law enforcement or government agency;

    4. the Customer ceases or threatens to cease to conduct its business, or disposes of, or threatens, or agrees to dispose of, all or a substantial part its assets;

    5. A receiver, administrator or similar official is appointed in respect of the

Customer or its assets;

  1. the Customer is unable to pay its debts as they fall due or is deemed to be so under any law;

  2. the Customer stops or suspends payment of any of its indebtedness or threatens to do so, or begins negotiations or takes proceedings to reschedule any of its indebtedness;

  3. Umbrellar is unable to provide the Services for a period exceeding one week due to a Force Majeure; or

  4. any other event occurs which, in Umbrellar's opinion, may have a material adverse effect on the Customer's ability or willingness to comply with the Agreement.

  1. Consequences of termination: Upon termination pursuant to this clause 9, the Customer will:

    1. immediately pay to Umbrellar all outstanding amounts, and all other amounts payable by the Customer under the Agreement, including interest and Umbrellar's enforcement costs and expenses (including legal costs and expenses on a solicitor/own client basis);

    2. where Goods or Services were to be supplied to the Customer for a specified period, the Customer will immediately pay to Umbrellar all amounts that would have been payable by the Customer up to the expiry of that period; and

    3. immediately return to Umbrellar, all of Umbrellar's equipment, property and all Umbrellar Information.

  2. Return of Customer property: If applicable, and if requested by the Customer, Umbrellar will return all the Customer's property, equipment and Customer Information in Umbrellar's possession or control to the Customer.

  3. Upon receipt of a termination request, Umbrellar will proceed to close the Customer’s Account unless there are any active VMs or other active Service options. If active VMs or other Service options are running within the Customer’s Account, and the Customer has the ability to delete VMs or Service options, Umbrellar will send the Customer a confirmation request with Account closing instructions. Umbrellar will not close the Customer’s Account until Umbrellar receives a confirmation from the Customer that all required closing activities are completed from the Customer. Upon receipt of such confirmation Umbrellar will proceed to close the Account. The Customer understands that charges continue to accrue for all active VMs and other active Service options until the Customer’s Account is closed. The Customer remains responsible to Umbrellar for all charges incurred through the effective date of termination and any applicable termination charges. 

10 Changes
10.1 Agreement and Services Changes

Umbrellar may from time to time add new Services or options, or in its reasonable discretion, change Agreement terms or change or withdraw existing Services or options, in whole or in part as set forth below. Notice will be provided in accordance with clause 9 (Termination), unless otherwise stated.

  1. Umbrellar may change the computing environment used to provide the Service at any time without notice, provided the change does not degrade the Service functionality or security features.

  2. For changes to existing Services or options described in the Service Descriptions, Umbrellar will notify the Customer of any new or changed Services and the effective date of such by providing notice directly to a Customer Representative using current information in the Customer’s Account.

  3. For any withdrawal of Services, or for any change in Agreement terms that affects existing Services, the change will be effective on the later of i) 90 days after the date of the notice; ii) the specified effective date; or iii) as may otherwise be specified.

  4. For withdrawal of the Service in its entirety, Umbrellar will provide the Customer with ninetyghty (90) days' notice.

10.2 Acceptance of Changes

The Customer acknowledges its agreement to any of the above changes by i) continuing to use or ordering Services after the effective date of the change, ii) allowing Services to renew after receipt of the change notice; or iii) by signing (in writing or electronically, where permitted) an applicable revised Agreement or other change authorisation mechanism Umbrellar may provide (such as on-line acceptance).

If the Customer does not accept a change, prior to the change effective date, the Customer is responsible for i) discontinuing use of affected Services prior to the effective date of the change or ii) providing Umbrellar with written notice of its intent not to renew at least thirty days prior to a renewal date.

If Customer does not discontinue use of affected Services prior to the effective date of the change or fails to provide such notice of the Customers intent not to renew, and there is a change in the recurring or usage charges, the new charges will apply from the effective date and the Customer agrees to pay such new charges.


11 General
  1. Variation: Umbrellar may change, amend or replace these General Terms at any time, provided that such changed, amended or new General Terms will not take effect until one month after Umbrellar gives the Customer written notice of it.

  2. Survival: Clauses 2.1, 2.5, 2.8, 5, 6, and 7 survive the termination or expiry of the Agreement.

  3. Notices: Each party will give any required notice to the other party at the physical or email address last known to the party giving notice. Each notice will be deemed to be effective if, delivered by hand, immediately, if delivered by post, 3 days after it was posted, and if sent by email, when successfully sent from the sender's email.

  4. Privacy/use of information: Notwithstanding clause 5, Umbrellar may collect and disclose personal and credit information about the Customer (including the Customer's account information and information about any Customer defaults) to debt collection agencies, credit reporting agencies, Umbrellar's lawyers and accountants, and to any person with which Umbrellar does business, for the following purposes:

    1. if Umbrellar is required to disclose such information to any government or law enforcement agency, or otherwise by law;

    2. obtaining a credit report or other information about the Customer to decide whether to provide Goods or Services to them, to manage the Customer's account with Umbrellar, and/or to recover any amounts payable by the Customer, including in relation to any enforcement or Court action or proceedings;

    3. to provide the Customer with offers or information of other goods or services Umbrellar, or any of those above persons may be able to provide to the Customer, or for other marketing purposes, unless the Customer tells Umbrellar not to in writing, and the Customer authorises those persons to provide such information to Umbrellar.

  5. The Customer acknowledges that information disclosed to credit reporting agencies may be disclosed by them to other third parties as part of their collection and credit reporting services to help those third parties to decide whether to provide goods, services or credit to the Customer or to recover money the Customer owes them.

  6. Assignment:

    1. The Customer must not assign any of its rights or obligations under the Agreement without the prior written consent of Umbrellar. Umbrellar may assign its rights and obligations under the Agreement without the Customer's consent.

    2. Any change in the effective control or management of the Customer or any parent company of the Customer, shall be deemed to be an assignment requiring the prior written consent of Umbrellar, which consent will not be unreasonably withheld.

  7. Waiver: No waiver or breach of, or failure to enforce, any provision of, the Agreement will in any way limit the right of Umbrellar to enforce and compel strict compliance with the provisions of such Agreement.

  8. Entire agreement: The Agreement constitutes the entire agreement between the parties as to its subject matter, and to the maximum extent permitted by law, supersedes all previous agreements and understandings on the subject matter.

  9. Governing law: The laws of New Zealand govern the Agreement.


12 Service Provider Agreements and Licenses

The Customer agrees and acknowledges that: 

  1. all Services are supplied by the applicable Service Provider(s) and that, as such, they are provided to the Customer subject to the terms and conditions of any terms of use or other agreement(s) between the Customer and the relevant Service Provider(s). The Customer shall at all times comply with the terms of any such agreement(s); and

  2. the Customer's right to use or access Services are limited in nature, in accordance with the terms of applicable EULAs, terms of use or other agreements prescribed by the relevant Service Provider(s), and that all title and intellectual property in the Services remain owned by the relevant Service Provider or their licensor(s).Nothing in this Agreement, or in the use of such Services by the Customers, is intended to transfer to the Customer any right or title to the Services or any intellectual property rights therein.

  3. Without limiting clause 11a and 11b, the Customer shall (if required) enter into a Microsoft Cloud Agreement with Microsoft prior to the processing by Umbrellar of any Orders relating to Microsoft Services pursuant to this Agreement, and furthermore warrants that it shall fully comply with the Microsoft Cloud Agreement at all times during the term of this Agreement. 


13 Data Privacy and Confidentiality  

The Customer agrees and acknowledges that Umbrellar may collect personal information relating to the Customer and End Customers for the sole purposes of performing its obligations under this Agreement and for monitoring and verifying compliance with any use restrictions applicable to the Services.  The Customer shall ensure that, in its agreements with End Customers, End Customers are notified of such use of personal information by third party suppliers such as Umbrellar and obtain those End Customers' consent to such use. Umbrellar will not make this information available to any third parties, or use the information for marketing or any other purposes.


The Customer further acknowledges that the Services may involve the use, hosting, storage or other processing ("processing") by Service Providers of personal information held by or relating to End Customers, and that such processing may take place in jurisdictions other than that in which the End Customer is established. The Customer shall ensure that the End Customer is aware of and agrees to such processing by the Service Provider in accordance with any Data Processing Agreement or similar terms notified to the Customer by the Service Provider from time to time.  

To the extent that Umbrellar has access to personal information relating to the Customer and its End Customers that is covered by the GDPR (EU) and New Zealand privacy laws, Umbrellar agrees that it shall:

  1. Only access or handle personal information supplied or made available by the Customer and/or End Customers for the purpose of selling the Services under this Agreement and related purposes (such as invoicing), and for no other purpose;

  2. If accessing or handling personal information supplied or made available by the Customer and/or End Customers, only act on the written instructions of the

Customer (unless required by law to act without such instructions);

  1. Ensure that any personnel processing the Customer’s and/or End Customers’ data are subject to a duty of confidence prohibiting any disclosure or use of the personal information (except for the purpose of providing the Services under this


  1. Take appropriate measures to ensure the security of processing of the

Customer’s and End Customers’ data;

  1. Not engage any third parties to provide any of the duties or services under this Agreement, and not sub-contract any aspect of this Agreement, provided that this shall not prevent or interfere with the provision of Services by third party Service


  1. Assist the Customer and its End Customers in providing subject access and allowing data subjects to exercise their rights under the GDPR (to the extent the Customer or End Customer can demonstrate that it is applicable) and other privacy laws;

  2. Assist the Customer and its End Customers in meeting their GDPR (to the extent the Customer or End Customer can demonstrate that it is applicable) and other privacy obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;

  3. Delete or return all personal data to the Customer at the end of the Agreement, except where Umbrellar needs to retain it for purposes connected with its rights and obligations under this Agreement (for example, enforcing payment of invoices); and

  4. To the extent the Customer or End Customer can demonstrate that the GDPR is applicable, submit to audits and inspections, and provide the Customer with all information necessary to demonstrate compliance with Article 28 of the GDPR.

13.1 Confidentiality

Umbrellar may, in the course of performing its obligations under this Agreement, have access to information and data supplied or made available by the Customer and End Customers, including confidential Customer and End Customer information, data and analysis, operations, employee information and records, information relating to the design and technology of Customer and End Customers systems, and other financial, technical and commercial information (together, referred to as “Confidential Information”).  Umbrellar shall at all times treat all Confidential Information as confidential and undertakes that it will not (and will ensure that its employees do not) disclose any Confidential Information to any person or entity whatsoever nor use any Confidential Information for any purpose other than for sole performance of this Agreement, without the prior written consent of the Customer. Umbrellar shall not, except as necessary for performance of this Agreement, copy or store any Confidential Information without the prior written consent of the Customer.  This clause shall survive termination of this Agreement and shall continue in perpetuity. Umbrellar shall not be required to comply with this clause 12.1 to the extent that the relevant Confidential Information is:

  1. independently developed by Umbrellar;

  2. in the public domain through no fault of Umbrellar;

  3. disclosed to it by a third party, who has the right to make such disclosure, without an obligation of confidentiality; or

  4. required to be disclosed by law or to comply with the rules of any recognised stock exchange, provided that; (A) it provides, to the extent reasonably possible, reasonable advance notice to the Customer of the impending disclosure; and (B) it provides all reasonable assistance in any action taken by the Customer to obtain an order that the information does not have to be disclosed and/or an appropriate protection order or assurance that confidentiality is accorded to the information that is required to be disclosed.


14.1 Definitions

Account – the Client account profile and usage information regarding the Services selected and enabled, including User activities, account management information, User IDs and business contact information.

API – application programming interface Umbrellar provides as Service Components which provide programming code to interface with and utilise the Services, including requesting and ordering Services options and Service Components, which bypass the user interface.

Business As Usual Changes or “BAU Changes” means changes that are categorised under Operational Change Management as having a low impact or low risk of implementation failure.

Business Day: any day that is not a Saturday, Sunday or statutory public holiday in Auckland, New Zealand.

Business Hours: 8.30 am to 5.30 pm from Monday to Friday, except statutory public holidays in Auckland, New Zealand.

Change Advisory Board (“CAB”) means the group made up of representatives from both Parties who assume responsibility for Operational Change Management.  The CAB shall comprise each Party's Change Manager and such other representative(s) as each Party's Change Manager may nominate from time to time.

Change Manager means a Party’s representative who will coordinate Operational Change Management including relevant Service affecting change requests and approve changes.

Confidential Information: Customer Information and Umbrellar Information other than information that is or becomes:

  1. part of the public domain (other than through any breach of confidentiality by a party);

  2. lawfully known to the recipient on a non-confidential basis before being disclosed;

  3. available to the recipient from another person who is in possession of it lawfully and can disclose it on a non-confidential basis; or

  4. required to be disclosed by law.

Content – all data, software, Solutions, products, prototypes technical data and information, including, without limitation, any hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets, or servlets that are created, installed, uploaded, or transferred in connection with the Services by the Customer, Users, or Solution Recipients.

Contract Period means the Minimum Period plus any renewal period on expiry of the Minimum Period 

CPU Utilisation means the usage of a CPU Core measured as a percentage of the CPU Core capacity.

Customer Applications means software applications provided by the Customer that are not provided or managed by Umbrellar.

Customer High Risk Activity means a Customer activity that in Umbrellar’s reasonable opinion may be high risk, or have a major impact, or cause interruption to the Umbrellar Infrastructure or Umbrellar’s provision of the Service 

Customer Information: all information, content and data about the Customer, its business and its clients which is disclosed to, or acquired by, Umbrellar in the performance of the Services, and includes all data stored on Umbrellar's servers.

Customer Security Policy means the Customer’s policy for the security of their network, systems and Users.  

Customer Specific Network means the connectivity, including firewalls and load balancing, between the Server Instances forming part of the Service delivering secure discrete separation.

Data Centre – the facility which Umbrellar provides the Services from and where Service Components are hosted and made available for Customer use.

Disk means a physical media on which data can be stored.

Disk Utilisation means the volume of disk space used, measured against the Customer’s pre-allocated usable disk space. 

Domain Name means a name registered with an Internet registration authority for use as part of a URL.

DNS Service means the “Domain Name Servers” delivered as part of the Service.

Enabling Software – any Services Component software (such as programs, enabling code, utilities, client software, and plug-ins) and documentation Umbrellar provides to Client to facilitate Client's access to and use of the Services.

End of Life means the point at which Umbrellar withdraws an Operating System or a version of an Operating System from the Service.  This may be independent of when the Licensor withdraws an Operating System or version of an Operating System.

Enterprise – any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent.

Entitlements –the Authorisations and business parameters relating to the Customer’s use of the Services that are set forth in the Order Form and are used in part to determine the fees paid by the Customer for the Services (e.g. users, transactions, storage).

Firewall means a device or software service that is designed to block unauthorised access, whilst allowing authorised access to the Service.

General Terms: these general terms and conditions as amended from time to time and includes any replacement terms.

Image – a software image file containing the functionality of the software program(s) that Umbrellar makes available as part of the Services. An Image contains an operating system image by itself or in conjunction with an Umbrellar Image or Third-Party Image.

Incident means any single event that is not part of the normal operation of the Service and that causes, or may cause, an interruption to, or a reduction in, the quality of the Service.

‘Incident’ is determined as an event that has, or has the potential to, result in degraded or impacted service.

Internet – the public worldwide network of TCP/IP-based networks.

Internet Connectivity means connectivity between the Internet and the Service. 

ISV - Independent Software Provider

Licensor means the owner or licensor of the Operating System. 

MACD’s – Moves, Adds, Changes & Delete type requests logged via support channels.

Marketplace – The image library of ISV and image distributions available on the Umbrellar Cloud and Microsoft Azure. 

Normal Change means a modification to one or more components of the Service

Operating System means the operating systems relating to the Server Instances forming part of the Service as set out in the proposal.

Operational Change Management means the activities around submission, agreement and implementation of an operational change to the Service, excluding BAU Changes.

Operational Service Date or OSD means the date on which Umbrellar first makes the Service available to the Customer.  Where Umbrellar makes only part of the Service available to the Customer, an OSD shall apply to that part of the Service only.

Order Form means the Proposal.

Pay As You Go– a billing model for Umbrellar services.

Proposal means the customer requirements document which specifies the details and charges for the Service and which has been completed and signed by Umbrellar and the Customer.

RAM means the memory available to a Server Instance

RAM Utilisation means the overall utilisation of memory assigned to the Server Instance.

Rate Card means the document provided by Umbrellar which sets out the Charges for additional services available to the Customer that can be ordered under this Service Schedule. This is usually included in the Proposal 

Server Instance means an instance of an Operating System with a defined number of CPU Cores, RAM and Disk.

Service means the Umbrellar Managed Compute service and includes the Initial Services and any optional services set out in the proposal.

Service Component Software – software functionality that Umbrellar makes available as a Service Component.

Services Component(s) – the hardware, software, Service Component Software, APIs, tools, and any documentation (electronic or otherwise) Umbrellar utilises to provide the infrastructure, and functionality of the Services or that Umbrellar makes available as part of the Services.

Service Description means definition of what a service provides and how it is accessed and used. A service description includes descriptions of the functional and non-functional properties of the service, service interfaces, and the legal and technical constraints or rules for its usage.

Service Desk means the service desk provided by Umbrellar as part of the Service that will be the initial point of contact for the Customer to report an Incident or make a Service Request.

Service Level Agreement or “SLA” means the agreed level of service for delivery, availability and Incident resolution as set out in Annex A. 

Service Request means a request for an addition or deletion to the Service, such as a Normal Change.

Solution – Customer created software application solution the Customer makes available to Solution Recipients.

Solution Recipients – means any entities or individuals to whom the Customer provides access to a VM or product or services that the Customer offers.

Storage means the disk space associated with a Server Instance.

Support means all labour provided by Umbrellar other than labour that is not related to Umbrellar's network or hardware, such as labour provided in relation to the Customer's operating system or software. 

Third Party Image – a software image file containing the functionality of selected thirdparty software program(s) that Umbrellar makes available as part of the Services. 

Third Party Incidents means any single event that is not part of the normal operation of a service provided by a party other than Umbrellar, that causes, or may cause, an interruption to, or a reduction in, the quality of the service as defined by the third party

Third Party Information means data, information, video, photographs, software and any other materials (in whatever form) not owned or generated by or on behalf of the Customer, including information belonging to an authorised User which is not Customer Information, published or otherwise made available by the Customer using the Service.

Umbrellar Group: means Umbrellar Limited and any of its parent or subsidiaries as may change from time to time.

Umbrellar Information: all information, content and data about Umbrellar, its business and its other customers, all information content and data about the business and clients of Umbrellar's other customers, Umbrellar's Intellectual Property, and all information, content and data that is developed by Umbrellar while providing the Goods and Services.

Umbrellar Infrastructure means the hardware, software and Operating Systems used by Umbrellar to provide the Service. For clarity this does not include the any applications.

Umbrellar's Intellectual Property: all intellectual property in and associated with the business of Umbrellar and its other customers, including all trade names, trade and service marks, discoveries, improvements, systems, specifications, manuals, trade secrets, know-how, procedures, computer software and programs (whether denominated software, firmware or otherwise), formulae, designs, writings, diagrams, logos, domain names, websites, drawings, copyright materials and the benefit of any applications or registrations in respect of the above and any other intellectual property and industrial property whatsoever and howsoever recorded or stored (if at all).

User means anyone who is permitted by the Customer to use or access the Service purchased by the Customer.

User Acceptance Test(s) /Handover means the test the customer wishes to carry out to confirm the deployed services is correct and fit for purpose. After a period of 5 days it is assumed these tests have been carried out and service has completed technical handover.

User ID means any IDs, user names, personal identification numbers and passwords in relation to the Customer’s access to the Operating System.

VM – a virtual machine instance that Umbrellar makes available to Client as part of the Services consisting of virtual computer processing unit(s) ("CPUs"), virtual memory and virtual local storage.

14.2 Interpretation

 In the interpretation of these General Terms, unless the context otherwise requires:

  1. references to the parties include their respective executors, administrators, successors and permitted assigns;

  2. references to a person includes any form of entity including an individual, company, partnership, firm, trust, any central or local government department, and any other entity, or any other association or persons, either incorporated or unincorporated;

  3. words in the singular include the plural and vice versa;

  4. words importing one gender include the other genders;

  5. any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done; and

  6. headings have been inserted for convenience only and will not affect the construction of the Agreement.


15 Umbrellar Specific Terms & Service Level Agreements

Umbrellar’s SLA is written in conjunction with the Terms and Conditions as noted above and is constructed in the following manner for ease of reading and relevancy. Note: not all sections will be relevant to your Contract with Umbrellar. If there are any doubts which sections of the SLA are relevant to your procured service, then please contact Umbrellar for further clarification. Note that SLAs are only honoured for services delivered from Umbrellar operated data centres only.


The set is constructed as:

Schedule A - General SLA

Schedule B – Microsoft Service Provider License Agreement

Schedule C - Microsoft Cloud Agreement (Covering Azure/Stack and M365)


Schedule A

15.1 Schedule A: General Service Level Agreement

This SLA describes the service level commitments provided to you by Umbrellar Technology Group Limited:


15.1.1 Definition of Terms

The following words and expressions shall have meanings hereby assigned to them except where the context otherwise requires:


"Company”, "us", "we" and "our", means Umbrellar Technology Group Limited;


"You", “Your”, means the party or parties who utilise services provided by Umbrellar Technology Group Limited and are appropriately contracted with Umbrellar Technology Group Limited.

15.1.2 Support

Umbrellar provides technical support to Customers based on the attached SLA requirements and those recorded in the Terms and Conditions above. Umbrellar also provides higher levels of contracted support to certain clients that sign Customer specific support contracts. Details of these contracts can be obtained from Umbrellar. The following obligations are Umbrellar’s standard SLA obligations. If you have signed a Customer specific support contract, then please refer to that document and read in conjunction with the standard obligations recorded in this Agreement.


Under no circumstances will Umbrellar provide development-related support for web applications, scripts, or components from third parties or those developed by you unless specifically agreed in writing and subject to agreed further terms and conditions and a support contract.


Email and phone support are available 24 hours a day and is charged subject to the agreed support products have been subscribed to. Please be prepared to provide a full description of the problem and your Account ID to allow our staff to efficiently deal with your query.


The Company's standard response time to technical support issues is dependent on your contracted Services. This time depends on the complexity of the inquiry and support request volume. The support team assigns the highest priority to customer inquiries related to the network and service unavailability and to customers with higher levels of support contracts. These issues are addressed first upon notification from a customer.


Umbrellar shall assign any Incidents with a priority based upon internal criteria. Umbrellar will notify the Customer on registration of a Service Request or an Incident logged by the Customer by email. 


Umbrellar shall manage the Service to ensure that notification and restoration of Incidents or provisioning of Service Requests are performed in accordance with the relevant SLA. 


Incident and Service Requests: This report shows the status of registered Service Requests received and Service affecting Incidents during the reporting period. (The Customer acknowledges that where the Service forms part of a number of services provided by Umbrellar, a single Incident and Service Requests report will be provided across all services provided).


Incident and Service Request resolution notification:

Umbrellar will generate an automated notification email to the Customer when the Incident or Service Request status is change to ‘Resolved’, indicating that the normal service operation has been resumed or that the Service Request has been fulfilled. 

Depending on operating system support level purchased against the service, Service Requests and/or incidents maybe chargeable. 


Any incidents that are raised where the root cause is found to be related to end user error on the customer behalf may also be chargeable. 

Unless the Customer notifies Umbrellar of its rejection of the resolution notice set above within 48 hours of its receipt, Umbrellar will close the Incident or Service Request.


15.1.3 Contacting us for support, service request and incidents

Umbrellar will respond to emergency faults 24 hours a day 7 days a week 365 days of the year within the contracted support time period based on your support agreement. 

Note that charges may apply depending your entitlements within you support contract.


An Incident or Service Request can be initiated with the Services Desk as per the below: 

Email Address:             

Response Hours:                 


24 hours a day (response depending on contracted SLA)

Phone Number:                   

0800 344 493

Response Hours:                 


Account/Billing Queries:

24 hours a day (response depending on contracted SLA)

Phone Number:                   

0800 344 493

Email Address:            

Response Hours:


 8:30am to 5:30pm NZST (Monday through Friday, ex public holidays)


15.1.4 Maintenance

To maximize optimal performance and security of the infrastructure, the Company will perform routine maintenance on the services on a regular basis, requiring elements of the service to be removed from service. This service unavailability will not be included in service uptime calculations. The maintenance is typically performed during off-peak hours.


A minimum of 48 hours notification of maintenance will be provided except where maintenance is considered to be critical.

The Customer must promptly notify Umbrellar of any issues that may arise during Planned Maintenance.


Umbrellar will use its reasonable endeavours to resolve any issues with the Service resulting from Planned Maintenance in accordance Incident Resolution.


Critical Maintenance:

The Customer acknowledges and accepts that occasionally Umbrellar may have to carry out emergency maintenance, updates and other procedures for reasons of health, safety, security or otherwise to protect the Service (“Emergency Procedures”).  Umbrellar will provide as much prior notice as possible with respect to such Emergency Procedures.  


Performance of the Service during Maintenance:

Umbrellar will use its reasonable endeavours to maintain SLAs during planned Maintenance or Emergency Procedures but has no liability to the Customer during this period for failure to meet the SLAs for the affected Service. 


Umbrellar reserves the right to amend or change all or any part of the Umbrellar Infrastructure at any time provided that this does not materially degrade the performance or functionality of the Service. 


15.1.5 Availability

Umbrellar's primary objective is to provide leading cloud and related services to all our customers. Sometimes technical issues arise, which are unavoidable. Umbrellar offers the following schedule of remedies for any failure to meet the express guarantees in this Service Level Agreement. Penalty for Non-Compliance

Upon your written or email notice to the Company, if availability for the calendar month is below the guaranteed level, Umbrellar will issue a refund to you according to the schedule outlined in the designated service description.

Note: monthly fee relates to the fee relevant to the service unavailability only i.e. excludes any other services which may have been invoiced but not impacted by the availability issues. The following availability times are excluding maintenance.



15.1.6 Applying for a Refund

To receive a refund, send an email or written refund request to the Accounts Department at You must provide your Account ID and all dates and times of the alleged server or network unavailability.



The total refund to you for any account may not exceed 50% of the monthly fees charged to that account during the month for which the refund is to be issued. Restrictions

Customer shall not receive any refunds under any SLA in connection with any failure or deficiency of the service availability caused by or associated with incidents that are not deemed to be in under the control of Umbrellar, as well as the following:

  1. Circumstances beyond Umbrellar’s reasonable control, including, but not limited to, acts of any governmental body, fire, flood, earthquake, strike or other labour disturbance, interruption of / or delay in transportation, unavailability of / or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts);

  2. Scheduled maintenance and emergency maintenance and upgrades. Note: these will be communicated to customers at the earliest available opportunity under the relevant circumstances;

  3. Customers acts or omissions (or acts or omissions of others engaged or authorized by you), including without limitation, custom scripting or coding (e.g. CGI, Perl, HTML, ASP, etc), any negligence, wilful misconduct, or use of the Services in breach of the Company's Terms and Conditions and Acceptable Use


  1. system administration, commands, file transfers performed by Customer representatives;

  2. DNS (Domain Name Server) Propagation;

  3. Outages elsewhere on the Internet that hinder access to your account. The Company is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it;

  4. lack of availability or untimely response time of Customer to respond to incidents that require their participation for source identification and/or resolution, including meeting Customer responsibilities for any prerequisite Services;

  5. Customers breach of their material obligations under this Agreement;

  6. Customers performance of any technical security integrity review, penetration test, or vulnerability scan pursuant to security obligations set forth herein;

  7. work performed at Customer request (for example technical assistance) and other activities Customer directs;


15.1.7 Storage Capacity / Data Transfer

Each account is allotted storage capacity and data transfer amounts on Umbrellar’s servers and storage devices according to the plan, offer, subscription or resource options selected by you. This storage size and data transfer allotments can be increased for an additional fee. The servers may stop accepting, processing, or delivering data when the purchased limit is reached thus causing server unavailability or data loss. The Company shall not be held responsible for such unavailability or data losses.


15.1.8 Data Integrity

The Company provides services at customers own risk. It is recommended that suitable Backup, Continuity and Disaster Recovery plan be in place in case of an event that outcomes in data loss. Sophisticated RAID techniques to ensure the integrity of the data on its servers; the data is written to two or more disks simultaneously to prevent data loss in the event of hardware failure.


15.1.9 Customers Responsibilities

To access Umbrellar New Zealand Limited’s services you must provide at the very minimum:

  1. An Internet connection with sufficient bandwidth and quality to allow trouble-free browsing and data uploading and downloading;

  2. A fully functional Internet browser;

  3. Tools to develop and publish content as you find suitable and necessary;

  4. Tools to access database servers if such services are purchased by you.


 15.2 Change Management

The Operational Change Management Process including the Standard Change

Procedure is set out in this document. 


Configuration and Operational Change Management 

It is the Customer’s responsibility to undertake any additional administration changes to applications other than the Operating System, unless specific administration processes are agreed with Umbrellar under Operational Change Management. 

 Business As Usual Changes:

  1. Umbrellar shall undertake Business as Usual Changes as necessary without reference to Operational Change Management or the CAB to maintain the normal operation of the Service.

  2. The Customer may also request Umbrellar to implement a BAU change and maybe subject to charges on Time and Materials basis.

 Operational Change Management 

  1. All non-Business as Usual Changes are subject to Operational Change Management unless otherwise agreed in writing by the Parties.

  2. Changes shall be communicated and raised via a Service Request through the Service Desk. 

  3. Changes are classed as ‘approved’ if any individual raising a change is representative of the customer, including contracted third parties to the customer, unless expressly differently by the customer in writing. 

  4. Umbrellar will operate the Change Advisory Board if requested and purchased and the Customer shall make available such authorised representatives as required for fulfilment of Operational Change Management Process. 

  5. The Customer may request changes to the Service. The Parties will agree a formal back-out plan prior to implementation of any requests for change that are categorised as an Emergency.

 Customer High Risk Activity 

  1. The Customer must notify Umbrellar and agree the process of implementation for any Customer High Risk Activity before implementation of the Customer High Risk Activity. Any Customer High Risk Activity must be subject to Operational Change Management.

  2. The Customer acknowledges that SLAs shall not apply where the Customer implements a Customer High Risk Activity either without prior written agreement

by Umbrellar, or not in accordance with the agreed process, and that Umbrellar may charge the Customer for any reasonable additional costs that it may incur as a result of such implementation.


User Acceptance Tests

a) The Customer will conduct and be responsible for any User Acceptance Tests.

The Customer shall notify Umbrellar of any Incidents in accordance with change. 

Schedule B
15.3 Schedule B – Software Licensing
15.3.1 Microsoft Service Provider License Agreement

The Customer may order Microsoft Software from Umbrellar if it is available under the Microsoft Service Provider License Agreement (SPLA) by submitting a service request. Umbrellar will review the request, solicit any clarity required from the Customer, and will finalise the request. Umbrellar will then provide the software product libraries and license keys as necessary. Umbrellar will perform license administration for the selected software products, invoice for the quantities consumed, and will perform compliance reporting required by Microsoft's Service Provider License Agreement program, however the Customer remains responsible for compliance. The Customer is responsible for actual software product installation. maintenance, and ongoing lifecycle management. The Customer will readily assist Umbrellar with monthly reconciliation of consumption of the Microsoft Software. Additional Terms for Microsoft Software

Microsoft Software is third party software. The Third Party Agreement/ additional license terms that apply to Microsoft Software Products (“Products”) are:

  1. The Customer shall not remove, modify, or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Products;

  2. The Customer shall not reverse engineer, decompile or disassemble the Products, except to the extent that such activity is expressly permitted by applicable law;

  3. Microsoft disclaims, to the extent permitted by applicable law, all warranties by Microsoft and any liability by Microsoft or its suppliers for any damages or remedies, whether direct, indirect, or consequential, arising from the Software Services. For the purposes of this clause Software Services means the services Umbrellar provides to Client that make available, display, run, access or

otherwise interact, directly or indirectly, with the Products;

  1. Umbrellar may disclose Customer information such as the total number of licenses and country of usage, Customer name and address;

  2. Microsoft SC Application Software product acquisition or download, the installation of the Microsoft SC Application Software, and its ongoing support and lifecycle management remain the sole responsibility of the Customer; and

  3. There is a "No High Risk Use" requirement that the User may not use the Microsoft software ("Product") in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). Examples of High Risk Use include, but are not limited to: aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems. High Risk Use does not include utilisation of Products for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.


15.3.2 Customer provided Software

The customer is permitted to bring and upload its own properly licensed non-operating system software (which may be referred to as "bring your own software and license" or "BYOSL") for use within the Services. Any such Customer provided software the Customer brings and uploads in connection with the Services is considered Content. The Customer is responsible to ensure the Customer has the necessary licenses, Entitlements, and approvals for adding, installing, uploading, transferring, and using such software with the Services.

The Customer is required to ensure that all Customer provided software is covered under valid support and maintenance agreements with the software publisher or other third party provider ("Software Support") and is compatible with the Operating System software provided by Umbrellar. In the event that the Customer fails to maintain support, compatibility with the Operating System software or in the event the version of the Customer provided software utilised by the Customer is no longer supported ("Software End of Life"), the Customer must either (a) upgrade the Customer provided software to a supported or compatible version, (b) purchase extended maintenance from the publisher or another provider to provide break/fix support, or (c) The Customer may elect not to maintain software support. In the event that the Customer elects not to maintain Software Support or compatibility with the Operating System software for any reason, including Software End of Life, The Customer acknowledges that Umbrellar's Services may be impacted. In such event, any downtime or other Service failures will be excluded from Umbrellar's Service Levels and any impact to the Services shall be the sole responsibility of the Customer.

The Customer shall ensure that any BYOSL software uploaded by the Customer to a Umbrellar service is covered with licenses / software maintenance (if required) which are adequate in type and sufficient in quantities to comply with the relevant license requirements and that they are eligible to be used in a multi- tenant cloud environment. The Customers agrees to reimburse Umbrellar for any reasonable costs and other amounts that Umbrellar may incur from the Customer’s failure to obtain these licenses or approvals. Microsoft Software

Umbrellar services are provided from a shared, multi-tenant environment operated by Umbrellar as a service provider. The following provisions apply to any BYOSL nonoperating system software licensed to the Customer by Microsoft Corporation or a Microsoft authorised reseller.

  1. For the purposes of this provision, "License Mobility through Software Assurance" means the rights described in the clause titled "License Mobility through Software Assurance" in the Microsoft Product Use Rights

  2. In order to exercise License Mobility through Software Assurance rights, the Customer must, prior to providing any Microsoft software as BYOSL to an Umbrellar service, execute the "Mobility Verification Form" and submit the completed Mobility Verification Form to Microsoft for verification.

  3. Microsoft will provide Umbrellar and the Customer with confirmation of Customer verification status to exercise the License Mobility through Software Assurance Product Use Rights, and the specific products and license counts the Customer will be authorised to deploy onto the Umbrellar service. This information may be used to support compliance reviews and discussions.

  4. If Umbrellar or Microsoft believe in good faith that the Customer is not complying with the terms of License Mobility through Software Assurance, as described in the Product Use Rights, the Customer must cooperate in good faith with Microsoft or Umbrellar to investigate and remedy any potential non-compliance. If requested by Umbrellar and/or Microsoft, the Customer agrees to provide any additional and reasonable information to support the investigation and remediation, if any, of the non-compliance.

  5. If Microsoft determines that the Customer is non-compliant with the License Mobility through Software Assurance program requirements, Microsoft will provide the Customer with written notice of the non- compliance which will include an itemisation of the non-compliant issues. The Customer will work with Microsoft to resolve the Customers status and determine if termination can be avoided. If the parties are unable to achieve a mutually agreeable resolution, Microsoft will provide the Customer and Umbrellar with written notice to terminate the benefits of License Mobility through Software Assurance for the Customer. Upon receipt of such notice, the Customer will promptly remove the instances provided in the notice and utilised by the Customer and provide written notice to Microsoft with a copy to Umbrellar.

The Customer must ensure that any License Mobility through Software Assurance Product deployed in Umbrellar services uses the Customers own Product media and keys.

Customer licenses under the License Mobility through Software Assurance program must remain on a service within the same Data Center for no less than ninety (90) days. The Customer may move instances under a particular license from one Umbrellar Data Center to another Umbrellar Data Center; however, the Customer may not (a) move the instances run under that license back to the Customer computing environment, (b) outside of Umbrellar's Data Center, or (c) to another third party data center within ninety

(90) days of the last assignment.



Schedule C
15.4 Schedule C - Microsoft Cloud Agreement (Covering Azure and M365)

This Microsoft Cloud Agreement is entered into between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually (“Customer”), and Microsoft Regional Sales Corporation (“Microsoft”). It consists of the terms and conditions below, Use Rights, SLA, and all documents referenced within those documents (together, the “agreement”). It is effective on the date that Umbrellar provisions your Subscription. Key terms are defined in Section 10. 


15.4.1 Grants, rights and terms.
  1. Software. Upon acceptance of each order, Microsoft grants Customer a limited right to use the Software in the quantities ordered.

    1. Use Rights. The Use Rights in effect when Customer orders Software will apply to Customer’s use of the version of the Software that is current at the time. For future versions and new Software, the Use Rights in effect when those versions and Software are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless Customer chooses to have those changes apply. 

    2. Temporary and perpetual licenses. Licenses available on a subscription basis are temporary. For all other licenses, the right to use Software becomes perpetual upon payment in full. 


  1. Online Services. Customer may use the Online Services as provided in this agreement.

    1. Online Services Terms. The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period. 

    2. Suspension. Microsoft may suspend use of an Online Service during Customer’s violation of the Acceptable Use Policy or failure to respond to a claim of alleged infringement. Microsoft will give Customer notice before suspending an Online Service when reasonable. 

    3. End Users. Customer controls access by End Users, and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy. 

    4. Customer Data. Customer is solely responsible for the content of all Customer Data. Customer will secure and maintain all rights in Customer Data necessary for Microsoft to provide the Online Services to Customer without violating the rights of any third party or otherwise obligating Microsoft to Customer or to any third party. Microsoft does not and will not assume any obligations with respect to Customer Data or to Customer’s use of the Product other than as expressly set forth in this agreement or as required by applicable law. 

    5. Responsibility for your accounts. Customer is responsible for maintaining the confidentiality of any non-public authentication credentials associated with Customer’s use of the Online Services. Customer must promptly notify customer support about any possible misuse of Customer’s accounts or authentication credentials or any security incident related to the Online Services. 


  1. License transfers. License transfers are not permitted, except that Customer may transfer only fully-paid perpetual licenses to (1) an Affiliate or (2) a third party, solely in connection with the  transfer of hardware or employees to whom the licenses have been assigned to the third party as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate. Upon such transfer, Customer and its Affiliates must uninstall and discontinue using the licensed Product and render any copies unusable. Attempted license transfers that do not comply with this agreement are void. 


  1. Reservation of rights. Products are protected by copyright and other intellectual property rights laws and international treaties. Microsoft reserves all rights not expressly granted in this agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use Software on a device do not give Customer any right to implement Microsoft patents or other Microsoft intellectual property in the device itself or in any other software or devices. 


  1. Restrictions. Customer may use the Product only in accordance with this agreement. Customer may not (and is not licensed to): (1) reverse engineer, decompile or disassemble any Product or Fix, or attempt to do so; (2) install or use non-Microsoft software or technology in any way that would subject Microsoft’s intellectual property or technology to any other license terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product documentation. Customer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters Customer’s use of the Online Services. Except as expressly permitted in this agreement or Product documentation, Customer may not distribute, sublicense, rent, lease, lend, resell or transfer and Products, in whole or in part, or use them to offer hosting services to a third party. 


  1. Preview releases. Microsoft may make Previews available. Previews are provided “as-is,” “with all faults,” and “as-available,” and are excluded from the SLA and all limited warranties provided in this agreement. Previews may not be covered by customer support. Previews may be subject to reduced or different security, compliance, and privacy commitments, as further explained in the Online Services Terms and any additional notices provided with the Preview. Microsoft may change or discontinue Previews at any time without notice.

Microsoft also may choose not to release a Preview into “General Availability.” 


  1. Verifying compliance for Products.

    1. Right to verify compliance. Customer must keep records relating to all use and distribution of Products by Customer and its Affiliates. Microsoft has the right, at its expense, to verify compliance with the Products’ license terms. Customer must promptly provide any information reasonably requested by the independent auditors retained by Microsoft in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products that Customer hosts, sublicenses, or distributes to third parties. Customer agrees to complete Microsoft’s self-audit process, which Microsoft may request as an alternative to a third party audit. 

    2. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5% or more, Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price last and customer price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to the actual installed base. If there is no unlicensed use, Microsoft will not subject Customer to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means. 

    3. Verification process. Microsoft will notify Customer at least 30 days in advance of its intent to verify Customers’ compliance with the license terms for the Products Customer and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will take place during normal business hours and in a manner that does not unreasonably interfere with Customer’s operations. 


15.4.2 Subscriptions, ordering. 
  1. Choosing a Reseller. Customer must choose and maintain a Reseller authorized within its region. In this case the reseller is Umbrellar Technology Group Limited. If Microsoft or Reseller chooses to discontinue doing business with each other, Customer must choose a replacement Reseller or purchase a Subscription directly from Microsoft, which may require Customer to accept different terms. 


  1. Available Subscription offers. The Subscription offers available to Customer will be established by its Reseller and generally can be categorized as one or a combination of the following:

    1. Online Services Commitment Offering. Customer commits in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis for continued use of the Online Service. 

    2. Consumption Offering (also called Pay-As-You-Go). Customer pays based on actual usage with no upfront commitment. 

    3. Limited Offering. Customer receives a limited quantity of Online Services for a limited term without charge (for example, a free trial) or as part of another Microsoft offering (for example, MSDN). Provisions in this agreement with respect to the SLA and data retention may not apply. 

    4. Software Commitment Offering. Customer commits in advance to purchase a specific quantity of Software for use during a Term and to pay upfront or on a periodic basis for continued use of the Software. 


  1. Ordering.

    1. Orders must be placed through Customer’s designated Reseller. Customer may place orders for its Affiliates under this agreement and grant its Affiliates administrative rights to manage the Subscription, but, Affiliates may not place orders under this agreement. Customer also may assign the rights granted under Section 1.a and 1.b to a third party for use by that third party in Customer’s internal business. If Customer grants any rights to Affiliates or third parties with respect to Software or Customer’s Subscription, such Affiliates or third parties will be bound by this agreement and Customer agrees to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Products. 

    2. Customer’s Reseller may permit Customer to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. 


  1. Pricing and payment. Prices for each Product and any terms and conditions for invoicing and payment will be established by Umbrellar Limited.


  1. Renewal.

    1. Upon renewal of a Subscription, Customer may be required to sign a new agreement, a supplemental agreement or an amendment to this agreement. 

    2. Customer’s Subscription will automatically renew unless Customer provides its Reseller with notice of its intent not to renew prior to the expiration of the Term. 


  1. Eligibility for Academic, Government and Nonprofit versions. Customer agrees that if it is purchasing an academic, government or nonprofit offer, Customer meets the respective eligibility requirements listed at the following sites: 


  1. Taxes. The parties are not liable for any of the taxes of the other party that the other party is legally obligated to pay and which are incurred or arise in connection with or related to the transactions contemplated under this agreement, and all such taxes will be the financial responsibility of the party who is obligated by operation of law to pay such tax.  


15.4.3 Term & Termination 
  1. Agreement term and termination. This agreement will remain in effect until the expiration or termination of Customer’s Subscription, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement. 


  1. Termination for cause. If either party breaches this Agreement, the other party may terminate the breached agreement (in whole or in part, including orders) upon notice. If the breach is curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching party and an opportunity to cure the breach. 


  1. Cancel a Subscription. Customer’s Reseller will establish the terms and conditions, if any, upon which Customer may cancel a Subscription. 


  1. To the extent necessary to implement the termination provisions of this agreement, both parties waive any rights they have, or obligation that they may have, now or in the future under any applicable law or regulation, to request or obtain the approval, order, decision or judgment of any court to terminate this agreement. 


15.4.4 Security, Privacy & Data Protection
  1. Reseller Administrator Access and Customer Data. Customer acknowledges and agrees that

i. once Customer has chosen a Reseller, that Reseller will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Customer Data, however, Customer may request additional administrator privileges from its Reseller; (ii) Customer can, at its sole discretion and at any time during the Term, terminate its Reseller’s administrative privileges; (iii) Reseller’s privacy practices with respect to Customer Data or any services provided

by Reseller are subject to the terms of Customer’s agreement with its Reseller and may differ from Microsoft’s privacy practices; and (iv) Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including personal data. Customer consents to Microsoft providing Reseller with Customer Data and information that Customer provides to Microsoft for purposes of ordering, provisioning and administering the Online Services.


Microsoft reserves the right to verify eligibility at any time and suspend the Online Service if the eligibility requirements are not met. 


  1. Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Customer may choose to provide personal information to Microsoft on behalf of third parties (including your contacts, resellers, distributors, administrators, and employees) as part of this agreement. Customer will obtain all required consents from third parties under applicable privacy and data protection laws before providing personal information to Microsoft. 


  1. Additional privacy and security details are in the Online Services Terms. The commitments made in the Online Services Terms only apply to the Online Services purchased under this agreement and not to any services or products provided by a Reseller. If Customer uses software or services that are hosted by a Reseller, that use will be subject to Reseller’s privacy practices, which may differ from Microsoft’s. 


  1. As and to the extent required by law, Customer shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required by law, and Customer shall obtain the users’ consent to the same. 


  1. Customer appoints Reseller as its agent for purposes of interfacing with and providing instructions to Microsoft for purposes of this Section 4.  



15.4.5 Warranties
  1. Limited warranty.

    1. Software. Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date Customer is first licensed for that version. If it does not, and Customer notifies Microsoft within the warranty term, then Microsoft will, at its option, (1) return the price Customer paid for the Software license or (2) repair or replace the Software. 

    2. Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use.

Customer’s remedies for breach of this warranty are in the SLA. 

The remedies above are Customer’s sole remedies for breach of the warranties in this section. Customer waives any breach of warranty claims not made during the warranty period. 


  1. Exclusions. The warranties in this agreement do not apply to problems caused by accident, abuse or use inconsistent with this agreement, including failure to meet minimum system requirements. These warranties do not apply to free or trial products, Previews, Limited Offerings, or to components of Products that Customer is permitted to redistribute. 


  1. Disclaimer. Except for the limited warranties above, Microsoft provides no warranties or conditions for Products and disclaims any other express, implied, or statutory warranties for Products, including warranties of quality, title, noninfringement, merchantability and fitness for a particular purpose. 


15.4.6 Defence of third party claims. 

The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defence and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.


  1. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third-party claim. 


  1. By Customer. To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or non-Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or harms a third party. 


15.4.7 Limitation of liability. 

For each Product, each party’s maximum, aggregate liability to the other under this agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the applicable Products during the term of this agreement, subject to the following: 


  1. Online Services. For Online Services, Microsoft’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Online Service during the 12 months before the incident; provided that in no event will Microsoft’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. 


  1. Free Products and distributable code. For Products provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Microsoft, Microsoft’s liability is limited to direct damages finally awarded up to US$5,000. 


  1. Exclusions. In no event will either party be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for loss of use, lost profits, revenues, business interruption, or loss of business information, however caused or on any theory of liability. 


  1. Exceptions. The limits of liability in this section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under section 6; or (2) violation of the other's intellectual property rights. 


15.4.8 Support and Professional Services. 

Customer’s Reseller will provide details on support services available for Products purchased under this agreement. Support services may be performed by Reseller or its designee, which in some cases may be Microsoft. If Customer purchases Professional Services under this agreement, the performance of those Professional Services will be subject to the terms and conditions in the Use Rights. 


15.4.9 Miscellaneous.

a. Notices. You must send notices by mail, return receipt requested, to the address below. 


Microsoft Regional Sales Corporation 

Dept. 551, Volume Licensing 

438B Alexandra Road, #04-09/12, Block B  Alexandra Technopark 

                 Singapore 119968 


You agree to receive electronic notices from us, which will be sent by email to the account administrator(s) named for your Subscription. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address for the account administrator(s) named for your Subscription is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email. 


  1. Assignment. You may not assign this agreement either in whole or in part. Microsoft may transfer this agreement without your consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment is void. 


  1. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect. 


  1. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver. 


  1. No agency. This agreement does not create an agency, partnership, or joint venture. 


  1. No third-party beneficiaries. There are no third-party beneficiaries to this agreement. 


  1. Use of contractors. Microsoft may use contractors to perform services, but will be responsible for their performance, subject to the terms of this agreement. 


  1. Microsoft as an independent contractor. The parties are independent contractors. Customer and Microsoft each may develop products independently without using the other’s confidential information. 


  1. Agreement not exclusive. Customer is free to enter into agreements to license, use or promote non-Microsoft products or services.  


  1. Applicable law and venue. This agreement is governed by Washington law, without regard to its conflict of laws principles. Subject to sections (i) and (ii) below, if Microsoft brings an action to enforce this agreement, Microsoft will bring it in the jurisdiction where Customer has its headquarters. If Customer brings an action to enforce this agreement, Customer will bring it in the State of Washington, U.S.A. This choice of jurisdiction does not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights.


  1. If Customer’s principal place of business is in Brunei, Malaysia or Singapore, Customer consents to the non-exclusive jurisdiction of the Singapore courts. 

  2. If Customer’s principal place of business is in Bangladesh, Cambodia, India, Indonesia, Macau SAR, the People's Republic of China, Sri Lanka, Thailand, The Philippines, or Vietnam, any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”), which rules are deemed to be incorporated by reference into this subsection. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in the above-named countries or elsewhere. To the maximum extent permitted by applicable law, the parties waive their right to any form of appeal or other similar recourse to a court of law. For the purpose of this agreement only, the People's Republic of China does not include Hong Kong SAR, Macau SAR and Taiwan. 

  1. Entire Agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this agreement, (2) the Product Terms, (3) the Online Services Terms, and (4) any other documents in this agreement. 


  • Survival. All provisions survive termination of this agreement except those requiring performance only during the term of the agreement. 


  1. U.S. export jurisdiction. Products are subject to U.S. export jurisdiction. Customer must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments related to Microsoft products, services, and technologies. 


  • Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement. 


  • Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. 


  1. Government customers should consult with Microsoft. Government customers should consult with Microsoft prior to acceptance. If Customer is a government customer, before accepting this agreement, Customer should consult with its Microsoft representative to assure full compliance with local laws and governmental procurement processes. 


  1. Consumer remedies. The following provision is only applicable to customers in Australia: 


  1. Statutory liability. The following provision is only applicable to customers in New Zealand.


  1. Business. Where Microsoft acts as a “supplier” (as that term is defined in the Consumer Guarantees Act 1993 (“CGA”)) of a Product, Customer confirms that the Product provided 

Notwithstanding anything in this agreement, consumers may have the benefit of certain, rights or remedies pursuant to the Competition and Consumer Act 2010 (Cth) and similar state and territory laws in Australia in respect of which liability may not be excluded. If so, then to the maximum extent permitted by law, such liability is limited, at Microsoft’s option, in the case of goods to either (1) replacement of the goods or (2) correction of defects in the goods, and in the case of services to either (1) resupply of the services or (2) the cost of the resupply of the services. Australian law requires Microsoft to notify consumer purchasers of Microsoft goods that: “Microsoft’s goods come with guarantees that cannot be excluded under the Australian Consumer Law. Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”

If Microsoft under this agreement is acquired for the purposes of a business (as that term is defined in the CGA) and that the CGA does not apply to the Product supplied by Microsoft. 

  1. Consumers. Nothing in this agreement is intended to limit the rights of a “consumer” under the CGA where that Act applies, except to the extent permitted by that Act, and the terms of this agreement are to be modified to the extent necessary to give effect to this intention. 


15.4.10 Definitions. 

Any reference in this agreement to “day” will be a calendar day. 

“Acceptable Use Policy” is set forth in the Online Services Terms. 

“Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity. 

“Consumption Offering”, “Commitment Offering”, or “Limited Offering” describe categories of Subscription offers and are defined in Section 2. 

“Customer Data” is defined in the Online Services Terms. 

“End User” means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services. 

“Fix” means a Product fix, modifications or enhancements, or their derivatives, that Microsoft either releases generally (such as Product service packs) or provides to Customer to address a specific issue. 

“Licensing Site” means or a successor site. 

“Non-Microsoft Product” is defined in the Online Services Terms. 

“Online Services” means any of the Microsoft-hosted online services subscribed to by Customer under this agreement, including Microsoft Dynamics Online Services, Office 365 Services, Microsoft Azure Services, or Microsoft Intune Online Services. 

“Online Services Terms” means the additional terms that apply to Customer’s use of Online Services published on the Licensing Site and updated from time to time. 

“Previews” means preview, beta, or other pre-release version or feature of the Online Services or Software offered by Microsoft to obtain customer feedback. 

“Product” means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including Previews. 


“Product Terms” means the document that provides information about Microsoft Products and Professional Services available through volume licensing. The Product Terms document is published on the Licensing Site and is updated from time to time. 

“Professional Services” means Product support services and Microsoft consulting services provided to Customer under this agreement. “Professional Services” does not include Online Services. 

“Reseller” means an entity authorized by Microsoft to resell Software licenses and Online Service Subscriptions under this program and engaged by you to provide assistance with your Subscription. 

“SLA” means Service Level Agreement, which specifies the minimum service level for the Online Services and is published on the Licensing Site. 

“Software” means licensed copies of Microsoft software identified on the Product Terms. Software does not include Online Services, but Software may be a part of an Online Service.

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