Last updated – January, 2019 (v19.02-01)
Dynamics 365 Support Services Agreement
Terms & Conditions
This Agreement sets forth the terms and conditions under which Strategy 365 Limited shall provide Support Services.
Agreements are for a minimum term of 12 months (“the Minimum Term” as defined below) and is made between:
- Strategy 365 Limited, a company registered in England & Wales under company number 10480400 whose registered office is at 10 Brittain Road, Cheddleton, Leek Staffordshire, ST13 7EH (“the Supplier”); and
- The Customer
1.1 For the purpose of this Agreement:
Issue – Any failure, malfunction, or abnormal performance of products and applications as identified in Appendix A reported by the Customer to the Supplier.
Request – Any requisition of new features that do not constitute failure, malfunction, or abnormal performance of products and applications as identified in Appendix A, reported by the Customer to the Supplier.
Response Time – the time interval between the first report by the Customer of an Issue and the first intervention by the Supplier’s Support Staff. This does not include outside normal business hours.
Resolution Time – the time interval between the Supplier first starting to resolve the Issue, whether remotely or at the Site address, and the final resolution of the Issue.
Customer – the Customer as named in this Agreement.
Supplier – Strategy 365 Limited.
Publisher – the supplier of any software application, including Microsoft, Scribe and ClickDimensions.
Call – an email message, case logged via the online portal or telephone call from the Customer notifying the Supplier of an Issue.
Emergency Consultancy – the resolution of an Issue that is deemed to be a fault in the Dynamics 365 system or customisation that the Supplier provided. Emergency Consultancy is subject to the SLAs documented in Clause 4 of this Agreement.
Training – Training or Consultancy given remotely or delivered in person on-site.
On-Site – the business premises of the Customer.
Support Time – a time based unit purchased by the Customer or given by the Supplier, to be used against the Service provided by the Supplier under the agreement of this Support Services Agreement.
Background Intellectual Property Rights – the Intellectual Property Rights owned by or licenced to a party prior to the commencement of the Contract Period.
Consultant – any suitably qualified engineer or consultant provided by Strategy 365 Limited for the performance of the Services.
Intellectual Property Rights – all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue from passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services – the services to be provided by the Supplier under this Agreement.
Third-Party Software – any proprietary third-party software in respect of which the Services are to be provided, including but not limited to Microsoft software products or packages.
Issue Types –
- Critical Level Issue – a major system failure or loss of service affecting all staff.
- High Level Issue – a loss of service affecting many staff.
- Normal Level Issue – a loss of service affecting a small number of staff.
- Low Level Issue – a small issue, not affecting the overall operation of the system.
- Request – a non-break/fix issue.
Microsoft Dynamics 365 – the software application licenced by Microsoft and supported by the Supplier under the terms of this Agreement.
Minimum Term – the minimum term of 12 months from the date of this Agreement as extended (where applicable) under Clause 2.1 below.
Partner of Record – the record held by a software Publisher to confirm that Strategy 365 Limited is the designated support partner for that product.
Delegated Administration – a process whereby Strategy 365 is given administrative access to the systems covered under this agreement.
1.2 In case of any conflict, the provisions of these Terms and Conditions shall prevail over the Appendices.
2.1 This Agreement shall commence on the date stated above and subject to the remaining terms of this Clause 2 shall continue for the first Minimum Term of 12 months and thereafter for further support periods of 12 months until terminated by either party, giving to the other not less than 30 days prior written notice expiring at the end of the Minimum Term or at the end of any subsequent period as appropriate.
Such notice shall be sent by e-mail to firstname.lastname@example.org or via recorded delivery to Strategy 365 Limited, 10 Brittain Road, Cheddleton, Leek Staffordshire, ST13 7EH.
The notice will become effective on the date the notice is received by the Supplier.
Please note that successive support renewals will be subject to the latest Terms and Conditions (this page) and Support Rates (Appendix F) applicable at the time of renewal.
2.2 On commencement of this Agreement, the Supplier shall be set as the Partner of Record (where possible) and be given Delegated Administration access for each product covered under this Agreement by the Customer and shall remain as such for the Minimum Term of the Agreement, or any each successive 12 months’ support period.
2.3 Prior to the end of the Minimum Term and the end of each successive 12 months’ support period, the Supplier will send a notification to the Customer to provide the Customer with an opportunity to request amendments to its support requirements from the Supplier for the following 12 months’ support period.
2.4 If all purchased Support Time is not used within the Minimum Term, or successive 12 months’ support periods, then any remaining, unused Support Time shall be forfeited by the Customer.
2.5 If all Support Time is consumed before the end of the Minimum Term, the Customer may purchase additional Support Time, as stated in Appendix E.
3. Call Logging
3.1 Calls may be placed directly with the Supplier via telephone, email or the online portal, details for which can be found in Appendix C.
4. Target Response Times
4.1 Subject to clauses 4.2 and 4.3, the Target Response Times are set out below:
- Critical Level Issue – 2 business hours
- High Level Issue – 4 business hours
- Normal Level Issue – 8 business hours
- Low Level Issue – N/A (timescales will be determined on an individual basis and agreed with the Customer)
- Request – N/A (timescales will be determined on an individual basis and agreed with the Customer)
4.2 For Dynamics 365 Online customers, service availability is covered by Microsoft’s Service Level Guarantee (which can be found at: https://port.crm.dynamics.com/portal/static/1033/sla.htm). This Agreement does not relate to, or cover availability of, the Dynamics 365 Online service itself or any issue which is outside of the control of the Supplier including, but not limited to, computer configuration, networks and bandwidth, which are in no way covered by the above Target Response Times.
4.3 For On-Premise and Hosted customers, this Agreement covers the Microsoft Dynamics 365 software environment only and does not cover underlying technologies, including but not limited to MS SQL Server and Active Directory, nor does it cover any hardware-related issues.
5.1 Where the Supplier fails to respond in line with the timeframes set out in Clause 4.1 or is failing under the terms of this Agreement, the Customer Account Manager at the Supplier will be the first point of escalation. A company Director at the Supplier will be the second line escalation for this Agreement.
5.2 Where the Supplier fails to meet the Target Response Times identified in Clause 4.1, Support Time Credits will be issued, details of which can be found in Appendix D.
6. Fees and Payment
6.1 If the Customer chooses to pay for support fees annually upfront, the Agreement will be invoiced on commencement of the Agreement and subsequently thirty days prior to the start of each successive 12 months’ support period, unless otherwise mutually agreed between the Customer and the Supplier. If the Customer chooses to pay for support fees by Direct Debit, the fees will be invoiced monthly and payment taken from the Customer by Direct Debit on or around 26th of each month. A 5% surcharge will be added to support agreements paid for by Direct Debit (Direct Debit services are provided by GoCardless. Your bank statement will show the transaction as GoCardless and not as Strategy 365).
6.2 All invoices are payable in line with the Customer’s credit terms, unless otherwise agreed.
6.3 If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Supplier (such as failure to pay being a material breach of this Agreement), the Supplier may withhold all and any Services covered by this Agreement, and may suspend all and any licences provided by the Supplier under any separate End User Licence Agreements, until payment is made in full.
6.4 The price for the Services is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Supplier.
6.5 The Customer agrees to pay the Supplier in full without any set-off all sums due to it under this Agreement.
6.6 Should the Customer have a dispute with regard to any charges incurred pursuant to this Agreement, the Customer shall give written notice to the Supplier of the amount in dispute and the reason for the dispute. Such notice must be received within thirty (30) days of receipt of the invoice by the Customer and is to be sent either by email to email@example.com or via recorded delivery to Strategy 365 Limited, 10 Brittain Road, Cheddleton, Leek Staffordshire, ST13 7EH. In the absence of notice of a dispute within the time stipulated, and in the event of non-payment following the amount falling due, the Customer shall be deemed to be in breach of contract and clause 7 shall apply.
6.7 Any rectification and/or amendment of such disputed charges are limited to the six months prior to the written notification of the dispute being received by the Supplier and shall be and remain at the Supplier’s sole discretion, such discretion not to be unreasonably withheld. Such notice must be received prior to the Customer not paying any amount due to the Supplier, failing which, the Customer shall be deemed to be in breach of the contract and Clause 7 shall apply. The Customer shall remain liable to pay all amounts not in dispute in accordance with the terms of this Agreement.
6.8 The Supplier retains the right to vary the fees set out at any time upon giving the Customer at least 30 days’ notice of a change to service pricing in writing. The change to prices will not take effect until the end of the Minimum Term period or any successive 12 months’ support period.
7. Termination of the Agreement
7.1 Either party shall be entitled forthwith to terminate this Agreement by giving written notice to the other if:
7.1.1 the other commits a continuing or material breach of this Agreement and, if the breach is capable of remedy, fails to remedy it within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
7.1.2 an administrator takes possession or a receiver is appointed over any of the property or assets of the other party, the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order, the other party goes bankrupt or goes into liquidation (except for the purposes of amalgamation, reconstruction, or other reorganisation and so that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on the other party under this Agreement); or
7.1.3 the other party ceases, or threatens to cease, to carry on business.
7.2 For the purpose of Clause 7.1.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance provided that time is not of the essence.
7.3 The Supplier may terminate this Agreement immediately if:
7.3.1 any licence or agreement under which the Supplier or the Customer has the right to run its Dynamics 365 system is revoked, or otherwise ceases to be valid; or
7.3.2 the Customer is suspected, in the reasonable opinion of the Supplier of involvement with fraud or attempted fraud in connection with use of the Services or this Agreement; or
7.3.3 the Supplier reasonably suspects that the Customer is unable to pay or is refusing to pay due fees to it; or
7.3.4 the Customer changes the Partner of Record away from the Supplier (where the Partner of Record was set as the Supplier as part of this Agreement) for any products covered under this Agreement, before the end of the Minimum Term, or any successive 12 months’ support period.
7.3.5 the Customer removes Delegated Administration access from the Supplier for any products covered under this Agreement, before the end of the Minimum Term, or any successive 12 months’ support period.
7.4 A waiver by either party of a breach of a provision of this Agreement shall not be considered as a waiver of a subsequent breach of the same or another provision.
7.5 If the Customer gives less than the specified amount of written notice to terminate this Agreement (as per Clause 2.1) or ceases to use the Services or attempts to terminate this Agreement prior to the expiry of the Minimum Term or any successive 12 months’ support period, or if the Customer is in breach of this Agreement, the Supplier reserves the right to invoice the Customer for the loss it suffers, which includes loss of revenue for the short notice given. Upon termination, the Supplier shall be entitled to raise invoices for all sums due and all invoices (whatever raised) shall become due for payment immediately. The Supplier shall also be entitled to retain any sums already paid by the Customer which relate to Service Time for the remainder of the Minimum Term or any equivalent successive 12 months’ support period.
7.6 In the event of termination by either party for any reason, the Supplier shall be entitled to recover from the Customer:
7.6.1 all liabilities, claims, costs, losses and expenses incurred by the Supplier;
7.6.2 all losses suffered by the Supplier by way of third party clawback where such clawback is due to the breach by the Customer of this Agreement of the third-party Agreement.
7.7 The rights to terminate this Agreement given by this clause shall not prejudice any other right or remedy of either party in respect of the breach concerned, if any, or any other breach. Continued use of the Services post-termination will result in the Supplier levying its standard charges for Support Services for all Services used, which the Customer shall pay immediately on demand.
8. Support Services
8.1 The Customer must provide adequate information and documentation to enable the Supplier to identify and/or recreate the issue. The Supplier may notify the Customer that the issue could not be recreated, located or identified, if such is the case. The Supplier will notify the Customer that the issue cannot be resolved and will provide a reason for this decision. The Supplier reserves the right to charge the Customer for the time it has spent investigating and/or resolving the issue by way of Support Time on an Emergency Consultancy basis. Notwithstanding the provisions of this Agreement, and with the knowledge that reasonable efforts will be made to diagnose and resolve faults that occur, the Supplier makes no warranties that the Support Services provided hereunder will be successful in resolving all difficulties or issues or in diagnosing all faults that arise within the Customer’s Dynamics 365 environment.
8.2 The Supplier accepts no responsibility or liability for hardware problems nor the software applications identified in Appendix A, where they have been subject to improper use, neglect, or modification by the Customer.
8.3 It shall be the Customer’s sole responsibility to ensure that all aspects of the server and client computer systems relating to the Dynamics 365 application are kept up to date with Microsoft-recommended patches and updates. The Supplier shall have no responsibility for the support of these patches and updates.
8.4 Upgrades to new versions (e.g. future versions of Microsoft Dynamics 365) can be performed using Support Time, subject to the availability of internal resources.
8.5 Once an upgrade has been applied, the upgraded version of Microsoft Dynamics 365 will be covered and supported under the terms of this Agreement.
8.6 For Dynamics 365 Online customers, the service level agreement for system availability is governed by the Customer’s contract with Microsoft. The Supplier shall have no responsibility for system availability, server issues or the Customer’s own network performance.
8.7 Unauthorised changes or modifications to the products or applications identified in Appendix A will not be supported under this Agreement. Where such changes have taken place, the Supplier is relieved of its responsibilities and liabilities for this element of the system.
8.8 Where an Issue is reported by the Customer that is caused by an identified bug in a third-party application, including MS SQL Server and other non-Supplier provided applications, the Supplier will make full use of the Publisher’s resources to identify the resolution for the known bug via the Publisher’s knowledge platform or resources.
8.9 Where an Issue is reported by the Customer that is caused by an unidentified bug in a third-party application, the Supplier will notify the Publisher of the software and seek assistance to provide a resolution. The Customer shall be liable to pay any resulting sums incurred by the Supplier. As well as seeking assistance from the Publisher of the software, the Supplier will also make reasonable efforts to use its own resources to find a resolution.
8.10 On-site consultation, if requested by the Customer, and subject to the availability of the Supplier’s technical staff, except where covered by this Agreement, will be provided at the Supplier’s then current standard rates.
8.11 Any Request for changes or new features (that do not constitute failure, malfunction, or abnormal performance of products and applications as identified in Appendix A) under this agreement are subject to the availability and lead time of the Supplier’s technical staff.
9. Service Availability
9.1 Support Services are available Monday to Friday from 09:00 to 17:00.
9.2 The Support Desk is not open on UK Public Holidays or during the period from 24th December to the first working day of the New Year. The Support Desk is also not open outside of the hours specified in Clause 9.1.
9.3 Where coverage is required out of hours, or for UK Public Holidays, weekends, or the Christmas shutdown period, a written request must be made a minimum of 30 days in advance. The Supplier reserves the right to reject requests for coverage during these periods.
9.4 On-call charges for UK Public Holidays, weekends, and the Christmas shutdown period, will be charged an on-call fee, the price for which will be agreed on an ad-hoc basis with the Customer in advance. All issues worked on out of hours or whilst on call, will incur a double time fee.
10. Range of Service
10.1 The Supplier shall be responsible for the provision of:
- A helpdesk service to record and manage all Issues and help requests made by the Customer.
- Initial remote diagnosis of Issues reported by the Customer’s staff. Where the issue is not resolvable immediately, the Supplier will also provide onward transmission of the request to the most appropriate resource.
- Remote support for issue resolutions. Where remote support does not cure or rectify the issue, a member of the Supplier’s staff may visit the Customer’s premises on request, for which the time will be deducted from Support Time, and the Customer will be charged reasonable expenses, the rates for which will be available on request.
- Remote training and/or consultancy services. If it is required, or requested by the Customer, Supplier staff will visit the Customer site and the Customer will be charged reasonable expenses, the rates for which will be available on request.
- A report, to be provided once per month, detailing all Issues logged during the period, detailing the Agreement end date and remaining Support Time on the Agreement.
11. Intellectual Property Rights
11.1 All Background Intellectual Property Rights shall remain vested in the relevant party.
11.2 To the extent that the provision of the Services requires the Supplier to modify, or to design and build original software for the Customer, whether in human or machine-readable form (“Developed Material”), the Intellectual Property Rights in such software and related documents shall remain vested in the Supplier.
11.3 The Supplier shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that the Customer may consider necessary to perfect the right, title and interest of the Customer in the Intellectual Property Rights in the Developed Material.
11.4 Any Intellectual Property Rights in the Third-Party Software and any associated documentation shall remain vested in the relevant third party.
12.1 This Agreement covers maintenance of the products and applications as detailed in Appendix A only.
13.1 This Agreement, together with its attachments, is the complete and exclusive statement of the Agreement between the parties concerning the matters contemplated herein, and supersedes all written and oral contracts, proposals and other communications between the parties.
13.2 The Customer agrees that the terms and conditions of any Purchase Order or other instrument issued by the Customer in connection with the subject matter of this Agreement, which is in addition to, or inconsistent with, the terms and conditions of this Agreement will not be binding on the Supplier and will not apply to this Agreement.
13.3 The Supplier retains the right to vary the terms and conditions of this Agreement at any time upon giving the Customer seven days’ notice and continued use of the service is deemed acceptance of these changes.
13.4 The Supplier will maintain a record of all Issues reported by the Customer. The record will include details of:
- Date and time of first report of the Issue
- Type of Issue reported
- Name of Customer’s representative reporting the Issue
- Description of reported Issue
- Name of Supplier’s representative assigned to the Issue
- Amount of Support Time consumed in the resolution of the Issue
- Final diagnosis and description of resolution
14. Data Protection
14.1 The Supplier maintains a Data Protection Management System which is reviewed annually. Copies of the policies governing this can be provided on request.
14.2 The Supplier will act in accordance with the Data Protection Act (2018).
14.3 An up to date copy of the Supplier’s Data Protection Policy will always be available online at the following address: https://strategy365.co.uk/data-protection-policy/
APPENDIX A – Scope and Supported Products
1. The core products that are supported pursuant to this Agreement are those which are comprised within the Microsoft Dynamics 365 application as follows:
- Microsoft Dynamics 365 Application *
- Microsoft Dynamics 365 Email Router (where applicable) *
- Microsoft Dynamics 365 App for Outlook
- Microsoft Dynamics 365 for Outlook (Outlook Client) **
* Where applicable, support for the server hardware and operating systems for these products are excluded from our support agreement. Where there are dependencies on associated technologies (such as Microsoft Exchange or SQL Server), the customer shall be solely responsible for their operation and maintenance.
** Whilst we will use best endeavours to resolve issues relating to the Outlook Client, often these issues are related directly to the individual PC, and not related to Dynamics 365 Online. In these circumstances the issue will be deemed out of scope from our support services.
2. The Microsoft Dynamics 365 Application shall be taken to include any customisations implemented by, or in conjunction with, Strategy 365 Limited.
3. Any additional products (such as Scribe Insight, Scribe Online, ClickDimensions or other third-party tools) that are to be included and supported under this agreement will be listed in this section of the individual agreement.
APPENDIX B – Software Updates/Patches
1. Rollback is not always possible with third party software updates and patches. Microsoft release most major releases with a rollback facility but smaller updates and patches are not always provided with this capability. Should a failure occur following such an upgrade or patch, the Supplier would need to physically restore the application from the backup taken prior to the deployment of the upgrade or patch. It will be the Customer’s responsibility to take a backup of the application prior to the installation of the upgrade or patch.
2. Microsoft is committed to ensuring that upgrades and patches are free of bugs. Where an upgrade or patch is found to introduce a bug or incorrect option, Strategy 365 Limited will take all possible steps to remedy the problem including reference back to Microsoft and, if necessary, restoration of the system to its previous state. This may require restoration of database backups, files, system state, customisations, registry restoration, or other changes.
3. To minimise the risk of bugs being introduced into the Customer’s specific implementation of the Microsoft Dynamics 365 application, Strategy 365 Limited recommends that a mirror of the live environment is created as a test platform. If no test environment is provided for development work, the Supplier cannot be held responsible for restoration of the original environment.
APPENDIX C – Contacts
1. The Supplier’s contact details for support services are:
- Telephone – 01782 916920 (option 2)
- Email – firstname.lastname@example.org
- Customer Portal – https://strategy365.microsoftcrmportals.com/
APPENDIX D – Escalation
1. Support Time Credits shall be awarded in respect of failure, where the failure is the sole failure of the Supplier to meet the Target Response Times set out in Clause 2. These must be claimed by the Customer in writing within 1 month of the Issue.
2. Support Time is awarded based on the severity of the reported issue as follows:
- Critical – Credit of 2 hours support time
- High – Credit of 1 hour support time
- Normal – Issue will be resolved free of charge without consuming any Support Time
- Low – N/A
- Request – N/A
3. Support Time Credits awarded in accordance with Appendix D shall entitle the Customer to claim from the Supplier any service laid out in this service agreement. Expenses, where appropriate, are not included.
4. Where the Customer exercises its rights to such services under Clause 3 above, the provision of such services shall be in full and final settlement of any claims that the Customer may have against the Supplier in respect of failures giving rise to the Service Credit exercised.
5. The total of all claims under this Agreement are restricted and capped at the value paid to the Supplier for the current un-expired Agreement.
APPENDIX E – Top-Up Support Time
1. Where the Minimum Term (or any subsequent period equivalent to the Minimum Term) has not yet expired and the Customer has exhausted the Support Time initially purchased;
- where the full amount of this Agreement has been paid and no further monies are due under this Agreement, the Supplier may at its sole discretion (which is not to be unreasonably withheld) permit the Customer to end this Agreement without incurring liability in respect of early termination, subject to the Customer entering into a further Agreement with the Supplier for a further 12-month term.
- where the full amount of this Agreement has not been paid (for example, if the Customer is paying by Direct Debit), this Agreement will continue for the full Minimum Term (or any subsequent period equivalent to the Minimum Term) for the purposes of collecting any remaining monies due under this Agreement. In these circumstances, if the Customer wishes to purchase additional Support Time, the Customer may enter into a new Agreement with the Supplier for a further 12-month term.
- Top-up Support Time can be bought when the Minimum Term, or any subsequent period equivalent to the Minimum Term, is not yet expired based on the current Support Time rate card in place at the time.
By signing this Agreement, the Customer confirms:
- Its agreement to these Terms & Conditions,
- That Strategy 365 Limited has been set as the Partner of Record (where possible) and has been given Delegated Administration access, for the products covered under this agreement,
- Authorisation for the signatory below to enter into this Agreement on behalf of the Customer.
APPENDIX F – Support Service Options
|Cost per Annum||£1,700*||£2,475||£3,300||£4,000||£5,813||£7,500||£10,875||£14,000**|
|No. of Days||2||3||4||5||7.5||10||15||20|
|No. of Hours||15||22.5||30||37.5||56.25||75||112.5||150|
|Rate Per Day||£850||£825||£825||£800||£775||£750||£725||£700|
All prices are excluding VAT
* minimum no. of days is 2
** please contact us for a quote of more than 20 days
By entering into a Support Agreement with Strategy 365, the Customer confirms:
- Its agreement to these Terms & Conditions,
- That Strategy 365 Limited will be set as the Partner of Record (where possible) and will be given Delegated Administration access, for the products covered under this agreement from the effective date,
- Authorisation for the signatory to enter into this Agreement on behalf of the Customer.
- Product and service updates will be provided to The Customer by email as part of the services provided under this agreement. By signing this agreement, The Customer is opting in to receive these updates.