Last updated – May, 2019 (v19.05-01)

End User Software Licence Agreement

Terms & Conditions

This Agreement sets out the terms and conditions under which Strategy 365 Limited shall provide licences via the Cloud Solution Provider (CSP) programme, to the named Customer, in conjunction with Microsoft and its licensing distributors.

This Agreement is made between:
(1) 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 (“Strategy 365”); and

(2) [Customer Name], a company registered in England & Wales under company number [number] whose registered office is at [full registered office address] (“the Customer”).

By agreement between the parties to this Agreement (“the Parties”):

1. This Agreement shall be entered into by the Parties starting on the above commencement date.

2. The products licensed under this agreement are for Microsoft cloud subscriptions.

3. The minimum term of this Agreement shall be 30 days following the first billing date.

4. Following the initial minimum term, unless terminated by either party in accordance with clause 14 below, this Agreement shall become a 30-day rolling agreement.

5. Microsoft cloud licences are supplied and provisioned by a Microsoft authorised licensing distributor.

6. The Customer authorises Strategy 365 to be given delegated administration access to its Office 365 tenant and will provide this access prior to commencement of this Agreement by following the instructions provided by Strategy 365.

7. The Customer authorises the Microsoft authorised licensing distributor to be given Cloud Solution Provider access to its Office 365 tenant and will provide this access prior to commencement of this Agreement by following the instructions provided by Strategy 365.

8. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs and/or security vulnerabilities. Subject to the other provisions of this Agreement, Strategy 365 gives no warranty or representation that the Software will be wholly free from any such things or will be entirely secure.

9. Prices quoted will be fixed for a period of 12 months, after which time Microsoft’s standard pricing at that time will prevail.

10. Licences and offers may only be available for a fixed period of 12 months, after which time they may be withdrawn by Microsoft. If a licence or offer is not available at renewal, Strategy 365 will advise on the most appropriate licence or offer available at that time.

11. Payment terms for licence invoices are strictly 30-days net OR Payment for licence invoices will be taken monthly by Direct Debit on the 26th of each month (delete as appropriate)

12. Invoices for licences are raised monthly by Strategy 365 on the 12th of each month, and cover the period up to the 11th of the following month. All active licences in the Customer’s tenant on the 12th of each month will be included in the invoice.

13. Strategy 365 Limited reserves the right to suspend any or all licences should any outstanding invoices become overdue from the Customer. This could result in the Customer and its users being unable to access the relevant software.

14. Either party may terminate this Agreement by giving the other party no less than 30 days’ notice in writing. However, for billing purposes, the actual termination date will be set as the end of the next billing period. This will equate to the 11th of the month following notice being served.

15. Within 30 days following the termination of this Agreement for any reason, the Customer must pay to the Strategy 365 any charges in respect of licences in effect before the termination of this Agreement and any other services provided and invoiced to the Customer before the termination of this Agreement.

16. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

17. Nothing in this Agreement will:

i. limit or exclude any liability for death or personal injury resulting from negligence;
ii. limit or exclude any liability for fraud or fraudulent misrepresentation;
iii. limit any liabilities in any way that is not permitted under applicable law; or
iv. exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by this Agreement, except to the extent permitted by law.

18.1. Subject to Clauses 17 above and 19. vi below, the limitations and exclusions of liability set out in this Clause 18 and elsewhere in this Agreement govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

18.2. Subject to clause 18.1 above, Strategy 365 will not be liable to the Customer in respect of any losses from or arising out of:

i. any Force Majeure Event;
ii. any loss of business, contracts or opportunities;fr
iii. any loss of revenue or income;
iv. any loss of profits or anticipated savings;
v. any loss or corruption of any data, database or software;
vi. any special, indirect or consequential loss or damage.

18.3. Subject to clauses 18.1 and 18.2 above:
i. The liability of Strategy 365 to the Customer under this Agreement in respect of any event or series of related events shall not exceed the greater of £1000 and the total amount paid and payable by the Customer to Strategy 365 under this Agreement in the 12-month period preceding the commencement of the event or events; and
ii. The aggregate liability of Strategy 365 to the Customer under this Agreement shall not exceed the greater of £2500 and the total amount paid and payable by the Customer to Strategy 365 under this Agreement.

19. General

i. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
ii. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
iii. This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
iv. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
v. This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
vi. Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.
vii. Subject to Clauses 17 and 19. vi above, this Agreement shall constitute the entire Agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
viii. This Agreement shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
ix. We reserve the right to change these Terms & Conditions at any time. Any changes will be notified to the Customer. An up to date copy of these will always be available at https://www.strategy365.co.uk/end-user-licence-agreement-terms

20.1. The Supplier maintains a Data Protection Management System which is reviewed annually. Copies of the policies governing this can be provided on request.

20.2. The Supplier will act in accordance with the Data Protection Act (2018).

20.3. An up to date copy of the Supplier’s Data Protection Policy will always be available online at the following address: https://www.strategy365.co.uk/data-protection-policy

By signing this Agreement, the Customer confirms:

(a) Its agreement to these Terms & Conditions,
(b) That it has read and accepted Microsoft’s separate terms & conditions which are attached hereto and form part of this Agreement,
(c) Authorisation for the signatory below to enter into this Agreement on behalf of the Customer.
(d) 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