Common use of RESOLD SERVICES Clause in Contracts

RESOLD SERVICES. 4.1 The Resold Services are provided subject to the service descriptions, characteristics, service levels, information security measures, terms of use and rights and remedies set out by the Resold Services Providers. 4.2 The Supplier shall pass through to the Customer the benefit of any warranties, indemnities and other remedies provided by the Resold Service Provider under its contract with the Supplier. If the contract between the Supplier and Resold Service Provider contains limitations and exclusions of liability, those limitations and exclusions shall apply as between the Supplier and the Customer in respect of the Resold Services, and the limitations on liability set out in the Call-Off Contract and terms and conditions shall be disapplied in respect of the Resold Services. The Supplier shall provide a copy or link to the Resold Service Provider’s terms and conditions on request (with commercially sensitive information redacted). 4.3 Subject to clause 4.2, if the Resold Service Provider is in breach of its contract with the Supplier, the Supplier shall pass to the Customer any compensation or damages recovered from the Resold Service Provider to the extent that they relate to loss or damage suffered by the Customer as a result of the Resold Service Provider’s breach of contract. The Supplier shall take such steps as it considers reasonable to enforce any rights and remedies available to it. If the Customer considers that additional steps should be taken, the Supplier shall facilitate the Customer itself taking such steps at its own cost (including taking action using the name of the Supplier as necessary provided that the Customer agrees to indemnify the Supplier in respect of any liabilities that it may incur as a result. 4.4 The Customer acknowledges that its rights to the Resold Services do not include any licence, right, power or authority to cause any part of the Resold Services to become subject to the terms of any licence, such as an open source software licence, that requires as a condition of use, modification or distribution of software subject to the excluded license, that it or other software combined or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. 4.5 The Customer acknowledges that with respect to the provision of Resold Services, the following matters are the responsibility of the provider of the Resold Services and are not the responsibility of the Supplier: 4.5.1 the definition of the Resold Services; 4.5.2 the technology solution which is used to provide the Resold Services; 4.5.3 the technical and organisational measures which apply to any data centres from which the Resold Services are provided; 4.5.4 the service levels (and service credits) which apply to the Resold Services; 4.5.5 the provision of tools and management information to support consumption-based billing, and the management of subscriptions, products and resources associated with the Resold Services 4.5.6 arrangements for business continuity and disaster recovery for the Resold Services; 4.5.7 the facilities which are made available to back-up and restore data; 4.5.8 the facilities available for the return of Customer Data to the Customer during and at the end of the Call-Off Contract. 4.6 With respect to Microsoft Cloud Services 4.6.1 the Customer acknowledges that the Supplier is a reseller of Microsoft products and services under the Microsoft Cloud Solution Provider (CSP) programme. 4.6.2 the Customer is able to purchase Microsoft Cloud Services from Microsoft via its Call-Off Contract with the Supplier through entering into an Order, which will enable the Supplier to place an order with Microsoft. 4.6.3 it is a requirement of the reseller agreement between Microsoft and the Supplier that the Customer accepts a Microsoft ‘Customer Agreement’ i.e. a binding contract between Microsoft and the Customer which applies to the Microsoft Cloud Services which are the subject of the Call-Off Contract. The terms of the Customer Agreement with Microsoft are not negotiable. 4.6.4 breach by the Customer of the Customer Agreement may lead to Microsoft suspending or terminating the Microsoft Cloud Services and/or taking legal action against the Customer (and potentially, the Supplier). The Supplier is not liable to the Customer for the lawful exercise by Microsoft of its rights under the Customer Agreement. 4.6.5 The Customer Agreement is made up of several parts: • the Microsoft Cloud Agreement – this can be found at the following link: ▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/en-us/partner- center/agreements • the Online Services Terms – these can be found by following the link at the following URL and selecting the English version: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ • the Online Services SLA – this can be found by following the link at the following URL and selecting the English version: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ 4.7 The Supplier shall have no liability to the Customer if the Resold Services Provider suspends or terminates the Resold Services as a result of the Customer’s breach of their obligations. 4.8 The Customer is responsible for notifying the Supplier to terminate the Resold Services. Where the supply of products or services under the Resold Services are subject to an automatic renewal in compliance with a notice period specified by the Resold Services Provider, the Resold Services shall continue until terminated in compliance with the provider’s own terms.

RESOLD SERVICES. 4.1 The Resold Services are provided subject to the service descriptions, characteristics, service levels, information security measures, terms of use and rights and remedies set out by the Resold Services Providers. 4.2 The Supplier shall pass through to the Customer the benefit of any warranties, indemnities and other remedies provided by the Resold Service Provider under its contract with the Supplier. If the contract between the Supplier and Resold Service Provider contains limitations and exclusions of liability, those limitations and exclusions shall apply as between the Supplier and the Customer in respect of the Resold Services, and the limitations on liability set out in the Call-Off Contract and terms and conditions shall be disapplied in respect of the Resold Services. The Supplier shall provide a copy or link to the Resold Service Provider’s terms and conditions on request (with commercially sensitive information redacted)request. 4.3 Subject to clause 4.2, if the Resold Service Provider is in breach of its contract with the Supplier, the Supplier shall pass to the Customer any compensation or damages recovered from the Resold Service Provider to the extent that they relate to loss or damage suffered by the Customer as a result of the Resold Service Provider’s breach of contract. The Supplier shall take such steps as it considers reasonable to enforce any rights and remedies available to it. If the Customer considers that additional steps should be taken, the Supplier shall facilitate the Customer itself taking such steps at its own cost (including taking action using the name of the Supplier as necessary provided that the Customer agrees to indemnify the Supplier in respect of any liabilities that it may incur as a result. 4.4 The Customer acknowledges that its rights to the Resold Services do not include any licence, right, power or authority to cause any part of the Resold Services to become subject to the terms of any licence, such as an open source software licence, that requires as a condition of use, modification or distribution of software subject to the excluded license, that it or other software combined or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. 4.5 The Customer acknowledges that with respect to the provision of Resold Services, the following matters are the responsibility of the provider of the Resold Services and are not the responsibility of the Supplier: 4.5.1 the definition of the Resold Services;; • the Microsoft Cloud Agreement – this can be found at the following link: ▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/en-us/partner- center/agreements • the Online Services Terms – these can be found by following the link at the following URL and selecting the English version: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ • the Online Services SLA – this can be found by following the link at the following URL and selecting the English version: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ 4.5.2 the technology solution which is used to provide the Resold Services; 4.5.3 the technical and organisational measures which apply to any data centres from which the Resold Services are provided; 4.5.4 the service levels (and service credits) which apply to the Resold Services; 4.5.5 the provision of tools and management information to support consumption-based billing, and the management of subscriptions, products and resources associated with the Resold Services 4.5.6 arrangements for business continuity and disaster recovery for the Resold Services; 4.5.7 the facilities which are made available to back-up and restore data; 4.5.8 the facilities available for the return of Customer Data to the Customer during and at the end of the Call-Off Contract. 4.6 With respect to Microsoft Cloud Services 4.6.1 the Customer acknowledges that the Supplier is a reseller of Microsoft products and services under the Microsoft Cloud Solution Provider (CSP) programme. 4.6.2 the Customer is able to purchase Microsoft Cloud Services from Microsoft via its Call-Off Contract with the Supplier through entering into an Order, which will enable the Supplier to place an order with Microsoft. 4.6.3 it is a requirement of the reseller agreement between Microsoft and the Supplier that the Customer accepts a Microsoft ‘Customer Agreement’ Agreement i.e. a binding contract between Microsoft and the Customer which applies to the Microsoft Cloud Services which are the subject of the Call-Off Contract. The terms of the Customer Agreement with Microsoft are not negotiable. 4.6.4 breach by the Customer of the Customer Agreement may lead to Microsoft suspending or terminating the Microsoft Cloud Services and/or taking legal action against the Customer (and potentially, the Supplier). The Supplier is not liable to the Customer for the lawful exercise by Microsoft of its rights under the Customer Agreement. 4.6.5 The Microsoft Customer Agreement is made up of several parts: • the Microsoft Cloud Agreement – this can be found at the following link: ▇▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/en-us/partner- center/agreements • the Online Services Terms – these can be found by following the link at the following URL and selecting the English version: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ • the Online Services SLA – this can be found by following the link at the following URL and selecting the English version: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ 4.7 The Supplier shall have no liability to the Customer if the Resold Services Provider suspends or terminates the Resold Services as a result of the Customer’s breach of their obligations. 4.8 The Customer is responsible for notifying the Supplier to terminate the Resold Services. Where the supply of products or services under the Resold Services are subject to an automatic renewal in compliance with a notice period specified by the Resold Services Provider, the Resold Services shall continue until terminated in compliance with the provider’s own terms.