Terms of Sale

Cloud Services

Special Terms and Conditions: Microsoft CSP – Office 365

The Microsoft CSP Special Terms are and addendum to the Insight Terms of Sale for Cloud Services, and set forth the terms and conditions that are specific to the Cloud Services and related services being purchased by Client pursuant to this Order. To the extent these terms conflict with the Insight Terms of Sale for Cloud Services, the Microsoft CSP Special Terms will govern with respect to the Cloud Services and any related third party provided services described in this Order. Terms used but not defined herein will have the meaning given in Insight's Terms of Sale for Cloud Services.

1. SCOPE OF CLOUD SERVICES

INSIGHT IS RE-SELLING THE CLOUD SERVICES AND ANY RELATED THIRD PARTY PROVIDED SERVICES DESCRIBED IN THIS ORDER. UNLESS SPECIFICALLY IDENTIFIED AS ‘INSIGHT SERVICES’, INSIGHT ITSELF WILL NOT BE PROVIDING OR PERFORMING THE CLOUD SERVICES AND ANY RELATED THIRD PARTY OFFERED SERVICES DESCRIBED IN THIS ORDER. Furthermore, Insight is not responsible for the performance of such Cloud Services or third party offered services.

Sale of Cloud Services. The sale of the third party provided Cloud Services shall be governed by Insight’s Terms of Sale for Cloud Services located at https://hk.insight.com/en_HK/help/terms-of-sale-cloud.html.
Insight Services. Insight Services will be subject to the Insight’s Terms of Sale for Services located at https://hk.insight.com/en_HK/help/terms-of-sale-services.html.
Cloud Service Provider Terms (Microsoft). Clients use of the Cloud Services ordered pursuant to this Order will be subject to and governed by, without limitation, the following Microsoft terms and conditions, which are incorporated herein by reference:
1. MICROSOFT ONLINE SERVICE TERMS for the applicable Cloud Services procured and consumed by Client, located at http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=31; and
2. MICROSOFT CLOUD AGREEMENT (Asia and Pacific/Malaysia: English, Bahasa Malay) or (Asia and Pacific/Singapore: English, Chinese Simplified) with Microsoft located at: https://msdn.microsoft.com/en-us/partner-center/agreements; and
3. SLAs, located at: http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=37, respectively.

2. FEES, INVOICING AND PAYMENT

Fees for Cloud Services. Client will pay Insight all Fees for the Cloud Services that Client provisions, allocates, enables and actually consumes during the relevant monthly billing period. Notwithstanding anything to the contrary in the Insight Terms of Sale, Client may not receive any further written notice of Fees owed other than as set forth in Insight's invoice that will be based on actual reported use by Client in the applicable monthly billing period. Notwithstanding anything to the contrary, pricing for all Cloud Services procured pursuant to Order is subject to change without notice based on any pricing or program changes imposed by Microsoft generally.
Invoicing/Payment. Unless otherwise agreed to in writing between the parties, Client must pay all invoices in full within thirty (30) days of the invoice date.

3. CLIENT RESPONSIBILITIES

Client is responsible for all Microsoft licensing, use and policy requirements in connection with the use of the Cloud Services;
Client will be solely responsible for ensuring only its authorised personnel are enabling Cloud Services directly through a management portal (where applicable) or through Insight;
Unless otherwise expressly agreed to in writing, Client is responsible for any data migration of its data and any other related services outside of the Cloud Services or any purchased Insight Services;
Client will provide information reasonably requested by Insight, its suppliers or Microsoft, including, without limitation, any technical and related information, and any consents that Microsoft may need from Client necessary for Microsoft to enable the Cloud Services and will otherwise undertake the responsibilities applicable to Client set forth in the Service Provider Terms (as applicable);
Client agrees to cooperate with Insight in good faith by taking such further actions and/or executing such further agreements or instruments as may be reasonably required under the circumstances by Insight or Microsoft;
Client will use the Services for its own use and for legitimate business purposes and will not resell, sub-lease, sub-rent, or sub-license the Cloud Services to any third party;
Client will designate Insight as its Partner of record for Microsoft products and services; and
Client will be solely responsible for monitoring, validating and tracking all Cloud Services it enables, allocates and consumes. Usage and associated charges for excess usage will be determined based solely upon the collected usage information provided to Insight.

4. COMPETITION AND CONSUMER ACT (CCA)

Notwithstanding the foregoing, these Special Terms and Conditions must be read and construed subject to any statutory provisions, which cannot lawfully be excluded, restricted or modified. If any such statutory provisions apply then, to the extent to which Insight is entitled to do so and at Insight's option, Insight limits its liability pursuant to such provisions to the re-performance or refund of the cost of services under this Agreement.

5. PRIVACY; CLIENT DATA

Privacy. The Client shall (i) comply with all applicable legal requirements regarding privacy and data protection; and (ii) provide sufficient notice to, and obtain sufficient consent and authorization from, any party providing Personal Data to the Client, Insight and Microsoft to permit the processing of the data by Insight and Microsoft and their respective Affiliates, subsidiaries, and subcontractors as required in order to provide the Products and Cloud Services to the Client.

Microsoft and Insight may collect, use, transfer, disclose, and otherwise process the Client’s Data, including Personal Data, as described in the Microsoft Cloud Agreement.

Microsoft may send direct communications to Clients related to the terms of the Microsoft Cloud Agreement or the operation or delivery of the Product. The Client must provide Microsoft with accurate contact information for the administrator of each domain.
Client Data. The Client is required to pass to Insight some Client Data. The Client warrants that it is the data controller of the Client Data. The security, privacy and data protection commitments made by Microsoft in any Microsoft Cloud Agreement only apply to the Products purchased from Microsoft and not to any services or products provided by Insight. The Client agrees and acknowledges that in respect of any access to and processing of Personal Data: (A) Insight will only have access to and process minimal amounts of non-sensitive or non-special categories of Personal Data primarily to Microsoft CSP Cloud Services and related services which shall include processing for order fulfilment, account management and reporting purposes; and (B) other than the purposes described in sub-paragraph (A) above, Insight shall not be considered a data processor or data controller or in any other way have any responsibilities or liability (and Client holds Insight harmless) in respect of the use, processing, storage, transfer or access or otherwise in respect of Personal Data by and/or between Client on the one hand and Microsoft on the other hand which shall be subject to the arrangements and agreements entered in to directly between Client and Microsoft.
1. Insight shall use Client Data only to provide Client with the Products and the support services specified in these CSP Special Terms and to assist Client in the proper administration of the Products. Additionally, Insight shall only access and disclose to law enforcement or other government authorities data from, about or related to Client, including the content of communications to the extent required by law (or to provide law enforcement or other government entities access to such data).
2. If Insight receives a request for Client Data either directly from a law enforcement agency or as redirected to Insight, then Insight shall redirect the law enforcement agency to request that data directly from Client. If compelled to disclose Client Data to law enforcement, then Insight shall promptly notify Client and provide a copy of the demand, unless legally prohibited from doing so.
3. Client consents and authorises Insight, Microsoft (and their service providers and subcontractors) at Client’s direction to access and disclose to law enforcement or other government authorities data from, about or related to Client, including the content of communications (or to provide law enforcement or other government entities access to such data). As and to the extent required by law, Client shall notify the individual users of the Products that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities and shall obtain the users’ consent to the same.
4. Neither Insight nor Microsoft provide a back-up service for the Client Data unless additionally purchased by the Client. The Client is responsible for the back-up of Client Data. Neither Insight nor Microsoft shall be liable for the loss of Client Data as a result of the Client’s failure to back up such Client Data.