1. General provisions

The Provider may include Microsoft software and/or cloud services into its services. The applicable terms of use, licensing conditions and liability provisions vary depending on the type of service activated by the Client.
The Supplier provides such Microsoft software and services in accordance with the relevant Microsoft licensing and distribution programmes applicable to the service in question.
The Client agrees to comply with all terms and conditions applicable to Microsoft products and services, including those not expressly set out in this document.

2. Services provided under SPLA (Service Provider License Agreement)

For hosting services, dedicated servers, virtual infrastructures or other similar services that include Microsoft software:

• the software is not sold to the Client;
• the Provider grants the Client a limited, non-exclusive and non-transferable right to use the software, valid only for the duration of the service;
• such right of use is granted under the SPLA agreement in force between the Provider and Microsoft;
• the Client shall not use the software outside the Provider’s infrastructure;
• the Client shall not copy, reproduce, distribute, sublicense or otherwise make the software available to any third party outside the scope of the service;
• upon termination or expiry of the service, all rights of use shall automatically and immediately cease.

The Microsoft products included in the service may include, by way of example: Windows Server operating systems, Microsoft SQL Server databases, Remote Desktop Services (RDS) and other Microsoft software.

3. Microsoft services under the CSP Subscription Model

For Microsoft services provided under the Cloud Solution Provider (CSP) subscription model:

• the Provider acts as a reseller, whether directly or indirectly, of Microsoft licences and/or subscriptions;
• the Client acquires a right to use the services, which is governed directly by Microsoft’s applicable terms and conditions (including, without limitation, the Microsoft Client Agreement or any equivalent agreement);
• the Client is solely responsible for accepting and complying with such Microsoft terms and conditions;
• the availability, continuity and functionality of the services depend exclusively on Microsoft;
• the Provider shall not be liable for any disruptions, interruptions, data loss or malfunctions attributable to Microsoft.

By way of example, Microsoft services provided under CSP model may include Microsoft 365, Exchange Online and other Microsoft cloud services.

4. Microsoft Azure Cloud Services

For services provided through the Microsoft Azure Cloud platform:

• the Provider provides services related to management, configuration, monitoring and support of the environment;
• the services are delivered using Microsoft's infrastructure, which remains under Microsoft’s exclusive control and responsibility;
• the Provider, where applicable, performs configuration, management and support activities without assuming any responsibility for the underlying Azure platform;
• the Provider shall not be liable for any platform downtime, data loss or service changes attributable to Microsoft, except as expressly set out in the Provider’s managed service SLAs;
• the Client acknowledges and accepts that:
  • the use of the services is governed by the applicable Microsoft terms and conditions (including, for example, the Microsoft Client Agreement);
  • the service levels (SLAs) relating to the infrastructure are defined solely by Microsoft.

5. References to Microsoft terms

The Client acknowledges that the use of Microsoft products and services is governed not only by these Terms and Conditions, but also by the applicable terms and conditions established by Microsoft, including, without limitation:

• Microsoft Client Agreement: https://www.microsoft.com/licensing/docs/customeragreement
• Microsoft Product Terms: https://www.microsoft.com/licensing/terms
• Microsoft Azure Service Level Agreements (SLAs): https://azure.microsoft.com/support/legal/sla/

These terms define the legal conditions for the use of Microsoft software and services and shall apply, where relevant, based on the specific services activated by the Client.
The Client is solely responsible for reviewing and accepting the applicable Microsoft terms, including through the Microsoft 365 and/or Azure portals, where required.
The Supplier may facilitate the Client’s enrollment as a Cloud Solution Provider (CSP) Client or partner; however, the Supplier does not enter into, accept, or execute any Microsoft agreements on behalf of the Client.

6. Client responsibilities

The Client is responsible for:

• the proper use of the services and licenses in accordance with applicable terms;
• the configuration, management and security of access;
• the accuracy of the data provided (e.g. number of users, configurations);
• compliance with all applicable Microsoft terms and conditions;
• all content,data and information stored, processed or transmitted through the services;
• ensuring the validity and compliance of any owned licenses used.

7. Limitation of liability

Subject to applicable mandatory laws:

• the Provider shall not be liable for any service disruptions, interruptions or malfunctions attributable to Microsoft;
• the Provider shall not be liable for any loss, corruption or unavailability of data attributable to Microsoft;
• the Provider shall not be liable for any changes to services, licensing models, or pricing introduced by Microsoft;
• any service level commitments (SLAs) relating to Microsoft services shall be exclusively those established and provided by Microsoft.

8. Changes and updates

The Client acknowledges that:

• the terms, licensing models and pricing of Microsoft services may modified from time to time;
• the Provider may update or adjust the services and the related costs to reflect changes imposed by Microsoft.

Changes to services or pricing resulting from amendments to Microsoft’s terms shall be communicated to the Client via the control panel and/or the email address associated with the Client’s account.
the Client may elect not to renew the relevant service by discontinuing payment upon expiry of the current billing period. In such case, the service will automatically terminate at the end of the paid period, without the need for further notice or formal cancellation.
Continued use of the service and/or payment of the applicable fees following notification of the changes shall constitute acceptance of the updated terms and conditions.

Examples of correct licensing

For our most common services:

- Virtual Private Servers (VPS)

Within virtualized environments, the Client shall use exclusively Microsoft licences provided by the Supplier under the SPLA (Service Provider License Agreement). The use of private Microsoft licenses, even if validly acquired, is not permitted, unless the Client can demonstrate compliance with applicable Microsoft requirements, including Software Assurance and Licence Mobility rights for the relevant software.

- Physical Dedicated Servers and Private Cloud Computing

It is possible to use both Microsoft products provided by the Provider under SPLA and private licenses. In the case of private licenses, the Client must provide the Supplier with a duly completed licence waiver form. The relevant template may be requested by submitting a support ticket via the control panel.

For the most common Microsoft services:

- Windows Server

A Windows Server license covers one physical machine plus one virtual machine created on the same physical machine (e.g. Hyper-V hypervisor plus one Windows virtual machine). In Virtual Private Server (VPS) and Physical Dedicated Server environments, Windows Server licenses must be purchased based on the server’s physical cores (the number of cores in the server’s physical processors, with a minimum of 8 cores per physical processor) or virtual cores (in the case of VPS).
In a Private Cloud Computing environment, Microsoft licenses must be purchased based on the physical cores (number of cores of the server’s physical processors) of the server and the number of physical servers forming the cluster providing the Private Cloud Computing service. For example, if the cluster consists of 3 Physical Dedicated Servers (configured for high availability) each with a single 8-core CPU, to cover a single VM it will be necessary to purchase 3 Windows Server licenses of 8 cores.

- Windows Server Datacenter Edition

A Windows Server Datacenter Edition licence assigned to a physical server permits the use of one physical instance (physical host) and an unlimited number of virtual instances (virtual machines) on that same server This licensing model is available exclusively for Physical Dedicated Server and Private Cloud Computing services.
In Dedicated Physical Server environments, licenses must be purchased based on the number of physical cores (minimum 8 cores per processor). In Private Cloud Computing environments, licenses must be purchased based on the number of physical cores and the total number of physical servers forming the cluster. By way of example, where a cluster consists of three (3) physical dedicated servers configured for high availability, each equipped with a single 8-core CPU, the Client must license all three servers. Therefore, a total of three (3) Windows Server Datacenter licences covering 8 cores each is required to properly license all virtual machines hosted within the cluster.

- MS SQL Server

In all cases, MS SQL Server licenses must be purchased based on either the server’s physical cores (minimum 4 cores per processor) or on virtual cores (in the case of VPS). In Private Cloud Computing environments, licenses must be purchased based on the virtual cores allocated to each virtual machine (i.e., Windows VMs running on your cluster) where SQL Server is installed.

- MSTS Licenses

Each Windows server is entitled for up to two users with Remote Desktop access, which are assigned by the Provider when the service is activated. Please NOTEthat if you require more than two users with Remote Desktop access, you must purchase an MSTS license for each user. In this case, the initial two included users are no longer applicable.

- Office Licenses

In all cases, the number of Office licenses must correspond to the number of MSTS licenses, i.e., the users authorized to access the server via Remote Desktop.

PLEASE NOTE

Under no circumstances may Microsoft software be installed without a valid and verifiable license.
The Provider reserves the right to verify the proper use of all Microsoft software licenses and to take action in the event of any misuse, non-compliance, or irregularity.