This schedule (S2) applies when you buy Microsoft licences or subscriptions from us. It forms part of your Contract with our Customer Agreement. If you are buying as an individual for personal use, our Consumer Terms also apply and take priority.
Key points
- You must accept the Microsoft Customer Agreement before we can supply licences. Microsoft provides the services under it.
- Licences are bought on a monthly or annual commitment. Annual commitments are cheaper but are fixed for the year.
- Licences can only be cancelled or reduced at renewal. You must tell us at least 30 days before the renewal date, for monthly and annual licences alike. Otherwise you pay for the next term.
- Microsoft sets its own prices and can change them. We pass changes on with as much notice as we can.
- You can move your licences to another Microsoft partner if you leave us.
1. How we supply Microsoft licences
1.1 We supply Microsoft licences and cloud subscriptions, such as Microsoft 365, Dynamics 365, Power Platform, Copilot and Azure, as a Microsoft Cloud Solution Provider (CSP) partner. We do this either directly with Microsoft or through an authorised Microsoft distributor.
1.2 In this schedule:
- Commitment Term means the period you commit to pay for a subscription, such as one month or one year,
- Licence means a Microsoft licence or subscription we supply to you,
- Microsoft Customer Agreement means Microsoft's agreement with you for the use of its products and
- Renewal Date means the date a Licence's Commitment Term ends and a new one starts. For an annual Commitment Term, this is the anniversary of the date the Commitment Term started.
2. Microsoft's terms
2.1 Microsoft provides its products and services to you under the Microsoft Customer Agreement, together with the Microsoft Product Terms and the Microsoft Products and Services Data Protection Addendum. These are Third-Party Terms under clause 7 of the Customer Agreement.
2.2 You must accept the Microsoft Customer Agreement before we can supply Licences. Where you ask us to, we will confirm your acceptance to Microsoft on your behalf. By asking us to do so, you confirm that you have read and accepted it.
2.3 Microsoft is responsible for providing and operating its products and services, including their availability and any service level agreement Microsoft offers. We provide first-line support under clause 9. If Microsoft gives a service credit for your Licences, we will pass it on to you. Microsoft processes data in your Microsoft services as your processor under its own data protection addendum, as clause 1.3 of our Data Processing Agreement explains.
2.4 Our liability for Microsoft products and services is limited under clause 7.3 of the Customer Agreement. This does not limit our liability for our own services, such as setting up or managing your Licences.
3. Ordering and Commitment Terms
3.1 Most Licences are available on a monthly or annual Commitment Term. Some may be available for longer terms. The Commitment Term and billing frequency for each Licence are shown in your Order or account.
3.2 Monthly Commitment Terms usually cost more than annual ones, and their prices can change at each monthly renewal. Microsoft fixes the price of an annual Commitment Term for that term, although changes in tax, such as VAT, still apply. Annual Commitment Terms billed monthly cost more than those paid annually in advance.
3.3 You can add Licences at any time. Added Licences are charged from the date they are added, to the end of the current Commitment Term.
4. Cancellation and reductions
4.1 At renewal only. You can cancel a Licence, or reduce the number of Licences, with effect from its next Renewal Date. This applies to Licences on monthly and annual Commitment Terms alike.
4.2 30 days' notice. You must tell us at least 30 days before the Renewal Date, by email to support@saueglobal.com. We will confirm the change in writing. If we receive your request later than that, the Licence renews and the change takes effect from the following Renewal Date.
4.3 New orders. Once you have placed an order for a Licence, we do not cancel or reduce it during its first Commitment Term. Please check quantities and products before you order.
4.4 Paying for the term. You must pay for Licences for the whole of each Commitment Term that has started, even if you stop using them or your Contract with us ends. This is a non-cancellable commitment under clause 7.5 of the Customer Agreement.
4.5 Some products have different rules. For example, Azure reservations and savings plans have their own exchange and refund rules. We will tell you the rules for these products before you order.
4.6 Microsoft only allows changes to Licences in short windows. We need 30 days' notice so we can make changes reliably within them.
4.7 If you are a Consumer, this clause 4 does not limit your rights under clauses 3 and 6 of the Consumer Terms.
5. Renewal
5.1 Licences renew automatically at the end of each Commitment Term for the same term, unless you give notice under clause 4.2.
5.2 We will remind you at least 45 days before each annual Renewal Date, so you have time to review your Licence numbers before the 30-day notice deadline.
6. Charges
6.1 Licence Charges are billed monthly or annually in advance, as shown in your Order or account. Usage-based services, such as Azure consumption, are billed monthly in arrears based on usage.
6.2 Microsoft can change its prices. Annual Commitment Term prices are fixed for that term under clause 3.2. Other price changes are passed on to you under clause 7.4 of the Customer Agreement.
6.3 If Licence Charges are not paid, Microsoft or we may suspend the Licences after notice under clause 10.6 of the Customer Agreement. Suspended Licences can lead to loss of access to your data.
7. Using your Licences
7.1 You must use Licences in line with the Microsoft Product Terms, including any limits on users, devices and permitted use.
7.2 You are responsible for having enough Licences for your users. If we manage your Microsoft environment under our Managed Services Schedule, we will tell you if we see that you appear to need more Licences.
7.3 Microsoft has the right to check that its products are used in line with its terms. You will cooperate with any such check.
8. Administrative access
8.1 To manage your Licences and Microsoft environment, we ask for delegated administrative access through Microsoft's granular delegated admin privileges. You approve the roles we are given and can remove our access at any time.
8.2 We only ask for the roles we need for the services you have bought, and only use them for those services.
8.3 If you remove our access, we may not be able to provide some services. That does not reduce the Charges.
9. Support
9.1 We provide first-line support for Licence and billing questions and raise issues with Microsoft on your behalf where needed. Technical support for your Microsoft environment is covered by our Managed Services Schedule if you have bought it.
10. When your Licences end
10.1 When a Licence ends or is cancelled, Microsoft keeps your data for a limited period set by Microsoft, after which it is deleted. You are responsible for exporting any data you want to keep before then.
10.2 If you move to another Microsoft partner, we will cooperate with the transfer of your Licences in line with Microsoft's process. Where a Licence moves with its Commitment Term to the new partner, the new partner bills you from the transfer. Otherwise, clause 4.4 applies to the rest of the Commitment Term.
10.3 We will remove our delegated administrative access when the transfer is complete or when you ask.
11. If you are a Consumer
11.1 If you are buying as an individual for personal use, your cancellation rights under the Consumer Terms apply in addition to clause 4. We recommend a monthly Commitment Term, which gives you the most flexibility.