1 Subscription; Services; Service Levels 1.1 Subscription Customer will have access to the Subscription in accordance with the relevant cloud provider’s terms of use or similar cloud provider agreement, which Customer administrator will be required to accept. SoftwareONE will not accept any liability and Customer holds harmless SoftwareONE for Customer’s incompliance with any such cloud provider terms. The Subscription does not expire and will have no end date. Each Subscription will have its own billing cycle depending on activation date with the cloud provider. Coverage and terms are indicated within the specific Addendum. 1.1.1 Subscription Type: License Based “License Based Subscription” provides usage and support rights while your Subscription remains active. • License Based Subscription, which for example includes Microsoft Office 365. • Valid Subscription pricing will be provided in a written quotation from SoftwareONE. • Based on Customer billing cycle selection SoftwareONE will invoice monthly, quarterly, half-yearly or annually, subject to prepayment by the Customer. • License Based Subscription is available for periods of twelve (12), twenty-four (24) or thirty-six (36) months “Subscription Term”. • License Based Subscription must include a Purchase Order as defined in Section 2.1. 1.1.2 Subscription Type: Usage Based “Usage Based Subscription” is a pay as you consume Subscription. • Usage Based Subscription, which for example includes Microsoft Azure or AWS. • Usage Based Subscription will be billed monthly in-arrears. • Usage Based Subscription is available for periods of twelve (12), twenty-four (24) or thirty-six (36) months “Subscription Term”. 1.2 Services and Service Levels The Customer may subscribe to the following services: 1.2.1 Managed Service Subscription “SoftwareONE Cloud Managed Service” is provided by SoftwareONE to assist with cloud services provided under this CSA. SoftwareONE Cloud Managed Service can be selected individually based on the License Based Subscription or Usage Based Subscription requirements of the Customer. SoftwareONE Cloud Managed Service inclusions are defined in the specific Addendum. This is purchased as part of the binding order. The Customer acknowledges that from time to time during the Subscription, SoftwareONE may enhance SoftwareONE Cloud Managed Service, and that such enhancements may result in changes to the functionality of the offering and/or the user experience through Cloud Support Online. The Customer shall not be subject to any additional charges arising from enhancements to SoftwareONE Cloud Managed Service unless explicitly stated in advance by SoftwareONE as defined in the Price Guarantee as per Section 2.5. 1.2.2 PyraCloud Cloud Consumption “PyraCloud” is a Software as a Service (“SaaS”) platform, which provides tracking, management, and consumption analytics for forecasting and budgeting cloud resources for your nominated IT Administrator(s) and named Authorized Contacts. Usage of PyraCloud is subject to acceptance of the PyraCloud Terms of Use available through www.pyracloud.com. 2 Other Terms 2.1 Addendum Each Subscription requires a completed Addendum prior to the commencement of the Subscription Term. 2.2 Purchase Orders Each Subscription requires a binding purchase order prior to commencement of the Subscription Term (as applicable). 2.3 Order of Precedence If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Addendum, Cloud Service Agreement, terms and conditions and the master agreement (if in place). 2.4 Subscription Changes Subscription changes may be initiated at any time during the Subscription Term by the Contract Administrator(s) as defined in the contract. Additions to a License Based Subscription require either a; 1. binding purchase order for additional services, or 2. written notification by the Contract Administrator, IT Administrator and Billing Administrator Contacts defined in contract. Additions to a License Based Subscription will be invoiced pro-rata. Reduction to License Based Subscription requires a written notification by a Contract Administrator, IT Administrator or Billing Administrator Contact as defined in the contract, subject to the following: • Reduction to License Based Subscription shall not fall below the minimum Subscription volume defined in Section 2.3 • Reduction to License Based Subscription during the Subscription Term will not be credited for remainder of the then current Subscription Term. Subscription Term change may be initiated through a written notification provided by the Contract Administrator or Billing Administrator Contact as defined in contract. 2.5 Minimum Subscription Volume License Based Subscription(s) are subject to a minimum of twenty (20) licensed users in the Cloud Support Subscription environment defined in Section 1.2.1. Usage Based Subscription(s) which maintain zero (0) usage for six (6) months will be subject to suspension and eventual termination as defined in Section 3.2. 2.6 Payment and Billing Terms 2.6.1 Invoicing Customer invoice will be sent to the Contact and address indicated in contract. The invoice will contain the service period, tenant name and your reference ID selected at the start of the services. 2.6.2 Billing Terms For License Based Subscription SoftwareONE will invoice the Customer at the Effective Date and on the defined billing cycle, subject to no change as per Section 2.2. For Usage Based Subscription SoftwareONE will invoice the Customer monthly. Usage Based Subscription reports can be viewed on PyraCloud. Unless actively reduced as per Section 2.2 or terminated as per Section 3, your Subscription will continue to be active and invoiced as per the Billing Term. 2.7 Price Guarantee License Based Subscriptions generally have a twelve (12) month price guarantee commencing from Effective Date. Should there be a change in pricing SoftwareONE shall use reasonable efforts to provide Customer at least thirty (30) calendar days’ notice for the next Subscription Term. 2.8 Digital Partner of Record For Subscriptions which include Microsoft cloud products licensed through Open, Direct or Enterprise Agreements (“EA”) Customer will assign SoftwareONE as Digital Partner of Record. Digital Partner of Record is assigned to both License Based Subscription (Microsoft Office 365, Microsoft Dynamics CRM Online, Microsoft Intune and Enterprise Mobility Suite) and Usage Based Subscription (Microsoft Azure). Digital Partner of Record indicates to Microsoft that SoftwareONE is the Customer support partner. 2.9 Administrative Access Customers subscribing to SoftwareONE Cloud Managed Service as part of this Cloud Service Agreement will allow administrative access to the Subscription(s) defined in the Addendum. Administrative access allows SoftwareONE to provide the services as defined in this Cloud Service Agreement. 2.10 Billing Address SoftwareONE will create new Customer Subscriptions with the address information as provided in the contract. Customers with an existing cloud provider Subscription must verify the address information registered to the existing Subscription. This address information must be the same as contract. Access to products and pricing is dependent on the address information provided in the contract. 2.11 Limited Warranty; Disclaimer; Limitation of Liability and Damages Each party represents and warrants that: (i) they have full power and authority to enter into this CSA; and (ii) the execution of this CSA will create a binding agreement between the parties. Customer represents and warrants that Customer shall properly backup its user data and other system information at all times and understands that SoftwareONE will not have any liability whatsoever, under any circumstances, for any damages suffered by Customer as a result of improper backup situations or lost data, for any reason, in connection with the Subscription. Complementing this, the provisions of the Agreement shall apply. 2.12 Change Procedure In the event that SoftwareONE and/or the Customer wishes to make a change to the Cloud Service Agreement, said party shall complete a contract change form, shown in this Cloud Service Agreement, and submit the completed contract change form to the respective party. Upon the signature of a contract change form by both parties the contents of such contract change form shall be deemed to be agreed and incorporated into the Cloud Service Agreement with effect from the agreed and effective date specified in the contract change form. Neither party shall have any obligation to commence or comply with any changes to the Cloud Service Agreement until such time as both parties have signed the appropriate contract change form. Neither SoftwareONE nor the Customer shall unreasonably withhold its agreement to any reasonable change requested through the contract change procedure. 2.13 Changes Not Made Known If you have made any change to the CSA that you did not bring to SoftwareONE attention in a way that is reasonably calculated to put SoftwareONE on notice of the change, the change shall not form part of the Agreement. 3. Term and Termination 3.1 Term and Termination Rights a) This Cloud Service Agreement is effective from the Subscription creation date as set out in the Order Confirmation for the selected Subscription and will remain in effect until terminated by either party as provided herein. b) Customer may terminate a Subscription within this Cloud Service Agreement within two (2) months of the Effective Date without penalty. c) If Customer terminates a Subscription after two (2) months of the Effective Date, Customer termination is subject to two (2) months’ notice. In addition, Customer will be subject to pro rata invoicing for the remainder of the Subscription Term for products or services provided by a third party where early termination clause(s) exist. d) Each party may terminate this Cloud Service Agreement or part thereof including a purchase order with immediate effect by notifying Customer in writing if: I) there is an insolvency event of the other party; II) the other party has committed a breach of this Cloud Service Agreement or a purchase order which is irremediable or the other party has committed a material breach of this Cloud Service Agreement or a purchase order which is capable of remedy and it has failed to remedy the breach within fourteen (14) days of receiving notice; III) the other party commits a series of breaches of this Cloud Service Agreement or a purchase order and collectively the breaches constitute a material breach of this Cloud Service Agreement. e) The Customer herewith expressly acknowledges that non-payment may result in the suspension of access to the Subscription or termination of the same and partial or complete loss of customer data stored within a Subscription. For purposes of this Section 3, “non-payment” means Customer failure to pay all undisputed invoices when due. If that situation occurs, SoftwareONE will serve Customer Billing Administrator and Contract Administrator as defined in contract - Authorized Contacts with a notice to suspend Subscription for non-payment and reference the applicable invoice. If Customer does not pay SoftwareONE within five (5) days from receipt of that notice, SoftwareONE has the right to suspend the Subscription without further notice to Customer until the applicable invoice has been paid in full. 3.2 Consequences of termination a) It is the sole responsibility of the Customer to ensure the any data, which has been stored on the cloud provider environment, is secured and backed up. At completion of this CSA, Customer data is subject to the data retention policies defined by the cloud provider.