General Channel Authorization Terms and Conditions
1. Sales Competencies
| Product | Recommended Competency |
| All Products under the Channel Authorisation | Gold Certified status for the Cloud Competency |
| Microsoft Dynamics Online Services |
MPN Competency for Cloud Customer Relationship Management |
2. Additional Eligibility Criteria
(a) Company may not be a legal entity that is, controls, or is controlled by a Listed Provider. “Listed Providers” are entities identified by Microsoft at http://aka.ms/listedproviders. Microsoft may identify additional Listed Providers at http://aka.ms/listedproviders, as updated from time to time. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
3. Customer Agreement Acceptance Confirmation.
(a) A Customer must accept the then current Customer Agreement prior to Company’s placing orders for Products on that Customer’s behalf.
(b) Microsoft may independently obtain the Customer’s acceptance of the Customer Agreement. In the Partner Portal, Company may review an existing Customer’s account information to confirm whether that Customer has accepted the current Customer Agreement directly with Microsoft. If Customer has not already accepted the current Customer Agreement directly with Microsoft, Company may direct that Customer to directly accept the current Customer Agreement with Microsoft.
(c) If Company does not direct the Customer to directly accept the Customer Agreement with Microsoft, or the Customer doesn’t accept the Customer Agreement directly with Microsoft, then Company must secure, or must direct its Reseller (if Company is authorized to sell through Resellers) to secure, Customer’s acceptance of the Customer Agreement. Where Company secures the Customer’s acceptance of the Customer Agreement, Company will be required to confirm that Customer’s acceptance of the Customer Agreement to Microsoft in Partner Center, by providing the acceptance date, name of signatory and other relevant details, upon the creation of any new subscriptions. Failure to provide such record of acceptance through the confirmation process or through a Microsoft enabled Customer Agreement acceptance process may result in disablement of Customer’s account.
(d) For additional information about options about Customer Agreement acceptance and how to confirm a Customer’s acceptance of the Customer Agreement, see https://docs.microsoft.com/en-us/partner-center/confirm-customer-agreement.
4. Certain Security Terms and Obligations.
(a) Partner Portal Access, Multifactor Authentication Requirements.
- Microsoft may provide tools for Company to use to self-administer its Representatives’ access rights to the Partner Portal; it will be Company’s responsibility to use such tools to monitor and control its Representatives’ access. In the event that Company has no access to the self-administration tools, or if Company requires assistance, Company will contact Microsoft if a Representative should have their Partner Portal account terminated. Microsoft will endeavor to respond to such requests in a timely manner, but Company remains responsible for actions taken using access rights that were established for its Representatives.
- The requirement to enable a multifactor authentication service may be fulfilled by either (i) Company’s enablement of Security Defaults, or any other successor feature identified by Microsoft, for all users; (ii) Company’s purchase of a Microsoft offer that includes a multi-factor authentication service (for example, “Azure Active Directory Premium”); or (iii) Company’s purchase of a third-party “on-premises” multi-factor authentication service that supports Azure Active Directory federated services.
- If an offer or service, as described in items (ii) and (iii) above, is purchased in fulfillment of the requirement to enable a multifactor authentication service, then Company must apply and enforce the use of the underlying multi-factor authentication service for all users in their accessing any Microsoft Commercial Cloud portal or any underlying service.
- Any software application that is used to access the Partner Center API must adhere to the Secure Application Model, which is made available on Partner Portal.
(b) Security Suspension. In the event that Microsoft reasonably believes that either (i) continued Company access to any online tools or systems, including any Partner Portals, Microsoft has made available to Company, or (ii) continued provisioning of Products under the Channel Authorization, may contribute to (w) fraud, (x) misuse of or interference with Products (including violations of the Use Rights of Products), (y) the infringement, misappropriation or violation of Microsoft’s intellectual property rights, or (z) a Security Incident, then Microsoft may suspend Company’s access to such tools or systems or the provisioning of Products for the purposes of the investigation and mitigation of harm. Microsoft will give Company notice before suspending such access when reasonable.
(c) Management of Administrative Access, Privileges.
- Microsoft enables Company to perform certain administrative tasks on behalf of its Customers. If Company retains or obtains any Administrative Access Credentials of a Customer for any purpose or otherwise has access to or processes Customer Data, then Company must enter into an Independent Customer Agreement with Customer, with terms consistent with Data Protection Laws, governing Company’s use of Administrative Access Credentials and Customer Data.
- Customer must consent before administrative access is granted if (a) Company creates a new tenant on behalf of Customer in the Partner Center, or (b) Company requests a reseller relationship from an existing Customer. If Company has an existing reseller relationship with Customer with administrative access (Delegated Administrative Privileges or “DAP”), then Company may transition DAP to Granular Delegated Administrative Privileges (GDAP) without Customer consent.
- Company shall follow the "principle of least privilege" and obtain the minimum level of access privileges necessary to perform requested Customer administrative tasks. Customer may terminate or reduce Company’s administrative access privileges to Customer’s tenant at any time. Microsoft reserves the right to terminate or reduce Company’s administrative access privileges if Microsoft reasonably determines that Company is not actively managing Customer administrative tasks or has an unnecessary level of administrative permissions.
5. Support Terms
(a) Customer Service Level Agreement. The current Online Services Service Level Agreement can be found at: http://www.aka.ms/csla.
(b) Escalation Support. When submitting an incident, Company is responsible for setting the initial severity level in accordance with the severity table below. The incident severity will determine Microsoft’s estimated response times and levels, as well as Company’s expected response. Examples of support services that are commonly performed under Escalation Support include, but are not limited to: new or undocumented issues; code defects; or, service availability issues that are within Microsoft’s control. Company agrees Escalation Support will be provided only in the
English language and only for Products then being provided by Microsoft. If an Escalation Support issue cannot be resolved between Company and Microsoft on first contact, Microsoft’s and Company’s support personnel will re-engage for follow up.
(c) Support Metrics Reports. In the course of providing customer technical support, Company will store case information in an incident management system that will enable Company to generate monthly reports. Company agrees that Company’s relevant support personnel will: (y) complete help desk training before the launch of the Products in the Territory, and (z) stay current on the latest help desk training. Company and Microsoft mutually agree to share information for the purpose of optimizing the Product unless restricted by Laws or unless otherwise previously agreed upon by both parties. Such information includes:
- Qualitative reporting such as Microsoft Technical Support, Operational Support, Corporate Engagement Model, and other suggestions for future improvements.
- Quantitative reporting such as Company’s attach rates for Products compared to other Microsoft programs (such as Enterprise Agreements) and closure rates for Products, and new Customer acquisition and Company service attach success metrics.
The parties agree to treat the information reported under this section as Confidential Information as defined in the Agreement; provided, however, that Microsoft may disclose the data in an aggregated and anonymous format to its other resellers to show support trends.
(d) Severity Table. When Company contacts Microsoft to escalate a Customer issue, the incident will receive a severity level ranking based on the nature of the issue. This ranking will define the response guideline and on-going communication as Microsoft works to resolve the incident. The following table shows Microsoft severity and response guidelines.
| Severity | Definition | Initial Response Goal |
| A – Critical | One or more Products aren’t accessible or are unusable. Production, operations, or deployment deadlines are severely affected, or there will be a severe impact on production or profitability. Multiple users or Products are affected. | 2 hours |
| B – Urgent | The Product is usable but in an impaired fashion. The situation has moderate business impact and can be dealt with during normal business hours. A single user, Customer, or Product is partially affected. | 4 hours |
|
C – Important |
The situation has minimal business impact. The issue is important but does not have a significant current Product or productivity impact for the Customer. A single user is experiencing partial disruption, but an acceptable workaround exists. | 8 hours |
Company will designate escalation contacts for support related activities. Escalation
Support will be provided only to Company named contacts
(e) Business Continuity Management. If a Force Majeure Event inhibits the conduct of normal licensing or service operations, Microsoft may choose to immediately alter its operational procedures. In such cases, Microsoft will provide responsive instructions to Company. Company must follow such instructions until Microsoft declares its return to normal operations procedures.
(f) Azure Active Directory. Products may utilize “Azure Active Directory” for the complete customer experience. Company may be required to utilize “Azure Active Directory” to fulfill the Product to the Customer. Companies use of an alternative identity solution will not receive Escalation Support from Microsoft for identity-related issues.
6. Additional Business Policies for Products
(a) Partner Earned Credit. Company may earn a credit off invoice for eligible Products based on requirements and the calculation methodology determined by Microsoft and specified on the Price List and “Partner Earned Credit Offer Details” on the Partner Portal, as updated from time to time (a “Partner Earned Credit”). Partner Earned Credits are for the benefit of Company and are not subject to discount pass through obligations. Microsoft will adjust Partner Earned Credits based on returns, errors, or other adjustments to an invoice for the associated Products. If there is a discrepancy, dispute, or error regarding the amount of Partner Earned Credit, Microsoft and Company will resolve the amount earned through the process described for invoicing discrepancies, disputes, and errors. Microsoft may calculate Partner Earned Credits based on activities of and information from Company, Resellers (if Company is authorized to distribute through Resellers), and Customers. Company will provide Microsoft with timely, accurate, and complete information needed to determine the amount of Partner Earned Credit and will not misidentify, manipulate, fail to update, or otherwise misrepresent actions or information that may impact the amount of Partner Earned Credit. Company will promptly notify Microsoft if they become aware of any actions or information that may result in incorrect calculations of the Partner Earned Credit. If Company or its Resellers (if Company is authorized to distribute through Resellers) breach the obligations in this Agreement, Microsoft may, in
addition to any other remedies: (i) invoice Company for incorrectly calculated credits and Company will pay those amounts; and (ii) limit or eliminate Company’s eligibility for future Partner Earned Credits.
(b) Invoicing Currency.
- For Microsoft Azure plans, prices will be in United States dollars and invoiced in the currency applicable to the Customer location.
- Notwithstanding the foregoing, starting Q1 of calendar year 2021, if Company is located in the European Region and Market (as described at https://docs.microsoft.com/en-us/partner-center/regional-authorization-overview), then, for new Customers purchasing Azure plans, Company will be billed in the currency applicable to Company’s location. Following this initial phase, and during the 2021 calendar year, if Company is located in the European Region and Market, then billing for existing Customers who purchased Azure plans prior to Q1 of calendar year 2021 will be transitioned from the currency applicable to the Customer’s location to the currency that is applicable to Company’s location.
7. Other Terms
(a) Customer Satisfaction Surveys. For the purpose of optimizing the Products, Microsoft may enable Customers or Company to participate in Customer satisfaction surveys, including: (y) using online customer satisfaction survey tools as provided by Microsoft, or (z) sharing customer satisfaction results as collected by the Company and presented in a format that is mutually acceptable to Microsoft and Company.
(b) Price Lists. Prices for Products sold through the Channel Authorization will be in the currency applicable to Company and reflected on Company’s invoice. A list of countries and currencies is available from Microsoft. Prices will be communicated via one or more price lists that are posted on the Partner Portal. Microsoft may also make prices available via APIs or other tools for certain Products.
(c) Invoices. Microsoft will post Company’s invoices to the Partner Portal. Individuals who are authenticated in the Partner Portal as “Billing Admin” or “Global Admin” will have access to the invoice. The invoice will identify the price payable by Company in accordance with the pricing applicable to each Product. Microsoft’s standard payment terms are Net Sixty; some locations may differ, and any such terms will appear on the invoice to Company. Company must remit payments to the account identified in Microsoft’s invoice or another account Microsoft identifies. Payments not received within the required time frame may be assessed a finance charge of 1% of the invoice amount per month or the legal maximum, whichever is less.
(d) Billing Reconciliation and Disputed Amounts. Microsoft will issue billing reconciliation reports on a monthly basis corresponding to the offers. The billing reconciliation report for Software Perpetual License offers and Software Subscription offers may be provided separately from the billing reconciliation report for OLS Subscription offers. The billing reconciliation will contain billing reconciliation information on Products, discounts and credits. In the event of a settlement dispute between Microsoft and Company, a case incident will be opened by Company. Company and Microsoft will review and resolve any disputes with respect to the settlement report. Upon resolution, a credit may be issued for the following period’s invoice. For specific scenarios and examples of the invoice or billing reconciliation, refer to the Billing and Invoicing Guide found on the Partner Portal.
(e) Product Return Period, General
- Subscriptions. Unless otherwise provided herein, Company will have 168 hours (seven 24-hour days) from the date and time an order is placed to cancel a subscription. Subscriptions cancelled within 168 hours will receive a prorated refund for the unused time remaining in the subscription period, calculated in days. No refund will be provided for subscriptions cancelled after 168 hours.
- Perpetual Licenses. Company will have thirty (30) calendar days from the order date to cancel or reduce an order for perpetual software licenses. All cancellation or change requests for perpetual licenses must be accompanied by supporting Customer documentation as required by Microsoft, and will be subject to Microsoft’s review and approval. Company will receive full credit for any amount paid for perpetual software licenses canceled within 30 days. No refund will be provided for perpetual software licenses canceled after 30 days.
- Return Period for Non-Microsoft Product OLS Subscriptions.
- Once an order for an OLS Subscription that is a Non-Microsoft Product and is billed on a monthly basis is submitted, Company will have twenty-four (24) hours from placing the order to submit any cancellation request for such order. If Company submits a cancellation request within twenty-four (24) hours from placing the order, Company will receive a full credit on its next invoice. If Company submits a cancellation request after twenty-four (24) hours from placing the order, the cancellation will be scheduled to occur at renewal.
- Once an order for an OLS Subscription that is a Non-Microsoft Product and is billed on an annual basis is submitted, Company will have fourteen (14) days from the order date to submit any cancellation request for such order. If Company submits a cancellation request within fourteen (14) days from the order date, Company will receive a full credit on its next invoice. If Company submits a cancellation request after fourteen (14) days from the order date, the cancellation will be scheduled to occur at renewal.
- Return Period for Subscriptions in Chile. If Company is located in Chile, subscription orders for customers in Chile may only be cancelled within 240 hours (ten 24-hour days) from the date and time an order is placed to be eligible for a prorated refund for unused time, calculated on a daily basis. No refund will be provided for subscriptions cancelled after 240 hours.
- Notification of Cancellation of Subscriptions. Notwithstanding anything otherwise provided in the Channel Authorization, where the Return Period for a Product is shorter than the required period of prior notice that Company must provide to a Customer before canceling a Subscription, if any, such period of prior notice will be reduced to the applicable Return Period.
(f) Per User Offers.
- Per User Offers may be sold on a monthly, annual, or multiyear term.
- For Per User Offers sold on a monthly term, Company will be billed the full amount due upfront.
- For Per User Offers sold on an annual term, Company may choose to be billed on a monthly basis or to pay the full amount due upfront.
- For Per User Offers sold on a multiyear term, Company may choose to be billed on an annual basis or to pay the full amount due upfront. Monthly billing may be available for certain Per User Offers sold on a multiyear term.
- Company must confirm that each of the Customer’s end users are the primary user of a device running a Qualifying Operating System or other required operating system when required, as defined in the Product Terms (available at https://www.microsoft.com/licensing/terms/productoffering/WindowsDesktopOperatingSystem/MCA).
