1 Description of the service(s)

Transcription

1 Service Agreement CloudOffice powered by Office 365 You (the Customer ) and Telenet Telenet s details Telenet N.V. Registered office: Liersesteenweg 4, 2800 Mechelen, Belgium VAT BE RLP Mechelen Hereinafter referred to as Telenet have agreed as follows: Telenet undertakes to deliver to the Customer the Services specified in the Contract. The Customer confirms that he has read the Contract. The Contract is composed of the General Terms and Conditions; this Service Agreement and its service-specific provisions that supplement the General Terms and Conditions; and the annexes that are an integral part of it. These annexes are the Service Level Agreement and the Order Form. Telenet and the Customer are also referred to individually as the Party and jointly as the Parties. The General Terms and Conditions can be found on the Telenet website. The Customer accepts the terms of the Contract.

2 1 Description of the service(s) 1.1 General The Service, CloudOffice powered by Office 365, is based on Microsoft Office 365 and contains the cloud versions of familiar, trusted software for , communication and collaboration, such as: Office 365 Platform Office 365 Desktop applications Office Web Apps Exchange Online SharePoint Online Lync Online Onedrive for Business The Customer receives some or all of the cloud services listed above, depending on the package selected. A full technical description of Microsoft Office 365 is available at: See the following link for a description of the minimum hardware and software requirements: 2

3 1.2 Plans List of Plans Microsoft has created various combinations of the abovementioned services, each of which is offered as a package (referred to as a Plan ). The list of Plans that Telenet offers is available at Combination of Plans Telenet offers the Customer the option of selecting a Plan for each End User based on the End User's specific needs. It is important to note that certain Plans cannot be combined. The Customer can find more information about which Plans can be combined at It is also not possible to migrate an End User to a non-combinable Plan Maximum end users per Plan For some Plans, Microsoft has placed a restriction on the number of End Users per Plan. The Customer can find more information about these limits at 3

4 2 Service-specific provisions 2.1 Use of the Service(s) General After the Customer has placed the order and the environment has been activated for the Customer on Microsoft Office 365, the client can begin using the Service(s). Telenet distinguishes 3 roles in the use of the Service(s): Buyer; Administrator; End User Buyer MyCloud In MyCloud ( the Buyer can see the number of ordered active licences, cancel licences and order more Administrator - Microsoft Online Portal On the Microsoft Online Portal ( the Administrator can manage the ordered active licenses, assign them to the End Users, and configure their own Microsoft Office 365 environment. Any configuration on the Customer's own infrastructure, such as installing the Office 365 desktop applications on PCs, laptops and the like, must be done by the Customer End User - Microsoft Online Portal On the Microsoft Online Portal ( the End User can use the licences they have been assigned, as well as configure/install them on their own infrastructure, if applicable. 4

5 2.2 Administration & Invoicing Invoicing Telenet will always invoice the Customer for the ordered licences, regardless of whether the licences have been assigned to an End User by the Administrator or whether the End User actually uses the Service(s). The prices stated on the Order Form are per month. If the Customer possesses a licence for part of a month, the price will be charged on a pro-rata basis for the period that the Service was available to the Customer (this applies to both the month in which a licence is ordered and the month in which it is cancelled). Ordered active licences will be invoiced once every 3 months. Any one-off costs (activation, migration, etc.) will be invoiced monthly Prices All prices are shown in euros and exclude VAT Payment methods All invoices are payable within 30 days of the invoice date Duration of the Contract The Contract shall commence on the date of its signing. The Contract will remain in force until 3 years after the date of the total commissioning of the configuration defined at the time of the signing of the Contract. It will be prolonged by tacit renewal for periods of one (1) year annually thereafter, unless either of the Parties cancels by registered letter at least three (3) months prior the end of the contractual period or any tacit renewal period. 5

6 2.3 Terms of use Termination of the Service(s) The Customer and those to whom the Customer provides access to the Services are not permitted to use the Services: in a manner prohibited by laws, regulations or government regulations or decrees; to violate the rights of others; to in any way attempt to obtain unauthorized access to services, data, accounts or networks or to disrupt same; to falsify header information or protocols (e.g. by means of spoofing ); to spread spam or malware; in a manner that may damage the Services or hinder their use by others; for purposes involving a high level of risk (i.e. where an error in or failure of the Services can lead to death, personal injury or severe material or environmental damage) Telenet and its licensors may modify or terminate the Services in any country where there is any current or future government requirement or obligation that subjects Microsoft to any regulation or requirement not generally applicable to businesses operating there, presents a hardship for Microsoft to continue operating the online service without modification, and/or causes Microsoft to believe these terms or the online service may be in conflict with any such requirement or obligation. For example, Telenet reserves the right to modify or terminate the online service in connection with a government requirement that would cause Microsoft to be regulated as a telecommunications provider Upon cancellation of an End User license the End User's Customer Data will be deleted. Upon suspension of the Services, the End User's Customer Data shall be deleted after ninety (90) days. 6

7 2.4 Migration The migration of the Customer's current environment to Microsoft Office 365 is done under the full responsibility of the Customer. This applies regardless of whether Telenet has made tools available, provided support, and even if Telenet has carried out the migration at the Customer's request. Telenet cannot be held liable for any damages suffered by the Customer during the migration. 2.5 Support The Service offers two (2) types of support contracts: Standard Support and Premium Support. With Standard Support the customer can make use of Telenet's first-line support during office hours (weekdays from 8:00 to 19:00) via a ticketing system, by or by telephone. Standard Support provides the Customer with support for use of the Telenet & Microsoft Office 365 control panels and basic support for the installed software during office hours. For support tasks that are not included in the standard service or tasks that must be performed more quickly than established in the Service Level Agreement, Service Credits are required. In addition to Standard Support, Telenet also offers 24/7 Premium Support for time-critical interventions, no matter what the hour of the day or day of the week. Premium Support is only available on the basis of Service Credits or a fixed monthly fee. Note: It is only necessary for the Customer to have one Premium Support Contract. All active hosting subscriptions are then automatically covered by that contract. The Customer can find more information about which services are normally included in the support contract at: 7

8 2.6 Customer Data The Customer Data (i.e. all data, including all text, sound, or image files and software) provided to Telenet via the Services by or on behalf of the Customer are stored in Microsoft's data centres. These data centres may be located outside Belgium/Europe. When the Customer sends Customer Data for use in the context of a Service that facilitates communication or collaboration with third parties, the Customer agrees that these third parties then have the possibility to: copy, distribute, display, publish and modify the Customer Data publish the name of the Customer in connection with the Customer Data, and enable others to do the same. Certain Services may provide other features that limit the ability of third parties to do this. It is the Customer's responsibility to make use of such functionality to the extent this is appropriate for their intended use of the Customer Data. The Customer agrees to grant Telenet those rights with respect to their Customer Data that are necessary to provide the Customer with the Services without violating the rights of any third party or subjecting Microsoft to other obligations to the Customer or any third party. Microsoft does not accept obligations set forth in a separate licence or other agreement that applies to the Customer's Customer Data or the use of the Services The Customer Data (i.e. all data, including all text, sound, or image files and software) provided to Telenet via the Services by or on behalf of the Customer are stored in Microsoft's data centres. These data centres may be located outside Belgium/Europe Personal data that is collected via the Services may be transferred, stored and processed in the United States of America or any other country in which Microsoft or one of its service providers has facilities. This includes all personal data that the Customer collects while using the Services. By using the Services the Customer agrees to the transfer of personal data to foreign countries. The Customer also agrees that the Customer provides sufficient authorization to people whom the Customer provides personal data to: send these data to Microsoft and its affiliates, and to convey, store and process this information. If the Customer is an educational institution, the Customer is responsible for any parental consent for the use by End Users of the Services, to the extent this is required under applicable law. 8

9 The Customer should refer to the privacy statement for Microsoft's online service ( for more information on how the Customer Data can be collected and used Customer Data will only be used to provide the Services to the Customer. This may also include troubleshooting for prevention, detection or repair of issues affecting the operation of the Services and the improvement of functionality related to the detection of and protection against new threats to the Customer (such as malware or spam). Telenet will not use the Customer Data nor extract data from it for advertising or other commercial purposes. Telenet reveals no customer data to third parties (including the competent authority, other government entities or a civil litigant, but excluding Telenet suppliers), unless required to do so by law. If third parties contact Telenet with a request for Customer Data, Telenet will try to refer them to the Customer to obtain this data directly. In connection with this, Telenet may provide third parties with the Customer's basic contact details. If Telenet is compelled to reveal Customer Data to third parties, Telenet will take commercially reasonable efforts to notify the Customer of the disclosure in advance, unless this is prohibited by law. The Customer is responsible for replying to requests by third parties in connection with the Customer's use of the Services, such as a request to remove content under the Digital Millennium Copyright Act Microsoft implements reasonable and appropriate technical and organizational measures, as described in the security overview applicable to the Services, available at to help the Customer secure their Customer Data processed or accessed by the Services against accidental or unlawful loss, access or disclosure. 2.7 SLA In terms of the product, Telenet adopts the SLAs (Service Level Agreements) as employed by Microsoft. The Customer can find more information about this at 9

10 2.8 Product Use Rights for Office The Services are offered to the Customer by Telenet in conformity with the Microsoft terms and the applicable Product Use Rights for Office The Customer acknowledges and agrees that the Contract between Telenet and the Customer is subject to the Product Use Rights for Office 365. The latest version of the Product Use Rights for Office 365 at the time of signature of the Contract applies. The latest version can be found via the following internet link: The use of the Services under licence is subject to the terms of the Product Use Rights for Office 365. If the Customer does not accept the terms of the Product Use Rights for Office 365, they may not use the licensed service in question, nor will Telenet be obliged to provide it. 2.9 Domain names It is the Customer's responsibility to make the necessary DNS changes so the Service can be used effectively. Customers with a domain name registered at Telenet can easily do this via the Telenet control panels. 10

11 3 Microsoft minimum requirements 3.1. It is Telenet, and not Microsoft or its partners, which provides support for the Services based on Microsoft Office The Customer acknowledges and agrees that Microsoft receives and uses its data in order to deliver Microsoft Office 365 and meet its obligation within the framework of such delivery The Customer acknowledges and agrees that the benefits of certain provisions of the Contract are not only intended for Telenet, but also for Microsoft and its partners, licensors and suppliers, and that each of these parties has the right to claim the benefits stemming from these provisions The Customer acknowledges and agrees that Microsoft may suspend, terminate or modify Microsoft Office 365 for legal, regulatory, security or other reasons or if Microsoft believes in good faith that the Customer is infringing Microsoft Office 365 or abusing this product in any way. Neither Microsoft nor Telenet is liable to the Client and/or any third parties with regard to the suspension, termination or modification of Microsoft Office

12 4 Liability In the event of attributable non-performance by Telenet in the fulfillment of the Contract, Telenet is only liable for demonstrable, direct damages, provided that the Customer has first notified Telenet of the non-performance in writing and Telenet has been granted a reasonable period of time to meet its obligations. Under no circumstances can Telenet be held liable, even in the case of gross negligence, for any indirect or consequential damages, including loss of profit, loss of opportunity, loss/damage to data, and damage as a result of force majeure, unless such negligence was intentional. The total amount of the compensation and interest that the Customer would be entitled to in the event Telenet was proven to be liable is limited to the greater of (i) 50,000 or (ii) the amounts paid to Telenet by the Customer during the previous 12 month period, per claim per year. 12