These Terms and Conditions govern the provision of Cloud Services by Misco Technologies Limited (“Misco”) to its customers. By ordering and using these services, you (“Customer”) agree to the terms outlined here and any additional terms provided by the Vendor, which govern service use, compliance requirements, and service-level agreements.
The agreement applies to Microsoft Cloud products and services, such as online seat-based services (e.g., Microsoft 365) and consumption-based offerings (e.g., Microsoft Azure), and includes obligations related to service usage, support, payment, and data protection.
1. INTERPRETATION
1.1. In this document the following definitions apply:
“Adobe VIP Agreement” means the terms and conditions governing produc use as outlined at https://www.adobe.com/uk/howtobuy/buying-programs/vip-terms.html;
"Agreement" means this document and any relevant Vendor agreement, including the Microsoft Customer Agreement and Adobe Value Incentive Plan (VIP) Terms and Conditions;
"Customer Data" means all data provided to Microsoft and Misco by the Customer or on its behalf;
"Microsoft Customer Agreement" means the terms governing product use as outlined at Microsoft Licensing https://www.microsoft.com/licensing/docs/customeragreement;
"Products", “Services” and “Cloud Services” means the cloud services set out in the Order;
"Order" means the purchase order form or similar document provided by the Customer to Misco to obtain services;
"Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by Misco;
"Term" means the duration of the subscription or service commitment as defined in the applicable Order;
“Terms and Conditions” means the terms and conditions set out in this document;
“Vendor” means the party providing cloud services or products to the Customer, such as Microsoft Corporation, which offers the Microsoft Cloud Services under this Agreement. The Vendor may include other entities supplying services, software, or hardware relevant to this Agreement.
1.2. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.3. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4. Words in the singular include the plural and vice versa.
1.5. A reference to writing or written includes emails.
1.6. In the event of any conflict between any documents that make up a Contract, the order of precedence shall be as follows:
1.6.1 any specific terms accepted by Misco relating to the Order;
1.6.2 the Terms and Conditions;
1.6.3 Microsoft Customer Agreement.
2. ORDER AND SUBSCRIPTION TERMS
2.1. All Orders submitted by the Customer are subject to acceptance by Misco and the applicable terms of the Vendor’s Agreement. The Customer agrees that any conflicting terms presented on its own purchase orders or other documentation will not be binding unless expressly agreed upon by both parties.
2.2. Each subscription will automatically renew based on the specific product’s renewal terms, such as annual renewal for seat-based services. The Customer may terminate the subscription by providing notice at least 60 days before the end of the current subscription period.
2.3. The Customer may request changes to their subscription (e.g., quantity adjustments or variations in services) by notifying Misco. Misco will endeavour to accommodate such changes, but all modifications are subject to the Vendor’s policies and may involve additional fees.
3. CUSTOMER ACKNOWLEDGEMENTS
3.1. The Customer acknowledges that:
3.2. Access to and use of Microsoft Cloud Services is granted based on adherence to the Microsoft Customer Agreement. By placing an Order, the Customer confirms they have reviewed and accepted these terms, available at Microsoft Licensing.
3.3. Vendor may in its absolute discretion accept or reject the Customer’s order and/or refuse to supply Products to the Customer;
3.4. The Customer agrees to provide accurate and complete information to Misco and understands that this information is essential for determining appropriate services. Misco will rely on the details provided by the Customer to configure and deliver the products effectively.
3.5. The Customer warrants that each end-user accessing the services will do so from a device running a qualifying operating system as specified by Microsoft (such as the Windows Desktop Operating System). Detailed operating system requirements can be found here.
4. VARIATION AND CANCELLATION
4.1. The Customer may request updates to their account information or adjustments to their subscription quantities by contacting Misco. Any changes are subject to approval by the Vendor, and fees may apply as set forth in the Vendor’s pricing guidelines.
4.2. Misco may amend these Terms to reflect changes in applicable laws or the Vendor’s policies. Misco will provide at least 30 days’ notice for any such amendments. Continued use of the services after the notice period will constitute acceptance of the updated terms.
4.3. For Seat-Based Online Services under the New Commerce structure, the Customer has a 24-hour window from the Order date to cancel without penalty. After this window, cancellation rights will follow the Vendor Agreement’s policies, and the Customer may be liable for any applicable charges.
5. SUPPORT TERMS
5.1. The Customer may designate up to two administrators who are authorized to obtain support for Cloud Services. These administrators can be updated by notifying Misco, and they are the primary contacts for support requests. Misco is not obligated to provide direct support to end-users unless specified otherwise.
5.2. Misco provides a base level of support, including onboarding guidance, account setup, and basic troubleshooting for Cloud Services. Detailed support offerings and response times are outlined in the Support Schedule. Additional support or escalation may be available at an extra charge, as defined in Misco’s support options.
5.3. Misco will have Delegated Administration Permissions (DAP) by default to enable the provision of first line support to the Customer. In the event Customer does not provide Misco with delegated administration rights or revokes such rights at any time, Misco shall be under no obligation to provide Support to the Customer.
5.4. Misco may adjust its support offerings as needed, provided that any changes do not have a material adverse effect on the Customer’s business operations. Misco will notify the Customer of any significant changes in support coverage. Third-Party Support
5.5. For purchases made through the Microsoft Marketplace, Misco provides first line support for Customers. For technical issues that require further escalation, Misco will raise and manage the necessary ticket directly with the relevant Vendor.
5.6. For Cloud Services provided by other vendors, support for is typically provided by the relevant Vendor. Misco will facilitate billing and payment support but is not responsible for the technical support of third-party products unless specifically agreed upon.
6. DATA PROTECTION
6.1. Both Misco and the Customer agree to comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018, in relation to personal data processed under this agreement.
6.2. Customer has sole responsibility for the accuracy and reliability of all Customer Data. The Cloud Services rely on Customer Data as supplied by Customer, and Misco is not liable for the content of Customer Data. Except as required under applicable law, Misco does not assume any duty or obligation to correct or modify Customer Data.
6.3. Customer acknowledges that Misco is a transactional party and resells the Cloud Services of the Vendor. As such, the processing of personal data shall be subject to the arrangements and contract terms directly between Customer and Vendor.
6.4. Each Party shall process personal data in accordance with all applicable data protection legislation including without limitation the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations, and secondary legislation) as amended from time to time (the “Data Protection Legislation”). Terms used throughout this section including “data controller”, “data processor”, “data subject”, “personal data” and “processing” are as defined in the Data Protection Legislation.
6.5. Personal data processing will be accomplished through electronic and non-electronic means, for the purpose of the terms and conditions.
6.6. Customer is responsible for obtaining the consent of all Customer related data subjects whose personal data is provided to or otherwise made available to Misco in accordance with these terms and conditions.
6.7. To the extent Customer discloses or transmits Customer Data to a third party, Misco is no longer responsible for the security, integrity, or confidentiality of such content outside of Misco’s control.
6.8. To the extent required by Applicable Law, Customer shall notify the individual users of the Products or Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities and shall obtain the users’ consent to the same.
6.9. Misco’s privacy policy shall apply to orders placed. A copy of the policy can be found on Misco’s website at https://www.misco.co.uk/content?oid=privacy.
6.10. Notwithstanding any other provisions, Customer agrees that Misco shall not be considered a data processor or data controller or in any other way have any responsibilities or liability in respect of the processing of personal data pursuant to Cloud Services provided by the Vendor.
6.11. Upon termination of this agreement, Misco will, at the Customer’s request and cost, delete or return personal data processed on behalf of the Customer. For data held by the Vendor, the Customer is responsible for managing data deletion directly with Microsoft as needed.
7. PRICE AND PAYMENT
7.1. The price of the Products and Services shall be the price set out in the Specification Document (the “Price”).
7.2. Unless otherwise expressly agreed in writing, the Price does not include the costs of VAT, and any other applicable customs or excise duties or taxes, where applicable. These charges will be added to all invoices at the rate ruling on the date of invoice. Misco reserves the right to correct any pricing errors prior to accepting an Order.
7.3. Misco may revise prices before delivery if there are changes in costs, such as exchange rate fluctuations or third-party charges. If an adjustment is needed, Misco will notify the Customer, who may then confirm or cancel the Order at the revised price.
7.4. Invoiced amounts shall be due and payable within 30 days of receipt of invoice. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order for payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
7.5. If the Customer fails to make any payment due to Misco under the Agreement by the due date for payment, then:
7.6. Misco shall be entitled to cancel the Agreement;
7.7. Misco shall be entitled to suspend any further Services to the Customer;
7.8. The Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount and an administration charge of 5% of the total amount due.
7.9. In case of continued non-payment or an Insolvency Event, Misco may terminate the agreement without liability.
7.10. Notwithstanding the above, Misco reserves the right to withdraw any credit facilities afforded to the Customer at any time, without notice.
8. LIMITATION OF LIABILITY
8.1. Nothing in these terms limits either party’s liability for:
8.2. death or personal injury caused by negligence or that of its employees, agents or sub-contractors;
8.3. Fraud or fraudulent misrepresentation; and/ or
8.4. Breach of the terms implied by section 12 of the Sale of Products Act 1979.
8.5. Misco shall not be liable for any service interruptions or delays caused by the Customer’s actions, third-party vendors, or issues beyond Misco’s control. Additionally, Misco is not responsible for any failures or delays attributable to Microsoft’s service performance, as these are covered under the Microsoft Customer Agreement.
8.6. Neither Misco nor the Customer shall be liable for indirect, special, or consequential losses, including but not limited to lost profits, revenue, or goodwill, even if such losses were foreseeable.
8.7. Subject to clause 8.1, each party’s total liability for any claims arising under this agreement is limited to 100% of the total fees paid by the Customer over the prior 12 months, except where liability cannot be limited by law.
9. TERMINATION
9.1. Subscriptions for seat-based services will automatically renew for an additional 12-month term unless either party provides at least 60 days’ notice of intent not to renew. Consumption-based services can be terminated by either party with 30 days’ notice.
9.2. Either party may terminate this agreement immediately if the other party commits a material breach that cannot be remedied or fails to remedy a breach within 15 days of receiving notice. Misco may also terminate if the Customer fails to make payment or if Microsoft terminates the Customer's access to services.
9.3. Upon termination, all access to Vendor Cloud Services will cease. The Customer must ensure data migration within 30 days for annual subscriptions or 7 days for monthly subscriptions. Outstanding fees will be invoiced and payable in accordance with Misco’s payment terms.
10. ASSIGNMENT
10.1. Misco may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of all of its rights or obligations or delegate its duties under this Agreement.
10.2. The Customer shall not be entitled to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of all of its rights or obligations or delegate its duties under this Agreement without the prior written consent of Misco.
11. SEVERABILITY
11.1. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed, and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
12. VARIATION
12.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13. WAIVER
13.1. The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
14. NOTICES
14.1. Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
15. ENTIRE AGREEMENT
15.1. This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
16. NO THIRD PARTIES
16.1. Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
17. GOVERNING LAW
17.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
18. JURISDICTION
18.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter, or formation.