Thank you for choosing Insight as your trusted Cloud Care provider. This Microsoft Cloud Care Reseller Agreement (the “Agreement”) sets out the terms and conditions which apply to the sale by Insight (also referred to as “We”) of certain Microsoft Products to the Reseller (also referred to as “You”). Capitalized terms which are not defined in the text can be found in the last section of this Agreement.
I. WHEN THIS AGREEMENT TAKES EFFECT
This Agreement take effect on the date when Products are provided.
II. ACCEPTING THIS AGREEMENT
If you are an individual accepting this Agreement on behalf of an entity, you represent that (i) you have the legal authority to accept this Agreement on that entity’s behalf, (ii) you have read and understand the terms of this Agreement and (iii) you agree, on behalf of the entity that you represent, to the terms of this Agreement. This Agreement consists of the following terms and conditions, but also includes any referenced and/or incorporated attachments, schedules and exhibits together with applicable purchase orders. All of these documents together form full agreement between the You and Insight.
YOU EXPRESSLY AGREE THAT BY ACCEPTING THESE TERMS, THESE TERMS TOGETHER WITH ANY TERMS & CONDITIONS REFERENCED IN THESE TERMS FORM THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES AND REPLACES AND SUPERSEDES ANY PREVIOUS AGREEMENTS OF THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING IN RESPECT OF ANY EXISTING SUBSCRIPTIONS YOU MAY HAVE ORDERED FROM INSIGHT.
III. PARTIES TO THE AGREEMENT
You are purchasing the Microsoft Products and Cloud Care from Insight. When We talk about Insight in this Agreement, here’s what We mean.
If You are procuring Products in the United States, Your Agreement is with Insight Direct USA, Inc.
If You are procuring Products in Canada, Your Agreement is with Insight Canada, Inc.
If You are procuring Products in Europe or in APAC, Your Agreement is with the Insight entity identified on the website where the Products are purchased or otherwise as notified by Insight.
IV. MICROSOFT’S TERMS
Reseller must maintain its status as a registered member of the Microsoft Partner Network (MPN) and provide Insight with the MPN ID.
Each Customer must accept the relevant Microsoft Customer Agreement to order Products from Reseller. By placing an order Reseller (i) represents and warrants that Customer has accepted the Microsoft Customer Agreement terms and (ii) Reseller agrees to pay Insight for all Customer orders it submits for Products. Insight and or Microsoft may accept or reject any proposed Customer at their discretion. In relation to each acceptance by Customer of a Microsoft Customer Agreement, the Reseller shall provide the following information to Insight:
i. Date of acceptance;
ii. Name of person who accepted;
iii. Email of person who accepted;
iv. Phone (optional) of person who accepted.
If Customer does not accept the terms of the Microsoft Customer Agreement or Reseller does not provide the required information detailed above related to the acceptance, Reseller shall be liable to Insight for any costs and damages incurred by Insight as a result of such failure. Should Insight make a request in writing, Reseller shall provide evidence of Customer’s acceptance of the Microsoft Customer Agreement.
V. MICROSOFT COMMERCIAL MARKETPLACE
Insight is also authorized to participate in the Microsoft Commercial Marketplace and provide certain Third-Party Offers to Reseller. Insight makes these offerings available to Reseller subject to the respective program rules, terms and conditions imposed by the developers and publishers of those offerings, including the Vendor Terms and not this Agreement (except as set forth herein). However, regardless of how Reseller (or Reseller’s end customer) purchases Third-Party Offers on the Marketplace, Insight will still serve as Reseller’s billing agent and Reseller will pay Insight as invoiced for Reseller’s (or Reseller’s end customers’) Marketplace purchases in accordance with this Agreement. In addition, the following terms and conditions of this Agreement shall apply to any Marketplace purchases: Sections IX (Financial Terms for All products) and XIV (Warranty and Indemnity Obligations). Insight reserves the right to charge an administrative fee for any Marketplace purchase made directly with a third-party developer or publisher (also called an Independent Software Vendor, or “ISV”).
VI. AUTHORIZATION, PRODUCT CHANGES AND SUBSCRIPTION MANAGEMENT
A. Orders and Territory. Reseller is only authorized to resell, distribute, market or otherwise dispose of Products within its designated Territory. Reseller may not collect orders or receive payments for Products from any Customer located outside the Territory. Reseller’s Affiliates are not authorized to perform under this Agreement.
B. New Releases of Existing Products. Reseller acknowledges and agrees that Microsoft may modify a Product, or may release a new version of a Product at any time and for any reason including, but not limited to, to address Customer needs or otherwise address competitive demands, to respond to a government regulation, order, or law, or to advance innovation in its Product offerings. Microsoft reserves the right to add new features or functionality to, or remove existing features or functionality from, a Product. Insight may modify this Agreement, including pricing, on notice to the Reseller to the extent necessary due to any such changes made by Microsoft.
C. Product and Subscription Management. Reseller will perform certain functions associated with the purchase, activation, support and management of Customer Subscriptions and Products. Those functions may be performed through the Portal or other processes or tools identified by Insight. Any required functions may be further described in the Program Guide. Reseller acknowledges and agrees that from time to time Microsoft may update the processes and tools needed to perform those functions, as Microsoft in its sole reasonable discretion deems appropriate, and Reseller may be required to implement such updates or changes to continue to perform the functions.
D. Academic, Charity and Government Products. Microsoft may provide Products that are identified as academic, charity or government. Reseller must have Microsoft’s approval to purchase such Products and Reseller may provide such Products only to Customers that meet Microsoft’s qualification criteria.
VII. COMMERCIAL PRODUCT TERMS
The Microsoft terms and conditions governing the Product(s) Reseller purchases for resale to Customers will depend on the nature of the Product. These terms are determined by Microsoft and are maintained at https://www.microsoft.com/licensing/terms/product/UniversalLicenseTerms/MCA. The features of the Products, including but not limited to length of Subscriptions and cancellation rights are determined by Microsoft. Reseller is responsible for complying with Microsoft’s terms and any consequences of Reseller’s non-compliance, regardless of whether Microsoft actively or directly enforces its terms.
A. A Note on Cancellation. For all Products, Reseller/Customer will have thirty (30) days after a cancellation to migrate any Customer Data to either a new Subscription with Insight, with Microsoft directly, or some other service. Reseller/Customer shall be responsible for any migration process including any associated costs.
B. Additional Azure Terms The following additional terms shall apply to the purchase of Azure Products:
VIII. DELIVERY OF PRODUCTS
Reseller must provide Customers with the administrative log in credentials Microsoft provides for accessing the applicable Product. Upon receipt and acceptance of a valid order for Products, Insight will provision the Product for the benefit of the applicable Customer based on the Customer information provided.
IX. FINANCIAL TERMS FOR ALL PRODUCTS
A. Product Fees. Insight’s Fees for Products are available at the Portal, or through any other process designated by Insight. Insight may change the price lists by publishing an updated price list to the Portal or by notice in writing.
B. Usage. Unless otherwise agreed or as selected by the Reseller, the Reseller’s order for actual usage shall be automatically generated on a monthly basis. Insight shall invoice the Reseller on a monthly basis for actual usage.
C. Payment Terms. If Reseller fails to make any payments by the due date which shall be 30 days from the date of invoice, Insight may take any of the following actions:
(i) Insight reserves the right to charge interest of 1.5% per month or the maximum allowable by applicable law, whichever is less, for any undisputed past due Fees.
(ii) Insight may hold all pending orders, suspend further shipments or Customer access to Products under any agreement between until Insight receives all payments due under this Agreement;
(iii) Insight may suspend existing Customer Subscriptions until Insight receives all payments due (and for the avoidance of doubt, the Reseller shall be responsible for ongoing payments during any period of suspension.
(iv) Reseller may not withhold payment or take deductions from any invoice amount (by offset, counterclaim, or otherwise) before Insight issues a credit. This includes returns, rebates, price adjustments, billing errors, shipping claims, handling fees, allowances, remittance costs and other charges.
D. Financial Statements, Credit, Security. Insight may offer Reseller credit. Credit terms may vary by Territory or country. Insight may revise or withdraw Reseller’s credit, starting when Insight notifies Reseller, if Reseller’s financial conditions change. If Insight withdraws Reseller’s credit, all outstanding amounts will become immediately due and payable. Payment will then be made when orders are placed, or otherwise as Insight directs.
At any time during the term of this Agreement, Insight may require one or more bank guarantees or other forms of security, in amounts, in a form, and with a bank acceptable to Insight.
The Reseller should immediately notify Insight in case of any changes in the structure of its organization including: (a) significant changes in ownership; (b) changes in company name (both legal name and trade /business name); (c) mergers/amalgamations/divestments; (d) location changes; or (e) changes in the operational activities of the organization. Changes in relation to the legal name or registered address of the Reseller should be signed by an authorized signatory of the Reseller and should be supported by: (x) an excerpt from the company register or equivalent institution in the country; and (y) an updated tax certificate showing the tax/VAT registration numbers after the change.
E. Customer Credit Worthiness and Collection Guidelines. Reseller will decide whether or not to extend credit to its Customers. A Customer’s failure to pay Reseller will not relieve Reseller of its payment obligations to Insight, even in the case of insolvency.
F. Taxes. All amounts Reseller must pay under this Agreement do not include any Taxes. Reseller must pay Taxes imposed on or with respect to its activities in connection with this Agreement, if any, and Insight and or Microsoft will have no responsibility for the payments. Reseller must pay or reimburse Insight for all Taxes which are permitted to be collected by Insight under applicable law. Reseller may provide a valid exemption certificate in which case Reseller will not be charged the Taxes covered by such certificate, and further Insight and or Microsoft will be under no obligation to apply credits for any periods for which Reseller had not timely submitted a valid exemption certificate. If Reseller is located in a jurisdiction that utilizes the VAT numbers for tax identification purpose, it will provide Insight with its VAT number together with its address details.
If income taxes are required to be withheld by any government on payments to Microsoft or Insight, Reseller may deduct such taxes from the amount owed and pay them to the appropriate taxing authority; provided however, that Reseller promptly secures and delivers an official receipt for those withholdings and other documents reasonably requested to claim a foreign tax credit or refund. Reseller will ensure that any taxes withheld are minimized to the extent possible under applicable law. Reseller remains obligated to pay Insight for the amount of tax withheld until Reseller provides to Insight the official receipt and other documents reasonably requested.
The withholding taxes referred to in this section apply to withholding taxes required by the taxing authorities on payments to Insight only and do not include any withholding taxes suffered by Reseller for payments made to Reseller by its Customers. Those withholding taxes will be Reseller’s financial responsibility.
This tax section shall govern the treatment of all Taxes arising as a result of or in connection with this Agreement notwithstanding any other section or any other document included in this Agreement.
X. SUPPORT
A. Customer Support. Reseller must provide support services to Customers for all Products it resells. Reseller will be the point of contact for its Customers for all operational or technical support questions related to the Products. Reseller is responsible for informing Customer of Reseller support processes. If a Customer contacts Microsoft directly for support, Microsoft at it sole discretion may offer Customer support or redirect Customer to Reseller. Examples of support services include, but are not limited to: account set-up; sign up, accounts and billing; “how to” articles and FAQs; service and software updates; software configuration; performance issues within Reseller span of control; Customer connectivity and Customer desktop; and service availability issues within Reseller span of control.
B. Escalation Support. Microsoft will provide Reseller escalation support through Insight for undocumented scenarios and service impacting events. “Escalation Support” is defined as support that Reseller cannot reasonably provide to Reseller Customers because it does not have the necessary training, documentation and/or support tools. During the term of this Agreement, Reseller must resolve the documented support incidents without escalation to Insight. If Insight determines that Reseller is inappropriately escalating issues then, upon request by Insight, Reseller will meet to discuss a remediation plan. If Insight determines that remediation is necessary, Reseller will provide a report to Insight of Reseller support capabilities and will perform any necessary additional training of its personnel to support the remediation plan.
C. SLAs, Product Credits. Microsoft makes certain service level commitments to Customers in the SLA. If a Customer makes a claim on the SLA, Reseller must escalate the claim to Insight for review. Insight will review the claim with Microsoft according to the standard SLA review process. Insight will then credit the Customer or Reseller that submitted the SLA claim at least the amount Microsoft has paid Insight for the SLA credit. Customer is eligible for credits not to exceed the total monthly Subscription estimated retail price (“ERP”). Microsoft reserves the right to audit outages on a per Subscription or per service basis at any time. Nothing in this section will preclude Reseller from proactively providing credits to Customers who make a claim on the SLA prior to submitting a claim to Microsoft; provided, however, that the claim will remain subject to validation by Microsoft according to the standard SLA review process and, in the event the claim is determined by Microsoft not to be valid, Reseller will be solely liable for any credits it advanced to Customers. ANY CREDITS OR TERMINATION RIGHTS DESCRIBED UNDER MICROSOFT’S SLAs SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF RESELLER IN CONNECTION WITH ANY UNAVAILABILITY OF THE PRODUCTS OR BREACH OF SUCH SLAs.
D. Cloud Care support. Insight’s support offering is Cloud Care. Insight will provide Reseller (but not the Reseller’s Customers) with support for the term of this Agreement in accordance with Exhibit C below (excluding Resellers located in Europe with legacy Cloud Care Lite, Cloud Care Essentials or Cloud Care Advanced offerings, where Insight shall provide such Resellers with the applicable Service Description until the next anniversary date of the Reseller’s Cloud Care Agreement, at which point Exhibit C shall apply upon renewal). Insight’s technical support and Reseller’s requests for support shall be in the English language only. The Reseller shall also provide support for data integration tools and processes developed or maintained by the Reseller in order to connect the Products to the Reseller’s other software and databases.
XI. TERM, DISABLEMENT AND SUSPENSION
A. Term. This Agreement will remain in effect until one year after signature date, unless terminated earlier as set forth below. This Agreement will automatically renew for successive one (1) year terms unless either party gives the other thirty (30) days’ written notice of its intent to not renew (and provided all Subscription have expired (or are set to expire by the date of termination); in other words, as long as You have an active Subscription which was purchased through Insight, this Agreement will be effective and govern that Subscription.
B. Disablement. Reseller may request that Insight disables or suspends a Customer’s Subscription in case of subscription payments being in arrears. Depending on the Product, Customer will have limited or no access to the Product. Reseller is responsible for Insight’s charges for Product during any period of suspension. Customer Data will be deleted after a period of 90 days’ suspension. Neither Insight nor Microsoft will be liable in any manner whatsoever to the Reseller or Customer arising out of Insight’s disablement or suspension of Subscriptions. Microsoft may disable a Customer’s Subscription for legal or regulatory reasons or as otherwise permitted under this Agreement and Microsoft will notify Insight of a disablement as soon as commercially reasonable. Insight agrees to notify the Reseller of the same. If Microsoft disables the Subscription for legal or regulatory reasons, billing will be suspended until the Subscription is re-enabled.
C. Termination Without Cause. Insight may terminate this Agreement at any time without cause and without intervention of the courts by giving not less than thirty (30) days’ written notice.
D. Termination for Cause. If a party breaches any term of this Agreement, the other party can terminate this Agreement for cause. The terminating party will give the breaching party not less than thirty (30) days’ written notice and opportunity to cure the breach if the cause for termination is curable. A party will be allowed to cure a breach once, if a party breaches the Agreement for the same reason as a prior breach such as late payment, then the other party may terminate the Agreement immediately. If the cause for termination is not curable, termination is effective immediately upon written notice from the terminating party. Disclosure of confidential information including the disclosure of specially negotiated Customer terms, misappropriation of Microsoft’s intellectual property, and insolvency, bankruptcy or other similar proceedings, are grounds for immediate termination. . Where Insight terminates this Agreement for the Reseller’s breach under this Section XII (D), Reseller Data may be permanently deleted. It is the responsibility of the Reseller to ensure that Reseller Data is backed up appropriately.
E. Effect of Expiration or Termination.
(i) When this Agreement ends or is terminated, Reseller must immediately stop using all rights granted by this Agreement. Reseller must also pay Insight any amounts due under this Agreement.
(ii) Termination of this Agreement terminates all and any amendments or addenda under this Agreement.
(iii) If this Agreement expires or is terminated for any reason other than a breach by Reseller: (i) Insight will, subject to the terms of this Agreement, continue to provide Products to Reseller in respect of Customers with an active Subscription for the shorter of 12 months or the minimum period of required performance by Reseller under its applicable Microsoft Customer Agreement; and (ii) Reseller will, subject to the terms of this Agreement, continue to provide Products to Customers with a binding Microsoft Customer Agreement for the shorter of 12 months or the minimum period of required performance by Reseller under such Microsoft Customer Agreement.
F. Waiver of Rights and Obligations. Each party waives any right or obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this Agreement.
G. Survival. The following sections will survive any termination or expiration of this Agreement: Effect of Expiration or Termination, Survival, Privacy; Customer Data, Product Warranties, Compliance with Laws and Microsoft’s Anti-Corruption Policy, Warranty and Indemnity Obligations, Limitations on and Exclusions of Damages, Government Restrictions, and General.
XII. PRIVACY; CUSTOMER DATA
A. Privacy. Reseller shall (i) comply with all requirements of the Data Protection Legislation; and (ii) if required by the Data Protection Legislation, provide sufficient notice to, and obtain sufficient consent and authorization from Customers and any other party providing Personal Data to Reseller, Insight and Microsoft to permit the processing of the data by Reseller, Insight and Microsoft them, and their respective Affiliates, subsidiaries, service providers and subcontractors as required in order to provide the Products and Cloud Services to Customers. Microsoft and Insight may collect, use, transfer, disclose, and otherwise process data, including personal data, as described in the Microsoft Customer Agreement. Microsoft may send direct communications to Customers related to the terms of the Microsoft Customer Agreement or the operation or delivery of the Product. Reseller must provide Microsoft with accurate contact information for the administrator of each Customer domain.
B. Customer Data. Reseller is required to pass to Insight Customer Data. Reseller warrants that it is the data controller of the Reseller Data or agent of the data controller of the Customer Data.
(i) Except as Reseller and Customer may otherwise agree, Reseller shall use Customer Data only to provide Customer with the Products and the support services specified in this Agreement and the Program Guide and to assist Customer in the proper administration of the Products. Additionally, Reseller shall only access and disclose to law enforcement or other government authorities to the extent required by law data from, about or related to Customer, including the content of communications (or to provide law enforcement or other government entities access to such data).
(ii) If Reseller receives a request for Customer Data either directly from a law enforcement agency or as redirected to Reseller, then Reseller shall redirect the law enforcement agency to request that data directly from Customer. If compelled to disclose Customer Data to law enforcement, then Reseller shall promptly notify Customer and provide a copy of the demand, unless legally prohibited from doing so.
(iii) Reseller consents and authorizes Insight, Microsoft (and its service providers and subcontractors) at Reseller direction to access and disclose to law enforcement or other government authorities data from, about or related to Customer, including the content of communications (or to provide law enforcement or other government entities access to such data). Reseller shall require in its Microsoft Customer Agreements that, as and to the extent required by law, Customer shall notify the individual users of the Products that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller, and shall obtain the users’ consent to the same.
Reseller agrees and acknowledges that in respect of any access to and processing Personal Data:
C. Backup.Neither Insight nor Microsoft provide a back-up service for the Customer Data unless additionally purchased. Neither Insight nor Microsoft shall be liable for the loss of Customer Data as a result of the Customer’s failure to back up such Customer Data.
XIII. OTHER RIGHTS AND OBLIGATIONS
A. Administration Portal Access. Reseller shall provide to Insight the necessary access to its Customers’ Microsoft Online Services Portal to enable Insight to perform its obligations under this Agreement such as Product support or to carry out additional value-add functions for the Reseller’s Customers. At a minimum, the Reseller shall provide the delegated access level in the role of “Support Request Contributor” to Insight. The removal of the minimum “Support Request Contributor” administration access for Insight: a) shall detrimentally affect Insight’s ability to escalate support issues to Microsoft; and b) may increase the Product pricing Insight is able to offer to the Reseller.
B. Reseller’s Representations and Warranties. Reseller represents and warrants that it will: (i) have current access to all of Microsoft’s online tools necessary to perform its obligations; (ii) use commercially reasonable efforts to service and support its Customers; (iii) inform Insight of any difficulties it encounters in servicing its Customers (iv) obtain a Customer’s acceptance of the terms of the Microsoft Customer Agreement before placing an order for such Customer; and (v) promptly tell Insight about any known or suspected violations of the terms and conditions of a Microsoft Customer Agreement by a Customer. Reseller represents and warrants that it will not accept any Vendor end user terms and conditions on behalf of the Customer.
C. Negotiation of Pricing and Payment Terms. Reseller has complete discretion to negotiate and set pricing and payment terms and conditions with its Customers.
D. Product Warranties. Unless required by applicable laws, Insight gives no express warranties, representations or conditions about the Products. To the maximum extent permitted under applicable laws, Insight excludes all implied warranties and conditions, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Microsoft’s Product warranties are as set out in Microsoft’s Cloud Agreement or other end user facing documentations. Reseller’s instructions to Customers on the use of Products must be consistent with Microsoft’s written warranty document, online services terms, Microsoft’s end user documentation, and the Microsoft Customer Agreement. Reseller must not make any representation, condition or warranty about the Products.
E. Excluded License. Reseller’s rights to any of the Products do not include any license, right, power or authority to cause any part of the Products to become subject to the terms of an excluded license. An “excluded license” is any license, such as an open source software license, that requires as a condition of use, modification or distribution of software subject to the excluded license, that it or other software combined or distributed with it be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
F. Compliance with laws and Microsoft’s Anti-Corruption Policy. Reseller will comply with all applicable laws against bribery, corruption, inaccurate books & records, inadequate internal controls and money-laundering, including the U.S. Foreign Corrupt Practices Act (“Anti-Corruption Laws”). Reseller certifies that it has reviewed and will comply with the Anti-Corruption Policy for Microsoft Representatives available at: https://www.microsoft.com/en-us/legal/compliance/anticorruption/reppolicy.aspx.
Reseller’s record-keeping obligations, described in the Audit Rights section below, apply to Reseller’s certifications in this section and its compliance with Anti-Corruption Laws.
Reseller acknowledges that it is prohibited from paying expenses for travel, lodging, gifts, hospitality, or charitable contributions for government officials on Insight’s and or Microsoft’s behalf. Reseller also acknowledges that it is prohibited from using any funds provided by Microsoft, or any proceeds resulting from any Microsoft business, to pay expenses for travel, lodging, gifts, hospitality or charitable contributions for government officials.
G. Audit Rights. During the term of this Agreement and for two (2) years after the later of either (i) the termination of Insight’s Agreement with Reseller , or (ii) the date of issuance of final payment between Insight and Reseller, Insight or its audit-related agents shall have access to, and the Reseller shall maintain, any books, documents, records, papers, or other materials of the Reseller related to this Agreement (the “Relevant Records”). Reseller shall establish and maintain a reasonable accounting system that enables Insight and its audit-related agents to identify Reseller’s assets, expenses, expenditures, costs of goods, margins, discounts, rebates or other payments and compensation received, and use of funds related to this Agreement. Reseller shall maintain a system of internal controls to prevent the payment of bribes and provide reasonable assurance that financial statements and reporting are accurate. Reseller shall not have undisclosed or unrecorded accounts for any purpose. False, misleading, incomplete, inaccurate, or artificial entries in the books and records are prohibited.
Insight will provide Reseller with at least ten (10) days’ written notice of Insight’s intent to exercise its rights under this provision. The Relevant Records and, if requested, relevant employees, shall be made available to Insight or its audit-related agents during normal business hours at the Reseller’s office or place of business. If no such location is available, then the Relevant Records, and if requested, relevant employees, shall be made available at a time and location that Insight will determine.
Insight may exercise its rights under this provision any time it has a good faith reason to believe that Reseller or its representatives are in violation of any Anti-Corruption Laws in connection with this Agreement or in any manner that may impact Insight or its relationship with Reseller. In addition, Insight may further exercise its rights under this provision for any other reason at any other time not to exceed once every 12-month period.
XIV. WARRANTY AND INDEMNITY OBLIGATIONS
A. Warranty. Microsoft warrants its Products to Customers to the extent described in the Microsoft Customer Agreement. Insight provides no Product warranties.
B. No Warranty by Insight. To the maximum extent permitted under applicable laws, Insight excludes all implied warranties and conditions, such as implied warranties of merchantability, non-infringement, and fitness for a particular purpose.
C. Reseller’s Defense Obligations. Reseller will defend Microsoft and Insight against any Third Party Claims. If there is an adverse final judgment (or settlement to which Reseller consents) resulting from any Third Party Claims, Reseller will pay it. Insight will promptly notify Reseller in writing of the Third Party Claim, specify the nature of the claim and the relief the third party seeks. At Insight’s option and cost, Microsoft may participate in the selection of counsel, defense and settlement of any Third Party Claims covered by this section. If Insight decides to do this, Reseller and Insight will work together in good faith to reach decisions about which both parties agree. Reseller must have Insight’s written consent before settling any Third Party Claim. Insight will not unreasonably withhold its consent. “Third Party Claim” means any third party claims or allegations against Insight or Microsoft that arise out of or are connected with any default or breach or alleged default or breach of this Agreement by Reseller, Reseller’s sale or distribution of any Product, or any other act or omission by Reseller.
XV. LIMITATION ON LIABILITY AND EXCLUSION OF DAMAGES
A. Limitation. Unless applicable law requires otherwise, the only remedy that either party will have for anything related to this Agreement is to obtain direct damages from the liable party up to the amount actually paid by Reseller to Insight during the prior one-year period, minus any amounts paid by the liable party during that same period for any prior liability. Neither party can recover any other damages from the other, including loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible. The limitations in this section apply to: (i) anything related to the Products; and (ii) claims for breach of contract, breach of warranty, strict liability, negligence or other tort to the extent permitted by applicable law. It also applies even if Reseller is not fully compensated for any losses, or Insight knew or should have known about the possibility of damages.
The limitations do not apply to claims for non-payment, fraud, breach of confidentiality, defence of infringement claims, Reseller’s violation of Microsoft’s intellectual property rights, Third Party Claims and failure to obtain acceptance of a Microsoft Customer Agreement. Each party’s liability for loss or damage of any kind (including loss or damage caused by negligence) is reduced to the extent that the other’s agents caused or contributed to that loss or damage.
B. When These Exclusions May Not Apply. The provisions of any local law which implies terms into this Agreement will not apply to the extent that local law permits the parties to contract out of the law. However, the limitations and exclusions in this Agreement do not change Reseller’s rights if the laws of its state, province or country do not allow. For example, the limitations on liability may not apply to Reseller if applicable law does not allow it. If applicable law gives Reseller any implied terms, despite the exclusions and limitations in this Agreement, then to the extent permitted by applicable law, Reseller’s remedies are limited to repair or replacement of the Product and if Microsoft cannot repair or replace the Product, Insight will refund the amount Reseller paid for it.
XVI. INTELLECTUAL PROPERTY
A. Use of Marks. The Agreement does not grant either party any right, title, interest, or license in or to any of the other party's Marks.
B. Proprietary Notices. Reseller must not remove any copyright, trademark or patent notices from any of the Products. Reseller must include Microsoft’s copyright notice on any documentation for the Products, including online documentation. The first time Reseller mentions the name of Microsoft’s Products in communications, it must use the appropriate trademark, Product descriptor and trademark symbol (either “™” or “®”), and clearly indicate Microsoft’s (or Microsoft’s suppliers’) ownership of the trademark(s).
C. Unsolicited Commercial Email. Neither party may use the other party's Marks in connection with the transmission or distribution of unsolicited commercial email. Neither party may use the other party’s Marks in any manner that would violate applicable law or local custom, or conflict with Microsoft’s policies.
XVII. RESERVATION OF RIGHTS
At any time during the term of this Agreement, Microsoft or Insight may terminate any Customer's status as a Customer. Reseller will be promptly notified of the termination of any of Reseller’s Customers. Following such a notice, Reseller will immediately stop collecting orders for Products from the terminated Customers. Reseller will also stop delivery of any program information and materials to the terminated Customer. Termination will not affect the Customer’s obligation to file the next required order or report, if any. Termination will not affect Insight’s right to invoice Reseller for the order, or Reseller’s obligation to pay Insight If Microsoft and or Insight terminates a Customer, Reseller will not have any claim against Microsoft or Insight for damages or lost profits resulting from the termination. Reseller will be entitled to invoice the Customer for the Products that the Customer ordered before termination.
XVIII. ESSENTIAL ELEMENT
This Agreement IS essential to any agreement Reseller enters into with a Customer. Reseller can only collect orders and payments for Products and purchase and deliver welcome kits and/or any additional program information and materials if this Agreement is in full force and effect.
XIX. GOVERNMENT RESTRICTIONS
A. Export Restrictions. Microsoft Products, software, services and technology are subject to U.S. export jurisdiction. All parties must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end use and destination restrictions by U.S. and other governments. For additional information related to Microsoft compliance with export rules, see www.microsoft.com/exporting.
B. Government Approvals. Reseller (and its Affiliates) must obtain the government approvals (and demonstrate other compliance) that are necessary for Reseller to provide Products or otherwise perform under this Agreement. This is at Reseller’s expense. Reseller may import and provide the Products in or to a country or Territory only if allowed by, and in compliance with, all applicable laws and regulations of the country or Territory, as well as this Agreement.
C. Rebates, Fees and Other Concessions. Reseller will disclose all rebates, fees or other concessions to a government Customer as required by law, regulations or the terms of the government solicitation.
XX. NO UNAUTHORIZED SPECIAL OFFERS; NO SIDE AGREEMENTS.
Only the Insight entity that enters into this Agreement can agree with Reseller to amend the Agreement. Neither Reseller nor Insight will enter into any Side Agreement. “Side Agreement” means any arrangement between Insight and Reseller, written or oral, that purports to modify the Agreement and is not signed, or otherwise agreed to, by the Insight entity that signed this Agreement. Side Agreements do not include Microsoft offers of rebates, promotions, discounts or extensions of payment terms (collectively, “Special Offers”) when the Special Offer is made pursuant to a separate written agreement generally available to Microsoft’s partners.
XXI. FINANCIAL INTEGRITY AND ACCOUNTING
Reseller will not provide false, misleading or inaccurate financial information to Insight, Microsoft or Customers. Reseller must ensure that all orders, and the Agreement or any other documents it submits are complete and accurate. In addition, Reseller agrees to submit orders to Insight only in quantities that Reseller can resell in the normal course of business.
XXII. GENERAL
A. Terms Changes. Insight may change this Agreement unilaterally from time to time. Microsoft may change the Program Guide from time to time without Reseller’s approval. In case of material changes, Insight will use reasonable business endeavours to give the Reseller reasonable advance notice of the change. The changes shall be deemed accepted upon placement of a new order/Subscription or renewal of the relevant Subscription.
B. Entire Agreement. This Agreement is Insight’s entire agreement relating to Reseller’s purchase of the Products under the Microsoft Cloud Solution Provider Program. It supersedes any prior or contemporaneous communications and agreements relating to the subject matter of this Agreement. Except as otherwise provided herein, this Agreement can be changed only if both parties who entered into this Agreement agree to an amendment.
C. Notices. All notices and requests required or permitted under this Agreement shall be in writing. Any notice or request provided for by this Agreement shall be given either by personal delivery; email; certified mail, return receipt requested; or recognized overnight express courier service.
Reseller must additionally send notices to the registered office address of Insight. Legal notices to Insight must be sent with a separate copy addressed to:
Insight
2701 E Insight Way
Chandler, AZ, USA 85286
Attn: Legal Department
If You are located in Australia, you may also send an email to APAClegal@insight.com.
D. Assignment. Reseller may not assign or transfer this Agreement or its rights or obligations under it, whether by contract or by operation of law (such as merger or sale of Reseller’s stock). Reseller will provide Insight with no less than 30 days’ notice of any requested assignment and Insight’s consent will not be unreasonably withheld.
E. Confidentiality. Confidentiality. The following terms and conditions apply to exchanges of information under this Agreement:
(i) “Confidential information” means: (a) nonpublic information that Insight, Reseller, or an Affiliate designates as being confidential; or (b) nonpublic information which, given the nature of the disclosure or the circumstances surrounding disclosure, the receiving party should treat as confidential, including but not limited to Customer Data.
(ii) Generally, The Parties must not disclose any confidential information of the other for five years following the date of disclosure. However, there is no time limit on disclosure of confidential information that contains personal information (such as Reseller contact information). The receiving party will not be liable for disclosure of information which: (a) it already knew without an obligation to maintain the information as confidential; (b) it received from a third party without breach of an obligation of confidentiality owed to the other party; (c) it independently developed; or (d) becomes publicly known through no wrongful act of the receiving party.
(iii) However, confidential information may be disclosed as required by a judicial or other governmental order, if the receiving party either: (a) gives reasonable notice of the order to allow the other party a reasonable opportunity to seek a protective order or otherwise prevent or restrict its disclosure; or (b) obtains written assurance from the entity issuing the order that it will protect the confidential information to the maximum level allowed under applicable law or regulation.
F. Relationship Between Insight and Reseller. Reseller and Insight are independent contractors for all purposes regarding this Agreement. Reseller does not have the power to bind Insight . Reseller does not have the power to change any terms, conditions, warranties or covenants made by Insight. Reseller does not have the power to give any person any rights that Insight has not previously authorized in writing. Insight and Reseller are not a partnership (as the term is used in applicable partnership laws to refer to a legal partnership entity) or joint venture. Reseller and Insight do not have any agency, franchise or fiduciary relationship.
G. Language. Other otherwise required by applicable law, the English language version of this Agreement controls.
H. Waiver. No waiver of any breach of this Agreement shall be a waiver of any other breach, and any waiver must be in writing and signed by an authorized representative of the waiving party.
I. No Representations. Insight has not made any representation to Reseller about any Products other than as specifically stated in this Agreement. Reseller has relied on its own skill and judgment (or that of its advisers) in deciding to enter into this Agreement. However, neither party limits or excludes liability for fraudulent misrepresentations.
J. Applicable Law; Attorneys’ Fees. The law governing this Agreement will depend on where You are located and Your Insight contracting party as follows:
If either party begins litigation in connection with this Agreement, the substantially prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for violation of intellectual property rights; breach of confidentiality obligations; or enforcement or recognition of any award or order in any appropriate jurisdiction.
XXIII. DEFINITIONS
“Affiliate” means any legal entity that owns, is owned by, or that is under common ownership with Company or Reseller. Ownership means control of more than a 50% interest.
“Authorised User(s)” means the individuals designated by the Reseller responsible to (and notified to Insight as being authorised to) raise tickets for technical support.
“APAC” means the Asia-Pacific regions in which Insight operates, including Australia, New Zealand, Singapore, Hong Kong, and China.
“Cloud Care” means Insight’s support offerings for Microsoft Products details of which are contained in Exhibit C which shall be provided by Insight to the Resellers.
“Customer” means any legal entity (other than Reseller or its Affiliates) within the Territory that acquires Products from the Reseller for use as an end user.
“Customer Data” has the meaning assigned to it in the Microsoft Customer Agreement.
“Data Protection Legislation” means all applicable data protection legislation which may include the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for example the United Kingdom Data Protection Act 2018, as amended or succeeded from time to time, in the EU and any individual jurisdiction. Terms used throughout this Agreement including “data controller”, “data processor”, “data subject”, “personal data” and “processing” are as defined in the Data Protection Legislation.
“Early Termination Charges” means fees due from Reseller in the event of cancellation of a Customer’s Subscription before its term ends, being Insight’s remaining charges for fixed term Subscriptions for the remaining period of such Subscription.
“Europe” the countries and locations identified by Microsoft as being the Europe Region and Market, as amended by Microsoft from time to time.
“Fees” means the fees for the Products purchased by Resller under this Agreement, as described in this Agreement.
“Insight” means the Insight entity identified on the website from which Reseller purchases Products or Cloud Services.
“Marks” means (i) either party’s names, word marks, logos, logotypes, trade dress, designs or other trademarks; (ii) the trademark and trade name “Microsoft,” and all trademarks and trade names derived from it, and the trademarks owned by Microsoft and used in association with all Products or which are set out at https://www.microsoft.com/en-us/legal/intellectualproperty/trademarks/en-us.aspx, or any successor site, as Microsoft may amend; and (iii) any and all copyrights either party owns.
Microsoft means:
“Microsoft Cloud Solution Provider Program” means Microsoft’s program for the provision of certain Microsoft, third party, and integrated offers and services to the Client.
“Microsoft Customer Agreement” means the agreement that Microsoft uses to convey or provide Products to Customers, available under the link in Exhibit A hereto. Microsoft may revise the Microsoft Customer Agreement. Reseller may not amend the Microsoft Customer Agreement in any way.
“Online Services” means Microsoft-hosted services identified on the then-current Insight Cloud Care price list. Online Services do not include Software.
“Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. In the event of any conflict between the definition of Personal Data set forth in this subsection and a definition set forth in a Region-Specific Section, the definition in the Regional-Specific Section will prevail over this one.
“Portal” means the cloud administration portal identified by Insight.
“Product” means the Microsoft Online Services, which may include Microsoft Software technology, on the then-current Cloud Care price list.
“Product Change” means the introduction, modification or other change to a Product by Microsoft.
“Program Guide” means the information about the Microsoft Customer Agreement Program that is available on the Portal or through any other process designated by Insight.
“RAP” or “Reseller Administrator Platform” means Insight’s online website and cloud management platform portal that may be used to order, provision and manage Cloud Services.
“Reseller” means an entity (other than Reseller’s Affiliate(s)) within the Territory that purchases Licensed Offerings from Insight for resale to Customers registered to the Microsoft Partner Network (MPN), the registered no. having been provided to Insight.
“Reseller Services” means subscription services (such as fixed and mobile voice, data, and hosting) that Reseller provides to Customers.
“Service Level Agreement” or “SLA” means the service level agreement commitments Microsoft makes to its customers regarding delivery and/or performance of the applicable Product and Insight makes in respect of Cloud Care as described in Exhibit C
“Software” means licensed copies of Microsoft software identified on the then-current Insight Cloud Care price list.
“Subscription” means an order for a quantity of Product for a defined term (e.g., 1, 12, 36 months).
“Taxes” means any federal, state, provincial or local taxes, fees, charges, surcharges, or other similar fees or charges arising as a result of or in connection with the transactions contemplated under this Agreement and include, but are not limited to, sales and use taxes, value added, gross receipts taxes, utility user’s fees, municipal occupation and license taxes, excise taxes, business and occupations taxes, 911 taxes, franchise fees, universal service fund fees or taxes, regulatory cost recovery and other surcharges, taxes imposed or based on or with respect to or measured by any net or gross income or receipts (other than taxes based upon Insight’s net income and any gross receipts taxes imposed in lieu of taxes on the income or profits of Insight), franchise taxes, stamp taxes, taxes on doing business, duties, tariffs, levies, withholding taxes, and any taxes that arise on the distribution or provision of products or services by Reseller to its Affiliates or Customers.
“Territory” means:
“Term” means collectively, the “Initial Term” and, if applicable, any “Renewal Term,” as defined in subsection 5.1 (Term of Agreement).
“Third-Party Offer” means an offer available through the Microsoft Cloud Solution Provider Program to resell, manage, bill and support third party SaaS solutions along with the Microsoft Cloud Solution Provider Program. Third-Party Offers are provided by developers and subject to the terms of the associated third-party Customer Agreement and policies of that developer.
“Vendor” or "Microsoft" is the entity that provides the Products, as described in the Vendor Terms and offered by Insight under this Agreement, including Third-Party Software licensors (if any).
“Vendor Terms” means, collectively, Microsoft’s terms and conditions associated with the use of the Products, including but not limited to: (i) Microsoft’s Cloud Agreement; and (ii) Microsoft's Online Services Terms, as may be further referenced in Exhibit A.
Exhibit A
Microsoft Customer Agreement
The current applicable regional versions of the Microsoft Customer Agreement are available under the link below. Microsoft reserves the right to update the Microsoft Customer Agreement.
https://www.microsoft.com/licensing/docs/customeragreement
Exhibit B RAP Terms of Use Addendum
This RAP Terms of Use Addendum (“RAP Terms of Use Addendum”) sets forth the terms and conditions governing Reseller’s use of the RAP for, without limitation, provisioning and managing Cloud Services on behalf of its Customers. Terms used but not defined herein will have the meaning given in the Reseller Terms, which are incorporated by reference. Notwithstanding anything to the contrary contained herein, the sales terms governing the purchase of Cloud Services by Reseller from Insight on behalf of its Customers, and the Vendor’s terms and requirements governing the use of such Cloud Services will be set forth in the Reseller Terms. (Service Provider will also be referred to herein as “Vendor” and Service Provider Terms may be referred to herein as “Vendor Terms”.) Reseller acknowledges and agrees that its use of the RAP as described herein is deemed acceptance by Reseller of the terms and conditions set forth in this RAP Terms of Use Addendum without any further act on the part of the Reseller or Insight including, without limitation, execution hereof by manual or electronic signatures.
Provisioning Cloud Services. Reseller will be responsible for the acts and omissions of Customers with respect to any Cloud Services provisioned and managed through the RAP by Reseller on behalf of Customers. Furthermore, to the extent required by Insight or an applicable third party, including Vendor, Reseller will notify and gain binding acceptance from Customer of all Insight and applicable third party (including Vendor) policies and requirements, including without limitation, privacy, abuse, authorized use, acceptable use and terms of use policies and requirements.
1. Administrator Responsibilities. Reseller will be granted administrative access to the RAP in order to access and operate features of the RAP. Features of the RAP will be primarily managed through an administrator designated by Reseller in writing to Insight (“Reseller Administrator”), who will be responsible for the day-to-day management of Resellers functionality in the RAP. Specifically, the Reseller Administrator will have responsibilities as set forth in the “How-to Reference Guide - Cloud Enable Reseller” and other online tutorials and operating information that may be provided by Insight.
2. Technical Support. Insight will not be responsible for any malfunction or failure of any of the tools or functionality in the RAP. Insight will use commercially reasonable efforts to resolve any technical issues arising in connection with Reseller’s operation of the RAP within a reasonable timeframe upon receipt of written request from Reseller, but makes no representations or warranties as to the resolution of any technical issue. Insight or its third-party contractors may, from time to time and at its or their sole discretion, update or modify any underlying RAP software or object code, including but not limited to third-party software, required to create, host and manage the RAP.
3. Payment Delinquencies or Non-Compliance with RAP Terms of Use. (a) If Insight determines or has been advised by a Vendor that Reseller or its Customers have violated the requirements under this RAP Terms of Use Addendum, including without limitation, any Vendor Terms and requirements, Insight may temporarily or permanently prevent Resellers or its Customers from using the RAP and applicable Cloud Services, cancel the Cloud Services without a refund and, if appropriate, pursue legal action against Reseller. In the event of the above, Reseller or Customer’s account data may become permanently deleted. Insight will not be liable for any claims, losses, liabilities or other damages arising out of or in connection with the exercise of its rights under this Section.
(b) In the event any payments due to Insight pursuant to the Reseller Terms become past due, Insight may, in its sole discretion, exercise any of the following remedies upon ten (10) business days’ notice to Reseller: (i) suspend or deactivate Reseller’s delinquent or Customer’s delinquent account from the RAP, as applicable; (ii) de-provision the Cloud Services applicable to the delinquent account; or (iii) exercise any and all other rights or remedies available to Insight under the Reseller Terms or by law. In the event of the above, Reseller or Customer’s account data may become permanently deleted. Insight will not be liable for any claims, losses, liabilities or other damages arising out of or in connection with the exercise of its rights under this Section.
4. Security of Access. Reseller acknowledges and accepts, and will cause each of its Customers to acknowledge and accept, that Reseller and each Customer is solely responsible for securing access to the RAP. Insight will not be responsible for independently verifying the credentials of any Reseller or Customers accessing and transacting through the RAP. Reseller is solely responsible for maintaining the security of any log-in information and passwords for all its associated accounts. Notwithstanding the foregoing, Insight reserves the right, exercisable in its sole discretion, to control or limit the access of any Reseller or Customer to the RAP.
5. Modifications. Upon access to the RAP, Reseller will have access to the account management tools and support features of the RAP and any available online guides and tutorials. Upon provisioning of an order for Cloud Services, Resellers and Customers may make such modifications to the provisioned Cloud Services as are permitted to be made under the applicable Vendor Terms, subject to validation by Insight. Modifications to the provisioned Cloud Services which result in a price change will be the sole responsibility of the Reseller, on behalf of itself and its Customers.
6. Reseller Indemnification. Reseller will defend, indemnify, and hold harmless Insight and Insight’s Affiliates, directors, officers, employees, agents and contactors from and against any and all claims, losses liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgments or settlement amounts arising out of our in connection with the use or misuse of the RAP, including but not limited to the use or misuse of the RAP by Reseller or its Customers, or each of their employees, agents, guests, invitees, contactors or other third parties accessing the RAP as a result of the transactions contemplated by the Reseller Terms.
7. Warranty Disclaimer. INSIGHT DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE RAP. ALL OF THE PRODUCTS, CLOUD SERVICES AND/OR CONTENT, SPECIFICATIONS, DESCRIPTIONS OR OTHER INFORMATION PROVIDED VIA THE RAP ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE BASIS" AND INSIGHT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. INSIGHT DOES NOT WARRANT OR ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY CLOUD SERVICES, INFORMATION, FUNCTIONALITY, SPECIFICATIONS, DESCRIPTIONS OR PROCESS PROVIDED IN CONJUNCTION WITH THE RAP.
Exhibit C
Cloud Care Definitions and SLAs
Insight Cloud Care provides Resellers who purchase Microsoft cloud subscriptions from Insight via Microsoft’s Cloud Solution Provider (CSP) Program, with a core set of reactive technical support services to assist with challenges that might arise in consuming Microsoft cloud services.
Insight Cloud Care is available for the following Microsoft cloud platforms:
Insight Cloud Care Support
Insight’s support role is to provide the following services for your Microsoft cloud subscriptions purchased with Insight:
1. Troubleshoot and provide technical guidance for break/fix Reseller issues, including escalation to Microsoft when necessary.
2. Gather and validate information related to specific technical support requests.
3. Provide issue coordination and resolution management.
4. Maintain communication with the Reseller to help ensure that issues are addressed on an ongoing basis.
Authorised Users
Only Authorised Users are permitted to create tickets for technical support. Insight accepts no liability for any losses incurred resulting directly or indirectly from instructions received from Authorised Users and it is the responsibility of the Reseller to promptly notify Insight of any changes to Authorised Users. Authorised Users are expected to have a good understanding of the technology being supported and appropriate skillset to assist Insight with troubleshooting. Under no circumstances may the Reseller appoint any employee or agent of the end customer as an Authorised User.
Scope and Levels of Cloud Care
In all regions, Additional Authorised Users may be added if agreed by both parties.
Inclusions - limited to Authorised Users:
Insight may, at its discretion, provide support on a case-by-case basis for the following:
Not Included:
Service Level Objectives
Ticket Management and Prioritization Process
Insight will use the following process to manage tickets:
1. Insight’s Service Desk shall receive an incoming request for support via the provided phone number, ticketing system, or email (as applicable), and will log any further information into the ticketing system as required. For Incidents which are determined by the Reseller as high priority (Priority 1 or Priority 2), the Reseller must always notify Insight by telephone.
2. Reseller shall be directed, as appropriate, to a technical specialist who will coordinate Reseller request, problem determination, attempt resolution, perform root cause analysis, track calls to closure.
3. An Insight support representative will assign a priority level to each reported request or problem based upon information provided by Reseller using https://www.insight.com/en_US/help/managed-services-service-levels-and-requests.html as a guide. A Priority 1 incident requires a Reseller representative available 24x7 to work with Insight resources to resolve (if not provided then Insight may downgrade the Priority).
4. Incident information will be updated in the Insight ticketing system and available on-line via the self-service portal.
Incident Management Service Level Objectives
Insight’s Incident Management Service Level Objectives are detailed at https://www.insight.com/en_US/help/managed-services-service-levels-and-requests.html
Incidents designated by Insight as being Priority 1 & Priority 2 Incidents will be supported 24x7. All other incidents or requests will only be supported during Normal Business Hours.
| Service & Work Requests | |
| Request Type | Service Level |
| Service | Objective |
| Request | Response: 24 hrs |
Microsoft Escalation
Insight escalates issues through our support tiers as necessary and maintains a Premier Support Agreement with Microsoft for issues which are deemed by Insight as requiring Microsoft escalation. When escalating to Microsoft, Insight adheres to Microsoft’s severity levels. Severity levels are assigned to a case when it is opened, based on an assessment of the issue type and customer impact. Issue resolution times may be dependent on Microsoft. Please refer to Microsoft documentation regarding its support Service Level Objectives, such as at https://www.microsoft.com/licensing/docs/view/Service-Level-Agreements-SLA-for-Online-Services.
Support contacts
Insight’s contact details for utilising the Insight Cloud Care service are as follows, in most cases Resellers should contact support through the portal as the primary form of contact unless the incident requires an escalated priority.
Support Portal URL
United States, Canada, and the Asia Pacific (APAC): https://services-na.insight.com/sp
Europe: https://services-emea.insight.com/sp
By Phone:
Further Information
For service questions or additional information please contact Insight at the following:
Thank you for choosing to entrust your Microsoft cloud to Insight!