General Terms and Conditions for Licensing Under the Microsoft Cloud Solution Provider (CSP) Program

Article I – Introductory Provisions

1. Purpose and Scope of These Terms. These General Terms and Conditions (hereinafter referred to asthe “Terms”) set forth the binding rules governing the Provider’s granting of licenses for Microsoft software products and cloud services under the Cloud Solution Provider (CSP) program by the Provider to customers. “Customer” means a legal entity or, where applicable, a self-employed individual authorized to purchase Microsoft products within the EU. The Terms apply exclusively to the provision of Microsoft CSP licenses and the facilitation of access to the relevant online services; they do not apply to other activities, such as consulting, implementation, or technical support, which must be agreed upon separately, if applicable.
2. Contracting Parties.“Provider”means a business entity acting as an authorized reseller of Microsoft products under the CSP program, which, based on the Order, supplies the Customer with the ordered licenses.“Customer”means a business entity (a legal entity or a self-employed individual) that purchases these licenses from the Provider for its internal use. The Provider and the Customer are hereinafter collectively referred to asthe “Parties.” “Microsoft”
3. Establishment of the Contractual Relationship. These Terms and Conditions are an integral part of any contract or confirmed order under which the Provider grants Microsoft CSP licenses to the Customer (hereinafter referred to asthe “Contract”). The Agreement is concluded between the Parties either by the signing of a written agreement referring to these Terms and Conditions or by the Provider’s confirmation of the Customer’s order (including electronic confirmation via email). By entering into the Agreement or confirming the order, the Customer acknowledges that they have read and agree to these Terms and Conditions.
4. Supplemental Agreement with the Customer. The contractual relationship between the Provider and the Client also includes a Supplemental Agreement with the Customer (Independent Customer Agreement, or ICA), which governs the specific operational and procedural terms of cooperation within the Microsoft CSP program. This document supplements these General Terms and Conditions and specifies the primary contact and additional contacts on the Client’s side. The ICA is binding on both parties and may be entered into separately or as an annex to the framework agreement. ICA

6. Deviating Provisions and Unresolved Matters. The Contracting Parties may enter into an individual Agreement containing provisions that deviate from or are specific to these General Terms and Conditions, for example, regarding payment terms, invoicing, the scope of services, or other conditions. The provisions of the individual Contract (or, as the case may be, the individual terms agreed upon between the Parties) shall take precedence over the wording of these Terms and Conditions. All matters not expressly governed by an individual Contract shall be governed by these Terms and Conditions, as amended. If a matter is not addressed in either the Contract or these Terms and Conditions, the relationship between the Parties shall be governed by the applicable generally binding legal regulations, in particular Act No. 89/2012 Coll., the Civil Code, as amended.
7. Nature of the relationship – entrepreneurs. This Agreement is entered into between the parties as business entities in the course of their business activities. The Customer expressly confirms that it is not a consumer, and therefore the provisions of consumer protection laws (e.g., the right to withdraw from a distance contract, etc.) do not apply to this contractual relationship.

1. Limitations on the Scope of the Terms and Conditions. These Terms and Conditions govern only the contractual relationship regarding the provision of Microsoft CSP licenses. Should the parties be interested in any additional services, such as consulting, support, or training, such services will be the subject of a separate agreement or purchase order. The parties agree to cooperate in ensuring that all conditions necessary for the proper performance of the Agreement are met and to comply with the agreed-upon terms. The Provider reserves the right to amend these terms and conditions if necessary due to changes in legislation or changes to the products provided by Microsoft, and shall notify the Customer of such changes in a timely manner.

Article II – The Microsoft CSP Program and Microsoft’s Terms and Conditions

1. The Role of the Provider vs. Microsoft. The Provider secures licenses for Microsoft products and online services for the Customer under the Microsoft Cloud Solution Provider (CSP) program; that is, it provides services as an authorized reseller. The Customer acknowledges that the cloud services and software themselves (hereinafter collectively referred to asthe “Products”), which the Customer will use under these licenses, are provided and operated by Microsoft. The Provider is not liable for the operational availability, functionality, or features of the Products themselves, for which Microsoft is fully responsible.
2. Microsoft Customer Agreement (MCA). Before beginning to use the Products, the Customer is required to enter into the Microsoft Customer Agreement (hereinafter“MCA”) with Microsoft or, as applicable, to accept other contractual terms and conditions required by Microsoft under the CSP program. The MCA constitutes a direct contractual relationship between the Customer (end customer) and Microsoft and sets forth the terms under which the Customer may use Microsoft’s cloud services and software. Acceptance of the current version of the MCA is a prerequisite for the provision of licenses—without the Customer’s acceptance of the MCA, Microsoft is not authorized to make the relevant services available to the Customer. The Provider has notified the Customer of the obligation to accept the MCA, and the Customer, by its commitment under these terms and conditions, confirms that it has done so or will do so within the timeframe specified by Microsoft, or that the Customer will authorize the Provider to take this step on its behalf prior to the first delivery of the ordered products or services. The Customer can find the current version of the MCA in its Microsoft Admin Center or on the official Microsoft Licensing Documents website .
3. Microsoft Product Terms and Other Terms and Conditions. The Customer agrees to comply with all relevant license and operating terms issued by Microsoft that apply to the use of the ordered Products. These terms include, in particular, the Microsoft Product Terms MCA (product terms governing the right to use software and services), any specific terms for individual online services, acceptable use policies, security requirements, and other documents issued by Microsoft that are binding on the Customer (collectively,the “Microsoft Terms”). The Microsoft Terms set forth details regarding the Customer’s rights (e.g., number of users, geographic restrictions, license term), as well as the technical and legal rules governing the use of the Products.
4. Relationship Between These Terms and the Microsoft Terms. The Customer’s rights and obligations regarding the use of the Products are governed by both these Terms (i.e., the relationship between the Customer and the Provider) and the Microsoft Terms (i.e., the relationship between the Customer and Microsoft). The Microsoft Terms shall prevail in matters concerning the use of the Products (licensed software and cloud services). The Customer declares that it has reviewed the current Microsoft Terms and agrees to comply with them. To the best of its ability, the Provider will notify the Customer of significant changes to the Microsoft Terms if it receives such notifications from Microsoft. If the Customer violates Microsoft’s terms and conditions, Microsoft may take action against the Customer in accordance with those terms (including limiting or terminating the service); such conduct by the Customer shall also be considered a breach of these Terms and Conditions.
5. Binding Nature of Changes to Microsoft’s Terms and Conditions. The Customer acknowledges that Microsoft is entitled to unilaterally amend its terms and conditions. The Provider is obligated to reflect these changes in its relationship with the Customer and to inform the Customer of their impact prior to the effective date of such changes, or prior to the effective date for the Customer, if the Customer is affected by the change.

6. Disagreement with the changes to the Terms and Conditions. If the Customer does not agree with changes to the terms and conditions that have been notified by the Provider in connection with changes in legal regulations, changes to the products provided, or other circumstances, whether the change is made by the Provider or by Microsoft, the Customer is required to notify the Provider in writing of its disagreement with the changes to the terms and conditions no later than 15 calendar days after receiving notice of the changes. The notice of disagreement must be delivered to the Provider’s address specified in these Terms and Conditions or to the Provider’s email address designated for business communications.

The Client’s notice must clearly state its objection, specify the relevant terms or provisions, and provide the reasons for the objection.

The Provider is required to respond to the Client’s notice within 15 calendar days of receipt and, if necessary, to initiate discussions regarding possible solutions to the situation. In cases where the Customer does not agree with the changes to the terms and conditions, the Customer has the right to terminate the contractual relationship by giving notice in accordance with Article VIII of these Terms and Conditions. The Customer acknowledges that termination of the contract due to disagreement with changes to the terms and conditions must not infringe upon the rights of third parties, affect the technical availability of the Products, or otherwise jeopardize the Provider’s operations. The Provider undertakes to provide the Customer with all necessary cooperation in the proper termination of the contractual relationship.

7. Scope of the License and Restrictions. The Provider grants the Customer, pursuant to these Terms and Conditions, a sublicense to use selected Products to the extent specified in the order. The license is non-exclusive, geographically unrestricted (unless otherwise specified by Microsoft), and limited in duration to the term of the subscription under these Terms and Conditions. The Customer is not authorized to grant the license or access to the services to a third party (except for its authorized end users, such as employees), to lease it, or to resell it further, unless expressly permitted by Microsoft’s terms and conditions. The Subscriber also may not circumvent or interfere with any technical measures designed to prevent unauthorized use of the Products. The Subscriber is authorized to assign licenses to users within its own organization, to users who work for the benefit of the organization, and to users within the Customer’s affiliates, where “affiliate” means an entity that owns the Customer’s organization, or an entity that is owned by the Customer’s organization, or is under common ownership with the Customer’s organization by another entity. Ownership means control of more than 50% of the voting rights or the right to direct the management and policy of the entity, as long as such control exists.

1. Copyright and Ownership Rights. All rights to the Products belong to Microsoft or its licensors (e.g., in the case of products available through the Microsoft Marketplace). Acceptance of these Terms does not result in the transfer of any intellectual property rights. The Customer is granted only a license (right of use) to the Products, to the extent defined by these Terms and Conditions and Microsoft’s terms and conditions. Any use of the Products beyond the scope of the granted license (or after the license has expired) constitutes a breach of these Terms and Conditions.

Article III – Ordering Licenses and Providing Services

1. License Order. The Customer places orders for Microsoft CSP licenses with the Provider in the manner specified by the Provider, specifically in writing via email sent to a sales representative and simultaneously to the KPCS Servicedesk address (servicedesk@kpcs.cz). If the Customer has access to the self-service portal, they may also place orders through that channel. Each order must include a specification of the requested products/services, the number of licenses (user subscriptions), and the selected subscription term (monthly, annual, three-year) and the billing frequency for annual licenses (monthly/annual), as well as any relevant additional information (such as a request to align renewal dates with the calendar month, etc.). By submitting an order, the Customer confirms that it is interested in entering into a Contract for the delivery of the licenses specified in the order.
2. Order Confirmation and Formation of the Contract. The contract regarding the ordered licenses is concluded at the moment the Provider confirms receipt of the order to the Customer (an email confirmation is sufficient) or upon the actual provision of the ordered licenses, whichever occurs first. The Provider reserves the right to reject the order, particularly if it is unable to deliver the license under the previously confirmed terms, if the Customer breaches the terms of previous contracts, or if other serious circumstances arise that prevent performance. The Customer will be notified of any rejection of the order.
3. Procurement and delivery of licenses. Upon conclusion of the Agreement, the Provider shall ensure the activation and assignment of the ordered licenses to the Customer’s Microsoft user account (tenant). Licenses are typically activated within a short period of time (typically hours or a few days) after the order is confirmed, provided the Customer has provided the necessary cooperation. The Provider shall notify the Customer of the activation of the licenses and the readiness of the services for use (e.g., by email). Upon making the licenses available to the Customer (enabling their use in the tenant account), the delivery shall be deemed fulfilled. The Customer is obligated to verify without undue delay that the delivered licenses correspond to the order and to immediately notify the Provider of any discrepancies. The ordered products are made available to the Customer in the Microsoft 365 Admin Center (admin.microsoft.com). The Global Administrator on the Customer’s side has access to the tenant and may also grant permissions of varying scopes to users within the organization.
4. Cooperation by the Client. The Customer shall ensure the timely cooperation necessary for the provision of licenses—in particular, the Customer shall provide the Provider with accurate information about its Microsoft tenant account (tenant ID or name, domain, etc.) and will perform any actions necessary to assign the licenses (e.g., accept an invitation to establish a partnership in the Microsoft 365 administration portal, enable delegated administration, etc.). If the Customer fails to provide the necessary information or to perform the required actions, the provision of licenses may be appropriately delayed or prevented, without this constituting a breach of the Provider’s obligations.
5. Subcontracts (repeat orders). The parties may enter into a framework agreement setting forth the general terms and conditions of their cooperation and, based on that agreement, carry out repeated deliveries of licenses in the form of individual orders. If no specific framework agreement has been concluded, each confirmed order shall be deemed a separate Agreement entered into in accordance with these Terms and Conditions.

Article IV – Subscription Term and License Renewal

1. License Period. Licenses are provided in the form of time-limited subscriptions. The duration of the subscription (the period for which the license is granted—hereinafterthe “License Term”) is specified in the order. The Customer may choose a monthly subscription (minimum commitment of 1 month) or a long-term subscription (commitment for a fixed period, e.g., 1 year). During the current License Period, the subscription generally cannot be terminated without affecting the obligation to pay for the entire agreed-upon period (see Article VIII below).
2. Perpetual licenses. Under the Microsoft CSP program, the Provider may also supply the Customer with perpetual licenses that are not tied to a time-limited subscription. The provisions of these Terms and Conditions governing the following do not apply to these licenses:

1. subscription period,
2. automatic renewal,
3. extended term,
4. deactivation of services upon expiration of the subscription.

Perpetual licenses are delivered in a single transaction upon order confirmation and remain valid indefinitely, without the need for subsequent renewal. The customer is required to ensure that the perpetual licenses are used in accordance with Microsoft’s license terms.

1. Automatic Renewal. Unless otherwise agreed, the subscription automatically renews for the same period upon expiration of the agreed-upon License Term, under the terms and conditions in effect at the time of renewal. Monthly subscriptions are always renewed for an additional month. Annual (or multi-year) subscriptions are renewed for another year upon the expiration of the current year. The Subscriber may prevent automatic renewal by notifying the Provider no later than 30 days before the end of the current period that they do not wish to continue the subscription. In such a case, the subscription will end upon the expiration of the current period, and a grace period will begin. Notification by the Subscriber must be in writing, most commonly via email to the Provider’s sales representative or to the KPCS Service Desk (servicedeskt@kpcs.cz). If any material changes occur during the license period, the Provider is obligated to inform the Subscriber of such changes no later than 30 days before the end of the agreed-upon license period. If the Provider fails to notify the Customer of material changes at least 30 days before the anniversary of the license period, the Customer’s deadline for notifying the Provider of the termination of subscriptions on the anniversary is reduced to 5 days after the anniversary. If the Provider fails to notify the Subscriber of material changes even on the anniversary date, the terms and conditions that were in effect during the previous license period must be maintained to the greatest extent possible. Material changes include, for example, price, license terms, or product availability.
2. Extended period. If the software subscription is not renewed by the subscription expiration date, access to the relevant software or service will continue for 30 days from the expiration date. After this period expires, access may continue during an “Extended Term” in monthly increments until the subscription is expressly canceled. Microsoft (the Provider) reserves the right to bill for this Extended Term at the currently applicable monthly rate plus a 3% surcharge. In such a case, the Subscriber will be given the option to opt out of the Extended Term before the expiration date and choose either automatic renewal of the subscription or its immediate termination. After deactivating the subscription, the Subscriber has 90 days to export their data. After this period expires, it will no longer be possible to reactivate the subscription.
3. Subscription cancellation on the anniversary date. If the Customer wishes to avoid the activation of the Extended Period, they must notify the Provider of this fact no later than 7 days before the anniversary date of the subscribed period.
4. Changes before the end of the period. If the Customer wishes to change the scope of the subscription as of the renewal date (e.g., to reduce the number of licenses starting in the next period), the Customer shall notify the Provider in advance and with sufficient notice. The Provider will attempt to accommodate such requests within the limits of the CSP program (for example, Microsoft allows the number of licenses to be reduced only up to the renewal date of the annual subscription, not in the middle of the commitment period). If Microsoft’s terms and conditions do not allow for the requested change, the Customer will be notified and may decide whether to terminate (not renew) the subscription or continue it without change.
5. License Upgrade. During the term of the subscription, a license may be upgraded to a higher edition at the Customer’s request. This upgrade may be performed within the scope and under the terms and conditions offered by Microsoft. Performing an upgrade constitutes an irreversible change during the term of the agreement, and the Subscriber is obligated to pay the price difference between the original and the new license; the Provider must inform the Subscriber of the price of the new license in the higher edition before performing the upgrade. The upgrade does not change the term, the subscription anniversary date, or automatic renewal.
6. Discontinuation of Older Services. If Microsoft discontinues offering or supporting a specific Product to which the Customer has a subscription, the subscription will not be renewed after the current subscription period expires (even without notice). The Provider will notify the Subscriber of such a situation and, to the extent possible, may offer an alternative solution (such as switching to a new license type). Microsoft’s discontinuation of a Product does not constitute a breach of the Agreement.
7. Immediate suspension of services. The Provider is entitled to immediately deactivate the services in the event of a serious breach of the contractual or security terms by the Customer (e.g., an intentional security incident, fraudulent conduct, or a serious violation of the license terms).

Article V – Price and Payment Terms

1. License Price. The price for the licenses provided (subscription) is determined according to Microsoft’s current price list for the CSP program and specific products. The Provider shall inform the Customer of the price for the ordered licenses prior to the conclusion of the Agreement (e.g., by stating it in the offer or in the order confirmation). All prices listed are exclusive of value-added tax (VAT), unless expressly stated otherwise; VAT at the current statutory rate will be added to the price. Unless otherwise agreed, prices are set in EUR (euros). The Customer shall pay all applicable taxes (including, but not limited to, sales tax, usage tax, or withholding tax, if required under local law) related to the licenses, with the exception of the Provider’s net income tax.
2. Billing. The Provider will bill the Customer for the license fees in the form of tax documents—invoices—usually in electronic form. Invoices will contain the required information in accordance with applicable laws. Unless the Parties agree otherwise, invoicing will be performed monthly in arrears, whereby for each calendar month in which the use of the licenses commenced, the Provider will issue an invoice to the Customer (usually by the 25th day of the following month) covering the fees for the billing period. For annual subscriptions, invoicing may be done either monthly (on a pro-rata basis) or as a one-time payment in advance for the entire period—as agreed. The invoice will be sent to the Customer electronically (to the email address provided by the Customer).
3. Due Dates and Payments. The standard payment term for invoices is [14] calendar days from the date the invoice is delivered to the Customer, unless otherwise specified on the invoice. Payments shall be made by wire transfer to the Provider’s bank account specified on the invoice. The date of payment shall be deemed to be the date on which the invoiced amount is credited to the Provider’s account. If the Customer fails to pay the invoice by the due date, the Provider is entitled to interest on late payment at the statutory rate and reimbursement of any costs associated with collecting the amount owed. If the due date falls on a non-business day, the due date is extended to the next business day.
4. Late Payments and Service Suspensions. If the Customer is in default of payment of any invoice, the Provider is entitled to notify the Customer of this fact and set an additional deadline for payment. If the Customer’s delay extends beyond 14 days past the due date, the Provider may, upon the fruitless expiration of this period, restrict or temporarily suspend the provision of further services to the Customer (in particular, suspend the automatic renewal of licenses or the ability to increase the number of licenses) until the amounts owed have been paid in full. The Provider will not suspend services without first notifying the Customer. The suspension of license provision due to non-payment does not affect the Customer’s obligation to pay fees for the agreed-upon License Period, nor does it entitle the Customer to any compensation for damages.
5. Invoice Disputes. If the Customer discovers any discrepancies on the issued invoice (e.g., an incorrectly billed amount), the Client may file a written complaint regarding the invoice with the Provider without undue delay, but no later than 10 business days after receipt of the invoice. The complaint must specify which items are disputed and the reason for the dispute. The Provider will review the complaint within a reasonable timeframe, specifically within 5 business days, and, in justified cases, will issue a corrected invoice (within 10 days) or provide the Customer with an explanation. The Customer is not obligated to pay the disputed portion of the invoice until the complaint is resolved; however, the Customer must pay the undisputed portions of the invoice within the prescribed time limit.
6. Price changes by Microsoft. License prices may change over time due to changes in Microsoft’s pricing policy or exchange rate and economic factors. If Microsoft changes the prices of the Products, which affects the Provider’s purchase prices, the Provider is entitled to adjust the prices for the Subscriber accordingly. The Provider shall notify the Subscriber in advance of any such significant price change that would affect the Subscriber’s active subscriptions (if possible, at least 30 days before the new price takes effect). If the Customer does not agree with the price increase, the Customer has the right to terminate the relevant subscription as of the earliest possible date (i.e., not to renew it for the next period) by notifying the Provider before the new price takes effect. By continuing to use the subscription after the price change takes effect, the Subscriber expresses consent to the new price. The Subscriber’s final price may not exceed the recommended retail price according to Microsoft’s price list.
7. Records, Audits, and Reporting. The Provider agrees to maintain complete and accurate records of the performance of the Agreement for a period of at least 5 years, as required by the Microsoft Partner Agreement. At the same time, the Provider must allow Microsoft to conduct an audit of compliance with the terms of the CSP program, which may include data regarding the Customer’s orders. Upon Microsoft’s request, the Provider is required to provide overviews of orders, licenses, and any discounts granted to the Customer, and if any discrepancies are found, the Provider is required to correct them immediately.

Article VI – Rights and Obligations of the Contracting Parties

1. Obligations of the Provider. The Provider undertakes to use its best efforts to provide the Customer with the ordered licenses and to ensure the Customer’s access to the Products in accordance with the Agreement and these Terms and Conditions. In particular, the Provider:
   a) Authorization and Qualifications: Declares that it is an authorized Microsoft CSP partner and possesses all necessary authorizations and professional qualifications to perform this Agreement.
   b) Ensuring Service Provision: The Provider shall maintain the provision of licenses throughout the agreed-upon term and inform the Customer of any important circumstances affecting performance (e.g., scheduled maintenance announced by Microsoft, changes to the CSP program terms, etc.).
   c) Confidentiality: The Provider guarantees to maintain the confidentiality of information obtained from the Customer in connection with the performance of the Agreement; in particular, the Provider shall protect the access and administrator credentials provided by the Customer against misuse and shall not use them for any purpose other than the performance of the Agreement.
   d) Support within the Scope of CSP: The Provider shall provide the Customer with reasonable assistance in resolving issues related to licenses (e.g., advising on the selection of appropriate licenses, clarifying terms of use). However, technical support for the Products themselves, beyond the scope of basic cooperation, is provided directly by Microsoft in accordance with its terms and conditions (the Provider may facilitate contact or forward requests to Microsoft Support; see Article VII, paragraph 3 below).

1. e) Processing of Personal Data: The Provider is an independent controller of the personal data it processes in connection with the provision of services. The Provider undertakes to comply with all applicable data protection laws, including the GDPR. At the same time, the Provider complies with the Data Privacy Addendum for Microsoft Products and Services in its current version (Data Privacy Addendum for Microsoft Products and Services MicrosoftProductandServicesDPA(WW)(Czech)(April2025)(CR).docx)
2. f) Reporting Security Incidents: If the Provider detects a security breach involving the Customer’s data or access to the tenant, it is required to report the incident to Microsoft without undue delay, no later than 72 hours, and to cooperate in its investigation.

1. Obligations of the Customer. The Customer agrees to duly fulfill the obligations set forth below, compliance with which is a condition for the use of the licenses and services:
   a) Cooperation and Accurate Information: The Customer shall provide the Provider with all information and cooperation necessary for the delivery of the licenses (see Article III, Section 4). The information provided must be current and accurate.
   b) Compliance with Contractual Terms: The Customer shall comply with both the provisions of this Agreement and Microsoft’s terms and conditions governing the use of the Products (see Article II). The Customer shall ensure that all of its end users also use the Products in accordance with these terms.
   c) Prohibition on Misuse of Services: The Customer shall use the Products only in a lawful manner and for legitimate purposes. In particular, the Customer agrees not to use the services to distribute content that is unlawful or infringes the rights of third parties, not to interfere with the technical measures of the services, not to circumvent any security restrictions, not to reverse engineer or decompile the software, and generally not to use the Services in any manner that could harm Microsoft, the Provider, or other users.
   d) Security Measures: You will safeguard the security of your login credentials and accounts. The Customer is responsible for securing their administrator and user accounts (e.g., by choosing strong passwords, using multi-factor authentication, and restricting access to unauthorized persons). In the event of suspected account misuse or a security incident related to Microsoft services, the Customer is required to immediately notify the Provider and cooperate in resolving the issue.
   e) Payment for Services: To pay the agreed-upon price for the provided licenses in a timely and proper manner in accordance with Article V of these Terms.
   f) Legal and Regulatory Compliance: When using the Products, the Customer shall comply with all applicable laws and regulations. In particular, the Customer undertakes not to use the services for activities that violate laws (e.g., data protection laws, export control regulations, sanctions, etc.). The Customer shall also be responsible for obtaining any necessary consents or licenses if the use of a particular service requires them.

1. g) Obligation to Notify of Material Changes: The Client is obligated to notify the Provider of any material changes that may affect the performance of this Agreement no later than 15 calendar days from the date such change takes effect. Material changes include, in particular:

1. change of billing address,
2. a change in the Client’s registered office or legal form,
3. change in bank account information,
4. a change in the primary contact representative or authorized persons for placing and confirming orders,
5. a change in the individuals with access to the self-service portal,
6. a change in tax status (e.g., VAT payer/non-payer, identified person),
7. a change in ownership or control of the company (e.g., a merger or acquisition).

If the Customer fails to comply with this notification obligation, the Provider shall not be liable for any damages or delays resulting from outdated information. Changes take effect on the date of delivery to the Provider or on the date specified by the Customer, if the change is prospective,

1. h) Eligibility: The Customer agrees that, when purchasing products intended for educational institutions, government agencies, or nonprofit organizations, it meets the applicable eligibility requirements (https://aka.ms/eligiblitydefinition). The Customer is obligated to notify the Supplier of any change in eligibility and, in accordance with Microsoft’s terms and conditions, to cease using such products.

1. Limitations or outages on Microsoft’s end. The Customer acknowledges that Microsoft may restrict or suspend the provision of its services for technical or operational reasons (e.g., due to maintenance, updates, or emergency response). The Provider has no control over scheduled downtime or unexpected outages of Microsoft services. Such temporary unavailability or limitations in the functionality of the Products due to reasons on Microsoft’s part do not constitute a breach of the Provider’s obligations. Microsoft typically notifies service administrators of scheduled downtime via the administration portal; the Provider will, to the extent possible, forward relevant information to the Customer if such information is known to the Provider. Neither scheduled downtime nor unexpected service outages entitle the Customer to compensation for damages.
2. Right to Restrict Service Provision. The Provider is entitled to temporarily restrict or suspend the provision of services to the Customer (or, as the case may be, to restrict access for individual users of the Customer) if:
   – The Customer is in material breach of its obligations under the Agreement or the Microsoft Terms (e.g., uses the services for illegal activities, violates licensing restrictions, etc.),
   – The Customer is more than 14 days past due on payment of fees (see Article V, Section 4),
   – it is necessary to secure the services or protect the rights of the Provider, Microsoft, or third parties (e.g., upon detection of a serious security incident), or
   – it is required by a decision of a court or other public authority.

The Provider shall notify the Customer of such a measure (in advance, if possible) and shall apply the restriction only for as long as is strictly necessary or until the cause is resolved. The exercise of this right does not affect the Customer’s obligation to pay the agreed fees.

Article VII – Warranties, Liability, Support, Technical Cooperation, and Claims

1. Manufacturer’s Warranties vs. Provider’s Warranties. The Provider makes no warranties of its own regarding the quality or error-free nature of the Products beyond the warranties provided directly by Microsoft. The Customer acknowledges that any guarantees regarding service availability, service level agreements (SLAs), or other warranties concerning the Products are contained in Microsoft’s terms and conditions, and the Customer shall assert any claims arising therefrom against Microsoft. The Provider is not responsible for ensuring that the Products meet the Customer’s specific requirements, nor does it guarantee uninterrupted availability or error-free operation of the services. To the extent permitted by law, all warranties that might otherwise be implied (including warranties of quality or fitness for a particular purpose) are hereby excluded.
2. Limitation of the Provider’s Liability. The Provider shall be liable to the Customer only for direct damages demonstrably caused by a breach of its obligations under the Agreement. The Provider’s liability for damages is limited in both scope and amount: The Provider shall not be liable for indirect or consequential damages (e.g., lost profits, data loss, business interruption, loss of reputation, etc.) or for damages that it could not have prevented (e.g., damages caused by internet outages or force majeure events). The total amount of damages for which the Provider may be liable is, in any case, limited to an amount equal to the price paid by the Customer to the Provider for licenses under this Agreement during the 12 months preceding the occurrence of the damage. This limitation applies to the fullest extent permitted by law. However, it does not limit the Provider’s liability for damage caused intentionally or by gross negligence, nor for injury to health or life, or any other liability that cannot be limited under the law.
3. Complaints and Technical Support. If the Customer discovers a defect in the Provider’s provision of licenses (e.g., if the Provider failed to deliver the ordered number of licenses, incorrectly configured the service parameters, etc.), the Customer is required to file a complaint regarding this defect without undue delay (see Article V, Section 5 regarding invoice complaints and deadlines). The Provider shall remedy any acknowledged defects within a reasonable time or provide the Customer with a reasonable discount. If the defect or outage concerns the Microsoft cloud service itself, the Customer may contact Microsoft technical support (available online or by phone, depending on the type of service). The Provider will cooperate with the Customer to expedite the resolution of the issue with Microsoft (e.g., by providing documentation or communicating with the distributor); however, the Provider is not responsible for resolving such defects. Service downtime caused by issues on Microsoft’s part does not entitle the Customer to damages or a contractual penalty from the Provider; the Customer may receive compensation (e.g., credits) from Microsoft, if Microsoft’s terms and conditions so provide.
4. Providing first-level support. The Provider agrees to provide the Customer with first-level technical support for the licensed Products, limited to general inquiries, known issues, and publicly available solutions. If a problem cannot be resolved at the Provider’s level, it will be escalated to Microsoft in accordance with the CSP program rules; in such cases, the Provider will keep the Customer informed of the status of the escalated request. A prerequisite for escalating an issue is the Customer’s approval of delegated administrative access (GDAP) for the Provider; without this, it is not possible to escalate an issue to Microsoft Support on behalf of the Customer.
5. Indemnification of the Provider and Microsoft. The Customer is responsible for ensuring that its use of the Products does not infringe the rights of third parties or violate the terms of the Agreement or Microsoft’s terms. If, as a result of the Customer’s (or its users’) acts or omissions, the Provider or Microsoft suffers damage or is required to fulfill an obligation toward a third party (e.g., compensation for damages, a fine from a regulatory authority, etc.), the Customer agrees to indemnify the Provider and/or Microsoft for all such provable claims, including legal fees. This provision establishes the Customer’s obligation to indemnify the Provider and Microsoft for claims arising from a breach of the Customer’s obligations. The Provider shall notify the Customer of the assertion of any such claim and, where appropriate, allow the Customer to participate in the defense. Both actual damages and lost profits shall be compensated.
6. Unauthorized Use and Force Majeure. Neither the Provider nor Microsoft shall be liable for damages caused by the unauthorized use of the services (e.g., misuse of the Customer’s login credentials by an unauthorized person). Likewise, they shall not be liable for service outages or limitations caused by circumstances beyond their control (e.g., general Internet outages, data center failures, force majeure events, etc.). For the duration of such circumstances, the Provider’s performance is excused, and the unavailability of services for these reasons does not constitute a breach of the Agreement.

7. Incident Escalation and Support Metrics

The Provider may maintain records of incidents in the incident management system and is able to generate monthly reports. Microsoft may request that the Customer share anonymized incident and support statistics for the purpose of optimizing services.

Article VIII – Termination of the Agreement and Transition to Another Partner

• Termination of the contractual relationship. The contract may be terminated in the following ways:
  1. By agreement of the Parties as of the date on which the Parties agree in writing.
  2. Termination by the Provider or the Customer, even without stating a reason, with a 60-day notice period, which begins on the first day of the month following the delivery of written notice to the other Party (unless a longer notice period has been agreed upon).
     1. i) Procedure for Terminating the Agreement. Notice of termination must be given in writing and delivered to the Provider no later than 30 calendar days after receipt of the notice of changes to the terms and conditions. The notice of termination is deemed delivered upon receipt by the Provider, which may be confirmed by a delivery receipt, an electronic message, or delivery to the recipient’s data box. The notice of termination must include the identification of the contract being terminated, a statement of the reasons for termination with reference to the changes to the terms and conditions with which the Customer disagrees, and the date on which the contract is to be terminated. The Provider is obligated to confirm receipt of the notice of termination and its effectiveness, and, if applicable, to inform the Customer of further steps related to the termination of the contractual relationship.
     2. ii) Impact of Termination on Subscriptions. In the event of termination of the Framework Agreement (if multiple subscriptions are in effect under it), the ability to order new products through the Provider shall cease as of the date the notice period expires. Furthermore, unless otherwise expressly agreed between the Parties, all currently active subscriptions provided under the Agreement shall terminate on the original anniversary date of the subscription period as ordered by the Subscriber. If the Subscriber expressly requests that a specific subscription continue until the end of its originally agreed-upon term (e.g., until the expiration of the one-year/three-year period) and the Provider has agreed to this in writing, the terms of this Agreement shall remain in effect for a limited period for such subscriptions as well, so that they may run their course properly until all of the Subscriber’s subscriptions have expired. In the event that the Customer wishes to terminate its cooperation with the Provider earlier, the Customer is obligated to transfer its subscriptions, whose renewal dates fall after the expiration of the notice period, to another CSP partner as of the last day of the notice period. The Provider undertakes to cooperate with this process during normal business hours.
  3. Termination of the MCA. If a customer wishes to cancel all subscriptions—not only those obtained from the Provider but also those with Microsoft—the Microsoft Customer Agreement (MCA) with the customer must be terminated. If this procedure is followed, all rights and subscriptions will be revoked by Microsoft, and the Provider will terminate the subscriptions as of the MCA termination date, in accordance with the terms set forth in the MCA. The Subscriber will then no longer have access to the subscriptions and cannot request performance or delivery from the Provider under the Agreement. Upon termination of the MCA, it is not possible to purchase subscriptions from any other reseller or partner (Microsoft reseller). The Customer acknowledges that upon termination of the MCA, they will lose access to all Microsoft services provided under the CSP.

1. Termination of the Agreement by the party entitled to terminate it—as a result of a material breach of obligations by the other Party (pursuant to paragraph 2 below).

1. Expiration of the subscription without renewal and without an extension period.

• The Provider agrees to provide the Customer with all necessary cooperation in the proper termination of the contractual relationship.
• Termination for Material Breach. The following, in particular, shall be considered a material breach of the Agreement by the Customer: (i) the Customer’s delay in paying any invoice by more than 30 days; (ii) a demonstrable violation of the license terms or legal regulations when using the Products (e.g., unauthorized sharing of services with third parties, serious security incidents caused by the Customer’s actions); or (iii) any other breach that substantially frustrates the purpose of this Agreement. In such cases, the Provider may terminate the Agreement effective as of the date of delivery of the notice of termination to the Customer (or on another date specified in the notice of termination). In the event of a material breach, the Provider is entitled to terminate the provided services or otherwise make them inaccessible upon the expiration of a 30-day period from the breach of obligation or the discovery that a breach of contract has occurred. The Provider shall not suspend services without prior notice to the Customer. A material breach of the Agreement by the Provider shall include, in particular: (i) repeated and unjustified failure to deliver the ordered licenses or other serious failure by the Provider to fulfill its obligations, which, even after written notice to the Customer, has not been remedied within a reasonable additional period (at least 30 days); or (ii) a situation where the continuation of the Agreement is in violation of legal regulations. In such cases, the Customer may withdraw from the Agreement, effective as of the date of delivery of the written notice of withdrawal to the Provider. Withdrawal must be made in writing.
• Consequences of Early Termination. Upon termination of the Agreement prior to the expiration of all agreed-upon License Periods, particularly in the event of early cancellation of annual or three-year subscriptions, the Customer agrees to pay the Provider all remaining fees for these periods as if the Agreement were to continue until the regular end of each subscription, regardless of whether the payments are annual or monthly. The Customer therefore specifically acknowledges that, upon termination of the Agreement during an annual or three-year subscription, the Customer is obligated to pay the license fee for the entire year, even if the Customer no longer uses the services (early termination does not entitle the Customer to a refund of a pro-rated portion of the prepaid price). For monthly subscriptions, the Customer is obligated to pay fees through the end of the month in which the Agreement terminates.
• Penalties and costs for early cancellation. If, as a result of termination or withdrawal requested by the Customer, the Provider incurs any costs or penalty fees owed to Microsoft or its distributor (e.g., a fee for early termination of an annual license), the Customer shall reimburse the Provider for such costs in full. The Provider shall notify the Customer in advance of the possibility of such costs and inform the Customer of their amount (if known), and the Customer agrees to them by insisting on early termination.
• Switching to another partner. The Customer is entitled, even during the term of this Agreement, to enter into a contract for the purchase of Microsoft licenses with another partner in the CSP program. The Provider shall not prevent the Customer from doing so; upon request, the Provider shall provide the necessary cooperation to transfer the subscriptions to another provider, provided that Microsoft’s rules permit it (e.g., by releasing the Customer’s tenant for assignment to a new partner in the system). However, the Customer is responsible for arranging service continuity with the new partner to ensure that there is no interruption in service availability. It is recommended to change partners on the expiration date of the License Term for the existing subscriptions; otherwise, the Customer may be charged a fee by the previous partner (the Provider) in accordance with the preceding paragraph.
• Continuing obligations after termination. Provisions of the Agreement that, by the will of the parties or by their very nature, are intended to remain binding even after the termination of the Agreement, shall remain in effect even after the termination of the Agreement. These include, in particular, provisions regarding the protection of confidential information, liability and limitations on damages, payment of amounts due, and the provisions of Article VIII (to the extent they affect the settlement of the contractual relationship).

Article IX – Governing Law and Dispute Resolution

1. Governing Law. The Agreement and these Terms and Conditions are governed by the laws of the Czech Republic, in particular the relevant provisions of the Civil Code. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the relationship between the Parties.
2. Dispute Resolution. The Parties shall endeavor to resolve any disputes arising out of or in connection with this Agreement primarily through amicable means. If the dispute cannot be resolved by agreement within a reasonable time, it shall be decided by the courts of the Czech Republic having subject-matter and territorial jurisdiction. The parties agree that the court with territorial jurisdiction shall be the general court having jurisdiction over the Provider’s registered office, unless mandatory legal provisions stipulate the exclusive jurisdiction of another court.

Article X – Final Provisions

1. Severability of Provisions. If any provision of these Terms and Conditions or the Agreement is found to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace such invalid or unenforceable provision with a valid and enforceable provision that best reflects the original intent.
2. Changes to the Terms and Conditions. The Provider is entitled to amend these Terms to a reasonable extent, particularly due to changes in legislation, the terms of the CSP program, or Microsoft’s business policies. The Provider shall notify the Customer of any intended change in writing (e.g., by email) at least 30 days before the change takes effect. If the Customer does not agree with the change, the Customer is entitled to reject the change within 15 days of receiving the notice and to terminate the Agreement as of the date prior to the change taking effect. If the Customer does not reject the change within the specified period and continues to use the licenses even after the effective date of the change, the Customer shall be deemed to have accepted the amendment to the Terms and Conditions. This does not affect the possibility of amending the Agreement by individual agreement between the Parties.
3. Assignment of the Contract. The Customer is not authorized to assign the Agreement or any rights or obligations arising therefrom to a third party without the Provider’s prior written consent. Any assignment made in violation of this provision is void. The Provider is entitled to assign the Agreement to another entity within its business group or in connection with the transfer of its business activities related to the provision of licenses (e.g., through the sale of a part of the business); in such a case, the Provider shall notify the Customer thereof.
4. Confidentiality and Publicity. The Parties agree to maintain confidentiality regarding all facts they learn during the performance of the Agreement that constitute confidential information (in particular, trade secrets, non-public technical or commercial information, information on security measures, etc.). Neither Party may, without the consent of the other Party, disclose or communicate the other Party’s confidential information to a third party, except as required by law or as necessary for the performance of the Agreement. However, the Provider is entitled to list the Customer in its portfolio of references as a client (e.g., logo, business name), unless the Customer expressly objects in writing.
5. Effectiveness of the Terms and Conditions. These Terms and Conditions shall become effective on February 1, 2026. The Terms and Conditions may be amended only in the manner specified above or by written amendments signed by both Parties. The Agreement, including these Terms and Conditions, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements on the same matter.