Our Terms & Conditions
Cyberspace IT c/o Global IT Technologies Group LLC, an Parent Business Entity, Limited Liability Corporation Registered in Florida, United States, 7901 4th St N, Ste 14023, St Petersburg, Florida, 33702, [email protected] +1 863 225-1463
Global IT Technologies Group LLC, an Overseas Business Entity, Limited Liability Corporation Registered in United Kingdom, 86/90 Paul Street, London, Greater London, EC2A 4NE
Limitations of Liability WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COM\PENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Glo IT’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO Cyberspace IT c/o Global IT Technologies Group LLC, OR Cyberspace IT c/o Global IT Technologies Group LLCPARTNER IF PAID TO A Cyberspace IT c/o Global IT Technologies Group LLC PARTNER, FOR THE SERVICES THAT CAUSED SUCH DAMAGE IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. The limitation of liability set forth above is a fundamental element of the basis of this Agreement between Cyberspace IT c/o Global IT Technologies Group LLC and you. Cyberspace IT c/o Global IT Technologies Group LLC would not be able to provide the Services on an economic basis without such limitations.
Despite any other provision to the contrary contained in the Agreement , all outstanding payments payable to Cyberspace IT under the Agreement shall become due immediately: (i) on termination of the Agreement, (ii) on the commencement of any act or proceeding in which the Customer’s solvency is involved, (iii) where the Customer fails to make (or admits its inability to make) any payment required to be made under the Agreement or any other material agreement between the Customer and Cyberspace IT when such payment is due, (iv) if Cyberspace IT determines in its sole discretion that the Customer (or any member of its Group to which Cyberspace IT may supply Services and/or Products under the Agreement), represents a credit risk, or its financial position deteriorates to such an extent that its capability to adequately fulfil its obligations (including but not limited to the payment obligations) under the Agreement has been placed in jeopardy. In the above scenarios Cyberspace IT may, by notice to the Customer declare that all outstanding payments, accrued interest and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable. This clause 13.3 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
Without prejudice to any other right or remedy Cyberspace IT may have in respect of any failure by the Customer to pay the Charges or other monies payable pursuant to the Agreement, Cyberspace IT may charge interest at the rate 5% above the base rate of the Bank of England from time to time in force, after as well as before judgement on any amount due from the Customer to Cyberspace IT from the date due for payment until payment is received.
If the Customer fails to pay any sum due under the Agreement on the due date for payment, Cyberspace IT may, without prejudice to any other any other right or remedy it may have, withdraw the provision of Services or any part thereof until all overdue payments are made in full.
Notwithstanding the provisions of clauses 13.1, 13.5 and 13.6, Cyberspace IT agrees not to terminate and/or suspend the Services in the event of late payment due to clerical error or banking oversight on the Customer’s part, provided the Customer subsequently makes payment upon receipt of reminder from Cyberspace IT no later than seven (7) days from the date the invoice should have been paid.
Any credit note, balance or other liability issued by Cyberspace IT to the Customer shall expire, without notice, within twelve (12) months of the date of issuance by Cyberspace IT. The Customer shall be deemed to have forfeited any right to such credit amounts and shall not be entitled to a replacement or repayment of any amounts related thereto.
Novation Background: This Addendum to the Contract is hereby made to formally notify and document the change in the name of the Supplier from Orbital IT t/a GITG Holdings Limited to Cyberspace IT c/o Global IT Technologies Group LLC, effective January 01, 2023. The parties entered into the original contract on or before September 04, 2022, and this Addendum is intended to ensure that all references to the Supplier’s name in the contract are updated to reflect the new company name under resolution.
No Change in Rights or Obligations: This Addendum to Contract, effective as of January 01, 2023, does not alter or affect any rights or obligations of either party under the original contract or any prior addendum; it solely pertains to the change of the Supplier’s name. Additionally, this Novation to Contract is effective as of October 17, 2023.
Entire Agreement: This addendum constitutes the entire agreement between the parties concerning the change of the Supplier’s name and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
“Confidential Information” means a party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. “Confidential Information” does not include the Licensed Materials (which are subject to other restrictions under this Agreement. All business terms of this Agreement, including, but not limited to, pricing and access, shall be considered Confidential Information of Cyberspace IT c/o Global IT Technologies Group LLC.
Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; or (c) became generally available to the public, by publication or otherwise, through no fault of such party. The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party.
Please note that these terms and conditions are subject to change andmay vary based on your location, the specific products or services involved, and other factors. It’s essential to obtain the most up-to-date and accurate terms and conditions from official Microsoft sources or authorized resellers.
Reseller Administrator Access and Customer Data: Customer acknowledges and agrees that (i) once Customer has chosen a Reseller, that Reseller will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Customer Data, however, Customer may request additional administrator privileges from its Reseller; (ii) Customer can, at its sole discretion and at any time during the Term, terminate its Reseller’s administrative privileges; (iii) Reseller’s privacy practices with respect to Customer Data or any services provided by Reseller are subject to the terms of Customer’s agreement with its Reseller and may differ from Microsoft’s privacy practices; and (iv) Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including personal data. Customer consents to Microsoft providing Reseller with Customer Data and information that Customer provides to Microsoft for purposes of ordering, provisioning and administering the Online Services Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Additional privacy and security details are in the Online Services Terms. The commitments made in the Online Services Terms only apply to the Online Services purchased under this agreement and not to any services or products provided by a Reseller. If Customer uses software or services that are hosted by a Reseller, that use will be subject to Reseller’s privacy practices, which may differ from Microsoft’s. Customer appoints Reseller as its agent for purposes of interfacing with and providing instructions to Microsoft for purposes of license deliverance. As and to the extent required by law, Customer shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required by law, and Customer shall obtain the users’ consent to the same.
Software: Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date Customer is first licensed for that version. If it does not, and Customer notifies Microsoft within the warranty term, then Microsoft will, at its option, (1) return the price Customer paid for the Software license or (2) repair or replace the Software.
Online Services: Cyberspace IT c/o Global IT Technologies Group LLC warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are in the SLA.
Exclusions: The warranties in this agreement do not apply to problems caused by accident, abuse or use inconsistent with this agreement, including failure to meet minimum system requirements. These warranties do not apply to free or trial products, Previews, Limited Offerings, or to components of Products that Customer is permitted to redistribute.
Setting up a Direct Debit: Establishing a Direct Debit Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Direct Debit Management Scheme. Direct Debits can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Setting up a Credit Card: Establishing a Credit Card Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Credit Card Management Scheme. Credit Card Mandates can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Handler Surcharges: Surcharges for payments made using MasterCard, Visa, or American Express may be applicable to the customer and will be calculated based on the invoice value. These surcharges are determined per transaction and will be reflected in the total amount due on each invoice.
Administration Fee: For any new Direct Debit Mandate setup, an administration fee of $50.00 plus Federal Tax will be charged, which will be included in the initial setup of services. In the event that Cyberspace IT c/o Global IT Technologies Group LLC receives a notification of cancellation while within the Retainer Scope, an additional setup fee of $50.00 will be incurred by the partner to reestablish the ACH Debit method.
Late Payment Fee: A Late Payment Fee of $25.00 plus Federal Tax will be charged if an ARRUDS report is received from the merchant services for unpaid services. This fee will be applied to the account as a separate charge invoice.
Deposit: A deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Affiliated Integrations: Cyberspace IT c/o Global IT Technologies Group LLC utilizes workflow services across all platforms, which integrate with services such as Microsoft, Google, RMM Agent, and Monitoring Services. In the event of a cancellation, the services are designed to "kick out" until a re-submission is completed. Cyberspace IT c/o Global IT Technologies Group LLC shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported.
Direct Credits: Cyberspace IT c/o Global IT Technologies Group LLC operate with a payment management system linked with Salesforce, ConnectWise & Paysuite when processing our reconciliation processes, credits & payment management. If you as a partner are due a Direct Credit from Cyberspace IT c/o Global IT Technologies Group LLCfor any reasons such as refunds, variation returns or collection in errors these are processed Monthly on Day 20 of that period, we ask that you refer to the section “BACs” to understand lead-times and processing with bank institutions.
Direct Payments: All retainer costs, including IT Support, Development Retainers, and any other contractual obligations such as Microsoft 365 New Commerce Experience Services, shall be collected via Direct Debit. No other payment options are offered. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay.
Payment The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the specified period shall, in the absence of a written explanation from the Customer that has been duly accepted by Cyberspace IT c/o Global IT Technologies Group LLC , render the Customer in material breach of the Agreement. Invoices shall be payable in United States Dollars "USD", unless otherwise agreed that they shall be payable in Great British Pounds "GBP". Payment is due by the date specified on the Sales Quotation/Order Form or on the invoice, but in any event, no later than fourteen (30) days from the invoice date, unless otherwise agreed in writing.
Customer Obligation During the agreement the customer shall.
Provide, free of charge, reasonable usage of machine time, communications, stationery, media, suitable working accommodation, parking, and access deemed necessary by Cyberspace IT c/o Global IT Technologies Group LLC in order to fulfil its obligations under the Agreement and shall provide an appropriate environment or platform to enable Cyberspace IT to provide the Services or test run any Product and, in particular, the Customer warrants to Cyberspace IT that the Customer shall provide an environment capable of receiving the Services or Products; Commitment, Liability & Terms
provide in a timely manner such information as Cyberspace IT c/o Global IT Technologies Group LLC may request and ensure that such information is accurate in all material respects.
nominate prior to the provision of any of the Services an authorised representative of the Customer to be its prime point of contact with Cyberspace IT c/o Global IT Technologies Group LLC during the Agreement, who shall have the authority to contractually bind the Customer.
Allow Cyberspace IT c/o Global IT Technologies Group LLC reasonable access to its employees for the purpose of investigation and discussion in connection with the Agreement and ensure that its employees cooperate fully with Cyberspace IT c/o Global IT Technologies Group LLC in relation to the provision of the Services;
Provide in a timely manner free and safe access to the Customer's premises and other facilities as is necessary by Cyberspace IT c/o Global IT Technologies Group LLC to comply with its obligations under the Agreement;
Ensure that any equipment provided by Cyberspace IT c/o Global IT Technologies Group LLC during the provision of Services and/or Products under the Agreement shall not be modified, changed or removed without the prior written permission of Cyberspace IT. Where Cyberspace IT, at its sole discretion, establishes that such equipment has been modified, changed or removed then the cost of restoring or replacing the equipment shall be recovered from the Customer.
it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities, to the extent necessary, to enter into the Agreement and to perform and carry out its obligations hereunder;
the persons executing the Agreement on its behalf have express authority to do so, and, in so doing, to bind the Customer;
the execution, delivery, and performance of the Agreement does not violate any provision of any law, charter, regulation applicable to it; and
The execution, delivery and performance of the Agreement has been duly authorized by all necessary corporate actions and the Agreement is a valid and binding obligation of the Customer enforceable in accordance with its terms.
If the Customer is a subsidiary within a Group, it undertakes to obtain a guarantee from the holding company in respect of its payment obligations under the Agreement before entering into the Agreement or at anytime at the request of Cyberspace IT c/o Global IT Technologies Group LLC . Whereas, if the Customer is the holding company within the Group, it acknowledges and agrees to be jointly and severally liable for the obligations (including but not limited to the payment obligations) of any subsidiary company to which Cyberspace IT c/o Global IT Technologies Group LLC provides Services and/or Products under the Agreement. Commitment: Customers agree to the terms and conditions of the Microsoft New Commerce Experience alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. Customers with retainers for Microsoft Subscriptions assigned by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries through appropriate channels of Quote and Invoicing are assigned to a New Commerce Experience 12-Month Fixed term. Business-to-Business cancellations and life changes follow a 72-hour cooling-off period from the point of order acceptance with Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries. Any renewal of orders at the 12-month anniversary in line with your Support Retainer shall also be subject to the 72-hour cooling-off period. Business-to-Business changes of order, life changes, and cancellations of orders are not applicable unless prior approval is sought from the management of Cyberspace IT c/o Global IT Technologies Group LLC. Termination costs will be calculated based on the duration versus the remainder of the service on a per user per month basis. Licensing increases are permissible at any time during the Microsoft Terms, while any reduction in licensing will be charged based on the duration versus the remainder of that particular license. To take advantage of the “Beat the Price Rise Offer,” ensure orders are placed before November 15, 2023, by contacting [email protected]. Microsoft Monthly subscriptions and add-on licensing for consumer bases are subject to a 7.50% increase SKU Rate, with further increments subject to Business Inflation Rates for the particular fiscal year. We will serve and commit to our own MSP agreement in conjunction with our Microsoft Partnership status, this can be found at https://support.cyberspace-it.co.uk / https://support.cyberspace-it.com
Customers agree to the terms and conditions of Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. This includes all retainer costs, such as IT Support, Development Retainers, and any other contractual obligations. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay. All retainer costs shall be collected via Direct Debit, and no other payment options are offered. In the event of a cancellation, services are designed to "kick out" until a re-submission is completed. Cyberspace IT shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported. Additionally, a deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Waiver: In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
Data Protection Act 2018 (amended): Compliance with Data Protection Act 2018 (Amended): Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Data Protection Act 2018 (as amended) and the UK General Data Protection Regulation (UK GDPR). We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Data Protection Act 2018 (as amended) and the UK GDPR.
Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the relevant supervisory authority and affected individuals in accordance with the Data Protection Act 2018 (as amended) and the UK GDPR.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at [email protected].
Florida Information Protection Act 2014 Compliance with Florida Information Protection Act 2014: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Florida Information Protection Act 2014. We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Legal Affairs in accordance with the Florida Information Protection Act 201412.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Florida Information Protection Act 2014.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at [email protected].
HIPAA (1996) First Amendment: Compliance with HIPAA: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, including the Privacy Rule, Security Rule, and Breach Notification Rule.
Protected Health Information (PHI): We ensure that all Protected Health Information (PHI) is processed lawfully, fairly, and transparently. PHI includes any information that can be used to identify an individual and relates to their health status, provision of healthcare, or payment for healthcare.
Data Collection and Use: PHI collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process PHI in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect PHI against unauthorized or unlawful processing, accidental loss, destruction, or damage. This includes encryption, access controls, and regular security assessments.
Data Subject Rights: Individuals have the right to access their PHI, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach involving PHI, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Health and Human Services (HHS) in accordance with HIPAA regulations12.
Third-Party Processing: Where PHI is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with HIPAA regulations. Business Associate Agreements (BAAs) will be in place with all third-party processors.
Data Retention: PHI will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in HIPAA regulations or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at [email protected]
Intellectual Property: Cyberspace IT c/o Global IT Technologies Group LLCis a service mark and trademark entity. Prior permission must be sought before using our material, sharing our documentation, or disseminating our legal information. All logos, property, official documentation, official imagery, and social media content are strictly owned by Cyberspace IT c/o Global IT Technologies Group LLC. Unauthorized usage in any manner is strictly prohibited unless explicit approval is obtained from us.
Content Rights: Your use of Cyberspace IT website is subject to the following Terms of Use. By using this Site, you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, please do not use this Site. Cyberspace IT reserves the right to change these Terms of Use from time to time; therefore, please check the Terms of Use periodically for changes. Your continued use of the Site will constitute acceptance of any changes to these Terms of Use. All material in whatever form contained on the Site (save for any trademarks owned by third parties) is the property of Cyberspace IT. In particular, your attention is drawn to the fact that Cyberspace IT asserts its copyright ownership over all of the materials and provides no license or other rights to use any of its trademarks appearing on the Site. You are not permitted to copy any of the materials on the Site without first seeking and obtaining the prior written consent of Cyberspace IT.
The Information on the Website: Whilst Cyberspace IT strives to ensure the information on this Site is accurate, Cyberspace IT is not always able to check the accuracy or completeness of that information and does not accept any liability arising from any inaccuracies or omissions in the information on this Site. You are advised to verify the accuracy of any information before relying on it.on it.
Authorized Reseller: Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries are authorized Microsoft partners under the following MPN Details:
Cyberspace IT c/o Global IT Technologies Group LLC: 6692751 To request a copy of the terms and conditions for the NCE annual 12-month commitment, please reach out to Cyberspace IT c/o Global IT Technologies Group LLC directly through their service support or sales channels. Additionally, you can visit the official Microsoft website and navigate to the Microsoft NCE program section, where Microsoft often provides detailed terms and conditions for their programs, which you can review and download.
Consultation with Legal Professionals: If you require a comprehensive understanding of the terms and conditions and how they apply to your organization, it is advisable to consult with legal professionals. They can provide guidance and ensure that the contract aligns with your specific needs and legal requirements.
Suspension of Services and Liability: We reserve the absolute right to suspend any services due to non-payment, misuse of services, or containment issues that fall under the scope of the Microsoft 365 NCE Terms & Conditions. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any damages or losses incurred as a result of such suspensions. It is the responsibility of the customer to ensure compliance with all terms and conditions to avoid service interruptions.
Formation of Closure and Liability: The closure of any Microsoft 365 Services, including but not limited to Teams Voice, Mail Services, Defender, Dynamics 365, and Microsoft 365 Core components, with outstanding payment liabilities, will require full payment clearance prior to any handover of services to the customer or onboarding of a Managed Service Provider. For any Annual Commitment Monthly Instalment service types, the final invoice will be generated for the remaining period of the fiscal year and will be due for immediate clearance prior to the commencement of handover proceedings. This will be in line with any Business Support Retainer charges due. Please refer to “Terms & Conditions – Business Support Retainers” for more information. Cyberspace IT c/o Global IT Technologies Group LLC will not be held liable for any delay or disruption caused by mishandling of settlement prior to transfer.
On termination of this Agreement any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected. On termination of the Agreement for any reason, the Customer shall immediately return to Cyberspace IT the Products and all materials, information, equipment, documents, tools, drawings, specifications, data systems and other property of Cyberspace IT in the Customer’s possession or control.
Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
On termination of the Agreement for any reason, despite any other provision, all payments/Charges payable to Cyberspace IT under the Agreement shall become due and payable immediately. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. For the avoidance of doubt, the Customer shall immediately pay to Cyberspace IT all of the outstanding unpaid invoices and interest and, in respect of Services and Products for which no invoice has yet been submitted, Cyberspace IT shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Misuse and Post-Termination Usage: If Cyberspace IT c/o Global IT Technologies Group LLC Technologies identifies misuse of services, intellectual property issues, or usage of services post-termination or closure, such actions will be subject to investigation. Recovery proceedings will be initiated, and reports will be made to the relevant local authorities.
Microsoft 365 Azure Terms of Usage: Customers agree to the terms and conditions of the Microsoft 365 Azure Terms of Usage alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. For more information, please visit the Microsoft Azure Legal Information; https://azure.microsoft.com/en-us/support/legal/
Customers that have retainers with Microsoft Subscriptions assigned to them by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidies through appropriate channels of Quote and Invoicing are assigned to Azure Subscription types of either 12, 24 or 36 Month Fixed.
Agreement to New Commerce Experience:This agreement will remain in effect until the expiration of the 1 Year Term or termination of Customer’s Subscriptions, Retainers, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement.
Cancel a Subscription: Customer’s Reseller will establish the terms and conditions, if any, upon which Customer may cancel a Subscription.
Termination for cause: If either party breaches this Agreement, the other party may terminate the breached agreement (in whole or in part, including orders) upon notice. If the breach is curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching party and an opportunity to cure the breach.
Container Storage: Customers that use Azure Services for Storage facilities whether in storage blobs or Virtual Machines will have their own instance setup within their Partner Center. Any Backup services that are applicable for a customer in paid services, will be backed up between instances of your own and a secondary location of Cloud storage within Azure for best practices and security requirements. This will be stored for you comfortably by us under the commitments of our retainers and contracts with regular interval backup sequences.
App Services: Any App Services used by customers within Azure shall be setup in their own Partner Center within Microsoft.
Termination: If termination is received from the customer of Azure Subscription types, this shall be calculated based on the life of the remaining duration of months left in line with the commitment and issued a final invoice to be settled before any arrangement of transfer is made to the customer or on-boarding Managed Service Provider. Any damages caused or delay due to settlement issues are not to be held against or in responsibility to Cyberspace IT c/o Global IT Technologies Group LLC, such as suspension or service disruption base on closure of services.
Use Rights: The Use Rights in effect when Customer orders Software will apply to Customer’s use of the version of the Software that is current at the time. For future versions and new Software, the Use Rights in effect when those versions and Software are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless Customer chooses to have those changes apply.
Temporary and perpetual licenses: Licenses available on a subscription basis are temporary. For all other licenses, the right to use Software becomes perpetual upon payment in full.
Online Services Terms: The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period.
Suspension: Microsoft may suspend use of an Online Service during Customer’s violation of the Acceptable Use Policy or failure to respond to a claim of alleged infringement. Microsoft will give Customer notice before suspending an Online Service when reasonable.
End Users: Customer controls access by End Users and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy.
Remedies for non-compliance: If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5% or more, Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price last and customer price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to the actual installed base. If there is no unlicensed use, Microsoft will not subject Customer to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means.
Online Services Commitment Offering: Customer commits in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis for continued use of the Online Service.
Misc: You agree to receive electronic notices from us, which will be sent by email to the account administrator(s) named for your Subscription. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address for the account administrator(s) named for your Subscription is accurate and current. Any email notice that we send to that email address will be efective when sent, whether or not you actually receive the email.
Assignment: You may not assign this agreement either in whole or in part. Cyberspace IT c/o Global IT Technologies Group LLC may transfer this agreement without your consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment is void.
Severability: If any part of this agreement is held unenforceable, the rest remains in full force and effect.
No agency: This agreement does not create an agency, partnership, or joint venture.
No third-party beneficiaries: There are no third-party beneficiaries to this agreement.
Defence of Third-Party Claims: The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defence and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.
By Microsoft: Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third-party claim.
By Customer: To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or Non Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or harms a third party.
Business Associates and Delegation Cyberspace IT may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party. For the avoidance of doubt, Cyberspace IT may delegate any of its obligations or responsibilities arising out of the Agreement to any of its Supplier or business associates, and performance by such Suppliers and business associates shall be deemed to be performance by Cyberspace IT.
a) The Customer shall not, without the prior written consent of Cyberspace IT, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
b)At the written request of the Customer Cyberspace IT may, at its sole discretion, agree to novate the Agreement. Such agreement must be evidenced in writing.
PerformanceCyberspace IT shall use its reasonable endeavours to comply with any day or dates for despatch or delivery of Products and for the performance of Services as stated in the Agreement. Unless the Agreement contains express provisions to the contrary, any such dates shall be estimates only and the time of despatch or delivery of Products, or the time for performance of Services shall not be of the essence; such dates shall constitute only statements of expectation and shall not be binding. If Cyberspace IT, having used its reasonable endeavours fails to despatch or deliver the Products, or to perform the Services within the agreed dates or timescales, whether or not binding, such failure shall not constitute a breach of the Agreement. The Customer shall not be entitled to treat the Agreement as thereby repudiated or to rescind it, and any other ancillary Agreement in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.
a) When expedited delivery or performance is agreed to in writing by Cyberspace IT and the Customer and necessitates overtime and/or other additional costs, the Customer shall reimburse Cyberspace IT for the overtime and additional costs incurred and shall pay the same immediately upon invoice.
b) Cyberspace IT shall not be liable for any delay or failure to deliver the Products or perform the Services that is caused by Force Majeure or the Customer’s failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products and/or performance of Services. If performance of the Agreement is suspended at the request of or delayed through default of the Customer including, but without prejudice to the generality of the foregoing, refusal to accept delivery of the Products or performance of the Services, for a period of seven (7) days, Cyberspace IT shall be entitled to payment at the then prevailing rates for the Services already performed and Products supplied or ordered and any other additional costs thereby incurred and the Customer shall pay such sums immediately upon invoice.
c) If Cyberspace IT performance of any of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Cyberspace IT confirming such costs, charges and losses to the Customer in writing.
Global IT Technologies Group LLC, an Overseas Business Entity, Limited Liability Corporation Registered in United Kingdom, 86/90 Paul Street, London, Greater London, EC2A 4NE
General
Disclaimer THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR AS OTHERWISE SET FORTH HEREIN, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, SERVICES ARE LIMITED TO CURRENT PRODUCTION SUPPORTED PRODUCTS.Limitations of Liability WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COM\PENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Glo IT’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO Cyberspace IT c/o Global IT Technologies Group LLC, OR Cyberspace IT c/o Global IT Technologies Group LLCPARTNER IF PAID TO A Cyberspace IT c/o Global IT Technologies Group LLC PARTNER, FOR THE SERVICES THAT CAUSED SUCH DAMAGE IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. The limitation of liability set forth above is a fundamental element of the basis of this Agreement between Cyberspace IT c/o Global IT Technologies Group LLC and you. Cyberspace IT c/o Global IT Technologies Group LLC would not be able to provide the Services on an economic basis without such limitations.
Despite any other provision to the contrary contained in the Agreement , all outstanding payments payable to Cyberspace IT under the Agreement shall become due immediately: (i) on termination of the Agreement, (ii) on the commencement of any act or proceeding in which the Customer’s solvency is involved, (iii) where the Customer fails to make (or admits its inability to make) any payment required to be made under the Agreement or any other material agreement between the Customer and Cyberspace IT when such payment is due, (iv) if Cyberspace IT determines in its sole discretion that the Customer (or any member of its Group to which Cyberspace IT may supply Services and/or Products under the Agreement), represents a credit risk, or its financial position deteriorates to such an extent that its capability to adequately fulfil its obligations (including but not limited to the payment obligations) under the Agreement has been placed in jeopardy. In the above scenarios Cyberspace IT may, by notice to the Customer declare that all outstanding payments, accrued interest and all other amounts accrued or outstanding under the Agreement be immediately due and payable, whereupon they shall become immediately due and payable. This clause 13.3 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement.
Without prejudice to any other right or remedy Cyberspace IT may have in respect of any failure by the Customer to pay the Charges or other monies payable pursuant to the Agreement, Cyberspace IT may charge interest at the rate 5% above the base rate of the Bank of England from time to time in force, after as well as before judgement on any amount due from the Customer to Cyberspace IT from the date due for payment until payment is received.
If the Customer fails to pay any sum due under the Agreement on the due date for payment, Cyberspace IT may, without prejudice to any other any other right or remedy it may have, withdraw the provision of Services or any part thereof until all overdue payments are made in full.
Notwithstanding the provisions of clauses 13.1, 13.5 and 13.6, Cyberspace IT agrees not to terminate and/or suspend the Services in the event of late payment due to clerical error or banking oversight on the Customer’s part, provided the Customer subsequently makes payment upon receipt of reminder from Cyberspace IT no later than seven (7) days from the date the invoice should have been paid.
Any credit note, balance or other liability issued by Cyberspace IT to the Customer shall expire, without notice, within twelve (12) months of the date of issuance by Cyberspace IT. The Customer shall be deemed to have forfeited any right to such credit amounts and shall not be entitled to a replacement or repayment of any amounts related thereto.
Novation Background: This Addendum to the Contract is hereby made to formally notify and document the change in the name of the Supplier from Orbital IT t/a GITG Holdings Limited to Cyberspace IT c/o Global IT Technologies Group LLC, effective January 01, 2023. The parties entered into the original contract on or before September 04, 2022, and this Addendum is intended to ensure that all references to the Supplier’s name in the contract are updated to reflect the new company name under resolution.
No Change in Rights or Obligations: This Addendum to Contract, effective as of January 01, 2023, does not alter or affect any rights or obligations of either party under the original contract or any prior addendum; it solely pertains to the change of the Supplier’s name. Additionally, this Novation to Contract is effective as of October 17, 2023.
Entire Agreement: This addendum constitutes the entire agreement between the parties concerning the change of the Supplier’s name and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
“Confidential Information” means a party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. “Confidential Information” does not include the Licensed Materials (which are subject to other restrictions under this Agreement. All business terms of this Agreement, including, but not limited to, pricing and access, shall be considered Confidential Information of Cyberspace IT c/o Global IT Technologies Group LLC.
Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during the Term of this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that: (a) was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party; (b) was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information; or (c) became generally available to the public, by publication or otherwise, through no fault of such party. The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this section. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party.
Please note that these terms and conditions are subject to change andmay vary based on your location, the specific products or services involved, and other factors. It’s essential to obtain the most up-to-date and accurate terms and conditions from official Microsoft sources or authorized resellers.
Reseller Administrator Access and Customer Data: Customer acknowledges and agrees that (i) once Customer has chosen a Reseller, that Reseller will be the primary administrator of the Online Services for the Term and will have administrative privileges and access to Customer Data, however, Customer may request additional administrator privileges from its Reseller; (ii) Customer can, at its sole discretion and at any time during the Term, terminate its Reseller’s administrative privileges; (iii) Reseller’s privacy practices with respect to Customer Data or any services provided by Reseller are subject to the terms of Customer’s agreement with its Reseller and may differ from Microsoft’s privacy practices; and (iv) Reseller may collect, use, transfer, disclose, and otherwise process Customer Data, including personal data. Customer consents to Microsoft providing Reseller with Customer Data and information that Customer provides to Microsoft for purposes of ordering, provisioning and administering the Online Services Customer consents to the processing of personal information by Microsoft and its agents to facilitate the subject matter of this agreement. Additional privacy and security details are in the Online Services Terms. The commitments made in the Online Services Terms only apply to the Online Services purchased under this agreement and not to any services or products provided by a Reseller. If Customer uses software or services that are hosted by a Reseller, that use will be subject to Reseller’s privacy practices, which may differ from Microsoft’s. Customer appoints Reseller as its agent for purposes of interfacing with and providing instructions to Microsoft for purposes of license deliverance. As and to the extent required by law, Customer shall notify the individual users of the Online Services that their data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities as directed by Reseller or as required by law, and Customer shall obtain the users’ consent to the same.
Software: Microsoft warrants that each version of the Software will perform substantially as described in the applicable Product documentation for one year from the date Customer is first licensed for that version. If it does not, and Customer notifies Microsoft within the warranty term, then Microsoft will, at its option, (1) return the price Customer paid for the Software license or (2) repair or replace the Software.
Online Services: Cyberspace IT c/o Global IT Technologies Group LLC warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are in the SLA.
Exclusions: The warranties in this agreement do not apply to problems caused by accident, abuse or use inconsistent with this agreement, including failure to meet minimum system requirements. These warranties do not apply to free or trial products, Previews, Limited Offerings, or to components of Products that Customer is permitted to redistribute.
Financial Affairs
Setting up a Direct Debit: Establishing a Direct Debit Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Direct Debit Management Scheme. Direct Debits can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Setting up a Credit Card: Establishing a Credit Card Mandate with Cyberspace IT c/o Global IT Technologies Group LLC is a streamlined process and is mandatory for all Retainer-scoped partners with recurring subscriptions for Support Services, Microsoft New Commerce Experience, Google Workspace, or Telecommunications. This requirement ensures the smooth operation of services. Partners must be enrolled in the Credit Card Management Scheme. Credit Card Mandates can be set up https://pay.cyberspace-it.com / https://pay.cyberspace-it.co.uk.
Handler Surcharges: Surcharges for payments made using MasterCard, Visa, or American Express may be applicable to the customer and will be calculated based on the invoice value. These surcharges are determined per transaction and will be reflected in the total amount due on each invoice.
Administration Fee: For any new Direct Debit Mandate setup, an administration fee of $50.00 plus Federal Tax will be charged, which will be included in the initial setup of services. In the event that Cyberspace IT c/o Global IT Technologies Group LLC receives a notification of cancellation while within the Retainer Scope, an additional setup fee of $50.00 will be incurred by the partner to reestablish the ACH Debit method.
Late Payment Fee: A Late Payment Fee of $25.00 plus Federal Tax will be charged if an ARRUDS report is received from the merchant services for unpaid services. This fee will be applied to the account as a separate charge invoice.
Deposit: A deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Affiliated Integrations: Cyberspace IT c/o Global IT Technologies Group LLC utilizes workflow services across all platforms, which integrate with services such as Microsoft, Google, RMM Agent, and Monitoring Services. In the event of a cancellation, the services are designed to "kick out" until a re-submission is completed. Cyberspace IT c/o Global IT Technologies Group LLC shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported.
Direct Credits: Cyberspace IT c/o Global IT Technologies Group LLC operate with a payment management system linked with Salesforce, ConnectWise & Paysuite when processing our reconciliation processes, credits & payment management. If you as a partner are due a Direct Credit from Cyberspace IT c/o Global IT Technologies Group LLCfor any reasons such as refunds, variation returns or collection in errors these are processed Monthly on Day 20 of that period, we ask that you refer to the section “BACs” to understand lead-times and processing with bank institutions.
Direct Payments: All retainer costs, including IT Support, Development Retainers, and any other contractual obligations such as Microsoft 365 New Commerce Experience Services, shall be collected via Direct Debit. No other payment options are offered. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay.
Payment The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the specified period shall, in the absence of a written explanation from the Customer that has been duly accepted by Cyberspace IT c/o Global IT Technologies Group LLC , render the Customer in material breach of the Agreement. Invoices shall be payable in United States Dollars "USD", unless otherwise agreed that they shall be payable in Great British Pounds "GBP". Payment is due by the date specified on the Sales Quotation/Order Form or on the invoice, but in any event, no later than fourteen (30) days from the invoice date, unless otherwise agreed in writing.
Customer Obligation During the agreement the customer shall.
Provide, free of charge, reasonable usage of machine time, communications, stationery, media, suitable working accommodation, parking, and access deemed necessary by Cyberspace IT c/o Global IT Technologies Group LLC in order to fulfil its obligations under the Agreement and shall provide an appropriate environment or platform to enable Cyberspace IT to provide the Services or test run any Product and, in particular, the Customer warrants to Cyberspace IT that the Customer shall provide an environment capable of receiving the Services or Products; Commitment, Liability & Terms
provide in a timely manner such information as Cyberspace IT c/o Global IT Technologies Group LLC may request and ensure that such information is accurate in all material respects.
nominate prior to the provision of any of the Services an authorised representative of the Customer to be its prime point of contact with Cyberspace IT c/o Global IT Technologies Group LLC during the Agreement, who shall have the authority to contractually bind the Customer.
Allow Cyberspace IT c/o Global IT Technologies Group LLC reasonable access to its employees for the purpose of investigation and discussion in connection with the Agreement and ensure that its employees cooperate fully with Cyberspace IT c/o Global IT Technologies Group LLC in relation to the provision of the Services;
Provide in a timely manner free and safe access to the Customer's premises and other facilities as is necessary by Cyberspace IT c/o Global IT Technologies Group LLC to comply with its obligations under the Agreement;
Ensure that any equipment provided by Cyberspace IT c/o Global IT Technologies Group LLC during the provision of Services and/or Products under the Agreement shall not be modified, changed or removed without the prior written permission of Cyberspace IT. Where Cyberspace IT, at its sole discretion, establishes that such equipment has been modified, changed or removed then the cost of restoring or replacing the equipment shall be recovered from the Customer.
it has obtained all necessary approvals, consents and authorizations of third parties and governmental authorities, to the extent necessary, to enter into the Agreement and to perform and carry out its obligations hereunder;
the persons executing the Agreement on its behalf have express authority to do so, and, in so doing, to bind the Customer;
the execution, delivery, and performance of the Agreement does not violate any provision of any law, charter, regulation applicable to it; and
The execution, delivery and performance of the Agreement has been duly authorized by all necessary corporate actions and the Agreement is a valid and binding obligation of the Customer enforceable in accordance with its terms.
If the Customer is a subsidiary within a Group, it undertakes to obtain a guarantee from the holding company in respect of its payment obligations under the Agreement before entering into the Agreement or at anytime at the request of Cyberspace IT c/o Global IT Technologies Group LLC . Whereas, if the Customer is the holding company within the Group, it acknowledges and agrees to be jointly and severally liable for the obligations (including but not limited to the payment obligations) of any subsidiary company to which Cyberspace IT c/o Global IT Technologies Group LLC provides Services and/or Products under the Agreement. Commitment: Customers agree to the terms and conditions of the Microsoft New Commerce Experience alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. Customers with retainers for Microsoft Subscriptions assigned by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries through appropriate channels of Quote and Invoicing are assigned to a New Commerce Experience 12-Month Fixed term. Business-to-Business cancellations and life changes follow a 72-hour cooling-off period from the point of order acceptance with Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries. Any renewal of orders at the 12-month anniversary in line with your Support Retainer shall also be subject to the 72-hour cooling-off period. Business-to-Business changes of order, life changes, and cancellations of orders are not applicable unless prior approval is sought from the management of Cyberspace IT c/o Global IT Technologies Group LLC. Termination costs will be calculated based on the duration versus the remainder of the service on a per user per month basis. Licensing increases are permissible at any time during the Microsoft Terms, while any reduction in licensing will be charged based on the duration versus the remainder of that particular license. To take advantage of the “Beat the Price Rise Offer,” ensure orders are placed before November 15, 2023, by contacting [email protected]. Microsoft Monthly subscriptions and add-on licensing for consumer bases are subject to a 7.50% increase SKU Rate, with further increments subject to Business Inflation Rates for the particular fiscal year. We will serve and commit to our own MSP agreement in conjunction with our Microsoft Partnership status, this can be found at https://support.cyberspace-it.co.uk / https://support.cyberspace-it.com
Customers agree to the terms and conditions of Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. This includes all retainer costs, such as IT Support, Development Retainers, and any other contractual obligations. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any human error or actions taken by our partners, such as processing manual payments without notice or failure to pay. All retainer costs shall be collected via Direct Debit, and no other payment options are offered. In the event of a cancellation, services are designed to "kick out" until a re-submission is completed. Cyberspace IT shall not be held liable for any actions caused by the end user during this period. Our support team will restore all services, including any re-submissions, if reported. Additionally, a deposit may be required for any project works or design scope of works, determined based on the risk factor and complexity of the project. No work shall commence until the deposit is received in cleared funds. Please refer to the Direct Debit Conditions for our processes regarding the collection of deposits. This deposit scheme may also apply to Support Services and reseller subscription particulars.
Waiver: In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
In circumstances where a waiver is applied in any negotiations of services under the New Commerce Experience, Cyberspace IT c/o Global IT Technologies Group LLC, in affiliation with Microsoft, shall consider such waivers or "buy-out" of contracts for any customers wishing to transition to the Microsoft New Commerce Experience. Waivers are subject to approval by the management of Cyberspace IT c/o Global IT Technologies Group LLC and provisional approval by the CSP “Microsoft.” We will consider supporting any contractual obligation waivers up to 60% of the life expectancy as an exit award, meaning we will cover these costs to the supplier transaction directly. Should the customer, after a waiver is completed, wish to terminate within the first 6 months of terms with Cyberspace IT c/o Global IT Technologies Group LLC or its affiliated companies such as partners Microsoft, the waiver costs will be due and liable as a return part of the commitment. Outside of these terms, no costs related to the termination will be liable. Licensing conditions and terms for services with Cyberspace IT c/o Global IT Technologies Group LLC or Microsoft are subject to the NCE terms of commitment.
Legal
Data Protection Act 2018 (amended): Compliance with Data Protection Act 2018 (Amended): Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Data Protection Act 2018 (as amended) and the UK General Data Protection Regulation (UK GDPR). We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Data Protection Act 2018 (as amended) and the UK GDPR.
Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the relevant supervisory authority and affected individuals in accordance with the Data Protection Act 2018 (as amended) and the UK GDPR.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at [email protected].
Florida Information Protection Act 2014 Compliance with Florida Information Protection Act 2014: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Florida Information Protection Act 2014. We ensure that all personal data is processed lawfully, fairly, and transparently.
Data Collection and Use: Personal data collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process personal data in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
Data Subject Rights: Individuals have the right to access their personal data, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Legal Affairs in accordance with the Florida Information Protection Act 201412.
Third-Party Processing: Where personal data is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with the Florida Information Protection Act 2014.
Data Retention: Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in data protection laws or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at [email protected].
HIPAA (1996) First Amendment: Compliance with HIPAA: Cyberspace IT c/o Global IT Technologies Group LLC is committed to complying with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing regulations, including the Privacy Rule, Security Rule, and Breach Notification Rule.
Protected Health Information (PHI): We ensure that all Protected Health Information (PHI) is processed lawfully, fairly, and transparently. PHI includes any information that can be used to identify an individual and relates to their health status, provision of healthcare, or payment for healthcare.
Data Collection and Use: PHI collected by Cyberspace IT c/o Global IT Technologies Group LLC will be used solely for the purposes specified at the time of collection. We will not process PHI in a manner that is incompatible with these purposes.
Data Security: We implement appropriate technical and organizational measures to protect PHI against unauthorized or unlawful processing, accidental loss, destruction, or damage. This includes encryption, access controls, and regular security assessments.
Data Subject Rights: Individuals have the right to access their PHI, request rectification or erasure of their data, restrict or object to processing, and data portability. Requests can be made in writing to our Data Protection Officer.
Data Breach Notification: In the event of a data breach involving PHI, Cyberspace IT c/o Global IT Technologies Group LLC will notify the affected individuals and the Department of Health and Human Services (HHS) in accordance with HIPAA regulations12.
Third-Party Processing: Where PHI is shared with third parties, Cyberspace IT c/o Global IT Technologies Group LLC ensures that these parties are compliant with HIPAA regulations. Business Associate Agreements (BAAs) will be in place with all third-party processors.
Data Retention: PHI will be retained only for as long as necessary to fulfill the purposes for which it was collected, or as required by law.
Policy Updates: These terms and conditions may be updated periodically to reflect changes in HIPAA regulations or our data processing practices. We will notify individuals of any significant changes.
For further information or to exercise your data protection rights, please contact our Data Protection Officer at [email protected]
Intellectual Property: Cyberspace IT c/o Global IT Technologies Group LLCis a service mark and trademark entity. Prior permission must be sought before using our material, sharing our documentation, or disseminating our legal information. All logos, property, official documentation, official imagery, and social media content are strictly owned by Cyberspace IT c/o Global IT Technologies Group LLC. Unauthorized usage in any manner is strictly prohibited unless explicit approval is obtained from us.
Content Rights: Your use of Cyberspace IT website is subject to the following Terms of Use. By using this Site, you signify your agreement to these Terms of Use. If you do not agree to these Terms of Use, please do not use this Site. Cyberspace IT reserves the right to change these Terms of Use from time to time; therefore, please check the Terms of Use periodically for changes. Your continued use of the Site will constitute acceptance of any changes to these Terms of Use. All material in whatever form contained on the Site (save for any trademarks owned by third parties) is the property of Cyberspace IT. In particular, your attention is drawn to the fact that Cyberspace IT asserts its copyright ownership over all of the materials and provides no license or other rights to use any of its trademarks appearing on the Site. You are not permitted to copy any of the materials on the Site without first seeking and obtaining the prior written consent of Cyberspace IT.
The Information on the Website: Whilst Cyberspace IT strives to ensure the information on this Site is accurate, Cyberspace IT is not always able to check the accuracy or completeness of that information and does not accept any liability arising from any inaccuracies or omissions in the information on this Site. You are advised to verify the accuracy of any information before relying on it.on it.
Microsoft New Commerce Experience
Authorized Reseller: Cyberspace IT c/o Global IT Technologies Group LLC and its subsidiaries are authorized Microsoft partners under the following MPN Details:
Cyberspace IT c/o Global IT Technologies Group LLC: 6692751 To request a copy of the terms and conditions for the NCE annual 12-month commitment, please reach out to Cyberspace IT c/o Global IT Technologies Group LLC directly through their service support or sales channels. Additionally, you can visit the official Microsoft website and navigate to the Microsoft NCE program section, where Microsoft often provides detailed terms and conditions for their programs, which you can review and download.
Consultation with Legal Professionals: If you require a comprehensive understanding of the terms and conditions and how they apply to your organization, it is advisable to consult with legal professionals. They can provide guidance and ensure that the contract aligns with your specific needs and legal requirements.
Suspension of Services and Liability: We reserve the absolute right to suspend any services due to non-payment, misuse of services, or containment issues that fall under the scope of the Microsoft 365 NCE Terms & Conditions. Cyberspace IT c/o Global IT Technologies Group LLC shall not be liable for any damages or losses incurred as a result of such suspensions. It is the responsibility of the customer to ensure compliance with all terms and conditions to avoid service interruptions.
Formation of Closure and Liability: The closure of any Microsoft 365 Services, including but not limited to Teams Voice, Mail Services, Defender, Dynamics 365, and Microsoft 365 Core components, with outstanding payment liabilities, will require full payment clearance prior to any handover of services to the customer or onboarding of a Managed Service Provider. For any Annual Commitment Monthly Instalment service types, the final invoice will be generated for the remaining period of the fiscal year and will be due for immediate clearance prior to the commencement of handover proceedings. This will be in line with any Business Support Retainer charges due. Please refer to “Terms & Conditions – Business Support Retainers” for more information. Cyberspace IT c/o Global IT Technologies Group LLC will not be held liable for any delay or disruption caused by mishandling of settlement prior to transfer.
On termination of this Agreement any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected. On termination of the Agreement for any reason, the Customer shall immediately return to Cyberspace IT the Products and all materials, information, equipment, documents, tools, drawings, specifications, data systems and other property of Cyberspace IT in the Customer’s possession or control.
Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
On termination of the Agreement for any reason, despite any other provision, all payments/Charges payable to Cyberspace IT under the Agreement shall become due and payable immediately. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. For the avoidance of doubt, the Customer shall immediately pay to Cyberspace IT all of the outstanding unpaid invoices and interest and, in respect of Services and Products for which no invoice has yet been submitted, Cyberspace IT shall submit an invoice, which shall be payable by the Customer immediately on receipt.
Misuse and Post-Termination Usage: If Cyberspace IT c/o Global IT Technologies Group LLC Technologies identifies misuse of services, intellectual property issues, or usage of services post-termination or closure, such actions will be subject to investigation. Recovery proceedings will be initiated, and reports will be made to the relevant local authorities.
Microsoft 365 Azure Terms of Usage: Customers agree to the terms and conditions of the Microsoft 365 Azure Terms of Usage alongside Cyberspace IT c/o Global IT Technologies Group LLC processes per retainer and deliverance of service. For more information, please visit the Microsoft Azure Legal Information; https://azure.microsoft.com/en-us/support/legal/
Customers that have retainers with Microsoft Subscriptions assigned to them by Cyberspace IT c/o Global IT Technologies Group LLC and its subsidies through appropriate channels of Quote and Invoicing are assigned to Azure Subscription types of either 12, 24 or 36 Month Fixed.
Agreement to New Commerce Experience:This agreement will remain in effect until the expiration of the 1 Year Term or termination of Customer’s Subscriptions, Retainers, whichever is earliest. Customer may terminate this agreement at any time by contacting its Reseller. The expiration or termination of this agreement will only terminate Customer’s right to place new orders for additional Products under this agreement.
Cancel a Subscription: Customer’s Reseller will establish the terms and conditions, if any, upon which Customer may cancel a Subscription.
Termination for cause: If either party breaches this Agreement, the other party may terminate the breached agreement (in whole or in part, including orders) upon notice. If the breach is curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching party and an opportunity to cure the breach.
Container Storage: Customers that use Azure Services for Storage facilities whether in storage blobs or Virtual Machines will have their own instance setup within their Partner Center. Any Backup services that are applicable for a customer in paid services, will be backed up between instances of your own and a secondary location of Cloud storage within Azure for best practices and security requirements. This will be stored for you comfortably by us under the commitments of our retainers and contracts with regular interval backup sequences.
App Services: Any App Services used by customers within Azure shall be setup in their own Partner Center within Microsoft.
Termination: If termination is received from the customer of Azure Subscription types, this shall be calculated based on the life of the remaining duration of months left in line with the commitment and issued a final invoice to be settled before any arrangement of transfer is made to the customer or on-boarding Managed Service Provider. Any damages caused or delay due to settlement issues are not to be held against or in responsibility to Cyberspace IT c/o Global IT Technologies Group LLC, such as suspension or service disruption base on closure of services.
Use Rights: The Use Rights in effect when Customer orders Software will apply to Customer’s use of the version of the Software that is current at the time. For future versions and new Software, the Use Rights in effect when those versions and Software are first released will apply. Changes Microsoft makes to the Use Rights for a particular version will not apply unless Customer chooses to have those changes apply.
Temporary and perpetual licenses: Licenses available on a subscription basis are temporary. For all other licenses, the right to use Software becomes perpetual upon payment in full.
Online Services Terms: The Online Services Terms in effect when Customer orders or renews a subscription to an Online Service will apply for the applicable subscription term. For Online Services that are billed periodically based on consumption, the Online Services Terms current at the start of each billing period will apply to usage during that period.
Suspension: Microsoft may suspend use of an Online Service during Customer’s violation of the Acceptable Use Policy or failure to respond to a claim of alleged infringement. Microsoft will give Customer notice before suspending an Online Service when reasonable.
End Users: Customer controls access by End Users and is responsible for their use of the Product in accordance with this agreement. For example, Customer will ensure End Users comply with the Acceptable Use Policy.
Remedies for non-compliance: If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Customer must order sufficient licenses to cover its use, and (2) if unlicensed use is 5% or more, Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price last and customer price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to the actual installed base. If there is no unlicensed use, Microsoft will not subject Customer to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means.
Online Services Commitment Offering: Customer commits in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis for continued use of the Online Service.
Misc: You agree to receive electronic notices from us, which will be sent by email to the account administrator(s) named for your Subscription. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address for the account administrator(s) named for your Subscription is accurate and current. Any email notice that we send to that email address will be efective when sent, whether or not you actually receive the email.
Assignment: You may not assign this agreement either in whole or in part. Cyberspace IT c/o Global IT Technologies Group LLC may transfer this agreement without your consent, but only to one of Microsoft’s Affiliates. Any prohibited assignment is void.
Severability: If any part of this agreement is held unenforceable, the rest remains in full force and effect.
No agency: This agreement does not create an agency, partnership, or joint venture.
No third-party beneficiaries: There are no third-party beneficiaries to this agreement.
Defence of Third-Party Claims: The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defence and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.
By Microsoft: Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third-party claim.
By Customer: To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or Non Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or harms a third party.
Business Associates and Delegation Cyberspace IT may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party. For the avoidance of doubt, Cyberspace IT may delegate any of its obligations or responsibilities arising out of the Agreement to any of its Supplier or business associates, and performance by such Suppliers and business associates shall be deemed to be performance by Cyberspace IT.
a) The Customer shall not, without the prior written consent of Cyberspace IT, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
b)At the written request of the Customer Cyberspace IT may, at its sole discretion, agree to novate the Agreement. Such agreement must be evidenced in writing.
PerformanceCyberspace IT shall use its reasonable endeavours to comply with any day or dates for despatch or delivery of Products and for the performance of Services as stated in the Agreement. Unless the Agreement contains express provisions to the contrary, any such dates shall be estimates only and the time of despatch or delivery of Products, or the time for performance of Services shall not be of the essence; such dates shall constitute only statements of expectation and shall not be binding. If Cyberspace IT, having used its reasonable endeavours fails to despatch or deliver the Products, or to perform the Services within the agreed dates or timescales, whether or not binding, such failure shall not constitute a breach of the Agreement. The Customer shall not be entitled to treat the Agreement as thereby repudiated or to rescind it, and any other ancillary Agreement in whole or in part or claim compensation for such failure or for any consequential loss or damage resulting therefrom.
a) When expedited delivery or performance is agreed to in writing by Cyberspace IT and the Customer and necessitates overtime and/or other additional costs, the Customer shall reimburse Cyberspace IT for the overtime and additional costs incurred and shall pay the same immediately upon invoice.
b) Cyberspace IT shall not be liable for any delay or failure to deliver the Products or perform the Services that is caused by Force Majeure or the Customer’s failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products and/or performance of Services. If performance of the Agreement is suspended at the request of or delayed through default of the Customer including, but without prejudice to the generality of the foregoing, refusal to accept delivery of the Products or performance of the Services, for a period of seven (7) days, Cyberspace IT shall be entitled to payment at the then prevailing rates for the Services already performed and Products supplied or ordered and any other additional costs thereby incurred and the Customer shall pay such sums immediately upon invoice.
c) If Cyberspace IT performance of any of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall in all circumstances be liable to pay to on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Cyberspace IT confirming such costs, charges and losses to the Customer in writing.