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Terms and Conditions for Microsoft 365 Licenses via CSP

Terms & Conditions

  1. Terms and Conditions:

These terms and conditions (“Terms and Conditions”) are incorporated into the current agreement and/or any other previously written agreement that is currently in effect between you (“Client”, “you”, or “your”) and All Covered, a division of Konica Minolta Business Solutions U.S.A., Inc. (“All Covered”) and that governs the provision of the Microsoft 365 licenses ("Licenses") that are the subject of these Terms and Conditions ("Agreement"). The provisions of these Terms and Conditions supersede any provisions of the Agreement and govern for the subject matter contained herein.

These Terms and Conditions govern the purchase and use of Licenses provided by All Covered to you via the Cloud Solution Provider program (“CSP”) and the License Control Portal.

  1. Acceptance:

By ordering and/or purchasing Licenses from All Covered, you accept and agree to the following:

  1. Licenses and/or subscriptions for the same initiated by Client via the License Control Portal are subject to the Agreement, these Terms and Conditions, and the Third-Party Pass-Through Provisions; and
  2. to be bound by these Terms and Conditions and the Third-Party Pass-Through Provisions.
  1. Third-Party Pass-Through Provisions:
  1. As part of the services provided by All Covered to you, All Covered may provide products, services, software, and/or licenses for the same (including Licenses) from a third party licensor(s) that are directly licensed by All Covered to you (“Third-Party Products”). You agree that All Covered may pass through to you any fee increases or other terms mandated by such third-party licensors for the Third-Party Products, and any such increases and/or terms will be effective immediately.
  2. All Third-Party Products are provided granted subject to Client’s payment of applicable fees and compliance with the terms and conditions of the Agreement, these Terms and Conditions, and the Third-Party Pass-Through Provisions. Client shall be responsible for any additional costs and/or fees for Third-Party Products including without limitation for newer versions of such software or additional licenses.
  3. If you terminate a Third-Party Product software license subscription or move to a different service provider before the end of the applicable Third-Party Product software license term, you will still be obligated to pay all license fees to All Covered through the end of the applicable Third-Party Product software license term(s).
  4. Where service fees are based in part on Client’s usage of a Third-Party Product, the usage is measured by the third-party licensor and is used by All Covered to generate Client’s monthly invoice; therefore, amounts invoiced to Client may change from month to month based on Client’s usage. Microsoft Azure costs are incurred as soon as Azure resources are allocated and will be billed to Client at that time, including Azure resources in place during project to migrate Client to or implement the Azure solution.
  5. All applicable service level agreements (“SLA”) provided by the third-party licensor for a Third-Party Product will be passed-through by All Covered to Client. In some cases there may be a delay between the time when an SLA credit is earned and when the credit is fully processed by the third-party licensor and All Covered.
  6. Microsoft may release new services or products directly to Client or advertise the availability of such services or products prior to making them available to All Covered for resale to Client. All Covered shall not be responsible for any disruption to Client’s business operations arising out of any delays in the release of such services or products.