Microsoft Technical Support General Terms & Conditions

Meaning of Words

We means Microsoft Limited and includes our affiliates

You means the company or entity named as the customer in the details

Application means the request for support services

Acceptance is when our support options staff communicate a referencenukmber to you

Both of us, each of us, either of us, neither of us, means you and we

1. Provision of Services

1.1. Overview

We will provide the services described in the service description which you select. We may amend a service description from time to time. You (on behalf of yourself and all employees and representatives - if any) agree to use the Services on the terms and conditions set out in this Agreement.

1.2. Acceptance

No application for services to be provided is binding until accepted by Microsoft.We may accept any application either in writing (including email), or by telephone.

2. Products Supported

2.1. Eligible Products

Only products that are published by Microsoft Corporation, properly registered, validly licensed, and unaltered ("Software") are eligible for support.

2.2. Minimum Specification

Services will not be provided where the Software is used with less than the minimum system configuration recommended by Microsoft.

2.3. Removal of Supported Products

The support services cover all products listed in the service description except those contained in the discontinued products list, which can be found at www.microsoft.com/uk/support/lifecycle

Examples of events beyond reasonable control are: fire, flood, storm, strike or other industrial dispute, riot, war, rebellion, accident or other acts of God.

3. Performance of Services

3.1. Standards

We follow generally accepted industry standards and practices in carrying out the services.

We give no warranties other than as set out within this agreement and all other warranties are excluded.

3.2. Events outside Reasonable control

If an event beyond reasonable control prevents you or us from:

  • performing an obligation in whole or in part; or
  • performing it on time (except an obligation to pay an invoice), you and we must:
  1. give the other promptly a notice describing the nature of the event andan estimate of the delay; and
  2. take all commercially reasonable steps to end the event as quickly aspossible, and preferably within 30 days; and
  3. resume performance of the obligation as soon as possible after the event ends

You and we are not liable for the non-performance and while the event continuesthe obligation is suspended.

4. Provision of Information

You must provide us with up to date, accurate and complete configuration and topology information concerning your computer system(s) and network(s) if asked to do so. We reserve the right to refuse to provide services to you at any time if in our sole discretion

  • we determin that your computer and network(s) configuration andtopology(ies) are not supportable by us; or
  • you fail to provide the requested information; or
  • you have provided insufficient information for us to progress the issue

5. Rights Arising

5.1. Bug fixes and other support software made available

We retain ownership of any bug fixes, workarounds, patches, beta fixes and builds, and other software that we make available in the course of providing the support services and only give you a licence to use them. You must use any of the software in accordance with:

  • the end user licence agreement or other licence agreement governing our product for which the software is provided; or
  • the end user licence agreement packaged with the software or any terms expressly set out in writing by us if the software is not provided for a specific product of ours; or
  • the following restrictions if no licence agreement is packaged with the software:

    • the software may not be reverse engineered, de-compiled or disassembled to the extent this restriction is permitted by law; and
    • the software may not be loaned, leased, sold, or otherwise distributed to another user; and
    • to the maximum extent permitted by law the software is provided 'as-is', without warranty of any kind; and
    • we may terminate your use of the software if you do not comply with these restrictions.

Knowledge Base means the database of technical articles and troubleshooting tools and guides used by Microsoft Support Professionals

5.2. Company information

You give us the permission to use your technical information for problem resolution, internal troubleshooting, product functionality enhancements and fixes, and in any descriptions of problems or solutions to problems that we store in our Knowledge Base and subsequently distribute. We must not identify you or publish your confidential information in any item in the Knowledge Base.

5.3. Feedback

Each of us is free to use any suggestions, comments or other feedback you or we give the other concerning any confidential information, code or other released or unreleased software or hardware. Neither of us can disclose the source of the feedback without the other's consent.

6. Fees and Payment

6.1. Payment

You agree to pay within the time stated, our fees described in each support services description.

6.2. Taxes

Our quoted fees and expenses exclude VAT which is payable in addition.

7. Duration, Termination & Amendment

7.1. Duration

This agreement continues for the period described in the services description,unless earlier terminated, as set out here.

7.2. Ending the agreement

You can terminate this agreement at any time by giving us 30 days written notice.

We may suspend the provision of services, or at our option, terminate this agreement if you do not pay any undisputed amount that has been outstanding for more than 30 days.

You or we can terminate this agreement if:

  • there is a material breach or default of any obligation by the other under this agreement or support services description; and
  • the breach or default is not remedied within 30 days of receiving notice of it.

7.3. Consequences of termination - agreement

If this agreement is terminated by either of us with or without cause:

  • you must pay us all monies due under this agreement
  • unused incidents cannot be carried forward and will expire on termination

8. Liabilities

8.1. Limit

If our negligence or breach of this agreement contributes to any loss or damage you suffer, then to the full extent permitted by law:

  • we are not liable for loss of profits, business interruption, loss of business information, economic loss or any other indirect, incidental, consequential or special loss or damage; and
  • our total liability for any other damage is limited to 150% of theamount actually paid by you to us for the services which gave rise to the claim.
  • Our liability to you for loss or damage of any kind is reduced to the extent that you contributed to the loss or damage.

8.2. Indemnity

You agree to indemnify us in respect of any claims, whether of damages, costs or otherwise, against us, which arise as a result of your use of Services for the benefit of any third party to the extent that any such claim exceeds the limit of liability, set out in clause 8.1

8.3. Continuation after termination

These limitations continue after this agreement has ended

9. Confidentiality

9.1. What is confidential information

Confidential information means: information marked as confidential, or which ought in the circumstances surrounding the disclosure or in the nature of the information, ought in good faith be treated as confidential

Confidential information does not include:

  • information developed independently by you or us; or
  • information known before this agreement was entered into,or becomes publicly available subsequently; or
  • information that is received from another source that can reveal it lawfully

9.2. Use of confidential information

Each of us can disclose the other's confidential information on a need to know basis, and subject to the confidentiality obligations of this Agreement to:

Employees; contractors; employees or contractors of our affiliates; legal and financial consultants; a court , if required subject to a court order, provided that we promptly give the other notice of the requirement

Each of us must not disclose the confidential information to anyone else without the other's prior written consent.

9.3. Safety measures

Each of us must safeguard the other's confidential information as securely as we protect our own confidential information

9.4. Duration

The obligations on a piece of confidential information continue for 5 years after the piece has been disclosed, even if this agreement has been terminated.

10. General Matters

10.1. Entire agreement

The agreement between you and us with respect to the services consists solely of these terms and conditions and the service description applicable to the support services which you purchase.

The conditions on any purchase order or other form submitted by you cannot override this agreement or apply to the services provided under it.

10.2. Notices

All notices under this agreement must be in writing and signed by an authorised person.

They may be:

  • delivered to the address for notices last notified by the addressees (they are taken to be received at the time of delivery or, if delivery was outside business hours, on the next business day); or
  • posted to the address for notices last notified by the addressee; or
  • faxed to the fax number for notices last notified by the addressee (they are taken to be received at the time shown in the transmission report as the time the whole fax was sent).

Notices take effect from the time they are received unless they specify a later time.

10.3. Assignment of rights

You cannot assign any rights or obligations under this agreement to anyone else without our prior written agreement. We may use sub-contractors to perform the services which you purchase.

10.4. Variation of rights

You and we can only vary this agreement by agreeing in writing.

10.5. Waiver of rights

A condition of this agreement, or a right created by it, is only waived when you or we do so in writing.

A waiver of a breach of this agreement does not waive any other breach.

10.6.Validity of conditions

If any part of a condition in this agreement is unenforceable, it is taken to be modified to remove the unenforceable component. The rest of the agreement is not affected by this modification.

10.7. Compliance with Laws and Governing law

You and we must comply with all applicable laws and regulations.

You agree to comply with all applicable international and national laws that apply to the export and import of software. These include US Export Administration Regulations and restrictions issued by the US and other governments on the countries to which it can be exported, the permitted use of the software and the persons entitled to use it.

This agreement is governed by English law. You and we agree to take legal proceedings over this agreement only in the English courts.

Any proceeding must be started within 2 years from the date a right or claim first arose.

Last Review : 30 July 2009