These Terms and Conditions (“Terms”) form a legally binding agreement between [Exigo Tech] ABN [47 6072 703 15] (“Supplier”, “we”, “us”, “our”) and the customer identified in the relevant order form or agreement (“Customer”, “you”, “your”).

By purchasing, subscribing to, or using any Microsoft licence or service from us, you agree to these Terms.

Scope and Applications

– These Terms govern the supply, renewal, management, and payment of:

• Microsoft 365 subscriptions;
• Microsoft Azure subscriptions;
• Other Microsoft cloud services;
• Microsoft perpetual software licences (with or without Software Assurance);
• Associated provisioning, billing, and administrative support provided by the Supplier.

– These Terms form part of every order or agreement for Licences supplied by the Supplier and take precedence over any Customer terms unless expressly agreed in writing.

Relationship with Microsoft

– The Supplier acts as a Microsoft direct partner under the Microsoft Cloud Solution Provider (CSP) program or other applicable Microsoft partner program.

– Microsoft is the licensor of all software and services. The Supplier does not own or create the licensed products and is not responsible for their underlying performance, except as required by law.

– The Customer’s use of the licences is subject to:

• Microsoft’s Product Terms (www.microsoft.com/licensing/terms);
• Microsoft’s Data Protection Addendum; and
• Any relevant Microsoft agreement executed by the Customer (e.g., Enterprise Agreement).

– If there is a conflict between these Terms and Microsoft’s Product Terms, Microsoft’s Product Terms will prevail to the extent of the inconsistency.

Licence Grant and Use

– The Customer is granted a non-exclusive, non-transferable right to use the licensed products and services strictly in accordance with Microsoft’s applicable terms.

– The Customer must not:

• Reverse engineer, decompile, or disassemble the software (except to the extent permitted by law);
• Lease, rent, sub-license, or resell licences unless expressly permitted by Microsoft;
• Exceed the number of licensed users, instances, or capacities;
• Use the products in any unlawful manner or for unlawful purposes.

– The Customer is responsible for ensuring that all its users comply with these obligations.

Provisioning and Activation

– Licences will be provisioned after receipt of:

• A valid purchase order or signed acceptance of our quote; and
• Payment in accordance with Pricing and Charges Clause (unless on approved account terms).

– The Supplier will use reasonable efforts to provision licences within the agreed timeframe, subject to Microsoft service availability.

– The Customer acknowledges that delays in providing complete and accurate information may delay provisioning.

– Customers may, where enabled and subject to system availability, procure and manage Microsoft licences directly via the Supplier’s designated self-service portal or platform. Such self-service transactions are subject to these Terms and any additional usage guidelines or instructions notified by the Supplier.

Term, Renewal and Cancellation

– Subscription Licences are supplied under one of the following models:

• Annual commitment with monthly or annual billing;
• Multi-year commitment (e.g., Enterprise Agreement, MPSA);
• Monthly commitment (if available under CSP terms).

– Unless otherwise agreed, subscriptions automatically renew for the same term at then-current pricing unless the Customer provides at least 30 days’ written notice prior to the renewal date.

– Perpetual Licences are granted indefinitely but do not include rights to new versions unless accompanied by active Software Assurance.

– Early termination of a subscription may result in:

• The Customer being invoiced for the balance of the term;
• No refund for unused portions unless required under the Australian Consumer Law (ACL).

Microsoft New Commerce Experience (NCE) Terms

– Application – This clause applies to all Microsoft licences purchased under the Microsoft New Commerce Experience (NCE), including but not limited to Microsoft 365, Dynamics 365, Power Platform, and other online services.

– Commitment Term – NCE subscriptions are available on:

• Monthly term – renewed each month, cancellable at the end of each month;
• Annual term – 12-month fixed commitment;
• Multi-year term – 36-month fixed commitment.

– Cancellation and Refund Rules –

• Microsoft permits cancellations only within 7 calendar days of the subscription start date (or renewal date for annual/multi-year terms).
• After this period, the subscription is locked in for the full commitment term and cannot be cancelled for a pro-rata refund.
• For cancellations within the allowed period, refunds will be prorated by Microsoft for unused days in the first month, and we will pass this refund to you, less any applicable administrative costs.

– Reduction of Licences –

• Licence quantities can only be reduced within the same 7-day cancellation window after initial purchase or renewal.
• Additional licences added mid-term will be co-termed to the original subscription end date and billed pro-rata.

– Upgrades and Downgrades –

• Upgrades to higher-tier plans are permitted mid-term, subject to Microsoft’s upgrade rules.
• Downgrades to lower-tier plans are not permitted outside the 7-day cancellation period.

– Price Lock and Increases –

• Pricing for annual or multi-year commitments is locked for the duration of the term for the committed quantity.
• Any additional licences purchased mid-term will be charged at the then-current Microsoft price.

– Renewals –

• NCE subscriptions will automatically renew for the same term and quantity at then-current pricing unless we receive at least 30 days’ written notice before renewal.
• The 7-day cancellation and licence reduction rule applies at renewal as if it were a new subscription.

– Suspension for Non-Payment –

If you fail to make payment, we may suspend access to the licences immediately, but the subscription will continue to accrue charges until the end of the commitment term.

Pricing and Charges

– All charges are in Australian dollars (AUD) and exclusive of GST unless otherwise stated.

– Pricing may vary due to:

• Microsoft price changes;
• Exchange rate fluctuations (for USD-based pricing);
• Changes in applicable taxes or levies.

– Any mid-term increases in licence quantities will be charged on a pro-rata basis.

No mid-term reductions in quantity are permitted unless agreed in writing.

– Pass-Through of Microsoft Changes – Any changes by Microsoft to pricing, terms, or service scope will be passed through to the Customer and will take effect immediately, unless otherwise agreed in writing.

Invoicing and Payment

– The Supplier will invoice according to the agreed billing frequency.

– Payment terms are 14 days from invoice date unless otherwise agreed in writing.

– Overdue amounts may incur:

• Interest at 12% annually;
• Suspension of licences until payment is received;
• Recovery costs, which the Customer agrees to reimburse.

Prepayment and Credit Terms – We may require prepayment or conduct a credit assessment before provisioning licences. We may adjust credit limits or move to prepayment terms at any time based on payment history.

Acceleration – If the Customer breaches these Terms or becomes insolvent, all outstanding and future amounts payable for the committed term become immediately due and payable.

Microsoft Charges Post-Suspension – The Customer remains liable for all Microsoft charges relating to their subscription, even after suspension or termination, until the end of the commitment term.

No Chargebacks – The Customer must not initiate credit card chargebacks for services already provisioned.

Customer Obligations

– The Customer must:

• Maintain up-to-date and accurate administrative contact details;
• Monitor licence usage to ensure compliance;
• Promptly notify the Supplier of any suspected unauthorised access or breach;
• Comply with all applicable laws, including privacy and data protection requirements.

– We do not control or manage Customer data stored in Microsoft services. All data processing is governed by Microsoft’s Data Protection Addendum. The Customer is responsible for data backup, retention, and compliance with applicable laws.

Compliance and Audit

– Microsoft or the Supplier (on Microsoft’s behalf) may audit the Customer’s use of licences.

– The Customer must co-operate with any such audit and promptly pay for any unlicensed usage identified.

Support Services

The Supplier will provide first-level support for:

• Billing issues;
• Licence assignment and provisioning;
• Administrative configuration.

– Microsoft will provide direct technical support for product functionality under its applicable support programs.

Service Changes

– Microsoft may modify, discontinue, or replace products or services at its discretion.

– Where a product is discontinued, Microsoft may offer a replacement product. Charges may vary accordingly.

Australian Consumer Law

– Nothing in these Terms excludes, restricts, or modifies any rights or remedies the Customer has under the ACL.

– For major failures with services, the Customer is entitled to:

• Cancel the service contract and receive a refund; or
• Compensation for the difference between the value paid and the value received.

– For minor problems, the Supplier will provide a remedy within a reasonable time, which may include repair, replacement, or refund.

Limitation of Liability

– Except as required by law, the Supplier’s liability is limited to:

• Resupply of the goods or services; or
• Payment of the cost of having the goods or services resupplied; or
• The total amount paid by the Customer for the affected licences in the 12 months prior to the claim.

The Supplier is not liable for:

• Loss of profit;
• Loss of data;
• Indirect or consequential loss.

Indemnity

– The Customer indemnifies the Supplier against any loss, damage, or expense arising from:

• Unauthorised use of licences;
• Breach of these Terms or Microsoft’s terms;
• Infringement of third-party rights caused by the Customer’s use of the products.

Termination

– The Supplier may terminate the agreement immediately if the Customer:

• Fails to pay amounts due;
• Breaches these Terms and fails to remedy within 14 days of notice;
• Becomes insolvent.

– On termination, the Customer must cease all use of the licences and uninstall software as directed.

These Terms, together with Microsoft’s Product Terms and the relevant order form, constitute the entire agreement between the parties and supersede all prior discussions. These Terms are governed by the laws of the State or Territory of Australia in which the Customer’s principal place of business is located.