2degrees Cloud Navigator Portal terms and conditions

Last updated: 16 December 2021

  1. These specific terms and conditions apply in addition to the Business Broadband Terms and Conditions and Business Account Terms and Conditions (to the extent applicable), and any other specific terms and conditions that may be applicable to your 2degrees Cloud Navigator Account (“Account”)
    (together, the Applicable Terms and Conditions).
  1. These specific terms and conditions will prevail in the case of inconsistency with the Applicable Terms and Conditions.
  1. Unless stated otherwise, capitalised terms have the same meaning given to them in the Applicable Terms and Conditions.
  1. 2degrees Cloud Navigator Platform: The 2degrees Cloud Navigator Portal (the “Portal”) means the cloud solution provider portal in which we make available to you (or in some cases administer on your behalf) as an indirect reseller for the purposes of you purchasing and managing the applicable products /cloud licences (including Microsoft licences) made available in the portal from time to time.
    Services means the products and licences (including Microsoft licences) provided to you through the Portal.
  1. The products and cloud licences (including Microsoft licences) on the Portal are only available for purchase by organisations and not by individuals.
  1. Unless otherwise set out licences are charges on a per user basis. Charges will apply from the date the products or licences is made available for your use. Licences purchased on a monthly basis will be charged monthly in arrears. No refund is provided for licences cancelled part-way through a month. Charges are only valid for number of products or licences originally made available to you. If you change the number of products or licences this may change the Charges.
  1. Your compliance and responsibilities:
    1. By signing the order form, the Customer agrees to be bound by, and to comply with all applicable Customer agreements relating to the particular product or cloud licence including the Microsoft Cloud Agreement https://www.microsoft.com/licensing/docs/customeragreement The Customer acknowledges that the Microsoft Cloud Agreement and any other documentation the Customer receives from Microsoft (either directly or via 2degrees) remains the sole and exclusive property of Microsoft. You give permission to 2degrees’ to accept the Microsoft Cloud Agreement on behalf of you on the Portal.
  2. Billing
    1. Please refer to your sign-up form or on the Portal (as applicable) for details of the applicable Charges which may change from time to time.
    2. All Charges will be invoice on your Billing Date and must be paid the Due Date.
    3. A default credit limit will be applied to your Account. You may request permission from us to increase or decrease this.
  1. Support and maintenance
    1. We are not responsible for providing any support in relation to the products or licences you have purchased. If you require support for products or licences you must contact the relevant service provider directly, for example Microsoft. This may incur additional costs from the service provider.
    2. We may, from time to time, undertake maintenance of the Portal. If for any reason an outage is required, we will attempt to schedule the outage outside of NZ business hours.
    3. We cannot guarantee the security of the Portal against unauthorised or unlawful access or use. In the event of any security breach, we may require you to change any or all of your passwords.
    4. We cannot guarantee that the Portal will be continuously available, or fault free fit for a particular purpose.
    5. There are a number of minimum operating systems specifications required to be met in order to use licences including Microsoft 365. There are also limits on the number of devices a licence can be installed on. Please discuss details with your Business Account Manager.
    6. We cannot guarantee product availability under this Portal and you acknowledge there may be shortages or discontinuing of products made available under this Portal.
  1. Privacy
    1. For the purposes of providing the Portal and related services to you, you agree that we (and our Portal partner, Umbrella Cloud Limited) may collect, use and disclose personal information in accordance with our Privacy Policy and Umbrellar’s General Terms and Conditions (https://www.umbrellar.com/terms-and-conditions). You hereby grant us a non-exclusive, non-transferable, royalty-free, right to use electronic data specifically pertaining to you and your users that is processed strictly for the limited purpose of providing the services to you and your end users. All information 2degrees and Umbrella collect from you in connection with providing the Microsoft Licensing will be held securely and used in accordance with our Privacy Policy and Umbrellar’s General Terms and Conditions, available on our websites.
    2. The types of account information we may collect, includes your name, organization, address, email phone number, job title, and company information, as well as information about the nature of a user’s usage of the applicable Service.
    3. Our service providers which supply the products or licences available on the Portal to you may also collect personal information from you in accordance with their privacy policies.
    4. If applicable, you specifically acknowledge that you have read and you agree the Microsoft privacy statement found here https://privacy.microsoft.com/en-ca/privacystatement and your information used in conjunction with the Microsoft Online Services.
    5. You consent (and agree that any other end users’ authority has been obtained) for the use of any personal data provided by you to be processed, and/or stored on the Portal by 2degrees, and any applicable service providers of the Portal or products or licences offered on the Portal.
  1. Suspension and Termination
    1. Your termination:
      1. You may cancel any or all your products or cloud licences at any time by removing the products or cloud licenses from your Account. You will be remain liable for all Charges incurred up until your next Billing Date.
      2. If you purchased the products or cloud licences on a fixed term Early Termination Charges will apply.
    2. 2degrees suspension/termination:
      1. We may suspend your Account and Services, if your Account is overdue by 30 days or more from the Due Date. You will remain liable for all Charges incurred up until your next Billing Date.
      2. We may terminate your Account and Services:
        1. if Microsoft (or any other service provider) terminates your Microsoft Customer Agreement or other customer agreement; or
        2. we reasonably believe you are otherwise in breach of such agreements.
      3. We may terminate your Services on 30 days written notice if we no longer provide this Portal.
      4. We may also suspend or terminate your Account or Services if we reasonably suspect that the continued provision of a product or licence may compromise the security of our service platform, for example due denial of service attacks, hacking attempts, or a vulnerability discovered in relation to a particular item of technology which we use to deliver the Services, products or licences. If clause 11(b)(iv) applies you will not incur any Charges related to the services during the period of suspension.
    3. If you terminate your Account under 11(a) or we suspend or terminate your Account or Services under 11(b), you agree that your data relating to any Microsoft license (or other licence or product) will be deleted after 90 days and it is your responsibility to back-up any data prior to this deletion occurring or the suspension/termination of your Account and Service. 2degrees will not be liable for any loss of your data.
  2. Liability
    1. To the maximum extent permitted by law, we make no warranties and exclude all liability, whether direct, indirect or consequential, arising from the use of the applicable products, licences and related services by Microsoft (or any other third party) to you through the Portal.
    2. Except as stated in the Microsoft Cloud Agreement, to the extent permitted by law, Microsoft Corporation (including its affiliates or suppliers) will not be liable to you for any damages, whether direct, indirect or consequential, arising from the use of the applicable licences and related services. This clause is for the benefit of Microsoft Corporation (and its affiliates or suppliers).
  1. Amendments
    1. We reserve the right to amend the Portal terms from time to time. We will notify you in advance prior to making any materially adverse changes to these terms.