TERMS & СONDITIONS of USING NOVENTIQ DIGITAL PLATFORM (NOVENTIQ SUBSCRIPTIONS)

1. Introduction

The name of seller is “Noventiq Services India Private Limited” (“Company/NOVENTIQ”) having its registered office at A-614, Kanakia Wallstreet, Chakala, Andheri-Kurla road, Andheri (East), Mumbai – 400 093. These are our general terms & conditions. These terms & conditions apply to all products listed on active platform. It applies to all offers, agreements and e-delivery of products, unless explicitly agreed otherwise.

Please read it carefully.

2. Eligibility

Use of the portal is available to persons who can form legally binding contracts under applicable law. Persons who are “incompetent to contract” within the meaning of Indian contract act, 1872 are not eligible to use the portal.

3. Definitions

"User/Customer" refers to the legal entity that has an Account created on the Website for the purpose of orders.

“Terms of Agreement” : This Agreement is mixed and, together with the relevant Amendments, contains the provisions of the sublicense agreement, the supply agreement and the service agreement applicable by the Parties to the provision of Licenses, the provision of Goods and the provision of Services respectively.

"Software" means software for a computer system, comprising all the necessary software components that make it possible to carry out specific tasks.

Certificate means unique keys, passwords, links and / or other information and materials through which the User has the opportunity to contact the Seller and receive technical support from the Seller for a certain period of time in accordance with the standard terms and conditions provided by the seller.

"Goods" means copies of software, Hardware and / or Certificates that may be supplied to the User under this Agreement in accordance with the relevant Amendments and Orders accepted by the Company.

"Web services" refers to the systems, services or software platforms whose use and accessibility are provided to the User through the Internet information and telecommunications network on the basis of this Agreement and its Amendments.

"License" means the right to use the Software which includes the right to reproduce the Software located and operating on the hardware and software systems of the Seller or of a person authorized by the Seller accessing them via the Internet, or, if the Use of the appropriate Software requires its installation on the User's computer, by reproducing and releasing the Software for its intended use, in accordance with the typical end-user terms and conditions provided by the Provider.

"Services" means the provision and / or registration of access to web services and / or other services, a list of which is published on the website.

"Rate Plan" means the terms of acquisition of Licenses, Goods and / or Services published on the Website that describe the functionality, period of validity, cost (or procedure to calculate the cost) and other characteristics of the License, Goods and / or corresponding goods. Service. The Company has the right to change the Fees at its own discretion.

"Provider" means a person or legal entity that has the exclusive right to the Software and / or is the owner of the Web Service and / or the manufacturer of the Goods.

"Amendment" means a document that contains detailed conditions of the granting of Licenses, the delivery of the Goods and / or the provision of Services, according to which the User may use any Software to purchase the Goods and / or Services. The Company publishes the amendments on the website. The amendments will be an integral part of the relevant Order and Agreement, and if the Company accepts the Order, Users will be binding on both Parties to the Agreement. The amendments are considered to be concluded and take effect from the moment the User's payment for the first Order that contains the conditions for the payment of the cost of Licenses, Goods and / or Services, which are established in the corresponding Amendment. If the terms of the Amendments conflict with the terms of this Agreement, "Website" means the information system of the Company published on the Internet at https://in.subs.noventiq.com/, which, among other things, contains:

• information about the list of software, services and products and related amendments;
• Current Company rates, on the basis of which the Company's compensation is calculated under this Agreement;
• the order form that the user uses to submit the order.

In order to improve the operation of the Site and the proper fulfillment of the obligations under this Agreement, the Seller has the right to carry out technical and preventive work on the Site without the prior approval of the Customer. During the execution of the work, the resources of the Site may not be available to the Customer.

"Account" means an individual user account on the website through which the user can manage orders, monitor the status of invoices and also carry out other actions provided by the company for persons registered on the website.

"Financial account" means that the account included the User's account that is used for the payment of Licenses, Goods and / or Services purchased when canceling the funds.

"Order" refers to an electronic document that the User sends to the Company through the Account by completing an interactive Order form that contains the name of the Software, Goods and / or Services that the User wishes to purchase, as well as the selected Rate by the user.

“Manual Order” means the customer's purchase request sent by email to Noventiq. The manual order must include the quantity and products.

"Reporting period" means the period defined in the relevant Amendments.

"Order completion date" means the date on which the appropriate access codes and / or passwords that allow the User to use the Software, receive the Goods and / or Services and / or change the corresponding Order on the Company's website to the "Completed" status provided by the Company to the user. Another procedure for determining the Order Completion Date may be set out in the relevant Amendments.

"Payment" means the effective transfer of consumption charges/dues in authorized bank account of Company by the customer of the invoice on the established date that appears on the website in the Billing section after the end of each billing period if the customer consumed some services. The payment includes the list of subscriptions, the amount of consumption and the expiration date. If the customer does not pay the invoice before the due date, the subscription will be suspended.

4. Subject of Agreement

4.1 The Company undertakes to to provide the Licenses to the User on the basis of the accepted Orders, and the User undertakes to accept and pay for the Licenses in accordance with this Agreement and the relevant Amendments.

4.2 The name, validity period, as well as the cost, or the procedure for calculating the cost of Licenses, Goods and / or Services, shall be determined on the basis of the Rate selected by the User and indicated in the Order placed by the User in electronic form through the Account on the Website, based on the information required for the Order in relation to the relevant Licenses, Goods and/or Services.

5. Terms of use of the Site

5.1. During the term of this Agreement, the User places Orders on the Website through the Account, access to which shall be provided to the User on the basis of information specified in the questionnaire filled out by the User on the Website to create the Account.

5.2. To access the Account, the User shall be provided with authorization data: login and password, which shall be used only by authorized employees of the User and not be transferred to any third parties. The User is solely responsible for maintaining the confidentiality of authorization data to the Account.

5.3. The rules for using the Website are described in the technical manual available to download and review at: https://docs.activeplatform.com/spacedirectory/view.action. By accepting this Agreement, the User agrees with the above rules and agrees to be bound by them. The Account is allowed to be used by the User exclusively during the term of this Agreement and for the purposes to place, process and complete the Orders, as well as managing the existing Orders.

5.4. The parties have determined and acknowledge that the information and data recorded and contained in the User’s Account, including the date and time the Order is placed by the User, the contents of the Order, the selected Rate, the name and number of Licenses, Goods and/or Services, confirmations about which are sent to the User by the Company, the date and time of confirmations, are reliable and shall be deemed the proper confirmation of the facts and information recorded by the Account and the Website.

6. Order placement procedure

6.1. In case it becomes necessary to obtain Licenses, Goods and/or Services, the User place the Order to the Company. By completing the contact form, you ensure and take full responsibility that the entered data truly identifies you as a natural person or as a representative of the specified organization. If you place an Order on behalf of an organization, you ensure that you have the authority to do so.

6.2. By placing the Order in the Account, the User confirms that he is acquainted with and accepts the relevant Amendments in relation to the items ordered by the User entering into force at the time the Order is placed. Amendments are posted in electronic form on the Website and shall be an integral part of this Agreement (apply to the relevant Order).

6.3. In case to provide Services, obtain a License and/or Goods, the Vendor requires to provide certain information or fill out registration forms (hereinafter referred to as the Registration Information) by the User, such Registration Information will be requested from the User through the Website at the moment of placing the Order in the Account, or the Company will send such a request to the email address of the User specified in his Account. Orders that are required with the Registration Information at their placement, are not processed by the Company until the User provides the complete and accurate Registration Information. The Company is not liable for losses that may occur to the User due to the provision by the latter of doubtful or inaccurate information when filling out the Registration information, in particular, due to the message of an incorrect email address, incorrect data about the User’s company for registration of the License, the Product and/or Service, and also in other similar cases.

6.4. The Company does not guarantee that the Rate selected by the User and the corresponding Amendments will not be changed by the time the Registration Information is provided by the User.

6.5. Within 15 (fifteen) business days after receipt of the relevant Order, subject to the provisions of paragraph 6.3. of the Agreement, the Company reserves a right accept or reject an order.

6.6 If it is impossible to place the Order by the Customer through a personal account on the Site, for reasons related to technical problems in the operation of the Site, orders signed by an authorized person must be sent by The Customer under a manual order to the seller's email address ops.cloud@noventiq.com

6.7. The parties specifically stipulate that the Company does not accept the User's Order (refuses to accept the Order) if:

6.7.1. The User does not correspond to the status necessary for the acquisition of the relevant Licenses, Goods and/or Services that the Vendor provides (for example, the License for educational organizations cannot be acquired by organizations that are not such, etc.);

6.7.2. in relation to the User and/or its affiliates, the Vendor has established sanctions and/or other restrictions on the sale of Licenses, Goods or Services to him;

6.7.3. The User has not provided or provided with incorrect Registration information.

Additional restrictions may be established by appropriate Amendments.

7. General conditions for the provision of Licenses, Goods and Services

7.1. Detailed procedure for the provision of Licenses, Goods and Services is indicated in the relevant Amendments.

7.2. The Company guarantees that it possesses all legal grounds for providing the User with Licenses, Goods and Services under this Agreement.

7.3. The User guarantees that at the time of placing the Order he is aware about the functionality of the Software, Goods and/or Web Services provided for in the relevant Order and the contents of the Amendments. The User bears all the risks of compliance of the indicated Software, Goods and/or Services with his wishes and needs. The Company is not liable for any losses incurred by the User as a result of improper use or inability to use the Software, Goods and/or Services arisen not through the fault of the Company. The User understands and acknowledges that from the moment the Company accepts the corresponding Order, the User is not entitled to refuse to accept the License, Goods and/or Services, except when this possibility is established by the imperative provision of the law.

7.4. Subject to compliance by the User with the obligations stipulated by this Agreement, Licenses, Goods and / or Services under the relevant Orders shall be provided by the Company within the time periods indicated in the relevant Amendments.

7.5. The Company provides the User with accompanying support for Software, Licenses for which are provided under this Agreement, and for Web Services, Services in respect of which are provided, regarding the functionality of the Software, Web services, their installation, activation, access and configuration; Order placing for Software, Goods and / or Services, changing the number / number of users of existing Licenses / Services (increasing or decreasing) and terminating active Licenses/Services. Support shall be provided in consulting form by the Company's specialists from Monday to Friday from 9:00am to 18:00pm by phone or e-mail

7.6. If at the time of granting the Licenses, Goods and/or Services specified in the agreed Orders, the Vendor initiate any change of the policy of their distribution will occur, the User shall unconditionally accept the changes introduced by the Vendor. These changes will be reflected by the Company in new versions of the relevant Amendments.

7.7. User shall not assign this agreement or any obligations arising hereto, in whole or in part, to any other party.

8. Payment procedure

8.1. Prices will be displayed in INR & to be paid accordingly. All payments under this Agreement will be made in INR.

8.2. The provision of Licenses, Goods and/or Services under this Agreement is carried out solely on the basis of post payment by the User.

8.3. The remuneration of the Company for providing the User with Licenses, Goods and/or Services is determined by the Rate selected by the User and indicated by the company in the Commercial Proposal

8.4. The provision of the License does not include taxes as applicable, it will be subject to the current legal regulations of the country and will be included in the invoice and Noventiq Digital Platform.

8.5. Payment by the user of the services purchased on the platform must be made by bank transfer to the Company's account on the dates established in the invoice.

8.6. Invoices will be issued by the Company based on User Orders. In the event that the User does not pay the invoice within the established deadlines and once the additional 5 days of grace have elapsed after the invoice expires, the Company will unilaterally cancel the invoice, and the corresponding Amendment will not be considered concluded.

8.7. The Parties acknowledge and agree that in the event of a dispute regarding the volume and/or time of the provision of the Services, the actual use of the Software in the corresponding reporting period, the determining and unconditional indications of the volume and term of the provision of the Services and the use of the Software will be the indications of the Website.

8.8. If the User detects any discrepancies between the Website indications and the User’s internal accounting system, the User must immediately inform the Company about this in order to identify the reasons and eliminate the discrepancy. If the Company does not receive within 5 (five) business days from the date of the end of the corresponding Reporting period, the User’s statements regarding the indications contained on the Website, such indications are considered to be recognized and confirmed by the User without comments.

9. Liability

9.1. The Parties shall be liable for non fulfillment or improper fulfillment of their obligations under this Agreement in accordance with the terms of the latter, not regulated by the Agreement, in particular, in accordance with the terms of Amendments.

9.2. In case of default or failure in performing of obligations under this Agreement by either Parties, the other Party may claim indemnification only for direct damage. Parties shall not be liable for any indirect, incidental, special, incidental, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or in connection with the portal, its services or this User Agreement.

9.3. Company assumes no liability whatsoever for any monetary or other damage suffered by you on account of the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the portal; and/or any interruption or errors in the operation of the portal.

9.4. Subject to applicable law, In no event shall Company or its directors, officers, employees, shareholders be liable to the user with respect to use of portal or any damage that results from mistake, ommissions, interruptions, errors, defects, viruses, delay in operations or inability to use the portal or any of its features.

9.5. Without prejudice to the generality of the section above, the total liability of a party arising out of this Agreement be it in tort or contract is limited to the value of the product ordered by user.

9.6. Penalty shall not be imposed if the failure of the Party to fulfill its obligations hereunder was due to breach of obligations by any third Party.

9.7. The Company is not liable for non-fulfilment or for inadequate fulfilment of the obligations under this Agreement caused by suspension, restriction or termination of distribution of the Software, Goods, Services, including but not limited, with the decision of the Vendor on removal of the Software, Goods from production (distribution) or their modification or modernization, or with establishment of the export bans and restrictions according to the legislation of any jurisdiction applicable to the Software, Goods and/or Services or the introduction by the Vendor of economic and other sanctions (inclusion of the Company or the User and/or their affiliates in the sanctions list of the country where the Vendor is located and / or other similar circumstances). In that case the Company has the right to complete the relevant Order partially or to not fulfill the Agreement without any liability of the Company.

9.8. In cases of violation by the User of the terms of making an advance payment, the Company has the right to unilaterally refuse to execute the relevant Amendment, Order and/or Rate, notifying the User thereof at the e-mail address specified in the Account.

10. Disclaimer of Warranty

The software licenses activated for the user through portal is supplied “as is” and “as available” without any representation, warranties or conditions of any kind, unless expressed explicitely.

11. Data protection & privacy

 

The User understands and agrees that the Company and the Provider may have access to the User's personal data posted by the User on the Website and in the Provider’s information system. The User consents to the collection, storage, processing and cross-border transfer of such personal data to the Company's  & its affiliates for the purpose of fulfilling the latter's obligations under the Agreement and guarantees that there are no claims of personal data subjects against the Company that they have duly obtained the consent of personal data subjects to use such data by the Company and/or the Provider in accordance with the terms of this agreement.

Company privacy policy can be found at the link - Noventiq India Privacy Notice

12. Force majeure

12.1. Parties hereof shall not be liable for partial or full failure or improper fulfillment of their obligations if such failure was due to force majeure circumstances, i.e. circumstances which could not be prevented or foreseen. Such circumstances include: natural disasters, pandemic, military actions, the adoption by government bodies or local governments of regulatory or enforcement acts like lockdown, including export prohibitions and/or other restrictions issued before or after the conclusion of this Agreement by legislation of any jurisdiction and applicable to the subject of this Agreement and/or the manufacturer and/or the end user of the subject of this Agreement, and other actions beyond the reasonable foresight and control of the Parties.

12.2. Upon commencement of force majeure circumstances each Party shall notify in writing the other Party of such commencement not later than 5 (five) business days from the moment of such circumstances commencement. The notification shall contain information on the nature of circumstances, evaluation of their effect on the ability of the Party to fulfill its obligations hereunder, as well as estimated terms of their effect.

12.3. In case of commencement of force majeure circumstances the term of fulfillment of obligations hereunder by the Party shall be prolonged in proportion to the period of effect of such circumstances and their consequences, and in case of impossibility or inexpediency to determine such a period the Parties can mutually terminate this Agreement without any claims to each other.

13. Dispute resolution procedure

13.1. In the event of disputes or disagreements between the Parties during the execution of this Agreement or in connection with it shall be reported to the other party within five (5) working days of happening of any such event. The Parties undertake to resolve them in a complaints procedure. The timeline for responding to a claim is 10 (ten) business days from the date it is received by the Party.

13.2. If the Parties do not reach agreement concerning the issues presented in the complaint procedure, the dispute shall be transferred to the arbitration court.

14. Anti-corruption conditions

14.1. During performance of this Agreement the Parties, and their employees and affiliates shall not pay, offer to pay or any other way promote of payment the funds or values directly or indirectly to any third parties in order to affect their actions and/or decisions to receive any unlawful benefits or advantages (hereinafter “Corruption offences”). Corruption offences shall include, but not limited, actions, as giving bribe, taking bribe, extortion or inducement of taking bribe, improper influence, commercial bribery, money laundering, and any other actions, violating the applicable anticorruption laws and international anticorruption rules.

14.2. Each party refuses to stimulate employees and contractors of other Party, government officers and other persons which have a direct and/or indirect relation to performance of this Agreement.

14.3. The Parties shall seek not to allow the circumstances when the personal interest of the Party’s employee, its affiliate and/or contractor may have negative influence to the performance of this Agreement and cause damages to interests of any of the Parties (hereinafter “Competing interests”).

14.4. The Parties build their businesses and relationship with third parties based on the principles. Described in this Section and require their observance from their employees, affiliates, suppliers, Customers and other contractors.

14.5. Each Party shall endeavor to inform the other Party in a timely manner of all facts Corruption offences or Competing interests that have become known to the Party, directly or indirectly related to this Agreement or its execution, as well as of all circumstances indicative of the threat of such Corruption offenses or Competing interests in future.

15. Term

15.1. This Agreement comes into force from the moment of its acceptance by the User and shall be valid until its termination in accordance with the terms of this Agreement. Upon termination of the Agreement for any reason, its provisions will apply to the relations of the Parties until the end of mutual settlements and the transfer of the necessary documentation.

15.2. Either Party has the right to unilaterally terminate this Agreement with 30 (thirty) calendar days prior written notice.

15.3. Termination of the respective Amendments is provided in the manner described in such Amendments.

16. Unavailability of the platform

In order to improve the operation of the portal and the proper performance of obligations under this Agreement, the Seller is entitled to carry out technical and preventive work on the portal without prior approval from the Customer. During the execution of the work, the resources of the portal may not be available to the Customer.

17. Governing Law

This agreement shall be governed and construed in accordance with the laws of India without regard to its choice of law provisions and shall be subject to the exclusive jurisdiction of the courts at Mumbai, Maharashtra, India.

 

Services available on NOVENTIQ DIGITAL PLATFORM

TERMS AND CONDITIONS OF WEB SERVICES in Microsoft Cloud

Online Service Terms Online Service Terms
Terms of Acceptable Use Online Services Use Rights
Online services SLA Online Services SLA
Microsoft Customer Agreement
https://www.microsoft.com/licensing/docs/customeragreement

The User is responsible to the Company and Provider for the violation of this condition in the form of reimbursement of the losses incurred by the Company and the Provider.

The Company and its affiliates do not provide technical support for accessing the web services provided to the user.

CSP:

• Subscription Type: refers to the type of annual or monthly contracting and the frequency of monthly or annual payment as agreed in the offer issued by Company which is part of this agreement. Customer can enable or disable auto-renewal in Customer Panel, see instruction in the following link. This renewal refers to the next year period for both annual and monthly subscriptions.
• The cutoff date is stipulated according to the table mentioned below. The Customer must inform via email in case of any change in the number of users, no later than the 10th day before the cut-off date. Otherwise it will be automatically renewed for the same amount and existing payment option.

A) For annual subscriptions, the customer can increase the number of licenses at any time. The decrease and suspension are not available for a period of one year. The Customer must inform by email info.india@noventiq.com in case of decrease in the number of users for the future year at the latest on the tenth day before the expiration date.

B) For monthly subscriptions, the customer can increase / decrease / suspend the subscription at any time.

• Frequency of Payment.

(i) Monthly: the user will make the payment month by month for the quantities consumed related to the invoice.
(ii) Annual: The user will make a payment for the entire year, that is, 12 months or the proportional of months until the anniversary or renewal of the product subscription. In case of increases, additional products will be invoiced.

• Subscription’s cancelation.

(i) Monthly: cancellation can be managed by customer. See instruction in the following link.
(ii) Annual: The customer must place an order through the email info.india@noventiq.com.

Any requirement not contemplated or described in this contract must be in writing and will be paid to NOVENTIQ additionally according to the respective price

AZURE: Conditions and procedure for providing the service.

• Microsoft offers a new mode of acquisition of Azure, denominated "Azure Plan". This modality requires Noventiq to be granted permissions as "Support Request Collaborator", this level of access will allow Noventiq to provide the necessary support in case it is necessary to make an escalation to Microsoft by creating tickets.
• It should be noted that the User may remove administrative privileges from Noventiq at any time, however, after revoking the privilege Noventiq will not be able to provide the level of service necessary for any problem, other benefits may also be affected.
• The list of AZURE Services for which NOVENTIQ provides the Services, the rules for their collection are found on the website of the Copyright Holder at the address: http://azure.microsoft.com
• To use the AZURE Services, the User has access to the Provider's online portal located at https://portal.azure.com (hereinafter, the provider's Accounting System), through which the User independently chooses the AZURE services for use and manages the use.
• The list of AZURE services actually used, their price, is recorded on the website and will be billed by NOVENTIQ at the end of each Report period in accordance with the terms and conditions of the commercial offer. The amounts due to NOVENTIQ in the corresponding billing period will be calculated based on the actual use of the AZURE Services by the User.
• The user accepts the AZURE service consumption generates a monetary commitment which depends exclusively on its use, which is expressly accepted and acknowledged.
• The User independently manages the volume of use and controls the level of actual use of the AZURE Services in the provider's Accounting System and on the Website.

1. TERMS AND CONDITIONS "Microsoft Customer Agreement" New Commerce Experience

Notice to New and Existing Customers

From July 11, 2022, all new or renewal subscriptions must be renewed under the "New Commerce Experience" or "NCE" modality.

MICROSOFT GENERAL PROVISIONS

It regulates the characteristics of the services to provide access to the products and Services (hereinafter referred to as the Services) under the licensing program of the Cloud Solution Provider, whose Manufacturer is Microsoft Corporation, and the interaction of the Parties in connection with the provision of such services.

Definitions

Customer or User: shall be understood as the end user of the license or web services.

Noventiq: should be understood as the intermediary party between the end user and the Manufacturer.

Manufacturer: This should be understood as Microsoft Corporation.

Access Period: means the period during which the Services are provided as specified in the name of the Online Service nomenclature (1 month), 1 year (1 year, 1Y), 3 years (3 years, 3Y)*.

*Announcement of availability subject to manufacturer's conditions.

Early Termination: During the Access Period, the User sends Noventiq a refusal to comply with these Terms in general or in relation to a specific Web Service, the User is obliged to pay as a penalty the remaining amount of the Services for the entire Period. Access. Payment as a penalty is subject to payment by the User within 5 (five) business days from the date the User refuses to comply with these Terms. In addition, upon User's refusal to comply with these Terms, Noventiq will notify Microsoft and suspend service.

Monthly payment with annual term: The Certificate of Provision of Services (Act of Acceptance) in connection with the Access Period with a monthly payment is issued monthly after the expiration of the applicable Reporting Period. The services in relation to the corresponding Supplement are considered to have been provided in their entirety, and the obligation must be fulfilled by Noventiq, as of the Access Registration Date. The monthly minutes on the provision of services, signed by the Parties at the end of each reporting period, are intended to reflect the accounting of partial payment for services on the basis of the established payment procedure.

By submitting the Order, the User confirms that he/she is familiar with the following documents of the Manufacturer, which are binding on the User, and agrees to comply with the conditions stipulated therein:

"Product Terms" describe the terms of the licenses and Use Rights for Products and services available through Microsoft Volume Licensing Programs. The CSP (Cloud Solution Provider) licensing program is under the Microsoft Customer Agreement type. Details and updates can be found at the following link Microsoft Product Terms.  The user independently monitors all changes and ensures their strict compliance and consents to ensure acceptance of the Microsoft Customer Agreement (the current version is always available on the https://docs.microsoft.com/en-us/partner-center/agreements site) by an authorized person whose personal data (name, date, email address) that the User provides to NOVENTIQ on the website at the time of placing the first Order and the Keeps up to date (where applicable).

The User guarantees that at the time of placing the first Order or after annual acceptance, in the fields "Authorized person for the conclusion of the agreement" on the website, the data correspond to the authorized person who signed and NOVENTIQ has the right to transfer it to the Supplier. If it is necessary to make adjustments to the personal data of the authorized persons, the User notifies NOVENTIQ within 5 (five) days from the date of change of the authorized person by sending notification to the email address of the company Operation.India@noventiq.com.

The User is liable to NOVENTIQ and the Manufacturer for the User's violation of the above conditions.

The User confirms that, at the time of submitting the relevant Order, he/she fully complies with the criteria established by the Manufacturer in the documents specified in the general provisions.

The User is liable to Noventiq and the Manufacturer for the violation of this condition in the form of reimbursement of losses incurred by Noventiq and the Manufacturer.

The Manufacturer and its affiliates do not provide the technical support for access to the web services that is provided to the user.

Cloud Solution Provide (CSP) definitions:

The two types of commitment: annual and monthly. Next, definition.

Commitment Type: Annual

• Billing type: annual and monthly.
• Allow subscription increase at any time, no reduction is allowed (*)
• Duration: 12 calendar months
• Renewal is not automatic: therefore, you must contact your account executive or notify by email Operation.India@noventiq.com indicating the continuity or definitive termination. Remember that the platform will issue you notifications requesting your action, if you do not proceed your service may be affected.

Commitment Type: Monthly

• Billing Type: Monthly.
• Allow subscription increase at any time and decrease once a month during the renewal period- (*)
• Duration: Monthly
• Automatic renewal, the platform will issue notifications requesting confirmation of continuity or suspension. The platform allows you to self-manage, in case you have any inconvenience, notify the Operation.India@noventiq.com email. Please note that this may incur additional charges.

*Any change in subscription amount must be notified by email to Operation.India@noventiq.com five (5) business days prior to the renewal date.

• Renewals: Customer must notify Operation.India@noventiq.com no later than 10 business days of the renewal date if they wish to continue the subscription.
• Payment frequency.

A) Monthly: The customer will make the payment on a month-to-month basis for the licenses used and the Azure resources consumed.

B) Annual: The customer will make an annual payment in advance for the amounts requested equivalent to 12 months of license usage

Perpetual licenses within CSP

The perpetual license is available for purchase in the CSP program, under the following conditions:

• Licenses are purchased for an unlimited period of time of use.
• Payment for licenses will be made at the time of order and only once.
• The User will have 30 calendar days from the date of placing the purchase order to return the purchased licenses

AZURE: Terms and conditions and procedure for the provision of the service.

• The list of the AZURE Services for which THE Customer provides the Services, the rules for their collection can be found on the Copyright Holder's website at: http://azure.microsoft.com
• In order to use the Azure Services, the User has access to the Provider's online portal located at https://portal.azure.com (hereinafter referred to as the Provider's Accounting System), through which the User independently chooses the AZURE Services for use and manages the usage.
• The list of AZURE services actually consumed*, their price, is recorded on the website and will be billed by NOVENTIQ at the end of each reporting period in accordance with the terms and conditions of the commercial offer. The amounts owed to NOVENTIQ in the applicable billing period will be calculated based on the User's actual use of the AZURE Services.

**The actual values consumed may differ from the estimates suggested in the commercial proposal if some of the budgeted variables were affected, which is the sole responsibility of the Customer.

• The user agrees that the AZURE service is low power and generates a monetary commitment and is solely dependent on its usage.
• The User independently manages the volume of usage and monitors the actual level of usage of the AZURE Services in the Provider's Accounting System and on the Website.
• The User has the right to stop using the Web Services at any time and must notify NOVENTIQ in writing of his/her intention not to continue with the subscription of AZURE Services and will be responsible for any amounts owed to NOVENTIQ for the use of the Services until effective termination.

Azure Reserved Instances.

• The Azure Reservations Activation, Use, and Cancellation Terms and Conditions are available at https://docs.microsoft.com/es-es/partner-center/azure-reservations and http://www.microsoft.com/licensing/contracts
• Azure Reservations: The purchase of Azure Reservations will be automatically deducted from any available Azure prepayment. If Customer has used all of its Azure prepayment or if the cost of Azure Reservations exceeds the Azure prepaid balance available at the time of purchase, the excess will be billed as provided in the "Payment and Pricing" section. Purchases of Customer's Azure Reservations made through Azure.com will be charged to the credit card on file for full payment in advance, or the charge will appear on their next invoice. Azure Reserved Instances for a VM or Azure SQL Database services cover only the compute (the base rate) and do not include the cost of software (for example, Windows Server or SQL Server), storage, or backup. In contrast, Azure Reserved Instances for software do not include the cost of compute.
• It's a one- or three-year commitment. Early termination incurs a penalty.
• A reservation can be paid in advance or monthly. The total cost of advance and monthly bookings is the same and there are no additional fees for choosing the monthly payment.
• THE Customer may request the cancellation of a reservation at any time (refund amount limited to $50,000USD per year).
• Azure Reservation Options: The following options apply to Azure Reservations that Customer has purchased.

Exchange: An option that allows Customer to apply the monetary value of a remaining Azure Reservation term to the purchase of one or more new Azure Reservations of equal or greater monetary value for the same service.

Cancellation: An option that allows Customer to receive a prorated refund based on a remaining Azure Reserve term minus an early termination fee (currently 12 percent, which may vary based on Microsoft's modifications) and subject to a cancellation limit set by Microsoft (currently $50,000 per year).

Assignment: Allows Customer to apply an Azure Reservation to a single subscription (scoped) of the enrollments/account (shared).

• Cancelling a reservation allows the customer to return the amount of the remaining months of an Azure reservation for an early termination fee. The remaining prorated balance, minus the early termination fee (termination penalty), is refunded to your account so that you can refund the customer's account. https://docs.microsoft.com/es-es/partner-center/azure-reservations-manage

Azure Plan

Microsoft is making available a new Azure procurement modality, called the "Azure Plan". This modality requires Noventiq to be granted permissions as a "Support Request Collaborator", this level of access will allow Noventiq to provide the necessary support in case it is necessary to escalate to Microsoft by creating tickets.

It should be clarified that the User may remove the administrative privileges to NOVENTIQ at any time, however, after the privilege is revoked Noventiq will not be able to provide the necessary level of service for any problem, other benefits may also be affected.

The User undertakes to pay the amounts owed in favor of NOVENTIQ, by virtue of the additional licensing or consumption that may be incurred, such as: increase in the number of licenses and/or consumption in azure higher than values initially contracted, since they are monetary commitments that they assume with the contracting of the service.

*MICROSOFT PROMOTIONS

• Any promotion is limited by its terms published by Microsoft. THE CONTRACTOR reserves the right to revise the terms of service at the end of the promotions.
• Offers. Blue Plan. Azure Savings Plan: Any Azure Reserved Instance or Azure Saving Plan made by the customer or requested on behalf of the customer on the Azure portal or Azure Advisor sites is subject to unconditional payment by the end customer during the term of the plan, based on invoices issued by the CONTRACTOR.
• The Azure Savings Plan is the variation of the Azure Commitment that could be made by the End Customer for one or three years without the option to cancel it for the entire term.

Conditions to ensure the security of the user's account against third-party access

• The Parties acknowledge and agree that, although the Product Manufacturer/Copyright Holder ensures adequate security standards as well as administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of the Online Services/Computer Programs provided and makes reasonable efforts to ensure that unauthorized access to such Online Services/Computer Programs does not occur, the User is also obliged to take certain actions and apply security measures with respect to the same.
• The User undertakes to take all measures to ensure security and protection against illegal access by third parties to the relevant Online Services/Software, the access to which is provided to the User by the Company, the User is obliged to include, but not limited to: establish multi-factor authentication (hereinafter, MFA) for access to the relevant Online Services/Software; not to disclose to third parties the data (username, password) to access the User's account; use software and hardware protection against unauthorized access, etc. The User undertakes to introduce new and/or additional security measures to the Company's first notification as long as the Company deems it appropriate and necessary for the security of the Online Services/Computer Programs purchased by the User.
• The User understands and agrees that the Company does not guarantee unauthorized access, i.e. hacking, to the Online Services/Computer Programs or to the User's facilities, premises or transmission equipment, nor unauthorized access to data files, programs, procedures or information therein, which could not have been prevented by adequate and state-of-the-art security, and the User agrees that compliance with the measures specified in this section is an essential condition to ensure protection against illegal access by third parties to the relevant Online Services/Software.
• Taking into account the above, the Parties acknowledge that all actions performed within the Online Services/Computer Programs available to the User shall be deemed to have been performed and consumed by the User himself. This assumption applies at all times, especially if security measures regarding the User's environment (including the application of MFA) are not implemented and/or sufficiently secured by the User.
• The User agrees to independently bear all possible claims, losses and additional expenses that occur in connection with the additional use of the Online Services/Software, which have arisen in connection with the illegal obtaining by third parties of access to the Online Services/Computer Programs or the unauthorized use of the Online Services/Computer Programs.
• If, due to and as a result of the circumstances specified in this section, the Company shall be obliged to reimburse any costs to the Copyright Holder, the User is obliged to reimburse such costs to the Company within 5 (five) business days from the date of receipt of the Company's claim for reimbursement of such costs by the User.
• In connection with the above, the User unconditionally agrees that the data in the Copyright Holder's accounting system (Microsoft Azure portal) is reliable and undertakes to pay for all online services used in accordance with the data in the Copyright Holder's accounting system (Microsoft Azure portal).
• In view of the above, the User waives all claims it may have against the Company for any unauthorized access to the User's Online Services/Computer Programs by third parties due to a breach of security or attempted hacking, and shall not raise any financial claims against the Company in this regard.
• The Company has the right to require at any time, at its discretion, that the User submit a written acknowledgment certifying that the User has introduced the security measures described herein.

Offer (*)	Characteristics	Billing Deadline	Period of consumption
Subscription Software (Win Servers & CALs / SQL Server)	Subscription for 1 or 3 years. No renewal date.	8th day of each calendar month	N/A
Perpetual Software (Desktop Tools/Infrastructure Servers/Productivity Servers)	Perpetual software (desktop tools/infrastructure servers/productivity servers).	8th day of each calendar month	N/A
Azure Plan	Subscription with no expiration date. No renewal dates.	8th day of each calendar month	Calendar Date 1to the last (31st) of each month.
New Commerce Experience (NCE) (M365/O365, D365, Intune, and Windows 365)***	Subscription software, has a renewal date.	8th day of each calendar month	Calendar Date 1to the last (31st) of each month.

Billing according to the type of commitment (annual term or monthly term):

Billing Dates:

• Day 15 of the following month for: Azure Plan, Modern Offer, Subscription Software, and Perpetual Software