Terms and Conditions for the Frequency 10@5 Cloud Open Promotion (“Promotion”).
Important: Please read these terms and conditions before participating in this Promotion. By applying for incentives under this Promotion you are deemed to have read, understood and agreed to abide by the below terms and conditions under which Microsoft Ireland Operation Limited (“Microsoft”) offers this Promotion.
DEFINITIONS
“Incentive” means an amount earned under these terms and conditions and paid via wire transfer by a 3rd Party Payment organization or by Microsoft to a Reseller in EU/EFTA or CEE Non-EU/EFTA, as applicable, after Reseller’s application for redemption has been accepted by Microsoft via validation email.
“Distributor” means a distributor who is authorised by Microsoft to sell Eligible Agreements and Eligible Products in EU/EFTA or CEE Non-EU/EFTA, as applicable, under and pursuant to a Microsoft channel agreement signed with Microsoft.
“Eligible Customer” means a Small and Medium Business (SMB) customer in EU/EFTA or CEE Non-EU/EFTA, as applicable, who is not on Microsoft’s internal list of corporate accounts or major accounts and who is “Net new to the Cloud” during the promotion period.
To be considered “Net new to the Cloud”, a transaction must meet the following requirements:
- The cloud revenue completed during the promotion period must be the first cloud revenue ever associated with that customer under Open, OV or OVS . Note that existing cloud customers are not considered “Net new to the Cloud”;
- The revenue must be transacted via an Eligible Agreement and recorded in the internal Microsoft Sales systems within the customer count period;
- The cloud revenue is generated from a product listed in the Eligible Product list;
- The cloud revenue must be a valid Cloud Opensubscription at the time of the calculation date and the transaction date will be used to establish the customer count sequence of the customers.
A customer with transactions “Net New to the cloud”, will not be considered eligible when the customer is owned by or affiliated with the Reseller, or to which Reseller owes an agency or fiduciary duty, be it contractual or legal in nature.
“Eligible Agreement” means a new Open Agreement (‘Open’), a new Open Value Agreement (‘OV’) or a new Open Value Subscription Agreement (‘OVS’). This Promotion includes Commercial and Government agreements and excludes academic agreements.
“Eligible Product” means the Microsoft items or Stock Keeping Units (SKUs) that meet the conditions required for each Eligible Customer. See section “Frequency 10@5 Cloud Open Promotion” below for details. “Reseller” means a Microsoft reseller that has provided a Valid Registration and valid banking details and that has offices in EU/EFTA or in CEE Non-EU/EFTA, as applicable, and sells Eligible Agreements and Eligible Products acquired from Distributors in EU/EFTA or CEE Non-EU/EFTA, as applicable.. To be eligible for this Promotion, Reseller must agree to provide valid banking details to a 3rd party Payment Company nominated by Microsoft or to Microsoft. Reseller must provide a preferred currency of payment from the list of currencies available for payment including USD, EURO, SEK, DKK, NOK, CHF and GBP. Failure to provide a preferred currency of payment after 3 notifications by email will default to payment in USD. Only Microsoft resellers who are not members of the Managed Reseller Incentive (MRI) program at any time during the period July 1 – December 31, 2015, are eligible for this Promotion.
“Valid Registration” means an accurately completed registration in which Reseller provides a Microsoft account (also known as “Windows Live ID”) for claims on the Incentive portal. A Microsoft account is the combination of an email address and a password that is used to sign in to services like the Incentive Portal, Outlook.com, OneDrive, Windows Phone, or Xbox LIVE. To be a valid, the email address used under the Microsoft account must use a company domain. Registration with a personal email address instead of an email address from a company domain will result in claims being rejected.
“EU/EFTA” means the European Union and European Free Trade Association region that consists of the following countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, and United Kingdom.
“CEE Non-EU/EFTA” means the Central and Eastern Europe region that consists of the following non-EU/EFTA countries: Ukraine, Kazakhstan, Serbia, Albania, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan, Mongolia, Georgia, Macedonia (FYROM), Moldova and Montenegro.
“First Year Billed revenue” is the full year value of any Eligible Product sold, based on the table in the “Frequency 10@5 Cloud Open Promotion” section below, to an Eligible Customer within the Promotion period by Reseller.
CONDITIONS
Compliance: A Reseller may earn Incentives if it has satisfied the relevant requirements and otherwise complied with these terms and conditions in all respects. A Reseller may not earn Incentives for the same Eligible Customer in more than one country within EU/EFTA and CEE Non-EU/EFTA.
Payment: If Reseller’s eligibility for the Incentive is validated, Microsoft will arrange for the appropriate Incentive amount to be paid via wire transfer within 60 days after the calculation date of January 31st, 2016, as long as all criteria and banking details have been met. Payment will take place after Reseller has provided valid banking details. Reseller will be invited by Microsoft to a secure site for submitting banking details. Banking details are required for Microsoft to pay the Incentive via wire transfer. The recipient nominated in the banking details must be a company. The company name must be the same as the name of the Reseller making a claim for Incentives and the same Reseller selling the Eligible Agreements. Personal banking details cannot be submitted on behalf of a company. Registration with personal banking details instead of a company banking details will result in claims being rejected. Payment will only be processed when products sold to end user can no longer be returned as per the regional return policy.
Banking Details: Banking details must be submitted or verified by Reseller within 5 days of receipt of the request notification sent by Microsoft via email. Failure to submit or correct banking details after the 3rd notification will result in claim being cancelled and funds forfeited. If a payment cannot be processed due to errors with banking details provided, Reseller will be notified and requested to update its banking details. Failure to update these details after 3 notifications will result in claims being cancelled and funds forfeited.
Frequency 10@5 Cloud Open Promotion:
Promotion period: Eligible Agreement must be sold between July 1st 2015 and December 31st 2015. Orders must be received by Microsoft at the Regional Operation Center no later than December 31st 2015 at 5:00 pm Dublin Time.
Eligible Agreements: Open, OV and OVS.
Customer count period: July 1st 2015 to December 31st 2015.
Threshold: Reseller must sell to at least 5 eligible customers “Net New to the Cloud” during the promotion period to be eligible to earn an incentive.
Calculation: Reseller may earn Incentives for the first year billed revenue associated to eligible products sold to eligible customers. When the threshold is met, sales from the first eligible customer and each subsequent eligible customer added during the Promotion period, will be included in the calculation. Incentive amounts will only be paid for eligible customers meeting the “Net New to the Cloud” criteria.
Maximum amounts: Maximum pay-out for each Reseller is capped at $50,000 USD.
Minimum amounts: Minimum pay-out for each Reseller is set at $200 USD. If a reseller earns less than $200 USD or the equivalent in local currency, the incentive amount will be forfeited.
Note: Public Sector and Government SKUs with O365 Open are not eligible for this Office 365 Open Frequency25@25 program.
Eligible Product List, Eligible agreements and Incentive amount (Frequency 10@5 Cloud Open Amount) in USD per unit:
| Product Family |
License type |
Open Full year billed revenue in USD |
Frequency 10@5 Cloud Open amount in USD |
| Azure Active Directory Basic Open |
Open/OV/OVS |
12.00 |
1.2 |
| Azure Active Directory Premium Open |
Open/OV/OVS |
71.00 |
7,1 |
| Azure Subscription Services Open |
Open/OV/OVS |
91.00 |
9.1 |
| Dynamics CRM OL Pro Open |
Open/OV/OVS |
518.00 |
51.8 |
| Dynamics CRM OL Essentials Open |
Open/OV/OVS |
131.00 |
13.0 |
| Dynamics CRM OL Basic Open |
Open/OV/OVS |
309.00 |
30.9 |
| Enterprise Mobility Suite Open |
Open/OV/OVS |
78.00 |
7.8 |
| Enterprise Mobility Suite Addon Open |
Open/OV/OVS |
43.00 |
4.3 |
| Exchange Online Plan 1 Open |
Open/OV/OVS |
45,00 |
4.5 |
| Exchange Online Plan 2 Open |
Open/OV/OVS |
92,00 |
9.2 |
| Exchange Online Protection Open |
Open/OV/OVS |
10.00 |
1.0 |
| Frfrnt Online Prtcn for Exchange |
Open/OV/OVS |
1.00 |
0.1 |
| Intune Open |
Open/OV/OVS |
68.00 |
6.8 |
| Intune Open Add-On |
Open/OV/OVS |
44.00 |
4.4 |
| O365 Extra File Storage Open |
Open/OV/OVS |
2.00 |
0.2 |
| Office 365 Business Essentials Open |
Open/OV/OVS |
55,00 |
5.5 |
| Office 365 Business Open |
Open/OV/OVS |
109,00 |
10.9 |
| Office 365 Business Premium Open |
Open/OV/OVS |
137,00 |
13.7 |
| Office 365 Midsize Business Open |
Open/OV/OVS |
153,00 |
15.3 |
| Office 365 Plan E1 Open |
Open/OV/OVS |
87,00 |
8.7 |
| Office 365 Plan E1 Archiving |
Open/OV/OVS |
94.0 |
9.4 |
| Office 365 Plan E3 Open |
Open/OV/OVS |
240,00 |
24.0 |
| Office 365 Plan E4 Open |
Open/OV/OVS |
260,00 |
26.0 |
| Office 365 Pro Plus Open |
Open/OV/OVS |
160,00 |
16.0 |
| OneDrive for Business with Office Online |
Open/OV/OVS |
37,00 |
3.7 |
| Power BI Open |
Open/OV/OVS |
268 |
26.8 |
| Power BI Pro Open |
Open/OV/OVS |
107.0 |
10.7 |
| Project Lite Open |
Open/OV/OVS |
79,00 |
7.9 |
| Project Online Open |
Open/OV/OVS |
379,00 |
37.9 |
| Project Online with Project Pro O365 Open |
Open/OV/OVS |
659,00 |
65.9 |
| Project Pro for Office 365 Open |
Open/OV/OVS |
283,00 |
28.3 |
| SfB Online Plan 1 Open |
Open/OV/OVS |
21,00 |
2.1 |
| SfB Online Plan 2 Open |
Open/OV/OVS |
62,00 |
6.2 |
| SharePoint Online Plan 1 Open |
Open/OV/OVS |
50,00 |
5.0 |
| SharePoint Online Plan 2 Open |
Open/OV/OVS |
87,00 |
8.7 |
| Visio Pro for Office 365 Open |
Open/OV/OVS |
147,00 |
14.7 |
| Yammer Enterprise Open |
Open/OV/OVS |
36.00 |
3.6 |
The Cloud Incentive amount will be paid by a 3rd party payment company or by Microsoft and converted from USD (US Dollar) to a preferred currency of payment including one of the following: USD (US Dollar), CHF (Swiss Franc), GBP (British Pound), SEK (Swedish Krona), DKK (Danish Krone), NOK (Norwegian Krone), or EUR (Euro). The preferred currency of payment must be confirmed by Reseller by email. Only one currency can be selected. Resellers that do not confirm a preferred currency of payment after 3 email notifications by Microsoft will be paid in USD (US dollar).
The rate of conversion from USD to CHF, from USD to GBP, from USD to EUR and USD to other currencies will be published in the email sent to Reseller confirming that wire transfer has been paid. The rate will be based on the closing mid spot rate on the last Wednesday of the month prior to when the wire transfer is made. This rate will be based from the London Stock Exchange and can also be found published in the Financial Times on that same date. (For example, rebates paid at the end of December 2015 will be converted using exchange rates based on the closing mid spot rate from the last Wednesday of November 2015).
Conflicts of Interest: Reseller will not be entitled to receive incentives if related to an Eligible Customer 1) that is owned by or affiliated with the Reseller, or 2) to which Reseller owes an agency or fiduciary duty, be it contractual or legal in nature. Resellers that are Public Sector entities themselves or in a conflict of interest toward their customers are excluded from earning Incentives.
Errors: Reseller must report any errors, issues or disputes regarding the calculation and payment of Incentives to Microsoft in writing within 30 days of receipt of the “validation email” from Microsoft. If Microsoft has not received written notice from Reseller within the 30-day period, Reseller will be deemed to have accepted the calculation or payment. Microsoft reserves the right at any time to adjust the payment to a Reseller, if Microsoft identifies any discrepancy, error or omission.
Taxes: It is solely Reseller’s responsibility to report and pay all applicable taxes or duties that may be required under any appropriate laws related to the Incentives it receives. Reseller must consult its own tax advisor with any question or concern about the taxes that apply to it in relation to the Promotion. Microsoft and its affiliates will not be liable for any taxes, including income taxes, withholdings and good and services taxes (if applicable) or their equivalent, in connection with any payments made to Reseller under this Promotion.
Voluntary participation: participation in the Promotion is entirely voluntary.
Non-exclusivity: the Promotion is non-exclusive, and Reseller is free to license, use, recommend or support non-Microsoft software, hardware or services.
Disputes: Microsoft offers this Promotion in its sole discretion for the Promotion redemption applications it approves and confirms via validity notice. In the event of any dispute arising from or in relation to a Incentive redemption (e.g. whether or not a customer is an SMB customer, the validity of a redemption request, etc.), the decision of Microsoft shall be final and binding. No correspondence will be entertained. Resellers are obliged to inform Microsoft before February 15th 2016, if they have any outstanding or unconfirmed receivables under the Promotion. Any later disputes will not be accepted.
Exclusion of liability: to the maximum extent permitted by applicable law, in no event shall Microsoft or any of its affiliates be liable for any damages or losses whatsoever (including, but not limited to, damages for loss of profits, for business interruption, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence and for any other pecuniary or other loss whatsoever) arising out of or in any way related to Reseller’s participation in the Promotion, even if Microsoft has been advised of such damages, and even in the event of fault, tort (including negligence) or strict or product liability or misrepresentation.
With respect to Resellers located in Germany only, the following limitation of liability provision applies:
Limitation of liability: Microsoft is liable in accordance with applicable statutory provisions for gross negligence and wilful conduct, for claims from the Product Liability Act, any statutory guarantee or other strict liability and in the event of harm to life or health. The remainder of this clause is not intended to limit such liability. In case of (other) damages, including financial loss, caused by simple negligence, Microsoft and any of its affiliates are only liable in the event of a breach of an essential duty and only to the extent such damage was typical and foreseeable. Essential duties are such which only facilitate due performance of contract and can be relied upon by the other party. Subject always to the foregoing, Microsoft shall not be liable for its simple negligence.
Privacy: The information submitted by Reseller when participating in the Promotion may include phone numbers, email address, ID number and other personal information of Reseller’s employee(s) (“Personal Information”). Microsoft will only use Personal Information in accordance with applicable data protection laws and regulations and Microsoft’s privacy policy referred to below, for the purposes of administering Reseller’s participation in the Promotion. For more details on Microsoft's privacy policy, please see: http://privacy.microsoft.com/en-us/default.aspx.
If personal information of third parties (e.g. customers) is shared by Reseller, Reseller represents and warrants that it has the appropriate consent of the customer to do so. Microsoft will use any of this third party data for the sole purpose of this Promotion.
Export Regulations: Microsoft’s free software and services are subject to United States and other jurisdictions’ export and technology laws and Reseller agrees to comply with all such applicable laws and regulations that apply to the software and/or services. United States government permission is required to transfer these free software and services to governments of any embargoed country or certain prohibited parties. Please see the U.S. Department of Treasury website (http://go.microsoft.com/fwlink/?LinkID=243206) for more information. Additionally, paid services are subject to United States export laws and regulations with which Reseller must comply. These laws include restrictions on destinations, end users and end use. For additional information, see the Exporting Microsoft Products website (http://www.microsoft.com/exporting).
Notices: Notices may be given either by electronic or physical mail or, in the case of changes to these terms and conditions, by Microsoft publishing them at the Incentive promotion web site at www.microsoft.com/emea/cashback/. Microsoft may update, change, cancel or terminate the Promotion or any portion of these terms and conditions by posting an update on the Incentive portal within 30 days’ notice. Resellers with pending redemption request will receive written notice by email of any material change, update or termination of this Promotion.
Anti-Corruption Laws and Microsoft’s Anti-Corruption Policy. Reseller will comply with all applicable laws against bribery, corruption and money-laundering, including the U.S. Foreign Corrupt Practices Act (“Anti-Corruption Laws”). Reseller certifies that it has read and will comply with the Anti-Corruption Policy for Microsoft Representatives: http://www.microsoft.com/about/corporatecitizenship/en-us/working-responsibly/principled-business-practices/integrity-governance/political-engagement/
Reseller also will provide annual training to its employees on compliance with Microsoft’s Anti-Corruption policy for Representatives and Anti-Corruption Laws. Reseller certifies that this Anti-Corruption training has been provided to its employees and, if not, Reseller agrees to provide such training. Reseller acknowledges that it is prohibited from paying expenses for travel, lodging, gifts or hospitality for government officials on Microsoft’s behalf. Reseller also acknowledges that it is prohibited from using any funds provided by Microsoft, or any proceeds resulting from any Microsoft business, to pay expenses for travel, lodging, gifts or hospitality for government officials.
Applicable Law: The validity and construction of and performance under these terms and conditions (and any claim, dispute or matter arising under or in connection with these terms and conditions or their enforceability) and any non-contractual obligations arising out of or in connection with these terms and conditions shall be governed by and construed in accordance with the laws of Ireland.
Promoter: Microsoft Ireland Operations Limited, Building 3, Carmanhall Road, Sandyford Industrial Estate, Dublin 18, Ireland.
CHANNEL CODE OF CONDUCT
Reseller affirms that unauthorized copying of copyrighted computer software violates the law and is contrary to both its standards of conduct and industry standards. Reseller disapproves of such unlawful copying as contrary to the collective interests of software developers, manufacturers, and sellers.
Accordingly, Reseller will apply these principles to its business:
- It will not commit or tolerate the making or using of unauthorized software copies under any circumstances.
- It will provide legally acquired software to meet all legitimate software needs in a timely fashion and in sufficient quantities for all its computers.
- It will comply with all license or purchase terms regulating the use of any software it acquires or uses.
- It will enforce strong internal controls to prevent making or using of unauthorized software copies. This includes taking effective measures to verify compliance with these standards and appropriate disciplinary actions.
- It will neither commit nor tolerate the manufacture, use or distribution of unlicensed software under any circumstances.
- It will only supply original, licensed software to its customers.
- It will comply with all terms regulating the supply of software.
- It will endeavour to ensure that its customers only use the original, licensed software.
Amendment to the Terms and Conditions for the Frequency 10@5 Cloud Open Promotion
By continuing to participate in the above Promotion, you are deemed to have read, understood and agreed to this Amendment issued by Microsoft Ireland Operations Limited.
This amendment adds Eligible Products and their respective Incentive amounts, modifies the definition of “Net new to the Cloud”, and clarifies the definition of the Promotion period as follows:
AMENDMENT TO SECTION: Eligible Products
The following Product Families have been added to the Eligible Products list:
| Product Family |
License type |
Open Full year billed revenue in USD |
Frequency 10@5 Cloud Open amount in USD |
| Dynamics CRM OL Essentials Open |
Open/OV/OVS |
131.00 |
13.0 |
| Power BI Pro Open |
Open/OV/OVS |
107.0 |
10.7 |
AMENDMENT TO SECTION: Definitions - “Net new to the Cloud”
The first requirement to be considered “Net new to the Cloud” has been changed as follows: the cloud revenue completed during the Promotion period must be the first cloud revenue under Open, OV or OVS ever associated with that customer. All other requirements to be considered “Net new to the Cloud” as set forth in the Promotion terms and conditions remain unchanged.
AAMENDMENT TO SECTION: Frequency 10@5 Cloud Open Promotion - Promotion Period.
Promotion period: Eligible Agreement must be sold between July 1st 2015 and December 31st 2015. Orders must be received by Microsoft at the Regional Operation Center no later than December 31st 2015 at 5:00 pm Dublin Time.