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Terms & Conditions

AVASOFT Cloud Solution Provider (CSP)
1. Purpose and Scope
  • These Terms & Conditions (“Terms”) govern the purchase, subscription, and use of Microsoft cloud products and services—including but not limited to Microsoft 365, Azure, Dynamics 365, and related workloads—procured by Customers through AVASOFT under the Microsoft Cloud Solution Provider (CSP) program.
  • By purchasing, activating, or using any CSP Service through AVASOFT, the Customer agrees to these Terms, which form a binding agreement between AVASOFT and the Customer.
2. Definitions
  • For the purposes of these Terms:
  • “AVASOFT” refers to AVA Software Inc. and its global affiliates.
  • “Customer” means the organization or individual purchasing services through AVASOFT.
  • “Microsoft Services” means Microsoft cloud products (Microsoft 365, Azure, Dynamics, Power Platform, etc.) provided under the Microsoft Customer Agreement (MCA).
  • “Subscription” means a recurring license or service term ordered under Microsoft’s NCE framework.
  • “Support Services” means partner-level support, billing, and administrative services provided by AVASOFT to the Customer.
  • “Term” means the active duration of the Subscription or this Agreement.
  • “GDAP” / “DAP” means the delegated administrative permissions granted by Customer to AVASOFT for tenant management.
3. Acceptance of Terms
  • By submitting an order, accepting a quotation, or activating a subscription, the Customer confirms acceptance of these Terms, as well as the Microsoft Customer Agreement (MCA) and Microsoft Product Terms.
  • These collectively govern the licensing, use, and management of Microsoft Services.
4. Relationship to Microsoft
  • AVASOFT acts as a Microsoft-authorized Cloud Solution Provider. Microsoft remains the licensor of all cloud services, and its MCA governs the end-customer relationship regarding product use. AVASOFT’s role is limited to provisioning, billing, and managing subscriptions under Microsoft’s CSP framework.
5. Ordering, Billing, and Payment
  • 5.1 Ordering – Orders may be placed through AVASOFT’s portal, written approval of quotations, or via authorized representatives.
  • 5.2 Billing Cycles – Subscriptions are billed according to the selected Microsoft NCE model:
  • Monthly Subscription – cancellable monthly.
  • Annual Commitment (Monthly Billing) – locked for 12 months, invoiced monthly.
  • Annual Commitment (Annual Billing) – locked for 12 months, invoiced upfront.
  • 5.3 Payment Terms – All invoices are payable Net 15 days from the invoice date unless otherwise stated.
  • 5.4 Late Payments – Late payments may incur interest of 1.5% per month or the maximum allowed by law.
  • 5.5 Taxes – All prices exclude applicable taxes, duties, or levies, which will be charged as required.
6. Subscription Term and Renewal
  • 6.1 Term – Each subscription remains active for its commitment period (monthly or annual) per Microsoft’s NCE rules.
  • 6.2 Automatic Renewal – Unless canceled before renewal, subscriptions renew automatically at current rates.
  • 6.3 Cancellations –
  • Monthly subscriptions may be canceled at any time before the next billing cycle.
  • Annual commitments cannot be canceled or refunded after 72 hours of activation.
  • 6.4 Upgrades and Downgrades – Adjustments follow Microsoft’s NCE policies and may not take effect mid-term.
7. Customer Responsibilities
  • Maintain valid payment details and ensure timely payments.
  • Accept the Microsoft Customer Agreement prior to provisioning.
  • Manage tenant-level administration, compliance, and data configurations.
  • Grant necessary GDAP or DAP access for AVASOFT to deliver support and provisioning.
  • Ensure all end users comply with Microsoft’s Acceptable Use Policy.
8. AVASOFT Responsibilities
  • Provision and manage subscriptions under Microsoft’s CSP program.
  • Provide billing, administrative, and technical support in line with the Customer’s selected tier:
  • Control Room – monitoring and reporting.
  • Care – ticket-based user and license assistance.
  • Shield – proactive monitoring and compliance checks.
  • Hero – advanced remediation and escalation handling.
  • Elite+ – enterprise-grade priority support and advisory.
  • Notify Customers of material Microsoft policy or price changes.
  • Maintain security and confidentiality of Customer data and credentials under AVASOFT’s internal data governance policy.
9. Delegated Access & Tenant Administration
  • Customer authorizes AVASOFT to access and manage its Microsoft tenant via GDAP or DAP for provisioning, support, and compliance purposes.
  • Revoking such access may limit AVASOFT’s ability to deliver services.
  • Customer remains responsible for actions within its tenant that are not initiated by AVASOFT.
10. Data Protection & Privacy
  • AVASOFT maintains its own Data Protection Framework aligned with global standards (including GDPR, CCPA, and applicable U.S. privacy laws).
  • AVASOFT acts as a data controller for billing, relationship, and operational data.
  • For customer-tenant data, AVASOFT acts as a data processor, handling information only as necessary to deliver CSP services.
  • Data will not be shared or sold to third parties except as required by law or authorized by the Customer.
  • Customer agrees that AVASOFT may store and process data in secure global locations used for its CSP operations.
  • For details, see AVASOFT’s Privacy Policy.
11. Confidentiality
  • Both parties agree to maintain the confidentiality of all business, technical, and customer information shared in connection with this Agreement.
  • Confidential information may only be disclosed to employees or subcontractors who require access to fulfill obligations and are bound by equivalent confidentiality terms.
12. Warranties & Disclaimers
  • Microsoft provides all cloud services on an “as-is” basis under its MCA and Service Level Agreements.
  • AVASOFT makes no independent warranty regarding Microsoft’s products or uptime.
  • To the fullest extent permitted by law, AVASOFT disclaims any implied warranties, including merchantability, fitness for purpose, and non-infringement.
13. Limitation of Liability
  • To the maximum extent allowed by law:
  • Neither party shall be liable for indirect, incidental, consequential, or punitive damages.
  • AVASOFT’s total cumulative liability for any claim shall not exceed the total fees paid by Customer under this Agreement in the twelve (12) months preceding the claim.
14. Indemnification
  • Customer agrees to indemnify and hold harmless AVASOFT and Microsoft from any third-party claims, losses, or damages arising from:
  • Customer’s misuse of Microsoft Services,
  • breach of Microsoft’s policies or these Terms, or
  • violation of applicable laws or regulations.
15. Suspension & Termination
  • AVASOFT may suspend or terminate access to services in the following cases:
  • Non-payment beyond 15 days of due date.
  • Breach of Microsoft or AVASOFT terms.
  • Illegal or fraudulent use.
  • Security or compliance threats.
  • Upon termination:
  • All outstanding invoices become immediately due.
  • AVASOFT may revoke access to subscriptions and administrative privileges.
  • Annual commitments remain chargeable through their full term.
16. Compliance & Audit
  • Microsoft and AVASOFT reserve the right to verify compliance with licensing and program terms.
  • Customer agrees to cooperate in any audit process related to its Microsoft subscriptions or use of CSP services.

17. Export Control & Sanctions

  • Customer must comply with all U.S. export control and sanctions regulations applicable to Microsoft products.
  • Use of Microsoft cloud services is prohibited in embargoed or restricted countries per U.S. law.
18. Force Majeure
  • Neither party shall be held liable for delays or failures resulting from causes beyond reasonable control, including natural disasters, network failures, government actions, or labor disputes.
19. Governing Law & Dispute Resolution
  • These Terms shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, USA.
  • Any dispute arising from these Terms shall be resolved through arbitration or competent courts located in Pennsylvania.
20. Amendments
  • AVASOFT may modify these Terms to reflect changes in Microsoft’s CSP policies or legal requirements.
  • Updated Terms will be published on https://www.avasoft.com/csp-terms.
  • Continued use of services constitutes acceptance of the updated Terms.
21. Contact Information