There has been a great deal of outreach around providing a boilerplate contract for New Commerce Experience. Liability continues to be the number one concern and there are many new considerations around licensing with NCE. In many cases you will be creating a Microsoft Addendum to your managed service agreement since we only have these unique licensing considerations with Microsoft. While I will not be providing a full boilerplate contract in this article, I will be providing recommendations for various clauses that should be part of your contracts.
Please note that I am not a lawyer and I have not consulted a lawyer for these recommendations. You need to evaluate these recommendations with how you will be managing these contracts and consult a legal professional as needed.
Subscription Terms
- Customer may subscribe to Microsoft licenses on a Monthly, Annual, or Multi-Year terms basis.
- Not all licenses have monthly terms
- Partner will advise customer which license are available in respective terms
- Applicable billing changes to accommodate new subscriptions or change request will be reflected on the next billing cycle
- Monthly, Annual, and Multi-year subscriptions may be prorated on a monthly basis if appropriate or available
- Monthly term subscriptions in NCE are billed at a 20% premium over annual and multi-year of the same product type
- Seat counts can be adjusted upward on any commitment term but if more than 72 hours have elapsed since the order was placed or the subscription was renewed, seat counts cannot be decreased until the renewal of the subscription
- Seats added mid-month will be prorated and co-terminated with the original renewal date.
- Mixing monthly and annual terms of the same product may result in different renewal dates based on the purchase date.
- New subscription purchased will potentially have a unique renewal date.
- Customer is committing to payment in full for all licenses included in monthly, annual, and multi-year subscriptions.
- Transfer of a customer subscription to another partner is not supported until the end of the subscription term
- Any decrements made upon renewal for monthly commitments during the middle of the month will not be reflected until the next billing cycle
- Decrements made at renewal may result in a prorated credit which will reflect on the next billing cycle
Subscription Cancellation
- A seat-based subscription of any term length can be cancelled but only within the first 72 hours of the term
- After that first 72 hours, no cancellation is possible; the customer will continue to be billed for the remainder of the term and will not receive a refund for any unused portion of the committed term.
- Any decrements to the subscription must be made at subscription renewal.
- Increments made to the subscription mid-term have 72 hours in which they can be reversed. Any increment reversed will receive a prorated refund if it is inside the 72 window of eligibility.
- Early termination requires full payment of the remainder of the term of all subscriptions.
Subscription Renewals
- Partner will notify customer X, X, and X days prior to annual or multi-year renewal
- Addendum will automatically renew on an annual basis, unless otherwise agreed upon by both parties
- Monthly subscriptions will automatically renew each month
- Decrements made after the 1st of the month may not reflect on invoice until the next invoicing period
- Customer has 72 hours from the renewal date of a subscription to make any seat changes or cancel the renewal.
Pricing
- Pricing from Microsoft is subject to change
- Annual and Multi-year commitments allow for price locking for the duration of the term
- Any increments made to annual or multi-year commitments capture the price locking of the original subscription purchase
- Any pricing changes will be communicated before the automatic renewal of the Addendum