Client agrees to engage CTN for the purposes of billing and managing their Microsoft Cloud Services licensing.
Transfer of Billing from Existing Provider
1. Client Responsibility to Authorize Transfer.
If Client is currently receiving Microsoft 365, Azure, or other CSP services from another provider (“Prior Provider”), Client agrees to complete all actions necessary to transfer billing and administrative control to CTN. These actions may include, but are not limited to:
– Approving CTN as the Cloud Solution Provider for Client’s tenant
– Completing Microsoft’s CSP “reseller relationship request”
2. Transfer Process.
Upon receiving authorization from Client, CTN will initiate the billing transfer process pursuant to Microsoft CSP guidelines. This may include:
– Submitting a reseller relationship request;
– Importing existing subscriptions where Microsoft supports subscription transfer; and
– Reprovisioning licenses or subscriptions as needed when transfer is not supported or is blocked by the Prior Provider.
3. Overlapping Billing.
Client is responsible for coordinating cancellation of services with the Prior Provider. CTN is not responsible for, nor will CTN reimburse, any overlapping charges from the Prior Provider for periods in which both providers may be billing due to Client delay, prior commitments, or Microsoft-imposed proration.
4. Timing of Billing Under CTN.
Billing for transferred subscriptions will begin with CTN:
– Upon Microsoft’s confirmation of the subscription transfer; or
– Upon CTN’s reprovisioning of the subscription into Client’s tenant; whichever occurs first.
Client acknowledges that CTN cannot control or accelerate Microsoft’s internal processing times or the Prior Provider’s release of subscriptions.
5. Failure to Complete Transfer.
If Client does not complete the required steps to transfer billing within thirty (30) days of the Effective Date, CTN may suspend onboarding activities or terminate this Agreement without liability, and Client remains responsible for all fees accrued during this period.
6. Cooperation with Prior Provider.
Client shall ensure that the Prior Provider cooperates with CTN and does not intentionally delay or prevent the transfer. CTN is not responsible for delays or disruptions caused by the Prior Provider or by any outstanding contractual obligations between Client and the Prior Provider.
Failure to complete the transfer due to sections 5 and 6 above will result in a one-time cancellation fee of $1,000.
Term
1. The term of the Microsoft Cloud Services Agreement (“MCSA”) shall begin upon approval of this order document and shall continue for one (1) year from the last date on which Client adds a new license or subscription, measured as the end of that calendar month. In the case where a Client adds a 3-year commitment license, then the term will be from one (1) from the end of the 3-year commitment term.
2. Each time Client adds a new Microsoft 365, Azure, or other CSP license or subscription, the Term shall automatically extend to twelve (12) months from the last day of the month in which the new license was added. Example: If Client adds a new license on November 13, 2025, the Agreement Term is extended through November 30, 2026.
3. If Client provides written notice of intent to terminate the Agreement, CTN will acknowledge such notice in writing. From the date of that notice forward:
(a) The Agreement remains in effect through the then-current Term based on the most recent license addition prior to notice; and
(b) Any new licenses or subscriptions added after the notice date will be provisioned on a month-to-month basis and will not extend the overall Agreement Term.
Example: Client provides notice to terminate on January 12, 2026. A license added prior to that notice—on January 10, 2026—extends the Agreement Term through January 31, 2027. Any licenses added after January 12, 2026 will be considered monthly and can be terminated or transferred at the end of the then-current Term.
Termination
Upon termination or expiration:
– All amounts due for Services through the end of the Term (including Microsoft-committed subscriptions) shall remain payable.
– Access to Services will cease upon expiration of the Term or termination of applicable licenses.
– CTN will, upon request, cooperate in transferring administrative control of the Client’s tenant in accordance with Microsoft’s CSP transition procedures. Transfer will not occur unless all outstanding invoices have been paid by the Client.
Service Fees
MCSA pricing is subject to adjustment if Microsoft modifies their published rates.
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