1. Ordering, pricing, payments, renewals and taxes

1.1 Ordering. Customer shall place an Order for each Subscription for a Service via any means made available by Cloud2020 for such Ordering. If Customer desires to use the Service for more than the total number of User Licenses available through the Service level it subscribed to, it must subscribe to the appropriate Service level prior to commencing any such use. If Customer desires to reduce the total number of Users, it may do so, subject to the cancellation fees set forth in Section 2.2. Any Services added to a Subscription will expire at the end of the Term. Each Subscription shall be for a defined Term (e.g., 30 days or 12 months).

1.2 Subscription Fees. “Subscription Fee” means the monthly amount Customer is required to pay for the Subscription to the Service and Client Software. Customer is required to pay the Subscription Fee in advance. Cloud2020 may charge Customer at one time for more than one billing period. Subscription Fees are available via the Order or other means made available by Cloud2020. Payments are due and must be paid in accordance with the Order. Price level changes are not retroactive. Prices for each price level are fixed at the time the Subscription is first placed and apply throughout the Term. Subscription Fees are subject to change at the beginning of any Subscription renewal.

1.3 Renewal. Unless the offer specifically states otherwise, Customer’s Subscription will automatically renew at the expiration of the Term.

1.4 New agreement. Prior to placing new Orders, renewing any Subscriptions, or further use of the Services, and upon notice, Cloud2020 may require that Customer enter into an updated agreement to govern Orders, renewal Subscriptions, or usage from that date forward.

1.5 Taxes and other Incidental Charges. The prices and rate plans do not include any taxes, phone and Internet access charges, mobile text messaging, wireless service and other data transmissions, unless stated otherwise. Customer is responsible for all such incidental charges and any taxes and it is legally obligated to pay including, but not limited to, paying Cloud2020 any applicable value added, sales or use taxes or like taxes that are permitted to be collected from Customer by Cloud2020 under applicable law.

1.6 Refunds. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law.

1.7 Late Payments. Except to the extent prohibited by law, Cloud2020 may assess a late charge if Customer does not pay on time, regardless of any disputes Customer may have raised about its bill. Customer must pay these late charges as and when billed by Cloud2020. The late charge will be the lesser of 2% of the unpaid amount each month or the maximum rate that is permitted by law. Cloud2020 may use a third party to collect past due amounts. Customer must pay for all reasonable costs incurred by Cloud2020 to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. Cloud2020 may suspend or cancel the Service if Customer does not pay in full and on time.

2. Term and termination

2.1 Termination by Cloud2020. Cloud2020 may cancel or suspend Customer’s use of the Service or a portion of thereof at any time if Customer violates the terms of this Agreement, if Cloud2020 believes that Customer’s use of the Service represents a direct or indirect threat to its network function or integrity or anyone else’s use of the Service, or if Cloud2020 is otherwise required by law to do so.Upon notification by Cloud2020 of any such cancellation or suspension, Customer’s right to use the Service will stop immediately. Cancellation or suspension of the Service for Customer’s violation of the terms of this Agreement will not change Customer’s obligation to pay any Subscription fees due for the applicable Term. Cloud2020 may also cancel or suspend Customer’s use of the Service for convenience at any time during the Term. Cancellation or suspension for convenience will only be effective upon a 3-month notification by Cloud2020.

2.2 Termination by Customer. Customer may terminate a Subscription or reduce the number of User Licenses at any time during its Term. A termination will be effective at the end of the monthly Subscription cycle during which customer terminates the Subscription or reduces the number of User Licenses. Customer must pay for the period prior to the termination effective date.

If customer terminates a twelve month or one year Subscription within 30 days of the date on which the Subscription became effective or was renewed, customer must pay for the initial 30 days of the Subscription. No payments will be due for the remainder of the Subscription. If customer terminates a Subscription or reduces the number of User Licenses at any other time during the Term, Customer must pay 50% of the Subscription fee otherwise due for the remainder of the one year Term.

If you Order the Service under a special promotional offer that includes a rebate given for each User License that you Order and you later cancel your Subscription (for some or all of the User Licenses obtained under the special promotional offer) before the end of the Term stipulated in the special promotional offer, then you will be required to repay the full rebate that you received for every User License that you cancel under your Subscription.

2.3 Effect of termination. Upon termination or cancellation of the Service by either party for any reason, Cloud2020 may delete Customer’s Content permanently from its servers. Customer is solely responsible for taking the necessary steps to back up its Content and ensure that it maintains its primary means of business.

2.4 Waiver of rights and obligations. To the extent necessary to implement the termination of this Agreement, each party waives any right and obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate this Agreement.

2.5 No liability for deletion of Content. Customer acknowledges that, other than as expressly described in these terms, Microsoft will have no obligation to continue to hold, export or return Customer’s Content. Customer acknowledges that Microsoft will have no liability whatsoever for deletion of Customer Content pursuant to these terms. Customer acknowledges that Cloud2020 will have no liability whatsoever for deletion of Customer Content pursuant to these terms.

2.6 This Agreement shall be governed and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.