Microsoft Dynamics Certified Software Advisor Agreement
By scrolling to the bottom of this Agreement (the “Agreement”) and clicking the “I agree” button, company agrees to be bound by this Agreement. The Program Guides, the Fee Schedule, and the Advisor Website (including its terms of use and privacy statement)are incorporated into this Agreement. In the event of any conflict or inconsistency between this Agreement and the Microsoft Partner Network agreement(“MPN Agreement”), the terms of this Agreement will prevail solely with respect to the subject matter of this Program.
Company represents that it has read and understands this Agreement. Company must accept this Agreement before it can participate in the Microsoft Dynamics Certified Software Advisor Program (the “Program”).
SECTION 1Eligibility
To participate in this Program as a Microsoft software and services advisor (“Advisor”), Company must be actively engaged in advising Customers on solutions based on Microsoft software and/or services. This Agreement does not restrict Company from supporting, promoting, distributing, or using non-Microsoft software and/or services.
Microsoft will not pay CSA Fees for any claims on orders placed by United States federal government entities (“Federal Entities”).
SECTION 2Definitions
Capitalized terms used but not defined in this Agreement have the meanings given in the MPN Agreement.
(a)“Advisor Website” means or any alternative site Microsoft may designate in its place;
(b)“CSA Fee” means the software CSA fee Company can claim through the Program for performing the services described in the Program Guide;
(c)“Customer” means a third party other than Company or any Company Affiliate that licenses software from or enters into a services agreement with Microsoft or one of its Affiliates;
(d)“Program Guide” means either the Microsoft Dynamics CSA Program Guide for On-Premise Solutions or the Microsoft Dynamics CSA Program Guide for Online Solutions (as applicable). The Program Guide is posted on the Advisor Website. The Program Guide contains certain requirements and general information related to this Agreement. The Program Guide outlines: (i) the presales support services and other services Company must perform to receive a CSA Fee; (ii) how to submit a claim for a CSA Fee; (iii) how CSA Fees are paid (i.e., fee structure and fee schedule); and (iv) other related topics. There is a separate Program Guide for each type of software (or online service) for which Company may be eligible to claim a CSA Fee; and
(e)“Fee Schedule” means the Microsoft fee schedule for the Dynamics Certified Software Advisor program, as posted on PartnerSource
SECTION 3Services to be Provided
As an Advisor, Company mustprovide pre-sales marketing and pre-sales support services to Customers as described in the Program Guide. Company will recommend Microsoft’s software and/or services that meet a Customer’s needs. If a Customer accepts the recommendation, Company may also be asked to help its Customer through the applicable Microsoft licensing or services agreement process. The Customermay select the Advisor as their partner of record for the implementation services of the purchased licenses. On completion of these and any other related services, and once an order has been placed, Company will be entitled to receive a CSA Fee as further described in the Program Guide.
SECTION 4Disclosure and potential conflicts of interest
(a)In order to receive CSA Fees, Company must submit a claim including any required supportingdocumentation. Company must disclose to the Customer that it may earn fees from Microsoft for providing presales services. When required, Company must confirm in writing that this disclosure has been made to its Customer before it can receive CSA Fee.
(b)Company may also have a conflict of interest when it:
(1)Provides pre-sales advisory services to a Customer under this Program; and
(2)May charge Customer for the same services under a separate contract or other business arrangement.
If Company has a potential conflict of interest, it must meet each of the following requirements before it can receive a CSA Fee. Company must:
(i)Not act in a manner that puts its interest in the CSA Fee ahead of the Customer’s interest so as to be unfair to the Customer.
(ii)Disclose to the Customer in writing that it may receive aCSA Fee from Microsoft as soon as it becomes aware of a potential conflict of interest.
(c)If Company has a potential or actual conflict of interest, it must, on Microsoft’s request, confirmin writing that it has met the requirements of this Section before Microsoft will pay the applicable CSA Fee.
(d)Company’s failure to comply with this Section 4 will be deemed a material breach thisAgreement. Company must refund any CSA Fees already received as of the date of any such material breach. Microsoft also retains all other legal and equitable remedies.
SECTION 5No license rights
This Agreement does not give Company any right, title, or interest in any Microsoft software or services. Company has no authority to vary the terms or conditions of any Microsoft license or services agreement.
SECTION 6Microsoft’s right to terminate Customers
Microsoft may terminate any license or services agreement with a Customer for Customer’s failure to comply with its terms. Microsoft will promptly notify Company if it terminates any Customer agreement for which Company is named as the then current Advisor. Company waives any claim against Microsoft for damages or lost profits resulting from any such termination.
SECTION 7CSA Fees
(a)Company acknowledges that CSA Fees generally reflect the value of the pre-sales services itprovides on particular engagements.
(b)CSA Fees and the requirements for earning them may vary by product or service, and by country or region.
(c)Company is not eligible to receive CSA Fees for software licensed to, or services performed for, Company or its Affiliates.
(d)Company is not eligible to receive CSA Fees for orders placed by U.S. Federal Entities.
(e)Invoicing and payments
Microsoft may adjust or reject a claim for CSA Fees if:
(1)Microsoft provided the software to Customer’s distributor or reseller at a discount; or
(2)Microsoft provided a level of pre-sales support to the Customer beyond the normal pre-sales support set forth in the Program Guide.
(3)For India partners only: Company fails to submit proof of execution with the claim, as explained in the Program Guide.
(f)Taxes
(1)Microsoft calculates the CSA Fee based on the amount charged to the Customer for software and/or services exclusive of taxes or other governmental charges.
(2)The CSA Fee includes all taxes that are applicable as a result of the services that Company provides as an Advisor. Company is solely responsible for all taxes related to the CSA Fee it receives. The law may require Microsoft to withhold taxes from amounts payable to Company. If so, Microsoft will deduct the taxes from the amount otherwise owed and pay them to the appropriate taxing authority. Microsoft will use reasonable efforts to cooperate with and assist Company in obtaining tax certificates or other appropriate documentation evidencing this tax payment at Company’s written request and expense.
(g)Company’sCSA Fees may be adjusted if a Customer receives a credit or refund fromMicrosoft or if Company receives overpayment. Microsoft will alert in Company in these cases.
Microsoft may deduct any overpayment from future CSA Fee payments. Company is responsible for promptly repaying any overpayment. Microsoft may pursue alternative means of collection if the amount of the overpayment is not paid or offset against CSA Fee payments within a reasonable time.
(h)Microsoft is not obligated to any third parties who might claim rights under this Agreement.Microsoft will not pay CSA Fees to any third party other than Company unless ordered to do so by a court of law.
(i)A Customer may change Advisors on a per-order basis. A Customer order for a multi-yearpayment option (if available) is considered to be a single Customer order that is paid over time. If a Customer changes its Advisor before the end of the multi-year term, the Advisor at the time of the origination of the multi-year payment continues to be eligible for the CSA Fee. However, the partner must meet all of the CSA program requirements at the time each annuity claim is created.Microsoft will have no other liability to Company arising from a Customer’s decision to change its Advisor.
SECTION 8Term and termination
(a)Effective Date. This Agreement will take effect on the date Microsoft accepts this Agreement(the “Effective Date”), as described in the Program Guides.
(b)Renewal. Company has no expectation that this Agreement will be renewed or that Microsoft will enter into a new Agreement with Company.
(c)Termination. Microsoft may terminate this Agreement upon 30 days’ notice, due to Company’s inactivity in the Program for a period of 12 months, or a failure to comply with its terms.
(d)Automatic Termination. Microsoft may terminate this Agreement immediately without prior notice if it discovers Company has re-enrolled (under any name) less than 12 months after having a Microsoft Dynamics Certified Software Advisor Agreement terminated for any reason.
(e)Term. Unless terminated earlier, this Agreement will end on the earlier of 24 months from theEffective Date, or when Company no longer has an active status in MPN.
SECTION 9Changes to the Agreement and Administration
Microsoft may make updates or changes to this Agreement. This includes the Program Guide, the Fee Schedule, and the Advisor Website. Company must check the Advisor Website from time to time for any updates or changes. Company agrees to be bound by any updates or changes as of the date they are posted on the Advisor Website. The updates or changes will not apply retroactively. Microsoft may change how CSA Fees are calculated. Microsoft will give Company at least 30 days prior written notice of any such changes.
SECTION 10Partner Resource Management Program
If and when Microsoft implements mandatory deal registration for CSA Fee claims via its Partner Resource Management Program during the term of this Agreement, Microsoft will provide its software advisor partners with 90 days advance notice via PartnerSource. Company will comply with the Partner Resource ManagementProgram requirement, as published on PartnerSource.
SECTION 11Partners Based in India
If Company is based in India, then the Microsoft contractingentity is Microsoft Corporation (India) Pvt. Ltd. and the following additional terms apply. This Agreement shall be governed and construed in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration. The arbitration shall be in accordance with the International Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") (and not the SIAC Domestic Arbitration Rules), which rules are deemed to be incorporated by reference into this subsection. The tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration shall be English and the venue of arbitration shall be Singapore. The decision of the arbitrator shall be final and binding. The courts of New Delhi shall have exclusive jurisdiction to entertain any suits relating to enforcement of the award and/or for award of any interim protection.