Microsoft Customer Agreement - Indirect Reseller Responsibilities

Microsoft Customer Agreement - Indirect Reseller Responsibilities

Document purpose

The purpose of this document is to advise rhipe's Indirect Reseller partners of their responsibilities in collecting and storing their end customers agreement to the terms of the Microsoft Customer Agreement ("MCuA"), to maintain compliance with the Microsoft Partner Agreement ("MPA") which all Indirect Resellers in the Microsoft CSP program must agree to to transact in the CSP program.

This is not a legal document, nor should it be relied upon as legal advice in relation to maintaining compliance with the various legal and contractual agreements between your organisation and Microsoft. It is provided as a summary by rhipe in good faith to make our transacting Indirect Resellers aware of some of their responsibilities under the MPA. We encourage resellers requiring further advice to seek it from your legal representatives or counsel.

What is the MCuA?

The MCuA is a single Service Terms and Conditions agreement that all end-customer organisations wishing to use Online Services provided by Microsoft must agree to. It replaced the Microsoft Cloud Agreement ("MCA") in late 2019 as a new and online-only agreement experience. The MCuA applies to all Microsoft 365, Dynamics 365, Windows 365 and Microsoft Azure services, as well as any future similar products provided as an online service.

All products and services provided to an end-customer organisation through the Microsoft CSP program requires agreement by the customer to the MCuA. It also applies to Enterprise Agreements, or purchasing licensing from Microsoft directly.

If an end customer does not agree with the terms of the MCuA, then they are not permitted to purchase or use Microsoft Online Services.

For more details on the MCuA, please see Microsoft's MCuA FAQ. A copy of the MCuA can be downloaded directly from Microsoft for various regions and in a number of applicable languages from the Microsoft Licensing website.

What do I need to do for the MCuA?

In simple terms, Indirect Resellers are required to:
  1. Provide a copy of the MCuA to end-customers either already using Microsoft Online Services, or intending to do so;
  2. Get agreement to the MCuA from their customers, including the details of the customer representative agreeing to these terms;
  3. Provide any updated versions of the MCuA to end-customers and secure agreement to the new terms before placing and further orders; and
  4. Enter the details of the customer agreement to rhipe via PRISM Portal to allow for order transactions to occur.  
These requirements are outlined in the Microsoft Partner Agreement, which is the agreement that all Indirect Resellers must agree to in order to provide products or services to their customer. If you have not agreed to the MPA with Partner Center, you will not be able to transact in the CSP program and your orders will fail.

The MPA is available from the Agreements Page in your Microsoft Partner Center. We have attached the current version of the Indirect Reseller MPA in English (effective April 2022) to this article, and can be downloaded from the bottom of the article. 

Which terms of the MPA state this?

The below is based on the sections, clauses and page numbers contained in the Microsoft Partner Agreement, effective April 2022.  

Resellers to provide a copy of MCuA to their customers

General Requirements and Obligations, 1 (a) (Pg 21): "Microsoft may independently obtain the Customer’s acceptance of the Customer Agreement. If Customer has not already accepted the Customer Agreement, Distributor may direct Company to secure Customer’s acceptance of such; ... If directed by Distributor to secure Customer’s acceptance of the Customer Agreement, then Company must provide the applicable regional version of the Customer Agreement to the Customer based on the Customer location; the Customer Agreement may be available in multiple languages for some locations."

Resellers to secure customer agreement to MCuA

General Requirements and Obligations, 1 (a) (Pg 21):  "... If Customer has not already accepted the Customer Agreement, Distributor may direct Company to secure Customer’s acceptance of such; such acceptance must be in a manner that creates a legally enforceable contract between Microsoft and the Customer. Neither Distributor, nor Company, may revise the Customer Agreement in any way."  

Agreement to updated MCuA terms

General Requirements and Obligations, 1 (b) (Pg 21): "... Microsoft may revise the Customer Agreement and acceptance requirements for future Customers. ... if Microsoft updates the Customer Agreement, then Customer must accept the new Customer Agreement prior to or at the submission of a subsequent order (which is not a subsequent adjustment to an existing Subscription) or the renewal of a Subscription."  

Provide details of customer acceptance of MCuA

General Requirements and Obligations, 1 (c) (Pg 21): "If Company secures a Customer’s acceptance of the Customer Agreement, then Company must provide confirmation of, and accurate details about, such acceptance to Distributor for reporting to Microsoft and must do so prior to submitting any orders on behalf of that Customer."  

How can we maintain compliance with the MCuA & MPA requirements?

The MCuA is designed as a document that Indirect Resellers are able to attach to their own Agreements and Contracts as an addendum. By doing this, when your customer agrees to your own contract, they also agree to the MCuA. If you have a new customer, or a contract with your customer which is renewing soon then we suggest adding the MCuA as an addendum to that contract renewal as an example.

You may also wish to issue the MCuA to your customers with a specific additional cover page for them to sign. In the case of your existing customers, this is probably best way to proceed. You can use a tool such as Docusign or similar for this, and then hold that on file.

As long as you can meet the requirements that the  acceptance must be in a manner that creates a legally enforceable contract between Microsoft and the Customer then any such way of getting customer acceptance is acceptable. If you are not sure if your process meets this benchmark in your region, rhipe encourages you to seek advice from your contract or legal teams, or outside legal advice.

What if my customer does not wish to agree to the MCuA or wishes to make changes to it?

Acceptance of the MCuA as provided is required for any customer using Microsoft Online Services. If they do not agree to the terms as provided, then they need to be offboarded from Microsoft Online Services as soon as practical. Microsoft does not entertain changes to the MCuA.

What happens if the MCuA remains unsigned?

If the MCuA remains unsigned, then Indirect Resellers are in breach of the MPA. Microsoft may elect to terminate your Microsoft Partner Network Agreement on 30 days notice without reason, thus cancelling your status as a Microsoft Partner and removing your ability to sell Microsoft Online Services in the CSP Program. Neither rhipe, no any other Indirect Provider (CSP Distributor) will be permitted to transact with your Reseller entity.

Additionally, Microsoft is releasing a new system of CSP called the New Commerce Experience ('NCE'). You will be required to migrate your existing Legacy CSP subscriptions to an NCE-based subscription. If you attempt this conversion without having the MCuA signed in the tenant, the conversion will fail and your customers will be unlicensed and unable to use any Microsoft Online Services. Please see our article New Commerce Experience is coming from February 2022 for more details.

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