Microsoft cloud services are a core part of what we deliver. These Product Terms set out the specific conditions that apply when Harrby procures and manages Microsoft Online Services on your behalf — alongside your main Agreement with us.1. Overview
These Microsoft Cloud Solution Provider Product Terms ("Product Terms") form part of your Agreement with Harrby Pty Ltd ("Harrby", "we", "our", "us") and apply to all Microsoft Online Services we provide or manage on your behalf.
Why these terms exist: Microsoft requires all Cloud Solution Providers (CSPs) to include specific terms in their customer contracts. These Product Terms fulfil that requirement. They are mandatory and cannot be amended or waived.
These Product Terms apply whether Harrby is procuring Microsoft Online Services for you as a direct Microsoft CSP or through a third-party indirect Microsoft CSP.
2. Definitions
| Term | Meaning |
|---|
| Microsoft Agreement | The agreement and associated terms entered into between you and Microsoft — including the Microsoft Cloud Agreement, Microsoft Product Terms Agreement, and Online Services Agreement. Current versions are available at Microsoft Partner Agreements and Microsoft Licensing |
| Microsoft Online Services | Any access to online Microsoft products and services — whether usage-based or licence-based — provided to you under the Microsoft Agreement |
| Agreement | Your signed Proposal, Statement of Work (SoW), Quote, Master Services Agreement (MSA), or Service Agreement with Harrby |
| Initial Term | The minimum committed service period, as specified in your Order Form or as required by Microsoft |
| Renewal Period | Each subsequent period following the Initial Term during which services automatically continue |
3. Your Microsoft Agreement
Microsoft Online Services are governed by two parallel agreements: your Agreement with Harrby, and your Microsoft Agreement directly with Microsoft. Both apply.
The Microsoft Agreement grants your rights. Your Agreement with Harrby governs the commercial and support relationship between us. It does not itself grant you any rights to use Microsoft Online Services — those rights come from the Microsoft Agreement between you and Microsoft.
The Microsoft Agreement evolves. Microsoft updates its terms from time to time. Updated terms are mandatory unless Microsoft states otherwise. It is your responsibility to monitor and comply with any changes to the Microsoft Agreement. Where Microsoft's updates require corresponding changes to these Product Terms, Harrby will make reasonable amendments and notify you accordingly.
Where there's a conflict, Microsoft's terms prevail. Should any inconsistency arise between your Agreement with Harrby and the Microsoft Agreement in respect of Microsoft Online Services, the Microsoft Agreement takes precedence.
Microsoft's liability is separate. Microsoft has no liability to you under your Agreement with Harrby. Microsoft's liability to you is governed solely by the Microsoft Agreement.
4. Your Data
How Your Data Is Handled
When delivering Microsoft Online Services, Harrby may need to disclose or transfer your data to Microsoft. Once transferred, Microsoft's use of that data is governed by the Microsoft Agreement — not your Agreement with Harrby. Accordingly, Harrby has no liability for Microsoft's acts or omissions in respect of that data.
Data Storage & Processing Locations
By engaging Harrby for Microsoft Online Services, you acknowledge and agree that Microsoft may store, transfer, and process your data in the United States or any other jurisdiction where Microsoft, its affiliates, or their contractors maintain facilities. This processing is governed by the Microsoft Agreement.
Regulatory Disclosure
Harrby and/or Microsoft may be required to disclose your data to governmental, regulatory, or law enforcement authorities where required by law.
Your Obligations Regarding Third-Party Data
If you provide Harrby with personal data relating to third parties — such as your employees, customers, or contacts — you warrant that you have obtained all required consents and issued all required notices to those individuals before doing so. This is your responsibility.
5. Harrby's Obligations
Service Warranties
Harrby provides no warranties in respect of Microsoft Online Services themselves. Warranties for Microsoft Online Services are those provided by Microsoft under the Microsoft Agreement. Harrby is not responsible for any downtime, outages, or unavailability of Microsoft Online Services.
Service Credits
Where Microsoft applies a service credit under its SLA, Harrby will pass that credit through to you in kind. Microsoft retains the right to audit outages on a per-subscription or per-service basis. You agree to provide Harrby and Microsoft with reasonable assistance and cooperation in connection with any such audit.
6. Contract Term
Initial Term: The minimum Initial Term for all Microsoft Online Services — whether licence-based or usage-based — is 12 months, or such other period as specified in your Order Form, or as Microsoft may require under its Program Guide.
Automatic Renewal: At the end of the Initial Term, subscriptions will automatically renew for subsequent Renewal Periods of 12 months each (or such other period as specified in your Order Form or Microsoft's Program Guide), unless terminated in accordance with Section 9.
If you do not wish to renew, you must provide written notice of cancellation in accordance with the timeframes set out in Section 9.
7. Fees
Base Fees
Fees for Microsoft Online Services are set out in your Agreement and applicable Order Form.
Fee Adjustments
Where Harrby incurs additional or increased third-party costs directly relating to the procurement or provision of Microsoft Online Services — for example, due to Microsoft pricing changes — Harrby is entitled to increase its fees proportionally. In such circumstances, Harrby will provide you with as much advance notice as is reasonably practicable and supply evidence of the increased costs upon request.
Microsoft reserves the right to change its pricing at any time. Harrby will communicate material pricing changes to you as soon as we are informed of them.
8. Invoicing & Payment
Licence-based services are invoiced monthly in advance.
Usage-based services are invoiced monthly in arrears, based on actual consumption during the preceding month.
First invoice: For licence-based services, the first invoice will cover the pro-rated period from your service commencement date through to the next regular invoicing date, plus one full month's fees in advance.
Harrby reserves the right to adjust invoicing timing and frequency to align with any changes Microsoft makes to its own billing cycles. We will provide advance notice of any such changes.
9. Changes, Suspension & Termination
Microsoft-Initiated Changes
Microsoft may, without liability to you or Harrby, change the subscription SKUs, descriptions, features, or functionality of Microsoft Online Services, or suspend, cancel, or reject the renewal of Microsoft Online Services, including as set out in the Microsoft Agreement. Where this occurs, Harrby will notify you promptly and work with you to manage the impact.
Harrby-Initiated Suspension or Cancellation
Harrby may suspend, cancel, or decline to renew Microsoft Online Services — without liability to you — in the following circumstances:
- You or Microsoft terminates the Microsoft Agreement
- Harrby is no longer authorised to resell the relevant Microsoft Online Services
- As otherwise set out in the General Terms of your Agreement
Effect of Changes or Suspension
If services are changed, suspended, or cancelled by either Microsoft or Harrby, Harrby's right to invoice you remains in place for any period where Harrby continues to incur third-party costs. You will have no claim against Microsoft, any indirect CSP, or Harrby under the Agreement in connection with such events.
Customer-Initiated Termination During Term
If you wish to terminate Microsoft Online Services during the Initial Term or a Renewal Period, you will remain liable for the fees for the remainder of that term. Early termination does not reduce your financial commitment for the contracted period.
Linked Services
Termination of Harrby's Support Services in respect of Microsoft Online Services will automatically terminate your subscription to those services.
10. What Happens to Your Data After Termination
Managing your data at the end of a service period is important. Here's what you need to know.
Transitioning to a New Provider
If you are moving your Microsoft Online Services to another provider, it is your responsibility to manage the transition. Harrby can assist with transition planning at agreed professional services rates — but the coordination and execution of the provider change rests with you.
Data Retention After Suspension
In the event of service suspension, Microsoft will delete all Customer data 90 days after suspension unless services are reactivated within that period. Data will not be accessible during this window unless services have been procured through another provider.
Data Retention After Termination
Following termination, your data will remain within Microsoft's infrastructure for up to 90 days but will not be accessible during this period.
Critical: If you do not plan to procure the same Microsoft Online Services through another partner within 90 days of your termination or expiry date, you must ensure all data migration is completed before the termination or expiry date. After 90 days, your data will no longer be available and cannot be recovered.
Plan your data migration early — do not leave it until the last moment.
11. Relationship to Other Agreements
These Product Terms work alongside your other agreements with Harrby and Microsoft:
- Your Agreement with Harrby — Governs the commercial relationship, support obligations, and service delivery
- The Microsoft Agreement — Governs your rights to use Microsoft Online Services and Microsoft's obligations to you
- Harrby's Privacy Policy — harrby.com/privacy-policy
- Harrby's Acceptable Use Policy — harrby.com/acceptable-use-policy
Where these Product Terms conflict with your Agreement with Harrby, your Agreement prevails. Where your Agreement conflicts with the Microsoft Agreement in respect of Microsoft Online Services, the Microsoft Agreement prevails.
12. Updates to These Product Terms
Harrby may update these Product Terms to reflect changes to the Microsoft Agreement, changes to the terms Microsoft imposes on its CSP partners, or changes to our services. Where changes are material, we will provide reasonable advance notice. Continued use of Microsoft Online Services after updated terms are published constitutes acceptance of the revised Product Terms.
Questions about these Product Terms or your Microsoft subscription?
Support & Licensing Harrby Pty Ltd Email: support@harrby.com Legal enquiries: legal@harrby.com
These Product Terms are mandatory requirements of Harrby's Microsoft CSP partner agreement and cannot be modified. For questions about your specific Microsoft licence entitlements, subscription configuration, or data residency requirements, contact your Harrby account manager.