CSP Marketplace Terms

The licences you buy at this checkout are Microsoft products provisioned through the Microsoft Cloud Solution Provider (CSP) programme. We participate as a CSP Indirect Reseller (Microsoft Partner Location / PLA ID 7113951), sourcing the licences at wholesale through the Pax8 indirect-provider marketplace.

• We are the seller and billing party of record. Your invoice is issued by Michal Jatczak, a sole trader registered in Malta and trading under the name ITSailor (Malta VAT MT32760411, DUNS 507601021). We act as a reseller for our own account, not as Microsoft's or Pax8's agent.
• We are your primary commercial and first-line support contact for the subscription lifecycle: ordering, billing, seat changes, and cancellation within the rules below.
• Microsoft remains the licensor. Your right to use the software is granted by Microsoft under the Microsoft Customer Agreement (section 03). Pax8 is our wholesale supplier and provisioning rail; you have no direct contract with Pax8.

Microsoft seat-based subscriptions sold through the CSP programme follow Microsoft's New Commerce Experience (NCE) commercial rules. By buying at this checkout you accept that these rules pass through to you unchanged. We do not have discretion to override them.

The 7-day window.Within the first 7 calendar days of activation of a new subscription (and again within the first 7 days of each renewal term) you may cancel the subscription or reduce its seat count. We pass through Microsoft's refund exactly as Microsoft grants it: cancellation within 24 hours of activation earns a full refund for the cancelled seats; cancellation after 24 hours but within 7 calendar days earns a pro-rated refund for the unused portion, calculated daily. We add no fees of our own to a cancellation inside the window. You may increase seats at any time during the term.

Monthly vs annual commitment. At checkout you choose:

• Monthly commitment- a 1-month auto-renewing term; cancel or reduce at each monthly renewal (within that renewal's 7-day window); higher per-seat price.
• Annual commitment (1-year) - locked for 12 months after day 7; lower per-seat price; paid in full up front (section 04).

We will never order an annual commitment against a monthly payment. If you select an annual commitment, you pay the full 12 months at checkout before we place the order.

Before any licence can be activated in your tenant, your authorised signatory must accept the Microsoft Customer Agreement (MCA). The MCA is Microsoft's direct contract with you, the end customer, governing your use of the licensed products. It is a Microsoft document; we do not draft it and cannot vary it.

At checkout we collect the MCA signatory's first name, last name, and email, and your acknowledgement that this person is authorised to bind your organisation to the MCA. We pass these details to Microsoft via Pax8 at order time. If MCA acceptance is not completed, the licence will not activate, and section 04 governs what happens to your payment.

Payment is taken in full at checkout, via Stripe, before we place any order with Pax8 or Microsoft. Provisioning into your Microsoft tenant happens after your payment is confirmed. Our wholesale supplier invoices us whether or not you have paid; collecting payment first is what lets us sell at wholesale without a credit markup.

Provisioning service level.We place your order with Pax8 within one (1) business day (Malta) of your payment being confirmed; in practice the order is usually placed within minutes. If we miss this commitment through our own fault, you receive a service credit equal to 10% of the first month's fees for the affected subscription (for annual commitments, 10% of one twelfth of the annual fee), applied to your next invoice or refunded where no further invoice is due. This credit is your sole and exclusive remedy for late order placement. The commitment does not cover delay caused by inaccurate or incomplete provisioning details, pending MCA acceptance, pending VAT ID verification, Pax8 or Microsoft processing or catalog issues, fraud or sanctions screening, or force majeure. Failed provisioning (as opposed to late placement) is governed by the refund commitment above, which is not limited by this service level.

Unless a price is expressly stated as VAT-inclusive, prices at this checkout are exclusive of VAT. The applicable VAT is calculated and shown at checkout, before you pay, and added to the total where due. We are established in Malta; for electronically supplied products the place of supply is where the business customer is established (Article 44 of Council Directive 2006/112/EC, transposed in Malta by the Value Added Tax Act, Cap. 406).

• Valid EU business VAT ID (cross-border within the EU):where you supply a VAT number that is verified against VIES and you are established in an EU member state other than Malta, the supply is reverse-charged. We invoice at 0% VAT and you account for VAT in your own member state under the reverse-charge mechanism (Article 196 of Directive 2006/112/EC). The invoice carries the note "Reverse charge - Article 44 and 196 of Council Directive 2006/112/EC".
• Malta business: Maltese VAT (currently 18%) is added at the applicable rate.
• Consumers (assisted sales only): this checkout does not sell to consumers (section 06). Where we exceptionally agree to sell to a consumer through an assisted sale, VAT is applied under the consumer rules of your member state and we confirm the exact treatment as part of that sale.

You are responsible for providing a correct VAT ID that belongs to your organisation. This checkout requires a VAT ID that verifies against VIES: if verification is still pending when you pay, we may hold provisioning until it completes; if the number cannot be verified, we do not provision - we ask you for a corrected number or refund the payment under section 04. Stripe Tax performs the VIES check.

Refunds on Microsoft licences track Microsoft's NCE rules (section 02), because we have already committed the licence to Microsoft at wholesale.

• Within 24 hours of activation: cancel for a full refund of the cancelled seats. Request it via billing@itsailor.io with your order number.
• After 24 hours, within the 7-day NCE window: cancel or reduce seats and we pass through the pro-rated refund. Same channel; we execute the cancel/decrease inside the window.
• After the 7-day window: the committed term is binding and non-refundable for its duration. A monthly-commitment subscription can still be stopped at the next monthly renewal; an annual commitment runs to its 12-month end.
• Provisioning failure after payment: full refund of the affected amount (section 04).

We execute cancellation requests during Malta business hours and without undue delay. A request received close to the end of a window is executed on a best-effort basis, and the refund passed through is the one Microsoft grants at the moment the cancellation is executed - so send cancellation requests as early in the window as you can. We never refund more on a licence than Microsoft or Pax8 grants upstream, because the wholesale licence is already committed; the one exception is ours alone: if provisioning fails after payment and cannot be fixed, section 04 promises a full refund from us regardless of what any vendor does. Refunds and pro-rated cancellations are documented with a credit note referencing the original invoice.

Business customers only. This checkout is addressed to business customers only. By buying here you confirm that you are acting for purposes relating to your trade, business, craft, or profession, that you are authorised to bind the organisation named at checkout, and that any EU VAT ID you enter belongs to that organisation. We verify business status at checkout (EU VAT ID via VIES). If you are a consumer (a natural person acting wholly or mainly outside your trade, business, or profession), this checkout is not for you: write to billing@itsailor.io and we will arrange an assisted sale with the consumer-law information, consent mechanics, and withdrawal rights that apply to you (Consumer Rights Directive 2011/83/EU; Consumer Affairs Act, Cap. 378; Consumer Rights Regulations, S.L. 378.17).

If, despite these checks, a purchase at this checkout is in law a consumer purchase, your mandatory consumer rights apply unchanged and nothing in these CSP Terms excludes them: in particular the 14-day right of withdrawal (except to the extent you gave prior express consent to immediate performance and acknowledged loss of the right under Article 16(a) of the Directive), and proportionate payment only for what was supplied before withdrawal (Article 14(3)). In that case we may also offer to cancel the subscription inside the Microsoft 7-day window and refund you in full. Consumer complaints may be referred to the Malta Competition and Consumer Affairs Authority (MCCAA).

To provision your licences we process the order and provisioning details you give us: your organisation's identity and billing data, your Microsoft tenant ID and/or domain, your company registration number, the MCA signatory's name and email, and your chosen SKUs, seat counts, and term.

• Microsoft is the licensor and platform operator (Microsoft Customer Agreement + Data Protection Addendum).
• Pax8 is our wholesale supplier and provisioning rail; we transmit your order details to Pax8 so the order can reach Microsoft.
• Stripe processes your payment.

These parties and their transfer safeguards are described in our Privacy Policy. We do not gain access to the contents of your Microsoft tenant by virtue of selling you a licence. Administrative access (for any hardening or managed engagement you separately buy) is established through Microsoft's granular delegated admin (GDAP) relationship, with least-privilege roles, only with your explicit authorisation, and is governed by the Terms of Service and any separate Statement of Work.

Data roles at a glance:

• For the order data listed above (organisation identity, billing data, tenant ID or domain, company registration number, MCA signatory name and email, SKUs and terms), we act as an independent controller (GDPR Article 4(7)): we decide to process it in order to sell, provision, invoice, and support your subscription. The Privacy Policy is the transparency notice for this processing.
• Microsoft processes your tenant content as your processor under the Microsoft Products and Services Data Protection Addendum, on your instructions, not ours. Buying a licence from us does not give us access to your tenant content and does not make us your processor.
• Pax8 receives your order data as an independent controller in its own right, to fulfil the wholesale order.
• If you later grant us GDAP admin access for a separate managed engagement, we process personal data in your tenant on your documented instructions, and the Article 28 Data Processing Agreement referenced in the Terms of Service governs that engagement.

You are responsible for:

• Giving us accurate provisioning details (tenant ID / domain, company registration number, MCA signatory).
• Ensuring the MCA signatory is authorised to bind your organisation (section 03).
• Choosing the right commitment term and seat count - the NCE lock (section 02) applies to the term you pick.
• Your use of the Microsoft products in line with the MCA and Microsoft's product terms.
• Not reselling or transferring the licences - they are for your organisation's internal use; onward resale or distribution is not permitted.
• Managing your own tenant, credentials, MFA, and data, as set out in the Terms of Service.

Your indemnities to us. You will indemnify us against third-party claims, fines, and losses (including reasonable legal costs) to the extent arising from: (a) use of the licensed products by you or your users in breach of the MCA, the Microsoft Product Terms, or applicable acceptable-use policies; (b) your breach of export-control or sanctions laws, including any resale or transfer of the licences to a party on a US, UK, or EU prohibited list or in an embargoed territory; (c) provisioning details you gave us that were inaccurate, or an MCA signatory who lacked authority to bind your organisation; and (d) personal data you process in the licensed services in breach of law. We will notify you of any such claim without undue delay and will not settle it without your consent, not to be unreasonably withheld.

Intellectual-property claims about the Microsoft productsare handled by Microsoft under the MCA section "Defense of third-party claims". We give no separate indemnity for the licensed products, and we will reasonably assist you in routing such a claim to Microsoft via our indirect provider.

• Auto-renewal.Subscriptions renew automatically for a further term of the same length unless cancelled within the cancellation window of the then-current term. For annual commitments, a new 12-month lock begins at renewal unless you cancel within the renewal's 7-day window. We send a renewal reminder before each annual renewal.
• Price at renewal. We will tell you of any change to your per-seat renewal price at least 30 days before the renewal date; continuing past the renewal date is acceptance of the new price. We do not change the price inside a committed term.
• Vendor SKU changes.Where Microsoft retires, renames, or restructures a SKU you hold, we will tell you and offer the nearest equivalent; we are not liable for Microsoft's catalog decisions.

Renewal payment and non-payment.

• New orders and annual renewals are always prepaid. We never place a new order, and never renew an annual commitment, for a term you have not paid for. We remind you at least 30 days before an annual renewal and collect payment before the renewal is placed; if the renewal is not paid by the renewal date, the subscription is set not to renew and expires at the end of the current 12-month term.
• Monthly renewals are collected via Stripe on each renewal date. If a monthly renewal payment fails, we notify you and retry collection. If it remains unpaid, we schedule the subscription to end at the earliest monthly renewal Microsoft allows, and amounts for service days already delivered remain due. Nothing you have already paid for is cut off.
• Reinstatement. If payment arrives after a scheduled cancellation but before it takes effect, we cancel the cancellation and the subscription continues. After expiry, a new order (with a new 7-day window and current pricing) is needed.
• Suspension for cause follows section 07 of the Terms of Service. Suspension does not shorten a committed term or reduce fees already due for it.

Our own warranty.We warrant that we will place and manage your orders with reasonable skill and care, and we give the provisioning service level in section 04. This is the full extent of our own warranty for licence resale. The Microsoft products are warranted by Microsoft under the MCA; we do not make, and are not authorised to make, any warranty, SLA, or commitment on Microsoft's or Pax8's behalf, and we pass through, but do not expand, Microsoft's warranties and service levels.

What neither party is liable for. To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity, or data, however caused and on any theory of liability, even if advised of the possibility of such damages. This does not limit your obligation to pay fees due for a committed term.

What is never excluded or capped.Nothing in these CSP Terms excludes or limits either party's liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct or gross negligence; (c) death or personal injury caused by negligence; or (d) any other liability which cannot be excluded or limited under Maltese or EU law. Nothing in these CSP Terms limits the refund commitment in section 04, which applies in full.

Microsoft and vendor services: SLA credits are passed through, not duplicated.The Microsoft products are operated and warranted by Microsoft under the MCA and the applicable Microsoft Service Level Agreement (SLA), not by us. We do not offer our own SLA, uptime commitment, or warranty on Microsoft products, and we are not liable for Microsoft or Pax8 platform outages, defects, security incidents, or catalog changes. Your remedy for a Microsoft service-level failure is the service credit or other remedy Microsoft provides under the applicable SLA. As a CSP Indirect Reseller we cannot claim SLA credits from Microsoft directly; claims go through our indirect provider. If you tell us about a qualifying outage (with the affected tenant and the incident ID from the Microsoft service health dashboard), we will submit the claim through Pax8 without undue delay, provided your notice reaches us in time to meet Microsoft's claim deadline, and we will pass through one hundred percent (100%) of any credit Microsoft grants for your tenant, as a credit on your next invoice. Microsoft's claim deadlines are short (as little as one month from the end of the billing month), so tell us promptly. Force majeure is governed by section 17 of the Terms of Service; the same rule follows from article 1134 of the Maltese Civil Code.

Geographic scope, inherited terms, and governing law. This checkout is restricted to business customers established in the EU with a valid EU VAT ID; we do not currently sell through this checkout to customers established elsewhere (including EEA countries outside the EU) - write to billing@itsailor.io and we will arrange an assisted sale where we can. Except as varied by these CSP Terms, confidentiality, modifications, force majeure, and governing law are inherited from the Terms of Service; where these CSP Terms state a warranty, liability, or indemnity rule for licence purchases, that rule controls. Governing law is Malta; the courts of Malta have jurisdiction, without prejudice to mandatory consumer rights in the residual case described in section 06.

• CSP - Microsoft Cloud Solution Provider programme, under which we resell Microsoft licences as an Indirect Reseller (PLA ID 7113951).
• MCA - Microsoft Customer Agreement: Microsoft's direct contract with you, accepted by your authorised signatory before activation.
• NCE - New Commerce Experience: Microsoft's commercial framework for CSP seat-based subscriptions, including the 24-hour and 7-day cancellation rules and commitment-term rules.
• Pax8 - the indirect-provider marketplace through which we source licences at wholesale. Our supplier; you have no direct contract with Pax8.
• Committed term - the period (monthly, annual, or multi-year) for which a subscription is locked after the 7-day window.
• GDAP - granular delegated admin privileges: the least-privilege admin relationship used for a separate managed engagement, not by a licence purchase.
• SLA - the Microsoft Service Level Agreement for Online Services, published by Microsoft; the source of service credits for Microsoft outages (section 10).
• VIES - the EU VAT Information Exchange System used to validate a VAT ID for the reverse charge.

• Orders, billing, refunds, seat changes: billing@itsailor.io
• Contract and legal questions: legal@itsailor.io
• Data Subject Rights (GDPR): dsr@itsailor.io; see the Privacy Policy.

Postal: Michal Jatczak T/A ITSailor, Level 1, Unit 60, Door No 63, Connecticlub Business Center, Triq Il-Ballut (Zona Industrijali, Mosta), MST 4001, Mosta, Malta. These CSP Terms are governed by the laws of Malta and are read together with the Terms of Service, Privacy Policy, Refund Policy, and Cookie Policy.