Terms and Conditions for Microsoft Office 365 1 ... - O2 Ireland

1. General 

Terms and Conditions for Microsoft Office 365 

1.1. This Agreement, upon acceptance by you (the “End User”), which acceptance shall be 

indicated by signature or other recorded End User confirmation, forms a legally binding 

agreement between the End User and Telefónica Ireland Limited (“O2”) that governs the 

provisions of the Online Services. 

1.2. This Agreement shall take precedence over any terms and conditions sought to be relied 

upon by the End User in respect of the Online Service. Notwithstanding any language on 

any correspondence received from the End User to the contrary, this Agreement shall 

take precedence over any such correspondence. Such correspondence shall be 

accepted by O2 for administrative purposes only and shall not modify or amend this 

Agreement. All terms and conditions on any correspondence originating from the End 

User shall be null, void and without legal effect. 

1.3. It is acknowledged and agreed that the Online Service is an Additional Service as 

defined in the End User’s existing agreement with O2 for voice and/or data services. 

1.4. The End User agrees that while the provisions of this Agreement create enforceable 

legal rights and obligations between the End User and O2, such rights shall be capable 

of enforcement by Mircosoft and Microsoft Affiliates in their own right in the same manner 

as if Microsoft or Microsoft’s Affiliates were party to this Agreement. 

2. Grant of Licence to End User 

2.1. General. License grants are subject to the End User’s obligation to pay and continue paying 

the Subscription Charges and the End User’s compliance with this Agreement and any 

additional product use terms associated with this Agreement. A License is non-exclusive, 

non-perpetual (unless specifically allowed), and is not transferable (unless specifically 

allowed). The ability to use licensed software may be affected by minimum system 

requirements or other factors. O2 reserves all rights not expressly granted (and no other 

rights will arise by implication, estoppel, exhaustion, or otherwise). 

2.2. Licensed software. In consideration of the Subscription Charges O2 grants the End User 

licenses for the number of copies of each item of licensed software that the End User 

ordered from O2 and the right to use a prior (older) version in place of licensed software if 

specified in the product use terms. 

2.2.1. When licences become perpetual. Unless the End User obtains perpetual 

licenses under an available buy-out option from O2, licensed software obtained 

under this Agreement lasts only for the term of this Agreement. Any references in 

the product use terms to running licensed software on a perpetual basis apply only 

if the End User obtains perpetual licenses under an applicable buy-out option. 

2.2.2. Licence confirmation. All of the following, when taken together, are proof of the 

End User’s license (or if the buy-out option is available and the End User has 

exercised it, the End User’s perpetual license): (a) this Agreement, (b) the order 

confirmation, if any, (c) for any transfers allowed by this Agreement, the 

documentation evidencing the license transfers, and (d) proof of payment. 

2.2.3. Licence rights are not related to software media. The rights applicable to 

licensed software obtained under this Agreement are not related to any order of 

fulfilment of software media. 

2.2.4. Transferring licenses to Affiliates or third parties. 

2.2.4.1. Right to transfer. The End User may transfer licenses for licensed 

software under this Agreement only after the End User exercises an

available buy-out option. The End User may transfer fully-paid 

perpetual licenses only to: (1) an Affiliate; or (2) to an unaffiliated third 

party in connection with a merger or transfer of ownership of the End 

User’s enterprise. No license transfer will be valid unless the End User 

provides this Agreement to the party who is receiving the licenses and 

that party accepts it in writing. Any attempted transfer not made in 

compliance with this section will be void. A transfer of licenses will not 

relieve the assigning party of its obligations under this Agreement. The 

resale of licenses, and any other transfer not expressly permitted by 

this section, is expressly prohibited. 

2.2.4.2. Certain transfers not permitted. The End User may not transfer any 

of the following: 

(a) licenses on a short-term basis (90 days or less); 

(b) temporary rights to use licensed software; 

(c) Microsoft Software Assurance coverage, if any; 

(d) perpetual licenses for any version of any licensed software 

acquired through Microsoft Software Assurance separately 

from the full version license; or 

(e) a perpetual upgrade license for a desktop operating system 

separately from the underlying desktop operating system 

license or from the computer system on which the licensed 

software is installed and to which the license is assigned. 

2.2.5. Limitations on use. Licensed software is licensed to the End User, not sold. The 

End User has no right to: 

2.3. Universal Terms. 

(a) reverse engineer, decompile, or disassemble any licensed software, except 

where applicable law permits it despite this limitation; 

(b) rent, lease, lend, resell, or host to or for third parties any licensed software, 

except as may be expressly permitted for a given licensed software in the 

product use terms; 

(c) separate and use the components of licensed software on two or more 

computers, upgrade or downgrade components at different times, or 

transfer components separately, except as may be expressly permitted in 

the product use terms; or 

(d) modify or create derivative works of the licensed software. 

2.3.1. End User Use Rights. If the End User complies with this Agreement the End 

User may use the software and Online Services only as expressly permitted by 

this Agreement. 

2.3.2. Third Party Programs. If other terms come with a program licensed by a third 

party, those terms apply to the End User’s use of it. 

2.3.3. Pre-release Code. If other terms come with pre-release code, those terms apply 

to the End User’s use of it. 

2.3.4. Updates and Supplements. O2 may update or supplement the software which 

the End User licenses. If so, the End User may use that update or supplement with 

the software. If other terms come with an update or supplement, those terms 

apply to the End User’s use of it.

2.3.5. Technical Limitations. The End User must comply with any technical limitations 

in the products that only allow the End User to use them in certain ways. The End 

User may not work around them. For more information, 

see http://www.microsoftvolumelicensing.com/userights/TechLimit.aspx. 

2.3.6. Other Rights. Rights to access the software on any device do not give the End 

User any right to implement Microsoft patents or other Microsoft IPR in software or 

devices that access that device. 

2.3.7. Additional Functionality. O2 may provide additional functionality for the 

products. Other license terms and fees may apply. 

2.3.8. Internet Based Services. Microsoft may provide Internet based services with the 

products. It may change or cancel the services at any time. The End User may 

not use these Internet based services in any way that could harm them or impair 

anyone else’s use of them. The End User may not use the services to try to gain 

unauthorized access to any service, data, account or network by any means. 

2.3.8.1. Consent for Internet based Services. The Internet Based Services 

Notices document at http://microsoft.com/licensing/contracts identifies 

software features that connect to Microsoft or service provider computer 

systems over the Internet. It also identifies the products in which they 

are found. Some features appear in more than one product. In some 

cases, the End User will not receive a separate notice when one of these 

features connects. The End User may switch off these features or not 

use them. By using these features, the End User consents to the 

transmission of this information. Microsoft does not use the information 

to identify or contact the End User. 

2.3.8.2. Computer Information. These features use Internet protocols, which 

send to the appropriate systems computer information, such as the End 

User’s Internet protocol address, the type of operating system, browser 

and name and version of the software the End User is using, and the 

language code of the device where the End User installed the software. 

Microsoft uses this information only to make the Internet based services 

available to the End User. 

2.3.8.3. Use of Information. Microsoft may use the computer information, 

accelerator information, search suggestions information, error reports, 

Malware reports and URL filtering reports to improve its software and 

services. O2 may also share it with others, such as hardware and 

software vendors. Both may use the information to improve how their 

products run with Microsoft software. 

2.3.8.4. Misuse of Internet based Services. The End User may not use these 

services in any way that could harm them or impair anyone else’s use of 

them. The End User may not use the services to try to gain 

unauthorized access to any service, data, account or network by any 

means. 

2.3.9. Documentation. Any person that has valid access to the End User’s computer 

or internal network may copy and use the documentation corresponding to 

Licensed software for the End User’s internal reference purposes. 

Documentation does not include electronic books. 

2.3.10. Product Activation. Some products require activation to install or access 

them. Activation associates the use of the software with a specific device. For 

information about when activation or a key is required, see the Product 

Activation section on http://www.microsoft.com/licensing. The End User is 

responsible for both the use of keys assigned to the End User and activation of

products using End User Key Management Service (KMS) machines. The End 

User should not disclose keys to third parties. 

a. KMS and Multiple Activation Key (MAK) Activation. During Multiple 

Activation Key (MAK) activation, the software will send information about 

the software and the device to Microsoft. During Key Management 

Service (KMS) host activation, the software will send information about 

the KMS host software and the host device to Microsoft. KMS client 

devices activated using KMS do not send information to 

Microsoft. However, they require periodic reactivation with End User 

KMS host. The information sent to Microsoft during MAK or KMS host 

activation includes: 

� the version, language and product key of the software 

� the Internet protocol address of the device 

� information derived from the hardware configuration of the device. 

For more information, see 

http://www.microsoft.com/licensing/existing-customers/productactivation.aspx. 

By using the software, the End User consents to 

the transmission of this information. Before the End User 

activates, the End User has the right to use the version of the 

software installed during the installation process. The End User’s 

right to use the software after the time specified in the installation 

process is limited unless it is activated. This is to prevent its 

unlicensed use. The End User is not licensed to continue using 

the software after that time if the End User does not activate it. If 

the device is connected to the Internet, the software may 

automatically connect to Microsoft for activation. The End User 

can also activate the software manually by Internet or telephone. 

If the End User does so, Internet and telephone service charges 

may apply. Some changes to the End User computer components 

or the software may require the End User to reactivate the 

software. The software will remind the End User to activate it until 

the End User does so. 

b. Proper Use of KMS. The End User may not provide unsecured access 

to End User KMS machines over an uncontrolled network such as the 

Internet. 

c. Unauthorized Use of MAK or KMS Keys. Microsoft may take any of 

these actions related to unauthorized use of MAK or KMS keys: 

� prevent further activations 

� deactivate 

� otherwise block the key from activation or validation 

Key deactivation may require the End User to acquire a new key from Microsoft 

2.3.11. Font Components. While the software is running, the End User may use its 

fonts to display and print content. The End User may only: 

� embed fonts in content as permitted by the embedding restrictions in the 

fonts; and 

� temporarily download them to a printer or other output device to print 

content. 

2.3.12. Using More than One Product or Functionality Together. The End User 

needs a license for each product and separately licensed functionality used on 

a device or by a user. For example, if the End User uses Office on Windows, 

the End User needs licenses for both Office and Windows.

2.3.13. Multiplexing. Hardware or software the End User uses to: 

� pool connections, 

� reroute information, 

� reduce the number of devices or users that directly access or use the 

product, or 

� reduce the number of operating system environments, devices or users 

the product directly manages 

(sometimes referred to as “multiplexing” or “pooling”), does not reduce the 

number of licenses of any type that the End User needs. 

2.4. Online Services General License Terms. 

2.4.1. User Subscription Licenses (User SLs) and Device Subscription Licenses 

(Device SLs). 

� If an Online Service is listed in the table below, the End User must acquire and assign 

User SLs or Device SLs to the End User users and devices as described in the table. 

If both User and Device SLs are listed for the Online Service, the End User may 

acquire and assign either type to use the Online Service. 

A hardware partition or blade is considered to be a separate device. 

Online Services That Require User or Device SLs 

Online Service User/Device SL Required For Each of End 

User… 

Exchange Online 

Basic 


Deskless Worker 


Kiosk 


Plan 1 


Plan 2 


Standard 

� Exchange Online Basic User 

SL 

� Exchange Online Deskless 

Worker User SL; or 

� Business Productivity Online 

Deskless Worker Suite User SL 

� Exchange Online Kiosk User 

SL, or 

� Office 365 Plan K1 User SL, or 

� Office 365 Plan K2 User SL 

� Exchange Online Plan 1 User 

SL, or 


SL, or 

� Office 365 Plan E1 User SL, or 



� Office 365 Plan E4 User SL 


SL, or 


� Office 365 Plan E4 User SL. 

� Exchange Online Standard 

User SL, or 

� Exchange Online Standard 

User SL for Software 

Assurance; or 


Users who access the Online 

Service or related software 







Archiving may be used for 

messaging storage only. 


Service or related software. 

Archiving may be used for 

messaging storage only. 


Service or related software



User… 

Live Meeting 


Live Meeting 

Professional 

Lync Online Plan 1 

Standard Suite User SL, or 


Standard Suite User SL for 

Software Assurance 

� Live Meeting Standard 

User SL, or 

� Live Meeting Professional User 

SL, or 






� Live Meeting Professional 

User SL, or 

� Live Meeting Standard User 

SL, or 






� Lync Online Plan 1 User SL, or 

� 







SL, or 

Live Meeting Standard User SL 

Authenticated users who 

access the Online Service or 

related software. However, 

i) users licensed for Lync 

Online Plan 1 or Plan 2 and 

ii) Users licensed for Lync 

Server Enterprise CAL 

do not need USLs for 

purposes other than 

scheduling or conducting 

a web conference or receiving 

Easy Assist. 




i) Users licensed for Lync 

Online Plan 1 or Plan 

2 and 

ii) Users assigned Lync 

Server Enterprise CALs 

do not need USLs for 



a web conference or receiving 

Easy Assist. 


Service or related software



User… 

Lync Online Plan 2 

Office 365 Plan P1 

Office 

Communications 

Online Standard 

Office Web 

Applications 

SharePoint Online 

Kiosk 


Plan 1 







SL, or 

� Live Meeting Standard User SL 




(i) Users licensed for Lync 

Online Plan 1 

ii) Users licensed for Lync 

Server Enterprise CAL 

(iii) Users licensed for Live 

Meeting Standard or 

Professional 

do not need USLs to access 

the Online Service for 



a web conference. 

� Office 365 Plan P1 User SL Users who access the Online 


� Office Communications Online 

Standard USL; or 

� Office Communications Online 

Standard USL for Software 

Assurance; or 


Standard Suite User SL; or 




� Office Web Applications User 

SL, or 

� Office 365 Plan K2 User SL, or 




� Office 365 Plan K1 User SL or 

� Office 365 Plan K2 User SL 

� SharePoint Online Plan 1 User 

SL, or 


SL, or 







Service or related software. 



related software for “read 

only” access to view site 

content and “edit privileges” 

for InfoPath forms, and Office 

365 Plan K2 Users who 

access the Online Service to 

create and edit Office 

documents. No other access 

and use of the service is 

permitted 




the End User may not access 

Infopath, Excel, Access, Visio 

services.



User… 


Plan 2 





SL, or 



� SharePoint Online Standard 

User SL, or 

� SharePoint Online Standard 

User SL for Software 

Assurance; or 








related software. 



1 “External users” means users that are not either (i) the End User or the End User’s affiliates’ 

employees, or (ii) the End User or the End User’s affiliates’ onsite contractors or agents. 

� Reassignment of User and Device SLs. The End User may: 

o permanently reassign a User SL from one user to another or End User Device SL 

from one device to another; or 

o temporarily reassign a User SL to a temporary worker while the first user is absent 

or End User Device SL to a loaner device while the first device is out of service. 

2.4.2. Add-on Subscription Licenses (Add-on SLs). Add-on SLs are available as 

optional licenses or required licenses depending on the Online Service. For 

Online Services listed in the table below: 

� The End User may acquire optional Add-on SLs and use that Online Service as 

described in the table, and, 

� The End User must acquire required Add-on SLs to use that Online Service as described 

in the table. 

Online Services That Offer Add-on SLs 

Online Service Add-on SL When Required… 

SharePoint Online Plan 1 

and 2 

� SharePoint Online 

Partner Access Add-on 

SL 

SharePoint Online Standard � SharePoint Online 

Extra Storage Add-on 

SL 

For up to 50 authenticated 

external users 1 accessing the 

Online Service or related 

software per Add-on SL per 

month in excess of those 

provided in the base 

subscription. The End User 

does not need SharePoint 

Online Plan 1 and 2 USL’s for 

these users. 

For each one gigabyte of 

storage in excess of storage 

provided with User SLs 

1 “ External users” means users that are not either (i) theEnd User or the End User’s affiliates’ 

employees, or (ii) the End User or the End User’s affiliates’ onsite contractors or agents.

2.5. Desktop Applications User Subscription Licenses (User SLs). If a desktop 

applications Online Service is listed in the table below, the End User may acquire and 

assign User SLs to End User users as described in the table. 

Online Services That Require User SLs 

Online Service User SL Permits the Following: 

Office 

Professional 

Plus 

Subscription 

� Office Professional Plus User 

SL, or 

� Office 365 Plan E3 User SL, 

or 


Each user to whom the End 

User assigns a User SL may 

install and use one copy of the 

software per device on up to 5 

devices at a time. 

� Reassignment of User SLs. The End User may: 

o permanently reassign a User SL from one user to another; or 

o temporarily reassign a User SL to a temporary worker while the first user is absent. 

� Online Service and Software Upgrade. If O2 provides a major upgrade to software 

licensed under End User User SLs for the Online Service, the End User must install 

the upgrade on all devices using the Online Service to prevent an interruption of the 

Online Service. 

� Required Connection. Each user to whom the End User assigns a User SL must 

connect each device upon which they have installed the software to the Internet at 

least once every 45 days. If a user does not comply with this requirement, the 

functionality of the software may be affected. 

� Remote Use. The End User may allow other users to remotely access the software 

to provide the End User with support services. No other remote access use is 

permitted. 

� Subscription Validation. Microsoft may automatically check the version of any 

version of software installed by the End User users on any device. Devices on which 

the software is installed may periodically provide information to verify that the 

software is properly licensed and that the Term has not expired. This information 

includes the software version, the user’s Windows Live ID, product ID information, a 

machine ID, and the internet protocol address of the device. If the software is not 

properly licensed, its functionality will be affected. The End User may only obtain 

updates or upgrades for the software from Microsoft or authorized sources. For more 

information on obtaining updates from authorized sources, see 

www.microsoft.com/genuine/downloads/faq.aspx. By using the software, the End 

User consents to the transmission of the information described in this section. 

� Media Elements and Templates. Media images, clip art, animations, sounds, 

music, video clips, templates and other forms of content are “media elements”. The 

End User may have access to media elements provided with the software or as part 

of a related service. The End User may copy and use those media elements in 

projects and documents. The End User may not: 

� sell, license or distribute copies of the media elements by themselves or as a 

product if the primary value of the product is the media elements; 

� grant the End User’s customers rights to further license or distribute the media 

elements; 

� license or distribute for commercial purposes media elements that include the 

representation of identifiable individuals, governments, logos, trademarks, or 

emblems or use these types of images in ways that could imply an endorsement 

or association with the End User’s product, entity or activity; or 

� create obscene or scandalous works using the media elements. 

� For more information, go to www.microsoft.com/permission. 

�

� Font Components. The End User may use the fonts installed by the software or as 

part of a related service to display and print content. The End User may only embed 

fonts in content as permitted by the embedding restrictions in the fonts and may 

temporarily download them to a printer or other output device to print content. 

2.6. Additional Terms. 

2.6.1. License Terms Updates. O2 may update these license terms from time to 

time. Changes to these license terms that O2 either introduce with updates or 

supplements or are required by law to make, or that do not materially affect the 

End User’s use of the Online Service will apply immediately. For any other 

changes, the End User’s use of the Online Service under any existing license 

type will be governed by these license terms without those updates during the 

greater of either: 

2.6.1.1. 12 months from the time the End User first uses it or 

2.6.1.2. the length of the End User’s committed term. 

O2 will endeavour to notify the End User of updates at least 30 days before 

they are generally effective. The End User agrees to the new terms by using 

the Online Service after O2 publishes them in these Online Services use rights 

or sends the End User an email notice about the updates. 

2.6.2. Online Service Updates. O2 may modify the functionality or features or 

release a new version of the Online Service and software from time to time. 

After an update, some previously available functionality or features may change 

or no longer be available. If O2 updates the Online Service or software and the 

End User does not use the updated Online Service or software, some features 

may not be available to the End User and the End User’s use of the Online 

Service and software may be interrupted. 

2.6.3. Online Service Suspension. O2 may suspend the Online Service in 

accordance with the provisions of Clause 11. 

Any suspension of services shall apply to the minimum necessary portion of the 

Online Services and only be in effect for as long as reasonably necessary to 

address the issues giving rise to the suspension. 

2.7. Online Service Expiration or Termination. Upon expiration or termination of the End 

User Online Service subscription, the End User must contact O2 and tell O2 whether to: 

(a) disable the End User account and then irretrievably delete and purge the End User 

Data; or 

(b) retain the End User Data in a limited function account for at least 90 days after 

expiration or termination of the End User subscription (the “retention period”) so 

that the End User may extract the data. 

o If the End User indicates option (a), the End User will not be able to 

extract the End User Data from the End User account. If the End User 

indicates option (b), the End User will reimburse O2 for any applicable 

costs. If the End User does not indicate (a) or (b), O2 will retain the End 

User Data in accordance with (b). 

o Following the expiration of the retention period, O2 will disable the End 

User account and then irretrievably delete and purge the End User Data. 

Cached or back-up copies will be irretrievably purged and deleted within 

30 days of the end of the retention period.

2.8. No Liability for Deletion of Customer Data. The End User agrees that, other than as 

described in these terms, O2 has no obligation to continue to hold, export or return the 

End User Data. The End User agrees that O2 has no liability whatsoever for deletion of 

the End User Data pursuant to these terms. 

2.9. Availability of Online Service. Availability of the Online Service, some of its 

functionality, and language versions vary by country. The End User may only use the 

Online Service, or certain functionality of the Online Service, as is made available in the 

primary location of the End User. Information on availability is located at 

http://www.microsoft.com/online/faq.aspx#international or at an alternate site Microsoft 

identifies. 

2.10. Responsibility for End User Accounts. The End User is responsible for the End 

User’s passwords, if any, and all activity with the End User’s Online Service accounts 

including that of users the End User provisions and dealings with third parties that take 

place through the End User’s account or associated accounts. The End User must keep 

End User accounts and passwords confidential. The End User must tell O2 immediately 

about any possible misuse of End User accounts or any security incident related to the 


2.11. Use of Software with the Online Service. The End User may need to install certain 

Microsoft software in order to sign into and use the Online Service. If so, the following 

terms apply: 

2.11.1. Microsoft Software License Terms. The End User may install and use the 

software on End User devices only for use with the Online Service. The End 

User’s right to use the software ends when the End User’s right to use 

the Online Service terminates or expires, or when O2 updates the Online 

Service and it no longer supports the software, whichever comes first. The End 

User must uninstall the software when the End User’s right to use it ends. O2 

may also disable it at that time. 

2.11.2. Automatic Updates for Microsoft Software. From time to time, O2 may 

check the version of the End User software and recommend or download 

updates to End User devices. The End User may not receive notice when O2 

downloads the update. 

2.12. Use of Other Web Sites and Services. The End User may need to use certain 

Microsoft web sites or services to access and use the Online Services. If so, the terms 

of use associated with those web sites or services, as applicable, apply to the End User’s 

use of them. 

2.13. Third Party Content and Services. O2 is not responsible for any third party content the 

End User accesses directly or indirectly via the Online Service. The End User is 

responsible for the End User’s dealings with any third party (including advertisers) 

related to the Online Service (including the delivery of and payment for goods and 

services). 

2.14. End User Customer Data. The End User may be able to submit customer data for use 

in connection with the Online Service. “Customer data” are all data, including all text, 

sound, or image files that are provided to O2 by, or on behalf of, the End User through 

the End User’s use of the Online Service. When the End User submits customer data for 

use with any Online Service that enables communication or collaboration with third 

parties, the End User acknowledges that those third parties may then be able to: 

2.14.1. Use, copy, distribute, display, publish, and modify the End User’s customer 

data; 

2.14.2. Publish the End User’s name in connection with the customer data; and 

2.14.3. Facilitate others’ ability to do the same.

Some Online Services may offer functionality that restricts third parties’ ability to do so. It 

is the End User’s responsibility to make use of that functionality as appropriate for the 

End User’s intended use of the End User’s customer data. 

2.15. Ownership of customer data. As between the parties, the End User retains all right, 

title and interest in and to customer data. O2 acquires no rights in customer data, other 

than the rights the End User grants to O2 for the applicable Online Service. This does 

not apply to software or services O2 licenses to the End User. 

2.16. Privacy. Personal data collected through the Online Service may be transferred, stored 

and processed in the United States or any other country in which Microsoft or its service 

providers maintain facilities. This includes any personal data the End User collects using 

the service. By using this Online Service, the End User consents to transfer of personal 

data outside of the End User country. The End User also agrees to obtain sufficient 

authorization from persons providing personal data to the End User, to: 

2.16.1. transfer that data to Microsoft and its agents, and 

2.16.2. permit its transfer, storage and processing. 

The provisions of the O2 Privacy Policy shall apply to this Agreement and are deemed 

incorporated into this Agreement by reference. Details of the O2 Privacy Policy may be 

viewed at www.O2.ie. 

Online Service Privacy Statement 


Office Communications Online 


(Online Services corresponding to 

BPOS) 


Lync Online 


Office 365 Plan P1 


Office 365) 

http://go.microsoft.com/fwlink/?LinkId=104970 

Live Meeting http://go.microsoft.com/fwlink/?LinkID=90654 

2.17. O2 Use of Customer Data. 

2.17.1. Both parties undertake to act in full compliance with the provisions of the Data 

Protection Acts, 1988 and 2003 (as amended, extended or replaced from time 

to time). 

2.17.2. O2 may require the End User to provide it with the name of one or more 

individuals within the End User’s organisation for contact purposes. O2 agrees 

that such information shall only be used for contact purposes and insofar as 

may be necessary for the provision of services under this commercial 

arrangement. To the extent that such information constitutes personal data 

within the meaning of the Data Protection Acts, 1988 and 2003 (as amended, 

extended or replaced from time to time), the individual to whom the information 

relates has the right to access such personal data (on payment of the 

appropriate fee) and to have any incorrect or misleading personal data 

amended or erased. 

2.17.3. For the avoidance of doubt End User Data held within the Online Service shall 

not be accessed or used by O2, Microsoft or any other third party and shall be 

accessed by the End User only.

2.17.4. The End User agrees that O2 may share personal information relating to the 

End User with all third parties as are strictly necessary for the provision of the 

Online Services and the Online Service. 

2.17.5. The End User consents to Microsoft receiving and using the information 

relating to the End User that Microsoft receives in order to enable it to provide 

the Services and uphold its obligations to O2 under the Reseller Agreement. 

End User data will be used only to provide the End User the Online Service. 

This may include troubleshooting aimed at preventing, detecting and repairing 

problems affecting the operation of the Online Service and the improvement of 

features that involve the detection of, and protection against, emerging and 

evolving threats to the user (such as malware or spam). 

2.17.6. O2 will not disclose End User data to law enforcement unless required by law. 

Should law enforcement contact O2 with a demand for End User data, O2 will 

attempt to redirect the law enforcement agency to request it directly from the 

End User. As part of that, O2 may provide the End User’s basic contact 

information to the agency. If compelled to disclose customer data to law 

enforcement, O2 will use commercially reasonable efforts to notify the End 

User in advance of a disclosure unless legally prohibited. 

2.18. Security of End User Data. 

O2 will implement reasonable and appropriate technical and organizational measures, as 

described in the security overview applicable to the Online Service to help secure the End User 

Data processed or accessed by the Online Service against accidental or unlawful loss, access, 

or disclosure. The End User agrees that these measures are: 

2.18.1. O2’s only responsibility with respect to the security and handling of End User data; 

and 

2.18.2. in place of any confidentiality obligation contained in the End User volume license 

agreement or any other non-disclosure or confidentiality agreement. 

See the table below for information on where to find the security overview for the Online 

Service. 

Online Service Security Overview 




Office Live Meeting 


BPOS) 



Lync Online 

Live Meeting 

Office 365 


Office 365) 

2.19. Scope of Use. 

The End User may not: 

http://go.microsoft.com/fwlink/?LinkID=149494 

2.19.1. use the Online Service in a way that is prohibited by any law, regulation or 

governmental order or decree in any relevant jurisdiction, or that violates 

others’ legal rights;

2.19.2. use the Online Service in a way that could harm it or impair anyone else’s use 

of it; 

2.19.3. use the Online Service to try to gain unauthorized access to any service, data, 

account or network by any means; 

2.19.4. falsify any protocol or email header information (e.g., “spoofing”); 

2.19.5. use the Online Service to send “spam” (i.e., unsolicited bulk or commercial 

messages) or otherwise make available any offering designed to violate these 

terms (e.g., denial of service attacks, etc.); or 

2.19.6. remove, modify, or tamper with any regulatory or legal notice or link that is 

incorporated into the Online Service. 

2.20. Regulatory. O2 may modify or terminate the Online Service in any country where there 

is any current or future government requirement or obligation that subjects O2 to any 

regulation or requirement not generally applicable to businesses operating there, 

presents a hardship for O2 to continue operating the Online Service without modification, 

and/or causes O2 to believe these terms or the Online Service may be in conflict with 

any such requirement or obligation. For example, O2 may modify or terminate the 

Online Service in connection with a government requirement that causes Microsoft to be 

regulated as a telecommunications provider. 

2.21. Electronic Notices. O2 may provide the End User with information about the Online 

Service in electronic form. It may be via email to the address the End User provides 

when the End User signs up for the Online Service, or through a web site that O2 

identifies. Notice via email is given as of the transmission date. As long as the End User 

uses the Online Service, the End User has the software and hardware needed to receive 

these notices. The End User may not use the Online Service if the End User does not 

agree to receive these electronic notices. 

Exceptions and Additional Terms for Particular Products. 

For Exchange Online*, Office Communications Online, Live Meeting*, and 

SharePoint Online*: 

USLs for Software Assurance. USLs for Software Assurance may be acquired and 

assigned to users either: 

� who have also been assigned a qualifying CAL with active Software Assurance 

coverage or 

� who use a device to which a qualifying Device CAL with active Software Assurance 

coverage has been assigned. 

The End User may not assign USLs for Software Assurance to more than one user at a 

time for any given qualifying device CAL. The End User must maintain active Software 

Assurance coverage on the End User’s qualifying CALs during the term of the End User 

USL for Software Assurance. The End User’s right to access the Online Service or 

related software under a USL for Software Assurance expires on the earlier of: 

� the lapse of Software Assurance coverage on the End User’s qualifying CAL or 

� expiration of the End User’s USL for Software Assurance. 

A USL for Software Assurance corresponding to a user CAL only may be (and must be) 

reassigned to another user, when and as the qualifying user CAL is reassigned. A USL 

for Software Assurance corresponding to a device CAL may be reassigned to another 

user only when that new user uses a device that is assigned a qualifying device CAL with 

active Software Assurance coverage.

USLs available for Software Assurance customers and their qualifying CALs are listed in 

the table below: 

USL for Software Assurance Qualifying CAL 

Business Productivity Online 

Standard Suite USL (for Core CAL 

Suite) 

Business Productivity Online 

Standard Suite USL (for Enterprise 

CAL Suite) 

Exchange Online Standard USL 


Standard USL 

Live Meeting Standard or 

Professional USL 

SharePoint Online Standard USL 

� Core CAL Suite 

� Enterprise CAL Suite 

� Exchange Server 2007 Standard CAL, or 

� Core CAL Suite, or 


� Lync Server 2010 Standard CAL, or 


� Lync Server 2010 Enterprise CAL, or 


� Office SharePoint Server 2007 Standard 

CAL, or 

� Core CAL Suite, or 


Use for Evaluation Purposes. The End User may use the Online Service for a 30 day 

evaluation period. The End User agrees that O2 has no obligation to hold, export or return the 

End User Data if the End User does not acquire licenses to use the Online Service upon the 

expiration of the evaluation period. The End User agrees that O2 has no liability whatsoever 

for deletion of the End User Data pursuant to the foregoing terms. 

For Lync Server Public Instant Messaging Connectivity: 

Internal Use Only. Only the End User’s employees and onsite contractors may access the 


Microsoft Lync Server 2010 (“LS”), Microsoft Office Live Communications Server 2005 (“LCS”) 

or Microsoft Office Communications Server 2007 (“OCS”) Required. Users of the Online 

Service must be licensed to use LS, LCS or OCS, as appropriate. 

No Interconnection. The End User may not use the Online Service to facilitate communication: 

� with any instant messaging service provider other than Yahoo!, AOL and Microsoft; or 

� between any external instant messaging networks. 

PDA or Mobile Phone Access – Limitation on America Online Instant Messenger network. The 

End User may not use the Online Service to pass Instant Messaging and Presence information 

from (or to) a PDA or mobile phone using licensed radio frequency spectrum (e.g., EVDO, 

GPRS, EDGE). 

Use for Evaluation Purposes. For Office Live Communications Server Public Instant 

Messaging Connectivity the End User may use the Online Service for a 60-day evaluation 

period. 

For Lync Online and Live Meeting: 

Recording Notice. The laws of some jurisdictions require notice to or the consent of individuals 

prior to intercepting, monitoring and/or recording their communications and/or restrict collection, 

storage, and use of personally identifiable information. The End User agrees to comply with all 

applicable laws and to obtain all necessary consents and make all necessary disclosures 

before using the Online Service and/or the recording feature(s).

For Lync Online 

Lync 2010 includes Silverlight. The following notice applies to Silverlight software. 

Notice About the H.264/AVC Visual Standard, and the VC-1 Video Standard. This software 

may include H.264/MPEG-4 AVC and/or VC-1 decoding technology. MPEG LA, L.L.C. requires 

this notice:` 

THIS PRODUCT IS LICENSED UNDER THE AVC AND THE VC-1 PATENT PORTFOLIO 

LICENSES FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER TO (i) 

ENCODE VIDEO IN COMPLIANCE WITH THE ABOVE STANDARDS (“VIDEO STANDARDS”) 

AND/OR (ii) DECODE AVC, AND VC-1 VIDEO THAT WAS ENCODED BY A CONSUMER 

ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED 

FROM A VIDEO PROVIDER LICENSED TO PROVIDE SUCH VIDEO. NONE OF THE 

LICENSES EXTEND TO ANY OTHER PRODUCT REGARDLESS OF WHETHER SUCH 

PRODUCT IS INCLUDED WITH THIS SOFTWARE IN A SINGLE ARTICLE. NO LICENSE IS 

GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION 

MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE WWW.MPEGLA.COM. 

For clarification purposes, this notice does not limit or inhibit the use of the software for normal 

business uses that are personal to that business which do not include (i) redistribution of the 

software to third parties, or (ii) creation of content with the VIDEO STANDARDS compliant 

technologies for distribution to third parties. 

3. Other General Terms for the Online Service 

3.1. Subject to Clause 3.2, O2 shall in consideration of the payment of the Subscription 

Charges provide the Online Services to the End User subject to the terms and conditions 

of this Agreement. 

3.2. In order to access and use the Online Services the End User will need to provision the 

End User Hardware from which the Online Services will be accessed and used. The End 

User may carry out provisioning itself and on its own account or may, subject to 

execution of a Statement of Work, engage O2 to provide the Installation Services. 

Similarly the End User may engage O2 to provide the De-Installation Services on the 

termination or expiration of this Agreement. 

3.3. Where the End User engages O2 to provide Installation or De-Installation Services, 

those services shall be provided in consideration of the payment by the End User of the 

Professional Charges (which shall apply in addition to the Subscription Charges) and 

subject to the Statement of Work agreed in writing between the End User and O2. 

3.4. Where the End User carries out the provisioning of End User Equipment itself neither O2 

nor Microsoft shall be liable for any loss, damage, liability, cost or expense incurred by 

the End User whether directly or indirectly in carrying out such provisioning 

3.5. It is hereby expressly agreed and acknowledged by O2 and the End User that: 

3.5.1. O2 AND MICROSOFT MAKE NO REPRESENTATIONS OR WARRANTIES 

WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, 

ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE DESIGN, 

COMPLIANCE WITH SPECIFICATIONS, QUALITY, OPERATION, THE 

MERCHANTABILITY OR FITNESS OF THE ONLINE SERVICES FOR A 

PARTICULAR PURPOSE, OR ISSUES REGARDING IPR INFRINGEMENT, 

TITLE AND THE LIKE; 

3.5.2. the End User hereby waives to the maximum extent permitted by law any rights 

and remedies conferred upon the End User under any relevant legislation, 

including but not limited to the Sale of Goods and Supply of Services Act, 1980 as 

amended, and those rights now or hereafter conferred by statute or otherwise;

3.5.3. O2 shall not be deemed to have made, be bound by or liable for, any 

representation, warranty or promise made by Microsoft in respect of the Online 

Services; 

3.5.4. O2 shall not be liable for any failure of the Online Services or any delay in the 

availability thereof; and 

3.5.5. the Customer has selected the Online Services without O2’s assistance. 

3.6. The End User shall be fully and solely responsible for satisfying itself that the Online 

Service is fit for the End Users purposes and neither O2 nor Microsoft provide any 

representations or warranties in this regard. 

3.7. The End User acknowledges that O2 may at any time do any of the following: 

3.7.1. Modify all or part of an existing Online Service, including adding new features or 

functionality to, or removing existing features or functionality; 

3.7.2. In the event of Microsoft issuing a new release of all or part of the Online Services, 

migrate End Users to such new release at any time subject to the terms and 

conditions of this Agreement; 

3.7.3. Release a new version of the Online Services or part of it. 

3.8. The Online Service is provided on a Subscription per user basis. Each Subscription shall 

last for the End Users billing period and shall, subject to the termination rights set out in 

Clause 9 be automatically renewed upon expiry, in accordance with Clause 8 (Auto- 

Renewal). 

4. Charges 

4.1. The Subscription Charges payable by the End User to O2 for the services described 

herein are as set out in End Users Price Plan and Price Plan Rules. 

4.2. The End User acknowledges that the Subscription Charges may be amended by O2 by 

giving the End User not less than thirty (30) days notice. 

4.3. Professional Charges payable by the End User (if any) shall be as agreed in writing by 

the End User. 

5. Billing Arrangements 

5.1. O2 shall submit an invoice to the End User monthly in arrears in respect of the 

Subscription Charges due for the relevant period. O2 reserve the right to alter payment 

terms to payment in advance at any time and to determine in its sole discretion the 

format an invoice shall be submitted in, including but not limited to electronic format. 

5.2. O2 shall invoice the End User for any Installation Services or De-Installation Services in 

the agreed amount in the next invoice issued to the End User by O2 following the 

material completion of the works specified in the relevant Statement of Work. 

5.3. The End User hereby agrees to pay the Subscription Charges and Professional Charges 

(if any) in full without any deduction or set off to O2 within 14 days of the date of invoice. 

5.4. Without prejudice to any other rights of O2, in the event of the End User failing to pay 

any sums due pursuant to this Agreement on time or at all notwithstanding notification by 

O2 of the overdue debt to the End User, O2 shall be entitled to: 

5.4.1. charge interest (both before and after any judgement) on amounts overdue from 

the End User from the due date until the payment is actually made at the rate of

2% per annum over the base rate of Allied Irish Bank plc for the time being during 

the relevant period; 

5.4.2. suspend the provision of the Online Services, and/or disconnect the Online 

Services until such time as all payments due including all interest accrued have 

been paid and satisfied in full; 

5.4.3. terminate this Agreement forthwith. 

5.5. The Online Service is provided by O2 to the End User as part of an Online Service 

bundle. Where the End Users O2 account that its Online Service is charged to is 

terminated or suspended for any reason (either by O2 or the End User), the Online 

Service shall be suspended forthwith and the provisions of Clause 2.7 shall apply. 

Subject to the provisions of clause 2.7 and the discharge by the End User of all sums 

due to O2 in respect of the terminated or suspended account the End User may by 

notice in writing request that the Online Services be charged to another account which is 

held in its name with O2 and thereafter have its Online Services resumed. O2 reserve 

sole and exclusive discretion whether to accept such a request. 

6. End User’s Obligations 

6.1. The End User undertakes and agrees with O2 that throughout the Subscription Period it 

will: 

6.1.1. pay the Charges levied by O2 in accordance with this Agreement; 

6.1.2. comply with all Laws in relation to the use of the services; and 

6.1.3. use the licensed software and services in accordance with the terms of this 

Agreement and any User Guide or other instructions of O2 or Microsoft and not 

copy, reverse engineer or modify any software made available as part of any of 

the services in any way. 

6.2. The End User warrants and represents that it has the necessary rights to all data, 

software programs and services that it uses in connection with its access to or use of the 

Online Services and the Online Service, and that such activities do not infringe the 

intellectual property or other proprietary rights of any third party. The End User agrees to 

indemnify and hold O2 and Microsoft harmless from and against any and all claims, 

costs, expenses, damages, liabilities and legal fees that O2 and Microsoft may suffer or 

incur as a result of any dispute that may arise, in any way whatsoever, in connection with 

any breach of this Clause. 

6.3. The End User warrants and represents that it shall access and use the services: 

7. O2’s Obligations 

6.3.1. without violating the rights of any third party or purporting to subject Microsoft or 

O2 to any obligations with any third party, and 

6.3.2. solely in a manner that complies with all applicable laws and regulations. 

7.1. O2 will provide the Online Services in accordance with the terms and conditions of this 

Agreement and the relevant Statement of Work, if any. 

7.2. O2 will provide the necessary log in details as are required to enable the End User to 

access and use the Online Services. 

7.3. O2, and not Microsoft or Microsoft’s Affiliates or suppliers, will provide customer support 

services to the End User in relation to all technical support queries up to a level at which 

the issue no longer rests with O2, but concerns Microsoft directly, for the duration of the 

Subscription Period. 

Support information is available at www.O2.ie.

8. Auto-Renewal 

The End User acknowledges that its subscription to the Online Services, subject to the rights of 

termination and suspension in this Agreement, will auto-renew at the end of each billing period. 

Such auto-renewal will take effect unless this Agreement is terminated in accordance with its 

terms and shall include all services to which the End User has subscribed in the relevant billing 

period immediately prior to the auto renewal. 

9. Termination and Suspension 

9.1. The End User may terminate this Agreement by giving written notice to O2, by contacting 

O2 customer care or by availing of any termination option offered in an on-line format. 

Such termination will take effect at the expiration of the billing period during which notice 

of termination is received. 

9.2. On termination or suspension for any reason the provisions of Clause 2.7 shall apply. 

9.3. The End User shall not be entitled to any refund of Subscription Charges for the 

unexpired remainder of the Subscription Period in any circumstances. 

9.4. O2 may terminate this Agreement as follows: 

9.4.1. with immediate effect in the event the End User fails to pay the Subscription 

Charges and/or Professional Charges (if any) by the due date; 

9.4.2. with immediate effect in the event the termination of the Reseller Agreement; 

9.4.3. with immediate effect where there are reasonable grounds to believe that the 

End User is using the services described in this Agreement in a manner which 

is in breach of this Agreement or is illegal or that the End User is misusing 

those services in any way; 

9.4.4. without any reason by providing not less than 30 days prior written notice to the 

End User; 

9.4.5. in accordance with any other termination provisions set out in this Agreement. 

9.5. O2 may suspend or restrict the provision of services under this Agreement in the event 

of: 

9.5.1. the End User failing to pay the Subscription Charges and/or the Professional 

Chares (if any) by the due date and the provisions of Clause 10 shall apply; 

9.5.2. an emergency or if there are reasonable grounds to believe there is a threat or risk 

to the security or integrity of the Online Services or the Online Service; 

9.5.3. breach of this Agreement by the End User; 

9.5.4. in accordance with any other suspension provisions of this Agreement. 

9.6. During a period of suspension the End User will have limited or no access to the Online 

Services except for purposes of retrieving End User Data in accordance with the 

provisions of Clause 10. The End User acknowledges that neither Microsoft nor O2 will 

be liable in any manner whatsoever to the End User where Microsoft or O2 has 

suspended or terminated the End User’s access to and use of the Online Services in 

accordance with the terms of this Agreement.

9.7. The End User shall not be relieved of the obligation to pay the Subscription Charges due 

notwithstanding the suspension or termination of the provision of the services described 

in this Agreement up to the date of termination. 

9.8. Microsoft may terminate or suspend the Online Services if it believes in good faith that 

the End User is misusing the Service, Microsoft may, at Microsoft’s sole discretion, 

terminate or suspend the End Users Subscription and the provisions of Clause 10 shall 

apply. The End User acknowledges that Microsoft will have no liability to the End User in 

connection with terminating or suspending the Online Services. 

9.9. O2 shall endeavour to provide advance notice to the End User of any suspension or 

termination of the services described in this Agreement but shall not be required to do 

so. 

10. Retrieval of End User Data 

10.1. On the termination, suspension or expiration of this Agreement for any reason the 

provisions of clause 2.7 shall apply. Subject to Clause 10.2, the End User shall be fully 

and solely responsible for contacting O2 in the manner described in Clause 2.7. Neither 

O2 nor Microsoft shall be liable to the End User for any cost, claim, loss, liability, 

expense or damage incurred directly or indirectly or any way whatsoever in the event the 

End User data is deleted owing to the failure of the End User to comply with Clause 2.7. 

10.2. In the event the End User engages O2 to provide De-Installation Services O2 will, 

subject to it being engaged to retrieve the End User Data from the Online Service, there 

being sufficient time to do so and the agreement and execution of a Statement of Work, 

retrieve the End User Data from the Online Service as part of the provision of the De- 

Installation, subject always to the terms and conditions of this Agreement and the 

relevant Statement of Work. 

11. Service Levels 

11.1. Service levels for the Online Services are provided by Microsoft and are available at 

www.O2.ie. O2 and Microsoft reserve the right to change service levels at any time by 

posting changes to that website provided always that such changes shall not apply to: 

11.1.1. existing End User orders for the duration of their applicable Subscription; and 

11.1.2. to End User orders received by Microsoft within 60 days of the service level 

change being effective. In the event Microsoft agree to apply a credit (if any) in 

respect of its failure to meet a certain service level O2 shall credit the End User 

in the same amount of credit on its next invoice following the date on which O2 

receives the credit. 

12. Intellectual Property 

12.1. The End User acknowledges that nothing in this Agreement, or elsewhere in this 

commercial arrangement, will be deemed to or require O2 to transfer, assign or license 

any IPR to the End User. 

12.2. The End User will not be entitled to use in the course of trade or otherwise in relation to 

any goods or services of the End User any registered or unregistered trademark, 

logotype or abbreviation of the name of O2 or any part of O2 so that any person might 

reasonably import a connection between those goods or services and O2 or any part of 

O2. 

12.3. The provision of the Online Services to the End User does not grant the End User any 

right, title, interest or license in or to any of Microsoft’s IPR. 

13. Liability

13.1. Subject to Clause 6.2, neither party shall be liable to the other in respect of any matter 

arising out of or in connection with the provision of the services described in this 

Agreement in contract or tort or otherwise for any loss (whether direct or indirect) of 

profit, business, revenue, anticipated savings, goodwill or any loss or corruption of data, 

or for any indirect or consequential loss or damage whatsoever. 

13.2. Subject to Clause 13.1, O2’s aggregate liability of any sort resulting from O2’s 

negligence or otherwise arising in connection with the provision of the Services shall be 

limited in respect of all claims arising to €3,000 or 100% of the Subscription Charges 

paid by the End User in the previous twelve (12) months, whichever is the lesser. 

13.3. Nothing in this Agreement shall exclude or restrict the liability of either party for: 

13.3.1. death or personal injury resulting from that party’s negligence; or 

13.3.2. claims in respect of the Customer’s obligations under clause 6. 

13.4. Nothing in this Agreement shall exclude or restrict the liability of either party in respect of 

any liability which cannot be excluded or restricted by law. 

14. Matters beyond the Parties’ Reasonable Control 

Neither party shall be deemed in default or liable to the other party for any matter whatsoever 

for any delays in performance or from failure to perform or comply with the this Agreement due 

to any cause beyond that party’s reasonable control including, without limitation, acts of God, 

acts of Government or other competent regulatory authority, telecommunications network 

operators, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, 

lock-outs, strikes and other industrial disputes (in each case, whether or not relating to that 

party’s workforce). 

15. Microsoft’s Liability 

Microsoft disclaims, to the fullest extent permitted by law, all warranties by Microsoft and any 

liability by Microsoft or its Affiliates or suppliers for any damages, whether direct, indirect or 

consequential, arising from the sale or use of the Online Services. 

16. Assignment 

16.1. Subject to Clause 2.2, the End User shall not assign or transfer the benefit of this 

Agreement to any third party without the prior written consent of O2, such consent not to 

be unreasonably withheld or delayed. 

16.2. O2 may assign or transfer its obligations under this Agreement to any third party and 

may subcontract the performance of all or part of the same. 

17. Invalidity 

If any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, the 

validity or enforceability of the remaining provisions shall not in any way be affected or 

impaired. In any such circumstances the parties shall negotiate in good faith in order to agree 

the terms of a mutually satisfactory provision, achieving as nearly as possible the same 

commercial effect, to be substituted for the provision which is found to be invalid, illegal or 

unenforceable. 

18. Waiver 

The failure or delay by either party to exercise or enforce any right, power or remedy under this 

commercial arrangement shall not be deemed to operate as a waiver of any such right, power 

or remedy; nor shall any single or partial exercise by any party operate so as to bar the 

exercise or enforcement thereof or of any right, power or remedy on any later occasion.

19. Amendments 

O2 reserves the right to amend this Agreement by notifying the End User of the proposed 

amendment not less than one (1) month prior to the date of implementation of any such 

proposed amendment via direct notification and/or via the O2 website http://www.o2online.ie 

and/or via published announcements in the national press. 

20. Governing Law 

The commercial arrangement, and any issues or disputes of whatever nature arising out of or in 

any way relating to them or this Agreement (whether such disputes are contractual or noncontractual 

in nature, such as claims in tort, for breach of statute or regulation, or otherwise) 

shall be governed by and construed in accordance with the Laws of Ireland and the parties 

submit to the exclusive jurisdiction of the courts of Ireland. 

21. Definitions 

In this Agreement the following definitions shall apply: 

Affiliate means in relation to either O2 or Microsoft, at any time, any other person which 

directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is 

under common control with, that first Party, where "control" has the meaning ascribed to it in 

section 10 of the Taxes Consolidation Act 1997; 

Agreement means these terms and conditions, the End Users Price Plan and Price Plan Rules 

and any O2 policies referred to in these terms and conditions and which shall be deemed to be 

included in this Agreement by reference; 

End User shall have the same meaning as set out in Clause 1.1 of this Agreement; 

End User Data means all information and data inputted to and/or stored by the End User on 

the Online Service; 

End User Documentation means and manuals, instructions, guides or other analogous 

documents regardless of format provided or made available to the End User by either O2 or 

Microsoft from time to time regarding the services described in this Agreement; 

De-Installation Services means the de-provisioning of End User Hardware and associated 

works by O2 as more particularly set out and described in a Statement of Work in consideration 

of the payment by the End User of the Professional Charges; 

Hardware means any hardware, tools, equipment and other tangible property (including laptop 

and, desktop computers, mobile telephony, personal digital assistance devices and data 

network components) and physical IT infrastructure owned or leased by the End User and used 

in connection with services described in this Agreement; 

Installation Services means that provisioning of End User Hardware and associated works by 

O2 as more particularly set out and described in a Statement of Work to facilitate the access 

and use of the Online Services by the End User in consideration of the payment by the End 

User of the Professional Charges; 

IPR means all (i) patents, designs, trade-marks and trade names (whether registered or 

unregistered), copyright and related rights, moral rights, database rights, know-how and 

confidential information; (ii) all other intellectual property rights and similar or equivalent rights 

anywhere in the world which currently exist or are recognised in the future; and (iii) 

applications, extensions and renewals in relation to any such rights; 

Microsoft means Microsoft Ireland Operations Limited of Atrium Building Block A, Carmen Hall 

Road, Sandyford Industrial Park, Dublin 18, Ireland;

Online Service shall means the provision of any of the products described in Clause 2 to the 

End User and any associated services; 

Price Plan means the schedule of charges detailing the cost of the provision of the services 

described in this Agreement to the End User; 

Price Plan Rules means any terms and conditions described in the End User Price Plan; 

Professional Charges means the charges for the Installation or De-Installation Services (if 

any) as agreed between the End User and O2 and set out in the relevant Statement of Work; 

Reseller Agreement means the agreement between Telefónica Soluciones de Informatica y 

Comunicaciones de Espana SA and Microsoft Ireland operations Limited as adopted by 

Telefónica Ireland Limited and Microsoft Ireland Operations Limited. 

Service means the provision of the Product and the ongoing customer service to the End User 

for the duration of the subscription period. 

Statement of Work means the written statement of work agreed between O2 and the End 

User and executed by both of them setting out the scope and extent of any Installation or De- 

Installation Services. 

Subscription Charges means the charges payable by and End User for access to an use of 

the Online Services and the Online Services as set out and described in the End Users Price 

Plan; 

Subscription Period means the period during which O2 shall provide the Online Services and 

the End User permitted to access and Use the Online Service.

Terms and Conditions for Microsoft Office 365 1 ... - O2 Ireland

Create successful ePaper yourself

Delete template?

Save as template?