Service Terms for Microsoft 365 by TELUS

Office 365 is a suite of cloud based office productivity applications and services offered by Microsoft Corporation or its affiliates (collectively “Microsoft”) and made available by TELUS to you for access and use on a subscription basis. Services include Exchange Online hosted email for business, additional online storage with OneDrive for Business and Skype for Business web conferencing.

For more information on Microsoft Office 365 applications and services please see:

https://products.office.com/en-ca/business/microsoft-office-365-frequently-asked-questions

If you request, we may provide you with the following services in connection with your Office 365 subscription:

support services, through: the toll free number: 1-866-558-2273, email to [email protected], or TELUS business apps portal at

https://businessapps.telus.com/home

For clarity, support services do not include our remote access to your workstations. Remote access is not part of our standard support services.

For the additional charges set out in the Summary Charges, we will provide you with “value added services” through our subcontractor, AppHelp. Value added services consist of two service packages. You may choose one or the other package of value added services or both packages.

Our value added service packages are:

AppHelp Office 365 Install & Setup AppHelp Office 365 Email Migration If you purchased the “AppHelp Office 365 Install & Setup” value added service package, a AppHelp technician will perform the following activities:

Remote training session with an Office 365 support technician to install, activate and configure a customer’s suite of Office 365 applications Installation of desktop applications Support configuration of Office 365 applications Succession planning for any legacy Office applications Confirm installation success Provide navigation of the Office 365 online portal Provide quick tips on key Office 365 applications Mobile installation guide In-depth reference materials to help continue the Office 365 journey If you purchased the “AppHelp Office 365 Email Migration” value added service package, AppHelp technicians will perform the following activities:

Setup of an Office 365 tenant, migrating domains and moving mail from a customer’s legacy email environment Pre-migration planning to confirm checklist details and define migration needs Migration of mailboxes Domain Change management Perform post-migration testing and confirm migration success with POC Administrator tutorials Seamless and zero downtime migration Remote training session of the Office 365 Admin Centre with an Office 365 technician In-depth reference materials to help continue the Office 365 journey Professional services, which consist of the provision of implementation services of Office 365 subscriptions and may include: design, development, configuration and other services, as described in more detail in a separate statement of work entered into by you and us, if we agree to provide you with professional services. The statement of work will contain the pricing, the schedule, and the terms and conditions applicable to the provision of professional services.

We are a reseller of Office 365 subscriptions. By signing this agreement with TELUS, you are also accepting and agreeing to Microsoft’s cloud agreement. Microsoft’s cloud agreement is available for your review and download at:

https://msdn.microsoft.com/partner-center/agreements

You will at all times comply with Microsoft’s cloud agreement. We may notify Microsoft if you violate any of the terms of this agreement or Microsoft’s cloud agreement.

All Office 365 subscriptions will remain in effect for the service period described in the Your Services & Summary Charges section of this agreement. Unless otherwise specified in the Your Services & Summary Charges section, the service period of all Office 365 subscriptions is one year starting on the date you activate your subscription.

You may cancel the services at any time however the cancellation would be effective at the end of the service period. If we do not receive the cancellation notice from you at least 60 (sixty) days prior to the end of your current service period we will automatically renew all your Office 365 subscriptions for another service period of equal duration to the current service period.

You may cancel the services by:

a. emailing us at: [email protected], b. contacting your Account Manager, or c. through the TELUS business apps portal at:

https://businessapps.telus.com/home

You must identify in your cancellation notice the Office 365 subscriptions that you want to cancel.

Microsoft may suspend, discontinue or cancel your subscription or the provision Office 365 pursuant to Microsoft’s cloud agreement. We are not responsible for Microsoft’s suspension, discontinuance or cancellation of your subscription or the provision of Office 365.

We may also suspend, discontinue or cancel your Office 365 subscriptions at any time if: a. Microsoft has:

given notice to us that it will discontinue Office 365, or has requested that we terminate yours or all Office 365 subscriptions, b. we are no longer a reseller of Office 365 subscriptions, or c. you have materially breached any of the provisions of this agreement or Microsoft’s cloud agreement and has failed to cure such breach within thirty (30) days after receipt of a notice from us about your breach.

If we are no longer a reseller of Office 365 subscriptions, either we or Microsoft will provide you with notice thereof and will continue to provide you with the services for the shorter of twelve (12) months or the remaining months of your current service period.

Service Cancellation Charges

If you cancel the services or if Microsoft cancel because of your material breach of this agreement or Microsoft’s cloud agreement, you will pay:

a. all of the monthly recurring service charges until the end of the current service period if we received your notice of cancellation at least sixty (60) days prior to the end of your current service period, or b. all of the monthly recurring service charges of the current service period and the renewal service period if we received your notice of cancellation less than sixty (60) days prior to the end of your current service period.

Particulars of service level agreements for Office 365 are set out in Microsoft’s cloud agreement located at

https://msdn.microsoft.com/partner-center/agreements

.

In order to be eligible to receive a credit based on the service level agreement, you must request the credit from us within thirty (30) days after the date of the event giving rise to the credit. We are not responsible for Microsoft’s failure to meet service level agreements. We will only pay credits to you to the extent in which we have received such credits from Microsoft.

Your Office 365 subscription offer and pricing is outlined in Your Services & Summary Charges table. Our Subscription offers are:

Office 365 Business Essentials Office 365 Business Premium Office 365 Enterprise E1 Office 365 Enterprise E3 A description of the features and rates of each subscription category is available at: www.telus.com/busappservicetermspricingO365. You may order new seats through the following portal:

https://businessapps.telus.com/home

. All online orders are irrevocable and binding. All Office 365 subscriptions are not refundable.

Your monthly bill will include the license charges for your subscription and the charges for any other services you have ordered. Your monthly bill will also include all government charges and applicable taxes related to your subscription and services. The provision of support services is included in the monthly recurring charge for your Office 365 subscription. The charges for professional services will be negotiated and agreed to between us in a separate statement of work.

The charges for Office 365 subscriptions will be identified as a separate line item in your monthly bill for your wireless services or Business Connect services, as applicable.

Microsoft may at any time modify Office 365 or a portion thereof, including, without limitation, additions, changes or removal of functionalities of Office 365 or the release of new versions of Office 365.

We may at any time change the terms of this agreement, except for the pricing for those Office 365 subscriptions which you have purchased prior to the effective date of the change, which we will not change during the remainder of the current service period without your consent. Before we make any changes, other than changes to the pricing for of the subscriptions, we will give you at least thirty (30) days’ prior written notice by bill message, email or other means of communication. The notice will include a copy of the new service term or of the new and former versions of a modified service term and the date that the change will occur. We will provide notice of changes to the pricing of the services by posting the new pricing at www.telus.com/busappservicetermspricingO365 as well as a bill message, email or other means of communication.

In addition to your other obligations in this agreement, you are solely and exclusively responsible for:

a. complying, and causing users of your account to comply, with:

all applicable laws, this agreement, TELUS’ acceptable use policy, available at www.telus.com/aup, and Microsoft’s cloud agreement, b. orders made through your account using our online portal:

https://businessapps.telus.com/home

, c. having the appropriate level of knowledge on Internet programming languages, protocols and software as necessary for your use of your Office 365 subscription. In our provision of customer support to you, we will assume that you are able to correctly:

configure DNS settings, MX records, domain hosting details, and mail routing details, configure security settings through the internet browser or within the settings of the application, set up mobile devices with applications, and configure network or internet protocols which may include any VPN or security settings, d. your internet connection to Office 365. We do not provide you with connectivity to Office 365 as part of your subscription. If we offer connectivity services in your area, we may sell connectivity services to you under other service terms under this agreement, if applicable, or through another agreement with you, e. creating frequent and regular backups of your content and data, f. your activities and the activities of anyone who uses your Office 365 subscription. To prevent unauthorized use, you must maintain the confidentiality of the login names, passwords and other identification methods that you use to access your account and take appropriate measures, including the use of current anti-virus software, firewalls, and other software and hardware to protect your devices, computers and systems, g. the security, confidentiality and privacy of your internet connection, devices, computers, equipment and software used to access or used in connection with Office 365, h. preventing all users of your Office 365 subscription from gaining or allowing access to any data, files, programs, systems or otherwise to which the users are not legally entitled to access, i. all content and other data that you (or anyone who uses your Office 365 subscription) upload, download or otherwise use with Office 365 and for:

the compliance of such content and data with all applicable laws, and ensuring that such content or data do not violate, infringe or misappropriate intellectual property rights of any person, j. immediately advising us if you suspect that your Office 365 subscription has been used for:

any activity prohibited by this agreement or Microsoft’s cloud agreement, or any illegal activity, and you will cooperate and assist us in our efforts to stop such prohibited or illegal activities, and k. within five (5) days after the suspension, cancellation or expiration of your subscription, transfer all of your content and data from Office 365 to your own computers. If you fail to do so within this period, you may lose all or part of your content and data since Microsoft may proceed to the deletion of your content and data from its systems.

You may only use your Office 365 subscription for your own individual use and the use of the organization you represent and in compliance with the law. You will not:

a. gain or allow access to any data, files, programs, devices, computers, systems or otherwise to which you are not legally entitled to access, b. reverse engineer Office 365 or any of its components or create a substitute or similar service through use of, or access to, Office 365, and c. resell your subscription or receive any fee or benefit for the use of, or access to your subscription from a third party.

If we or Microsoft reasonably believe that the services may infringe a third party's intellectual property rights, then we or Microsoft, as applicable, will: (a) obtain the right for you, at our or Microsoft’s expense, to continue using the service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the service so it no longer infringes. If we or Microsoft do not believe the foregoing options are commercially reasonable, then we or Microsoft may suspend or terminate your use of the service.

We will fulfil our obligations under these Service Terms in accordance with our privacy commitment, which is available for your review at: www.telus.com/privacy. You hereby consent to your personal information being sent out Canada in connection with your use of the services and you consent to our sharing of your personal information with Microsoft, our affiliates, agents and subcontractors for the purposes of this agreement.