These Terms and Conditions of Business apply to the supply of software licences, implementation services, support services, managed services, consulting, training and related professional services by d365.Global to its customers. Together with any signed proposal, quotation, statement of work, order form or subscription schedule, these terms form the agreement between d365.Global and the customer.

These terms are intended for business-to-business engagements. They should be reviewed by legal counsel before formal adoption or issue to customers.

Agreement means these Terms and Conditions together with any applicable proposal, quotation, statement of work, order form, subscription schedule or other document expressly incorporated by reference.

Customer means the organisation purchasing licences, services or support from d365.Global.

Licences means subscription rights, user rights, application rights or access rights to Microsoft Dynamics 365-based applications, d365.Global applications, third-party software, portals, integrations or related software services supplied or facilitated by d365.Global.

Implementation Services means project services including discovery, design, configuration, customisation, integration, migration, testing, training, deployment, project management and go-live assistance.

Hyper Care Support means the intensive post-go-live support period specified in the relevant statement of work or proposal, intended to assist the Customer immediately following production deployment.

d365.Global will provide the licences, implementation services, support services and related deliverables described in the applicable proposal, quotation, statement of work or order form. Any services, assumptions, dependencies, exclusions, milestones, acceptance criteria, timelines and fees will be set out in the applicable commercial document.

Unless expressly stated otherwise, all services are provided on a professional services basis and not on a fixed outcome guarantee. d365.Global will perform the services with reasonable skill, care and diligence consistent with industry practice.

Licences are supplied for the subscription term, user count, application scope, tenant, entity or environment specified in the applicable order form or quotation. Unless otherwise agreed in writing, licences are non-exclusive, non-transferable, non-sublicensable and limited to the Customer’s internal business purposes.

The Customer must comply with any applicable Microsoft, third-party vendor, marketplace, subscription, data hosting, security, acceptable use and software licence terms. Where third-party licences or Microsoft licences are procured, made available or administered by d365.Global, those licences remain subject to the relevant third-party terms.

Implementation Services will be delivered in accordance with the agreed project scope, project plan, milestones, roles and responsibilities, assumptions and dependencies. The Customer must provide timely access to personnel, systems, data, subject matter experts, approvals and decisions required for d365.Global to perform the services.

If the Customer delays approvals, access, data cleansing, testing, decision-making or the completion of agreed responsibilities, d365.Global may adjust project timelines, reschedule resources and charge for additional effort, standby time or rework at the applicable rates.

Licence Fees. Unless otherwise agreed in writing, all licence fees are payable annually in advance. Licence fees must be paid before access is provisioned or renewed. Licence fees are non-refundable except to the extent required by law or expressly stated in the applicable order form.

Implementation Services Fees. Implementation services are payable according to the project milestones, billing schedule or payment plan set out in the applicable proposal or statement of work. Milestone invoices may be issued upon commencement, completion of specified deliverables, acceptance of agreed stages, go-live, or other stated billing events.

Support Services Fees. Unless otherwise agreed in writing, annual support services are invoiced and payable annually upon completion of the go-live Hyper Care Support period. The annual support term will commence at the end of Hyper Care Support unless a different commencement date is specified in the applicable support schedule.

Invoices and Due Date. Unless a proposal, quotation or statement of work specifies different payment timing, invoices are payable within fourteen (14) days of the invoice date. All fees are exclusive of taxes, duties, levies, withholding taxes, bank charges and similar amounts, which are payable by the Customer in addition to the stated fees.

Late Payment and Suspension. If any amount is overdue, d365.Global may charge interest on overdue amounts, recover reasonable collection costs, suspend access to licences or services, withhold deliverables, pause project work or require payment in advance for future services. Suspension does not relieve the Customer of its payment obligations.

Support services will be provided in accordance with the applicable support plan, service level description or support schedule. Support may include incident triage, functional assistance, issue investigation, configuration guidance, maintenance advice, managed service activities and escalation coordination.

Support services do not include new implementation work, major enhancements, custom development, data migration, remediation of Customer-created issues, third-party product defects, Microsoft platform outages, or work outside the agreed support scope unless separately agreed and charged.

Any change to scope, deliverables, integrations, assumptions, timelines, acceptance criteria, environments, data migration requirements or support coverage must be documented and approved through a written change request. d365.Global may charge for scoping, estimating and delivering approved changes.

The Customer is responsible for ensuring that its business requirements are accurate and complete, that its data is cleansed and made available in the required format, that users participate in workshops and testing, and that appropriate internal approvals, resources and governance are in place.

The Customer is responsible for the accuracy, legality and quality of its data, the configuration decisions it approves, the actions of its users, and compliance with its own regulatory, privacy, accounting, employment, industry and professional obligations.

Where acceptance testing applies, the Customer must test deliverables within the agreed review period and notify d365.Global of any material non-conformity against the agreed acceptance criteria. If the Customer does not provide written notice within the review period, uses the deliverable in production, or otherwise accepts the deliverable, the deliverable will be deemed accepted.

d365.Global and its licensors retain all rights, title and interest in their pre-existing intellectual property, software, products, methodologies, templates, accelerators, know-how, documentation, configuration patterns and reusable materials. The Customer retains ownership of its Customer data and pre-existing materials.

Unless expressly assigned in writing, any customisations, scripts, workflows, integrations or deliverables created by d365.Global are licensed to the Customer for use with the relevant solution and for the Customer’s internal business purposes, subject to payment of all applicable fees.

Each party must protect the other party’s confidential information and use it only for the purposes of the Agreement. Confidential information includes business information, technical information, pricing, product plans, security information, data, documentation and information disclosed in workshops, systems or project communications.

d365.Global will use reasonable administrative, technical and organisational measures designed to protect Customer data accessed during the performance of services. The Customer remains responsible for determining its privacy, data residency, retention, consent, access control and regulatory obligations.

d365.Global warrants that it will perform services with reasonable skill and care. Except as expressly stated in the Agreement, all warranties, representations, conditions and guarantees are excluded to the maximum extent permitted by law. d365.Global does not warrant that any licence, service, platform, integration or deliverable will be uninterrupted, error-free, compatible with all systems, or meet requirements not expressly documented in the Agreement.

To the maximum extent permitted by law, d365.Global will not be liable for indirect, consequential, special, punitive or exemplary loss, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of anticipated savings, business interruption or loss or corruption of data.

Subject to any liability that cannot lawfully be excluded, d365.Global’s aggregate liability arising out of or in connection with the Agreement is limited to the fees paid by the Customer to d365.Global for the affected licences or services in the twelve (12) months preceding the event giving rise to the claim.

Either party may terminate an agreement or statement of work if the other party commits a material breach and fails to remedy that breach within a reasonable written notice period. d365.Global may terminate or suspend services immediately for non-payment, misuse of licences, unlawful activity, security risk, insolvency or conduct that materially increases risk.

Termination does not affect accrued rights or payment obligations. Fees for licences already provisioned, milestone services performed, support services commenced, expenses incurred and approved change requests remain payable.

The Customer may not assign the Agreement without the prior written consent of d365.Global. d365.Global may subcontract or use affiliates, contractors and specialist providers to perform services but remains responsible for the services it is contracted to provide.

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including cloud platform outages, telecommunications failures, cyber incidents, supplier failures, natural disasters, industrial action, government action or other force majeure events.

The Agreement is governed by the laws specified in the applicable proposal, statement of work or order form. If no governing law is specified, the parties should nominate the governing law and jurisdiction before execution.

If there is any inconsistency between documents, the following order of precedence applies unless expressly stated otherwise: first, any signed master services agreement; second, the applicable statement of work or order form; third, the applicable quotation or proposal; fourth, these Terms and Conditions; and fifth, any referenced policies, product terms or third-party vendor terms.