Dead Simple 365 Terms of Service

Version 0.1 (draft), 12 June 2026.

These terms govern the purchase and use of Microsoft 365 subscriptions and related services from Dead Simple 365, a trading name of Dead Simple Computing Ltd. By placing an order you agree to these terms on behalf of the business you represent.

1. Who we are

1.1 Dead Simple 365 is operated by Dead Simple Computing Ltd, a company registered in England and Wales (company number 11670139, registered office [REGISTERED OFFICE ADDRESS]). In these terms, "we", "us" and "our" mean Dead Simple Computing Ltd.

1.2 We act as a Microsoft indirect reseller. We transact through Giacom, a Microsoft indirect provider, under the Microsoft Cloud Solution Provider (CSP) programme and the Microsoft New Commerce Experience (NCE). The subscription terms in this document mirror the NCE rules that apply to us, and we cannot vary them.

1.3 "You" and "Customer" mean the business entity named on the order.

2. Business customers only

2.1 We sell to businesses only. We do not sell to consumers.

2.2 By placing an order you declare and warrant that you are acting in the course of a business, trade, craft or profession, and not as a consumer, and that the person placing the order is authorised to bind the Customer.

2.3 We may verify your business status, including by checking your Companies House registration, and we may cancel any order, before provisioning and with a full refund, where we reasonably believe the buyer is a consumer or the declaration in clause 2.2 is untrue.

2.4 Because this is a business to business contract, statutory consumer protections, including consumer cancellation and cooling off rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and remedies under the Consumer Rights Act 2015, do not apply, and are excluded to the fullest extent permitted by law. The only cancellation rights you have are those set out in these terms.

3. The Microsoft Customer Agreement

3.1 Microsoft requires every customer of Microsoft 365 services to accept the Microsoft Customer Agreement (MCA) directly with Microsoft. You must accept the current version of the MCA before we can provision any subscription.

3.2 You accept the MCA during checkout. We record the full name and email address of the person accepting, the date and time of acceptance, the IP address from which acceptance was given, and the version of the MCA accepted. We retain this record and provide it to Microsoft or Giacom on request, as the CSP programme requires.

3.3 The MCA is a separate agreement between you and Microsoft. It governs your use of the Microsoft services themselves. These terms govern your commercial relationship with us. If the MCA and these terms conflict regarding your use of Microsoft services, the MCA prevails.

3.4 If the person who accepted the MCA leaves your organisation or their details change, you must notify us so a current authorised person can reaccept where Microsoft requires it.

4. Your Microsoft tenant

4.1 Subscriptions are provisioned into a Microsoft tenant that belongs to you. You are the owner and administrator of your tenant. We do not own, control or hold administrative rights over your tenant unless you separately and explicitly grant us delegated access for a support service.

4.2 This differs from some resellers who provision licences into a tenant the reseller controls. With us, your tenant, your data and your domain configuration remain yours at all times, including after termination.

4.3 If you do not yet have a tenant, we will create one in your name during provisioning, with you as the owner.

5. Orders and provisioning

5.1 Your order is an offer to buy. A contract forms when we confirm the order by email after payment (for annual upfront subscriptions, after cleared funds) and any verification checks.

5.2 We provision subscriptions promptly after the contract forms. Where fulfilment is manual, we aim to provision within one business day. Provisioning times are estimates, not guarantees.

5.3 We may decline or cancel an order before provisioning for any lawful reason, including failed verification, suspected fraud, or pricing errors, and will refund any payment taken for an order we decline.

6. Subscription types and terms

We sell two subscription types. The type, term, seat count and price are stated at checkout and in your order confirmation.

6.1 Annual subscriptions, paid upfront

(a) The term is 12 months from provisioning.

(b) The full annual price is payable in advance. We do not provision until we have received cleared funds.

(c) The per seat price is locked for the term.

(d) Annual subscriptions renew at the end of the term as described in clause 9.

6.2 Monthly flexible subscriptions

(a) The term is one month, renewing automatically each month.

(b) You must keep a valid payment card on file. We charge the card automatically at each monthly renewal.

(c) At each monthly renewal you may cancel the subscription, reduce or increase the seat count, or let it continue unchanged. Changes take effect from the renewal date.

(d) Monthly flexible pricing is higher than annual pricing, reflecting the flexibility.

7. The cancellation window (this clause mirrors Microsoft NCE rules exactly)

7.1 You may cancel a subscription, or reduce its seat count, within 7 calendar days of the purchase date or of a renewal date. If you cancel within this window you receive a prorated refund for the unused portion of the term. If you reduce seats within this window you receive a prorated refund for the removed seats.

7.2 After the 7 calendar day window closes, for annual subscriptions:

(a) no cancellation is possible until the end of the term;

(b) no refund is payable, in whole or in part;

(c) the seat count cannot be reduced until renewal;

(d) you remain liable for the full annual price even if you stop using the services.

7.3 These restrictions exist because Microsoft's NCE programme imposes identical restrictions on us. We cannot refund or release sums that Microsoft and Giacom will not refund or release to us. We will not make exceptions, and any indication otherwise by any person is not binding on us unless confirmed in writing by a director of Dead Simple Computing Ltd.

7.4 The 7 calendar day window runs from the date and time of provisioning (for new purchases) or the renewal date and time (for renewals), and includes weekends and public holidays.

8. Changing your subscription

8.1 Seat increases. You may add seats to any subscription at any time. Added seats are charged at the then current price for your subscription, prorated to align with your existing term, and are coterminous with it. Added seats are themselves subject to a 7 calendar day cancellation window from the date they are added, as clause 7 describes.

8.2 Seat decreases. Seats may only be reduced (a) within the 7 calendar day window described in clause 7, or (b) at renewal, by instructing us before the renewal date. Seats cannot be reduced mid term on an annual subscription. Monthly flexible seats may be reduced at each monthly renewal.

8.3 Upgrades. You may upgrade a subscription to a higher edition (for example Business Standard to Business Premium) at any time during the term. On upgrade, the remaining value of the old subscription is credited or prorated in line with the Microsoft NCE upgrade mechanism, and you pay the difference for the remainder of the term. Downgrades to a lower edition are not available mid term and may only be made at renewal.

8.4 All change requests must be made through your customer account or in writing to us. Changes take effect when we confirm them.

9. Renewal

9.1 Subscriptions renew automatically at the end of each term (annually for annual subscriptions, monthly for monthly flexible subscriptions) unless you cancel with effect from the renewal date.

9.2 To stop an annual subscription renewing, you must instruct us through your customer account or in writing, and the instruction must reach us before the renewal date. We send renewal reminders in advance of annual renewals, but the responsibility to cancel in time is yours.

9.3 A renewal starts a new term on the terms then in force, including any revised pricing notified under clause 10, and opens a new 7 calendar day cancellation window under clause 7.

10. Prices, VAT and price changes

10.1 All prices are stated exclusive of VAT. VAT is added at the prevailing rate at checkout and on invoices.

10.2 The price for a subscription is fixed for its current term.

10.3 Prices may change at renewal. This includes changes caused by Microsoft or Giacom repricing. Where the price for your subscription will increase at renewal, we will give you advance notice by email before the renewal date, in any event no less than 30 days before an annual renewal, so you can cancel the renewal under clause 9.2 if you do not accept the new price.

10.4 Promotional prices apply only for the period stated in the promotion. Unless the promotion states otherwise, subscriptions bought at a promotional price renew at the then current standard price.

10.5 If a price shown on the site is obviously wrong, we are not obliged to honour it, and clause 5.3 applies.

11. Payment, failed payments and dunning

11.1 Payments are processed by Stripe. By providing a payment card you authorise us, through Stripe, to charge it for the amounts due under your subscriptions, including renewal charges and prorated charges for seat additions and upgrades.

11.2 Annual upfront subscriptions. Payment in full is required before provisioning. No service is provisioned on credit.

11.3 Monthly flexible subscriptions, failed payments. If a monthly renewal charge fails:

(a) we retry the charge on day 1, day 3 and day 5 after the failed charge, and notify you by email at each attempt so you can update your card;

(b) if payment has still not been collected by day 7, we may suspend the services under the subscription;

(c) if payment is not collected by the end of the current monthly period, the subscription is cancelled at the end of that period;

(d) you remain liable for the charge for the current month, including where the services have been suspended under (b), and we may recover it together with our reasonable costs of collection.

11.4 Suspension under clause 11.3 does not end the subscription or relieve you of payment obligations. We restore suspended services promptly once outstanding amounts are paid, where the subscription has not yet been cancelled.

11.5 We may carry out fraud and payment integrity checks, including through Stripe Radar and manual review, and may delay provisioning while checks complete.

12. Our service to you

12.1 We resell Microsoft 365 subscriptions and provide the ordering, provisioning, billing and first line account support described on our site. The Microsoft services themselves are provided by Microsoft under the MCA, and their availability, features and service levels are as Microsoft publishes them. We do not warrant Microsoft's services beyond passing through such rights as the CSP programme gives us.

12.2 Paid additional services (such as migrations, support plans, licence audits or backup) are subject to the separate terms or statements of work under which they are sold.

12.3 We will provide our services with reasonable skill and care.

13. Your responsibilities

13.1 You are responsible for: administering your tenant and its users; keeping your account credentials secure; the accuracy of the information you give us (including your business status, contact details and seat requirements); your compliance with the MCA and Microsoft's acceptable use requirements; and backing up your data unless you have purchased a backup service from us.

13.2 You must keep your billing contact email address current. Notices we send to the billing contact on file are validly given.

14. Suspension and termination

14.1 We may suspend services where: payment is overdue (clause 11); Microsoft or Giacom suspends the underlying subscription; we are required to by law; or we reasonably believe the services are being used fraudulently or in breach of the MCA.

14.2 Either party may terminate the contract immediately by written notice if the other commits a material breach which is not remedied within 14 days of notice, or becomes insolvent.

14.3 Termination of the contract does not, by itself, entitle you to a refund for any annual subscription outside the 7 calendar day window. Clause 7 applies.

14.4 Effect of termination. On termination or expiry of our relationship: we release the reseller relationship over your tenant; your tenant, your data and your domain remain yours; your subscriptions remain active until the end of their paid term and the licences expire at term end unless transferred to another Microsoft partner or renewed elsewhere. We will reasonably cooperate with a transfer of your subscriptions to another CSP partner where Microsoft's programme rules permit it.

15. Liability

15.1 Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

15.2 Subject to clause 15.1, we are not liable for: loss of profits, revenue, anticipated savings, business, goodwill or data; or any indirect or consequential loss.

15.3 Subject to clause 15.1, our total aggregate liability arising out of or in connection with the contract, however arising, is limited to the amounts you paid us under the affected subscription in the 12 months before the event giving rise to the claim.

15.4 We are not liable for failures, outages, changes or discontinuation of the Microsoft services themselves, or for acts or omissions of Microsoft or Giacom, except to the extent we can recover for them under the CSP programme and pass that recovery to you.

15.5 You acknowledge that you have not relied on any statement or representation not set out in these terms.

16. Data protection

16.1 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018. Our Privacy Policy describes how we process personal data in connection with these services.

16.2 For your tenant data, you are the controller and Microsoft processes it under the MCA and Microsoft's data protection terms. We do not access the content of your tenant unless you grant us delegated access for a support service, in which case separate terms apply.

17. General

17.1 Changes to these terms. We may update these terms. The version in force when a subscription is purchased or renewed applies to that term. Material changes will be notified by email and take effect at your next renewal.

17.2 Assignment. You may not assign the contract without our written consent (not to be unreasonably withheld). We may assign to a member of our group or a purchaser of our business.

17.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

17.4 Entire agreement. These terms, the order confirmation and our Privacy Policy form the entire agreement between us regarding the subscriptions, alongside the MCA between you and Microsoft.

17.5 Severance and waiver. If any clause is found unenforceable, the rest remain in force. A failure to enforce a right is not a waiver of it.

17.6 Third party rights. No one other than the parties has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these terms.

17.7 Notices. Notices to us must be sent to [LEGAL NOTICES EMAIL ADDRESS] or our registered office. Notices to you may be sent to the billing contact email on file.

18. Governing law and jurisdiction

18.1 These terms, and any dispute or claim arising out of or in connection with them (including non contractual disputes or claims), are governed by the law of England and Wales.

18.2 The courts of England and Wales have exclusive jurisdiction over any such dispute or claim.