Dead Simple 365 Terms of Service

Version 0.2 (draft), 22 September 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 Unit 6 60 Portman Road, Reading, Berkshire, United Kingdom, RG30 1EA). In these terms, "we", "us" and "our" mean Dead Simple Computing Ltd.

1.2 We act as a Microsoft indirect reseller and transact through Giacom under the Microsoft Cloud Solution Provider (CSP) programme. Product availability, commitment periods and permitted changes depend on the applicable Microsoft offer. Your written quote identifies the products and commercial terms offered to you.

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 Before placing an order with Giacom, we confirm your MCA acceptance. This may be direct acceptance in the Microsoft admin centre or an acceptance record handled with Giacom. Where acceptance is collected through our site, we record the accepting person's name and email address, acceptance time, IP address and agreement version. A quote request or tenant connection does not itself accept the MCA or place an order. See Microsoft's customer agreement process.

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 Your tenant, your data and your domain configuration remain yours, including after termination. Access to paid Microsoft services still depends on maintaining the required subscriptions.

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

Quote requests. The website quote builder saves an enquiry and sends it to our team for review. Website estimates and acknowledgement emails are not an accepted order, payment request or commitment to provision licences. We confirm the exact product, quantity, price excluding VAT, commitment term, billing frequency and any prerequisites in a written quote. Licences can be supplied without a managed IT service. We fulfil accepted orders through Giacom after the required checks and payment arrangements.

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 offer annual commitment paid upfront or monthly commitment paid monthly. We do not offer annual commitments paid in monthly instalments. Availability depends on the product and is confirmed in your written quote and 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) The payment method and due dates are stated in your written quote and order confirmation. Automatic card collection applies only if it has been separately agreed and set up.

(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 for NCE licence subscriptions

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 Microsoft's cancellation rules depend on the product and transaction. A partial upgrade does not create a fresh cancellation window for the original commitment. Azure consumption, reservations, software and Marketplace products can have different rules; we confirm the applicable terms in their quote. See Microsoft's NCE cancellation policy.

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. Where Microsoft permits an upgrade path, we confirm its price, effective date and treatment of the existing commitment before applying it. Not every edition or subscription can be upgraded mid term. A move to a lower edition normally requires a renewal change, subject to the applicable offer.

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 Written quotes identify prices excluding VAT and any VAT payable. Website prices are labelled to show whether they exclude or include VAT. VAT is added at the applicable rate on invoices.

10.2 The quoted licence price is fixed for its agreed commitment term. Variable usage charges, including Azure consumption, are calculated on the agreed billing basis and are not included in fixed licence totals unless the quote expressly says so.

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 Payment instructions and due dates are provided with your accepted quote or invoice. Submitting the quote builder does not authorise a payment. If card payments through Stripe are offered and agreed separately, the authorisation shown when you provide your card applies to those payments.

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

11.3 Overdue payments. We will contact the billing address on file if payment is overdue. We may suspend services or prevent renewal where the applicable supplier terms permit it, and will confirm the action taken. A failed payment does not itself cancel the Microsoft subscription. You remain liable for charges under your agreed commitment, including during a suspension.

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.

12.4 The connected free licence review reads available and assigned licence quantities and identifies unassigned seats. It does not measure user activity, inspect invoices or perform a security audit. Estimates based on catalogue prices are indicative and do not establish a saving on your actual contract. A further licence, security or operational review requires an agreed scope and suitable evidence. Connecting a tenant grants only the permissions shown in the consent process; it does not authorise us to make changes.

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 [email protected] 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.