Microsoft Cloud Solution Provider (CSP) Program Agreement — Rojoli Services, Inc.
Effective Date: 6/1/2026

This Agreement establishes the terms and conditions under which Rojoli Services, Inc. (“Partner”) will deliver Microsoft licensing and related administrative services to the undersigned customer (“Customer”) through Microsoft’s Cloud Solution Provider (“CSP”) and New Commerce Experience (“NCE”) programs. This Agreement does not include technical support, managed IT services, or help desk services unless Customer has executed a separate Managed Services Agreement (“MSA”) with Partner.

1. Definitions

  • “Partner”: Rojoli Services, Inc., an authorized Microsoft CSP indirect provider.
  • “Customer”: The entity or individual identified on the signature page of this Agreement.
  • “CSP Program”: The Microsoft Cloud Solution Provider program, under which Partner is authorized to resell and administer Microsoft cloud products and services.
  • “NCE Program”: Microsoft’s New Commerce Experience — the updated commercial framework governing the purchase, management, and billing of Microsoft cloud subscriptions.
  • “Microsoft Products”: Any Microsoft cloud-based products and services (including but not limited to Microsoft 365, Azure, Dynamics 365, Power Platform, and related add-ons) resold and/or administered under the CSP and/or NCE programs.
  • “Licenses”: The rights granted to Customer to use Microsoft Products under the terms of this Agreement and the Microsoft Customer Agreement.
  • “Microsoft Customer Agreement (MCA)”: The end-user agreement required by Microsoft that Customer must accept prior to provisioning of any Microsoft Products.
  • “Managed Services Agreement (MSA)”: A separate agreement between Partner and Customer governing the provision of technical support, help desk, and managed IT services.

2. Scope of Services

Partner shall provision, manage, and administer Microsoft Products for Customer under the CSP and NCE programs. The services provided under this Agreement are strictly limited to the licensing and administrative functions described below. This Agreement does not constitute a technical support, managed services, or help desk engagement.

2.1 Included Services

  • License Provisioning & Management: Facilitation of license acquisition, assignment, and removal for Microsoft 365 and other Microsoft cloud products.
  • Subscription Administration: Administration of Customer’s Microsoft subscriptions under the NCE and CSP programs, including alignment with Microsoft’s commercial terms and billing cycles.
  • License Changes: Processing of renewals, upgrades, downgrades, and license quantity adjustments in accordance with Microsoft guidelines and NCE timelines.
  • Tenant-Level Administrative Tasks: Assistance with Microsoft tenant-level user access and license allocation tasks as they relate directly to subscription management. This does not include any configuration of applications, security settings, or end-user environments.
  • Microsoft Tech Support Ticket Input: Creating and opening tickets with Microsoft for user and service issues. Limited troubleshooting and support direct from partner.
  • Licensing Updates & Notifications: Ongoing communication regarding changes to Microsoft licensing models, NCE program requirements, and pricing.

2.2 Excluded Services — Not Included in This Agreement

The following services are expressly excluded from this Agreement and are not available to Customer under the CSP Program. These services are only available under a separate Managed Services Agreement:

  • Troubleshooting of any Microsoft 365 applications on user devices (e.g., Outlook, Word, Excel, Teams)
  • Mail flow configuration, malware filtering, spam management, or email deliverability issues
  • Identity and access management beyond license-level changes (e.g., Conditional Access, single sign-on, federation)
  • Security configuration, policy enforcement, or compliance settings within Microsoft 365 (e.g., MFA setup, DLP policies, Defender configuration)
  • Data backups, retention policy management, or data recovery
  • User training, onboarding, or adoption support
  • Integration with third-party systems, applications, or domains
  • Device-level support, including desktops, laptops, mobile devices, or printers
  • Network connectivity issues of any kind
  • Response to or remediation of phishing attacks, ransomware, viruses, or any security incidents
  • Any support request not directly related to license provisioning or subscription administration

Customer acknowledges that requesting excluded services through the CSP support channel does not obligate Partner to provide those services at no charge. Partner reserves the right to decline excluded service requests or to refer Customer to Microsoft support at Partner’s sole discretion.

3. Customer Obligations

  • Customer shall designate at least one internal Microsoft 365 Global Administrator who is responsible for day-to-day administration of the Customer’s Microsoft tenant.
  • Customer shall accept the Microsoft Customer Agreement (MCA) prior to provisioning of any Microsoft Products. Partner cannot provision licenses until MCA acceptance is confirmed.
  • Customer shall provide all credentials, tenant identifiers, and administrative access required by Partner to provision and maintain Microsoft Products.
  • All service requests under this Agreement must be submitted in writing via email to help@rojoli.com. Verbal requests do not constitute an authorization for services.
  • Customer is responsible for utilizing Microsoft’s self-service support resources (Microsoft 365 Admin Center, Microsoft Support Portal) for issues outside the scope of Section 2.1 prior to contacting Partner.
  • Customer shall promptly notify Partner of any changes to authorized contacts, billing information, or license requirements.

4. Subscription Terms and Conditions

  • Commitment Terms: NCE subscriptions may be established as either annual paid upfront or month-to-month (monthly commitment) agreements. The selected commitment term determines Customer’s pricing and flexibility for additions or cancellations.
  • Annual Paid Upfront: Customer commits to a 12-month term with full payment due at the start of the subscription. No cancellations or seat reductions are permitted after the initial 7-day cancellation window. Subscriptions auto-renew for an additional 12 months unless written notice of non-renewal is provided before the renewal date.
  • Month-to-Month: Subscriptions are billed monthly and renew each month unless canceled. Cancellations or seat reductions must occur within 7 days of each monthly renewal to avoid charges for the new month.
  • Cancellation and Reduction Policy: Both subscription types allow cancellation or seat reductions only within 7 calendar days of the initial order or renewal (“cancellation window”). After this window, no reductions or cancellations are permitted until the end of the commitment period.
  • Auto-Renewal: All subscriptions auto-renew for their respective terms unless Customer provides advance written notice of cancellation in accordance with Partner and Microsoft policy.
  • Billing and Proration: Additional licenses added during a subscription term are prorated for the remainder of the commitment period. License removals are only permitted within the 7-day cancellation window and are also prorated.

5. Pricing and Payment Terms

  • Partner shall invoice Customer for licensing and administrative services in accordance with the billing cycle and payment terms defined in this Agreement.
  • Payment is due upon Customer’s receipt of invoice. Failure to pay in full may result in suspension or cancellation of subscriptions or services at Partner’s sole discretion until payment is received in full.
  • Customer is responsible for all charges for licenses and services ordered, regardless of actual usage, throughout any applicable commitment or subscription period.
  • Any changes imposed by Microsoft to CSP or NCE program pricing, or to applicable taxes or surcharges, shall be passed through to Customer with reasonable advance notice.

6. Billable Support Services

Customers who do not have an active Managed Services Agreement (MSA) with Partner may request technical support services on a time-and-materials basis, subject to the following terms:

  • Billable Rate: Support services requested outside the scope of Section 2.1 will be billed at $175.00 per hour, with a minimum billing increment of one (1) hour per request.
  • Pre-Authorization Required: Before Partner performs any billable support, Customer must provide written pre-authorization via email to help@rojoli.com. Partner is not obligated to perform support without prior written approval.
  • Scope of Billable Support: Billable support includes, but is not limited to: application configuration, phishing attack response, virus or ransomware remediation, user desktop or laptop issues, network connectivity issues, mobile device issues, and support for non-Microsoft 365 applications.
  • Microsoft Escalation: Issues that fall within Microsoft’s direct support scope will be escalated to Microsoft support on Customer’s behalf. Partner does not guarantee resolution timelines for issues escalated to Microsoft.
  • Support Hours: Support requests may be submitted via email at help@rojoli.com or by phone at (678) 876-3088 during normal business hours of 8:30 AM – 5:00 PM Eastern Time, Monday through Friday, excluding holidays. Requests received outside business hours will be addressed on the next business day.
  • No SLA: Partner does not guarantee specific response or resolution times for billable or escalated support under this Agreement. Service Level Agreements are only available under a separate Managed Services Agreement.

7. Microsoft Customer Agreement & Program Compliance

  • Customer must accept the Microsoft Customer Agreement (MCA) before Partner can provision any Microsoft Products. Customer may accept the MCA directly at https://aka.ms/customeragreement or through the Partner’s provisioning process.
  • Customer agrees to comply with all applicable Microsoft program policies, acceptable use policies, and product-specific terms as updated by Microsoft from time to time.
  • Partner acts as a reseller under the CSP program and is not responsible for Microsoft’s product availability, uptime, feature changes, or discontinuation of any Microsoft Products.
  • Customer acknowledges that Microsoft may modify its products, pricing, and program terms at any time, and that such changes may affect Customer’s subscriptions. Partner will provide reasonable notice of material changes where possible.

8. Data Privacy and Security

  • Partner may access Customer’s Microsoft tenant solely for the purpose of performing the services described in Section 2.1. Partner shall not access Customer data beyond what is necessary to fulfill its obligations under this Agreement.
  • Customer is solely responsible for the security configuration of its Microsoft tenant, including but not limited to multi-factor authentication, Conditional Access policies, and data loss prevention settings.
  • Partner shall not be liable for any data loss, security breach, or unauthorized access attributable to Customer’s failure to configure or maintain appropriate security settings within its Microsoft environment.
  • Microsoft’s Data Processing Agreement governs Microsoft’s handling of Customer data within Microsoft Products. Partner is not a processor of Customer data under the Microsoft Products.

9. Limitation of Liability

  • Partner shall not be liable for any service outages, data loss, security incidents, or feature changes attributable to Microsoft or third parties.
  • Partner’s aggregate liability under this Agreement shall not exceed the total fees paid by Customer to Partner in the three (3) months preceding the claim.
  • In no event shall Partner be liable for indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement.
  • Customer is solely responsible for maintaining adequate backups of all data stored within Microsoft Products.

10. Term and Termination

  • This Agreement will remain in effect for as long as Customer maintains active Microsoft subscriptions under the CSP and/or NCE programs, unless terminated in accordance with this section.
  • Either party may terminate this Agreement by providing sixty (60) days’ prior written notice, subject to any surviving obligations for payments and minimum commitment periods.
  • Customer may terminate individual subscriptions only as permitted by Microsoft’s NCE policy for the applicable subscription type.
  • Upon termination, Customer remains responsible for all charges incurred through the end of any active commitment period.
  • The terms of Sections 5, 6, 8, 9, and 11 survive termination of this Agreement.

11. General Provisions

  • Governing Law: This Agreement shall be governed by the laws of the State of Georgia, without regard to its conflict of law provisions.
  • Entire Agreement: This Agreement, together with any active Managed Services Agreement and executed order forms, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements.
  • Amendments: This Agreement may only be amended by a written instrument signed by authorized representatives of both parties.
  • Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • Notices: All notices under this Agreement shall be in writing and delivered by email or certified mail to the addresses on the signature page.

12. Signatures

By signing below, both parties agree to the terms and conditions of this Agreement.

ROJOLI SERVICES, INC. (“Partner”)

Signature: _______________________________________

Printed Name: ___________________________________

Title: __________________________________________

Date: ___________________________________________

CUSTOMER

Company Name: ___________________________________

Signature: _______________________________________

Printed Name: ___________________________________

Title: __________________________________________

Date: ___________________________________________

Billing Email: __________________________________

Microsoft Tenant ID: ____________________________