End-User License Agreement
for Microsoft Dynamics 365 Business Central Extensions
Version: [1.0]
Effective date: 01/05/2026
Publisher: Simply BC Limited
Registered address: Llwynffynnon, Harford, Llanwrda, Carmarthenshire, United Kingdom, SA19 8DT
Company number: 16040211
Contact email: appsupport@simplybc.com
Website: www.simplybc.com
This End-User License Agreement, including any documents incorporated by reference, is a legal agreement between [Publisher legal name] (“Publisher”, “we”, “us”, or “our”) and the person or organisation that installs, accesses, enables, trials, subscribes to, or uses the Extension (“Customer”, “you”, or “your”).
This EULA applies to the Microsoft Dynamics 365 Business Central extension, app, module, package, configuration, connector, add-on, update, documentation, and related materials made available by Publisher through Microsoft AppSource, Microsoft Marketplace, Microsoft Partner Center, direct deployment, or any other approved distribution method (the “Extension”).
By installing, enabling, accessing, subscribing to, or using the Extension, you agree to be bound by this EULA. If you are accepting this EULA on behalf of an organisation, you represent that you have authority to bind that organisation.
1. Relationship with Microsoft
1.1. The Extension is published for use with Microsoft Dynamics 365 Business Central. Microsoft Corporation and its affiliates (“Microsoft”) are not parties to this EULA.
1.2. Your use of Microsoft Dynamics 365 Business Central, Microsoft AppSource, Microsoft Marketplace, Microsoft Azure, Microsoft 365, Microsoft Entra ID, or any other Microsoft product or service remains governed by your separate agreements with Microsoft.
1.3. Publisher, not Microsoft, is solely responsible for the Extension, including its functionality, support, documentation, maintenance, warranties, and claims relating to the Extension, except to the extent Microsoft is responsible under your separate agreement with Microsoft.
1.4. Nothing in this EULA grants you any rights in Microsoft software, services, trademarks, systems, documentation, or intellectual property.
2. Definitions
In this EULA:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Business Central Environment” means a Microsoft Dynamics 365 Business Central production, sandbox, test, development, or trial environment.
“Customer Data” means data, records, transactions, files, configuration, metadata, personal data, business data, or other content entered into, processed by, stored in, generated from, or accessed through the Extension by or on behalf of Customer.
“Documentation” means the published help pages, release notes, user guides, technical materials, setup instructions, support articles, and online descriptions provided by Publisher for the Extension.
“Extension” means the Business Central extension identified above, including any updates, patches, upgrades, modifications, templates, sample data, reports, objects, codeunits, pages, APIs, integrations, connectors, configuration packages, scripts, documentation, or related materials supplied by Publisher.
“Fees” means the licence, subscription, support, maintenance, usage, implementation, or other fees payable for the Extension.
“Order” means an AppSource/Marketplace purchase, Publisher quote, statement of work, order form, subscription confirmation, reseller order, or other written commercial agreement under which Customer obtains rights to use the Extension.
“Permitted Users” means Customer’s employees, contractors, consultants, agents, and authorised third-party service providers who are permitted by Customer to use the Extension for Customer’s internal business purposes.
“Third-Party Services” means services, platforms, APIs, websites, applications, add-ons, or systems not owned or controlled by Publisher, including Microsoft services and any external systems integrated with the Extension.
3. Licence Grant
3.1. Subject to Customer’s compliance with this EULA, the applicable Order, and payment of all Fees, Publisher grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install, access, and use the Extension solely:
a. with Microsoft Dynamics 365 Business Central;
b. for Customer’s internal business operations;
c. for the number of tenants, environments, companies, users, transactions, records, integrations, or other licence metrics specified in the applicable Order; and
d. during the applicable subscription or licence term.
3.2. The licence includes use by Permitted Users, provided Customer remains responsible for their acts and omissions.
3.3. Unless expressly stated otherwise in the applicable Order, this EULA does not grant Customer any right to:
a. use the Extension for the benefit of third parties;
b. provide bureau, outsourcing, managed service, hosting, white-label, or service-provider services using the Extension;
c. distribute, resell, lease, rent, lend, sublicense, or otherwise make the Extension available to any third party;
d. use the Extension outside Customer’s own Business Central tenant or environment; or
e. use the Extension in breach of Microsoft’s terms, AppSource/Marketplace rules, or applicable law.
4. Trial, Evaluation, and Preview Use
4.1. If Publisher makes the Extension available for trial, evaluation, demonstration, pilot, preview, beta, or proof-of-concept use, Customer may use the Extension only for non-production evaluation unless Publisher agrees otherwise in writing.
4.2. Trial, preview, beta, and evaluation versions may be time-limited, feature-limited, unsupported, incomplete, subject to change, or withdrawn at any time.
4.3. Publisher may suspend or terminate trial access without notice where the trial expires, is misused, or is used in a production or commercial manner not authorised by Publisher.
4.4. Trial, preview, beta, and evaluation versions are provided “as is” and without any service level commitment.
5. Licence Restrictions
Customer must not, and must not permit any third party to:
a. copy the Extension except as necessary for permitted installation and use;
b. modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to derive source code, object structure, algorithms, underlying ideas, database schema, or technical design from the Extension, except to the extent such restriction is prohibited by applicable law;
c. remove, obscure, or alter any proprietary notices, copyright notices, branding, licence notices, telemetry identifiers, or security markings;
d. bypass, disable, tamper with, or interfere with licensing, usage restrictions, authentication, access control, entitlement checks, technical protection measures, or audit mechanisms;
e. use the Extension to develop, benchmark, train, or improve a competing product or service;
f. publish performance benchmarks or comparative analysis of the Extension without Publisher’s prior written consent, except where prohibited by law;
g. use the Extension in a way that damages, disrupts, overloads, or impairs Microsoft services, Publisher systems, Third-Party Services, or other customers’ systems;
h. use the Extension for unlawful, fraudulent, harmful, infringing, or malicious purposes;
i. introduce viruses, malware, harmful code, or unauthorised automation into the Extension or related systems;
j. circumvent usage limits, subscription controls, tenant restrictions, or commercial licence metrics;
k. use the Extension with unsupported Business Central versions or environments; or
l. access or use the Extension after termination or expiry of the applicable licence.
6. Ownership and Intellectual Property
6.1. Publisher and its licensors retain all rights, title, and interest in and to the Extension, including all intellectual property rights, source code, object code, architecture, methods, processes, workflows, designs, documentation, know-how, templates, metadata, product names, trademarks, and related materials.
6.2. Customer receives only the limited rights expressly granted in this EULA. No rights are granted by implication, exhaustion, estoppel, or otherwise.
6.3. Customer retains ownership of Customer Data.
6.4. Publisher may freely use general knowledge, experience, ideas, concepts, methods, techniques, and know-how acquired during the provision, support, improvement, or operation of the Extension, provided Publisher does not disclose Customer’s Confidential Information or Customer Data in breach of this EULA.
6.5. If Customer provides feedback, suggestions, enhancement requests, bug reports, or improvement ideas concerning the Extension, Customer grants Publisher a perpetual, worldwide, irrevocable, royalty-free licence to use, reproduce, modify, incorporate, commercialise, and exploit that feedback without restriction or compensation.
7. Updates, Changes, and Compatibility
7.1. Publisher may provide updates, patches, fixes, enhancements, or new versions of the Extension from time to time.
7.2. Updates may be required to maintain compatibility with Microsoft Dynamics 365 Business Central, Microsoft platform changes, security requirements, certification requirements, regulatory changes, or third-party dependencies.
7.3. Publisher may add, change, replace, deprecate, or remove functionality where reasonably necessary for security, compliance, performance, maintainability, platform compatibility, legal reasons, or product strategy.
7.4. Publisher will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid Extension during an active subscription term, unless required by law, Microsoft platform changes, security issues, or third-party dependency changes.
7.5. Customer is responsible for testing updates in a suitable sandbox or non-production environment before applying or enabling them in production, unless updates are automatically deployed by Microsoft or Publisher.
7.6. Publisher is not responsible for issues caused by Customer’s failure to apply required Microsoft or Publisher updates, unsupported modifications, customisations, incompatible third-party extensions, or unsupported Business Central versions.
8. Business Central, Microsoft Platform, and Third-Party Dependencies
8.1. The Extension depends on Microsoft Dynamics 365 Business Central and may depend on Microsoft Azure, Microsoft Entra ID, Microsoft APIs, AppSource/Marketplace infrastructure, or other Microsoft services.
8.2. Publisher does not control Microsoft services and is not responsible for Microsoft service availability, Microsoft licensing, Microsoft outages, Microsoft product changes, Microsoft API changes, Microsoft authentication behaviour, Microsoft data centres, or Microsoft platform limitations.
8.3. The Extension may integrate with or depend on Third-Party Services. Customer’s use of Third-Party Services is governed by the third party’s own terms.
8.4. Publisher is not responsible for loss, interruption, delay, error, data corruption, changed behaviour, degraded performance, or failure caused by Microsoft services, Third-Party Services, Customer systems, network connectivity, authentication configuration, permissions, security settings, tenant restrictions, or changes outside Publisher’s control.
9. Customer Responsibilities
Customer is responsible for:
a. maintaining valid Microsoft Dynamics 365 Business Central licences and environments;
b. ensuring that its Business Central tenant, users, permissions, security roles, data, customisations, integrations, and processes are properly configured;
c. determining whether the Extension is suitable for Customer’s business, legal, tax, accounting, operational, security, and regulatory requirements;
d. validating Extension outputs before relying on them for operational, financial, regulatory, tax, payroll, legal, or compliance purposes;
e. backing up, exporting, or otherwise protecting Customer Data as appropriate;
f. testing the Extension and updates before production use;
g. controlling user access and permissions;
h. complying with applicable laws and regulations;
i. obtaining all consents, notices, rights, licences, and lawful bases required to process Customer Data through the Extension;
j. providing accurate information to Publisher where support or configuration assistance is requested; and
k. promptly notifying Publisher of suspected defects, security issues, unauthorised access, or misuse.
10. Fees, Subscription, and Payment
10.1. Fees, payment terms, billing periods, renewal terms, licence metrics, and cancellation rights are as stated in the applicable Order.
10.2. Where Fees are charged through Microsoft AppSource, Microsoft Marketplace, a reseller, or another marketplace mechanism, billing and collection may be handled by Microsoft, the reseller, or another authorised channel.
10.3. Where Fees are charged directly by Publisher, Customer must pay all invoices in accordance with the applicable Order.
10.4. Unless expressly stated otherwise, Fees are exclusive of VAT, sales tax, withholding tax, duties, levies, and similar charges.
10.5. If Customer exceeds the purchased licence metrics, Publisher may require Customer to purchase additional licences or pay additional Fees.
10.6. Non-payment may result in suspension or termination of the Extension licence.
11. Support and Maintenance
11.1. Publisher will provide support for the Extension in accordance with the support terms published by Publisher or specified in the applicable Order.
11.2. Unless expressly stated otherwise, support does not include:
a. implementation services;
b. custom development;
c. data migration;
d. training;
e. report writing;
f. Business Central administration;
g. correction of Customer data;
h. correction of Customer customisations;
i. support for third-party extensions or integrations;
j. support for unsupported Business Central versions;
k. support for issues caused by Microsoft platform incidents; or
l. support for issues caused by Customer misuse, incorrect configuration, insufficient permissions, or unauthorised changes.
11.3. Publisher may require reasonable diagnostic information, screenshots, logs, reproduction steps, configuration details, environment details, and access to relevant non-production environments to investigate support requests.
11.4. Customer must not provide Publisher with unnecessary personal data, confidential data, financial data, payroll data, health data, or special category data when raising support requests unless requested by Publisher and appropriate safeguards are in place.
12. Data Protection and Privacy
12.1. Publisher’s privacy policy is available at: [Privacy Policy URL].
12.2. The Extension may process Customer Data within Customer’s Microsoft Dynamics 365 Business Central environment.
12.3. Unless the Documentation or applicable Order states otherwise, Publisher does not host Customer’s Business Central database and does not routinely access Customer Data.
12.4. Where the Extension transmits Customer Data to Publisher systems, Publisher-hosted services, telemetry platforms, support systems, Azure services, external APIs, or Third-Party Services, such processing will be described in the Documentation, privacy policy, data processing terms, or applicable Order.
12.5. To the extent Publisher processes personal data on behalf of Customer, the parties will comply with applicable data protection laws and any applicable data processing agreement entered into between the parties.
12.6. Customer is responsible for determining whether Customer Data may lawfully be processed through the Extension and for configuring the Extension in accordance with Customer’s data protection obligations.
12.7. Customer must not use the Extension to process personal data, sensitive data, special category data, criminal offence data, protected health information, cardholder data, export-controlled data, classified data, or other regulated data unless the Documentation or Order expressly confirms that the Extension is designed for that use and appropriate contractual terms are in place.
12.8. Publisher may collect technical, diagnostic, usage, performance, error, licensing, and security telemetry relating to the Extension, provided such telemetry is used for legitimate purposes including support, security, licence enforcement, service improvement, troubleshooting, analytics, and compliance.
12.9. Publisher will use commercially reasonable administrative, technical, and organisational measures designed to protect Customer Data that Publisher processes.
13. Confidentiality
13.1. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure.
13.2. Confidential Information includes non-public business information, technical information, product plans, pricing, security information, credentials, support information, Customer Data, and documentation not publicly released.
13.3. The receiving party must:
a. protect Confidential Information using reasonable care;
b. use Confidential Information only for purposes of this EULA; and
c. not disclose Confidential Information except to employees, contractors, advisers, Affiliates, or service providers who need to know it and are bound by confidentiality obligations.
13.4. Confidentiality obligations do not apply to information that:
a. is or becomes public without breach;
b. was lawfully known before disclosure;
c. is independently developed without use of the disclosing party’s Confidential Information;
d. is lawfully received from a third party without confidentiality restriction; or
e. must be disclosed by law, court order, regulator, or stock exchange rule, provided the receiving party gives notice where legally permitted.
13.5. Confidentiality obligations continue for five years after termination, except for trade secrets and Customer Data, which remain protected for as long as they remain confidential under applicable law.
14. Security
14.1. Publisher will use commercially reasonable measures designed to protect the Extension against unauthorised access, malicious code, and material security vulnerabilities.
14.2. Customer is responsible for securing its own Business Central environment, Microsoft tenant, users, roles, permissions, identities, devices, integrations, and networks.
14.3. Customer must promptly notify Publisher of any suspected security vulnerability, unauthorised access, credential compromise, or misuse involving the Extension.
14.4. Customer must not conduct penetration testing, vulnerability scanning, load testing, security testing, or automated testing against Publisher-hosted services without Publisher’s prior written consent, unless such testing is confined entirely to Customer’s own Business Central environment and does not affect Publisher, Microsoft, or third-party systems.
14.5. Publisher may suspend access to the Extension where necessary to address a security risk, prevent misuse, comply with law, protect Publisher systems, protect Microsoft systems, or protect other customers.
15. Professional Advice, Regulated Outputs, and Business Decisions
15.1. The Extension may assist with business processes, reporting, automation, calculations, integrations, data entry, approvals, financial processes, warehouse processes, manufacturing processes, payroll-related processes, compliance-related processes, or operational workflows.
15.2. Unless expressly agreed in writing, the Extension does not provide legal, tax, accounting, audit, payroll, financial, regulatory, medical, safety, or professional advice.
15.3. Customer is responsible for reviewing, validating, approving, and authorising all outputs, postings, transactions, reports, calculations, filings, submissions, integrations, and decisions made using or informed by the Extension.
15.4. Customer must not rely on the Extension as a substitute for professional judgement, statutory compliance review, accounting review, legal advice, tax advice, payroll review, or regulatory approval.
16. Warranties
16.1. Publisher warrants that, for a period of thirty days from initial installation or subscription commencement, the Extension will substantially conform to the Documentation when used in accordance with this EULA, the Documentation, and the applicable Order.
16.2. Customer’s sole remedy for breach of clause 16.1 is that Publisher will use commercially reasonable efforts to correct the non-conformity or, if Publisher determines correction is not commercially reasonable, terminate the affected licence and refund prepaid unused Fees for the affected Extension.
16.3. The warranty in clause 16.1 does not apply to issues caused by:
a. misuse or unauthorised use;
b. unsupported configuration;
c. Customer customisations;
d. third-party extensions;
e. third-party services;
f. Microsoft platform issues;
g. Customer data quality issues;
h. failure to follow Documentation;
i. failure to install updates;
j. use outside the permitted scope;
k. trial, preview, beta, or evaluation versions; or
l. circumstances outside Publisher’s reasonable control.
16.4. Except as expressly stated in this EULA, the Extension is provided “as is” and “as available”.
16.5. Publisher does not warrant that the Extension will be uninterrupted, error-free, secure, compatible with every configuration, meet Customer’s requirements, prevent data loss, identify every issue, produce every expected result, or remain compatible with all future Microsoft or third-party changes.
16.6. All implied warranties, conditions, representations, and terms are excluded to the maximum extent permitted by law, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and reasonable skill and care.
17. Limitation of Liability
17.1. Nothing in this EULA limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded under applicable law.
17.2. Subject to clause 17.1, Publisher will not be liable for:
a. loss of profits;
b. loss of revenue;
c. loss of business;
d. loss of anticipated savings;
e. loss of goodwill;
f. loss of reputation;
g. loss, corruption, or restoration of data;
h. business interruption;
i. wasted expenditure;
j. loss caused by inaccurate, incomplete, or delayed Customer Data;
k. loss caused by Customer’s failure to verify outputs;
l. loss caused by Microsoft services or Third-Party Services; or
m. indirect, special, incidental, consequential, punitive, or exemplary damages.
17.3. Subject to clause 17.1, Publisher’s total aggregate liability arising out of or relating to this EULA, the Extension, support, maintenance, updates, or any Order will not exceed the greater of:
a. the Fees paid by Customer for the affected Extension during the twelve months immediately preceding the event giving rise to liability; or
b. £1,000.
17.4. The liability cap in clause 17.3 applies whether the claim arises in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution, indemnity, or otherwise.
17.5. The parties agree that the exclusions and limitations in this clause are reasonable having regard to the nature of the Extension, the Fees, the availability of insurance, and the fact that Customer controls its own Business Central environment, users, data, processes, and business decisions.
18. Indemnities
18.1. Publisher will defend Customer against any third-party claim alleging that the Extension, when used in accordance with this EULA and the Documentation, infringes that third party’s intellectual property rights, and will pay damages finally awarded by a court or agreed in settlement by Publisher.
18.2. Publisher’s obligation under clause 18.1 does not apply to claims arising from:
a. Customer Data;
b. Customer modifications;
c. use outside the permitted scope;
d. combination with products, services, data, or processes not supplied by Publisher;
e. use after Publisher has provided a non-infringing version or instructed Customer to stop using the affected part;
f. open-source or third-party components used in accordance with their own licence terms;
g. Microsoft products or services; or
h. Customer’s breach of this EULA.
18.3. If the Extension is or may become subject to an infringement claim, Publisher may, at its discretion:
a. procure the right for Customer to continue using it;
b. modify it so it is non-infringing;
c. replace it with a substantially equivalent non-infringing alternative; or
d. terminate the affected licence and refund prepaid unused Fees for the affected Extension.
18.4. Customer will defend and indemnify Publisher against claims, losses, damages, liabilities, costs, and expenses arising from Customer Data, Customer’s misuse of the Extension, Customer’s breach of this EULA, Customer’s breach of law, or Customer’s unauthorised use of Third-Party Services.
18.5. The indemnified party must promptly notify the indemnifying party of the claim, give reasonable assistance, and allow the indemnifying party to control the defence and settlement, provided no settlement may impose liability, admission, or non-monetary obligation on the indemnified party without its prior written consent.
19. Suspension
19.1. Publisher may suspend Customer’s access to or use of the Extension immediately if:
a. Customer breaches this EULA;
b. Fees are overdue;
c. Customer exceeds licence metrics;
d. Customer’s use creates a security, legal, operational, or reputational risk;
e. suspension is required by law, regulator, court order, Microsoft, or Third-Party Service provider;
f. Customer uses the Extension in a way that may harm Publisher, Microsoft, third parties, or other customers; or
g. Publisher reasonably suspects fraud, misuse, unauthorised access, or licence circumvention.
19.2. Publisher will use reasonable efforts to limit suspension to the affected users, functions, environments, or parts of the Extension where practicable.
19.3. Suspension does not relieve Customer of payment obligations.
20. Term and Termination
20.1. This EULA begins when Customer first installs, enables, accesses, subscribes to, or uses the Extension and continues until terminated or until all applicable licences expire.
20.2. Either party may terminate this EULA or an affected Order if the other party materially breaches it and fails to remedy the breach within thirty days after written notice.
20.3. Publisher may terminate this EULA or an affected licence immediately if:
a. Customer breaches licence restrictions;
b. Customer infringes Publisher’s intellectual property rights;
c. Customer fails to pay Fees when due;
d. Customer becomes insolvent or ceases business;
e. continued provision would breach law, Microsoft requirements, or third-party terms;
f. Microsoft removes or disables the Extension from AppSource/Marketplace;
g. Publisher discontinues the Extension; or
h. Customer uses the Extension in a way that creates material risk to Publisher, Microsoft, third parties, or other customers.
20.4. Upon termination or expiry:
a. Customer must stop using the Extension;
b. Customer must uninstall or disable the Extension where technically feasible;
c. all unpaid Fees become immediately due;
d. Publisher may disable licence keys, entitlement checks, services, APIs, or support access; and
e. each party must return or destroy the other party’s Confidential Information on request, subject to legal retention obligations and ordinary backup retention.
20.5. Termination does not affect accrued rights, payment obligations, confidentiality obligations, liability limitations, intellectual property rights, audit rights, or any clause intended to survive termination.
21. Data Return and Deletion
21.1. Customer is responsible for exporting or preserving Customer Data before uninstalling the Extension or terminating the subscription.
21.2. Where Customer Data remains in Customer’s Business Central environment, Customer is responsible for managing, retaining, deleting, archiving, or exporting that data.
21.3. Where Publisher stores Customer Data outside Customer’s Business Central environment, Publisher will delete or return such data in accordance with the applicable Order, privacy policy, data processing agreement, or legal retention requirements.
21.4. Publisher may retain logs, backups, billing records, support records, security records, audit records, and legal records as required for legitimate business, security, compliance, accounting, and legal purposes.
22. Audit and Licence Verification
22.1. Publisher may verify Customer’s compliance with licence metrics and usage restrictions through licence keys, entitlement checks, telemetry, AppSource/Marketplace records, Business Central extension metadata, or reasonable written certification requests.
22.2. Customer must provide reasonable information requested by Publisher to verify compliance.
22.3. If verification shows under-licensing, unauthorised use, or excess use, Customer must promptly purchase the required additional licences and pay any underpaid Fees.
22.4. Publisher’s audit rights must be exercised reasonably and in a manner designed to minimise disruption to Customer’s business.
23. Export Control, Sanctions, and Anti-Bribery
23.1. Customer must comply with all applicable export control, sanctions, anti-bribery, anti-corruption, and trade compliance laws.
23.2. Customer must not use, export, re-export, transfer, or make the Extension available in breach of applicable sanctions or export control laws.
23.3. Customer represents that it is not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and is not a sanctioned party.
23.4. Publisher may suspend or terminate access where required for sanctions, export control, or trade compliance reasons.
24. Open-Source and Third-Party Components
24.1. The Extension may include or interact with open-source software or third-party components.
24.2. Open-source software is licensed under its applicable open-source licence terms. To the extent required by those terms, the open-source licence terms prevail over this EULA solely for the relevant open-source component.
24.3. Publisher may provide notices, attribution, source code offers, or licence information for open-source components in the Documentation or other notices accompanying the Extension.
24.4. Customer must comply with any third-party terms applicable to third-party components, APIs, platforms, or services used with the Extension.
25. Publicity and References
25.1. Publisher may identify Customer as a customer only with Customer’s prior written consent.
25.2. Neither party may issue a press release referring to the other party without prior written consent.
25.3. Customer must not use Publisher’s trademarks, logos, or branding except with Publisher’s prior written consent.
25.4. Publisher must not use Customer’s trademarks, logos, or branding except with Customer’s prior written consent.
26. Assignment
26.1. Customer may not assign, transfer, novate, or sublicense this EULA or any rights under it without Publisher’s prior written consent.
26.2. Publisher may assign, transfer, or novate this EULA to an Affiliate, successor, purchaser of substantially all assets, acquirer, or entity involved in a merger, reorganisation, or sale of the Extension business.
27. Force Majeure
27.1. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, power failures, network failures, cyberattacks, denial-of-service attacks, pandemic, epidemic, government action, changes in law, Microsoft service failures, Third-Party Service failures, or internet failures.
27.2. Force majeure does not excuse payment obligations for amounts already due.
28. Notices
28.1. Notices under this EULA must be in writing and sent to the contact details stated in the applicable Order or published by the receiving party.
28.2. Publisher may provide operational, support, product, billing, renewal, or update notices by email, in-product message, website notice, marketplace notice, Partner Center notice, or support portal notice.
28.3. Legal notices to Publisher must be sent to:
[Publisher legal name]
[Registered address]
Email: [legal email]
29. Changes to this EULA
29.1. Publisher may update this EULA from time to time.
29.2. Updated terms will apply to new Orders, renewals, new installations, new subscriptions, and continued use after the effective date of the updated EULA.
29.3. If Customer does not agree to updated terms, Customer must stop using the Extension before renewal or before continuing use under the updated terms.
29.4. Material changes will not apply retroactively to an active paid subscription term where doing so would materially reduce Customer’s contractual rights, unless required by law, Microsoft requirements, security issues, or third-party terms.
30. Governing Law and Jurisdiction
30.1. This EULA and any dispute or claim arising out of or in connection with it, including non-contractual disputes or claims, is governed by the laws of England and Wales.
30.2. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this EULA, including non-contractual disputes or claims.
30.3. Nothing in this clause prevents Publisher from seeking injunctive, equitable, or protective relief in any jurisdiction to protect its intellectual property, Confidential Information, or systems.
31. Entire Agreement and Order of Precedence
31.1. This EULA, the applicable Order, the Documentation, the privacy policy, any applicable data processing agreement, and any incorporated terms constitute the entire agreement between Publisher and Customer concerning the Extension.
31.2. This EULA supersedes all prior or contemporaneous discussions, proposals, representations, purchase orders, and communications relating to the Extension.
31.3. Any Customer purchase order terms, procurement terms, portal terms, or vendor onboarding terms are rejected and do not apply unless expressly signed by Publisher.
31.4. If there is a conflict between documents, the following order of precedence applies unless expressly stated otherwise:
a. a signed written agreement between Publisher and Customer;
b. the applicable Order;
c. any applicable data processing agreement;
d. this EULA;
e. the privacy policy;
f. the Documentation.
32. Severability
32.1. If any provision of this EULA is held invalid, illegal, or unenforceable, the remaining provisions remain in full force.
32.2. The invalid, illegal, or unenforceable provision will be replaced by a valid provision that most closely reflects the original commercial intent.
33. Waiver
33.1. Failure or delay in enforcing any provision of this EULA does not constitute a waiver.
33.2. A waiver is effective only if given in writing and applies only to the specific instance for which it is given.
34. Third-Party Rights
34.1. Except as expressly stated in this EULA, no person other than Publisher and Customer has any right to enforce this EULA.
34.2. Microsoft is not responsible for the Extension and has no obligation to provide support, maintenance, warranty, or indemnity for the Extension under this EULA.
35. Interpretation
35.1. References to “including” mean “including without limitation”.
35.2. References to “written” or “in writing” include email unless expressly stated otherwise.
35.3. Headings are for convenience only and do not affect interpretation.
35.4. The singular includes the plural and the plural includes the singular.
36. Acceptance
By installing, enabling, accessing, subscribing to, or using the Extension, Customer confirms that it has read, understood, and agreed to this EULA.