Terms &
Conditions

1. Acceptance of Terms

By accessing or using the becloudsmart website at becloudsmart.com ("the Website") or engaging our services, you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree with any part of these Terms, you must not use the Website or our services.

These Terms constitute a legally binding agreement between you (whether an individual or an entity) and becloudsmart ("we", "us", or "our"), an Australian business operating from Western Australia.

We may update these Terms from time to time. Continued use of the Website or our services after changes are published constitutes acceptance of the updated Terms.

2. Description of Services

becloudsmart is a Microsoft Solutions Partner providing business-to-business (B2B) cloud solutions, consulting, and managed services. Our service offerings include:

• ModernWorkplace: Microsoft 365 deployment, endpoint security, device management, and AI-powered productivity solutions (from AU$169 per user per month).
• ModernBusiness: Dynamics 365 implementation, Power Platform automation, and business process optimisation (from AU$19 per user per month).
• CSP Transact: Microsoft Cloud Solution Provider (CSP) licensing, enabling organisations to procure Microsoft cloud subscriptions on a flexible, month-to-month basis through becloudsmart as an authorised intermediary.

Pricing is indicative and subject to change. Final pricing will be confirmed in writing before any service engagement commences.

3. CSP Licensing Terms

Where you procure Microsoft cloud subscriptions through our CSP Transact service, the following terms apply:

• Intermediary role: becloudsmart acts as an authorised Microsoft Cloud Solution Provider. We are an intermediary between you and Microsoft. Your use of Microsoft products and services is governed by the applicable Microsoft Customer Agreement and related Microsoft licensing terms, which you must accept separately.
• Billing: CSP subscriptions are billed on a month-to-month basis unless otherwise agreed in writing. You are responsible for paying all fees by the due date specified on each invoice.
• Subscription changes: You may request changes to your subscription quantities or products by contacting us. Changes will take effect from the next billing cycle unless otherwise specified.
• No lock-in: CSP subscriptions procured through becloudsmart do not require long-term commitments unless you opt into an annual or multi-year term at your discretion.
• Microsoft terms prevail: In the event of a conflict between these Terms and the Microsoft Customer Agreement regarding the use of Microsoft products, the Microsoft Customer Agreement will prevail to the extent of the inconsistency.
• Service availability: The availability and functionality of Microsoft cloud services are determined by Microsoft. becloudsmart does not guarantee the uptime, performance, or continued availability of any Microsoft product or service.

4. Intellectual Property

All content on the Website, including but not limited to text, graphics, logos, design elements, page layouts, and software, is the property of becloudsmart or its licensors and is protected by Australian and international intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any content from the Website without our prior written consent.

Microsoft, Microsoft 365, Dynamics 365, Azure, Power Platform, and related trademarks are the property of Microsoft Corporation. becloudsmart's use of these marks is in accordance with Microsoft's partner programme guidelines and does not imply ownership.

5. Limitation of Liability

To the maximum extent permitted by Australian law, including the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)):

• becloudsmart's total aggregate liability to you for any claim arising out of or in connection with these Terms or our services is limited to the fees you have paid to us in the twelve (12) months preceding the claim.
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunity, or goodwill.
• We are not liable for any loss or damage resulting from your use of Microsoft cloud services procured through our CSP programme, except where such loss is directly caused by our negligence or breach of these Terms.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted, or modified by agreement.

6. Disclaimers

The Website and its content are provided on an "as is" and "as available" basis. While we endeavour to keep information accurate and up to date, we make no representations or warranties of any kind, express or implied, regarding:

• The accuracy, completeness, reliability, or suitability of any information on the Website.
• The uninterrupted or error-free operation of the Website.
• The absence of viruses or other harmful components.

No professional advice: Nothing on this Website constitutes financial, legal, tax, or professional advice. The information provided is general in nature and does not take into account your specific circumstances. You should seek independent professional advice before making any business decisions based on content from this Website.

No guarantee of outcomes: We do not guarantee any particular business outcomes, cost savings, or performance improvements from the use of our services or any Microsoft products.

7. Third-Party Links and Services

The Website may contain links to third-party websites, products, or services that are not owned or controlled by becloudsmart. These include but are not limited to:

• Microsoft Corporation websites and services.
• Google Fonts, used for Website typography.
• Third-party AI service providers that power our chat functionality.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Your use of third-party services is subject to their own terms and conditions.

8. AI Chat Widget

Our Website features an AI-powered chat widget designed to assist visitors with general enquiries about our products and services. By using the chat widget, you acknowledge and agree that:

• AI-generated responses: The chat widget uses artificial intelligence to generate responses. These responses are produced automatically and may not always be accurate, complete, or up to date.
• Not professional advice: Responses from the chat widget do not constitute professional, legal, financial, or technical advice. They are intended for general informational purposes only.
• No binding commitments: Nothing communicated by the chat widget creates a binding offer, contract, or commitment on behalf of becloudsmart. Formal agreements must be confirmed in writing by an authorised representative.
• Data collection: Information you provide through the chat widget (including your name, email, company name, and message content) may be collected and stored. Please refer to our Privacy Policy for details on how this data is handled.
• Human review: Chat conversations may be reviewed by becloudsmart staff for quality assurance, training, and follow-up purposes.
• No guaranteed availability: The chat widget is provided as a convenience and may not be available at all times.

9. Your Obligations

When using the Website or our services, you agree to:

• Provide accurate and truthful information when submitting enquiries or entering into service agreements.
• Use the Website and our services only for lawful purposes and in accordance with these Terms.
• Not attempt to gain unauthorised access to any part of the Website, its servers, or any connected systems.
• Not use the Website or our services in a manner that could damage, disable, overburden, or impair our infrastructure.
• Comply with all applicable laws and regulations, including the Microsoft Customer Agreement where you procure CSP subscriptions.

10. Termination

We reserve the right to suspend or terminate your access to the Website or any of our services at any time, with or without cause, and with or without notice, if we reasonably believe you have breached these Terms or engaged in conduct that is harmful to becloudsmart, our clients, or third parties.

For CSP subscriptions, termination of the licensing arrangement will be handled in accordance with the applicable service agreement and Microsoft's terms. You will remain liable for all fees incurred up to the date of termination.

Sections of these Terms that by their nature should survive termination (including, without limitation, Limitation of Liability, Disclaimers, Intellectual Property, and Governing Law) will continue in effect after termination.

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Western Australia and the Commonwealth of Australia. You irrevocably submit to the exclusive jurisdiction of the courts of Western Australia and any courts of appeal from them for the resolution of any dispute arising out of or in connection with these Terms.

12. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed from these Terms, and the remaining provisions will continue in full force and effect.

13. Changes to These Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. When we make material changes, we will update the "Last updated" date at the top of this page. We encourage you to review these Terms periodically.

For clients with active service agreements, material changes to these Terms will be communicated via email at least fourteen (14) days before taking effect.

14. Contact Information

If you have any questions about these Terms, please contact us:

• Phone: 08 6118 7666
• Website: becloudsmart.com
• Enquiry form: becloudsmart.com/csp-transact.html#contact