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The following terminology, where used and in our Agreement, the Microsoft Customer Agreement, SLA(s), Ordering System(s), Quote(s), Purchase Order(s), Task Order(s), product/service descriptions, and/or related business policies shall be interpreted in accordance with the definitions below.

Document Conventions

Within this document, square brackets are used to indicate that the words within are optional and maybe be arbitrarily omitted; slashes are used to indicate that the adjacent words or phrases (based on presence and position of quotation marks) shall be considered interchangeable and synonymous.

Synonymous Terminology

Over time, our naming conventions have changed. Not all documents get updated at once, Thus,
in certain cases, Company may use different language interchangeably to refer to the same thing.

Some synonymous terms include:

  • The term “Task(s)”, when written in the proper case, shall apply to Service(s) performed within the context of any Service Type(s).
  • The terms  “Incident(s)” and/or “Support Task(s)” shall apply where the intention is to refer to either Support Incident(s) and/or Enhanced Support Incident(s) interchangeably without regard to treatment as Priority Service(s).
  • The term “Priority Service(s)” shall apply where the intention is to refer to either Enhanced Support Incident(s) and/or Task Order(s) interchangeably, and also applies to any Service(s) for which there is an expectation of hourly or per-incident billing.
  • Likewise, “Task Order(s)” are synonymous with “Word Order(s)” or “[project] phase(s)”

Where naming conventions differ between documents and/or change over time, the following table may be used to determine terms which are synonymous and their meanings:

Canonical Name Abbreviation(s) Alternative Name(s) / Synonymous Terms
Request(s) Req(s) [Client / Customer] Request(s)
Incident(s) Case(s) Support Incident(s), Support Case(s)
formerly “Service Request(s)” in prior publications
Enhanced Support Incident(s) ESI(s), ESR(s) Extended Support / Service Request(s)
Emergency Support / Service Request(s)
Priority Service(s) PS(s), PSR(s) Priority Service(s) [Request(s)]
previously “Premium Service(s)” in prior publications
Task Order(s) TO(s) Task Order(s) formerly “Work Order(s)”
 in prior publications
Purchase Order(s) PO(s) [Purchase] Order(s)

Naming Conventions and Definitions for Purchases / Placing Orders

Company’s business processes include the following business communications / documents to define the purchase of Service(s) prior to sale:

  • RFP(s) / RFQ(s) / RFI(s)
  • Quote(s) / Proposal(s)
  • SOW(s) / Agreement(s)
  • Purchase Order(s)

Such documents listed above, as well as other sales communications including advertisements, shall conform to the naming conventions described herein with respect to references to various products or services offered.
Client agrees that these conventions are well understood, self-evident, and shall be legally binding with respect to all purchases made under our Agreement.

Definition of Purchase Order(s)

A purchase order is any communication sent by Client to Company, using any approved method (such as e-mail, written, telephone/verbal, or Company's Ordering System(s)), for the purpose of establishing a order to purchase product(s) and/or service(s) from Company.

A formally prepared PO shall contain the following information:

  • Approval (Purchaser(s)' affirmation)
  • Purchase Order(s) shall also include either:
    • Reference to attached Quote(s) and/or Proposal(s)
    • Line Item(s) (“CLIN(s)”) for Product(s) or Service(s) that are so ordered, such as:
      • A quantity of hours authorized to be performed against future Task(s);
      • Specified Subscription(s) for software licenses (including new or increased quantities as needed) to be billed on a recurring basis;
      • Service Plan(s) to be billed on a recurring basis or as needed; and/or
      • Other line item charges for materials, products, services, fees, or other expenses that are authorized by the PO
  • Optionally:
    • A preferred method of reply, such as a mailing address or e-mail address
    • Names [and addresses] of Company and Client
    • Effective Date (date of authorization)
    • Expiry Date and/or Fill By Date after which the PO can no longer be accepted / delivered
    • Reference to the Agreement(s) and/or SOW(s) to which the PO applies
    • Unique tracking identification number (PO Number) as assigned by the Client
    • Maximum total billable amount (in dollars) that the PO authorizes (not applicable for Subscription(s) and/or Service Plan(s))
    • Quantities and extended total billable dollar amounts for each Line Item (for example how many hours have been authorized for each specified Task Order(s))

Where omitted or unspecified within a PO, the following items shall be assumed:

  • Approval / affirmation shall be implied when communication is sent/made by any authorized Purchaser(s).
  • Names of Company and Client shall be those of Company and Client respectively.
  • Effective Date shall be the date communication was sent.
  • Preferred method of reply shall be the e-mail address of the sender, Purchaser(s), and/or Primary Contact(s).
  • Where the expected price per line item is not known and/or communicated by the sender, it shall be determined using Company’s standard advertised prices. In such cases, Company shall communicate such pricing in the Client’s next billing statement or invoice, or upon Request.
  • Authorized maximum amount shall be considered "not applicable"; for example, such a maximum applies only to Task Order(s) and not orders for Subscription(s) and/or Service Plan(s).

Purchase Order(s) may be established by the communication itself and needn't be a formal document separate from and attached to such communication, provided that the communication contains the required information described in the above definition or that such may be implied or surmised as described above.
For example, an email requesting to add a certain quantity of additional users to existing Subscription(s) shall be considered a valid Purchase Order when sent by Purchaser(s), Technical Manager(s), or Primary Contact(s)

Product and Service Classification(s)

All Product(s) and/or Service(s) proposed and/or provided to Client(s) shall be classified as follows:

  • Subscription(s) – Indicates licenses for use of software billed on a recurring basis, commonly known as Software as a Service (“SaaS”).
  • Service Plan(s) – As defined elsewhere herein, represents a collection of Entitlement(s), such as allowing Request(s) through specific communication channels or Support Task(s) of a certain variety, billed on a recurring basis. Service Plan(s) may be based on number of users, usage and/or included entitlements; they may be thought of as Skills / Support as a Service. Please see our SLAs and/or "Service Delivery Framework and Policies" for more information.
  • [Professional] Service(s) – represents Service(s) provided or perform outside the rubric of Service Plan(s) and/or Subscription(s), such as T&M / professional services, generally handled within the context of a Task Order(s). These may be performed once or on a recurring basis, depending on the Parties’ business arrangements.
  • [Other] Products(s) – represents tangible goods, such as computer hardware or traditional non-subscription software licenses.
  • Bundle(s) – represents a collection of any of the other classifications listed here, allowing for the combination of different types of Service(s) as a single charge.
  • [Other] Charge(s) – represents costs such as fees, delivery/shipping, administrative charges, interest, reimbursable expenses or the like

A given individual line item included on any Quote(s), Proposal(s), SOW(s), PO(s), and/or Invoice(s) shall be assigned one and only one of the above classifications, which shall describe govern such Product(s) or Service(s) accordingly and shall remain consistent over time and across documents (with the exception of errors and corrections).

Service Delivery Definitions

The following definitions pertain to our Service Delivery Framework, related policies, and conditions of our Agreement.

Definition of Request(s)

Client Request(s) (herein “Request(s)” or “Req(s).”) are any communication from Client with a clear imperative or inquiry.

Where used herein, the terms cited above in the preceding paragraph, are not intended to be synonymous with the word “request” when not written in proper case.

Request(s) begin the process under which Company performs Task(s) for Client. Examples include billing questions, technical support, research, configuration changes, or other customer service activities.

Definition of Service Type(s)

For purposes of classifying performance of Service(s) primarily based on human labor (“Professional Service(s)”), as well as other activities performed in support of Service Plan(s) and/or Subscription(s), Parties agree to usage of the following list of classifications (collectively “Service Type(s)”):

  • [Client] Request(s) – Client’s generic requests which may evolve into and/or eventually result in Purchase Order(s), Task Order(s), Authorization(s) to Work, or other types of Task(s) or Service(s) described herein. (See above definition.)
  • Support Incident(s) – Handling short-term support needs, for example: a help desk ticket, answering a technical question, or onboard/offboard an employee. Support Incident(s) are Request(s) which result in the completion of a discrete action, such as the resolution of a specific problem or the alteration of a set of related settings.
  • Task Order(s) – Request(s) to complete technical Service(s) occurring over an extended period ranging from several hours to a few weeks. For example: complete a configuration change, migrate a group of users. Task Order(s) are characterized as set(s) of one or more extended assignments, structured in ad-hoc fashion, short-term project, or phase in a larger project.
  • Priority Service(s) (synonymous with "Enhanced Support Incident(s)") – Any Service(s) where the level of effort exceeds the quantity or nature of Client’s Entitlement(s), such as where the Service(s) must be provided outside of normal business hours. Parties agree that Priority Service(s) shall be handled as functionally equivalent to Task Order(s). Thus, hourly billing shall apply in such cases where they are invoked.

Definition of Service Plan(s)

Service Plan(s) are Service(s) for which Client agrees to pay a recurring fee in consideration for certain Entitlement(s) during the plan's Commitment Term(s).

The key characteristics of Service Plan(s) are the existence of associated Entitlement(s) and Commitment Term(s) attached to such a plan. Pricing structure does not itself affect whether any specific Service(s) shall be considered and/or treated as Service Plan(s).

While Service Plan pricing is often fixed and/or recurring, it may vary based on factors such as changes in the business size, number of covered users or computers, purchase of hours on retainer, or other factors.

Definition of Entitlement(s)

Entitlement(s) consist of and enumerate one or more privileges bestowed by Company upon Client(s) in consideration for the purchase of specific Service Plan(s) and/or Subscription(s).
Examples of Entitlement(s) include agreements to:

  • Provide Service(s) for a fixed number of Support Incident(s) over a given time period.
  • Provider a fixed number of hours to provide Service(s) for a given allotment of Support Incident(s) or Task Order(s) over a specified time.
  • Provide a defined scope or set of Service(s) on a complimentary basis.
  • Permit a certain number of escalations from Support Incident(s) to Priority Service(s) without penalties or at reduced costs.
  • Allow some level of access to individuals acting in high level capacity, such as consultants.
  • Provide access to content, information, or tools.

Specific Entitlement(s) individual Service Plan(s) and/or Subscription(s) shall be defined by documents and information which are made available on Company's web site, in Company's Ordering System(s), in SLA(s), and in other publicly available business policy documents.

Specific Entitlement(s) applying to Client are determined by purchased Subscription(s) and/or Service Plan(s). Company may grant or modify Entitlement(s) for specific Client(s) as stated in SOW(s).

Definition of Commitment Term(s)

Commitment Term(s) is/are a period of time specifying the period of performance for Subscription(s) and/or Service Plan(s), during which Client agrees to be bound by Company's and supplier's terms and conditions associated with and regarding providing such Service(s).
Commitment Term(s) are associated with and correspond to individual Subscription(s) and/or Service Plan(s), rather than the Agreement and/or SOW(s).

Definition of Task Order(s)

Task Order(s) shall consist of a communication, duly sent and delivered, which includes all the following items:

  • Brief summary of the desired technical work or list of tasks to be performed
  • Plus, optionally:
    • Requested "Start On" and "Complete By" dates
    • Level of urgency
    • Any anticipated deliverables, expected outcomes, or other instructions
    • Not to exceed specified hours
    • If the request regards a problem, a description or of the problem including documentation (e.g. error message or screen captures) or other supporting information
    • Any activities or tasks that should not be performed (e.g. things to be done by Client, already completed, activities out of scope, etc.)

Alternatively, such written communication may indicate:

  • Either, acceptance or confirmation of prior communications which when taken together contained all of the above information, for example a reply to a previous e-mail thread between Company and Client;
  • Or, acceptance or confirmation to continue previous Task Order(s) with amended expectations, tasks, goals, instructions, etc.

Where the terms “[project] phase” or “Work Order” are used, these shall be considered the synonymous to Task Order(s) and may be used interchangeably.

Miscellaneous Definitions

Notwithstanding other more detailed definitions provided herein and elsewhere, for purposes of this Agreement, the following terms shall be interpreted as follows:

  • The term “Agent(s)” shall be meant to include the respective Party's employees, contractual employees, or subcontractors.
  • The term “Supplier(s)” shall be meant to include Company's suppliers, distributors, and software publishers such as (but not limited to) Microsoft Corporation.
  • The term “Reseller(s)”, when used in documents other than the Microsoft Cloud Agreement shall be meant to include Client(s) who re-package or resell Company's products and/or Service(s).
  • The term “Associate(s)” shall be meant to include the respective Party's customers, licensors, Agents, or partners (including but not limited to affiliated or subsidiary business entities).
  • The term “Software” shall be meant to indicate any set of instructions which are executed by computing equipment, without respect to the arrangement under which they are licensed or delivered.
  • The term “Task(s)”, when used in the proper case, shall be meant to include any Service(s) classified within Service Type(s) including: Request(s), Support Task(s) and Task Order(s).
  • The term “Support” and/or “Support Task(s)”, shall be meant to include any Service(s) classified as Incident(s), e.g. Support Incident(s), Enhanced Support Incident(s). Eligibility to receive Support is a type of Entitlement.
  • The terms “Priority Service(s)” or alternatively “Premium Service(s)”, as defined elsewhere herein, shall be meant to include Enhanced Support Incident(s), Task Order(s), and/or other Professional Service(s) which are generally considered to be out of scope for Support.
  • The terms “Client Request(s)”, “Request(s)” and “Req(s).”, when used in the proper case, shall be considered synonymous and meant to indicate Client’s inbound communication to Company which may result in the performance of Task(s) or other changes to Service(s), as defined elsewhere herein.
  • The terms “Support Incident(s)” (and formerly “Service Request(s)” in past publications), as defined elsewhere herein, shall be considered synonymous and meant to indicate Service(s) that are performed in support of other purchased products or services (Support), such as Entitlement(s), Subscription(s), equipment, etc.
  • The terms “Task Order(s)” and “Work Order(s)”, as defined elsewhere herein, shall be considered synonymous and meant to indicate and describe Service(s) of a technical nature that are performed once and customarily billed on a Time & Materials basis.
  • The term “Service Plan(s)”, as defined elsewhere herein, shall be meant to indicate Service(s) billed on a recurring basis and intended to permit Client to receive one or more Entitlement(s) during the Commitment Term(s) during which they are enrolled.
  • The terms “Ordering System(s)” and “Self-Service Portal” shall be considered synonymous and shall indicate one or more Company provided applications used for the submission and management of Purchase Order(s), payment methods, Case(s), or other details of the business arrangement between both Parties. For example, such a system is currently available at https://nimbus.liquid-hg.com.
  • The term “Contract Signing System(s)” or “Contract System(s)” refer to software used to digitally sign contracts and other documents requiring written approval. For example, DocuSign is one such system.
  • The term "Case(s)" or "Support Case(s)" represents the documentation which follows Request(s) as they proceed from initial communication through their lifetime as Support Incident(s) and/or evolution into Task Order(s), Purchase Order(s) or other disposition.
  • The term "Billing Contract(s)" is not intended as an Agreement per-se. Billing Contracts are a logical construct used to organize recurring billing for Subscription(s) and Service Plan(s) under a single entity attached to Client and their associated Agreement(s) and/or SOW(s). Only Clients purchasing Subscription(s) or Service Plan(s) are assigned a Billing Contract, which manages the generation and delivery of recurring invoices and statements.