1. Agreement and acceptance
These Ticket Subscription Service Terms (“Terms”) govern subscription support provided by Evigur Solutions, operating the 365 Help center service (“365 Help center,” “we,” “us”), to the business identified in an Order Form (“Customer”). These Terms, the applicable Order Form, Support Policy, Data Processing Addendum (“DPA”), and incorporated documents form the “Agreement.” Customer accepts the Agreement by signing an Order Form, applying an electronic signature, or completing another affirmative acceptance process identifying these documents and versions. A person accepting represents that they are authorized to bind Customer.
2. Subscription support services
365 Help center provides remote operational administration, incident troubleshooting, break/fix assistance, vendor-case coordination and related support for existing Microsoft services listed in the Order Form or service catalog. Subject to onboarding acceptance, plans may cover Microsoft 365, Azure, Azure Kubernetes Service, Power Platform, Power Apps, Power Automate, Dataverse, Power BI, Microsoft 365 Copilot, Purview, Fabric, pipelines and related existing integrations. Plans differ by ticket capacity and commercial terms, not by product entitlement, unless the Order Form expressly states otherwise.
Each subscription includes a named Customer Success Manager, a named primary engineer and backup-team coverage. “Named” or “dedicated” means accountable and familiar with the Customer environment; it does not mean an exclusive full-time resource unless separately contracted.
3. Support-only scope
Subscription services do not include new configuration, deployment, implementation, architecture, custom development, creation of new applications or workflows, new integrations, material enhancements, redesigns, or planning and execution of a migration.
Existing custom solutions, workflows, integrations and migration-related incidents may be eligible for troubleshooting only after documentation review or knowledge transfer and written acceptance. 365 Help center may require assessment or remediation before acceptance. Project work requires a separate Statement of Work (“SOW”) with Evigur Professional Services.
4. Order Forms and document hierarchy
The Order Form identifies the plan, monthly ticket allowance, covered services and entities, term, fees, rollover eligibility, coverage hours, response targets, authorized contacts and special terms. If documents conflict, the following order controls: (1) signed Order Form; (2) signed SOW or service-specific addendum; (3) DPA for personal-data processing; (4) Support Policy; and (5) these Terms. A purchase order does not modify the Agreement.
5. Ticket definition and consumption
One ticket is one incident or service request involving one service, one root cause and one requested outcome. A ticket includes triage, investigation, reasonable remediation, communication and closure, up to two active engineering hours, unless the Order Form states another boundary.
- A ticket is consumed when 365 Help center begins substantive investigation or fulfillment.
- Duplicate reports sharing one root cause may be merged.
- Different services, root causes, environments or requested outcomes may be separated into additional tickets.
- A resolved ticket reopened for the same issue within five business days may continue under the original ticket; a new cause, request or later recurrence may be a new ticket.
- Customer-pending and vendor-pending time does not count as active engineering time.
- 365 Help center will obtain approval before consuming additional tickets beyond the originating request, except within an emergency authorization expressly stated in the Order Form.
6. Ticket rollover and expiration
Annual commitment
Unless the Order Form states otherwise, an annual commitment permits up to 25% of the monthly ticket allowance, rounded down to whole tickets, to roll into the immediately following monthly service period. Current-period tickets are consumed before rollover tickets. Rollover tickets expire after that one additional monthly period.
Flexible monthly service
Flexible monthly service has no rollover. Unused tickets expire at the end of each monthly service period.
All current and rollover tickets expire when the Agreement or applicable Order Form ends. Tickets have no cash value, are nonrefundable and nontransferable, and cannot be applied to Professional Services or another customer.
7. Additional-ticket bundles
Additional capacity is normally offered in prepaid bundles of 5, 10 or 25 tickets, or another quantity stated in the Order Form. Bundle pricing is provided by quotation and may reflect volume, environment complexity, coverage hours and specialist requirements.
Bundles require advance authorization, are assigned to one Customer account, cannot be converted to cash or Professional Services, and expire as stated in the applicable Order Form. Purchasing a bundle does not modify the subscription term or create permanent monthly capacity.
8. Microsoft and third-party cases
When a covered issue requires Microsoft or another vendor, 365 Help center may assist with diagnosis, evidence collection, case preparation, meetings, testing, follow-up and status communication. This work remains within the originating purchased 365 Help center ticket and does not create a complimentary parallel ticket or separate free labor allowance. A separate root cause, requested outcome or unrelated vendor issue may consume another ticket.
Customer maintains and pays directly for all Microsoft and third-party support plans, entitlements, per-incident fees, licenses, cloud consumption and other vendor charges. 365 Help center does not collect, hold, pay, reimburse or administer vendor-fee funds. 365 Help center does not guarantee vendor acceptance, response, diagnosis or resolution time.
9. Coverage hours and optional 24/7 service
Unless the Order Form states otherwise, standard working hours are Monday–Friday, 9:00 a.m.–6:00 p.m. Eastern Time, excluding published holidays. Extended-hours, weekend, holiday, on-call or 24×7 coverage requires a separately priced agreement.
Optional 24/7 Critical Incident Coverage applies only to qualifying P1 production outages unless the Order Form expands scope. Each activated incident consumes purchased ticket capacity. P2, P3 and P4 requests submitted outside their contracted coverage window may be queued for the next service period. Response targets are objectives, not resolution guarantees, and exclude customer-pending and vendor-pending time.
10. Fees, invoicing and taxes
Fees are invoiced as stated in the Order Form and are due within 30 days unless another period is stated. Monthly invoicing of an annual subscription is a payment schedule only and does not create a month-to-month cancellation right. Approved ticket bundles, extended coverage and other add-ons are billed at the applicable contracted price.
Fees exclude taxes, Microsoft licenses, Azure consumption, telecommunications and third-party charges. Customer is responsible for applicable taxes other than taxes on 365 Help center’s net income. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate. 365 Help center may suspend service after written notice if undisputed fees remain overdue.
11. Subscription term and renewal
Flexible monthly subscription
A flexible monthly subscription has a three-month initial minimum term unless the Order Form states otherwise. After that minimum, it continues month-to-month until either party gives at least 30 days’ written notice.
Annual subscription
An annual subscription has a 12-month minimum commitment. Customer may pay annually in advance or monthly if permitted by the Order Form. At least 60 days’ written notice is required before term end to prevent renewal, unless the Order Form or applicable law states otherwise. Renewal method and pricing are stated in the Order Form.
12. Six-month right-sizing review
An annual Customer may increase monthly ticket capacity at any time, subject to applicable pricing and resource availability. Increased capacity and fees apply prospectively, and the original annual contract expiration date remains unchanged unless an amended Order Form states otherwise.
After completing six full monthly service periods, an annual Customer may request one prospective reduction in monthly ticket capacity during the then-current annual term. A reduction is not automatic and is subject to all of the following:
- At least 30 days’ written notice;
- Customer’s account is current and in good standing;
- No unresolved capacity overage or material payment dispute;
- Review of ticket utilization, rollover, bundle purchases, ticket complexity, open P1/P2 incidents, planned migrations or platform changes and reasonably anticipated demand;
- Capacity may not be reduced below the minimum available plan or mutually agreed operational minimum;
- The parties execute an amended Order Form stating the new capacity and prospective fees.
A right-sizing adjustment does not create a retroactive refund, credit or release of fees already accrued and does not change the original contract expiration date. One downgrade is permitted per annual term unless 365 Help center agrees otherwise in writing. When a downgrade becomes effective, rollover is recalculated using the new monthly allowance and any rollover above the new limit expires.
13. Termination
Either party may terminate for material breach if the breach is not cured within 30 days after written notice, or immediately for insolvency where legally permitted. 365 Help center may terminate or suspend for unlawful use, security risk, abuse of personnel or persistent nonpayment.
If Customer terminates an annual subscription early for convenience, or 365 Help center terminates because of Customer’s uncured breach, remaining committed subscription fees become immediately due unless the Order Form states a different charge. If Customer properly terminates because of 365 Help center’s uncured material breach, Customer receives a prorated refund of prepaid fees for the period after termination. On termination, access ends, open tickets may close, and unused current, rollover and bundle tickets expire.
14. Customer responsibilities
Customer will provide accurate information, timely authorized access, contacts, documentation, backups, test access and decisions reasonably required for support. Customer remains responsible for its tenants, data, licenses, vendor entitlements, security policies, compliance obligations and business decisions. Customer will not share credentials through unapproved channels or request unlawful access.
15. Administrative access and security
Customer authorizes access only as reasonably necessary to deliver services. The parties will use agreed administrative accounts, least-privilege access and approved channels. Customer controls authorization and should promptly revoke access when no longer required. Security and personal-data obligations are further described in the DPA. 365 Help center is not a backup provider unless the Order Form expressly states otherwise.
16. Confidentiality
Each party will protect the other party’s nonpublic information using reasonable care, use it only to perform or receive services, and disclose it only to personnel and subcontractors with a need to know and confidentiality obligations. Restrictions do not cover information public without breach, already lawfully known, independently developed or lawfully received from a third party. Legally compelled disclosure is permitted with notice where lawful.
17. Limited warranty and disclaimers
365 Help center warrants that services will be performed professionally and substantially in accordance with the Order Form. Customer’s exclusive remedy is reperformance of the affected service or, if not commercially reasonable, termination and a prorated refund of prepaid fees for the affected future period.
Except for the express warranty above, services are provided “as is.” To the maximum extent permitted by law, 365 Help center disclaims implied warranties, including merchantability, fitness for a particular purpose, noninfringement and uninterrupted or error-free operation. Microsoft and third-party services are outside 365 Help center’s control.
18. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, revenue, goodwill or data. Except for excluded claims identified in the signed Agreement, each party’s aggregate liability will not exceed fees paid or payable under the applicable Order Form during the 12 months preceding the event giving rise to the claim.
Any different cap, carve-out or super-cap for confidentiality, data security, infringement, indemnification, gross negligence, willful misconduct or payment obligations must be stated in the signed Agreement and reviewed by counsel.
19. Indemnification
Each party will defend and indemnify the other against third-party claims to the extent caused by its willful misconduct, violation of law, or materials supplied by it that infringe third-party rights, subject to prompt notice, control of defense and reasonable cooperation. The exact scope should be finalized in the signed MSA.
20. Independent-provider notice
365 Help center is owned and operated by Evigur Solutions. Evigur and 365 Help center are independent service providers and are not affiliated with, endorsed by, sponsored by, authorized by or acting on behalf of Microsoft. Microsoft product names identify compatible or supported technologies only. Customers retain responsibility for Microsoft licensing and support entitlements.
21. General
The parties are independent contractors. Neither party may assign the Agreement without the other’s consent, except in connection with a merger, reorganization or sale of substantially all relevant assets. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. Notices must be sent to addresses in the Order Form. If a provision is unenforceable, the remainder continues. Waivers must be written.
The Agreement is governed by the laws of the State of New York, without regard to conflicts rules. Exclusive venue will be state or federal courts located in New York County, New York, unless the Order Form provides arbitration or another forum. The Agreement is the entire agreement concerning its subject matter and may be amended only in writing, including by a mutually accepted electronic record.