These Insight HPE Greenlake aaS Partner Terms (“Terms”) for HPE as-a-service (“aaS”) document the requirements and responsibilities for Clients to purchase HPE’s on-premises and/or cloud based as-a-service offerings (“HPE aaS Solutions”) through Insight. These Terms are applicable in addition to and incorporated into Insight’s Terms and Conditions of Sale. By placing an order to purchase HPE aaS Solutions through Insight, Client acknowledges that it has been provided with access and opportunity to save documents referenced or linked herein and that it irrevocably accepts the terms and conditions stipulated therein and in these Terms.
Insight reserves the right to make changes to these Terms. Insight may terminate these Terms at any time effective 30 days after notice.
1. Definitions
1.1 Agreement: Collectively, to the extent applicable, the following make up the entire agreement of Client with Insight (in ascending order of precedence): (i) the X as a Service Agreement (ii) these Terms, (iii) any Solution Materials agreed as applicable, (iv) Insight Order Form for HPE Greenlake Services. Where this term, “Agreement,” is used in this document, this definition shall prevail against any other versions of the definition in other parts of the Agreement.
1.2 Client: The entity that contracted for the Services through the Reseller.
1.3 Data Privacy and Security Agreement: The HPE data privacy and security terms applicable to the Services as referenced in the Solution Materials and the HPE aaS Terms for Customers.
1.4 HPE: The Hewlett Packard Enterprise group company providing the Services through Insight.
1.5 HPE aaS Commercial Terms: the commercial terms applicable to the sale and purchase of Services as detailed in Section 9.
1.6 HPE aaS Terms for Customers: The terms that govern HPE’s provision of the Services to the Client as detailed in Section 9.
1.7 Insolvency or Bankruptcy Event: A party (a) taking any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (b) suspending, or threatening to suspend, or ceasing or threatening to cease to carry on all or a substantial part of its business; or (c) a Clients financial position deteriorates to such an extent that in TD SYNNEX’s reasonable opinion its capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy;
1.8 Reseller: The HPE-authorized Insight entity identified in the Insight Order Form for Greenlake Services and reselling the Services to the Client.
1.9 Service(s): The services that HPE will perform for the Client, including the provision of HPE intellectual property and Systems for Client’s access, if applicable.
1.10 Solution Material (or Supporting Material): Specifications, service descriptions, data sheets, statements of work, software terms, software-as-a-service terms, additional license authorizations, solution specific terms, warranties, and any other documents (excluding marketing material) referenced in the Solution Material and/or Insight Order Form for HPE Greenlake Services.
1.11 System: The hardware and/or software (including firmware) accessed as part of the Services.
1.12 TD SYNNEX: the TD SYNNEX entity to which Reseller submits its order for provision of the Services.
1.13 X as a Service Agreement: Insight’s XaaS Agreement located at https://www.insight.com/xaas-agreement which is incorporated into this Order Form by reference as if fully set forth herein.
All capitalized terms that are used but not defined in these Terms shall have the meaning given to them elsewhere in the Agreement.
2. Structure Overview and Responsibilities
2.1 Authorization to Purchase
Under these Terms, Client is authorized to purchase HPE aaS Solutions from Insight.
Client acknowledges and agrees that HPE entity, Insight entity and Client entity shall be located in the same country.
Client acknowledges and agrees that the hardware will be installed in the country where the Insight selling entity is located.
2.2 Client’s Responsibilities. Client will comply with the following responsibilities.
2.2.1 Client must comply with each of the terms and conditions listed in the table at Section 9 and the applicable Solution Material, including the Data Privacy and Security Agreement, for the purchased Services. Insight and/or HPE will not provide any services that are not set forth in the HPE aaS Terms for Customers and the Solution Material.
2.2.2 Non-fulfilment of Client’s obligation to pay its debts when due is a material breach of the Insight Terms and Conditions of Trading.
2.2.3 Client will provide all necessary Client information so that Insight, TD SYNNEX and/or HPE can identify and conduct a credit check on Client (and Client hereby authorizes Reseller to share such information with TD SYNNEX and/or HPE). If HPE are not able to perform a satisfactory credit check on Client or if Client fails the credit check, Insight will notify the Client prior to entering into the Agreement.
2.3 HPE Responsibilities
2.3.1 HPE will deliver the Services to Client as described in these Terms, Insight Statement of Work for Greenlake Services , the HPE aaS Terms for Customers and the applicable Solution Material.
2.3.2 HPE will have no obligation to deliver any services not included in the applicable Solution Material or any additional services sold by the Reseller or to comply with any other terms agreed between Insight and the Client.
2.4 Parallel obligations of the parties: The HPE aaS Terms for Customers and applicable Solution Material, including the Data Privacy and Security Agreement create binding delivery obligations from HPE to Client in addition to the respective obligations of the Reseller to Client. When HPE performs the Services, the Reseller shall also be discharged from its respective obligations to the Client.
2.5 Client acknowledges that its compliance with these Terms are of the essence, in particular section 2.2 (Client's Responsibilities) and/or section 2.4 (Parallel Obligations of the Parties) of these Terms. Client agrees that it shall defend, indemnify and hold harmless Reseller from and against any and all claims, costs, charges, penalties, demands, losses, obligations, liabilities, damages and expenses (including reasonable attorneys’ fees) suffered directly or indirectly by Reseller resulting from and against any third-party claim, including any HPE’s claim, arising out of, or in connection with any negligent or wilful breach of any covenant, representation or warranty made by the Client in these Terms or any failure by the Client r to perform or fulfil any of its obligations, covenants or agreements set forth in these Terms. In particular, and without prejudice to any other available rights or remedies Reseller may have under contract, law or otherwise, the Client agrees to reimburse, upon first demand, Reseller of any and all sums Reseller may have to pay to TD SYNNEX or HPE in the event of failure of the Client to comply with section 2.2 (Client's Responsibilities) and/or section 2.4 (Parallel Obligations of the Parties) of these Terms.
3. Purchase Terms
3.1 The payment models for the Services, including the pricing procedure, the default billing cycle and billing frequency, ordering, taxes, and payment terms, are detailed in the HPE aaS Commercial Terms.
3.3 Prices will be described in the Solution Material or Insight Statement of Work for HPE Greenlake Services.
4. Termination
4.1 Termination rights. Either party may terminate the Agreement:
4.1.1 If the other party materially breaches its contractual obligations and fails to remedy the breach within 30 days of receiving written notice of the material breach.
4.1.2 If the other party is subject to an Insolvency or Bankruptcy Event.
4.1.3 Due to HPE’s uncured material breach.
4.1.4 If Insight and/or TD SYNNEX is no longer authorized to distribute or resell HPE aaS Solutions.
4.2 Effects of termination. In the event of a termination of all or any portion of the Services before the expiration of a Commitment period for any reason other than HPE’s uncured material breach or insolvency, including the exercise of any termination for convenience right within a Commitment period, the Client must pay early termination fees equal to the Subscription fee for the impacted Services times the remaining Commitment period. For Services with a ramp-up period, Services will be deemed to include all Systems installed, even if not activated.
5. Reseller Insolvency.
5.1 In the event that Reseller suffers an Insolvency or Bankruptcy Event or is terminated by the Client for Reseller’s uncured breach, HPE and TD SYNNEX will work together with the Client to assist in procuring a substantially similar replacement order (“Replacement Order”) with HPE, TD SYNNEX, or another authorized Reseller.
5.2 This section is only applicable to Services with a remaining committed period at the time of termination and when early termination fees would be due upon termination.
6 Reserved.
7 Coverage for Non-payment.
7.1 This section is only applicable to Services with a remaining committed period at the time of termination and when early termination fees would be due upon termination.
7.2 Novation rights. Reseller may elect to novate the Agreement with the Client to HPE in accordance with the X as a Service Agreement.
7.3 Terms of Novation Rights
7.3.1 Client will remain responsible for payment to Reseller for all amounts incurred prior to the novation.
7.3.2 Once novated, the agreement will be considered a direct agreement between HPE and the Client.
7.3.3 Once novated, the Client agrees to be bound by HPE’s standard payment terms, as follows:
“Invoiced amounts are payable without offset within 30 days of the invoice date”.
7.3.4 Client agrees that, as part of the novation, the following order of precedence shall apply:
“To the extent there is a conflict between the novated agreement and the HPE aaS Terms for Customers and HPE aaS Commercial Terms, the HPE aaS Terms for Customers and HPE aaS Commercial Terms will apply.”
8 General Provisions.
Unless otherwise described in the Solution Material or legal quote, the following general provisions will apply:
8.1 The HPE GreenLake edge-to-cloud platform
8.1.1 Client will be granted access to usage reports via the HPE GreenLake edge-to-cloud platform where the Service is metered.
8.1.2 Client may only use the metering data for the purposes of the Agreement.
8.2 Limitations and Assumptions. Any information associated with metering tools, the process to bill and collect amounts due under the Agreement, or metering or reporting of usage data, if applicable, will be deemed confidential information of HPE.
9 Table of documents referenced in these Terms:
Document name |
URL |
Insight X as a Service Agreement |
|
HPE aaS Terms for Customers |
|
HPE aaS Commercial Terms |
|
HPE’s service-specific Data Privacy and Security Agreements |
|
HPE Hybrid & Private Cloud Solution-Specific Commercial Terms |
HPE Hybrid & Private Cloud Solution-Specific Commercial Terms |
HPE GreenLake Commercial Terms for select solutions |
|
HPE Greenlake Datasheets |