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Cloud Services Reseller Addendum

This Cloud Services Reseller Addendum (“Addendum”) is made by and between the company executing this Addendum (hereafter referred to as “Customer”) and Experience Digital Pty Ltd with a registered office at 11 Albion Way, Surry Hills NSW 2010. (“Experience Digital”) together with each of its Affiliates and subsidiaries, singly referred to as a ‘Party’ and collectively as ‘Parties’.  This Addendum shall be deemed effective as of the date the Customer signs this Addendum and by clicking the “I HAVE READ AND ACCEPT THE TERMS OF ADDENDUM” checkbox displayed below (the “Effective Date”).


The Customer and Experience Digital acknowledge that:

  1. The Customer has entered into an agreement with Experience Digital by which it agreed to Experience Digital’s Master Services Agreement relating to the Customer’s purchase of various products and services from Experience Digital (the “Agreement” or “Terms and Conditions”);
  2. The Customer now wishes to purchase Cloud Services from Experience Digital, and the parties wish to enter into an agreement on the terms set out in this Addendum, in addition to the Master Services Agreement.


1. Definitions

Capitalised terms used but not otherwise defined herein shall have the meaning assigned to them in the Agreement:
  1. “Affiliate” means any entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a Party, where “control” is defined as having:
    1. ownership of more than fifty percent (50%) of the equity securities entitled to vote for the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority); or
    2. the ability to direct or cause the direction of management and policies of a Party by ownership of securities, contract or otherwise.
  2. “Cloud Service” or “Cloud Services” means any resource that is provided over the internet by CSP and offered for sale by Experience Digital to the Customer from time to time including any additional Support Services, as described in the Documentation.
  3. “Cloud Services Provider” or “CSP” means a third-party provider of Cloud Services to End Users through a network of authorised cloud services resellers.
  4. “CSP Agreement” means an agreement between Experience Digital and a CSP enabling Experience Digital to grant the rights and authority granted to the Customer under this Addendum.
  5. “Contract” means any additional supplementary agreement entered into by Experience Digital and pursuant to this Agreement including, but not limited to, Subscription Orders issued by the Customer and accepted by Experience Digital for the Customer’s purchase of Cloud Services from Experience Digital.
  6. “Documentation” means any additional documents, policies, procedures, programs, requirements, criteria and/or information relating to the sale and usage of the Cloud Services, including but not limited to the Authorised Use Policy (as defined herein), Statements of Work, any system requirement documentation, data privacy policy, CSP Specific Addendums and/or Service Level Agreements (“SLAs”). The Customer must accept and comply with, and shall notify its End Users to accept and comply with, the terms of any applicable Documentation. Such Documentation may be provided to the Customer in the form of a CSP Specific Addendum. Experience Digital may update or modify the Documentation from time to time.
  7. “End User” means a user of a Cloud Service.
  8. “Fees” means the fees incurred by the Customer or the End User pursuant to this Addendum, any relevant Contract, or any applicable Documentation.
  9. “CSP Specific Addendum” means any service-specific addendum required by a CSP which is applicable to the Cloud Services to be resold by the Customer to End Users in the Territory. Such CSP Specific Addendum may contain Documentation. It is at the sole discretion of the CSP as to whether or not the Customer is required to enter into a CSP Specific Addendum.
  10. “Support Services” means any additional support services available from Experience Digital and/or the CSP for the applicable Cloud Services as further detailed in any Documentation.
  11. “Territory” means the geographic regions or markets in which Experience Digital is authorised to distribute and shall include all media and channels of distribution.
  12. “Usage Report” means a periodic report generated by CSP and/or Experience Digital for a specific End User. The Usage Report may be sent or made accessible to the Customer for forwarding to the End User, indicating the actual level of Cloud Services usage during a given billing period and will serve as a basis for the invoicing and payment of any Fees.

2. Appointment

Non-Exclusive Appointment

  1. Subject to compliance with the terms of this Addendum, Experience Digital hereby grants the Customer the non-exclusive right and authority to purchase from Experience Digital.

3. Usage Reports

  1. The Customer will be provided with a monthly usage report by Experience Digital or CSP, indicating the level of Cloud Services usage by End Users during a given billing period. The figures in this report will be used to calculated the relevant Fees payable.

4. Prices and Payment Terms

Payment Terms and Direct Debit

  1. Experience Digital shall invoice the Customer monthly in arrears for any Fees.
  2. Any invoices for Fees issued by Experience Digital will be payable by the Customer via direct debit authorisation form provided at the end of this document.
  3. All Fees:
    1. will be charged in accordance with Experience Digital’s or Cloud Services Provider’s price list published at the time, which may be varied by the respective parties in their sole discretion;
    2. are based on actual consumption, and may vary during the Subscription Term depending on usage and the quantity of Cloud Services purchased.
    3. Will be subject to a wholesale discount, with the discount given shared 50% with the Customer.
    4. The discount applied can change at certain times, however Experience Digital commits to providing the discount of 50% at all times.

Suspension of Access

  1. In the event that:
    1. Any Fees owed to Experience Digital by the Customer are thirty (30) days or more overdue, or
    2. The Direct Debit fails, or
    3. The Customer is in breach of the Agreement, including any terms of any CSP Specific Addendum,
then Experience Digital may either:
    1. Suspend, or may request CSP to suspend, the End User’s access to the Cloud Service(s) associated with such delinquent payment;
    2. Charge a late payment surcharge that is calculated at the rate of 2.5% of that amount per calendar month on any overdue amounts as from the due date and compounding monthly until paid.
    3. Choose not to submit Subscription Orders to CSP for orders from the Customer; or
    4. Immediately terminate or suspend the Agreement, this Addendum, or any relevant Contract.
(collectively “Suspension of Access”).
  1. In the event Experience Digital elects or requests a Suspension of Access, the Customer:
    1. May be liable for any Fees, including those associated with such delinquent payment, for the remainder of the Subscription Term;
    2. Acknowledges that a Suspension of Access may result in liability to Experience Digital and/or CSP; and
    3. Agrees to fully indemnify, defend and hold harmless Experience Digital, Experience Digital’s Affiliates and CSP from and against all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgements or settlement amounts arising out of or in connection with any Suspension of Access.

5. Electronic Delivery and Hosting and Data Centre Facilities

  1. Experience Digital shall not be liable for any losses, damages, claims or liabilities arising out of or in connection with an alleged or actual breach of the CSP’s Authorized Use Policy by any Customer or End User. Experience Digital shall not be liable with respect to any breach or error in delivery, loss, damage or interruption to the Cloud Services during the Subscription Term.

Hosting and Data Centre Facilities

  1. The hosting and data centre facilities supporting the Cloud Services delivered by the Customer for usage by the End User shall be provided for and managed by a third party to this Agreement. Experience Digital shall not be liable in respect of any breach or error in delivery, loss, damage or interruption to the Cloud Services during the Subscription Term.
  2. Any error, loss, damage or interruption of Cloud Services discovered by the Customer and/or End User after delivery shall not entitle the Customer and/or End User to rescind the Subscription Order or the remainder of a Contract.

6. Cloud Services Indemnification

  1. The Customer will indemnify, defend and hold harmless Experience Digital and Experience Digital’s Affiliates, directors, officers, employees, agents, contractors, CSPs and End Users from and against all claims, lawsuits, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), judgments or settlement amounts arising out of or in connection with:
    1. any breach of the terms of this Addendum by the Customer; or
    2. any instance where an End User Agreement otherwise fails to protect Experience Digital in the manner described in clause 2.

7. Warranty and Limitation of Liability

  1. Any Warranty and Limitation of Liability for Cloud Services under this Addendum shall be in accordance with the terms of the Agreement.

8. Personal Data Protection

Compliance with Data Protection Laws

  1. During the Term of this Addendum in connection with any processing of personal data which it receives under this Agreement, each Party shall comply with all applicable laws, rules, regulations, regulatory requirements and codes of practice pertaining to data privacy and protection in the Territory (collectively, the “Data Protection Laws”).
  2. Each Party agrees to obtain all necessary consents under the Data Protection Laws and will not pass personal data to third parties without prior notification to the data subject.
  3. Experience Digital may use, store or otherwise process and may transfer or disclose any personal data provided by the Customer to any member of Experience Digital wherever located in the world for the purpose of administration of this Agreement and relationship management on an ongoing basis, and the Customer agrees to inform its employees of the same.
  4. The Customer will have the obligation to take necessary steps to provide prior notice to the data subject (as defined by the Data Protection Laws in the Territory in which the Customer operates) that their information may be used, stored, or otherwise processed by Experience Digital wherever located in the world. The Customer may use, store or otherwise process personal data provided by Experience Digital for relationship management purposes, but shall not pass any personal data to third parties without prior notification to the data subject.
  5. In the event that Experience Digital is managing personal information of the Customer’s agents or customers including End User, this information will be managed in accordance with Experience Digital’s Privacy Policy, which is posted on Experience Digital’s global website at, the terms of which are hereby incorporated herein by reference. Please take note of the export provisions.
  6. In the event the customer is collecting data of its customers, the customer is responsible to adhere to all applicable data privacy laws including notice and consent provisions.

Data Processing Indemnification

  1. Each Party shall defend, indemnify and hold harmless the other Party from and against any and all claims, actions, liabilities, losses, damages and expenses (including reasonable legal expenses) which arise from third party claims and/or government agency actions arising directly or indirectly out of or in connection with a Party’s data processing activities under or in connection with this Addendum, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with any part of the Data Protection Laws.

9. No Conflicts and Entire Agreement

  1. This Addendum (together with all Contracts) constitutes the entire agreement between the Parties with respect to the purchase of Cloud Services and supersedes any and all written or oral agreements previously existing between the Parties and/or their Affiliates with respect to the purchase of Cloud Services from Experience Digital.
  2. Every Contract between Experience Digital and the Customer or any of its subsidiaries shall be subject to the Addendum.
  3. In the event of any conflict between the terms of the Agreement and terms in this Addendum, the terms of this Addendum shall take precedence for the Customer’s Purchase of Cloud Services. In the event of any conflict between the terms and conditions of this Addendum and any applicable CSP Specific Addendum, the terms and conditions of the applicable CSP Specific Addendum shall prevail.


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