Terms
For Microsoft cloud subscriptions, licenses and Azure. Business customers only.
These Terms of Business ("Terms") apply to all sales by ilion ApS, CVR no. 43 00 83 31, Copenhagen, Denmark ("ilion") to the customer ("Customer"), regardless of the Customer's country of residence, and only where the Customer is a business (acts in the course of trade). ilion sells to businesses only; there is no consumer sale. All transactions are commercial purchases between merchants.
For specific contract types, supplementary terms may apply; such supplementary terms take precedence in case of conflict. In case of any discrepancy between these Terms and the Customer's own terms, these Terms apply unless otherwise agreed in writing.
1.1. ilion resells and administers Microsoft cloud subscriptions and licenses (delivered through the Microsoft Cloud Solution Provider programme, "CSP"), Microsoft Azure consumption services, and related advisory and consultancy services (together the "Deliverables").
1.2. The exact Deliverables — products, quantities, plan and term — are specified when the order is placed and stated in the order confirmation or a specific agreement.
1.3. ilion offers its services in tiers: Plan 1 — Microsoft licenses and Azure at cost + 1 %, with no advisory subscription; Plan 2 and Plan 3 — the same cost + 1 % license pricing plus a monthly advisory subscription (EUR 300 and EUR 700 respectively). The cost + 1 % license pricing applies to all plans.
2.1. ilion's prices are built on a single, transparent principle: the Customer pays ilion's documented purchase price from the distributor, plus 1 %. The purchase price is ilion's actual cost from its Microsoft distributor (e.g. Arrow or ALSO) for the licenses or services delivered.
2.2. The 1 % is not a profit margin on the Customer's license volume. It covers billing discrepancies and currency-exchange fluctuations (see clause 3), so that administering the Customer's licenses is cost-neutral for ilion. No other mark-up, handling fee or hidden margin is added, except fees expressly stated in these Terms or separately agreed. ilion's commercial income is its advisory services (Plan 2 and Plan 3), not the Customer's license volume.
2.3. All prices are exclusive of VAT and of any other indirect taxes or public charges (see clause 4).
2.4. Advisory and consultancy services, where agreed, are charged at ilion's hourly rates in force from time to time, unless a fixed price is agreed.
2.5. ilion reserves the right to correct obvious pricing errors.
2.6. The Customer chooses the commitment term and payment frequency for Microsoft licenses when ordering — for example: an annual commitment paid 12 months in advance; an annual commitment paid monthly; or a monthly, no-commitment subscription. For some licenses a longer prepayment (e.g. 36 months) is possible. Microsoft prices these options differently — greater flexibility carries a higher unit price — so the Customer's price reflects the option chosen. The cost + 1 % principle is applied to ilion's distributor cost for the specific option the Customer selects, so the promise holds whichever option is chosen.
2.7. ilion bears its own billing errors. If ilion miscalculates the cost + 1 % price, the error is corrected in the Customer's favour: the Customer never pays more than ilion's actual distributor cost plus 1 %.
3.1. Where ilion's purchase price is in a different currency from the Customer's invoice currency, it is converted using the official daily exchange rate published by Danmarks Nationalbank (the Danish central bank), applied on the invoicing date. ilion's billing system retrieves the rate automatically each day and applies the then-current rate when the invoice is raised.
3.2. Because each invoice is priced on the official daily rate (clause 3.1), the Customer always pays at the then-current official exchange rate. The 1 % uplift absorbs the short-term movement between ilion's purchase from the distributor and the date of invoicing. No separate currency surcharge is applied.
4.1. All prices are exclusive of VAT. ilion sells to businesses only.
4.2. Customers inside the EU (outside Denmark): ilion does not charge Danish VAT. VAT is accounted for by the Customer under the reverse-charge mechanism. The Customer must provide a valid VAT registration number, which ilion validates (VIES). If a valid VAT number cannot be provided, ilion may treat the sale as subject to local VAT rules and charge VAT accordingly.
4.3. Customers outside the EU (e.g. the United Kingdom): the supply is outside the scope of Danish VAT. ilion charges no Danish VAT; the Customer is responsible for any VAT, import duties or other taxes due in its own country under local rules.
4.4. The Customer bears all local taxes, duties and charges arising in the Customer's country.
5.1. Advisory subscriptions under Plan 2 (EUR 300) and Plan 3 (EUR 700) run for a fixed term of 12 months at a time.
5.2. A subscription renews automatically for a further 12 months unless terminated. Termination requires at least 3 months' written notice before the end of the current term.
5.3. A subscription runs until the end of the calendar month in which the last active license under the subscription expires. Termination takes effect on that date.
5.4. In line with Microsoft CSP New Commerce, annual subscriptions cannot be cancelled mid-term once the cancellation window has passed; licenses ordered for the term remain payable for the full term. Prepaid or committed amounts are not refunded on early termination (see clause 9 on refunds).
5.5. Plan 1 (licenses only) carries no binding to ilion. Any binding on a pure license purchase arises solely from Microsoft's own terms (CSP New Commerce — typically a 12-month commitment on annual subscriptions, or monthly terms on monthly subscriptions), according to the commitment the Customer chooses under clause 2.6 — not from ilion. The 12-month advisory binding in clauses 5.1–5.3 applies to Plan 2 and Plan 3 only.
5.6. The binding period and the payment frequency are independent choices. The binding period follows the commitment chosen under clause 2.6: an annual (12-month) commitment binds for 12 months (clause 5.4) and may be paid either 12 months in advance or in monthly instalments, the price reflecting the choice; a monthly, no-commitment subscription may be terminated to the end of a month; a prepaid multi-year commitment binds for the full prepaid period.
6.1. Azure is billed on actual metered consumption, not per seat. Azure consumption is invoiced monthly in arrears on the basis of ilion's documented distributor cost for the consumption, plus the 1 % uplift.
6.2. Pure Azure consumption has no binding period and no notice period: the Customer may stop using or terminate the services at any time, and billing ends once the final consumption has been invoiced (in arrears) and paid. Where the Customer has purchased committed Azure resources (e.g. Azure Reservations or Savings Plans), those committed purchases run for their agreed term (typically 1 or 3 years) under Microsoft's terms for such commitments.
7.1. For a subscription bought under CSP New Commerce, the price is locked for the duration of the subscription term. Microsoft's published price changes during the term do not change the price the Customer pays in that term.
7.2. At renewal, the new term is priced on ilion's then-current distributor cost plus 1 %, reflecting any Microsoft price or programme change in force at renewal. ilion will notify the Customer of a renewal price change before the renewal takes effect.
7.3. Currency-driven movements in distributor cost are handled under clauses 2 and 3.
8.1. An order becomes binding on ilion only when the Customer has received a written order confirmation, or on delivery. An order is taken at the price in force when ilion issues the order confirmation.
8.2. If the order confirmation deviates from the Customer's order, the Customer must notify ilion within 7 days of the order date; otherwise the order confirmation applies.
8.3. A quotation from ilion is binding on ilion only if conforming acceptance is received by ilion before the quotation's stated expiry, or within 14 days of the quotation if no expiry is stated.
9.1. Advisory subscriptions (Plan 2 and Plan 3) are invoiced monthly in advance. Microsoft licenses are invoiced according to the payment frequency the Customer selects under clause 2.6 (e.g. 12 months in advance, or monthly). Azure consumption is invoiced monthly in arrears (clause 6). The due date is 14 days net from the invoice date, unless otherwise agreed in writing.
9.2. On late payment, interest accrues from the due date at 2 % per commenced month, and ilion may charge a reminder fee per invoice and recover external collection costs. Where mandatory law (for example the Danish late-payment provisions of the Interest Act, renteloven) grants a higher interest rate or a fixed recovery fee, that mandatory minimum applies.
9.3. On late payment, ilion may suspend the Customer's access to the Deliverables until full payment is received.
9.4. The Customer must pay on the due date regardless of any complaint, and is not entitled to set-off.
9.5. Refunds and cancellation: as ilion sells to businesses only, there is no consumer right of withdrawal. Subscriptions and committed/prepaid amounts are non-refundable except where a Microsoft refund is actually obtained and passed through, or as required by mandatory law.
10.1. The Deliverables are subject only to the warranties, service levels and remedy periods of Microsoft (and any other underlying supplier) and the terms applying to them. ilion gives no independent warranty beyond this.
10.2. Support requests must be sent to support@ilion.dk. ilion guarantees a response within 4 working hours on Danish business days (Monday–Friday) — this is a guarantee of a response, not that the issue is resolved within that time. The response guarantee applies to all customers, regardless of plan.
10.3. ilion gives no independent uptime or availability guarantee; the applicable service levels are those of Microsoft (and any other underlying supplier), passed through under clauses 10.1 and 11.
11.1. The Deliverables include Microsoft software and services. The Customer must accept and comply with the Microsoft Customer Agreement and the applicable Microsoft product/license terms in force from time to time, regardless of whether the license is obtained through ilion or directly.
11.2. ilion is not liable for the functionality of third-party software, or for changes to third-party license terms.
12.1. ilion is not liable for indirect or consequential loss, including loss of profit, goodwill, anticipated savings, production loss, loss or corruption of data, loss because the Deliverables cannot be used as assumed, or loss arising from a third-party agreement lapsing or being breached. ilion's liability in damages extends only to loss caused by gross negligence.
12.2. ilion's total liability for any loss cannot exceed an amount equal to three months' payment for the Deliverables on which the claim is based, provided the agreement has run for at least three months; if it has run for less than three months, liability is limited to the amount actually paid.
12.3. Claims relating to Deliverables provided by an underlying supplier (e.g. Microsoft) cannot be raised against ilion beyond the supplier's own obligations. ilion excludes all implied warranties to the extent permitted by mandatory law.
13.1. Where Microsoft processes the Customer's data, processing is governed by the Microsoft data-protection terms accepted by the Customer under clause 11.
13.2. Where ilion processes personal data on the Customer's behalf — including where ilion exercises delegated administrative access to the Customer's Microsoft environment as a CSP — such processing is governed by ilion's Data Processing Agreement (Annex 1), which forms part of these Terms and meets the requirements of Article 28 of the GDPR.
14.1. Each party keeps confidential the other party's confidential business information, except where disclosure is required by law.
15.1. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, strikes, fire, currency restrictions, cyber-attacks, and import/export restrictions, for as long as the event lasts.
16.1. ilion may assign its rights and obligations to a group company. Other assignment requires the other party's consent, not to be unreasonably withheld.
17.1. ilion may amend these Terms on one month's notice. The version in force at the time of the order/renewal applies to that term.
18.1. These Terms are governed by Danish law, excluding Danish conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). Proceedings brought by the Customer against ilion must be brought before ilion's home court (ilion's hjemting). Proceedings brought by ilion against the Customer may be brought before ilion's home court or the Customer's home court, at ilion's choice. This choice of Danish law and Danish venue applies regardless of the Customer's country of residence.
Last updated: 30 June 2026.