Google Workspace

Google Workspace (Online) Agreement

  • This Google Workspace Enterprise Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland with offices at Gordon House, Barrow Street, Dublin 4, Ireland (“Google”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the date on which Customer clicks the “I Accept” button below (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that you: (i) have full legal authority to bind Customer to these terms and conditions; (ii) have read and understood this Agreement; and (iii) agree to this Agreement on behalf of Customer. If you do not have the legal authority to bind Customer, please do not click the “I Accept” button below. This Agreement governs Customer’s access to and use of the Services.

    • 1. Services.

      • 1.1 General. Google will provide the Services in accordance with this Agreement including the SLA. Google will provide Customer with an Admin Account to use for administering the End User Accounts and other features of the Services. Customer shall: administer End User Accounts using the Admin Console and Admin Tools, and determine the Services to be provided to End Users. Customer may request End User Accounts by: (a) notifying its designated Google Account Manager; or (b) ordering End User Accounts via the Admin Console.

      • 1.2 Modifications to the Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer via such method as Google may elect provided that Customer has subscribed with Google to be informed about such changes.

      • 1.3 Modifications to URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to any of the URL Terms, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the Admin Console. Any such change to the URL Terms will take effect 30 days after Customer is informed of it, unless Customer is on an Annual Plan, and the change has a material adverse impact on Customer, in which case if Customer notifies Google via the Help Centre of Customer’s objection to the change within 30 days after being informed of it Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term for the affected Services. If the affected Services are then renewed in accordance with this Agreement, they will be renewed under Google's then current URL Terms.

      • 1.4 Ads. The default setting for the Services does not allow Google to serve Ads. Customer may change this setting in the Admin Console and such change will constitute Customer’s authorisation for Google to serve Ads. If Customer enables the serving of Ads, it may revert to the default setting at any time and Google will cease serving Ads on such reversion.

      • 1.5 Customer Domain Name Ownership. Prior to providing the Services Google may verify that Customer owns or controls the Customer Domain Names. If Customer does not own or control the Customer Domain Names, then Google will have no obligation to provide Customer with the Services.

      • 1.6 Google Vault. If Customer purchases Google Vault, subject to payment of the applicable Fees, the following terms apply:

        • a. Retention. Google will retain the applicable archived Customer Data for the period selected in the Services by the Administrator, but only if Customer renews Google Vault for the entire retention period. If the Google Vault Services expire or are terminated in accordance with the terms of the Agreement, Google’s obligation to retain the archived Customer Data will immediately terminate.

        • b. Additional Purchases. With each additional purchase of End User Accounts for the Services, Customer will receive access to, and will be invoiced for, Google Vault for that same number of End User Accounts.

    • 2. Data Processing.

      • 2.1 Data Protection Legislation. In this Agreement the terms “personal data”, “processing”, “controller” and “processor” shall have the meanings ascribed to them in the EU Directive. The parties agree and acknowledge that the Data Protection Legislation applies to the processing of Customer Data.

      • 2.2 Processor. For the purposes of this Agreement and in respect of Customer Data, the parties agree that Customer shall be the controller and Google shall be a processor. Customer shall comply with its obligations as a controller and Google shall comply with its obligations as a processor under the Agreement. Where a Customer Group Company is the controller (either alone or jointly with the Customer) with respect to certain Customer Data, Customer represents and warrants to Google that it is authorized to instruct Google and otherwise act on behalf of such Customer Group Company in relation to the Customer Data in accordance with the Agreement, as amended.

      • 2.3 Scope of Processing. Customer instructs Google to process Customer Data for the following purposes: (a) to comply with Instructions, (b) to provide the Services (as selected by the Customer via the Admin Console); (c) to provide product features to facilitate Customer’s use of Services and tools for the Customer to create content; (d) to operate, maintain and support the infrastructure used to provide the Services; and (e) to respond to customer support requests. Google will only process Customer Data in accordance with this Agreement and will not process Customer Data for any other purpose. Google only processes Customer Data that is transmitted by Customer or End Users via the Services.

      • 2.4 Other Services. Customer acknowledges that if it installs, uses, or enables Additional Products that interoperate with the Services but are not part of the Services itself, then the Services may allow such Additional Products to access Customer Data as required for the interoperation of those Additional Products with the Services. The Agreement does not apply to the processing of data transmitted to and from such other Additional Products. Such separate Additional Products are not required to use the Services and may be restricted for use as determined by Customer’s system administrator in accordance with the Agreement.

      • 2.5 Data Security. Google will take and implement appropriate technical and organisational measures to protect Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access (“Security Measures”).

      • 2.6 Google Staff. Google will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance.

      • 2.7 Security Incident. If Google becomes aware of a Security Incident Google will notify Customer of such Security Incident as soon as reasonably practicable, having regard to the nature of such Security Incident. Google will use commercially reasonable efforts to work with Customer in good faith to address any known breach of Google’s security obligations under the Agreement. Google will send any applicable notifications regarding a Security Incident to Customer. Customer is solely responsible for fulfilling any third party notification obligations.

      • 2.8 Security Certification. During the Term, Google will maintain its ISO/IEC 27001:2005 Certification or a comparable certification (“ISO Certification”) for the Services.

      • 2.9 Security Audit. During the Term, Google will maintain its Statement on Standards for Attestation Engagements (SSAE) No. 16 Type II / International Standards for Assurance Engagements (ISAE) No. 3402 report (or a comparable report) on Google’s systems examining logical security controls, physical security controls, and system availability (“Audit Report”) as related to the Services. At least every 18 months, Google will instruct a third party to produce an updated Audit Report. A summary of the Audit Report is available on Google’s website.

      • 2.10 Data Correction, Blocking and Deletion. For the term of the Agreement Google will provide Customer or End Users with the ability to correct, block, export and delete Customer Data in a manner consistent with the functionality of the Services. Once Customer or End User deletes Customer Data (and such Customer Data cannot be recovered by the Customer or End User, such as from the “trash”) Google will delete such Customer Data from its systems as soon as reasonably practicable and within a maximum period of 180 days.

      • 2.11 Access to Data. Google will make available to Customer the Customer Data in accordance with the terms of the Agreement in a manner consistent with the functionality of the Services, including the applicable SLA. To the extent Customer, in its use and administration of the Services, does not have the ability to amend or delete Customer Data, (as required by applicable law) or migrate Customer Data to another system or service provider, Google will comply with any reasonable requests by Customer to assist in facilitating such actions to the extent Google is legally permitted to do so and has reasonable access to the Customer Data.

      • 2.12 Data Privacy Officer. The Data Privacy Officer of Google can be contacted at: enterprise-dpo@google.com.

      • 2.13 Data Transfers. As part of providing the Services, Google may transfer, store and process Customer Data in the United States or any other country in which Google or its Group Companies maintain facilities.

      • 2.14 Safe Harbor. During the Term, Google Inc., will remain enrolled in the U.S Department of Commerce Safe Harbor Program (“Safe Harbor”) or will adopt an alternative compliance solution that achieves compliance with the terms of the Directive for transfers of personal data to a third country. While Google Inc. remains enrolled in Safe Harbor: (i) the scope of Google Inc.'s Safe Harbor certification will include Customer Data; and (ii) the Google Group’s processing practices in respect of Customer Data will remain consistent with those described in Google Inc.'s Safe Harbor certification and the Safe Harbor Privacy Principles.

      • 2.15 Subprocessors. Google may engage Subprocessors to provide limited parts of the Services. Google will ensure that Subprocessors only access and use Customer Data in accordance with the terms of the Agreement and that they are bound by written obligations that require them to provide at least the level of data protection required by the Safe Harbor Privacy Principles. Customer consents to Google subcontracting the processing of Customer Data to Subprocessors in accordance with the terms of the Agreement. At the written request of the Customer, Google will provide additional information regarding Third Party Suppliers and their locations. Customer will send such requests to the Data Privacy Officer at: enterprise-dpo@google.com.

    • 3. Customer Obligations.

      • 3.1 Compliance. Customer will ensure that Customer and End Users use the Services in accordance with the Acceptable Use Policy. . Google may make new applications, features or functionality available from time to time through the Services, the use of which may be subject to Customer’s agreement to additional terms. In addition, Google will make available other Non-Google Workspace Products (beyond the Services) available to Customer and its End Users in accordance with the Non-Google Workspace Product Terms and the applicable product-specific Google terms of service. If Customer does not wish to enable any of the Non-Google Workspace Products, Customer can choose to enable or disable (as the case may be) the Non-Google Workspace Products (or any of them) at any time through the Admin Console. Customer agrees that its use of the APIs is subject to the API Terms of Use.

      • 3.2 Aliases. Customer is solely responsible for monitoring, responding to, and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Name(s). Customer agrees that Google may monitor emails sent to these aliases for Customers Domain Name(s) to allow Google to identify Services abuse.

      • 3.3 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorised to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with this Agreement. Customer acknowledges and agrees that Google is not responsible for the internal management or administration of Customer’s electronic messaging system or messages.

      • 3.4 End User Consent. Customer’s Administrators have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts through the Admin Console and / or Admin Tools. Customer will obtain and maintain all required consents from End Users to allow: (a) such Customer access, monitoring, use and/or disclosure; and (b) Google to provide the Services in accordance with this Agreement.

      • 3.5 Unauthorised Use. Customer will use its reasonable endeavours to prevent unauthorised use of or access to, the Services, and to terminate any unauthorised use. Customer will promptly notify Google of any unauthorised use of, or access to, the Services of which it becomes aware.

      • 3.6 Restrictions on Use. Except to the extent expressly permitted in this Agreement or otherwise agreed by Google in writing, Customer will not, and will use its reasonable endeavours to make sure a third party does not: (a) sell, resell or, lease the Services to a third party or otherwise make the Services available on a paid basis to a third party; (b) attempt to reverse engineer the Services or any component of the Services except as permitted by law; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that would be controlled for export under the Export Control Laws. Without limiting Google’s rights with respect to any other breach of this Clause 3.6, breach of Clause 3.6 (e) will be considered a material breach incapable of remedy under Clause 11.1(a).

      • 3.7 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent permitted by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Google only if it cannot reasonably obtain such information itself.

    • 4. Billing and Payment.

      • 4.1 Billing. Customer may elect one of the following billing options, or from among other options offered by Google on the Order Page, when Customer places its order for the Services, provided that Google may change or terminate its offering of billing options at any time upon 30 days written notice (which may be by email) to Customer. Billing options may not be available to all customers.

        • a. Monthly Plan. If Customer selects this option, Customer will not be committed to purchase the Services for a pre-defined term, but will pay for the Services on a monthly basis. Google will bill Customer: (i) Fees based upon Customer’s daily usage of the Services during the preceding month; and (ii) monthly in arrears for its use of the Services. Google will provide Customer with the monthly rate for the Services when Customer orders the Services, and will use this rate to calculate the Fees, on a prorated basis, for Customer’s daily usage in a given month. Any partial day of Services usage will be rounded up to a full day of Services usage for the purposes of calculating Fees. Customer may pay for the Services using the payment options listed below.

        • b. Annual Plan. If Customer selects this option, Customer will be committed to purchasing the Services from Google for an annual term. Google will bill Customer according to the terms associated with Customer’s elections on the Order Page.

        • c. Alternative Billing. Google may offer Customer alternative billing options or plans from time to time (for example, on the Order Page). If Customer accepts an alternative billing option or plan, the terms of that option or plan shall apply as identified in the offer.

      • 4.2 Payment. All payments are due in the currency indicated on the Order Page or invoice (as applicable). Customer will pay for the Services by one of the methods below, which Customer shall select when placing its order for the Services or as described in Clause 4.2(c). Payment methods may not be available to all customers.

        • a. Credit Card, Debit Card or Direct Debit. Fees for orders payable by credit card, debit card or direct debit of Customer’s bank account are due at the end of the month during which Customer received the Services. Google will charge Customer’s credit card or debit card, or debit Customer’s bank account ( as applicable) for all applicable Fees when due, and these Fees will be considered overdue 30 days after the end of the month in which Customer received the Services.

        • b. Invoices. Fees for invoiced orders are due 30 days after the invoice date, unless otherwise specified on the Order Page, and are considered overdue after such date.

        • c. Other Forms of Payment. Google may, in its sole discretion, enable other forms of payment by making them available within the Admin Console. Customer may change its payment method to any of those available in the Admin Console by selecting it as Customer’s preferred payment method. These other methods of payment may be subject to additional terms which Customer may have to accept prior to using the relevant form of payment.

      • 4.3 Late Payments. Google may charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time, from the due date until the date of actual payment, whether before or after judgment, on any overdue Fees Customer will be responsible for all reasonable expenses (including legal fees) incurred by Google in collecting overdue and unpaid amounts, except where such overdue and unpaid amounts are due to Google’s billing inaccuracies.

      • 4.4 Suspension for Non-Payment.

        • a. Automatic Suspension. If Customer does not pay Google any overdue Fees within 30 days of their due date Google will automatically suspend Customer’s use of the Services until Customer pays Google all outstanding Fees.

        • b. During Suspension. If Customer is on the Monthly Plan and is suspended for non-payment, Google will not charge the Fees while Customer is suspended. If Customer has an annual commitment to Google for the Services, Google will continue to charge the Fees while Customer is suspended.

        • c. Termination After Suspension. If any overdue Fees are not paid within 60 days of their due date, Google may immediately terminate this Agreement on written notice (which may be by email) to Customer.

      • 4.5 Invoice Disputes. Any invoice disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.

      • 4.6 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will inform Google and Google will include such purchase order number on invoices following receipt. If Customer does not provide a purchase order number, Customer waives any purchase order requirement and (a) Google will invoice Customer without a purchase order number; and (b) Customer agrees to pay invoices without a purchase order number referenced. The parties agree that none of the terms and conditions of any purchase order issued by Customer will apply to or modify this Agreement and that any terms or conditions in such purchase orders are null and void.

      • 4.7 Taxes. Customer is responsible for any Taxes, and Customer will pay Google for the Services without any reduction for such amounts. If Google is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Google with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Google, Customer must provide Google with an official tax receipt or other appropriate documentation to support such payments.

    • 5. Technical Support Services.

      • 5.1 By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Customer will use its reasonable endeavours to resolve support issues before escalating them to Google in accordance with Clause 5.2.

      • 5.2 By Google. If Customer is unable to resolve a support issue in accordance with Clause 5.1, then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Google will respond in accordance with the TSS Guidelines.

    • 6. Suspension.

      • 6.1 Of End User Accounts by Google. If Google becomes aware of an End User Account being used in non-compliance with this Agreement, then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google’s request to Suspend an End User Account, then Google may do so. The Suspension will remain in effect until the applicable End User has remedied the breach which caused the Suspension.

      • 6.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may automatically Suspend the impacted End User Accounts. Suspension will be to the minimum extent and of the minimum duration required, in Google’s opinion to prevent or terminate the Emergency Security Issue. If Google Suspends any End User Account(s) for any reason without prior notice to Customer, at Customer’s request, Google will provide Customer the reason for the Suspension as soon as is reasonably practicable.

    • 7. Confidential Information.

      • 7.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, Subprocessors, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities may use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

      • 7.2 Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

    • 8. Intellectual Property Rights; Brand Features; Publicity.

      • 8.1 Intellectual Property Rights. Except as expressly stated otherwise in this Agreement, neither party shall acquire any right, title, or interest in any Intellectual Property Rights belonging to the other party, or the other party’s licensors. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Services.

      • 8.2 Display of Brand Features. Except as expressly permitted in this Agreement, neither party may display or use the other party’s Brand Features without the other party’s prior written consent. Google may display only those Customer Brand Features authorized by Customer (such authorization is deemed to be provided by Customer uploading it’s Brand Features into the Services), and only within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. If Customer wants to display Google Brand Features in connection with the Services, Customer will comply with the Trademark Guidelines. Google may display Google Brand Features on the Service Pages to indicate that the Services are provided by Google.

      • 8.3 Brand Features Limitation. All goodwill arising from the use by either party of the other party’s Brand Features will belong to such other party. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice at any time on reasonable written notice.

      • 8.4 Publicity. Customer agrees that Google may include Customer’s name or Brand Features in a list of Google customers, online or in promotional materials. Customer also agrees that Google may verbally reference Customer as a customer of the Google products or services that are the subject of this Agreement. This Clause is subject to Clause 8.3.

    • 9. Warranties.

      • 9.1 Warranties. Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.

      • 9.2 Disclaimers. Subject to Clause 13.1(b), no conditions, warranties or other terms apply to any Services or to any other goods or services supplied by Google under this Agreement unless expressly set out in this Agreement. For clarity, no implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).

    • 10. Term.

      • 10.1 Agreement Term. This Agreement will remain in effect for the Term, unless terminated earlier in accordance with its terms.

      • 10.2 Services Term and Purchases During Services Term. Google will provide the Services to Customer during each Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term.

      • 10.3 Revising Rates. Google may revise its rates: (a) for any Renewal Term by providing Customer with written notice (which may be by email) at least thirty days prior to the start of such Renewal Term; or (b) for the Monthly Plan by providing Customer with at least 30 days’ prior written notice (which may be by email).

      • 10.4 Renewal.

        • a. Renewal with Monthly Plan. If Customer has a Monthly Plan Customer is not committed to purchase the Services for a pre-defined term. As a result, there is no renewal event for the Monthly Plan. Rather, Google will continuing billing Customer for the Fees as described in Clause 4.1(a) above.

        • b. Renewal with Annual Plan. If Customer has an Annual Plan, the Services will renew at the end of each Services Term in accordance with Customer’s elections on the Order Page or Admin Console.

        • c. End User Accounts. Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Google via the Admin Console. Customer will continue to pay Google the then-current Fees, according to the applicable billing plan, for each renewed End User Account unless Customer and Google mutually agree otherwise.

        • d. Non-Renewal by Google. If Google does not want the Services to renew, Google will provide Customer with written notice (which may be by email) to this effect at least fifteen days prior to the end of the then-current Services Term. This notice of non-renewal will be effective on expiry of the then-current Services Term, when the Agreement shall automatically terminate.

    • 11. Termination

      • 11.1 Termination in General.

        • a. Termination for Breach. Either party may suspend performance and/or terminate this Agreement, (including all Order Pages entered into under it) with immediate effect, if the other party: (i) is in material breach of this Agreement where the breach is incapable of remedy; (ii) is in material breach of this Agreement two times or more notwithstanding any remedy of such breach; or (iii) is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty days after receiving written notice of such breach.

        • b. Termination for Insolvency. Either party may suspend performance and/or terminate this Agreement (including all Order Pages entered into under it) with immediate effect, if: (i) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (ii) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

      • 11.2 Termination under Specific Billing Options.

        • a. Termination under Monthly Plan. If Customer is on a Monthly Plan, Customer may terminate this Agreement for convenience at any time via the Admin Console, and Google may terminate this Agreement for convenience at any time on written notice (which may be by email) to Customer. If either party terminates this Agreement under this Clause 11.2(a), or Google terminates the Agreement under Clause 4.4(c), Customer shall pay Google any outstanding Fees under the Monthly Plan using Customer’s then-applicable payment method.

        • b. Termination under Annual Plan. Under an Annual Plan, Customer cannot terminate prior to expiry of its then-current Services Term. For clarity, termination of the Agreement by Google under Clause 4.4 (c) or 11.1 shall not relieve Customer of its obligation to pay such amount of Customer’s annual commitment as may remain unpaid as of the date of termination.

      • 11.3 Change of Control. Either party may terminate this Agreement immediately upon written notice if there is a Change of Control of the other party, other than in the context of an internal restructuring or reorganisation of its Group Companies. In this clause the term "Control" shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction of another person and "Change of Control" is to be construed accordingly. The party experiencing such Change of Control will notify the other party in writing of this within 30 days after the Change of Control. If the terminating party has not exercised its right of termination under this clause within 30 days following receipt of notice of the other party’s Change of Control, that right of termination will expire.

      • 11.4 Effects of Termination. If this Agreement (including all Order Pages) terminates or expires, then: (i) the rights granted by one party to the other will cease immediately; (ii) Google will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Google’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Google will delete Customer Data by removing pointers to it on Google’s active and replication servers and overwriting it over time; and (iv) upon request each party will promptly use reasonable endeavours to return or destroy all other Confidential Information of the other party.

    • 12. Indemnification.

      • 12.1 If Customer receives a claim from a third party that either Google’s or any Google Group Company’s technology used to provide the Services or any Google Brand Feature infringe(s) any copyright, trade secret or trade mark of such third party (an “IP Claim”), Customer will: (a) promptly notify Google; (b) provide Google with reasonable information, assistance and cooperation in responding to and, where applicable, defending such IP Claim; and (c) give Google full control and sole authority over the defence and settlement of such IP Claim. Customer may appoint its own supervising counsel of its choice at its own expense.

      • 12.2 Provided Customer complies with Clause 12.1 and subject to Clause 12.3, Google will accept full control and sole authority over the defence and settlement of such IP Claim and will indemnify Customer against all damages and costs awarded for such IP Claim, settlement costs approved in writing by Google in relation to such IP Claim, reasonable legal fees necessarily incurred by Customer in relation to such IP Claim and reasonable costs necessarily incurred by Customer in complying with Clause 12.1(b).

      • 12.3 Google will not have any obligations or liability under this Clause 12 in relation to any IP Claim arising from: (a) use of the Services or Google Brand Features in breach of this Agreement, in a modified form or in combination with Third Party Products; and/or (b) any content, information or data provided to Google by Customer, End Users or any other third parties.

      • 12.4 Google may (at its sole discretion) suspend Customer’s use of any Services which are alleged, or believed by Google, to infringe any third party’s Intellectual Property Rights, or modify such Services to make them non-infringing. If the foregoing option is not commercially reasonable, Google may suspend or terminate Customer’s use of the impacted Services. If any suspension under this clause continues for more than 30 days, Customer may, at any time until use of the applicable Services is reinstated, terminate this Agreement immediately upon written notice. If the Services are terminated in accordance with this Clause 12.4, then Google will provide a pro-rated refund of any Fees actually paid by Customer applicable to the period following termination of the Services.

      • 12.5 If Google receives a claim from a third party that the Customer Data, Customer Domain Name(s) and/or Customer Brand Features infringe any Intellectual Property Rights of such third party (a “Customer IP Claim”), Google will: (a) promptly notify Customer; (b) provide Customer with reasonable information, assistance and cooperation in responding to and, where applicable, defending such Customer IP Claim; and (c) give Customer full control and sole authority over the defence and settlement of such Customer IP Claim. Google may appoint its own supervising counsel of its choice at its own expense.

      • 12.6 Provided Google complies with Clause 12.5, Customer will accept full control and sole authority over the defence and settlement of such Customer IP Claim and will indemnify Google against all damages and costs awarded for such Customer IP Claim, settlement costs approved in writing by Customer in relation to such Customer IP Claim, reasonable legal fees necessarily incurred by Google in relation to such Customer IP Claim and reasonable costs necessarily incurred by Google in complying with Clause 12.5(b).

      • 12.7 This Clause 12 states the parties’ entire liability and exclusive remedy with respect to infringement of a third party’s Intellectual Property Rights.

    • 13. Limitation of Liability.

      • 13.1 Nothing in this Agreement shall exclude or limit either party’s liability for: (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; (c) breach of any implied condition as to title or quiet enjoyment; or (d) misuse of confidential information.

      • 13.2 Save to the extent that this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability under Clause 12 (Indemnification).

      • 13.3 Subject to Clauses 13.1 and 13.2, neither party shall be liable under this Agreement (whether in contract, tort (including negligence) or otherwise) for any of the following losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this Agreement):

        • a. loss of actual or anticipated profits (including loss of profits on contracts);

        • b. loss of anticipated savings;

        • c. loss of business opportunity;

        • d. loss of reputation or damage to goodwill; and

        • e. special, indirect or consequential losses.

      • 13.4 Subject to Clauses 13.1, 13.2 and 13.3, each party's liability under this Agreement (whether in contract, tort (including negligence) or otherwise) for all causes of action arising in any Contract Year shall be limited to the greater of: (a) 125% of the total amount paid and payable by Customer under this Agreement in that Contract Year; or (b) £50,000.

    • 14. Miscellaneous.

      • 14.1 Notices. Unless otherwise specified in this Agreement, all notices of termination or breach must be in English, in writing, addressed to the other party’s Legal Department and sent to Customer’s registered office address (or the address set out on the Order Page) or to legal-notices@google.com (as applicable) or such other address as either party has notified the other in accordance with this Clause 14.1. All such notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address.

      • 14.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other, except for an assignment to any Group Company where: (i) the assignee has agreed in writing to be bound by the terms of this Agreement; (ii) the assignor has notified the other party of such assignment; and (iii) where Customer is the assignor, the assignee has passed any relevant credit checks required by Google.

      • 14.3 Sub-contracting. Subject to Clause 2.15, either party may sub-contract its obligations under this Agreement, in whole or in part, without the prior written consent of the other, provided that the sub-contracting party remains fully liable for all such sub-contracted obligations and accepts full liability as between the parties for the actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.

      • 14.4 Force Majeure. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control.

      • 14.5 Suspension to Comply with Applicable Law. Google may (at its sole discretion) suspend the provision of any Services or modify any Services at any time to comply with any applicable law. If any suspension under this clause continues for more than 30 days, Customer may, at any time until use of the applicable Services is reinstated, terminate this Agreement immediately upon written notice. If the Agreement is terminated in accordance with this Clause 14.5, Google will provide a pro-rata refund of any unearned Fees actually paid by Customer applicable to the period following termination of such Services.

      • 14.6 No Waiver. Failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such (or any other) right or remedy.

      • 14.7 Severability. The invalidity, illegality or unenforceability of any term (or part of a term) of this Agreement shall not affect the continuation in force of the remainder of the term (if any) and this Agreement.

      • 14.8 No Agency. Except as expressly stated otherwise, nothing in this Agreement shall create an agency, partnership or joint venture of any kind between the parties.

      • 14.9 No Third-Party Beneficiaries. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

      • 14.10 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.

      • 14.11 Governing Law.

        • a. This Agreement and any dispute (contractual or non-contractual) concerning this Agreement or its subject matter or formation (a “Dispute”) is/are governed by English law.

        • b. Any Dispute shall be referred to and finally resolved by arbitration under the rules of the LCIA, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitration shall be English.

        • c. This Clause 14.11 shall be without prejudice to the right of either party to apply to any court of competent jurisdiction for emergency, interim or injunctive relief (together "Interim Relief"). Except where Customer has its registered office or principal place of business in Russia or Ukraine, such Interim Relief shall be subject to review and subsequent adjudication by the arbitral tribunal such that any dispute in respect of Interim Relief shall be determined by the arbitral tribunal.

      • 14.12 Amendments. Any amendment must be in writing, must expressly state that it is amending this Agreement, and must be signed by both parties.

      • 14.13 Entire Agreement. Subject to Clause 13.1(b), this Agreement sets out all terms agreed between the parties in relation to its subject matter and supersedes all previous agreements between the parties relating to the same. In entering into this Agreement neither party has relied on any statement, representation or warranty not expressly set out in this Agreement.

      • 14.14 Interpretation of Conflicting Terms. If there is a conflict between this Google Workspace Enterprise Agreement (excluding terms located at any URL) and the terms located at any URL, this Google Workspace Enterprise Agreement (excluding such terms) will take precedence.

      • 14.15 Translations. If this Agreement is translated into any other language and there is any conflict or inconsistency between this Agreement and the translation, this Agreement shall, in respect of the conflict or inconsistency, take precedence.

    • 15. Definitions.

      • 15.1 In this Agreement unless expressly stated otherwise:

        • "Acceptable Use Policy" means the acceptable use policy as may be updated from time to time for the Services located at: https://www.google.com/apps/terms/use_policy.html or such other URL as may be provided by Google.

        • “Additional Products” means products, services and applications (whether made available by Google or a third party) that are not part of the Services.

        • "Admin Account" means the administrative account provided to Customer by Google for the purpose of administering the End User Accounts. The use of the Admin Account requires a password, which Google will provide to Customer.

        • "Admin Console" means the online tool provided by Google to Customer for use in reporting and certain other administration functions.

        • "Admin Manager" means the Google business person working with Customer regarding Customer’s purchase of the Services.

        • "Admin Tool" means online tools or APIs, or both, provided by Google to Customer to be used by Customer in connection with Customer’s administration of the Services for End Users, which may include, among other things, account maintenance and enforcement of Customer usage policies.

        • "Administrators" mean the Customer-designated technical personnel who administer the Services for End Users on Customer’s behalf.

        • "Ads" means online advertisements displayed by Google to End Users.

        • "Annual Plan” means a billing option that commits the Customer to purchasing the Services from Google for an annual term.

        • "APIs" means the Google APIs from time to time listed at here: https://developers.google.com/google-apps/app-apis or such other URL as may be provided by Google.

        • "API Terms of Use" means the terms of use as may be updated from time to time located at: https://www.google.com/a/help/admins/api_terms.html or such other URL as may be provided by Google.

        • "Audit Report" has the meaning given in Clause 2.9.

        • "Brand Features" means each party’s trade names, trademarks, logos, domain names and other distinctive brand features.

        • "Confidential Information" means information disclosed by one party to the other party under this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential.

        • "Contract Year” means a period of one year starting on the Effective Date or the relevant anniversary of the Effective Date (as appropriate).

        • "Customer Data” means data (including personal data) provided, generated, transmitted or displayed via the Services by Customer, its Group Companies or End Users.

        • "Customer Domain Name(s)" mean the domain name(s) owned or controlled by Customer, which will be used in connection with the Services and specified on the Order Page.

        • "Data Protection Legislation" means the national provisions adopted pursuant to the EU Directive, in the country in which the Customer is established.

        • "Emergency Security Issue" means either: (a) an End User’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other End Users’ use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

        • "End Users" means the individuals Customer permits to use the Services.

        • "End User Account” means Google-hosted account established by Customer through the Services for an End User.

        • "EU Directive" means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.

        • "Export Control Laws" means all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.

        • "Fees" means the amounts charged to Customer by Google for the Services.

        • "Google Workspace Core Services" means the services (e.g. Google Workspace and Google Vault) specified in the Order Page which are more fully described at: https://www.google.com/a/help/users/user_features.html, or such other URL as Google may provide.

        • "Google Group” means those Google Group Companies that may be used to provide the Services to Customer.

        • "Group Company" means in relation to each of the parties: (a) any parent company of that party; and (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same person or group of persons as that party.

        • "Help Centre" means the Google help centre accessible at https://www.google.com/support/ or such other URL as may be provided by Google.

        • "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

        • "Initial Services Term" means, for an Annual Plan, the term for the applicable Services beginning on the Service Commencement Date and continuing for 12 months (or, if different, the duration set forth on the Order Page).

        • "Instructions” means instructions provided by Customer via the Admin Console, instructions initiated by the Customer and End Users in their use of the Services, the written instructions of the Customer specified in this Agreement (as amended or replaced) and any subsequent written instructions from the Customer to Google and acknowledged by Google.

        • "Intellectual Property Rights" means all copyright, moral rights, patent rights, trade marks, design right, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

        • "Non-Google Workspace Products" means Google products that are not part of the Services, but that may be accessed by End Users using their End User Account login and password. The Non-Google Workspace Products are those set forth from time to time at: https://www.google.com/support/a/bin/answer.py?answer=181865, or such other URL as Google may provide.

        • "Non-Google Workspace Product Terms" means the then-current terms found at the: "https://www.google.com/apps/terms/additional_services.html", or such other URL as Google may provide.

        • "Notification Email Address" means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.

        • "Order Page" means the online order page or pages, or other ordering document acceptable to Google under this Agreement, that Customer completes in signing up for the Services, and that may include: (i) the Services being ordered (including applicable billing and renewal terms); (ii) the Fees; (iii) the number of, and Initial Services Term for, End User Accounts; (iv) the applicable form of payment; and (v) the Customer Domain Name(s).

        • "Renewal Term" means, for an Annual Plan, a renewal term of 12 months.

        • "Safe Harbor Privacy Principles” means the U.S. Department of Commerce Safe Harbor framework requirements as set out at the following URL: https://export.gov/safeharbor/eu/eg_main_018475.asp, or any replacement framework or URL from time to time.

        • "Security Incident” means accidental or unlawful distribution or accidental loss, alteration, or unauthorised disclosure or access to Customer Data by Google, its Subprocessors or any third party, provided that such incident is not directly or indirectly caused by Customer’s or End User’s act or omission.

        • "Services" means the applicable Google Workspace Core Services (e.g. Google Workspace Premier Edition or Google Workspace and Google Vault) provided by Google and used by Customer under this Agreement. The Services are as described at www.google.com/apps/terms/user_features.html or such other URL as Google may provide.

        • "Service Commencement Date" is the date upon which Google makes the Services available to Customer, and will be within one week of Google's receipt of a completed Order Page, unless otherwise agreed by the parties.

        • "Service Pages" mean the web pages displaying the Services to End Users.

        • "Services Term" means the Initial Services Term or the relevant Renewal Term; as applicable.

        • "SLA" means the Service Level Agreement located at https://www.google.com/a/help/admins/sla.html, or such other URL as Google may provide.

        • "Subprocessors” means those Google Group Companies and Third Party Suppliers that have logical access to, and process, Customer Data.

        • "Suspend" or "Suspension" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

        • "Taxes" means any taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions under the Agreement, including penalties and interest, but specifically excluding taxes based upon Google's net income.

        • "Term" means:

          • (1) for an Annual Plan, the Initial Services Term and all Renewal Terms; and

          • (2) for the Monthly Plan, the period beginning on the Service Commencement Date and continuing for as long as Customer is receiving the Services.

        • "Third Party Products" means any products, software or services not licensed or provided to Customer by Google pursuant to this Agreement.

        • "Third Party Request" means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

        • "Third Party Suppliers” means the third party suppliers engaged by the Google Group for the purposes of processing Customer Data in the context of the provision of the Services. Additional information about Third Party Suppliers is available at www.google.com/work/apps/terms/subprocessors.html, as such information and URL may be updated from time to time by Google. The information available at the URL is accurate at the time of publication.

        • "Trademark Guidelines" means Google's Guidelines for Third Party Use of Google Brand Features as may be updated from time to time located at: https://www.google.co.uk/permissions/guidelines.html, or such other URL as may be provided by Google.

        • "TSS Guidelines" means Google's technical support services guidelines then in effect for the applicable Services, located at: www.google.com/a/help/admins/tssg.html or such other URL as may be provided by Google.

        • "URL Terms" means the Acceptable Use Policy, the SLA and the TSS Guidelines.

      • 15.2 In this Agreement, the words "include" and "including" will not limit the generality of any words preceding them.