Terms and Conditions

1. 1. Eligibility

2. This offer (the "Offer") is made available by Google Ireland Limited (“Google”), subject to these Terms and Conditions, to any business customer located in Europe, the Middle East or Africa if it is:

   • (a) in relation to the Credit (as defined below), a new Google Workspace or Google Workspace Unlimited (collectively, “GAfW”) business customer who (i) orders GAfW from a participating Google Workspace partner, (ii) is currently operating under an enterprise agreement with another office productivity suite service provider and (iii) meets the other requirements specified in Clause 2(a) below; and/or

   • (b) in relation to the Deployment Voucher and Security Workshop Voucher (both as defined below), a new GAfW business customer who (i) orders GAfW from a participating Google Workspace partner and (ii) meets the other requirements in Clause 2(c) below.

3. Only one Offer per customer will be available and the Offer cannot be combined with any other offer. The Offer is not valid for upgrades from the Google Workspace Standard Edition product or for upgrades from Google Cloud to Google Workspace Unlimited. The Offer is only available through participating Google Workspace partners.

4. The Offer closes on 31/12/2016. If you wish to participate in this Offer, you must activate the Offer in accordance with Clause 3 below by this date. Requirements for payments under Deployment Vouchers or Security Workshop Vouchers must then be satisfied by no later than 31/03/2018, and no payments under vouchers will be made to the extent you fail to meet this deadline.

5. 2. The Offer

   • a. Google Workspace Credit

   • By signing up for GAfW through a participating Google Workspace partner under standard online GAfW terms and conditions, a new GAfW business customer who is currently operating under an enterprise agreement with another office productivity suite service provider will, subject to Clause 2(b) (Credit Restrictions), receive GAfW without having to pay the standard GAfW licence fees (“Credit”) for the remaining term of its existing enterprise agreement (“Remainder EA Term”), provided that the customer (a “Qualifying Credit Customer”) meets the following conditions:

     • (i) when the Qualifying Credit Customer places its initial GAfW order it must also commit to purchase at least the same quantity of GAfW licences as were included in its initial GAfW order for an additional one (1) year term to start on expiry of the Remainder EA Term (the “Additional Required Year”); and

     • (ii) the Qualifying Credit Customer’s initial GAfW order must cover a minimum of 250 GAfW licences.

   • b. Credit Restrictions

   • The Credit will only apply to the quantity of GAfW licences initially ordered under this Offer, up to a maximum of 3,000 GAfW licences.

   • The Credit will not apply, to:

     • (i) any additional GAfW licences ordered by a Qualifying Credit Customer after the initial order date within the Remainder EA Term (which licences will be prorated to the end of the Remainder EA Term); or

     • (ii) any GAfW licences initially ordered by a Qualifying Credit Customer in excess of 3,000.

   • The Credit will also only apply during the Remainder EA Term, and will not apply to the Additional Required Year.

   • For clarity, when the Credit does not apply, fees (as determined by agreement between the Qualifying Credit Customer and its Google Workspace partner) will be payable.

   • Qualifying Credit Customers will not be required to terminate their existing enterprise agreements to receive the Credit. However, where any Qualifying Credit Customer has a Remainder EA Term that is longer than three (3) years, Google reserves the right, exercisable in its sole discretion, to limit the Credit to a period of three (3) years only.

   • c. Vouchers

   • By signing up for GAfW through a participating Google Workspace partner under standard online GAfW terms and conditions, a new business customer who places an initial order for at least 100 GAfW licences (a “Qualifying Voucher Customer”) will be eligible to receive a deployment voucher (the “Deployment Voucher”) and a security workshop voucher (the “Security Workshop Voucher”) (collectively, the “Vouchers”), subject to the restrictions described below.

   • The Vouchers will only apply to the GAfW licences initially ordered by a Qualifying Voucher Customer up to a maximum of 3,000 licences (the “Covered Licences”). Qualifying Voucher Customers are solely responsible for any additional fees or costs that exceed the Voucher amounts specified below (including any fees or costs for additional services relating to deployment, implementation and/or security of GAfW), and must pay directly to their participating Google Workspace partner any additional amounts owing (as determined by agreement between the relevant customer and its partner) for services provided by that partner. Vouchers may not be applied toward any other services, deliverables, or to offset other amounts owed to a Google Workspace partner, except as expressly provided below.

     • (i) Deployment Vouchers

     • The Deployment Voucher will commit Google to making certain payments (as detailed below) to a participating Google Workspace partner for provision of the following services to the Qualifying Voucher Customer in relation to the Covered Licences ordered from that partner: domain activation, project management, implementation, customisation, change management, training, configuration, and data migration services (collectively, “Deployment Services”).

     • The Deployment Voucher amounts payable by Google to the relevant partner for Deployment Services will be as follows, per Covered Licence:

       • (1) an amount equal to 20% of Google’s recommended retail annual price for a GAfW licence on the activation date of the Qualifying Voucher Customer’s Google Workspace domain (the “Apps Domain”) following execution of the applicable agreement with the partner for such Deployment Services; and

       • (2) an amount equal to 30% of Google’s recommended retail annual price for a GAfW licence as soon as 50% of the Covered Licences qualify as 30-day active user accounts on either Gmail or Drive (as verified by Google), provided that this adoption target is met within 12 months of the activation date of the the Qualifying Voucher Customer’s Apps Domain.

     • Under any Deployment Voucher, the maximum total amount payable per Covered Licence will be an amount equal to 50% of Google’s recommended retail annual price for a GAfW licence (which is typically $50(US) / £33 / €40).

     • (ii) Security Workshop Vouchers

     • The Security Workshop Voucher will commit Google to making a total payment of $750 (or equivalent in accepted local currency) to a participating Google Workspace partner for provision of security workshop training (the “Security Workshop”) to the Qualifying Voucher Customer, on condition that:

       • (1) the Security Workshop is attended by the Qualifying Voucher Customer within 2 calendar months of the activation date of that customer’s Apps Domain;

       • (2) the Security Workshop is based on Google’s reasonable security workshop criteria, as provided by Google; and

       • (3) the participating partner has been trained by Google to provide the Security Workshop.

     • The Security Workshop Voucher payment will be made by Google directly to the relevant Google Workspace partner after the Qualifying Voucher Customer has placed its initial order for GAfW with that partner and Google has verified attendance at and delivery of the Security Workshop.

6. 3. How to Participate in the Offer

7. To participate in the Offer, you must first provide your contact information, company name and basic business information where indicated and agree to be contacted by a dedicated Google customer representative who will: (a) confirm your company name, business address, phone number, email address and basic business information; (b) verify whether you are eligible to become a Qualifying Credit Customer and/or Qualifying Voucher Customer; (c) discuss your current business needs and costs for office productivity with you; (d) confirm the applicable period for the Credit (if you are eligible as a Qualifying Credit Customer); and (e) identify the appropriate participating Google Workspace partner (if not already engaged) to assist you with signing up for GAfW and deployment. Google may also request that Qualifying Credit Customers provide reasonable additional proof of eligibility for the Credit.

8. By providing your contact information, company name and basic business information as described above, you will be: (i) activating the Offer and accepting these Terms and Conditions; (ii) consenting to Google’s use of all information you provide as described above (collectively, the “Qualifying Information”) as permitted by the Google Privacy Policy; (iii) representing that you are not in breach of obligations (including confidentiality obligations) under any third party agreements; and (iv) representing that all Qualifying Information provided by you is true and accurate.

9. Google reserves the right to conduct independent third party verification of any Qualifying Information you provide, and your eligibility for the Offer, and you consent to your Qualifying Information being used for this purpose. The determination of your eligibility for this Offer, and the amount of any Credit or Voucher for which you may qualify, shall be at Google's sole discretion and its decision on all such matters will be final.

10. Any breach of these Terms and Conditions by a Qualifying Credit Customer and/or Qualifying Voucher Customer invalidates the Offer.

11. 4. Liability

    • a. Limitation of Liability

    • Google will have no liability under these Terms and Conditions (whether in contract, tort (including negligence) or otherwise) for the Deployment Services; the Security Workshop; any other services delivered by a Google Workspace partner; the terms of any agreement entered between a Qualifying Credit Customer or Qualifying Voucher Customer and a Google Workspace partner; or a Google Workspace partner’s compliance, or failure to comply, with any such agreement.

    • Google will also have no liability under these Terms and Conditions (whether in contract, tort (including negligence) or otherwise) for any of the following losses: loss of actual or anticipated profits; loss of anticipated savings; loss of business opportunity; loss of reputation or damage to goodwill; or special, indirect or consequential losses.

    • b. Exclusions

    • Nothing in these Terms and Conditions limits Google’s liability for death or personal injury resulting from the negligence of Google or its servants, agents or employees or any other liability that cannot be limited or excluded under applicable law.

    • c. Force Majeure

    • Google will not be liable for failure to perform or delay in performing any obligation under these Terms and Conditions if the failure or delay is caused by circumstances beyond its reasonable control

12. 5. Territory

13. This Offer is available through participating Google Workspace partners located in Europe, the Middle East and Africa. Void where prohibited.

14. 6. Modification and Cancellation

15. Google reserves the right to modify and/or cancel the Offer, as applicable to anyone who has not activated it, at any time.

16. 7. Governing Law and Jurisdiction

17. The Offer is governed by English law and the English courts will have exclusive jurisdiction over any disputes (whether contractual or non-contractual) relating to the Offer.