Google Workspace

G Suite Business (Team Managed) Agreement

  • This G Suite Business (Team Managed) Agreement (the "Agreement") is made and entered into between the entity or person agreeing to these terms ("Customer") and Google Ireland Limited, a company incorporated under the laws of Ireland with offices at Gordon House, Barrow Street, Dublin 4, Ireland.

  • This Agreement is effective as of the date Customer clicks the button to accept its terms (the "Effective Date").

  • If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the Customer, to this Agreement.

  • If you do not have the legal authority to bind Customer, please do not click the button to accept its terms.

    • 1. Provision of Services; Support

      • 1. Trial Period. Google may make the Services available to Customer for a business use by Customer’s Managed Team at no charge during one Trial Period, subject to the terms of this Section 1.1.

        • a. During the Trial Period

          • I. Customer will be prompted to provide valid billing information during the Trial Period. However,during the Trial Period, Customer will not be charged for using the Services and Section 4 (Payment) will not apply.

          • II. Customer and Customer’s Managed Team may cease use of the Services at any time during the Trial Period by cancelling the Services via the Team Admin Console.

          • III. Customer may be required to accept additional terms and conditions as a part of the trial sign-up process. Any such additional terms and conditions apply only to Customer during the Trial Period and form part of this Agreement, and will prevail over any conflicting terms in this Agreement.

        • b. End of Trial Period.

          • I. If Customer provides valid billing information during the Trial Period, Customer (including Customer’s Managed Team) will be able to access and use, and Customer will be automatically charged for the Services after the Trial Period, subject to this Agreement including Section 4 (Payment).

          • II. If Customer does not provide valid billing information during the Trial Period, Customer’s Account will be Suspended at the end of the Trial Period. Customer may still provide valid billing information for a limited period after the Trial Period has ended.

          • III. If Customer does not provide valid billing information during the limited period after the Trial Period has ended, as described in subsection (ii) above, Google reserves the right to delete Customer’s Suspended Account (including the Customer Data in the Suspended Account) without notice to Customer, and this Agreement will automatically terminate.

      • 2. Services Provision and Use. During the Term, Google will provide the Services ordered by Customer, and grants Customer (including Customer’s Managed Team) the right to access and use the applicable Services for business purposes, subject to the terms of this Agreement, including the SLA and applicable Order Forms. For some Services, additional terms may apply. If they do, those additional terms will be available with the relevant Services, and will become part of this Agreement if Customer’s Managed Team uses those Services.

      • 3. Updates to the Services and URL Terms.

        • a. Updates to Services. Google may update or modify the Services from time to time. If Google makes a material change to the Services, Google will inform Customer through the Notification Email Address, the Team Admin Console, or through other means as determined by Google.

        • b. Updates to URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If any such change is material, Google will inform Customer through the Notification EmailAddress, the Team Admin Console or through other means as determined by Google. If the change has a material adverse impact on Customer and Customer does not agree to the change, Customer must so notify Google via the Help Centre within thirty days after receiving notice of the change. If Customer notifies Google as required, then 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 renewed, they will be renewed under Google's then-current URL Terms.

      • 4. Additional Products. Google may make Additional Products available to Customer and its Managed Team in accordance with the applicable product-specific Additional Product Terms. Additional Products are not subject to or governed by this Agreement. Customer can enable or disable Additional Products, and is not required to use Additional Products in order to use the Services.

      • 5. Customer Support. Customer will (at its own expense) use reasonable endeavours to resolve support issues relating to End User Accounts. If Customer is unable to reasonably resolve such support issues, Customer’s Team Administrator may then escalate a support request to Google for further handling. Google will provide technical support to Customer in accordance with the applicable TSS Guidelines.

    • 2. Data Processing; Security

      • 1. Data Processing Amendment. The Data Processing Amendment sets forth the rights and obligations of the parties in relation to the processing and security of Customer Data under this Agreement, and the parties will comply with the Data Processing Amendment. Customer may, in addition, be required to click-to-accept the Data Processing Amendment via the Services solely for technical or operational reasons, but any such acceptance will not affect the rights or obligations of the parties as described in this Section 2 or the Data Processing Amendment.

      • 2. Updates to Data Processing Amendment. Google may only update or modify the Data Processing Amendment:

        • a. where the relevant change is required to comply with applicable law, applicable regulation, court order or guidance issued by a governmental regulator or agency;

        • b. where the relevant change is expressly permitted by the terms of the Data Processing Amendment; or

        • c. where the relevant change:

          • I. is commercially reasonable;

          • II. does not result in a degradation of the overall security of the Services;

          • III. does not expand the scope of or remove any restrictions on Google’s processing of Customer Data, as described in Section 5 (Processing of Customer Data) of the Data Processing Amendment; and

          • IV. does not otherwise have a material adverse impact on Customer’s rights under the Data Processing Amendment.

    • If Google makes a material change to the Data Processing Amendment in accordance with this Section 2.2, Google will inform Customer through the Notification Email Address, the Team Admin Console or through other means as determined by Google.

    • 3. Customer Obligations

      • 1. Compliance. Customer must ensure that all use of the Services by Customer and End Users in the Managed Team complies with this Agreement including the Acceptable Use Policy. In addition, Customer must inform the Google Support team immediately if Customer becomes aware that any End User is using the Services in violation of any applicable contract terms or policies (including the terms of the End User’s employment contract and/or the policies of the End User’s employer regarding technology usage, security and/or confidentiality).

      • 2. Customer Administration of the Services. As between Google and Customer, Customer is solely responsible for the internal management and administration of Customer’s Services, including: (a) designating one (or more) End Users as the Team Administrator(s);) who will have access to the Team Admin Console; (b) maintaining the confidentiality of Customer’s password(s) and Team Admin Account(s); (c) designating those individuals who are authorized to access the Team Admin Account(s); (d) ensuring that all activities connected with the Team Admin Account(s) comply with the Agreement; and (e) monitoring, responding to and otherwise processing emails sent to the “abuse” and “postmaster” aliases for the Organization Domain, although Google may also monitor emails sent to these aliases to allow Google to identify Services abuse.

      • 3. Team Administrators; End Users.

        • a. Team Administrator Access. Team Administrators will have the ability to access all Customer’s End User Accounts including the ability to access, monitor, use, modify, withhold, or disclose any data available to End Users associated with their End User Accounts

        • b. End User Consent. If one or more End Users join the Managed Team, their use of the Services will be managed by the Team Administrator(s) as long as the End Users remain members of the Managed Team. Customer will obtain and maintain all required consents from End Users to allow: (i) the Team Administrator(s) to have the access described in this Agreement; and (ii) Google’s provision of the Services to the Team Administrator(s) and End Users.

      • 4. Notification Email Address; Domain Email Addresses. Customer must keep its Notification Email Address current and valid throughout the Term. Google will use the Notification Email Address as the primary way of communicating information to Customer about the Services, including in relation to updates, Data Incidents (as defined in the Data Processing Amendment), Suspensions and other matters that may affect Customer’s and/ or the Managed Team’s access to or use of the Services. Customer’s failure to keep its Notification Email Address current and valid throughout the Term may result in Customer not receiving important information about its or its End Users’ access to or use of the Services, including information relating to the termination of Customer’s Account. In addition, Customer must inform the Google Support team immediately if Customer ceases to control the Notification Email Address or if Customer becomes aware that any of its End Users ceases to control its Domain Email Address. Customer will be solely responsible for any unauthorized access resulting from any delay or failure by Customer to so inform Google.

      • 5. Unauthorized Use. Customer must use reasonable endeavours to prevent and terminate any unauthorized access to or use of the Services. Unless otherwise permitted by Google in writing, Customer may only authorize one individual person (not an automated tool) to use each End User Account, for business purposes. If Customer becomes aware of any unauthorized access to or use of the Services, Customer will notify Google as soon as reasonably practicable via the Help Centre.

      • 6. Restrictions on Use. Except to the extent expressly permitted in this Agreement or otherwise specifically agreed by Google in writing, Customer must not, and must use 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 access to or use of the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store, process, or transfer any Customer Data that is controlled for export under Export Control Laws.

      • 7. Anti-Bribery Laws. In performing its obligations under this Agreement, Customer will comply with all applicable commercial and public anti-bribery laws (“Anti-Bribery Laws”), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Furthermore, Customer will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obliged to perform. “Government officials” include any government employee; candidate for public office; and employee of government-owned or government -controlled companies, public international organizations, and political parties.

    • 4. Payment

      • 1. Direct Orders. Unless stated otherwise in an applicable Order Form or applicable invoice, the following payment terms apply to all fees invoiced under this Agreement for orders placed directly with Google:

        • a. Pricing. Access to or use of certain Services may require additional fees. Pricing for Services may also vary depending on Customer’s geographic location. Google may monitor the geographic location(s) from where Customer uses the Services to confirm that the appropriate pricing was used to calculate fees charged by Google. If Google discovers that Customer is not paying the appropriate fees, Google will notify Customer, and reserves the right to charge Customer the appropriate fees.

        • b. Fees and Invoicing. All fees invoiced by Google to Customer for the Services are due thirty (30) days from the invoice date. Customer will be invoiced or, in the case of debit or credit card payment,automatically charged in advance for the next billing cycle, as determined by the payment plan selected in an Order Form. Customer hereby authorizes any automatic charges and/or debits by Google for debit or credit card purchases. All payments due are in the currency and via the mode of payment indicated on the applicable Order Form or applicable invoice.

        • c. Payment Plans. Google may make several payment plans available to Customer for a particular order, described in the Order Form terms. The payment plan selected by Customer for any order will be described in the relevant Order Form. Google reserves the right to offer additional or alternative payment plan options for new orders in the Order Form terms presented at the time of the purchase.

      • 2. Overdue Payments; Interest. Fees will be overdue if not paid within thirty (30) days from the invoice date or, in the case of debit or credit card payment, within thirty (30) days from the date Google has initially attempted to charge Customer. 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 amount that is overdue under this Agreement. Google may also charge Customer for Google’s reasonable expenses (including legal fees) incurred by Google in collecting unpaid or overdue amounts, except where these amounts are due to billing inaccuracies attributable to Google.

      • 3. Purchase Orders. If Customer requires a purchase order number on its invoices, 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: (a) Customer waives any purchase order number requirement; (b) Google will invoice Customer without a purchase order number; and (c) Customer agrees to pay invoices without a purchase order number referenced. Any terms and conditions on a purchase order do not apply to Customer’s purchase of, access to, or use of the Services, will not amend this Agreement, and are null and void.

      • 4. Taxes. Customer is responsible for any Taxes and will pay Google for the Services without any reduction for Taxes. If Google is obliged to collect or pay any Taxes, the Taxes will be invoiced to Customer, unless Customer provides Google with a valid tax exemption certificate authorized by the appropriate taxing authority.

      • 5. Invoice Disputes Timing. Any invoice disputes must be submitted prior to the invoice due date, and Customer agrees that, after such date, any claims relating to inaccurate or improperly-issued invoices will be waived.

      • 6. Credits. Google will issue a credit to Customer to the extent any billing inaccuracies are attributable to Google. If the disputed invoice has not yet been paid, Google will apply the credit amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.

    • 5. Suspension of Accounts or Services

      • 1. Loss of Control of Domain Email Address or Violation of Contracts or Policies. If Google becomes aware that an End User ceases to control its Domain Email Address or is using the Services in violation of any applicable contract terms or policies (including the terms of the End User’s employment contract and/or the policies of the End User’s employer regarding technology usage, security and/or confidentiality), then Google may, without prior notice, Suspend and/or terminate the relevant End User Account.

      • 2. Misuse of End User Accounts. Subject to Section 5.1 (Loss of Control of Domain Email Address or Violation of Contracts or Policies) above, if Google becomes aware of a violation of the Agreement by Customer and/or its End Users:

        • a. Google will notify Customer via the Notification Email Address and request that Customer take action to cure the violation, including Suspending the violating End User Account; and

        • b. if Customer fails to take prompt action or cure the violation, then Google may Suspend the violating End User Account until the violation has been cured.

      • 3. Emergency Security Issues. Notwithstanding Section 5.12 (Misuse of End User Accounts) above, if there is an Emergency Security Issue, then Google may, without prior notice, Suspend the applicable End User Account(s). Suspension will be to the minimum extent and of the minimum duration required to end, resolve, prevent the recurrence of, or mitigate the effects of, the Emergency Security Issue. If Google Suspends an End User Account due to an Emergency Security Issue, then at Customer's request Google will inform Customer of the reason for the Suspension as soon as is reasonably possible.

      • 4. Suspension for Overdue Payment. As of the first date any fees owed by Customer are overdue, Customer’s Account may be Suspended until all overdue fees have been paid.

      • 5. Suspension to Comply with Laws. Google may Suspend the provision of any Services at any time if Google in its sole discretion considers it necessary to do so to comply with any applicable law.

    • 6. Confidentiality

      • 1. Protection of Confidential Information. Each party will take and implement appropriate technical, administrative and organizational measures designed to protect the other party's Confidential Information, using no less than a reasonable standard of care and as further set out in the Data Processing Amendment. Each party may use Confidential Information only to exercise its rights and fulfill its obligations under this Agreement.

      • 2. Disclosure of Confidential Information..

        • a. General. Subject to Section 6.2(b), the Confidential Information of a party (the “Relevant Party”) may be disclosed: (i) by the other party (the “Disclosing Party”) to Affiliates, employees, agents, sub-contractors 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 (collectively, “Permitted Recipients”); (ii) by the Disclosing Party or its Affiliates pursuant to a Legal Process; (iii) with the Relevant Party’s written consent; or (iv) as described in Section 11.8(b). The Disclosing Party is responsible for any actions or omissions by its Permitted Recipients (including Affiliates) that violate this Section 6.

        • b. Notification. Before the Relevant Party’s Confidential Information is disclosed pursuant to a Legal Process as described in Section 6.2(a), the Disclosing Party will, or will ensure that its Affiliate will, promptly notify the Relevant Party (via the Notification Email Address, in the case of notices given by Google),provided however that the Disclosing Party or its Affiliate may disclose the Relevant Party’s Confidential Information pursuant to a Legal Process without giving prior notice if the Disclosing Party or its Affiliate is informed that (i) it is legally prohibited from giving notice or (ii) the Legal Process relates to exceptional circumstances involving danger of death or serious physical injury to any person.

      • 3. Opposition. Each party will cooperate with the other party’s reasonable requests relating to efforts to oppose disclosure of its Confidential Information.

    • 7. Intellectual Property Rights; Brand Features

      • 1. Intellectual Property Rights. Except as stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to any of the other party's content, technology, or intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Services.

      • 2. Display of Brand Features. Google may display (a) Google Brand Features within the Services to indicate that the Services are provided by Google, and (b) Customer Brand Features within designated areas of the Services where Customer has authorized such use by uploading its Brand Features into the Services. Neither party may otherwise display or use the other party’s Brand Features without the other party’s prior written consent.

      • 3. Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features under this Agreement with written notice to the other party and a reasonable period to stop the use.

    • 8. Publicity

    • Customer may not make any public statement regarding the relationship contemplated by this Agreement without Google’s prior written consent.

    • 9. Warranties and Disclaimers

      • 1. Customer Warranties. Customer warrants that:

        • a. it has full power and authority to enter into, and grant the rights under, this Agreement; and

        • b. it will use reasonable care and skill in complying with its obligations under this Agreement.

      • 2. Google Warranties. Google warrants that:

        • a. it has full power and authority to enter into, and grant the rights under, this Agreement; and

        • b. it will use reasonable care and skill in complying with its obligations under this Agreement.

      • 3. Disclaimers. Google hereby disclaims any conditions, warranties or other terms relating to any Services or to any other goods or services supplied by Google under this Agreement, unless such conditions, warranties or terms are expressly set out in this Agreement. For clarity, and subject to Section 13.1(b), no implied conditions, warranties or other terms apply, including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). Customer acknowledges that the Services are not a substitute for a telephony service and that the Services are not capable of placing or receiving any emergency services calls.

    • 10. Term

      • 1. Agreement Term. This Agreement will remain in effect for the Term.

      • 2. Order Term; Renewal.

        • a. Automatic Renewal. Subject to Section 10.2(b), the Services will renew at the end of each then current Order Term for another Order Term.

        • b. Notice of Non-Renewal. Google or Customer may elect not to renew the Services by providing written notice of non-renewal prior to the end of the then current Order Term, in which case this Agreement will expire at the end of the then current Order Term.

        • c. Renewal Pricing. Any renewal of the Services will be subject to the then-current list price applicable for such Services. Google will provide Customer with at least fifteen (15) business days advance notice (email permitted) prior to any renewal date if Customer’s per End User Account pricing will increase from its then-current pricing.

    • 11. Termination; Refunds

      • 1. Termination Due to Domain Administration. Once a Domain Administrator verifies control of the Organization Domain and gains access to End Users’ accounts via the Domain Admin Console, this Agreement will automatically terminate. To the extent that the Domain Administrator allows End Users to use one or more Additional Products after such termination, the Google Terms of Service and any service-specific terms will continue to apply to End Users’ use of such Additional Products.

      • 2. Termination Due to Non-Control of Email Address or Contract or Policy Violation. Google may terminate this Agreement immediately upon written notice if: (a) Customer ceases to control its Notification Email Address; (b) any End User ceases to control its Domain Email Address; or (c) any End User is using the Services in violation of any applicable contract terms or policies (including the terms of the End User’s employment contract and/or the policies of the End User’s employer regarding technology usage, security and/or confidentiality).

      • 3. Termination for Cause. Either party may suspend performance or terminate this Agreement immediately upon written notice: (a) if the other party is in material breach of the Agreement where the breach is capable of being cured, and fails to cure that breach within thirty (30) days after receipt of written notice of the breach; (b) if the other party is in material breach of the Agreement where the breach is incapable of being cured; (c) if the other party has been in material breach of this Agreement (as notified) more than two times notwithstanding any cure of such breaches; or (d) if Google has not received payment of any overdue fees within sixty (60) days from the invoice date, or in the case of debit or credit card payments, within thirty (30) days from the date of purchase.

      • 4. Termination for Insolvency. Unless prohibited by applicable law, either party may terminate this Agreement immediately upon written notice if the other party cannot pay its debts as they become due; enters into an arrangement or composition with or for the benefit of its creditors; goes into administration, receivership, administrative receivership or liquidation; is declared bankrupt or insolvent; or is dissolved or otherwise ceases its business operations.

      • 5. Termination for Suspension or Force Majeure. Either party may terminate this Agreement immediately upon written notice if either of the following continues for more than thirty (30) days: (a) any Suspension under Section 5.5 (Suspension to Comply with Laws); or (b) failure or delay in performance as described in Section 14.5 (Force Majeure).

      • 6. Termination related to Infringement Allegation or Proceeding. If Google notifies Customer that Google does not consider the remedies described in Section 12.4 (Remedy) to be commercially reasonable in the circumstances, or if such remedies are not provided within ninety (90) days of an injunction, either party may terminate this Agreement by providing thirty (30) days prior written notice and a refund may be due in respect of Customer as described in Section 11.9 (Refunds).

      • 7. Termination related to Anti-Bribery Laws. Google may terminate this Agreement immediately upon written notice to Customer if Google believes, in good faith, that the Customer has violated or caused Google to violate any Anti-Bribery Laws, or that such a violation is reasonably likely to occur.

      • 8. Effects of Termination.

        • a. Generally. Subject to Section 11.8(b), if this Agreement is terminated or expires, then: (i) the rights granted by one party to the other will cease as of the effective date of termination or expiry (except as stated in this Section 11 and Section 14.13 (Survival)); (ii) Customer will not have access to, or the ability to export, the Customer Data after the effective date of termination or expiry of the Agreement; (iii) Google will delete Customer Data as described in the Data Processing Amendment; and (iv) each party will promptly use reasonable endeavours to return or destroy Confidential Information (excluding Customer Data) of the other party.

        • b. After Termination Due to Domain Administration. If this Agreement is terminated under Section 11.1 above, then :

          • I. Google will inform End Users through their Domain Email Addresses and Recovery Email Addresses (if provided) that they have a Domain Administrator; and

          • II. once a Domain Administrator gains access to End Users’ Google Cloud accounts after such termination:

            • 1. End Users’ accounts will be managed by the Domain Administrator;

            • 2. Customer Data will be controlled by the Domain Administrator; and

            • 3. any use of the Services by End Users will be determined by the Domain Administrator and governed by the Domain Admin Agreement.

      • 9. Refunds. If this Agreement is terminated under Section 11.5(a) or 11.6 above, then upon Customer’s request, Google will provide a pro-rata refund to Customer of any unearned fees already paid to Google as of the effective termination date. Unless expressly stated otherwise, termination under any other section of this Agreement (including the Data Processing Amendment) will not oblige Google to refund any fees, nor relieve Customer of any obligation under Section 4 (Payment) to pay such part of Customer’s annual commitment (if any) as may remain unpaid as of the effective date of termination.

    • 12. Indemnity

      • 1. Google Indemnification Obligations. Subject to Section 12.3 (Conditions), Google will indemnify Customer and any of its Affiliates participating under this Agreement (“Customer Indemnified Parties”) against Indemnified Liabilities, to the extent arising from alleged infringement of any third party's Intellectual Property Rights by Customer Indemnified Parties' use in accordance with this Agreement of Google's technology used to provide the Services or of Google's Brand Features. Obligations under this Section 12.1 (Google Indemnification Obligations) will not apply to the extent the underlying allegation arises from: modification of such technology or Brand Features by anyone other than Google; or combination of such technology or Brand Features with materials not provided by Google.

      • 2. Customer Indemnification Obligations. Subject to Section 12.3 (Conditions), Customer will indemnify Google and its Affiliates (“Google Indemnified Parties”) against Indemnified Liabilities, to the extent arising from the Organization Domain or from alleged infringement of any third party's Intellectual Property Rights by Google Indemnified Parties' use in accordance with this Agreement of Customer Data or Customer’s Brand Features.

      • 3. Conditions. Sections 12.1 (Google Indemnification Obligations) and 12.2 (Customer Indemnification Obligations) are conditioned on the party requesting indemnification under this Section 12: (a) having promptly notified the indemnifying party of any written allegations that preceded the Third-Party Legal Proceeding; (b) reasonably cooperating with the indemnifying party to resolve the allegation(s); and (c) tendering sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party. The indemnified party may appoint its own non-controlling counsel, at its own expense.

      • 4. Remedy. If Google's technology used to provide the Services or Google's Brand Features is subject to an allegation of infringement or a Third-Party Legal Proceeding, or if an injunction prevents continued use of Google's technology used to provide the Services or of Google's Brand Features, then Google may, at Google’s expense: (a) obtain the right for Customer Indemnified Parties to continue using the Services; or (b) provide a replacement for or modify the Services so that the Services no longer infringe.

      • 5. Sole Rights and Obligations. Without affecting any termination rights under Section 11.6 or refund rights under Section 11.9, and subject to Section 13 (Limitation of Liability), this Section 12 states the parties’ only rights and obligations under this Agreement relating to third-party allegations of Intellectual Property Rights infringement and to Third-Party Legal Proceedings.

    • 13. Limitation of Liability

      • 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; (d) infringement of the other party’s Intellectual Property Rights; (e) payment of applicable excluded or limited under applicable law.

      • 2. Subject to Section 13.1, 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.

      • 3. Subject to Sections 13.1 and 13.2, each party's aggregate 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) £50,000; or (b) 125% of the fees paid and/or payable by Customer in that Contract Year for the Services.

    • 14. Miscellaneous

      • 1. Notices. Unless specified otherwise in this Agreement, all notices of termination or breach must be in English, in writing and addressed to the other party’s legal department. The address for notices to Google’s legal department is legal-notices@google.com. All other notices must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

      • 2. Assignment. Neither party may assign or transfer this Agreement without the written consent of the other party, except to an Affiliate, but only if the Agreement is assigned in its entirety to that Affiliate and: (a) the assignee agrees in writing to be bound by the terms of this Agreement and liable for obligations under the Agreement including obligations incurred prior to the assignment; (b) the assigning party has notified the other party of the assignment and (c) where Customer is the assignor, the assignee has passed any relevant credit checks required by Google. Any other attempt to assign or transfer is void.

      • 3. Sub-contracting. Subject to any restrictions in the Data Processing Amendment relating to sub- contracting, 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.

      • 4. Change of Control. If either party is subject to a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party subject to the change of control will provide written notice to the other party within thirty (30) days after the change of control; and (b) the other party may terminate this Agreement with immediate effect, by written notice to the party subject to the change of control, any time between the change of control and thirty (30) days after the other party receives the written notice referred to in subsection (a).

      • 5. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

      • 6. No Waiver. Except to the extent this Agreement states otherwise, neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

      • 7. Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

      • 8. No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture between Customer and Google.

      • 9. No Third-Party Beneficiaries. Except to the extent this Agreement states otherwise, there are no third-party beneficiaries to this Agreement. For clarity, Google Inc. is a third party beneficiary of Section 6.2 (Disclosure of Confidential Information).

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

      • 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 Section 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.

      • 12. Amendments. Except to the extent this Agreement states otherwise, any amendment of the terms of this Agreement must be in writing, must be signed (which may include forms of electronic signature or acceptance) by both parties and must state that it is amending this Agreement.

      • 13. Survival. The following sections will survive expiry or termination of this Agreement: Sections 4, 6, 7.1, 9.3, 11.8, 12, 13, 14 and 15. The Data Processing Amendment will survive expiry or termination of this Agreement as set out in the Data Processing Amendment.

      • 14. Entire Agreement. This Agreement, which includes the Order Form(s), Data Processing Amendment, URL Terms, applicable service-specific additional terms and all other terms incorporated herein, sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation this Agreement.

      • 15. Interpretation of Conflicting Terms. Except to the extent this Agreement states otherwise, if there is a conflict involving any of the documents that make up this Agreement, the following order of precedence will apply: the Data Processing Amendment, the Order Form(s), any applicable service-specific additional terms, the URL Terms and the body of the Agreement. Customer further agrees that if there is a conflict between the Individual User Terms of Service and this Agreement, this Agreement will prevail.

      • 16. Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern.

    • 15. Definitions and Interpretation

      • 1. Use of Including. In this Agreement (a) “including” means “including but not limited to,” and (b) examples are illustrative and not the sole examples of a particular concept.

      • 2. Defined Terms. In this Agreement, the following definitions apply unless expressly stated otherwise:

        • ▪ "Acceptable Use Policy". means the then-current acceptable use policy for the Services that can be found at the following URL link: https://www.google.com/a/help/admins/use_policy.html. The Acceptable Use Policy and such URL link may be updated or modified by Google from time to time in accordance with Section 1.3(b).

        • ▪ "Account". means Customer’s Google account credentials and correlating access to the Services under this Agreement.

        • ▪ "Additional Products". means products, services and applications that are not part of the Services but that may be accessible to the Managed Team via the Team Admin Console or otherwise, for use with the Services.

        • ▪ "Additional Product Terms". means the then-current terms and conditions that can be found at the following URL link: https://www.google.com/apps/terms/additional_services.html. The Additional Product Terms and such URL link may be updated or modified by Google from time to time.

        • ▪ "Admin Account(s)". means the administrative account(s) provided by Google to Customer for the purpose of administering the Services. The use of the Admin Account(s) requires a password (or passwords), which Google will provide to Customer.

        • ▪ "Admin Console" means the administration tools and features made available to Administrator via the Services.

        • ▪ "Affiliate" means any entity controlling, controlled by or under common control with a party, where “control” is defined as (a) the ownership of at least fifty percent (50%) of the equity or beneficial interests of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to exercise a controlling influence over the management or policies of the entity.

        • ▪ "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

        • ▪ "Confidential Information" means information that one party (or its Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Customer Data is Customer's Confidential Information.

        • ▪ "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" has the meaning given in the Data Processing Amendment.

        • ▪ "Data Processing Amendment" means the then-current amendment to this Agreement describing Google’s data protection and processing obligations with respect to Customer Data that can be found at the following URL link: https://www.google.com/intx/en/work/apps/terms/dpa_terms.html. The Data Processing Amendment and such URL link may be updated or modified by Google from time to time in accordance with Section 2.2.

        • ▪ "Domain Admin Agreement". means an agreement (such as a Google Workspace Agreement) providing for the use or provision of Google services, entered between Google and the person or entity that verifies control of the Organization Domain.

        • ▪ "Domain Admin Console". means the version of the Admin Console that Google provides to a Domain Administrator to manage accounts on the Organization Domain.

        • ▪ "Domain Administrator" means the person or entity that administers the Services after: (i) verifying control of the Organization Domain and (ii) entering into a Domain Admin Agreement with Google.

        • ▪ "Domain Email Address" means the email address on the Organization Domain that an End User will use in connection with the Services.

        • ▪ "Emergency Security Issue". means either: (a) Customer's or an End Users’ use of the Services in violation of the Acceptable Use Policy, in a way that disrupts: (i) the Services; (ii) any other customer's 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 User" means an individual using the Services from an account on the Organization Domain.

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

        • ▪ "Export Control Laws". means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

        • ▪ "Google Terms of Service" means the then-current terms that can be found at the following URL link: https://www.google.com/policies/terms/. The Google Terms of Service and such URL link may be updated or modified by Google from time to time.

        • ▪ "Help Centre" means the then-current Google support centre accessible at https://support.google.com/a/. The Help Centre and such URL link may be updated or modified by Google from time to time.

        • ▪ "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.

        • ▪ "Indemnified Liabilities". means (a) settlement amounts approved by the indemnifying party; and (b) damages and costs awarded in a final judgement against the indemnified party by a competent court.

        • ▪ "Individual User Terms of Service" means the Google Workspace Individual User Terms of Service (No Verified Domain Administrator) entered separately by Customer and each End User with Google Inc.

        • ▪ "Intellectual Property Rights". means all patent rights, copyrights, trademark rights, trade secret rights, database rights, domain name rights, moral rights and any other intellectual property rights (registered or unregistered) throughout the world.

        • ▪ "Legal Process" means a request for disclosure of data made pursuant to law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar rightsprocess.

        • ▪ "Managed Team". means those End Users designated via the Team Admin Console whose use of the Services is administered by the Team Administrator(s).

        • ▪ "Notification Email Address". means the email address designated by Customer to receive email notifications from Google.

        • ▪ "Order Form(s)". means the online order page, or other ordering document acceptable to Google under this Agreement, that Customer must complete when purchasing the Services. (including when purchasing additional End User Accounts) directly from Google. The Order Form may describe (a) the Services and payment plan selected by Customer; (b) fees; and (c) number of End Users in the Managed Team; and (d) Order Term. Order Forms are incorporated into the Agreement by this reference.

        • ▪ "Organization Domain". means the domain that will be used in connection with the Services.

        • ▪ "Recovery Email Address". means an email address not on the Organization Domain that an End User may designate to receive certain email communications from Google. An End User may change this email address through account settings.

        • ▪ "Services". means the applicable Google Workspace Core Services that do not require a Domain Administrator to verify control of the Organization Domain that are provided by Google and used by Customer’s Managed Team under this Agreement. These Services are further described at the following URL link: https://www.google.com/apps/terms/user_features.html The Services and such URL link may be updated or modified by Google from time to time.

        • ▪ "SLA". means the then-current Service Level Agreement that can be found at the following URL link: https://www.google.com/apps/terms/sla.html The SLA and such URL link may be updated or modified by Google from time to time in accordance with Section 1.3(b).

        • ▪ "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 duties, customs fees, or taxes (other than Google’s income tax) associated with the sale of the Services, including any related penalties or interest.

        • ▪ "Team Admin Account" means the version of the Admin Account that Google provides to the Team Administrator to manage the Managed Team’s use of the Services.

        • ▪ "Team Admin Console". means the version of the Admin Console that Google provides to the Team Administrator(s) to manage the Managed Team’s use of the Services.

        • ▪ "Team Administrator". means the Customer and any person(s) or entity authorized by Customer to administer the Services to End Users in a Managed Team. A Team Administrator can become a Domain Administrator by verifying control of the Organization Domain and entering into a Domain Admin Agreement with Google.

        • ▪ "Term". means the period commencing on the effective date of the initial Order Term and continuing for as long as an Order Term remains in effect, subject always to early termination in accordance with this Agreement

        • ▪ "Third Party Legal Proceeding". means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

        • ▪ "Trial Period". means the period of time indicated on the Order Form that starts on the Effective Date and ends no later than the 30th day after the Effective Date.

        • ▪ "TSS Guidelines". means Google's then-current technical support services guidelines for the Services that can be found at the following URL link: https://www.google.com/apps/terms/tssg.html The TSS Guidelines and such URL link may be updated or modified by Google from time to time in accordance with Section 1.3(b).

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