1. Supplier Obligations
   
   1. Supplier shall provide Billing of Google Professional Services to the Customer from the Services Start Date until completion of the applicable Google Professional Services by Google.
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2. Customer Obligations
   
   1. The Customer shall:
      
      1. give consent for Supplier to provide their contact details and / or their representatives contact details to Google to allow Google to use the details to communicate directly with them: (i) as is required to execute any non-standard orders (ii) for purposes related to the provisioning of the Google Professional Services to Customers’ account, including in relation to any product updates or security incidents; (iii) as required to ensure the Customer is notified of available options to maintain continuity in the provision of the Google Professional Services; (iv) to conduct customer service and satisfaction surveys; and (v) to inform Customers about new or additional Google products related to the Google Professional Services  the Customer is using; 
      2. not use the Google Professional Services in connection with any use involving High Risk Activities;
      3. not: (i) resell, distribute, supply, lease or allow another third party to use the Google Professional Services (ii) use the Google Professional Services or any Google documentation provided for any purpose other than as permitted hereunder; or (iii) adapt, alter, modify, decompile, translate, disassemble or reverse engineer any Google Professional Services or any part thereof including the source code and any other underlying ideas or algorithms of the software forming part of the Google Professional Services;
      4. accept (with no alteration or amendment) the Google PST prior to Google commencing the Google Professional Services;
      5. be responsible for obtaining and maintaining any consents required from end users to allow Supplier and Google to perform their respective contractual obligations;
      6. ensure that prior to the scheduled start date of the Google Professional Services, provide written notice of all of its requirements related to the provision of the Google Professional Services; 
      7. indemnify and defend Supplier for any violation of the Google PST caused by the Customer; and 
      8. ensure that prior to the scheduled start date of the Google Professional Services, if any Google Professional Services are to be performed at a Customer site or designed location, that the procedures and policies that the Customer will require Google’s personnel to comply with whilst onsite at the Customer site or designed located have been provided to Supplier in writing.
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3. General
   
   1. Customer, Supplier and Google are independent contractors with respect to the Billing of Google Professional Services.
   2. If Google fails to comply with the Google PST, Customer will only be eligible to receive those remedies set out under the Google PST and must request such remedies directly from Supplier.
   3. Google will only provide the Google Professional Services and Google Deliverables to the Customer in accordance with the Google PST.
   4. Upon termination of the Order Form for any reason, Google may immediately suspend work on the applicable Google Professional Services that remain incomplete as of the effective date of the termination.
   5. Google’s provisioning of the Google Professional Services is subject to availability of Google’s employees, agents, other staff and subcontractors.
   6. Google may suspend work on the applicable Google Professional Services if the Customer breaches its payment obligations to Supplier.
   7. The parties have entered into the Order Form with the intent that under no circumstances will either the Google Professional Services or the Order Form, give rise to any transfer of employment under Transfer Regulations. 
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4. Definitions
   
   1. The following definitions apply in these Product Specific Terms. Unless otherwise expressly stated in these Product Specific Terms (or the context otherwise requires) terms defined in the General Terms and Conditions shall bear the same meaning in these Product Specific Terms: 
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      Billing of Google Professional Services: means Supplier shall be responsible for ongoing account-related activities including billing and collecting fees from the Customer. 
      
      Google Deliverables: means any tangible or intangible work product (including third party materials) specific to Customer to be provided by Google for Supplier’s resale and delivery to Customer in connection with the Google Professional Services.
      
      Google Professional Services: means only the available specified professional services packages that Google makes available to Customer, as set out in an Order Form and as more fully described at the following URL: https://services.google.com/fh/files/misc/cloud_pso_services_reseller_list.pdf  (as the content at such URL and the URL itself may be updated or modified by Google from time to time) which govern Google’s performance and Customer use of the Google Professional Services. 
      
      Google Professional Services Terms and Conditions or Google PST: means the terms and conditions available at the following URLs: https://cloud.google.com/terms/professional-services (as the content at such URL and the URL itself may be updated or modified by Google from time to time) and https://cloud.google.com/terms/training-services (as the content at such URL and the URL itself may be updated or modified by Google from time to time). 
      
      Transfer Regulations: means the Transfer of Undertakings (Protection of Employment) Regulations 2006 and any other applicable national regulations implementing the European Council Directive 2001/23/EC.

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