Product Specific Terms – Billing of Workspace

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Product Specific Terms – Billing of Workspace

Supplier Obligations:
1. Supplier shall
  1. provide Billing of Workspace to the Customer from the Services Start Date for the Term specified in the relevant Order Form; and
  2. provide Billing Support to the Customer from the Services for the Term specified in the relevant Order Form.
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Customer Obligations:
1. The Customer shall:
  1. agree to and comply with the Google Terms of Service (with no alteration or amendment);
  2. 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 Google Workspace to the 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 Google Workspace; (iv) to conduct customer service and satisfaction surveys; (v) to inform Customers about new or additional Google products related to Google Workspace the Customer is using; and (vi) as reasonably required for Google to provide technical support (for use by Google in accordance with the Google TOS including applicable confidentiality, data processing and security terms);
  3. not use Google Workspace in connection with any use involving High Risk Activities;
  4. not: (i) resell, distribute, supply, lease or allow another third party to use Google Workspace (ii) use Google Workspace or any Google documentation provided for any purpose other than as permitted hereunder; or (iii) adapt, alter, modify, decompile, translate, disassemble or reverse engineer Google Workspace or any part thereof including the source code and any other underlying ideas or algorithms of the software forming part of Google Workspace;
  5. provide Supplier with all information and evidence required by Google TSS where there is a claim for Google service credit (in accordance with the Google SLA), in order for Supplier to make a claim for service credit to Google for and on behalf of the Customer; and
  6. provide the necessary notices, and obtain and maintain any consents, required from End Users to allow Supplier and Google to perform their respective contractual obligations.
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General
1. Unless otherwise set out in the relevant Order Form, Supplier shall invoice the Customer annually in advance.
2. Supplier reserves the right to amend the Charges and any discount set out in the relevant Order Form in the event of changes to third party fees not known to Supplier at the time of entering into the relevant Order Form.
3. Additional quantities of Workspace licences purchased after the Services Start Date set out in the relevant Order Form (“Additional Mid-Term Purchases”) shall be subject to these Product Specific Terms and shall be aligned with the Term set out in the original Order Form so that the Additional Mid-Term Purchase terminates at the same time as the original Order Form.
4. Where the Customer enters into an Annual or Multi-Year Term, the quantity of Workspace licences set out in the Order Form (including any Additional Mid-Term Purchases) cannot be decreased at any time during the Term.
5. Supplier may suspend the Customer’s use of Google Workspace if the Customer breaches its payment obligations to Supplier.
6. The Customer, Supplier and Google are independent contractors with respect to the Billing of Workspace.
7. The SLA sets out the Customer's sole and exclusive remedy for any failure by Google to meet the SLA, and the Customer must request any such remedies directly from the Supplier.
8. Google will only provide technical support directly to the Customer as set out in the Google TOS.
9. Where the Customer enters into a trial of any Google Workspace, at the end of the trial period, the applicable Google Workspace licences shall automatically move to a Flexible plan and shall be charged at the then current Google price list.
10. Where the Customer enters into an Annual or Multi-Year Term, the relevant Order Form shall automatically renew at the end of the relevant Term, for 12 month periods (“Renewal Term”) unless either party provides no less than 30 days written notice of non-renewal prior to the end of the relevant Term or Renewal Term. For any Renewal Term, Google Workspace shall be charged at the then current Google price list and shall be renewed at the quantity of licences the Customer is currently contracted to (which includes Additional Mid Term Purchases).
11. Where the Customer terminates the relevant Order Form pursuant to the General Terms & Conditions, Supplier shall use reasonable endeavours to procure migration of the outstanding Billing of Workspace either to Google or to an authorised third party provider.
12. The Customer acknowledges that the following services are not covered under Google Workspace Terms of Service; “Flow”, “Whisk” and “Project Mariner”. The Customer shall agree to and comply with the relevant Terms of Service (with no alteration or amendment) as set out at:
  1. “Flow” and “Whisk” - https://policies.google.com/terms
  2. “Project Mariner” - https://labs.google.com/mariner/terms
13. The Customer acknowledges that “Flow”, “Whisk” and “Project Mariner” may not be available in all geographies, including the UK.
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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:
  
  Annual: means from the Services Start Date a term of 12 calendar months.
  
  Billing of Workspace: means the Customer account activation services, including administrative account setup and placing initial orders for End Users; managing additional Customer orders; suspending either a domain owned by a Customer (as such domain is specified during the signup process for use of Google Workspace) or individual End User accounts and such other services required to administer a Customers account.
  
  Billing Support: means Supplier shall support the Customer with Additional Mid-Term Purchases and billing related issues including but not limited to: overcharges, undercharges, credit related issues, refunds for missed Google SLAs, handling billing adjustments.
  
  Flexible: means a month by month basis which may be terminated by providing 30 days written notice of termination to Supplier.
  
  Google Terms of Service: means those terms of service that govern each Customer’s access to and use of Workspace (https://workspace.google.com/intl/en_uk/terms/premier_terms.html) and that must be entered into directly between the Customer and Google or its Affiliates or as passed through to the Customer by Supplier in this Product Specification.
  
  Google Technical Support Service (“Google TSS”): means the then-current Google technical support service for Customers use of Workspace provided by Google to Customer via communications through Supplier.
  
  Google SLA: means the Google service level agreement then in effect for Google TSS and available at: https://workspace.google.com/terms/sla.html
  
  Google Workspace: means a software as a service product owned by Google that groups all the cloud-based productivity and collaboration tools developed by Google for businesses and more particularly described at https://workspace.google.com/terms/user_features.html as amended 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 failure of the Services could lead to death, personal injury or environmental damage.
  
  Multi-Year: means from the Services Start Date a term of multiple years as specified in the Order Form.