1. Onboarding

1.1. The Onboarding Period begins on the Services Start Date and lasts for four weeks or until the Onboarding Activities are complete, whichever is later.

1.2. During the Onboarding Period, the Supplier and the Customer will work together on the following:

Collectively the “Onboarding Activities”

1.3. Once these Onboarding Activities are complete, the Supplier will begin fulfilling the Supplier Obligations outlined in clause 2. Please note that if the Customer does not participate in completing the Onboarding Activities, it will extend the Onboarding Period and delay the start of the Supplier's obligations.

Supplier Obligations

2. Reactive Support

The Supplier shall:

2.1. respond to Incidents raised by a Customer Named Contact in accordance with the Service Level Agreement;

2.2. reclassify the priority of an Incident raised by the Customer when it has been incorrectly prioritised by the Customer;

2.3. track and report Incidents raised by the Customer in the Supplier Support Portal;

2.4. diagnose and guide the Customer through the Incident. The Supplier will not resolve the Incident for the Customer as part of this service. This service is limited to diagnosis and guidance to enable the Customer to resolve. If the Customer purchases additional Managed Services from the Supplier that encompasses resolution, and the issue falls within the scope of that Managed Service, the Supplier may resolve it in accordance with the terms of that specific Managed Service;

2.5. reserve the right to reject an Incident or levy additional Charges where any of the following apply:

3. Escalation to Google TSS

3.1. Where the Supplier is unable to resolve an Incident, as the root cause of the Incident is related to how the underlying Google services have been configured or are being used or the root cause of the Incident is due to the underlying Google service being unreachable or not performing according to Google’s documentation and terms and conditions and the Incident relates to an Eligible Project, the Supplier shall:

4. Customer Obligations

The Customer shall:

4.1. cooperate with the Supplier as required to complete the Onboarding Activities;

4.2. report all Incidents via the Available Support Channels set out in the SLA; and

4.3. cooperate with the Supplier as required to enable the Supplier to perform its obligations.

4.4. determine which Projects shall be eligible for escalation to Google TSS (“Eligible Projects”);

4.5. ensure that only the Eligible Projects are linked to the Eligible Subaccount;

5. Out of scope

5.1. Anything not expressly stated to be within these Product Specific Terms is agreed to be out of scope. Additionally, the Supplier expressly highlights the following items as out of scope:

6. General

6.1. Once the Customer has determined the Eligible Projects. These Projects shall remain as Eligible Projects for a minimum of 6 calendar months.

6.2. Unless otherwise set out in the relevant Ordering Document, Supplier shall invoice the Customer the Qodea Support for GCP Fee annually in advance and the Qodea GCP Support Variable Fee, monthly in arrears.

6.3. In the event that the Google element of Supplier' costs increase, Supplier reserves the right to adjust the Charges or mechanism for calculating the Charges accordingly to reflect the increased costs. Supplier will give the Customer notice of these changes as soon as is reasonably practicable.

6.4. The Supplier may increase the Charges annually. This increase will be based on the preceding month's announced inflation rate (either ONS CPI (Consumer Price Index) for contracts with Qodea Limited/Qodea Technology Limited, or ECB HICP (Harmonised Index of Consumer Prices) for contracts with Cloud Technology Solutions Nederlands B.V./Appsbroker Europe GmbH), plus an additional 3%. If the applicable inflation rate is negative, only the 3% additional charge will apply.

6.5. The relevant Ordering Document shall auto-renew for 12 month periods at Supplier’ then current pricing unless the Customer gives at least 30 days prior written notice to terminate.

7. Definitions

7.1. The following definitions apply in these Product Specific Terms:

Customer Named Contact: means a Customer appointed individual authorised to raise Incidents in line with the SLA.

Customer’s Cloud Services: means as set out here: https://cloud.google.com/terms/services?hl=en and underpinning the Customer’s Google Cloud Environment. The following Google services are excluded: Looker Original, Looker Studio and Looker Studio Pro, Google Chrome and related addons, Google Workspace, Google Maps, Google Ads, Google Analytics, Google Chronicle Security, Mandiant, Google Voice, Any Google Cloud Marketplace offerings and Pre-General Availability offerings;

Customer’s Google Cloud Environment: means all Google Cloud resources, services, and configurations on Google Cloud Projects linked to the Customer’s Sub Billing Account.

Customer Sub Billing Account: means as defined in the Ordering Document.

Eligible Projects: means Projects which the Customer has determined shall be eligible for escalation to Google TSS.

Eligible Subaccount: means the Customer’s GCP billing account which is linked to the Eligible Projects.

Incident: means an unplanned interruption to or unexpected behaviour of the Customer’s Cloud Services.

Project: means a collection of Google Cloud Platform resources.

Qodea Support for GCP Fee: means the amount set out in the Order Form which shall be payable annually in advance.

Qodea GCP Support Variable Fee: means a percentage of the Customer’s Billing of GCP consumption set out in the Order Form for the preceding month consumed on the Eligible Subaccount.

Service Level Agreement or SLA: means as set out below: