G Suite via Reseller (Online) Agreement

This G Suite via Reseller Agreement (“Agreement”) is entered into by Google Ireland Limited, whose principal place of business is at Gordon House, Barrow Street, Dublin 4, Ireland (“Google”), and the entity accepting this Agreement ("Customer"). This Agreement is effective as of the date Customer clicks the “Accept” button below to indicate its acceptance of the terms of this Agreement (“Effective Date”).

1. Services.

  • 1.1 Generally. Google will provide the Services in accordance with this Agreement and the SLA. Google will provide Customer with an Admin Account to use for administering the End User Accounts and other features of the Services. Customer shall: (a) administer End User Accounts using the Admin Console and Admin Tools; and (b) determine the Services to be provided to End Users.
  • 1.2 Modifications to the Services. Google may make commercially reasonable changes to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer via such method as Google may elect provided that Customer has subscribed with Google to be informed about such changes.
  • 1.3 Modifications to URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to any of the URL Terms, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the Admin Console. 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, or Reseller notifies Google on Customer’s behalf, 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 in accordance with this Agreement, they will be renewed under Google's then current URL Terms.

2. Data Processing.

  • 2.1 Data Protection Legislation. In this Agreement the terms “personal data”, “processing”, “controller” and “processor” shall have the meanings ascribed to them in the EU Directive. The parties agree and acknowledge that the Data Protection Legislation applies to the processing of Customer Personal Data.
  • 2.2 Processor. For the purposes of this Agreement and in respect of Customer Personal Data, the parties agree that Customer shall be the controller and Google shall be a processor. Within the scope of this Agreement, Customer shall comply with its obligations as a controller and Google shall comply with its obligations as a processor under the Data Protection Legislation.
  • 2.3 Scope of Processing. Google will process Customer Personal Data for the purposes of maintaining, improving and providing the Services and in accordance with applicable law. Google will process Customer Personal Data in accordance with Customer’s Instructions (in particular, in accordance with Section 1.1) provided that such Instructions are consistent with the Services capabilities and the Google Privacy Policy. If Google is unable to comply with Customer’s Instructions because such Instructions conflict with the Agreement and / or the SLA, Google will notify Customer as soon as reasonably practicable. Following receipt of such notice, Customer may terminate the Agreement for convenience on providing written notice to Google.
  • 2.4 Privacy Policy. Customer will inform End Users that their personal data are processed in accordance with this Agreement and the Google Privacy Policy.
  • 2.5 Data Security. Google will take and implement appropriate technical and organisational measures to protect Customer Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access (“Security Measures”).
  • 2.6 Google Staff. Google will take reasonable steps to ensure compliance with the Security Measures by its employees, contractors and Subcontractors.
  • 2.7 Security Incident. Following the discovery or notification of a Security Incident Google will notify Customer of such Security Incident as soon as reasonably practicable, having regard to the nature of such Security Incident. Google will send any applicable notifications regarding a Security Incident to Customer.
  • 2.8 Security Audit. During the Term, Google will maintain its Statement on Standards for Attestation Engagements (SSAE) No. 16 Type II / International Standards for Assurance Engagements (ISAE) No. 3402 report (or a comparable report) on Google’s systems examining logical security controls, physical security controls, and system availability (“Audit Report”) as related to the Services. At least every 18 months, Google will instruct a third party to produce an updated Audit Report.
  • 2.9 Data Transfers. During the Term, Google shall ensure that Google Inc. remains enrolled in the U.S Department of Commerce Safe Harbor Program (“Safe Harbor”) or adopts an alternative compliance solution which achieves compliance with the terms of Article 25 and 26(2) of the EU Directive (each a “Data Transfer Mechanism”).
  • 2.10 Safe Harbor. While Google remains enrolled in Safe Harbor, Google will ensure: (i) the scope of Google Inc.'s Safe Harbor certification includes Customer Personal Data; and (ii) its processing practices in respect of Customer Personal Data will remain consistent with those described in Google Inc.'s Safe Harbor certification and the Safe Harbor Privacy Principles.
  • 2.11 Subcontracting Data Processing. Customer consents to Google subcontracting the processing of Customer Data to Google Subcontractors in accordance with this Agreement and the Google Privacy Policy. Where Google engages Subcontractors to process Customer Data, Google shall require such Subcontractors to implement appropriate Security Measures and ensure the confidentiality of that data in accordance with Section 7.

3. Customer Obligations.

  • 3.1 Compliance. Customer will ensure that Customer and End Users use the Services in accordance with the Acceptable Use Policy. Google may make new applications,features or functionality available from time to time through the Services,the use of which may be subject to Customer's agreement directly or through Reseller to additional terms. In addition, Google will make available other Non-G Suite Products (beyond the Services) available to Customer and its End Users in accordance with the Non-G Suite Product Terms and the applicable product-specific Google terms of service. If Customer does not wish to enable any of the Non-G Suite Products, Customer can choose to enable or disable (as the case may be) the Non-G Suite Products (or any of them) at any time through the Admin Console. Customer agrees that its use of the APIs is subject to the API Terms of Use.
  • 3.2 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorised to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with this Agreement. Customer acknowledges and agrees that Google is not responsible for the internal management or administration of Customer's electronic messaging system or messages.
  • 3.3 End User Consent. Customer’s Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts through the Admin Console and/ or Admin Tools. Customer will obtain and maintain all required consents from End Users to allow: (a) such Customer access, monitoring, use and/or disclosure and (b) Google to provide the Services in accordance with this Agreement.
  • 3.4 Unauthorised Use. Customer will use its reasonable endeavours to prevent unauthorised use of the Services, and to terminate any unauthorised use. Customer will promptly notify Google of any unauthorised use of, or access to, the Services of which it becomes aware.
  • 3.5 Restrictions on Use. Except to the extent expressly permitted in this Agreement or otherwise agreed by Google in writing, Customer will not, and will use its reasonable endeavours to make sure a third party does not: (a) sell, resell, lease, or the functional equivalent, the Services 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 use of, or access to, the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store any Customer Data that is controlled for export under Export Control Laws.
  • 3.6 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will, to the extent permitted by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) provide Customer with the information or tools required for Customer to respond to the Third Party Request.Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Google only if it cannot reasonably obtain such information itself.

4. Payment.

  • Customer will pay Reseller for the Services. As a result, all payment terms are to be decided upon between Customer and Reseller.

5. Technical Support Services.

  • 5.1 By Customer. Customer or Reseller will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Customer or Reseller will use its reasonable endeavours to resolve support issues before escalating them to Google in accordance with Section 5.2.
  • 5.2 By Google. If Customer or Reseller is unable to resolve a support issue in accordance with Section 5.1, then Customer or Reseller may escalate the issue to Google in accordance with the TSS Guidelines. Google will respond in accordance with the TSS Guidelines.

6. Suspension.

  • 6.1 Of End User Accounts by Google. If Google becomes aware of an End User Account being used in non-compliance with this Agreement, then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google’s request to Suspend an End User Account, then Google may do so. The Suspension will remain in effect until the applicable End User has remedied the breachwhich caused the Suspension.
  • 6.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Google may Suspend the impacted End User Accounts. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Google Suspends an End User Account(s) without prior notice to Customer, at Customer’s request, Google will provide an estimate of the likely duration of the Suspension and the reason for the Suspension as soon as is reasonably practicable.

7. Confidential Information.

  • 7.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to Group Companies, Subcontractors, employees and/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. The recipient will ensure that those people and entities may use such Confidential Information only to exercise rights and fulfil obligations under this Agreement, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
  • 7.2 Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
  • 7.3 Neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party’s prior consent.

8. Intellectual Property Rights; Brand Features.

  • 8.1 Intellectual Property Rights. Except as expressly stated otherwise in this Agreement, neither party shall acquire any right, title, or interest in any Intellectual Property Rights belonging to the other party, or the other party’s licensors. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Google owns all Intellectual Property Rights in the Services.
  • 8.2 Display of Brand Features. Google may display only those Customer Brand Features authorized by Customer (such authorization is deemed to be provided by Customer uploading it’s Brand Features into the Services), and only within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Service Pages to indicate that the Services are provided by Google. Neither party may display or use the other party’s Brand Features except as expressly permitted in this Agreement without the other party’s prior written consent
  • 8.3 Brand Features Limitation. All goodwill arising from the use by Customer of Google's Brand Features shall belong to Google. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement at any time on reasonable written notice.

9. Warranties.

  • 9.1 Warranties. Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.
  • 9.2 Disclaimers. No conditions, warranties or other terms apply to any Services or to any other goods or services supplied by Google under this Agreement unless expressly set out in this Agreement. 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).

10. Term.

  • The term for the Services will be as decided upon between Reseller and Customer. This Agreement will remain in effect for the Term.

11. Termination.

  • 11.1 Termination for Breach. Either party may suspend performance and/or terminate this Agreement, with immediate effect, if the other party: (a) is in material breach of this Agreement where the breach is incapable of remedy; (b) is in material breach of this Agreement two times or more notwithstanding any remedy of such breach; or is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty days after receiving written notice of such breach.
  • 11.2 Termination for Insolvency. Either party may suspend performance and/or terminate this Agreement with immediate effect, if: (a) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration, receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; or (b) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.
  • 11.3 Change of Control. Either party may terminate this Agreement immediately upon written notice if there is a Change of Control of the other party, other than in the context of an internal restructuring or reorganisation of its Group Companies. In this clause the term "Control" shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction of another person and "Change of Control" is to be construed accordingly. The party experiencing such Change of Control will notify the other party in writing of this within 30 days after the Change of Control. If the terminating party has not exercised its right of termination under this clause within 30 days following receipt of notice of the other party’s Change of Control, that right of termination will expire.
  • 11.4 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately; (ii) Google will provide Customer or Reseller access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Google’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Google will delete Customer Data by removing pointers to Customer Data on Google’s servers and overwriting it over time; and (iv) upon request each party will promptly use reasonable endeavours to return or destroy all other Confidential Information of the other party.

12 Indemnification.

  • 12.1 If Customer receives a claim from a third party that either Google’s or any Google Group Company’s technology used to provide the Services or any Google Brand Feature infringe(s) any copyright, trade secret or trade mark of such third party (an “IP Claim”), Customer will: (a) promptly notify Google; (b) provide Google with reasonable information, assistance and cooperation in responding to and, where applicable, defending such IP Claim; and (c) give Google full control and sole authority over the defence and settlement of such IP Claim.
  • 12.2 Provided Customer complies with Section 12.1 and subject to Section 12.3, Google will accept full control and sole authority over the defence and settlement of such IP Claim and will indemnify Customer against all damages and costs awarded for such IP Claim, settlement costs approved in writing by Google in relation to such IP Claim, reasonable legal fees necessarily incurred by Customer in relation to such IP Claim and reasonable costs necessarily incurred by Customer in complying with Section 12.1(b).
  • 12.3 Google will not have any obligations or liability under this Section 12 in relation to any IP Claim arising from: (a) use of the Services or Google Brand Features in breach of this Agreement, in a modified form or in combination with Third Party Products and/or (b) any content, information or data provided to Google by Customer, End Users or any other third parties.
  • 12.4 Google may (at its sole discretion) suspend Customer’s use of any Services which are alleged, or believed by Google, to infringe any third party’s Intellectual Property Rights, or modify such Services to make them non-infringing. If the foregoing option is not commercially reasonable, Google may suspend or terminate Customer’s use of the impacted Services. If any suspension under this section continues for more than 30 days, Customer may, at any time until use of the applicable Services is reinstated, terminate this Agreement immediately upon written notice.
  • 12.5 If Google receives a claim from a third party that the Customer Data, Customer Domain Name(s) and/or Customer Brand Features infringe any Intellectual Property Rights of such third party (a “Customer IP Claim”), Google will: (a) promptly notify Customer; (b) provide Customer with reasonable information, assistance and cooperation in responding to and, where applicable, defending such Customer IP Claim; and (c) give Customer full control and sole authority over the defence and settlement of such Customer IP Claim. Google may appoint its own supervising counsel of its choice at its own expense.
  • 12.6 Provided Google complies with Section 12.5, Customer will accept full control and sole authority over the defence and settlement of such Customer IP Claim and will indemnify Google against all damages and costs awarded for such IP Claim, settlement costs approved in writing by Customer in relation to such IP Claim, reasonable legal fees necessarily incurred by Google in relation to such IP Claim and reasonable costs necessarily incurred by Google in complying with Section 12.5(b).
  • 12.7 Section 12 states the parties’ entire liability and exclusive remedy with respect to infringement of a third party’s Intellectual Property Rights.

13. Limitation of Liability.

  • 13.1 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; or (c) breach of any implied condition as to title or quiet enjoyment.
  • 13.2 Save to the extent that this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability under Section 12 (Indemnities).
  • 13.3 Subject to sections 13.1 and 13.2, neither party shall be liable under this Agreement (whether in contract, tort 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) subject to section 14.3, loss of or corruption of data;
    • (e) loss of reputation or damage to goodwill; and
    • (f) special, indirect or consequential losses.
  • 13.4 Subject to Sections 13.1, 13.2 and 13.3, each party's liability under this Agreement (whether in contract, tort (including negligence) or otherwise), whether in relation to liability arising from any given event or series of connected events, shall be limited to £25,000

14. G Suite Services

  • 14.1 If G Suite Core Services are ordered, then the following provisions shall apply in relation to such Services:
    • (a) Ads. The default setting for the Services is one that does not allow Google to serve Ads. Customer, or Reseller on behalf of Customer, may change this setting in the Admin Console, which constitutes Customer’s authorisation for Google to serve Ads. If Customer, or Reseller on behalf of Customer, enables the serving of Ads, it may revert to the default setting at any time and Google will cease serving Ads.
    • (b) Requesting Additional End User Accounts. Requesting End User Accounts, as well as initial and renewal terms for the Services, are to be decided upon between Customer and Reseller.
    • (c) Aliases. Customer or Reseller is solely responsible for monitoring, responding to, and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Name(s). Customer agrees that Google may monitor emails sent to these aliases for Customers Domain Name(s) to allow Google to identify Services abuse.
  • 14.2 Google Message Security. If G Suite Core Services are purchased by Customer, then Google may, at its sole discretion and at no additional charge, provide to Google Message Security (as either a standalone product or integrated as part of the G Suite Core Services) to Customer in respect of purchased End User Accounts for G Suite Core Services.
  • 14.3 Google Vault. If Customer purchases Google Vault, the following terms apply:
    • (a) Retention. Google will retain the applicable archived Customer Data for the period selected in the Services by the Administrator, but only if Customer renews Google Vault for the entire retention period. If the Google Vault Services expire or are terminated in accordance with the terms of the Agreement, Google’s obligation to retain the archived Customer Data will immediately terminate.
    • (b) Additional Purchases. With each additional purchase of End User Accounts for the Services, Customer will receive access to, and will be invoiced for, Google Vault for that same number of End User Accounts.
    • (c) Data Recovery. Subject to the remaining provisions of section 13, the provisions of section 13.3(d) shall not limit Customer’s right to recover Customer’s direct costs of recovering Customer Data processed by the Google Vault Services.

15. Miscellaneous.

  • 15.1 Notices. Unless otherwise specified in this Agreement, All notices of termination or breach must be in English, in writing, addressed to the other party’s Legal Department and sent to Customer’s postal address, fax number or email address identified in this Agreement or to legal-notices@google.com (as applicable) or such other address as either party has notified the other in accordance with this Section 16.1. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address.
  • 15.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other, except for an assignment to any Group Company where: (i) the assignee has agreed in writing to be bound by the terms of this Agreement; (ii) the assignor has notified the other party of such assignment; and (iii) where Customer is the assignor, the assignee has passed any relevant credit checks required by Google.
  • 15.3 Sub-contracting. Subject to section 2.11, 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.
  • 15.4 Force Majeure. Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control.
  • 15.5 Suspension to Comply with Applicable Law. Google may (at its sole discretion) suspend the provision of any Services or modify any Services at any time to comply with any applicable law. If any suspension under this clause continues for more than 30 days, Customer may, at any time until use of the applicable Services is reinstated, terminate this Agreement immediately upon written notice.
  • 15.6 No Waiver. Failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such (or any other) right or remedy.
  • 15.7 Severability. The invalidity, illegality or unenforceability of any term (or part of a term) of this Agreement shall not affect the continuation in force of the remainder of the term (if any) and this Agreement.
  • 15.8 No Agency. Except as expressly stated otherwise, nothing in this Agreement shall create an agency, partnership or joint venture of any kind between the parties.
  • 15.9 No Third-Party Beneficiaries. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.
  • 15.10 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
  • 15.11 Governing Law. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights. If this Agreement is translated into any other language, if there is conflict the English text will take precedence.
  • 15.12 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.
  • 15.13 Entire Agreement. Subject to Section 13.1(b), this Agreement sets out all terms agreed between the parties in relation to its subject matter and supersedes all previous agreements between the parties relating to the same. In entering into this Agreement neither party has relied on any statement, representation or warranty not expressly set out in this Agreement.
  • 15.14 Interpretation of Conflicting Terms. If there is a conflict between this G Suite via Reseller Agreement and the terms located at any URL, this G Suite via Reseller Agreement will take precedence.
  • 15.15 Export Laws. Customer will not use the Services to store or transfer any Customer Data that would be controlled for export under the Export Control Laws. Breach of this section will be considered a material breach of this Agreement and Google may terminate this Agreement with immediate effect.

16. Definitions.

  • 16.1 In this Agreement unless expressly stated otherwise:
    • "Acceptable Use Policy" means the acceptable use policy for the Services located here: https://www.google.com/apps/intl/en-GB/terms/use_policy.html or other such URL as may be provided by Google.
    • "Admin Account" means the administrative account provided to Customer by Google, or to Reseller by Customer, for the purpose of administering the End User Accounts. The use of the Admin Account requires a password, which Google will provide to Customer or Reseller.
    • "Admin Console" means the online tool provided by Google to Customer for use in reporting and certain other administration functions.
    • "Admin Tool" means online tools or APIs, or both, provided by Google to Customer to be used by Customer in connection with Customer’s administration of the Services for End Users, which may include, among other things, account maintenance and enforcement of Customer usage policies.
    • "Administrators" means the Customer-designated technical personnel who administer the Services for End Users on Customer’s behalf.
    • "Ads" means online advertisements displayed by Google to End Users.
    • "APIs" means the Google APIs from time to time listed here: https://developers.google.com/google-apps/app-apis or other such URL as may be provided by Google.
    • "API Terms of Use" means the terms of use as may be updated from time to time located here: https://www.google.com/a/help/intl/en-GB/admins/api_terms.html or other such URL as may be provided by Google.
    • "Audit Report" has the meaning given in section 2.8.
    • "Brand Features" means each party’s trade names, trademarks, logos, domain names and other distinctive brand features.
    • "Confidential Information" means information disclosed by one party to the other party under this Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be supposed to be confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was lawfully given to the recipient by a third party.
    • "Customer Data" means data, including email, provided, generated, transmitted or displayed via the Services by Customer, or Reseller on behalf of Customer, or End Users.
    • "Customer Domain Name(s)" mean the domain name(s) owned or controlled by Customer, which will be used in connection with the Services.
    • "Customer Personal Data" means the personal data processed by or on behalf of Google pursuant to this Agreement.
    • "Data Protection Legislation" means the national provisions adopted pursuant to the EU Directive, in the country in which the Customer is established.
    • "Effective Date" means the date this Agreement is countersigned.
    • "Emergency Security Issue" means either: (a) an End User’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other End Users’ 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 Users" means the individuals Customer permits to use the Services.
    • "End User Account" means Google-hosted accounts provided to End Users through the Services for the purpose of enabling such End Users to use the Service.
    • "EU Directive" means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.
    • "Export Control Laws" means all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
    • "G Suite Core Services" means the services (e.g. G Suite and Google Vault) which are more fully described here: https://www.google.com/a/help/intl/en-GB/users/user_features.html, or other such URL as Google may provide.
    • "Google Privacy Policies" means: (a) the privacy notice located at https://www.google.com/a/help/intl/en-GB/admins/privacy.html; and (b) the privacy policy located at https://www.google.com/intl/en-GB/privacy/privacy-policy.html, as such notice, policy or URLs may be updated from time to time by Google.
    • "Group Company" means in relation to each of the parties: (a) any parent company of that party; and (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same person or group of persons as that party.
    • "Help Centre" means the Google help centre accessible at https://www.google.com/support/?hl=en-GB or other such URL as may be provided by Google.
    • "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.
    • "Intellectual Property Rights" means all copyright, moral rights, patent rights, trade marks, design right, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
    • "Instructions" means the written instructions of the Customer specified in this Agreement (as amended or replaced) and any subsequent written instructions from the Customer to Google and acknowledged by Google.
    • "Material Subcontractor" means third party suppliers engaged by Google (other than a Google Group Company) to provide Technical Support Services to Customer. A list of Material Subcontractors can be found here: https://sites.google.com/a/google.com/google-apps-subcontractors/.
    • "Non- G Suite Products" means Google products which are not part of the Services, but which may be accessed by End Users using their End User Account login and password. The Non-G Suite Products are those set forth from time to time at the following URL: https://www.google.com/support/a/bin/answer.py?hl=en&answer=181865 , or such other URL as Google may provide.
    • "Non-G Suite Product Terms" means the then-current terms found at the following URL: https://www.google.com/apps/intl/en-GB/terms/additional_services.html, or such other URL as Google may provide from time to time.
    • "Notification Email Address" means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.
    • "Reseller" means the authorized G Suite Reseller Customer is paying to provide access to and use of the Services.
    • "Safe Harbor Privacy Principles" means the U.S. Department of Commerce Safe Harbor framework requirements as set out at following URL:http://export.gov/safeharbor/eu/eg_main_018475.asp, or any replacement framework or URL from time to time.
    • "Security Incident" means accidental or unlawful distribution or accidental loss, alteration, or unauthorised disclosure or access to Customer Data.
    • "Security Measures" has the meaning given to it in Section 2.5.
    • "Services" means the services (e.g. G Suite) which are more fully described here: https://www.google.com/a/help/intl/en-GB/users/user_features.html, or other such URL as Google may provide.
    • "Service Pages" mean the web pages displaying the Services to End Users.
    • "Services Term" means the Initial Services Term and all renewal terms for the applicable Services.
    • "SLA" means the Service Level Agreement located here: https://www.google.com/apps/intl/en-GB/terms/reseller_sla.html, or such other URL as Google may provide.
    • "Subcontractor" means Google Group Companies, Material Subcontractors and third parties.
    • "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.
    • "Technical Support Services" or "TSS" means the technical support services provided to Customer in accordance with the TSS Guidelines.
    • "Term" means the term of this Agreement which will begin on the Effective Date and continue for as long as Customer is receiving the Services from Google, unless terminated earlier pursuant to this Agreement or pursuant to Customer’s agreement with Reseller.
    • "Third Party Products" means any products, software or services not licensed or provided to Customer by Google pursuant to this Agreement.
    • "Third Party Request" means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.
    • "Trademark Guidelines" means Google's Guidelines for Third Party Use of Google Brand Features as may be updated from time to time located here: https://www.google.com//intl/en-GB/permissions/guidelines.html, or other such URL as may be provided by Google.
    • "TSS Guidelines" means Google's technical support services guidelines then in effect for the applicable Services. TSS Guidelines are located at the following URL: https://www.google.com/a/help/intl/en-GB/admins/tssg.html or such other URL as may be provided by Google.
    • "URL Terms" means those terms located at any URL referenced in this Agreement but excluding the Google Privacy Policies.
  • 16.2 In this Agreement, the words "include" and "including" will not limit the generality of any words preceding them.