G Suite for Education (Online) Agreement

This G Suite for Education Agreement (the “Agreement”) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland, with offices at Gordon House, Barrow Street, Dublin 4, Ireland, and the customer identified in the Order Form ("Customer"). This Agreement is effective as of the date Customer clicks the "I Accept" button below or, if applicable, the date the Agreement is countersigned (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind Customer, please do not click the "I Accept" button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer’s access to and use of the Services and will be effective as of the Effective Date.

  • 1. Services.
    • 1.1 General. 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.
      • (a) 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 material change.
      • (b) To URL Terms.Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to 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, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term. If the Services are renewed, they will be renewed under Google's then current URL Terms.
      • (c) Discontinuance of Services. Subject to Section 1.2(d), Google can discontinue any Services or any portion or feature for any reason at any time without liability to Customer.
      • (d) Deprecation Policy. Google will notify Customer if it intends to make a Significant Deprecation. Google will use commercially reasonable efforts to continue to provide the Services without a Significant Deprecation for at least one year after that notification, unless (as Google determines in its reasonable good faith judgment): (i) otherwise required by law or by contract (including if there is a change in applicable law or contract), or (ii) doing so could create a security risk or a substantial economic or technical burden. This policy is the “Deprecation Policy.”
    • 1.3 Aliases. Customer 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 Customer’s Domain Name(s) to allow Google to identify Services abuse.
    • 1.4 Advertising. Notwithstanding any other term of the Agreement, Google will not process Customer Data for Advertising purposes or serve Advertising in the Services
    • 1.5 End User Accounts. Customer may request additional End User Accounts during the Term by requesting them online via the Admin Console or by contacting its designated Google Account Manager or Google support personnel or Reseller (as applicable). For each order of additional End User Accounts during the Term, Google or the Reseller (as applicable) and Customer will execute an additional Order Form reflecting the order.
    • 1.6 Google Vault. If Customer uses Google Vault, then 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.
  • 2. Data Processing; Security
    • 2.1 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.
    • 2.2 Updates to Data Processing Amendment. Subject to Sections 1.2(a) with 1.2(c) and 1.2(d), 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 or the Admin Console.

  • 3. Customer Obligations.
    • 3.1 Compliance. Customer will ensure that Customer and End Users use the Services in compliance 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 to additional terms. In addition, Google will make available other Non-Google Apps Products (beyond the Services) available to Customer and its End Users in accordance with the Non-Google Apps Product Terms and the applicable product-specific Google terms of service. If Customer does not wish to enable any of the Non-Google Apps Products, Customer can choose to enable or disable (as the case may be) the Non-Google Apps 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 Reseller as Administrator. If Customer orders Services via Reseller, Reseller may have Administrator access to Customer’s Account and Customer’s End User Accounts. As between Google and Customer, Customer is solely responsible for: (i) any access by Reseller to Customer’s Account or Customer’s End User Accounts; and (ii) defining in the Reseller Agreement any rights or obligations as between Reseller and Customer with respect to such access and the Services.
    • 3.4 End User Consent. Customer’s Administrators 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 or disclosure; and (b) Google to provide the Services in accordance with this Agreement. Customer acknowledges and agrees that Reseller may disclose End User personal data to Google as reasonably required in order for Reseller to handle any support issues that Customer may choose to escalate to or via Reseller.
    • 3.5 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.
    • 3.6 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 the International Traffic in Arms Regulations (ITAR).
    • 3.7 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.
    • 3.8 Permitted Uses. The Services are permitted for use only by (a) non-profit educational institutions; and (b) other non-profit entities (as defined under applicable law).
  • 4. Payment.
    • 4.1 Orders via Reseller. If Customer orders the Services from Reseller: (a) any payments will be made directly to Reseller pursuant to the Reseller Agreement; (b) the remaining provisions in this Section 4 (Payment) will not apply; (c) Google will provide to Reseller any refunds or credits that may be due in respect of Customer; and (d) any obligation on the part of Reseller to provide any such refunds or credits to Customer will depend on the terms of the Reseller Agreement.
    • 4.2 Direct Orders. Unless stated otherwise in an applicable Order Form or applicable invoice, Customer will pay Google the fee for the Services set out in the applicable Order Form (“Fees”). All Fees are due 30 days from the invoice date. All payments due are in the currency specified on the invoice. Payments made via wire transfer must include the wire transfer instructions set out in the invoice.
    • 4.3 Late Payments. Google may charge interest at the rate of 2% per annum above the base rate of Barclays Bank PLC from time to time, from due date until the date of actual payment, whether before or after judgment, on any Fee for the Services which is overdue. Customer will be responsible for all reasonable expenses (including legal fees) incurred by Google in collecting overdue and unpaid amounts, except where such overdue and unpaid amounts are due to Google’s billing inaccuracies.
    • 4.4 Invoice Disputes. Any invoice disputes must be submitted prior to the invoice due date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Google will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice.
    • 4.5 Purchase Orders. The parties agree that none of the terms and conditions of any purchase order issued by Customer will apply to or modify this Agreement and that any terms or conditions in such purchase orders are null and void.
    • 4.6 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. Technical Support Services.
    • 5.1 By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customers’ or End Users’ use of the Services. Customer 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 is unable to resolve a support issue in accordance with Section 5.1 above, then Customer 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 breach which 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 any 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.
    • 6.3 Suspension for Non-Payment and Delinquent Payment. As of the first date Customer becomes delinquent on Fees owed, Customer’s Account may be Suspended until all delinquent Fees have been paid.
    • 6.4 Suspension to Comply with Laws. Google may at its sole discretion Suspend the provision of any Services at any time if required to comply with any applicable law.
  • 7. Confidential Information.
    • 7.1 Protection of Confidential Information. The recipient (“Recipient”) of Confidential Information disclosed by the other party (the “Provider”) will not disclose that information except as described in Section 7.2 (Disclosure of Confidential Information). The Recipient will use the Provider’s Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.
    • 7.2 Disclosure of Confidential Information.
      • (a) General. Subject to the remainder of this Section 7.2, the Provider’s Confidential Information may be disclosed: (i) by the Recipient to its Affiliates, Reseller (where applicable), employees, agents, sub-contractors or professional advisors who need to know it and who have a legal obligation to keep it confidential (collectively, “Delegates”); (ii) by the Recipient or its Affiliates pursuant to a Legal Process; or (iii) with the Provider’s written consent. The Recipient will ensure that its Delegates are subject to the same non-disclosure and use obligations as apply to the Recipient under Section 7.1 (Protection of Confidential Information).
      • (b) Notification. Before the Provider’s Confidential Information is disclosed pursuant to a Legal Process as described in Section 7.2(a), the Recipient will, or will ensure that its Affiliate will, use commercially reasonable endeavours to promptly notify the Provider (via the Notification Email Address, in the case of notices given by Google), provided however that the Recipient or its Affiliate may disclose the Provider’s Confidential Information pursuant to a Legal Process without giving prior notice if the Recipient 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
    • 7.3 Opposition. The Recipient will cooperate with the Provider’s reasonable requests relating to efforts to oppose disclosure of its Confidential Information.
  • 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 any of 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 its Brand Features into the Services), and only within designated areas of the Services Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Services Pages to indicate that Google provides the Services. 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 Brand Features shall belong to Google. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice at any time on reasonable written notice.
  • 9. Warranties.
    • 9.1 Warranties. Each party represents that to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.
    • 9.2 Disclaimers. Google hereby disclaims any conditions, warranties or other terms relating to any Services or to any other goods or services or any information 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 calls, including emergency services calls, over publicly switched telephone networks.
  • 10. Term; No Fees.
    • 10.1 Term. This Agreement shall commence on the Effective Date and continue in force until the end of the last Services Term, unless terminated earlier in accordance with its terms (“Term”).
    • 10.2 Services Term and Purchases During Services Term. Google will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts added during any Services Term will have a prorated term ending on the last day of that Services Term.
    • 10.3 Auto Renewal. At the end of the Services Term, the Services (and all End User Accounts previously ordered) will automatically renew for an additional Services Term of twelve months. If either party does not want the Services to renew, then it must notify the other party in writing at least fifteen days prior to the end of the then current Services Term. This notice of non-renewal will be effective upon the conclusion of the then current Services Term.
    • 10.4 Fees. During the Initial Services Term, Google will not charge Customer Fees for the Services (other than for paid storage, if applicable). Upon the parties’ mutual written agreement, (a) Google may charge Customer Fees for the Services after the Initial Services Term and (b) Google may charge Customer Fees for a premium version of the Services or for optional functionality or enhancements that may be added to the Services by Google (such as paid storage, if applicable).
    • 10.5 Revising Rates. For Services which Customer has purchased for a Fee, Google may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.
  • 11. Termination.
    • 11.1 Termination for Breach. Either party may suspend performance and/or terminate this Agreement (including all Order Forms entered into under it), with immediate effect, if the other party: (a) is in material breach of this Agreement where the breach is incapable of remedy; (b) the other party is in material breach of this Agreement two times or more notwithstanding any remedy of such breach; or (c) 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. 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. Where Google has the right to terminate this Agreement under this section, Google may also suspend or terminate all or any part of the Services for as long as such termination right applies.
    • 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 Affiliate. 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 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.
    • 11.5 Other Termination. Customer may terminate this Agreement for any reason (or no reason) with thirty days prior written notice to Google, provided, however, that Customer will remain obligated to pay any Fees for Services which Customer has purchased applicable to the remainder of the then-current Services Term for those Services.
    • 11.6 Effects of Termination. If this Agreement is terminated or expires, then: (a) 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 15.15(Survival)); (b) Customer will not have access to, or the ability to export, Customer Data after the effective date of termination or expiry of the Agreement and will be responsible for using the functionality of the Services to delete all Customer Data from the Services by such date; (c) following such deletion of Customer Data by Customer, Google will delete Customer Data as described in the Data Processing Amendment; and (d) upon request each party will promptly use reasonable endeavours to return or destroy all Confidential Information (excluding Customer Data) of the other party.
  • 12. Indemnification.
    • 12.1 If Customer receives a claim from a third party that either Google’s or any Affiliate’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 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. If the Services are terminated in accordance with this Section 12.4, then Google will provide a pro-rated refund of the fees applicable for the period following termination of the Services either to Reseller (if Customer ordered the Services from Reseller) or to Customer (if Customer ordered the Services directly from Google).
    • 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).
  • 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) loss of reputation or damage to goodwill; and
      • (e) special, indirect or consequential losses.
    • 13.4 Subject to Section 13.1, 13.2 and 13.3, each party's liability under this Agreement (whether in contract, tort or otherwise) in relation to liability arising from any given event or series of connected events, shall be limited to: (a) 125% of the total Fees paid by Customer under this Agreement in the 12 months immediately preceding the month in which the event (or first in a series of connected events) giving rise to the liability occurred; or (b) £50,000, whichever is the greater.
  • 14. 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.
  • 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 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 15.1. 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 party, except to an Affiliate, but only if: (a) the assignee has agreed in writing to be bound by the terms of this Agreement; and (b) the assignor has notified the other party of such assignment in writing. Any other attempt to transfer or assign is void.
    • 15.3 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.
    • 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 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.
    • 15.6 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.
    • 15.7 No Agency. The parties, and Reseller (if applicable), are independent contractors, and this Agreement does not create an agency, partnership or joint venture between or among Customer or Google or Reseller (regardless of the use of the term “partner”, “certified” or other similar designation).
    • 15.8 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.
    • 15.9 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.
    • 15.10 Amendments. Any amendment must be in writing, must expressly state that it is amending this Agreement, and must be signed by both parties.
    • 15.11 Entire Agreement. Subject to Section 13.1(b), this Agreement, which includes the Order Form(s), Data Processing Amendment, URL 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 or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.
    • 15.12 Interpretation of Conflicting Terms. If there is a conflict between this Agreement and the terms located at any URL, this Agreement will take precedence.
    • 15.13 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
    • 15.14 Survival. The following sections will survive expiry or termination of this Agreement: Sections 4, 7, 8.1, 9.2, 11.6, 12, 13, 15 and 16. The Data Processing Amendment will survive expiry or termination of this Agreement as set out in the Data Processing Amendment.
  • 16. Definitions.
    • 16.1 In this Agreement unless expressly stated otherwise:
    • “Acceptable Use Policy” means the acceptable use policy for the Services available at https://gsuite.google.com/terms/use_policy.html or such other URL as may be provided by Google.
    • “Account Manager” means the Google business person working with Customer regarding Customer’s order of the Services.
    • “Admin Account(s)” means the administrative account(s) provided to Customer by Google for the purpose of administering the End User Accounts. The use of the Admin Account(s) requires a password, which Google will provide to Customer.
    • “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” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.
    • “Advertising” means online advertisements displayed by Google to End Users, excluding any advertisements Customer expressly chooses to have Google or any Google Affiliate display in connection with the Services under a separate agreement (for example, Google AdSense advertisements implemented by Customer on a website created by Customer using the "Google Sites" functionality within 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.
    • “Agreement” means each Order Form, this Google Apps for Education Agreement and any document referred to in the Order Form and Google Apps for Education Agreement (including the URL Terms).
    • “Billing Start Date” means the date upon which Customer will begin paying Google for the Services.
    • “Brand Features” means the trade names, trademarks, services 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 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. For the avoidance of doubt, the terms and conditions of this Agreement are Confidential Information.
    • “Customer Data” means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.
    • “Customer Domain Names” means the domain names owned or controlled by Customer used in connection with the Services. Customer may provide the Services to any of its sub-domains (for example, if Customer Domain Name is “edu.com”, a sub-domain may include “alumni.edu.com”) without written approval from Google.
    • “Customer Personal Data” means the personal data processed by or on behalf of Google pursuant to this Agreement.
    • “Data Processing Amendment” means Google’s then-current amendment to this Agreement describing Google’s data protection and processing obligations with respect to Customer Data, as available at the following URL link: https://gsuite.google.com/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.
    • “Emergency Security Issue” means either: (a) Customer’s or End User’s use of the Services in violation of the Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other End Users’ or customers’ 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 a Google-hosted account provided to End Users through the Services for the purpose of enabling such End Users to use the Services.
    • “Export Control Laws” means all applicable export and re-export control laws and regulations, including (i) trade and economic sanctions maintained by the U.S Treasury Department’s Office of Foreign Assets Control, and (ii) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State, but excluding the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce.
    • “Fees” has the meaning given to it in Section 4.1.
    • “Help Centre” means the Google help centre accessible at https://www.google.com/support/hl=en, or other such URL as Google may provide.
    • “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.
    • “Initial Services Term” means the term for the applicable Services beginning on the Service Commencement Date and continuing for the “Current Services Term” set forth in the Order Form from the Billing Start Date (if an Order Form applies to the Services), or if no Order Form applies to the Services, for the term that the begins on the Effective Date and continues for 12 months.
    • “Initial Term Charge” means the charge for the Services for the Initial Services Term (excluding any applicable one time fees), as set forth in the Order Form.
    • “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.
    • “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.
    • “Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.
    • “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 set forth at the following URL: https://support.google.com/a/answer/181865?hl=en, or such other URL as Google may provide.
    • “Non-G Suite Product Terms” means the terms found at the following URL: https://gsuite.google.com/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, if applicable, the authorized reseller that sells or supplies the Services to Customer subject to this Agreement.
    • “Reseller Agreement” means the separate agreement between Customer and Reseller regarding the Services. The Reseller Agreement is independent of and outside the scope of this Agreement.
    • “Services” means the G Suite for Education Services provided by Google and used by Customer under this Agreement. The Services are described here:https://gsuite.google.com/terms/user_features.html , or such other URL as Google may provide.
    • “Services Commencement Date” is the date upon which Google makes the Services available to Customer.
    • “Services Pages” mean the web pages displaying the Services to End Users.
    • “Services Term" means Initial Services Term or the relevant Renewal Term as applicable.
    • “Significant Deprecation” means to discontinue or to make backwards incompatible changes to the Services that results in Google no longer providing to its enterprise-customer base the ability to: (1) to send and receive e-mail messages; (2) schedule and manage events; (3) create, share, store and sync files; (4) communicate with other end users in real time; or (5) search, archive, and export email messages.
    • “SLA” means the Services Level Agreement located here:https://gsuite.google.com/terms/sla.html , or other such URL as Google may provide.
    • “Suspend” 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 taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to all transactions under the Agreement, including penalties and interest, but specifically excluding taxes based upon Google's net income.
    • “Trademark Guidelines” means Google’s Guidelines for Third Party Use of Google Brand Features, located at the following URL: http://www.google.com/permissions/guidelines.html, or other such URL as Google may provide.
    • “TSS” means the technical support services provided by Google to the Administrators during the Term pursuant to the TSS Guidelines.
    • “TSS Guidelines” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: https://gsuite.google.com/terms/tssg.html or such other URL as Google may provide.
    • “URL Terms” means, collectively, the Acceptable Use Policy, SLA and TSS Guidelines.
    • 16.2 In this Agreement, the words "include" and "including" will not limit the generality of any words preceding them.