G Suite Referral Programme Agreement
This G Suite Referral Programme Agreement (“Agreement”) is entered into by
Google Ireland Limited (“GIL”) and Google Commerce Limited (“GCL”), both with
offices at Gordon House, Barrow Street, Dublin 4, Ireland (collectively,
“Google”), and the individual or entity accepting this Agreement
(“Participant”). This Agreement governs the Participant’s participation in
the Google Cloud Referral Programme described herein (the “Programme”). If
you are accepting on behalf of the Participant, you represent and warrant
that you: (a) have full legal authority to bind the Participant to this
Agreement; (b) have read and understood the terms of this Agreement; and (c)
agree to those terms on behalf of the Participant. If you do not have the
legal authority to bind the Participant, please do not click the “Submit”
button below. This Agreement is effective between the Participant and Google
from the date that the Participant electronically accepts this Agreement (the
“Contract Year” means a period of one year starting on the Effective Date or
the relevant anniversary of the Effective Date (as appropriate).
“Customised URL” means the unique URL or Domains Widget for use by the
Participant in order to correlate Eligible Referrals submitted by the
Participant with the Participant’s Programme account.
register domain names and purchase the Services on a Participant’s website.
Its use is subject to the Google Domains Widget
Terms and Conditions.
“Eligible Referral” means a net new customer lead for the Services that (a)
may result in an online purchase of the Services directly from GIL or GCL,
and (b) is not an Ineligible Referral.
“Fee Assessment Date” means the date during the Fee Assessment Period on
which the number of Referred End Users is lowest, as determined after expiry
of the Fee Assessment Period and subject to Clause 13.5.
“Fee Assessment Period” means the period starting on the 15th day after the
start of the Minimum Purchase Period and ending when the Minimum Purchase
Period ends, subject to Clause 13.5.
“Incentives” means redeemable coupons, promotion codes, or other incentives
for use by the Participant in promoting and marketing the Services under this
“Ineligible Participants” means government-controlled entities and any of
their employees; political parties and candidates; and agents, contractors or
employees of Google or any of its affiliated companies.
“Ineligible Referrals” means government-controlled entities and any of their
employees; educational institutions; political parties and candidates; and
any then-current or previous customers of the Services (i.e. any customers
who have already or previously purchased the Services from Google either
directly or via a reseller, including any customers who had previously
qualified as Eligible Referrals and are renewing orders that had previously
qualified as Valid Transactions).
“Minimum Purchase Period” means the 120-day period starting on the date of
completion of a Valid Transaction.
“Offline Agreement” means a purchase of the Services made offline by an
Eligible Referral submitted by the Participant to Google, following a request
by such referral for a change to Google’s then-standard online contract terms
for the Services or if, for any other reason, the purchase cannot be
“Programme Guide” means a set of applicable Programme terms made available by
Google via the Resource Portal and which is incorporated into this Agreement.
“Referral Fees” has the meaning given in Clause 12.1.
“Referred End User” has the meaning given in Clause 12.1.
“Resource Portal” means the website provided by Google to the Participant
containing Programme resource tools and information.
“Services” means the G Suite Core Services generally sold by Google as G
Suite and further described at https://gsuite.google.com/intl/en_ae/terms/user_features.html,
as such URL and/or Services description may be updated by Google from time to
“Term” has the meaning given in Clause 13.1.
“Territory” means the geographic regions listed under “EMEA” at the following
URL (or such alternative URL as Google may designate):
“Valid Transaction” means an initial purchase of the Services by an Eligible
Referral submitted by the Participant to Google via the Participant’s
Customised URL that: (a) relates to a single domain; (b) is for at least the
Minimum Purchase Period; (c) can be correlated to the Participant’s account
via the Participant’s Customised URL; (d) is made online directly from GIL or
GCL; and (e) is invoiced and fully paid for.
2. Prerequisites for Participants. To qualify to participate
in the Programme, a Participant must: (a) have a primary place of business or
residence in the Territory; (b) a bank account in the Territory; and (c) not
be an Ineligible Participant. For clarity, Google resellers and employees of
Google resellers may participate in the Programme, subject always to Clause
3. Promotion and Marketing to Eligible Referrals. The
Participant may promote and market the Services, in compliance with this
Agreement, only to potential Eligible Referrals with a principal place of
business located in the Territory. The Participant may not promote or market
the Services to Ineligible Referrals.
4. Distribution of Customised URL and Incentives. Subject
always to the terms of this Agreement, Google: (a) will provide the
Participant with the Customised URL; and (b) may provide the Participant with
Incentives. The Customised URL and Incentives may only be distributed
(including via publication on the Participant’s website and in its marketing
material for the Services) to potential Eligible Referrals with a principal
place of business located in the Territory. The Participant will block
distribution of the Customised URL and/or Incentives to any persons as Google
may instruct at its sole discretion. Use of any Incentives may be subject to
additional terms and conditions specified by Google when providing the
Incentives (the “Incentive Terms”). The Participant will clearly and
conspicuously display any applicable Incentive Terms whenever it distributes
5. Programme Guide. The Programme Guide is available at
https://goo.gl/Q10Uwy and via the Resource Portal, and is
expressly incorporated into this Agreement. Google may, by notice to the
Participant (email notice permitted), amend the Programme Guide and update
terms relating to Referral Fees, Incentives and other relevant Programme
details. The terms of any such Programme Guide will take effect from the date
that Google notifies the Participant of the availability of the Programme
Guide, and will be incorporated into this Agreement. The Participant will
promote the Services in accordance with the terms of the Programme Guide. To
the extent of any conflict between any Programme Guide and the remainder of
this Agreement, the Programme Guide will prevail.
6.1 Marketing Materials. All marketing materials (including
without limitation the text of email distributions, if any) must be (a)
strictly consistent with any Programme instructions specified by Google,
including via the Resource Portal and as specified in the Programme Guide;
and (b) compliant with the terms of this Agreement and all applicable laws
and regulations, including but not limited to those relating to marketing,
privacy and data protection. The Participant must ensure that any email
distribution: (x) is sent only to recipients who have expressly opted to
receive email marketing from the Participant about Google products and
services, and who have not previously opted out of Participant
communications; (y) offers recipients the ability to opt out of future
Participant communications; and (z) clearly and conspicuously identifies the
communication as promotional and displays any Incentive Terms applicable to
Incentives referred to in such distribution.
6.2 No Deceptive Practices or Misleading Statements. The
Participant will not: (a) engage in any deceptive trade practices or make any
unauthorised, false, misleading or illegal statements in connection with this
Agreement or regarding the Services; or (b) purport to give any
representation or warranty binding on Google in relation to the Services or
any other goods or services provided by Google. The Participant shall have no
authority, and shall not hold itself out, or permit any person to hold itself
out, as being authorised to bind Google in any way, and shall not carry out
any act which might reasonably create the impression that the Participant is
7. Anti-bribery Laws and Reporting. The Participant will
comply with all applicable commercial and public anti-bribery laws
(“Anti-bribery Laws”), including the US 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. “Government officials” include any government employee;
candidate for public office and employee of government-owned or
government-controlled companies, public international organisations and
political parties. Furthermore, the Participant will not make any
facilitation payments, which are payments to induce officials to perform
routine functions that they are otherwise obliged to perform. If the
Participant becomes aware of suspicious, illegal or fraudulent activity
occurring in relation to this Agreement, the Participant will report the
suspicious or fraudulent activity to Google within two (2) working days via
8. Restrictions. The Participant will not send, post,
transmit or otherwise use Google’s name or any Google-provided content or
services, including the Customised URL and the Services, in connection with
anything (including any material or sites) that: (a) generates or facilitates
unsolicited bulk commercial emails; (b) violates or encourages the violation
of the legal rights of others; (c) is unlawful, invasive, infringing,
defamatory or fraudulent; or (d) contains obscene or pornographic content. In
addition, the Participant will not, and will not knowingly, allow any third
party to: (x) “frame”, minimise, remove or otherwise inhibit the full and
complete display of any Google web page; (y) cause any hyperlink to a web
page on the Google website to create a new browser window; or (z) otherwise
display Google web pages or Brand Features in a distorted fashion.
9. Data Protection.
9.1 Google will use any personal data provided by the
Participant in connection with the Programme (“Participant Personal Data”):
(a) to administer the Programme; and (b) to the extent that Participant
Personal Data is used in connection with payment of any Referral Fees under
this Agreement, for purposes of accounting, record-keeping and dispute
resolution for a period of ten (10) years following the date of payment.
9.2 The Participant will comply with data protection laws
applicable to any personal data collected by the Participant in relation to
Eligible Referrals and will ensure that the Participant has obtained all
consents required to permit any: (a) disclosure of such data to Google under
this Agreement; and (b) use of such data by Google to contact Eligible
Referrals in relation to completion of a Valid Transaction.
10. Modification of Terms. Google may, at any time and at
its sole discretion, change the following by written notice (email notice
permitted) to the Participant: (a) the terms of the Programme, this Agreement
or any Programme Guide; (b) the amount of or method of calculating Referral
Fees; (c) the requirements for Eligible Referrals or Valid Transactions; or
(d) the Customised URL, Incentives and/or Incentive Terms. If Google notifies
the Participant of an updated Customised URL, updated Incentives and/or
updated Incentive Terms, the Participant agrees that it will begin using, and
will be subject to, such updated URL, Incentives or Terms no later than 30
days after being notified of them. If Google notifies the Participant of a
change in the amount of or method of calculating the Referral Fees, or of any
changed requirements for Eligible Referrals or Valid Transactions (including
by introduction of, or change to, any Programme Guide), such changes will
only apply in relation to Eligible Referrals submitted and Valid Transactions
completed after the notice date (and any Referral Fees related to such
referrals and transactions).
11. Brand Features. Each party will own all right, title and
interest to that party’s trade names, trademarks, service marks, logos and
domain names (“Brand Feature(s)”). Subject to the terms of the Agreement,
Google grants to the Participant a non-exclusive, non-sub-licensable licence
to display Google’s Brand Features during the Term: (a) only to the extent
that Brand Features are provided by Google for use with the Programme, as
indicated through the Resource Portal; and (b) solely for the purpose of
promoting the Services. All use of Google Brand Features must comply with
Google’s then-current branding guidelines located at http://www.google.com/permissions/guidelines.html, as such URL
may be updated from time to time by Google. Google may revoke the licence
granted under this clause at any time, at its sole discretion, by written
notice (email notice permitted) to the Participant. Subject to the terms of
the Agreement, the Participant grants Google a non-exclusive and
non-sub-licensable licence to display the Participant’s Brand Features during
the Term solely for the purpose of marketing the Programme or as otherwise
mutually agreed upon (including via email).
12. Fees; Payment.
12.1 Referral Fees. Subject to the Participant’s compliance
with this Agreement and to the remainder of this Clause 12, Google will pay
the Participant a one-off referral fee (a “Referral Fee”) per individual end
user licensed to use the Services for all or any part of the Fee Assessment
Period as a result of a Valid Transaction completed during the Term (each, a
“Referred End User”). The amount and currency of the Referral Fee will be
determined based on the country in which the Eligible Referral is located.
More information on Referral Fees and the amount of the Referral Fee payable
for each Referred End User is specified at: https://gsuite.google.com/intl/en_ae/landing/partners/referral/countries.html
(or such other URL as Google may designate from time to time).
12.2 Number of Referred End Users. To determine the total
number of Referred End Users for the purposes of Clause 12.1, Google will use
the number of Referred End Users on the Fee Assessment Date.
12.3 Maximum Referral Fees per Eligible Referral. Google
will pay the Participant a Referral Fee for the first one hundred (100)
Referred End Users per Eligible Referral submitted by the Participant. In no
event will Google make any payment to the Participant, in relation to any
single Eligible Referral, in excess of such amount.
12.4 Requirements and Exclusion. No Referral Fees will be
payable in relation to any referrals that do not qualify as “Eligible
Referrals” or any transactions that do not qualify as “Valid Transactions”
completed within the Term. For clarity, no Referral Fees are payable in
relation to any renewal of a Valid Transaction. Nothing in this Agreement
shall prevent Google from entering an Offline Agreement or oblige Google to
pay Referral Fees in connection with any Offline Agreement.
12.5 Payment Process. In order to receive any Referral Fees,
the Participant must first complete the vendor payment form, as required by
Google, and maintain a valid bank account within the Territory. Google will
pay the Referral Fees by direct deposit to the bank account indicated by the
Participant via the Programme registration process and the vendor payment
form. Payments will be made by either GIL or GCL depending on whether the
relevant Referral Fees relate to a Valid Transaction involving GIL or GCL.
Additional payment terms may need to be accepted by the Participant to
complete such process and/or form. Referral Fees will be paid to the
Participant within 60 days of expiry of the Fee Assessment Period used to
determine such fees. The Participant may charge interest at the rate of 2%
per annum above the base rate of Barclays Bank PLC from time to time, from
the due date until the date of actual payment, whether before or after
judgement, on any undisputed amount which is overdue under this Agreement.
Details of the Valid Transactions and of the calculation of Referral Fees can
be requested via
12.6 Bank Account Details. The Participant is solely
responsible for ensuring that its bank account information is accurate and
current. Google will not be responsible for any payments not received due to
the Participant failing to provide accurate and complete account information
12.7 Tax. All amounts stated in this Agreement are exclusive
of VAT. Any VAT properly chargeable will only be paid upon receipt of a valid
13. Term; Termination.
13.1 Term. This Agreement will commence on the Effective
Date and remain in effect until terminated by Google or the Participant as
provided herein (the “Term”).
13.2 Termination for Convenience. Google or the Participant
may terminate this Agreement immediately upon written notice (email notice
permitted) to the other party.
13.3 Termination for Cause. Google or the Participant may
terminate this Agreement immediately upon written notice (email notice
permitted) to the other party if the other party is in material breach of
this Agreement and (a) fails to remedy the breach within 7 days of being
notified of the breach, or (b) the breach is incapable of remedy.
13.4 Effects of Termination. Subject to Clause 13.5,
termination by Google or the Participant under Clause 13.2 or by the
Participant under Clause 13.3 will not relieve Google of its obligation to
(a) any Referral Fees already due for payment as of the termination
effective date (i.e. as a result of a Valid Transaction completed prior
to the termination effective date and a corresponding Fee Assessment
Period that has expired prior to such date); or
(b) any Referral Fees not yet due for payment as of the termination date
(i.e. as a result of a Fee Assessment Period not yet expired as of the
termination effective date) but related to a Valid Transaction completed
prior to the termination effective date.
For clarity, and without prejudice to any other rights or remedies of Google,
if Google terminates this Agreement due to material breach by the
Participant, the Participant forfeits any right to any then-unpaid Referral
Fees relating to any Valid Transaction completed prior to the termination
effective date. On termination of this Agreement for any reason, all licences
and rights granted will terminate, and each of Google and the Participant
will cease all use of the other party’s Brand Features.
13.5 Fee Assessment Period and Date after Termination. To
calculate the amount of any Referral Fees payable under Clause 13.4(b), the
Fee Assessment Period will be deemed to end on, and the Fee Assessment Date
will be deemed to be, the 7th day after the effective date of the
termination, notwithstanding any term of this Agreement providing otherwise.
13.6 Survival. In the event of termination of the Agreement,
Clauses 13.4, 13.5, 15, 16 and 17 shall survive.
14.1 Each party warrants that it will use reasonable care
and skill in fulfilling its obligations hereunder.
14.2 The Participant warrants that: (a) it meets the
prerequisites for Participants set out in Clause 2 of this Agreement; (b) its
employment contract (if applicable) does not restrict it from participating
in the Programme and it is not otherwise restricted (including by any other
contract binding the Participant) from participating in the Programme or
submitting any Eligible Referral hereunder; (c) it will not knowingly, or in
bad faith, submit any Ineligible Referrals to Google in connection with this
Agreement; (d) its conduct related to this Agreement will comply with all
applicable laws and regulations; and (e) any of its websites, Brand Features
and marketing materials used in connection with the Programme will, subject
to Clause 11, comply with all applicable laws and regulations and not
infringe any intellectual property rights, privacy rights or data protection
rights of third parties.
14.3 Google warrants that its Brand Features will, subject
to Clause 11, not infringe any intellectual property rights of any third
15. Disclaimer. No conditions, warranties or other terms
apply to the Programme, the Services or any goods, services or payments
supplied or made by Google under this Agreement unless expressly set out in
this Agreement. For clarity, no implied conditions, warranties or other terms
apply (including any implied terms as to satisfactory quality, fitness for
purpose or conformance with description).
16. Limitation of Liability.
16.1 Nothing in this Agreement shall exclude or limit
Google’s or the Participant’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; (c) breach of any
implied condition as to title or quiet enjoyment; or (d) any matters that
cannot be limited or excluded under applicable law.
16.2 Subject to Clause 16.1, neither Google nor the
Participant shall be liable under this Agreement (whether in contract, tort
(including negligence) or otherwise) for any of the following losses suffered
or incurred by the other party (whether or not such losses were contemplated
by the parties as of the Effective Date):
(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.
16.3 Subject to Clauses 16.1 and 16.2, each of Google’s and
the Participant’s liability under this Agreement (whether in contract, tort
(including negligence) or otherwise) for all causes of action arising in any
Contract Year shall be limited to the higher of: (a) the amount paid by
Google to the Participant in such Contract Year; or (b) EUR 25,000. For
clarity, the foregoing limitation applies, in relation to Google, to the
combined liability of GIL and GCL.
17.1 Notices. All notices of termination or breach must be
in English, in writing, and addressed to Google’s or the Participant’s Legal
Department. Termination or breach notices addressed to Google’s Legal
Department must be emailed to the following two email addresses:
firstname.lastname@example.org and email@example.com. All other
notices must be in English, in writing, and addressed to the other party’s
primary contact. Notice will be treated as given on receipt, as verified by
written or automated receipt, or by electronic log (as applicable).
17.2 Assignment; Sub-contracting. The Participant may not
assign its rights or sub-contract its obligations under the Agreement, in
whole or in part, and any attempt to do so will be null and void. Google may
not assign any part of this Agreement without the written consent of the
Participant, except to an Affiliate where: (a) the assignee has agreed in
writing to be bound by the terms of this Agreement; and (b) Google has
notified the Participant of the assignment. Google may sub-contract any of
its obligations under this Agreement, but will remain liable for all
sub-contracted obligations and its sub-contractors’ acts or omissions.
17.3 Change of Control. If the Participant experiences a
change of control (for example, through a stock purchase or sale, merger or
other form of corporate transaction): (a) it will give written notice to
Google within 30 days after the change of control; and (b) Google may
immediately terminate this Agreement at any time between the change of
control and 30 days after it receives that written notice.
17.4 Force Majeure. No party will be liable for failure or
delay in performance to the extent caused by circumstances beyond its
17.5 No Waiver. No party will be treated as having waived
any rights by not exercising (or delaying the exercise of) any rights under
17.6 No Agency. This Agreement does not create any agency,
partnership or joint venture between or amongst the parties, or any
17.7 No Third-party Beneficiaries. This Agreement does not
confer any benefits on any third party unless it expressly states that it
17.8 Amendments. Except to the extent provided otherwise in
this Agreement, any amendment must be in writing, signed by GIL, GCL and the
Participant, and expressly state that it is amending this Agreement.
17.9 Entire Agreement. Subject to Clause 16.1(b), this
Agreement sets out all terms agreed by Google and the Participant and
supersedes all other agreements between or amongst them relating to its
subject matter. In entering into this Agreement, no party has relied on, and
no 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.
17.10 Severability. If any term (or part of a term) of this
Agreement is invalid, illegal or unenforceable, the rest of the Agreement
will remain in effect.
17.11 Conflicting Languages. If this Agreement is translated
into any other language and there is a discrepancy between the English text
and the translated text, the English text will govern.
17.12 Governing Law - Participants Based in EMEA countries other than
United Arab Emirates. 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, but any party may apply to any court for an injunction or other
relief to protect its intellectual property rights.
17.13 Governing Law - Participants Based in United Arab Emirates
only. All disputes (contractual or non-contractual) arising out of
or in connection with the Agreement shall be referred to and finally settled
under the Arbitration Rules of the DIFC-LCIA Arbitration Center (DIFC - LCIA
Rules) by three arbitrators appointed in accordance with the DFIC - LCIA
Rules. The dispute shall be decided in accordance with the English law. The
place of arbitration shall be the DFIC LCIA Arbitration Center in Dubai (UAE)
and the language to be used in in the arbitration proceedings shall be
English and the award will be issued in English.