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 “Effective Date”).
“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
“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 completed
“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_ie/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
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 Incentives.
5. Programme Guide. The Programme Guide is available at https://goo.gl/xJNk1a 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 so authorised.
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. Subject to the foregoing, Google’s Privacy
Policy will apply to Participant Personal Data.
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
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_ie/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 https://gsuite.google.com/intl/en_ie/landing/partners/referral/contact.html
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 for payment.
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 VAT invoice.
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
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 pay:
(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
14.3 Google warrants that its Brand Features will, subject to Clause 11,
not infringe any intellectual property rights of any third parties.
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
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
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
(a) loss of actual or anticipated profits (including loss of profits on
(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: email@example.com and
firstname.lastname@example.org. 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 reasonable
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 this Agreement.
17.6 No Agency. This Agreement does not create any agency, partnership
or joint venture between or amongst the parties, or any employment
17.7 No Third-party Beneficiaries. This Agreement does not confer any
benefits on any third party unless it expressly states that it does.
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
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.
After submission, your unique referral link and instructions for what to do next
will arrive in your inbox. To get paid, you need a valid bank account to receive
direct deposits. We will request your bank account information once you are
eligible for payment.