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.
“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, or other incentives for use by the Participant in promoting and marketing the Services under this Agreement.
“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 completed online.
“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 time.
“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 14.2.
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 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 https://gsuite.google.com/intl/en_ie/landing/partners/referral/contact.html.
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.
9.2 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_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 “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 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 parties.
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 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):
(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.
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 control.
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 relationship.
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 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.