1.1 “Affiliate” means, in relation to each of the parties, any entity that directly or indirectly controls, is controlled by, or is under common control with, that party.
1.2 “Agreement” means the MASTER AGREEMENT, concluded by and between the Parties, and the Terms and Conditions, which are an integral part of the MASTER AGREEMENT, Exhibits, Addendums, Attachments, Tables, Annexes and any other attachments expressly referenced herein and all other documents executed pursuant to the Agreement. To the extent of any express conflict or inconsistency between the Terms and conditions and the Agreement, the Agreement will control.
1.3 “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive Brand Features of each party, respectively, as secured by such party from time to time.
1.4 “Customer Data” means data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Customer or an End User by or through the Products. For the avoidance of doubt, Customer Data includes information reflecting the access or use of the Products by or on behalf of Customer or any End User.
1.5 “Directive” means Directive 95/46/EC of the European Parliament and of the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of Such Data.
1.6 “Downtime” means, for a domain, if there is more than a five percent user error rate. Downtime is measured based on server-side error rate.
1.7 “EEA” means the European Economic Area.
1.8 “Effective Date” means (as applicable) the date Partner clicks the “Agree” button or the latest of the signature dates below.
1.9 “End Users” mean Customer’s individual end users who use the Product(s).
1.10 “European Data Protection Legislation” means, as applicable: (a) any national provisions adopted pursuant to the Directive; (b) the Federal Data Protection Act of 19 June 1992 (Switzerland); (c) the GDPR; and/or (d) any other data protection or privacy legislation in force in the EEA or Switzerland.
1.11 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
1.12 “Google Covered Services” means the Gmail, Google+, Google Calendar, Google Cloud Print, Google Cloud Search, Google Docs, Google Sheets, Google Slides, Google Forms, Google Drive, Google Groups for Business, Google Hangouts and Google Talk messaging and video initiation, Hangouts Chat, Hangouts Meet, Google Keep, Google Sites, Google Jamboard, Google Tasks, Google Vault, and Google Voice components of the Service. This does not include the Gmail Labs functionality, G Suite – Postini Services, and Google Jamboard Hardware components of the Service.
1. 13 „Google Services” means all G Suite services described at https://gsuite.google.com/terms/user_features.html (as may be updated by Google from time to time).
1.14 “Google SLA” means the GOOGLE SLA or Service Level Agreement as defined in the Google TOS.
1.15 “Google TOS” means those terms of service that govern use of certain Products and that must be entered into directly between Google and Customer or otherwise passed through by Company to Customer. Google TOS can be found at https://gsuite.google.com/terms/service-terms/.
1.16 “Intellectual Property Rights” means all copyright, moral rights, patent rights, trade and service 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.
1.17 “Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
1.18 “Payment Plan” means a billing option for a particular purchase as described in the Agreement.
1.19 “Product” means Google Services that Google makes available to Company for resale to Customer.
1.20 “Services“ means all services provided by the Company to the Customer as described in the Agreement (as may be updated by Company from time to time).
1.21 “Taxes” means all national, provincial and municipal, income, franchise, business, gross receipts, payroll, property, sales, use, excise, value-added, consumption, goods and services, harmonized sales, stamp, and all other similar taxes or duties.
1.22 “Term” means the period starting on the Effective Date and continuing until the Agreement terminates in accordance with its terms, subject to any applicable provisions governing wind down periods as may be further specified in the Agreement.
1.23 “TSSG” means the applicable technical support guidelines that relate to a particular Product or Company Tool as made available at the following URL: https://connect.googleforwork.com/docs/DOC-9394 (as the content at such URL and the URL itself may be updated or modified by Google from time to time).
2. GOOGLE SERVICES AND PRODUCTS
2.1 Google Services and Products
2.1.1 Unless otherwise stated, the services and products below are covered by the Agreement or other agreement under which the Company agrees to provide the relevant services. Certain services or editions below may be subject to Google TOS.
2.1.2 The Customer understands the nature of the Agreement and also understands that the Agreement is not a software sales agreement. Products are provided by Company to Customer through a non-exclusive, non-transferable, prepaid, time-limited right of use, subject to the terms and conditions of that particular Product as described herein.
2.2 G Suite Services
Core Services for G Suite (“Core Services”)
“Cloud Identity Management“ as described at https://cloud.google.com/terms/identity/user-features.html or such other URL as Google may provide.
“Gmail“ is a web-based e-mail service that allows an organization to run its e-mail system using Google’s systems. It provides the capability to access an End User’s inbox from a supported web browser, read mail, compose, reply to, and forward mail, search mail, and manage mail through labels. It provides filtering for spam and viruses, and allows Administrators to create rules for handling messages containing specific content and file attachments or routing messages to other mail servers. Rules can be set up by group or the Customer (all domains).
“Google Calendar“ is a web-based service for managing personal, corporate/organizational, and team calendars. It provides an interface for End Users to view their calendars, schedule meetings with other End Users, see availability information for other End Users, and schedule rooms and resources.
“Google Cloud Search“ is a web-based service that provides End Users with search and assist capabilities for content within certain Core Services for G Suite. Google Cloud Search also provides End Users with useful and actionable information and recommendations.
“Google Contacts“ is a web-based service that allows End Users to import, store, and view contact information, and create personal groups of contacts that can be used to email many people at once.
“Google Docs“,”Google Sheets“,”Google Slides“,”Google Forms“ are web-based services that enable End Users to create, edit, share, collaborate, draw, export, and embed content on documents, spreadsheets, presentations, and forms.
“Google Drive“ provides web-based tools enabling End Users to store, transfer, and share files, and view videos.
“Google Groups for Business“ is a web-based service that allows End Users and website owners to create and manage collaborative groups. End Users can have email discussions and share documents, calendars, sites, and folders with the members of a group. They also have the ability to view and search group discussion archives. Google Groups for Business is not available for Customers of G Suite (Free).
“Google Hangouts,” “Hangouts Chat,” “Hangouts Meet,” and “Google Talk,“ are web-based services that allow for real time communication between End Users. Google Hangouts provides one-to-one and group conversations via chat messaging, and voice, as well as lightweight video meetings. Hangouts Chat provides an enhanced chat messaging and group collaboration platform that allows content integrations with select third-party services. Hangouts Meet provides enhanced large-capacity video meetings. G Suite Enterprise Customers may enable meeting recordings and phone dial-in participation for Hangouts Meet (carrier fees may apply). Hangouts Meet recording usage is limited to 80 hours retained per user averaged across all in-domain users with G Suite Enterprise licenses. G Suite Domain Administrators can choose which services are enabled for the domain, except Google Talk which is offered under separate agreement only. Calling in Google Hangouts and Hangouts Meet is provided by Google Dialer Inc.; emergency calling is not supported.
“Google Jamboard“ is a web-based service that allows End Users to create, edit, share, collaborate, draw, export, and embed content within a document.
“Google Keep“ is a web-based service that enables End Users to create, edit, share, and collaborate on notes, lists, and drawings.
“Google Sites“ allows an End User to create websites on the G Suite Basic domain to publish internally within a company or publish externally. An End User can create a site through a web-based tool, and then can share the site with a group of other End Users or publish the site to the entire company or the world (if permitted by the Administrator). The site owner can choose who can edit a site and who can view the site.
“Google Tasks“ is a web-based service that enables End Users to create, edit and manage their tasks.
“Google Vault“ is a web-based service that provides search and export capabilities for Google Drive and Gmail. For Gmail, Google Vault provides Customers with the ability to search across the entire domain, to archive data and create retention and disposition rules based on content, and eDiscovery capabilities which allow a Customer to create matters and preserve this data for legal hold purposes. Customers must continue to use/purchase Google Vault for Google to retain archived data. If Gmail is enabled for a user account, that user’s on the record Google Talk conversations and Google Hangouts chat history can be searched, exported, retained, and preserved.
2.3 Other Services for G Suite (“Other Services”)
“Google Cloud Print“ is a web-based service that allows End Users to print to a cloud-connected printer. Google Cloud Print is not an Audited Service.
G Suite Editions / SKUs:
“G Suite Basic“ is an edition of G Suite comprised of the G Suite Services, excluding Google Vault, Google Voice, and Google Cloud Search, which are available at additional cost.
G Suite Basic (prior editions: Google Apps for Work / Google Apps for Business / Google Apps Premier Edition, Google Apps for Government, Google Apps (Free) / Google Apps Standard Edition)
“G Suite Business“ is an edition of G Suite comprised of all the G Suite Services, except Google Voice, and data region policy settings for primary data within Customer Data for certain Services. Customers that have 5 or more End Users will receive unlimited Google Drive storage. Customers that have 4 or fewer End Users will receive 1TB of Google Drive storage for each End User.
G Suite Business (prior editions: Google Apps for Work Unlimited
“G Suite (Team Managed)“ is an edition of G Suite offered under the G Suite Team Managed Agreement (prior version: Google Apps for Work Team Managed Agreement) which is comprised of Google Drive, Google Hangouts, Google Contacts, and Google+. Other G Suite Core Services are not available for team-managed accounts. Customers that have 5 or more End Users will receive unlimited Google Drive storage. Customers that have 4 or fewer End Users will receive 1TB of Google Drive storage for each End User.
G Suite Business (Team Managed) (prior editions: Google Apps for Work Unlimited (Team Managed))
“G Suite Enterprise“ is an edition of G Suite comprised of all the G Suite Services except Google Voice. G Suite Enterprise also includes data loss prevention functionality for Gmail and Google Drive, data region policy settings for primary data within Customer Data for certain Services, additional search and assist capabilities for content within third party data sources, and enhanced security and control features for Administrators. G Suite Enterprise will also allow for additional Gmail integration with other Google products, certain third-party archiving tools, and third-party OAuth applications. Customers that have 5 or more End Users will receive unlimited Google Drive storage. Customers that have 4 or fewer End Users will receive 1TB of Google Drive storage for each End User.
“G Suite for Education” is a free edition of G Suite comprised of the G Suite Services, excluding Google+, Google Voice, and Google Cloud Search. Customers that have 5 or more End Users will receive unlimited Google Drive storage. Customers that have 4 or fewer End Users will receive 1TB of Google Drive storage for each End User. This edition also includes Classroom and Chrome Sync as G Suite Core Services.
G Suite for Education (prior edition: Google Apps for Education)
“Classroom“ is a web-based service that allows End Users to create and participate in classroom groups. Using Classroom, students can view assignments, submit homework, and receive grades from teachers.
“Chrome Sync“ is a feature that allows End Users to synchronize bookmarks, history, passwords, and other settings across all the devices where they are signed into Chrome.
“G Suite Enterprise for Education” is a paid edition of G Suite comprised of services within the G Suite for Education edition and includes additional features such as data region policy settings for primary data within Customer Data for certain Services, advanced controls, enhanced analytics and search, and enterprise-grade communication tools.
“G Suite Business – Archived User“ is an edition of G Suite comprised of limited G Suite Services that allow an organization to maintain End User Accounts for former or inactive End Users for Customer’s data retention purposes and includes Google Vault. Customers will receive 1TB of Google Drive storage for each Archived End User Account.
“G Suite Enterprise – Archived User“ is an edition of G Suite comprised of services within the G Suite Business – Archived User edition, and includes additional data loss prevention functionality for Google Drive.
“Drive Enterprise“ is an edition of G Suite comprised of Google Drive (including data loss prevention functionality) and the following as used in conjunction with Google Drive: (a) Cloud Identity Management; (b) Google Contacts; (c) Google Docs, Google Sheets, Google Slides and Google Forms; (d) Google Groups for Business; (e) Google Keep; (f) Google Sites; (g) Google Vault; (h) data region policy settings for primary data within Customer Data for certain Services; and (i) certain enhanced security and control features, migration tools, and mobile device management functionality for Administrators.
“Cloud Search Platform“ is an edition of G Suite comprised of Google Cloud Search and the following services for use in conjunction with Google Cloud Search: (a) Cloud Identity Management; (b) Google Contacts; and (c) Google Groups for Business. Cloud Search Platform provides search and assist capabilities for content within third party data sources.
2.4 Google Voice
“Voice Starter“ is an edition of Google Voice that can be added at an additional cost to any edition of G Suite and that allows only up to 10 End Users in a single country.
“Voice Standard“ is an edition of Google Voice that can be added at an additional cost to any edition of G Suite and that supports any number of End Users in a single country. Voice Standard also includes desk phone compatibility and multi-level auto-attendant features.
“Voice Premier“ is an edition of Google Voice that can be added at an additional cost to any edition of G Suite and that supports any number of End Users in multiple countries. Voice Premier also includes desk phone compatibility, multi-level auto-attendant features, and advanced reporting functionality.
Unless otherwise stated, Additional Products are not covered by Google Support.. Additional Products shall be covered by Company Support.
“Managed Google Play“ is a platform provided by Google for Customer to use to manage Android devices provided or identified by the Customer that are used by its End Users. Customer can use Google Managed Play to provision applications on such devices from the managed Play Store. Use of Google Managed Play is subject to the terms at www.android.com/enterprise/terms.
3. GOOGLE SUPPORT AND REMEDIES
Support shall be provided by Google (Google Support) and by Company (Support).
3.1 Google Support
Googled Support. Customer acknowledges that Customer shall use Google Support for all Products. Google may provide technical support directly to Customer in accordance with the Product TSSG applicable to each Product and as may otherwise be specified in any agreement between the Customer and Google.
Google TOS. The Google TOS (as may be amended from time to time in accordance with such TOS) will govern the Customer’s access to and use of the Product.
Google will only provide technical support directly to the Customer as set out in the Google TOS. Google may elect not to provide support under the TSSG during a period of incompliance by Customer with Google TOS, TSSG or other applicable rules for use of Google Products and Services.
Customer shall accept the Google TOS with no alteration or amendment, prior to the Customer’s first log in to the Product. Company will: (a) not accept (or allow any other third party to accept) the Google TOS on behalf of the Customer; and (b) not accept (or allow any other third party to accept) separate terms of service on behalf of the Customer for use of other Google Service.
Language. Google Support shall be provided in English Language.
Google SLA. During the Term of the Agreement the (i) Google Covered Services web interface will be operational and available to Customer at least 99.9% of the time in any calendar month; and (ii) Google Voice will be operational within 2 business days of Customer’s acceptance of the Voice Service Specific Terms via the Admin Console (the “Google SLA”). If Google does not meet the Google SLA, and if Customer meets its obligations under this Google SLA, Customer will be eligible to receive the Google Service Credits described below:
Monthly Uptime Percentage
Days of Service added to the end of the Service term (or monetary credit equal to the value of days of service for monthly postpay billing customers), at no charge to Customer
< 99.9% – >= 99.0%
< 99.0% – >= 95.0%
Google shall provide the Google SLA remedies solely as described in the applicable Google SLA and Google will make such remedies available to Customer in accordance with the applicable Google SLA. The Google SLA sets out the Customer’s sole and exclusive remedy for any failure by Google to meet the Google SLA, and the Customer must request any such remedies from the Company.
Customer Must Request Google Service Credit. In order to receive any of the Google Service Credits described above, Customer must notify the Company within fifteen days from the time Customer becomes eligible to receive a Google Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Google Service Credit.
Maximum Google Service Credit. The aggregate maximum number of Google Service Credits to be issued by Google to Customer for all Downtime that occurs in a single calendar month shall not exceed fifteen days of Google Service added to the end of Customer’s term for the Google Service (or the value of 15 days of Google Service in the form of a monetary Google credit to a monthly-billing Customer’s account). Service Credits may not be exchanged for, or converted to, monetary amounts, except for customers who are on Google’s monthly billing plan.
Google SLA Exclusions. The Google SLA does not apply to any services that expressly exclude this Google SLA (as stated in the documentation for such Google Services) or any performance issues: (i) caused by factors described in the “Force Majeure” section of the Google or the Agreement; or (ii) that resulted from Customer’s equipment or third party equipment, or both (not within the primary control of Google).
3.2 Company Support
Company Support (Support). Besides Google Support Customer shall be entitled to use those support services of the Company, which have been stated explicitly in the Agreement.
Any persons employed or engaged by the Company in connection with the performance of Support activities shall be Company’s employees or contractors. The Company shall obtain and maintain in effect written agreements with each of Company employee and/or Company who participates in performing Support activities for the Customer hereunder. Such written agreements shall contain terms sufficient for Company and Company’s personnel to comply with provisions of the Agreement, including confidentiality terms.
Initial Setup. If explicitly indicated in the Agreement as a Service, Company shall assist the Customer in the process of initial setup and personification of Products used by Customer.
Domains. If explicitly indicated in the Agreement as a Service, Company shall provide the Customer with domain/s, necessary for the initial setup and personification of Products used by Customer.
Initial Migration. If explicitly indicated in the Agreement as a Service, Company shall assist the Customer in the process of migrating the Customer data to the Products used by Customer. Fees due, terms and conditions for the migration shall be stipulated in the Agreement or an addendum to it.
Proactive Support. Company will provide its employee/s working on Customer premises. Number of Company employees and address of Customer premises shall be stipulated in the Agreement. Fees due, terms and conditions for the migration shall be stipulated in the Agreement or an addendum to it.
Unless otherwise provided in the Agreement, the Company employee/s shall spend full time day/s (equal to 7.5 productive hours) supporting the Customer in relation to Products and Services, subject to the Agreement. Number of days per month, which are to be spent by the Company employee on Customer premises shall be stipulated in the Agreement.
Proactive Support scope. Unless otherwise listed in the Agreement, Proactive Support shall include: (i) How to questions; (ii) Solving technical issues, regarding Products and services, subject to the Agreement; (iii) Training for Customer IT administrators and End Users; (iv) Shadowing of Customer employees and suggesting optimizations in their day to day work as well as helping them with the quicker adoption of Products; (v) Consultancy regarding Products and services, subject to the Agreement.
Reactive Support. Customer shall be able to use Customer service and technical support for services, provided by Company, as well as all applications, for which the Customer has subscribed in the Agreement.
Unless otherwise agreed, Reactive Support shall not be provided on Customer’s premises. Reactive Support will be executed remotely.
Availability. Reactive Support shall be available on business days, Monday to Friday, from 9:00 to 18:00 EET (Business hours). Company will accept Customer queries also outside Business hours (18:00 – 9:00) and Saturday and Sunday, on a best effort basis.
Support channels. Reactive Support shall be provided via email, phone, chat and/or a ticketing system. Company may from time to time instruct Customer about the specific sequence of using Support channels.
Support via Email. Reactive Support requests shall be accepted by Customer, when addressed to the email address, indicated in the Agreement.
Support over the Phone. Reactive Support requests shall be accepted by Customer, when received at the phone number, indicated in the Agreement.
Ticketing System. Reactive Support requests shall be accepted by Customer, when received via Google forms, as indicated in the Agreement. Company shall be entitled to change from time to time the ticketing system by notifying the Customer in a timely fashion.
Support via Chat. Reactive Support requests shall be accepted via Web chat of the Company, indicated in the Agreement. Web chat is available at cloudoffice.bg
Support Requests. Each Reactive Support request must include information about the Product, that has encountered the problem, workplace and device of the person, who has encountered the problem, as well as a description of the nature and manner of the error or problem, and other relevant pre-diagnosis circumstances.
Initial Response Time. Unless otherwise stipulated in the Agreement, the time for response after receiving a Reactive Support request shall be:
Priority Level 1(critical): Service is unusable – 1-hour to respond;
Priority Level 2: Service is interupting – 1 hours to respond;
Priority Level 3: “How to” type of questions where service is available, but the user is not aware how to perform an action in the Core G Suite services – (a) when Reactive Support request is received before 12 a.m. – response within the same business day; when Reactive Support request is received after 12 a.m. – response on the same or next business day;
Support Procedure. Reactive Support shall be executed through channels, corresponding to the existing problem. Customer may expect that the Reactive Support shall begin with an attempt of the Company to resolve the issue by telephone call. If the problem cannot be solved by telephone consultation, a remote support session will be scheduled, synchronized with the applicant of the request, if necessary. Remote maintenance is a non-present commitment of the Company to assist in the diagnosis and elimination of problems defined by the Customer through technological means for remote administration and control over the system of the Customer. The procedure is carried out through a built-in Internet access channel, with the explicit authorization of the request applicant. In case of need for attendance support, synchronized with the applicant of the request, if necessary. The Company shall have full discretion in deciding the manner, sequence and combination of Support channels and methods.
Performance Time. The time for performance of each assigned Support service shall depend on the type, complexity and specifics of the assignment. If not otherwise stipulated between the parties, the Company shall not be bound by specific terms for providing the Services. If any indicative terms are indicated by the Company to the Customer, delays from such terms will not, in any way, be treated by Customer as a breach by Company of its obligations under the Agreement.
Information and Materials. The Customer shall prepare and provide the Company with any information or materials, relevant to the implementation of the Support services. Customer will be responsible for reviewing the progress of the Support assignments and timely providing Company with appropriate information or feedback on the progress. Customer shall reasonably cooperate with Company by, among other things, making available, as reasonably requested by Company, management decisions, information, approvals or disapprovals, and acceptances or rejections in a reasonably timely manner so that Company may fulfill its obligations under the Agreement. The term for providing each Support service, if any, starts running after the Company has received the necessary information and materials from the Customer for the respective assignment.
Access and Assistance. Customer will provide the Company access to Customer’s systems, computer networks, premises, facilities and environments as may be necessary to perform the Services and their Support. Customer will provide the necessary assistance and will facilitate the performance of the Company activities and obligations under the Agreement. The term for providing each Support service, if any, starts running after the Company has received the necessary access and assistance from the Customer for the specific assignment.
In any case, in the event that the work of the Company requires that the Customer shall provide information, documents, files, materials, instructions, designs, passwords, access on premises, access data or other form of cooperation to the Company (including but not limited to giving approvals or feedback to the Company), the Company shall not be obliged to begin/continue work until such cooperation is duly provided by the Customer. In this case, all terms for fulfilment of other Company’s obligations, if any, shall stop and shall begin after such cooperation is duly provided by the Customer. The terms for fulfilment of Company’s services, if such have been stipulated by the Parties, shall be stopped and prolonged with the term, necessary to the Customer to provide the required, information, documents and/or assistance to the Company. The Company shall not be held responsible, if the Customer provides partial, incorrect or inaccurate assignment, data or materials.
Support Management. Both Company and Customer shall designate a coordinator who is sufficiently experienced to provide the information and support necessary to the other Party for the performance of Services and Support. Each designated Manager shall be identified in the Agreement and contact details shall be included too. The designated Managers shall be the primary points of contact for inquiries and requests from the other Party. Each such coordinator shall provide the other with such information and assistance as may be reasonably requested by the other from time to time for the purpose of the performance under the Agreement.
Assignment of Support Services. Based on stipulations of the Agreement, Support services may be assigned by Customer to Company: (i) only by the Customer designated Manager(s) identified in the Agreement; or (ii) by the Customer designated Manager(s) and the IT administrator(s), identified in the Agreement; or (iii) by the Customer designated Manager(s) and the IT administrator(s), identified in the Agreement, as well as by End Users. Customer has sole responsibility and liability for adequately providing tasks, issues and technical assignments to Company, in order for the latter to perform the demanded activities and services.
Unless otherwise stipulated in the Agreement, the designated Managers and their representatives designated to the other party in writing (“Authorized Persons”) will have the sole authority to issue, execute, receive, grant and provide any and all approvals, requests, notices and other communications permitted, required or requested by the other Party under the Agreement; provided, however, that neither Party shall rely for any purpose on any oral communication not confirmed in writing by an Authorized Person within 24 hours.
Support requests may be assigned only when requests are addressed to the Company’s contact details, indicated in the Agreement. Services assigned in a different manner than described herein, may not be considered binding for the Company until the Customer designated Manager confirms them directly or indirectly as assigned Support services.
It shall be the Customer’s responsibility to control the use of Support channels by Customer’s employees and representatives, empowered to assign services to the Company. To avoid all doubt, parties agree that the Customer has no ability or obligation to monitor assignments, received via Support channels, available to the Customer, and all such assignments shall be considered binding for the Customer and payment shall be due for all Support and other activities and services provided by the Company as a result of these assignments.
The assignment for each Support service shall binding to the Company and the Company owes its performance after an express statement by the Company for accepting the assignment and confirming all its terms and components. The term for providing each Support service, if any, starts running after the Company has confirmed the acceptance of the assignment.
Modification. Assigned Support services may be modified from time to time by the Customer. Customer agrees that the term for providing each modified Support service, if any, starts running after the Company has confirmed the acceptance of the modified assignment.
Notification. Each Party agrees to notify the other Party promptly of any factor, occurrence, or event coming to its attention that may affect Company’s ability to meet the requirements of any assignment, or that is likely to cause any material delay in the delivery of any Support service. Each Party will use commercially reasonable efforts to ameliorate any such deficiency or delay.
Language. Support shall be provided in English and Bulgarian and Language.
Works Made for Hire. Except as specifically stated in the Agreement, the Parties do not contemplate the development by Company of any custom-developed deliverables or work product for Customer. In the event Customer requests custom development of deliverables by Company in the future, the Parties will agree to the governing terms at that time. Unless expressly stated in the Agreement, nothing provided under the Agreement will be considered work made for hire. Notwithstanding the foregoing, any suggestions or product feedback rendered by Customer or End Users relating to the Products or Services (collectively “Feedback”) will not be considered “works made for hire,” or comparable terms. Unless otherwise agreed to in writing by the Company, all rights in and to the Services and the Feedback are expressly reserved by Company. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Company an unrestricted license to use any Feedback (excluding any Customer Data included therein) given to Company, including all intellectual property rights relating thereto.
not install unlicensed or other software that could damage or interfere with the operation of the respective Product;
not repair or attempt to repair Product failure or problems by itself or allow third parties to do it;
not grant administrator rights to the Products to anyone other than the Company;
comply at all times with Company recommendations and instructions for use of Products;
allow prophylactic checks and maintenance of the Products, as well as the installation of new versions of the Products which the Company deems necessary for the proper functionalities and use of the Products;
notify the Company of Products faults and problems in a timely manner only through the Company’s technical support person specified in the Agreement and through the Support channels listed herein. Unless otherwise stipulated in the Agreement, Customer shall notify the Company about hardware and software problems within four hours of their detection. Unless made in compliance with the Agreement, notifications will not be considered received or accepted by the Company and Company shall not be subject to a deadline for the Company to remedy problems or take other actions;
comply with the Company’s requirements regarding software, equipment, connectivity and technical characteristics of computer, telecommunication and other equipment, involved in or connected with the operation of the Products;
provide access and technological prerequisites for remote administration and control of the Products and the network, involving the scope of Services, in accordance with the requirements of the Company;
instruct all its employees and all persons having access to the Products about its obligations under the Agreement and provide their compliance with such obligations, bearing full responsibility for their actions and omissions as its own;
assign only to the Company the activities, subject to the Agreement.
All obligations of the Customer shall apply to and be binding to all its employees under a labor or civil Agreement, as well as all persons having access to the leased hardware devices of the Customer, the software installed on them or the whole system, in which they are included.
Customer Systems and Cooperation. Customer will at all times during the Term: (a) set up, maintain and operate in good repair and in accordance with the Company specifications and recommendations all Customer systems on or through which the Products and Services are accessed or used; (b) provide Company personnel with such access to Customer’s premises and systems as may be reasonably necessary for Company to perform the Services in accordance with the terms of the Agreement; and (c) provide all cooperation and assistance as Company may reasonably request to enable Company to exercise its rights and perform its obligations hereunder.
Effect of Customer Failure or Delay. Company is not responsible or liable for any delay or failure of performance caused by Customer’s delay in performing, or failure to perform, any of its obligations under the Agreement (each, a “Customer Failure”). In such case, Company will be given an extension of time equal to the number of days solely delayed by Customer to perform Company’s obligations.
Corrective Action and Notice. If Customer becomes aware of any actual or threatened prohibited activity by Customer or any End User, Customer will, and will cause its End Users to, immediately: (a) take all reasonable and lawful measures that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Products and Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Company of any such actual or threatened activity.
4. PRODUCT USE
Customer shall use the Products and shall provide that all End Users use the Products in compliance with the Google TOS.
Customer shall use the Products only for its own internal business purposes. Customer shall not be entitled to resell or use the Products otherwise, except explicitly stipulated herein. Except as expressly permitted in the Agreement, Customer will not: (a) resell or supply the Products to any third party who will resell, distribute, supply, lease, or allow another third party to use the Products; (b) use the Products or any Google documentation provided for any purpose other than to use the Products as permitted hereunder; or (c) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer any Product or any part thereof, including the source code and any other underlying ideas or algorithms of the software forming part of the Product (except to the extent such act cannot be prohibited by law or is expressly permitted under the applicable law).
Within the Term of the Agreement the Customer shall not buy Products from other resellers or from Google directly.
Google’s Communications with Customer. The Customer agrees to provide the Company so that the Company shall provide Google with contact details for the Customer and all its personnel and representatives, and Customer gives its consent to allow Google to use such details to communicate directly with Customers for the following purposes:
as required to execute any non-standard Customer orders;
for purposes related to the provisioning of the Product(s) to Customer’s accounts, including in relation to any Product updates or security incidents;
as required to ensure Customer is notified of available options to maintain continuity in Product provisioning; and
to conduct customer service and satisfaction surveys.
Google Product Information. Customer grants its consents to Google to use the Customer details provided in the Agreement to inform Customer about new or additional Google products related to the Product(s) Customer is using. Google will use reasonable endeavours to allow the Customer to opt out of receiving such communications at any time.
Customer agrees that the Company may provide a copy of the Agreement to Google on Google’s request.
Customer agrees that Google may monitor Customer’s use of the Product(s) to verify that the appropriate price was used to calculate fees charged by Google to Company for the Product(s) the Customer is using.
During the Term and for 1 year thereafter, neither Party will, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to anyone) for employment or engagement as an independent Company any person then or within the prior 6 months employed or engaged by the other Party involved in any respect with the Services or the performance of the Agreement. In the event of a violation of this obligation is proven, the non-breaching Party will be entitled to liquidated damages equal to the compensation paid by Company to the applicable employee or Company during the prior 12 months.
6. PAYMENT PLANS. PRICE LIST. PAYMENT TERMS
Unless otherwise stipulated in the Agreement, the Customer may choose one of the following Subscription plans for Services, provided by Company.
the Subscription plan, elected by Customer, shall be stipulated in the Agreement.
License fees and other Product and Service prices shall be also stipulated in the Agreement or an addendum to it.
Price List. Price List Updates.
The price charged by Company to Customer for any Service and/or Product is the price stated on the applicable Agreement.
Customer acknowledges and agrees that Google may change the prices on the Price List for Google Services and Products periodically by informing the Company. The date Google informs Company of a change is a “Price Change Notice Date”. Unless Google specifies a longer period, any price change will become effective 30 days after the Price Change Notice Date.
Customer acknowledges and agrees that upon Google changing the prices on the Price List for Google Services and Products, the Company may change the prices, stipulated between Company and Customer, periodically by informing the Customer. The date Company informs Customer of a change is a “Price Change Notice Date for Customer”. Unless Google specifies a longer period, any price change will become effective 30 days after the Price Change Notice Date for Customer.
Customer acknowledges and agrees that Company may change the prices on the Price List for Company Services and Products periodically by informing the Customer. The date Company informs Customer of a change is a “Price Change Notice Date for Customer”. Unless other specified a longer period, any price change will become effective 30 days after the Price Change Notice Date for Customer.
All fees will be invoiced in accordance with the Agreement. Customer agrees to pay all invoiced amounts within five(5) calendar days of the date of invoice. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.
Until paid in full, delinquent payments will bear interest from the first date of delinquency at 1.5% of the of the outstanding balance per day, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. The Customer is responsible for all reasonable expenses (including legal fees) incurred by Company in collecting unpaid or overdue amounts, except where these unpaid or overdue amounts are due to billing inaccuracies attributable to Company.
Credit Hold. Suspension. Termination.
Without prejudice to any other rights or remedies, if any undisputed invoice remains unpaid after the due date or if Company determines in its reasonable commercial judgment that the Customer’s credit worthiness is in question, Company may place Customer on credit hold and suspend Customer’s access to Customer ordering tools and/or the TSSG, as well as any Products and/or Services. If Company places Customer on credit hold, Company will promptly inform Customer. If Company, in its sole discretion, determines that Customer is an unacceptable credit risk, Company may terminate the Agreement with immediate effect upon written notice.
Any disputes relating to invoiced amounts must be submitted prior to the invoice due date. Any portion of a charge not disputed in good faith must be paid in full. If the parties determine that certain billing inaccuracies are attributable to Company:
Company will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice; and
if the disputed invoice has not yet been paid, Company 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.
Prices and Taxes.
All prices are VAT excluded.
Customer shall comply with all applicable tax laws and regulations. Customer hereby agrees to indemnify Company for any Taxes and related costs paid or payable by Company attributable to Taxes that would have been Customer’s responsibility under this section if invoiced to Customer. Customer shall promptly pay or reimburse Company for all costs and damages related to any liability incurred by Company as a result of Customer’s non-compliance or delay with its responsibilities herein. Customer’s obligation under this section shall survive the termination or expiration of these Terms.
8.RELATIONSHIP OF PARTIES
Company, Customer and Google are independent companies. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Google and Customer, Company and Customer or Company and Google, regardless of use of the term “partner” or “certified” or other similar designations. Neither party will represent that it has any authority to assume or create any obligations, express or implied, on behalf of the other party.
9. CUSTOMER DATA. CUSTOMER CONSENT TO DISCLOSURE
Customer Data. As between Customer and Company, Customer is and will remain the sole and exclusive owner of all right, title and interest in and to all Customer Data. Subject to the terms and conditions of the Agreement, the Customer hereby grants Company a limited, revocable, non-transferable, non-exclusive, non-sub licensable, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and make derivative works of the Customer Data for purposes of providing the Services to Customer. Company will have no right to use the Customer Data for any other purpose or share the Customer Data with anyone other than the Customer. Notwithstanding the prior sentence, Company may use disaggregated and depersonalized Customer Data for benchmarking, quality control, improving the Services and any other lawful purposes.
Customer Consent to Disclosure. Besides other data protection and Customer Data stipulations in the Agreement, the Customer will permit Company to use and disclose Customer Data and other Customer information to Google as reasonably required for Google to provide Products, Google Services and Google support to Company in connection with the relevant Customer’s support issues regarding the Services, Google Services and Products, and for use by Google in accordance with the Google TOS including applicable confidentiality, data processing and security terms.
The Customer is responsible for providing the necessary notices, and obtaining and maintaining any consents, required from End Users to allow Partner and Google to perform their respective contractual obligations in respect of the Customer.
The Customer hereby consents to provide relevant Customer contact notices, to allow Google to communicate directly with Customer for the following purposes: (a) to conduct customer service and satisfaction surveys; (b) to the extent required to provide options regarding continuity of the Product(s) (including where Company’s authorization to continue to resell or supply the Product has been terminated; and (c) for purposes related to the provisioning of the Product(s) to Customer’s account, including in relation to any Product updates or security incidents.
10. INTELLECTUAL PROPERTY RIGHTS
Except as expressly stated otherwise in the Agreement, neither party will acquire any rights, title or interest, in or to any of the Intellectual Property Rights belonging to the other party, or the other party’s licensors. All ownership rights, title, and Intellectual Property Rights in and to the content accessed through any Products or tools are the property of the applicable content owner and may be protected by copyright or other applicable laws.
Limited Trademark License; Marketing Materials. Customer hereby grants Company a royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable, limited term license to use Customer’s Marks within the Term of the Agreement, solely for the purpose of including Customer in any of Company’s customer lists and identifying Customer as a client of Company. Company will not use any of Customer’s Marks in any manner that Customer, in its sole discretion, deems to be an explicit or implicit endorsement of Company, or which is likely to cause confusion as to Customer’s relationship to Company. Customer and Company acknowledge that the provisions of this paragraph do not convey any right, title or ownership interest in Customer’s Marks to Company.
11. CONFIDENTIAL INFORMATION
Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to these that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (c) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (d) the terms of the Agreement. Confidential Information of Company shall include the documentation, the pricing, and the terms and conditions of the Agreement. Confidential Information also includes all summaries and abstracts of Confidential Information.
Non-Disclosure. Each party acknowledges that in the course of the performance of the Agreement, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under the Agreement. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees and agents who need access to such Confidential Information to affect the intent of the Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in the Agreement.
Exceptions to Confidential Information. The obligations set forth in this Section (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of the Agreement or any obligation of confidentiality by the Receiving Party. Nothing in the Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
Injunctive Relief. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.
Protection of Confidential Information. The Receiving Party will not disclose Confidential information, except to Affiliates, employees, agents, subcontractors or professional advisors (collectively “Representatives”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Receiving Party will use, and ensure that its Representatives use, the received Confidential Information only to exercise rights and fulfill obligations under the Agreement, while using no less than reasonable care to keep it confidential.
Publicity. Both Parties may not make any public statement regarding the Agreement without other Party’s written approval, but either Party does not need to seek approval from the other Party if making a public statement that the Customer uses Company Services. Both Parties may state orally and in writing (including on their websites and online media profiles and accounts) that the Customer is Company’s client.
Brand Features Licences. Subject to the terms of the Agreement, each Party grants to the other Party a non-exclusive, non-royalty bearing and non-sublicensable licence to display other Party’s Brand Features during the Term solely for the purpose of Publicity and Company’s marketing.
Restricted Use. Each Party may use the other Party’s Brand Features only as expressly permitted in the Agreement. A party may revoke the other Party’s right to use its Brand Features pursuant to the Agreement with written notice to the other, if the other Party used its Brand Features in violation with the Agreement.
12. PERSONAL DATA PROTECTION
Company Privacy Compliance. For compliance with applicable data protection legislation, Parties shall conclude a Data Protection Addendum to the Agreement.
Google Privacy Compliance. In connection with the processing of any personal data by Google in relation to the Agreement the European Data Protection Legislation may apply. In this case relations between Customer and Google shall be governed by the Google TOS and applicable data protection polices of Google for use of respective Google Services and Products.
Mutual Warranties. Each Party warrants that it:
has the legal authority to enter into the Agreement;
will use no less than reasonable care, diligence, expertise and skill in performing its obligations under the Agreement; and
will comply with all applicable laws, rules and regulations or otherwise by any act(s) or omission(s) place the other Party in violation of any applicable laws.
Disclaimer. No conditions, warranties or other terms apply to any Products or to any other goods or services supplied by the Company or Google under the Agreement unless expressly set out in the 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).
Google Responsibilities. In accordance with the Agreement, Google will provide Products and Google Services to Customer. Google is not responsible for ongoing account-related activities as between Company and Customers including billing, activation services, and collecting fees from Customer.
Product Availability. Customer agrees that Google may without notice, and without incurring any liability to Customer: (a) discontinue the sale or availability of any Product(s) or support of any Product(s); or (b) change the features of any Product(s). Customer agrees that Google has no obligation to provide Customer with advance notice of any changes in any Product(s).
14. LIMITATION OF LIABILITY
Liability. In this section, “liability” means any liability, whether under Agreement, tort, or otherwise, including for negligence.
Limitations. Except as otherwise set forth explicitly in the Agreement
either party will have any liability arising out of or relating to this Аgreement (whether in contract, tort (including negligence) or otherwise) for:
The other party’s lost revenues;
Indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated by the parties at the effective date); or
Exemplary or punitive damages; or
(iv) Loss or damage suffered or incurred by the other party (whether or not any such loss or damage was or was not foreseeable or within the contemplation of the parties): (a) loss of profit; (b) loss of anticipated savings; (c) loss of business opportunity; (d) loss or damage resulting from third party claims; or (e) indirect or consequential losses; and
Each party’s total aggregate liability arising out of or relating to the Agreement is limited to the total of Google Service Credits, accumulated for the respective Product or Service that gave rise to the liability.
As an exception from limitations of liability, the Customer shall be fully liable for any damages and injuries, inflicted on leased hardware devices by End Users and any third parties during the Term.
As an exception from limitations of liability, the Customer shall be fully liable for any damages, penalties, compensations, costs and/or expenses, due by Company to Google or third parties, as a result of Customer’s or End User’s violation of the Agreement or the applicable law.
Exceptions to limitations. Nothing in the Agreement excludes or limits either party’s liability for payment of the applicable fees, incl. fees for Services, Google Services and Products.
Nothing in the Agreement creates any liability or obligation for payment of compensations or provision of other remedies by the Company to the Customer in connections with Products and Google Services, as well as any other actions or obligations, which the Company has not explicitly undertaken as Company obligations. For any actions or obligations, which the Company has not explicitly undertaken as Company obligations, the Google Remedies shall apply as a sole remedy available to Customer. The Company shall not be liable for any failure to fulfil its obligations and shall have the right to refuse Services, including Support and maintenance of leased hardware under the Agreement or require additional payment under the conditions of the Agreement, when:
(i) Products or hardware are not included in the Agreement or are not located at the address specified in the Agreement;
(ii) the information on an existing problem has not been received in compliance with the Agreement or the Customer provided the Company with partial, incorrect or inaccurate data or materials;
(iii) the Agreement requirements of the manufacturer (minimum and maximum temperature, humidity, dust, voltage, earthing, etc.) or the requirements or instructions of the Company have not been complied with by the Customer;
The Customer is in violation of the Agreement or the applicable legislation;
Damages or lost profits of the Customer are for reasons beyond the control of the Company;
Any inability of the Customer to use a Product or Service for reasons beyond the control of the Company;
Claims made by third parties against the Customer in regard to the use and activities, performed by the Customer through a Product.
Company shall not be responsible for:
(i) The storage of passwords of the End Users;
(ii) Loss or theft of information occurring due to technical problems, in cases where the problems are not due to the work performed by the Company, acts or omissions of the Customer, Google or third parties, disasters, accidents, force majeure, actions of employees of the Customer or third parties.
The Company shall not be liable for failure or delay in the performance of its obligations under the Agreement and shall not owe any penalties or indemnities to the Customer when the Customer has failed to fulfill its obligations under the Agreement, including the obligations of the Customer to pay the Company the amounts due in time.
When the Company has performed the assigned work in compliance with all the requirements of the applicable legislation, has acted professionally and with the due diligence, the Company shall not owe the Customer any penalties and indemnities for non-performance or delay.
The Company is not responsible for the activity, which shall be performed by the Customer through the Product, as well as the content or correspondence, that is published or performed through the Product. The Customer shall be fully responsible for the information, images, videos, logos, slogans, trademarks (TMs), materials and other content, which the Customer has provided to the Company within the course of work, if any.
Company shall be entitled to make inspections of Company Product and leased hardware use in order to verify the safety and compliance with the Agreement, manufacturer’s and Company’s instructions and requirement. Customer shall immediately comply with any requirements of the Company regarding detected incompliances and violations.
The Agreement shall commence on the Effective Date set forth on page one of the Agreement and will be valid for the Term set forth in the Agreement (Term) unless terminated sooner pursuant to this Section.
Termination for Convenience. The Agreement may be terminated for convenience using one of the following options, explicitly specified in the Agreement:
When the Term of the Agreement is one month, either Party may terminate the Agreement before expiry of Term, on 30 days’ prior written notice to the other party (no compensation due); or
When the Term of the Agreement is one year or more(commitment plan), either Party may terminate the Agreement before expiry of Term, on a written notice to the other party. When the Customer terminates the Agreement before expiry of Term, the Customer owes to Company the full value of the commitment and shall pay the Company an amount equal to the remaining balance of the commitment within 10 days of termination date.
Ending relationship with Supplier. Customer has the right to end the relationship with the Supplier and move the the G Suite Subscription Plan to Google or another Google partner. When the Customer ends the relationship with the Supplier, the Customer Subscription plan and the pricing may change according to the Google standard pricing. In case when Customer ends the relationship under this clause the Customer does not owe a penalty to the Supplier.
Termination for Cause. In addition to any specific termination or suspension rights applicable in the event of non-payment as described in Section Invoicing and Payment, either party may suspend performance or terminate the Agreement immediately upon written notice if: (i) the other party is in material breach of the Agreement and, where that breach is capable of cure, fails to cure the breach within thirty days after receipt of written notice of the breach; (ii) the other party is in material breach of the Agreement and that breach is incapable of cure; (iii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (iv) the other party is in material breach of the Agreement more than three times notwithstanding any cure of such breaches. Company may elect not to provide Services during a cure period unless and until the material breach has been cured.
Termination Due to Applicable Law. Company may terminate the Agreement or any Service immediately upon written notice if: (i) Company reasonably determines that applicable law(s) make it impracticable or unlawful to continue providing the Product(s) or Services; or (ii) Company believes, in good faith, that Customer has violated or caused Company to violate any applicable laws, or that such a violation is reasonably likely to occur.
Effect of Termination. Upon any termination of the Agreement and subject to any applicable “wind down” provisions that may apply to a particular Product or a Service: (i) all rights and licenses granted by one party to the other will immediately cease; (ii) each party will promptly return to the other party, or destroy and certify the destruction of, all of the other party’s Confidential Information; (iii) all payments owed by one party to the other party (including all amounts owed for the full original committed Term even if the termination date is earlier than the committed end date) become immediately due and payable. If explicitly agreed between the Parties, Company will provide any applicable transition assistance as necessary. Termination of the Agreement, in part or in whole, will not limit either party from pursuing other remedies available to it.
Notices. Either Party may give notice to the other Party by means of electronic mail or by written communication sent by registered mail or courier. Notices via electronic mail shall be deemed to have been given upon confirmation of receipt or reply by other Party.
Amendments. Any amendment to the body of the Agreement or the Terms and Conditions or any additional document to the Agreement must be in writing, signed by both parties.
Governing Law. The Agreement and the rights and obligations of the parties to and under the Agreement shall be governed by and construed under the laws of the Bulgaria.
Dispute Settlement. All disputes, related to the Agreement, shall be settled by the Arbitration Court at the Union of Bulgarian Arbitrators, Sofia, in compliance with its rules for arbitration.
Waiver. No term or provision of the Agreement shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
Severability. If any provision of the Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
Force Majeure. Except for Customer’s payment obligations, neither party shall be liable for any failure or delay in performance under the Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of the Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.