TERMS AND CONDITIONS

FOR GOOGLE WORKSPACE SERVICES

By signing or accepting the Service Order for Google Workspace Services (“Google Services”), the Customer is deemed to acknowledge and agree to be bound by all these terms and conditions as set out in this Terms and Conditions and Service Order Form which together forms the entire agreement between the Company and the Customer.

1. TERMS OF SERVICE

The Customer understands and agrees that the Company is not the provider of the Google Services, but a reseller of the Google Services. The Company is not responsible for the operation or performance of Google Services.  The Company does not make any representations or warranties with respect to the Google Services.  The Google Services and all intellectual property rights relating to the Google Services are and shall remain the exclusive property of Google.

2. CUSTOMER’S RIGHT TO USE THE SERVICE

• General

2.1.1   Subject to the Customer’s payment of the applicable fees and under the terms of this Agreement, the Company will provide the Customer access to Google Services for the number of licenses pursuant to the Service Order between the Customer and the Company.

2.1.2   The Customer acknowledges that the use of the Google Services is subject to the acceptance of terms and conditions of the Google Workspace Terms, https://workspace.google.com/terms/premier_terms.html, or such other URL as Google may provide. (hereinafter called “Google TOS”).

2.1.3   The Customer shall use the Google Services and provide that all End Users use the Google Services in compliance with the Google TOS. The Customer further acknowledges that Google may change the features of any Google Services during the period of license and the Customer accepts such changes as part of the Agreement.

2.1.4    The Customer acknowledges and agrees that the migration of any and all data to the Google Service shall be carried out by the Customer.  The Customer may, however, employ the migration service from the service provided recommended by the Company.  In this regard, the Customer agrees to directly appoint such service provider to be its authorized in serving the data migration services.  For the avoidance of doubt, the data migration service is between the Customer its authorized service provider (agent) and as between the Company and the Customer, the Company acts merely as a facilitator and is not involved in such data migration transactions in any respect.

2.2      Restriction on Use of Google Services

2.2.1   The Customer shall use the Google Services only for its own internal business purposes. Except as expressly permitted in the Agreement, the Customer will not: (a) resell or supply the Google Services to any third party who will resell, distribute, supply, lease, or allow another third party to use the Google Services; (b) use the Google Services for any purpose other than to use the Google Services as permitted hereunder; or (c) adapt, alter, modify, decompile, translate, disassemble, or reverse engineer any Google Services or any part thereof.

2.2.2   Within the Term of the Agreement the Customer shall not buy Google Services from other resellers or from Google directly. 

3. DOMAIN SERVICE

• In addition to the Google Services subscribed herein, the Customer may subscribe for Domain Service
  (few selected TLDs) with the Company based on the offer made by the Company through the Service Order issued by the Company. However, Domain Service must strictly apply to the Google Services Subscription Program and must be subject to the fee specified in the relevant Service Order.

• The Customer is aware of and agrees that using a particular service from Premium Category as presented in Product Catalogue (“Premium Domain”) will incur an additional cost to the Customer. With respect to this, the Company will charge such fee with the Customer on a yearly basis (prepayment). The service fee of Premium Domain must be firstly paid by the Customer when the Domain Service has been subscribed with the Company.

• The provision under Clause 3 herein does not impact to the domain subscribed by the Customer with other domain service provider which the Customer may be responsible for the cost incurred in connection with such service.

4. INVOICING AND PAYMENT OF USING SERVICES

4.1      The Customer shall pay the Company the applicable service fees as set forth in the Service Order issued by the Company and accepted by the Customer. Unless otherwise set forth on such Service Order, fees shall be payable within thirty (30) days after the date of Company’s invoice.

4.2      If the Customer fails to meet the deadline for payment indicated in the invoice, the Customer will pay a late payment charge on due amounts at the rate 18% per annum calculated for each day of default until full settlement. The Customer shall be responsible for all reasonable costs and an attorneys’ fee incurred by the Company in the collection of any overdue amount.

5. TERM, TERMINATION AND SUSPENSION OF SERVICES

5.1      Term

5.1.1   The subscription to the Google Services will be effective as of the earlier of: (a) the date Customer accepts the Service Order, or (b) the date the Customer first accesses or uses the Services and will continue in force pursuant to the term set forth in the Service Order (the “Contractual Period”), unless and until terminated as provided in this Agreement.

5.1.2   In the event that the Customer subscribes Google Services and/or Domain Service under Contractual Term, the initial term of the Services will be in accordance with the term of Contract Period set forth in the Service Order (the “Initial Term”).  Upon expiration the Initial Term, the term will be automatically renewed on a yearly basis (the “Extended Term”) unless and until terminated by either Party upon giving the other Party not less than forty-five (45) days written notice prior to the end of the Initial Term or the Extended Term.

5.1.3  The Customer agrees and undertakes to use Google Services for a Contractual Period.

            In a case where the usage of such services ends before the relevant Contractual Period whether during the Initial Term or Extended Term due to the Customer’s intention pursuant to Clause 5.2 (Termination for Convenience) or the Customer’s default pursuant to Clause 5.3, the Customer shall be subjected to the termination fee and will be liable to the Company as follows:

Calculation of the Termination Fee:

     Number of licenses (subscribers) x Unpaid Service/Pack Fee x Remaining Period.

5.2      Termination for Convenience

            Either party may terminate this Agreement at any time in its sole discretion by providing the other party with at least forty-five (45) days’ prior written notice to the other Party. If the Customer exercises its rights under this clause 5.2, the termination fee of clause 5.1.3 shall be applied and charged.  

5.3      Termination for Breach

Either party may terminate this Agreement (i) forty-five (45) days after providing written notice to the other party of a material breach of its obligations under this Agreement if such breach remains uncured at the expiration of such 45-day period, or (ii) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

5.4      Effect of Termination

If this Agreement terminates, then the rights granted hereunder by any party to the other party and the Customer’s access to the Google Services will cease immediately.

5.5      Suspension or Termination of Services

Without prejudice to the Company’s right under Section 5.3 (Termination for Breach), if Customer is in breach of its payment obligations under this Agreement and has failed to cure such breach within the period determined by the Company, without prejudice to the Company’s right to terminate the Agreement, the Company may suspend the Customer’s access to Google Services until such breach is cured.

6. TECHNICAL SUPPORT

The Company will provide front-line technical support directly to the Customer with respect to the questions. complaints and other support issues that the Customer cannot resolve. If the Company cannot resolve such support issues, the Customer may also escalate support requests to Google in accordance with Google’s applicable technical support guidelines (the “TGGS”) for the Product(s).

7. DISCLAIMER

To the fullest extent permitted by Applicable Law, the Customer understands and agrees that the Company makes no conditions, warranties, or other commitments (whether express or implied, including as to satisfactory quality, fitness for a particular purpose), in connection with the Google Services provided under this Agreement), except as otherwise expressly stated under this Agreement.

8. LIMITATION OF LIABILITY

The Customer recognizes that the Company is a reseller of Google Services and agrees that the Company shall not be financially responsible for the failure of such Google Services. The Customer agrees that the Company shall not have any liability to the Customer if the Google Services do not function as anticipated; however, the Company shall provide reasonable administrative assistance to the Customer with respect to requesting working Google Services from Google. In any events, the limit of liability of the Company to the Customer for any cause or combination of causes arising out of or in connection with the Service Order shall be, in total amount, limited to the amount paid by the Customer to the Company during the 12 (twelve) months prior to the event of giving rise to liability.

9. INDEMNITY

The Customer shall indemnify and hold the Company harmless against any and all loss, liability, cost, expense or claim (including legal expenses) suffered or incurred by the Company arising directly or indirectly from or in connection with:

• any failure by the Customer to comply with any of the provisions of the Service Order, Google TOS, any instructions, notices or directions issued by the Company and/or any appropriate authorities or any Applicable Law in force;

• any claims for libel, infringement of intellectual property rights of breach of any Applicable Laws whatsoever arising from all claims arising out of any act or omission of the Customer or any authorized use of the Services; or

• any and all claims, demands, proceedings or fines made or imposed against the Company by a third party arising out of, in connection with or due to the Customer’s breach of the these terms or in using the Services, including claims for defamation and/or infringement of intellectual property rights.

10. GENERAL PROVISIONS

10.1    Assignment

The Customer shall not assign or transfer its interest in the Service Order without written consent of the Company. The Customer acknowledges that the Company may assign the Service Order to a third party, including Google, without written consent of the Customer.

10.2    Waiver

Any failure by the Company to require strict compliance with any provision of this Agreement shall not be constructed as a waiver of such provision, and the Company may subsequently require strict compliance at any time, notwithstanding any prior failure to do so.

10.3    Relationship of the Parties

The Company, the Customer and Google are independent companies with respect to the resale of the Google Services.  Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint venture between the parties.

10.4    Severability

In the event any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.

11. CONSENT TO THE PROCESSING OF END USER DATA

The Customer agrees to obtain appropriate rights and/or consents, where required by applicable laws, to enable the Company to collect, use and process the End User Data as provided by the Customer for the purpose of the following

• registering and activating Google Services and Domain Service to the End Users;

• performing the Company’s obligations as required under this Agreement; or

• complying with any applicable laws and regulations.

• extending information to 3^rd party to perform additional services as requested by the Customer.

12. DEFINITIONS & INTERPRETATIONS

Capitalized terms in this Agreement shall have the following meanings.

“Applicable Law” means all laws, rules, regulations applicable to provision of Google Workspace Services.

“Agreement” means the Service Order or electronic, digital or online order, order detail form, and this Terms and Conditions.

“Company” refers to True Move H Universal Communication Co., Ltd., or the entity whose name appears in the Service Order (as the case may be).

“Customer” means the customer whose particulars or details are identified in the section referred to as either “Applicant Information”, “Customer Information” or “Customer Details” in our Service Order Form.

“Domain Service” means the service provided to assign a TLD/domain under the customer’s name.

“End Users” means any person(s) authorized by the Customer to use the Google Services.

            “End User Data” refers to data about an individual who can be identify or identifiable from that data

“Google Services” means the provision of Google Workspace Services, which allows access to cloud-based Google productivity services including Gmail, Meet, Drive, Chat, Calendar, Docs, Sheets and Slides.

“Service Order” or “Service Order Form” means a service order or any kind of documents, or online subscription portal or sign-up application, entered into between the Parties for Google Workplace Services and Domain Services (if applicable) where includes all terms as set out in this Terms and Conditions.

“Top-level domain (TLD)” refers to the last segment of a domain name, or the part that follows immediately after the "dot" symbol. For example, in the internet address: https://www.google.com, the “.com” portion is the TLD. TLDs are mainly classified into two categories: generic TLDs and