Google Cloud & Workspace Terms

These Google Cloud & Workspace Reseller Terms (the "Reseller Terms") apply when you order, receive or use Google Cloud or Google Workspace through Tonystam LLC ("Tonystam," "we," "us") as your reseller. They supplement our General Terms, which continue to apply; where there is a conflict in relation to a resold Google service, these Reseller Terms prevail. In these Reseller Terms, "Google" means Google LLC and its affiliates; the "Services" means the Google Cloud and/or Google Workspace subscriptions and related Google services we resell to you; and "End Users" means the users to whom you assign access or licences. Where a term refers specifically to Google Cloud or to Google Workspace, it applies to that service.

1. Our role as reseller

Tonystam is an authorised Google reseller. We provision your subscription, manage licensing and billing, and provide account support, acting as your single point of contact. The underlying Google services are provided by Google, on Google's infrastructure and subject to Google's terms and service levels. Nothing in these Reseller Terms makes Tonystam an agent, partner or representative of Google beyond our authorised reseller role, and we make no representations on Google's behalf.

2. Google's terms also apply

Your access to and use of the Services is additionally governed by Google's applicable terms — for Google Workspace, the Google Workspace agreement for resold customers; for Google Cloud, the Google Cloud Master Agreement or equivalent reseller terms — together with the applicable Acceptable Use Policy, the service-specific terms and, for the processing of customer data, Google's Cloud Data Processing Addendum. By ordering through us, you agree to those Google terms, which are available from Google (for example at cloud.google.com/terms and workspace.google.com/terms). If Google changes its terms or the Services, those changes apply to your use of the Services.

3. Orders, plans and provisioning

How you are charged depends on the service: Google Workspace is licensed per user ("seats"), while Google Cloud is provided mainly on a consumption basis (see Section 4). We provision your subscription once your order is confirmed and the applicable payment or billing setup is in place.

Google Workspace plans

For Google Workspace, you order seats on the plan set out in your quote or order. Google offers different commitment options, which may include an annual (fixed-term) plan and a flexible plan:

• Annual / fixed-term plan: you commit to a number of seats for the term (typically 12 months) and pay for those seats for the whole term, whether or not they are all used. You can usually add seats during the term, but not reduce them until renewal.
• Flexible plan: you can add or remove seats during the term and are billed for what you use in each billing period.

You are responsible for choosing the plan and seat count that suit your needs.

4. Fees, billing and taxes

Fees for the Services are billed by Tonystam at the prices stated in your quote or invoice and are exclusive of taxes. Recurring subscriptions are billed in advance for each billing term; Google Workspace annual plans renew for further terms as described below. Google may change list prices, and changes to the underlying cost of the Services may be reflected in your fees at renewal or as otherwise notified. Taxes are handled as set out in our General Terms (United States sales/use tax and, in the European Union, the VAT reverse-charge for business customers, where applicable). Fees already paid are non-refundable except where required by law or by Google's applicable terms.

Google Cloud (consumption-based billing)

Google Cloud is billed mainly on a usage (consumption) basis rather than per seat. Where we resell Google Cloud, we invoice the consumption incurred under your projects, which may include charges passed through from Google, plus any agreed management fee. You are responsible for the usage generated by your account and configuration, including unexpected usage. We can help you set budgets, quotas and alerts, but we do not cap or guarantee your consumption costs unless expressly agreed in writing. Consumption invoices are due on the stated terms, and we may suspend the Services for non-payment in accordance with our General Terms and Google's terms.

5. Term, renewal and changes

Your Google Workspace subscription runs for the term shown in your order. Annual plans automatically renew for successive terms of the same length unless you give notice of non-renewal before the end of the current term; flexible plans continue on a rolling basis until cancelled. Seat reductions on an annual plan take effect at renewal. Google Cloud generally continues until you stop using it or close the account, subject to any committed-use or capacity commitments you take on. To change a plan, add or remove seats, or cancel renewal, contact us in good time before the renewal date so we can action it with Google.

6. Your responsibilities

• Keep your administrator ("super admin" / Organization admin) account and credentials secure, and manage your End Users, their access and their content;
• Use the Services lawfully and in line with Google's Acceptable Use Policy, and ensure your End Users do the same;
• Provide accurate account, contact and billing information and keep it up to date;
• Obtain any consents and provide any notices required for you to put your and your End Users' data into the Services;
• Be responsible for your data and configuration, including exporting or backing it up where you need an independent copy.

7. Support

Tonystam provides first-line support for provisioning, billing, plan changes and account matters. Technical and service issues with the Services are ultimately handled under Google's support and service-level commitments; where needed, we help you raise and follow up such issues with Google. You can reach us, or open a case, through your client area at tonystam.com/clients or by emailing info@tonystam.us.

8. Data protection

For personal data contained in your Google Cloud or Google Workspace environment (for example, your End Users' accounts, content and workloads), you are the controller. Google processes that data as a processor under Google's Cloud Data Processing Addendum, and may use sub-processors; Google offers data-region options and appropriate international-transfer safeguards (such as the Standard Contractual Clauses and, where applicable, the EU–US Data Privacy Framework). To the extent Tonystam processes any of your personal data in connection with provisioning, billing or support, we act as described in our General Terms and our Privacy & Cookies Policy. You are responsible for configuring the Services and your own compliance obligations as controller.

9. Suspension, termination and transfer

We (or Google) may suspend or terminate the Services in the circumstances allowed by these Reseller Terms, our General Terms and Google's terms — for example, non-payment, a breach of the Acceptable Use Policy, or action required by Google or by law. You may move your subscription or billing to another reseller or directly to Google by following Google's transfer process; we will not unreasonably withhold cooperation with a valid transfer, provided your account is settled. On termination, your right to use the Services ends and, unless you transfer the subscription, Google deletes the data after the retention/recovery period set out in Google's terms. You are responsible for exporting your data before that period ends.

10. Service availability and disclaimers

The Google services are provided by Google, subject to Google's service-level agreements and terms. Tonystam does not separately warrant the availability, performance or features of the Services and is not responsible for Google's acts or omissions, for service interruptions, or for changes Google makes to the Services. Except as expressly stated and to the fullest extent permitted by law, the resale Services are provided on an "as is" basis and the warranty disclaimers in our General Terms apply. Any service-level credits are those offered by Google under its SLA and are subject to Google's conditions.

11. Limitation of liability

Tonystam's liability in connection with the Services is limited as set out in our General Terms. Without limiting that, Tonystam is not liable for loss arising from the Google services themselves, including outages, data loss within the Services, consumption charges resulting from your configuration or usage, or Google's changes to or discontinuation of features. Your remedies for the underlying service are those provided by Google under its terms and SLA.

12. Trademarks

Google, Google Cloud and Google Workspace are trademarks of Google LLC. They are used here to describe the services we resell and do not imply any endorsement by Google beyond our authorised reseller relationship.

13. Relationship to our General Terms and governing law

These Reseller Terms form part of, and are governed by, our General Terms, including their provisions on governing law (State of Delaware), disputes, the consumer carve-out and notices. Except as varied here for the resold Google services, the General Terms apply in full.

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See also our General Terms and Privacy & Cookies Policy.