These Google G Suite Special Terms and Conditions (“Google G Suite Special Terms”) form an addendum to the Insight Terms of Sale for Cloud Services, and set forth the terms and conditions that are specific to the Google G Suite Cloud Services and related services being purchased by Client from Insight. To the extent these terms conflict with the Insight Terms of Sale for Cloud Services, these Google G Suite Special Terms shall take precedence with respect to the purchase of Google G Suite Cloud Services. Terms used but not defined herein will have the meaning given in Insight's Terms of Sale for Cloud Services.

If you are an individual accepting these Google G Suite Special Terms on behalf of an entity, you represent that (i) you have the legal authority to accept these Google G Suite Special Terms on that entity’s behalf, (ii) you have read and understand the terms of these Google G Suite Special Terms and (iii) you agree, on behalf of the entity that you represent, to the terms of these Google G Suite Special Terms.

Google G Suite – Additional Terms:

  1. Independent Contractors. Client, Insight, and Google are independent contractors with respect to the resale of the Services.
  2. Client Consents.
    1. 2.1  Client is responsible for obtaining any consents required from End Users (as defined below) to allow Insight to perform its obligations under these additional terms and conditions.
    2. 2.2  Client is responsible for providing the necessary notices, and obtaining and maintaining any consents, required from End Users to allow Insight and Google to perform their respective contractual obligations in respect of the Client.
    3. 2.3  Client consents to provide relevant Client contact details to allow Google to communicate directly with Client for the following purposes: (i) to conduct customer service and satisfaction surveys; (ii) to the extent required to provide options regarding continuity of the Services; and (iii) for purposes related to the provisioning of the Services to Client’s account, including in relation to any Services updates or security incidents.
  3. Breach of SLAs. If Google fails to comply with the SLAs, Client’s only remedies are those set forth under the Google TOS and Client must request any such remedies directly from Insight. Client agrees that any credit due will be credited by Insight to Client’s account within a reasonable time after Insight's receipt of the corresponding credit amount from Google following Google's verification of Client’s claim.
  4. Technical Support. Google will only provide technical support directly to Client as set out in the Google TOS.
  5. Data Processing.
    1. 5.1  Insight is the processor of any personal data processed by it on Client’s behalf.  Client is the controller of any such data, as the terms “controller,” “processed,” “processor” and “personal data” are defined in the EU Directive.
    2. 5.2  Insight will do the following, at a minimum, with respect to all personal data that it processes on Client’s behalf (as the terms “personal data” and “process” are defined in the EU Directive):
      1. comply with, and only act on, instructions from or on behalf of Client regarding the processing of that personal data;
      2. not process that personal data for any purpose other than for the performance of its obligations under this Agreement or the Google TOS;
      3. ensure that appropriate technical and organizational measures are taken to avoid unauthorized or unlawful processing of that data and against loss or destruction of, or damage to, that personal data;
      4. ensure the reliability of, and be responsible for, all of Insight’s employees, agents, and contractors who will have access to that personal data;
      5. not, by any act or omission, place Client or Google in breach of the European Data Protection Legislation;
      6. inform the Client immediately of any suspected or confirmed data protection breaches or unauthorized or unlawful processing, loss, or destruction of, or damage to, that personal data;
      7. ensure that any third party subcontractor engaged by Insight to process that personal data on behalf of Client only uses and accesses that data in accordance with the terms of these Special Terms and is bound by written obligations requiring it to provide at least the level of data protection required under this Section 5; and
      8. not process, or cause to be processed, that personal data outside the European Economic Area unless Insight adopts a compliance solution which achieves compliance with the terms of Article 25 of the EU Directive.
  6. Disclaimer. To the fullest extent permitted by applicable law, Insight (a) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, noninfringement, or error-free or uninterrupted use of the Services and (b) makes no representation about content or information accessible through the Services. The Services are not intended to be used for High Risk Activities. Any use of the Services for High Risk Activities by Client or its End Users will be at Client’s own risk, and Client will be solely liable for the results of any failure of the Services when used for High Risk Activities.
  7. Use Restrictions. Client will not, and will not allow End Users to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (b) sell, resell, sublicense, transfer or distribute the Services; or (c) access or use the Services (i) in a manner intended to avoid incurring Fees; (ii) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (iii) in a manner that breaches, or causes the breach of Export Control Laws; or (iv) to transmit, store, or process health information subject to United States HIPAA regulations.
  8. Intellectual Property Rights. Google owns all rights, title and Intellectual Property Rights in and to the Services. All ownership rights, title and Intellectual Property Rights in and to the content accessed through any Services are the property of the applicable content owner and may be protected by copyright or other applicable laws.
  9. Indemnification Obligations.
    1. 9.1  Client will defend Insight and its Affiliates (“Insight Indemnified Parties”), and indemnify them against (i) settlement amounts approved by Client, and (ii) damages and costs awarded in a final judgement against the Insight Indemnified Parties by a competent court in any third-party legal proceeding to the extent arising from:
      1. Client’s infringement of any third party’s Intellectual Property Rights;
      2. Client’s breach of these Special Terms; and
      3. Client’s data maintained or submitted in relation to the Services.
    2. 9.2  Client’s indemnification obligations are conditioned on the Insight Indemnified Parties requesting indemnification: (a) by promptly notifying Client in writing of the allegations that preceded the legal proceeding; (b) reasonably cooperating with Client to resolve the allegation(s); and (c) tendering sole control of the indemnified portion of the legal proceeding to Client.
  10. Definitions.
    1. 10.1  “Data Protection Legislation” means legislation implementing the EU Directive and any other applicable data protection and privacy legislation, guidelines and industry standards.
    2. 10.2  “End Users” means Clients’ individual end users who use the Services.
    3. 10.3  “EU Directive” means Directive 95/46/EC of the European Parliament and the Council on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of such Data.
    4. 10.4  “Export Laws” means all applicable export and re-export control laws and regulations, including trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.
    5. 10.5  “Google TOS” means those terms of service that govern the use of the Services found at the following url:
    6. 10.6  “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control or life support systems, where the failure of the Services could lead to death, personal injury, or environmental damage.
    7. 10.7  “Intellectual Property Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
    8. 10.8  “Services” means, for purposes of these Google G Suite Special Terms only the G Suite Services, as further described at the following url: (as the content at such url and the url itself may be updated or modified by Google from time to time).