These Terms of Service (“Terms”) are a legally binding agreement between you (“Client” or “You”) and Better Marketing Results (“Company,” “We,” “Us,” or “Our”) regarding your use of our managed Google Workspace IT solutions (“Services”). By using our Services, you agree to be bound by these Terms. Please read them carefully. If you do not agree to these Terms, you may not use the Services.
The state/country references refer to Australia as a whole.
- Services
1.1. The Company provides managed Google Workspace IT solutions for clients, which may include, but are not limited to, administration, setup, user management, and support services. The specific services provided will be outlined in a separate Service Agreement between the Company and the Client.
- Google Workspace
2.1. Our Services are provided using Google Workspace, a suite of cloud-based productivity and collaboration tools provided by Google LLC. By using our Services, you agree to comply with Google Workspace’s Terms of Service, Privacy Policy, and any other applicable policies and agreements.
- Disclaimer of Warranties and Limitation of Liability
3.1. The Company will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner. However, the Company does not warrant that the Services will be error-free, uninterrupted, or completely secure.
3.2. To the fullest extent permitted by law, the Company disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
3.3. The Company shall not be liable for any loss, damage, or expense resulting from hacking, scamming, or any other unauthorized access or use of the Client’s Google Workspace account, data, or systems (“Security Incidents”). The Client is solely responsible for implementing and maintaining appropriate security measures to protect their Google Workspace account, data, and systems from Security Incidents.
3.4. The Company’s liability for any claim arising out of or related to these Terms or the Services, whether in contract, tort, or otherwise, shall not exceed the amount of fees paid by the Client to the Company for the Services during the twelve (12) month period immediately preceding the event giving rise to the claim.
3.5. In no event shall the Company be liable for any indirect, consequential, exemplary, incidental, or punitive damages, including but not limited to lost profits, loss of use, loss of data, or other intangible losses, even if the Company has been advised of the possibility of such damages.
- Indemnification
4.1. The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) the Client’s use of the Services; (b) any Security Incident affecting the Client’s Google Workspace account, data, or systems; (c) any violation of these Terms by the Client; or (d) any violation of applicable law, regulation, or third-party rights by the Client.
- Term and Termination
5.1. These Terms shall commence on the Effective Date and continue until terminated by either party in accordance with this Section 5.
5.2. Either party may terminate these Terms at any time, with or without cause, upon thirty (30) days’ written notice to the other party.
5.3. Upon termination of these Terms for any reason, the Company shall cease providing the Services, and the Client shall immediately pay any outstanding fees owed to the Company.
6.1. Entire Agreement: These Terms, together with any applicable Service Agreement and any other documents incorporated by reference, constitute the entire agreement between the parties and supersede any prior or contemporaneous agreements, proposals, negotiations, or communications, whether written or oral, relating to the subject matter hereof.
6.2. Amendments: The Company reserves the right to amend these Terms at any time by providing notice to the Client. The Client’s continued use of the Services after such notice constitutes acceptance of the amended Terms.
6.3. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
6.4. Waiver: No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of such provision or any other provision.
6.5. Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the [State/Country] without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in [City, State/Country], and the parties consent to the personal jurisdiction of such courts.
6.6. Force Majeure: The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, natural disasters, internet service interruptions, or governmental actions.
6.7. Notices: All notices, requests, and other communications required or permitted under these Terms shall be in writing and shall be deemed to have been duly given upon receipt when personally delivered, sent by certified mail (return receipt requested), overnight courier, or email (with confirmation of receipt) to the addresses specified by the parties in the Service Agreement or such other address as either party may designate in writing.
6.8. Assignment: The Client may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms to any affiliate or successor in interest in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets related to the Services.
6.9. Independent Contractors: The parties are independent contractors, and nothing in these Terms shall be construed to create an employment, partnership, joint venture, or agency relationship between the parties.
6.10. Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
6.11. Counterparts: These Terms may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.12. Electronic Signatures: The parties agree that electronic signatures may be used to execute these Terms, and that such electronic signatures shall have the same force and effect as original, handwritten signatures.
6.13. No Third-Party Beneficiaries: These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
6.14. Survival: Any provision of these Terms that by its nature should survive termination or expiration of these Terms, including but not limited to indemnification, limitation of liability, and governing law, shall continue in full force and effect following the termination or expiration of these Terms.
6.15. Language: These Terms have been drafted in English. In the event of any conflict or inconsistency between the English language version and any translation, the English language version shall prevail.
6.16. Dispute Resolution: In the event of any dispute arising out of or relating to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, either party may submit the dispute to binding arbitration administered by a mutually agreed-upon arbitration organization, subject to the arbitration organization’s rules and procedures. Any arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof.
6.17. Confidentiality: Both parties agree to keep confidential any non-public information disclosed by the other party in connection with these Terms, the Services, or the Client’s use of the Services. Confidential information may include, but is not limited to, trade secrets, proprietary information, business plans, financial information, and client or customer data. Confidential information shall not include information that (a) is or becomes publicly available other than through a breach of these Terms; (b) is already known to the receiving party without restriction on use or disclosure; or (c) is independently developed by the receiving party without reference to the disclosing party’s confidential information. The parties shall take reasonable precautions to protect each other’s confidential information and shall use such information only for the purpose of performing their respective obligations under these Terms.
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