GOOGLE ENTERPRISE SUPPLY TERMS & STANDARD CONDITIONS
These Google Enterprise Supply Terms (“GEST”) are entered into by Google Ireland Limited, whose
principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) represented by his
Google Enterprise partner, Sword SA, 37 rue de Lyon, F-75012 Paris, and the customer whose details
are set out below (”Customer”).
Customer Name:
Customer’s registered
place of business:
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office/principal
DEFINITIONS
“Additional Fees” means any fees payable by Customer to Google in relation to any licence upgrades
and/or TSS level upgrades.
“Agreement” has the meaning in clause 2.2.
“Appliance” means the Google product currently known as Google Search Appliance, which consists of
Hardware and Software, as specified on the applicable Order Form.
“Brand Features” means each party’s trade names, trademarks, logos and other distinctive brand
features.
“Confidential Information” means information disclosed by, or on behalf of, one party to the other party
under any Agreement that is marked as confidential or, from its nature, content or the circumstances in
which it is disclosed, might reasonably be supposed to be confidential. It does not include information
that the recipient already knew, that becomes public through no fault of the recipient, that was
independently developed by the recipient or that was lawfully given to the recipient by a third party.
“Document” means any data or set of data which is interpreted and treated by the Software as a single
document.
“Documentation” means Google’s proprietary documentation and/or other materials relating to the use
and operation of the Appliance generally made available by Google to its customers.
“Export Control Laws” means all applicable export and re-export control laws and regulations,
including: (a) the Export Administration Regulations maintained by the U.S. Department of Commerce; (b)
trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control;
and (c) the International Traffic in Arms Regulations maintained by the Department of State.
“Fees” means the fees stated in the Order Form and any Additional Fees together, in each case, with all
applicable taxes.
“GEST Effective Date” means the date on which the last party signs below.
“Group Company” means in relation to each party: (a) any parent company of that party; and (b) any
corporate body of which that party directly or indirectly has control or which is directly or indirectly
controlled by the same person or group of persons as that party.
“Hardware” means the hardware forming part of the Appliance.
“Intellectual Property Rights” means all copyright, moral rights, patent rights, trade 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.
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Google Search Appliance Supply Terms & Standard Conditions
“IP Claim” means a claim made by a third party that the Appliance, when used in accordance with all the
Documentation that accompanies it and the Agreement, infringes any copyright, trade secret, trade mark
or patent right of a third party.
“Licence Term” means the licence period specified in the Order Form which shall commence on delivery
of the Appliance to Customer in accordance with clause 6.
“Licensed Use” means:
(a) creating an index of Documents (“Index”), provided always that:
i) the number of Documents in the Index does not exceed the maximum number of
Documents specified in the Order Form;
ii) the Documents included in the Index are located on servers which are owned and/or
operated by Customer, or on Customer’s behalf; and
iii) the Documents included in that Index consist only of content that is owned by
Customer or licensed to Customer; and
(b) searching and accessing that Index and allowing any Customer Group Company or Customer’s
authorised end-users to do the same.
“Order Form” means a fully executed Google Enterprise Supply Terms order form signed by the Google
Enterprise partner Sword which incorporates these GEST.
“Order Form Effective Date” means the date on which the last party signs the applicable Order Form.
“Restricted Use Appliance” means an Appliance which is identified on the Order Form as a hot back up
or development Appliance.
“Software” means the software forming part of the Appliance.
“TSS” means technical support for the Appliance at the level specified in the applicable Order Form,
provided in accordance with the TSS Guidelines.
“TSS Guidelines” means Google’s Technical Support Services Guidelines applicable to the Appliance
(as updated by Google from time to time), which may be accessed at the following URL:
https://support.google.com/enterprise/terms (or such other URL as Google may provide from time to time).
1.1
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The words “include” and “including” will not limit the generality of any words preceding them.
ORDER FORMS
2.1
If any Order Form conflicts with the provisions of these GEST then the provisions of that Order
Form will take precedence in relation to the products and services to be supplied under that Order
Form. In the event of conflicting Order Forms, any subsequent Order Form shall take precedence
over any prior conflicting Order Form.
2.2
Each agreed Order Form will form a separate agreement (an "Agreement") between Customer and
Google on the terms contained in the Order Form and in these GEST. Each Agreement will be
separately terminable by either party in accordance with clause 8.
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LICENCE GRANT
3.1
Google grants to Customer a non-sub licensable, worldwide, non-transferable (other than as
permitted by clause 14.5), non-exclusive, limited licence during the Licence Term to use the
Software and the Documentation solely for the Licensed Use.
3.2
Google may deliver the Appliance with a temporary licence key and, in such cases, Google will only
issue a permanent licence key upon receipt of all outstanding amounts due from Customer. The
licence key will expire at the end of the Licence Term and the Appliance will no longer work.
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Google Search Appliance Supply Terms & Standard Conditions
3.3
Customer shall be responsible for the acts and/or omissions of any Customer Group Company or
authorised end users who use the Appliance as if such acts and/or omissions were Customer’s
own.
3.4
Customer may only use any third party component embedded, included or otherwise provided for
use with the Appliance in conjunction with the Appliance and such use shall be subject to all the
terms and conditions of the Agreement. Notwithstanding the foregoing, to the extent that the
Software includes components that are governed by open source licences including provisions
prohibiting their distribution under the Agreement, those components are instead governed solely
by the respective licences. To the extent the Software include some components covered by open
source licences requiring the provision of corresponding source code for those components,
Google hereby offers the provision of such source code consistent with such licences.
3.5
Customer shall not, and shall not allow others to:
(a)
adapt, alter, modify, decompile, translate, disassemble, or reverse engineer the Appliance
or any component thereof, including without limitation, the source code and any other
underlying ideas or algorithms of the Software (except to the extent applicable laws
specifically prohibit such restriction);
(b)
alter the number of Documents which Customer is authorised to index using the Appliance;
(c)
create licence keys that enable the Software;
(d)
copy and/or install the Software on any hardware other than the Hardware except as
provided in clause 7.2;
(e)
sublicense, loan, sell, lease or use for timesharing or service bureau purposes the
Appliance or any component thereof;
(f)
remove or alter any Google Brand Features or other proprietary notices on the Appliance
and/or the Documentation; and/or
(g)
use the Appliance for high risk activities, including without limitation, operation of nuclear
facilities, air traffic control, life support systems or in any environment where the failure of
the Appliance could lead to death, personal injury or environmental damage.
3.6
Each party’s performance under each Agreement will comply with the Export Control Laws.
Customer understands that the Appliances are subject to U.S. Export Control Laws. Customer will
not (directly or indirectly) without obtaining prior authorisation required by applicable Export Control
Laws: (a) sell, export, re-export, transfer, divert, disclose technical data, or dispose of, any
Appliance to any prohibited person, entity, or destination including Cuba, Iran, North Korea, Sudan
and Syria; or (b) use any Appliance for any use prohibited by the laws or regulations of the United
States.
3.7
Breach of clause 3.6 in relation to an Agreement will constitute a material breach of that Agreement
which is not capable of remedy.
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Google Search Appliance Supply Terms & Standard Conditions
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4.1
4.2
5
RESTRICTED USE APPLIANCE
Subject to clause 4.2, in the event that Google supplies Customer with a Restricted Use
Appliance, Customer will only use the Restricted Use Appliance:
(a)
as a ‘hot’ back-up in the event another Appliance (which is not a Restricted Use Appliance)
supplied by Google to Customer under an Agreement (the “Primary System”) is disabled
due to a critical hardware or software failure of the Primary System; and/or
(b)
as a ‘hot’ back-up in a load balance situation where a Primary System and the Restricted
Use Appliance are used by Customer simultaneously for the Licensed Use; and/or
(c)
as a platform and test environment to assist in Customer’s efforts in designing, developing
and testing applications for use with Google Enterprise products; and/or
(d)
to index the same material which may be indexed by the Primary System.
Except as permitted in clause 4.1 above, Customer may not:
(a)
use the Restricted Use Appliance for any commercial or production use; or
(b)
conduct any searches nor serve any results using the Restricted Use Appliance while the
Primary System is operational, with the exception of incidental searches conducted by
Customer for testing purposes only. In the event of a Primary System critical failure,
Customer may use the Restricted Use Appliance to create an index of and search for
content located solely on servers that were previously authorised to be indexed by the
Primary System and upon restoration of the Primary System following a failure, Customer
will cease all further searching by the Back-up Software, unless a subsequent critical
failure(s) of the Primary System occurs in which case this clause will come back into effect
for the period of such subsequent critical failure(s).
OWNERSHIP
5.1
Except to the extent expressly stated otherwise in any Agreement, neither party shall acquire any
right, title or interest in any Intellectual Property Rights belonging to the other party, or the other
party’s licensors.
5.2
Intellectual Property Rights in and to the content accessed through the Appliance are the
property of the applicable content owner and may be protected by applicable laws.
5.3
Customer may display with the search box (or other means used by an end user to enter a
search query) and/or results pages an unaltered graphic in the form provided by Google for the
purpose of identifying that the search function is provided by Google and may link to the Google
site located at: www.google.com (or such other URL as may be updated by Google). Such
graphic may be accessed at: www.google.com/stickers.html (or such other URL as may be
updated by Google) and all use of such graphic shall be subject to Google’s then current Brand
Feature guidelines and policies in effect.
5.4
Subject to clause 5.5 below, neither party shall use any Brand Features of the other party in any
news release, public announcement, advertisement, or other form of publicity without securing
the prior written consent of the other party. All goodwill arising from the use by Google of
Customer’s Brand Features shall belong to Customer, All goodwill arising from the use by
Customer of Google’s Brand Features shall belong to Google.
5.5
Neither party will issue any press release regarding any Agreement without the other party’s prior
written approval.
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6.1
DELIVERY
Google will deliver the Appliance to Customer by the shipping method and to the delivery
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Google Search Appliance Supply Terms & Standard Conditions
address indicated on the Order Form. Title to the Hardware will pass to Customer when Google
has received all amounts due from Customer in respect of that Appliance. The risk of loss or
damage to the Appliance will pass to Customer upon its receipt of the Appliance.
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TECHNICAL SUPPORT SERVICES
7.1
Subject to Customer’s payment of the Fees, Google shall provide to Customer TSS for the
Licence Term. Unless otherwise agreed by Google in writing, to receive TSS Customer must
provide Google with all reasonably required access to the Appliance in accordance with the TSS
Guidelines. If Customer fails to provide such access, Google will not be required to provide TSS
to Customer and will have no liability for problems with the Appliance, to the extent that they
would have been dealt with as part of the TSS, had Customer provided such access. Google
may revise the TSS Guidelines from time to time, but not if the changes have a materially
adverse effect on the level of support provided to Customer by Google.
7.2
TSS includes Updates (as that term is defined under the TSS Guidelines). Customer’s use of
Updates is subject to the same terms applicable to the Appliance as stated under the relevant
Agreement. Customer shall install Updates in accordance with the TSS Guidelines. Customer
may make a copy of an Update to a physical medium solely for the purpose of facilitating the
installation of such Update onto the Appliance. Customer shall immediately erase or destroy
such copy once the applicable Update is installed on the Appliance.
7.3
TSS includes repair or replacement of Hardware that is defective or damaged (beyond normal
wear and tear during shipment) at the time of Customer’s receipt (as determined in Google’s sole
discretion), provided that: (i) Customer promptly complies with all procedures stated in the
applicable TSS Guidelines; and (ii) such defect or damage to the Hardware was not caused by
Customer’s abuse, misuse, accident, alteration, or unauthorized modification or installation (or
such acts or omissions carried out by its personnel). To the maximum extent permitted by law,
this clause 7.3 sets out Google’s entire liability and Customer’s sole and exclusive remedy for
defective or damaged Hardware.
7.4
If Google replaces Hardware as part of the TSS Customer must return replaced items to Google
in accordance with Google’s instructions. Failure to do so is a material breach of the Agreement.
7.5
Unless otherwise agreed in writing, Google will only provide TSS in relation to the Appliance
while it is in use at the delivery address stated on the Order Form. Customer shall not move the
Appliance from the delivery address stated on the Order Form without Google’s prior written
consent (such consent not to be unreasonably withheld or delayed).
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TERM AND TERMINATION
8.1
These GEST shall commence on the GEST Effective Date and remain in force until they
terminate or expire in accordance with their terms. Each Agreement shall commence on the
relevant Order Form Effective Date and remain in force until the end of the Licence Term.
8.2
Either party may suspend performance and/or terminate any Agreement with immediate effect:
(a)
if the other party is in material breach of that Agreement where the breach is incapable of
remedy;
(b)
if the other party is in material breach of that Agreement where the breach is capable of
remedy and fails to remedy that breach within thirty days after receiving written notice of
such breach;
(c)
the other party enters into an arrangement or composition with or for the benefit of its
creditors, goes into administration, receivership or administrative receivership, is declared
bankrupt or insolvent or is dissolved or otherwise ceases to carry on business; and/or
(d)
an event analogous to clause 8.2(c) happens to the other party in any jurisdiction in which it
is incorporated or resident or in which it carries on business or has assets.
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Google Search Appliance Supply Terms & Standard Conditions
8.3
Either party may immediately terminate an Agreement, in whole or in part, if the other party is in
breach of clause 9 (Confidential Information) of the GEST in relation to that Agreement.
8.4
Upon termination or expiry of each Agreement: (a) all licences and any other rights and services
provided by Google under that Agreement will cease immediately; and (b) except as expressly
stated otherwise in that Agreement, Customer may either return the Appliance to Google via
Google’s authorised return shipment process, or keep possession of the Hardware, provided that
Customer erases all Software in compliance with the process as instructed by Google, and
provides written certification that Customer has properly completed such process within ten
business days of such termination or expiry.
8.5
If an Agreement is terminated for failure by Customer to pay the applicable Fees (excluding any
Additional Fees) in respect of one or more Appliances, Customer must immediately return such
Appliances and all relevant Documentation provided under that terminated Agreement to Google
via Google’s authorised return shipment process for receipt by Google.
8.6
If an Agreement is terminated in accordance with clauses 11.3 or 13.2, Customer must
immediately return the Appliance and all Documentation provided under that Agreement to
Google via Google’s authorised return shipment process for receipt by Google, and title in the
Hardware shall revert to Google on reimbursement by Google of any Fees paid by Customer in
accordance with clauses 11.3 or 13.2.
8.7
The termination or expiration of an individual Agreement shall not have the effect of terminating
any other Agreement or these GEST unless expressly agreed to by the parties in writing, or
termination of the GEST has been affected in accordance with these GEST.
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CONFIDENTIAL INFORMATION
9.1
The recipient of any Confidential Information will not disclose that Confidential Information,
except to Group Companies, employees and/or professional advisors 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 recipient will ensure that those people and entities will use such Confidential
Information only to exercise rights and fulfil obligations under this Agreement, while using
reasonable care to protect it. The recipient may also disclose Confidential Information when
required by law after giving reasonable notice to the discloser, such notice to be sufficient to give
the discloser the opportunity to seek confidential treatment, a protective order or similar remedies
or relief prior to disclosure.
9.2
In the event that Customer’s Confidential Information is left, whether inadvertently or
intentionally, in any Appliance that is returned by Customer to Google in accordance with any
Agreement, Google shall have no liability whatsoever for such Confidential Information. If the
Appliance is returned to Google, Customer will use reasonable endeavours to remove such
Confidential Information before the Appliance is returned to Google.
9.3
Customer shall not review either the object code or the source code of the Software, which
remains a confidential trade secret of Google and/or its licensors, for any reason at any time.
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PAYMENT
10.1
Sword may invoice Customer for the Fees on or after the applicable Order Form Effective Date.
10.2
Customer will make all payments in the currency and in accordance with the payment terms set
out in the applicable Order Form. Except as expressly stated otherwise in any Agreement, all
amounts are non-refundable. Customer will make all payments by electronic transfer in
accordance with the instructions set out in the invoice.
10.3
In accordance with the Google terms for the Appliance, Sword payment terms are 30 days after
invoice date.
10.4
Customer shall pay the Fees to Sword free and clear of, and without any deduction for, any and
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Google Search Appliance Supply Terms & Standard Conditions
all taxes. Customer shall pay any taxes, including sales, use, personal property, value-added,
excise, customs fees, import duties or stamp duties or other taxes and duties imposed by
governmental agencies of whatever kind and imposed with respect to all transactions under the
Agreement, including penalties and interest, but specifically excluding taxes based upon Sword's
net income. When Sword has the legal obligation to collect such taxes, the appropriate amount
shall be invoiced to and paid by Customer upon receipt of invoice or other notification, unless
Customer provides Sword with a valid tax exemption certificate authorised by the appropriate
taxing authority. Customer will provide to Sword original or certified copies of all tax payments or
other evidence of payment of taxes by Customer with respect to transactions under any
Agreement.
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11.1
WARRANTIES
Google warrants that the Appliance will for a period of 30 days after the date of its delivery to
Customer:
(a)
be free from any material defect which has an adverse effect on its licensed use; and
(b)
operate in all material respects in accordance with the Documentation.
11.2
Google warrants that services provided Google will be provided with reasonable care and skill.
11.3
If any of the warranties in clause 11.1 or 11.2 is breached, Customer must: (a) tell Google as
soon as possible; and (b) give Google a reasonable time to: (i) fix the problem; and (ii) if
necessary, supply Customer with a corrected version of the Software or a new Appliance (at
Google’s sole discretion); or (iii) re-perform any relevant services at no additional charge to
Customer. In such circumstances, Google may, if it wishes, elect to take back the Appliance and
the Documentation and to refund to Customer all of the Fees which Customer has paid to Google
under the Agreement in relation to that Appliance, less depreciation for use assuming straight
line depreciation over the Licence Term (in which case the Agreement will automatically
terminate). Customer agrees that this clause 11.3 sets out Customer’s only remedy in relation to
breach of the warranties concerned and Google will not have any other liability in relation to
them.
11.4
No conditions, warranties or other terms apply to the Appliance, Documentation, TSS or anything
else supplied by Google under any Agreement unless expressly set out in that Agreement.
Subject to clause 12.1, no implied conditions, warranties or other terms apply (including any
implied terms as to satisfactory quality, fitness for purpose or conformance with description).
Customer is responsible for deciding whether or not the Appliance is suitable for Customer's
purposes and Google will not be responsible for this.
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12.1
LIMITATION OF LIABILITY
Nothing in any Agreement will exclude or limit either party’s liability for:
(a)
death or personal injury resulting from the negligence of either party or their agents or
employees;
(b)
fraud or fraudulent misrepresentation;
(c)
breach of any implied condition as to title or quiet enjoyment; or
(d)
misuse of confidential information.
12.2
Save to the extent otherwise set out in any Agreement, nothing in any Agreement will exclude or
limit either party’s liability under clause 13 (Indemnities), liability for infringement of the other
party’s Intellectual Property Rights, the Customer’s liability to pay the Fees or the Customer’s
liability for breach of the licence terms in clause 3.
12.3
Subject to clauses 12.1 and 12.2, neither party shall be liable under any Agreement (whether in
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Google Search Appliance Supply Terms & Standard Conditions
contract, tort or otherwise) for any special, indirect or consequential losses (whether or not such
losses were within the contemplation of the parties as at the GEST Effective Date or Order Form
Effective Date.
12.4
Subject to clauses 12.1, 12.2 and 12.3, each party’s total liability in relation to all events or series
of connected events occurring in any calendar year arising from or in connection with each
Agreement (whether in contract, tort or otherwise) will be limited to: (a) the amount of Fees paid
or payable by the Customer under that Agreement for the year concerned; or (b) €125,000,
whichever is greater.
12.5
Google will not have any obligations or liability in contract, tort or otherwise caused by:
(a)
use of the Appliance other than in accordance with the Documentation or as otherwise
notified to Customer by Google;
(b)
any alterations to the Appliance made by anyone other than Google or someone authorised
by Google;
(c)
any problem with any other hardware or software or computer systems being used with or
connected to the Appliance;
(d)
any third party software forming part of the Appliance;
(e)
any abnormal or incorrect installation or operating conditions; and/or
(f)
any unauthorised use by Customer, any Customer Group Company or any end user.
12.6
Google is not responsible or liable for any content, information or data crawled, searched and/or
made accessible through use of the Appliance.
12.7
Neither party is responsible for breaching any Agreement to the extent that such breach if
caused by a breach of the other party.
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INDEMNITIES
13.1
Subject to remainder of this clause 13 and provided Customer complies with clause 13.5, Google
will indemnify Customer against all loss, liabilities, damages, expenses and costs relating to or
arising from any and all IP Claims.
13.2
Following notice of an IP Claim or any facts which may give rise to such IP Claim, Google may,
in its sole discretion and at its option:
(a)
procure for Customer the right to continue to use the Appliance;
(b)
replace the Appliance; or
(c)
modify the Appliance to avoid the alleged infringement.
If Google determines that it is not commercially reasonable to perform any of these alternatives,
Google shall have the option to terminate all Agreements in respect of the allegedly infringing
Appliance and refund the Fees actually paid by Customer to the date the IP claim occurs for such
allegedly infringing Appliance, less depreciation for use assuming straight line depreciation over
the Licence Term.
13.3
Google will not have any obligations or liability in relation to any IP Claim arising from:
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Google Search Appliance Supply Terms & Standard Conditions
13.4
13.5
(a)
any of the things listed in clauses 12.5(a) to 12.5(f) (inclusive);
(b)
Customer’s continuation of allegedly infringing activity after being notified of it or after being
provided modifications that would have avoided the alleged infringement; and/or
(c)
use of a release of the Appliance that is not Google’s most current release of the Appliance
if the claim or action would have been avoided by use of the most current release or
revision.
Provided Google complies with clause 13.5, Customer will indemnify Google from and against all
loss, liabilities, damages, claims, expenses and costs relating to or arising from any:
(a)
conduct by Customer referred to in clauses 12.5(a) to (f) (inclusive) or 13.3; and/or
(b)
infringement by Customer of Google’s Intellectual Property Rights;
If a party receives a claim referred to in clause 13.1 or 13.4 that party will:
(a)
promptly notify the indemnifying party in writing of any such claim;
(b)
give the indemnifying party sole control and authority to direct the investigation,
preparation, defence and settlement of the claim; and
(c)
assist and fully cooperate in the defence of same.
The party who has received the claim may appoint its own supervising counsel of its choice at its
own expense.
13.6
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This clause 13 states: (a) Google's entire liability and Customer’s sole and exclusive remedy
available from Google for Intellectual Property Rights infringement; and (b) Customer’s entire
liability and Google’s sole and exclusive remedy available from Customer in respect of the things
referred to in clause 13.3.
MISCELLANEOUS
14.1
Subject to clause 12.1(b), these GEST and each Order Form set out all terms agreed between
the parties in relation to their subject matter and supersedes all previous contracts or
arrangements of any kind between the parties relating to the same. In entering into these GEST
and each Order Form neither party has relied on any statement, representation or warranty not
expressly set out in these GEST or any Order Form.
14.2
All notices of termination or breach must be in English, in writing, addressed to the other party’s
Legal Department and sent to Company’s address set out at the head of these GEST or to legalnotices@google.com (as applicable) or such other address as either party has notified the other
in accordance with this clause. All notices shall be deemed to have been given on receipt as
verified by written or automated receipt or electronic log (as applicable).
14.3
All other notices must be in English, in writing, addressed to the other party’s primary contact and
sent to their then current postal address or email address.
14.4
Either party may sub-contract its obligations under any Agreement, in whole or in part, without
the prior written consent of the other, provided that the sub-contracting party remains fully liable
for all such sub-contracted obligations and accepts full liability as between the parties for the
actions and/or inactions of its sub-contractors as if such actions and/or inactions were its own.
14.5
Neither party may assign any of its rights or obligations under any Agreement without the prior
written consent of the other, except for an assignment to any Group Company where the
assignee has agreed in writing to be bound by the terms of that Agreement and the assignor has
notified the other party of such assignment.
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Google Search Appliance Supply Terms & Standard Conditions
14.6
In the event that Customer assigns the licence granted to it under clause 3 in an Agreement in
accordance with clause 14.5, unless otherwise agreed by Google in writing: (a) such assignment
must also occur with the transfer of the Hardware of which that Software is installed; and (b)
Google is no longer required to provide any TSS in relation to the Appliance supplied under the
relevant Agreement.
14.7
Except as expressly stated otherwise, nothing in any Agreement shall create or confer any rights
or other benefits in favour of any person other than the parties to that Agreement.
14.8
Except as expressly stated otherwise, nothing in any Agreement shall create an agency,
partnership or joint venture of any kind between the parties.
14.9
Neither party shall be liable for failure to perform or delay in performing any obligation under any
Agreement if the failure or delay is caused by any circumstances beyond its reasonable control.
14.10
Failure or delay in exercising any right of remedy under these GEST and/or any Agreement shall
not constitute a waiver of such (or any other) right of remedy.
14.11
The invalidity, illegality or unenforceability of any term (or part of a term) of the Agreement shall
not affect the continuation in force of the remainder of the term (if any) and the Agreement.
14.12
These GEST and each Order Form is governed by English law and the parties submit to the
exclusive jurisdiction of the English courts in relation to any dispute (contractual or noncontractual) concerning this GEST and/or any Order Form save that either party may apply to
any court for an injunction or other relief to protect its Intellectual Property Rights. If this GEST or
any Order Form is translated into any other language, if there is conflict the English text will take
precedence.
Signed by the parties on the dates shown below.
SWORD SA
CUSTOMER
By:
By:
_______________________________
_______________________________
Print name:___________________________
Print name: _________________________
Title: _______________________________
Title: ______________________________
Date: _____________________________
Date: ______________________________
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Google Search Appliance Supply Terms & Standard Conditions