These General Terms and Conditions - ("GTC") apply to the granting of a license to use the Google Cloud Services provided by Google Ireland Ltd (“Google) and as designated in an offer or through the billing account provided by
[SKYHAUS GmbH, trading as "ML6", Rheinsberger Str. 76/77, 10115 Berlin, Germany. Registration number DE 321639240].
[SKYHAUS BV, trading as "ML6", Espl. Oscar van de Voorde 1, 9000 Ghent, Belgium. Registration number BE0502.515.626].
[SKYHAUS BV, trading as "ML6", Weteringschans 165 C, 1017 XD Amsterdam, KVK: 73729574].
[Skyhaus LTD, trading as "ML6", 123 Buckingham Palace Road, SW1W 9SH London, United Kingdom. Registration number 329203812].
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Google Cloud Services attached to the billing account provided by ML6.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization being the customer.
1. Subject of the contract
1.1 ML6 offers licenses for Google Cloud Services as a reseller. In this respect ML6 passes on the Google specifications to the customer unchanged with regard to the technical and operational specifications in accordance with the following section 1.2.
1.2 Google Cloud Services: ML6 offers Google Cloud Services to the customer. The Terms of Service provided by Google apply, which can be found on the Internet at https://cloud.google.com/terms/. These terms may change without prior notice to ML6 or the customer. The customer therefore should check these terms constantly.
1.3 ML6 is not responsible for providing advice on legal, regulatory, tax or accounting matters. The utilisation of the data generated by the software is the sole responsibility of the customer.
1.4 ML6 disclaims all liability for consequences arising from the use or reliance on Google Cloud Services.
2.1 The remuneration for the services is stated in the respective offer.
2.2 Unless otherwise agreed, ML6 shall charge all reasonable costs and expenses, including travel time, travel expenses and accommodation, in addition to the remuneration described in section 2.1.
2.3 Unless otherwise agreed, the remuneration shall be calculated on a monthly basis after performance of the service.
2.4 The remuneration is net, plus the applicable value added tax.
2.5 Invoices are due for payment within 30 days after invoice date.
2.6 The customer undertakes to provide either of the following payment securities in case an agreement (“Product Schedule Addendum”) will be concluded for a certain minimum term (“Commitment Period”). ML6 may request the type and amount of security in the offer.
(i) The customer will make an advance payment of a deposit. The amount of the deposit will be stated in the Product Schedule Addendum. The deposit will be paid back to the customer after the end of the Agreement minus contractually owed amounts which are still unpaid by the customer; or
(ii) The customer will provide an original bank guarantee for the payments due during the entire term of the agreement issued by a reputable major bank based in the EEC.
3. Warranty rights
3.1 ML6 warrants that ML6 will provide services at least in accordance with the standards customary in the market for such services.
3.2 The services are provided in accordance with the Google Terms of Service (section 1.2).
3.3 ML6 does not guarantee that the services serve a specific purpose or enable the client to achieve specific results.
4. Liability; Insurance
4.1 The liability of both parties for injury to life, body or health of employees of the respective other party as well as for damages caused by intentional or grossly negligent conduct is unlimited.
4.2 For damages not caused by intent or gross negligence, the liability of both parties is limited to the typically foreseeable damage.
4.3 The typically foreseeable damage is limited to the annual compensation under this contract.
4.4 Neither party shall be liable for indirect or consequential damages.
4.5 Customer is aware that the Google Cloud Platform is provided by Google Ireland Limited and according to US Federal laws this may result in a requirement of Google Ireland Limited to transfer data under certain circumstances to US authorities according to the applicable laws applicable at the respective time. The customer relieves ML6 from any duties, obligations and liabilities in this respect.
5. No exclusivity
The service is provided by ML6 on a non-exclusive basis. In particular, ML6 is permitted to provide the same or similar services for competitors of the client.
6. Confidentiality; Data Security
6.1 Neither of the contracting parties is entitled to transfer confidential information of the other contracting party to third parties without written consent. Both contracting parties undertake to use confidential information only as provided in this agreement. This also includes information on the conditions of this agreement.
6.2 Restrictions may apply in accordance with Sec. 4.5 above.
7.1 This Agreement shall enter into force upon signature by both parties. The Agreement may be terminated by either party in writing, but not before the end of the minimum term as stated in the Offer ("Minimum Term").
7.2 The right of both parties to terminate for good cause remains unaffected.
8. Final Provisions
8.1 Neither party is entitled to transfer the contract to a third party without the prior written consent of the other party.
8.2 All notifications under this agreement must be made in writing and sent by post.
8.3 This agreement is subject to Belgian law.
8.4 All disputes arising in connection with or from this agreement shall be subject to the exclusive jurisdiction of the courts in Berlin.
8.5 If any provision of the agreement is invalid and/or unenforceable, the validity and applicability of the remaining provisions, clauses or applications shall not be affected. The parties shall replace the invalid and/or unenforceable clause by a valid clause which comes closest to the economic sense and purpose of the agreement.
8.6 Any additions or deviations to the agreement shall only be valid in writing. Any change or modification of this written form requirement must also be made in writing.
8.7 The Google Terms of Service are an integral part of the agreement. In the event of any conflict between these GTC and the Google Terms of Service, the Google Terms of Service shall prevail over the GTC.