Terms and Conditions
This document contains the full Terms and Conditions of the Partner Program
that any reseller must agree to and comply with.
1 General
1.1 Introduction
1.1.1
This agreement sets out the terms and conditions under which companies that resell ZyXEL products and service qualify as partner in ZyXEL’s Partner Program. The partner must give an assurance that all ZyXEL products and services sold by them will only be sold to business end users and/or consumers in the territory where the partner is registered as a company and are not for resale in any other territory.
1.2 Purpose
1.2.1
ZyXEL’s Partner Program is directed towards Value Added Resellers, i.e. resellers that add service and advice on top of product sales and thereby add value for the end customer.
1.2.2
Resellers that have its main business run via telesales, catalogue sales or sales over the Internet (e-tailer) will not be eligible for ZyXEL’s Partner Program and the subsequent benefits. Likewise businesses that only provide financing options or sales over auction websites on the Internet cannot join ZyXEL’s Partner Program.
1.3 Term and Termination
1.3.1
This agreement will be effective from the date the application is approved by ZyXEL or as stated in the approval letter or e-mail from ZyXEL.
1.3.2
It is ZyXEL’s sole decision if a reseller is accepted into the Partner Program
1.3.3
Either party may terminate this Agreement upon 30 days written notice to each other.
1.3.4
The agreement may be terminated if the other party is in breach of its obligations as documented elsewhere in the agreement and fails to cure such breach within 30 days written notice.
1.3.5
This agreement is terminated if either party becomes insolvent of files or has filed against it a petition under bankruptcy or insolvency law which remains undismissed after 90 days.
1.3.6
Any partner that is deemed either abusive, or acts in discord with ZyXEL will be terminated from the programme with immediate effect.
1.4 Changes
1.4.1
Partners are required to notify any change of status, address or contact details (including e-mail). Failure to do so may result in termination of this agreement.
1.4.2
Partners are also advised that ZyXEL Communications may change the terms and conditions of this agreement with a notification longer than or equal to the termination period, see article 1.3.3. Partners will be advised by e-mail or letter about the changes.
1.5 Confidentiality
1.5.1
Acceptance of these Terms and Conditions also applies acceptance of the Non Disclosure Agreement as outlined in article 1.5.2, 1.5.3 and 1.5.4
1.5.2
Neither party shall disclose, advertise or publish the terms and conditions of this partner agreement without the prior written consent of the other party.
1.5.3
To improve channel communications, ZyXEL reserves the right to pass across company information to third-party distributors. If partners do not wish this to happen they are advised to notify their Account Manager.
1.5.4
Reseller contact details are also passed across to a third party to allow access to the Partner Portal. This data is handled in lines with the privacy and protection laws for data transmission.
1.5.5
Every partner contact will receive an individual Partner Portal log-in. This log-in must be treated as confidential and it should not be shared or abused.
1.6 Other
1.6.1
Severability clause: Should one or more provisions of this contract become invalid; the validity of the remaining provisions of this contract and its attachments will remain unaffected.
1.6.2
The parties furthermore agree that the contract shall be governed by law in the territory where the local ZyXEL sales office is registered as a company
2 Partner assessment
2.1.1
ZyXEL confirms that upon approval along with the reseller’s agreement to these terms and conditions the reseller can participate in the ZyXEL Partner Program and will be assigned a Partner status by ZyXEL.
2.1.2
The status awarded to Partners is only valid from January 1st to December 31st in the year awarded. Every year in January each Partner is assessed against the requirements of the Program with the purpose of either maintaining the existing Partner level or granting a higher/lower Partner level in accordance with the requirements for each level as stipulated on the Partner Program website www.zyxel.com/europe/partner unless otherwise agreed upon between ZyXEL and the Partner.
2.1.3
Partners will be notified in writing of any changes to their Partner status. Partners can request this information at any time by contacting the local ZyXEL sales office.
2.1.4
Partners are advised that the terms and conditions of this agreement will automatically carry across.
2.1.5
All partners are entitled to use the relevant partner logo and the ZyXEL Company Logo for the period of one year but only for the term of this agreement.
3 Benefits
3.1 Discount
3.1.1
Discount is offered to Premium Solution Partners, Solution Partners and Authorised Partners with respectively 12%, 6% and 3% of the ZyXEL Recommended Reseller Price for the products eligible for discount. The Recommended Reseller Price will at all times appear from the valid ZyXEL price list which can be obtained by contacting the local ZyXEL sales office.
3.1.2
Only SMB products are eligible for discount and the exact selection of products will at all times appear from the valid ZyXEL price list which can be obtained by contacting the local ZyXEL sales office. ZyXEL reserve the right to exclude products if they are considered unsuited for Product Discount.
3.1.3
The discount is either applied upfront, i.e. deducted from the price of the Distributor, or as kick-back with pay-out directly from ZyXEL every quarter, i.e. in April (for Q1), July (for Q2), October (for Q3) and January (for Q4) based on the previous quarter’s results. Specific terms and conditions can be obtained by contacting the local ZyXEL sales office.
3.1.4
Only one ZyXEL discount can be used at any one time and discounts cannot be used in conjunction with special bids.
3.2 Free Technical Training Vouchers
3.2.1
Free technical training vouchers are issued for the ZCNE (ZyXEL Certified Network Engineer) level 2 training to Premium Solution Partners (2 vouchers per year) and Solution Partners (1 voucher per year)
3.2.2
A technical training voucher must be used within the year it was issued and any unused voucher is lost after December 31st. As part of the yearly Partner assessment that takes place in January, see article 2.1.2, new vouchers are issued to partners eligible for free technical training vouchers.
3.2.3
The training vouchers are not to be passed to another company than the one it was issued to. If this rule is violated ZyXEL reserve the right to charge the company the full course fee and will view this as a breach of this contract.
3.3 Demo Product Discount (Not For Resale)
3.3.1
Partners are eligible for purchasing Demo Products (Not For Resale) with a 30% discount of the Recommended Reseller Price, see article 3.1.1
3.3.2
Demo Product purchase is limited to 1 product per partner and only among the marked SMB products in the valid ZyXEL price list, see article 3.1.2. ZyXEL reserve the right to exclude products if they are considered unsuited for Demo Product Discount.
3.3.3
The Not For Resale claim is effective in 6 months from the date of purchase. After this period the partner is permitted to sell the product on normal sales terms.
4 Requirements
4.1 Training
4.1.1
To achieve and maintain the Solution Partner level at least one person from the partner must have the ZCNE accreditation and to achieve and maintain the Premium Solution Partner level at least two persons from the partner must have the ZCNE accreditation unless otherwise agreed upon between ZyXEL and the partner.
4.1.2
To achieve and maintain the Solution Partner level at least one person from the partner must have attended ZyXEL’s sales training during the last 12 months and to achieve and maintain the Premium Solution Partner level at least two persons from the partner must have attended ZyXEL’s sales training during the last 12 months unless otherwise agreed upon between ZyXEL and the partner.
4.1.3
Dates and costs for attending training courses are available on the ZyXEL website.
4.2 Sales Revenue
4.2.1
To achieve and maintain the Solution Partner level any partner must meet the revenue requirements as stipulated on the Partner Program website <INSERT LINK> unless otherwise agreed upon between ZyXEL and the Partner.
4.2.2
Sales revenue measurement will be based on distributor sales out reports. In case the required distributor sales out reports cannot be obtained or do not contain the information required for the calculation an estimation of the sales revenue is conducted by ZyXEL instead.
4.2.3
To join ZyXEL’s Partner Program and maintain continuous participation at least 30% of the resellers revenue must come from selling services and advice to end customers in accordance with the purpose and requirements of the program, also see article 1.2.
4.3 Profiling
4.3.1
To join ZyXEL’s Partner Program and maintain continuous participation the reseller must update all mandatory fields in their profile in the ZyXEL Partner Portal at least once a year.