Zyxel Partner Programme Terms and Conditions

Last Updated: 23/05/2018 16:11:25

1. DEFINITIONS
“Company Participant”
means the company who agrees to the terms set out here – the partner company
"Company Account Champion"
means the company partner representative for whom has authority to select/edit preferred distribution partners and account details
"Eligible Products"
means selected Zyxel products that the participants receive Zyxel tier points for purchasing
"Gold Partner"
means Zyxel Partners who have met specified criteria to be classified as Gold in partner tiering and level
"Silver Partner"
means Zyxel Partners who have met specified criteria to be classified as Silver in partner tiering and level
"Ally Partner"
means Zyxel Partners who purchase but have not yet met specified criteria to be Silver or Gold Partners
"Partners", "You"
means Zyxel Partners
"Promoter", "Zyxel", "We", "Us", "Our"
means Zyxel Europe/Zyxel UK Communications 2 Old Row Court, Rose Street, Wokingham, Berkshire, RG40 1XZ, England
"Territory"
Includes: Belgium, Luxembourg, Netherlands, Denmark, Finland, Norway, Sweden, Ireland, United Kingdom, Czech Republic, Slovakia, Bulgaria, Romania, Poland, Hungary, Spain, Portugal, Andorra, Austria, Germany, Turkey, Armenia, Azerbaijan, Belarus, Georgia, Kyrgyzstan, Kazakhstan, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan and Italy.

2. GENERAL

2.1

This website is provided to you by Zyxel (including its parents, affiliates, subsidiaries, officers, directors, employees, representatives, contractors and agents).

2.2

We reserve the right to modify these Terms and Conditions at any time, and such modification shall be effective immediately upon posting of the modified Terms and Conditions on this website. Accordingly, your continued access or use of this website is deemed to be your acceptance of the modified Terms and Conditions.

2.3

These terms apply to all activity forming part of the Zyxel Partner Programme and Zyxel Partner Portal. Particular promotions and prizes may also be subject to specific terms which will be notified to Participants from time to time.

3. ACCEPTABLE USE

3.1

You may only use this website in accordance with these Terms and Conditions and, in any event, for lawful and proper purposes and in compliance with all applicable laws, regulations and codes of practice within the United Kingdom.

3.2

In particular, You agree that You shall not:

  1. use any software, routine or device to interfere or attempt to interfere electronically or manually with the operation or functionality of this website including but not limited to uploading or making available files containing corrupt data or viruses via whatever means;
  2. deface, alter or interfere with the front end 'look and feel' of this website or the software code;
  3. copy, modify, alter, publish, broadcast, distribute, sell, and transfer any material on this website or the underlying software code whether in whole or in part without Our prior permission. However, the contents of this website may be downloaded, printed, copied for Your personal non-commercial use;
  4. take any action that imposes an unreasonable or disproportionately large load on this website or associated infrastructure.
  5. try and access the system if you are unregistered or move from your participating partner company.

4. ELIGIBILITY TO PARTICIPATE

4.1

The Zyxel Partner Programme supports valuable engagement with Partners. Under the Zyxel Partner Programme, Participants have the opportunity to earn Zyxel tier points by purchasing Eligible Products & solutions and benefit from other offered incentives. Tier points are allocated to a partner Company Account.

4.2

The Zyxel Partner Programme is open to those who are the direct and intended recipients of the email invitation, and who have reached the legal age of majority in their state province, territory, or country of residence at the time of registration.

4.3

Participants can also register at www.partner.zyxel.eu and will be approved subject to eligibility.

4.4

To register, You shall provide Us with certain information including Your full name and employee email address, all of which must be accurate, truthful and up-to-date. We shall verify your registration information and issue a password to You.

4.5

Registrations are subject to approval. All registrations are subject to approval by the Promoter, who may give or decline approval to participate in the Zyxel Partner or any promotions running on the Zyxel portal at any time in its absolute discretion. The Participant shall be notified accordingly.

4.6

The Zyxel Partner Programme is available to eligible Zyxel Partners based in the Territory.

4.7

Employees of the Promoter or its advertising and promotion agencies, suppliers, any other companies engaged in the set up and administration of the scheme including the development, production, or distribution of materials for this Zyxel are not eligible to participate in the Zyxel Partner Programme. Eligibility will be determined at the Promoter's sole discretion.

4.8

Note – Verify that You are permitted to participate: Company Participants are responsible for ensuring that they have the prior authorisation of their employer to enter into the Zyxel Partner Programme. Some companies do not allow participation in Programmes of this type. It is your sole responsibility to review and understand your company's policies regarding participation.

4.9

Companies may participate in the Zyxel Partner Programme by registering online at www.partner.zyxel.eu. By submitting the registration form You, as Company Participant warrant that You have the authority to do so and that the Company Participant agrees to these terms. The Promoter or its agency may confirm applications to register by contacting the Company Participants’ if not one of the same, on the Promoter's existing database of contacts by email or otherwise.

4.10

Participants may participate in the Zyxel Partner Programme, but only if they have reached the legal age of majority in their state province, territory, or country of residence at the time of registration.

4.11

Participation in the Zyxel Partner Programme must not compromise Participants’ obligation to give honest advice to customers. Any Participant found to be compromised by participation in the Zyxel Partner Programme shall no longer be eligible to participate and shall not be eligible to receive Rewards under the Programme.

4.12

Zyxel may offer Discounts through the deal registration process, discounts agreed by Zyxel will be using the Recommended Reseller Price. The Recommended Reseller Price can be obtained from the most recent Zyxel price list uploaded to the portal. Only one discount/promotion can be used at one time, deal registration discount cannot be used in conjunction with any other promotion running.

5. TAX AND OTHER LIABILITIES

5.1

In certain countries, the provision of, or receipt of rewards and other incentives under the Zyxel Partner Programme by Participants may trigger tax/social security and or other liabilities on the part of the Company Participant. By submitting a registration form, the Participant confirms that You understand this and agree to declare and pay promptly any such taxes, contributions or payments that it is liable to make from time to time. You are responsible for all federal, state and local taxes (including income and withholding taxes) and You shall pay, or procure that your employer shall pay, any such liabilities arising, it being agreed that We are not your employer in anyway whatsoever and that we permit you to participate in the Zyxel Partner Programme.

5.2

Neither the Promoter nor its agency will be held liable for any such taxes or liabilities and you agree to indemnify and hold harmless the Promoter and its agency against any such tax or social security contributions incurred by Zyxel.

6. DEALS: DEAL REGISTRATION ELIGIBILITY

6.1

You will be asked to provide full customer transaction information for Deal Registration. Deal Registration is named Deals in the partner portal and is housed in the Partner Portal. Deals eligible for claiming against with the Zyxel Partner Programme are those conducted under normal business and commercial conditions.

6.2

If multiple deals in the Deal Registration part of the Zyxel Partner Programme are submitted for the same deal by different Participants. The successful Participant shall be the Participant/s who has been authorised with the Deal by Zyxel and hence protected.

7. INCENTIVES: ELIGIBLE PRODUCTS

7.1

The full lists of Eligible Products and Promotions available for Zyxel Partner Programme Incentives/Tier Points is/are displayed on the partner portal. These are subject to change at the Promoter’s discretion.

7.2

The Promoter may bring new product offerings to market in the future which may or may not be included in this, or any other incentive.

7.3

Any changes will go in effect immediately upon upload to the portal in the Eligible Products price list.

8. SALES REWARDS AND ISSUANCE

8.1

Participating Partners’ eligible Zyxel purchases € (euro) will be rewarded with tier points. Tier points will be issued to partners each quarter from receipt of sales out reports and authorisation of the POS data by the Promoter. Tier points are issued to a Company Account.

8.2

Each purchase shall be either denied by the Promoter or shall be accepted by the Promoter. If accepted, the Promoter shall provide the Zyxel tier points to the Company Account as displayed on the Zyxel Partner Programme.

8.3

All decisions by the Promoter concerning Zyxel tier point’s quantities are final.

8.4

If a purchase cannot be validated after thirty (30) days of submission, the Promoter may contact the Company Account to obtain additional information to be used in verifying the purchase.

8.5

If the Participant does not respond within thirty (30) days of the Promoter's reasonable efforts to contact the Company Participant, the purchase may be rejected, and the transaction will not be eligible for tier points allocation in the Programme.

8.6

The Promoter prohibits Participants from earning tier points for purchases that have been refunded or cancelled prior to the time of the purchase and authorisation of the POS data.

8.7

The Promoter does not accept any responsibility for late or lost tier point due to Internet failure, technical problems or other causes. If any coding error or other cause (apart from deliberate action by the Promoter) leads to there being more Zyxel tier points awarded than stated, Zyxel reserves the right to correct any tiering already awarded and/or to suspend any element(s) of the Zyxel Partner Programme. The Promoter will take all reasonable steps to avoid this situation.

8.8

If the Promoter has any grounds to suspect that a Participant may have cheated or supplied false or incomplete information for any aspect of the Zyxel Partner Programme, the Promoter shall be entitled to suspend any applicable Zyxel tier point allocation pending its investigation.

8.9

The Promoter hereby reserves the right to make deductions from the Company Account in the event of fraud by the Participant or if purchased product/s is returned for whatever reason.

9. ZYXEL TIER POINTS

9.1

For all territories Zyxel tier points and other incentives under the Zyxel Partner Programme, shall, unless the Company and the Promoter agree otherwise, be awarded directly to the Company Account.

9.2

The Promoter reserves the right to modify any limits on Zyxel tier points at its sole discretion and without prior notification.

9.3

Accordingly, no Zyxel tier points may be relied upon until after final notification of acceptance of the relevant purchase.

9.4

Zyxel tier points have no cash value.

9.5

Unused Zyxel tier points may not be redeemed for cash and may be deemed void upon the termination of the Zyxel Partner Programme.

9.6

Zyxel tier points and accounts cannot be sold, traded, bartered, assigned or transferred to or shared with a third party or auctioned through an online auction site or otherwise.

9.7

Zyxel tier points will be allocated based on data provided by the Promoter.

9.8

The Promoter, nor its respective agents will be liable for any uncredited, incorrectly tabulated, lost or misdirected points.

9.9

The Promoter reserves the right to invalidate tier points if it determines, in its sole discretion that such tier points were improperly or incorrectly credited or obtained fraudulently. All allocations are subject to a final audit. The Promoter assumes no liability for discrepancies, omissions, inconsistencies or errors with respect to a Participant's account.

9.10

Subject to the participating Company Account falling below the tier points requirements for any Partner Programme level or the Company Account tier points are below the required level upon December 31st each year, then the Promoter, at its discretion, reserves the right to downgrade the Company Account to a lower tier.

9.11

The Promoter gives no warranty as to the number, type of frequency of promotions. Some promotions may be limited to particular countries, individual partners or types of Participants only.

9.12

Zyxel may, at its discretion, suspend any or all of the Incentive offers provided in the Partner Portal at any time without fault and for any reason.

9.13

Zyxel Tier Points will be valid in the calendar year that they are accrued. The Promoter reserves the right to extend the validity period.

10. TERMINATION

10.1

The Zyxel Partner Programme shall continue until such time as the Promoter terminates or suspends it. The Promoter shall, except where not reasonably practicable, post notice of termination of the Zyxel Partner Programme on the Zyxel portal a minimum of one month prior to termination. The Promoter is not obliged to serve notice on the Company Participant Champion.

10.2

We reserve the right to:

  1. Cancel Your participation in the Programme; and or;
  2. Deny You access to the Programme; and/or
  3. Terminate these Terms and Conditions, or suspend Your access to the website, with or without cause in Our sole discretion, at any time without notice.

10.3

The Promoter shall not be liable to You or any third party for the termination or suspension of the website, or any claims related to the termination or suspension of the Zyxel Partner Programme.

10.4

Upon termination of access to the Programme by You or Us, You must discontinue Your use of the website, destroy promptly any materials obtained from the Zyxel Partner Programme and any copies thereof.

10.5

Company Account Champions who leave the employment of the Company Participant/Partner that they registered under will immediately cease to be eligible to participate further in the Zyxel Partner Programme. It is the responsibility of both the Company Account Champion Participant and the Company Participant to inform the Promoter immediately if the Company Account Champion - leaves the Company Participant's employment. Any individual who leaves the employment of one Company Participant and joins another Company Participant must, unless the Promoter specifically agrees in writing otherwise, re-register as a new participant.

11. SEVERABILITY

11.1

To the extent that any provision of these terms and conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these terms and conditions in that jurisdiction and it shall not affect either (a) the validity, lawfulness or enforceability of that provision in any other jurisdiction; or (b) the enforceability of the remainder of these terms and conditions.

11.2

All such information, services and materials are provided “as is” and “as available” without warranty of any kind.

12. LIMITATIONS OF LIABILITY

12.1

In no event shall the Promoter be liable for any losses or damages of whatsoever kind (including direct, indirect, incidental, consequential and punitive damages or loss of profit) arising out of access to, or the use of this website, participation in the Zyxel Partner Programme or the receipt, ownership or use of any item or reward, or from any typographical, printing. Mechanical, network, electronic, human or other errors that may occur in connection with the Zyxel Partner Programme, including but not limited to, errors that may occur in connection with the administration of the Zyxel Partner Programme, any inaccurate or incorrect data contained on any website or in an account, whether or not in the contemplation of the parties.

12.2

No responsibility or liability is assumed by the Promoter for any technical problems or technical malfunction of any kind arising in connection with any of the following occurrences which may affect or interrupt the operation of the Zyxel Partner Programme, including, but not limited to hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or telephone providers; garbled, jumbled or faulty data or purchase transmissions; failure of any email or telephone transmissions to be sent to or received; lost, late, delayed, garbled, damaged, misdirected, undelivered or intercepted email or purchase records; inaccessibility of any website or phone system in whole or in part for any reason; traffic congestion on the Internet or website or phone lines; unauthorised human or non-human intervention of the operation of the Zyxel Partner Programme, including without limitation, human error, unauthorised tampering, hacking, fraud, theft, virus, bugs, worms; or destruction of any aspect of the Zyxel Partner Programme or data thereof, including, without limitation, tampering of or hacking into the telephone lines, or loss, miscount, misdirection, inaccessibility or unavailability of an account used in connection with the Zyxel Partner Programme.

12.3

The limitations of liability in this section shall apply to the maximum extent permitted by applicable law. Nothing in these Terms and Conditions shall exclude or limit the Promoter’s liability for death or personal injury caused by negligence or for fraudulent misrepresentation.

13. RELEASE OF LIABILITY

13.1

You agree to release, discharge, indemnify and hold harmless Zyxel and its advertising and promotions agencies, and each of their respective officers, directors, employees, representatives, contractors and agents from and against any claims, damages, expenses, and liability arising from or related to any injuries, damages, or losses to any person (including death) or property of any kind resulting in whole or part, directly or indirectly, from your participation in the Zyxel Partner Programme or using any features or services offered through the Programme.

14. INDEMNIFICATION


14.1

You agree to indemnify, defend and hold Zyxel and its advertising and promotions agencies, and each of their respective officers, directors, employees, representatives, contractors and agents harmless from any liability, loss, claim and expense (including reasonable legal fees) related to your breach of these Terms and Conditions or any actions taken by any user authorised to use Your account, including, but not limited to, accrual of points, redemption of points, and disclosure of passwords to third parties.

15. PROPRIETARY RIGHTS

15.1

All trademarks, copyright, database rights and other intellectual property rights in the materials and assets on this website (as well as the organisation and layout of this website) together with the software code are either owned by or licensed to the Promoter.

16. DISPUTES

16.1

In the case of any dispute or interpretation of these terms and conditions, the decision of the Promoter’s General Manager shall be final. No correspondence will be entered into.

16.2

The Promoter’s maximum liability under this Programme shall not exceed £50,000. In no event shall the Promoter be liable for any indirect loss, consequential loss, loss of profit, loss of business or goodwill.

17. DATA PROTECTION

17.1

As required by Data Protection Law we follow strict security procedures in the storage and disclosure of information, which you have given us, to prevent unauthorised access. By law you have certain rights to check and correct personal data relating to you and to require personal data to be removed from our databases. Please contact us if you wish to exercise any of these rights.

17.2

Our privacy policy can be found at the footer of the Zyxel Partner Programme website.

17.3

Opt out requests will be processed in accordance with the General Data Protection Regulation (GDPR) for avoidance of doubt within one month of the request being received.

17.4

By using this website and/or participating in the Zyxel Partner Programme, You authorise Zyxel to collect and use Your personal information and to share it with affiliates and third parties it does business with for purposes of administering the Programme, as set forth below:

  1. Purposes: Zyxel will collect, use and share Your personal information (and/or will instruct its affiliates or third parties to do so) to track Your purchases qualifying You for tier points under the Zyxel Partner Programme, to award points and to issue tier points as described herein, and to provide You with information regarding Our product and service offerings.
  2. Recipients: Zyxel may share Your personal information with third parties it does business with (which include, without limitation, Intuitive and which will use Your personal information only for Your benefit in administering this Programme of and upon instructions of Zyxel) and with Zyxel affiliates (or may instruct such contractors or affiliates to collect such personal information on its behalf). Zyxel will not release participant or company contact information or participation data to any organisation other than those that facilitate participation in the Zyxel Partner Programme.
  3. Access, Correction and Deletion: To keep Your personal information provided to Us accurate, current, and complete, You can update your profile online or please contact us and We will take appropriate steps to update or correct such information in Our possession, or to delete Your information from Our records.

18. ALTERATION OF TERMS

18.1

The Promoter reserves the right to alter these terms and conditions at its sole discretion, including but not limited to alterations to reflect changes in the law. Any amended version will be posted on the Zyxel Partner Programme website and will be notified seven days in advance.

18.2

The Promoter may make improvements, revisions or changes to the information, services, products and other materials on the Zyxel Partner Programme, including, without limitation the duration of the Zyxel Partner Programme, the products through which You may earn Zyxel Tier Points, and any of the benefits made available to you with respect to Your account.

18.3

These revisions may be made at any time, without notice, even though these changes may affect your ability to earn Zyxel Tier Points.

18.4

The amended terms will be deemed accepted by any Company Account Champion who subsequently takes any active step in participating in the Programme.

18.5

No Zyxel employee has the authority to interpret or alter the terms of the Zyxel Partner Programme, unless such interpretation or alteration is made generally and published to the Zyxel Partner Portal, or is provided in writing and signed by a Zyxel authorised person.

19. TRANSLATION

19.1

Translation of these terms and conditions in different languages may be published from time to time.

19.2

The English language version has legal precedence over all other versions.

20. PUBLICITY

20.1

Where any Reward or incentive is awarded to the Company Account, the Promoter shall be entitled to use the Company name and geographical location in any publicity.

21. GENERAL CONDITIONS OF PARTICIPATION

21.1

By participating, all Participants/Partners agree to be bound by these Terms & Conditions, and the decisions of the Promoter, which are final and binding. Any failure to comply with these Terms and Conditions and any attempt to act in a way that is inconsistent with the intent of these Terms and Conditions by you may result in the termination of your account, as determined by Zyxel or its authorised agents, in their sole discretion.

21.2

In addition, the Promoter may, at its sole discretion, disqualify any individual from participating in any aspect of the Zyxel Partner Programme, and/or may cancel, suspend or block any account registered by such person (and void all associated tier points) if the Promoter and its authorised agents deem or suspect that such person has engaged in or has attempted to engage in any of the following: (a) acting in violation of these Terms and Conditions, including without limitation, falsification of tier points; or (b) damaging, tampering with or corrupting the operation of the Zyxel Partner Programme; or (c) acting with intent to annoy, harass or abuse any other person; or (d) use any automated bot, script or other robotic, mechanical, Zyxel or automated devices to submit data to the website; or (e) any unsportsmanlike, inappropriate, uncooperative, disruptive, fraudulent, or potentially fraudulent, behaviour or activity; or activity deemed in sole discretion of Zyxel and its authorised agents to be generally inconsistent with intended operation of the Zyxel Partner Programme.

21.3

CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE OR CORRUPT ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAMME IS A VIOLATION OF CRIMINAL LAW AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, ZYXEL AND ITS AUTHORISED AGENTS RESERVE THE RIGHT TO PROSECUTE AND SEEK DAMAGES AND OTHER REMEDIES (INCLUDING LEGAL FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW.

21.4

Should the Promoter decide to discontinue the Zyxel Partner Programme at any time, a notice will be given to Participants/Partners (as determined in Zyxel's discretion). Once the notice period of the Zyxel Partner Programme has ended, and all tier points automatically become void.

22. MISCELLANEOUS

22.1

The Promoter has the right to change the content or technical specifications of any aspect of the website at any time at our sole discretion. You further accept that such changes may result in You being unable to access the website. Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. Save in respect of discontinued access or use and removal or destruction of materials, the provisions of these Terms and Conditions shall survive any termination of these Terms and Conditions as reasonably necessary to give effect to the provisions thereof. If any provision of this agreement is unenforceable, the remaining provisions will continue.

23. GOVERNING LAW

23.1

These terms and conditions shall be governed and construed in accordance with the applicable laws of the United Kingdom.

24. PRIVACY POLICY

24.1

The terms of Zyxel’s privacy policy apply to all use of the Zyxel Partner Programme website.

25. ENTIRE AGREEMENT

25.1

These terms and conditions constitute the entire agreement between You and Us in respect of Your participation in the Zyxel Partner Programme or use of the Programme.