Partner Programme Agreement
Value in Partnership+
As of: May 23rd, 2018 - 5:00 PM BST
To register and become a member of D-Link’s VALUE IN PARTNERSHIP Partner Programme, the reseller must accept the terms and conditions set forth below (the "Agreement").
- The Parties
- Eligibility Use
- Eligibility to Participate
- Purchase of Products
- Access to Partner Portal
- Changes to this Agreement and VALUE IN PARTNERSHIP+ Partner Programme
- VALUE IN PARTNERSHIP+ Partner Programme Benefits
- Project Pricing and Special Pricing Agreements (SPA)
- Termination for Convenience
- Termination for Cause
- Obligations Upon Termination
- Confidential Information
- No Publicity
Indemnification/Limitation of Liability/Disclaimers
- Limitation of Liability
- Disclaimer of Warranties
- Trademarks and Logos
- Trademark Ownership and Usage
- Protection of Trademark
- Termination of Trademark and Logo Usage
- Right to Audit
- GENERAL CONDITIONS OF PARTICIPATION
This Value In Partnership+ Programme Agreement (hereafter referred to as "Agreement") is entered into by and between D-Link (Europe) Ltd., a company registered in England and Wales with company number 03062020 whose registered office is at Odyssey Business Park, Artemis Building, West End Road, South Ruislip, HA4 6QE, United Kingdom, hereinafter referred to as “(D-Link)”. The party clicking on the “I Agree” button below, hereinafter referred to as (“Partner”), by clicking and accepting this Agreement, the Partner confirms that they are an authorized representative of the company who applied to participate in the D-Link Value In Partnership+ Programme. The Partner hereby affirms they are above the age of maturity and agree to comply with all local laws regarding online conduct and that I am fully able and competent in understand these terms and conditions.
This Agreement sets forth the terms and conditions of D-Link’s reseller partner programme (“VALUE IN PARTNERSHIP+ Partner Programme”) under which resellers who resell D-Link Products ("Products") in the business-to-business sector become Partners and qualify for (i) the obligations and benefits of a particular Programme level (Gold, Silver, Bronze, Registered) or Specialisation (IP Surveillance Preferred, Storage Preferred, Security Preferred) level (“Tier”) by meeting and maintaining certain criteria established by D-Link, including but not limited to Product certification (“Certification”), all as set forth on D-Link's Partner Portal extranet website.
Eligibility to Participate
Partner is a reseller of Products in the business-to-business sector and desires to become a member of the VALUE IN PARTNERSHIP+ Partner Programme. Partner must comply with all current Partner requirements as set forth on this website and this Agreement.
The VALUE IN PARTNERSHIP+ Partner Programme is intended to offer benefits to the Partner for its commitment to and investment in buying and reselling D-Link Products. Now therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
- Partner hereby acknowledges and agrees that it has applied to become a member of the VALUE IN PARTNERSHIP+ Partner Programme and, upon acceptance by D-Link, Partner further acknowledges and agrees that its participation in the VALUE IN PARTNERSHIP+ Partner Programme shall be governed by the terms and conditions of this Agreement, the D-Link VALUE IN PARTNERSHIP+ Programme Guide, and any terms and conditions contained in any ancillary agreement specific to the VALUE IN PARTNERSHIP+ Partner Programme including, without limitation, those applicable to the Partner Portal, assigned Tier, and any rights or obligations set forth in the Partner Portal regarding eligibility, acceptance and termination in any of the Certifications, all of which are (i) incorporated herein by reference, and (ii) may be changed from time to time as provided for in this Agreement. The Partner acknowledges that acceptance into the VALUE IN PARTNERSHIP+ Partner Programme, including into any Tier or Specialisation shall be at the sole discretion of D-Link, regardless of whether or not Partner has met all required performance or training criteria.
- D-Link does not authorize Partner to sell any D-Link Products on any marketplace sites, including, but not limited to, Amazon, Ebay, Best Buy marketplace, Rakuten (“Marketplace Site”), and Reseller shall refrain from knowingly or negligently directly or indirectly advertising, promoting, or selling any of the D-Link Products on any Marketplace Sites (unless and only to the extent each website used for this purpose by the Reseller is expressly approved by D-Link in writing and which approval has not been rescinded by D-Link in whole or part).
- Partner hereby agrees to grant its consent to receive communication from D-Link via but not limited to electronic, printed, and other methods of direct marketing and sales communications. The Partner has the right to be removed or refine the communication they receive but by doing so accepts that some of the anticipated benefits of the VALUE IN PARTNERSHIP+ Partner Programme may be lost as a result of this decision. Partner accepts the liability of their decision and indemnifies D-Link against any potential or perceived loss of status.
- D-Link shall be entitled to review Partner’s performance under the VALUE IN PARTNERSHIP+ Partner Programme from time to time. Partner represents and warrants to D-Link that they will at all times during the term of this Agreement, uphold all requirements set out herein and under the VALUE IN PARTNERSHIP+ Partner Programme and as may be required to maintain status as a participant to the VALUE IN PARTNERSHIP+ Partner Programme.
- If at any given time during the term of this Agreement, Partner ceases to comply with any requirement set forth herein or on Partner Portal as part of the VALUE IN PARTNERSHIP+ Partner Programme including, without limitation, requirements for participation in any Tier or Specialisation, D-Link may, at its sole option, terminate Partner’s participation in the VALUE IN PARTNERSHIP+ Partner Programme including, without limitation, Partner’s inclusion in any Certification, Promotion, Programme or particular Tier or Specialisation, pursuant to Termination for Cause Section of this Agreement.
- Specific Qualification Requirements.In recognition of the particular expertise and commitment necessary to market, install, integrate and support the Products properly, Partner agrees to maintain the capacity, facilities and personnel necessary and required by this Agreement to perform its obligations under this Agreement and any addenda or amendment hereto and to exert reasonable commercial efforts to develop the market for the Products. In this regard, Partner agrees to, at all times during the term of this Agreement, fulfill the requirements set out under this Agreement and those pertaining to any Tier or Specialisation for which D-Link has accepted Partner’s participation, including, but not limited to those set forth in the Partner Portal, maintenance of Tier level, and any Specialisation, each as may be modified from time to time by D-Link.
Purchase of Products
Partner acknowledges and accepts that this Agreement does not entitle the Partner to purchase Products directly from D-Link. Any and all Product purchases by Partner shall be governed by a separate agreement either entered into between (i) Partner and D-Link or (ii) Partner and an Authorised D-Link distributor (“D-Link Authorised Distributor”), who shall purchase products directly from D-Link and then sells them to the Partner. D-Link shall publish a list of such D-Link Authorised Distributors on the Partner Portal, the list may be updated from time to time in D-Link’s discretion.
Access to Partner Portal
D-Link hereby grants Partner access to the Partner Portal in accordance with the terms and conditions of this Agreement and any terms and conditions set forth in Partner Portal. Upon approval of the Partners application to become member of the VALUE IN PARTNERSHIP+ Partner Programme, D-Link shall automatically issue login password.
Changes to this Agreement and VALUE IN PARTNERSHIP+ Partner Programme
The parties agree that D-Link may at any time and at its sole discretion, modify, add to, reduce or otherwise change (collectively, “Changes”) the terms and conditions of this Agreement and/or the VALUE IN PARTNERSHIP+ Partner Programme, including without limitation, the requirements to maintain a particular Tier and or Specialisation and the benefits thereunder, with such changes being effective thirty (30) days' after notice to the Partner. The parties acknowledge and agree that notification of changes by email or posting or otherwise publishing such changes on Partner Portal shall be deemed to be sufficient notice by D-Link under this Agreement. If any such changes are deemed substantial by the Partner, they shall have the right, to terminate this Agreement and their participation in the VALUE IN PARTNERSHIP+ Partner Programme effective immediately upon written notice to D-Link.
VALUE IN PARTNERSHIP+ Partner Programme Benefits
In accordance with and subject to Partner’s compliance with the terms and conditions of this Agreement as well as any terms and conditions relating to the VALUE IN PARTNERSHIP+ Partner Programme published on Partner Portal, Partner shall be eligible to receive those certain VALUE IN PARTNERSHIP+ Partner Programme benefits for Tier and Specialisation all as designated from time to time by D-Link, in its sole discretion, and as further set forth on Partner Portal. Partner acknowledges and agrees that (i) some of the VALUE IN PARTNERSHIP+ Partner Programme benefits set out hereunder as well as published on Partner Portal may not be available as of the Effective Date of this Agreement; and or on the date announced by D-Link, but may be available in the future; and (ii) the benefits available to Partner as a participant in any particular Tier or Specialisation are subject to Partner achieving and maintaining the requirements set forth in Partner Portal for the respective Tier or Specialisation.
Project Pricing and Special Pricing Agreements (SPA)
Partner may request special pricing either directly or through a D-Link Authorised Distributor for the purchase of D-Link Products for the sole purpose of selling to a specified customer (End User). D-Link may at its discretion authorise the special pricing as a SPA and extend it to the Partner. The named End User must be stated on the written SPA from D-Link and the Partner agrees to the following terms and conditions of the Special Pricing Programme:
The SPA applies only to the stated end user, for the duration and the quantity shown. The SPA discount amount is ineligible for CO-OP, MDF, Spiffs or rebate Programmes. Any exception, extension or alteration of the listed customer(s), time period, quantity, pricing and/or product must be authorised in writing by D-Link. D-Link may contact the specified End User directly for verification purposes of an opportunity. * Upon request, Partner shall provide D-Link with a copy of the invoice within 3 business days from the receipt of the notification being received. The invoice must show the End User’s name and address and/or final ship to address.
If necessary, D-Link may perform a random inspection to audit Partner’s records and locations as reasonably necessary for the specific purpose of verifying compliance. Upon receipt of inspection notification request from D-Link, the Partner agrees to schedule a meeting within ten (10) business days at a mutually agreeable time and date. D-Link shall be entitled to such audit once every quarter and such audit shall be carried out at D-Link’s expense and during Partner’s normal business hours. Information provided during the audit will be treated as confidential and proprietary information of the Partner.
In the event an audit reveals any fraud or misrepresentations with respect to Partner’s intended customers and/or end-users and/or any other misrepresentations on the part of VIP+Partner regarding information provided to D-Link specific to any SPA then the Partner shall reimburse D-Link the cost of such audit and refund the SPA discount amount. D-Link reserves the right to deduct the refunded discount amount owing from any monetary incentive owed by D-Link to Partner. The penalty for any violation shall include, but is not limited to, D-Link reclaiming the total discounts provided on the SPA, exclusion from SPA and/or Deal Registration Programmes, forfeiture of any and all rebates owed for any D-Link Programme or promotion, or termination from the VALUE IN PARTNERSHIP+ Programme and loss of all status and benefits. Additionally, D-Link reserves the right to terminate any existing SPAs and/or deny any future SPA being granted.
D-Link may cancel, modify or amend these Terms and Conditions and/or the promotion at any time without notice and at our sole discretion.
Where applicable, based on specific partners and countries, Partner acknowledges that it has received D-Link’s Minimum Advertised Pricing (“MAP”) policy, and understands that Partner’s failure to comply with the terms and conditions therein, shall subject Partner to loss of compensation from D-Link, including but not limited to CO-OP, VIR, MDF, Spiffs, IR or other rebate Programmes.
This Agreement shall become effective on the date it is accepted by Partner ("Effective Date") and shall remain in full force and effect as long as Partner participates in the VALUE IN PARTNERSHIP+ Partner Programme unless terminated by either party as provided hereunder.Termination for Convenience
Either party may terminate this Agreement, and Partner’s participation in the VALUE IN PARTNERSHIP+ Partner Programme, Tier or Specialisation, without cause, upon thirty (30) days' written notice to the other, or as otherwise may be provided in this Agreement.Termination for Cause
Either party may terminate this Agreement, and Partner’s participation in the VALUE IN PARTNERSHIP+ Partner Programme, immediately upon written notice if the other party: (a) fails to perform any material obligation of this Agreement and does not remedy the failure within ten (10) days after receipt of written notice of such failure, or (b) becomes insolvent, files or has filed against it a petition under applicable bankruptcy or insolvency laws, or makes any other or similar arrangements for the benefit of its creditors or takes any similar actions, or (c) is found to be out of compliance with any specific Programme requirements of this Agreement, the VALUE IN PARTNERSHIP+ Partner Programme or any Certification. Neither party shall be liable to the other for any damages, expenditures, loss of profits or prospective profits or goodwill incurred or arising as a result of the termination or expiration of this Agreement pursuant to its terms.Obligations Upon Termination
Upon any termination of this Agreement, each party shall return to the other any and all Confidential Information provided to the receiving party by the disclosing party under this Agreement, provided, however, D-Link may retain any materials submitted by or for Partner in connection with the Partner requesting or receiving any benefits under this Agreement. In addition, upon termination of this Agreement, Partner is no longer authorised to represent or otherwise refer to itself as a Partner or afford itself of any of the rights or benefits under this Agreement, including without limitation, those listed in Partner Portal.
D-Link may provide to Partner certain Information, which is confidential in nature in connection with this Agreement as well as the VALUE IN PARTNERSHIP+ Partner Programme (“Confidential Information”). For example, without limitation hereto, such information may be provided to Partner via the Partner Portal or on Conference Calls or webinars. Confidential information shall never be divulged by Partner to any third party without the prior written consent of D-Link. This obligation shall not apply to information which: (i) now or hereafter, through no unauthorised act or failure to act on Partner’s part, becomes generally known or available; (ii) is lawfully known to Partner without an obligation of confidentiality at the time Partner receives the same from D-Link, as evidenced by written records; (iii) is hereafter lawfully furnished to Partner by a third party without restriction on disclosure; (iv) is furnished to others by D-Link without restriction on disclosure; or (v) is independently developed by Partner without use of D-Link’s Confidential Information. Nothing in this Agreement shall prevent Partner from disclosing Confidential Information to the extent the receiving party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, Partner shall (a) assert the confidential nature of the Confidential Information to the requesting party; (b) immediately notify D-Link in writing of the requesting party’s order or request to disclose; and (c) cooperate fully with D-Link in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.No Publicity
Partner shall not disclose, advertise or publish the terms or conditions of this Agreement or the VALUE IN PARTNERSHIP+ Partner Programme without the prior written consent of D-Link.
Indemnification/Limitation of Liability/DisclaimersIndemnification
Partner shall indemnify, defend and hold harmless D-Link, its parent and each of its affiliates, subsidiaries, officers, directors, employees, agents and shareholders from and against and in respect of any and all losses resulting from, arising out of, or imposed upon or incurred by reason of (a) any breach of representation, warranty, covenant or agreement on the part of Partner or its employees under this Agreement OR ANY undertaking, or performance that may be promised, performed, or executed related thereto; or (b) the negligence or wilful misconduct of Partner or its employees.Limitation of Liability
In no event, regardless of theory, shall D-Link be liable for any special, consequential, punitive, indirect, or incidental damages of any kind, or for loss of revenue, loss of business, loss of data or other financial loss, however caused and even if advised of the possibility of such damages, arising in any way out of this Agreement or Partner's participation in the VALUE IN PARTNERSHIP+ Partner Programme, OR ANY undertaking, or performance that may be promised, performed, or executed related thereto.Disclaimer of Warranties
Partner AGREES THAT THE USE OF THE PARTNER PORTAL AND PARTICIPATION IN THE VALUE IN PARTNERSHIP+ PARTNER PROGRAMME AND ANY MATERIALS OR INFORMATION PROVIDED IS ON AN "AS IS" AND "AS AVAILABLE" BASIS. D-LINK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. D-LINK MAKES NO WARRANTY THAT THE PARTNER PORTAL OR VALUE IN PARTNERSHIP+ PARTNER PROGRAMME WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES D-LINK MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PARTNER PORTAL OR PARTICIPATION IN THE VALUE IN PARTNERSHIP+ PARTNER PROGRAMME OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE PARTNER PORTAL OR VALUE IN PARTNERSHIP+ PARTNER PROGRAMME. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY.
Trademarks and LogosTrademark Ownership and Usage
VALUE IN PARTNERSHIP+ Partner acknowledges that all trademarks, trade names, service marks, slogans, designs, distinctive advertising, labels, logos, and other trade-identifying symbols are or have been developed and used by D-Link or any of its subsidiaries or affiliate companies anywhere in the world (“D-Link Trademarks”) are vested in D-Link absolutely. Subject to and expressly conditioned upon compliance with the terms and conditions of this Agreement, and only during the Term of this Agreement, D-Link hereby grants to Partner a nonexclusive, nontransferable, royalty-free, personal right to use the D-Link Trademarks, but only in connection with Partner’s marketing, advertising, distribution and/or sale of the D-Link Products, and only in strict accordance with the current version of the D-Link brand/logo guidelines which are currently located at URL http://vipplus.dlink.com. Partner acquires no rights to D-Link Trademarks by its use.Protection of Trademark
Partner shall not remove, alter or modify the serial or identification numbers, labels, D-Link Trademarks or other trade-identifying symbols from Products sold or licensed by D-Link under this Agreement. Partner shall use the same degree of care and means that it utilises to protect its own Trademarks, but in no event less than reasonable care, and shall provide all reasonable assistance; including execution of documents as requested by D-Link to protect D-Link’s trademark rights in the Territory.Termination of Trademark and Logo Usage
Partner acknowledges that acceptance and participation in certain Tiers or Specialisations allows for use by Partner of D-Link Trademarks specific to that Tier or Specialisation. Upon termination of the Partners participation in any one Tier or Specialisation, Partner shall cease any and all use of D-Link Trademarks related to such Tier or Specialisation and destroy all packaging, advertisements, computer files and other tangible and non-tangible uses and displays containing such D-Link Trademarks. Upon termination of this Agreement or Partners participation in the VALUE IN PARTNERSHIP+ Partner Programme, Partner shall cease any and all use of any D-Link Trademark provided to Partner through the VALUE IN PARTNERSHIP+ Partner Programme.
Right to Audit
Subject to Partner’s reasonable safety and security requirements, D-Link may on ten (10) business days prior written notice, audit Partner’s records and locations as reasonably necessary for the specific purpose of verifying compliance with the requirements of this Agreement and the VALUE IN PARTNERSHIP+ Programme including, without limitation, the requirements of any Certification Programme. D-Link shall be entitled to such audit once every quarter. Such audit will be carried out at D-Link’s expense and during Partner’s normal business hours. Information provided during the audit will be subject to the confidentiality provisions of this Agreement.
Partner may not assign or transfer this Agreement, whether in whole or part, or any of its rights or obligations under this Agreement without the prior written consent of D-Link, such consent to be given at the sole discretion of D-Link. Any attempted assignment without such written consent shall be null and void. D-Link may assign its rights and obligations hereunder to any affiliate or in connection with a merger or other business combination or sale of all or substantially all of its assets, where it is not the surviving entity.
This Agreement, including without limitation, those portions of Partner Portal relating to the VALUE IN PARTNERSHIP+ Partner Programme, which are incorporated herein, constitute the entire understanding and agreement of the parties with respect to the subject matter hereof and shall supersede any and all other agreements between the parties regarding the subject matter hereof. Except as otherwise provided in this Agreement, this Agreement may only be modified or amended by a written amendment signed by authorised representatives of the parties.
A waiver of any default hereunder or of any of the terms and conditions of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.
In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and the parties further agree to substitute for such invalid or unenforceable provision a valid and enforceable provision of similar intent and economic effect.
Neither party shall be liable to the other for any alleged loss or damage resulting from any delay of performance caused by acts of the other, acts of civil or military authority, governmental priorities, earthquake, fire, flood, epidemic, quarantine, energy crisis, strike, labor trouble, war, riot, accident, shortage, delay in transportation, or any other causes beyond the reasonable control of the delayed party.
The parties hereto are independent contractors and shall not be deemed to be partners, joint venturers or agents of the other. This Agreement shall be construed in accordance with and all disputes hereunder shall be governed by the laws of England, except for its conflicts of laws rules. The Courts of England shall have exclusive jurisdiction to hear all disputes between the parties arising out of or in connection with this Agreement.
Except as otherwise specified in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated in this Agreement shall be paid by the party incurring such costs and expenses.
The original of this Agreement has been written in English and the governing language of this Agreement shall be English. Partner hereby waives and agrees never to assert any right it may have to have this Agreement written in the language of its place of residence.
GENERAL CONDITIONS OF PARTICIPATION
By agreeing to this Agreement and by participating, all Participants agree to be bound by these Terms & Conditions, and the decisions of D-Link, 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 D-Link or its authorised agents, in their sole discretion.
By agreeing to this Agreement I also confirm that I am an authorized representative and have the authority to accept all the terms and conditions of this Programme on behalf of my company.