TP-LINK SOLUTIONX PARTNER PROGRAM TERMS AND CONDITIONS

 

NOTICE: READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PARTICIPATING IN THE PROGRAM. IT REQUIRES YOU TO RESOLVE DISPUTES THROUGH ARBITRATION. BY PARTICIPATING IN THE PROGRAM, YOU INDICATE THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY AND ABIDE BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT PARTICIPATE IN THE PROGRAM.
BY CLICKING THE “I ACCEPT” BUTTON BELOW AND BY ACCESSING OR USING THE PARTNER PORTAL, OR PROGRAM BENEFITS IN ANY MANNER, YOU ARE INDICATING THAT YOU HAVE READ AND AGREE WITH THE TERMS DESCRIBED BELOW.
TP-LINK SOLUTIONX PARTNER PROGRAM IS TERRITORIALLY LIMITED AND ONLY APPLIES TO PARTNERS WHO ARE ACTIVE IN THE SWISS MARKET (“TERRITORY”).

 

If You are granted membership into the TP-Link SolutionX Partner Program (“Program”), these terms and conditions including the appendices, guidelines and any additional documentation expressly referenced herein (collectively, the “Terms and Conditions”) form a legal agreement (“Agreement”) between TP-Link Switzerland GmbH (“TP-Link”) and You governing Your participation in the Program and Your use of all items and associated materials that may be made available by TP-Link, which include, without limitation, (A) the Partner Portal. “You” refers to you or your employer or other legal entity (including its subsidiaries) for whose benefit you act, as applicable. If You are agreeing to these Terms and Conditions on behalf of a company or other legal entity, You represent and warrant to TP-Link that You have the legal authority to bind that legal entity to these Terms and Conditions, in which case, “You” or “Your” will be in reference to such legal entity. Your acceptance of these Terms and Conditions does not obligate TP-Link to accept You into the Program. However, to be eligible for participation in the Program, You must complete a registration form, accept these Terms and Conditions, and meet all applicable Membership Qualifications. If accepted into the Program, TP-Link will send You a notification informing You of such acceptance.

 

1. PROGRAM PURPOSE AND OVERVIEW

 

1.1 Purpose. The Program offers You certain Program Benefits subject to these Terms and Conditions.

 

1.2 Program Benefits. The Program offers several benefits to members (“Program Benefits”), which may include, but are not limited to, special prices, discounts, annual bonuses, deal registrations, rebate programs, free trials or access to the TP-Link portal where members are able to access to those partner beneficial resources and tools, which is currently located at https://partner.tp-link.com/ch/ (“Partner Portal”). For a full list of Program Benefits please visit the following site: https://partner.tp-link.com/ch/benefits.html. Your Program Benefits are determined by Your qualifications for membership described at https://partner.tp-link.com/ch/benefits.html (“Membership Qualifications”), and the Membership Qualifications, Program Benefits may be modified from time to time, at TP-Link’s sole discretion without advanced notice. Program Benefits are void where prohibited by federal, state, or local law. Except as expressly permitted by TP-Link, Program Benefits may not be sold, bartered or transferred (other than by TP-Link or its agents). Any attempted transfer, sale or barter will be void and will be forfeited. TP-Link may refuse to honor or recognize any Program Benefits which TP-Link believes may have been transferred, sold or bartered.

 

1.2.1 Not-For-Resale Application. Depending on Your Program membership, You may be eligible for certain discounts for Demo products available on the Partner Portal (the “Not-For-Resale Application” or “NFR Application”). Your participation in the NFR Application is subject to the NFR Applications Terms and Conditions set forth in Appendix A. TP-Link may modify, update, or discontinue the NFR Application Terms and Conditions (including the discount rate and available equipment) at any time without notice or liability to You or anyone else, at TP-Link’s sole discretion.

 

1.2.2 Trademarks. You grant to TP-Link a nonexclusive, non-sublicensable, royalty-free, worldwide license to reproduce and use your name, trademarks, service marks, trade names, logos, and other marks and descriptive materials to publicly refer to you on our website for the purpose of advertising and promoting TP-Link’s partner programs. You agree and acknowledge that Your name, trademarks, service marks, trade names, logos, and other marks and descriptive materials can be used in connection with advertising and promotion materials, which were created prior to the termination of Your membership, even after the termination of Your membership, for example, but not limited to, in case studies or online publications. Depending on membership within the Program, You may be eligible to use certain TP-Link trademarks, service marks, and trade names (whether or not registered) as identified by TP-Link from time to time (collectively, “Marks”) in mutually agreed co-branding activities. Your use of any Marks shall be in strict compliance with any Marks policy or standard of TP-Link that is provided or made available to You by TP-Link from time to time. You shall promptly discontinue the display or use of any Mark to change the manner in which a Mark is displayed or used when requested by TP-Link. In the event that TP-Link determines, in its sole discretion, that Your usage of the Marks violates these Terms and Conditions, TP-Link may demand that You cease such usage and You shall promptly comply with such request. Without limiting the foregoing:

 

1.2.2.1 You are only allowed to use Marks to promote the sale of TP-Link hardware and software products. You may not use or modify Marks in any other form or manner without the express written consent of TP-Link.

 

1.2.2.2 You agree to display Marks in good taste, in a manner that preserves their value as member’s Marks, and in accordance with any policies and standards provided in the Authorization Letter for display.

 

1.2.2.3 You agree not to display TP-Link’s Marks in any written or media material without prior written consent of TP-Link. For obtaining the Authorization Letter for use of TP-Link´s trademark, please contact: sales.ch@tp-link.com.

 

1.2.2.4 Your use of Marks will never mean, or be implied to mean, that there is a transfer of ownership of the Marks between TP-Link and members. All goodwill arising from the use by You of the TP-Link’s Marks will belong to TP-Link.

 

1.2.3 Tools. As part of the Program, TP-Link may also provide members access to certain tools that are intended to improve members’ sale performance of TP-Link products. You will use and access these tools by the means required by TP-Link and as otherwise described in any relevant documentation, and Your use and access are subject to these Terms and Conditions and any other terms and conditions that may be accompanied with the tools.

 

1.2.4 Special Program for Territory Market

 

1.2.4.1 Deal Registration Program. Depending on your Program membership, You may have opportunity to participate TP-Link Deal Registration Program (“DR Program”). TP-Link DR Program is designed to help you close opportunities via Authorized Distributors. It provides You with an opportunity to register deals and receive discounts on applicable TP-Link Omada and VIGI products in Territory Market. Your use of DR Program is subject to the Terms and Conditions of Deal Registration Program set forth in Appendix B.

 

1.2.4.2 Medallion Partner Agreement. Depending on your Program membership, You may be eligible for entering into the Medallion Partner Agreement with TP-Link. In the Medallion Partner Agreement, TP-Link provides You with competitive Partner Level Discounts, Sales & Pre-Sales Training/Certification, Consulting Service from your dedicated TP-Link Account Manager, and a variety of other benefits and services. Please contact us through the Partner Portal or sales.ch@tp-link.com for further information.

 

1.2.5 Other Benefits. From time to time, TP-Link may, in its sole discretion, offer additional benefits and/or services as part of the Program. Such benefits and services are subject to these Terms and Conditions and may be governed by additional guidelines or supplemental terms and conditions.

 

1.2.6 Disclaimer. TP-Link is not responsible for typographical errors and/or omissions in any Program document. Without limiting the foregoing, TP-Link is not responsible for: (a) any loss or misdirection of, or delay in receiving, any application, correspondence, redemption requests, or Program Benefits; (b) theft or unauthorized redemption of Program Benefits; (c) any acts or omissions of third parties; or (d) any errors published in relation to the Program, including, without limitation, any pricing or typographical errors, and errors of description. TP-Link reserves the right to correct, without notice, any errors.

 

1.2.7 Ownership and Cancellation. The Program, Program Benefits, and other related benefits and services are the sole property of TP-Link, and are not Your property. On cancellation of membership in the Program for any reason, all awards and other related benefits and services will be forfeited and You will no longer be able to participate in the ProgramAwards and other related benefits and services have no cash value and TP-Link will not compensate or pay cash for any forfeited or unused Program Benefits.

 

2. OBLIGATIONS FOR PROGRAM MEMBERSHIP

 

2.1 Compliance with Terms and Conditions. You must at all times comply with these Terms and Conditions. Without limiting any of our other rights under these Terms and Conditions or otherwise, TP-Link reserves the right to deny or revoke any rebates or discounts, or remove You from the Program and has the right to disable any user identification code or password, whether chosen by You or allocated by TP-Link, at any time with immediate effect, if in TP-Link’s opinion, You have failed to comply with any of the provisions of these Terms and Conditions. TP-Link will notify you that you are no longer eligible to participate in the Program. TP-Link is not liable for any loss or damage arising from Your failure to comply with these requirements.

 

2.2 Membership Application and Account. You must complete a membership application before acceptance into the Program. By applying to our Program, you represent and warrant that you have a business address within Switzerland. You will be assigned a unique partner identification (“TP-Link Partner ID”) that is associated with your administrative account and any user accounts (each, a “TP-Link Partner Account”). You must create a unique username, password and online partner account profile to create a TP-Link Partner Account and to obtain and use the Program Benefits, and You are responsible for securing and maintaining the confidentiality of Your TP-Link Partner ID and usernames and passwords relating to Your TP-Link Partner Account. TP-Link may withhold approval of Your TP-Link Partner ID for any reason. You must keep Your account profile up to date with current account information (including, without limitation, current contact information) at all times. You are only allowed to register for and use one (1) TP-Link Partner ID, unless otherwise permitted by TP-Link in writing, including via email. You are responsible for all activity that occurs via Your TP-Link Partner ID, regardless of the TP-Link Partner Account, even if that activity is not by You or is without Your knowledge or consent. You must notify TP-Link customer support immediately if You become aware of any unauthorized use of Your account. You may not (A) share Your account information, whether intentionally or unintentionally; or (B) use another person’s account. Access to the Program (including, for clarity, the Program Portal) is permitted on a temporary basis, and TP-Link reserves the right to withdraw or amend the Program without notice. TP-Link will not be liable if for any reason the Program Portal is unavailable at any time or for any period. From time to time, TP-Link may restrict access to some parts of the Program Portal, or the entire Program Portal, to users who have registered with us, or close it indefinitely. TP-Link may update the Program Portal at any time, and TP-Link may change the content at any time. Any of the material on the Program Portal may become out of date at any time, and TP-Link is under no obligation to update such material.

 

3. CONFIDENTIALITY

 

3.1 Confidentiality Requirements. “Confidential Information” means, whether in written, verbal, graphic or electronic form, (A) any and all information furnished under or in performance under these Terms and Conditions that is marked with a restrictive notice or otherwise designated as proprietary, (B) that You know or should know is being disclosed on a confidential basis, (C) discussions of potential features, product changes, the existence of any business discussions, negotiations, or agreements in progress between You and TP-Link, (D) Feedback, and opinions stemming from the Feedback, and (E) any Program tools, Program Benefits and any other Program materials that are not publicly documented when You are given access to them. For clarity, Confidential Information includes (regardless of marking or designation), but is not limited to, the Terms and Conditions, trade secrets, and price and discount information. You agree to hold Confidential Information in strict confidence and not disclose it to any other party. Except as expressly allowed in these Terms and Conditions, You may not modify, create other works from, reverse engineer or disassemble any software programs provided or disclosed as Confidential Information without TP-Link’s prior written consent. You agree to treat Confidential Information with the same degree of care as You treat Your own confidential, non-public materials but in no event with less than reasonable care. You will stop use of and return or destroy all tangible Confidential Information promptly upon request, together with any copies, except as otherwise required by law. You may only disclose the Confidential Information to its employees or third-party contractors with a need to know the information for the implementation of the Program and who are subject to written terms of confidentiality no less restrictive than those contained herein.

 

3.2 Exceptions. You may disclose Confidential Information (A) as approved in a writing signed by TP-Link or (B) as necessary to respond to a valid order by a court or other governmental body, as required by law, or as necessary to establish the rights of either party, provided that You promptly notify TP-Link upon receipt of the disclosure order and requests confidential treatment of any affected Confidential Information. If there is any inconsistency between this section and any existing obligations of non-disclosure or confidentiality You already have to TP-Link, those existing obligations take precedence.

 

3.3 Feedback. You may provide ideas, bug or crash reports, suggestions, proposals and other information or materials provided by You to TP-Link relating to Your access to and use of and evaluation of the Program, along with all associated intellectual property rights (“Feedback”) to TP-Link. You hereby agree that TP-Link shall own all Feedback, and You hereby assign to TP-Link all of Your right, title and interest thereto. You represent and warrant that You have all rights necessary to provide the Feedback to TP-Link. TP-Link has no obligation to incorporate, use, or otherwise acknowledge any Feedback that You provide. You agree to cooperate fully with TP-Link with respect to signing further documents and doing such other acts as are reasonably requested by TP-Link to confirm that TP-Link owns the Feedback and to enable TP-Link to register and/or protect any associated intellectual property rights.

 

4. TERM, MODIFICATIONS, AND TERMINATION

 

4.1 Term. These Terms and Conditions will be effective from the date You access the Program and will continue unless terminated as set forth herein. These General Terms and Conditions will not be excluded when the parties conclude any separate contract or agreement in writing, unless the parties agree otherwise.

 

4.2 Modifications. These Terms and Conditions may not be modified by You except through a written agreement executed by authorized representatives of both parties. Notwithstanding the foregoing, TP-Link may, at its sole discretion, modify or cancel the Program and/or any Program Benefits and these Terms and Conditions at any time upon notice to the impacted parties. Any such modifications will be effective upon notification unless You object to the modifications within the deadline indicated in the notification. Sending email notification will be deemed sufficient notice to You of such changes. It is Your responsibility to review these Terms and Conditions at least once a year or sooner if TP-Link notifies You of a change to the Terms and Conditions. You agree that Your continuing participation in, or access to, the Program after any changes or modifications constitutes Your acceptance of the Terms and Conditions as modified.

 

4.3 Termination and Changes of Membership. TP-Link may terminate Your membership in the Program at any time and for any reason by providing You notice of termination. TP-Link may determine, at its discretion, whether there has been a breach of these Terms and Conditions through Your participation in the Program. When a breach of these Terms and Conditions has occurred, TP-Link may take such action as TP-Link deems appropriate, including, without limitation, immediately terminating or suspending Your membership in the Program, denying access to the Program Portal, or changing Your membership level upon notice to You at any time and for any reason. Upon termination, You must immediately (A) stop using, the Program and the Marks; (B) stop accessing the Program Portal; (C) stop advertising in connection with the Program; and (D) stop use of and return or destroy all Confidential Information in Your possession. All clauses which by their nature should survive the termination of these Terms and Conditions will survive such termination. Conduct that may constitute cause for an immediate change or termination includes without limitation:

 

4.3.1 Submitting incorrect or falsified information in Your application for membership, including responses to Program profile questions;

 

4.3.2 Obtaining or attempting to obtain benefits or services through deceptive, fraudulent or other illegal means;

 

4.3.3 Engaging in the creation, sale or offer for sale, of any remarked, counterfeit, altered, tampered or repackaged TP-Link products or submitting any such product for replacement by TP-Link;

 

4.3.4 Engaging to place any TP-Link products which infringing EU and Swiss legal standards on the Territory markets;

 

4.3.5 Actively promoting TP-Link products purchased under this Program outside the Territory, except for Partners based in Switzerland with operations abroad, which are entitled to request TP-Link products for their abroad operations and to promote the TP-Link products in connection with these abroad operations;

 

4.3.6 Maintaining or applying for multiple or duplicate membership accounts.

 

 

5. OTHER TERMS, CONDITIONS, AND NOTICES

 

5.1 No License. Except as expressly set forth in these Terms and Conditions, no license or ownership of any kind to any intellectual property is deemed granted, provided or transferred herein and each party retains all rights, title and interest in and to any intellectual property rights owned or held by them respectively, including without limitation, any patents, trademarks and copyrights. The Program (including the Program Portal and any related materials) are TP-Link’s intellectual property and are protected by law, including, without limitation, copyright, trademark, trade secret, and patent law, international treaty provisions and applicable laws of the country in which they are being used. TP-Link retains title and ownership of these items, the media on which they are recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. TP-Link reserves all rights not expressly granted in these Terms and Conditions. You agree to retain and reproduce in full any TP-Link copyright notices or other proprietary notices or disclaimers in all copies of the Program materials, or any portions thereof, reproduced by You for any reason and in any form.

 

5.2 No Endorsement; Third Party Materials. You acknowledge that TP-Link makes no claims on Your behalf as to the quality of products or services You offer. You will make no claims that TP-Link endorses Your products or services. To the extent that any information, material, or functionality in the Program is provided by third party content providers (“Third Party Materials”), TP-Link has no editorial control or responsibility over such Third Party Materials. Therefore, any opinions, statements, products, services or other Third Party Materials are those of the applicable third party. TP-Link does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party or represent or warrant that Your use of any Third Party Materials will not infringe rights of third parties not owned by or affiliated with TP-Link.

 

5.3 Privacy and Data Usage. Any personal data which You may provide when You participate in this Program will be used by TP-Link in accordance with its Privacy Policy, and if applicable, its subcontractors or service providers, for the purposes of this Program. In addition, TP-Link may collect aggregate usage data in connection with the Program; such data is associated with Your TP-Link Partner ID and online partner account profile and allows TP-Link to maintain security, monitor performance, and improve quality and features. In addition, TP-Link may monitor and collect data, including, without limitation, personal information, for TP-Link’s research, product development, and product improvement purposes. More information about the data protection policy please find at https://privacy.tp-link.com/web/official/privacy-policy?region=CH.

 

5.4 Code of Conduct. TP-Link is aware of its responsibility in the supply chain. As our valued Partner, You represent and warrant that You, Your personal and anyone acting on behalf of You, will at all times (a) refrain from directly or indirectly engaging in unethical and/or illegal conduct, including corruption, extortion, money laundering, tax evasion, fraud and embezzlement, Child and Young Person labor, forced labor, and (b) comply with all applicable international, national laws and local regulations concerning, including but not limited to, human rights, environmental protection, data protection, safety and health of working environment, working hours, salaries, freedom of association, anti-corruption, conflict of interest, IP rights protection.

 

5.5 Indemnification. You will indemnify TP-Link, its subsidiaries and affiliates, and its respective officers, agents, employees, partners, licensors and customers from any claim, demand, cost, expense, loss or damage, including, without limitation, reasonable attorneys’ fees, arising out of or related to (A) any breach of these Terms and Conditions by You (B) Your use or misuse of the Program Portal; (C) any alleged or actual violation of Your obligations of privacy to any third party; (D) any end user claim related to Your services or actions, including without limitation any co-branding; and (E) any claim related to Your agreement or relationship with an end user. You shall not, without TP-Link’s prior written consent, settle, compromise, or consent to the entry of any judgment or order that could impose any liability or obligation upon TP-Link. If TP-Link is threatened with suit or are sued by a third party, TP-Link may seek written assurances from You concerning Your promise to indemnify TP-Link, and any failure to provide such assurances will be considered to be a material breach of these Terms and Conditions. TP-Link has the right to control the defense of any claim, action, or matter subject to indemnification by You with counsel of its own choosing, and You will fully cooperate with TP-Link in the defense of any such claim, action, or matter.

 

5.6 Disclaimers. THE PROGRAM, PROGRAM PORTAL, PROGRAM BENEFITS AND PROGRAM MATERIALS, INCLUDING WITHOUT LIMITATION, ANY LICENSED ASSETS OR MATERIALS, INFORMATION, TEXT, GRAPHICS, LINK OR OTHER ITEMS CONTAINED ON THE WEBSITE ARE PROVIDED “AS-IS” AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH NO WARRANTY WHATSOEVER FROM TP-LINK AND ITS SUPPLIERS. TP-LINK DISCLAIMS ANY AND ALL WARRANTIES EXPRESSED, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, PROGRAM PORTAL, PROGRAM BENEFITS AND PROGRAM MATERIALS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NONINFRINGEMENT. IN ADDITION, TP-LINK DOES NOT WARRANT THE CONTINUOUS OR UNINTERRUPTED ACCESS TO THE PROGRAM PORTAL OR MATERIALS OR THE OPERATION, FUNCTIONALITY, OR AVAILABILITY OF THE PROGRAM PORTAL OR MATERIALS, OR THAT THE PROGRAM PORTAL OR MATERIALS WILL BE VIRUS FREE, OR THAT ANY DEFECTS IN THE PROGRAM PORTAL OR MATERIALS WILL BE CORRECTED. TP-LINK SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ANY ACTIONS RESULTING FROM YOUR USE OF AND PARTICIPATION IN the PROGRAM AND DOES NOT GUARANTEE ANY SALES OR REVENUE ASSOCIATED WITH YOUR PARTICIPATION IN THE PROGRAM OR USE OF PROGRAM BENEFITS.

 

5.7 Limitation of Liability. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL TP-LINK HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE ARISING FROM OR ASSOCIATED IN ANY WAY WITH THE PROGRAM, PROGRAM PORTAL, PROGRAM BENEFITS AND PROGRAM MATERIALS OR USE OF THE PROGRAM MATERIALS TO PURCHASE COMPONENTS, SOFTWARE AND/Or SERVICES FROM PARTICIPATING SELLERS ON Or THROUGH THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Any liability for slight negligence and for auxiliary personnel (art. 101 Code of Obligations) is entirely excluded.

 

6. GENERAL PROVISIONS

 

6.1 Partner and Agency Disclaimer. You acknowledge that the use of the word “Partner” is a commonly used term in the technology industry to designate a marketing relationship between otherwise unaffiliated companies and is used herein in accordance with this common usage. These Terms and Conditions, and the use of the word “Partner” herein, will not be deemed to nor is it intended to create a partnership, agency, distribution, joint venture or other similar arrangement between the parties, and the employees, agents, and representatives of one party will not be deemed to be employees, agents, or representatives of the other. Each party will be deemed to be an independent contractor and will have no authority to bind the other party.

 

6.2 Assignment. Your membership in the Program and any rights or benefits provided under the Program are not transferable or assignable whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of Your business or assets or otherwise, either voluntarily, by operation of law, or otherwise, without the prior written consent of TP-Link, which TP-Link may give or withhold at its sole discretion. Any such purported assignment or transfer will be deemed a material breach of these Terms and Conditions and will be null and void. TP-Link may assign or delegate its rights and/or obligations, in part or in whole, under these Terms and Conditions to any of its affiliates or any third-party.

 

6.3 Waiver. TP-Link’s failure to enforce any of these Terms and Conditions will not constitute a waiver of such terms, nor affect their enforceability. A waiver with reference to a particular event shall not be construed as a continuing waiver of any right or remedy as to a subsequent event.

 

6.4 Compliance with Laws. You will comply, at Your own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department, or agency, applicable to the performance of Your obligations under the Program and these Terms and Conditions.

 

6.5 Enforcement. You consent and agree that TP-Link may monitor or audit Your use of the Program Portal. You agree to cooperate with any monitoring or audit, and You will not interfere with or otherwise attempt to block any monitoring or audit. TP-Link reserves the right to investigate and take appropriate action, including, without limitation, legal action, in our sole discretion, against anyone who violates these Terms and Conditions.

 

6.6 Remedies. Notwithstanding any other provisions of these Terms and Conditions, breach of these Terms and Conditions by You may cause TP-Link irreparable damage for which recovery of money damages will be inadequate, and, TP-Link will be entitled to seek timely injunctive relief to protect its rights under these Terms and Conditions in addition to seeking any and all remedies available at law.

 

6.7 Anti-Corruption. You represent and warrant that You will comply with all applicable anti-corruption laws in Your jurisdiction. Without limiting the foregoing, You represent and warrant that You, and Your employees, agents, and representatives have not and will not, directly or indirectly, offer, pay, give promise, or authorize the payment of any money, gift or anything of value to: (i) any officer, employee or person acting in an official capacity for any government department, agency or instrumentality, including state-owned or -controlled companies, and public international organizations, as well as a political party or official thereof or candidate for political office (“Government Official”), or (ii) any person You know or have reason to know that all or a portion of such money, gift, or thing of value, will be offered, paid or given, directly or indirectly, to any Government Official, for the purpose of: (1) improperly influencing an act or decision of the Government Official in his or her official capacity; (2) improperly inducing the Government Official to do or to omit to do any act in violation of the lawful duty of such official; (3) securing an improper advantage; or (4) improperly inducing the Government Official to use his influence to affect or influence any act or decision of a government or instrumentality, in order to assist TP-Link or any of its affiliates in obtaining or retaining business. TP-Link will terminate this agreement immediately for cause if it reasonably believes that You have violated any Anti-Corruption law or regulation in Your jurisdiction.

 

6.8 No Exclusivity. No benefits or services offered under the Program are conditioned on any exclusivity or market share commitment. Furthermore, nothing in these Terms and Conditions will prevent either party from entering into similar arrangements with third parties.

 

6.9 Tax. The determination and payment of any tax liability triggered by any financial incentive provided by TP-Link to You under the Program will be Your sole responsibility.

 

6.10 Severability. If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the parties agree for the court to sever and delete such provision from these Terms and Conditions. Any change or deletion of a provision of these Terms and Conditions will not affect the validity or enforceability of the remainder of these Terms and Conditions which will continue in full force and effect.

 

6.11 Non-reliance. Neither party has relied on any statements or representations made by the other in connection with these Terms and Conditions, which are not set out in these Terms and Conditions. Any contrary or conflicting term is hereby rejected.

 

6.12 Governing Law and Jurisdiction. The validity, interpretation, and enforcement of this Agreement shall be governed by the substantive laws of Switzerland, without giving effect to principles of conflicts of laws and the provisions of the Vienna Sales Convention. The Court at the domicile of TP-Link in Switzerland shall have the exclusive jurisdiction to hear all disputes arising out of or in connection with these Terms and Conditions.

 

6.13 Amendment. TP-Link may revise these Terms and Conditions at any time by amending this page. You are expected to check this page from time to time to take notice of any changes TP-Link has made, as they are binding on You. Some of the provisions contained in these Terms and Conditions may also be superseded by provisions or notices published elsewhere on the Program Portal.

 

6.14 Entire Agreement. These Terms and Conditions and the other terms expressly identified in these Terms and Conditions contain the entire understanding between You and TP-Link with respect to the Program and merge and supersede all prior and contemporaneous proposals, agreements, understandings, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. Nothing in these Terms and Conditions shall affect the rights and obligations of either party under any other agreement existing between You and TP-Link so long as such agreement is in force.

 

6.15 Violations. If You become aware of a breach of any part of these Terms and Conditions, You shall take immediate action to remedy such violation, including notifying TP-Link of such violation at the address set forth below.

 

6.16 Contact. If You have any concerns about the Program or have questions, comments and requests regarding these Terms and Conditions, please contact: sales.ch@tp-link.com.

 

 

Appendix A: TP-Link Not-For-Resale Application Terms and Conditions

 

These Not-For-Resale Application additional terms and conditions (“NFR Application Terms and Conditions”) form a part of and are governed by the Terms and Conditions. Capitalized terms not otherwise defined in these NFR Application Terms and Conditions will have the meaning ascribed to them in the Terms and Conditions. In the event of a conflict between the Terms and Conditions and these NFR Application Terms and Conditions regarding the subject matter of these NFR Application Term and Conditions, these NFR Application Terms and Conditions will supersede and govern to the extent of such conflict.

 

1. Rules of Eligibility
1.1 Participants. Eligible for the NFR Application in the Territory are Partners, but also entities interested in becoming Partner. If You wish to access the NFR Application via the Partner Portal, You must first register with the Partner Portal. The NFR Application can also be completed outside of the Partner Portal. You are not obligated to participate in NFR Application to become or remain a member of the Program. TP-Link reserves the right to disqualify You from participation in the Program and invalidate Your access to the NFR Application for abuse, fraud, or any violation of the Terms and Conditions. TP-Link may make such a determination in its sole discretion.
1.2 Products. TP-Link, in its sole discretion, designates specific TP-Link hardware and software products as eligible for the NFR Application (“Select SKUs”). A complete list of Select SKUs is available for reference on Partner Portal, which can be modified by TP-Link from time to time.

 

2. Discount Rate
TP-Link provides discount to You as part of the NFR Application, applicable for all three tiers of partner memberships. For the specific discount percentage, please visit the following site: https://partner.tp-link.com/ch/

 

3. Demo Equipment Requirements
3.1 You may purchase LIMITED Quantity of each Select SKU per TP-Link Partner ID; in Switzerland You are entitled to purchase one Omada NFR-Kit and one VIGI NFR-Kit per year. The NFR Application does not apply to any products that exceed these quantitative restrictions, and any such application will be rejected. TP-Link reserves the right to change quantities and products at any time at its sole discretion. Exceptions to the above limited quantities may apply based on the specific needs of the Partner and end customers. It is at the sole discretion of TP-Link to approve any NFR request.
3.2 Resale of Demo units is strictly prohibited.

 

4. Applications and Fulfillment
4.1 Applications. You may place a discount Demo purchase order on the Partner Portal’s “Demo Application” page.
4.2 Fulfillment. Demo equipment may be fulfilled via Authorized Distributors. You should designate an Authorized Distributor when You submit Your NFR Application purchase order. Once You have successfully submitted an eligible NFR Application purchase order, a Discount Demo Promo Code will be provided to You via Authorized Distributor. You must contact the designated Authorized Distributor to place Your order and the purchased NFR Application equipment will be delivered to You by the designated Authorized Distributor.

 

5. Other terms, conditions, and notices

5.1 TP-Link reserves the right to audit or request additional information from You to ensure that You are complying with the NFR Application Terms and Conditions.

5.2 TP-Link reserves the right to amend, modify, suspend, cancel or terminate the NFR Application at any time without notice. The decisions of TP-Link are final and binding in all matters relating to the NFR Application.

5.3 TP-Link reserves the right to terminate Your participation in the NFR Application should You (i) breach these NFR Application Terms and Conditions, (ii) breach the Terms and Conditions, (iii) failure to satisfy the eligibility requirements for the NFR Application.

 

Appendix B: TP-Link Deal Registration Program Terms and Conditions

 

1. Participant Eligibility. For purposes of these Deal Registration Program Terms and Conditions (“DR Terms and Conditions”), a Partner that is a “TP-Link Reseller” OR a "TP-Link Distributor" shall receive the benefits of and be treated as a Registered Partner. “TP-Link Reseller” means an entity with whom TP-Link has entered into a separate, written reseller agreement, whereby "TP-Link Reseller" agrees to be bound by and comply with the terms of the TP-Link Partner Program AND such Partner is verified eligible to purchase TP-Link products from Authorized Distibutors for resale to end-users in the Territory.

 

2. Deal Registration Minimum Deal Size. Minimum Swiss francs 2’500 for TP-Link products.

 

3. Deal Registration Approval Period. Deals are generally approved/rejected within two business days of submission.

 

4. Additional Terms and Conditions

4.1 The deal is not registered by another Partner;

4.2 The aggregate size of the deal meets the Minimum Deal Size set forth above. Aggregate deal size is determined before any taxes, shipping, handling, or other fees are applied. Only TP-Link Omada and VIGI products and services are included in determining deal size - third-party products and services are not included in such determinations;

4.3 Before registering a deal, the Partner has made significant pre-sales efforts related to such deal, such as but not limited to meeting with the end-user’s decision-makers, qualifying the deal, helping the end-user to quantify the project budget with TP-Link products or services, and helping the end-user to define the project requirements to include TP-Link products or services. Partners must include a description of such efforts in the Justification Statement in the deal registration application. In addition, Partners must document such efforts, including proof of date and time, to be provided to TP-Link on request;

4.4 Deal eligibility will be measured and qualified by the Partner’s skills to deliver the specified solution, demonstrated, among other factors, through previous engagements, industry recognized certifications, or the specialization profile of the Partner. The Partner must provide sufficient information when registering the deal to allow TP-Link to determine if the Partner is well positioned to service the deal and in order to assist TP-Link in determining, in its sole and absolute discretion, whether to approve the deal registration.

5. Deal Registration Process

5.1 Partner should register the opportunity by completing the Deal Registration form with the following: Partner information (such as company name, address and contact), end user information (such as company name, address and contact), Project information (such as description, size, etc.), Products information (TP-Link Omada products by SKU).

5.2 The first Partner to submit a deal that meets all of the deal registration criteria specified above, as determined by TP-Link in its sole discretion, will receive an approved deal registration for that deal.

5.3 If a deal is approved, TP-Link will notify the Partner by e-mail. TP-Link strives to notify Partners of its decision within 48 hours.

5.4 Deals are generally approved/rejected within two business days of submission.

6. Exceptions. Notwithstanding details outlined above, TP-Link may, at its discretion, deny, remove, rescind, suspend, or terminate any deal and/or registration access in the following scenarios:

a. If the Partner is not actively working the deal or has been inattentive to the end-user’s needs (for example, by failing to respond to the end-user’s or TP-Link’s communications);

b. If the Partner does not lead with or quote the TP-Link products or services identified in its registration form;

c. If TP-Link is under a legal or contractual obligation to quote or bid on the deal, or if failure to quote or bid on the deal could subject TP-Link to legal liability (as determined by TP-Link);

d. If the Partner is not able to fulfill the deal or provide support for the end-user (for example, by failing to have sufficient credit available for the deal, if the end-user refuses to work with the Partner, or, with respect to public entities or authorities deals, if the Partner doesn’t possess the required security clearances);

e. If the end-user chooses to fulfill its bid requirements under a contract vehicle which is not held by the registering Partner, or in a manner that prevents the registering Partner from being able to fulfill such requirements;

f. If the Partner’s account has been placed on hold by TP-Link or Partner has been late in paying invoices;

g. If it is determined that a deal is already registered to another Partner;

h. If the Partner (a) is in breach of the applicable TP-Link Program Terms and Conditions for the region in which it is located, or (b) has engaged in any activity that impairs the integrity of the Partner Program as determined by TP-Link; or

i. For any other reason as TP-Link shall determine in its sole discretion.

 

7. Disputes. Partners must submit any disputes, whether with TP-Link or another Partner, arising from or related to TP-Link’s Deal Registration Program (the “DR Program”) to their TP-Link Account Manager or sales.ch@tp-link.com, including a written description of all issues and alleged harm, prior to commencing any formal dispute-resolution procedure. Any applicable dispute-resolution provisions in the applicable TP-Link Program Terms and Conditions, shall apply. In no event shall TP-Link’s liability be higher than those set forth in the Remedy section below.

 

8. Remedy. In the event that a TP-Link sales representative knowingly violates the terms of these DR Terms and Conditions in connection with a deal, the TP-Link sales representative will be subject to forfeiture of his or her commission for that one deal. Partner’s remedy and TP-Link liability shall be limited to any amount set forth in the Terms and Conditions. Notwithstanding the above, if the Partner failed to comply with these DR Terms and Conditions, then the Partner shall not be entitled to any remedy.

 

9. Miscellaneous. At any time, TP-Link may audit any Partner’s deals and deal registrations for compliance including, but not limited to, verification of any reports, documents, or supporting information submitted in connection with Partner’s registrations. TP-Link may deny any deal or registration that it believes does not conform to these DR Terms and Conditions or the applicable TP-Link Program Terms and Conditions for the region in which Partner is located. TP-Link may, without prior notice, immediately suspend or terminate Partner’s participation in the TP-Link Program if Partner submitted deal registration information that is inaccurate, incomplete, fraudulent, or if the deal registration information causes damage, embarrassment, or adverse publicity to TP-Link. TP-Link’s records and systems shall be authoritative and conclusive for purposes of approving deal registrations and for administering the DR Program. TP-Link reserves the right to interpret these DR Terms and Conditions and approval or rejection of a deal registration submission at its sole discretion. TP-Link’s decision will be non-negotiable and final. TP-Link does not guarantee the success or closure of any deal registration approved under the DR Program. The benefits of the DR Program cannot be combined with any other benefits, promotions, or offers. TP-Link reserves the right to modify, supersede, or eliminate all or any of these DR Terms and Conditions or to terminate the DR Program, in whole or in part, without notice. TP-Link will not take any submitted deals direct.