1.Purpose

These terms and conditions (the “Terms”) describe the benefits, criteria, conditions, requirements and rules of membership and participation in the Dell Experts Network (the "Network"). The Network is administered and managed in Australia by Dell Australia Pty Limited of Level 4, 207 Pacific Highway, St Leonards NSW 2065, Australia (“Dell”). By registering and participating in the Network, you agree to these Terms, which may be updated from time to time without prior notice. Dell reserves the right to modify or discontinue the Network at any time and for any reason.

2.Network Overview

The Dell Experts Network was created to reward and educate IT Consultants and Service Providers (“Network Members”) who refer their customers to Dell or purchase from Dell directly, in their own name. Network Members are eligible for rewards on qualifying purchases and have access to dedicated sales support on Dell technology, products and services. These Terms apply to all Network Members who participate in the Network in Australia.

3.Eligibility and Participation Requirements

The Dell Experts Network and associated benefits are available only to individuals who meet the criteria for Network membership as defined by Dell in its sole discretion. To qualify for the Network and Network benefits as a Network Member, you must be an individual professional who provides information technology consultancy services to individuals or legal entities in the private sector with up to ninety-nine (99) employees (“Small Business Customers”). To participate, you must accept these Dell Expert Network Membership Terms. If you meet the Network requirements, Dell will enroll you in the Network and you will receive a welcome email confirming your acceptance to the Network.

The following categories are ineligible for Network membership:

• 1.Employees of companies participating in the Dell Technologies Partner Program or any other Dell resale program
• 2.Employees working in the IT department of public or private companies, unless you provide consulting services to other Small Business Customers on an autonomous, individual basis. In this case, you will not receive Network benefits on purchases made by or on behalf of your employer
• 3.Companies engaged primarily in the resale of IT products, including but not limited to those who intend to resell equipment to or for public entities

If Dell determines that you fall into one of the above categories or that you have otherwise violated these Terms, your Network membership may be immediately terminated, and you will not receive any benefits or Rewards related to the Network. In the event that Dell cancels your membership due to a violation of these terms or other actual or reasonably suspected misconduct, Dell reserves the right to invalidate any Rewards earned prior to termination.

4.Network Rewards

If you are accepted into the Dell Expert Network, and for as long as you remain eligible for Network participation, you will receive three percent (3%) in rewards in local currency dollar value (“Rewards” or “Network Rewards”) for every qualifying purchase that you place with Dell, calculated against the total invoice price (inclusive of GST). Your Rewards total will be communicated to you by your DEN Account Manager once per quarter. Rewards will be valid for a period of two (2) years, and you must contact your DEN Account Manager within this time to have your rewards issued. Rewards coupon will expire ninety (90) days from the date of issue. Those Rewards may be used toward the purchase of subsequent Offline and Online purchases directly from Dell.

Rewards are subject to a quarterly cap, as described below. The cap is determined by Dell in its sole discretion and may vary from quarter to quarter.

Rewards will not be issued for purchases for which Dell does not receive timely payment, or that are returned for a refund. Rewards earned as part of the Dell Expert Network are separate and in addition to any rewards earned by the Network Member on its own purchases as a member of any other Australia applicable Dell loyalty or rewards program.

Rewards will be rounded down to the nearest dollar where there is a partial value, e.g., a Network Member will earn and receive 3% in rewards in a qualifying purchase of AUD ($2,395), which would be converted to 71.85 Rewards, however the Network Member will receive 72 Rewards after the value will be rounded up or down to nearest whole number.

• a.Qualifying Purchases
  A qualifying purchase shall be a purchase which is made via the following purchase options:
  • I. An order placed by you, in your own name, with your DEN Account Manager
  • II. An order placed by you, in your own name, via www.dell.com.au using a unique DEN coupon code
  • III. An order placed directly by your verified and linked Small Business Customer via a DEN Account Manager
  • IV. Your Small Business Customer must provide your details to the DEN Account Manager
  • V. An order placed directly by your verified and linked Small Business Customer via www.dell.com.au using your unique DEN coupon code.

• b.Rewards Cap

Rewards are also subject to a quarterly rewards cap of fifteen thousand points (15,000/ AUD ($15,000) (1 point = $1 local currency) (the “Rewards Cap”). Once the cap is met, your remaining purchases during the quarter will not be eligible for Network Rewards. Dell reserves the right to change this Rewards Cap at any time. In the event that the Rewards Cap is modified, these Terms will be updated and notice will be provided to existing Network members with effect in thirty (30) days.

Subject to the Rewards Cap and to Dell having both invoiced and received payment from your Small Business Customer for the relevant qualifying purchase, Rewards will be communicated to you once per quarter, and will be issued to you upon demand.

Dell Fiscal Calendar:
The fiscal quarters shall be three (3) month periods being February 1 of each year (Feb, Mar and Apr = Q1, May, Jun and Jul = Q2, Aug, Sept and Oct = Q3, Nov, Dec and Jan = Q4).

• c.Redemption of Rewards against a purchase
  

  When you wish to make a purchase redeeming your Rewards, please contact your DEN Account Manager. Reward coupons are issued at a minimum of 50 points/AUD ($50) (1 point = $1 local currency) in local currency and can be redeemed online or offline via your DEN Account Manager. The basket value must be greater than AUD ($50) in local currency to use your Rewards. You need to pay the difference through normal Dell payment methods. Rewards may not be used in conjunction with other Dell promotional coupons. You are entitled to redeem your Rewards against the Dell promotional price.

5.Additional Network Benefits

In addition to being eligible for Rewards, Network Members may receive complimentary access to courses on Dell products and services, courses from Dell Partners, and will have the assistance of a dedicated account manager who will serve as a single point of contact regarding Network membership and rewards. Network Members may also be provided additional advantages from time to time, such as participation in events, campaigns, access to the Dell Solutions Center and special offers.

6.New Network Member Referrals

You may recommend membership of the Network to other IT consultants and service providers. If such recommendation results in a new member being successfully accepted into the Network, you will receive a coupon to the value of AUD ($150) in local currency, which you can use for purchases on www.dell.com.au (excluding Dell Outlet store). The coupon will be sent to you via email and will be valid for a period of ninety (90) days from the date of issue. In order to qualify for the coupon, you must send an email to Dell_Experts_ANZ@Dell.com with the potential new member copied-in, stating that you are referring a potential new member who may wish to become a member of the Network. Coupon terms and conditions apply.

7.General Network Rules and Restrictions

• a.You shall not purchase Dell products for resale.
• b.Network benefits and the Rewards Cap may be changed at any time by Dell without any prior notice. Any changes to the Network or Rewards Cap will be published on the Network home page and will be communicated to you at the end of the relevant quarter in which such changes were made. Changes will be applicable from the following quarter.
• c.The Dell Experts Network may be modified, suspended, cancelled or terminated by Dell at its sole discretion at any time and for any reason. In the event the Network is cancelled or terminated, IT Consultants who present sufficient Rewards for redemption of any Coupons may forward the request by email to the Dell Expert Network team within 15 days after the termination date of the Network.
• d.Dell reserves the right in its sole discretion to reverse or cancel any Rewards or coupons if: (a) any qualifying purchase is not properly executed or is fraudulent or invalid for any reason; or (b) any Rewards or coupons are acquired fraudulently, corruptly or illegally.
• e.You are solely responsible for compliance with all applicable laws, rules and regulations with respect to products, services, or solutions you provide or refer to Small Business Customers.
• f.You agree that you will not share (with your Small Business Customers or other third parties), publish, submit or post any blog, social media post, tweet, text, photograph, video, music, audio/sound recording, artwork or other content, material or information (collectively, the “Material”) that:
• i.Violates or infringes any rights of any other party, including but not limited to copyright, trademark, privacy, publicity or any other intellectual property rights
• ii.Contains material that is inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous
• iii.Contains material that is unlawful, in violation of or contrary to the laws or regulations of any jurisdiction where the Material is created
• iv.Contains information that you know or reasonably should know to be false, inaccurate or misleading
• v.Makes any claims about Dell or Dell products that would require substantiation, other than as provided and approved by Dell
• vi.Contains content that is, or may reasonably be considered to be, hate speech, or promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age
• vii.Contains material or content for which you have been compensated or appear to have been compensated or granted any consideration by any third party
• viii.Disparages Dell or any other person or party; or
• ix.Contains material not consistent with the image and values of Dell.

8.Licenses

Dell agrees to grant the Network Member a limited, revocable, non-assignable, non-sublicensable, royalty free, non-exclusive license to use its name, logo, and trade and service marks (the “Dell Marks”) for the purpose of accurately identifying the Dell Products and related services and describing the Dell Experts Network to Small Business Customers in accordance with these Terms. Network Member must obtain prior written approval from Dell for all uses of Dell’s Marks. The Network Member agrees to preserve and respect the value and integrity of the Dell logo and any other Dell trademarks, and comply with all Dell brand, trademark and logo guidelines. The Network Member shall change or correct, at its’ expense, any material or activity that Dell decides is inaccurate, objectionable, misleading, or a misuse of the Dell Marks. Except as provided herein, the Network Member shall not register or use any domain name or business name containing or confusingly similar to any Dell name or mark. Network Member acknowledges and agrees that it shall have no rights whatsoever in any of the Dell Marks other than the rights set forth in these Terms. Nothing in these Terms or otherwise will be deemed to grant to the Network Member an ownership interest in the intellectual property rights in Dell Marks, Products or services, in whole or in part.

9.Limitation of Liability

In no event shall Dell be liable or responsible to a Network Member for any incidental, indirect, special, or consequential damages whatsoever, even if Dell has been advised, knew of, or should have known of the possibility thereof, to the maximum extent permitted by law. In no event is Dell liable for lost income, revenue, or profits, loss of business opportunity, loss of good will or reputation, lost or corrupted data or software, business interruption, or procurement of third-party products or services, to the fullest extent permitted by law. Dell’s total liability under this agreement shall not exceed the amount of the Rewards paid by Dell in respect of qualifying purchases placed by the Network Member during the twelve (12) months preceding any claim.

10.Indemnification

You will indemnify, defend, and hold Dell harmless from any third-party claim arising from or related to (i) your representations, warranties or omissions; (ii) alleged or actual negligence or violation of applicable law; or (iii) death, bodily injury, or property damage to a third-party actually or allegedly caused in whole or in part by your actions or omissions. You will not settle any claim under this section without Dell's prior written consent, such consent not to be unreasonably withheld.

11.Miscellaneous

• a.Dell’s failure to enforce a right does not mean that Dell has waived that right.
• b.Dell may assign its rights under these Terms, but you may not do so.
• c.These Terms comprise the entire agreement between Dell and you about your participation in the Network.
• d.Dell will not be liable or responsible for any lost or misdirected Rewards or coupons due to circumstances beyond its reasonable control, including due to technical failure or otherwise, or any delays or failures in any telecommunications services or equipment.
• e.You represent and warrant to Dell that you will not disparage Dell or make false or misleading representations in relation to the Network or Dell’s products or services or do anything else which is likely to bring the reputation or good standing of Dell or its products, services or business into disrepute.

12.Confidentiality

Information exchanged in connection with the Network that is not generally known to the public, whether or not it is expressly designated as confidential or which, due to the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential (“Confidential Information”), may only be disclosed to an associate of a [Member] on a “need-to-know” basis and shall be reasonably protected against disclosure to third parties. The receiving party shall be liable to the disclosing party for disclosures by its or its personnel, associates or advisors.   The Parties’ obligations to protect Confidential Information shall survive the expiration or earlier termination of these Terms for three years.

13.Data Privacy

Dell and its agencies may collect personal information about the IT Consultant, such as a representative’s name, email address, postal address and telephone number, for the purposes of administering, conducting and managing the Program, and may for this purpose, disclose such information to service providers, suppliers and, as required, regulatory authorities. Dell may also use and handle personal information in accordance with its Privacy Policy, a copy of which is available at www.dell.com.au as appropriate. Registration and participation in the Program is conditional on the IT Consultant providing any personal information requested. The IT Consultant agrees that by registering and participating in the Program, Dell may send, directly or via third parties, including its agencies and partners, marketing communications relating to Dell, the Program, and its products and services. The IT Consultant may opt-out from receiving such communications via the unsubscribe function included in the email. Any request to access, update or correct personal information Dell may hold, should be directed to privacy@dell.com. The Privacy Policy also contains information on how an IT Consultant may complain about a breach of the Australian Privacy Principles or any other applicable law and how those complaints will be dealt with.

14.Governing Law; Dispute Resolution

These Terms shall be governed by the laws of New South Wales as appropriate. To the extent permitted by law, the courts of New South Wales as appropriate will have exclusive jurisdiction over any disputes arising out of or in connection with these Terms, the Network and your access to and participation in the Network.