Legal Terms Partners

RESELLER REVENUE SHARE PROGRAMME TERMS & CONDITIONS

WHEREAS:

(1) These Terms & Conditions apply to participants in the BullGuard® Reseller Revenue Share Programme who have been nominated by a distributor (the "Programme"). The Programme provides certain resellers who generated the initial sale of a licence of a named BullGuard product a share of any revenue received by BullGuard from the renewal of that licence in accordance with these Terms & Conditions.

(2) In these Terms & Conditions, , "we", "us", "our" and "BullGuard" means BullGuard Limited a company registered in England under number 04392368 whose registered office is Tower 42, 25 Old Broad Street, London, EC2N 1HN, United Kingdom.

(3) In these Terms & Conditions, "Reseller", "you" and "your" means the individual or organisation that is enrolling as a participant in the Programme and who will accept these Terms & Conditions upon joining the same.

(4) By accepting these Terms & Conditions you agree:

(a) that these Terms & Conditions shall supersede any prior agreements or arrangements (whether written or oral) in relation to the BullGuard® Reseller Revenue Share Programme;
(b) to be bound by them ;and
(c) that you shall enter into a binding agreement with us (the "Agreement").

1. Definitions and Interpretation

1.1 In these Terms & Conditions the following terms shall have the following meanings:

"Activation"

means activation of a Product by the purchaser;

"Business Day"

means any working day that is not a bank or public holiday;

"Commencement Date"

means the date on which you login to your reseller account for the first time and accept these Terms and Conditions;

"Confidential Information"

means all confidential information, including business, technical, financial, client, supplier or other information, created or exchanged between the Parties in the course of fulfilling their obligations under the Agreement;

"Current Term"

means the term that the Parties may be in at any given time being the Initial Term or any Renewal Term;

"Distributor"

means the BullGuard distributor who has nominated the Reseller as a participant in the Programme;

"Intellectual Property Rights" (“IPRs”)

means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

"Online Order"

a Product licence renewal made during the Term through BullGuard's online shop at www.bullguard.com, by a BullGuard customer for any Product where the initial sale of such Product was made by you to that customer;

"Parties"

means BullGuard and the Reseller;

"Product"

means the range of products manufactured by or for BullGuard as updated from time to time;

"Registered Email Address"

means (as applicable) the email address of BullGuard as provided in the Reseller Lounge or the email address of the Reseller as provided in your Registration Data;

"Registration Data"

means the information about the Reseller provided by the Distributor to BullGuard and used by BullGuard to register the Reseller for enrolment in the Programme;

"Reseller Lounge"

means BullGuard’s webportal for resellers at www.bullguard.com/rl

"Revenue Share"

a percentage of the net purchase price (excluding VAT and all transaction costs) of each Online Order;

"Term"

means the Initial Term and any Renewal Term(s)

"Revenue Share Invoice"

means a Reseller invoice sent by the Reseller to BullGuard to request payment of the Reseller’s accrued Revenue Share;

"Trade Marks"

means the trademarks used by BullGuard on or in relation to the Products, including BullGuard’s logo, at any time during this Agreement;

2. Enrolment in the Programme

2.1 When you have purchased ten (10) licences for Products, and subject to your acceptance of these Terms & Conditions, BullGuard shall enrol you in the Programme.

2.2 You must achieve a minimum of 60 Product Activations measured over the twelve (12) month period of the Initial Term or any Renewal Term. In the event that you do not achieve the minimum number of 60 Product Activations as measured over the twelve (12) month period of the Initial Term or any Renewal Term, this Agreement shall terminate immediately and you will no longer be enrolled in the Programme.

2.3. On enrolment onto the Programme you agree to review the Registration Data and to inform BullGuard of any updates or amendments required. You agree to inform us promptly of any changes in your Registration Data.

3. BullGuard / Reseller Relationship

3.1 Nothing in these Terms & Conditions shall constitute, or be deemed to create, a partnership between the Parties; nor, except as expressly provided, shall it designate, or be deemed to designate, any Party the agent of any other Party for any purpose.

4. Display of BullGuard Information

4.1 The Reseller is free to display BullGuard pricing information relating to Product licence renewals. It is your responsibility to keep such information up-to-date through your own efforts; we will not provide pricing information updates to you but these can be found on our website.

4.2 We reserve the right to alter Product licence renewal pricing at any time in accordance with our own policies.

5. Reseller Sales Reporting

5.1 We endeavour to track the following elements of all Product licence renewals:
5.1.1 origin;
5.1.2 volume; and
5.1.3 revenue generated.

5.2 Reports for Product licence sales and renewals are available in the Reseller Lounge. We reserve the right to alter the form and content of such reports without notice, and give no guarantee that information relating to any sales or renewals will always be available.

6. Trade Marks

6.1 Upon your enrolment onto the Programme, we shall grant to you a non-exclusive, non-transferrable, royalty free licence to use our Trade Marks and any copyrighted descriptions of the Products for the purposes only of exercising your rights and performing your obligations under this Agreement, for the Term.

6.2 You must obtain our prior written consent to use our Trade Marks for any purpose other than as set out in clause 6.1.

6.3 By accepting these Terms & Conditions you hereby agree that:
6.3.1 our Trade Marks shall remain the property of BullGuard Limited unless and until we assign those marks to a third party;
6.3.2 nothing in these Terms & Conditions shall be deemed to confer any ownership rights in our Trade Marks on you;
6.3.3 you shall not contest the validity of our Trade Marks;
6.3.4 you shall not market and sell the Products in association with any other trade mark, brand or trade name, except as permitted in the guidelines provided under clause 6.4.

6.4 You will only use the Trade Marks in strict conformity with BullGuard's guidelines for trademark usage, as adopted by BullGuard from time to time. The current version may be found at https://www.bullguard.com/press/product-images.aspx.

6.5 You may link to BullGuard's website at www.bullguard.com from the website which is owned by you and used in relation to the sale of the Products subject to the acceptance of the following terms:
6.5.1 BullGuard reserves the right on demand, as it in its discretion thinks fit, to direct you to remove any links to its website, or its name and logo, from your site.
6.5.2 You will comply with any direction that BullGuard may give in relation to the placing of its name, logo and links on your website.
6.5.3 Without prejudice to BullGuard's authority and discretion under 6.5.1 or 6.5.2 above, you will not link to BullGuard's website, or refer to the BullGuard name and logo, from any website which is indecent or inappropriate, or in any other way incompatible with BullGuard’s reputation.

7. Intellectual Property

7.1 Unless otherwise expressly indicated, we are the sole and exclusive owner or licensee of all Intellectual Property Rights in our website, the material published on it, our Products, any Product images and descriptions and any supporting documentation. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

8. Reseller Warranties and Indemnity

8.1 In accepting these Terms & Conditions you hereby warrant and acknowledge that: 8.1.1 All necessary authorities, consents and approvals have been obtained in respect of your obligations under these Terms & Conditions and will remain valid and effective throughout the Term;
8.1.2 Your obligations under these Terms & Conditions shall constitute legal, valid and binding obligations on you. Such obligations shall be direct, unconditional and general obligations;
8.1.3 You will not refer to us in any way in any unsolicited bulk email campaigns or other spamming practices that you may conduct; and
8.1.4 You understand that we may modify these terms and conditions by providing you with 60 days' notice of such modification.

8.2 You agree that you will sell Products in conformity with the licence for such Products. Thus, for example, softbox products will only be sold in original packaging to persons or companies that intend to bundle the product with a computer system. A computer system is a device on which our software can be installed such as a desktop computer, laptop, notebook, tablet or Smartphone. ESD licence keys must only be used for pre-install applications in computer systems. They cannot and must not be sold as stand-alone Product.

9. Revenue Share

9.1 During the Term, subject to the provisions of clause 2 being met, and subject also to the remaining provisions of this clause 9, you shall be entitled to the Revenue Share. The relevant percentage for the Revenue Share shall be advised to you by BullGuard annually in advance at the start of the Current Term and may be changed by BullGuard at any time on 60 days prior written notice to you.

9.2 We track traffic to the BullGuard online shop, to correctly assign Revenue Share to partners. By default, the partners who generated the initial sale to the user are assigned the rights of “distributor” or “reseller” on an Online Order subject to the following.
9.2.1 if an existing BullGuard customer arrives at the BullGuard online shop with tracking from a reseller who has no connection with you the “last touch” principle will apply and the Revenue Share shall be assigned to the new reseller and/or distributor of that customer;
9.2.2 you shall NOT be entitled to any Revenue Share for an Online Order made by any customer who has allowed their existing subscription to lapse for a period in excess of 30 days before entering into a new subscription.

9.3 At the end of each calendar quarter we shall calculate the Revenue Share payable to you for that calendar quarter (“Calculation”) and send the Calculation to you at the email address provided in your Registration Data. Upon receipt of the Calculation, subject to clause 9.4 you can decide whether to withdraw or accrue the accumulated funds. Should you wish to withdraw your funds from your Revenue Share account, you will need to issue a Revenue Share Invoice to us. We shall pay the Revenue Share for that calendar quarter to you within 45 days of receipt.

9.4 You can only claim the full amount of Revenue Share shown in the Calculation and may not claim any Revenue Share until the amount is over £100.

9.5 In the event that the Revenue Share Invoice does not match the Calculation, we shall be entitled to withhold payment until a correct invoice is provided by you.

9.6 Any Revenue Share entitlement under this clause 9 will cease upon termination of this Agreement, but (subject to clause 9.7) without prejudice to any such payments which have accrued (but not yet been paid) up to the date of termination save that if the Revenue Share as at termination is less than £100 it shall not be payable.

9.7 Without prejudice to clause 2.3, in the event there are no Activations of any Products purchased by you within any six (6) month period during the term of this Agreement, this Agreement shall terminate immediately and you will no longer be enrolled in the Programme. In the event any Revenue Share accrued up to the date of such termination is not claimed within 30 days of such termination, then upon the expiry of such 30 day period, all entitlement to any accrued but unpaid Revenue Share shall also cease and be no longer payable. Notwithstanding the above, in the event, there is any subsequent Activation of any Products purchased by you, then your entitlement to thereafter participate in the Programme shall recommence provided that (a) you meet the conditions set out in clause 2, and (b) the provisions of this clause 9.7 shall equally apply in relation to such renewed participation.

10. Disclaimers

10.1 We make no warranty or representation that our website, the Programme, or any Products sold through the Programme will meet your requirements or those of your customers, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, that they will be secure and that all information provided will be accurate.

10.2 We make no guarantee of any specific results from the use of our website or from enrolment in the Programme.

10.3 We make no guarantee that our website shall remain functional and accessible to all users of the internet.

11. Liability

11.1 Subject to clause 11.3, we shall not be liable to you for any indirect or consequential loss that you may suffer even if such loss is reasonably foreseeable or if we have been advised of the possibility of such loss being incurred.

11.2 Subject to clause 11.3, our entire liability to you in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement shall be limited to £100.

11.3 Nothing in these Terms & Conditions limits our liability to you which cannot legally be limited including for death or injury resulting from our own negligence or that of our employees, agents or sub-contractors.

12. Term and Termination

12.1 This Agreement shall come into force and become binding on the Commencement Date and shall continue in force for a period of one year from that date (the "Initial Term"). Following the Initial Term, your enrolment in the Programme shall be renewed automatically for successive periods of one year (each a "Renewal Term") unless and until terminated in accordance with this Clause 12, clause 2.2 or clause 9.6.

12.2 Either Party may terminate the Agreement by giving 10 Business Days' prior written notice to the other:
12.2.1 at any time where the other Party has committed a material breach of these Terms & Conditions and fails to remedy such breach within a period of 15 Business Days after receiving written notice to do so; or
12.2.2 if the other Party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior written approval of the other Party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.

12.3 Either Party may terminate the Agreement at the end of the Current Term for any reason provided that written notice is given at least 20 Business Days before the end of the Current Term.

12.4 Upon the termination of the Agreement for any reason, you shall remove any links established under clause 6 of these Terms & Conditions.

12.5 Upon the termination of the Agreement for any reason, all licenses granted under these Terms & Conditions shall also terminate.

12.6 In the event that we terminate the Agreement in accordance with sub-clause 12.2.1, any Revenue Share owed to you at that time shall be forfeited.

13. Confidentiality

13.1 Each Party (a "Receiving Party") shall keep the Confidential Information belonging to the other Party (a "Supplying Party") confidential and secret and shall not use the other party’s Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. A Receiving Party may not disclose or make the Supplying Party’s Confidential Information available, directly or indirectly, to any person other than its officers and employees who need the Confidential Information to enable the Receiving Party to perform its obligations under these Terms & Conditions. Each Party shall ensure that such officers and employees are obliged to comply with this clause 13.1.

13.2 The confidentiality obligations in this clause 13 shall not apply to any information acquired by the Receiving Party which: 13.2.1 at the time of its disclosure is in the public domain; or 13.2.2 at a later date comes into the public domain through no fault of the Receiving Party.

13.3 Each Party hereby agrees and undertakes:
13.3.1 that all Confidential Information shall be and shall remain at all times the sole and exclusive property of the Supplying Party;
13.3.2 that its right to use Confidential Information shall wholly cease upon the termination of the Agreement; and 13.3.3 to destroy or return to the Supplying Party on termination of the Agreement all material embodying Confidential Information (including information stored on digital media) or any part thereof and all copies thereof.

14. Data Protection

We will only use personal information about you in accordance with our Reseller Privacy Policy.

15. Force Majeure

Neither Party to these Terms & Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

16. Severance

The Parties agree that, in the event that any provision or part-provision of these Terms & Conditions is found to be unlawful, invalid, or otherwise unenforceable, it shall be deemed deleted but that the remainder of the Terms & Conditions shall be valid and enforceable.

17. Notice

Unless otherwise stated in these Terms & Conditions, the Parties agree that all notices to be served under the Agreement shall be in writing and sent by email to the other Party's Registered Email Address. Any notice shall be deemed to have been received on the Business Day after the date of transmission.

18. Entire Agreement

18.1 These Terms & Conditions shall embody and set forth the entire agreement and understanding between the Parties and shall supersede all prior oral or written agreements, understandings or arrangements relating to the Programme or the relationship between the Parties. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms & Conditions, save for any representation made fraudulently.

18.2 Unless otherwise expressly provided elsewhere in these Terms & Conditions, the Agreement may be varied only by a document signed by both of the Parties.

19. General

19.1 No Waiver

The Parties shall agree that no failure by either Party to enforce the performance of any provision in these Terms & Conditions shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms & Conditions. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

19.2 Non-exclusivity

The relationship between the Parties shall be and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.

19.3 Non-assignment

You may not assign any or all of your rights or obligations under these Terms & Conditions or the Agreement without our prior written consent, such consent not to be unreasonably withheld.

20. Law and Jurisdiction

20.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by the laws of England and Wales.

20.2 Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation shall fall within the exclusive jurisdiction of the courts of England and Wales.

These terms were most recently updated on 30.09.2020.