Vend Reseller Program Terms

Effective Date July 1, 2019

The Vend Reseller Program (Reseller Program) enables Resellers to obtain financial rewards by referring prospective customers to Vend. If you are a Reseller under our Reseller Program (including where you have submitted the online Reseller application form and we’ve accepted it) you agree to be bound by the following terms and conditions (Terms):

Appointment

You are appointed as our non-exclusive Reseller to market our products to third parties under the Reseller Program; and

We authorise you to:

market and promote our products; and
use our trademarks strictly in your capacity as Reseller (and in this respect we grant you a limited, revocable, non-exclusive and non-transferable licence to use and display our trademarks).

Referrals

You will refer prospective customers using the partner dashboard (Referral);
Where the Referral is a new Vend Customer and is not previously known to Vend we will log them against your account;
Resellers cannot submit themselves as Referrals for the Reseller Program; and
Staff of Vend, its subsidiaries and its Partners under the Vend Partner Program are not eligible for this Reseller Program.

Payments to You

For as long as you remain a Reseller and comply with these Terms, the following payment arrangements will apply:

You will earn commission on a monthly basis (Commission). Unless agreed otherwise in writing, the Commission is 10% of the gross monthly subscriptions (Subscriptions) that we receive from Referrals who become Vend customers (Referred Customers);
We may offer you additional incentives from time-to-time at our discretion (Incentives);
You acknowledge that monthly subscriptions payable to us by Referred Customers will differ depending on their Vend Subscription;
We will pay you the Commission within 30 days from when Referred Customers pay us their Subscriptions and once the Commissions due to you reach USD$150.
If we have agreed to pay you an Incentive on activation of a Referred Customer, this Incentive will not be paid to you until we have received a minimum of USD$150 for the Referred Customer’s Vend Subscription.
The currency of the Commission and any Incentives we pay you is the same as the currency that the Referred Customer uses to pay for its Vend products;
We will pay your Commission and any Incentives as a deposit to your PayPal account. If you do not have a PayPal account, you will need to set one up;
The Commission and any Incentives shall be inclusive of all applicable taxes and duties and we reserve the right to alter the Commission and any Incentives, at our discretion, at any time;
There are no restrictions on the number of Referrals you may make; and
We reserve the right to disqualify and disregard any Referral that we believe (in our absolute discretion) to be attained through fraudulent, illegal, questionable or other methods that may be in breach of these Terms.

Your obligations

In relation to your role as Reseller under the Reseller Program you are required to:

bring in a minimum of 5 Referred Customers per annum;
act in an orderly and businesslike manner and to comply with all relevant laws and regulations (including applicable data protection laws);
hold any goodwill generated for our business under the Reseller Program and intellectual property created in relation to the Reseller Program or our business as bare trustee for us; and
notify us of any suspected infringement of our intellectual property or breach of applicable laws (including data protection laws) and take such reasonable action as we may direct, at our expense, in relation to such infringement or breach.

In your role as Reseller you must not:

use any of our intellectual property except in the course of the Reseller Program, nor cause or permit anything which may damage or endanger our intellectual property or our title to it (including assisting or allowing others to do the same);
represent that you are acting on behalf of Vend or pledge our credit in any way or commit us to any contractual obligation without our prior written consent;
market our products including via facsimile, telemarketing, spyware, malware, viruses or other forms of marketing in a way which could potentially harm our business, or as may be communicated by us from time to time; and
make any representations or give any warranties on our behalf to any third parties (except to the extent we may consent to in writing)

In relation to any applicable data protection laws, you hereby warrant and represent that you have collected all necessary consents, provided all necessary notices, and done all such things as are required for compliance with such laws and the legal disclosure of any personal information from you to us under these Terms. For the avoidance of doubt, we will each be acting as a data controller in our own right in relation to any processing that each of us may perform under these Terms.

The term of our relationship

Either of us may terminate these Terms and your participation in the Reseller Program by giving one month prior notice in writing to the other. We may also terminate these Terms and your participation in the Reseller Program immediately should you fail to bring in the minimum number of Referred Customers per annum, or should we believe, in our absolute discretion, that you are either in breach of these Terms, that the standing or reputation of our business or products is at risk or if we believe such termination to be in the best interests of our business generally.

Once your participation in the reseller program ends

You will not be entitled to any further Commissions other than those owed to you at that time; and

You must:

remove any and all of our intellectual property from your website, business premises, stationery and other property within 7 days;
cease using our intellectual property; and
return to us any property (including intellectual property) which we have supplied to you, together with any records relating to your role as Reseller that we may reasonably request.

Our liability

We are not liable (whether in contract, tort (including negligence) or otherwise) for any indirect, incidental, special or consequential damages you may suffer, and any loss of profits, whether direct or indirect, resulting from you acting in your role as Reseller, including as a result of affiliate tracking failures, loss of database files, and any party intending to harm or compromise the Reseller Program or its systems;
We do not make any expressed or implied warranties with respect to the Reseller Program or our products and any use of our products by you or your Referrals is subject to our terms of use as set out here — Terms of use; and
You indemnify us and keep us indemnified from and against any and all loss, damage or liability (whether criminal or civil) suffered (including any legal fees and costs incurred by us) resulting from any act or omission made by you as our Reseller or any breach by you of these Terms.

Other program terms

These terms replace any other program terms between us on and from the effective date of these terms.

Other terms and further information

Your role as Reseller is as our independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us;
If we do not exercise a right we may have under these Terms it does not mean we are waiving that right;
You may not transfer your role as Reseller, or any of your rights and obligations under these Terms without our prior written consent;
We reserve the right to amend these Terms from time to time without notice;
Our Terms of Use are incorporated into and supplement these Terms except to the extent they are negated by, or are inconsistent with these Terms, in which case these Terms will prevail; and
These Terms are governed by New Zealand law.