Panasonic TOUGHBOOK Partner Programme Terms & Conditions

Terms and conditions of the Panasonic TOUGHBOOK Partner Programme
 
DEFINITIONS

• "Authorised Decision Maker" : means a legal representative of the Company with authority to authorise Company participation in the TOUGHBOOK Engage Partner Programme and ISV Partner Programme.
• “Company/Companies” : means Partner/s who agrees to these Terms in order to register into the Programmes depending on certain categories and qualification criteria.
• “Company Participant” : means an employee of the Company authorised by an Authorised Decision Maker to accept these terms on his/her behalf.
• “Deal“ : means an opportunity to sell Panasonic products.
• “Key Business Partner Update” : Emails sent by Panasonic to Key Business Partners containing specialised information relating to Panasonic Products to assist the Company in its objectives of increasing knowledge and sales of the Product.
• “Individual Participant” : means an individual who is employed by a Company and who registers to use the Website.
• “Market Development Funds” or “MDF” : means marketing funds offered by Panasonic to  Companies, depending on Panasonic commercial policy.
• “Partners” : means resellers, system integrators, distributors, specialist handheld resellers,  independent software vendor of Panasonic TOUGHBOOK products.
• “Panasonic”, “We”, “Us”, “Our” : means Panasonic Marketing Europe GmbH with official address at Hagenauer Strasse 43, Wiesbaden, D-65203, Germany.
• “Products” : means the Panasonic TOUGHBOOK products.
• “Programmes” : mean the TOUGHBOOK Engage Partner Programme and ISV Partner Programme.
• "Terms": mean these terms and conditions, applying to the TOUGHBOOK Engage Partner Programme and ISV Partner Programme.
• “Website” : means the TOUGHBOOK Engage Partner Portal.

 
1.General

These Terms apply to all activities undertaken under the Programmes. The Programmes support valuable engagement with Partners with the objective of:

 - increasing knowledge and strengths of the Products;
 - increasing sales of the Products;
 - supporting the profitable joint development of Panasonic business in the Products supported by the Website, the Market Development Funds and the other activities undertaken under the Programmes.

Particular promotions and other activities connected to the Programmes may be country specific and may also be subject to separate terms and conditions which will be notified to Partners in that country from time to time via the local language pages on Panasonic public website. If there is any conflict between these terms and conditions related to a specific promotion or other promotional activity, the terms and conditions of the specific promotion or other promotional activity shall prevail. 

By joining the Programmes a Company agrees to follow the workflows and procedures for Lead Management, Deal Registration, Market Development Funds and other benefits enabled by the Website.  It is agreed that Panasonic will be entitled to audit Company activity to ensure satisfactory performance in this regard.  Full instructions on using these workflows are available from the home login page of the Website. Any questions regarding these workflows and procedures may be addressed to TOUGHBOOKsystemsupport@eu.panasonic.com.

2.Eligibility to Participate to the Programmes and benefits

The Programmes are open to those Partners who are the direct and intended recipients of an invitation from Panasonic or who spontaneously would like to apply to the Programmes as they carry out suitable business activities which, according to Panasonic commercial policy, can benefit Panasonic’s business.

Promotion of the Products requires a level of knowledge of the Company and the employees of the Company.  The Company will therefore be expected to meet its obligations in this regard by meeting the requirements of the TOUGHBOOK University as described in Annex 1.  In addition, Panasonic will provide the Company with Key Business Partner Update emails as and when new information becomes available.  The purpose of these emails is to assist the Company in its objectives of increasing knowledge and strengths of the Products, and increasing sales of the Products.

Full details of the up to date benefits of the Programmes as amended from time to time are accessible through http://business.panasonic.co.uk/computer-product/become-a-panasonic-reseller and http://business.panasonic.co.uk/computer-product/become-an-isv-partner or the equivalent local language pages on our public website.

3.Partner categories and qualification criteria

The Programmes have the categories and qualification criteria which are described in Annex 2.

4.Registration

Partners must register at https://partnerportal.toughbook.eu/ or the equivalent public website local language web page and accept these Terms.  Registration will be approved subject to eligibility according to the Programme categories and qualification criteria set forth in Annex 2.

To register a Company, an Authorised Decision Maker and/or a Company Participant shall provide Panasonic with certain information including but not limited to the Company details, full name and employee email address, all of which must be accurate, truthful and up-to-date. Panasonic reserves the right to verify registration information. 

Company registrations are subject to approval. All registrations and categories allocations are subject to approval by Panasonic, who may give or decline approval to participate or alter a participant’s category in the Programmes at any time depending on the qualification criteria applicable from time to time. The Company shall be notified accordingly. If registration is refused for any reason, the Company will be given the opportunity to remedy any reason for refusal and ask for registration to be reconsidered by Panasonic.

By submitting the registration form a Company Participant warrants to have the authority to do so and that the Company agrees to these terms. Panasonic may confirm applications to register by contacting the Company’s Authorised Decision Maker on Panasonic's existing database of contacts by email or otherwise. After completion of the registration process, Panasonic will issue a password to the Company.

5.General conditions of registration

By registering, all Participants agree to be bound by these Terms. Any failure to comply with these Terms and any attempt to act in a way that is inconsistent with the intent of these Terms by the Company, the Authorised Decision Maker, the Company Participant and/or the Individual Participant may result in the termination of a Company participation in the Programmes.

In addition, Panasonic may, at its sole discretion, disqualify any Individual Participant from participating in the Programmes, and/or may cancel, suspend or block any account registered by such person  if Panasonic deems or suspects that such person has engaged in or has attempted to engage in any of the following:

(a) acting in violation of these Terms, or

(b) damaging, tampering with or corrupting the operation of the Programmes; or

(c) acting with intent to annoy, harass or abuse any other person; or

(d) use any automated bot, script or other robotic, mechanical, Panasonic or automated devices to submit data to the Website; or

(e) any, inappropriate, uncooperative, disruptive, fraudulent, or potentially fraudulent, behaviour or activity; or activity deemed in sole discretion of Panasonic and its authorised agents to be generally inconsistent with intended operation of the Programmes.

CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE OR CORRUPT ANY WEBSITE OR UNDERMINE THE OPERATION OF THE PROGRAMME IS A VIOLATION OF CRIMINAL LAW AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, PANASONIC AND ITS AUTHORISED AGENTS RESERVE THE RIGHT TO PROSECUTE AND SEEK DAMAGES AND OTHER REMEDIES (INCLUDING LEGAL FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW.

6.Market Development Funds (MDF)

Marketing Development Funds (hereinafter “MDF”) are among the benefits provided to certain categories of Partners within the Programmes. Depending on the Programmes category’s benefits decided from time to time, Panasonic may fund, through MDF, worthwhile Company projects that support the Products business development.  MDF is managed through the Website.  Full details on applying for and requesting payment for qualifying MDF activities are provided in the relevant section of the Website. By applying for MDF, a Company accepts the terms of this clause in addition to the Terms of the Programme: 

a) Any Company applying to the MDF must be a member of a qualifying category in the Programmes, and in full compliance with the qualifying criteria for that category.
b) A Company must submit their MDF application and claim for payment using the Website. 
c) A Company should discuss and agree in advance the proposed activity with its Panasonic Partner Account Manager (PAM) before making an MDF request.
d) If eligible for MDF, Companies can apply for funds to support any project deemed to promote the Products brand, support business development and generate incremental revenue.
e) MDF are made available by Panasonic depending on its commercial policy and decision, at its sole discretion. MDF funds will only be paid where they have been approved in advance of the activity taking place and these Terms have been met in full including the submission of properly formatted invoices and proof of performance. 
f) MDF cannot be claimed to fund internal costs, such as employees’ time. MDF must be used only to pay external third party agencies. The so called “funded heads" are an allowable use of MDF funds only when the request has been approved by a member of Panasonic’s Senior Management Team in writing.  This written approval will form part of the required “proof of performance” for payment.
g) When allocating funds, past sales performance and business development activities with Panasonic will be taken into account, although funding will also be considered for new Companies upon review with Panasonic.
h) All campaign requests must clearly demonstrate the potential for satisfactory Return on Investment (ROI) and business development. 
i) All MDF activity must adhere to Panasonic brand guidelines, be focused solely on the development of Panasonic revenues and not be used in any fashion which might cause damage to the Panasonic brand.   Panasonic reserves the right to refuse payment where this is not observed or if the activity carried out differs materially from that which was requested and approved.
j) Company quotes and invoices submitted as proof for payment must be in the same currency as the MDF request.
k) Panasonic expects partners to contribute financially to the campaign. The standard contribution is 50% “Panasonic will, at its discretion, consider an alternative percentage”.
l) Under no circumstances will Panasonic fund activities that have not been approved in advance through the Website. 
m) Partners must submit a claim for an approved MDF activity no later than three (3) months from the date of activity otherwise payment may be delayed or refused. 
n) Partners must submit claims within Panasonic’s financial Year (April 1 – March 31). Claims received after the Financial Year end, will not be paid unless an accrual has been agreed in advance in writing by Panasonic and prior to the MDF request being approved by Panasonic.
o) Panasonic reserves the right to audit campaign activity (including submitted supplier invoices) at any time.
p) MDF may not be used to pay any third party or agent affiliated to a Panasonic employee or Partner employee.
q) MDF funding is non-transferrable.
r) MDF invoices must be in electronic format and be uploaded and attached to the Company claim in the Website when a Company submits a Claim for approval).
s) A Company claim amount and currency must be the same as the initial request or it will be rejected.  If the amount a Company needs to claim is different to the amount initially requested (whether this is more or less) the Company must contact its Partner Account Manager (PAM) for approval so that Panasonic can return such request for the Company to amend the amount before a claim is submitted. 
 
7.Lead management and deal registration

Lead management and Deal Registration are among the benefits provided to certain categories of Companies within the Programmes:

- Lead management: Panasonic may from time to time make sales Leads available to Partners through the Website.   The Website provides a workflow for Lead management and Panasonic will monitor the marked status of the Leads by the Partner for evidence of active development of the sales opportunity.
- Deal Registration: In order to further support the joint development and closure of Panasonic sales opportunities, deal registration is offered to certain categories of Companies within the Programmes as a workflow in the Website.  Companies are encouraged to register their own deals and to convert sales leads provided by Panasonic using their best efforts to provide information on the nature of the deal, the organisation and contacts that they are engaged with. Panasonic may elect to approve these deal registrations and convert them to opportunities to be jointly worked to closure, or to leave them as accepted for the partner to work on its own to a conclusion. 

Project and preferential pricing may be available for registered deals that are approved and converted to opportunities depending on volume and project circumstances, such as budget and competition. This decision is made at the full discretion of Panasonic.

8.Termination or Suspension of a Company in the Website and in the Programmes

Panasonic may suspend or terminate the Company registration within the Programmes at any time without notice for any of the following reasons: 

(a) because of a dispute between Panasonic and the Company; 
(b) Payment not being made within the separately agreed contract terms of any reasonable invoice raised in conjunction with this agreement ; 
(c) for non-compliance by the Company or any of its staff with the rules of the Programmes, any contract with Panasonic or any other applicable Panasonic Programme guides as published; 
(d) in the event of cancellation or disruption of any contract with Panasonic; 
(e) in the event a change in ownership or control of the Company; 
(f) for unreasonable delay in passing any order(s) through to Panasonic; 
(h) pending investigation of a complaint raised against the Company. 
 
If Panasonic suspends or terminates a Company’s registration then all company Individual Participants’, Company Participants and Authorised Decision Makers credentials for use of the Website will be withdrawn. 
Panasonic also reserves the right to:

i) Cancel a Company registration in the Programmes; and or;
ii) Deny a Company access to the Programmes; and/or
iii) Terminate  or amend these Terms, or suspend Company access to the Website, with or without cause in Panasonic sole discretion, at any time without notice.

Panasonic shall not be liable to the Company or to any third party for the termination or suspension of the Website, or any claims related to the termination or suspension of Programmes.

Upon termination of access to the Programmes by the Company, the Company must discontinue its use of the Website, destroy promptly any materials obtained from the Programmes and any copies thereof.

9.Confidentiality

One of the purposes of the Programmes is to provide the Companies with valuable materials and training which are not in the public domain.  The Company attention is drawn to the confidentiality requirements of the use of the Website. The Company should pay particular attention to a level of information security management and confidentiality appropriate to the sensitivity of the materials that it will have access to in the Programme.

This includes the workflows used in the Website to manage Leads, Deal registrations and other matters. For the avoidance of doubt these workflows are not to be shared with any person or Company not registered in the Programmes.

10.Severability

To the extent that any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms in that jurisdiction and it shall not affect either (a) the validity, lawfulness or enforceability of that provision in any other jurisdiction; or (b) the enforceability of the remainder of these Terms.

11.Limitations of Liability

In no event shall Panasonic be liable for any losses or damages of whatsoever kind (including direct, indirect, incidental, consequential and punitive damages or loss of profit) arising out of access to, or the use of participation in the Programmes, or from any typographical, printing, mechanical, network, electronic, human or other errors that may occur in connection with the Programmes, including but not limited to, errors that may occur in connection with the administration of the Programmes or incorrect data contained on any website or in an account, whether or not in the contemplation of the parties.

No responsibility or liability is assumed by Panasonic for any technical problems or technical malfunction of any kind arising in connection with any of the following occurrences which may affect or interrupt the operation of the Programmes, including, but not limited to hardware or software errors; faulty computer, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or limitations of any Internet service providers, servers, hosts or telephone providers; garbled, jumbled or faulty data or purchase transmissions; failure of any email or telephone transmissions to be sent to or received; lost, late, delayed, garbled, damaged, misdirected, undelivered or intercepted email or purchase records; inaccessibility of any website or phone system in whole or in part for any reason; traffic congestion on the Internet or website or phone lines; unauthorised human or non-human intervention of the operation of the Programmes, including without limitation, human error, unauthorised tampering, hacking, fraud, theft, virus, bugs, worms; or destruction of any aspect of the Programmes or data thereof, including, without limitation, tampering of or hacking into the telephone lines, or loss, miscount, misdirection, inaccessibility or unavailability of an account used in connection with the Programmes.

The limitations of liability in this section shall apply to the maximum extent permitted by applicable law. Nothing in these Terms shall exclude or limit Panasonic’s liability for death or personal injury caused by negligence or for fraudulent misrepresentation.

Panasonic’s maximum liability under this Programme shall not exceed £50,000. In no event shall Panasonic be liable for any indirect loss, consequential loss, loss of profit, loss of business or goodwill.

12.Release of liability

A Company agrees to release, discharge, indemnify and hold harmless Panasonic and its advertising and promotions agencies, and each of their respective officers, directors, employees, representatives, contractors and agents from and against any claims, damages, expenses, and liability arising from or related to any injuries, damages, or losses to any person (including death) or property of any kind resulting in whole or part, directly or indirectly, from a Company participation in the Programmes or using any features or services offered through the Programmes.

13.Indemnification

The Company agrees to indemnify, defend and hold Panasonic and its advertising and promotions agencies, and each of their respective officers, directors, employees, representatives, contractors and agents harmless from any liability, loss, claim and expense (including reasonable legal fees) related to a Company breach of these Terms or any actions taken by any user authorised to the Company account.

14.Governing law

These terms and conditions shall be governed and construed in accordance with the applicable laws of the jurisdiction where the respective Participant is located.

15.Disputes

In the case of any dispute or interpretation of these terms and conditions, the decision of Panasonic’s General Manager shall be final. No correspondence will be entered into.

16.Data protection

We have a legitimate interest in collecting the personal information of representatives or employees of our partners and re-sellers and the personal information our re-sellers and partners provide relating to employees or representatives of their customers. This data will be processed for the purposes of validating deal registrations by our re-sellers and partners. We require that re-sellers and partners obtain consent from their customers to supply us with any of the customers employees or representatives personal information.

Panasonic treats your privacy and personal information with the utmost respect and ensures compliance with the EU’s General Data Protection Regulation and any other relevant laws and regulations including the UK Data Protection Act 2018.

Panasonic process personal data in accordance with our privacy policy which can be found at https://business.panasonic.co.uk/computer-product/privacy-policy.

17.Alteration of terms

Panasonic reserves the right to alter these Terms at its sole discretion, including but not limited to alterations to reflect changes in the law. Any amended version from time to time will be posted on the Website and will be notified to You by email using the address you have registered with us.

Panasonic may make improvements, revisions or changes to the information, services, products and other materials of the Programmes, including, without limitation the duration of the Programmes, and any of the options made available through the Programmes.

The amended Terms will be deemed accepted by any Company Participant or Individual Participant who subsequently takes any active step in participating in the Programme.

No Panasonic employee has the authority to interpret or alter the terms of Programmes, unless such interpretation or alteration is made generally and published in the Website or is provided in writing and signed by a Panasonic authorised person.

18.Publicity

Panasonic shall be entitled to use the Company Participant’s name and geographical location in any publicity.

19.Miscellaneous

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Save in respect of discontinued access or use and removal or destruction of materials, the provisions of these Terms shall survive any termination of these Terms as reasonably necessary to give effect to the provisions thereof. If any provision of this agreement is unenforceable, the remaining provisions will continue.

20.Entire agreement

These terms and conditions constitute the entire agreement between Panasonic and the Company in respect of the Company’s participation in the Programmes or use of the Programmes.

Annex 1

TOUGHBOOK University

The TOUGHBOOK University is an online, self-assessed learning tool accessed through the Website.  Available courses include Products and general industry knowledge, products and positioning of selected Partners.  Course content is available in both sales, general positioning and technical areas, primarily in English with some courses available in other languages.  Any person who is registered on the Website may access the TOUGHBOOK University, study the e-learning materials and take the tests.  The tests are subject to a minimum pass rate that is set by Panasonic.  Upon achieving a successful pass a certificate is made available for download and the pass is recorded in the Website.

A course certificate is held and active for a period of 12 months from the date of successful pass.  After the 12 month period it expires and the course must be re-taken.

TOUGHBOOK Champion status is achieved by holding a set minimum number of current active certifications.  The number of courses required for champion status may vary and is detailed on the TOUGHBOOK University pages.

Annex 2

All partners must:

 - be registered on the Panasonic TOUGHBOOK Partner Portal with up to date information;
 - access the Partner Portal on a regular basis, a minimum of once per month
 - have a physical location accessible to customers and telephone support

Official Distributor:  this is a Partner that has a valid distribution contract with Panasonic and which sells the Products to the trade only. 

Engage Registered Partner: this is the first level of partnership for resellers and system integrators. A Partner can become a Registered Partner if it is a reseller or system integrator selling the Products.

Engage Certified Partner:  this is the second and higher level of partnership for resellers and system integrators selling the products.  A Partner can become a Certified Partner if:

 - the partner promotes their TOUGHBOOK partnership on their website and links to the Panasonic TOUGHBOOK website

- the partner maintains at least one TOUGHBOOK Champion holding an up to date Champion status according to the terms defined in the TOUGHBOOK University definition included in Annex 1.  

Engage Premier Partner:  this is the third and highest level of partnership for resellers and system integrators selling the Products.  A Partner can become a Premier Partner if:

 - the partner promotes their TOUGHBOOK partnership on their website and links to the Panasonic TOUGHBOOK website;
 - when applying to the Programme, agrees with Panasonic on a business plan and revenue target for the balance  of the current Panasonic Financial Year.  This plan is to be agreed with a Panasonic representative and to be supported by an annual marketing plan to be agreed with a Panasonic representative;
 - the Partner holds an agreed list of Not For Resale units of current products for demonstration purposes;
 - the partner maintains at least one TOUGHBOOK Champions holding an up to date Champion status according to the terms defined in the TOUGHBOOK University definition included in Annex 1.  

ISV Registered:  This the first level of partnership for a software development Partner registered on the Website. To qualify as a Registered ISV a Partner must develop and sell Products complementary software and hardware solutions and be willing to actively work with Panasonic representatives to jointly promote the companies’ respective solutions.

ISV Certified:  This is the second and higher level of partnership for a software development Partner registered on the Website. A Partner can become an ISV Partner a partner if:

 - the Partner fulfils the criteria of a Registered ISV;
 - the Partner promotes their TOUGHBOOK partnership on their website and links to the Panasonic TOUGHBOOK website;
 - the Partner maintains at least one TOUGHBOOK Champion holding an up to date Champion status according to the terms defined in the TOUGHBOOK University definition included in Annex 1.  

ISV Premier: This is a Partner whose products are re-sold and supported directly by Panasonic to its  Partners and end user customers.