Kounta Hardware Provider Terms & Conditions
The Kounta Hardware Provider Program has been designed for anyone who can and / or wants to supply Kounta compatible hardware. Kounta provides certain products and services relating to the Kounta Platform of Sale (the “Service”). By holding a Kounta account, submitting an application and being certified for the Kounta Hardware Provider (“Hardware Provider”) Program (“Program”) You agree to be bound by the following terms and conditions (“Terms”) by which Kounta will provide You with rights to market the Service to customers.
This Agreement is made between Kounta™ (“Kounta”, “us”, “we” or “our”) and You, or, if You represent an entity or other organization, that entity or organization (in either case “You” or “Your”). Any referred end-user customers (“Customer”) will be subject to the Terms and Conditions at www.kounta.com/terms upon accessing the Service. Kounta reserves the right to update and change this Agreement from time to time and without notice. You can review the most current version of the Agreement at any time at the link to this agreement in the partner resources section of your Kounta account.
1. You as an Hardware Provider
1.1 If you already have an existing Kounta account or if you complete the Hardware Provider certification, we’ll appoint you as our non-exclusive Hardware Provider (our Hardware Provider) to market our products to third parties under the Hardware Provider Program. The program is free.
1.2 We authorise you to:
(a) market and promote our products;
(b) use our trade marks strictly in your capacity as Hardware Provider (and in this respect we grant you a limited, revocable, non-exclusive and non-transferrable license to use and display our trade marks).
2.1 We will give you a unique referral code to give to prospective customers who you encourage to open accounts with Kounta (Prospects).
2.2 We will log a Prospect against your account as a referral (Referral) where the Prospect:
(a) is a new Kounta customer and is not previously known to Kounta;
(b) supplies your referral code when signing up with Kounta; and
(c) has paid for the use of a Kounta product, we will log them against your account as a referral (Referral).
2.3 Hardware Providers cannot submit themselves as Prospects for the Hardware Provider Program.
2.4 Staff of Kounta, its subsidiaries and its Partners under the Kounta Partner Program are not eligible for this Hardware Provider Program.
3. Referral Fees
3.1 For as long as you remain an Hardware Provider and comply with these Terms, the following payment arrangements will apply:
(a) We will pay each Hardware Provider a referral fee of $150 for each Referral.
(b) The referral fee is not paid out until we have received a minimum of $150 from the Referral’s subscription to a Kounta plan.
(c) The currency of the referral fee is the same as the currency that the Referral uses to pay for its Kounta products.
3.2 We will pay your referral fee as a deposit to your PayPal account. If you do not have a PayPal account, you will need to set one up.
3.3 The referral fee is inclusive of all applicable taxes and duties and we reserve the right to alter the referral fee, at our discretion, at any time.
3.4 There are no restrictions on the number of Referrals a Hardware Provider may make.
3.5 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.
4. Your obligations
4.1 In relation to your role as Hardware Provider under the Hardware Provider Program you are required to:
(a) act in an orderly and businesslike manner and to comply with all relevant laws and regulations;
(b) hold any:
(i) goodwill generated for our business under the Hardware Provider Program; and
(ii) intellectual property created in relation to the Hardware Provider Program or our business, as bare trustee for us; and
(c) notify us of any suspected infringement of our intellectual property and take such reasonable action as we may direct, at our expense, in relation to such infringement.
4.2 In your role as Hardware Provider you must not:
(a) use any of our intellectual property except in the course of the Hardware Provider 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);
(b) represent that you are acting on behalf of Kounta or pledge our credit in any way or commit us to any contractual obligation without our prior written consent;
(c) market our products via facsimile, telemarketing, spyware, malware, viruses or other forms of marketing that could potentially harm our business, or as may be communicated by us from time to time; and
(d) make any representations or give any warranties on our behalf to any third parties (except to the extent we may consent to in writing).
5. The term of our relationship
5.1 Kounta may terminate these Terms and your participation in the Hardware Provider Program at any time. We may also terminate these Terms and your participation in the Hardware Provider Program immediately 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.
5.2 Once your participation in the Hardware Provider Program ends:
(a) you will not be entitled to any further referral fees other than those owing to you at the date of termination; and
(b) you must:
(i) remove any and all of our intellectual property from your website, business premises, stationery and other property within 7 days;
(ii) cease using our intellectual property; and
(iii) return to us any property (including intellectual property) which we have supplied to you, together with any records relating to your role as Hardware Provider that we may reasonably request.
6. Our liability
6.1 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 Hardware Provider, including as a result of affiliate tracking failures, loss of database files, and any party intending to harm or compromise the Hardware Provider Program or its systems.
6.2 We do not make any expressed or implied warranties with respect to the Hardware Provider Program or our products and any use of our products by you or your Referrals is subject to our terms and conditions as set out at http://www.kounta.com/terms (Terms and Conditions).
6.3 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 Hardware Provider or any breach by you of these Terms.
7. Other terms and further information
7.1 Your role as Hardware Provider is as our independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.
7.2 If we do not exercise a right we may have under these Terms it does not mean we are waiving that right.
7.3 You may not transfer your role as Hardware Provider, or any of your rights and obligations under these Terms without our prior written consent.
7.4 We reserve the right to amend these Terms from time to time without notice.
7.5 Our Terms and Conditions 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.
8. Governing Law
These terms and conditions and any contract to which they apply are governed by the laws of the State of New South Wales. You irrevocably agree to submit to the non-exclusive jurisdiction of the courts of the State of New South Wales, for the purpose of resolving any dispute relating to the Terms.