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"). 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.

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 small business entities as determined at Dell's sole discretion ("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 together with your Network membership number.

The following categories are ineligible for Network membership:

• i.Employees of companies participating in the Dell Partner Program or any other Dell resale program;
• ii.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;
• iii.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 ("Rewards" or "Network Rewards") for every qualifying purchase that you place with Dell, calculated against the total value of those transactions. Your Rewards total will be communicated to you by your DEN Account Executive once per quarter. Rewards will be valid for a period of twelve (12) months, and you must request coupons on the DEN portal (https://uk.dellexpertprogram.com) (the "Portal") within this time to have your rewards issued. Rewards vouchers will expire ninety (90) days from the date of issue by the Portal. Those Rewards may be used toward the purchase of subsequent 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 UK applicable Dell loyalty or rewards program.

• 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 Dell.co.uk using a unique DEN voucher;
  • iii.An order placed directly by your verified and linked Small Business Customer via a Dell Account Manager. Your Small Business Customer must provide your details to the Dell Account Manager;
  • iv.An order placed directly by your verified and linked Small Business Customer via Dell.co.uk using your unique DEN voucher.

  In relation to orders placed by you in accordance with purchase option i. above, Dell shall be entitled to request the company names and addresses of your end-customers: (a) in order to verify that they meet the eligibility requirements set out in clause 3 of these Terms; and (b) for internal statistical analysis purposes. For transparency reasons, Dell shall have the right to use such end-customer company names and addresses (and may include fictitious email addresses and telephone numbers) to create dummy customer accounts for each end-customer. Dell will not use any end-customer information for direct marketing purposes.

  In accordance with clause 14 of these Terms, you shall be responsible for compliance with applicable data privacy laws and regulations to the extent any end-customer information you provide to Dell under this clause 4 (a) contains personal data (as defined in clause 14 of these Terms), including obtaining consent, where required.

• b.Rewards Cap
  
  

  Rewards are also subject to a quarterly rewards cap of five thousand GBP (£5,000.00) (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.

  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
  For purposes of Rewards Caps, 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, login to the Portal using your member number and request reward coupons in the Rewards section of the Portal. Rewards can only be redeemed against purchases on dell.co.uk (excluding Dell Outlet store). The basket value must be greater than the value of your Rewards, e.g. if your Rewards total is £350, then you need to make a purchase of £351 (minimum) 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 executive 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 Microsoft Technology 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 £100 coupon which you can use for purchases on dell.co.uk (excluding Dell Outlet store). The £100 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 £100 coupon, you must send an email to dell_expert_network_uk@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.

7.General Network Rules and Restrictions

• a.You shall not purchase Dell products for resale and, to the extent applicable, shall comply with the trade compliance terms set out in Dell's Commercial Terms of Sale.
• 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 cancelled by Dell at any time without notice. In the event of termination of the Dell Experts Network, you will receive any Rewards owed as of the date of termination.
• d.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.
• e.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. 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. 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.

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

Network Members shall comply with all privacy laws and regulations that are applicable to that party in relation to the processing of personal data under these Terms. In this clause, “personal data”, “controller” and “processing” shall have the meaning set out in the General Data Protection Regulation (EU) 2016/679. To the extent that Dell may process any personal data on behalf of the Network Member in the performance of this Agreement, Dell shall only do so in line with applicable laws and regulations and in accordance with a form of a data processing agreement to be agreed between the parties. Where Dell processes any personal data acting as a controller, it shall do so in accordance with its country-specific privacy policies, available at www.dell.com/Privacy. Network Member agrees that it will obtain all necessary rights, permissions and consents prior to disclosing any personal data to Dell.

14.Governing Law; Dispute Resolution

These Terms shall be governed by the laws of England and Wales. To the extent permitted by law, the English courts 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. The U.N. Convention on Contracts for the International Sale of Goods does not apply. There are no third-party beneficiaries to these Terms, including the Contracts (Rights of Third Parties) Act 1999.