1. Terms and Conditions
1.1 These terms and conditions ("Terms") apply to the entire contents of the Samsung Partner Portal website under the domain name http://xoapartnerportal.com/ (the "Portal") and to any communication between you and us (as defined in clause 1.3 below). Please read these Terms carefully before using the Portal. Using the Portal indicates that you accept these Terms. If you do not accept these Terms, please do not use the Portal.
1.2 You may only access the Portal if you have been provided by us with a user account and have followed all requisite registration instructions and processes. We may revise these Terms at our sole and absolute discretion and without prior notice from time to time. You should therefore check the Portal from time to time to review these Terms, because, by accessing and continuing to use the Portal, you will be deemed to have accepted that you are bound by these Terms appearing on the Portal at the time of your access. Certain Terms may, however, be superseded by expressly designated legal notices or terms located on particular pages within the Portal.
1.3 These Terms are issued by Samsung Electronics (UK) Limited, a company incorporated in England and Wales under registered number 03086621 and whose registered office is at Samsung House, 1000 Hillswood Drive, Chertsey, Surrey KT16 0PS, UK. All references to "we", "us" and "our" are references to Samsung Electronics (UK) Limited. Any references to "you" and "your" are references to selected retailers (including their designated individual representatives) given permission by us to use the Portal. You may contact us through the Contact Us page.
1.4. The Portal is for use by chosen and specified retailers of our products and services only in the following countries: [insert list of countries]. In particular, no warranties and/or representations of any kind, express or implied, are given as to the compliance of the information shown on the Portal or any information relating to our business in any respect with any laws of any other country.
2. Intellectual Property, Licence and Confidentiality
2.1 You are permitted to print, download and use the following content from the Portal for commercial use as directed by us solely for the promotion, marketing and/or sale of Samsung products: product images, data sheets, lifestyle images, logos, videos, feature images, product specifications, brochures, certification information, adverts, posters, flyers, email templates, email signatures, banners, marketing toolkits, promotional terms and conditions, brochures, range guides, application information, catalogues and compatibility charts. The development of the listed promotions and sales content is subject to the following: (1) no documents or related graphics on the Portal are modified in any way; (2) no graphics on the Portal are used separately from the corresponding text; and (3) our copyright and trade mark notices and the provisions of this Clause 2 appear in all copies.
2.2 Unless otherwise stated, the copyright, trademarks, database rights and other intellectual property rights in all software, source code and other content and material on the Portal (including without limitation photographs and graphical images) are proprietary rights owned by us or our licensors. For the purposes of these Terms, any use of extracts from the Portal other than in accordance with Clause 2.1 above for any purpose is prohibited. If you breach any of these Terms, your permission to use the Portal automatically terminates and you must immediately destroy any downloaded or printed extracts from the Portal.
2.3 All information on the Portal shall be deemed proprietary and confidential and shall not be released to any other person, company or entity (including other chosen and specified retailers) unless the information is made "live", that is, released into the public domain for the purposes of any promotion, marketing or sale in accordance with Clause 2.1.
2.4 Subject to Clause 2.1 above, no part of the Portal may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
2.5 Any rights not expressly granted in these Terms are reserved.
2.6 The Portal may not be used in connection with any other commercial purpose except those that are specifically endorsed or approved by us. Appropriate legal action will be taken by us for any illegal or unauthorised use of the Portal.
3. Privacy, Cookies and Registration
3.1 We collect the following information (including your personal data) at registration for the purposes of administering and operating the Portal:
- Title, First name and Surname
- Email address
- Company Name
- Company address
- Direct dial number
- Mobile number (optional)
3.2 We do not collect any sensitive personal data and any personal data we collect in connection with the Portal shall be held securely and only processed by us or our third party agencies for the purposes communicated under these Terms.
3.3 Your personal data collected under Clause 3.1 may be transferred to and/or processed by another Samsung Group Company (as defined in 7.2 below) which may be based outside of the European Economic Area. If we disclose your personal data to a Samsung Group Company which is outside the European Economic Area, we will not do so until we have taken steps to ensure that your personal data will be afforded the same level of protection as that required from us by data protection law.
3.5 Each account and registration (for the promotion and sale of other goods and services) effected via the Portal is for a single-entity user only. Where any username and password is allocated to you, we do not permit you to share your username and password with any other person nor with multiple users on a network outside of your entity (including other chosen and specified UK retailers). Responsibility for the security of any passwords issued rests with you.
4. User Conduct
4.1 You are prohibited from posting or transmitting to or from the Portal any material: (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or (b) for which you have not obtained all necessary licences and/or approvals; or (c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or (d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
4.2 You may not misuse the Portal (including, without limitation, by hacking).
4.3 We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of Clause 4.1 or Clause 4.2 above.
5.2 You may not create links to the Portal without our prior written consent.
6. Disclaimer and Liability
6.1 We do not guarantee, represent or warrant that your use of the Portal will be uninterrupted or error-free. While we endeavour to ensure that the Portal is normally available 24 hours a day, we shall not be liable if for any reason the Portal is unavailable at any time or for any period. Access to the Portal may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
6.2 You expressly agree that your use of, or inability to use, the Portal is at your sole risk. The material on the Portal is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with the Portal on the basis that we exclude all representations, conditions and other terms and expressly disclaims any warranty of any kind, either express or implied, including all implied warranties of satisfactory quality, fitness for a particular purpose, suitability, reliability, timeliness, accuracy, completeness, security, title and non-infringement which, but for these Terms, might have effect in relation to the Portal.
6.3 In no case shall we, any other party (whether or not involved in creating, producing, maintaining or delivering the Portal), any of the Samsung Group Companies, nor any of such companies' directors, officers, employees, affiliates, agents, contractors or licensors be liable to you or any third party for any direct, indirect, incidental, punitive, special or consequential loss or damages including without limitation any loss of use, profits or data arising from your use of the Portal or for any other claim related in any way to your use of the Portal including but not limited to any errors or omissions in any content or any loss or damage of any kind incurred as a result of the use of, or inability to use, any content posted, transmitted or otherwise made available via the Portal or from the conduct of any users of the Portal, whether online or offline, the deletion of your data, information or content stored on the Portal, even if advised of their possibility, whether such losses or damages arise in contract, negligence, tort or otherwise.
6.4 We do not represent or guarantee that the Portal will be free from loss, corruption, attack, viruses, interference, hacking or other security intrusion, and we disclaim any liability relating thereto. You shall be responsible for backing up your own system and if your use of material on the Portal results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
6.5 We may make changes to the material on the Portal, or to the products and any prices described in it, at any time without notice. The material on the Portal may be out of date, and we make no commitment to update such material.
6.6 Nothing in these Terms shall act to exclude or limit our liability for death or personal injury caused by negligence, fraud, misrepresentation as to a fundamental matter or any other liability which may not by applicable law be excluded or limited.
6.7 If you are dissatisfied with any part of the Portal or with these Terms, your sole and exclusive remedy is to discontinue using the Portal.
7.1 By using the Portal, you agree to indemnify and hold us, any of the Samsung Group Companies (as defined below in 7.2), and any of such companies' directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of these Terms, your use of the Portal, any action taken by us as part of our investigation of a suspected breach of these Terms, or as a result of our finding or decision that a breach of these Terms has occurred.
7.2 The Samsung Group Companies means the Samsung Electronics group of companies, or any other company under the Samsung brand. A full list of Samsung Group Companies is available upon request.
8.1 No failure to exercise or any delay in exercising any right under these Terms shall impair or operate as a waiver thereof in whole or in part. No single or partial exercise of any right under these Terms shall prevent any further or other exercise thereof or the exercise of any other right.
8.2 You agree that we may sub-contract the performance of any of our obligations or may assign this agreement or any of our rights or obligations hereunder without giving you notice. We will not be liable to you for any breach of these Terms which arises because of any circumstances that we cannot reasonably be expected to control.
8.3 The Contracts (Rights of Third Parties) Act 1999 does not apply to the agreement between you and us formed by these Terms.
8.4 These Terms form the entire understanding between you and us concerning your use of the Portal and supersede all previous agreements relating to the Portal.
8.5 If any part of these Terms is determined to be legally invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.
8.6 These Terms are between you and us and are governed by and shall be construed in accordance with the laws of England and Wales. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts.