1. Definitions. The following definitions apply:
a) we means VELUX Company Limited, company number SC070286, whose registered address is Woodside Way, Glenrothes East, Fife, KY7 4ND.
b) you means the Dealer to whom this e-mail is addressed.
c) Branch means one of your sales branches.
d) Contract means the contract between you and us that is formed by your acceptance of our offer to you to participate in the Promotion and into which these terms and conditions are incorporated.
e) Eligible Staff means those staff who work at a Branch, at the discretion of Branch Manager/HO Representative
f) Party means you or we, and Parties is to be construed accordingly.
g) Promotion means the promotion described above and in these terms and conditions.
h) Promotion Period means invoiced between 1st September to 31st October 2016 inclusive.
i) Products means VELUX INTEGRA® windows, excluding spare parts, and excluding blinds and accessories.
j) Reward has the meaning given to it below
a) A Reward is one or more of the following: an Argos collection code, Argos A-card, Marks and Spencer (M&S) e-gift card, M&S paper gift voucher, Thomas Cook gift voucher, Pizza Express e-code, Milano gift card or Ticketmaster e-code.
b) b) We will provide Rewards to the following monetary value, redeemable by Eligible Staff at the applicable Branch, depending upon the number of Products sold by that Branch during the Promotion Period, as follows
- If the Branch sells at least 10 Products during the Promotion Period: Rewards to the value of £100 if the Branch is located in the United Kingdom (UK) or €125 if the Branch is located in the Republic of Ireland (ROI)
- If the Branch sells at least 20 Products during the Promotion Period: Rewards to the value of £400 if the Branch is located in the UK or €500 if the Branch is located in the ROI
- iii) If the Branch sells at least 40 Products during the Promotion Period: Rewards to the value of £600 if the Branch is located in the UK or €750 if the Branch is located in the ROI
c) c) Depending upon where the Branch whose Eligible Staff earn Rewards is located, and whether they choose an Argos Reward, M&S Reward, Thomas Cook Reward, Pizza Express Reward, Milano Reward or Ticketmaster Reward, the applicable Argos, M&S, Thomas Cook, Pizza Express, Milano or Ticketmaster terms and conditions will apply as follows (and any Reward provided will be subject to the corresponding terms and conditions):
d) We will have have no involvement in deciding how any Rewards provided under this Promotion are shared amongst Eligible Staff or used. Such matters will be in the discretion of managers of applicable Branches.
3. Dealer obligation
a) We ask that during the period prior to the Promotion Period, and during the Promotion Period, you use reasonable efforts to explain and promote to Eligible Staff at your Branches the terms of the Promotion and the potential benefits of participating. In particular, we will ask you to distribute to managers at your Branches any explanatory or promotional materials that we provide to you for this purpose.
b) You must not provide to us the names or any other personal data relating to any Eligible Staff or other persons in connection with the Promotion.
c) It is a condition of your participation in the Promotion that no Eligible Staff shall be in any manner put at a disadvantage as a result of their having the opportunity to obtain Rewards, or in fact being provided with a Reward. In particular, you must ensure that no account is taken of such opportunity or of any Reward provided when setting or agreeing remuneration or other benefits for any Eligible Staff. We intend that the entire benefit of any Reward, and of the opportunity to obtain a Reward, shall accrue to Eligible Staff, and that no part of such benefit should accrue to you; and you undertake that you shall not directly or indirectly take any such benefit or any part of it.
4. VELUX obligations
a) To the extent we decide, we will support you in your communications with Eligible Staff relating to the Promotion, by providing to you explanatory or promotional materials for distribution to managers at your Branches.
b) By reference to our sales records and, if applicable, by a stock-take at each of your Branches that is participating in the Promotion, we will determine the number of Products sold by each such Branch during the Promotion Period. We may require some cooperation from you in order to do this, e.g. facilitation of any required stock-take.
c) We will provide Rewards in accordance with these terms and conditions. We shall have no obligation to provide any substitute or cash equivalent.
d) We will account for and pay the income tax payable in relation to any Reward provided pursuant to the Promotion. Neither you nor any Eligible Staff will need to do this.
5. VELUX Rights
a) If we suspect fraudulent activity by Eligible Staff or other persons, or other conduct that may gain any Eligible Staff or participating Branch an unfair advantage in relation to the Promotion, we may investigate. You must upon request provide to us all such cooperation as we may reasonably require in relation to any such investigation.
b) If, whether as a result of an investigation or otherwise, we have reason to believe there has been fraudulent activity by Eligible Staff or other persons, or other conduct that may gain any Eligible Staff or participating Branch an unfair advantage in relation to the Promotion, we may in our discretion disqualify the applicable Branch (and therefore all Eligible Staff associated with it) or particular Eligible Staff associated with such Branch. We will notify you accordingly.
a) Nothing in the Contract shall be taken to exclude or limit any liability for: (i) negligence resulting in death or personal injury; (ii) fraudulent misrepresentation or other fraud; or (iii) any matter for which it would be unlawful to exclude or limit liability. Any term of the Contract that has as its object or effect the exclusion or limitation of liability shall be read subject to this paragraph.
b) Subject to paragraph (a) above: (i) we shall not in any circumstances be liable for any loss of business, capital, revenue, profit, reputation or goodwill, or for any other financial loss or for any indirect or consequential loss and damage whatsoever arising out of or in connection with the Promotion, whether for breach of contract, in tort (including negligence) or otherwise; and (ii) our entire liability in respect of all causes of action arising out of or in connection with the Promotion, whether for breach of contract, in tort (including negligence) or otherwise, shall be limited to £1,000.
c) Neither Party shall be considered in breach of the Contract, or liable for any loss or damage which may be suffered, as a direct or indirect result of the performance of any obligations under the Contract being prevented, hindered or delayed by reason of circumstances or events of whatever nature beyond the reasonable control of the Party whose performance is so affected. The Party whose performance is so affected shall: (i) promptly notify the other in writing of the circumstances and the actual or expected effects of them; and (ii) use all reasonable efforts to resume performance and continue performance of its affected obligations.
7. Term and Termination
a) Unless terminated earlier in accordance with its terms, the Contract shall continue in force until each Party has discharged all its obligations under it and shall then forthwith and automatically terminate.
b) In addition to any other right or remedy of such Party, either Party may terminate the Contract by written notice to the other having immediate effect if: (i) the other commits any material breach of any of the terms of the Contract which, in the case of a breach capable of remedy, is not remedied by the other Party within 14 days of the date of a notice to it specifying the breach and requiring its remedy; or (ii) the other Party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.
c) Termination of the Contract (however arising) shall not affect the rights of either Party accrued under or in relation to the Contract prior to termination, and the right to terminate shall be in addition to any other right or remedy that may be available. Paragraphs (1), (2)(c) and (d), (3)(b) and (c), (4)(d), (5), (6), (7)(c), and (8) of these terms and conditions shall survive any termination of the Contract.
8. Other Terms
a) Neither Party shall issue any press release or other announcement, or otherwise publicise the existence of the Contract or the relationship between the Parties embodied in the Contract, except with the prior written approval of the other Party. Such approval shall be in the absolute discretion of the other Party. To avoid doubt, nothing in the Contract shall prevent us from issuing publicity in relation to the Promotion, provided it does not identify you as a participant in the Promotion.
b) No amendment to the Contract will be effective unless it is agreed in writing.
c) If any part of the Contract is found to be invalid or unenforceable then such part shall be deemed removed from the Contract, but without affecting the remainder of it.
d) Neither Party shall without the prior written consent of the other assign any of its rights or obligations under the Contract.
e) No delay by a Party in exercising any right or enforcing any provision of the Contract shall be deemed a waiver of such right or provision.
f) The Contract, as written, supersedes any earlier agreement or communication between the Parties concerning the Promotion, and constitutes the entire understanding between the Parties in relation to it. No terms or conditions not expressly set out in the Contract form part of it.
g) The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in all respects in accordance with the laws of England and Wales. The Parties shall endeavour to resolve any dispute arising out of or in connection with the Contract by negotiation between their representatives who have the authority to resolve the dispute. Any dispute arising out of or in connection with the Contract or its subject matter or formation (including any non-contractual dispute or claim) that is not resolved by other means shall be subject to the exclusive jurisdiction of the courts of England and Wales.