Standard Terms and Conditions

 

The Program provides eligible Partner Representatives the opportunity to earn incentives when completing qualifying activities, as described in the Program Terms.

 

 

The promoter of the Program is Hitachi Vantara LLC. References to “Hitachi Vantara” include, collectively, Hitachi Vantara LLC and its worldwide subsidiaries within the Hitachi Vantara corporate group, as applicable.

 

 

The eligibility period for accrual of an applicable incentive (“Program Period”) is stated in the applicable Program Terms and may be modified or terminated by Hitachi Vantara at its sole discretion at any time.

 

 

Participant eligibility for a specific Program is set forth in the applicable Program Terms. Typically, Partner Representative participation is limited to current sales, marketing, and/or pre-sales systems engineer employees of Hitachi Vantara Partners: i) participating in a Member level or above Partner Program; ii) with an active Partner Program Agreement in place with Hitachi Vantara; and iii) in compliance with all Partner Program requirements. If the Partner Representative’s employer fails to satisfy requirements i), ii), and/or iii) above during the during the Program Period or prior to the incentive pay out date, Hitachi Vantara, at its sole discretion, may disqualify the Partner Representative from entitlement to the applicable Program incentive payment. Employees of Discover program participants are ineligible to take part in the Programs. Activities undertaken by employees of Discover program participants prior to conversion to Member level Partner status will be ineligible for Program inclusion. Programs are available to eligible Partner Representatives in the participating countries as set forth in the applicable Program Terms and subject to applicable laws and regulations.

 

 

To submit a valid claim for a Program incentive, the Partner Representative must demonstrate to Hitachi Vantara’s satisfaction that all Program Requirements have been met. Claims must be submitted in accordance with the Program Terms. Unless otherwise stated in the applicable Program Terms, no one more than one incentive per claim per Program will be awarded.

 

 

Incentive amounts, forms and payment timelines will be defined in the Program Terms.

 

 

Programs are available in participating countries as set forth in the Program Terms and subject to applicable laws and regulations.

 

 

The Partner Representative represents and warrants that: (i) the Partner Representative has not been convicted of any offense involving bribery, corruption, fraud or dishonesty, or to the best of Partner Representative’s knowledge, has been or is the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offense or alleged offense under Anti-Corruption Laws; (ii) the Partner Representative is not an employee, representative, or agent of any state, local, or Federal government entities; and (iii) no family member of the Partner Representative is an employee, representative, or agent of any state, local, or education (SLED) account engaged in decision-making or influence of the sales of Hitachi Vantara products, services, or solutions. Non-compliance with this Section shall be a material breach of these Terms and Hitachi Vantara may immediately terminate this Agreement or suspend its performance hereunder if the Hitachi Vantara has reason to believe that the Partner Representative or the Partner Representative’s employer has breached this Section or Hitachi’s Expectations of Business Partners.

 

 

“Anti-Corruption Laws” means the anti-corruption or anti-bribery laws in effect in jurisdictions where the Partner Representative operates and specifically includes the Foreign Corrupt Practices Act of the United States. The Anti-Corruption Laws apply to the Partner Representative’s activities in connection with the applicable Program. The Partner Representative agrees to comply with the Anti-Corruption Laws. The Partner Representative will not, in connection with this Agreement, take or allow any third party to take, any action or engage in any practice that would violate the Anti-Corruption Laws. Hitachi Vantara may, without any liability to the Partner Representative, immediately terminate this Agreement or suspend its performance hereunder (including withholding incentive payments) if (i) Hitachi Vantara has reason to believe that you have breached this paragraph, or that a breach may occur, or (ii) you refuse to provide information requested by Hitachi Vantara to confirm your compliance with this paragraph. Any incentive which Hitachi Vantara has paid to you will be automatically terminated and cancelled, and you will promptly refund such incentive payments to Hitachi Vantara, if you violate the Anti-Corruption Laws with regard to any transaction for which the incentive was paid.

 

 

The Partner Representative represents and warrants that the offer and acceptance of any incentive under an applicable Program is permitted under(i) the policies and proceduresrelating to acceptance of benefits from third parties of the Partner Representative’s employer; and (ii) the applicable end user customer policies and procedures related to vendor acceptance of incentives under sales incentive or equivalent programs.

 

 

The Partner Representative represents and warrants that the Partner Representative has performed due diligence to confirm that acceptance of incentives under this program complies with all applicable laws and regulations.

 

 

The Partner Representative represents and warrants that none of the end user customer transactions for which incentives have been accrued is (i) a U.S. Federal Government account or (ii) subject to the Federal Acquisition Regulations (FAR) or any state or local government equivalent of the same.

 

 

All applicable taxes (including, but not limited to, Value Added Tax and Withholding Taxes) on incentive payments are the sole responsibility of the Partner Representative. The Partner Representative isrequired to provide relevant tax information to Hitachi Vantara for tax reporting purposes. Failure to provide requested tax information, where applicable, to Hitachi Vantara within thirty (30) days after the Partner Representative’s enrollment in a incentives program may result in the Partner Representative’s forfeiture of incentive payments under the program.

 

 

Where required by law, regulation, or customer policy, or at Hitachi Vantara’s or the end customer’s request, the Partner Representative shall register or otherwise inform the applicable customer or other applicable customer representative regarding the existence of a Program incentive and, if required, the value of the Program incentive to be awarded.

 

 

This Agreement and the terms hereof are confidential information of Hitachi Vantara, and the Partner Representative shall maintain such information as confidential and shall not disclose such information to any third party, even after termination of this Agreement, unless required by law or necessary for compliance with other sections of this Agreement. Partner Representative acknowledges and agrees that failure to comply with this provision constitutes a material breach of this Agreement for which Hitachi Vantara may seek damages and/or other relief as available under applicable law.

 

 

Accrued and redeemed incentive(s) are non-transferrable.

 

 

The Partner Representative is not permitted to directly or indirectly give, share, or offer any portion of the Program incentive to the end user customer or any employee or representative of the end user customer with decision-making authority or influence with respect to the transaction closure or other activity giving rise to the incentive.

 

 

Sales of products under this Program to Federal end-user customers shall not qualify for any incentives calculations or payments under this Program.

 

 

To the fullest extent permitted by law, the Partner Representative shall indemnify, defend, and hold harmless Hitachi Vantara and its subsidiaries, affiliates, parents, successors, and assigns, from and against

any claim, demand, cause of action, debt, or liability (including reasonable attorney or legal fees, expenses and court costs) based upon, arising from, or related to the Partner Representative’s failure to comply with the Partner Representative’s obligations under this Agreement.

 

 

Additional terms may apply and are incorporated herein by reference. These terms are located on the Partner Connect Portal. Participation constitutes acceptance of such terms.

 

 

The Program will be governed by the laws of the State of New York, United States of America.