1 The terms and conditions listed below are to be included in the online form where the reseller submits a redemption request. The reseller must agree to the terms and conditions to be considered for redemption. Terms and Conditions for the EU/EFTA and CEE Non-EU/EFTA Windows Server Hyper-v deployment Cash Back Promotion Important: Please read these terms and conditions before participating in this promotion. By applying for this promotion you are agreeing to the following terms and conditions under which Microsoft Ireland Operations Ltd. offers this promotion. By applying for redemption under the cash back promotion, you are deemed to have read, understood and agreed to abide by these terms and conditions. DEFINITIONS Cash Back means a credit note paid by Microsoft Ireland Operations Ltd. to a Microsoft authorised Distributor in EU/EFTA or CEE Non-EU/EFTA, as applicable, after your application for the promotion has been accepted by Microsoft via validation . Hyper-V deployment means installing Windows Server 2012 on the physical server hardware, installing the Hyper-V role, and hosting one or more instances running Windows Server as virtual machines on the server. Distributor means a distributor who is authorised by Microsoft to sell Microsoft Finished Goods Products or Microsoft Open Licenses in EU/EFTA or CEE Non-EU/EFTA, as applicable, under and pursuant to a Microsoft channel agreement signed with Microsoft. Eligible Customer means a Small and Medium Business (SMB) customer in EU/EFTA or CEE Non- EU/EFTA, as applicable, who is not on Microsoft s internal list of corporate accounts or major accounts. After each submission, Microsoft will respond by if the customer is an eligible SMB customer within a maximum of 14 business days after your request ( eligibility note ). Eligible License Type has the meaning of Open License ( Open L ), Open License with Software Assurance (Open L&SA), New Open Value ( OV ) and New Open Value Subscription ( OVS ), Full Packaged Product (FPP) Eligible Product means the Microsoft items or Stock Keeping Units (SKUs) that meets the conditions (minimum quantity, product types, period, maximum quantity, maximum claims) required for each customer. See section Cash Back Offer below for details. Eligible Reseller means a Microsoft reseller with registered offices in EU/EFTA or CEE Non-EU/EFTA, as applicable, transacting an eligible license type and eligible products from a Microsoft authorised Distributors in EU/EFTA or CEE Non-EU/EFTA, as applicable, and sold directly by the Microsoft reseller to a customer in the EU/EFTA or CEE Non-EU/EFTA, as applicable. EU/EFTA means the European Union and European Free Trade Association region that consists of the following countries: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg,
2 Malta, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland, and United Kingdom. CEE Non-EU/EFTA means the Central and Eastern Europe region that consists of the following non- EU/EFTA countries: Russia, Ukraine, Kazakhstan, Serbia, Albania, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan, Mongolia, Georgia, Macedonia (FYROM), Moldova and Montenegro. CONDITIONS Compliance: A reseller may earn cash back according to the promotion description if it has satisfied the relevant requirements for that cash back and otherwise complied with these terms and conditions in all respects. A reseller may not earn a cash back for the same customer in more than one country within EU/EFTA and CEE Non-EU/EFTA. Redemption Request: In order to claim a cash back under this promotion, a reseller who has placed an order for Eligible Products shall submit a redemption request along with all required documents, including a scanned version of its invoice to the customer. This invoice may have the payment prices made illegible, but must contain the Open Agreement Number. Each redemption request must be in full compliance with the instructions and fields required on the online portal. Reseller may make more than one claim, but subject to a maximum of 1 claim per eligible customer per reseller. A reseller is not eligible to make a claim later than December 31 st 2013 for the license sales, and claims for Hype V deployment are accepted till March 31, Validation: on receipt of the reseller s redemption request, Microsoft will validate the reseller s eligibility for the cash back using its internal tools. Microsoft will notify the reseller of the receipt, completeness and validation of the eligible customer and product within about 14 business days of Reseller s claim in the web portal tool by sending the eligibility note. Customer: The customer must not be on Microsoft s internal list of corporate accounts or Major accounts. The cash back promotion is eligible for small and medium business customers. Reseller will be notified after making a redemption request if the customer is not eligible via eligibility note. Payment: If Reseller s eligibility for a cash back is validated, Microsoft will arrange for payment of the appropriate cash back amount to be paid as a credit note to the Distributor within 60 days after the date of the confirmation ( validation sent as validation). Payment of credit notes will only be confirmed when products sold to end user can no longer be returned as per the regional return policy. Quantity of license eligible: Each product redemption is limited to a maximum number of licenses, as defined under the conditions for this cash back promotion. See section Cash Back Offer below for details. Cash Back Offer: The Windows Server Hyper-V Cash Back offer has two components: The sale of eligible Windows Server Licenses The deployment of Hyper-V on the sold Windows Server licenses
3 To be eligible for the Windows Server Hyper-V rebate, a reseller shall sell Windows Server licenses AND deploy Hyper-v for the licenses sold during promotion period. Claim submissions for the Windows Server sale must be completed no later than Dec 31, Claim submissions for the Hyper-V deployment must be completed no later than March 31, Duration: licenses must be sold from October 1st 2013 until December 31 st Hyper-v must be deployed from October 1st 2013 until March 31 st License Type: Open (including Open L, Open L&SA, New Open Value, New Open Value subscription). Note: Commercial and Government SKUs are eligible. Academic Open licenses as well as all Rental Rights licenses are not eligible and excluded from this cash back program. Cash Back Offer per license for sales through Distribution: $ 500 per license for selling and deploying Windows Server Datacenter/ Hyper-V $ 500 per license for selling and deploying Core Infrastructure Suite (CIS) Datacenter/ Hyper-V $ 250 per license for selling and deploying Windows Server Standard/ Hyper-V $ 250 per license for selling and deploying Core Infrastructure Suite (CIS) Standard/ Hyper-V. The final cash back amount will be converted from USD to CHF (Swiss Franc) for credit notes transacted by a Microsoft authorised Distributor in Switzerland. The final cash back amount will be converted from USD to GBP (British Pound) for credit notes transacted by a Microsoft authorised Distributor in the United Kingdom. All other cash back amount for EU/EFTA will be converted from USD to EUR (Euro) for credit notes transacted by a Microsoft authorised Distributors in Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden. The cash back amount for CEE Non-EU/EFTA will be converted from USD to EUR (Euro) or the equivalent currency for credit notes transacted by a Microsoft authorised Distributors in Russia, Ukraine, Kazakhstan, Serbia, Albania, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan, Mongolia, Georgia, Macedonia (FYROM), Moldova, and Montenegro. The rate of conversion from USD to CHF, from USD to GBP, from USD to EUR and USD to other currencies will be published in the confirmation sent to eligible resellers confirming that the credit notes has been paid to a Microsoft authorized distributor. The rate will be based on the closing mid spot rate on the last Wednesday of the month prior to when the credit notes are paid. This rate will be based from the London Stock Exchange and can also be found published in the Financial Times on that same date. (For example, credit notes paid at the end of November 2013 will be converted using exchange rates based on the closing mid spot rate from the last Wednesday of October 2013). License count threshold The offer is limited to: Maximum Cap per customer per reseller: o 5 licenses per agreement Maximum of 1 claim per customer per partner
4 The maximum payment for any reseller participating the cash back program is limited to a maximum of USD 50,000, or equivalent, through the entire campaign period. Conflicts of Interest: Reseller will not be entitled to receive a cash back when related to a customer 1) that is owned by or affiliated with the reseller, or 2) to which the reseller owes an agency or fiduciary duty, be it contractual or legal in nature, unless in either instance the cash back is not prohibited by applicable law and the reseller informs the customer in writing before the reseller performs any of the activities and the customer provides its written consent that it does not object to the reseller receiving a cash back. Reseller must provide a copy of the written consent upon request by Microsoft. Failure to comply with this provision constitutes a material breach of these terms and conditions. Resellers that are Public Sector entities themselves or in a conflict of interest toward their customers are excluded from earning a cash back. Errors: Reseller must report any errors, issues or disputes regarding the calculation and payment of cash back to Microsoft in writing within 30 days of receipt of the validation from Microsoft. If Microsoft has not received written notice from Reseller within the 30-day period, Reseller will be deemed to have accepted the calculation or payment. Microsoft reserves the right at any time to adjust the credit note payment to the Distributor, if Microsoft identifies any discrepancy, error or omission. Taxes: It is solely the Reseller s responsibility to report and pay all applicable taxes or duties that may be required under any appropriate laws related to the cash back it receives. Reseller must consult its own tax advisor with any question or concern about the taxes that apply to it in relation to the cash back promotion. Microsoft and its affiliates will not be liable for any taxes, including income taxes, withholdings and good and services taxes (if applicable) or their equivalent, in connection with any payments made to Reseller under these promotions. Voluntary participation: participation in each cash back promotion is entirely voluntary. Non-exclusivity: the cash back promotions are non-exclusive, and reseller is free to license, use, recommend or support non-microsoft software, hardware or services. Disputes: Microsoft offers this promotion in its sole discretion for the promo applications it approves and confirms via validity notice. In the event of any dispute arising from or in relation to a cash back redemption, (e.g. whether or not the customer is an SMB customer, the validity of a redemption request, etc.), the decision of Microsoft shall be final and binding. No correspondence will be entertained. Exclusion of liability: to the maximum extent permitted by applicable law, in no event shall Microsoft or any of its affiliates be liable for any damages or losses whatsoever (including, but not limited to, damages for loss of profits, for business interruption, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence and for any other pecuniary or other loss whatsoever) arising out of or in any way related to Reseller s participation in the cash back promotion, even if Microsoft has been advised of such damages, and even in the event of fault, tort (including negligence) or strict or product liability or misrepresentation. Notwithstanding any other provision of these terms, nothing shall limit or exclude Microsoft s liability for personal injury or death caused by Microsoft s or it s subcontractor s negligence, or for fraud by it or its employees or subcontractors Privacy: The information submitted by Reseller when participating in the Promotion may include phone numbers, address, ID number and other personal information of Reseller s employee(s) ( Personal
6 CHANNEL CODE OF CONDUCT Reseller affirms that unauthorized copying of copyrighted computer software violates the law and is contrary to both its standards of conduct and industry standards. Reseller disapproves of such unlawful copying as contrary to the collective interests of software developers, manufacturers, and sellers. Accordingly, Reseller will apply these principles to its business: It will not commit or tolerate the making or using of unauthorized software copies under any circumstances. It will provide legally acquired software to meet all legitimate software needs in a timely fashion and in sufficient quantities for all its computers. It will comply with all license or purchase terms regulating the use of any software it acquires or uses. It will enforce strong internal controls to prevent making or using of unauthorized software copies. This includes taking effective measures to verify compliance with these standards and appropriate disciplinary actions. It will neither commit nor tolerate the manufacture, use or distribution of unlicensed software under any circumstances. It will only supply original, licensed software to its customers. It will comply with all terms regulating the supply of software. It will endeavour to ensure that its customers only use the original, licensed software.