These Terms apply to the Partner Program offered by ICT to eligible Integrators in New Zealand and Australia.

1.   Partner Program

1.1    Participation: Participation in the Partner Program is available to an Integrator that meets the Eligibility Criteria and is accepted for Partner Program participation by ICT at its discretion.  The Partner Program is exclusively available to Integrators and will not be applicable to distribution or OEM partners of ICT.

1.2    Handbook and Terms: These Terms must be read with the Partner Program Handbook and the Spend and Discount Structure Document.  In the event of any inconsistency between the Partner Program Handbook and the Spend and Discount Structure Document, the Spend and Discount Structure Document will prevail.  In the event of any inconsistency between these Terms and either the Partner Program Handbook or the Spend and Discount Structure Document, these Terms will prevail.  

2.    Eligibility Criteria

2.1    Eligibility Criteria:  To be eligible to participate in the Partner Program, an Integrator must:

(a)    be incorporated (if an entity) or resident (if an individual) in New Zealand or Australia;
(b)    not be a Related Person of ICT;
(c)    meet the following pre-requisites:
(i)    the Integrator must have successfully completed ICT’s Protege GX onboarding process (as determined by ICT from time to time); and
(ii)    the Integrator must have two technicians in direct employment with the Integrator who have completed and hold a current certification in ICT’s Certified Protege GX Installer (Level 1) course.

2.2    Partner Program Participant:  A Partner Program Participant (as defined in clause 3.1) is an organisational level participant and not any particular individual employed by an Integrator. An individual cannot be a Partner Program Participant, however, an individual may be named as a representative of an Integrator.  If an individual ceases employment with an Integrator account associated with their participation in the Partner Program, their representation of that Integrator in the Partner Program will automatically cease.  

3.    Acceptance into the Partner Program

3.1    Acceptance:  Once an Integrator has met the Eligibility Criteria, ICT may (at its discretion) accept the Integrator for Partner Program participation.  An Integrator will be deemed a Partner Program Participant once they have received written acceptance from ICT to participate in the Partner Program (Partner Program Participant).  

3.2    Initial Partner Program Participant Tier:  On acceptance in accordance with clause 3.1 of these Terms, a Partner Program Participant will automatically start on the Bronze Tier (as specified from time to time in the Spend and Discount Structure Document).

4.    Maintaining Participant in the Partner Program

4.1    Requirements:  To maintain its status as a Partner Program Participant, an Integrator must: 

(a)    meet the Minimum Spend Requirements for each Program Period following entry into the Partner Program;
(b)    comply in all respects with the Partner Program Handbook, the Spend and Discount Structure Document, these Terms and its Integrator Sales Agreement;
(c)    at all times have a minimum of 2 certified Level 1 Protege GX installers in its direct employment.

4.2    Review by ICT:  ICT may, from time to time, review a Partner Program Participant’s compliance with clause 4.1.  The Partner Program Participant agrees to co-operate with ICT in respect of any such review and provide ICT with access to its documentation and personnel as may be reasonably requested by ICT to verify the Partner Program Participant’s compliance with clause 4.1.  

4.3    Failure to meet requirements:  If at any time, including following regular account evaluation (including any review under clause 5.4) or review under clause 4.2, ICT considers that a Partner Program Participant does not meet the requirements set out in 4.1, ICT may, by written notice to the Integrator:

(a)    remove the Integrator from the Partner Program; and/or
(b)    offer the Integrator alternative discounts and/or product ranges (instead of the discounts and product ranges available under the Partner Program). 

5.    Minimum Spend Requirements

5.1    Partner Program Tiers:  The Partner Program incorporates Tiers which are determined based on the Qualifying Purchases by the Integrator during a Program Period, with the Minimum Spend Requirements for each Tier set by ICT in the Integrator’s local currency, as specified from time to time in the Spend and Discount Structure Document. 

5.2    Tier Benefits:  Each Tier is associated with specific rewards, benefits, and incentives as determined by ICT and set out in the Partner Program Handbook and the Spend and Discount Structure Document from time to time (Benefits).  

5.3    Minimum Spend Requirements:  To maintain tier status in any particular Tier of the Partner Program, an Integrator must maintain the minimum annual expenditure from Qualifying Purchases as set out in as specified from time to time in the Spend and Discount Structure Document (Minimum Spend Requirements).  

5.4    Advancing or Retaining Tier Status:  

(a)    A Partner Program Participant:
(i)    commences participation in the Partner Program in the Bronze Tier;
(ii)    must meet the corresponding Minimum Spend Requirement for their current Tier to remain in that Tier for the next Program Period;  
(iii)    must meet the corresponding Minimum Spend Requirement for the next Tier up to move up to that Tier for the next Program Period; 

(b)    Following the end of each Program Period, ICT will review the Integrator’s performance, including Qualifying Purchases by the Integrator during that Program Period and compliance with clause 4.1 of these terms, and assess whether the Integrator should:
(i)    cease to be a participant in the Partner Program;
(ii)    remain in their current Tier for the next Program Period; 
(iii)    move to a different Tier for the next Program Period,
and ICT will use its reasonable endeavors to advise the Integrator of the outcome of ICT’s review by 1 February following the end of each Program Period.   

(c)    If, following review under clause 5.4(b), a Partner Program Participant fails to meet the Minimum Spend Requirements to be a participant in the Partner Program or is otherwise ineligible to remain a participant, ICT may, by written notice to the Integrator, remove the Integrator from the Partner Program. If the Integrator is removed from the Partner Program, their eligibility for any future discounts will be as specified from time to time in the Spend and Discount Structure Document. 

(d)    If, following review under clause 5.4(b), a Partner Program Participant fails to meet the Minimum Spend Requirements for their current Tier in a Program Period, then for the next Program Period, ICT may move the Partner Program Participant into a lower Tier that corresponds with the Qualifying Purchases bracket achieved by the Integrator in the relevant Program Period.

(e)    If, following review under clause 5.4(b), a Partner Program Participant meets the Minimum Spend Requirements for a higher Tier in a Program Period, then for the next Program Period, ICT may move the Partner Program Participant into a higher Tier that corresponds with the Qualifying Purchases bracket achieved by the Integrator in the relevant Program Period.

(f)    In addition to the rights above, ICT may, on 60 days’ notice, move an Integrator to a higher Tier within a Program Period if its Qualifying Purchases meet the relevant Minimum Spend Requirements for that higher Tier within a Program Period.  If ICT elects to move an Integrator to a higher Tier within a Program Period, the Integrator acknowledges that it is eligible for the Benefits associated with that higher Tier but is not eligible to receive the Benefits of both the higher Tier and the Tier applicable at the start of the Program Period.  

(g)    ICT will not move an Integrator to a lower Tier within a Program Period.   

(h)    Each Benefit issued to an Integrator by ICT will expire on: 
(i)    the date for expiry specified on any document issued by ICT to the Integrator in connection with such Benefit; or
(ii)    if no date is specified, then upon expiry of the Program Period during which such Benefit is issued.  

6.    Qualifying Purchases 

6.1    Qualifying Purchases:  For the purposes of these Terms, transactions that qualify for rewards under the Partner Program are purchases by an Integrator of Products from ICT during a Program Period, which must be:

(a)    bona fide arms’ length purchases of Products;
(b)    purchases of Products produced by ICT and not third party Products that ICT sells or distributes; 
(c)    purchases directly between ICT and the Partner Program Participant  (not via an intermediary, distributor or other participant in the Partner Program).

6.2    Annual Expenditure:  Qualifying Purchases will be calculated for each Program Period by ICT.  ICT will also prepare and provide quarterly Qualifying Purchases information during each Program Period upon request.  

6.3    Audit:  ICT reserves the right to verify all transactions submitted for consideration as Qualifying Purchases and may reject any transactions deemed ineligible by ICT.  

7.    Termination 

7.1    Termination of Participation:  ICT reserves the right to terminate an Integrator’s participation in the Partner Program with immediate effect on written notice if the Partner Participant:

(a)    does not (as determined by ICT in its discretion) meet the requirements set out in clause 4.1 of these Terms; or
(b)    is otherwise in breach of these Terms, the Integrator Sales Agreement or any other terms agreed between the Integrator and ICT.

7.2    Termination of the Partner Program:  ICT reserves the right to terminate the Partner Program at any time.  If ICT determines to terminate the Partner Program, ICT will provide Partner Program Participants with not less than 30 Business Days’ notice.   

7.3    Effect of termination:  On termination of an Integrator’s participation in the Partner Program or of the Partner Program itself, any accrued rewards, or Tier status will be forfeited unless otherwise determined by ICT.

8.    Partner Program Changes

8.1    Amendments:  ICT may amend these Terms, the Partner Program Handbook, the Spend and Discount Structure Document, or any aspect of the Partner Program at any time, at its sole discretion.  Without limiting the above, ICT reserves the right, at its sole discretion, to modify the criteria for Qualifying Purchases, Tiers, Minimum Spend Requirements and restructure the Tiers of the Partner Program at any time.

8.2    Updates:  Any updated Terms, Partner Program Handbook or Spend and Discount Structure Document will be advised to Partner Program Participants and published online.  Any such updates will take effect immediately unless otherwise noted.

9.    Disclaimer and Exclusion of Liability

9.1    Acknowledgments:  By participating in the Partner Program, the Partner Program Participant agrees and acknowledges that:

(a)    ICT is not liable for errors in administering the Partner Program or unavailability of Benefits; and
(b)    participation in the Partner Program is at the Partner Participant’s own risk. All rewards are provided “as is” without warranties of any kind, whether express or implied.

9.2    Exclusion of Liability:  To the fullest extent permitted by law, ICT shall not be liable for any loss, damage, or expense (including, without limitation, loss of profits, business interruption, loss of data, or indirect or consequential damages) arising out of or in connection with an Integrator’s participation in the Partner Program, including but not limited to:

(a)    any delay or failure in crediting or redeeming rewards;
(b)    unauthorised access to or use of Partner Participant account information;
(c)    any amendment to these Terms, the Partner Program Handbook or the Spend and Discount Structure Document;
(d)    modifications, suspension, or termination of the Partner Program; 
(e)    any technical malfunction, system or calculation error; or
(f)    any force majeure event beyond the control of ICT.

9.3    CGA: The Integrator and ICT acknowledge and agree that they are both in trade, the Integrator is acquiring the Products and any rewards under the Partner Program Scheme, and the Products and any rewards under the Partner Program Scheme are supplied in trade, and the consumer guarantees set out in the Consumer Guarantees Act 1993 shall not apply to the supply of Goods and any rewards under the Partner Program Scheme under these Terms. 

10.    Complaints
Any complaint regarding the Partner Program or these terms should be made in writing to ICT via ICT’s online enquiry form. ICT reserves the right to determine any complaint or dispute arising in connection with the Partner Program or under these terms.

11.    Data 

11.1    Authority to collect: The Integrator consents to provide, and authorises ICT to access, collect, retain and use, personal information about the Integrator as well as commercially sensitive information of the Integrator relating to the Partner Program, including sales information, to enable ICT to administer the Partner Program, analyse performance and tailor offers.   

11.2    Data use:  As part of the Partner Program, Integrator data will be collected and used for Partner Program administration, performance analysis, and tailored offers and rewards. All such data will be handled in accordance with ICT’s Privacy Policy available at https://ict.co/privacy-policy/.

12.    General

12.1    Waiver: The failure by ICT to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect ICT’s right to subsequently enforce that provision. 

12.2    Severability: If any provision of these Terms shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 

12.3    Relationship of the Parties: Nothing contained in these Terms will be deemed to create any association, partnership, joint venture, or relationship of principal and agent between ICT and the Integrator. 

12.4    Governing Law: These Terms shall be governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

12.5    Contact:  For questions or support regarding the Partner Program, contact us at ict.co.

12.6    Taxes:  Rewards or other benefits under the Partner Program may be taxable.  The Partner Program Participant is solely responsible for payment of any taxes, withholdings or other tax liabilities arising from their participation in the Partner Program.  

13.    Definitions and Interpretation

13.1    Definitions: In these Terms, the following terms shall have the meanings specified:

Business Day means a day on which banks are open for business excluding Saturdays, Sundays, or public holidays in Auckland, New Zealand.  

Eligibility Criteria means the eligibility criteria for entry into the Partner Program as set out in clause 2.1 of these Terms, together with any other relevant eligibility criteria set out in the Partner Program Handbook, the Spend and Discount Structure Document, or these Terms.

ICT means Integrated Control Technology Limited, NZBN 9429035712794, with its registered office at Deloitte Centre, Level 20, 1 Queen Street, Auckland, 1010 , New Zealand.  

Integrator means a person/s or business, appointed by ICT as an Integrator pursuant to an agreement requesting ICT to provide goods or services as specified in any invoice, document or purchase order, and if there is more than one person requesting the goods or services, Integrator is a reference to each person jointly and severally. 

Integrator Sales Agreement means an integrator sales agreement (including cash or credit account application and general terms and conditions) entered into by the Integrator and ICT, in a form agreed by ICT. 

Partner Program means the ICT Integration Partner Program created and operated, and amended from time to time, by ICT.

Partner Program Handbook means the handbook created and amended from time to time by ICT, which sets out details of the Partner Program member Benefits and Tiers.
 
Partner Program Participant means an Integrator who has met all Eligibility Criteria, including completing ICT’s Protege GX onboarding process, and has received written approval for Partner Program participation from an authorized ICT representative. 

Minimum Spend Requirements means the minimum annual expenditure on Qualifying Purchases an Integrator is required to achieve and sustain to qualify for and maintain for participation in the Partner Program as set out in clause 5 of these Terms.

Products means Goods and Services as those terms are defined in the Integrator Sales Agreement.

Program Period means a period of 12 calendar months from 1 January to 31 December in any year in which the Partner Program operates, or in the case of the first year an Integrator joins the Partner Program, the period from the date on which the Integrator joined the Partner Program until 31 December in the same year.

Qualifying Purchases means qualifying purchases by an Integrator from ICT as defined in clause 6 of these Terms. 

Related Company has the meaning given to that term in section 2(3) of the Companies Act 1993, but with that meaning extended by reading section 2(3) of the Companies Act 1993 as if “company” included any body corporate (wherever incorporated or formed). 

Related Person of ICT means an employee, contractor, agent or representative of ICT, a Related Company of ICT or any employee, contractor, agent or representative of a Related Company of ICT.

Spend and Discount Structure Document means the document entitled ICT Partner Program Spend and Discount Structure, as produced and updated (in ICT’s sole discretion) by ICT from time to time. 

Terms means these terms and conditions for the Partner Program, as amended from time to time. 

Tier means a tier of the Partner Program, as specified from time to time in the Spend and Discount Structure Document.   

13.2    Interpretation: In the interpretation of these Terms, unless the context otherwise requires or as specifically otherwise stated:

(a)    headings are for convenience only and do not affect the interpretation of these Terms.
(b)    the singular includes the plural and vice versa.
(c)    where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
(d)    the words 'such as', 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation.
(e)    a reference to a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate.
(f)    a reference to a document includes all amendments or supplements to that document.
(g)    when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day. 
(h)    all amounts exclude every tax and duty, unless otherwise expressly provided.