***Please read the following terms & Conditions before accessing Synnex's website***

Synnex Website Access Terms & Conditions

General Terms

1.     The terms & conditions contained herein (as may be modified by Synnex from time to time) (collectively the "T&C") are in additional to (i) the master agreement (as may be supplemented or revised by the parties from time to time) (collectively the "Master Agreement") executed or to be executed between the Reseller (as defined below) and Synnex Technology International (HK) Limited ("Synnex") or (ii) the electronic master agreement mentioned in Clause 42(as the case may be).

2.     By accessing any websites or portals of Synnex or its suppliers (collectively the "Websites") or otherwise indicating acceptance as set forth below, you and the entity which you are accessing the Websites on behalf of (the "Reseller") are agreeing to the T&C, and each time that you access the Websites you re-assert your and the Reseller's agreement to the T&C. If you and/or the Reseller do not agree with the T&C, then both of you and the Reseller shall not access or use the Websites. You and the Reseller represent and warrant that you are the duly authorised representative of the Reseller and have full authority to bind the Reseller to the T&C. If you do not have such authority, you shall not access or use the Websites.

3.     It is the common intention of Synnex, you and the Reseller that the T&C shall be enforceable to the fullest possible extent, regardless of any partial invalidity or unenforceability, and that no silence or failure or delay of or by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Without prejudice to the foregoing, any waiver by Synnex of any T&C or any defaults hereunder shall not constitute a waiver of the remaining T&C or any future defaults hereunder.

4.     The rights and obligations of the Reseller under the T&C shall NOT be assigned by the Reseller without the prior written consent of Synnex.

Password

5.     In order to access the Websites, an account shall be created and a valid user ID and password shall be presented.

6.     It shall be the Reseller's sole responsibility to ensure and to take all necessary actions to safeguard the security of the Reseller's user ID and password.

7.     The Reseller has a duty to change the password periodically, and in particular shall change the password immediately when there is reason to believe that the account security has been compromised.

8.     The Reseller shall be solely responsible for all actions carried out under the Reseller's user ID in or via the Websites, regardless whether such actions are arising out of or in connection with unauthorised use of the Reseller's account (whether by the Reseller's agents, employees, third parties or otherwise), and Synnex shall not be responsible for any loss, damage, injuries, liabilities, proceedings, demands, costs or expenses in this respect. The Reseller agrees not to challenge against Synnex the validity or enforceability of any order placed with the Reseller's user ID via the Websites for product, service, licence or otherwise.

9.     In case the Reseller is aware of any unauthorised use of the Reseller's account or any other breach of security with respect to the Website, the Reseller shall notify Synnex in writing immediately.

Intellectual Property rights

10. All contents included on the Websites, including, without limitation, text, articles, graphics, logos, user interfaces, button icons, images, photographs, audio clips, video clips, digital downloads, data compilations and software ("Contents") are the property of Synnex or its licensors or suppliers and are protected by applicable copyright laws.

11. The design, selection, arrangement, coordination and compilation of all Contents are the exclusive property of Synnex and are protected by applicable copyright laws.

12. All software used on the Websites are the property of Synnex or its software suppliers and are protected by applicable copyright laws.   Further, usage of the Websites by the Reseller or you shall not amount to conveyance of any intellectual property rights from Synnex to Reseller / you.

Confidentiality

13. For the purpose of Clauses 14 to 19 of this T&C, the following defined terms shall have the following meaning:

 

 

 

" Confidential Information "

 

 

means all information , know-how and records (in whatever form held) in connection with all business and affairs carried on by a Party and the group to which that Party forms part in whatever format or media obtained (and whether verbal or written), whether it is marked or notified to the recipient as being confidential or not;

 

 

 

 

 

 

 

 

" Disclosing Party "

 

 

means the Party disclosing its Confidential Information;

 

 

 

 

 

 

 

 

"Parties"

 

means Synnex and the Reseller and their respective successors and permitted assigns and "Party" means any of them;

 

 

 

 

 

 

 

 

" Receiving Party "

 

means the Party receiving the Confidential Information of the other Party;

 

 

 

 

 

14. Subject to other provisions in the T&C, both Parties undertake to keep and maintain all Confidential Information of the other Party in the strictest confidence and not to use or disclose such information to any third party, whether to its own benefit or otherwise, without the prior written consent of the Disclosing Party.

15. Without prejudice to Clause 14 herein, the Receiving Party shall ensure that any person s to whom it is permitted to disclose:

15.1.       shall only be given access to any Confidential Information received from the Disclosing Party on a "need-to-know" basis for the purposes of this T&C;

15.2.       comply with the requirements of confidentiality set out in this T&C in the same manner as if they were the Receiving Party; and

15.3.       shall not cause or permit the Confidential Information of the Disclosing Party to be disclosed to any third party.

16. Without prejudice to the other rights of the Disclosing Party, in the event of an unauthorised disclosure or use of Confidential Information occurring through a disclosure made to the Receiving Party, the Receiving Party shall use all reasonable endeavours to assist the Disclosing Party in recovering and preventing the use, dissemination, sale or other disposal of such Confidential Information.

17. Clauses 14 , 15 and 16 herein shall not prevent the Receiving Party from disclosing any information where it can demonstrate and document that:

17.1.       such information was properly in its possession (with full right to disclose) prior to receiving it from the other Party;

17.2.       such information is or subsequently comes into the public domain other than by breach of its obligations under the T&C;

17.3.       such information was independently developed by it;

17.4.       such information was received from a third party which was free to divulge the same; or

17.5.       disclosure of such information was compelled by an order of court or other governmental authority, statutory body or professional body or was otherwise required by any applicable laws or rules and regulations of any governmental authority, statutory body, professional body and recognised stock market .

18. Further, Clauses 14 , 15 and 16 herein shall not prevent Synnex from disclosing, on a need-to-know basis, the Confidential Information of the Reseller or its end users or end customers to which the Reseller resells the products to Synnex's licensors or suppliers whose services or products may be purchased through the Websites and Synnex is hereby authorised to do so.

19. Clauses 14 to 18 herein shall remain in full force and effect despite the termination or expiration of this T&C.

Prohibited uses of the WEb Site

20. Notwithstanding any other provisions in this T&C, you and the Reseller is prohibited from:

20.1.       Interfering or attempting to interfere with the proper operation of the Websites;

20.2.       Bypassing any measures used to prevent or restrict access to any portion of the Websites;

20.3.       Using any robot, spider , data-miner, scraper or other automated means to access the Websites or its systems for any purpose or to copy, probe, test or monitor any portion of the Website s or in any way reproduce or circumvent the navigational structure or presentation of the Website s or to obtain or attempt to obtain any materials, documents or information through any means not purposely made available by Synnex or its affiliates through the Websites;

20.4.       Taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or any of the systems or networks comprising or connected to the Websites;

20.5.       Compiling, repackaging, disseminating or otherwise using data available on or extracted from the Website s , including product information and prices;

20.6.       Reproducing, recording, retransmitting, selling, renting, distributing, publishing, posting or performing any of the content of the Websites;

20.7.       Modifying, downloading (other than page caching), reproducing, copying or reselling the Websites, the content or any portion or derivative thereof;

20.8.       Copying or downloading any account information of any user of the Website s for the benefit of any other person or entity;

20.9.       Framing or utilizing framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Synnex or its licensors or suppliers ;

20.10.   Using Synnex's name, trademarks, service marks or logos in any meta tags or any other "hidden text";

20.11.   Using Synnex's logo or other proprietary graphic or trademark as part of a link without express written permission; or

20.12.   Using the p roducts and /or services listed for sale on the Websites in life support systems, critical care applications, human implantation, aviation, nuclear facilities or systems or any other applications where product failure could lead to injury to persons or loss of life or catastrophic property damage.

Termination of Access

21. You agree that Synnex may, in its sole discretion and without giving prior notice, terminate or suspend your access to all or any part of the Website s and your u ser ID without notice, for any reason, including without limitation:

21.1.       attempts to gain unauthorised access to the Website s or assistance to others attempting to do so;

21.2.       attempts to overcome software security features limiting use of or protecting any content available on the Website s ;

21.3.       discontinuance or material modification of the Website s or any service available on or through the Website s ;

21.4.       violations of this T&C or applicable law;

21.5.       failure to pay for purchases or otherwise breach of any provisions in this T&C   or the Master Agreement;

21.6.       suspected or actual copyright or trademark infringement;

21.7.       unexpected operational difficulties; or

21.8.       requests by law enforcement or other government authorities .

22. You agree that none of Synnex, any of its affiliates or any of their respective employees, officers, directors, shareholders, agents and representatives will be liable to you or to any third party for termination or suspension of your access to the Websites.

Electronic Communications Disclaimer

23. Synnex shall not be liable for any failure of the EDI (Electronic Data Interchange) service, or any other form of electronic communication to transmit, receive, store or handle documents or perform related activities. Synnex does not represent or warrant that the information accessible via any Website is accurate, complete or current.

24. The Reseller must properly use security procedures which are reasonably sufficient to ensure that all electronic transmissions of data and/or documents to Synnex are authorised and secured and shall be solely responsible for any such unauthorised or unsecured transmissions. Any order properly transmitted in accordance with these T&C is considered to be "in writing". The Reseller agrees not to contest the validity or enforceability of orders placed at the Websites as to whether certain agreements are to be in writing or signed.

 

Limited License

25. The information and databases provided to the Reseller via the Websites are licensed to the Reseller by Synnex for the Reseller's use only in the ordinary course of its business for its review, selection and purchase of products or services from Synnex. Such license is non-exclusive, non-transferable in any sense, and may be terminated by Synnex with or without cause or notice at any time.

prices and availability

26. The prices of the products and /or services listed for sale on the Websites may increase or decrease between the time that the product and/ or service is placed in a "shopping cart" and the time when payment for the purchase is actually made. It is the Reseller's duty to check the price of products and/or services at the time of payment for the purchase and Synnex shall not be responsible for any losses or damage arising from or in connection with such variation of prices.

27. It is possible that the prices of the products and /or services listed for sale on the Websites may be incorrect. Synnex may at its sole discretion cancel any order for such products and/or services on no liability basis .

28. T he Reseller agrees and acknowledges that the s upply of the products or s ervices purchased through the Websites to it or other end users may be subject to the discretion of the relevant supplier or service provider and the availability of the products or services , on which Synnex may have no control. In the event that the products or services could no longer be s upplied to the R eseller by any of the aforesaid reasons or otherwise, Synnex reserves its right to terminate the order for such products or services on a no liability basis and the Reseller shall have no claim against Synnex. In the event that the service provider refuses or ceases to s upply the p roducts or services to a particular e nd c ustomer or otherwise terminates its status as an e nd c ustomer (the "End Customer Termination"), the Reseller shall upon notification by Synnex immediately stop placing orders for or on behalf of that e nd c ustomer. However, the End Customer Termination shall not affect Synnex's right to invoice the Reseller, or the Reseller's obligation to pay Synnex, for any order placed by the Reseller before the End Customer Termination. The Reseller shall have no claim against Synnex for damages or lost profits resulting from or in connection with the End Customer Termination.

Specific terms of each product

29. Each product and/or service may carry an additional specific set of terms and conditions provided by the supplier or licensor of that product. You shall check the specific terms of the product and/or service (if any) before placing such order and that your order will be deemed as your acceptance to the specific terms of that product and/or service.

Third Party Content

30. The Websites may contain links to third-party websites (" Third-Party Websites ") and contents provided by third-party, including but not limited to statements, descriptions, information, representations, opinions and advices, etc. (" Third-Party Contents ").

31. When you click on a link to any Third-Party Websites, Synnex will not warn you that you have left the Websites and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination.

32. Synnex makes no warranty or endorsement and will not guarantee the validity, accuracy, security, integrity, truthfulness, completeness, reliability or usefulness of any Third-Party Contents.

33. Under no circumstances will Synnex be liable for any losses or damage as a result of or in connection with any Third-Party Websites or Third-Party Contents.

Personal Data

34. Synnex may collect the personal data of you , the Reseller and any end customer of the Reseller in a variety of ways when you interact with the Websites, including but limited to applying to become a Reseller, placing an order with Synnex, signing up to receive the Websites' publications. Such personal data are collected in order to facilitate the core business functions of Synnex, which include, among others:

34.1.       to process your requests for products and/or services and communicate with you, supplier and/or service provider about those requests;

34.2.       to register and service your account;

34.3.       to administer surveys, contests, giveaways and promotions;

34.4.       to provide customer service and alert you to product information;

34.5.       to help Synnex improve and customise product and service offerings, Websites and advertising;

34.6.       to send you information about products, services and promotions; and

34.7.       to protect the security or integrity of the Websites and the business of Synnex.

35. Synnex may also receive and store certain types of technical information (such as your IP address, your device operating system, your browser type, the address of a referring website, the path you take through our websites, etc.) when you interact with the Websites. Such technical information are collected to allow the Websites to function properly, support analytics and marketing campaigns and for evaluation of use of the Websites.

36. Except as described hereinbelow, Synnex will not share your personal information with third party unless you have consented to the disclosure or under the following limited circumstances:

36.1.       sharing of your personal information with other companies in the Synnex group;

36.2.       sharing of your personal information for complying with the law or with legal process, or with requests from law enforcement authorities; protecting and defending the rights and property of Synnex; protecting Synnex's customers or users of the Websites from misuse or unauthorised use of the Websites; or protecting the personal safety or property of Synnex's customers or the public;

36.3.       in cases where Synnex is acquired by or merges with another company, transferring of your personal information to such company; and

36.4.       sharing of your personal information to product or service providers or other third-parties which provide support service to Synnex or help Synnex market its products and services.

Indemnity

37. The Reseller agrees to defend, indemnify and hold Synnex and its affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all losses, damages, injuries, liabilities, costs and expenses, including reasonable legal fees, arising from or in any way in connection with your use of any Websites or any Product acquired from Synnex.

Severability

38. If any part of the T&C is found void and unenforceable, it will not affect the validity of the balance of the T&C , which shall remain valid and enforceable according to its terms.

Governing Law

39. The T&C shall be construed in accordance with and governed by the laws of Hong Kong.

Modification

40. Synnex reserves its rights to modify, add or remove the T&C, wholly or partly, at any time at its sole discretion. You agree to be bound by the latest version of the T&C as modified by Synnex from time to time and it is your responsibility to check the latest version of the T&C.

41. Synnex reserves its rights to modify the functionality of the Websites at any time without prior notice.

ELECTRONIC MASTER AGREEMENT

42. If the Reseller has not executed a hard copy of master agreement with Synnex, it accepts all of the terms and conditions of latest version of the electronic master agreement set out in the following link: http://cloud.synnex.com.hk/Home/Terms. Synnex reserves its rights to modify, add or remove the electronic master agreement, wholly or partly, at any time at its sole discretion. You agree to be bound by the latest version of the electronic master agreement as modified by Synnex from time to time and it is your responsibility to check the latest version of the electronic master agreement.

43. If the Reseller has executed a hard copy of master agreement with Synnex, then unless otherwise agreed, Clause 42is inapplicable to the Reseller. If you would like to execute a hard copy of master agreement with Synnex, please contact Synnex at hk_cloudsales@cn.synnex-grp.com, 16/F, Metro Centre I, 32 Lam Hing Street, Kowloon Bay, Kowloon, H.K., (852) 2305-2228.

BY ACCESSING ANY SYNNEX WEBSITES, YOU ACCEPT ALL THE T&C WITHIN THIS AGREEMENT, AND IN ADDITION ACCEPT THE T&C OUTLINED IN THE SYNNEX DEALER APPLICATION FORM. BOTH T&C ARE APPLICABLE ON ALL TRANSACTIONS BETWEEN SYNNEX AND THE RESELLER.

 

©2017 SYNNEX All Rights Reserved.

Updated on 28-Aug-2017