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TD SYNNEX CLOUD SERVICES PLATFORM TERMS AND CONDITIONS OF USE
Last version: December, 2022
This Terms and Conditions of Use (“Terms and Conditions”), sets forth the rules and conditions of use for CLOUD SERVICES PLATFORM (“StreamOne” or “Platform”), developed and provided by TD SYNNEX Contracting Party specified on the Exhibit A of this Terms and Conditions, for the acquisition of services and software licenses in the cloud computing environment (Cloud Computing).
1. BACKGROUND:
1.1 TD SYNNEX CLOUD SERVICES PLATFORM WILL BE USED THROUGH ACCESS TO OUR PORTAL StreamOne, WITH OPEN VIEWING TO ANY AND ALL LEGAL ENTITIES PREVIOUSLY REGISTERED IN TD SYNNEX 'S "PARTNER PORTAL", BUT WITH LIMITED USE TO THOSE USERS WHO FULLY ACCEPT THESE TERMS AND CONDITIONS OF USE WITH ELECTRONIC CONSENT.
1.2. BEFORE USING THE TD SYNNEX CLOUD SERVICES PLATFORM PLEASE READ THIS INSTRUMENT CAREFULLY AND IF YOU DO NOT AGREE WITH ANY RULE OR CONDITION; DO NOT ACCEPT ITS TERMS.
1.3. THE FOLLOWING RULES AND CONDITIONS SHALL BE DEEMED TO BE ACCEPTED BY YOU, THE USER OF THE TD SYNNEX CLOUD SERVICES PLATFORM, UPON ELECTRONIC ACCEPTANCE OF THIS INSTRUMENT AND SHALL BE REAFFIRMED, INCLUDING REGARDING FUTURE CHANGES, UPON EACH ACCESS TO THE PLATFORM.
1.4. USER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT MAY BE AMENDED OR UPDATED AS NECESSARY, AND THAT SUCH CHANGES WILL NOT ALTER OR REVOKE USER'S ACCEPTANCE.
2. DEFINITIONS:
This legal instrument shall be interpreted in accordance with the above definitions set out below:
a) TD SYNNEX CLOUD SERVICES PLATFORM or simply the "PLATFORM": Specific electronic portal, owned by TD SYNNEX , intended to serve as an environment for publicizing and/or sale of third-party solutions offered by TD SYNNEX , based on the prior registration of the respective USERS. This platform can be subdivided into different independent platforms according to the respective Manufacturer and/or solutions to be sold (Cloud Solv, "Cisco MSLA" etc.), and these Terms and Conditions apply indistinctly to all these subdivisions;
b) USER: legal entity that access the electronic portal of the PLATFORM in search of information about the solutions offered by a third-party manufacturer/developer (“MANUFACTURER”), distributed by TD SYNNEX , or even buys directly from the aforementioned platform, after it’s on-boarding and credit analysis;
c) MANUFACTURER: third-party manufacturers/developers or holders of the license rights of the respective applications, who provide solutions offered and sold to the USERS by TD SYNNEX through the PLATFORM;
d) QUOTE: terms and conditions of sale related to the specific acquisition of a certain solution, which will be communicated to the USER, upon request, through the PLATFORM;
e) SOLUTION: applications, software or services made available by the MANUFACTURERS and/or TD SYNNEX to the USERS through the PLATFORM;
f) ACQUISITION OF A SOLUTION: acquisition by the USER of solutions made available exclusively by TD SYNNEX and sold directly through the PLATFORM;
g) TD SYNNEX CLOUD SERVICES PLATFORM TERMS AND CONDITIONS OF USE (also the “Terms and Conditions”): this agreement between the USER and TD SYNNEX , set forth the terms and conditions for the use of the PLATFORM, disclosure, contracting and access to the solutions offered herein.
3. USERS:
3.1. The USER of the PLATFORM must have full and unlimited civil capacity to contract, under the terms of the legislation in force in their country and of the respective constituent acts, and declares to have said legal status when registering in the PLATFORM database. If you accept these Terms as a representative of a legal entity, you declare and guarantee that: (a) you have full legal authority to represent the legal entity; (b) you have read and understood the Terms and Conditions of Use; and (c) you fully agree, on behalf of the represented party, to these Terms and Conditions of Use.
3.2 Registration as a USER is free and is not restricted to those who have the capacity/competence to contract under the terms of the previous point.
4. MANUFACTURERS:
4.1 The registration as MANUFACTURER is restricted to the strategic commercial partners of TD SYNNEX , so that they can, for their own convenience and without the need of justification, approve or not the registrations of MANUFACTURER. The simple approval of the MANUFACTURER registration does not imply the previous and unrestricted approval to disclose solutions in the PLATFORM, which must also be individually approved by TD SYNNEX .
5. GENERAL RULES FOR OPERATING THE PLATFORM.
5.1. The operation of the PLATFORM requires complete prior registration to allow the opening of a personal account, in which the user will be informed, among other data, of the e-mail address and personal password to access the PLATFORM.
5.2 The PLATFORM will open a communication channel between TD SYNNEX and the USER, having its own tool for this purpose;
5.3 The PLATFORM does not consist of a contracting and payment environment between MANUFACTURERS and USERS. All MANUFACTURER solutions, which can be traded through the PLATFORM, will be sold exclusively through TD SYNNEX as Distributor.
5.4 Advertisement of MANUFACTURER solutions will be made through TD SYNNEX 's exclusive commercial convenience screen, which requires prior approval before being made available on the PLATFORM.
5.5 TD SYNNEX 's prior analysis of the advertisements made by TD SYNNEX is not intended to guarantee or warrant the information and data of any nature disclosed by the MANUFACTURERS in the respective advertisements, which are the sole and exclusive responsibility of the MANUFACTURERS, and TD SYNNEX shall not be liable for any inaccuracies, failures, illegality, defects, omissions or any other circumstances related to such advertisements of solutions.
5.6. Maintenance of the MANUFACTURER'S solution announcements will be passed through the TD SYNNEX commercial convenience screen, which may elect to remove them from the platform without notice, regardless of justification.
5.7. Users may have restricted access to the PLATFORM in accordance with TD SYNNEX internal policies, and therefore may not have access to certain functionalities, solutions, specific pricing policies and other features.
5.8. If this functionality is available, the USERS may use the platform to intermediate in the sale to their final users, so that TD SYNNEX may invoice the solutions directly (direct billing) to the final users (clients), captured by the USER, at the time of their implementation, in compliance with the specific rules for such operation, which are set forth below.
5.9 It is not guaranteed that the prices and stocks of the solutions transported on the PLATFORM are complete and updated and may be modified and/or supplemented without prior notice.
6. USER RESPONSIBILITIES.
6.1 USERS are solely responsible for any type of obligation incurred that has been initiated and/or terminated by the use of the PLATFORM.
6.2 USERS are the only responsible for the commercial relations they have with any third party as a consequence of the solutions acquired by the PLATFORM, including the final users in case of direct billing, so they cannot claim any right, prerogative, compensation, action or responsibility against TD SYNNEX . Users must release TD SYNNEX from any claim or action by their customers against TD SYNNEX by taking all necessary steps.
6.3 USERS must read and accept the additional terms, manuals and/or policies that apply to the solutions before accessing, contracting, marketing and/or using them, especially those made available by the respective MANUFACTURERS, and must take such information to their end users in case of direct billing by TD SYNNEX .
6.4 The MANUFACTURER shall be solely responsible for all information contained in the PLATFORM announcement regarding functionalities, method of activation, warranty, rights and duties of the users, technical specifications, etc.
6.5. The USER shall ensure that its customers are scientifically identified and shall accept the conditions, guarantees, policies, characteristics and descriptions of the solutions announced on the PLATFORM and in the applicable documentation of the respective MANUFACTURER.
6.6 USERS agree that the MANUFACTURER alone shall be responsible for the execution of the solutions and services provided by the PLATFORM, as described in the respective sales proposals, data sheets, end-user agreements and/or manuals. In case of direct billing, such information shall be duly informed and accepted by the captured end users.
6.7 The USER will be responsible for the acts of third parties carried out from the use of their PLATFORM access account. In this case, TD SYNNEX shall not be liable for any special, incidental, consequential, punitive, or indirect damages, or direct / indirect loss of benefits, lost profits, lost data, or business interruption, resulting from such circumstance.
6.8. The USER must immediately report any error or material misuse of the PLATFORM at soportecsc.mca@synnex.com or through a specific form on the platform itself.
6.9. USERS of the PLATFORM are aware and agree that the quote obtained in this environment does not exempt in all cases from the acceptance of the Sales Terms and Conditions of TD SYNNEX . The Sales Terms and Conditions will continue to be applicable and effective to govern the contracted operation and will prevail in case of conflict. The contracting made by the USER directly on the PLATFORM, without the generation of a specific sales offer, will represent the unrestricted acceptance of all the terms of this instrument, especially the general contracting terms of TD SYNNEX listed below.
6.10. The USER is aware that the use of the PLATFORM and of any solution made available to them is at their own risk, and therefore the USER and the respective end users (customers) are the only and exclusive responsible for any damage or failure caused to the system of their computer, mobile device or other device, including the respective network, as well as for the eventual loss of data, resulting from the use of the PLATFORM or of any solution made available or contracted through it.
6.11. USERS undertake to comply with all tax laws that may apply to the operations carried out on the PLATFORM and to collect all taxes at their expense.
6.12. USERS agree that TD SYNNEX will withhold any tax in accordance with applicable law at the time of any payment due to it.
7. TD SYNNEX 'S LIABILITY:
7.1 Due to the nature of the respective service offered, TD SYNNEX is not responsible for damages of any nature or origin caused by the insufficiency, failure or interruption of the PLATFORM or any service or functionality provided therein.
7.2 There is no warranty that the PLATFORM and its functionalities and services: a) Do not present failures in their use or are error-free; b) Their use will be uninterrupted; c) Are immune to losses, corruption, attacks, viruses, interference, hacks or other cyber-attacks, which will be considered force majeure events for all purposes of law.
7.3 The USER agrees that TD SYNNEX may from time to time suspend the PLATFORM for an indefinite period of time or cancel it at any time, even for technical reasons.
7.4 The USER acknowledges and agrees that TD SYNNEX is limited to maintaining the PLATFORM in a manner that is NOT RESPONSIBLE:
a) for the technical and political content of the MANUFACTURER's solution announcements that are transmitted on the PLATFORM, including the specification, features, quality, timeliness, accuracy, warranty or defects of the solutions.
b) for the support, assistance, maintenance and guarantee of the solutions, which are the responsibility of the respective MANUFACTURERS;
c) for any damage, whether direct or indirect, material or moral, loss of profit or unlawful, caused by non-compliance or defective application (in relation to the quantity, nature, quality, efficiency or timeliness) of the MANUFACTURERS' solutions;
d) for obligations and charges imposed on the USER by the MANUFACTURERS as a result of the procurement of a solution disclosed on the PLATFORM; and
e) for any infringement by third parties, including USERS and MANUFACTURERS, of the regulations on the protection of personal data, who shall be exempted from any claims, administrative proceedings or legal condemnation for irregular processing of personal data, with a right to return or complaint, in accordance with Article 125.II of the Code of Civil Procedure.
7.5 In the event of a dispute between the USER and the MANUFACTURER, the USER agrees to release TD SYNNEX from any liability for damages, losses and lost profits incurred, taking all steps, including procedural steps, to release TD SYNNEX from any liability, charge, damage or loss of any kind.
7.6 Without prejudice or limitation to the full effect of the limits and disclaimers set forth in these Terms, TD SYNNEX and any of its subsidiaries and affiliates shall only be liable for such damage or loss of profit as may be incurred up to the amount paid by the respective USER to TD SYNNEX in view of the specific transaction causing such possible damage or loss of profit.
8. LICENSE OF USE.
8.1. Under the strict terms of this agreement, TD SYNNEX grants the USERS a non-exclusive, limited and revocable license to use the PLATFORM, specifically to access and use it, in a strictly personal way, for the purposes for which it is intended.
8.2 The license granted herein is limited and does not allow the USER to sell or resell the PLATFORM or its content; to collect or use any product information, solutions, descriptions, listings and other prices transmitted through said PLATFORM; or to make any use derived from the PLATFORM or its content.
8.3 TD SYNNEX may modify the content of this instrument at any time, which will be accepted by the USERS from access to the respective platform after such changes.
8.4 TD SYNNEX may modify the PLATFORM at any time, even in order to launch new versions.
9. OF THE PERSONAL ACCOUNT ON THE PLATFORM.
9.1 In order to use the PLATFORM, the USER must create a personal account in which the e-mail address and other data of the legal entity and its legal representative, as well as a personal access password, will be provided.
9.2 The USER is aware that it is their duty to keep their personal account data duly updated, being solely responsible for its correctness and accuracy.
9.3 To access the PLATFORM, the USER must present a valid password and user ID. The password is the sole responsibility of the USER, who must take all necessary actions to safeguard its security.
9.4 The USER agrees not to contest the validity or applicability of any order placed through the PLATFORM with its password. The USER shall not disclose their password to any person who is not authorized to use it on their behalf. The USER shall be solely responsible for any unauthorized use of their password by their employees or third parties. TD SYNNEX recommends that you change your password periodically and change it immediately when you have reason to believe that the security of your password has been compromised.
9.5 The USER is aware that TD SYNNEX will store the data informed at the time of the creation or eventual update of the personal account in order to identify and control the access to the PLATFORM, and can be informed about the use of the personal data by sending an e-mail to dpo.br@synnex.com.
9.6 The USER is assured the right to request the exclusion of his/her personal account from the PLATFORM, at which time, if the request is approved by the DPO, the stored data may be excluded, and the PLATFORM's right to maintain the information for the legally established periods of time is safeguarded, to safeguard its rights in judicial, administrative or arbitration proceedings.
9.7 TD SYNNEX may disable access to your account by any USER, for example, for security reasons, breach of these Terms or for business convenience, without any prior notice.
9.8 The USERS must always comply with the applicable personal data protection regulations, in particular by using the data they may obtain from the PLATFORM only for the purposes for which it is intended, in a legitimate manner, observing the strict necessity of all information, as well as the least intrusive way to the privacy of the personal data owner, being prohibited any discriminatory and/or abusive use of personal data, and must maintain an adequate technical and administrative structure to ensure the proper use of personal data.
9.9. Upon it becoming aware of any violation of the personal data obtained through the platform, USER must notify TD SYNNEX promptly, and the USER must obtain all the information that TD SYNNEX considers necessary for the evaluation of the incident and its impact on the holders and their interests.
9.9.1 Any notification of the violation of personal data that has been caused by USER’s negligence or willful misconduct must be made at USER’s own expense.
10. PROPERTY RIGHTS.
10.1 The USERS are aware that
a) The PLATFORM, as well as any of its integral parts and functionalities, belong to TD SYNNEX ;
b) All intellectual property rights (copyright and industrial property rights) related to the PLATFORM and its functionalities, including texts, brands, software codes, software, architecture, graphics, logos and designs are owned or authorized by TD SYNNEX and are protected by copyright, brands, patents and other intellectual property rights;
10.2 USERS agree not to copy, duplicate, modify, transfer, alienate, reproduce the PLATFORM and its functionalities, or exploit or create (for themselves or another person) any product or service that seeks to copy or equal the PLATFORM.
10. 3 In relation to the solutions and services offered by the PLATFORM, USERS are prohibited from a) copy, sell, license, distribute, transfer, modify, adapt, translate, create derivative works, decompile, reverse engineer, disassemble or attempt to extract the source code of the SOLUTIONS; b) do anything to circumvent or jeopardize the security standards or the use of the content provided, applied or imposed by any resource (including, without limitation, the digital rights management resource and advance blocking) of the SOLUTIONS; (c) use the resources to access, copy, transfer, transcode or retransmit the content in violation of any law or the rights of a third party; or (d) remove, obscure or alter any copyright, trademark or other proprietary rights notices attached to the resources or content therein.
11. GENERAL TERMS AND CONDITIONS FOR THE ACQUISITION OF APPLICATIONS.
11.1 All applications purchases provided by TD SYNNEX made directly by the PLATFORM shall be governed by the following general terms and conditions, notwithstanding the specific clauses established in other terms and/or sales quotes:
a) All values in United States dollars could be converted to local currency, according to the US dollars exchange rate determined the day before the respective invoice date. For currency conversion purposes, TD SYNNEX will use the exchange rate (Sales) applicable on the day before to invoice date as established by the applicable Central Bank of Registered Address of TD SYNNEX , except for Argentina, where the National Bank exchange rate will be used as reference;
b) The existence of any kind of agreement or contractual relationship of the USER with third parties does not affect the payment obligations established with TD SYNNEX ;
c) The USER must maintain its records and information with TD SYNNEX duly updated, in order to comply with the respective collection. The customer may not claim any inaccuracy in the registration or any loss arising from this fact in order to dismiss its obligation to make payment on the due date;
d) The estimated delivery date informed in the PLATFORM is an estimate based on historical data, which considers the date of issuance of the sales order (SO) by TD SYNNEX , which will be made after the analysis and confirmation that all mandatory information have been provided. The USER is aware and accepts that the delivery of the goods may take place before or after the date(s) initially foreseen in the PLATFORM due to operational or commercial circumstances, fortuitous cases or force majeure, in which case TD SYNNEX , regardless of the proof or justification, will not be liable in any way, even with respect to any damage caused to the customer or third parties;
e) The USER, or its end customer, shall give prompt notice to TD SYNNEX , within 3 days from the date of receipt of the access to the software, product or good, regarding any problem or defect in the software, product or good. Such notification must be made in writing or by e-mail and must be reasonably detailed, stating the reasons for the problem or defect. Failure to give notice in a timely manner regarding any defect of the software, product or good will automatically cause the latter to be deemed accepted upon delivery without objection;
f) Delivery of the goods may be proved by any effective means, including certificates issued by the relevant MANUFACTURER;
g) The applications, specifications, services or rights that comprise the goods that are acquired at the present time are those anticipated in the respective manuals, EULA (End User License Agreement) and/or data sheet, whose content the client declares to know and to accept in this act;
h) The list of purchased goods must be technically validated by the USER, and TD SYNNEX is exempt from liability for possible configuration or design errors;
i) The USER is solely responsible for the specification of the goods, and, at any time, TD SYNNEX does not provide consulting or advisory services which would impose responsibility for the suitability or efficiency of the purchased goods in relation to the interests of the client, alone or in the context of a project;
j) The USER declares to know and accept that, unless expressly provided otherwise in a specific proposal or in a written agreement, TD SYNNEX is not responsible for the execution of the installation, maintenance, warranty, assistance, support, updating, replacement, exchange or any type of service that composes the goods to be acquired, whose execution is the sole responsibility of the respective MANUFACTURER;
k) The guarantee of the goods is the sole responsibility of the respective MANUFACTURER and must be requested from them. The term, conditions and processing of the warranty are stipulated in the policy defined by the respective manufacturers/suppliers, which the customer declares to know and accept;
l) Defects in the fulfilment of the contractual obligations of the MANUFACTURER of the goods cannot be considered by the customer as a reason to suspend or eliminate his obligation to pay the price due to TD SYNNEX ;
m) The USER will not withhold/deduct any amount from any invoice of TD SYNNEX without the prior and express approval of TD SYNNEX , which will require the submission of all documentation justifying such deduction, as required by TD SYNNEX ;
n) The prices published in the PLATFORM may suffer alterations, even after being accepted by the USER, due to a modification in the applicable taxes rate, creation of new taxes or change in the price list of the MANUFACTURER, as long as they are duly proven;
o) TD SYNNEX is not responsible for maintaining the prices on new products that will eventually replace products discontinued by the MANUFACTURER;
p) From the acquisition of the software, product or good, no alteration will be allowed in your purchase order, whether in connection with quantity, licenses or values, unless the parties mutually agree in writing;
q) The payment terms published in the PLATFORM are subject to credit analysis until the moment of invoicing. TD SYNNEX will grant or not credit to the customer in accordance with its credit policy, and may require the purchase price to be paid upfront, prior to shipment. TD SYNNEX may from time to time, without notice, change or revoke the customer's credit limit based on changes in TD SYNNEX credit policies or financial situation and/or payment record of the USER or its End User;
r) If the USER fails to make any payment due to TD SYNNEX by the due date, may cause the application of (i) a monetary correction index, according to the index established by the applicable Central Bank of Registered Address of TD SYNNEX (or the index that replaces it), ii) interest accrued from the day following the due date, applied to unpaid invoices at a rate of 4% (four percent) per month, as well as a late payment penalty at the rate of 10% (ten percent) incident on the 5th day from the due date. These charges derived from the delay in payment will be imposed on the outstanding balance updated until its effective settlement. If judicial collection of debts is necessary, attorney's fees will be paid at the rate of twenty percent (20%) of the total amount of the debt;
s) The USER declares to be aware and authorizes that the non-payment of any obligation will imply the protest of the respective titles and information of the noncompliance to the credit protection agencies. In case the titles are protested, in addition to the charges provided for in this instrument, the USER shall take care of the fees of the protest office, either by reimbursing the fees advanced by TD SYNNEX , or by paying directly to the respective protest office.
t) TD SYNNEX is not liable for any contract, obligation, duty, guarantee, delivery, service, promise or project at the expense of third parties.
u) Requests for the substitution/alteration of tax documents can only be considered if they are formally sent, with due justification, within 10 (ten) calendar days following the original invoice and provided that they do not alter the commercial conditions of the respective company. Even if sent within that period, TD SYNNEX has the right to comply or not with submitted request;
v) The purchases made in the PLATFORM may be cancelled at any time, as long as the amount is paid in proportion to the use of the product or program;
x) In case of conflict between these GENERAL TERMS AND CONDITIONS APPLICABLE TO THE PURCHASE OF APPLICATIONS and the conditions of the customer's purchase order, these GENERAL TERMS AND CONDITIONS APPLICABLE TO THE PURCHASE OF APPLICATIONS shall prevail, unless TD SYNNEX expressly reserves in writing the inapplicability of any of their provisions.
12. DIRECT INVOICING.
12.1. If the invoicing is made directly to the respective end user, through the mediation of the USER, the USER (the USER receiving the business) assumes the following obligations towards TD SYNNEX a) to ensure that the end user is fully aware of the contents of the GENERAL CONDITIONS APPLICABLE TO THE ACQUISITION OF THE APPLICATIONS herein, obtaining his acceptance of all their terms and conditions; b) to keep the end user's registration with TD SYNNEX duly completed and updated; c) to jointly respond to TD SYNNEX for the non-compliance of the end user in 1 ) if it submits purchase orders without the corresponding irrevocable requests of the end user; c.2 ) if it does not obtain from the end user, for whom the goods are intended, the express and irrevocable acceptance of the contents of the GENERAL CONDITIONS APPLICABLE TO THE PURCHASE OF APPLICATIONS and the respective invoicing to be performed by TD SYNNEX ; c.3 ) in the event that the end user does not keep the end user record duly updated in the TD SYNNEX database; and c.4) in the event that the end user refuses to pay for delivery due to an act or omission attributable to the USER. Failure to comply with any of the obligations set forth in this Clause shall entitle TD SYNNEX to compensate, regardless of its prior acceptance, the amount corresponding to the verified loss or loss of profit, including with respect to the charges (adjustment, interest and penalty) not received due to the end user's delay, in the commission payments to which the USER is entitled for any business captured by him.
12.2 The commission will be due to the USER after TD SYNNEX actually receives the adjusted amounts for the intermediated supply, there being no right or claim of the USER before such download. In case of partial payments, the commission will be due proportionally, to the extent of the receipts. Unless expressly adjusted otherwise, payment of the commission will be made to TD SYNNEX within fifteen (15) calendar days after the effective receipt by TD SYNNEX of the amounts due to it. The USER must issue the competent invoices for start-up or brokerage services after confirmation that TD SYNNEX has actually received the adjusted amounts for the sale. In the description of the services transmitted in the Invoice, the orders that compose the total value object of the Invoice must be detailed. The timing of the respective payment will follow the internal rules of TD SYNNEX . The calculation of the commissions will always be based on the calculation formula determined by TD SYNNEX and according to the same exchange rate used by TD SYNNEX in its invoicing, regardless of the exchange rate eventually used by the USER in its business. The USER undertakes to return to TD SYNNEX the sales commissions wrongly paid at a time prior to the effective receipt of the adjusted amounts for the sale. The USER expressly authorizes the withholding and offsetting of the commissions owed to it in the event that there is an outstanding debt with TD SYNNEX , regardless of prior or specific consent or communication.
12. 3 Due to the operational circumstances of TD SYNNEX , the Client accepts and agrees that i) must send to TD SYNNEX the invoices for applicable commission within one hundred and twenty (120) days from the date of payment to TD SYNNEX by the respective end users, under penalty of loss of the respective commission; and (ii) if there is a delay of more than 180 (one hundred and eighty) days with respect to full payment due to TD SYNNEX by the respective End Users, the respective commission will be lost, even if the End Users pay the debt after such period.
12.5 Invoices for commissioning or brokerage services will be sent by e-mail, as well as invoiced to the Distributor's establishments.
13. TERM
13.1 This contract shall be for an indefinite term.
13.2 TD SYNNEX may, at any time and without reason, terminate this agreement without notice or compensation, including termination of the USER account or denial of access to all or part of its services.
13.3 TD SYNNEX may, at any time and without justification, discontinue the services provided by the PLATFORM, without notice or compensation.
14. PRIVACY POLICY.
14.1. The users, by themselves or through their directors, officers, employees, service providers or agents, shall maintain the most complete and absolute privacy with respect to any information related to the activities and business of SYNEX WESTCON-COMSTOR, of which they may have knowledge or access by virtue of the commercial relations between the parties; they may not, under any circumstances, use, disclose, reveal, reproduce themselves or third parties or in any other way make them known to third parties, being responsible, in case of breach of this assumed obligation, for the losses and damages and other legal infringements.
15. OTHER PROVISIONS.
15.1 Communications with the USERS may be made through the e-mail address registered in the personal account of the PLATFORM.
15.2 Both parties agree to make every effort to resolve amicably any disputes that may arise from any matter related to the object of this contract.
15.3 USERS may use the PLATFORM only for the purposes permitted in these Terms and in accordance with the rules applicable to the governing jurisdiction.
15.4 USERS agree that TD SYNNEX may assign all or part of the rights and obligations under this agreement to third parties.
15.5 The relationship established by this Terms and Conditions of Use shall be governed by the applicable civil law (“Applicable Law”) specified in Exhibit II-B or the civil law of the country with jurisdiction over the TD SYNNEX entity that hosts the PLATFORM in another territory.
15.6 The Terms established under this agreement may be modified without prior notice and its updated version will be published on the TD SYNNEX electronic platform, being considered current and enforceable against the CSR as of its publication on the electronic platform. It is the duty of the CSR to access to the current and updated version of this agreement periodically and prior entering the electronic platform and / or establishing any commercial relationship with TD SYNNEX . If you do not agree with any modification to be made to this agreement, the CSR must send written notification requesting its termination, notwithstanding the survival of the agreement to govern any situation and relationships established under and in connection with this agreement.
16. GOVERNING LAW AND JURISDICTION.
16.1. The parties agree that this relationship and all binding relationships arising from the PLATFORM shall be governed by the Applicable Law as specified in Exhibit II-B of this agreement.
16.2 The Jurisdiction, as specified in Exhibit II-B of this agreement, shall be chosen in lieu of any other court, however privileged it may be, to settle any dispute between the parties with respect to this contract, including any action, suit or proceeding, whether in or out of court, including any other term, agreement or attachment that refers to or implies, either implicitly, these Terms and Conditions of Use. CSR consents to exclusive jurisdiction and venue in the Jurisdiction.
BY CLICKING THE BUTTON "I HAVE READ AND I ACCEPT THE TERMS AND CONDITIONS OF USE", PRESENTED BELOW, ON BEHALF OF YOUR COMPANY OR ANY OTHER LEGAL ENTITY REPRESENTED HEREIN, YOU ATTEST TO HOLD THE NECESSARY & SUFFICIENT POWER OF ATTORNEY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT OR IF YOU DO NOT AGREE WITH THIS TERMS, DO NOT CLICK THE "I HAVE READ AND ACCEPT THE TERMS AND CONDITIONS OF USE" BUTTON AND DO NOT PURCHASE, SELL THROUGH OR USE THE PLATFORM GOVERNED BY THE AGREEMENT HEREIN.
[Signature block down below]
_____________________________________
TD SYNNEX Contracting Party
□ I HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF USE
Date: __________________________
CSR
Signature: _______________________________________________
Full Name and Tittle of Legal Representative: _____________________________________________________
Company Name: ____________________________________________
Address: ____________________________________________
Exhibit I : Contracting Party, Registered Address y Applicable Territory
“TD SYNNEX Contracting Party” means the identified party selected with an (X) in the schedule down below, based on the Applicable Territory. In the event of multiple Applicable Territories, corresponding country should be selected with an (X).
TD SYNNEX Contracting Party
Registered Address
Applicable Territory
[ ]
TD SYNNEX Perú S.A.C.
Av. Jose Larco 880, Piso 2, Miraflores
Lima, Peru
Perú [ ]
Bolivia [ ]
[ ]
Afina Sistemas Informaticos Limitada
Av. Providencia 1760, of. 1701, Providencia
Santiago de Chile, Chile
Chile
[ ]
Afina Venezuela, C.A.
Avenida Rio Caura, Edificio Centro Empresarial Torre Humboldt, 16th Floor, office #03-07, Caracas, Venezuela
Venezuela
[ ]
Afina, S.R.L.
Av. Cordoba 673, Piso 11
Buenos Aires, Argentina
Argentina [ ]
Paraguay [ ]
Uruguay [ ]
[ ]
TD SYNNEX CALA, Inc.
3350 SW 148th Avenue, Suite 401
Miramar, FL 33027, United States
Centro América y Caribe; Indicar país:
________
[ ]
Westcon Corporation Ecuador WCE Cia. Ltda.
Av. de La Republica E7-61 y Martin Carrión, Edificio Titanium Plaza, Oficina 6-2ª, Quito, Ecuador
Ecuador
[ ]
TD SYNNEX Colombia Limitada
Carrera 19 No 90-10, Piso 5, Oficina 502
Bogotá, Colombia
Colombia
[ ]
TD SYNNEX Costa Rica S.A.
Forum I, Edificio E, Piso 2, TMF Group office
San José, Santa Ana, Costa Rica
Costa Rica
[ ]
TD SYNNEX Panama S.A.
Boulevard Punta Pacífica, Edificio Oceanía Business Plaza, Torre 2000, piso 21, oficina 21D, Panama City, Panama
Panamá
[ ]
Westcon Group Uruguay S.R.L.
Edificio Artigas, Rincón 487, ap 403, 11000 Montevideo, Departamento de Montevideo, Uruguay
Uruguay
[ ]
Westcon Mexico, S.A. de C.V.
Av. Insurgentes Sur 730, Floor 11, Col. del Valle, Del. Benito Juarez, C.P. 03100 Mexico, D.F., Mexico
México
[ ]
Westcon Group Paraguay S.R.L.
Avenida Aviadores del Chaco No. 2050, Asunción, Paraguay
Paraguay
Exhibit II- A : Interest Rates
“Interest Rates” means, in connection with each TD SYNNEX Contracting Party, monthly interest rate percentage to be applied to unpaid fees, as shown down below.
TD SYNNEX Contracting Party
Interest Rate
TD SYNNEX Peru, S.A.C.
2% (two percent)
Afina Sistemas Informaticos Limitada
2% (two percent)
Afina Venezuela, C.A.
1.5% (one and half percent)
Afina, S.R.L.
3.5% (three and half percent)
TD SYNNEX CALA, Inc.
1.5% (one and half percent)
Westcon Corporation Ecuador WCE Cia. Ltda.
1% (one percent)
TD SYNNEX Colombia Limitada
1.5% (one and half percent)
TD SYNNEX Costa Rica S.A.
1.5% (one and half percent)
TD SYNNEX Panama S.A.
1.5% (one and half percent)
Westcon Group Uruguay S.R.L.
3.5% (three and half percent)
Westcon Mexico, S.A. de C.V.
1.5% (one and half percent)
Westcon Group Paraguay S.R.L.
3.5% (three and half percent)
ANEXO II- B: Applicable Law and Jurisdiction
“Applicable Law” y “Jurisdiction” means, in connection with each TD SYNNEX Contracting Party, the laws of the country and jurisdiction of the city specified in the schedule down below.
TD SYNNEX Contracting Party
Applicable Law y Jurisdiction
TD SYNNEX Peru, S.A.C.
Lima, Perú
Afina Sistemas Informaticos Limitada
Santiago de Chile, Chile
Afina Venezuela, C.A.
Miami, Florida
Afina, S.R.L.
Buenos Aires, Argentina
TD SYNNEX CALA, Inc.
Miami, Florida
Westcon Corporation Ecuador WCE Cia. Ltda.
Quito, Ecuador
TD SYNNEX Colombia Limitada
Bogotá, Colombia
TD SYNNEX Costa Rica S.A.
San José, Costa Rica
TD SYNNEX Panama S.A.
Panama City, Panama
Westcon Group Uruguay S.R.L.
Montevideo, Uruguay
Westcon Mexico, S.A. de C.V.
Ciudad de Mexico, Mexico
Westcon Group Paraguay S.R.L.
Asunción, Paraguay