Terms and Conditions

TERMS AND CONDITIONS RELATING TO THE EXCLUSIVE REWARDS SCHEME

These Terms and Conditions govern each Member's participation in the Exclusive Rewards Scheme and each Member's use of the Exclusive Rewards Scheme Website ("this Website"). By participating in the Exclusive Rewards Scheme and using this Website, you agree to these Terms and Conditions in their entirety.

1. DEFINITIONS

"Account" means a Member's Points account; "Redemption process" means the task or action set by Exclusive Networks and / or the Vendor as relevant which must be completed by the Member in order to earn Points; "Company" means a Reseller company which is invited to participate in the Exclusive Rewards Scheme by Exclusive Networks and which shall be represented by a senior member of that Company; "Prize Catalogue" means the catalogue of Rewards, managed by Pointbank, which a Company and an Individual can earn; "Exclusive Networks" means Exclusive Networks Ltd "Individual" means an individual who earns Points for himself / herself; "Law" means: (a) any applicable statute or proclamation or any delegated or subordinate legislation; (b) any enforceable community right (c) any applicable guidance, direction or determination with which Members, Exclusive Networks and / or Pointbank are bound to comply to the extent the same are published and publicly available; (d) any applicable judgement of a relevant court of law which is binding precedent in England and Wales, in each case in force in England and Wales. "Member" means a member of the Exclusive Rewards Scheme being either a Company or an Individual who works at a Company; "Party" means a Member, Exclusive Networks or Pointbank; "Points" means the points earned by a Member by completing the relevant Redemption process which can be redeemed for Rewards as further described in clause 4 below; "Reseller" means a reseller of Vendor's products and solutions; "Rewards" means the rewards which the Member may redeem against Points earned from completing a Redemption process; "Vendor" means the representative of the relevant vendor company who specifies, "owns" and validates a Redemption process.

2. THE EXCLUSIVE REWARDS SCHEME

The Exclusive Rewards Scheme is a corporate rewards programme whereby Members can, subject to compliance with these Terms and Conditions, earn and redeem Points against Rewards for carrying out certain Calls to Action.

3. ELIGIBILITY AND TERMS OF PARTICIPATION
  • 3.1 Each Member of the Exclusive Rewards Scheme agrees to comply fully with these Terms and Conditions and any and all relevant Law.
  • 3.2 Exclusive Networks may disqualify a Member from the Exclusive Rewards Scheme and cancel (or reduce) the number of Points which a Member has earned if a Member does not comply with these Terms and Conditions and / or the Law.
  • 3.3 An Individual will not be eligible to participate in the Exclusive Rewards Scheme unless the Company for which that Individual works has already been approved for participation and registered in the Exclusive Rewards Scheme. In order for a Company to participate in the Exclusive Rewards Scheme, that Company must be represented by a senior member in a position of authority from its organisation.
  • 3.4 Participation in the Exclusive Rewards Scheme is by the invitation of and at the complete discretion of Exclusive Networks only.
4. POINTS

Earning Points

  • 4.1 Only an Individual may complete the process to earn Points. The Company for which an Individual works will earn Points through the activities of its Individuals.
  • 4.2 An Individual (and the Company for which it works where applicable) shall earn the number of Points specified by Exclusive Networks (in its absolute discretion) when he / she participates in and fulfills the process as agreed with Exclusive Networks and / or the Vendor. The Points shall be credited to the Individual and the relevant Company where applicable, once the fulfillment process is done. Points can only be earned against a particular Redemption process during the time in which that Redemption process is valid as specified by Exclusive Networks at its absolute discretion.
  • 4.3 Exclusive Networks and / or the relevant Vendor must validate that the Redemption process has been completed satisfactorily in order for the level of Points specified by Exclusive Networks to be rewarded to the Individual and the Company where applicable. Points shall then be credited to the Individual and the Company Account on the instruction of the Vendor. A decision as to whether or not to validate a Redemption process as complete is at the absolute discretion of Exclusive Networks.
  • 4.4 Where an Individual is earning Points through attendance at a meeting, the Vendor must be present at that meeting in order to validate the Redemption process as described further at paragraph 4.3 above.
  • 4.5 From time to time, and at the absolute discretion of Exclusive Networks / and or the Vendor an Individual may be offered bonus points in relation to a Redemption process.
  • 4.6 Under no circumstances may Points be exchanged for or supplemented by cash.
  • 4.7 Points may not be purchased.

Further Information about Points

  • 4.8a There is no expiry date by which Individual Points must be redeemed from an Account, however, should the Exclusive Rewards Scheme come to an end, the user will be notified by an email.
  • 4.8b Company points will expire on December 31st of each year.
  • 4.9 A Member may check the value of their Points by logging into the Exclusive Rewards Scheme website.

Redeeming Points

  • 4.10 Points can only be redeemed through the Exclusive Rewards Scheme website.
  • 4.11 Points may only be redeemed against Rewards offered within the Exclusive Rewards scheme website and may not be exchanged for cash.
  • 4.12 A Company may only redeem its Points against the running promotions and offers with Exclusive Networks.
  • 4.13 On redemption, the value of the Points will be deducted from that Member's Points balance on the Exclusive Rewards Scheme website.
  • 4.14 In a situation where a Member has redeemed more Points than it is entitled to or where Points have been awarded to a Member incorrectly and then redeemed by the Member, that Member shall "owe" Exclusive Networks an equivalent number of Points and must complete Calls to Action to the value of those Points.
  • 4.15 Points are not transferrable between companies. If an individual leaves a Company they must redeem their points on or before their last date of employment. If Points are left in the Individualís account then these will be returned to Exclusive Networks. An Individual can re-join the programme if the new employer is enrolled in the programme.

Losing Points entitlement

  • 4.16 If a Member breaches these Terms and Conditions, Exclusive Networks [and or the Vendor] may suspend that Member's right to earn and or redeem any Points on that Member's Account and cancel any Points which have previously been earned by that Member.
  • 4.17 Subject to clause 4.8, if a Member's Account is closed, either by the Member or by Exclusive Networks, for any reason, that Member will not be able to redeem any Points which may have been accumulated prior to that date.
  • 4.18 Points are non-transferable from one Member to another under any circumstances.

Administration of the Exclusive Rewards Scheme

  • 4.19 Exclusive Networks shall administer the Exclusive Rewards Scheme and shall manage the accumulation of and redemption of Points for Rewards.
5. REWARDS
  • 5.1 Members shall refer to each Reward for the specific terms and conditions applying to that Reward. Exclusive Networks does not take responsibility for the Reward provider's terms and conditions
  • 5.2 Rewards are provided and distributed by Exclusive Networks.
  • 5.3 Once chosen, Rewards may only be exchanged if the Member contacts Exclusive Networks within 24 hours of the redemption. If the product has already been purchased on behalf of the Member then the decision of Exclsuive Networks is final.
  • 5.4. Rewards will be sent directly to the relevant Member by Exclusive Networks within 28 days of redeeming Points against such Reward unless stated otherwise on the Exclusive Rewards Scheme website or by email communication.
  • 5.5 Exclusive Networks reserves the right to substitute Rewards of equal or greater value.
6. TERMINATION OF EXCLUSIVE REWARDS SCHEME

Exclusive Networks reserves the right to terminate the Exclusive Rewards Scheme, or any part of it, at any time by giving 30 days' advance notice to its Members "In Writing". For the purposes of these Terms and Conditions, In Writing includes any form of electronic written communication. Such notice shall specify the date from which a Member will no longer be able to earn Points and the period for which Points earned will remain valid for redemption against Rewards.

7. CHANGES TO THE EXCLUSIVE REWARDS SCHEME
  • 7.1 Exclusive Networks may, from time to time, change these Terms and Conditions by giving Members 30 days advance notice In Writing. Such notice shall specify the content of the changes and the date from which such changes will be effective.
  • 7.2 Exclusive Networks may, at any time without notice, make changes to the details of the Exclusive Rewards Scheme.
8. VENDORS

Exclusive Networks shall not be responsible for, nor assume any liability for, changes in or discontinuance of Points or other benefits provided by participating Vendors.

9. USE OF WEBSITE
  • 9.1 The Exclusive Rewards Scheme website "this Website" is set up, managed and maintained by Exclusive Networks.

A Member must be at least 18 years of age to use this Website. By using this Website and agreeing to these Terms and Conditions each Member warrants and represents to Exclusive Networks that they are at least 18 years of age.

  • 9.2 Unless otherwise stated, Exclusive Networks or its licensors own the intellectual property rights in this Website and material on this Website. Subject to the license set out at 9.3 below, all these intellectual property rights are reserved.
  • 9.3 Members may view, download for caching purposes only, and print pages from this Website for their own personal use, subject to the restrictions set out at 9.4 below and elsewhere in these Terms and Conditions.
  • 9.4 Members must not:-
  • 9.4.1 republish material from this website (including republication on another website);
  • 9.4.2 sell, rent or sub-license material from this Website;
  • 9.4.3 show any material from this Website in public;
  • 9.4.4 reproduce, duplicate, copy or otherwise exploit material on this Website for a commercial purpose;
  • 9.4.5 edit or otherwise modify any material on the website; or
  • 9.4.6 redistribute material from this Website.
  • 9.5 Members must not:-
  • 9.5.1 use this Website in any way that causes, or may cause, damage to this Website or impairment of the availability or accessibility of this Website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
  • 9.5.2 use this Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
  • 9.5.3 conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Website without the express written consent of Exclusive Networks;
  • 9.5.4 use this Website to transmit or send unsolicited commercial communications; or
  • 9.5.5 use this Website for any purposes related to marketing without the express written consent of Exclusive Networks.

Restricted Access

  • 9.6 Where Exclusive Networks provides a Member with a user ID and password to enable that Member to access restricted areas of this Website or other content or services, that Member must ensure that the user ID and password is kept strictly confidential. Exclusive Networks may, in their absolute discretion, without notice or explanation, disable such user ID and password at anytime.

Data Protection

  • 9.7 Exclusive Networks acknowledge their responsibilities under the Personal Data Act (523/1999) (the "Act") in relation to receiving and processing personal data in connection with the Exclusive Rewards Scheme and shall comply with their obligations under the Act.

10. WARRANTIES

Exclusive Networks does not warrant the completeness or accuracy of the information published on this website, nor does it commit to ensuring that the website remains available or that the material on the website is kept up-to-date. To the maximum extent permitted by all applicable Law Exclusive Networks excludes all representations, warranties and conditions relating to this website and the use of it (including without limitation any warranties implied by Law in relation to satisfactory quality, fitness for purpose and / or the use of reasonable skill and care).

11. LIMITATIONS AND EXCLUSIONS ON LIABILITY
  • 11.1 Nothing in these Terms and Conditions will limit or exclude one Party's liability to the others for: (a) death or personal injury resulting from the negligence of a Party; (b) fraud or fraudulent misrepresentation; (c) anything else which is not permitted by Law.
  • 11.2 The limitations and exclusions of liability set out in this clause and elsewhere in these Terms and Conditions: (a) are subject to clause 11.1; and (b) govern all liabilities arising under the Terms and Conditions or in relation to the subject matter of the Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
  • 11.3. Neither Exclusive Networks nor Pointbank will be liable to any Member in respect of:-
  • 11.3.1 any losses arising out of any event or events beyond its reasonable control; or
  • 11.3.2 any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill; or
  • 11.3.3 any loss or corruption of any data, database or software; or
  • 11.3.4 any special, indirect or consequential loss or damage.
12. LIABILITY FOR TAX / NATIONAL INSURANCE

Each Member agrees and acknowledges that neither Exclusive Networks nor Pointbank (Pickled Egg Limited) have any liability whatsoever to that Member in relation to tax and / or National Insurance liabilities, if relevant. Payment of any relevant taxes and / or National Insurance which is due in relation to Rewards earned by each Member shall be the sole responsibility of that Member.

13. INDEMNITY

Each Member agrees to indemnify Exclusive Networks and / or Pointbank as relevant and undertakes to keep Exclusive Networks and / or Pointbank as relevant indemnified against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by Exclusive Networks arising out of any breach by such Member of any provision of these Terms and Conditions.

14. BREACHES OF THE TERMS AND CONDITIONS RELATING TO USE OF THE EXCLUSIVE REWARDS SCHEME WEBSITE

Without prejudice to the other rights of Exclusive Networks under these Terms and Conditions, if a Member breaches these Terms and Conditions in any way, Exclusive Networks may take such action as it deems appropriate to deal with the breach, including suspending a Member's access to the website, prohibiting a Member from accessing the website, blocking computers using a Member's IP address from accessing the website, contacting a Member's internet service provider to request that they block that Member's access to the website and/or bringing court proceedings against that Member.

15. ASSIGNMENT
  • 15.1 Exclusive Networks may transfer, sub-contract or otherwise deal with its rights and /or obligations under these Terms and Conditions without notifying a Member or obtaining their consent.
  • 15.2 A Member may not transfer, sub-contract or otherwise deal with your rights and / or obligations under these Terms and Conditions.
16. SEVERABILITY

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

17. EXCLUSION OF THIRD PARTY RIGHTS

These Terms and Conditions are for the benefit of the Members, Exclusive Networks, and are not intended to benefit any third party or be enforceable by any third party. The exercise of a Member's, Exclusive Networks' rights in relation to these Terms and Conditions is not subject to the consent of any third party.