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1. Overview
The ADI Pro Rewards Loyalty Program (the "Program") is a sales incentive-based loyalty scheme sponsored by ADI-Gardiner Limited ("ADI", "we", "our" or "us") and independently run by HMI Inc. ("Administrator"). Under the Program certain benefits such as reward points ("Reward Points") are offered depending on certain eligibility criteria, participation in Program-related initiatives and available evidence of past purchases, as further detailed in the Documentation.
These terms (the "Terms") apply to your (as further defined below, to include the relevant Participant and each of its Users) participation in and use of the Program in the UK. Certain capitalized words and phrases have the meanings assigned to them.
These Terms become binding on you and your Users at the earlier of you agreeing to them, you otherwise using the Program or you accessing or transacting Reward Points. When these Terms become binding, you acknowledge and agree that all other pre-existing ADI loyalty programs that you and/or your Users are a member of or otherwise enrolled in are hereby terminated and no longer in force or effect. Except as described above, these Terms do not alter in any way the terms and conditions of any other agreement you may have with us, including any agreement for products or services.
2. Program characteristics
The Program and its benefits are provided at our discretion. We have the right to terminate the Program, refuse, suspend or terminate the participation in the Program or any aspect of it (including suspending, revoking or cancelling any Reward Points without compensation) to any Participant, User or other individual for any reason, and/or to change these Terms as well as any Program guidelines, rules, benefits, conditions of participation, overview guide, descriptions of individual Program initiatives, the points expiration/returns policy as well as the rewards levels (together, the "Documentation"), in whole or in part, at any time, with or without notice, even though changes may affect the value of the Reward Points (if used as part of the Program) already accumulated. It is your responsibility to maintain your knowledge of the Terms and Documentation.
Any failure by you to follow the Documentation, comply with the Terms, any abuse of the Program, any fraudulent use of your account and Reward Points, any conduct detrimental to the interests of either ADI or the Administrator, or any misrepresentation of any information furnished to ADI or the Administrator may result in the termination of your Program account and the cancellation of accrued Reward Points and/or benefits.
We are not a party to nor have any responsibility or liability under the terms that apply to your exchange of the Reward Points for rewards offered by the Administrator. Any matters arising out of or related to such third-party terms (including but not limited to late delivery claims and warranty claims) shall be resolved between you and the Administrator independent of us.
In order for the Program to function, we must obtain and share with the Administrator information about your past purchases of our products. You, both for yourself and on behalf of your Users, therefore authorise us to share with us detailed information about you and your Users' past purchases of our products (including date and time of purchase, type of product purchased, and price paid). We will use such information as part of sponsoring the Program as well as for related analysis, marketing and reporting. The Administrator will use such information as further described in its privacy policy. If you revoke your authorization at any point in time, we may terminate your access to the Program immediately without notice.
Further, the terms, conditions, disclaimers and limitations of liability made available by the Administrator via the Program apply to your use of the Program.
You may incur additional fees in connection with your use of the Program (for example, delivery or returns charges or deductions from gift card balances as further detailed below).
As part of the Program, you and your Users will receive Program-related electronic communications from time to time about the Program, changes in the Documentation and upcoming Program-related initiatives. Depending on your marketing preferences, you may also choose to receive general marketing communications from us.
3. Eligibility and enrolment
Only incorporated businesses ("Participant", "your", "yours") that we, at our discretion, select are eligible to participate in the Program. For the avoidance of doubt, the Program is not aimed at and must not be used for the benefit of natural persons (whether Users or other individuals). If we identify, at our discretion, that a Participant is using the Program for the benefit of natural persons (for example, by allowing such natural persons to receive rewards for their personal use, rather than the use of the Participant), we may immediately terminate the Participant's participation in the Program and revoke all Reward Points.
Participants must be incorporated and have a registered office in the United Kingdom. ADI customers (whether individually or as part of a group) with special pricing arrangements or other financial benefits that overlap with the Program, as determined by ADI in its sole discretion, are not eligible. Participant Program accounts (including Reward Points) cannot be merged. If a Participant buys or otherwise merges with another Participant (whether by share or asset transfer), ADI will terminate the other Participant's Program account and Reward Points at its discretion.
Each Participant must appoint one or more users ("Users") who are individuals employed by the Participant and whose transactions accrue Reward Points for the Participant's sole benefit. If we determine a Participant to be eligible to participate in the Program, we will contact the individual whom we, at our discretion, believe to be the owner/operator of the Participant or the primary purchasing decision-maker of the Participant to start the enrolment process. It is the responsibility of each User and each Participant to ensure that only a duly authorised representative of the Participant manages the Participant's Program details, Reward Points, contact details and associated matters.
All Users must be 18 years old and a resident in Great Britain to participate in the Program. For the avoidance of doubt, the Participant must ensure that all Users understand and comply with these Terms as well as the associated Documentation and the actions and omissions of any Participant's User will be taken as those of the Participant itself.
For a Participant to remain eligible for the Program and receive Reward Points, the Participant must be in good standing and current with all payment obligations to ADI and remain eligible to participate in all sales performance incentive programs without conditions. Delinquent accounts may result in a loss or adjustment of Participant's Reward Points or termination of Participant's Program account. Users must remain employed at the relevant Participant for their transactions to continue to accrue Reward Points for the Participant's benefit.
Our employees, affiliated companies, advertising agencies, suppliers or other representatives, or members of the respective immediate families of such employees and anyone with whom such employees are living are not eligible for the Program.
4. Goals & Points
Each Participant is given a custom goal based on such Participant's prior year quarterly spend with ADI, with a fixed growth component set by ADI. Goals must be met prior to the end of each calendar quarter (beginning with the first calendar day of the calendar quarter and ending with the last day of the calendar quarter) for Reward Points to accrue.
Reward Points are pending until Partner achieves its quarterly goal, at which time Reward Points accrue (e.g. by changing their status to "earned"). Pending Reward Points for a calendar quarter are forfeited if the goal is not met in such calendar quarter.
Participant must be admitted to the Program before the end of the calendar quarter in which the points were earned. Reward Points will only be assigned (first as pending, then as accrued, as further described herein and the Documentation) after relevant orders (as described in the Documentation) are shipped and invoiced. Shipment times vary and are noted on the ADI site. Goals reset at the beginning of each calendar quarter.
Reward Point values shown in the Program for illustrative purposes only, may change from time to time and should not be relied on in any way. Reward Points have no cash or monetary value and cannot be used as payment toward (or credits against) any obligations to ADI or the Administrator. Unredeemed Reward Points are not obligations owing to you or property belonging to you and are not considered abandoned or otherwise reportable or escheatable within the meaning of the applicable abandoned property laws
There may be specific and additional terms that are applicable to a reward which must be reviewed by you at the point of redemption prior to completing your request to redeem.
All accrued Reward Points expire on 31 July 2026 and, once expired, can no longer be used. This expiration policy allows Participants a maximum of one year to redeem their Rewards Points before they expire. Participants are subject to a cap of 1,000,000 accrued Rewards Points per calendar quarter, up to 4,000,000 per calendar year. Balances may exceed the 4,000,000 annual maximum if points are accrue in different years and have not yet expired.
5. Catalogue and rewards
Subject to these Terms and the Documentation, Participants may redeem their accrued Rewards Points with the Administrator for one or more reward. The rewards, as displayed in the rewards portfolio, specify a standard Rewards Point value showing the number of Rewards Points required for each item. Depending on the reward, the Administrator (or relevant third parties involved in the provision of the reward) may require the Participant to accept additional terms, provide additional information or take additional action before issuing the relevant reward.
Participants are prohibited from providing rewards for the personal benefit of any User or other natural person and/or from selling, bartering, or engaging in any illegal activities involving rewards or Rewards Points. In such cases, the Administrator and/or ADI reserves the right to take action, which may include cancelling, voiding, refusing to honour, or confiscating rewards or Rewards Points.
All accrued Reward Points are intended for redemption through the Administrator's systems only. Reward Points and Rewards are issued in the name and for the exclusive benefit of the relevant Participant only and are not subject to reissue. You may not pool, transfer or combine Reward Points with any other entity or person (other than your Users) in order to redeem rewards. You may not combine cash, checks, bank deposits or any other kind of payment with Reward Points to redeem rewards. Rewards can only be redeemed by using Reward Points.
The Administrator reserves the right to substitute rewards from alternate vendors or adjust the rewards matrix if market conditions necessitate such changes. The Administrator may introduce new or special rewards to the Program or change existing rewards at any time, at its discretion and with or without prior notice. Rewards will only be fulfilled in countries listed for the relevant reward, unless current or future laws or trade restrictions prevent the Administrator from fulfilling specific orders.
6. Delivery and returns
Delivery is only available to addresses in Great Britain.
The delivery of Rewards will be made to you by third parties engaged by the Administrator. Shipping and delivery lead times vary. Wherever possible, the relevant third party will notify you via email or by phone of a reward’s shipment arrangement and status.
The delivery of all rewards will be made to the Participant's registered address as supplied by you (or us by reference to the information provided by you previously) at the time of order. The delivery address for rewards should be to an address of the Participant where the reward can be signed for if necessary. If a delivery is unsuccessful for any reason, you will be responsible for supplying alternative delivery information to the relevant third party that is delivering the reward (delivery company). At the sole discretion of the Administrator, any costs of arranging re-shipment and handling of undelivered items will be passed on to you. Lead times for any re-delivery will be at the discretion of the delivery company and/or the Administrator.
Delay: You must promptly (and in any event within 3 business days of the advised delivery time) inform the delivery company and the Administrator if a delivery has not arrived by the advised delivery time.
Damaged package: You must refuse delivery of damaged or broken rewards if apparent before opening the package and you must promptly (and in any event within 24 hours of the attempted delivery) advise the delivery company of your refusal so that the delivery company can investigate and, if authorized by the Administrator, arrange for replacement reward(s) to be shipped.
Damaged reward: If, after opening the package, you find that the reward arrived damaged or broken then (A) you must promptly (and in any event within 24 hours of the delivery) advise the Administrator so that the Administrator can work with the delivery company to investigate and, depending on the delivery company's terms of shipping and at the Administrator's discretion, arrange for replacement reward(s) to be shipped and (B) return the damaged or broken rewards promptly to the relevant reward provider or Administrator (as applicable) using the return shipment process indicated by the reward supplier or Administrator.
Faulty rewards: For rewards that are not damaged or broken but are not in working condition or faulty, the third party will not replace the reward, but will assist you in contacting the relevant manufacturer to facilitate after-sales support.
You acknowledge that some rewards are not returnable and non-refundable (e.g. items with a customized aspect or which are made to order).
Once you have received the reward, provided there is no damage or fault at the time of delivery, you accept all risk for the reward and will need to contact the manufacturer if a fault develops at a later stage as per the manufacturer’s warranty terms and conditions.
7. Taxes
Each Participant and each User acknowledges and agrees that the Program, the Reward Points and any rewards obtained via the Program are for the sole and exclusive benefit of the Participant. It is the Participant's responsibility to report and pay any applicable tax due as part of their receipt of any rewards.
To the extent any element of the Program (including, without limitation, Reward Points, rewards) is deemed taxable income or employee compensation under applicable law or regulation you are solely responsible for your (and your Users and other employees) own, and for ensuring your (and your Users and other employees') compliance with any and all taxation (including National Insurance Contributions) requirements including, without limitation, reporting of income or compensation and payment of any resultant taxes.
Neither we nor the Administrator are liable for any tax or National Insurance Contributions arising from your receipt of Reward Points or Rewards. Neither the Administrator nor Resideo has any responsibility for any taxation or reporting to any taxation authority and neither the Administrator nor Resideo is responsible for obtaining or providing any tax advice to you, your Users or any of your employees.
You shall indemnify the Administrator and Resideo in respect of any and all claims made against them in respect of the payment of taxation and National Insurance Contributions relating to the Program.
8 Disputes and indemnification
For orders of rewards shipped by tracked delivery, the relevant third party service provider will provide a proof of delivery document or other supporting information within 2 weeks upon inquiry of any order disputes. Third party courier companies will only normally provide proof of delivery for a period of up to 2 to 3 months. You must report any order disputes as early as possible. If any order dispute is raised after 2 months from the date of shipment, proof of delivery documents may not be available and neither we nor the Administrator nor any other third party service provider will accept any liability to you in respect of any such dispute.
In the event of any dispute over any aspect of the Program (including eligibility, Reward Points and rewards), our or the Administrator's decision shall be final.
In the event any third party makes any claim or commences any action against us, our Affiliates, any third party service provider, or any of their present or future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees or affiliates (together, the "Indemnified Parties") related in any manner to our provision of or your use of the Program (whether or not in breach of these Terms and including, for the avoidance of doubt, our use of information relating to you, or your use of rewards), whether based upon or due to alleged defects, acts or omissions, active or passive negligence, strict or product liability, breach of warranty or contract, libel, slander, property damage, infringement of any intellectual property rights, personal injury or death, or otherwise, you agree to and shall indemnify, defend and save the Indemnified Parties harmless, jointly and severally, from and against all liabilities, losses,
claims, damages and judgments, including but not limited to payment of all costs, interest, expenses and attorney's fees. The foregoing indemnity shall not apply to claims or actions resulting solely and directly from our or our third party service provider's gross negligence or willful misconduct.
9. Warranty Disclaimers and Liability Limitations
We warrant that we shall use our commercially reasonable efforts to remedy any interruptions to the Program in a reasonable period of time, however; there is no guarantee of uninterrupted service.
We provide the Program utilizing third party service provider whose services are beyond our control. We are not responsible for lost, corrupted or delayed provision of the Program or any part thereof.
The third party service providers', Administrator's and our sole responsibility is to permit you to use the Program in accordance with and subject to the Terms and, in particular, the Documentation. Subject to the foregoing and without prejudice to any liability which cannot be excluded or limited at law, we, our Affiliates and the third party service providers have no liability or responsibility whatsoever for any injuries, losses, costs, damage or disappointment of any kind resulting in whole or in part, directly or indirectly from acceptance, misuse or use of a reward, or from receipt of the Program.
IF WE, OUR AFFILIATES OR THE THIRD PARTY SERVICE PROVIDER SHOULD NEVERTHELESS BE FOUND LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS, DAMAGE OR INJURY ARISING UNDER THESE SERVICE-SPECIFIC TERMS OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ON ANY BASIS WHATSOEVER, (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE), EVEN IF AS A RESULT OF THEIR NEGLIGENCE OR GROSS NEGLIGENCE, THEIR TOTAL CUMULATIVE, AGGREGATE, MAXIMUM LIABILITY TO YOU REGARDLESS OF THE SERVICES YOU RECEIVE IS LIMITED TO AND SHALL NOT IN ANY CASE EXCEED GBP 100 (ONE HUNDRED POUNDS STERLING) WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST THEM. IN ADDITION, IN NO EVENT SHALL WE, OUR AFFILIATES, THE THIRD PARTY SERVICE PROVIDERS OR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF THE PROGRAM, OUR OTHER RELEVANT SERVICES OR TO YOUR RELATIONSHIP WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PROGRAM, AND ANY AND ALL ACCOMPANYING INTELLECTUAL PROPERTY RIGHTS, DOCUMENTATION, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED AS IS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM TO THE EXTENT PERMITTED BY LAW ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES THAT EXTEND BEYOND THE FACE HEREOF AND THOSE THAT CANNOT BE EXCLUDED OR LIMITED AT LAW.
ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, INTERNET RESTRICTIONS OR FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT RESTRICTIONS OR FAILURES OR BANDWIDTH LIMITATIONS. WE MAKE NO WARRANTY AS TO THE COMPLETION, CLARITY OR OVERALL QUALITY OF ANY PARTICULAR TRANSMISSION MADE USING THE SERVICE.
10. Term and Termination
These Terms shall commence on the date they become binding (as determined in accordance with Section 1 above), and shall continue in effect until terminated as provided for in the Terms.
You may terminate these Terms at any time upon fourteen (14) days electronic written notice to us.
We reserve the right in our sole discretion to cancel, suspend, or withdraw the Program at any time without notice. We may also or instead immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your ability to use the Program, without notice or liability, for any reason whatsoever, including but not limited to (a) your breach of the Terms or any other agreement between Resideo and you; (b) Resideo’s inability to verify or authenticate any information you provide; or (c) Resideo’s determination, in its discretion, that your actions may cause, result in, or carry a risk of, legal liability for Resideo or any third party service provider.
Where reasonably practicable, we will provide you with advance notice of termination of the Program and we may, in our sole discretion, permit you to redeem all Reward Points prior to such termination.
Upon termination of these Terms, we shall have no further liability nor obligations to you in relation to them and all Program benefits you may have accrued (including Reward Points and Rewards) are immediately void and forfeited. You shall not be entitled to any refunds or credits from us for any voided or forfeited Rewards or Reward Points.
11. Notices
We can use the Program to send you any notices and communications hereunder, or send you notices by email to the email address registered for you in the Program or via mail. All communications from you to us that require immediate attention shall be transmitted by telephone or email and then confirmed by written notice and shall be deemed duly given upon receipt. All written notices and other communications under these Terms from you to us shall be via mail, as follows:
To
ADI-Gardiner Limited
Oldham Broadway Business Park
Unit 6 Broadgate,
Chadderton,
Oldham OL9 9XA
Attn: Product Manager (ADI UK Loyalty)
With a copy by email to [email protected]