RESIDEO SERVICE-SPECIFIC TERMS: Pro PERKS

Last updated: 4 November 2022
Region: United Kingdom
Service: Pro Perks

1. Overview
   These terms are Service-Specific Terms that apply to your participation in and use of the Service in the region(s) indicated above. These Service Specific Terms are subject to and form part of the Terms of Service between you and the specific affiliate of Resideo Technologies, Inc. identified as providing the Service to you, which for this Service is Pittway Sàrl. Certain capitalized words and phrases have special meanings that are provided where they first appear herein or elsewhere in the Terms of Service.
   
   These Service-Specific Terms become binding on you and your Users at the earlier of you agreeing to them, you otherwise using the Service or you accessing or transacting Reward Points. When these Service-Specific Terms become binding, you acknowledge and agree that all other pre-existing Resideo loyalty programs that you and/or your Users are a member of or otherwise enrolled in are hereby terminated and no longer in force or effect.
    
2. Service characteristics and eligibility
   The Service is comprised of a loyalty programme under which certain benefits are offered depending on certain eligibility criteria, participation in Service-related initiatives and available evidence of your past purchases, as further detailed in the Documentation. The Documentation for the Service is made available to you via the Service and includes the loyalty programme overview guide, descriptions of individual Service initiatives, the points expiration policy as well as the points return policy.
   
   The Service and its benefits are provided at our discretion. We have the right to terminate the Service or to change these Service-Specific Terms, the Documentation, the rules, benefits, conditions of participation or rewards levels, 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 Service) already accumulated. It is your responsibility to maintain your knowledge of the Terms of Service.
   
   We are not a party to nor have any responsibility or liability under the terms that apply to your purchase of our products and services from third parties. 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 such third party independent of us.
   
   In order for the Service to function, we must obtain information about your past purchases of our products and other services from our TSP. You, both for yourself and on behalf of your Users, therefore authorise the Data Provider to share with us detailed information about you and your Users' past purchases of our products and other services (including date and time of purchase, type of product purchased and price paid). We will use such information as part of operating the Service as well as for related analysis, marketing and reporting. If you revoke your authorization at any point in time, we may terminate your access to the Service immediately without notice.
   
   Further, the terms, conditions, disclaimers and limitations of liability made available by the Administrator via the Service apply to your use of the Service.
   
   You may incur additional fees in connection with your use of the Service (for example, delivery or returns charges or deductions from gift card balances as further detailed below).
   
   As part of the Service, you and your Users will receive Service-related electronic communications from time to time about the Service, changes in the Documentation and upcoming Service-related initiatives. Depending on your marketing preferences, you may also choose to receive general marketing communications from us.
   
   Our employees, affiliated companies, advertising agencies, gift 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 Service.
    
3. Your rights and obligations
   You may only use the Service if you have agreed to and are in compliance with the Terms of Service, including the Pro Terms. You may authorize your Users to use your Use Rights in relation to the Services as set out in these Service-Specific Terms and the Pro Terms. You and all of your Users may only use the Service in the region(s) indicated above.
   
   You may not have access to all of the Service's features, benefits and related Use Rights, including in circumstances where you have not met the eligibility requirements set out in the Documentation, where you are otherwise in breach of the Terms of Service or where we were unable to obtain required information from the Data Provider.
   
   As part of the Service, Reward Points may be awarded to you as set out in the Documentation, including where you have purchased our eligible products and other services as evidenced by information we receive from the Data Provider. You may opt to either (i) save Reward Points awarded for redemption at a later date; or (ii) redeem some or all of the Reward Points awarded for Rewards through the Service. Reward Points must be redeemed via the Service. Rewards, once chosen, can only be changed if you contact the Administrator as set out in the Documentation within 24 hours of the redemption.
   
   Reward Points will expire after 12 months of allocation to the User’s account. Reward Points cannot be redeemed for cash, check, bank deposit or any other kind of payment by us to you. 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.
   
   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. You may not combine the Service with any other Resideo offer or rebate. You agree that you will not resell any part of the Service (including Reward Points), except as specifically provided in these Service-Specific Terms.
    
4. Service Availability, Third Party Relationships
   The Administrator may collect and process personal data relating to your Users independently from us when they access and use those parts of the Service that the Administrator provides. The purpose(s) for which such personal data is collected and the way in which it is used is set out in the Administrator's privacy policy made available via the Service.
   
   Any failure by you to follow the Documentation, comply with the Terms of Service, any abuse of the Service, any fraudulent use of your account and Reward Points, any conduct detrimental to the interests of either Resideo or the Administrator, or any misrepresentation of any information furnished to Resideo or the Administrator may result in the termination of the Service and the cancellation of accrued Reward Points and/or benefits.
   
   Experience Rewards will be fulfilled by your direct arrangement with the Experience Reward TSPs, in accordance with each such TSP's terms and conditions, availability, lead-time and capability. The Administrator and Resideo shall have no liability to you for the manner in which an Experience Reward TSPs provide the Experience Rewards.
    
5. Reward substitution
   In the case of a Reward not being available (whether through obsolescence, discontinuance or lack of available stock or otherwise), either we, the Administrator or another TSP will contact you with the replacement Reward, the original value (in Reward Points) of the Reward deducted your account will be re-credited if the replacement Reward is not accepted.
   
   We, the Administrator and our other TSPs each reserve the right to remove or include any Reward from the range available to you at our/their discretion and you may not rely upon the continued availability of a Reward category or individual Reward.
   
   The Administrator will endeavour to honour any Rewards that have already been ordered by a User prior to any Reward Point price alterations.
    
6. Delivery and returns
   Delivery is only available to the UK.
   
   The delivery of Rewards will be made to you by TSPs engaged by us or the Administrator. Shipping and delivery lead times vary. Wherever possible, the relevant TSPs 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 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 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 TSP that is delivering the Reward. 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 TSP that is delivering the Reward.
   
   You must refuse delivery of damaged or broken Rewards if apparent before opening the package and you must advise the TSP that attempted to deliver the Reward within 24 hours of your refusal so that the TSP can investigate and, if authorized by the us or the Administrator, arrange for replacement Reward(s) to be shipped. If the package is opened and the Reward is then found to be damaged or broken then you must advise the TSP within 24 hours of the delivery date so that the TSP can investigate and, if authorized by the us or the Administrator, arrange for replacement Reward(s) to be shipped. Any damaged or broken Rewards must be returned by you immediately to the relevant TSP in the original condition. The relevant TSP will pay for return shipment and subsequent re-shipping of the Reward, subject to continued availability. The TSP will only offer a replacement for Rewards that are damaged or broken when received by you. For Rewards that are not damaged or broken but are not in working condition or faulty, the TSP 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, perishable goods such as flowers/food or personal items such as jewelry or cosmetics). Returns for apparel that has been worn will not be accepted.
   
   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. Gift Cards and Gift Certificates
   Gift card and gift certificates may not be returned unless the return is due to the incorrect distribution by the relevant TSP. All gift cards and gift certificates will be dispatched by the TSP according to the information provided by you. Neither we nor the Administrator will have any responsibility for any gift certificates or gift cards that are lost or stolen once delivered. Where you report a voucher or gift card as lost or stolen, you acknowledge that a fee may be deducted from the balance of the card for the issuance of a replacement. Neither we nor the Administrator is liable for any refusal of a retailer to deactivate or provide credit or replacement of a lost or stolen gift card or voucher.
   
   Gift cards and gift certificates that are lost or stolen in transit must be reported by the User to the Administrator customer service team immediately.
   
   Gift cards and gift certificates may not be transferred or re-sold by a User to any third party, whether for payment or free of charge.
   
   Orders for gift cards and gift certificates may be fulfilled with a single card for the value redeemed or in multiples of a smaller denomination.
    
8. Tax
   To the extent any element of the Service (including, without limitation, Reward Points, Rewards, Experience 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 Service.
    
9. Disputes and indemnification
   For orders of Rewards shipped by tracked delivery, the relevant TSP will provide a proof of delivery document or other supporting information within 2 weeks upon inquiry of any order disputes. TSP 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 TSP will accept any liability to you in respect of any such dispute.
   
   In the event of any dispute over any aspect of the Service (including eligibility, Reward Points and Rewards), our decision shall be final.
   
   In the event any third party makes any claim or commences any action against us, our Affiliates, any TSP, 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 Service (whether or not in breach of these Service-Specific Terms and including, for the avoidance of doubt, our use of information received from the Data Provider, 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 IPRs, 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 TSP's gross negligence or willful misconduct.
    
10. Warranty Disclaimers and Liability Limitations
    We warrant that we shall use our commercially reasonable efforts to remedy any interruptions to the Service in a reasonable period of time, however; there is no guarantee of uninterrupted service.
    
    We provide the Service utilizing TSPs whose services are beyond our control. We are not responsible for lost, corrupted or delayed provision of the Service or any part thereof.
    
    The TSPs' and our sole responsibility is to permit you to use the Service in accordance with and subject to the Terms of Service 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 TSPs 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 Service.
    
    IF WE, OUR AFFILIATES OR THE TSPs 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 THE LESSER OF: (i) THE AGGREGATE FEES PAID BY YOU TO US IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO OUR LIABILITY; OR (ii) 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 TSPs 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 SERVICE, OUR OTHER RELEVANT SERVICES OR TO YOUR RELATIONSHIP WITH US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    
    THE SERVICE, AND ANY AND ALL ACCOMPANYING IPR, 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.
     
11. Term and Termination
    These Service-Specific Terms shall commence on the Service Commencement Date, and shall continue in effect for one year and shall continue until terminated as provided for in the Terms of Service.
    
    You may terminate these Service-Specific 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 Service 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 Service, without notice or liability, for any reason whatsoever, including but not limited to (a) your breach of the Terms of Service 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 TSP.
    
    Where reasonably practicable, we will provide you with advance notice of termination of the Service and we may, in our sole discretion, permit you to redeem all Reward Points prior to such termination.
    
    Upon termination of these Service-Specific Terms, we shall have no further liability nor obligations to you in relation to them and all Service 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.
     
12. Notices
    We can use the Service to send you any notices and communications hereunder, or send you notices by email to the email address registered for you in the Services 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 Service-Specific Terms from you to us shall be via mail, as follows:
    To
    Pittway Sàrl
    ZA La Pièce 4 Rolle,
    VAUD, 1180
    Switzerland
    Attn: Product Manager (Pro Perks UK)
    
    With a copy by email to legalnotices@resideo.com
     
13. Definitions.
    As used herein, each of the following terms shall be defined and construed as follows:
    "Administrator" means 360insights (Europe) Ltd, Hamilton Pratt 3a Tournament Court, Tournament Fields, Warwick, England, CV34 6LG or such other TSP as we may appoint from time to time.
    "Data Provider" means TradeHelp Ltd, Marchwiel Centre, Bryn Lane, Wrexham Ind Est, LL13 9UT or such other TSP as we may appoint from time to time.
    "Experience Reward" means an activity-based Reward from the online catalogue which is provided via the Service.
    "Reward Points" means points awarded by Resideo to you that may be redeemed for Rewards as part of the Service.
    "Rewards" means such reward items, including Experience Rewards, digital media, gift certificates and gift cards (in physical or electronic form), vouchers from the online catalogue, prizes, branded items, and other such one off awards that you may redeem Reward Points to purchase.
    "TSPs" means commercial third-party service providers from whom we obtain and then use or make available services as part of the Service, such as platform provider, reward providers, gift card providers and courier or postal services.