Terms and Conditions
General Terms And Conditions. For The Trina Solar Partner Plus Program
- Trina Solar Services
The Partner Plus Program of Trina Solar provides you with services and support in the following areas:
- Award Program
- Training Academy
- Marketing support
- Information and communication
Title and logo “Trina Solar Partner Plus” You may use the title and logo alone or in connection with your trademarks, trade names and logos in your marketing campaigns. Upon termination of these terms and conditions you will no longer be authorized to use the title and logo.
The document http://www.trinasolarpartnerplus.com/index.php/partner-advantages.html specifies further details of the Partner Plus Program.
Trina Solar reserves the right to modify the terms and conditions of the Partner Plus Program at any time. Trina Solar will inform you of any such modifications within a reasonable time period before such modification shall take effect.
The services of Trina Solar under the Partner Plus Program are provided free of charge, subject to any deviating specific agreement with you. The services are provided to you by Trina Solar consideration of your purchase of Trina Solar products and your agreement to abide by these terms and conditions.
- Your Obligations
Participation in the Partner Plus Program is non-exclusive. It does not restrict you from purchasing our competitor’s products or participating in distribution programs of competitors. You will inform your customers about the Trina Solar products and services fully and accurately in accordance with the most recent information provided by Trina Solar. You are under an obligation to perform marketing campaigns, if specifically agreed so with Trina Solar or if Trina Solar provided additional funds for such marketing campaigns.
Trina Solar is committed to the highest level of business integrity. With your application for the Partner Plus Program you accept for your business to act throughout in full compliance with the guidelines and conditions of Trina Solar for ethical and lawful business practices (i.e. with regard to offering or accepting benefits, bribery).
Your participation in the Partner Plus Program does not require, and Trina Solar does not request, the transfer of any customer information or any customer database. Information regarding your established clientele is and remains throughout the term of the Partner Plus Program your ownership and responsibility.
You act for all business transactions as an independent contractor in your own name and on your own account. Participation in the Partner Plus Program will not grant any legal capacity to act on behalf of Trina Solar or execute any legally binding agreement on behalf of Trina Solar. You may not provide or publish any information with regard to Trina Solar products and services except as provided in these terms and conditions and under the terms of any separate agreement that you may have with Trina Solar.
The registration of multiple accounts with the Trina Solar Partner Plus Program is permitted; user accounts are not transferable.
The registration of a company or other legal entity may only be executed by a duly authorized representative (natural person), who must also be identified by name and title held by such company or other legal entity.
By accepting these terms and conditions, a contract regarding the participation at the Partner Plus Program shall be established between you and Trina Solar.
The data required of you at the time of registration shall be correct and complete. Should this information change after registration, you must immediately make the appropriate changes to your user account.
At the time of registration you will be asked to choose a user name and password. This access data shall be kept strictly confidential. You shall inform Trina Solar immediately if there are any reasons to believe that your account is being abused by a third party. You are responsible for all activity associated with the use or abuse of your account.
Trina Solar reserves the right to delete accounts due to non-use.
- Term, Termination
This agreement commences upon your acceptance of these terms and conditions and shall continue for an indefinite period of time. Either party may terminate this agreement for any reason or no reason at all in writing upon thirty days notice to the other party. Either party may terminate the agreement for cause immediately upon written notice to the other party.
Upon termination of the agreement you will:
Immediately cease to use any Trina Solar trademarks and the label and logo “Trina Solar Partner Plus”; and return all marketing materials or destroy or delete such materials, if so requested by Trina Solar.
If Trina Solar terminates the agreement without cause, your benefits acquired under the Partner Plus Program shall survive the termination and will lapse if not claimed within a period of 6 months after termination. In all other cases will your rights and benefits acquired under the program lapse upon termination.
You will indemnify, defend and hold harmless Trina Solar from and against any and all claims, losses, liabilities, damages or expenses whatsoever incurred or suffered by Trina Solar, or other sanctions whenever and whether directly or indirectly arising from any violation of this agreement or any alleged infringement of third party rights (including, without limitation, intellectual property rights) and non-compliance with applicable laws (including, without limitation, anti-trust laws) in connection with your participation in the Partner Plus Program. You shall be exempt from such indemnity only to the extent you can prove that the respective losses, infringement or alleged infringement has not been caused by any act or omission within your responsibilities.
You will hold strictly confidential the existence of these terms and conditions and all information made available to you by Trina Solar under these terms and conditions concerning matters of a technical, commercial or organizational nature, and all communication between you, Trina Solar and all other participants in the Partner Plus Program. You further agree not to use this information for purposes other than in connection with your participation in the Partner Plus Program or to make the information accessible to third parties without the prior written consent of Trina Solar. Confidential information includes company and trade secrets of Trina Solar. Any use of disclosed information shall be restricted solely to the purpose of performing your obligations under these terms and conditions.
Your obligation to maintain confidentiality shall remain effective during the term of this agreement and for a period of 6 months thereafter, whereas personal data, company and business secrets shall remain confidential for an unlimited period of time.
- Set-off, Retention
You will not assert any set-off, retention right or counterclaim, unless your claims are undisputed or in respect of which you have obtained final judgment.
- Modification of Terms and Conditions
Trina Solar may modify any of these terms and conditions to the extent that such modification - in the light of the commercial interests of Trina Solar - may not result in unreasonable inconvenience or detriment to you.
Trina Solar will notify you via e-mail of any modifications within a reasonable time period of not less than thirty days before the modification shall take effect.
If any modification unacceptable to you, your only recourse is to reject the modification. If you do not notify Trina Solar of your rejection within a period of thirty days after the receipt of such notice of modification you shall be deemed to accept such modification. Trina Solar will make you aware of this legal effect in its notice of modification.
This agreement shall be governed by the laws of the State of California, without regard to conflicts of laws principles.
If any provision of this agreement is or becomes invalid or unenforceable, the validity and enforceability of the remaining provisions will not in any way be affected or impaired.
- Guidelines For Trademarks
Trina Solar hereby authorizes the participant in the Trina Solar Partner Plus Program ("Participant") to use the Trina Solar Plus brand under the conditions of these guidelines ("Guidelines for Trademark Use"). This authorization shall override any existing contradictory conditions and is limited to the following:
A non-exclusive, non-transferable right to use the Trina Solar Partner Plus brand for advertising and promotional material, including - but not limited to - print media, electronic transmission, video and audio; however, only on condition that (i) the use of the Trina Solar Partner Plus brand has been agreed to in each of these cases beforehand in writing by Trina Solar at its sole discretion, (email and fax are sufficient) and that (ii) the partner clearly indicates in each of these media that Trina Solar Partner Plus is a trademark of Trina Solar and is subject to the guidelines for the use of trademarks of Trina Solar ("Guidelines for Trademarks") which are made available by Trina Solar and updated from time to time by Trina Solar.
This authorization is valid for the duration of participation in the Trina Solar Partner Plus Program or for a period of two (2) years from the date of issue, unless Trina Solar terminates participation at any time by written notice of termination for good reason. After termination the partner shall immediately discontinue the use of the Trina Solar Partner Plus brand and - at the option of Trina Solar - destroy or surrender to Trina Solar all material under the control of or in the possession of the participant that bears the Trina Solar Partner Plus trademark.
The participant can change the size of the Trina Solar Partner Plus trademark while retaining the original proportions.
The participant shall use the Trina Solar Partner Plus trademark fairly and accurately at all times in accordance with this approval.
The Trina Solar Partner Plus trademark and the associated goodwill are the sole property of Trina Solar; there is nothing in this approval which grants the partner or another person a right, claim or share thereto/thereof, except explicitly to the Trina Solar Partner Plus trademark for the period set forth herein and under the conditions set forth herein. Any use of the Trina Solar Partner Plus trademark shall be in favor of Trina Solar; the partner shall not challenge the validity of each Trina Solar Partner Plus trademark or the associated goodwill.
The participant shall not use or register any of the Trina Solar trademarks or any slogan or trademark which is confusingly similar to the Trina Solar Partner Plus trademark as a company name, brand, service mark or other designation of origin in any sovereign territory whatsoever.
The participant shall inform Trina Solar immediately of any claims or complaints against the partner, Trina Solar, the supplier or any of the affiliated companies or representatives which are connected in any way with the Trina Solar Partner Plus trademarks.
Trina Solar points out to the participant that the right of use that is granted shall be held harmless against claims and/or rights of third parties.
THE "TRINA SOLAR PARTNER PLUS" BUSINESS COMPLIANCE PROGRAM
- Subject Matter
Standards of business ethics comprise general guidelines for participation in the program "Trina Solar Partner Plus" (the "Program"). If these provisions require a higher standard than that laid down by commercial usage or applicable laws and regulations, these higher standards shall be adhered to.
These provisions are intended to prevent improper behavior and promote the following forms of behavior:
Honest and ethically acceptable activities, including the ethically acceptable handling of actual or apparent conflicts of interest arising from personal and business relationships; Compliance with applicable laws and other legal regulations; Immediate reporting of breaches of the provisions; and Accountability with respect to compliance with the regulations.
- Field of Application
These provisions apply to each participant in the program (the "Participant") in relation to Trina Solar (US) and other legal entities of the Trina Solar corporate group (hereinafter referred to as the "Company").
- Conflicts of Interest
A conflict of interest exists if the private interests of a participant - either actual or apparent - conflict with the interests of the overall company in whatever form. Any private interests which might be detrimental towards the use of one's own abilities to act in the interests of the company must be actively avoided. The following should be generally considered conflicts of interest:
- Competing Companies
It is forbidden for the participants to be employed simultaneously by another company that is in competition with the company or whose business activities result in a reduction in the turnover of the company.
- Financial Interests
Participants are prohibited from making investments in privately owned companies that are in competition with the company.
- Loans or other Financial Transactions
Participants are prohibited from taking out loans which are granted by companies that are important customers, suppliers or competitors of the company, from concluding directly enforceable guarantees from companies with respect to the participants, as well as from other private financial transactions with the aforementioned companies. This guideline does not prohibit any transactions based on standard market prices with accredited banks or other lending institutions.
Since it is difficult to provide a complete overview of all potential conflicts of interest, we have limited ourselves to some examples. If you are facing a difficult business decision that is not addressed above, ask yourself the following questions:
- Is this action legal?
- Is this action fair and honest?
- Does this action serve the good of the company?
The company requires that the participants fully disclose all circumstances where there is reason to believe that they might lead to conflicts of interest. If you suspect that you are involved in a situation where there is a conflict of interests or other circumstances which third parties might justifiably perceive to be a conflict of interests, these must be reported immediately.
- Gifts and Entertainment
Giving and receiving gifts is considered normal business practice. Appropriate business gifts and entertainment are welcome courtesies which serve the purpose of developing relationships and creating a better understanding of business partners. However, gifts and entertainment must not result in an actual or apparent impairment of your ability to take objective and fair business decisions.
In this regard, the participants are responsible for the wise use of their own judgment. General rules:
Participants may only accept or provide gifts and entertainment from and to suppliers and customers insofar as the gift or entertainment cannot be interpreted as an incentive with respect to a particular business decision.
Participants may only accept appropriate gifts. The provisions are based on the principle of "fair trading". For this reason, the participants are prohibited from receiving bribes, from bribing third parties and receiving secret provisions and other personal benefits.
- Compliance with the FCPA Regulations
The U.S. law on corrupt practices in connection with foreign government officials ("FCPA") prohibits direct and indirect payments and the presenting of valuable gifts to foreign government officials, insofar as these serve the purpose of being awarded a contract or maintaining existing business relationships. A violation of the FCPA provisions constitutes a violation of company provisions and is a tort or criminal offence according to the FCPA, for which the company will be held responsible. Participants are prohibited from the direct or indirect granting or authorization of illegal payments to foreign government officials. In certain cases the FCPA provisions permit nominal "preferential payments." However, such payments must be agreed in advance and individually with the superior and approved by him/her.
- Compliance with Laws and Legal Regulations
Participants are responsible for compliance with the laws of the respective cities, states, regions and countries in which they operate. This includes without limitation the laws on bribery and kickbacks in commercial trading, copyrights, trademark rights and commercial secrets, data protection, insider trading, the offering and receipt of remuneration, harassment in the workplace, environmental protection, occupational safety, false or misleading information concerning financial issues, misuse of corporate assets and currency exchange
- Discrimination and Harassment
The Company is strongly committed to the equality of its employees in all areas of employment and does not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, sex, age, national background or other aspects referred to in the U.S. anti-discrimination law.
- Occupational Safety
The Company strives to offer its employees a safe working environment which is non-prejudicial to their health, and expects the same from the participant. Each participant is responsible for providing a safe workplace for their employees which is not detrimental to their health. This objective is achieved by compliance with the regulations and practices relating to environmental and occupational health and safety, as well as the reporting of accidents, injuries and unsafe equipment, practices and working conditions. Violence and threats are prohibited.
- DATA PROTECTION AND PRIVACY
Upon registration for the Partner Plus Program, personal data is collected and processed. Data collection and processing is carried out in accordance with these terms and conditions and the laws of the United States of America and the State of California..
Your data is used for the Partner Plus Program and may additionally be used for any legitimate purpose of Trina Solar (U.S.), Inc. (“Trina Solar”), including, in particular, in the fields of marketing and sales. The data will not be shared with third parties without your written consent except in connection vendors supporting the Partner Plus Programs who are subject to confidentiality requirements with Trina Solar.