Terms & Conditions of Purchase | Logitech

By clicking to accept these Terms & Conditions of Purchase (“Terms”) in Logitech systems, or by executing a Statement of Work or other document (“SOW”) that incorporates or references these Terms, you (“Contractor,” “Vendor”, “Supplier” or “you”) agree that these Terms shall apply to your provision of goods, services (“Services”) and/or deliverables (“Deliverables”) to Logitech Europe S.A. or any of its worldwide affiliates (“Logitech”), pursuant to each Purchase Order (“PO”) delivered by Logitech to you, and/or each SOW mutually executed by you and Logitech, unless Logitech expressly agrees that a separate agreement applies. These Terms, together with each PO and SOW, form the “Agreement,” effective from the earliest of i) the date of your acceptance of these Terms in Logitech systems, or ii) the effective date of the SOW (“Effective Date”). “Affiliates” means any entity which directly or indirectly controls, is controlled by, or is under common control with another entity, where “control” means ownership of at least fifty percent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority). Logitech reserves the right to modify these Terms from time to time. The updated Terms will apply to POs issued, and SOWs or other ordering documents that are executed, after the effective date of the updated Terms.

The Terms apply in the absence of an executed agreement between you and Logitech.

1. 1. ENGAGEMENT OF SERVICES.
   1. 1.1 Services, Deliverables.

      Subject to these Terms, Contractor will render the Services and provide the Deliverables as requested by Logitech on a project by project basis. Each new project will be described in a PO delivered by Logitech and/or in a SOW agreed to by both parties. The deadline(s) to deliver the Services and Deliverables will be defined in each PO or, if applicable, each SOW.

   2. 1.2 Purchase Order, Statement of Work.

      Each PO delivered by Logitech will become effective according to the terms of the PO and be subject to these Terms. Each SOW will become effective and subject to these Terms once agreed and signed by both parties. If a SOW is signed by both parties, Contractor agrees that it will not commence work under any SOW prior to receiving a PO issued by Logitech (or its Affiliates).

   3. 1.3 Term.

      The Agreement will commence on the Effective Date and will continue unless terminated pursuant to Section 4 below.

2. 2. COMPENSATION.
   1. 2.1 Compensation.

      Logitech will pay Contractor a fee according to the schedule of payments set forth in the applicable PO or SOW. Contractor will use its commercially reasonable efforts to implement procedures to reduce costs and expenses without adversely impacting its performance. The rates and fees set forth in a PO or SOW will not be increased for the term of such PO or SOW without Logitech's prior written approval. Contractor warrants that the Compensation due to Contractor under each PO and SOW will not exceed the lowest compensation due to Contractor for similar services and work of like quality performed for similarly situated customers.

   2. 2.2 Reimbursement of Approved Expenses.

      Contractor will be liable for all expenses incurred in the performance of the Services except those specifically set out in a SOW or PO or otherwise authorized by Logitech in writing and in advance and documented for reimbursement by Logitech. Contractor will provide receipts and other supporting documentation to Logitech for such expenses. Any reimbursable expenses for business travel by Contractor will be subject to Logitech's travel guidelines.

   3. 2.3 Payment Term.

      Logitech agrees to pay Contractor on undisputed amounts invoiced pursuant to the payment terms set forth on the applicable PO, which shall be a maximum of net 60 days from receipt of invoice if Contractor’s registered business address (as reflected in the SOW or PO) is in the European Union, Australia, New Zealand; net 75 days from receipt of invoice if Contractor is located elsewhere; or such shorter payment terms mandated by applicable law. Each invoice must contain a complete description of the work performed and/or Deliverables provided and reference the applicable Logitech PO. If the fees are based on a time and materials basis, the invoice must also include an itemization of the hours worked.

   4. 2.4 Taxes, Labor and other Legal Obligations.

      Unless otherwise provided in a SOW or PO, the fees payable by Logitech to Contractor for the Services and Deliverables under the Agreement do not include taxes, and Logitech will pay sales, use, service and value-added taxes assessed on the provision of the Services and Deliverables. Contractor will pay taxes assessed on Contractor's income, and bear full responsibility for complying with all applicable tax, contractual, labor and social security obligations in relation to employees, agents or representatives hired or retained by the Contractor in connection with the performance of the Services and delivery of the Deliverables. Contractor will be responsible for the calculation, reporting, deposit and payment of any such taxes and other obligations in full on a timely basis and prior to the imposition of any interest or penalties. Logitech will not reimburse Contractor nor have any liability for any penalties or interest which may be imposed due to a failure by Contractor to timely file returns or deposit or pay the due taxes or other obligations.

3. 3. RELATIONSHIP OF PARTIES AND ADDITIONAL OBLIGATIONS.
   1. 3.1 Nature of Relationship.

      Contractor and Logitech are independent contractors and nothing in the Agreement creates a partnership, joint venture, or employer-employee relationship. Contractor is not the agent of Logitech and is not authorized to make any representation or commitment on behalf of Logitech unless specifically requested or authorized to do so in writing by Logitech. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws governing independent contractors, including obligations such as payment of taxes, social security, workers' compensation, disability, and other contributions based on fees paid to Contractor, its agents, or employees, under the Agreement. Contractor hereby agrees to indemnify and defend Logitech against any and all such taxes or contributions, including without limitation, penalties and interest.

   2. 3.2 Warranties.
      Contractor represents and warrants to Logitech that:
      1. a. Contractor has all requisite rights and authority to enter into this Agreement, and the performance of its obligations hereunder will not conflict with any of its agreements with or obligations to any third party.
      2. b. Contractor will establish and maintain its status as an independent contractor by participating in Logitech's independent contractor evaluation and scoring process from time to time as specified by Logitech.
      3. c. Contractor will perform all Services in a professional and workmanlike manner, in accordance with the best practices of Contractor's industry, and the Services and Deliverables will conform to the applicable specification, PO and/or SOW.
      4. d. The Deliverables will not violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party, or any privacy right of any third party.
      5. e. Contractor is the sole and exclusive owner of, or has the right to enter into the Agreement on behalf of the owner of, any Services or Deliverablesand any derivative works thereof prepared by or for Contractor pursuant to the Agreement.
      6. f. Contractor represents and warrants that, in performing its obligations under this Agreement, it complies with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with the Agreement, including but not limited to, laws, orders and regulations pertaining to imports, exports, environmental laws, and any applicable laws against bribery and corruption, including, but not limited to, the United States Foreign Corrupt Practices Act, Swiss Laws and the UK Bribery Act. Contractor will furnish to Logitech any information required to enable Logitech to comply with applicable laws, orders and regulations related to this Agreement.
      7. g. In addition to, and without limiting the foregoing, Contractor represents and warrants that it, and each of its owners, directors, employees and every other person working on its behalf, has not and will not, in connection with the transactions contemplated by the Agreement or in connection with any other business transaction involving Logitech or Logitech's products, make, offer or promise to make any payment or transfer anything of value, directly or indirectly: (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organization); (b) to any political party, official of a political party or candidate; (c) to any intermediary for payment to any of the foregoing; or (d) to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States. It is the intent of the parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. Contractor warrants that it is not owned, in whole or in part, by any government or governmental agency or instrumentality.
      8. h. Contractor shall not discriminate against any person on the basis of race, religion, color, age, sex, national origin, marital status, disability, veteran status or any other protected class in the country(ies) in which Contractor operates, either (a) specifically in connection with any matters related to the Agreement and the performance of Services, and (b) generally (whether or not related to the Agreement or the performance of Services) in the areas of employment, or contracting and subcontracting with suppliers and subcontractors.
   3. 3.3 Logitech Code of Conduct.

      Contractor shall comply with the principles of the Logitech Code of Conduct, available on Logitech’s Investor Relations website (ir.logitech.com), under the heading “Governance Documents,” or via the following direct URL: https://s1.q4cdn.com/104539020/files/doc_downloads/corporate_responsibility/Logitech-Code-of-Conduct.pdf.

   4. 3.4 Insurance.

      Contractor will, at Contractor's expense, maintain insurance policies that cover Contractor's activities under the Agreement and the activities of Contractor's employees, agents and representatives, including, but not limited to, workers compensation insurance and commercial general liability, bodily injury liability, property damage liability, errors and omissions liability and media liability. Contractor's insurance will be primary to any insurance maintained by Logitech. Insurance carried by Logitech will be excess only, and will be noncontributory to insurance carried by Contractor. Upon the request of Logitech, Contractor will provide Logitech with a certificate of insurance evidencing such coverage. In addition, Contractor will provide Logitech thirty (30) days advance written notice of any cancellation or reduction in coverage or limits.

   5. 3.5 Conflict of Interest.

      Contractor agrees during the term of the Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations under the Agreement or the scope of the Services. Contractor further agrees not to disclose to Logitech, bring onto Logitech's premises, or induce Logitech to use any confidential information that belongs to anyone other than Logitech or Contractor.

   6. 3.6 Indemnification.

      Contractor agrees to defend, indemnify and hold harmless Logitech, its Affiliates and their respective officers, directors, employees and agents from any and all losses, liabilities or damages that the indemnified parties may incur or suffer and that arise, result from or are related to any breach or failure by Contractor to perform its obligations under the Agreement.

   7. 3.7 Confidentiality.
      1. a. "Confidential Information" means all information relating to the Agreement, specifications and information relating to any SOW or PO, and other business and technical information disclosed by Logitech and/or its Affiliates. Confidential Information does not include information that: (1) was rightfully known to Contractor at the time of disclosure without an obligation of confidentiality, (2) is lawfully obtained by Contractor from a third party without restriction on use or disclosure, (3) is or becomes generally known to the public through no fault or breach of the Agreement, or (4) is developed independently by Contractor without use of the Confidential Information.
      2. b. Contractor will not use the Confidential Information except as necessary under the Agreement, and will not disclose any portion of the Confidential Information to any other person or entity. Contractor will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure, including but not limited to all steps Contractor uses to protect its own proprietary, confidential and trade secret information.
      3. c. The Confidential Information remains the property of Logitech and/or its Affiliates, and no license or other rights in the Confidential Information is granted hereby, except those granted expressly herein. The Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
      4. d. Contractor further agrees that, in the event it determines that any portion of the Confidential Information is not confidential for the reasons set forth above, it will give Logitech at least ten (10) days' notice before disclosing such portion to any third party.
      5. e. The obligations of confidentiality set forth in this Section will remain in force for three (3) years from the termination of the Agreement.
   8. 3.8 Injunctive Relief.

      Contractor acknowledges that disclosure of any Confidential Information will give rise to irreparable injury to Logitech and/or its Affiliates, which may be inadequately compensable in damages. Accordingly, Logitech and/or its Affiliates may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.

   9. 3.9 Logitech Property.

      In the event that Logitech furnishes any of the following items to Contractor in connection with the Agreement, such items shall be referred to herein as "Logitech Property" (regardless of whether such items constitute the Confidential Information of Logitech): any equipment, tools, software, access to information technology systems, or documents or other materials relating to the products of Logitech, its business or customers or suppliers (which may include, without limitation, drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, memoranda, records, files, computer programs, machine listings, data, employee lists, part numbers, costs, profits, market, sales, customer lists and the like). All Logitech Property is and remains Logitech's sole and exclusive property. All Logitech Property must be kept free of liens and encumbrances. Contractor will use the Logitech Property solely to perform its obligations under the Agreement. All Logitech Property is made available "as is" and with no warranties whatsoever, express or implied. Contractor agrees to deliver promptly to Logitech all Logitech Property and all copies of Logitech Property in Contractor's possession at any time upon Logitech's request. Upon termination of the Agreement for any reason, Contractor agrees to deliver promptly to Logitech, or, at Logitech's option, destroy and provide an officer's certification of such destruction, all tangible items of Logitech Property, together with any other of Logitech's Property then in Contractor's possession, except as Logitech may, by prior written permission, allow Contractor to retain.

   10. 3.10  Records and Audit.

       Contractor will maintain complete and accurate accounting records in accordance with sound accounting practices to substantiate Contractor's fees. Contractor will preserve such records for a minimum two (2) years after completion of the Services or the Deliverables or any longer retention period mandated by the laws applicable to Contractor. Logitech may audit such records, either through its own representatives or through an accounting firm selected by Logitech, at its own expense, to verify Contractor's fees. Any audit of Contractor's records will be conducted during business hours and in a manner so as not to unreasonably interfere with Contractor's normal business operations. If an audit should disclose an overcharge by Contractor, Contractor will pay to Logitech the amount of the overcharge as well as the costs and expenses of any firm conducting the audit within ten (10) days from notice thereof.

   11. 3.11  Data Processing and Security.

       To the extent, if any, that Contractor has access to Logitech data, systems or confidential information, Contractor shall be subject to the additional terms set forth in the Logitech Data Processing Agreement and the Logitech Security Terms below.

   12. 3.12  Ownership.

       Logitech is the owner of all intellectual property rights to all Deliverables provided hereunder. Contractor agrees to assign and hereby assigns all rights it has or may acquire in the Deliverables produced and provided pursuant to the Agreement, including all intellectual property moral or publicity rights therein. Contractor understands that such work product is a "work for hire" and will be the exclusive property of Logitech. Contractor agrees to disclose promptly in writing to Logitech, or any person designated by Logitech, every computer program, trade secret, invention, discovery, improvement, copyrightable material, process, manufacturing technique, formula or know-how, whether or not patentable, copyrightable or otherwise protectable, which is conceived, made, reduced to practice, or learned by Contractor in the course of any work performed for Logitech under this Agreement. Contractor will assist and cooperate with Logitech and take such further acts reasonably requested by Logitech to enable Logitech to acquire and perfect its ownership rights in the work produced under the Agreement.

   13. 3.13  Intellectual Property Rights.

       Contractor acknowledges that the intellectual property rights of Logitech and/or its Affiliates, including but not limited to patent, trademark, trade names, copyright and trade secret rights, remain exclusively owned by Logitech and/or its Affiliates. Contractor is hereby granted a non-exclusive, non-assignable, and limited license to use those trademarks, logos, trade names, and service marks provided by Logitech to Contractor ("Marks") solely during the term of the applicable PO or SOW for the sole purpose of performing Services under the Agreement. All goodwill generated by such use of the Marks will inure exclusively to the benefit of Logitech and its Affiliates. Contractor's use of the Marks will comply with Logitech’s trademark guidelines at https://www.logitech.com/tos/trademark-guidelines.html or otherwise provided or updated by Logitech from time to time.

   14. 3.14  Contractor Employees on Temporary Assignment to Logitech.

       If the Services involve any Contractor employee or personnel on temporary assignment or engagement at Logitech (“Contractor Employee”), then, without limiting the generality of the other obligations under the Agreement, Contractor expressly agrees that:

       (1) Contractor shall be responsible for the payment and/or filing of applicable payroll withholding taxes of each such Contractor Employee;

       (2) Contractor is responsible for the terms of temporary assignment or engagement for each Contractor Employee at Logitech; provided, however, that Contractor and Logitech review candidates to ensure the best qualified fit; furthermore Contractor will obtain from each Contractor Employee it assigns at Logitech

       1. (i) assurance and agreement that employment is with Contractor, not Logitech;
       2. (ii) that Logitech may change the end date of their assignment without prior notice;
       3. (iii) that Contractor Employee does not have seniority over other permanent or temporary workers, nor guarantee of being called back to help Logitech in the future;
       4. (iv) that Contractor Employee must comply with all Logitech policies and failure to do can result in immediate termination of the assignment or engagement with Logitech;
       5. (v) that Contractor Employee is not eligible for any Logitech benefits, including but not limited to health plan, retirement plan, paid time off, severance; and

       (3) Contractor’s obligations to indemnify Logitech and the other indemnified parties expressly include any action brought by any Contractor Employee and/or any assessment brought by any governing body in connection with payroll withholding taxes of Contractor Employee; and any other liability arising out of the lawful termination of the engagement of the Contractor Employee (by way of redundancy or otherwise by Contractor following early termination or non-renewal of the SOW relating to such Contractor Employee).

4. 4. TERMINATION.
   1. 4.1 Termination by Logitech.

      Logitech may terminate these Terms or a specific SOW or cancel a specific PO under the Agreement for convenience at any time with five (5) days prior written notice to Contractor.

   2. 4.2 Termination by Contractor.

      Contractor may only terminate these Terms for convenience when no SOW or PO is in effect and the Contractor provides Logitech with at least one hundred and twenty (120) days prior written notice.

   3. 4.3 Termination for Breach.

      Either party may terminate these Terms or a specific SOW or PO if the other party is in material breach of the Agreement, SOW or PO and the breaching party fails to cure such material breach within thirty (30) days of receiving notice thereof from the non-breaching party. In the case of material breach by Contractor, Logitech will not be obligated to make any payments to Contractor.

   4. 4.4 Effect of Termination.

      Except as provided in this Section 4, upon termination of a specific SOW or PO, Logitech will pay to Contractor costs for any work performed and accepted by Logitech up to the effective date of termination on a time and materials basis or according to the milestone schedule as reasonably determined by Logitech. Any invoices for such costs must be received by Logitech within ninety (90) days after the date of termination. Contractor will promptly return to Logitech all advance payments, if any, received by Contractor reduced by Contractor's fees due on the date of termination and reasonable and supportable costs incurred by Contractor up to the notice date of termination. Contractor will deliver to Logitech all work in process, in whole or in part, including all versions and portions thereof, and will confirm in writing the assignment to Logitech of ownership in the Deliverables.

   5. 4.5 No Liability.

      Neither party will be liable to the other for damages of any sort solely as a result of terminating the Agreement or a specific SOW or PO in accordance with these Terms. Termination of the Agreement will be without prejudice to any other right or remedy of either party.

5. 5. LIMITATION OF LIABILITY.

   IN NO EVENT WILL LOGITECH BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF LOGITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITATION OF LIABILITY.

6. 6. ENTIRE AGREEMENT; PRECEDENCE.

   Unless there is another signed or clickwrap agreement between Logitech and Contractor on the same subject matter, these Terms, together with all agreed upon SOWs, and POs represent the entire agreement between the parties and replace and supersede all previous or contemporaneous oral or written agreements, understandings or arrangements between the parties with respect to its subject matter. In case of any conflict between these Terms and any SOW or any PO, or any attachments thereto, these Terms will prevail. In case of any conflict between any SOW and any PO to which the SOW relates, or any attachments to any such PO, the terms of the SOW will prevail (except as otherwise expressly set forth therein).

7. 7. AMENDMENT.

   This Agreement may not be modified or amended except in writing executed by an authorized representative of each party.

8. 8. CHOICE OF LAW AND VENUE.

   This Agreement will be exclusively governed by the laws of, and disputes will be subject to the exclusive jurisdiction of

   (i) the state of California, USA and the courts of Santa Clara County and the Northern District of California, where the registered address of the Logitech entity the Contractor is contracting with is in the Americas; or otherwise
   (ii) the country and the competent courts of the registered address of the Logitech entity Contractor is contracting with (in either case without reference to conflicts of law principles).

   Alternatively at Logitech’s entire discretion, the dispute may be subject to the jurisdiction of the competent courts of the registered address of the Contractor. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens.

9. 9. ASSIGNMENT.

   As Logitech has specifically contracted for Contractor's services, Contractor may not sub-contract, assign or delegate its obligations under the Agreement either in whole or in part, without the prior written consent of Logitech. Any attempted assignment in violation of the provisions of this Section will be void.

10. 10. NO WAIVER.

    No delay or failure to act in the event of a breach of the Agreement will be deemed a waiver of that or any subsequent breach of any provision of the Agreement. Any remedies at law or equity not specifically disclaimed or modified by the Agreement remain available to both parties.

11. 11. INDEPENDENT EFFORTS.

    Provided there is no infringement of the other party's intellectual property rights, nothing in the Agreement will impair either party's right to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by the other.

12. 12. NO PUBLICITY.

    Contractor will not use or reproduce the trademark, trade name, trade dress or logo of Logitech, or refer to Logitech as a client of Contractor, without Logitech's prior written consent.

13. 13. FORCE MAJEURE.

    Nonperformance by either party will be excused to the extent that performance is rendered impossible by any reason wholly beyond the control and not caused by the negligence of the non-performing party; provided that any such nonperformance will be cause for termination of the Agreement by the other party if the nonperformance continues for more than thirty (30) days.

14. 14. NOTICES.

    All notices must be in writing and delivered to the parties at the address mentioned on the most recent SOW or PO or at their registered address. For Logitech, a copy must also be sent by email to legalnotices@logitech.com.

15. 15. SURVIVAL.

    Sections 3.1 (Nature of Relationship), 3.5 (Conflict of Interest), 3.6 (Indemnification), 3.7 (Confidentiality), 3.8 (Injunctive Relief), 3.9 (Logitech Property), 3.10 (Records and Audit), 3.11 (Data Processing and Security), 4.3 (Termination for Breach), 4.4 (Effect of Termination), 4.5 (No Liability), 5 (Limitation of Liability), 8 (Choice of Law and Venue), 10 (No Waiver), 11 (Independent Efforts), 12 (No Publicity), and 14 through 18 will survive the termination of this Agreement.

16. 16. SEVERABILITY.

    In the event any provisions of the Agreement will for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement will be unimpaired and the invalid, illegal or unenforceable provision will be replaced by a provision which, being valid, legal and enforceable comes close to the intention of the parties underlying the invalid, illegal, or unenforceable provisions.

17. 17. BINDING EFFECT; SUCCESSORS.

    The provisions of the Agreement will be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assignees.

18. 18. EXECUTION; COUNTERPARTS.

    The Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart of the Agreement.

The following terms are not included in this updated version of the Terms and are replaced by the General Terms:

• MANPOWER SERVICES TERMS & CONDITIONS
• EXCLUSIVE ATHLETE PROMOTION TERMS & CONDITIONS
• INFLUENCER TERMS
• MARKETING CONTENT LICENSE ONLY TERMS