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Terms & conditions

Product Network — Terms and Conditions

Terms and conditions

The following terms and conditions apply to the Contract (see definition below) and each future request for the supply of services and/or materials received by Product Network from the Client (see definition below) from time to time unless otherwise agreed in writing. The communication of a request by the Client to Product Network for the supply of services and/or materials shall amount to the Client’s acceptance of these terms. These terms shall take precedence over any terms and conditions of the Client, whether attached to, enclosed with or referred to in any purchase order of the Client or elsewhere. They may not be varied except by written agreement between Product Network and the Client.

Definitions

In these terms and conditions the following words shall have the meanings given in this clause:

2.1 ‘Product Network’ means [Product Network Ltd], whose registered office is [35 Ballards Lane, London, N3 1XW], a company registered in England and Wales under number [03892570];

2.2 ‘Brief’ means the written and/or verbal brief describing the Services, their intended use and any pre-set timings for supply, supplied to Product Network in advance of conclusion of the Contract;

2.3 ‘Client’ means the person, firm or company identified as the customer in the quotation/invoice;

2.4 ‘Contract’ means the contract consisting of the quotation/invoice and these terms and conditions and concluded by either the Client signing and returning the quotation or otherwise accepting it in writing or Product Network starting work on the Services;

2.5 ‘Services’ means the services, goods, products, materials and deliverables to be supplied by Product Network under this Contract, including where applicable design and development, branded merchandise, e-commerce solutions, distribution, storage, logistics and fulfilment, as described in the quotation/invoice and in more detail in the Brief;

2.6 ‘ Price’ means the price to be charged by Product Network for the Services and specified in the quotation/invoice or any increase in that price by reason of the rights reserved under the terms of this Agreement ;

2.7 ‘Rights’ means all copyright and related rights, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights and any other intellectual property rights (including all similar or equivalent rights or forms of protection in any part of the world) in or relating to the Services.

The agencys obligations

Product Network will use its reasonable care and skill in the production and supply to the Client of the Services as per the Brief and any other requirements identified in the quotation/invoice.

Compensation

In return for Product Network’s production and supply of the Services the Client shall pay the Price in accordance with the payment schedule set out in the quotation/invoice and in the event of no such schedule be set out in the quotation/invoice within 30 days from the date of invoice. Without prejudice to any other right or remedy that it may have, if the Client fails to pay Product Network on the due date, Product Network may charge the Client interest at 0.05% per day from the due date until the date of payment whether before or after judgment, and may suspend all of its obligations hereunder until payment has been made in full. Product Network reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. Product Network reserves the right to require the Client to pay the total Price in advance and/or by installments before Product Network commences any work. If a final Price has not been agreed at the time of concluding the Contract, Product Network will require the Client to pay a percentage of the estimated total Price in advance to cover Product Network’s time attending meetings and/or producing Services in advance of a final sign-off by the Client of the budget. Product Network reserves the right to increase the Price at any time after acceptance by the Client by an amount equivalent to any increase which may have arisen in the cost to Product Network of producing or supplying the Services.

Brief, Services and Changes

The Client warrants that the Brief is accurate in all respects. As the Price and any pre-set dates for supply of the Services will be agreed on the basis of the Brief, any changes to it after the conclusion of the Contract, whether resulting from alterations by the Client, delay in providing Product Network with materials, information, instructions or authorisations, supply of faulty materials to Product Network by the Client, or any other circumstances beyond Product Network’s control, will be subject to extra charges for Product Network’s time and work and may involve delays in supply. The Client will pay these extra charges and reimburse Product Network for any third party charges or expenses incurred by Product Network on the basis of the original or amended Brief.

Production

Unless otherwise agreed in writing Product Network will arrange and oversee the production of the Services. Should it be agreed that the Client arranges or supplies any of the Services itself, then in that regard Product Network shall not be responsible for the booking, costs, expenses, supervision or quality control of any the Services arranged or supplied by the Client and the risk of those Services is the Client’s and the Client should insure those Services against all insurable risks from and including the date the risk in them passes to it.

Approvals

Product Network requires written approval from the Client of final copy, artwork, prototypes, visuals, layouts, scripts, storyboards, designs, proofs facilities, itinerary, press releases, publicity materials and the like before Product Network will proceed with production, supply or publication as appropriate. The written approval can be contained in a letter or email. Where artwork, other material, details of facilities or itineraries or the like is sent to the Client for approval, the Client shall check it carefully and notify Product Network by email or post of any errors or changes. Product Network will use its reasonable endeavours to effect any changes so notified, but Product Network reserves the right to charge extra if any of these alterations go beyond the original Brief. If errors in the artwork or the like are notified to Product Network (a) more than 3 working days after the artwork or the like is sent to the Client for approval or (b) after Product Network has received written approval from the Client for the said artwork or like, Product Network will not be liable for such errors. In addition, if errors in artwork or like are not notified to Product Network at all before publication of the said artwork or like, Product Network will not be liable for such errors. Product Network will also not be liable in respect of errors occurring where the Client either does not pay for proofs or mock-ups or does not allow enough time in the production schedule to check layouts, copy, pagination, proofs travel/accommodation arrangements, or other content aspects. Product Network cannot guarantee that any or all colours will be exactly replicated in the final version as published. The Client’s approval of the item of artwork or the like will be authority for Product Network to proceed with the item’s publication or production or distribution or booking.

Rights

The Client shall have a license for the period stated on the front of this quotation or, in the absence of such period, for no longer than 12 months from the date of this Agreement, to use the Services for the purposes, in the territories and in respect of the products or services defined in the quotation/invoice and/or the Brief. Such license shall be automatically terminated if the Client either:

8.1 does not pay the Price by the due date or does not pay any invoice which Product Network renders to the Client within 30 days of the date of the invoice; or

8.2 (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or

8.3 (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or

8.4 becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or

8.5 has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or

8.6 ceases, or threatens to cease, to carry on its business. If the Client wishes to use the Deliverables in ways going beyond the parameters in the Brief and/or in the quotation/invoice, it must approach Product Network for prior written consent. In so far as use of the Services as per the Contract involves use of third party material, Product Network will secure such license as is necessary to allow the required use of the same unless the material is supplied by the Client. Subject to the above and to the rights of any third party, ownership of the Rights shall remain vested in Product Network unless and until any assignment or other disposition of the Rights is agreed between the parties in writing. For the avoidance of doubt, where Product Network makes any presentation to the Client going beyond the Brief, the Client shall have no right to make use of any material contained in such presentation unless and until a separate contract is concluded between the parties. Use of the Services as per the Brief may involve the Client in a continuing liability to third parties, for example for royalties, license fees and performance fees. Product Network will endeavour to notify the Client of these as soon as practicable during the production process. If, during or after the period of use of the Services envisaged in this Contract, the Client wishes to use or authorise another to use any part of the Services in ways outside those contemplated in this Contract, the Client must first obtain Product Network prior written consent such consent may be conditional on prior agreement between the parties as to reasonable fees and/or royalties.

Compliance

It shall be the sole responsibility of the Client to ensure that the Services comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which use is intended as stated in the Contract. It shall also be the Client’s responsibility to ensure that the Services carry all disclaimers, warnings and public information which any competent lawyer of the Client in any of the relevant jurisdictions would advise. Accordingly the Client agrees to indemnify and hold harmless Product Network and Product Network’s agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Services or use of them are contrary to any law, code or regulation in any country.

Publicity and examples

Notwithstanding the licence described in clause 8 above or any other disposition of the Rights agreed between the parties, Product Network shall have a continuing right to use the Services for the purposes of advertising or otherwise promoting Product Network’s work. The Client shall unless otherwise agreed mark all design work supplied as part of the Deliverables with the phrase ‘Design by Product Network’ (or appropriate variants as agreed) in a suitable place. Product Network reserves the right to request the non-appearance or removal of this credit in any particular case. The Client shall comply with any such request within 30 days, but shall not thereby be obliged to make changes to material already produced or published. If the Client arranges or supplies any production run or other published material derived from the Services, the Client shall, within 28 days after production or publication commences (as appropriate), provide Product Network with 10 finished printed copies of that production run or other published material.

Expenses

Product Network will, where practicable, endeavour to estimate studio costs and extras such as couriers and other external services to be used in relation to the Services, but this will not always be possible. All expenses and any commission on those expenses which relate to the production of the Services will be invoiced by Product Network and the Client shall pay such invoices within 14 days of the date of the invoice. Where expenses are likely to be significant, Product Network reserves the right to require the Client to pay the full amount of the expected expense in advance. General out-of-pocket expenses incurred in supplying the Services, such as courier charges, traveling and hotel expenses will be charged by Product Network and the Client shall pay the relevant invoices within 14 days of the date of the invoice. Where extra expenses are incurred, either as a result of alterations to the original Brief or otherwise at the Client’s request, the Client shall pay such expenses by way of settlement of the relevant invoices within 14 days of the date of the relevant invoice.

Delivery

If the Services include any goods, then delivery of such goods shall be regarded as occurring when either two-business days have elapsed following the day the Client has been informed that the goods are awaiting collection or, in cases where the Services include delivery of the goods to the Client, on the day of delivery of the goods to the Client. If the Client is unable to collect the goods, Product Network shall be entitled to arrange storage and/or transportation for the goods on the Client’s behalf at the Client’s expense. All charges for such storage, transport and any insurance shall be payable by the Client forthwith on request. The Client shall inspect and check the goods immediately on delivery and shall give Product Network notice in writing by email or post within 3 working days after the day of delivery as to any alleged defect together with details of the alleged defect. The Client will permit Product Network to inspect any allegedly defective goods. Failing such notice, the goods shall be deemed to be in accordance with the Contract and the Client shall be deemed to have accepted the goods and to be liable to pay for the goods. The risk in Services shall pass to the Client upon delivery or transportation to the Client or to temporary storage arranged by Product Network (whichever is the earlier) and accordingly the Client should insure the Services against all insurable risks from and including the date the risk in the Services passes to it. Where either delivery difficulties or other circumstances necessitate Product Network electronically storing any part of the Services for the Client’s future use, Product Network reserves the right to levy storage charges and charges for retrieval from storage, which the Client shall pay within 14 days of the date of the relevant invoice. Every reasonable endeavour will be made to deliver the quantity of Services as stated in the quotation/invoice but Product Network reserves the right to vary the quantity by a maximum of + or – 5%.

Trade marks and domain names

If any Services use any trademarks, trading styles or trade names (‘Marks’) owned by the Client or under its control, it is agreed that Product Network shall have the right to use or allow use of any such Marks for the purpose of fulfilling Product Network’s obligations under the Contract. Product Network shall not gain any rights over such Marks by virtue of such use, but Product Network shall be entitled to use the Marks both during and after the production and supply of the Services to promote and advertise its own work. It shall be the Client’s responsibility to ensure that all domain names used in connection with the Services are wherever practicable properly registered and do not infringe any third party rights and that any Marks of the Client or any third party used in the Services, including such Marks as are supplied by Product Network as part of the Brief, are used in a manner which neither undermines the Client’s rights in its Marks nor infringes any third party rights.

Rejection or cancellation

Unless a rejection fee has been agreed in advance, the Client shall have no right to terminate the Contract, allege breach of Contract or seek any cancellation, reduction or repayment of the Price on the basis of style or composition. Once the Contract is concluded as provided on these terms and conditions, any subsequent cancellation by the Client will result in the Client being liable for the full Price as if the cancellation had not taken place, excluding such committed third party expenses as Product Network is able to avoid liability for within its existing contractual commitments to suppliers.

Property

Where Services are supplied to the Client on physical or electronic storage media, then Product Network remains the owner of these storage media and reserves the right to require immediate return of them. Should any artwork be supplied to the Client in digital form, the Client may not amend it or otherwise use it for purposes outside those contemplated by this Contract without Product Network’s express prior written permission.

Liability

Nothing in these terms and conditions shall exclude or restrict Product Network’s liability for death or personal injury resulting from its negligence, liability for fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law. Subject to this:

16.1 Product Network’s total liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to Product Network’s charges for the Services or £50,000 which ever is the lesser sum;

16.2 Product Network shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Services caused by the supply or specification by the Client of unsuitable material or content or by the reproduction of the Services by a third party; and

16.3 Product Network will not be liable to the Client for economic loss including loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of any description howsoever caused and even if foreseeable by Product Network.

16.4 Product Network will not be liable for any loss or damage to the Client’s property in the event that the Client is insured against such loss or damage or under an obligation to insure against such loss or damage or could have reasonably be expected to insure against such loss or damage. All warranties, conditions and other terms implied by statute, common law or otherwise are hereby excluded from the Contract to the fullest extent permitted by law.

Product Network’s status

Product Network acts in this Contract as a principal and not as agent for the Client and will enter into all related contracts as principal save for related contracts for the supply of those Services expressly identified as agency arrangements in the quotation/invoice in whose case Product Network acts as agent and not principal for the Client. Product Network may from time to time receive a commission, discount or other payment or concession from a third party as a result of its performance of its functions as an agent for the Client, Product Network will not be required to account to the Client for any such commission or the like.

Sub-contracting and assignment

Product Network may sub-contract any or all of its rights or obligations under this Contract and may with the Client’s consent, such consent not to be unreasonably withheld or delayed, assign the benefit and burden of its rights and obligations under this Contract to any other entity.

Confidential information

Neither party shall divulge any confidential information which is supplied to it about the other party in the course of this Contract or any pre-Contract discussions, other than information forming part of the public domain otherwise than through a breach of this clause or any other obligation of confidence.

Termination

Either party may by notice in writing to the other terminate this Contract forthwith upon the happening of one or more of the following events:

20.1 if the other shall fail to make any payment due under this Contract within 7 days after the due date, or to remedy any other breach within 30 days after being required to do so in writing; or

20.2 if the other shall be involved in any of the situations described at clauses 8.2-8.6 above. Such termination shall be without prejudice to the parties’ accrued rights and liabilities, for example, Product Network’s entitlement to payment for work done.

Matters beyond Product Networks reasonable control

Product Network is not liable for any breach of this Contract caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving Product Network’s employees), weather of exceptional severity, unavoidable hardware or software failures, or acts of local or central government or other authorities.

Entire agreement

This Contract is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications and prior agreements between the parties in that regard. Each party acknowledges that it has entered into this Contract in reliance only on the representations, warranties, promises and terms contained or expressly referred to in this Contract and, save as expressly set out in these terms and conditions, neither party shall have any liability in respect of any other representation, warranty or promise unless it was made fraudulently.

Third party rights

Unless expressly provided in this Contract, no term of this Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

Service of notices

Any written notice required by this Contract should be sent to the address of the intended recipient shown in the quotation/invoice. Notices can be sent by recorded delivery or email.

Governing law and jurisdiction

This Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law and each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales.

VAT and tax

Product Network makes no representation that the Client can claim back any VAT charged on the Price and does not provide any advice to the Client on any issues to do with corporation tax, income tax, national insurance, VAT or any other tax levied by HM Revenue & Customs or by any other authority and recommends that the Client seeks independent specialist advice on such matters

Privacy policy

1. Introduction

This privacy policy (Privacy Policy) sets out the ways in which all members of Product Network (by which we mean Product Network Limited and all of its subsidiaries) may use your personal data.

In this Privacy Policy:

‘we’, ‘us’ or ‘our’ means the Product Network entity with which you are interacting. We will make it clear to you which entity this is; ‘the site’ means the Product Nwteork website you are visiting or engaging with; and ‘you’ and ‘your’ means you, the person engaging with us, registering for our events or services or visiting our site.By registering for our newsletter, subscribing to our services, visiting our site or otherwise interacting with us, you consent to our processing of your personal data in accordance with this Privacy Policy.

2. How you can contact us:

Address

FAO the Data Protection Officer, 4 Parr Road, Stanmore, Middx, HA7 1QP, UK

Email

info@product-network.com

3. Information we may collect about you

Information you give us: We collect any information you provide to us when you complete registration forms, or provide us with your details over the phone, for example when you register an account with us, use our platform and services or subscribe to our mailing list. This information might include your name, address, email address, phone number and other information relevant to the service that you’re registering for

Information we collect about you: We will collect any information contained in any correspondence between you and us via contact forms on websites, and emails or telephone calls.

We collect information about you visiting our website and how you use it. This may include your IP address, geographical location, device information, browser type, referral source, length of visit, operating system, number of page views, which pages you viewed and similar information. This information may be collected by a third-party website analytics service provider on our behalf and/or may be collected using cookies. We also use cookies and pixels in our emails to track delivery and open rates, the results of which are stored against your email address and profile. For more information on cookies please refer to paragraph 6 below Information we receive from third parties:We may collect information about you from third parties that we work closely with for the purposes of delivering to you the services that you request from us. For example, we may engage third parties to assist us with our online
registration systems or payment systems; these entities will collect information directly from you on our behalf. We may engage third parties to operate websites on our behalf; these entities will collect information directly from you about your visits to the website on our behalf.

We may also receive information about you from third parties where you have consented to such third party sharing your information with us.

4. How we use information about you

We may use your information for the following purposes, depending on the relationship we have with you. Prior to submitting your personal data to us, we will provide you more specific information where necessary about how we will use your data and link you to this privacy policy.

We use personal data to: The purpose of this is: The applicable legal basis: Provide you with information that you have requested from us, in relation to products and services we provide (for example new gifting, technology or branded merchandise). We will need to use your contact details to keep you updated about the products or services you have indicated you are interested in. By specifically requesting information from us, you are consenting to us using your personal data for the purposes of communicating such information to you.

To keep in contact with you about other similar products or services of ours that may be of interest to you, or for research purposes after you have used one of our products or services. To keep you up to date on similar products or services you have previously purchased from us in the past. To analyse the effectiveness of our products and offerings to you. It is our legitimate interest to keep you up to date on similar products and services of ours you have used in the past. Where we rely on legitimate interests in this way, we will always offer an opt out and unsubscribe option on any marketing information we send you.
Pass on your contact details to our logistics partners in order to send you merchandise, product information or product samples. We engage logistic partners in order to deliver items globally. In order to send items to you for sampling or production purposes. We need to use your personal information *such as address) to ship these items to you. Where we need to share these details with such logistic partners in order to perform the contract we have with you, the legal basis would be the performance of a contract. In other circumstances, we have a legitimate interest to provide the details to our partners, because these services are required for delivery and it is in your interest to be provided with this information. If you prefer us not to share these details with our logistics partners, you can us indicate using the opt out box when you register your details, or let us know during the contracting process.

Analyse user traffic to measure use of our websites and improve their content. We may use information such as your IP address for analytical purposes of our pages, this could also include improving the content of our websites and services. We have identified web analytics as a legitimate interest of our business, and allow us to better meet your needs as a customer.

To comply with or abide by legal obligations or requirements. We may need to use or process your personal data to comply with some legal requirements. Where we need to process your data for these reasons, the legal basis will be compliance with a legal obligation.

You can find out more information on the privacy notice provided at the time you submit your data to us or in your contract with us (if applicable).

5. Who we might share your data with

In certain circumstances we may share your personal information with:

Other entities in the Product Network Group. Where the relevant Group entity is outside the EEA, we would only transfer data where an appropriate safeguard such as EU model clauses or Privacy Shield certification exists between the entities.
Selected third parties that we work with, where necessary for the purposes of delivering to you services that you request from us. For example, shipping items via Fedex. Where we use such third parties, we enter contracts which ensure that the third party is obligated to provide at least the same level of data protection as the Product Network entity entering into that contract, and we take reasonable, appropriate steps to ensure that the contractor effectively processes the personal data in a manner consistent with this Privacy Policy and our internal policies relating to the protection of Personal Data.

Any other Product Network entity or selected third party that you consent to our sharing your information with for marketing purposes (such consent will be sought prior to our sharing of this data).

Any other third parties where necessary to enable us to enforce our legal rights, or to protect the rights, property or safety of our employees or where such disclosure may be permitted or required by law.

6. Cookies

We use cookies to ensure that you get the most out of our site. Cookies are small text files which we store on the device you use to access the site. Cookies allow us to monitor your use of the software and simplify your use of the site. For example, a temporary cookie is also used to keep track of your “session”. Without that temporary cookie (which is not stored after you quit your browser) you would have to log on every time you access a new page.

If you do not wish for cookies to be installed on your device, you can change the settings on your browser or device to reject cookies. For more information about how to reject cookies using your internet browser settings please consult the “Help” section of your internet browser (or alternatively visit https://www.aboutcookies.org). Please note that, if you do set your Internet browser to reject cookies, you may not be able to access all of the functions of our websites.

7. Third Party Content, Sites, and Contributions

Some of our websites may contain content and links to other websites or apps that are operated by third parties. We don’t control these third party websites or apps (including whether or not they store cookies) and this Privacy Policy does not apply to them. Please consult the terms and conditions and Privacy Policy of the relevant third party website or app to find out how that site/app collects and uses your information and to establish whether and for what purpose they use cookies.

8. How we look after your data and how long we keep it for

We use a variety of technological and operational security measures to protect your information against any unauthorised access to, unlawful use of, and modification and destruction of any personal data we store.

We will retain your information for as long as is necessary to provide you with the services that you have requested from us, or for as long as the law otherwise permits. If your information has been provided as part of a promotion or order where our systems are involved to process and deliver, data will be kept for 90 days and then hard-deleted from our system and servers.