Terms of Service

These Terms of Service (‘Terms,’ or the ‘Agreement’) is a legal agreement, please read it carefully.
By using our Service, using content produced by our Service, or by delivering merchandise to us, you are agreeing to these terms.
ProductSocial.co.uk offers a service (the ‘Service’), which primarily produces content which may include digital illustrations, photographs, graphics, videos, audio recordings, and artworks (collectively referred to as ‘Content’). Any product(s) or other item(s) that you send us, whether it is the primary subject, supporting prop, or anything else, we refer to as ‘merchandise’ in these terms. Our website, which can be accessed at ProductSocial.co.uk is referred to as the ‘website.’
ProductSocial.co.uk is owned and operated by Tim Kollins Limited (‘ProductSocial.co.uk,’ ‘we,’ or ‘us’). By using our Service, whether as an individual or as a representative of an entity, that is using our Service, you are a ‘Client’ (or ‘you’) according to these terms.
These terms of service, in conjunction with our privacy policy, shall govern the business relationship between you and ProductSocial.co.uk, should you have any questions or concerns about these terms, please feel free to contact us.
1. Eligibility. In order to use our Service, you must:
i. Be at least 16 years of age and be able to enter into legal contracts;
ii. Have selected and paid for a package;
iii. Have sent a product for photography, and ‘we’ received same;
iv. Have submitted a completed ‘Terms of Reference’ (TOR) form, and;
v. Have agreed to these Terms of Service.
2. Updates. We may update or make changes to these terms by posting the revised ‘terms of service’ on our website. The revised terms shall take effect and be in full force immediately from the time of publication.
3. Communication. If we need to send you information about your account, your order, billing, your merchandise, legal notices, or anything else related to the service we provide, we will send it to the email address you provided when starting your order. We may also choose to contact you via telephone and/or postal mail. You should ensure any email coming from the domain ‘ProductSocial.co.uk’ is added to a ‘whitelist’ to help ensure delivery and that it is not rejected or deleted as junk or spam.
4. Merchandise. You are responsible for the costs of shipping your merchandise to and from our studio/ Merchandise Handling Centre (MHC), plus any necessary insurance. Choose a shipping provider with reliable tracking information and signature confirmation. If a shipment is lost, delayed, or damaged, whilst in transit to our studio/MHC, we are not responsible for such loss, damage or cost of delays.
5. Prohibited items. You must not have delivered to us any merchandise that contains, a narcotic, illegal drug, controlled substance, any dangerous weapon, firearm, explosive, dangerous chemical, obscene/ pornographic materials or any merchandise that is unlawful to possess in the United Kingdom or European Union.
6. Shipping of merchandise to us. When shipping merchandise to our studio/MHC, please follow these guidelines:
i. Packages should be carefully packed to ensure the protection of the merchandise during transit.
ii. All packages should include your name, company name, address, email address, and phone number.
iii. All packages should include your payment reference number for your project, which will be emailed to you after submitting a ‘Terms of Reference’ (TOR) form.
iv. Shipments should be addressed to ProductSocial, 110 First Avenue, Bush Hill Park, Enfield, EN1 1BP, United Kingdom.
7. Return shipping. If you specify return shipping when placing your order, we will return your merchandise to you after completion of the project. You must provide a physical address (sorry, no P O boxes) for return. Due to import/export regulations, all return shipments must be to an address within the United Kingdom. The cost of return shipping and handling will be quoted prior to shipment. You may also pick up your products at our studio/MHC location during business hours, after first securing an appointment to do so. All return shipments are subject to our limitation of liability in the section titled; Limitation of liability for damage or loss of merchandise.
8. Limitation of liability for damage or loss of merchandise. If your merchandise becomes damaged or lost while in our possession, or during return shipment, we will, if you so choose, replace, repair, or reimburse you for the value of the merchandise up to a maximum of £250 GBP total lifetime aggregate. For merchandise valued greater than £250 GBP you should purchase your own insurance to cover loss or damage to the merchandise, while in our possession and during transit to and from our studio/MHC. We are not liable for loss or damage to merchandise exceeding a total value of £250 GBP, regardless of quantity.
9. Storage. Upon request, we will store your merchandise in our facility free of charge for up to 30 days after completion of your project. After 30 days, you must arrange with us for merchandise to be returned, picked up, donated, or discarded. If we are unable to obtain your preference, merchandise will be subject to our abandonment policy in section (11) below.
10. Donating or discarding. Occasionally, the value of some merchandise may be less than the cost of return shipping. If you do not want the merchandise returned to you at the completion of your project, please let us know and we will donate or discard the merchandise. We are not able to offer compensation or credit for donated or discarded merchandise. If you choose to have your merchandise donated or discarded, we will decide which persons or organizations receive the merchandise or whether it is discarded instead of donated.
11. Abandonment. If your merchandise is in our possession and we are not able to reach you regarding its return, it will be considered abandoned after the time periods detailed below have expired. If we try to reach you to obtain return shipping information, or payment for return shipping, and 30 days pass without us receiving the necessary information or payment, we will then email you a notice informing you that your merchandise is at risk of being donated, discarded, or sold. If another 30 days passes after we have emailed the aforementioned notice and we still have not received your return shipping information or payment for return shipping, you agree that all title, interest, and ownership of the merchandise shall be transferred to us and the merchandise will be donated, discarded, or sold, at our option, and you will not receive any compensation for the merchandise or proceeds from any sale.
12. Invoicing and payment
i. Payment terms
Payment is required to begin work on your project. When payment is received, your project is added to the next available opening on our production schedule. For projects less than £5,000 GBP, full payment is required in advance. For projects greater than £5,000 GBP clients may submit 50% of the total as a deposit, the remainder is due within 10 days from delivery of low-resolution watermarked images, which will be converted to full-size un-watermarked images after receipt of the balance. Alternate payment terms may override this section if agreed to in writing by both parties.
ii. Non-payment
If payment for our services is not rendered, we may take legal action to collect payments due. We may also exercise our rights under the Design and Artists Copyright Society (DACS) directive 2000/31/EC to issue takedown notices requesting the removal from the website(s), any content we’ve delivered to you which has gone unpaid. We may also seek injunctive relief to prevent unpaid content from being published, reproduced, or displayed. Additionally, we may pursue legal action for actual, statutory, and punitive damages for copyright infringement if you publish or use our content without remitting payment.
13. Refund policy. Payments made to us are refundable under certain circumstances as outlined below. No other refunds, returns, exchanges, or changes may be made except for the following:
i. Rush projects not completed by the deadline. In the event a rush order is not completed on time, we will refund the rush fee portion of the project. No other refunds will be made for rush orders delivered after the deadline indicated on the TOR.
ii. You cancel your order within the specified time. If you have already submitted payment, you may cancel your order by sending an email to info@productsocial.co.uk requesting cancellation. Cancellation requests must be made within 24 hours of payment. Refunds are not possible for projects cancelled more than 24 hours after payment. Due to tight time constraints, rush orders may not be cancelled.
iii. Refunds will be processed via the same method as the payment was made. Credit card payments will be refunded to the same card payment was made. Payments by check will be refunded by company check.
14. Pricing. Our current pricing is published on the pricing page of our website. We may make changes to the prices we charge for our services at any time by publishing the new rates to our website. We may offer other services that aren’t listed on our pricing page and, if applicable, those rates will be disclosed prior to work being performed.
15. Taxes. You agree to be responsible for and pay any and all applicable sales, use, or value added taxes, or duties imposed by any jurisdiction as a result of the work performed for you by us or in connection with any license, we grant to you.
16. Production and creative process.
i. Alterations and accuracy. As part of our creative process, you agree we may choose to make alterations to the content as we see is fit and appropriate. This may include but shall not be limited to any ‘adjustments on’ or ‘corrections to’ the existing features of the physical merchandise that may affect the appearance of the product. The content we produce is our artistic interpretation of the merchandise. We do not guarantee that the content will be a flawless or perfectly accurate representation of your merchandise. It is, therefore, your responsibility to ensure that any content we produce is appropriate for the final intended usage and that it does not misrepresent the merchandise. We shall take responsibility for any claims of inaccurate representation of the merchandise by you or any third-party user of the content or the merchandise.
ii. Creative direction. As our client, you may elect to provide creative direction over any aspect of the project, such as lighting, arrangement, camera angle, and editing. If you choose to exercise this creative direction, you must provide such direction in advance so it can be properly recorded on the TOR, shot list, and/or any attachments. You must ensure this creative direction has been correctly recorded to the TOR and any attachments prior to payment. You are not required to provide direction on the creative aspects of your project. Any aspects of the project for which you have not provided specific creative direction will be left up to the judgment of our production team.
17. Terms of Reference (TOR). We will complete your order based on our interpretation of the requirements outlined in the Terms of Reference (TOR) document. The TOR shall contain your instructions and ideas on what you would like to be included and/or excluded from the content we produce. It is therefore important that you carefully consider your requirements prior to providing any instructions to ensure they accurately and completely describe the work required. By submitting the TOR, you confirm it correctly describes your requirements. Where there is any written or verbal communication that is inconsistent with the order as outlined on the TOR, the TOR shall supersede all other directives. Where the requirements in the TOR is no longer valid, a new TOR must be raised to supersede any existing, in which case such new TOR shall supersede all previously dated.
18. Review period. You shall have a ‘cool-off period’ of ten (10) working days to review the content we provide, after which your merchandise will be retained for the next cycle if your purchase includes multiple cycles of contents. Where no further content will be required, the merchandise will be shipped back, donated to a charity of our choosing, discarded, or dealt with as stipulated in the TOR. During the cool-off period, you are not allowed to share or distribute a ‘part-of’ or ‘the whole’ content we provided to any public forum where it can be seen by more than five (5) persons. By sharing the content over any medium where it becomes accessible to more than (5) persons, the cooling-off period shall immediately expire, and it will be assumed that the content was accepted.
19. Reshoots and edits. During the review period, you may contact us to request changes to the content such as reshoots, edits or additional content/photos. Upon request, we will reshoot or edit photos free of charge under the following circumstances:
i. Work not completed as specified on the TOR and accompanying shot list. If we make an error and deliver work that is not correct as specified on the TOR and its accompanying shot list, we will reshoot or edit the work, as needed, to correct the error.
ii. You request images to be edited. If you see anything in the content that you’d like us to touch-up, we will be happy to perform one (1) round of editing, free of charge, at your request to further adjust details such as colour, tone, minor blemishes, and any other adjustments that can be made without reshooting the content.
Some change requests made during the review period may require an additional charge. Examples include:
a. Additional photos. If you request additional photos that were not previously included on the TOR, we will inform you of the cost and request payment prior to completion of the work.
b. Reshoots. If we’ve photographed images as they are described on the TOR but you’d like to see them changed, such as different lighting, camera angle, arrangement, or anything else that requires them to be re-shot, then we may, at our option, quote an additional charge to cover the cost of reshooting them.
20. Delivery. After production is complete, the content will be delivered through a third-party service. We will email you a secure link to allow you to view and download the content.
We contract with a third-party client who manages the website and software that runs our image hosting and transfer service. Whilst we make every effort to ensure availability, stability and security of the service, we can neither guarantee a 100% uptime nor that it will be secure against any and all attacks. You, therefore, agree that we are not responsible for loss associated with the availability, security, or confidentiality of the content delivered through the image hosting and transfer Service. We recommend that you make backup copies of all content for your records in the event of data loss. We are not obligated to store or archive the content for you and if we do this as part of our Image Hosting Service, such storage should be considered as a convenience only.
21. License and the permitted use of content. You may use the content we deliver to you in connection with your order, only after full payment has been submitted, for any permitted use that does not violate this agreement. The rights granted herein are subject to the prohibited uses section. We hereby grant to you the following rights:
a. Perpetual use. There is no expiration date on your rights to use the content, meaning you can use the content forever with no end date.
b. Exclusive use. You have the exclusive right to use the content. This means we will not license the content to other parties. However, we retain the right to use the content for our own promotional publication and internal use.
c. Worldwide use. There are no geographical restrictions on your use of the content. You may use the content worldwide.
d. Unlimited use. Except as provided in section 14(b) below, you may use and display the content an unlimited number of times.
e. Derivative works. You may modify, retouch, combine, crop, annotate, or otherwise edit and create derivative works from the content. Our content contained within derivative works you create shall remain our copyrighted material and the terms and restrictions within this license also shall apply to those derivative works.
f. Permitted uses shall include but are not limited to websites, online stores, online advertisements, email newsletters, video, film, television, printed advertisements, printed catalogues, product packaging, billboards, computer software, and mobile applications.
22. Prohibited uses
i. Unlawful use.
a. You may not use the content in any illegal manner.
b. You may not use the content in any defamatory manner or use the content to harass any person.
c. Content may not be used for pornographic purposes.
d. You may not use the content in any way that violates the trademark, copyright, or other intellectual property of any other party.
ii. May not be used in a logo or trademark. Content may not be used as a part of, or incorporated into, any logo or trademark.
23. Copyright ownership & transfer
i. Copyright ownership. All content remains the copyrighted intellectual property of ProductSocial.co.uk. No transfer of copyright or ownership in any of the content is granted unless explicitly agreed to in writing by us.
ii. Transfer, and sub-licensing. You may not transfer or sub-license the content to any other party, with the following exceptions:
24. Subcontractors. Your subcontractors may use the content for the purpose of achieving your final intended use. Examples include but are not limited to:
i. Your website designer may use the content to publish to your website.
ii. Your printing company may use the content to print a catalogue.
iii. Your marketing company to create and broadcast an advertisement.
iv. Your subcontractors may not use the content for any purpose other than facilitating your intended end-use.
25. Your employer or client. If you are ordering our services on behalf of your employer or your client, then you may permit that entity to use the content. If you permit your employer or client to use the content, you certify that you have received authorization that they are bound to this entire Agreement. If such authorization has not been granted to you then they may not use the content.
26. No claim of authorship. You may not claim you are the author of the content. In any case, where the author of the content is specified, it must be attributed as ‘Copyright of ProductSocial.co.uk’.
27. Intellectual property of third parties
i. Intellectual property visible on merchandise. In some cases, the merchandise you direct us to photograph, or props used in conjunction with that merchandise, may contain trademarks, logos, artwork, or copyrighted designs that become visible in the finished content we produce for you at your direction. By directing us to photograph merchandise containing visible intellectual property, you certify that you either own, or have received explicit permission from the owner, to use any and all trademarks, logos, artwork, or copyrighted designs, visible on all of the merchandise you have directed us to photograph. By using the content, you certify that the content and your use of the content, does not infringe on the intellectual property rights of any third party. You understand that it is your sole responsibility to obtain the necessary permission to use any and all trademarks, logos, artwork, copyrighted designs, or other intellectual property visible within the content.
ii. Stock photography and artwork. If stock photography or other artworks owned by third parties are incorporated into the content, we produce for you, we certify that this content has been paid for and/or licensed by us for use in the content in accordance with the terms of service of the respective supplier. When printing content containing the aforementioned stock photography and artwork, the maximum number of printed copies that may be produced shall not exceed 500,000 print copies. This restriction does not apply to the electronic display, such as on a website.
28. Models. We certify that we have obtained appropriate releases from any models depicted in the content and the content will not infringe on any moral right, privacy right, or right of publicity of any model depicted within the content so long as the content is used in accordance with sections 11 and 12 of this Agreement.
29. No warranties. The content is provided, to the maximum extent permissible by law, ‘as-is’ with no warranties of any kind, either express or implied, including, but not limited to warranties of merchantability or fitness for a particular purpose. We do not warrant or represent that the content will meet your requirements or that the content will be free of errors.
30. Website.
i. Access and use of content. Unless noted otherwise, all materials on the website including text, images, logos, icons, photographs, and any other materials are written or otherwise that are part of the website (collectively, the ‘Contents’) are copyrighted property owned by ProductSocial.co.uk, one of its affiliates, or by third parties who have authorized their materials for use on our website and are protected by the UK and international copyright laws. The UK and international copyright laws also protect the arrangement of the contents of this website and the method of presentation of these materials. You may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way, in whole or part, any of the contents, the website, or any related materials, except that we grant you non-transferable, non-exclusive, limited permission to access content and display this website on your computer or device. This permission is on the condition that you do not modify the content on this website, that you keep intact any copyright or trademark notices, and that you accept the terms, conditions and licenses accompanying any content contained within this website.
ii. Website security. Users are strictly prohibited from violating or attempting to violate the security of this website, including but not limited to:
a. Unauthorized access. Accessing data not intended for a user or logging into any server or account that the user is not authorized to access.
b. Vulnerability scanning. Attempting to scan or test the vulnerability of the website or any system or network associated with the operation of ProductSocial.co.uk.
c. Interference. Attempting to interfere, without limitation, with service between the website and any user, with the secure operation of the website, or with the stability of the website via means of submitting a virus to the website, overloading, ‘flooding,’ ‘spamming,’ ‘mail bombing,’ or ‘crashing’ the website.
d. Spamming. Sending unsolicited email, including promotions and/or other advertising of products or services.
iii. Accuracy. We make every effort to ensure the accuracy of the information contained on this website. However, we are not liable for typographic errors, pricing errors, omissions, or mistakes that may be present in the content of the website. If you find an error on our website, please contact us so we can fix it.
iv. Linked websites. This website contains links to third party websites. We do not accept responsibility for any such links and do not endorse or monitor them for content. We shall not be responsible for any damage or loss sustained via the linked websites or their services.
v. Internet transmission problems and viruses. Due to transmission problems or technical difficulties with the Internet or this website, it is possible for you to receive inaccurate incomplete or outdated copies of information from this website. It is also possible for computer viruses or malicious software to affect this website or be inadvertently downloaded from this website. We shall not be responsible for any inaccurate or incomplete information delivered to you as a result of a technical or transmission problem. We are also not responsible for any damage caused by malicious software or viruses downloaded in connection with the use of this website. We recommend you use appropriate commercially available antivirus software to help protect yourself from this type of attack.
31. Refusal of service. If we feel your project is not a good fit, we reserve the right to refuse service and decline the project.
32. Indemnification. You agree to indemnify and hold us and our employees, officers, and owners, harmless from any losses, including all attorney fees that may result from any claims you make that are prohibited under these Terms due to any Limitation of Liability or other provision. You agree to indemnify, defend, and hold us harmless against any losses, including attorney fees, which result from third-party claims alleging you did something that, if true, would be a violation of any of these Terms.
33. Limitation of liability. You assume full responsibility for any loss that results from your use of our Service or content to the maximum extent permitted by law. We and our employees, officers, and owners are not liable for any indirect, special, punitive, or consequential damages under any circumstances, including delays, even if it’s based on negligence or if we’ve been advised of the possibility of such damages.
34. Severability. If any of these Terms are found to be unenforceable for any reason, such provision shall be modified only to the extent necessary to make the provision enforceable and all other Terms shall remain in full force and effect. If we choose not to act on a breach of these Terms for whatever reason, it does not constitute a waiver of our rights with respect to such a breach or any subsequent breaches of these Terms.
35. Attorney fees. In the event of litigation, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this Agreement.
36. Equitable relief. If you violate these terms, we may seek injunctive relief from the courts or other equitable relief.
37. Assignment. You may not assign your rights under these Terms to any other party. However, we may assign our rights to any other entity or individual at our discretion.
38. Governing law. These Terms shall be governed and construed under United Kingdom laws. Any action or proceeding arising from these Terms or your use of our Service or content must be held in the United Kingdom.
39. Entire Agreement. These Terms of Service make up the entire Agreement and supersede all prior agreements, understandings, and representations.
40. Contacting us. If you have any questions about this Agreement, our website, or any of our services please direct these inquiries to:
ProductSocial.co.uk,
110 First Avenue
Bush Hill Park
Enfield
EN1 1BP
United Kingdom
Email: info@productsocial.co.uk
Last updated: 1st October 2020
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Data Policy
The customer agreeing to these terms (‘Customer’), and ProductSocial, Tim Kollins Limited, or any other entity that directly or indirectly controls, is controlled by, or is under common control with Tim Kollins Limited (as applicable, ‘ProductSocial’), has entered into an agreement under which ProductSocial has agreed to provide the ‘ProductSocial’ service.
These ProductSocial Data Processing and Security Terms, including their appendices, (the ‘Terms’) will be effective and replace any previously applicable data processing and security terms as from the Terms Effective Date (as defined below). These Terms supplement the Agreement.

1) Introduction
a) These Terms reflect the parties’ agreement with respect to the terms governing the processing and security of Customer Personal Data under the Agreement.

2) Definitions
a) Capitalized terms used but not defined in these Terms have the meanings set out in the Agreement. In these Terms, unless stated otherwise: Account has the meaning given in the Agreement or, if no such meaning is given, means customer’s account for the Services. Additional Product means a product, service or application provided by ProductSocial or a third party that:
i) Is not part of the Services; and
ii) Is accessible for use within the user interface of the Services or is otherwise integrated with the Services.
b) Additional Security Controls means security resources, features, functionality and/or controls that customer may use at its option and/or as it determines, including the Admin Console and other features and/or functionality of the Services such as logging and monitoring, and identity and access management.
c) Admin Console has the meaning given in the Agreement or, if not such meaning is given, means the online console(s) and/or tool(s) provided by ProductSocial to the customer for administering the Services. Affiliate has the meaning given in the Agreement or, if not such meaning is given, means any entity that directly or indirectly controls, is controlled by or is under common control with, a party.
d) Alternative Transfer Solution means a solution, other than Privacy Shield, that enables the lawful transfer of personal data to a third country in accordance with Article 45 or 46 of the GDPR. Audited Services means the Services indicated as being in-scope for the relevant certification or report at https://ProductSocial.co.uk/terms-of-Service, as may be updated by ProductSocial from time to time. Customer Data has the meaning given to ‘Developer Data’ in the Agreement or, if no such meaning is given, means data provided by or on behalf of customer or customer End Users via the Services under the Account. customer End Users has the meaning given to ‘End Users’ in the Agreement or, if no such meaning is given, means the users of customer’s services (for example, the users of a customer app).
e) Customer Personal Data means the personal data contained within the Customer Data. Data Incident means a breach of ProductSocial ’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data on systems managed by or otherwise controlled by ProductSocial. ‘Data Incidents’ will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems. Data Protection Legislation means, as applicable:
i) The GDPR; and/or
f) The Federal Data Protection Act of 19 June 1992 (Switzerland). EEA means the European Economic Area. GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. ProductSocial ’s Third Party Auditor means a ProductSocial-appointed, qualified and independent third party auditor, whose current identity ProductSocial will disclose to customers.
g) Infrastructure Provider has the meaning given in Section 5.d (Infrastructure Provider). Notification Email Address means the email address (es) designated by customers in the Admin Console to receive certain notifications from ProductSocial.
h) Privacy Shield means the EU-U.S. Privacy Shield legal framework and the Swiss-U.S. Privacy Shield legal framework.
i) Security Documentation means all documents and information made available by ProductSocial under Section 7.e.i (Reviews of Security Documentation). Security Measures has the meaning given in Section 7.a.i (ProductSocial ’s Security Measures).
j) Services have the meaning given to ‘Services’ (as applicable) in the Agreement. SOC 2 Report means a confidential Service Organization Control (SOC) 2 report (or a comparable report) on ProductSocial ’s systems examining logical security controls, physical security controls, and system availability, as produced by ProductSocial ’s Third Party Auditor in relation to the Audited Services.
k) Sub-processors mean third parties authorized under these Terms to have logical access to and process Customer Personal Data in order to provide parts of the Services. The term means the period from the Terms Effective Date until the end of ProductSocial ’s provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which ProductSocial may continue providing the Services for transitional purposes.
l) Terms Effective Date means, as applicable;
i) On the 1st October 2020, if the customer agreed to these Terms prior to or on such date; or
ii) The date on which customer agreed to these Terms if such date is after 25 May 2018. Third-Party Sub-processors has the meaning given in Section 11.a (Consent to Sub-processor Engagement).
m) The terms ‘personal data’, ‘data subject’, ‘processing’, ‘controller’, ‘processor’ and ‘supervisory authority’ as used in these Terms have the meanings given in the GDPR.

3) Duration of these Terms
a) These Terms will take effect on the Terms Effective Date and, notwithstanding the expiry of the Term, will remain in effect until, and automatically expire upon, deletion of all Customer Personal Data by ProductSocial as described in these Terms.

4) Scope of Data Protection Legislation
a) Application of European Legislation. These Terms will only apply to the extent that the Data Protection Legislation applies to the processing of Customer Personal Data, including if:
i) The processing is carried out in the context of the activities of an establishment of the customer in the territory of the EEA; and/or
ii) The Customer Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services in the EEA or the monitoring of their behaviour in the EEA.

5) Processing of Data
a) Roles and Regulatory Compliance; Authorization.
i) Data Processor and Controller Responsibilities. The parties acknowledge and agree that:
(1) The subject matter and details of the processing are described in Appendix
(2) ProductSocial is a processor of that Customer Personal Data under the Data Protection Legislation;
(3) Customer is a controller or processor, as applicable, of that Customer Personal Data under Data Protection Legislation; and
(4) Each party will comply with the obligations applicable to it under the Data Protection Legislation with respect to the processing of that Customer Personal Data.
ii) Authorization by Third Party Controller. If the customer is a processor, Customer warrants to ProductSocial that customer’s instructions and actions with respect to that data as the relevant controller have gained authorization to act as the controller of Customer Personal Data, including its appointment of ProductSocial as another processor.
b) Customer’s Instructions. By entering these Terms, the customer instructs ProductSocial to process customer Personal Data only in accordance with applicable law:
i) To provide the Services;
(1) As further specified via customer’s use of the Services (including the Admin Console and other functionality of the Services);
(2) As documented in the form of the Agreement, including these Terms; and
(3) As further documented in any other written instructions given by customers and acknowledged by ProductSocial as constituting instructions for purposes of these Terms.
ii) ProductSocial ’s Compliance with Instructions. ProductSocial will comply with the instructions described in Section 5.b.i (Customer’s Instructions) (including with regard to data transfers) unless EU or EU Member State law to which ProductSocial is subject requires other processing of Customer Personal Data by ProductSocial, in which case ProductSocial will inform the customer (unless that law prohibits ProductSocial from doing so on important grounds of public interest) via the Notification Email Address.
c) Additional Products. If a customer uses any Additional Product, the Services may allow that Additional Product to access Customer Personal Data as required for the interoperation of the Additional Product with the Services. For clarity, these Terms do not apply to the processing of personal data in connection with the provision of any Additional Product used by a customer, including personal data transmitted to or from that Additional Product.
d) Infrastructure Provider. customer authorizes the engagement of Amazon Web Services, Inc. (‘Infrastructure Provider ‘) to provide underlying infrastructure services in the provision of the Services. Infrastructure Provider’s role includes processing customer Personal Data, but Infrastructure Provider will not be a Third-Party Sub-processor for the purposes of these Terms.

6) Data Deletion
a) Deletion by customer. ProductSocial will enable customers to delete customer Personal Data during the Term in a manner consistent with the functionality of the Services. If a customer uses the Services to delete any Customer Personal Data during the Term and that customer cannot recover customer Personal Data, this use will constitute an instruction to ProductSocial to delete the relevant Customer Personal Data from ProductSocial ’s systems in accordance with applicable law. ProductSocial will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days unless EU or EU Member State law requires storage.
b) Deletion on Termination. On the expiry of the Term, Customer instructs ProductSocial to delete all Customer Personal Data (including existing copies) from ProductSocial ’s systems in accordance with applicable law. ProductSocial will, after a recovery period of up to 30 days following such expiry, comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days, unless EU or EU Member State law requires storage. Without prejudice to Section 9.a (Access; Rectification; Restricted Processing; Portability), Customer acknowledges and agrees that customer will be responsible for exporting before the Term expires, any customer Personal Data it wishes to retain afterwards.

7) Data Security
a) ProductSocial ’s Security Measures, Controls and Assistance.
i) ProductSocial ’s Security Measures. ProductSocial will implement and maintain technical and organizational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, and unauthorized disclosure or access as described in Appendix 2 (the ‘Security Measures ‘). As described in Appendix 2, the Security Measures include measures to encrypt personal data; to help ensure ongoing confidentiality, integrity, availability and resilience of ProductSocial ’s systems and services; to help restore timely access to personal data following an incident; and for regular testing of effectiveness. ProductSocial may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
ii) Security Compliance by ProductSocial Staff. ProductSocial will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Sub-processors to the extent applicable to their scope of performance, including ensuring that all persons authorized to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
iii) Additional Security Controls. In addition to the Security Measures, ProductSocial will make the Additional Security Controls available to:
(1) Allow customer to take steps to secure customer Personal Data; and
(2) Provide customers with information about securing, accessing and using customer Personal Data.
iv) ProductSocial ’s Security Assistance. customer agrees that ProductSocial will (taking into account the nature of the processing of Customer Personal Data and the information available to ProductSocial) assist the customer in ensuring compliance with any of customer’s obligations in respect of security of personal data and personal data breaches, including if applicable customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:
(1) Implementing and maintaining the Security Measures in accordance with Section 7.a.i (ProductSocial ’s Security Measures);
(2) Making the Additional Security Controls available to the customer in accordance with Section 7.a.iii (Additional Security Controls);
(3) Complying with the terms of Section 7.b (Data Incidents); and
(4) Providing customers with the Security Documentation in accordance with relevant Section (Reviews of Security Documentation) and the information contained in the agreement including these terms.
b) Data Incidents
i) Incident Notification. If ProductSocial becomes aware of a Data Incident, ProductSocial will:
(1) Notify customer of the Data Incident promptly and without undue delay after becoming aware of the Data Incident; and
(2) Promptly take reasonable steps to minimize harm and secure Customer Personal Data.
ii) Details of Data Incident. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps ProductSocial recommends customers take to address the Data Incident.
iii) Delivery of Notification. Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address or, at ProductSocial ’s discretion, by direct communication (for example, by a phone call or an in-person meeting). customer is solely responsible for ensuring that the Notification Email Address is current and valid.
iv) No Assessment of Customer Personal Data by ProductSocial. ProductSocial will not assess the contents of Customer Personal Data to identify information subject to any specific legal requirements. customer is solely responsible for complying with incident notification laws applicable to customers and fulfilling any third-party notification obligations related to any Data Incident(s).
v) No Acknowledgement of Fault by ProductSocial. The notification or any response to a Data Incident by ProductSocial may not be construed as an acknowledgement of any fault or liability with respect to the Data Incident.
c) Customer’s Security Responsibilities and Assessment.
i) Customer’s Security Responsibilities. customer agrees, without prejudice to ProductSocial ’s obligations under Section 7.a (ProductSocial ’s Security Measures, Controls and Assistance) and Section 7.b.i (Data Incidents) customer is solely responsible for its use of the Services, including:
(1) Making appropriate use of the Services and the Additional Security Controls to ensure a level of security appropriate to the risk in respect of the Customer Personal Data;
(2) Securing the account authentication credentials, systems and devices customer uses to access the Services;
(3) Backing up its customer Personal Data; and b)ProductSocial has no obligation to protect customer Personal Data that Customer elects to store or transfer outside of ProductSocial ’s and its Sub-processors’ systems (for example, offline or on-premise storage), or to protect customer Personal Data by implementing or maintaining Additional Security Controls except to the extent customer has opted to use them.
ii) Customer’s Security Assessment. a)Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures, the Additional Security Controls and ProductSocial ’s commitments under this Section 7 (Data Security) will meet customer’s needs, including with respect to any security obligations of the customer under the Data Protection Legislation. b)Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by ProductSocial as set out in Section 7.a.i (ProductSocial ’s Security Measures) provide a level of security appropriate to the risk in respect of the Customer Personal Data.
d) Security Certifications and Reports. ProductSocial will update the SOC 2 Report at least once every 18 months in order to evaluate and help ensure the continued effectiveness of the Security Measures.
e) Reviews and Audits of Compliance.
i) Reviews of Security Documentation. In addition to the information contained in the Agreement (including these Terms), ProductSocial will make available for review by the customer the then-current SOC 2 Report, following a request by the customer in accordance with Section 7.e., in order to demonstrate compliance by ProductSocial with its obligations under these Terms.
ii) Customer’s Audit Rights.
(1) ProductSocial will allow the customer or an independent auditor appointed by the customer to conduct audits (including inspections) to verify ProductSocial ’s compliance with its obligations under these Terms in accordance with Section 7.e.iii (Additional Business Terms for Reviews and Audits). ProductSocial will contribute to such audits as described in Section 7.d (Security Certifications and Reports) and this Section 7.e (Reviews and Audits of Compliance).
(2) Customers may also conduct an audit to verify ProductSocial ’s compliance with its obligations under these Terms by reviewing the Security Documentation (which reflects the outcome of audits conducted by ProductSocial ’s Third Party Auditor).
iii) Additional Business Terms for Reviews and Audits.
(1) Customers must send any requests for reviews of the SOC 2 Report or audits under via the contact form on https://ProductSocial.co.uk/Contact as described in Section 12 (ProductSocial Data Protection Team; Processing Records).
(2) Following receipt by ProductSocial of a request under Section 7, ProductSocial and customer will discuss and agree in advance on:
(3) the reasonable date(s) of and security and confidentiality controls applicable to any review of the SOC 2 Report; and
(4) the reasonable start date, scope and duration of and security and confidentiality controls applicable to any audit.
(5) ProductSocial may charge a fee (based on ProductSocial ’s reasonable costs) for any review of the SOC2 Report. ProductSocial will provide customers with further details of any applicable fee, and the basis of its calculation, in advance of any such review or audit. customers will be responsible for any fees charged by any auditor appointed by the customer to execute any such audit.
(6) ProductSocial may object in writing to an auditor appointed by the customer to conduct any audit if the auditor is, in ProductSocial ’s reasonable opinion, not suitably qualified or independent, a competitor of ProductSocial, or otherwise manifestly unsuitable. Any such objection by ProductSocial will require the customer to appoint another auditor or conduct the audit itself.
(7) Nothing in these Terms will require ProductSocial either to disclose to the customer or its third-party auditor or to allow the customer or its third-party auditor to access:
(a) Any data of any other customer of ProductSocial or its Affiliates;
(b) ProductSocial or its Affiliates’ internal accounting or financial information;
(c) Any trade secret of ProductSocial or its Affiliates;
(d) Any information that, in ProductSocial 's reasonable opinion, could:
(i) compromise the security of any of ProductSocial or its Affiliates’ systems or premises; or
(ii) cause ProductSocial or its Affiliates to breach obligations under the Data Protection Legislation or its security and/or privacy obligations to the customer or any third party; or
(e) Any information that customer or its third-party auditor seeks to access for any reason other than the good faith fulfilment of customer’s obligations under the Data Protection Legislation.

8) Impact Assessments and Consultations
Customer agrees that ProductSocial will (taking into account the nature of the processing and the information available to ProductSocial) assist the customer in ensuring compliance with any obligations of the customer in respect of data protection impact assessments and prior consultation, including if applicable customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:
a) Providing the Additional Security Controls in accordance with ‘Additional Security Controls’ and the Security Documentation Reviews of Security Documentation; and
b) Providing the information contained in the Agreement including these Terms.

9) Data Subject Rights; Data Export.
a) Access; Rectification; Restricted Processing; Portability. During the Term, ProductSocial will, in a Data Subject Requests manner consistent with the functionality of the Services, enable the customer to access, rectify and restrict processing of Customer Personal Data, including via the deletion functionality provided by ProductSocial.
b) Data Subject Requests
i) Customer’s Responsibility for Requests. During the Term, if ProductSocial receives any request from a data subject in relation to Customer Personal Data, ProductSocial will advise the data subject to submit their request to customer and customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
ii) ProductSocial ’s Data Subject Request Assistance. customer agrees that ProductSocial will (taking into account the nature of the processing of Customer Personal Data) assist the customer in fulfilling any obligation to respond to requests by data subjects, including if applicable customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by:
(1) Providing the Additional Security Controls in accordance with the Additional Security Controls section; and
(2) Complying with the commitments set out in Section 9.a (Access; Rectification; Restricted Processing; Portability) and Section 9.b.i (Customer’s Responsibility for Requests).

10) Data Transfers
a) Data Storage and Processing Facilities. ProductSocial may, subject to Section 10.b (Transfers of Data Out of the EEA), store and process the relevant Customer Personal Data anywhere ProductSocial or its Sub-processors, or any Infrastructure Provider maintains facilities.
b) Transfers of Data Out of the EEA10.2.1 Transfers of Data Out of the EEA and Switzerland. ProductSocial will ensure that:
i) The parent company of the ProductSocial, Tim Kollins Limited, remains self-certified on behalf of itself and its wholly-owned subsidiaries; and
ii) The scope of ProductSocial Privacy Shield certification includes Customer Personal Data.
c) Customer’s Transfer Obligations. If under the European Data Protection Legislation ProductSocial reasonably requires the customer to use an Alternative Transfer Solution offered by ProductSocial, and reasonably requests that customer take any action (which may include execution of documents) strictly required to give full effect to such solution, the customer will do so.

11) Sub-Processors
a) Consent to Sub-processor Engagement. customer specifically authorizes ProductSocial to engage ProductSocial ’s Affiliates as Sub-processors. In addition, customers generally authorize ProductSocial to engage any other third parties as Sub-processors (‘Third-Party Sub-processors ‘).
b) Information about Sub-processors. Information about Sub-processors, including their functions and locations, is available at https://ProductSocial.co.uk (as may be updated by ProductSocial from time to time in accordance with these Terms).
c) Requirements for Sub-processor Engagement. When engaging any Sub-processor, ProductSocial will:
i) Ensure via a written contract that:
(1) The Sub-processor only accesses and uses customer Personal Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Terms) and Privacy Shield; and
(2) If the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR, as described in these Terms, are imposed on the Sub-processor; and
ii) Remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Sub-processor.
d) Opportunity to Object to Sub-processor Changes.
i) When any new Third Party Sub-processor is engaged during the Term, ProductSocial will, at least 30 days before the new Third Party Sub-processor processes any customer Personal Data, inform the customer of the engagement (including the name and location of the relevant Sub-processor and the activities it will perform) either by sending an email to the Notification Email Address or via the Admin Console.
ii) Customers may object to any new Third-Party Sub-processor by terminating the Agreement immediately upon written notice to ProductSocial, on condition that Customer provides such notice within 90 days of being informed of the engagement of the Sub-processor as described in Section 11.d.i. This termination right is the customer's sole and exclusive remedy if the customer objects to any new Third-Party Sub-processor.

12) ProductSocial Data Protection Team; Processing Records
a) ProductSocial ’s Representative. A customer may contact a ProductSocial representative in relation to the exercise of its rights under these Terms via the methods described at https://ProductSocial.co.uk/terms of Service (and/or via such other means as ProductSocial may provide from time to time).
b) ProductSocial ’s Processing Records. customer acknowledges that ProductSocial is required under the GDPR to:
i) Collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which ProductSocial is acting and, where applicable, of such processor or controller's local representative and data protection officer; and
ii) Make such information available to the supervisory authorities. Accordingly, customers will, where requested, provide such information to ProductSocial via the Admin Console or other means provided by ProductSocial, and will use the Admin Console or such other means to ensure that all information provided is kept accurate and up to date.

13) Liability
a) If the Agreement is governed by the laws of:
i) A member state of the European Union, then, notwithstanding anything else in the Agreement, the total liability of either party towards the other party under or in connection with these Terms will be limited to the maximum monetary or payment-based amount at which that party’s liability is capped under the Agreement (for clarity, any exclusion of indemnification claims from the Agreement’s limitation of liability will not apply to indemnification claims under the Agreement relating to the Data Protection Legislation); or
ii) A jurisdiction that is not a member state of the European, then the liability of the parties under or in connection with these Terms will be subject to the exclusions and limitations of liability in the Agreement.

14) Effect of these Terms
Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between these Terms and the remaining terms of the Agreement, these Terms will govern.

15) Changes to these Terms
a) Changes to URLs. From time to time, ProductSocial may change any URL referenced in these Terms and the content at any such URL.
b) Changes to these Terms. ProductSocial may change these Terms if the change:
i) Is expressly permitted by these Terms, including as described in Section 15.a (Changes to URLs);
ii) Reflects a change in the name or form of a legal entity;
iii) Is required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency; or
iv) Does not:
(1) Result in a degradation of the overall security of the Services;
(2) Expand the scope of, or remove any restrictions on, ProductSocial ’s processing of Customer Personal Data, as described in Section 5.b.ii (ProductSocial ’s Compliance with Instructions); and
(3) Otherwise have a material adverse impact on customer’s rights under these Terms, as reasonably determined by ProductSocial.
c) Notification of Changes. If ProductSocial intends to change these Terms under Section 15.b.iii or 15.b.ii, ProductSocial will inform the customer at least 30 days (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect by either:
i) Sending an email to the Notification Email Address; or
ii) Alerting the customer via the Admin Console. If the customer objects to any such change, the customer may terminate the Agreement by giving written notice to ProductSocial within 90 days of being informed by ProductSocial of the change.

16) Appendix 1
a) Subject Matter and Details of Data Processing. Subject Matter is ProductSocial data management in the provision of Services to customers. Duration of Processing refers to the period from the expiry of the Term until the deletion of all Customer Personal Data by ProductSocial in accordance with these Terms. Nature and Purpose of the Processing are how ProductSocial will process customer Personal Data for the purposes of providing the Services to customers in accordance with these Terms. Categories of Data is Data relating to individuals provided to ProductSocial via the Services, by (or at the direction of) customers or by Customer End Users. Data Subjects include the individuals about whom data is provided to ProductSocial via the Services by (or at the direction of) the customer or by customer End Users.

17) Appendix 2
a) Security Measures. As from the Terms Effective Date, ProductSocial will implement and maintain the Security Measures set out in Appendix 2. ProductSocial may update or modify such Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.
b) Infrastructure. ProductSocial maintains geographically distributed data centres via the cloud.
c) What Server Operating Systems? ProductSocial operates a No-Server cloud platform. Businesses Continuity. ProductSocial replicates data over multiple systems to help to protect against accidental destruction or loss. ProductSocial has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

18) Personnel Security
a) ProductSocial personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. ProductSocial conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labour laws and statutory regulations. Personnel is required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, ProductSocial ’s confidentiality and privacy policies. Personnel is provided with security training. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g. certifications). ProductSocial ’s personnel will not process Customer Personal Data without authorization.

19) Subprocessor and Infrastructure Provider Security
a) Sub-processors. Before onboarding Sub-processors, ProductSocial conducts an audit of the security and privacy practices of Sub-processors to ensure Sub-processors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once ProductSocial has assessed the risks presented by the Sub-processor, then subject to the requirements set out in Section 11.b (Requirements for Sub-processor Engagement) of these Terms, the Sub-processor is required to enter into appropriate security, confidentiality and privacy contract terms.
b) Infrastructure Provider. Details regarding the Data Centre, Network Security, and Site Control security standards of the Infrastructure Provider, including the Infrastructure Provider’s SOC 3 Report, are publicly available at Amazon’s Web Service or/and GoDaddy (as may be modified or updated by the Infrastructure Provider from time to time). Data Storage, Isolation and Logging. ProductSocial stores data in a multi-tenant environment on ProductSocial-owned or Infrastructure Provider-owned servers. ProductSocial also logically isolates the customer’s data. The customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable the customer to determine the product sharing settings applicable to Customer End Users for specific purposes.

20) Acting on your rights.
Under GDPR (General Data Protection Regulation) rules, users have the following eight (8) rights;
a) The right to be informed. ProductSocial is obliged to inform individuals on what data is being collected, how it’s being used, how long it will be kept and whether it will be shared with any third parties. Upon request, this information will be communicated concisely and in plain language.
b) The right to access. Individuals can submit subject access requests, which oblige us to provide a copy of any personal data concerning the individual. ProductSocial shall produce this information within 30 days upon receipt of the request, except where such requests are manifestly unfounded, repetitive or excessive.
c) The right to rectification. Individuals can request for their information to be updated.
d) The right to erasure (also known as ‘the right to be forgotten’). Individuals can request that ProductSocial erase their data in certain circumstances, such as when the data is no longer necessary, the data was unlawfully processed, or it no longer meets the lawful ground for which it was collected.
e) The right to restrict processing. Individuals can request for ProductSocial to limit the way we use their personal data.
f) The right to data portability. Individuals can request to obtain from us and reuse their personal data for their own purposes across different services. This right only applies to personal data that an individual has provided to data controllers by way of a contract or consent.
g) The right to object. Individuals can object to the processing of personal data that is collected on the grounds of legitimate interests or the performance of a task in the interest/exercise of official authority.
h) The rights to challenge and request a review of the automated data processing.
i) To exercise your rights under GDPR, send the request to at data-enquiry@ProductSocial.co.uk.


(Last Modified: October 5, 2020).
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