These general terms of service ("General Terms of Service") apply to the use of Print-On-Demand Service (as defined under section 2 below) provided to you as a business, brand, creator or other licensor ("Creator", "You" or "Your") by H&M Hennes & Mauritz GBC AB and/or its affiliates ("Creator Studio", "We", "Us" or "Our"). Creator Studio and Creator are each referred to as a "Party" and jointly as the "Parties".
The Creator Studio Content Policy, the Creator Studio - Design Guidelines, and any other policies and guidelines applicable to Print-On-Demand Service, amended from time to time see under section 17 below, and uploaded on “MyStudio” via mystudio.creatorstudio.com, shall be deemed integral parts of these General Terms of Service.
These General Terms of Service constitute a legally binding agreement between You and Us. By registering an Account (see under section 4 below) for Print-on-Demand Service and by clicking on the “I accept button”, You agree to be bound by these General Terms of Service. Please make sure that You have read and understood these General Terms of Service before registering an Account for and/or using the Print-On-Demand Service. Your use of Print-On-Demand Service means that You have agreed to these General Terms of Service. If You are not willing to be bound by these General Terms of Service, You may not use, and must immediately cease using, the Print-On-Demand Service.
2. PRINT-ON-DEMAND SERVICE
Overview of offered services
Creator Studio offers You a “Print-On-Demand Service” which includes a range of services such as a platform solution for print-on-demand and other merchandise (as applicable) as well as sourcing of blank products (“Product(s)”).
Creator Studio’s estimates that printing process of all orders will be done within four (4) business days (i.e. Monday to Friday, except public holidays in production country) from when an order has been placed with Creator Studio.
Products will be produced in accordance with the applicable H&M Group policies, including the H&M Group’s Code of Ethics and Sustainability Commitment (“H&M Group Policies”) unless, and as an exception only, otherwise expressly stated.
The use of Print-On-Demand Service requires integration with Creator Studio’s order systems. For this purpose, You shall use the integration solutions provided by Creator Studio from time to time.
3. YOUR USE OF CREATOR STUDIO SERVICE
You shall provide Creator Studio with all designs, images, artwork, text, trademarks or other graphical representations to be printed on or used on Products and its packaging (“Creator Content”). The Creator Content shall at all times comply with the Content Policy and delivered in accordance with the Creator Content Delivery Guidelines
After You have provided Creator Content to Us, Creator Studio will have the possibility to offer You Creator Content printed on-demand on Products (“Creator Product(s)”) and to distribute Creator Products to customers in accordance with the terms set forth in here.
You may also use the Print-On-Demand Service for Your business clients (“Creator Client(s)”), and, if so, You shall (i) sign Creator Studio’s release form, (ii) ensure Your Creator Client(s) complies with these General Terms of Service, and (iii) be fully liable towards Us for all acts and omissions by Creator Client(s).
For clarification purposes, where applicable and relevant in these General Terms of Service, the term “You” shall include Creator Client(s).
Merchant of Sale and Title
You are the merchant of sale of Creator Products sold to customers. No right of cancellation or withdrawal of Creator Products applies between the Parties and the costs for such a rights in relation to customers cannot be passed on by You to Creator Studio.
Title to each Creator Product will pass from Creator Studio to the Creator when the Creator Product has been finalized and is placed in the printing facility’s outbox for last mile delivery to the customer. At this point in time, the Creator Product’s status is marked as “Fulfilled” in MyStudio.
Territory and Changes to the Print-On-Demand Service
The Print-On-Demand Service is currently provided in the countries listed here(“Territory”)
You understand and accept that the Print-On-Demand Service may be subject to change over time with regard to improvements, optimisation of the Print-On-Demand Service or Creator Studio’s business, legal requirements and for other reasonable reasons.
4. YOUR ACCOUNT
In order to use the Print-On-Demand Service, You must register an account with Us (the “Account)”. All information You provide on Your Account shall be complete, current and accurate at all times. You are responsible for keeping Your username and password confidential. Creator Studio will not be liable for any loss or damage resulting from Your failure to keep Your username and/or password confidential, and any loss or damage resulting from actions by third parties as a result of such failure.
5. INTELLECTUAL PROPERTY RIGHTS
Title to all intellectual property rights, including but not limited to patents, trademarks, copyrights and design and patten rights, (“Intellectual Property Rights”) owned, licensed and/or vested by Creator Studio and any Intellectual Property Rights to the Products shall belong to Creator Studio (“Creator Studio IP”).
Title to Intellectual Property Rights owned, licensed and/or vested by Creator shall belong to Creator ("Creator IP").
You hereby grant Us a worldwide, irrevocable (during the Term, as defined under section 13 below), royalty-free and non-exclusive right to use, reproduce, modify (only for printing purposes in order to provide You with a pleasing aesthetic design) and distribute Creator IP (including but not limited to Creator Content) to such extent as required and in order to fulfil the obligations under these General Terms of Service.
6. SAMPLE SERVICE
You may order samples from Us in order to assess print, fabrication, colourways, graphics, stitching, fit and sizing (“Sample Service”). The Sample Service is available at cost and entitles You to select available Product(s) and to have the sample design of Your choice printed on the selected Product(s)
Creator Studio is entitled to charge You the applicable price for a Creator Product after an order has been placed with Creator Studio for sale of a Creator Product, in accordance with the price list communicated by Creator Studio on MyStudio from time to time (hereinafter referred to as the “Price”). For clarification purpose, Creator understands and accepts that Creator Studio has the right to change the Price and/or renumeration structure if preceded with a prior email notification within thirty (30) days.
In addition to the Price, You will be invoiced an amount for delivery of Creator Products to the customer by Creator Studio that corresponds to the prices set out in the price list communicated by Creator Studio on MyStudio (hereinafter referred to as the “Last Mile Delivery”). For clarification purposes, Last Mile Delivery are subject to change to the prices in effect at the time of shipping.
In the event You choose to permit a right of withdrawal in relation to orders of print-on-demand Creator Products in the terms applicable to the customers, the costs for this shall not be passed on to Creator Studio.
You accept and understand that delivery of Creator Products sold by You to customers in countries outside the European Union and the United States may be shipped from the European Union which, in turn, may entail sales tax and import duties and charges on You.
8. PAY-OUTS, REPORTS AND TAXES
You will be invoiced Price and Last Mile Delivery on a calendar month basis, and one month in arrears with payment terms of thirty (30) days. Invoices will be emailed to the address supplied by way of Your Account or otherwise provided by You for this purpose. A late payment interest rate of eight percent (8%) per annum above the European Central Bank’s reference will apply in the event of late payment. Price and Last Mile Delivery and any other applicable costs may be invoiced under a company directly or indirectly controlling, controlled by or under common control of Creator Studio (see further under section 15 below).
You are solely responsible for any taxes imposed on the sale of Creator Products to customers. You shall comply with all laws and regulations, including but not limited to applicable import and export laws and regulations, from the time when title to the Creator Product is passed to You.
9. PRODUCT AVAILABILITY, WITHDRAWAL AND CANCELLATION
You will be able to choose Products from a product range made available to you by Creator Studio. The product range is determined by Creator Studio in its sole discretion. Creator Studio reserves the right to terminate any transaction, or to take any other actions as needed to restrict access to or availability of any Product, Creator Product or Creator Content that does not comply with these General Terms of Service. We reserve the right to remove your product at any time for any reason. We may temporarily or permanently ban and/or remove accounts and/or users at any time for any reason. If We withdraw or cancel a Product, Creator Product or Creator Content from the Print-On-Demand Service, this will not relieve You of Your other contractual undertakings in accordance with these General Terms of Service, including but not limited to your payment obligations.
Subject to these General Terms of Service, You may have a right to withdraw Your Creator Content from further availability by changing the availability setting for the Creator Content on Your Account. We will use commercially reasonable efforts to ensure that Your the Creator Content will be removed from the Print-On-Demand Service as per Your request. In the event You have withdrawn Your Creator Content, we will fulfil any orders placed by You prior to a withdrawal of such Creator Content. If the customer fails to collect Creator Product, We may handle (and if appropriate dispose of) the uncollected Creator Product in the manner We decide.
10. CUSTOMER DATA AND DATA PRIVACY
The Parties agree and acknowledge that each party will be independently acting as controllers in respect of personal data processed by them respectively pursuant to these General Terms of Service. Both Parties agree to comply with the EU General Data Protection Regulation 2016/679 ("GDPR") and/or any applicable local data protection laws or regulations.
You will be the controller in respect of any personal data that You process relating to customers and other data collected by You or via Your sales channels. Creator Studio will be the controller in respect of any personal data that is processed for the purpose to deliver the Print-On-Demand Service to You.
You will provide clear information to the customers about Your responsibility as a controller and your processing activities, and in addition to that provide a reference to Creator Studios privacy notice.
If, and to the extent that, a Party processes personal data on behalf of the other, the Parties shall in good faith discuss and agree upon a separate data processing agreement.
11. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
Creator Studio represents and warrants to Creator that (i) Creator Products (excluding Creator Content) will comply with applicable laws and regulations in Territory; (ii) Products will be produced in accordance with the H&M Group Policies, unless otherwise expressly stated; and (iii) Creator’s use of Print-On-Demand Service in accordance with this Agreement will not infringe any third-party intellectual property rights in Territory.
Creator Studio agrees to defend, indemnify and hold Creator harmless from and against all costs (including reasonable legal fees) and finally awarded damages incurred by Creator and solely as a result of any breach by Creator Studio of the Creator Studio warranties mentioned above. Any claim against Creator Studio must be brought as reasonably possible, and in any event, no later than ninety (90) Business Days from when Creator became aware of, or should reasonably have become aware of, the circumstances giving rise to the relevant claim.
You represent and warrant to Creator Studio (i) that Your legal entity is duly formed under the laws of the country in which Your business is registered (if applicable); (ii) that You have the power and authority to enter into these General Terms of Service (including on behalf of the legal entity that you represent); (iii) that Your use of the Print-On-Demand Service complies with applicable laws and regulations; (iv) that any information you have provided or made available to Us is at all times accurate and complete; (v) that You own or control all Intellectual Property Rights necessary for Creator Studio’s use of the Creator Content under these General Terms of Service including, but not limited to, rights necessary to produce, distribute and sell Creator Products in the Territory; (vi) that the Creator Content complies with the Content Policy as well as laws and regulations in the Territory; (vii) that the Creator Content and Creator Studio’s use thereof does not infringe any Intellectual Property Rights of any third party; and (viii) that You will promptly notify Creator Studio of the discovery or occurrence of any event, condition, factor or circumstance resulting in or constituting any breach of the aforesaid representations and warranties.
You agree to defend, indemnify and hold Creator Studio harmless from and against any and all costs (including but not limited to reasonable legal fees) and finally awarded damages incurred by Creator Studio as a result of (i) any breach by You of the warranties listed above, (ii) any claim against Creator Studio that Creator Content or other materials provided by You infringe any third-party Intellectual Property Rights, and (iii) any acts or omissions by You.
12. LIMITATION OF LIABILITY
To the fullest extent allowed by applicable law, under no circumstances (including, without limitation, contract, strict liability, or otherwise) shall Creator Studio (or its licensors, agents, partners, or subcontractors) be liable to You or any other person for any indirect, special, incidental, or consequential damages of any kind, including but not limited to damages for loss of income, loss of profits, loss of goodwill, stoppage of work, accuracy of results, service downtime, computer failure, malfunction or hacking.
Creator Studio shall in no event be liable for (i) any amount, in the aggregate, in excess of the greater of EUR 100, or the amounts paid by You to Creator Studio for the Print-On-Demand Service in the twelve (12) month period preceding the applicable claim made by You, or (ii) for any matter beyond Creator Studio’s reasonable control.
13. EXTERNAL COMMUNICATIONS
All communication with the media or other external parties about matters concerning Creator Studio or these General Terms of Service shall be directed to representatives of Creator Studio.
The Creator is not entitled to use Creator Studio’s name, trademarks or other mentions of Creator Studio or Creator Studio’s products in any external communication (e.g. press releases, public announcements, social media references, or to advertise its own business) without Creator Studio’s prior written approval.
14. TERM, TERMINATION ETC.
The term of these General Terms of Service (the “Term”) will become effective when You register an Account for Print-On-Demand Service and by clicking the “I Accept” button, and they will remain in effect until further notice.
You may terminate these General Terms of Service upon thirty (30) days written notice.
We may terminate these General Terms of Service and Your access to the Print-On-Demand Service and Your Account at Our discretion without prior notice. We may also, without prior notice, suspend Your access to Your Account and use of the Print-On-Demand Service at Our sole discretion until further notice.
In the event that these General Terms of Service are terminated, (i) We are not obligated to return copies of any Creator Content or other materials to You, which You may have provided Us with, and/or (ii) We will fulfil any customer orders placed by You prior to a withdrawal or a termination of these General Terms of Service.
Obligations which are expressed or implied shall remain applicable even after the date of termination of these General Terms of Service including but not limited to sections 5 (Intellectual Property), 8 (Pay-Outs, Reports and Taxes), 10 (Customer Data and Data Privacy), 11 (Representations, Warranties and Indemnification), 12 (Limitation of Liability), 20 (Governing Law and Disputes), and 21 (Miscellaneous).
Neither these General Terms of Service nor any of the rights, obligations or interests of these General Terms of Service shall be assigned, in whole or in part or otherwise, by any of the Parties without the prior written consent of the other Party, save insofar that Creator Studio may assign, at its sole discretion, any of, or all, its rights, interests and obligations under these General Terms of Service to any company directly or indirectly controlling, controlled by or under common control of Creator Studio, but no such assignment shall relieve Creator Studio of any of its obligations under these General Terms of Service.
16. FORCE MAJEURE
Neither Party shall be held liable for an event beyond the control of such Party which prevents, delays, or presents an unreasonable obstacle to such Party's fulfilment of its obligations pursuant to these General Terms of Service, including lightning, fire, flood, pandemic or other accident of significant scope, unauthorised computer access, computer failure, defects or deficiencies in respect of provision of energy, telephone connections or other communication, the acts or omissions of any public authority, new or amended legislation, labour-market conflicts, blockades, threats to the physical safety of employees, war or acts of insurgence.
The Party invoking its rights pursuant to the above section above shall without delay provide notification thereof to the other Party with regard to an estimate of delay. Where the duration of the delay exceeds three (3) months, either Party shall be entitled to terminate these General Terms of Service with immediate effect without any liability to the other Party.
Creator Studio reserves the right, and at its sole discretion, to amend, add or remove provisions from time to time with regard to these General Terms of Service and without the Creator's prior consent.
Any amendments to these General Terms of Service will be effective from and including the date You are notified by way of Your Account with Us. The notification may expressly refer to a defined effective date.
It is Your responsibility to stay informed of any updates of these General Terms of Service each time You use and/or log into MyStudio. Your continued use of services provided by Creator Studio after amendments in these General Terms of Service constitutes Your acceptance and adherence to those amendments.
The invalidity, illegality or unenforceability of any provision (or part thereof) of these General Terms of Service shall not affect the continuation in force of the remainder of the provision (if any) and these General Terms of Service.
19. ENTIRE AGREEMENT
Each Party accepts and confirms that these General Terms of Service represents the entire understanding and solely constitutes the agreement in its entirety between the Parties with respect to the subject matter set forth herein and supersedes all other prior agreements, covenants, arrangements, communications, representations and warranties, whether written or oral, between the Parties.
20. GOVERNING LAW AND DISPUTES
These General Terms of Service shall be governed and construed in accordance with the laws of Sweden, without regard to rules and principles considering conflicts of law.
In the event of any dispute, controversy or claim arising out of or in connection with these General Terms of Service, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the "Institute"). The Institute's Rules for Expedited Arbitration shall apply. The seat of the arbitration shall be Stockholm and the language of the proceedings shall be English. All arbitral proceedings shall be kept strictly confidential.
These General Terms of Service do not create a partnership between the Parties and nothing in these General Terms of Service shall render the Creator as an employee, consultant, agent, or partner of Creator Studio. Neither Party shall have the authority to act in the name of or on behalf of, or in any other way, bind the other Party save as expressly provided under these General Terms of Service.