Producthero General Terms and Conditions 

Version 1 February 2024 

We are Producthero B.V. (“we, us, or our”). We reside at Stadhouderskade 60, 1072 AC Amsterdam, the Netherlands. Our Dutch Chamber of Commerce registration number is: 77773748. Our VAT number is: NL861138491B01. 

All our offers are conditional on your acceptance of these terms. We will present them to you for acceptance when you order Service(s) from us. They will govern the agreement we have with you for the provision of the Service(s) that you ordered (“Agreement”). The Agreement starts on the date you complete your order.

“You” in these terms is the legal entity identified on which behalf the sign-up form for the Service has been completed. 

Our offering:

Producthero CSS - has two basic components: (1) Your GMC (Google Merchant Center) will be associated with Producthero, which enables you to advertise your products within Google’s Product Listing Ads via Producthero CSS and (2) your products will be displayed within our Comparison Shopping Service on our Website. 

Producthero SaaS Platform - We will provide you with the use of the Producthero Software as a Service Platform - with various advertising management, optimisation, and dashboarding solutions. The functionalities offered depend on the ordered Service. A high-level description of the functionality of our platform is provided on our Website. 

 

Producthero CSS

Before you order a Service, we advise that you first read our comprehensive Google CSS guide at https://producthero.com/en/google-css-guide It will help you understand how to advertise within Google’s Product Listing Ads. When you submit an order for a Service, we may presume that you have read it in full. 

The Google Merchant Center Terms of Service apply to your Merchant Center under Producthero CSS. 

Financial benefits

Producthero does not charge a markup fee on the cost-per-click (CPC) paid in the Google auction. All the Google CSS Partner financial auction benefits are for the advertiser. 

Any incurred advertising costs will be charged by Google and paid for using the payment methods associated with your Google Ads Account(s).

Requirements

By using the Producthero CSS service, you grant Producthero Admin Access and Reporting Manager access to your Google Merchant Center (GMC) or Multi-Client Account (MCA). Additionally, Producthero will add a user in the Merchant Center with reporting access, this user is necessary to retrieve product data and you may not delete it. The access enables Producthero to include your products in our Comparison Shopping Service website. Displaying all active products in your Merchant Center on our Website is a requirement set by Google to make use of a CSS Partner service.

The Producthero CSS service does not require Producthero to have access to your Google Ads account. If you use the tools in the Producthero platform then the admin of your account has to be a Google user that has access to both your Google Merchant Center and the Google Ads account that is connected to it. Producthero will have API access to the Google Ads account. If access to the Google Merchant Center and/or Google Ads account is lost, then you will not be able to use the tools within the Producthero platform.

License

You provide us with a worldwide non-exclusive royalty-free license to display the active products in your Google Merchant Center account on our Website to enable us to provide a comparison shopping listing on our Website to be able to provide Producthero Premium CSS to you. 

We may also use your name and logo to identify you as a customer on our Website and in our marketing materials. These license rights will stop when you terminate the Agreement. 

Data

Your data in the Producthero SaaS Platform is confidential: Producthero will not share your data with third parties. 

 

All Producthero Services

Change 

We can change the composition of the Service and the functionality of the tools that are included in the Service. If we intend to do so, we shall notify you of our intention in your account. Our intended change should not cause a material deterioration for you. In an exceptional case, this may happen as a result of changes by Google (e.g. the Google CSS partner program, our agreements as a Google CSS premium partner, or the related Google technical infrastructure). Your only right concerning a change is to terminate this Agreement before the next renewal date. 

Support 

Our support is limited to the Producthero GMC (Google Merchant Center) and the Producthero Platform. All our support is set up on a self-service basis. This means: explaining what to do is as far as we go - our support team does not make changes to your Producthero GMC (Google Merchant Center), Google Ads account, or Producthero Platform account. Producthero is in no way responsible for disapprovals or errors in your Google Merchant Center. You remain responsible for solving errors and disapprovals in the Google Merchant Center. Producthero support will treat all shared data and information confidentially. 

Trial period

Producthero offers a 30-day trial free period on its Services (some services may be excluded). New customers and existing customers with no active subscriptions to the applicable service are eligible for a free trial period. New and existing customers with no active Pro plan are eligible for a 30-day Producthero Pro trial. No trial period applies for upgrades of existing subscriptions. 

To start the services that the trial offers, a verified payment account is required. A trial will automatically switch to a paid subscription unless it is canceled before the end of the trial period. After the free trial, the first payment term will automatically be collected. In case of cancellation after the free trial period, neither the payment term(s) nor the remaining time of the payment term will be refunded. The starting date of your trial is the moment that Producthero receives your signup for the service.

Pricing and countries

You can find our pricing on our Website or, if that applies to you, in a separate order form or other written agreement that you and we have executed. We can change the applicable fees unilaterally. Any change in fees will be communicated to you at least 1 month in advance per e-mail before the changed fees become effective. Changed fees will be applied by us to your next invoice.

In alignment with the agreed pricing, your subscription encompasses all countries that are approved for running shopping ads within the Google Merchant Center. This encompasses all countries, regardless of the volume of ad clicks. If a new country becomes approved, it will be seamlessly incorporated into your subscription. If you decide to, temporarily or permanently, stop targeting a country this will not be automatically removed from your subscription. You can remove the country from your approved countries in the Google Merchant Center, after doing this, you can remove the country from your subscription in the Producthero dashboard. To exempt specific countries from charges, a written agreement with Producthero specifying the countries to be exempted is required.

You bear full responsibility for the management of your Producthero subscription.

Payment

Invoicing and automatic payments are scheduled at the start of each payment term. A correct payment method, active mandate, and sufficient funds within your payment method are your responsibility. Only an admin can adjust the payment method and details.

In case of a payment failure (chargeback, payment method expired, the mandate became inactive, no sufficient funds, or other reasons):

• Extra costs of €25,- excl. VAT per failed invoice will be charged on a separate invoice or the next invoice, to cover the extra cost charged by our payment provider and administrative handling costs.
• It is your responsibility to solve the issues to prevent the services from becoming inaccessible and inactive for advertising (30 days after the final payment date). 

In the event of a payment default exceeding 30 days, Producthero reserves the right to take the following actions:

• Deactivate access to the Merchant Center and disable feeds, resulting in the suspension of campaigns. Access will only be reinstated upon full resolution of the outstanding payment.
• Disable access to other services (Producthero SaaS platform) and deactivate these services.

VAT

For clients located in the Netherlands, VAT will always be applied. Clients in other European Union countries are required to provide a valid VAT number; only then will VAT not be charged. In the absence of a valid VAT number, VAT will be invoiced accordingly. For countries outside of the European Union, no VAT numbers are collected and VAT will not be invoiced.

Upgrading, downgrading, or canceling your account

To simplify the management of your account, all your users are able to upgrade the Producthero plan. However, to prevent issues with your ads, only admin users within the Producthero platform can perform a downgrade or cancellation of your subscription from within the platform.

Duration and termination

This Agreement is for an indeterminate term. If you wish to terminate this Agreement, you can only do this with an Admin account in the Producthero Platform. Upon cancellation, the agreement will terminate by the end of the current payment term (your billing cycle, e.g. Month, Quarter, Year).  Producthero does not refund the remaining time after cancellation within the current payment term. 

Upon cancellation, you can stop using the service (e.g. switch the Google Merchant Center account) immediately (before the end of a payment term). Exception: in case of payment issues a Merchant Center will only be switched to another CSS until all payment issues have been resolved. In this case, Producthero can cancel the confirmation of a switch request. You are responsible for managing your subscription: a payment obligation applies, even if the services are not used, until the services are canceled by you.

Producthero may terminate the Agreement: 

(i) In case of Payment issues - In the case of outstanding invoices that have expired, Producthero can revoke access and disable the Merchant Center for advertising until the payment issues have been resolved. A Google Merchant Center can not be switched to another CSS before all payment issues have been resolved. 

(ii) if it is no longer commercially viable for us to continue to offer and provide the Service. It is solely up to us to determine whether this circumstance applies. In this case, we will observe a notification period of 2 months. In case of remaining time within your current payment term, we will refund the remainder or settle the reimbursable costs with upcoming payments for other services.

Policies

As determined by the Google terms associated with your Google Merchant Center Account or Multi-Client Account, you will only be able to advertise products with associated landing pages that are in line with applicable and published Google policies and requirements. Similarly, we will only display products on our website that have been approved within your Google Merchant Center Account or Multi-Client Account. 

You accept that your product feed and advertising campaigns should not be in breach of standards set by local applicable law or by advertising standards bodies or in breach of any third-party rights, e.g., copyright, data protection right, portrait right, or other relevant third party right. If images are licensed from third parties, you will need to make sure that your license rights cover your and our use of the images. If you infringe upon copyright or data protection laws, and such infringement results in incurring costs, you shall be held liable for the said costs.

If we have reasonable arguments supporting a (potential) breach of your product feed or advertising campaign(s) of any rules applicable per these terms, we will request that you alter your product feed or remove the litigious product or advertisement within a reasonable notification period. If you fail to comply with our request without providing us with a reasoned objection to our arguments, we may disable your product feed or remove the product. You cannot hold us accountable for our decision to do so. We may decide not to send you a prior notification if this is justified by the breach, for example, if in our reasonable belief, the nature of the breach is such that any continuation of the breach would cause a disproportionate legal exposure for us. 

Liability

In case of errors, we will then try and resolve them as soon as possible. You accept that our obligation concerning errors is limited to applying reasonable commercial efforts to resolve an error in response to your notification.

Dependency 

As a Google CSS premium partner, we depend on Google’s continued provision of the Google CSS program and the related technical infrastructure. You acknowledge that there is a dependency on Google services (e.g. infrastructure, APIs, data transfers). In case of technical issues, Producthero can not be held responsible. This also counts for dependencies on all third parties. 

Limitations of liability

Any obligation we may have to compensate you irrespective of its nature shall not exceed the fees you paid to us in the 12 months preceding the incident that gave rise to the damages with a maximum amount of EURO 1.000, - over the full duration of this Agreement. Producthero does not have any compensation obligation for consequential, incidental, indirect, or exemplary losses (including but not limited to, profit or revenue loss, capital costs, replacement costs, and costs incurred through loss of data including loss of advertising data or product feeds). We do not limit our liability for damages resulting from the gross negligence or willful misconduct of our employees or services. We shall not be liable for any loss of data.

Disclaimer & Privacy statement

The Disclaimer & Privacy as stated on our Website are applicable. 

Legal

This Agreement is subject to Dutch laws. The exclusive forum to hear any disputes shall be the district court of Amsterdam in the Netherlands.