Patron Model – Terms and Conditions

1. Definitions

For the purposes of these Terms and Conditions ("Terms"), the following definitions apply:

Patron: The individual, academy, school, brand, club, or organisation participating in the Patron Model.
PMN / Network Operator: PlugMyNet (PMN), acting as manufacturing coordinator, commercial operator, and contractual counterparty.
Manufacturer: The approved manufacturing partner producing the goods.
Production Run: A manufacturing order initiated under the Patron Model, involving one or more Patrons, without reliance on pooled volume thresholds.
Products / Goods: Any physical items produced or supplied under the Patron Model, including but not limited to apparel, equipment, or accessories.
Factory Security Deposit (FSD): A refundable security deposit retained by PMN to secure factory commitments.

2. Purpose of the Patron Model

The Patron Model is a relationship-based manufacturing and commercial framework designed to enable ethical, transparent, and fair-share production.

The Patron Model is not a batch-drop, group-buy, pooled-demand, or volume-trigger pricing mechanism.

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between PMN and the Patron. Neither party has authority to bind the other.

Participation constitutes full acceptance of these Terms.

3. Participation & Eligibility

Participation is subject to approval by PMN.
PMN may refuse participation at its sole discretion.
Patrons confirm they have legal capacity to enter into binding agreements.

4. Orders & Commitments

All orders, quantities, and specifications are confirmed in writing or digitally.
Once confirmed, commitments are binding.
Production may commence immediately upon confirmation and receipt of the required deposit.

5. Pricing & Cost Structure

Pricing is defined per Patron engagement or Production Run.
Pricing reflects fair-share margins, manufacturing realities, and strategic partnership terms, not volume thresholds.
Prices exclude VAT, taxes, duties, customs fees, and shipping unless explicitly stated.

6. Payments

Payment terms are defined per Patron engagement.
PMN will always retain a Factory Security Deposit (FSD) taken from the initial investment.
The FSD is held as contractual security to cover factory work, materials, sampling, labour allocation, or production commitments entered into on behalf of the Patron.
The FSD is refundable only where no breach has occurred and where factory-related costs have not been incurred or cannot be recovered.
Once sampling, material allocation, or production has commenced, the FSD may be partially or fully retained to offset factory obligations.
PMN reserves the right to set off any outstanding sums against the FSD, consigned stock value, or any other monies held.

Consignment Payment Terms

Goods supplied under the Patron Model are provided on a consignment basis.
Payment for consigned goods is due as follows:
- 30 days from delivery or dispatch for lower initial volume orders.
- Up to 60 days from delivery or dispatch for higher initial volume orders, as agreed in writing.
PMN may suspend further supply, production, or release of goods in the event of late or non-payment.
Failure to settle within agreed terms constitutes a material breach.

7. Production & Timelines

Production timelines are estimates only.
Delays caused by force majeure, supply chain disruption, customs, logistics, or events beyond PMN’s reasonable control do not constitute breach.

8. Design, Specifications & Approvals

Patrons are responsible for approving all designs, sizes, artwork, and specifications prior to production.
Approved designs are final.
PMN and the Manufacturer are not liable for errors arising from Patron-approved materials.

9. Quality Control, Personalisation & Non-Returnable Goods

Industry-standard manufacturing tolerances apply.
Minor variations in colour, fabric, measurements, or finish are not defects.
All Products supplied under the Patron Model are custom-made and personalised within the meaning of applicable Trading Standards and consumer regulations.
By law, personalised goods are non-returnable and non-refundable, except in cases of verified manufacturing defect within tolerance limits.
Inspection and defect claims must be submitted in writing within the agreed inspection period following delivery.

10. Intellectual Property

Patrons retain full ownership and control of their trademarks, logos, designs, artwork, and any other intellectual property supplied for use.
Patrons warrant and represent that they are the lawful owner of, or have full legal rights, licences, and permissions to use, all IP and graphics provided.
Patrons grant PMN and the Manufacturer a limited, non-exclusive licence to use such IP solely for the purpose of production and fulfilment.
PMN does not verify IP ownership and assumes no responsibility or liability for any infringement, misuse, or violation of third-party intellectual property rights.
Any legal claims, losses, damages, or costs arising from IP disputes or violations shall be the sole responsibility of the Patron.
No transfer of IP ownership occurs under the Patron Model.

11. Consignment, Title, Insolvency & Ownership of Goods

All branded Products supplied under the Patron Model remain the property of PMN until paid for in full.
Goods are supplied strictly on consignment.
Title does not pass to the Patron or school upon delivery, display, or resale.
Consigned goods do not form part of the Patron’s assets in the event of insolvency, administration, liquidation, or financial distress.
PMN retains the right to immediate access to premises and recovery of consigned stock in the event of non-payment, breach, insolvency, or termination.

12. Revenue & Value Distribution

The Patron Model operates on a transparent, predefined value-sharing structure.
Patrons are not entitled to Manufacturer or PMN margins unless explicitly agreed in writing.

12A. Sales Channel Control & Ecommerce Processing

All sales of Products supplied under the Patron Model must be processed through the PMN‑provided ecommerce system to ensure stock, pricing, reporting, and reconciliation control.
Patrons may accept payment directly from customers (including in-person or offline payments); however, each sale must be immediately recorded and processed through the PMN ecommerce system at the time of payment.
Off‑platform sales, delayed posting of sales, parallel checkout systems, or any method that bypasses the PMN ecommerce system are strictly prohibited unless expressly authorised in writing by PMN.
PMN reserves the right to audit sales records, stock levels, and transaction logs to verify compliance.
Breach of this section constitutes a material breach and may result in suspension of supply, immediate reconciliation demands, recovery of consigned stock, and/or termination.

13. Logistics, Delivery, Transit Risk & Force Majeure

Shipping methods are defined per engagement.
Risk transfers upon dispatch or handover to the carrier, unless otherwise agreed in writing.
PMN is not responsible for damage, loss, or delay occurring in transit.
Any transit-related claims must be pursued with the carrier or insurer.
PMN shall not be liable for delays or non-performance caused by force majeure events including, but not limited to, pandemics, strikes, war, government action, supply chain disruption, or shipping blockages.

14. Cancellations, Suspension & Sequential Production

Patrons may not withdraw once production or sampling has commenced.
Pre-production withdrawals are subject to PMN approval.
Any incurred costs may be deducted from refundable amounts.
No further production runs, reorders, or new product activations will be authorised unless expressly agreed in writing and until all funds from previous consignments or production runs have been fully recovered by PMN.

15. Liability & Limitations

Liability is limited to the value of the affected goods.
PMN is not liable for indirect, incidental, or consequential losses.
No guarantees of commercial success, resale performance, or profit are made.

16. Confidentiality

Commercial terms, pricing, and operational details are confidential.
Disclosure without written consent is prohibited.

17. Compliance & Ethics

All parties agree to act in good faith.
PMN may terminate participation for unethical, illegal, or reputationally damaging conduct.

18. Amendments

PMN may update these Terms periodically.
Updated Terms apply to future engagements only.

19. Governing Law & Jurisdiction

These Terms are governed by the law specified by PMN.
Jurisdiction lies with the courts designated by PMN.

20. Acceptance

Participation in the Patron Model constitutes full acceptance of these Terms and Conditions.