Amazon

Amazon Multi-Channel Fulfillment Customer Agreement

Dated: October 7, 2024

This Amazon Multi-Channel Fulfillment Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) and is an agreement between you or the entity you represent (“you,” or “your”) and Amazon EU Sarl and any of its applicable Affiliates (also referred to as “Amazon,” “we,” “us,” or “our”). This Agreement takes effect when you click the “Register” button on Our Site (“Effective Date”). By registering for or using the Services, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement, including the Service Terms. Capitalized terms have the meanings given to them in this Agreement.

1. Use of the Services

1.1 Generally. You may access and use the Services in accordance with this Agreement. You will comply with the terms of this Agreement and all Laws applicable to your use of the Services. We retain the right to immediately suspend services or refuse to fulfill any order for any unlawful items, or any items otherwise prohibited by the Service Terms. Subject to the notice requirements of Section 10.1, we may change or discontinue all or any part of the Services.

1.2 Your Account. To access the Services, you must have an account associated with a valid e-mail address and a valid form of payment. Any personal data you provide to us will be handled in accordance with the Privacy Notice. Unless explicitly permitted by the Service Terms, you will only create one account per email address.

2. Fees and Payments

2.1 Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Services using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without set-off or counterclaim, and without any deduction or withholding. Fees and charges are effective when fees and charges are provided to you or posted on Our Site, unless we otherwise state in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

2.2 Taxes. Each party will be responsible, as required under applicable Law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions to these fees and charges) that are imposed on that party upon or with respect to the Services and payments under this Agreement. All fees payable by you are exclusive of Indirect Taxes, except where applicable Law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by Law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

3. Term and Termination

3.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated pursuant to this Agreement.

3.2 Termination

(a) Termination for Convenience. You may at any time terminate your account or this Agreement immediately on notice to us via Our Site, email, the Contact Us form, or similar means. We may terminate your account or this Agreement for convenience with 30 days’ advance notice.

(b) Termination for Cause. We may suspend or terminate your account or this Agreement immediately if we determine that: (a) your account(s) has been, or our controls identify that it may be used for, deceptive or fraudulent, or illegal activity; (b) your use of the Services has harmed, or our controls identify that it might harm, other merchants, shoppers, or our legitimate interests; (c) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; or (d) if we are required to do so by law.

3.3 Effect of Termination. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (b) Sections 2, 3, 4, 5, 6, 7, 8, and 12 survive and the Service Terms survive as set forth in Section A-13 of such terms.

4. Licenses (a) As between the parties, we, our Affiliates or our licensors own all right, title and interest in and to the Services. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services solely in accordance with this Agreement. You agree you will not: (i) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services; (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services; or (iii) resell or sublicense the Services. (b) Except as provided in this Section 4, we obtain no rights under this Agreement from you (or your licensors) to Your Materials. You grant us a royalty-free, non-exclusive, worldwide, right and licence for the duration of your original and derivative intellectual property rights to use, any and all of Your Materials in connection with the Services, and to sublicense the foregoing rights to our affiliates; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size Your Trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

5. Representation and Warranties; Warranty Disclaimers

5.1 Mutual Representations and Warranties. Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the laws of the territory in which the business is registered; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations its grants hereunder; (c) any information provided or made available by one party to the other party or its affiliates is accurate and complete, and it will promptly update such information as necessary to ensure it at all times remains accurate and complete, (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

5.2 Warranty Disclaimers. THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE SERVICES AND YOUR ACCOUNT AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT AND THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; AND (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.

6. Indemnification

6.1 Your Indemnification Obligations. You will defend, indemnify, and hold harmless us, and each of our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to: (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment (except to the extent attributable to your use of the Services), refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by us), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

6.2 Our Indemnification Obligations. We will defend, indemnify and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) our non-compliance with applicable Laws; or (b) allegations that the Services infringe or misappropriate that third party claimant’s Intellectual Property Rights.

6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. In no event will you agree to any settlement of any claim or entry of any judgment or enter that involves any commitment without our prior written consent, which may not be unreasonably withheld; except that you may settle any claim that is exclusively directed at and exclusively affects you.

6.4 Third Party Claims. BECAUSE WE ARE NOT INVOLVED IN TRANSACTIONS BETWEEN YOU AND THIRD-PARTIES, IF A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE THIRD PARTIES, YOU RELEASE US (AND OUR AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

7. Limitations of Liability. Without prejudice to the indemnification provided in Section 6, both parties are only liable for damages suffered as a result of willful misconduct or gross negligence. In case of minor negligence, the parties are only liable for (a) injury to life, body, or health; or (b) foreseeable typically occurring damages resulting from the breach of a fundamental contractual obligation. Except for gross negligence and willful misconduct, our liability is limited to the amount of the services provided under this Agreement.

8. Insurance. You will maintain at your expense throughout the Term public third party liability insurance with insurance limits per occurrence of at least four hundred thousand British Pounds (£400,000) and covering liabilities caused by or occurring in conjunction with your product and operation of your business, including products liability and bodily injury, with policy (ies) naming Amazon and its assignees as additional insureds... At our request, you will provide to us certificates of insurance for the coverage.

9. Notice. We will provide notice to you under this Agreement by posting a notice on Our Site and by sending you an email notification, or by similar means sent to you individually. You must send all notices and other communications relating to Amazon to our Selling Partner Support team via Our Site, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information on Our Site, as applicable. You will ensure that all of your information is up to date and accurate at all times.

10. Modifications

10.1 We will provide at least 15 days’ advance notice in accordance with Section 9 for changes to the Agreement.

10.2 However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 9.

10.3 Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 10 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.

11. Password Security. Any password we provide to you may be used only during the Term to use the Services. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

12. Miscellaneous

12.1 Independent Contractors. The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between the parties. Nothing expressed or mentioned in or implied in this Agreement is intended or will be construed to give any person other than parties to this Agreement any legal or equitable rights, remedy, or claim under or in respect to this Agreement. You are solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement that would contradict anything in this section.

12.2 Governing Law; Venue. The laws of the Grand Duchy of Luxembourg govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute relating in any way to your use of the Services or this Agreement will be adjudicated in the courts of the district of Luxembourg City, Luxembourg non-exclusively.

12.3 Case Studies and Suggestions. If you provide any Case Studies or Suggestions to us or our Affiliates, we and our affiliates will be entitled to use, reproduce, display, distribute, and translate the Case Studies or Suggestions, along with your company name and logo, for marketing purposes on websites operated by Amazon in connection with the Services (including Our Site) and in commercial presentations, without restriction. You hereby irrevocably assign to us all right, title and interest in and to the Case Studies and Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Case Studies and Suggestions. Nothing in this Agreement shall be construed to mean that you are required to provide Case Studies or Suggestions. You represent and warrant that (x) your Case Studies and Suggestions do not violate any rights of any third-party, and are not subject to any license or other terms that grant any rights to our materials to a third-party or otherwise requires such materials to be disclosed or distributed, licensed for the purpose of making derivative works, or redistributable at no charge, and (y) you have full rights and authority to grant the foregoing rights without needing additional approval from, or creating monetary liability to, any third-party.

12.4 Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to Amazon, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Amazon as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.

12.5 Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

12.6 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between the parties regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision: (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document; (b) related to any online registration, response to any request for bid, request for proposal, request for information, or other questionnaire; or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policies, the terms contained in this document will control, except that the Service Terms will control over this document. .

12.7 No Waivers. The failure by a party to enforce any provisions of this Agreement will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time. All waivers by a party must be provided in accordance with the Notice provisions of Section 9 to be effective.

12.8 Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

12.9 Language. All communications and notices to be made or given pursuant to this Agreement must be in English. If we provide translations of the English version of this Agreement, the English version of the Agreement will control if there is a conflict.

12.10 Confidentiality and Publicity. You may use Amazon Confidential Information only in connection with your use of the Service as permitted under this Agreement. You will not disclose Amazon Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Amazon Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services.

13. Definitions

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity. means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

“Amazon Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Amazon Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Amazon Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Amazon Confidential Information.

“Case Studies” means written or recorded case studies or testimonials related to the Services.

“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.

“Indirect Taxes” means applicable taxes and duties, including, without limitation, VAT, Service Tax, GST, excise taxes, sales and transactions taxes, and gross receipts tax.

“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction.

“Our Site” means https://supplychain.amazon.co.uk/ (and any successor or related site designated by us that references this Agreement), as may be updated by us from time to time.

“Person(s)” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

“Policies” means the Service Terms, the Privacy Notice, and the Program Policy.

“Privacy Notice” means the privacy notice located at http://www.amazon.co.uk/privacy (and any successor or related locations designated by us), as may be updated by us from time to time.

“Program Policy” means all policies and program terms provided on the Program Policy page.“Service Terms” means the rights and restrictions for particular Services, located at https://supplychain.amazon.co.uk/legal/service-terms (and any successor or related locations designated by us), as may be updated by us from time to time.

“Services” means Multi-Channel Fulfillment, together with any related services and materials we make available.

“Suggestions” means all suggested improvements to the Services that you provide to us.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, APIs, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

“Term” means the term of this Agreement as described in Section 3.1.

“Trademark” means any trademark, service mark, trade dress (including proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

“Your Materials” means all Technology, Trademarks, Content, product information, data, materials, and other items or information provided or made available by you or your Affiliates to us or our Affiliates.

"Your Product" means any product or service that you have fulfilled or otherwise processed through the Services.

“Your Taxes” means any and all taxes and duties, including Indirect Taxes, assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your affiliates or their respective employees, agents, contractors or representatives.