Multi-Channel Fulfilment Service Terms

Dated: 14 February, 2025

Multi-Channel Fulfilment (“MCF”) provides fulfilment and associated services for Your Products.

These MCF Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in MCF. Capitalised terms used in these MCF Service Terms but not defined below are defined in the Agreement. If you use MCF, you agree to comply with the Programme Policy located here (and any successor or related site designated by us), as may be updated by us from time to time. You expressly agree that Amazon may engage its Affiliate(s) or a third party in order to complete one or more of the fulfilment and associated services outlined below.

A-1 Your Products. You must apply to register each product you offer that you wish to include in the MCF programme. You may not include any product in the MCF Programme which is an Excluded Product. We may refuse registration in MCF of any product, including on the basis that it is an Excluded Product or that it violates the Programme Policy. You may at any time withdraw registration of any of Your Products from MCF.

A-2 Product and Shipping Information; Data Processing

A-2.1 Product and Shipping Information. You will, in accordance with the Programme Policy, provide accurate and complete information about Your Products registered in MCF, and will provide Fulfilment Requests for any Units fulfiled using MCF. You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.

A-2.2 Data Processing. The Multi-Channel Fulfilment Data Processing Addendum (see Appendix 1 located below) applies to the extent of our Processing of Personal Data, as defined and specified in the Multi-Channel Fulfilment Data Processing Addendum.

A-3 Shipping to Amazon

A-3.1 Except as otherwise provided in Section A-3.4 and Section A-5, MCF is limited to Units that are shipped to and from fulfilment centres located within the UK, to be delivered to shoppers in the UK only. You will ship Units to us in accordance with the Programme Policy. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight “C.I.P. (Carriage and Insurance Paid) Destination” for UK origin and “D.D.P. (Delivery Duty Paid) Destination” for non-UK origin; and (c) all Units comply with Amazon’s labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance) and we will not pay any shipping costs. You are responsible for payment of all customs, duties, taxes, and other charges. In the case of any improperly packaged or labeled Unit, we may return the Unit to you at your expense (pursuant to Section A-7) or re-package or re-label the Unit and charge you an administrative fee.

A-3.2 You will not deliver to us any Unsuitable Units; we may reject any shipment of Your Products.

A-3.3 We may, at our option, allow you to ship Units at your expense (as described in Section A-9.2) to fulfilment centres using discounted shipping rates that we may make available to you for certain carriers. In such event, you will use the processes and supply the information that we require for you to obtain such discounted rates. You also must comply with standard operating procedures, weight and size restrictions, and other shipping requirements of the applicable carriers. If we provide you with the estimated shipping costs prior to shipment, you acknowledge and agree that actual shipping costs may vary from such estimates. In addition, if the weight of the Unit, as determined by the applicable carrier, differs from that submitted by you to us for purposes of determining the estimated shipping costs, then: (a) you may be charged more than the estimated shipping costs if the carrier determines that such Unit weighs more than as submitted by you; or (b) you may be charged the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by you. You will not use carrier account information (e.g., carrier account number, amount of shipping rates, etc.) for any purpose, nor disclose such information to any third party, and you will protect such information as Amazon Confidential Information in accordance with Section 12.12 of the Agreement. As between you, us, and the applicable carrier, you will be the shipper of record, and we will make payment to the carrier with respect to the shipment of all Units using such discounted rates. Title and risk of loss for any Unit shipped using discounted rates provided by us under this Section A-3.3 will remain with you, and our provision of such shipping rates will not create any liability or responsibility for us with respect to any delay, damage, or loss incurred during shipment. You authorise the applicable carrier to provide us with all shipment tracking information.

A-3.4 If you ship Units from outside the UK to fulfilment centres, you will list yourself as the importer/consignee and nominate a customs broker. If Amazon is listed on any import documentation, Amazon reserves the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by Amazon will be charged to you, deducted from amounts payable to you, or by other method at our election.

A-3.5 Title of any Unit remains with you unless other provided in this Agreement. Risk of loss for the Units will not pass to Amazon until we accept the Units and Amazon assumes no risk of loss while the Units are in the possession of any third-parties, including third-party carriers.

A-4 Storage

We will provide storage services as described in these MCF Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfilment centre. We will not be required to physically mark or segregate Units from other inventory units (e.g., products with the same Amazon standard identification number) owned by us, our Affiliates or third parties in the applicable fulfilment centre(s). If we elect to commingle Units with such other inventory units, both parties agree that our records will be sufficient to identify which products are Units. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, we will compensate you in accordance with the Agreement, and you will, at our request, provide us a valid tax invoice for the compensation paid to you. If we compensate you for a Unit, we will be entitled to dispose of the Unit pursuant to Section A-7. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Your Product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under the Agreement. We reserve the right to change scheduling restrictions and volume limitations on the delivery and storage of your inventory in fulfilment centres in accordance with Section 9 of the Agreement and you will comply with any of these restrictions or limitations.

A-5 Fulfilment

As part of our fulfilment services, we will ship Units from the inventory of Your Products to the shipping address submitted by you as part of a Fulfilment Request. We may ship Units separately that are included in a single Fulfilment Request.

A-6 Customer Returns

A-6.1 You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Units in accordance with the Agreement (including the MCF Service Terms).

A-6.2 We will receive and process returns of any Units that were shipped to addresses within the UK in accordance with the Agreement and these MCF Service Terms. Any Sellable Units that are properly returned will be placed back into the inventory of Your Products in the MCF Programme. We may fulfil Fulfilment Requests with any returned Units of Your Products. Except as provided in Section A-7, you will retake title of all Units that are returned by shoppers.

A-6.3 Subject to Section A-7, we will, at your direction, either return or dispose of any Unit that is returned to us by shoppers and that we determine is an Unsuitable Unit.

A-7 Returns to You and Disposal

A-7.1 You may, at any time, request that Units be returned to you or that we dispose of Units, at your expense.

A-7.2 We may with notice return Units to you, including upon termination of these MCF Service Terms. Returned Units will be sent to your shipping address designated by you in accordance with the Programme Policy. However, if (a) the designated shipping address we have for you is outdated, incorrect, or outside the applicable territory, (b) you have not provided or, upon our request, confirmed a designated shipping address in the UK, or (c) we cannot make arrangements for you to pay for the return shipment, then the Units will be deemed abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by selling, donating, destroying, or recycling) and retain any proceeds we may receive from the disposal.

We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action) (a) immediately if we determine that (i) the Unit creates a safety, health, or liability risk to Amazon, our personnel, or any third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we have cause to terminate your use of Services with immediate effect pursuant to Section 3 of the Agreement and are exposed to liability towards a third party; (b) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days after you notify us that the Unit has been recalled; (c) if you fail to indicate your removal preference for any Unsuitable Unit; or (d) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days (or as otherwise specified in the applicable Programme Policy) after we notify you that its removal is required, for instance because your use of MCF is suspended or terminated or your account is suspended, terminated or closed. Such disposal may be in any manner we deem appropriate (e.g., by selling, donating, destroying, or recycling) and we may retain any proceeds received.

We will schedule removal of your Unsuitable Units, whether for return to you, liquidation or disposal on your behalf, at our earliest discretion (or as otherwise specified in the Programme Policy). In addition, you will reimburse us for expenses we incur in connection with any Unsuitable Units.

A-7.3 You may, at any time, request that we dispose of Units. In this case or if we compensate you for the Units pursuant to Section A-4,, we may dispose of these Units as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. Title to each disposed Unit will transfer to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the Unit.

A-7.4 You will promptly notify us of any recalls or potential recalls, or safety alerts of any of Your Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of Your Products (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products). Amazon does not assume any responsibility for implementing any recall, identifying the need for a recall or reporting potential product issues to any authority.

A-8 Customer Service

For Units we will have no customer service obligations toward shoppers other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfilment of Your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfilment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns, and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.

A-9 Compensation for Fulfilment Services

A-9.1 Handling and Storage Fees. You will pay us the applicable fees described in the fee schedule. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at a fulfilment centre and is available for fulfilment by Amazon (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a Fulfilment Request for such product or a request from you to return or dispose of the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of the Unit.

A-9.2 Shipping. If you ship Units to us using the shipping rates that we may make available pursuant to Section A-3.3, you will reimburse us for the actual amounts charged to us by the applicable carrier for such shipments.

A-9.3 Proceeds. We may as appropriate keep part of or all proceeds of any Units that we are entitled to dispose of pursuant to Section A-7 above, or to which title transfers, including returned, damaged, or abandoned Units. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfilment, and/or shipment of these Units.

A-10 Indemnity

In addition to your obligations under Section 6 of the Agreement, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section A-4), including any personal injury, death, or property damage; (b) any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes; and, if applicable (c) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority.

A-11 Effect of Termination

Your termination rights are set forth in Section 3 of the Agreement. Following any termination of the Agreement or these MCF Service Terms, we will, as directed by you, return to you or dispose of the Units as provided in Section A-7. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as otherwise specified in the Programme Policy) after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section A-7, and you agree to such actions. Upon any termination of these MCF Service Terms, all rights and obligations of the parties under these MCF Service Terms will be extinguished, except that the rights and obligations of the parties under Sections A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, and A-11 with respect to Units received or stored by Amazon as of the date of termination will survive the termination.

A-12 Tax Matters

You understand and acknowledge that storing Units at fulfilment centres may create tax obligations for you in the UK, and you will be solely responsible for any obligations or taxes owed as a result of such storage.

A-13 Additional Representation

In addition to your representations and warranties in Section 5 of the Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these MCF Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling, and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor; and (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws(including any Law in the countries where Units are produced or delivered, regarding the operation of their facilities and their business and labor practices, including working conditions, wages, hours, and minimum ages of workers).

Multi-Channel Fulfilment Definitions

“Excluded Product” means the products or items set forth in the Restricted Product page, in the Programme Policy, or in any other information made available to you by Amazon.

“Fulfilment Request” means a request that you submit to us (in accordance with the standard methods for submission prescribed by us) to fulfil one or more Units.

“Sellable Unit” means a Unit that is not an Unsuitable Unit.

“Units” means a unit of Your Product that you deliver to Amazon in connection with the Services.

“Unsuitable Unit” means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with Amazon before shipment or do not match the product that was registered; (c) that is an Excluded Product or does not comply with the Agreement (including these MCF Service Terms and Programme Policy); (d) that Amazon determines is unsellable or unfulfilable; or (e) that Amazon determines is otherwise unsuitable.

Appendix 1 Multi-Channel-Fulfilment Data Processing Addendum

This Multi-Channel Fulfilment (“MCF”) Data Processing Addendum (“DPA”) applies to any Processing of Personal Data by us (“Processor”) on your behalf (“Controller”) under the Agreement. Unless provided in this DPA, otherwise capitalised terms have the meanings given to them in the Agreement.

Processing Details

DPA Terms

1. Scope of this DPA

1.1. Application of this DPA. This DPA applies to the Processing of Personal Data by us on your behalf when we provide the Service to you and to the extent any Data Protection Law applies to our Processing of Personal Data under or in connection with the Agreement.

1.2. Relationship with the Agreement. This DPA is incorporated into and forms part of the Agreement. If there is a conflict between the terms of the Agreement and this DPA, the terms of this DPA prevail. Unless expressly amended in this DPA, the terms of the Agreement remain in full force and effect.

1.3. Description of Processing. The description of the Processing under this DPA is limited to the specific purposes set out on the cover page of this DPA.

1.4. Definitions. In this DPA:

“Agreement” means the Amazon Customer Agreement, the Amazon Services Business Solutions Agreement applicable to Multi-Channel Fulfilment Units, or other agreement between you and us governing your use of the Service.

“CCPA” means the California Consumer Privacy Act of 2018, including through the California Privacy Rights Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.

“Data Protection Law” means all applicable laws, rules, regulations, and guidance including the EU GDPR, UK GDPR, CCPA, and any other applicable national, federal, state, or local law, rule, regulation, or guidance relating to privacy, data protection, data security, encryption and confidentiality.

“Data Subject” means an identified or identifiable natural person to whom Personal Data relates.

“EU GDPR” means the EU General Data Protection Regulation 2016/679.

“EU Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data to third countries set out in the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

“International Data Transfer Approved Tools” means any standard clauses, terms, or other legal instrument recognised by Data Protection Laws as providing sufficient safeguards to enable the lawful transfer of Personal Data from one jurisdiction to another jurisdiction, including the standard contractual clauses approved by the European Commission for the transfer of Personal data outside the European Economic Area (EEA).

“MCF Security Standards” means the security standards posted at https://supplychain.amazon.co.uk/security/standards.

“Personal Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked (directly or indirectly) to an identified or identifiable natural person, and any other data or information that constitutes personal data, personal information, personally identifiable information, or similar terms under any Data Protection Law.

“Personal Data Breach” means the loss, misuse, destruction, unauthorised disclosure, acquisition of, or access to, Personal Data or as otherwise similarly defined under any applicable law.

“Processing” means any operation or set of operations which is performed on Personal Data, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, or other use.

“UK Addendum” means the template International Data Transfer Addendum issued by the Information Commissioner under section 119A of the Data Protection Act 2018.

“UK Data Protection Law” means laws relating to data protection, the Processing of Personal Data, privacy and/or electronic communications in force in the United Kingdom of Great Britain and Northern Ireland, including the UK GDPR and the Data Protection Act 2018.

“UK GDPR” has the meaning given in section 3 of the Data Protection Act 2018.

2. Data Processing Commitments

2.1. Compliance with Applicable Law. We will:

(a) comply with applicable law in connection with our obligations under the Agreement; and

(b) to the extent required by Data Protection Laws, notify you if we can no longer meet our obligations under Data Protection Laws. You maintain the right to terminate your participation in the MCF program by notifying us in writing, if deemed necessary by you to stop and remediate unauthorised Processing of Personal Data.

2.2. Use of Personal Data. This DPA and the Agreement (including instructions you provide via configuration tools and systems made available by us for the Service) constitute your documented instructions regarding our Processing of Personal Data (“Documented Instructions”). We will Process Personal Data only in accordance with the Documented Instructions and for the limited and specific purpose(s) of the Processing set out in the cover page to this DPA, and will not retain, use, sell, share, combine, or disclose Personal Data for any other purpose except as permitted by law.

2.3. Confidentiality. We will ensure that persons subject to our control who have access to Personal Data are bound by confidentiality obligations that are no less protective than those set out in the Agreement.

2.4. Security. We will implement and maintain technical and organisational measures to protect against any Personal Data Breach in accordance with good industry practice and which are commensurate with the nature of the Processing of Personal Data under the Agreement. Without limiting the foregoing, we will comply with the MCF Security Standards, which are incorporated by reference.

2.5. Third Parties:

(a) Sub-Processors. You hereby consent to the use of the sub-processors set out in the list of Sub-processors referenced on the cover page of this DPA. We may engage additional sub-processors provided that:

(i) we will provide notice to you as we update the listed Sub-processors from time to time;

(ii) you will have the right to object to such change by notifying us that you are terminating your participation in the MCF program; and

(iii) we will ensure that each sub-processor is subject to contractual agreements no less onerous than set out in this DPA and the Agreement.

(b) Carriers. You consent to us sharing Personal Data with the carriers on the list posted at https://supplychain.amazon.co.uk/docs/sub-processor-carrier-list in connection with services for which the carrier acts as a controller, including some delivery and tracking services.

2.6. Assistance. To the extent required by Data Protection Laws, we will:

(a) provide you with reasonable assistance, upon request and at your expense, as reasonably necessary for you to meet your obligations under Data Protection Laws (including, in responding to requests from Data Subjects exercising their rights under Data Protection Laws, conducting data protection impact assessments and consulting with supervisory authorities);

(b) notify you if we become aware of a Personal Data Breach.

2.7. Deletion and Return of Personal Data. On termination of your participation in the MCF program, we will delete Personal Data. Notwithstanding the foregoing, we may retain Personal Data solely to the extent otherwise required by applicable law.

2.8. International Transfers. We will ensure that any Personal Data transferred from one jurisdiction to another will have the same level of protection that we provide in the original jurisdiction.

(a) Where required by Data Protection Laws, we will ensure such transfers are subject to a lawful transfer mechanism (including any International Data Transfer Approved Tools);

(b) For transfers of Personal Data originating from in the EEA where we are the data exporter transferring the Personal Data to a third party based outside the EEA or the UK, we will enter into the EU Standard Contractual Clauses or the UK Addendum, as appropriate, with any third-party data importers, unless another lawful transfer mechanism applies; and

(c) We will consider further agreements as necessary to ensure such transfer follows Data Protection Laws.

2.9. Demonstrating Compliance. Upon your written request, we will make available all information reasonably necessary to demonstrate compliance with this DPA.

(a) ISO-Certification. In addition to the information contained in this DPA, upon your written request, and provided that the parties have an applicable nondisclosure agreement in place, we will make available the certificate issued for the ISO 27001 certification (or the certification or other documentation evidencing compliance with such alternative standards as are substantially equivalent to ISO 27001).

(b) Our Audits. We use external auditors to verify the adequacy of our security measures. This audit: (a) will be performed at least annually; (b) will be performed according to ISO 27001 standards or such other alternative standards that are substantially equivalent to ISO 27001; (c) will be performed by independent third-party security professionals at our selection and expense; and (d) will result in the generation of an audit report (“Report”), which will be our Confidential Information.

(c) Report. At your written request, and provided that the parties have an applicable nondisclosure agreement in place, we will provide you with a copy of the Report so that you can reasonably verify our compliance with the Applicable Data Protection Law and our obligations under this DPA.

(d) At your sole cost and expense, we will also allow for a mutually agreed-upon auditor to audit compliance with this DPA where required by Data Protection Law, provided that such audit may not be conducted more than once in any 12-month period unless otherwise required otherwise by Data Protection Laws or if a Personal Data Breach occurs.