Summary of Amazon Services Europe Business Solutions Agreement
The below summary of the main elements of the General Terms and Selling on Amazon Service Terms is provided for convenience only. In the event of any conflict or difference in interpretation between the below summary and the General Terms and Selling on Amazon Service Terms, the version and interpretation of the General Terms and Selling on Amazon Service Terms will prevail. We encourage you to review the full General Terms and Selling on Amazon Service Terms.
General Terms
Registering for or using our services means you agree to be bound by this agreement between you and Amazon EU S.A.R.L, including the Service Terms and Program Policies for each service you register for or use in connection with a particular Amazon site.
"We," "us," and "Amazon" means the Amazon company named in the applicable Service Terms and "you" means the applicant or the business the applicant is employed by or represents. If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.
1. Enrolment
To enroll in our services, you must complete the registration process, meet legal requirements, and provide necessary information regarding yourself. By registering you confirm that you did not rely on any oral or written representations made by employees of Amazon and/or any of its affiliates. Personal data is handled in accordance with our Privacy Notice.
2. Service Fee Payments
Use of our service is subject to fees. You are responsible for all your expenses in connection with this agreement, unless stated otherwise. To use our service you must provide Amazon Payments Europe s.c.a (“APE”) or Amazon Payments UK Limited (“APUK”) with valid and up to date credit card information. You authorize APE or APUK to verify your information and to charge your card or debit your payment account held with APE or APUK for any sums payable by you to us. In addition, you authorize APE or APUK to either offset any amounts payable by you to us against any payments we make to you or to invoice you for these amounts due (to be paid upon receipt). Unless stated all amounts will be expressed and displayed in local currency.
3. Term and Termination
The agreement begins upon your registration and continues until terminated by either party. You are allowed to terminate this agreement at any time immediately upon notice, while we may terminate with 30 days' notice for convenience or immediately if certain conditions are met. We will promptly notify you of any such termination or suspension. Upon termination of the agreement, related rights and obligations cease, except for pre-termination obligations, specific surviving sections, and responsibilities for liabilities accrued or caused by termination.
4. Licence
You grant us a worldwide licence to use your materials for our services and allow us to sublicense these rights to affiliates and operators of Amazon properties. We will not alter your trademarks from the form provided (except to resize) and will comply with your removal requests, except where applicable laws permit continued use.
5. Representations
Each party represents and warrants that it possesses the necessary rights, standing and authority to enter into and perform its obligations under this agreement, has provided accurate and complete information, is not subject to sanctions, and will comply with applicable laws in performance of its obligations and in the exercise of its rights under this agreement.
6. Indemnification
6.1 Your indemnification obligations. You are required to defend, indemnify and hold harmless Amazon and our officers, directors, employees and agents, against any third-party claims, losses, damages, settlement, cost, expense or other liability arising from or related to your non-compliance with laws, your products, your taxes and duties, or any breach of representations you have made.
6.2 Amazon’s 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 our non-compliance with applicable laws or alleged infringement of third-party intellectual property rights.
6.3 Process. If an indemnified claim might adversely affect us, we may voluntarily intervene in the proceedings at our expense, subject to applicable law. Both parties must consent to a judgment or settlement of an indemnified claim, except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
7. Limitation of Liability
Both parties are only liable for damages resulting from willful misconduct or gross negligence. In cases of minor negligence, liability is limited to injury and foreseeable damages arising from the breach of a fundamental contractual obligation.
8. Insurance
If the gross proceeds from your sale of your products on an Amazon siteexceeds the applicable insurance threshold during any month, or we otherwise request, you must maintain additional public third-party liability insurance covering liabilities caused by or occurring in conjunction with the operation of your business in connection with each Amazon site and evidence the same to us upon request.
9. Tax Matters
You are responsible for collecting, reporting, and paying your taxes, except where we handle this on your behalf (under applicable law or by express agreement), and you must comply with tax Program Policies. All payments payable by you to us are exclusive of applicable taxes, deductions or withholding and you are responsible for these. You agree to accept our invoices electronically, e.g. in PDF format.
10. Self-billing
If we purchase your products, we may issue self-billed invoices on your behalf, including VAT-compliant information. You must notify us of any additional information required by applicable law or changes to your VAT registration. You agree not to create separate invoices for these transactions and you will be considered to have accepted self-billed invoices not rejected within 30 days from the date of issue.
11. Confidentiality and Personal Data
During your use of the Services, you may receive confidential information. You agree that until 5 years after termination of this agreement: (a) this information remains Amazon’s exclusive property (except customer personal data); (b) you will only use this information as necessary for your participation in the services: (c) you will not disclose this information other than as required by law; (d) you will take reasonable measures to protect this information; and (e) you will retain this information only as necessary for participation in the services or to fulfil statutory obligations and will delete it when no longer required. You can share necessary confidential information with a relevant governmental entity but need to indicate its confidential nature. Additionally, you must obtain our advance written permission to issue press releases relating to our services, or use our name, trademarks or logo in any way, and must not misrepresent our relationship. You may use “Available at Amazon” badge in accordance with the Trademark Usage Guidelines available in Seller Central.
11.2 Unless specified in a Program Policy, we act as an independent controller of any customer personal data collected via the services that is processed to operate, provide and improve the Services and you are independent controllers of customer personal data processed to fulfil orders, provide associated services to customers, or comply with law. You shall only process customer personal data for these purposes.
11.3 When handling customer personal data, you must adhere to applicable data protection laws, maintain confidentiality indefinitely, implement and maintain suitable security measures to protect customer personal data, promptly report and address a personal data breach, assist us in fulfilling data protection obligations, and manage data subject notices and requests as required by law.
11.4 Restricted Transfer refers to the transfer of customer personal data from the UK to another country or from the European Economic Area (EEA) to a country outside the EEA, where that transfer is not on the basis of an adequacy decision. Both parties agree and acknowledge that Restricted Transfers with you as data importer and us as data exporter will be subject to the EU Standard Contractual Clauses and the UK Addendum (as applicable) in the Program Policies. You shall not make a Restricted Transfer not subject to a lawful transfer mechanism.
12. Force Majeure
We are not liable for any delay or failure to fulfil our obligations under this agreement if this is caused by factors beyond our reasonable control.
13. Relationship of Parties
13.1 We are independent contractors without an exclusive relationship and you cannot act on our behalf. This agreement does not grant any rights, remedies, or claims to any third parties. You are responsible for all obligations related to use of any third-party service or feature on your behalf.
13.2 We are legally obligated to report or share certain information about your account to government authorities and our affiliates, including payment account information, and by using our services you agree to this.
14. Suggestions and Other Information
If you or your affiliates provide feedback or materials to us, you grant us a royalty-free worldwide license to use them as permitted by law. We may access and disclose user information for legal, security, and operational purposes.
15. Modification
We will give you at least 15 days' notice for changes to the agreement, but we have the right to make immediate changes for legal, regulatory, safety, security, or feature-related reasons. Your continued use of the services after the effective date of any change to this agreement will signify your acceptance of that change. If you find any change unacceptable, you can terminate the agreement
16. Password Security
Any password we provide to you should only be used during the agreed term for accessing any tools we provide to use the services, and you are responsible for its security, prohibiting its disclosure to unauthorized third parties, and taking immediate action if it is compromised.
17. Miscellaneous
This agreement is governed by the laws of the Grand Duchy Luxembourg and any disputes will be resolved in the courts of Luxembourg City non-exclusively. The agreement cannot be assigned without prior consent.
We have the authority to take immediate action to stop transactions, restrict access to the services or restrict access to or availability of any listings that are inaccurate, improperly categorized, unlawful, or otherwise prohibited by Program Policies.
The English language version of this agreement is the authoritative version, and in case of any conflict or discrepancy with translated versions, takes precedence.
Amazon will provide notice by posting changes on Seller Central or on the applicable services site, and through individual email notifications or similar means. You must send all notices and other communications to the Selling Partner Support team via Seller Central, email, the Contact Us form or similar means. We may communicate with you electronically and in other media and you consent to the same. You agree to ensure your contact information is accurate.
Any part of this agreement found to be unlawful, void, or unenforceable will not affect the validity and enforceability of any remaining provisions. This agreement together with the APE User Agreement and the APUK User Agreement is the complete agreement between the parties regarding the services.
SELLING ON AMAZON SERVICE TERMS
The Selling on Amazon Service Terms are part of the Amazon Services Europe Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Amazon.
THE TERMS OF THE AMAZON PAYMENTS EUROPE – SELLING ON AMAZON USER AGREEMENT ("APE USER AGREEMENT") BETWEEN YOU AND AMAZON PAYMENTS EUROPE S.C.A. (APE) WILL GOVERN THE PAYMENT PROCESSING SERVICE PROVIDED TO YOU BY APE IN CONNECTION WITH YOUR TRANSACTIONS THROUGH THE SELLING ON AMAZON SERVICE WHICH YOU REGISTER FOR OR USE IN CONNECTION WITH THE DE AMAZON SITE, THE ES AMAZON SITE, THE FR AMAZON SITE, THE IT AMAZON SITE, THE NL AMAZON SITE, THE SE AMAZON SITE, THE BE AMAZON SITE, THE IE AMAZON SITE AND/OR THE PL AMAZON SITE. THE TERMS OF THE AMAZON PAYMENTS UK – SELLING ON AMAZON USER AGREEMENT ("APUK USER AGREEMENT") BETWEEN YOU AND AMAZON PAYMENTS UK LIMITED WILL GOVERN THE PAYMENT PROCESSING SERVICE PROVIDED TO YOU BY APUK IN CONNECTION WITH YOUR TRANSACTIONS THROUGH THE SELLING ON AMAZON SERVICE ON THE UK AMAZON SITE. YOU ARE SUBJECT TO THE TERMS OF THE APE USER AGREEMENT AND/OR THE APUK USER AGREEMENT (AS APPLICABLE) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.
S-1. Your Product Listings and Orders
S-1.1 Products and Product Information.
You must provide accurate and complete product information, ensure compliance with applicable laws and our Program Policies, ensure that no aspect of your product listings and orders contain any sexually explicit (except as expressly permitted), defamatory or obscene materials and do not violate any intellectual property rights. You confirm that your products were not produced, manufactured, assembled or packaged by forced, prison, or child labour. You must not sell any products excluded by our Program Policies or provide any url with any top level domain (e.g. .de, .es., .fr) for use on the Amazon Site. For each listed item, you agree to specify the shipping location.
S-1.2 Product Listings; Merchandising; Order Processing. We will list your products for sale on the applicable Amazon site on the applicable launch date, and promote them in accordance with the Business Solutions Agreement. We may use mechanisms that rate, or allow shoppers to rate, your products and/or your performance as a seller and we may make these ratings and feedback publicly available. We will provide order information to you for each of your transactions. Any sales proceeds for sales on the DE Amazon Site, the ES Amazon site, the FR Amazon site, the IT Amazon site, the NL Amazon site, the SE Amazon site, the BE Amazon site, the IE Amazon Site and/or the PL Amazon site will be credited to your APE Selling on Amazon payment account, in accordance with the APE User Agreement. Any sales proceeds relating to sales made on the UK Amazon site will be credited to Your APUK Selling on Amazon payment account, in accordance with the APUK User Agreement.
S-1.3 Shipping and Handling Charges. For any products you sell that are not fulfilled using Fulfilment by Amazon, you will determine applicable shipping and handling charges, via and subject to our standard functionality and categorizations for the Amazon Site and subject to any applicable Program Policies.
S-2. Sale and Fulfilment, Refunds and Returns
S-2.1 Sale and Fulfilment. Other than as described in the Fulfilment by Amazon Service Terms (if you use the Fulfilment or Amazon Service), you will: (a) fulfil your products in accordance with the order information, this agreement and your applicable terms displayed on the Amazon site and be solely responsible for and bear all risk for such activities; (b) package products in a commercially reasonable manner and ship by the estimated ship date; (c) retrieve order information at least once each business day; (d) only cancel any transactions as permitted by your applicable terms and this agreement; (e) ship and fulfil products throughout the site country (except as prohibited by law or this agreement): (f) provide to Amazon necessary fulfilment information; (g) comply with all fulfilment date instructions from the manufacturer, distributor or licensor of the product; (h) ensure that you are the seller of all products and service you list for sale; (i) include an order-specific packing slip within each shipment of your products and, if applicable, any tax invoices; (j) identify yourself as the seller of the product on all packing slips or other information included or provided in connection with your products; and (k) unless provided by the agreement, not send customers emails confirming orders, shipments or fulfilment of your products.
S-2.2 Cancellations, Returns and Refunds. For products not fulfilled using Fulfillment by Amazon, you must accept and process cancellations, returns, refunds and adjustments in accordance with these Service Terms and the applicable Amazon Refund Policies and Program Policies. Except as stated, you will determine and calculate amounts of refunds and adjustments or other amounts to be paid by you to customers. You will route all such payments through APE or APUK (as applicable). For products fulfilled using Fulfilment by Amazon, the applicable Amazon Refund Policies will apply and you agree to these. You will promptly provide refunds and adjustments that you are obligated to provide as required by law, and in any event within thirty (30) calendar days of the obligation arising.
S-3. Problems with Your Products
S-3.1 Delivery Errors and Nonconformities; Recalls. You are accountable for any non-performance connected to fulfilling and delivering your products, except if caused by (a) credit card fraud for which APE or APUK (as applicable) is responsible or (b) our failure to make available to you order information. For products using Fulfilment by Amazon, the Fulfilment by Amazon Service Terms will apply. You are responsible for any non-conformity or defect in, any public or private recall of, or any safety concerns related to any of your products or products provided in connection with your products. You will notify us promptly if you have knowledge of any associated public or private recalls. If we determine that the performance of your obligations may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to Amazon or third parties, then we may act to mitigate these risks.
S-3.2 A-to-z Guarantee.
If we inform you that we have received a claim under the “A-to-z Guarantee”, you have 30 days to appeal. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing APE or APUK (as applicable) for all fees and expenses associated with the original transaction and any related chargebacks or refunds to the extent payable by us and for reimbursing the return shipping cost. You are not responsible for reimbursing APE or APUK (as applicable) where the customer has not shipped your products back to you, except when you have agreed the customer is not required to ship products back (and you must bear the cost) or where there is a safety risk, IP violation or fraudulent activity related to your products. Only claims that are your responsibility are considered in your performance.
S-4. Compensation
You authorize APE or APUK to debit your APE Selling on Amazon payment account and/or Your APUK Selling on Amazon payment account and pay us applicable referral fees, any variable closing fee and the non-refundable Selling on Amazon Subscription Fee to cover the cost of registering your Selling on Amazon seller account and the ongoing costs of maintaining it (all as defined in the agreement). The Selling on Amazon Subscription Fee is payable in advance for each month (or for each transaction if applicable) during the term of the agreement. Except as otherwise provided, all monetary amounts contemplated in this agreement will be expressed and/or charged in the local currency. All taxes or surcharges imposed on fees payable by you to us or our affiliates will be your responsibility.
S-5. Amazon’s Websites and Services.
Amazon has the right (which it can assign or delegate) to determine the design, content, functionality and appropriateness of all aspects of the Amazon stores and each selling service, including your use of the same.
S-6. Tax Matters
Unless otherwise provided or agreed, you agree that the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that may be required to be remitted in connection with such sale.
