1. Scope of Services & Operational Capability
The Service Provider shall deliver marketplace capability focusing on Operations Essentials. In alignment with the Provider’s "Operational Capability — Not Headcount" model, the engagement defines what the marketplace business can execute, rather than a specific number of personnel. Team composition is configured around required outcomes, which include: conversion-focused listing images and content coordination, A+ Content support, customer support and order issue handling, compliance and account-health assistance, listing-text optimization, and managed workflows. Any requests outside the defined scope may require separate quotation and adjusted timelines.
2. Service Levels & Delivery Standards
The Service Provider shall use commercially reasonable efforts to maintain agreed timelines and communication. Standard turnaround for routine creative/listing updates is estimated at 48-72 hours. Client acknowledges that Amazon platform delays or missing brand assets may impact timelines.
3. Client Cooperation & Responsibilities
The Client agrees to provide necessary platform access (Seller Central), raw brand assets, product information, and timely feedback. Client shall use reasonable efforts to respond to approvals within 48 hours to ensure operational continuity.
4. KPI Measurement & Performance Disclaimer
Performance is evaluated via marketplace signals (ACOS, conversion rate, organic ranking). The parties acknowledge that outcomes are influenced by variables beyond Provider's control, including Amazon algorithm changes, market competition, and Client pricing. Specific revenue or ranking outcomes are not guaranteed.
5. Fees, Advance Payment & Security Deposit
The Client agrees to pay a monthly fee of $3,500. Condition: One (1) month advance plus one (1) month security deposit prior to commencement. Deposit applies to the final month of service upon valid termination.
6. Invoicing, Late Payment & Service Suspension
Fees are billed in advance. If payment is delayed, Service Provider reserves the right to pause Amazon operations, stop PPC spending, and defer creative tasks until balances are settled.
7. Term & Termination
This Agreement operates on a month-to-month basis. Either party may terminate by providing not less than thirty (30) days written notice. Security deposit is applied to the final billing period.
8. Scope Boundaries & Revisions
Services are limited to the agreed proposal. Repeated revisions, major redesigns of approved content, or additions to the SKU volume may be treated as out-of-scope and quoted separately.
9. Task Board / Project Management Access
Provider may grant Client access to a management portal for progress tracking. Access is a support tool only; Provider is not liable for third-party hosting disruptions or temporary maintenance outages.
10. Confidentiality & Non-Disclosure
Each party agrees to maintain confidentiality of proprietary sales data, supplier info, and marketing strategies. This obligation survives the termination of this Agreement.
11. Intellectual Property & Portfolio Rights
Upon full payment, finalized deliverables created specifically for Client belong to Client. Provider reserves the right to display non-confidential assets for portfolio/case study purposes unless agreed otherwise.
12. Non-Solicitation / Tortious Interference
Client agrees not to solicit, hire, or contract with Provider’s employees or consultants during the term and for twelve (12) months following termination without written consent.
13. Non-Exclusivity
Provider may serve other clients in similar industries provided no confidential Client data is misused. This is a non-exclusive engagement.
14. Dispute Resolution & Arbitration
Disputes are first handled via good-faith negotiation. Unresolved matters shall be submitted to binding arbitration in a mutually agreed jurisdiction.
15. Force Majeure
Neither party is liable for failure caused by events beyond reasonable control, including Amazon platform outages, internet disruptions, or natural disasters.