Terms & Conditions

AMAZON SELLER ACCOUNT SUSPENDED UK
TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES (BUSINESS-TO-BUSINESS)
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

1. Interpretation

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

1.1 Definitions:

  • Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
  • Charges: the charges payable by the Customer for the supply of the Services as outlined in clause 5 (Charges and payment).
  • Commencement Date: has the meaning set out in clause 2.2.
  • Conditions: these terms and conditions, as amended from time to time in accordance with clause 11.5.
  • Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
  • Control: as defined in section 1124 of the Corporation Tax Act 2010, and the expression “change of Control” shall be construed accordingly.
  • Customer: the person or firm who purchases Services from the Supplier.
  • Customer Default: has the meaning set out in clause 4.2.
  • Data Controller: has the meaning set out in section 1(1) of the Data Protection Act 1998 (“DPA”) up to but excluding 25 May 2018, and thereafter Article 4(7) of the EU General Data Protection Regulation 2016/679 (“GDPR”).
  • Data Subject: an individual who is the subject of Personal Data.
  • Deliverables: A Pay-per-Click online advertising campaign on the Google Internet Search Engine produced by the Supplier for the Customer on a rolling basis from the Commencement Date. Other services may include, but are not necessarily limited to, Facebook advertising campaigns, web design and production, display/remarketing (retargeting) banner advertisements, live chat, general consultancy, and search engine optimisation.
  • Intellectual Property Rights: patents, utility models, rights to inventions, copyrights and related rights, moral rights, trademarks, service marks, business names, domain names, rights in trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, computer software, database rights, confidential information, know-how, trade secrets, and all other intellectual property rights, whether registered or unregistered, and including applications for these rights, renewals, extensions, and rights to claim priority, both now and in the future.
  • Order: the Customer’s order for Services as set out in the Customer’s purchase order form.
  • Order Form: the Supplier’s written purchase order form stating the Specification and the Charges, signed by the Customer.
  • Personal Data: has the meaning set out in section 1(1) of the DPA 1998 and Article 4(1) of the GDPR, referring to personal data or any part of such data, in respect of which the Customer is the Data Controller and for which the Supplier is providing Services under the Contract.
  • Processing and Process: have the meaning set out in section 1(1) of the DPA and Article 4(2) of the GDPR.
  • Services: the services, including the Deliverables, provided by the Supplier to the Customer as set out in the Specification.
  • Specification: the description or specification of the Services provided in writing by the Supplier to the Customer in the Order Form.
  • Supplier: Rescue Seller Limited, Prospect House, 2 Athenaeum Road, N20 9AE.

1.2 Interpretation:

1.3 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

1.4 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the meaning of the preceding words, description, definition, phrase, or term.

1.5 A reference to “writing” or “written” includes faxes and emails.

2. Basis of Contract

2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, descriptive matter, or advertising issued by the Supplier, and any descriptions or illustrations in the Supplier’s catalogues or brochures, are issued for the sole purpose of providing an approximate idea of the Services described. They shall not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.5 Any quotation provided by the Supplier is not an offer and is only valid for five Business Days from its date of issue.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Order Form, but such dates shall be estimates only, and time shall not be of the essence for the performance of the Services.

3.3 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in such cases.

3.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer’s Obligations

4.1 The Customer shall:

(a) ensure that the terms of the Order are complete and accurate;
(b) cooperate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with all information and materials that the Supplier may reasonably require to deliver the Services, ensuring such information is complete and accurate in all material respects;
(d) obtain and maintain all necessary licenses, permissions, and consents required for the Services before the Services are due to commence;
(e) comply with all applicable laws;
(f) comply with any additional obligations outlined in the Specification; and
(g) pay the Supplier’s Charges as invoiced, on an agreed cycle, which may include, but is not necessarily limited to, thirty days, three months, six months, or twelve months.

4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer, or by the Customer’s failure to fulfill any relevant obligation (Customer Default):

(a) Without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any obligations to the extent the Customer Default prevents or delays the Supplier’s performance of its obligations;
(b) The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

5. Charges and Payment

5.1 The Customer agrees that the Supplier cannot provide the Deliverables without payment in advance.

5.2 The Charges for the Services shall be calculated on a time and materials basis:

(a) The Charges shall be calculated in accordance with the Supplier’s monthly fee rates as set out in the Order Form;
(b) The Supplier’s daily fee rates for each individual campaign are based on an eight-hour day from 9:00 am to 5:00 pm, worked on Business Days;
(c) The Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by individuals engaged by the Supplier in connection with the Services, including travel expenses, hotel costs, subsistence, and other associated expenses. The Supplier may also charge for the cost of third-party services required to perform the Services and for materials.

5.3 The Supplier reserves the right to increase the Charges on an annual basis, effective from each anniversary of the Commencement Date. This increase will align with the percentage change in the Retail Prices Index for the preceding 12-month period. The first increase will take effect on the first anniversary of the Commencement Date, based on the most recent percentage change in the Retail Prices Index.

(Note: I acknowledge your lengthy comment from the last version. For clarity, Clause 5.3 simply allows the Supplier to adjust pricing in line with inflation. The remainder of the Terms, alongside your Order Form, account for the flexible nature of the services and pricing structure.)

5.4 The Supplier shall invoice the Customer monthly in advance of the Deliverables being provided.

5.5 The Customer shall pay each invoice submitted by the Supplier:

(a) Immediately upon receipt;
(b) In full and in cleared funds to a bank account nominated in writing by the Supplier; and
(c) Time for payment shall be of the essence of the Contract.

5.6 All amounts payable by the Customer under the Contract are exclusive of any value-added tax (VAT). If any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, upon receipt of a valid VAT invoice from the Supplier, pay the Supplier such additional amounts in respect of VAT, at the same time as payment for the Services is due.

5.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment is made, whether before or after judgment. Interest under this clause will accrue daily at a rate of 4% per annum above the Bank of England’s base rate, but at 4% per annum for any period when the base rate is below 0%.

5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction, or withholding, except for any deduction or withholding of tax as required by law.

6. Intellectual Property Rights

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services (excluding Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

6.2 The Supplier grants the Customer a fully paid-up, worldwide, non-exclusive, royalty-free licence for the duration of the Contract to copy the Deliverables (excluding any materials provided by the Customer) for the purpose of receiving and using the Services and Deliverables in its business.

6.3 The Customer shall not sub-license, assign, or transfer the rights granted in Clause 6.2.

6.4 The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the duration of the Contract, solely for the purpose of providing the Services to the Customer.

7. Data Protection and Data Processing

7.1 The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act (DPA) and the General Data Protection Regulation (GDPR), the Customer is the Data Controller and the Supplier is the Data Processor in relation to any Personal Data.

7.2 The Supplier shall process the Personal Data only in accordance with the Customer’s instructions and shall not process the Personal Data for any purposes other than those expressly authorised by the Customer.

7.3 The Supplier shall take reasonable steps to ensure the reliability of its employees who have access to the Personal Data.

7.4 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, regulations, orders, standards, and similar instruments.

7.5 The Supplier warrants that, considering the state of technological development and the costs of implementing any measures, it will:

(a) Take appropriate technical and organisational measures to prevent unauthorised or unlawful processing of Personal Data, and to protect against accidental loss, destruction, or damage to Personal Data, ensuring a level of security appropriate to:
(i) The harm that might result from such unauthorised or unlawful processing, accidental loss, destruction, or damage; and
(ii) The nature of the data to be protected, including the security measures set out in the SCHEDULE;
(b) Take reasonable steps to ensure compliance with those measures.

7.6 To comply with Clause 7.5, the Customer warrants that it has in place the following:

(a) Effective and enforceable Terms and Conditions and Privacy Policies, drafted by reputable legal advisors, which are accessible and prominently displayed on its website; and
(b) An automated voicemail greeting, notifying callers that calls from the telephone number provided by the Supplier for use on its website are being recorded, and that the recording’s terms and compliance with privacy data protection laws are available on the Customer’s website.

7.7 Each party agrees to indemnify, defend, and hold harmless the other party at its own expense against all costs, claims, damages, or expenses incurred by the other party due to a failure by the first party, its employees, or agents to comply with any of its obligations under this clause.

7.8 The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier may use and process the Personal Data. As such, the Supplier will not be liable for any claims brought by a Data Subject arising from any action or omission by the Supplier, to the extent that such action or omission was a result of the Customer’s instructions.

7.9 The Supplier may authorise a third party (subcontractor) to process the Personal Data, provided that the subcontractor’s contract:

(a) Is on terms substantially the same as those set out in the Contract; and
(b) Terminates automatically upon the termination of the Contract for any reason.

8. Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:

(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors;
(b) Fraud or fraudulent misrepresentation; or
(c) Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

8.2 Subject to Clause 8.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a) Loss of profits;
(b) Loss of sales or business;
(c) Loss of agreements or contracts;
(d) Loss of anticipated savings;
(e) Loss of use or corruption of software, data, or information;
(f) Loss or damage to goodwill; and
(g) Any indirect or consequential loss.

8.3 Subject to Clause 8.1, the Supplier’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to 100% of the total Charges paid under the Contract for the number of calendar months from the date of the alleged breach by the Supplier until rectification of the alleged breach or termination of the Contract.

8.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.5 This Clause 8 shall survive the termination of the Contract.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one month’s written notice.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) The other party commits a material breach of any term of the Contract and (if the breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so.

(b) The other party takes any step or action in connection with entering administration, provisional liquidation, or any composition or arrangement with creditors (except for solvent restructuring), is being wound up (whether voluntarily or by court order, unless for a solvent restructuring), has a receiver appointed to any of its assets, or ceases to carry on business. If taken in another jurisdiction, this includes any analogous procedure in that jurisdiction.

(c) The other party suspends, threatens to suspend, or ceases or threatens to cease carrying on all or a substantial part of its business.

(d) The other party’s financial position deteriorates to such an extent that, in the terminating party’s opinion, the other party’s ability to fulfil its obligations under the Contract is jeopardized.

9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by:

(a) Giving written notice to the Customer if the Customer fails to pay any amount due under the Contract by the due date for payment; or

(b) If there is a change of control of the Customer.

9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on time, if the Customer is subject to any of the events listed in clause 9.2(b) to 9.2(d), or if the Supplier reasonably believes the Customer is about to face any of these events.

10. Consequences of Termination

On termination of the Contract:

(a) The Customer must immediately pay to the Supplier all outstanding unpaid invoices and interest. For Services supplied but not invoiced, the Supplier shall issue an invoice, which must be paid immediately upon receipt.

(b) The Customer must return all Deliverables not fully paid for. If the Customer fails to return them, the Supplier may enter the Customer’s premises to take possession of them. Until returned, the Customer remains solely responsible for their safekeeping and cannot use them for purposes unrelated to the Contract.

10.2 Termination or expiry of the Contract does not affect any rights, remedies, obligations, or liabilities of the parties that have accrued before termination or expiry, including the right to claim damages for any breach existing before or at the time of termination.

10.3 Any provision of the Contract intended to continue in effect after termination or expiry will remain in force.

11. General

11.1 Force Majeure: Neither party will be in breach of the Contract or liable for delays or failure to perform obligations due to events, circumstances, or causes beyond reasonable control.

11.2 Assignment and Other Dealings:

(a) The Supplier may assign, mortgage, charge, subcontract, delegate, or deal with any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, or deal with any of its rights or obligations under the Contract without the Supplier’s prior written consent.

11.3 Confidentiality:

(a) Both parties agree not to disclose confidential information concerning the other party’s business, customers, clients, or suppliers, except as allowed by clause 11.3(b).

(b) Each party may disclose the other party’s confidential information to employees, officers, representatives, subcontractors, or advisers who need the information to perform obligations under the Contract. Disclosure is also allowed if required by law, court order, or regulatory authority.

(c) Confidential information shall only be used for performing obligations under the Contract.

11.4 Entire Agreement:

(a) The Contract is the entire agreement between the parties and supersedes all prior agreements or understandings relating to its subject matter.

(b) Each party acknowledges not relying on any statement or representation not set out in the Contract when entering into it.

(c) This clause does not limit liability for fraud.

11.5 Variation: Any variation to the Contract must be in writing and signed by both parties or their authorised representatives.

11.6 Waiver: A waiver of any right or remedy under the Contract is effective only if given in writing. Failure to exercise a right or remedy does not constitute a waiver of that or any other right, nor does it prevent or restrict any further exercise of that right or remedy.

11.7 Severance: If any provision of the Contract is found to be invalid, illegal, or unenforceable, it will be modified to make it valid, legal, and enforceable. If modification is not possible, the provision will be deleted. This does not affect the rest of the Contract.

11.8 Notices:

(a) Any notice or communication under the Contract must be in writing and delivered by hand, pre-paid first-class post, or other next-day delivery service, or sent by fax or email to the designated address.

(b) A notice will be deemed received as follows:

  • Delivered by hand: On delivery or when left at the proper address.
  • Sent by post: At 9:00 am on the second business day after posting or when recorded by the delivery service.
  • Sent by fax or email: At 5:00 pm on the next business day after transmission.

(c) This clause does not apply to the service of legal proceedings or other documents in legal action.

11.9 Third Party Rights:

(a) Unless stated otherwise, the Contract does not grant any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms.

(b) The rights to rescind or vary the Contract do not require the consent of any third party.

11.10 Governing Law: The Contract, and any dispute arising from it, shall be governed by the laws of England and Wales.

11.11 Jurisdiction: Both parties agree that the courts of England and Wales have exclusive jurisdiction to settle any disputes arising from the Contract.

Last updated: 27th December 2024