Welcome to Prime Ecommerce Solutions, a trading style of Prime IT Systems Limited registered in the United Kingdom (15825459). By using our website and services, you agree to comply with and be bound by the following terms and conditions. Please read them carefully before using our services. If you do not agree with any part of these terms, you must not use our website or services.

Applicability

(a) Unless a definitive written agreement is in effect between the parties, these terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Prime IT Systems Limited (“Service Provider”) to the purchaser of such services (“The Customer”).

“Virtual Assistant” – An Amazon Virtual Assistant (VA) is a remote entity who helps manage an Amazon business by performing a variety of tasks: 

• Customer support: Answering customer questions and providing tracking numbers
• Inventory management: Managing inventory and raising queries or open cases in seller support
• Marketing: Running ad campaigns, social media marketing, and content creation
• Product research: Sourcing deals, analyzing product performance, and creating a product sourcing plan
• Administrative tasks: Managing emails, data entry, and supplier relations
• Website design: Designing websites
• Bookkeeping: Bookkeeping and other Amazon marketing services

“Child Account” for a business partner

A child account on Amazon Seller Central gives a third party access to the Seller Central dashboard. This  can be useful for business partners, virtual assistants, or new employees. 

(b) The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern, unless the Order Confirmation expressly states that the terms and conditions of the Order Confirmation shall control.

(c) These Terms prevail over any of The Customer’s general terms and conditions regardless whether or when The Customer has submitted its request for proposal, order, or such terms. Provision of services to The Customer does not constitute acceptance of any of The Customer’s terms and conditions and does not serve to modify or amend these Terms.

Scope of Services

• The Company provides assistance in sourcing, managing, and optimizing products for Amazon wholesale and private label business models.
• The Company does not guarantee specific financial outcomes or success in the Client’s Amazon business.
• Additional services may be offered from time to time and will be subject to these terms and any supplementary terms provided.

Performance Dates

Service Provider shall use commercially reasonable efforts to meet any performance dates specified in the Order Confirmation, and any such dates shall be estimates only.

Client Responsibilities

• The Client is responsible for providing accurate and complete information necessary to perform the services.
• The Client must comply with all applicable laws and Amazon’s policies while using our services.
• The Client is responsible for maintaining the confidentiality of their Amazon account credentials.

The Customer’s Acts or Omissions

If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of The Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by The Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Change Orders

(a) If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to The Customer of:

(i) the likely time required to implement the change;

(ii) any necessary variations to the fees and other charges for the Services arising from the change;

(iii) the likely effect of the change on the Services; and

(iv) any other impact the change might have on the performance of this Agreement.

(b) Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing.

(c) Notwithstanding Section 6(a) and Section 6(b), Service Provider may, from time to time change the Services without the consent of The Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.

(d) Service Provider may charge for the time it spends assessing and documenting a change request from The Customer on a time and materials basis in accordance with the Order Confirmation.

Fees and Payment

• Service fees will be outlined in the agreement or quotation provided to the Client.
• Payment terms will be specified in the invoice. Non-payment or late payment may result in suspension or termination of services.
• All fees are non-refundable unless explicitly stated otherwise.

In the event payments are not received by Service Provider within 30 days after becoming due, Service Provider may:

(i) charge interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and

(ii) suspend performance for all Services until payment has been made in full.

Taxes

The Customer shall be responsible for all sales, VAT and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by The Customer hereunder.

Intellectual Property

• The Company retains ownership of any proprietary tools, templates, and methodologies used to deliver the services.
• The Client retains ownership of their Amazon store and any intellectual property related to their private label products.

Confidential Information

(a) All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to the Customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to The Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by The Customer without the prior written consent of Service Provider. Confidential Information does not include information that is:

(i) in the public domain;

(ii) known to The Customer at the time of disclosure; or

(iii) rightfully obtained by The Customer on a non-confidential basis from a third party.

(b) The Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.

(c) Service Provider shall be entitled to injunctive relief for any violation of this Section.

Representation and Warranty

(a) Service Provider represents and warrants to The Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

(b) The Service Provider shall not be liable for a breach of the warranty set forth in Section 11(a) unless The Customer gives written notice of the defective Services, reasonably described, to Service Provider within 10 days of the time when The Customer discovers or ought to have discovered that the Services were defective.

(c) Subject to Section 11(b), Service Provider shall, in its sole discretion, either:

(i) repair or re-perform such Services (or the defective part); or

(ii) credit or refund the price of such Services at the pro rata contract rate.

(d) The remedies set forth in section 11(c) shall be the Customer’s sole and exclusive remedy and service provider’s entire liability for any breach of the limited warranty set forth in section 11(a).

Disclaimer of Warranties

Except for the warranty set forth in section 11(a) above, service provider makes no warranty whatsoever with respect to the services, including any (a) warranty of merchantability; or (b) warranty of fitness for a particular purpose; or (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

Limitation of Liability

• The Company shall not be held liable for any direct, indirect, incidental, or consequential damages arising from the use of its services.
• The Company does not guarantee Amazon account approval, product ranking, or sales performance.
• We would like to clarify our position regarding account-related matters. In the event of any account suspension, we will make every effort to assist you in the reinstatement process. However, since we are working as a “Virtual Assistant” on a “Child Account” and do not have access to the “Main Amazon account”, we are unable to take responsibility for any queries, restrictions or violations raised by Amazon.

Termination

• Either party may terminate the agreement with written notice.
• Upon termination, all outstanding fees become immediately due, and any ongoing services will cease.

Governing Law

These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.