Terms of Service
Welcome to Grow Business LTD’s Terms of Service!
Thank you for choosing to use our services. We are committed to providing you with a seamless and secure experience, and your understanding and acceptance of our Terms of Service (TOS) are crucial in ensuring the highest standards of service and compliance with UK laws and regulations.
Before proceeding, please carefully read through these Terms of Service. By accessing or using our services, you confirm that you can enter into legally binding contracts and that you agree to comply with these Terms of Service, as well as all applicable laws and regulations, including without limitation, the UK Data Protection Act 2018 and Consumer Rights Act 2015.
It’s also important to clarify that these Terms of Service are distinct from our Website Terms and Conditions, which govern your use of our website. You can review the Website Terms and Conditions [here] (insert link), to understand more about how to interact with our website in compliance with the stipulated terms.
Please note that we may modify these Terms of Service at our sole discretion, in accordance with legal, technological, or operational developments. Any such modifications will be effectively immediately upon posting on our website, and your continued use of our services following such updates signifies your acceptance of the revised Terms of Service.
For any further queries or clarifications regarding our Terms of Service or related legal documents, please feel free to contact our customer support team or seek legal advice as necessary.
Thank you for your cooperation and understanding!
Scope of Services:
- In accordance with these Terms of Service (“TOS”), we shall provide the following services (the “Services”) depending on the package you opt for:
- Around the Clock Support and Consultation: We shall offer continuous support and consultation services specifically tailored for Amazon FBA Sellers.
- Amazon PPC Advertising: Creation, management, and optimisation of Amazon PPC Advertising campaigns.
- Case Log Management: Comprehensive management of client case logs.
- Keyword and SEO Services: Conduct extensive keyword research and implement search engine optimisation techniques tailored for Amazon platforms.
- Inventory and Shipment Management: Accurate inventory forecasting, and efficient shipment management services.
- Financial Analysis Services: Provide expertise in budgeting, cost/profit margin analysis, and profit (including profit and loss) analysis. Further, facilitate account automation processes as needed.
- Product and Market Analysis: Conduct in-depth product analysis and provide market intelligence services.
- Competitor and Market Research: Deliver competitor research and comprehensive market analysis.
- Listing and Content Creation: Manage the creation of product listings and develop engaging visual content.
- Branding Services: Optimise brand content and manage storefront optimisation.
- Supplier and Logistics Management: Oversee supplier interactions and manage warehousing requirements.
- Trademark and Brand Management: Assist with trademark processes, brand registration, and ongoing brand management.
- Reporting: Provide detailed reporting on progress, including daily, weekly, and monthly reviews.
- Sales Growth and Global Strategy: Advise on and implement strategies for sales growth and global market expansion.
- Product Approval Services: Assist with ungating processes and securing category approvals.
- Product Launch Services: Oversee the launch and relaunch of products on Amazon platforms.
- Client Ads Management: Manage and optimise Amazon Client Ad campaigns.
- Integration with Amazon MWS: Facilitate integration with the Amazon Marketplace Web Service (MWS).
- Customer Service Management: Manage customer interactions and oversee order processes.
Provision of the Services:
- We, Grow Business Ltd, shall be the exclusive provider of the Services to you. You shall not solicit or engage with any other entity or provider for similar services during the term of these Terms of Service.
- We shall provide the Services with reasonable skill and care, in line with prevailing standards within the United Kingdom.
- We shall act in accordance with all reasonable instructions given to us by you.
- We are responsible for ensuring compliance with all statutes, regulations, by-laws, standards, codes of conduct, and any other rules relevant to the provision of the Services.
Client’s Obligations:
- You shall use all reasonable endeavours to provide us with all the pertinent information necessary for the provision of the Services.
- You may, from time to time, give us reasonable instructions regarding the provision of the Services.
- If we need decisions, approvals, consents, or any other form of communication from you to continue providing the Services, you shall provide such responses in a timely and reasonable manner.
- Should the provision of the Services require consents, licences, or permissions from third parties, such as landlords, planning authorities, or local authorities, it is your responsibility to obtain these permissions before the start of the Services, or the relevant part thereof.
- If our access to your premises or any other location lawfully under your control is necessary for the Services, you shall ensure we are granted access at times that are mutually agreed upon, as necessary.
- Any delays in the provision of the Services resulting from your failure or delay in complying with the provisions of this Clause 3 shall not be the responsibility of, or attributed to, us.
- You agree to allow us to use general data for reference and audit purposes, excluding sensitive data, unless you provide express written consent.
- You shall maintain accurate records and documentation related to the Services, including any changes, modifications, or deviations from the original specifications and provide such records to us upon request.
Fees, Payment and Records:
- The fees for each package are as indicated on the corresponding section of our website. You shall pay the Fees to us in accordance with this Clause 4.
- We shall invoice you for Fees as and when they are due.
- All payments that are required under this Terms of Service by either party shall be made within 7 Days of the invoice date, without any delay.
- All payments by either party under this Terms of Service shall be made in GBP (£) in cleared funds, directly to our bank account, without any deduction, set-off, withholding, or deduction except as required by law.
- Where any payment under this Terms of Service falls due on a day that is not a business day, it may be made on the next following business day.
- Any sums which remain unpaid after the due date as specified in sub-Clause 4.3 shall incur daily interest at a rate of 4% above the base rate of the Bank of England until full payment is made of any such outstanding sums.
- In case of non-payment or delayed payment by you, where such payment remains outstanding for more than 30 days from the due date, we may suspend the provision of Services. We will not be liable for any loss you incur due to this suspension. We also retain the right to withhold delivery of any completed work, project milestones, or deliverables until all outstanding payments, including any accrued interest and penalties, are received in full.
- You shall be responsible for any Value Added Tax (VAT) or other applicable taxes, duties, or levies related to the Fees, as required by HM Revenue & Customs or other tax authorities in the United Kingdom. Such taxes will be added to the Fees and, where applicable, we will provide you with the proper documentation for your records.
Exclusion of Warranties:
- We commit to delivering Amazon UK Complete Account Management services with due care and expertise. However, due to the dynamic and ever-changing nature of online marketplaces, we cannot guarantee specific outcomes for your Amazon UK account, including but not limited to sales volumes, rankings, or revenue figures.
- In the context of the services detailed in these Terms of Service, we do not make any promises or guarantees, whether explicit or implied, concerning the specific results that you may anticipate.
Liability, Indemnity and Insurance:
- We shall not be liable to you for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, or data, even if we have been advised of the possibility of such damages.
- You acknowledge and agree that our total liability, including that of our officers, directors, employees, agents, and affiliates, for any and all claims, losses, damages, liabilities, costs, or expenses, whether in contract, tort, or otherwise arising out of or in connection with these Terms of Service, shall not exceed £100.
- You acknowledge that the limitations and exclusions of liability set forth in these Terms of Service are reasonable and are fundamental elements of the agreement between us. Without such limitations and exclusions, the terms of these Terms of Service would be substantially different.
- Nothing in these Terms of Service will limit or exclude our liability for death or personal injury caused by our negligence, for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
- You agree to indemnify, defend, and hold us harmless, including our subcontractors, employees, and affiliates, from any claims, liabilities, costs, or expenses arising directly or indirectly from the services provided, including but not limited to any claims of property damage, personal injury, or other losses, whether caused by third parties or as a result of your own actions or omissions.
- We shall maintain suitable and valid insurance, including professional indemnity coverage, to cover claims arising from professional errors or negligence during our service provision. Our coverage will meet UK regulatory requirements, and we are committed to maintaining up-to-date premium payments, adhering to the policy terms, and providing evidence of this coverage upon your request. In the event of a claim, we will promptly notify our insurer and facilitate the claims process, keeping you duly informed. This insurance is for our mutual protection and ensures compliance with all relevant UK legal requirements. You retain the right to review our insurance policy details to confirm their adequacy.
Force Majeure:
- Neither we nor you shall be liable for any failure or delay in performing our obligations where such failure or delay results from causes beyond our reasonable control. Such causes may include, but are not limited to: power failures, disruptions from internet service providers, industrial actions, civil unrest, fire, floods, storms, earthquakes, acts of terrorism, acts of war, governmental actions, or any other unforeseeable events that are outside of our control.
- If either of us cannot perform our obligations under these Terms of Service due to a force majeure event for a continuous period of 15 Business Days, the other may at their discretion terminate these Terms of Service by providing written notice at the end of that period. Should such termination occur, we both shall negotiate in good faith a fair and reasonable payment for all Services provided up to the date of termination. This payment will consider any prior contractual commitments made in reliance on the performance of these Terms of Service.
Term and Termination:
- This Terms of Service will become effective on the Contract Start Date and will continue for an initial term of three months unless ended earlier as set out in these Terms. After the initial three-month term, our agreement will renew automatically and continue on a monthly basis, subject to termination according to the procedures described in Clause 8.
- We may end this Terms of Service immediately with written notice to you if you materially breach any part of these Terms and do not fix the breach within 7 days of receiving notice. Similarly, if we commit a material breach, you must notify us, and we will have at least 7 days to remedy the situation.
- We reserve the right to terminate this Terms of Service for convenience, such as in cases where you are dissatisfied with our service, by giving 30 days written notice. In such cases, we won’t be liable for any damages or penalties beyond the responsibilities that have accumulated up until the termination takes effect.
Effects of Termination:
- Upon the termination of this Terms of Service for any reason:
- All Clauses within this Terms of Service, whether expressly designed to address post-termination matters or inherently intended to survive termination, shall continue in full effect. This includes but is not limited to Clauses concerning Force Majeure, Liability, Indemnity and Insurance, Warranty, Fees, Payment, and Records.
- All outstanding amounts due by either of us to the other under any provisions of this Terms of Service shall become immediately due and payable.
- Termination will not limit or reduce our rights to damages or other remedies in connection with the reason for termination, nor will it affect any other rights to damages or remedies for any breach of this Terms of Service that existed on or before the date of termination.
- If you materially breach any part of this Terms of Service, you will be responsible for compensating us for all direct losses, damages, or costs resulting directly from the breach. This obligation to compensate is in addition to any other remedies we have under this Terms of Service or under applicable law.
- On the effective date of termination, we will promptly stop all services outlined in this Terms of Service.
- If this Terms of Service is terminated, we are not obliged to refund any fees or payments that you have already made.
Confidential Information:
- We recognise and acknowledge that during the term of this Terms of Service, we may be granted access to confidential information belonging to the other Party. ‘Confidential Information’ encompasses business plans, financial data, trade secrets, customer details, and other information designated as “confidential” or which should be reasonably considered confidential.
- We commit to using the Confidential Information solely for the purpose of fulfilling our obligations under this Terms of Service and not for any external or unrelated purpose. We shall undertake all necessary precautions to prevent any unauthorised disclosure or utilisation of the Confidential Information.
- We shall employ reasonable measures to safeguard the Confidential Information, including, but not limited to, encryption, access controls, and password protection, ensuring compliance with UK law and the GDPR.
- We may disclose the Confidential Information to our authorised employees, agents, or subcontractors who require this information to perform their duties under this Terms of Service, under the condition that such individuals are bound by equivalent confidentiality obligations as those contained within this agreement.
- If the Confidential Information includes personal data covered by the GDPR, we agree to comply with all relevant data protection laws and regulations, including the GDPR, and to put in place appropriate technical and organisational security measures to protect such data.
- Our obligation to maintain the confidentiality of the information will not apply to any information which: (a) becomes public knowledge other than by breach of this clause; (b) is in our possession without restriction in relation to disclosure before the date of receipt from the disclosing Party; (c) is independently developed by us without access to the disclosing Party’s Confidential Information; (d) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (e) must be disclosed in accordance with a legal obligation, provided that we notify the disclosing Party promptly to allow them to contest such requirement.
- Upon termination or expiration of this Terms of Service, or upon the disclosing Party’s written request, we shall promptly return or destroy all Confidential Information that is in our possession or control, as well as any copies or records of such Confidential Information.
- Our obligations under this confidentiality and data protection clause shall remain in effect notwithstanding the termination or expiration of this Terms of Service.
Intellectual Property:
- For the purposes of this Terms of Service, “Intellectual Property” includes, but is not limited to, copyrights, trademarks, trade secrets, patents, inventions, designs, know-how, proprietary algorithms, software code, data models, business processes, branding elements, and any other intangible assets. These may be assets that we or you already own, or that we or you may develop or use in connection with the services we provide and the obligations we fulfil under this Terms of Service.
- We maintain the exclusive ownership of all intellectual property rights that we bring to the provision of Services, which existed before this Terms of Service. Similarly, any intellectual property rights you had before this Terms of Service that you bring into our provision of Services remain exclusively yours.
- You grant us a non-exclusive, royalty-free, worldwide licence to use your intellectual property, but only to the extent necessary for us to deliver the Services as outlined in this Terms of Service and for promoting our business.
- We own all intellectual property that we develop while executing the Services under this Terms of Service. And just like our rights, any intellectual property that you develop during our working relationship belongs solely to you.
- If we come together to create new intellectual property while fulfilling this Terms of Service, we will both have joint ownership over this new creation, unless we agree differently in writing. In such cases, we promise to negotiate in good faith to figure out each party’s rights, responsibilities, and the terms for using this jointly owned intellectual property.
Use of Marketing Material for Promotional Purposes:
- You grant us the irrevocable right and licence to use, reproduce, and display any of your marketing materials, which include product listings, images, descriptions, and related content from your Amazon account. We will use these materials strictly for promotional activities and to showcase our expertise to potential clients and stakeholders. Our promotional activities may cover case studies, portfolio presentations, content on our website, social media posts, and other promotional materials.
- We commit to exercising this right professionally and responsibly, taking care to protect the confidentiality of your sensitive information. We will ensure that no proprietary or confidential aspects of your operations are disclosed.
- Your permission for us to use these materials will last for the entire duration of our Terms of Service and any subsequent extensions, unless you revoke it in writing
Non-Solicitation:
- You agree not to directly or indirectly solicit, entice away, or employ any employee, contractor, or consultant of Grow Business Ltd. for a period of 12 months following the termination of this Terms of Service.
- This prohibition includes any personnel who have been involved in the delivery of services under this Terms of Service.
- In the event of a breach of this clause, you will be liable to us for a penalty of 25% of the annual remuneration or fees that were payable by us to the solicited employee, contractor, or consultant in the last year of their service.
- You acknowledge that this restriction is reasonable and necessary to protect our legitimate business interests.
- This clause shall survive the termination of this Terms of Service and is enforceable regardless of the reason for the termination.
Governing Law and Dispute Resolution:
- This Terms of Service shall be governed by and construed in accordance with the laws of England and Wales.
- In the event of any dispute, controversy, or claim arising out of or relating to this Terms of Service or its breach (hereinafter referred to as a “Dispute”), the Parties agree to first attempt to resolve the Dispute through good faith negotiation. The Party seeking resolution of the Dispute (the “Initiating Party”) shall provide written notice to the other Party (the “Responding Party”) describing the nature of the Dispute in reasonable detail. Within thirty (30) days after receipt of the notice, representatives of both Parties shall meet, either in person or via a mutually agreed-upon method of communication, to discuss and attempt to resolve the Dispute.
- If the Dispute remains unresolved after the thirty (30) days of good faith negotiation, the Parties agree that the Dispute shall be submitted to arbitration in accordance with the rules of the London Court of International Arbitration (LCIA), as in effect at the time of the initiation of arbitration, and pursuant to the LCIA Arbitration Rules. The arbitration shall be conducted in London. The arbitration proceedings shall be conducted in the English language unless the Parties mutually agree otherwise.
- The Parties shall jointly appoint a single arbitrator to preside over the arbitration proceedings. If they cannot agree on an arbitrator within thirty (30) days of the initiation of arbitration, the LCIA shall appoint the arbitrator. The arbitrator’s decision shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction. Each Party shall bear its own costs related to the arbitration proceedings, unless the arbitrator determines otherwise.
Subcontracting:
- We reserve the right to subcontract any or all of the Services to third-party subcontractors (“Subcontractors”), on the condition that:
- We will remain fully responsible for the performance of the Services as per this Terms of Service, and any actions or omissions by our Subcontractors will be considered our actions or omissions.
- We will ensure that any Subcontractors we engage to provide Services will comply with this Terms of Service’s terms and conditions, particularly with regards to confidentiality and data protection provisions.
- We will maintain a written agreement with each Subcontractor that binds them to the same standards and obligations as outlined in this Terms of Service.
- We will provide you with prior written notice of any intended subcontracting, including the identity of the Subcontractor and the specific Services they will be performing. You will have the right to reasonably object to such subcontracting if you believe it could negatively impact the Services or the protection of Confidential Information.
- Should there be any change in our Subcontractors, we will promptly inform you of the change. You will then have the right to review and approve any new Subcontractors before they begin providing Services.
Relationship:
- We, Grow Business LTD, and you, the Client, upon entering into this Terms of Service, explicitly acknowledge and confirm that our relationship is that of independent contractors. This Terms of Service shall not be interpreted or construed to create any form of partnership, joint venture, agency, franchise, or employment relationship between us.
- We both shall operate as separate legal entities, maintaining our distinct legal statuses, responsibilities, and liabilities. We shall retain full control over the manner and means by which we provide the services, and you shall retain the authority to independently manage your own business operations.
- Neither party shall have the authority, either express or implied, to bind the other to any obligation or commitment, and neither shall represent itself as having such authority. Our collaboration, interaction, or coordination shall be undertaken solely to achieve the objectives outlined in this Terms of Service.
Miscellaneous:
- No Waiver: Our failure or delay in exercising any of our rights under this Terms of Service shall not be deemed to be a waiver of that right, and no waiver by us of any breach by you of any provision of this Terms of Service shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
- Entire Terms of Service: This Terms of Service constitutes the entire agreement between you and us with respect to its subject matter and supersedes all previous agreements and understandings. It may not be modified except in writing and signed by our duly authorised representatives and yours.
- Severance: If any provision of this Terms of Service is found to be unlawful, invalid or unenforceable, that provision is to be deemed severed from the rest of this Terms of Service. The remainder of this Terms of Service will continue to be valid and enforceable to the fullest extent permitted by law.
- Third Party Rights: This Terms of Service does not confer any rights on any third parties. Therefore, the Contracts (Rights of Third Parties) Act 1999 is not applicable to this Terms of Service.