Please read these TERMS AND CONDITIONS OF USE (“Terms”) carefully. Your access to, purchase of and/or use of the Services (as defined below) constitutes your legally binding agreement to be bound by these Terms.
These Terms govern the user’s (“Customer,” “you,” or “your”) use of the services provided by e-Commet Ltd.(“Company,” “we,” “us,” or “our”), including all content, features, and functionality, and related professional services (collectively, the “Services”). If you do not agree to these Terms, do not use the Services. The acceptance of these Terms and the execution of one or more Order Confirmation(s) (as defined below) form the “Agreement”.
For the purposes of these Terms, Customer and Company may be referred to individually as a “Party” and collectively as the “Parties.”
We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to modify, suspend, or discontinue the Services; modify and/or waive any Fees (as defined hereafter) charged in connection with the Services; and/or make available opportunities to some or all users of the Services. You agree that e-Commet shall not be liable to you or to any other person for any modification, suspension, or discontinuance of the Services or any component thereof.
1. Services
(a) The Company will provide the Customer with the agreed Services. These Services may be detailed in one or more order confirmations (“Order Confirmation(s)” or “Order”).
(b) Customers may adjust their Services by executing a revised Order Confirmation. Changes may affect the Fees (as defined below).
(c) If a product or service is listed at an incorrect price, the Company reserves the right to cancel such orders and refund the incorrect amount charged.
2. Fees
(a) Customer agrees to pay Company the fees (“Fees”) upfront and as set forth in each applicable Order Confirmation to the payment schedule contained therein. Customer acknowledges and agrees that any failure by Customer to make any timely payment(s) may result in Company suspending its provision of Services. The Parties agree that such suspension or restriction shall not be considered a breach of this Agreement or any Order Confirmation. If Customer repeatedly fails to pay any Fees which are due to Company, in addition to its other rights and remedies contained herein, Company shall have the right to terminate this Agreement and all orders (including any Orders Confirmations then in effect at the time of termination) without any liability to Customer. Customer acknowledges and agrees that except as otherwise set forth herein, all Fees are nonrefundable.
(b) If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, (i) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (ii) Company may condition future renewals and Orders on payment terms shorter than those specified in the then-current Order.
(c) Customer hereby acknowledges and agrees to reimburse Company for all reasonable costs and expenses incurred in collecting undisputed delinquent amounts.
3. Confidential Information
(a) Each Party hereto may be allowed access to the confidential or otherwise proprietary information of the other Party which is either (i) marked as
(b) Each Party hereto may be allowed access to the confidential or otherwise proprietary information of the other Party which is either (i) marked as confidential or proprietary or (ii) not marked or disclosed as confidential, but should reasonably understood to be confidential due to the nature of the disclosed information and/or the circumstances surrounding disclosure (“Confidential Information”). For the purposes of this Section 3, the Party that receives Confidential Information in the performance or receipt of Services shall be referred to as the “Receiving Party” and the party that discloses Confidential Information shall be referred to as the “Disclosing Party”.
(c) Confidential Information shall include, but shall not be limited to information relating to the Disclosing Party’s (including that of its Affiliates or subsidiaries) business, finances, technology, products, pricing, services, strategies, customers, trade secrets, know-how, ideas and inventions, designs, drawing, specifications, roadmaps, strategies in whatever form maintained or disclosed, whether documentary, computerized, electronic, oral or otherwise which (iii) is or has been disclosed to the Receiving Party whether prepared by the Disclosing Party and/ or its advisors, agents, or otherwise, or (iv) are prepared by the Receiving Party, its representatives, or others and that contain or otherwise reflect or are based upon, in whole or in part, any of Disclosing Party’s Confidential Information. The Receiving Party agrees that it will maintain the secrecy of any Confidential Information disclosed by the Disclosing Party to the Receiving Party. The Receiving Party agrees that it shall not use any Confidential Information for any purpose other than the performance or receipt of Services hereunder. The Receiving Party agrees that the Disclosing Party shall remain the sole owner of all Confidential Information it disclosed and that nothing contained herein shall be construed as granting to the Receiving Party any right, title or license to use or possess any Confidential Information for any purpose other than the performance or receipt of Services hereunder.
(d) The term “Confidential Information” shall not include any information that is: (i) proven to be already known to or rightfully in the possession of the Receiving Party or its Personnel at the time of disclosure by the Disclosing Party, (ii) publicly available or otherwise in the public domain through no breach of this Agreement, or (iii) rightfully obtained by the Receiving Party from any third party without restriction and who is entitled to disclose such information. Notwithstanding the foregoing, the Receiving Party shall be entitled to disclose Confidential Information as required pursuant to judicial action, or governmental regulations or other requirements; provided that the Receiving Party has notified the Disclosing Party prior to such disclosure and used commercially reasonable efforts to cooperate with the Disclosing Party’s attempts to contest and avoid such disclosure, at the Disclosing Party’s sole expense.
(e) Immediately upon termination of this Agreement or any applicable Order Confirmation, or at any time upon written request from the Disclosing Party, the Receiving Party agrees that it will immediately deliver to the Disclosing Party, in a format reasonably chosen by the Disclosing Party, or at the option of the Disclosing Party destroy, all documents and materials containing any Confidential Information and provide a written certification of destruction. Notwithstanding the foregoing, (i) the Receiving Party shall be permitted to retain copies of the Disclosing Party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither Party will be required to search archived electronic back-up files of its computer systems for the other Party’s Confidential Information in order to purge the other such Party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the Receiving Party’s document retention policies and procedures, and (z) the Receiving Party will not use the retained Confidential Information for any other purpose.
4. Term
The term of this Agreement shall commence as of the Effective Date set forth above in the Order Confirmation and shall continue for as long as Company provides the Services under each applicable Order (“Initial Term”). The Initial Term of each applicable Order shall automatically renew for additional periods of the same length (each a “Renewal Term”) until Customer notifies Company in writing (email to suffice) that it does not wish to renew and such notice is made at least fifteen (15) days prior to the end of the then-current Term; provided however that the Parties may agree to increase the foregoing notice period for any Services in an Order Confirmation. For the purposes of this Agreement the terms “Initial Term” and any “Renewal Term” may be collectively referred to as the “Term”.
5. Termination
(a) Either Party may terminate this Agreement or any applicable Order in the event that the other Party commits a material breach and fails to cure such breach, if curable, to the reasonable satisfaction of the non-breaching Party within fifteen (15) days following receipt written notice of such breach. Any notice of alleged breach hereunder shall include sufficient information to enable the alleged breaching Party the opportunity to cure hereunder, if curable.
(b) Either Party may terminate this Agreement if (i) the other Party files a petition in bankruptcy, insolvency, or like proceedings, or if any petition seeking reorganization, readjustment or rearrangements of the business of such Party shall have been filed and not stayed or discharged for a period of thirty (30) days, or (ii) if a receiver or trustee shall be appointed for the property and assets of either Party and not discharged for a period of thirty (30) days.
(c) In the event of a termination for cause under Sections 5(a) or 5(b), except for a material breach by Company which is not cured, the Customer acknowledges and agrees that it shall be required to pay all Fees for the remainder of the applicable Term. Customer shall have no right to terminate this Agreement and/or an Order for convenience.
(d) In the event this Agreement expires or is terminated for any reason, Customer acknowledges and agrees that Company has no obligation to retain any Customer Data.
6. Accounts
(a) The Customer agrees to:
(b) e-Commet reserves the right to suspend or terminate an Account if the Customer violates these terms, engages in fraudulent activities, or compromises the security or integrity of e-Commet’s services.
7. Marketplace Account Access
(a) The Customer hereby grants e-Commet Ltd. ("Company") access to its online administration accounts associated with any marketplace for which e-Commet provides services ("Marketplace Account"). This access is required for the Company to perform the agreed-upon services effectively.
(b) Notwithstanding this access, the Customer acknowledges and agrees that it remains fully responsible and solely liable for all activity within its Marketplace Account(s).
(c) The Customer is solely responsible for ensuring compliance with the terms and conditions of each Marketplace Account, including any flow-down obligations imposed by the marketplace and any future modifications or updates to those terms that may affect e-Commet’s ability to provide services.
(d) e-Commet shall not be held responsible for any penalties, suspensions, or limitations imposed on a Marketplace Account due to the Customer’s non-compliance with marketplace policies or changes to their terms of service.
8. Data Protection
The Company complies with the UK General Data Protection Regulation (UK GDPR) and other applicable data protection laws.
(a) The term “Customer Data” shall include, without limitation, data related to advertising campaigns, inventory and pricing information, account performance, (from either Customer or any Marketplace), sales tax calculation, transaction settlement or any other data that Customer shares in the course of using the Services.
(b) Customer hereby grants Company a worldwide, royalty-free, non-exclusive right to use, reproduce, create derivative works of, distribute, perform, transmit and publish Customer Data for the sole and exclusive purposes of (i) processing Customer Data in connection with providing the Service to Customer, and (ii) storing or hosting the Customer Data in a remote database for access by Customer. Customer Data is not shared with other customers, or with any other third party by Company; provided that Company reserves the right to use Customer Data in order to compile, analyze data and trends related to the use of its Services for its own learning as long as such metrics, data and trends do not contain uniquely identifiable Customer Data.
(c) Customer shall have sole responsibility for the accuracy, and quality of all Customer Data. Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Use of the Services by Customer is subject to existing laws and legal processes. Nothing contained in this Agreement will limit Company’s right to comply with governmental, court and law enforcement requests or requirements relating to Customer’s use of the Services, which may include disclosing any Customer Data to the applicable authorities.
(d) Notwithstanding the foregoing or anything to the contrary contained herein, Customer acknowledges and agrees that Company may share non-personal and non-confidential identifiers, such as the advertiser or seller id, with third parties for purposes of troubleshooting and auditing.
9. Limitation of Liability
(a) Each Party’s entire liability under or in connection with this Agreement or any Order Confirmation, whether arising in contract, tort (including negligence and breach of statutory duty) or otherwise, shall not exceed the amounts of Fees actually paid by Customer to Company for the Services set forth in the applicable Order Confirmation in the prior six (6) months from the date on which the claim arose.
(b) Company shall not be liable to Customer for any loss, damage or destruction of software or systems (temporary or otherwise) which may occur during the provision of Services, except and only to the extent that it is solely caused by Company. Company shall not be liable to Customer if any hardware or software used in conjunction with the Services malfunctions, fails or is otherwise unable to communicate with other systems or internet users (including where computer viruses have caused such failures) such that the use of the Services is hindered or impeded.
(c) IN NO EVENT WHATSOEVER SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, SAVINGS, BUSINESS, BENEFITS, DATA, GOODWILL OR REVENUES OF ANY KIND, EVEN IF THE PARTY SO AFFECTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE CAUSE OR FORM OF ACTION (WHETHER BREACH OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).
10. Indemnification
(a) Company agrees to defend, indemnify and hold harmless Customer, its subsidiaries and affiliates and their respective officers, directors, employees and agents from and against all costs, damages, claims and liabilities bought by third parties (including reasonable outside attorney’s fees) arising out of or related to: (i) any breach of this Agreement by Company which is not cured pursuant to the cure provisions contained herein; (ii) any grossly negligent or willful act by Company; and (iii) any personal injury, death or property damage directly caused by Company.
(b) Customer agrees to defend, indemnify and hold harmless Company, its subsidiaries and affiliates and their respective officers, directors, employees and agents from and against all costs, damages, claims and liabilities (including reasonable outside attorney’s fees) arising out of or related to: (i) any breach of this Agreement by Customer which is not cured pursuant to the cure provisions contained herein; (ii) any negligent or willful act or omission by Customer or its employees, contractors and/or subcontractors; or (iii) any personal injury, death or property damage caused by Customer, its employees or Customer’s products or platform as applicable.
11. License to Use Customer Marks
Customer hereby grants to Company the non-exclusive, non-transferable, limited, revocable right to use Customer’s name, trademarks and logo during the Term to communicate the relationship with Customer. Customer hereby warrants and represents that it is the true and sole owner of registrations, applications and/or common law rights in and to the trademark, copyright, or other intellectual property rights in and to Customer name, trademark and logo. Customer agrees that Company may identify Customer as a Company’ customer and may display the Customer logo on Company’s “partners page” on the Site.
Company may use Customer’s name, logo, and trademarks during the Term to identify Customer as a licensee of the Platform. Customer further consents to Company using Customer’s success statistics (as percentages only or, alternatively, in a de-identified manner) for Company’s marketing purposes (i) on digital properties such as the website, social media, and press releases, (ii) in downloadable assets such as eBooks, case studies, reports, and award submissions, and (iii) in event signage and slides. Company agrees to use commercially reasonable efforts to promptly cease such usage if Customer revokes its consent expressly in writing.
12. Force Majeure
Neither Company nor Customer shall be liable for any delay in performance or non-performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, pandemic, epidemic, public health crisis, quarantine, riot, war, government intervention, embargoes, employee strikes or other difficulties which are beyond the reasonable control and without negligence or other fault of such party (“Force Majeure”). Any such Force Majeure event shall not relieve Customer of its payment obligations.
13. Notices
All notices from either Party to this Agreement to the other shall be in writing and shall be deemed to have been properly given (a) the date the notice was actually received by the receiving party as evidenced by proof of delivery as either stated on the return receipt if sent by registered or certified UK. mail, postage prepaid, special delivery with return receipt requested or on the tracking documentation if sent by a nationally recognized express courier; (b) when delivered in person;
If to Customer at the address set forth in the most current Order Confirmation.
If to Company:
Contact Information
e-Commet Limited
Suite 5378
Unit 3A
34-35 Hatton Garden
Holborn, London
EC1N 8DX
14. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes shall be resolved in the courts of London, UK.
15. Dispute Resolution
(a) Unless otherwise specified in an applicable Order Confirmation, the Parties shall make a good faith effort to resolve any disputes arising from this Agreement through negotiation before pursuing formal legal action. Either Party may provide the other Party with written notice of a dispute. Within twenty (20) days of receiving such notice, senior executives from both Parties with the authority to resolve the dispute shall meet at a mutually agreed-upon time and location (or via virtual meeting) to discuss and attempt to resolve the matter. If legal representatives will be present, the other Party must be given at least seven (7) days' notice. All negotiations under this clause shall remain confidential and be treated as privileged settlement discussions.
(b) Subject to Section 15(a) contained above, if the dispute remains unresolved after negotiation, the Parties agree to settle the matter through binding arbitration in accordance with the Arbitration Act 1996 (UK) or any successor legislation. The arbitration shall be conducted before a single arbitrator, mutually agreed upon by both Parties, under the rules of and through the London Court of International Arbitration (LCIA). If the Parties fail to agree on an arbitrator within thirty (30) days, the LCIA shall appoint one.
(c) This clause does not apply to:
(d) Each Party shall bear its own legal fees and costs related to dispute resolution, except where an arbitrator or court orders otherwise.
16. Entire Agreement
This Agreement constitutes the entire agreement and supersedes any and all other understandings and agreements between the Parties with respect to the subject matter hereof and no representation, statement or promise not contained herein shall be binding on either party. Any Order Confirmation may only be modified by a written amendment that is signed by persons authorized to sign on behalf of each Party hereto or by the substitution of a replacement Order Confirmation. The Parties agree that notwithstanding the foregoing or anything else to the contrary contained herein Company reserves the right to change, modify and/or update these Terms which form a part of the Agreement. Customer acknowledges and agrees that it is the sole obligation of Customer check these Terms for any changes, modifications and/or updates. This Agreement or any Order Confirmation shall not be supplemented or modified by any course of dealing or trade usage. Each Order Confirmation, including any work performed whether under a signed Order Confirmation or not, shall be governed by the terms of this Agreement. In the event of any conflict between the terms contained in this Agreement and those found in any applicable Order Confirmation, the latter shall control. If Customer requires the production and inclusion of any purchase order then Company expressly rejects any terms contained therein and the Parties expressly agree that any Customer terms contained in any purchase order shall have no effect and be considered void.
17. Authority
Each Party represents and warrants that the individual entering into this Agreement on behalf of Customer is duly authorised to bind Customer, and this Agreement shall constitute the valid and binding agreement of such Party, enforceable in accordance with these Terms.
18. Independent Contractors
Company shall, at all times, be deemed to be independent contractors and shall not be deemed to be employees, agents, joint venturers, partners or representatives of Customer, or be authorized or empowered to create any claim, debt or obligation on behalf of Customer. Non - Solicitation: For the duration of this Agreement and for a period of 12 months following its termination, neither Party shall directly or indirectly solicit or hire any employees or contractors of the other Party who have had access to Confidential Information related to this Agreement.
19. No Guarantee
Company makes no representation of any kind concerning the results of Customer’s use of the Services. Company makes no assurances as to any particular outcome, including increased income, sales, and/or any other outcome, based on the use of the Service, or any other products or service offered by the Company.
e-Commet will implement industry best practices to improve campaign performance, but we do not guarantee specific sales or advertising performance metrics.
e-Commet shall not be held liable for business losses resulting from external market changes, Amazon policy shifts, or operational disruptions beyond its control.
20. Miscellaneous
These Terms constitute the entire agreement between the Parties. No amendments or modifications shall be valid unless made in writing and signed by authorised representatives of both Parties.
27. Survival
Sections 2, 3, 5, 9,10, and 13 through 20 as well as those obligations or responsibilities contained in this Agreement and each Order Confirmation which are continuing in nature shall survive the expiration or termination of this Agreement or the applicable Order Confirmation.
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