Part 1: The Business Agreement, Decoded
Sellers: What Did You Really Agree to in the Business Agreement? Part 1 of our eye-opening series examines the Amazon Business Agreement, Sections 1-5. If you’re suspended from Amazon and can’t figure out why this is a good place to start.
PART 1: Enrollment, Fees, Term and Termination, Licenses, Representations
1. ENROLLMENT. A short summary: sign up for your seller account and give Amazon your proper name, address, contact information, business information, etc. The usual.
Here’s the fine print in clause 1: “ We may at any time cease providing any or all of the Services at our sole discretion and without notice.”
There it is, suspended sellers: you have agreed to allow Amazon to cut you off from selling on the platform at any time, at their discretion, without telling you the reason.
Is it fair? No. Did you agree to it? Yes.
2. SERVICE FEE PAYMENTS. Provide a valid credit card for fees, provide a valid deposit method for your disbursements. Again, simple at first.
The fine print in this clause: Sellers, please understand that Amazon’s definition of an acceptable method of payment for seller fees can be “modified or discontinued” at any time and without notice.
Here’s the worst part of this section: If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to Amazon or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to Amazon or third parties persist.
Yes, this can mean permanent withholding of a seller’s funds. This is stated verbatim in the last sentence of section 2.
3. TERM AND TERMINATION. Amazon may terminate your selling privileges at any time. Let’s repeat that again: Amazon may terminate your selling privileges at any time.
They will send you a notice, of course, but only once that decision is made by their team. You may terminate your seller account, but only by the means outlined in the agreement. Also, upon termination of your Amazon agreement, most of the parts that benefit Amazon can and will be upheld.
Here’s what you agree to when opening your seller account: Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 19 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
4. LICENSE. The short summary: Amazon has the rights to utilize your brand’s trademark in any way they decide.
By simply operating a seller account, you grant Amazon.com “a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials.”
However, on the other hand, if you dare infringe upon another seller’s trademark, Amazon leaves it up to the two parties to battle it out among themselves.
5. REPRESENTATIONS. This blanket phrase is a statement regarding how a seller identifies themselves or their business on Amazon. Essentially, this section nails down the fact that one person or entity cannot operate many different seller accounts.
The ultimate sentence here, though, is found in the last part. Section E knocks down the inauthentic items issue right here in plain sight: “You and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.”
Hear that, everyone? If your supplier isn’t compliant with the Amazon agreement, you aren’t either.
Don’t worry – the Business Agreement is over 40 pages long. We have plenty more to say about it – stay tuned for Part 2.