General terms and conditions

1. General

This cooperation agreement (“service agreement”) sets forth the terms and conditions under which Your Amazon Partners Oy (3209350-4) and it’s partner companies “supplier”, (including Kaimana Oy, Norest Consulting Oy and Jungle Group Oy) shall provide services (“services”) relating to Amazon exportation and marketing communication or digital marketing, specified in this service agreement, to its customer (“customer”). General terms and conditions are applied unless the service agreement states otherwise.

The supplier will sell and market customer’s products through Amazon Seller Central account that the supplier has created on behalf of and for the customer.

Based on the recommendation of the supplier, the contracting parties shall choose the target market(s) jointly.

The supplier envisages promoting the sales of the products mentioned above as it thinks appropriate. These activities shall include:

• Creation of a product listing
• Comprehensive optimization of the product listing
• Creation and optimization of Amazon advertisements
• Execution of Coupon, Promotions and Lightning Deal campaigns
• Creation of an expedition plan
• Customer service for the Amazon account
• Any other activity the supplier thinks appropriate
• Activities agreed on separately through e-mail and phone
• The supplier shall provide the above-mentioned expertise at its own discretion independently.
• The products referred to in this agreement are subject to separate agreement via e-mail.

2. Customer’s interest

It is for the supplier to monitor and ensure the customer’s interest. Agreement between the customer and the supplier does not restrict the customer’s right to use other suppliers for additional marketing services that are not specified in the original service agreement.

3. Trade secrets

During the cooperation, the parties may exchange information and material that are considered as trade or professional secrets (“confidential material”). The contracting parties shall, at all times, seek to protect the secrecy of the confidential material and may not divulge any confidential information in any form to a third-party. Furthermore, copying confidential material is strictly prohibited. The confidentiality obligation shall bind even after the expiry of this service agreement.

Confidential material shall be used only for the services and activities that are consistent with the obligations described in this service agreement.

The confidentiality obligation does not apply to information which i) was in possession of the parties or was public prior to disclosure hereunder, or ii) became public without breach of the confidentiality obligations or due to action by public authorities, or iii) is otherwise known to contracting parties.

4. Liabilities

General

The contracting parties shall comply with laws and follow the ICC Advertising and Marketing Communications codes. The parties shall appoint a contact person who has the authority to deliver decisions and binding directions regarding the services delivered and specified in the service agreement.

The contracting parties are not liable nor responsible for damages caused by external reasons, that shall include (without being limited to) strikes, lockout, disruptions in telecommunication or traffic, or other factors that are considered as force majeure. Contracting parties shall immediately notify each other in case of unexpected obstacles that will influence the cooperation and provide an estimate of the disappearance of such obstacles. If an unforeseen obstacle delays the ongoing cooperation for more than sixty (60) days, the parties have the right to terminate the service agreement partially or wholly without further penalty compensation.

The supplier shall be responsible for its own work and operate under the direct control of the client.

Pricing of the products

The parties shall agree in writing on a product-specific price scale for each marketplace separately. The supplier shall, however, conduct discount campaigns prudently and independently.

Supplier

The supplier shall be responsible for its own work in accordance with the agreement. The supplier is responsible for the fact that the person responsible for the client’s product(s) is capable of and shall deliver the services to his/her sole discretion and best abilities to maximize client’s turnover and gross profit.

The supplier shall be responsible for the customer’s material and deliverables until the delivery to the client or a third-party in accordance with this service agreement.

The supplier shall take care of the customer’s material and any project-based specific material during the contracting period unless otherwise agreed. Any material in electronic format shall be preserved for one (1) year following the termination of the agreement. The supplier shall preserve the material with the same due care and attention it uses in handling its own material.

The supplier does not have an obligation to backup copy customer’s material. Furthermore, the supplier is not responsible for the data content present on the marketplace or online service unless agreed otherwise. The supplier shall not be responsible for material damages caused by electric malfunction, damages in electronic equipment, fire or burglary.

In case the customer is, in response to the assignment or its outcome, subject to an investigation conducted by Finnish Competition and Consumer Authority or other entity or summoned to the court, the supplier shall provide assistance to the customer under separately agreed terms.

In case of contract breach, the supplier is responsible for compensating for a maximum of two (2) months’ worth of charges. If the contract breach is linked to a separate assignment, the supplier is responsible for compensating the full amount of the separate assignment, up to a maximum of EUR 30.000. The supplier is not responsible for any consequential damages.

Customer

The customer shall be responsible for bearing its own costs. The customer shall be responsible for all possible fines, expenses, damages, sanctions and claims for compensation resulting from Amazon sales and marketing actions by the supplier in so far as these relate to the client’s product, product packaging or other contents of product packaging. The customer shall be responsible for the lawfulness of its conduct and obligations independently. The customer shall be responsible for all expenses, damages and claims for compensation, in the true sense of the words, resulting from products and packaging of products. The customer shall be responsible for all expenses resulting from services unless otherwise agreed.

The customer shall confirm through its signature that it has understood the supplier shall not and cannot be required to offer any legal, clearance, authorization, marketing authorization, certification or tax advice. This kind of advice is outside the scope of this service agreement, although the above-mentioned service can be required with regard to the Amazon sales.

The customer shall be obliged to give the supplier all necessary background information and material for successful service delivery. The customer is responsible for the accuracy of the information and authority of the use of the material it has delivered to the supplier, as well as of the use or publication of advertising it has proved.

The customer is obliged to positively contribute to the collaboration as agreed in the service agreement and to put in place the necessary resources for communication with the supplier. Also, the customer is required to participate in commenting on the delivered material. If the customer has not commented within fourteen (14) days, the material and deliverables are deemed to be accepted. The customer is always responsible for inspecting and approving the material before publishing.

The Customer is responsible for providing all the information and documents required by the Customer to perform the agreed work. If the Customer does not deliver within 30 days within the material required to perform the work requested by the Office, and the progress of the work is interrupted due to the missing material, the Office can invoice the Customer for the share of all the work done up to this point.

The customer is responsible for the safe use of any delivered usernames and passwords. The usernames and passwords should only be used in accordance with this service agreement.

The customer is responsible for the backup copies of the material delivered to the supplier.

Bearing by the customer of the matters outside the scope of services

• The customer shall be responsible for the delivery of products directly to the final customer or Amazon FBA center in accordance with the instructions of the supplier.
• The customer shall be responsible for the safety of the products, product packaging and contents of product packaging, possible certification and requirements as well as for matters, actions, summons or claims related to products, taxes and product packaging.

5. Expiration of this agreement and contracts with third-party organizations

The agreement enters into force at the time it is signed, and it is for an indefinite duration. The contracting parties may unilaterally terminate the agreement wholly by giving three (3) month’s notice.

The services defined in this agreement shall be carried out by the supplier who acts as a single supplier. The customer shall not change the supplier of the services during the term of service agreement without prior written consent of the supplier.

The supplier may use additional third-party organizations for service delivery. The customer shall always accept the use of third-party service providers.

Any contracts between third-party organizations should be concluded between the customer and the third-party organization. The customer shall authorize the supplier to draw up an agreement between a third-party organization and the customer.

The supplier shall ensure commitment to acting with due diligence and care in selecting third-party organizations. The supplier shall cater the client for all necessary information, references and other necessary variables that are capable of affecting the assessment of the third-party organization. Where required, the supplier shall conclude an NDA with the third-party organization and monitor to its best abilities the compliance with confidentiality obligations.

The supplier does not take responsibility for the actions or performance of the third-party organization unless the supplier has directly contributed to a contract breach.

6. Accepting, suspending or cancelling orders

On request of the customer, the supplier shall give a project estimate regarding any additional work. If the actual costs shall exceed the cost estimate by over twenty (20) per cent, prior authorization from the customer is required.

If necessary, the customer may suspend or cancel work that is already undertaken. The customer shall inform the supplier thereof in writing and without undue delay. Subsequently, the supplier shall further the information for media and third-party organizations. The customer shall be obliged to compensate the supplier costs incurred by then and related to already finished work, as well as costs, such as compensation to third parties, incurred and to be incurred or related to additional work as a result of suspending and/or cancellation.

7. Reclamation

The customer shall be obliged to deliver any reclamation in writing within fourteen (14) days from the original service delivery.

In cases detected by itself or on request of the customer, the supplier shall deliver a reclamation (related to quality or billing) at its own initiative and on customer’s behalf for media and third-party organizations.

8. Ownership, copyright and signatures

Within the confines established by the copyright law and in accordance with this agreement, the customer shall receive the ownership and copyrights to any material delivered after the supplier has received full payment. For the sake of clarity, it should be added that in case the material includes copyright-protected material, the supplier shall be obligated to make sure that the customer receives a license for the usage thereof.

The supplier has the exclusive right to utilize in its other activities the services, products, models, concepts, sketches, web service elements and technical solutions that are not directly connected to customer’s advertisements, models, design or other delivered material accepted and introduced by the customer in accordance with paragraph 1 of this agreement.

It is also provided that such future utilization of supplier’s own material, that is not used by the customer,
a) does not infringe the customer’s rights connected to material delivered to and introduced by the customer, and
b) shall always be in accordance with confidentiality obligations.

Unless otherwise agreed, the supplier has the right to use and present the developed material in domestic and international marketing competitions and as a reference in its future projects after the initial contracting period. Furthermore, the supplier has the right to sign or brand the developed material with its logo.

The supplier has the right to use the customer’s brand/company/product as a reference at its web site, in presentations, for purposes of marketing and other cases it sees fit. In doing so, the supplier shall take care of not disclosing information of the kind covered by the confidentiality obligations unless otherwise agreed with the customer.

9. Personal data

In order to deliver the services purchased, the supplier may have to process personal data. The supplier shall commit to handling any personal data in accordance with the GDPR and other legislation governing the processing of personal data.

The customer shall deliver the data controller privacy policy and other relevant documents for the supplier to ensure the correct data protection protocols. The customer shall be responsible for the legality of the data protection protocols and for the fact that when following such protocols, the supplier is performing in accordance with the GDPR. The contracting parties shall draw up a separate annexed agreement regarding the usage of personal data.

The customer shall commit to data privacy regulations and obligations of the data controller in so far as it concerns more specific terms between the contracting parties.

10. Pricing and invoicing

In case the contracting parties have not agreed on a fixed price, the work shall be invoiced at an hourly rate. The hourly rate will be determined as provided in the service agreement or a price list, agreed upon with the customer and revised annually. Unless otherwise agreed, the hourly rate is € 80 to 160/hour (VAT 0%), depending on the phase and complexity of the assignment.

In case of fixed price service delivery, the supplier has the right to charge half (50%) of the total price after half (50%) of the work has been completed. Furthermore, the rest of the fixed price will be charged once the project is fully completed. In case the service delivery is delayed due to unforeseeable reasons, the supplier has the right to charge the services delivered by the date of the delay.

The work based on hourly rates shall be invoiced monthly and detailed in the invoice with a minimum accuracy of fifteen (15) minutes.

The term of payment is fourteen (14) days from the date of the invoice. Any complaints regarding an invoice shall be submitted within these fourteen (14) days. In case of failure to pay on time, interest for late payment is payable under the Interest Act.

The supplier has the right to charge the customer for the possible expenses related to travel.

The supplier has the right to charge the customer for overtime work, agreed in advance, resulting from the customer’s request. However, the supplier does not have the right to charge for overtime work resulting from a delay for which the supplier is responsible for.

11. Liability to payment of compensation and limit of liability

Contracting party’s liability to payment of compensation, excluding penalties for delayed service or service level or any other contractual penalties or compensations does not exceed EUR 20.000 in total. In case a contracting party is liable to payment of a penalty for delayed service or service level or any other contractual penalty or compensation, the contracting party is also liable to payment of damage compensation in so far as the amount of the compensation for the damage exceeds the amount of penalty for delayed service or service level or any other contractual penalty or compensation. In all other respects, the General conditions for consulting KSE 2013 shall be applied.

12. Annexes to the agreement and document order of precedence

The contracting parties comply with the documents in the following order:

1. Offer made to the customer, accepted in writing
2. This agreement
3. General conditions for consulting KSE 2013

13. Dispute resolution

Any disputes between the contracting parties shall primarily be resolved through negotiation. Any dispute, controversy or claim arising out of or relating to this service agreement, or the breach, termination or validity thereof, that can not be solved through negotiation, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki.

Without prejudice to the above-mentioned, the supplier has the right to seek resolution at its own discretion in the customer’s domicile and jurisdiction, if the value of the dispute does not exceed EUR 100.000 (VAT 0%) and even if the customer has, prior to appeal submitting, contested the facts, on which a claim is based, and/or the amount of the claim.

14. The end of the contracting period

At the end of the service agreement, the customer shall pay for all the work carried out and expenses related to contracts with third parties. Unless otherwise agreed, the supplier shall charge all the work-related open installments within two (2) months after the contracting period. The customer shall be obligated to pay the uncontested invoices according to the terms of payment. The customer becomes liable for the payment of any invoices submitted after this two months’ period only, where the supplier is able to put forward admissible grounds for the invoicing delay.

Respectively, the supplier shall return all the material, user rights, contents, passwords and other relevant property to the customer or an entity specified by the customer. The supplier has the right to charge for the compilation of all material at the hourly rate agreed in the service agreement. Furthermore, the supplier shall return all the contracts with third-party organizations and other documents that are relevant to the customer.