Reimbursement Services Terms & Conditions

Terms of Proposal

These Terms of Proposal set out the principal terms on which you agree that RT7 Digital Limited (“RT7”) shall provide you with Vendor Reimbursement Services in relation to  the Amazon marketplace, as listed under clauses 2.1 to 2.7 below  (each and together the “Reimbursement Services”), subject to and in accordance with clauses 1 to 6, 8.5(c), 8.5(d), 11 and clauses 13 to 26 (inclusive) of the RT7 Standard Terms (Terms). Capitalised terms which are used but not defined within the Annex or elsewhere in these Terms of Proposal shall have the meaning ascribed to them within the Terms. In the event of any conflict between these Terms of Proposal, the remainder of the Proposal and the Terms, these Terms of Proposal shall take precedence. 

1. In consideration for the payment by the Customer of the Commissions to RT7, RT7 shall provide the Reimbursement Services to the Customer as set out hereunder. 

2. RT7 shall on behalf of the Customer:

2.1 Analyse all disputable and recoverable charges, and unrealised revenues, and report on these to the Customer in the form of an audit;

2.2 Dispute Shortage Claims, Chargebacks, Co-op Charges (including audits), Returns, Overages, Nilages, Referral Fees, FBA Fees, Bulk Buys, Price Claims, FBA Storage Fees and any other disputable and unrealised funds, with Amazon (it being understood that notwithstanding anything else in this Proposal, RT7 cannot and does not provide any guarantee in respect of reimbursement of any sums);

2.3 Use reasonable endeavours to recover lost or unrealised revenues in connection with any such claims and dispute or submit to Amazon so that Amazon reimburses or pays out the same to the Customer; 

2.4 Perform a Root Cause Analysis of recoverable and unrealised funds during the provision of the Services, looking to reducing possible future instances; 

2.5 Provide specialised training to the Customer on specific aspects pertinent to the Reimbursement Services (billed separately), for the Customer to improve its internal controls and processes; 

2.6 Negotiate on the Customer’s behalf to lower the overall cost on their Vendor account by altering or removing existing terms such as coop agreements, early payment discounts, and others (“Negotiation Services”). The difference between the initial Amazon terms percentage and the final percentage would be the amount saved.

2.7 Accept any settlement offers on behalf of the Customer.

3. The Customer:

3.1 shall grant access to their Vendor Central account/s (on the Amazon marketplace) to RT7 for the duration of the Proposal and for 12 months thereafter, in order for RT7 to monitor and reconcile settlements and payments made by Amazon to the Customer, and where such access is removed within such period, RT7 will bill the client for the average recovery rate on the disputable charges and unclaimed revenues; and

3.2 hereby acknowledges and agrees that any Commissions or sums payable to RT7 in respect of claims lodged by RT7 during the period of the Proposal and which are settled by Amazon within 12 months after the expiry of this agreement, shall still be due and payable to RT7.

4. RT7 shall within 15 business days from the end of each month during, and in the month following the end of the Term, provide the Customer with a report detailing:

4.1 the sums (if any) recovered by RT7 and reimbursed to the Customer in respect of that month; 

4.2 the sums (if any) saved by Customer in respect of that month as a direct or indirect result of the Negotiation Services;

4.3 the updated log of the claims and settlement status for each dispute (if any) raised on behalf of the Customer in respect of that month; and

4.4 the Commissions payable on such sums, if any (“Service Report”).

4.5 while RT7 will endeavour to submit such reports every month, any delays in reporting do not remove RT7’s claim to the commission for recovered sums. 

5. The parties acknowledge and agree that sums shall be deemed to be reimbursed to the Customer once shown on an Amazon remittance advice as having been paid.

6. RT7 shall upon sending the Service Report to the Customer send an invoice for the Commissions due to RT7 plus VAT (which invoice may be included within the same document as the Services Report) and the Customer shall pay such invoice within 15 days of receipt. For the avoidance of doubt, where Commissions are payable to RT7, Customer shall pay these irrespective of the balance of its Amazon account.

7. So that RT7 may provide the Reimbursement Services the Customer shall fully cooperate with RT7 in connection with the Reimbursement Services including without limit: (i) in relation to set-up; (ii) provision of access to relevant documentation; (iii) continued access to all relevant parts of the account; and (iv) administrative support on queries.

8. The Reimbursement Services shall be provided for the period set out in the Proposal. 

Annex

Definitions:

Bulk Buys: occur when Amazon submits a Purchase Order for multiple quantities of goods in exchange for a lower price per unit, but where either the price or quantity is miscalculated.

Case Log: a message sent to Amazon through the Seller Central or Vendor Central portal using the case log system on the Amazon platform;

Chargeback: a charge billed by Amazon to the Customer for compliance issues in connection with the Amazon platform, such charge billed in relation to a specific Amazon Standard Identification Number (ASIN) on specific Purchase Orders;

Chargeback Commission: a commission equal to 25% of all sums recovered from Amazon by RT7 pursuant to the Reimbursement Services together with any actual out-of-pocket expenses, third-party fees and expenses;

Commissions: the Chargeback Commission and the Negotiation Commission;

Co-op Charge: a charge billed by Amazon against the Customer based on co-op agreements for services such as overstock allowance and marketing;

FBA Fee: a fee charged by Amazon in relation to the storage or distribution of a product through Amazon FBA;

FBA Storage Fee: the Amount Amazon charges for products to be stored in its warehouse;

Launchpad: an Amazon programme that launches and accelerates new brands;

Nilage.  Where Amazon has received stock but a correct and corresponding invoice has not been levied against the goods;

Negotiation Commission: a commission equal to 50% of all sums saved by the Customer as a direct or indirect result of the Negotiation Services in the twelve months from the date on which the relevant negotiated change(s) takes effect together with any actual out-of-pocket expenses, third-party fees and expenses;

Overage: where Amazon reports having received stock over the level accepted on a Purchase Order

Price Claim: a credit memo from Amazon where a product purchase price should have been lower on a Purchase Order.

Purchase Order: an order received by the Customer from Amazon;

Referral Fee: A fee charged by Amazon for the sale of a product through the Amazon seller platform, calculated based on the product category and enrollment in programs such as Amazon Launchpad;

Returns: Items returned by Amazon to the Customer and billed at the purchase price Amazon paid for them; and

Root Cause Analysis: analysis of the causes necessitating the Reimbursement Services;

Shortage: an amount of stock deemed by Amazon not to be received, which results in underpayment of an invoice and gives rise to Amazon to issuing a Shortage Claim;

Shortage Claim: a credit memo submitted by Amazon against an invoice from the Customer in connection with stock which Amazon does not have recorded as having been received from Customer.