Terms of Proposal

These Terms of Proposal set out the principal terms on which you agree that RT7 shall provide you with Recovery and Optimisation 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 RT7Digital (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 Customer of the Commissions to RT7, RT7 shall provide the Recovery and Optimisation Services to the Customer as set out hereunder. 
   
   

2. RT7 shall on behalf of the Customer:

• dispute Shortage Claims and Chargebacks with Amazon;

• dispute Co-op Charges, Returns,  Referral Fees, FBA Fees, and FBA Storage Fees;

• use reasonable endeavours to recover lost revenue in connection with such Shortage Claims, Chargebacks, Returns, Co-op Charges, Referral Fees, FBA Fees, FBA Storage Fees and other recoverable funds (it being understood that notwithstanding anything else in this Proposal, RT7 cannot and does not provide any guarantee in respect of recovery of any sums); 

• perform a root cause analysis at or around commencement of the Recovery and Optimisation Services and further analysis from time to time with view to reducing possible future deductions in connection with Chargebacks and other fees;

• maintain a record of the claims and settlement status for and on behalf of the Customer;

• provide specialised training to the Customer on specific aspects pertinent to the Chargeback Service (billed separately), in order for the Customer to improve its own internal controls and processes (2(i) to and including 2(vi) each and together the “Chargeback Services”); and 

• negotiate on the Customer’s behalf to remove unnecessary agreements from the account  or unwanted terms such as  early payment discounts (“Negotiation Services”), (the Chargeback Services and Negotiation Services together the “Recovery and Optimisation Services”, and “Services” for the purposes of the Terms).

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

• the sums (if any) recovered by RT7 in respect of that month; 

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

• the updated log of the claims and settlement status for each dispute raised on behalf of the Customer; and

• the Commissions payable on such sums (“Service Report”).

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

4. 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. 
   
   

5. In order that RT7 may provide the Recovery and Optimisation Services Customer shall fully cooperate with RT7 in connection with the Recovery and Optimisation 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.
   
   

6. The Recovery and Optimisation Services shall be provided for the period set out in the Proposal. 

Annex

Definitions:

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 [ ]% of all sums recovered from Amazon by RT7 pursuant to the Recovery and Optimisation 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;

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-month period 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;

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

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

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.