It seems like most Amazon sellers are familiar with Amazon Business Solutions Agreement (BSA). Many sellers think that they are governed by the Terms of Service or Participation Agreement. However, the agreement between sellers and Amazon is governed by Business Solutions Agreement.
This blog post will cover what is Amazon Business Solutions Agreement, the difference between Business Solutions Agreement, why sellers are under BSA, and what is Section 3 on Amazon’s BSA.
Read the entire post to learn about the changes to Amazon Business Solutions Agreement.
Before you become a seller on Amazon, you need to agree with their Business Solutions Agreement. This agreement contains the terms and conditions that govern the seller’s use and access to Amazon services. It is an agreement between the seller or the business that the seller represents and Amazon.
There are 18 points or items under the Amazon Business Solutions Agreement and I will briefly discuss each of them.
Sellers must first register for one or more of the Services before they can begin the enrollment process. The Services are only available to persons who are legally permitted to engage in and make contracts under applicable law.
Sellers must provide Amazon with their name or their business’ legal name, phone number, address, and e-mail address, as well as any other information that Amazon may require as part of the application. Any personal information you give them will be handled according to Amazon’s Privacy Notice.
The appropriate Service Terms and Program Policies contain information about fees. Sellers are solely liable for all costs associated with this Agreement.
To use a Service, you must provide us with valid credit card information for a credit card or credit cards that Amazon accepts, as well as valid bank account information for a bank account or bank accounts that Amazon accepts.
You will only use a name in connection with a Service that you are allowed to use, and you will update all of the information you give to us in connection with the Services as needed to ensure that it is accurate.
The period of the Agreement with Amazon will begin on the date of your completed registration for use of a Service and will end when either the seller or Amazon terminates it. You may cancel your account or this Agreement at any time by sending them a notice via Seller Central, email, the Contact Us form, or other similar means. With 30 days’ notice, Amazon may terminate your account or this Agreement for convenience.
However, Amazon can terminate or suspend your account immediately due to the following reasons:
Amazon will immediately notify you of any suspension or termination via email or other means such as Seller Central. The reason why your account is terminated or suspended will be included as well as options to appeal if possible. However, if Amazon believes that providing such information can affect or hinder their investigation, they have the option not to give you more details about it.
Sellers grant Amazon a royalty-free, non-exclusive, worldwide right and license to use any and all of Your Materials for the Services or any other Amazon product or service for the duration of your original and derivative intellectual property rights, and to sublicense the foregoing rights to Amazon’s Affiliates and operators of Amazon Associated Properties.
However, Amazon will also not change any of the sellers’ Trademarks from the form provided by them, except to resize trademarks necessary for presentation. Amazon will also honor seller’s requests to have specific uses of Your Materials removed in the event that you are unable to do so using standard functionality made available to you via the applicable Amazon Site or Service.
Both Amazon and sellers represent and authorize that:
If it’s a business, it’s properly organized, validly operating, and in good standing under the laws of the nation where it’s registered, and you’re registering for the Service(s) in that country.
It possesses all of the necessary rights, authority, and power to enter into this Agreement, perform its responsibilities, and grant the licenses, rights, and authorizations set forth herein.
Any information submitted or made available by one party to the other or its Affiliates is accurate and complete at all times.
It is not subject to sanctions or appointed on any list of restricted or prohibited parties, or owned or controlled by such a party, including but not limited to the lists maintained by the UN Security Council, the US Government, the European Union, or its member states, or any other applicable government authority.
Seller Indemnification Obligations
You agree to indemnify, defend, and hold Amazon, its directors, officers, employees, and agents harmless from any third-party claim, damage, loss, cost, settlement, expense, or other liability arising from or related to:
Amazon’s Indemnification Obligations
Amazon shall defend, indemnify, and hold you and your directors, officers, employees, and agents harmless from any third-party claim resulting from or related to the following:
Process
If any indemnified Claim threatens to harm Amazon, they may voluntarily intervene in the proceedings at their own expense, to the extent permitted by applicable law.
However, if one party settles any claim that is exclusively aimed at and affects that party, both Amazon and the seller may agree to the entry of any judgment or engage in any settlement of an indemnified claim without the prior written approval of the other party, which may not be unreasonably withheld.
As a seller, you use Amazon sites, seller central, and their services at your own risk, except for those set out in sections 5 and above.
Amazon will not be liable to sellers or other people whether in warranty, contract, tort for any costs of cover, recoupment of any investment, recovery made by the seller or its affiliates in connection with loss of profit or with this agreement.
If the overall revenues from Your Transactions in any given month exceed the appropriate Insurance Threshold, the seller will maintain umbrella, commercial general, or excess liability insurance with the Insurance Limits per occurrence and in aggregate that covers the liabilities caused by the operation of the business, products, and bodily injury at the expense of the seller for the remainder of the term.
The seller will be responsible for the reporting, collection, and payment of all their taxes except for the following:
Sellers may get Confidential Information as a result of their usage of the Services. They agree to this during the duration of the Agreement and for 5 years following its termination.
Amazon will not be liable for any delay or failure to perform any of its responsibilities under this Agreement as a result of events, or other circumstances beyond Amazon’s reasonable control.
Amazon and the sellers are independent contractors, subject to the Transaction Processing Service Terms (where the Elected Country for a Service is the United States). Nothing in this Agreement creates a partnership, franchise, agency, joint venture, sales representative, or employment relationship between Amazon and sellers.
No power will be given to sellers to make or accept any offers or representations on its behalf. Amazon and the seller will not have an exclusive connection as a result of this Agreement.
Amazon will be free to use, reproduce, disclose, license, modify, transfer, and distribute any of the materials or foregoing information in any manner if the seller or its affiliates elect to provide comments, suggestions, improvements, feedback, or ideas to Amazon in connection with or related to any Amazon service or site.
Amazon will provide at least 15 days’ notice in compliance with Section 18 for any changes in the agreement. However, Amazon may modify or change the Agreement anytime immediately if it is related to legal, fraud, regulatory, security reasons, and abuse prevention.
Continued use of the Services after any changes to the agreement on the effective date in accordance with this Section 15 will be deemed acceptance of that change. Sellers agree not to use the Services and to terminate the Agreement as specified in Section 3 if any change is objectionable to them.
Any password provided by Amazon is only valid for the duration of the Term and can only be used to access Seller Central or other tools to utilize the Services, electronically accept transactions, and review completed transactions. Sellers are responsible for keeping their passwords secure. They are solely liable for any use of or activity taken under their password (other than third parties permitted by sellers to use their account in line with this Agreement). If the password has been compromised, it must be changed right away.
Sellers are not allowed to indirectly or directly transmit, re-export, cause to be re-exported, exported, or transmitted any technology and commodities to other countries, corporations, individuals, organizations, or entities to which export, re-export is prohibited including individuals, countries, organization, corporation, or entity under sanctions administered by the UN, US Departments of State, European Union or other government authority.
The Agreement will be governed by the Governing Laws, without regard to any choice-of-law provisions or the Convention on Contracts for the International Sale of Goods. If the Elected Country is the United States, Mexico, or Canada, Amazon and the seller agree that any dispute or claim with Amazon or its Affiliates relating to this Agreement or the seller’s use of the Services will be resolved by binding arbitration as stated in this paragraph, rather than in court.
However, it has exceptions to the following:
While the terms under Business Solutions Agreement and the Participation Agreement are almost the same, they have several differences. First, BSA is considerably longer than the Participation Agreement. Another difference is that BSA is broader and sad to say has more restrictions on sellers and is more beneficial for Amazon.
Also, under the General terms of BSA, it states that “If there is any conflict between these General Terms and the applicable Service Terms and Program Policies, the General Terms will govern and the applicable Service Terms will prevail over the Program Policies.”
This means that BSA will govern in case there are conflicts between BSA and the Terms of Service or Participation Agreement.
As mentioned above, Section 3 of the Amazon Business Solutions Agreement is Term and Termination. Sellers need to know the importance of Section 3 to avoid the termination of their accounts.
Here’s a summary of Section 3:
Many sellers had their accounts suspended and most of the time had accidentally violated a policy. To prevent this from happening, it pays to read and understand the entire BSA, especially Section 3.
Amazon had made several changes to their Services Business Solutions Agreement, effective September 1, 2021. Below are the changes to the BSA.
Sellers continued use of Selling Services even after the changes had been made constitutes their acceptance of the changes and updates in the agreement.
The Amazon Business Solutions Agreement is made to protect the interests of both sellers and Amazon. However, reading through it and with all the changes, it seems like the Agreement is more favorable to Amazon, which is not surprising. In any case, it pays to have an Amazon seller lawyer in case you violate a policy and have your account suspended.
Are you aware of the content of the Amazon Business Solutions Agreement? What do you think about it? Share your thoughts in the comment section below.
