Ecoformix Ltd t/a Constellation Commerce
Terms of Business
These terms apply to the services we provide. Please read them together with the proposal, engagement email, client area page or invoice for your engagement (your “proposal”). If your proposal says something different, your proposal wins.
1. Who we are
These terms apply to services provided by Ecoformix Ltd, trading as Constellation Commerce, a company registered in Northern Ireland (company number NI712157), registered office 48 Bachelors Walk, Lisburn, County Antrim, BT28 1XN (“we”, “us”). You can contact us at [email protected].
Some technical or delivery work may be carried out by other companies in our group or by our subcontractors. We remain responsible to you for the services.
2. Business customers only
Our services are for businesses, sole traders and other organisations acting in the course of their business. We do not provide services to consumers. By engaging us you confirm that you are acting for the purposes of your business, which means consumer cancellation rights do not apply.
3. Services
We provide Amazon and marketplace services, including account reinstatement and suspension appeals, At Risk recovery, our 60-day Account Health Management programme, account monitoring and protection, verification support, listing reinstatement, compliance and dangerous goods support, brand protection, listings, content and creative, Amazon Ads, Seller Central operations, marketplace expansion, consultation, and reporting and software. The services in your case are those set out in your proposal.
4. No guaranteed outcome
All decisions on account reinstatement, verification, listing status, account health and enforcement rest with Amazon or the relevant marketplace. We do not control, influence, represent or act for Amazon. We do not guarantee that any account or listing will be reinstated, that any verification or document will be accepted, or how long any decision will take. We do not guarantee specific sales, rankings, advertising results, savings or other commercial outcomes unless we expressly agree to in writing. Our fees are for the work we do, not for a particular result.
5. Fixed fee matters and programmes
Where we agree a fixed fee for a reinstatement or appeal, the fee covers all appeals, escalations and correspondence with Amazon on that matter until it is resolved. Resolved means the account or listing is reinstated, or Amazon has issued a final decision with no further appeal available.
Where we agree a fixed fee programme for a set period, such as the 60-day Account Health Management programme, the fee covers the work described in your proposal for that period.
A new suspension, deactivation or unrelated enforcement action that arises after we are engaged is a separate matter. We will tell you and agree a fee with you before starting work on it.
6. Monitoring and protection
Where your proposal includes account monitoring:
- we check the agreed accounts for new Account Health flags, policy warnings, performance notifications and suppressed, blocked or removed listings, normally every day;
- routine fixes are included. These are responding to warnings and flags, fixing listing issues, and preparing and submitting the documents Amazon asks for;
- we aim to start work on anything new within 24 hours of seeing it. This is a target, not a guarantee, and depends on Amazon’s systems, the access you give us and how quickly we receive information we need from you; and
- a suspension, deactivation, full reinstatement, or work on accounts outside the agreed list, is not a routine fix. We will tell you and agree a fee before starting.
Monitoring relies on the information and notices Amazon makes available. We cannot prevent action Amazon takes without warning, and we are not responsible for issues Amazon does not report, or that arise from information we were not given.
7. Free services
We sometimes provide services free of charge, such as our free Account Health check, or monitoring of additional accounts included with another engagement. Free services are provided as described when we offer them and for the period stated, after which they end unless we agree otherwise.
A free Account Health check is a written opinion based on the information you give us. It is not a full audit, and you should not rely on it alone when making decisions.
Where a free service involves an account you do not own, the account holder must agree before we start. Our total liability for any free service is limited to £100.
8. Fees and payment
- Fees are payable in advance unless your proposal says otherwise. Work starts when we receive cleared funds.
- Fees are quoted excluding VAT, which is added at the applicable rate. Where we show a total to pay, it includes VAT.
- You can pay by card through a secure payment link from our payment provider (currently Revolut), or by bank transfer to the account shown on our invoice. We do not see or store your full card details.
- We email a VAT invoice once payment is received. A payment provider’s receipt is not a VAT invoice.
- Monthly fees are payable in advance each month until the service ends under clause 16.
- Fees are non-refundable, including where the outcome sought is not achieved, where you end the engagement before the matter concludes, or where an account is reinstated by any route other than our work.
9. Partners and third party payers
Where a fulfilment partner, agency or other business (a “partner”) engages or pays us for work on an Amazon account it does not own:
- the partner confirms it has the account holder’s agreement for us to do the work, and to share information about the account with the partner;
- the partner is responsible for paying our fees, unless we agree in writing that the account holder will pay;
- we may ask the account holder to confirm their agreement and to give us access directly; and
- the account holder remains responsible for its own account, products and compliance.
Where someone else pays on your behalf, you remain bound by these terms.
10. Account access
We never ask for your Seller Central password. Where the work needs access to your account, you add us as a user with only the permissions the work needs, or authorise us through Amazon’s Service Provider Network or another route Amazon requires. You confirm you are entitled to give that access. We will only access what the services need, will not make changes outside the agreed scope without your approval, and you can remove our access at any time.
11. Your responsibilities
You will give us promptly and in full the information, documents, correspondence, case IDs and access we reasonably ask for, and make sure they are accurate and complete. While we are engaged on a matter, please do not send your own appeals or correspondence on it without telling us first, as conflicting submissions can damage a case. Delays or inaccuracies on your side may affect timescales and outcomes, and we are not responsible for their consequences.
You remain responsible for your products, listings, claims, safety and regulatory compliance, and for the business decisions you make.
12. Compliance support is not legal advice
We help sellers meet Amazon’s requirements, including dangerous goods classification, safety data sheets and exemption sheets, product safety (GPSR), hazard labelling (CLP), product claims and intellectual property complaints. We are not solicitors and we do not give legal advice.
Our documents and recommendations are based on information provided by you and your suppliers, and are prepared for Amazon’s processes. Responsibility for the safety, labelling and legal compliance of your products stays with you as the seller, brand owner or manufacturer. Where you need legal advice, for example on a trade mark dispute, you should take it from a qualified lawyer.
13. Client area
If we give you access to our client area at clients.constellationcommerce.io:
- access is for the named people we set up, who sign in with a one-time code sent to their email. Please do not share codes or access with anyone else;
- figures and reports are for information. They may be up to a week old and are not a substitute for your own records or Amazon’s;
- we record sign-ins and the pages viewed, and our team may be notified when a page is opened so we can follow up; and
- we may change, suspend or remove access at any time, and access ends when the engagement ends.
14. Confidentiality and publicity
Each of us will keep the other’s confidential information confidential, use it only for the engagement, and disclose it only to people who need it for that purpose or where the law or a regulator requires. This does not apply to information that is already public or that was lawfully held before it was disclosed.
We will only name you, or use your words or results publicly, with your agreement.
15. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.
Subject to that, our total liability arising out of or in connection with the services is limited to the fees you paid for the matter giving rise to the claim. We are not liable for loss of profits, revenue, sales, business, anticipated savings, goodwill, business opportunity or data, or for any indirect or consequential loss, whether or not foreseeable. We are not responsible for actions taken by Amazon or any other marketplace.
16. Ending the services
Either of us may end ongoing monthly services on 30 days’ written notice. Either of us may end the services immediately by written notice if the other commits a material breach that is not put right within 14 days of written notice, or becomes insolvent. Fees already paid are not refundable when the services end. Clauses 4, 8, 12, 14 and 15 continue to apply after the services end.
17. General
These terms and your proposal form the whole agreement between us and replace any earlier discussions. No change is effective unless agreed in writing. Nothing in these terms creates a partnership, joint venture or agency between us. No one else has any right to enforce these terms. We may update these terms from time to time; the version in force when you engage us applies to that engagement.
18. Governing law
These terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the law of Northern Ireland, and the courts of Northern Ireland have exclusive jurisdiction.