Welcome to Sellers Umbrella, a professional Amazon consulting agency dedicated to helping businesses succeed on Amazon and other e-commerce platforms. These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between Sellers Umbrella ("we," "our," "us," or "Company") and you ("Client," "you," or "your") regarding your use of our
website at www.sellersumbrella.com (the "Website") and our consulting services (the "Services").
By accessing our Website, requesting a quote, engaging our services, or entering into any service agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any part of these Terms, you must not use our Website or Services.These Terms apply to all users of our Website and all clients who engage our Services, including but not limited to Amazon sellers, vendors, brand owners, and e-commerce businesses seeking consulting services. The relationship between Sellers Umbrella and our clients is governed by these Terms along with any specific service agreements or statements of work that may be executed for particular projects.
Core Consulting Services : Sellers Umbrella provides comprehensive Amazon consulting services designed to help businesses optimize their presence and performance on Amazon and other e-commerce platforms. Our core services include but are not limited to:
Amazon PPC Management: We provide expert pay-per-click advertising management services, including campaign strategy development, keyword research, bid optimization, ad copy creation, and performance monitoring. Our PPC management services are designed to maximize your return on advertising spend while increasing product visibility and sales on Amazon.
Full Account Management: Our comprehensive account management services include day-to-day management of your Amazon seller or vendor account, inventory management, order processing oversight, customer service coordination, and performance monitoring. We act as an extension of your team to ensure your Amazon business operates smoothly and efficiently.
Listing Optimization: We optimize your product listings to improve search visibility, conversion rates, and overall performance. This includes keyword research and optimization, title and description enhancement, bullet point optimization, image optimization recommendations, and A+ Content creation to showcase your products effectively.
Brand Strategy and Development: We help develop and implement comprehensive brand strategies for Amazon, including brand registry assistance, brand store creation, enhanced brand content development, and brand protection strategies to maintain your reputation and market position.
Data Analysis and Reporting: We provide detailed analytics and reporting services, including performance analysis, competitive research, market trend analysis, and actionable insights to help you make informed business decisions and optimize your Amazon strategy.
Multi-Platform Support: Beyond Amazon, we offer consulting services for other e-commerce platforms including Walmart, eBay, and Shopify, helping you expand your reach and diversify your sales channels.
Customized Solutions: All our services are tailored to meet the specific needs and goals of each client. We begin each engagement with a comprehensive analysis of your current situation, business objectives, and market position to develop a customized strategy.
Collaborative Approach: We work closely with our clients throughout the engagement, providing regular updates, seeking feedback, and adjusting our strategies as needed to ensure optimal results. Our team serves as an extension of your business, working collaboratively to achieve your goals.
Flexible Engagement Models: We offer various engagement models to suit different client needs, including project-based consulting, ongoing retainer arrangements, and performance-based partnerships. Our flexible approach allows us to work with businesses of all sizes and at different stages of their Amazon journey.
Information and Access Requirements
Accurate Information: You agree to provide accurate, complete, and up-to-date information about your business, products, and Amazon accounts. This includes business registration details, product information, sales data, and any other information necessary for us to provide our services effectively.
Account Access: For services requiring direct account management, you agree to provide necessary access to your Amazon Seller Central or Vendor Central accounts, advertising accounts, and any other relevant platforms. You are responsible for maintaining the security of your account credentials and notifying us immediately of any unauthorized access.
Timely Communication: You agree to respond promptly to our requests for information, feedback, or approvals that are necessary for service delivery. Delays in communication may impact project timelines and service effectiveness.
Compliance Responsibilities: You are responsible for ensuring that your products, business practices, and account activities comply with all applicable laws, regulations, and platform policies, including Amazon's Terms of Service, seller policies, and advertising policies.
Legal Business Operations: You represent and warrant that you operate a legitimate business and that all products you sell are legal, safe, and comply with applicable regulations and standards. You agree not to engage in any fraudulent, deceptive, or illegal business practices.
Intellectual Property Rights: You represent and warrant that you have all necessary rights, licenses, and permissions to sell your products and use any trademarks, copyrights, or other intellectual property associated with your business and products.
Financial Responsibility: You agree to maintain adequate financial resources to support your Amazon business operations, including inventory investment, advertising spend, and payment of our service fees as agreed upon in your service agreement.
Service Fees and Pricing
Fee Structure: Our service fees are determined based on the scope of services, complexity of your business, and the level of support required. Fees may be structured as monthly retainers, project-based fees, or performance-based compensation, as outlined in your specific service agreement.
Pricing Transparency: We provide clear, upfront pricing for all our services. Any changes to pricing will be communicated in advance and require your agreement before implementation. We do not charge hidden fees or surprise costs.
Payment Schedule: Payment terms are specified in your service agreement and may include upfront payments, monthly billing, or milestone-based payments depending on the nature of the services provided.
Invoicing: We will provide detailed invoices for all services rendered, including a breakdown of services provided, time spent, and any applicable expenses. Invoices are typically sent monthly or as specified in your service agreement.
Payment Methods: We accept various payment methods including credit cards, bank transfers, and other mutually agreed-upon payment methods. Payment processing is handled through secure third-party payment processors.
Payment Terms: Unless otherwise specified in your service agreement, payment is due within thirty (30) days of invoice date. Late payments may be subject to interest charges and may result in suspension of services.
Disputed Charges: If you dispute any charges, you must notify us in writing within thirty (30) days of the invoice date. We will work with you to resolve any billing disputes promptly and fairly.
Advertising Spend: For PPC management services, you are responsible for all advertising costs charged by Amazon or other platforms. These costs are separate from our management fees and are billed directly by the platforms to your accounts.
Third-Party Tools: Some services may require the use of third-party tools or software. Any costs associated with these tools will be discussed and agreed upon in advance, and may be included in our service fees or billed separately as specified in your service agreement.
Travel and Meeting Expenses: For services requiring travel or in-person meetings, any associated expenses will be discussed and approved in advance, and will be billed at cost with appropriate documentation.
Client Intellectual Property
Client Ownership: You retain all rights, title, and interest in your existing intellectual property, including trademarks, copyrights, trade secrets, and proprietary business information. Our services do not transfer any ownership of your intellectual property to us.
License to Use: By engaging our services, you grant us a limited, non-exclusive license to use your intellectual property solely for the purpose of providing our services. This includes the right to use your trademarks, product images, and other materials in connection with managing your Amazon presence and marketing activities.
Protection of Client IP: We agree to protect your intellectual property and will not use it for any purpose other than providing our services. We will not share your proprietary information with third parties without your consent, except as necessary to provide our services or as required by law.
Company Ownership: Sellers Umbrella retains all rights, title, and interest in our proprietary methodologies, processes, tools, templates, and other intellectual property developed by us. This includes our consulting frameworks, analytical tools, and proprietary strategies.
Work Product: Any strategies, recommendations, reports, or other work product created specifically for you during our engagement will be owned by you upon full payment of all fees. However, we retain the right to use general knowledge, skills, and experience gained during our engagement for the benefit of other clients.
Confidential Methods: Our proprietary methods, processes, and trade secrets remain our intellectual property and may not be shared with third parties or used for purposes other than your own business operations.
Respect for Third-Party Rights: Both parties agree to respect the intellectual property rights of third parties and will not engage in any activities that infringe upon such rights.
Platform Compliance: All activities conducted on Amazon and other platforms will comply with the platforms' intellectual property policies and procedures.
Mutual Confidentiality Obligations
Definition of Confidential Information: Confidential information includes any non-public, proprietary, or sensitive information shared between the parties, including but not limited to business strategies, financial information, customer data, trade secrets, technical information, and any other information that is marked as confidential or would reasonably be considered confidential.
Protection of Confidential Information: Both parties agree to protect each other's confidential information with the same degree of care used to protect their own confidential information, but in no event less than reasonable care. Confidential information may only be used for the purposes of this agreement and may not be disclosed to third parties without prior written consent.
Exceptions: The confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without breach of confidentiality; or (d) is required to be disclosed by law or court order.
Data Security: We implement appropriate technical and administrative safeguards to protect your confidential information and business data. This includes secure data storage, encrypted communications, and restricted access to your information on a need-to-know basis.
Employee Obligations: All Sellers Umbrella employees and contractors are bound by confidentiality agreements and are trained on proper data handling procedures. Access to client information is limited to personnel directly involved in providing services to you.
Data Retention: We retain your confidential information only as long as necessary to provide our services and fulfill our legal obligations. Upon termination of our agreement, we will return or securely destroy your confidential information as requested.
Account Access: When you provide us with access to your Amazon accounts, we agree to use this access solely for the purpose of providing our services. We will not access any information that is not necessary for service delivery.
Account Security: We will maintain the security of your account access credentials and will not share them with unauthorized personnel. You remain responsible for the overall security of your Amazon accounts.
Platform Compliance: All activities conducted using your account access will comply with Amazon's terms of service and policies. We will not engage in any activities that could jeopardize your account standing.
Service Disclaimers
No Guarantees: While we strive to deliver excellent results for all our clients, we cannot guarantee specific outcomes, sales figures, or performance improvements. Amazon's marketplace is subject to numerous variables beyond our control, including algorithm changes, competitive factors, market conditions, and platform policy changes.
Best Efforts: We agree to provide our services using our best professional efforts and in accordance with industry standards. However, the success of your Amazon business depends on many factors, including product quality, market demand, pricing, inventory management, and overall business strategy.
Platform Dependencies: Our services are dependent on third-party platforms, primarily Amazon, which may change their policies, algorithms, or terms of service at any time. We are not responsible for any negative impacts resulting from such platform changes.
Liability Cap: To the maximum extent permitted by law, our total liability for any claims arising out of or related to this agreement or our services shall not exceed the total amount of fees paid by you to us in the twelve (12) months preceding the claim.
Exclusion of Damages: In no event shall Sellers Umbrella be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost business opportunities, or business interruption, regardless of the theory of liability and even if we have been advised of the possibility of such damages.
Client Responsibility: You acknowledge that your business success depends on many factors beyond our services, and you assume full responsibility for your business decisions and their outcomes.
Client Indemnification: You agree to indemnify, defend, and hold harmless Sellers Umbrella, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or related to: (a) your breach of this agreement; (b) your violation of any law or third-party rights; (c) your products or business operations; or (d) any false or misleading information provided by you.
Mutual Protection: Both parties agree to cooperate in the defense of any claims and to provide reasonable assistance to each other in connection with any legal proceedings related to this agreement.
Agreement Duration
Initial Term: The term of this agreement begins on the effective date and continues for the period specified in your service agreement. If no specific term is specified, the agreement continues on a month-to-month basis.
Renewal: Unless terminated in accordance with these terms, the agreement may be renewed by mutual consent of both parties. Renewal terms and conditions may be modified by mutual agreement.
No Long-Term Commitment: Consistent with our business philosophy, we do not require long-term contracts. Either party may terminate this agreement with appropriate notice as specified in your service agreement.
Termination for Convenience: Either party may terminate this agreement at any time with thirty (30) days written notice, or as otherwise specified in your service agreement. Termination for convenience does not relieve either party of obligations that accrued prior to termination.
Termination for Cause: Either party may terminate this agreement immediately upon written notice if the other party: (a) materially breaches this agreement and fails to cure such breach within fifteen (15) days after written notice; (b) becomes insolvent or files for bankruptcy; or (c) engages in illegal or unethical business practices.
Effect of Termination: Upon termination, all rights and obligations under this agreement cease, except for those that by their nature should survive termination, including payment obligations, confidentiality provisions, and limitation of liability clauses.
Final Payment: All outstanding fees and expenses must be paid within thirty (30) days of termination. We will provide a final invoice detailing all services provided and expenses incurred through the termination date.
Return of Materials: Upon termination, each party will return or destroy all confidential information belonging to the other party, except as required for legal compliance or as otherwise agreed in writing.
Transition Assistance: We will provide reasonable assistance to help transition your accounts and services, including providing necessary passwords, account information, and documentation related to work performed.
Dispute Resolution Process
Good Faith Negotiation: The parties agree to attempt to resolve any disputes arising out of or related to this agreement through good faith negotiation. Either party may initiate the dispute resolution process by providing written notice of the dispute to the other party.
Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to mediation before a mutually agreed-upon mediator. The costs of mediation will be shared equally between the parties.
Arbitration: If mediation is unsuccessful, any remaining disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in [specify location] and the decision of the arbitrator will be final and binding.
Applicable Law: This agreement is governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict of law principles.
Jurisdiction: Any legal proceedings that are not subject to arbitration will be brought exclusively in the state or federal courts located in Wyoming, and both parties consent to the personal jurisdiction of such courts.
Compliance with Laws: Both parties agree to comply with all applicable federal, state, and local laws and regulations in the performance of this agreement.
Entire Agreement and Modifications
Complete Agreement: These Terms, together with any service agreements, statements of work, or other written agreements between the parties, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.
Modifications: These Terms may only be modified by written agreement signed by both parties. Any modifications must be documented in writing and signed by authorized representatives of both parties.
Conflicting Terms: In the event of any conflict between these Terms and a specific service agreement, the terms of the specific service agreement will prevail with respect to the services covered by that agreement.
Assignment Restrictions: Neither party may assign or transfer this agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Sellers Umbrella may assign this agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
Binding Effect: This agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
Severability: If any provision of this agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
Waiver: No waiver of any provision of this agreement will be deemed or will constitute a waiver of any other provision. Any waiver must be in writing and signed by the party against whom the waiver is claimed.
Excused Performance: Neither party will be liable for any failure or delay in performance under this agreement that is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.
Notification: The affected party must promptly notify the other party of any force majeure event and use reasonable efforts to minimize the impact of such event.
Notice Requirements: All notices required under this agreement must be in writing and delivered by email, certified mail, or overnight courier to the addresses specified in the service agreement or as updated by written notice.
Electronic Communications: The parties consent to receive notices and other communications electronically, and electronic communications will have the same legal effect as written communications.
For questions about these Terms and Conditions or any aspect of our services, please contact us:
Email: contact@sellersumbrella.com
Phone: +1-510-734-2749
Address: 1309 Coffeen Avenue, STE 14316, Sheridan, Wyoming, 82801, USA
18 King Street East, Suite 1400, Toronto, Ontario, M5C 1C4, Canada
Business Hours: Monday through Friday, 9:00 AM to 6:00 PM (Eastern Time)
We are committed to providing excellent service and support to all our clients. Our team is available to answer questions, provide clarification on our terms, and assist with any concerns you may have about our services or this agreement.
These Terms and Conditions are designed to establish a clear framework for our business relationship while protecting the interests of both parties. We encourage you to read them carefully and contact us with any questions before engaging our services.