Terms and Conditions

Welcome to MK Commerce Central Ltd (MK Commerce Central). These Terms and Conditions ("Terms") govern the provision of all services offered by MK Commerce Central Ltd ("we", "us", or "our") to you, the client ("you" or "Client"). By commissioning our services via email and confirming your order through invoice payment, you acknowledge that you have read, understood, and agree to be bound by these Terms.

All agreements for our services are made in writing (typically via email) and confirmed once you pay the corresponding invoice. This email agreement together with these Terms constitute a binding contract between you and MK Commerce Central Ltd. If you do not agree to any part of these Terms, you should not engage our services.

Scope of Services and Deliverables

MK Commerce Central Ltd is a UK-based Amazon FBA consultancy providing a range of professional services. Our services are offered as standalone deliverables, and the specific scope of work for each project will be outlined in our email correspondence with you. Our key service offerings include:

Amazon Listing Optimisation: We provide SEO-focused copywriting for Amazon product listings, including optimizing titles, bullet points, and descriptions with relevant keywords, as well as refining backend search terms. For existing listings, we will improve content to enhance visibility and conversion.

Full Listing Creation: We create Amazon product listings from scratch. This includes researching and writing all necessary content (titles, features/bullets, product descriptions) and advising on or providing enhanced content if applicable. Deliverables typically include the written copy ready for upload to Amazon (and may include image suggestions or layouts for A+ content when relevant).

Image and Graphic Creation: We design product images and graphics for your Amazon listing. This can involve lifestyle images, infographics highlighting product features, and other visual content. Image creation is done in-house by our team. Occasionally, we may collaborate with vetted third-party designers or photographers for specialized graphics or photography. In all cases, the final image files (such as JPEG/PNG graphics) will be delivered to you as part of the service.

Amazon Ads (PPC) Management: We set up and manage Amazon Pay-Per-Click advertising campaigns for your products. This includes keyword research, campaign creation, bid management, and performance optimization over the agreed period. We will provide periodic reports or summaries of campaign performance as agreed. Please note: You remain responsible for the actual advertising spend charged by Amazon; our fees cover the management service only.

Product Sourcing Research & Supplier Recommendations: We conduct research to identify potential product opportunities and suitable suppliers or manufacturers. We present our findings and recommendations to you (for example, a report on viable products or a list of potential suppliers with contact details and pricing estimates). Importantly, we act in a consulting capacity only and not as a sourcing agent – see the "Product Sourcing – No Agency" section below. We do not purchase products or enter into contracts on your behalf.

Strategic Consulting: We provide strategic advice related to Amazon FBA and e-commerce. This can include guidance on launch strategy, marketing, growth tactics, account health, or other business consulting services as requested. Deliverables may include written strategy documents, action plans, or simply the insights and recommendations shared during consulting sessions (e.g., via email or video call summaries).

For each service engagement, the deliverables and scope will be defined in our proposal or email agreement. We will use reasonable skill and care to deliver the services by any agreed deadlines. However, all delivery dates are estimates and may adjust based on timely receipt of inputs from you or other scheduling factors. We will communicate any significant changes to timelines if they arise.

Out-of-Scope Work

Our commitment is limited to the services and deliverables explicitly agreed upon in writing. If you request additional tasks or changes beyond the agreed scope, we will inform you if those constitute extra work. Additional services or revisions not covered in the original agreement may require a separate fee and timeline, which we will discuss and confirm in writing (usually via a new quote or invoice). We are not obligated to perform any work outside the originally agreed scope unless a new agreement is reached.

Client Responsibilities

For our collaboration to be successful, you as the Client have certain responsibilities:

Provision of Information: You agree to provide all information, materials, and access required for us to perform the services. This may include (but is not limited to) product details, specifications, images, branding guidelines, access to your Amazon Seller Central account (if applicable for listing updates or ads management), and any other content or credentials we need. All information you provide should be accurate, complete, and provided in a timely manner to avoid delays.

Timely Feedback and Approvals: You will review drafts or deliverables we provide and give feedback or approval within a reasonable timeframe. Prompt responses help ensure projects are completed on schedule. We are not responsible for delays caused by your lack of response or delayed feedback.

Compliance and Accuracy: You are responsible for ensuring that the information you ask us to include in listings or advertisements (such as product claims, pricing, etc.) is accurate and complies with all applicable laws and Amazon policies. While we will do our best to craft content that adheres to Amazon's guidelines, you should review all deliverables for factual accuracy and compliance. We do not independently verify the truth of product claims or the legal compliance of content; that responsibility remains with you.

Use of Deliverables: Once we deliver the final content (text, images, or other materials), it is your responsibility to implement or upload them as needed (unless implementation by us is explicitly included in the service). For example, if we provide listing copy or graphics, you will need to update your Amazon listing with that content. If we are managing your PPC campaigns, you may need to grant us appropriate access or delegate user permissions on your Amazon advertising account.

Platform Access: If our work requires access to third-party platforms (like Amazon Seller Central, advertising dashboards, or other tools), you will provide us with the necessary access (e.g., user permissions or login credentials). We recommend you grant us limited access accounts or permissions (such as adding a secondary user on Seller Central) for security. We will handle any access credentials you provide responsibly and only use them for the purposes of delivering the agreed services.

Third-Party Costs: You are responsible for any third-party costs related to your business that fall outside our service fees. For example, Amazon selling fees, advertising budgets/spend, pay-per-click costs, Amazon subscription fees, or any costs of purchasing product samples or inventory are solely your responsibility. Our fees cover only our consultancy and deliverables, not these external expenses.

If you do not fulfill the above responsibilities, it may affect our ability to deliver the services effectively, and it could void any timelines or performance commitments. In some cases, if your lack of cooperation makes it impossible for us to continue work, we reserve the right to suspend or terminate the engagement (with notice to you).

Use of Subcontractors and Third-Party Services

While the majority of our work is completed in-house by MK Commerce Central's team, we may occasionally involve third-party contractors or service providers for certain tasks, particularly for specialized image or graphic creation. For instance, we might hire a freelance graphic designer or photographer to assist with creating high-quality images if needed.

If we engage a subcontractor or third-party service as part of delivering your project, we will remain your primary point of contact and responsible for the final deliverables. We will supervise and review any third-party contributions to ensure they meet our quality standards and the requirements of our agreement with you.

We also ensure that any external designers, writers, or consultants we engage are bound by confidentiality obligations so that your sensitive information and project details are protected (see the "Confidentiality" section below). Any subcontractors will only be given information necessary to perform their portion of the work.

Please note that our use of subcontractors does not create any contractual relationship between you and that third party. You are engaging MK Commerce Central Ltd, and we, in turn, may engage others to assist us. We are responsible for paying any subcontractors we hire, and any issues or liabilities in their work will be managed by us. In the unlikely event a third-party contributor causes a delay or issue, we will inform you and work to resolve it, but we shall not be held liable for failures on the part of third parties beyond making diligent efforts to remediate any problems.

Product Sourcing – No Agency Role

When we provide product sourcing research and supplier recommendations, it is done strictly on a consulting and advisory basis. MK Commerce Central Ltd is not a sourcing agent or purchasing agent for your business. This means:

We will research and suggest potential products and/or suppliers based on the criteria and goals you discuss with us. Deliverables might include reports on product opportunities, supplier lists, market analysis, or our written recommendations.

We do not directly contact suppliers on your behalf unless explicitly agreed in writing as an additional service. We do not negotiate prices or terms with suppliers for you, and we do not place orders or handle logistics. Any outreach to or negotiation with suppliers must be conducted by you (or by an authorized agent separate from our company).

Any recommendations or information we provide about products or suppliers are for you to consider. We do not guarantee that any product will be successful or that any supplier will meet your requirements. You should perform your own due diligence before doing business with any supplier, including verifying their capabilities, quality, certifications, compliance with regulations, and trustworthiness.

We are not party to any contract between you and a supplier. If you decide to pursue a product or place an order with a supplier we identified, that transaction is solely between you and the supplier. We receive no commission or compensation from suppliers (unless expressly disclosed), and we have no control over their actions.

Because we are not acting as an agent, we have no fiduciary duty or legal obligations that an agent might have in such transactions. Our duty is to provide honest advice and research based on the information available, but the business decisions and contracts you enter into are your responsibility.

Disclaimer: MK Commerce Central Ltd shall not be liable for any losses or damages arising from dealings between you and any third-party suppliers we recommend. This includes, without limitation, losses from poor product quality, delays in manufacturing or shipping, supplier fraud, intellectual property infringement, or any financial loss. Our recommendations are based on our best assessment at the time, but you assume all risk associated with sourcing and selling any products.

No Guarantee of Results

We strive to provide excellent services and to improve your business performance on Amazon. However, you acknowledge and agree that MK Commerce Central Ltd has made no guarantees about the outcomes of any services provided. Due to the nature of e-commerce and digital marketing, many factors that affect results are beyond our control. Therefore:

No Guaranteed Sales or Rankings: We do not guarantee any specific increase in sales, conversion rate, search ranking, or Amazon Best Seller Rank as a result of our services. For example, while our listing optimization aims to improve your product's visibility and appeal, we cannot promise that your product will rank #1 for a certain keyword or achieve any particular sales volume.

No Guaranteed Advertising Results: In managing Amazon PPC campaigns, we cannot guarantee specific results such as a particular Return on Ad Spend (ROAS), Advertising Cost of Sales (ACoS), click-through rate, or any other performance metric. We will apply best practices and optimize campaigns, but advertising performance can fluctuate due to competitor activity, bid landscapes, seasonal trends, and Amazon's algorithms.

External Factors: You understand that success on Amazon depends on numerous factors outside our services: product-market fit, competition, pricing, customer reviews, fulfillment performance, changes in Amazon's search algorithm or policies, etc. Our services address certain elements (like content quality, advertising, strategy), but cannot overcome fundamental issues with a product or market.

No Warranty of Fitness for a Particular Purpose: Except as explicitly stated in these Terms, our services are provided "as is" and without any warranty or condition, express or implied. We do not warrant that the deliverables or advice will achieve your desired outcomes or that they will be free from errors. We do, however, commit to providing services with reasonable care, skill, and professionalism.

Ultimately, any decisions you make based on our deliverables or advice (such as investing in inventory, changing your pricing, or scaling ad spend) are made at your own risk. We encourage you to consider our input as one factor in your business decisions, alongside your own judgment and other professional advice as appropriate.

Intellectual Property Rights

This section addresses ownership and usage rights for any materials, content, or intellectual property involved in our services:

Client Materials: You retain ownership of all intellectual property and materials you provide to us for use in the project. For example, if you supply us with logos, product images, brand guidelines, or pre-written content, those remain your (or your licensors') property. You grant us a limited, revocable license to use those materials only for the purpose of delivering the agreed services. We will not use your proprietary materials for any other purpose without your permission.

Deliverables Created by MK Commerce Central Ltd: Upon full payment of all fees due for a project, we assign to you all rights, title, and interest in the final deliverables we have created specifically for you. This includes, for example, the copywriting content for your listing, images or graphics we designed for your product, or reports/strategy documents prepared for you. You will own these deliverables and may use them in your business as you see fit.
- Until full payment is received, we retain ownership of the deliverables. If payment is not made in accordance with the agreement, we reserve the right to withhold or revoke your right to use the deliverables (to the extent practicable, recognizing that digital content might already be in your possession).

MK Commerce Central Ltd Pre-existing IP: We retain ownership of any of our pre-existing materials, methodologies, templates, or intellectual property that we use in the course of the project but did not create specifically for you. For example, if we use an internal copywriting template, design framework, or software tool, that underlying IP remains ours. We do not assign ownership of our general know-how or tools to you, but you are of course entitled to use the deliverables themselves that incorporate such tools.

Portfolio Usage: We are proud of our work and reserve the right to use non-confidential portions of the deliverables for our own portfolio, marketing, or promotional purposes. For instance, we may showcase before-and-after examples of an Amazon listing we optimized or share a testimonial or case study that mentions work we did for you. We will not reveal sensitive details (like your sales figures or proprietary product research) in such marketing without your consent. If your project is confidential and you prefer us not to showcase it at all, please inform us and we can agree in writing to refrain from using it in our portfolio.

Third-Party Materials or Stock Assets: In some deliverables, we might incorporate third-party content (e.g., stock images, icons, or template elements) as permitted. Where such third-party materials are used, we will ensure we have the proper licenses to include them and pass on the necessary usage rights to you. However, these components may be subject to their original licensing terms (for example, a stock photo might be licensed for use in your product listing but not for resale as a standalone item). We will inform you if any such limitations apply. In general, our intent is that you have all rights needed to use the final deliverables for their intended purpose on Amazon or your marketing channels.

By using our deliverables, you agree not to remove any copyright notices or proprietary legends if they are embedded in any deliverable (though typically most content we provide will not contain such notices). Additionally, if you provide us with feedback, suggestions, or ideas for improvements during the project and we incorporate them, that does not change the ownership of the deliverable (it will still be yours upon payment), but we are free to use similar ideas in our business with other clients so long as we do not use your confidential information.

Confidentiality

We understand that in the course of our work, you may share sensitive business information with us, and we may generate sensitive information for you. Both parties agree to the following confidentiality terms:

Definition of Confidential Information: "Confidential Information" includes any non-public information that a reasonable person would consider confidential or that is explicitly marked or stated as confidential. For you, this may include product ideas, designs, formulas, supplier contacts, business strategies, financial information, Amazon account details, and any reports or recommendations we give you. For us, it may include our internal methodologies, pricing details in proposals, or any proprietary templates.

Obligations of Confidentiality: Both parties agree to use the other party’s Confidential Information only for the purposes of fulfilling the project and not to disclose it to any third party without the other party's consent. MK Commerce Central Ltd will not disclose or misuse the confidential information you provide about your products or business. Likewise, if we share any of our confidential methods or materials, you agree not to disclose them to others.

Exclusions: Information is not considered confidential if it was already known to the receiving party before disclosure, is publicly available through no fault of the receiving party, is independently developed by the receiving party without reference to the confidential information, or is required to be disclosed by law or regulatory authority (in which case, if legally permitted, the disclosing party will be notified in advance).

Subcontractors: If we engage subcontractors or third parties to assist us, we will only share information necessary for them to do their work and will bind them to confidentiality obligations. We treat your information with care whether working internally or with trusted partners.

Duration: These confidentiality obligations commence when you engage our services and remain in effect for the duration of our engagement and for a period of at least two (2) years after the conclusion of the project (or indefinitely, for trade secrets and highly sensitive information, to the extent such information remains confidential).

Return or Destruction: Upon your request, we will return or destroy any of your confidential materials that we hold once they are no longer needed for the services (except for archival copies required for legal/business record-keeping, which remain protected under these confidentiality terms).

Confidentiality obligations are crucial for trust. If you have a separate Non-Disclosure Agreement (NDA) you require us to sign, we are open to doing so. In the absence of a specific NDA, however, these Terms serve as our confidentiality agreement.

Limitation of Liability

To the fullest extent permitted by law, our liability to you in connection with the services or these Terms is limited as follows:

Cap on Liability: In all circumstances, the maximum aggregate liability of MK Commerce Central Ltd (including our directors, employees, and contractors) to you for any and all claims arising from or related to the services or these Terms (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the total amount of fees actually paid by you to us for the specific service or project that is the subject of the claim. If the claim does not relate to a specific project, our total liability is limited to the fees you paid us in the twelve (12) months preceding the event giving rise to the claim.

No Indirect or Consequential Damages: We will not be liable to you for any indirect, special, consequential, or punitive damages, or any loss of profit, revenue, anticipated savings, business opportunity, goodwill, or data, even if we were advised of the possibility of such losses. For example, we are not liable for your lost sales or profits if a marketing strategy does not yield the intended results, or for the costs of Amazon fees or inventory if a product we recommended does not sell as expected.

No Liability for External Events: We shall not be liable for any failure or delay in performing our obligations if that failure or delay is due to circumstances beyond our reasonable control (for example, changes in Amazon’s systems or policies, internet or server outages, acts of God, regulatory changes, etc.). Additionally, we are not liable for actions taken by third parties, such as Amazon’s decisions to suspend listings or accounts, customers leaving reviews, or suppliers failing to deliver goods.

Indemnification: You agree to indemnify and hold harmless MK Commerce Central Ltd and our affiliates, officers, and employees from any claim, liability, or expense (including reasonable attorneys’ fees) arising from any third-party claim due to:
- materials or information you provided us (e.g., if you gave us text or images to use that infringe someone’s copyright or trademark, or product information that is false or violates laws);
- your use of the deliverables or services in violation of any law or regulation (e.g., if you misuse the content we create in a manner that violates Amazon’s policies or consumer protection laws);
- or your negligence or misconduct in connection with this agreement.
- We will promptly notify you of any such claim and cooperate with you (at your expense) in defending it. This indemnity obligation will survive the termination of our engagement.

Consumers: Our services are intended for business clients (Amazon sellers and companies). We do not typically contract with individuals as consumers. If, however, you are deemed a consumer under applicable law, then certain limitations and exclusions in these Terms may not apply to you, and nothing in these Terms affects your statutory rights that cannot be waived. In any case, our liability is limited to the maximum extent permissible by applicable law.

Nothing in these Terms shall limit or exclude liability that cannot be limited by law, such as liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with our services or this agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

If a dispute arises between us, we both agree to first attempt to resolve it amicably through discussion and negotiation in good faith. If we cannot resolve a dispute informally, then (subject to any mandatory laws) the courts of England and Wales shall have exclusive jurisdiction to settle the matter. You and we each irrevocably submit to the exclusive jurisdiction of the English courts for any proceedings arising out of these Terms or our services.

If you are located outside of the United Kingdom, you agree that any legal proceedings will be brought in the appropriate courts in England and Wales, and you waive any objection to such jurisdiction or venue (including any objection based on inconvenient forum).

Miscellaneous

Entire Agreement: These Terms, together with the specific details in our email proposal/quotation and invoice, form the entire agreement between you and MK Commerce Central Ltd regarding our services and supersede any prior discussions or understandings. In case of any conflict between these Terms and a specific term explicitly agreed in writing (e.g., a special condition in our email agreement with you), that specific term will prevail.

Amendments: We may update or amend these Terms from time to time by posting an updated version on our website. However, the Terms that will apply to your project are the ones in effect at the time of your engagement (as referenced or provided to you). We will inform you of any significant changes to our Terms if they would affect ongoing projects. Continued use of our services after an update constitutes acceptance of the revised Terms for future engagements.

No Waiver: If we fail to enforce any provision of these Terms, it will not be considered a waiver of that provision, and it will not affect our right to enforce it later. No waiver by either party of any breach or default will be deemed a waiver of any other or subsequent breach or default.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (or severed, if modification is not possible), and the remainder of these Terms shall remain in full force and effect.

Independent Contractor: Our relationship with you is that of an independent contractor. Nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship between us. Neither party has the authority to bind the other to any obligation or contract, unless explicitly agreed in writing.

Notices: Official notices under these Terms should be sent in writing (which can include email) to the contact addresses provided by each party. We will use the contact information you provided (so please keep us updated if your email or address changes). Notice will be deemed received on the next business day after email transmission (provided no bounce or error is received) or within 5 business days if sent by postal mail to the proper address.

Contact Information: If you have any questions or concerns about these Terms or any aspect of our services, please contact us. You can reach MK Commerce Central Ltd at contact@mkcommercecentral.com or at our mailing address (71-75 Shelton Street, WC2H 9JQ. We are always happy to clarify our terms or discuss your project needs.

By engaging MK Commerce Central Ltd for services, you acknowledge that you have read and agree to these Terms and Conditions. Thank you for trusting MK Commerce Central with your Amazon business needs – we look forward to delivering exceptional service while protecting both parties with clear terms. Please also read our privacy policy.