Terms and Conditions
TERMS AND CONDITIONS
GlobalAMZ GmbH
(English Translation – German Version Legally Binding)
Valid as of 01 December 2025
Important Notice – Binding Language
The contract language is German.
If these Terms and Conditions or any other contractual documents are made available in a language other than German, this shall be for non-binding informational purposes only.
In the event of any discrepancies, contradictions or differences in interpretation between the German version and a foreign-language translation, the German version shall exclusively prevail and shall be legally binding.
1. Scope and Subject Matter of the Contract
1.1 These General Terms and Conditions (hereinafter “T&C”) apply to all contracts which GlobalAMZ GmbH, Kapuzinerstraße 9c, 80337 Munich (hereinafter “GlobalAMZ”) concludes with an enterprise (hereinafter “Client”) regarding the provision of its services.
1.2 The subject matter of the contract is consulting and support in projects and strategies relating to the Client’s business activities, in particular on the online platform Amazon operated by Amazon.com, Inc. (hereinafter “Amazon”) or other online platforms, websites and stores, by GlobalAMZ. The specific scope of services results from the respective offer and may be supplemented or specified by a service catalogue.
1.3 Special Categories / Regulatory Framework
GlobalAMZ also provides services in regulated product categories (including food supplements, OTC medicinal products, medical devices, sexual wellness articles, cosmetic products). GlobalAMZ does not owe any legal review of the Client’s content, claims or product data and assumes no responsibility for the regulatory admissibility, classification or marketability of the products. Responsibility for the legal and regulatory compliance of products, claims, packaging, labeling and advertising statements lies exclusively with the Client.
1.4 Where GlobalAMZ plans, books, optimizes or manages media services for the Client, this shall be carried out exclusively as consulting, management and execution services. Contractual partners for the purchase, provision and delivery of media inventory are exclusively the respective third-party providers or platform partners (e.g. DSP providers, retail media partners, affiliated companies). In this respect, GlobalAMZ does not act as seller or reseller of media inventory and does not owe any specific delivery volume.
1.5 Where agreed in the offer, GlobalAMZ provides services in the field of brand and product protection (Brand Protection), compliance support, support in trademark registrations on online platforms such as Amazon, as well as measures to enforce trademark rights against platforms and third parties. Furthermore, GlobalAMZ may monitor pharmacovigilance data for the Client on the basis of proprietary or third-party software and prepare reports on potential occurrences. GlobalAMZ acts exclusively in a supportive, technical-administrative capacity and without obligation to perform legal, regulatory or medical evaluation of the data or events.
1.6 GlobalAMZ does not owe any review of the legal admissibility of content, claims, advertising materials, target groups, keywords, targeting segments or media strategies. Responsibility for the legal compliance of all content and advertising activities lies exclusively with the Client.
1.7 The Client’s general terms and conditions shall not become part of the contractual relationship between it and GlobalAMZ unless GlobalAMZ has expressly agreed to their validity in writing.
1.8 Unless otherwise agreed, GlobalAMZ shall be bound to its offer for 10 days from dispatch.
1.9 GlobalAMZ does not owe specific response times, availabilities or service levels. Dates, deadlines or response times shall only be binding if expressly agreed in writing as binding. There is no entitlement to permanent availability.
1.10 The Client undertakes to use all access credentials, data, tools, reports, models, analyses and other technical systems provided by GlobalAMZ exclusively within the contractual purpose and not to disclose them to third parties. Use for the development of own tools, databases, evaluations or systems is prohibited. The Client may not make any changes, interventions or manipulations to the systems or data provided by GlobalAMZ. Violations give rise to an appropriate compensation obligation and may constitute good cause for extraordinary termination.
1.11 The performance of services by GlobalAMZ depends substantially on the functionality, availability, technical specifications and policies of external third-party platforms, in particular Amazon.
Changes, restrictions, technical disruptions or other adjustments of these third-party platforms are outside the sphere of influence of GlobalAMZ and do not constitute a defect in performance or obligation.
1.12 Contract Language and Prevailing Version
The contract language is German. If these General Terms and Conditions or other contractual documents are made available in a language other than German, this shall serve exclusively for non-binding information. In the event of discrepancies, contradictions or differences in interpretation between the German version and a foreign-language translation, the German version shall exclusively prevail and be legally binding.
2. Obligations of GlobalAMZ: Consulting & Optimization, Reporting, Additional Services
2.1 GlobalAMZ shall advise the Client, against remuneration, in optimizing its projects and strategies to improve the positioning and findability of its offers and/or its brands and/or its shop on Amazon, provide recommendations for possible adjustments and support implementation. Unless expressly agreed otherwise, the Client is responsible for implementing the proposals itself. Corrections or subsequent submissions to Amazon shall be carried out by GlobalAMZ exclusively once per service component. Further submissions, repetitions or additional adjustments constitute separate services and shall be remunerated on a time and material basis.
2.2 The Client is aware that success and positioning on the platform depend on numerous factors which, like the functionalities available on the platform and the platform backend, are subject to constant changes by Amazon and may not be known in detail. GlobalAMZ has no influence over these factors, in particular the design of the platform and changes to parameters by Amazon. Decisions regarding approvals, rejections, policy enforcement, publications or processing times lie exclusively with Amazon and are beyond the control of GlobalAMZ. A specific success, in particular approval, ranking improvement or visibility increase, is not owed.
2.3 The objective of the consulting service is always to improve performance in accordance with the offer (e.g. optimization of conversion, increase of traffic or current ranking) or to support the Client in monitoring developments and increasing performance (e.g. market monitoring, monitoring of content performance), as well as consulting in projects (e.g. support of the Amazon Brand Registry process).
A specific success (e.g. a certain number of KPIs) is not owed. ASIN or product data clean-ups include exclusively content-related adjustments to those data created by GlobalAMZ within the respective project. Historical data corrections, data reconstruction, brand protection or Brand Registry measures, as well as clean-up of legacy data, are not part of the service and require separate commissioning.
Variant relationships shall only be created or adjusted if the Client provides all required complete and correct data. Incomplete or incorrect data does not give rise to a service obligation; necessary rework shall be remunerated separately.
2.4 No Legal Advice / Compliance Delimitation
GlobalAMZ does not provide legal services within the meaning of the German Legal Services Act (RDG). Recommendations regarding compliance, platform guidelines, product classifications, health claims, competition law or regulatory requirements do not constitute legal advice. The Client remains responsible for legal review and approval of all content, claims and measures.
2.5 Media, DSP and Targeting Services
GlobalAMZ does not owe any specific audience quality, reach, performance metrics, segment quality, delivery volumes, inventory availability or prices (e.g. CPM, CPC, CPA). The functionality, quality and provision of targeting segments, algorithmic audiences, lookalike models and programmatic inventory sources are exclusively subject to the respective third-party platforms. Deviations, price changes or restrictions do not constitute a defect in performance by GlobalAMZ.
2.6 AI-Assisted Creation of Content
GlobalAMZ uses, among other things, AI systems for efficiency enhancement and content production (e.g. for text, image, data analysis or automation). The Client acknowledges that AI-generated content may technically contain inaccuracies, hallucinations or copyright risks. GlobalAMZ assumes no liability for the content-related or legal correctness of AI-generated content. The Client is obligated to review all content before use and provide final approval.
2.7 Unless expressly agreed otherwise, GlobalAMZ shall provide the Client with reports on a regular basis to a reasonable extent.
2.8 Services commissioned by the Client that are not covered by the offer or service catalogue shall be remunerated in accordance with the respective current price list.
2.9 Reporting data serves exclusively informational and analytical purposes and does not constitute a binding basis for billing. Billing shall be carried out exclusively on the basis of the contractually agreed prices, budgets or flat fees.
2.10 GlobalAMZ is entitled to use reporting data from various sources, including platform data, third-party tools, internal data models or aggregated information systems. Deviations between different data sources are customary in the industry and do not constitute a defect in performance.
2.11 GlobalAMZ assumes no warranty for the accuracy, completeness or continuous availability of reporting data, as such data may be provided by third parties, technically limited or modeled. GlobalAMZ is entitled to supplement data gaps by estimation methods, modeling or extrapolation. Such modeled data shall be deemed compliant with the contract.
2.12 Reporting data may change due to subsequent corrections by platforms or third parties. GlobalAMZ is not obligated to fully reflect retrospective corrections. Deviations from platform values do not constitute a defect.
2.13 GlobalAMZ is not obligated to verify the accuracy, completeness or plausibility of data, deliveries, metrics or billing provided by third-party platforms or providers.
2.14 GlobalAMZ owes neither a specific success nor specific KPIs, delivery volumes, reach, audience qualities or other performance values. A minimum or full delivery of media budgets is not guaranteed.
2.15 Brand and compliance services are provided exclusively on the basis of the information supplied by the Client. GlobalAMZ owes neither legal review nor assessment of the material justification of claims, legal positions or trademark infringements. In particular, GlobalAMZ does not owe the removal of specific offers, listings or sellers by platform operators.
2.16 GlobalAMZ supports the Client in enforcing trademark rights primarily through administrative measures (e.g. reports to platform operators). Legal representation or advice is expressly not provided. Responsibility for legal assessment and enforcement of claims lies solely with the Client.
2.17 In measures concerning platform compliance (e.g. Amazon compliance, product conformity requirements, policy violations), GlobalAMZ acts exclusively in a supportive capacity. Examination of regulatory, pharmaceutical advertising or other legal requirements lies solely with the Client. GlobalAMZ does not review regulatory documents (e.g. safety data sheets, pharmacological documentation, technical evidence).
2.18 Pharmacovigilance Monitoring
GlobalAMZ assumes exclusively the technical review of publicly available content and reports based on agreed search parameters and reports identified potential events to the Client in accordance with agreed frequency. No independent evaluation, classification, categorization, risk assessment or medical interpretation of events is carried out. The Client remains solely responsible for evaluating and reporting occurrences to authorities or third parties. GlobalAMZ is not obligated to permanently monitor data sources or ensure completeness of capture.
2.19 GlobalAMZ shall not be liable for errors, false reports, non-detection or delays in connection with pharmacovigilance data, as these depend entirely on third-party platforms, automated systems or publicly accessible sources. Modeling errors, algorithmic errors or incomplete data capture do not constitute a defect.
2.20 Services beyond the agreed scope shall always be remunerated separately, regardless of whether such services were initiated in writing, orally or by conduct. An implicit extension of the scope of services does not take place.
2.21 If the Client makes changes to campaigns, product data, platform accounts, settings or technical systems without prior coordination which influence the services of GlobalAMZ, GlobalAMZ shall not be liable for resulting disadvantages, additional effort or performance reductions. GlobalAMZ is entitled to invoice additional effort caused thereby in accordance with the current price list.
2.22 Coordination exceeding the usual scope, meeting requests, consultations or revision cycles not included in the agreed scope of services shall be charged separately in accordance with the current price list.
2.23 GlobalAMZ does not owe a specific delivery quantity, reach, visibility, inventory quality, audience quality, delivery environment or price stability (e.g. CPM, CPC or CPO levels) for media services. Characteristics of media inventory provided by third-party platforms – in particular viewability, brand safety level, placement, environment quality, fraud rate or technical delivery quality – lie outside the sphere of influence of GlobalAMZ and do not constitute a defect. The same applies to targeting mechanisms and segmentation procedures: GlobalAMZ does not owe any quality, availability, accuracy or suitability of targeting segments, algorithmic audiences, lookalike models or other automated segmentation procedures. Provision, functionality and evaluation of such segments lie exclusively with the respective third-party platforms and are subject to ongoing technical and regulatory changes. Deviations, quality defects or restrictions of such segments likewise do not constitute a defect.
2.24 Strategic analyses, market assessments, benchmarks and recommendations are based exclusively on available data sources and information provided by the Client. GlobalAMZ assumes no liability for completeness, accuracy, timeliness or usability of such data. Incorrect, incomplete or delayed data provided by the Client may affect the quality of strategic recommendations and do not give rise to claims against GlobalAMZ.
2.25 GlobalAMZ is not obligated to verify whether the Client implements recommended measures, strategies or actions. Responsibility for implementation lies exclusively with the Client. Non-implementation or delayed implementation does not give rise to defect claims, liability for success or extension of agreed performance deadlines.
2.26 GlobalAMZ does not owe compliance with industry standards, benchmarks, best practice values or expected performance parameters unless expressly agreed in writing. Deviations from benchmarks, historical data or industry comparison values do not constitute a defect.
2.27 GlobalAMZ is entitled to adjust the type, scope and technical configuration of agreed services insofar as this results from changes, restrictions or technical adjustments of external third-party platforms, in particular Amazon. Such adjustments do not constitute a contractual reduction of performance.
3. Reference, No Exclusivity, Service Providers
3.1 GlobalAMZ is permitted to advertise in an appropriate manner with the fact that the Client has commissioned GlobalAMZ and may, for this purpose, also use logos or similar of the Client in reference lists beyond the end of the contract. The Client shall ensure that all trademarks, logos, designs or other assets provided by it may be used lawfully and do not infringe any third-party rights. GlobalAMZ shall use the provided assets exclusively within the agreed scope and assumes no liability for their legal admissibility.
3.2 Unless expressly agreed otherwise, GlobalAMZ is free in its choice of clients.
3.3 GlobalAMZ may use other persons and service providers to fulfill the agreed tasks.
3.4 Strategies, concepts, analyses, structures, presentations or other work results presented or transmitted by GlobalAMZ may only be used by the Client within the scope of the agreed contract. Use, disclosure, exploitation or implementation without commissioning is prohibited and gives rise to an appropriate remuneration obligation. GlobalAMZ retains all rights to ideas, templates, mockups and concepts, even if no contract is concluded.
3.5 Training sessions, workshops, trainings or knowledge transfers provided by GlobalAMZ within the framework of the cooperation may be used exclusively by employees of the Client. Disclosure of the content, in particular to external consultants, agencies, freelancers or affiliated companies, is prohibited without prior written consent of GlobalAMZ. The know-how conveyed in trainings may not be used for the development of own competing products, services or consulting models.
4. Duties of Cooperation of the Client
4.1 The Client is obligated to perform all cooperation actions and ancillary obligations necessary for the performance of the services in a timely manner so that GlobalAMZ can properly perform its services.
4.2 The Client shall designate a contact person for GlobalAMZ who is authorized and able to make all decisions arising within the framework of this contractual relationship and communicate them to GlobalAMZ.
4.3 The Client shall support GlobalAMZ as best as possible in the creation of content and in particular provide all required content and information (e.g. product data, ingredients, etc.) promptly and within deadlines. The services of GlobalAMZ are based exclusively on the information, data, content and specifications provided by the Client. GlobalAMZ is not obligated to review them in terms of content, facts or law. The Client warrants that it possesses all rights required for contractual use and may grant them to GlobalAMZ and Amazon within the framework of contract performance.
4.4 The Client is solely responsible for the accuracy and completeness of the information and content supplied.
4.5 The Client shall ensure and is responsible that content and information provided by it do not violate statutory or official regulations (e.g. youth protection, data protection, competition or pharmaceutical law), are free from conflicting third-party rights (in particular personality rights or copyrights), and do not violate the respective applicable terms of use and business conditions of Amazon.
4.6 Legal Approval of Content
Prior to publication or submission by GlobalAMZ, the Client must legally review and approve all content in writing. Without written approval, no submission or publication shall be made by GlobalAMZ. GlobalAMZ shall not be liable for competition law or regulatory violations due to missing or incorrect Client specifications.
4.7 GlobalAMZ creates, revises or optimizes content exclusively on the basis of the information and specifications provided by the Client and assumes no responsibility for their legal, regulatory, medical or competition law compliance. The review of legal admissibility lies exclusively with the Client. No legal, regulatory, medical device law or competition law review of content is carried out. Legal responsibility lies exclusively with the Client. The Client shall indemnify GlobalAMZ against all third-party claims arising from the use of data, content, claims, images or specifications provided by the Client. The indemnification also includes necessary legal defense costs.
4.8 The Client shall ensure that all information relevant to compliance, brand protection and pharmacovigilance services is provided completely, correctly and in a timely manner. The Client remains solely responsible for the legal evaluation of notices, data points or events transmitted by GlobalAMZ.
4.9 The Client undertakes to independently fulfill all regulatory obligations (in particular under pharmaceutical law, pharmaceutical advertising law and pharmacovigilance). GlobalAMZ assumes no obligation to fulfill statutory reporting, documentation or retention obligations of the Client.
4.10 If required for performance of the agreed services, the Client shall set up for GlobalAMZ its own access to the Client’s Amazon account with all necessary access rights and authorize it to grant access to authorized third parties for the purpose of contract fulfillment.
4.11 Within the scope of service provision, GlobalAMZ shall provide the Client with all necessary data in appropriate digital form. The Client is obligated to secure the data at regular intervals so that in the event of data loss, any damage incurred is kept to a minimum.
4.12 If the Client fails to fulfill its cooperation obligations or does not fulfill them in due time and this results in a delay in service provision by GlobalAMZ, the deadline for service provision by GlobalAMZ shall be extended accordingly.
4.13 If the Client fails to fulfill its cooperation obligations within the set deadline after three requests by GlobalAMZ, the Client shall be in default. In this case, GlobalAMZ shall invoice all services rendered up to that time. If, due to the Client’s default, GlobalAMZ cannot otherwise allocate capacities reserved for the Client, GlobalAMZ shall also invoice these in accordance with the contract or the current price list. The provisions of clause 8 shall apply to invoicing. Further claims and rights of GlobalAMZ remain unaffected.
4.14 If GlobalAMZ submits work results, drafts, concepts or recommendations to the Client for review or approval, they shall be deemed approved if the Client does not raise substantial written objections within five (5) working days.
4.15 During the contract term and for twelve (12) months thereafter, the Client undertakes not to directly or indirectly solicit or commission employees, freelancers, subcontractors or other vicarious agents of GlobalAMZ. In the event of violation, the Client shall owe an appropriate contractual penalty, the amount of which shall be determined by GlobalAMZ at its reasonable discretion and reviewed by the competent court in the event of dispute. The Client further undertakes not to impair or circumvent existing business or cooperation relationships of GlobalAMZ, in particular by directly contacting or commissioning subcontractors, cooperation partners or strategic partners of GlobalAMZ with the aim of circumventing the contractual cooperation. Such violation also gives rise to an appropriate contractual penalty.
4.16 Delays, restrictions or interruptions attributable to lack of cooperation by the Client or to changes by third-party platforms shall not be to the detriment of GlobalAMZ.
5. Change Requests
5.1 If the Client wishes to change the agreed scope of services, it must submit a corresponding change notification to GlobalAMZ in text form (“Change Request”). A specific designation is not required; it is sufficient if it is clear from the notification that changes are requested with respect to the agreed service and its scope.
5.2 GlobalAMZ undertakes to analyze the communicated change request and to submit to the Client, within a reasonable period of time, but no later than within an appropriate period after receipt, an offer for carrying out the changes. If the requested change is rejected by GlobalAMZ for technical or operational reasons, GlobalAMZ shall inform the Client thereof without undue delay. In such case, GlobalAMZ shall endeavor to propose alternatives to the requested change.
5.3 Any implementation of a Change Request requires prior agreement of the parties regarding the contract-relevant changes. The declaration of agreement must be made in text form. If no agreement is reached, the contract shall continue with the originally agreed scope.
5.4 GlobalAMZ shall not be liable for disruptions of performance, delays or non-performance that are based on events outside the sphere of influence of GlobalAMZ. This includes in particular force majeure, governmental measures, labor disputes, outages of platforms or APIs (e.g., Amazon), internet or power outages, technical disruptions at third-party providers, pandemics as well as illness of essential employees. In such cases, performance deadlines shall be extended appropriately. Increased effort due to multiple submissions, repeated approval processes, incorrect or incomplete Client data or platform-side changes constitutes a chargeable additional service.
6. Indemnification
6.1 The Client shall inform GlobalAMZ without undue delay in text form of any legal disputes in connection with the consulting services and any further course of proceedings and shall coordinate with GlobalAMZ how to proceed in this regard.
6.2 The Client shall indemnify GlobalAMZ against all third-party claims arising out of or in connection with:
– incorrect, incomplete or unlawful Client specifications,
– content approved by the Client,
– violations of regulatory requirements or platform guidelines, or
– use of data, trademarks or assets provided by the Client.
The indemnification also includes reasonable costs of legal defense. This applies in particular to content used within the framework of A+ Content, Basic Content, Brand Store content, variant relationships or ASIN adjustments.
6.3 The Client shall indemnify GlobalAMZ against all claims arising from the use of media inventory, targeting segments, creatives, product information, claims or platform functions insofar as these are based on specifications or information provided by the Client or on services of third-party providers. This includes in particular possible violations of unfair competition law (UWG), pharmaceutical advertising law, platform guidelines, trademark rights or data protection regulations, insofar as the legal violation is not based on a breach of duty by GlobalAMZ.
6.4 GlobalAMZ is not obligated to continuously monitor the legal or technical conformity of content, creatives, claims, data or advertising measures provided by the Client. The Client is solely responsible for identifying possible legal violations and informing GlobalAMZ.
6.5 The Client shall indemnify GlobalAMZ against all claims, fines or governmental measures resulting from compliance violations, incorrect or omitted reports, trademark infringements or pharmacovigilance-related decisions of the Client.
6.6 The indemnification expressly also covers claims arising from the fact that the Client does not or does not timely evaluate, process or forward notices, data or reports from GlobalAMZ to competent authorities.
6.7 For pharmacovigilance services, the following applies: GlobalAMZ shall not be liable for the completeness, substantive accuracy or timely detectability of potential PV events. The final evaluation, categorization and any reporting to authorities shall be the sole responsibility of the Client.
7. Rights of Use
7.1 GlobalAMZ reserves all copyrights in the concepts, content and other work results created by it.
7.2 With regard to content created by GlobalAMZ for the Client (e.g., texts, product images, product descriptions, etc.), the Client shall be granted a simple right of use, limited in content to the use on the contractual platform, otherwise unlimited in time and territory, to use, reproduce, edit, distribute and make publicly accessible the content within the contractual purpose. This also applies to AI-generated content insofar as it is used within the contractual relationship. The Client shall independently examine whether AI content is permissible and suitable for its purposes.
7.3 For the duration of use until full payment of the agreed remuneration, GlobalAMZ transfers the rights of use granted in the preceding clause revocably under the condition of full payment.
7.4 The rights of use granted to the Client may only be used within the agreed contractual purpose and on the agreed platforms. Disclosure, licensing, sale or other exploitation of the work results to third parties or for other brands, products or platforms is not permitted without prior written consent of GlobalAMZ.
7.5 The Client is not entitled to reproduce, deconstruct, reverse engineer, further develop or use for the creation of its own tools, software, analysis models or services the data models, analyses, reporting, structures, strategy models, algorithms, processes or other work results provided by GlobalAMZ in whole or in part. Use for purposes of developing competing products is expressly prohibited.
8. Remuneration and Payment Terms
8.1 The Client undertakes to pay the remuneration agreed in the offer (order form). Unless otherwise agreed, additional services to be rendered or expenses or costs incurred by GlobalAMZ due to additional services shall be invoiced separately on a time and material basis according to the current price list and shall be reimbursed by the Client.
8.2 All agreed prices are net prices and are subject to the applicable statutory value-added tax, currently 19%.
8.3 If the parties have agreed on a lump-sum price, project stages shall be invoiced upon completion of partial services, subject to deviating agreements in the offer, in accordance with the agreed service components or service modules specified in the offer.
8.4 In all other respects, GlobalAMZ shall issue an invoice to the Client on the 3rd of each month for services rendered in the previous month. Unless otherwise stated in the invoice, the amount shall be due immediately without deductions.
8.5 In the event of default of payment, default interest shall be charged at a rate of 9 percentage points above the base interest rate. In addition, there is a claim to payment of a lump sum of EUR 40. The assertion of further damages remains reserved.
8.6 If the Client fails to fulfill its cooperation obligations within the meaning of clause 4.9, GlobalAMZ is entitled to assign the resulting payment claim to a third party.
8.7 GlobalAMZ is entitled, within the framework of media processing, to achieve its own purchasing conditions, discounts, margins or other economic advantages without being obliged to disclose them. These do not give rise to any claim for reduction or reimbursement. Such conditions are customary in the industry and form part of the agreed total remuneration.
8.8 Media budgets are not managed by GlobalAMZ in a fiduciary capacity or as earmarked funds. GlobalAMZ does not owe the forwarding or use of individual budget components. Media budgets serve the overall performance of services, whereby GlobalAMZ may freely design pricing, conditions and purchasing models. The media budget is incorporated into the overall performance and is not invoiced separately. No fiduciary management takes place.
8.9 The Client has no claim to disclosure, surrender or crediting of purchasing, processing or condition advantages achieved by GlobalAMZ in connection with media services. These are deemed trade secrets of GlobalAMZ.
8.10 The remuneration of GlobalAMZ may consist of various components, including management fees, setup fees, ongoing service fees, technical fees as well as purchasing or condition advantages. These remuneration components exist independently of each other and do not require disclosure.
8.11 GlobalAMZ is free in its pricing. The Client acknowledges that prices, fees, discounts, rebate-related advantages, purchasing advantages, trading margins or other economic benefits may form part of the total remuneration and need not be disclosed. Price movements, auction fluctuations, cost increases or changed market prices in media purchasing based on market developments, inventory availability, auction mechanisms or other external factors do not give rise to any claims for reduction, reimbursement or damages against GlobalAMZ. Such market- or platform-related cost changes are outside the sphere of influence of GlobalAMZ and do not constitute a defect in performance.
8.12 The Client’s obligation to pay remuneration shall also remain in effect if services must be temporarily restricted, modified or technically adapted due to technical disruptions, adjustments or changes of external third-party platforms, in particular Amazon.
In such cases, no right of reduction, retention or set-off exists.
9. Contract Term and Termination
9.1 Unless expressly agreed otherwise, the contract term shall be twelve (12) months and shall automatically renew for successive periods of twelve (12) months after expiration of the respective contract term.
9.2 The parties may terminate the contract with three (3) months’ notice to the end of the respective contract term. Termination must be made in writing.
9.3 The right to extraordinary termination for good cause remains unaffected. Good cause for GlobalAMZ exists in particular if:
9.3.1 the Client fails to fulfill its payment obligation pursuant to clause 8.1 despite reminder;
9.3.2 the Client grossly or repeatedly, despite reminder, violates essential cooperation obligations, in particular the obligations pursuant to clauses 4.1–4.10;
9.3.3 the Client fails to declare acceptance of the concept or the created brand landing page pursuant to clause 5 or 4.6 although it is obligated to do so;
9.3.4 GlobalAMZ is claimed against by third parties due to a substantiated alleged or actual legal violation in connection with content, data, specifications, advertising materials or measures provided or initiated by the Client, and the Client does not immediately and fully comply with its information, indemnification and cooperation obligations pursuant to clause 6;
9.3.5 objectively comprehensible indications exist that the contractor is significantly restricted in its ability to perform contractual obligations, for example because insolvency proceedings have been opened over its assets or an application for the opening of such proceedings has been rejected for lack of assets or has not been rejected as inadmissible or unfounded within three months of application.
9.4 Changes, restrictions or adjustments of services due to external third-party platforms do not give rise to an extraordinary right of termination for the Client, provided that GlobalAMZ is willing to adjust the service or has already made such adjustment.
10. Warranty & Defects
10.1 Unless expressly agreed otherwise, GlobalAMZ acts solely in a consulting and supportive capacity. In all other respects, the statutory provisions shall apply to warranty.
Claims of the Client against GlobalAMZ due to defective performance or defects in the execution of services shall become time-barred six months after the claim arises and knowledge or grossly negligent lack of knowledge of the circumstances giving rise to the claim, but no later than three years after the claim arises. The shortened limitation period does not apply in cases of fraudulent intent and does not apply to consumers.
10.1.1The parties clarify that the shortened limitation period pursuant to clause 10.1 applies exclusively to commercial customers within the meaning of the German Commercial Code (HGB) and does not apply to consumers.
10.2 The parties are aware that platforms are permanently further developed and modified and that this may also negatively affect the performance and visibility of the Client or other circumstances relevant to the Client’s success on the platform, as well as the feasibility of parts of the projects commissioned by the Client. Corresponding effects during or after the performance of services by GlobalAMZ do not constitute a defect in performance by GlobalAMZ. The same applies to governmental measures, changes in legal framework conditions, regulatory reassessments or platform decisions (e.g., ASIN suspensions, account suspensions, content removals). This applies in particular to decisions, delays, rejections or other procedural steps by Amazon; these are outside the sphere of influence of GlobalAMZ and do not constitute a defect.
10.3 After termination of the contract, connections of the Client to other Amazon accounts set up within the framework of the cooperation may be deleted, including but not limited to Brand Registry links, user rights, technical API links or similar system-side connections. The Client is aware that this may lead to a negative change in the presentation of its content on the platform. This does not constitute a defect in performance by GlobalAMZ. The Client shall be informed in due time before deletion and may take necessary precautions.
10.4 If, in an individual case, a specific success is expressly owed, the Client’s rights in the event of defects shall be governed by the following provisions:
a. If, at the time of transfer of risk to the Client, a material defect in the service of GlobalAMZ exists, GlobalAMZ shall be entitled, at its discretion, to remedy the defect either by new delivery or by rectification (subsequent performance).
b. If GlobalAMZ cannot remedy a material defect within a reasonable period of time or if rectification or new delivery is deemed to have failed for other reasons, the Client may, at its discretion, withdraw from the contract or reduce the remuneration. In the case of a continuing obligation, the right of withdrawal shall be replaced by the right to extraordinary termination. During the reasonable period for rectification or new delivery, GlobalAMZ shall be free in the number of attempts at subsequent performance. Rectification or new delivery shall only be deemed to have failed if GlobalAMZ seriously and definitively refuses such actions, delays them unreasonably, or if other special circumstances exist which render further waiting unreasonable for the Client.
c. The Client shall inspect the work immediately after delivery or making available by GlobalAMZ, insofar as this is feasible in the ordinary course of business, and if a defect becomes apparent, notify GlobalAMZ without undue delay. If the Client fails to give notice, the work shall be deemed approved, unless the defect was not recognizable during inspection.
10.5 GlobalAMZ shall not be liable for damages, delays or malfunctions caused by services or systems of third-party providers, including DSP providers, retail media platforms, subcontractors or technical systems of such providers. Responsibility for provision, delivery and quality of media inventory lies exclusively with the respective third-party provider.
10.6 Services of GlobalAMZ depend partly on third-party platforms (Amazon, DSP providers, websites, retail media providers, subcontractors). Changes, errors, delays, restrictions or policy adjustments of such providers lie outside the responsibility of GlobalAMZ and do not give rise to claims for reduction, termination or damages.
10.7 In the case of compliance, brand protection and pharmacovigilance services, GlobalAMZ does not owe a specific success, complete data capture or a specific result (e.g., removal of specific offers, recognition of trademark rights or classification of PV reports). Lack of success or measures not achieved do not constitute a defect.
10.8 GlobalAMZ shall not be liable for delays, deviations in results or reductions in performance caused by the fact that the Client does not, not in due time or not completely provide decisions, approvals, content or specifications.
11. Liability
11.1 Unlimited Liability
GlobalAMZ shall be liable without limitation for intent and gross negligence. In the case of slight negligence, GlobalAMZ shall be liable without limitation for damages resulting from injury to life, body or health, as well as under the German Product Liability Act.
11.2 Limited Liability
Otherwise, the following limited liability applies: In the case of slight negligence, GlobalAMZ shall only be liable for breach of a material contractual obligation, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the Client may regularly rely (cardinal obligation). Liability for slight negligence in the event of breach of a cardinal obligation shall be limited in amount to the foreseeable damage typical at the time of contract conclusion.
11.3 Except in cases of intent or gross negligence, the liability of GlobalAMZ shall be limited in amount to the remuneration paid by the Client for the project affected by the alleged breach of duty within the last six (6) months prior to the first assertion of the claim against GlobalAMZ.
11.4 As a service provider, GlobalAMZ shall not be liable for damages resulting from technical disruptions or performance failures of the Amazon platform provider or other third parties. GlobalAMZ shall also not be liable for damages which the Client could have prevented by reasonable measures, in particular regular program and data backups.
11.5 Within the scope of the foregoing liability, liability for data loss or data damage shall be limited to the typical recovery effort that would have occurred if regular and risk-appropriate data backups had been carried out by the Client to restore the data from secured data material.
11.6 The foregoing limitations of liability shall also apply in favor of employees and other vicarious agents of GlobalAMZ.
11.7 Liability of GlobalAMZ for claims of third parties based on actions or omissions of platform providers, DSP seats, external service providers or other third parties is excluded. No recourse against GlobalAMZ shall take place. A specific economic, technical or platform-related success of the services is not owed.
11.8 For damages or disadvantages resulting from AI-generated content or automated processes, GlobalAMZ shall only be liable in cases of intent or gross negligence.
11.9 GlobalAMZ shall not be liable for damages resulting from the use, evaluation, non-use, misinterpretation or delayed processing of PV data or compliance notices. Responsibility for legal and regulatory classification lies exclusively with the Client.
11.10 GlobalAMZ shall not be liable for erroneous platform decisions (e.g., Amazon policy enforcement, rejection of trademark reports). Platform decisions are not influenceable and do not constitute grounds for liability.
11.11 GlobalAMZ shall not be liable for damages arising from the Client expecting a specific availability, response time or accessibility, unless such service levels have been expressly agreed in writing.
11.12 GlobalAMZ shall not be liable for damages, performance restrictions or other disadvantages resulting from changes, decisions, technical disruptions or other measures of external third-party platforms, in particular Amazon. Changes, outages or other adjustments of external third-party platforms shall not be deemed impossibility or disruption of performance within the meaning of these T&C.
12. Data Protection
Insofar as GlobalAMZ receives, collects, processes or uses personal data from the Client or on behalf of the Client within the framework of the contract, this shall be carried out by way of commissioned processing (Art. 28 GDPR) for the Client. The Client remains the controller and sole party entitled to the data (so-called “controller of the data”). GlobalAMZ shall collect, process and use customer-related or personal data only within the framework of the assignment and in accordance with the Client’s instructions. In this case, the parties shall conclude a separate agreement on commissioned data processing, in which the details of data processing by GlobalAMZ shall be regulated.
13. Confidentiality
Both parties are permanently obligated to maintain confidentiality regarding business and trade secrets of the respective other party, regarding information designated as confidential or information that is recognizably not intended for third parties and that becomes known to them in connection with the services.
“Confidential Information” shall in particular include the contract, any associated service description, supplements as well as documentation, specifications, including preliminary versions and drafts, as well as source code including adaptations of standard software, prices and all know-how of GlobalAMZ in connection with the services. Such confidential information constitutes business and trade secrets of GlobalAMZ.
14. Final Provisions
14.1 Should one or more provisions of these T&C be or become invalid or void, the remaining provisions shall remain unaffected.
Insofar as services must be adjusted due to requirements of third-party platforms, the foregoing provision of these T&C shall remain fully applicable.
14.2 GlobalAMZ is entitled to use affiliated companies, external platform partners or third-party providers to perform the services. This includes in particular the purchase or technical handling of media services through foreign contractual partners or DSP seats. This does not give rise to any additional rights or claims of the Client against such third-party providers.
14.3 There shall be no claim to audits or information beyond the contractually agreed scope of services. Internal economic parameters and processes of GlobalAMZ are excluded from inspection. Furthermore, the Client undertakes to use all platform accesses set up or used by GlobalAMZ exclusively in accordance with their intended purpose and not to carry out any security-related audits, load tests, API analyses, technical investigations, reverse engineering measures or other interventions that could impair the functionality of platforms or interfaces. Violations may constitute good cause for extraordinary termination and give rise to an appropriate contractual penalty.
14.4 GlobalAMZ does not owe permanent storage, archiving or renewed provision of data, documents, reports or communication records unless expressly agreed in writing.
14.5 GlobalAMZ does not owe the creation or retention of backup copies (backups) and no restoration of data, content or other work results unless expressly agreed in writing. The Client is solely responsible for backing up its data.
14.6 Governing Law
The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.7 Exclusive Place of Jurisdiction
The exclusive place of jurisdiction for all disputes arising out of or in connection with this contractual relationship shall be Munich, Germany, provided that the Client is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law.
Die AGBs können als PDF hier heruntergeladen werden.