Terms of Service

01Introduction and Acceptance

These Terms of Service ("Terms") constitute a binding agreement between Ecomstone Vietnam JSC ("Ecomstone," "we," "us," or "our"), a joint-stock company organized under the laws of Vietnam with its principal office at 4th Floor, Esymed Building, No. 8 LK29 Duong Noi Urban Area, Ha Dong District, Hanoi, Vietnam, and the client ("you" or "Client") engaging our managed Amazon services under the Ecomstone Solutions program.

By signing a service agreement, granting us Amazon SP-API access, or otherwise engaging our services, you agree to be bound by these Terms together with any supplementary Service Agreement, Statement of Work, Data Processing Agreement, and our Privacy Policy.

02Services Provided

Ecomstone Solutions provides managed Amazon operations services across three tiers:

• Tier 01 — Ads Management ($1,000/month): Full management of Sponsored Products, Sponsored Brands, and Sponsored Display campaigns, including keyword research, bid optimization, dayparting, weekly reporting, and monthly strategy reviews.
• Tier 02 — Ads + Listings ($2,000/month): Everything in Tier 01, plus full listing optimization, backend keyword work, A+ Content strategy, competitor analysis, and bi-weekly strategy calls.
• Tier 03 — Full-Service (Custom pricing): Everything in Tier 02, plus inventory planning, FBA shipment coordination, account health monitoring, Brand Registry support, multi-marketplace management, and a dedicated account manager.

Specific deliverables, KPIs, and reporting cadence for each engagement are defined in the Service Agreement executed between Ecomstone and the Client.

03Fees and Payment

All fees are stated in United States Dollars (USD) and are payable monthly in advance unless otherwise agreed in writing:

• The monthly retainer covers Ecomstone's managed services only. Advertising spend (paid directly to Amazon) is separate and is the Client's responsibility.
• Minimum initial engagement is three (3) months. After the initial term, services continue month-to-month.
• Either party may terminate the engagement with thirty (30) days' written notice.
• Invoices are issued at the start of each billing period and are due within seven (7) days of issuance.
• Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

For Clients with monthly ad spend exceeding $50,000, performance-based pricing structures may be agreed in writing.

04Amazon SP-API Access and Client Authorization

To deliver our services, Ecomstone requires authorized access to the Client's Amazon Selling Partner account through the Amazon Selling Partner API ("SP-API"). The Client:

• Grants Ecomstone permission to access specific SP-API roles strictly necessary to deliver the contracted services (including but not limited to Brand Analytics, Product Listing, Pricing, Inventory, and Advertising roles).
• Acknowledges that this authorization is given voluntarily and can be revoked at any time through the Amazon Selling Partner Appstore or Seller Central.
• Understands that revocation of SP-API access will materially limit Ecomstone's ability to deliver the contracted services and may result in termination of the engagement.

Ecomstone's use of Client data obtained via SP-API is governed by the Data Processing Agreement and Amazon's Data Protection Policy.

05Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information required for Ecomstone to deliver services, including product data, inventory levels, pricing, and brand assets.
• Maintain a valid Amazon Seller Central or Vendor Central account in good standing.
• Fund advertising campaigns directly with Amazon. Ecomstone does not handle Client advertising budgets.
• Comply with all Amazon policies, including restricted products, listing policies, and intellectual property rules.
• Respond to Ecomstone's requests for input, approval, or authorization within a reasonable timeframe.

06Confidentiality

Both parties agree to maintain strict confidentiality over non-public information exchanged during the engagement, including but not limited to business strategies, financial data, product roadmaps, and customer data. Confidentiality obligations survive termination of the engagement for a period of three (3) years.

Client identities are kept confidential by default and will not be disclosed in marketing materials or case studies without prior written consent.

07Intellectual Property

All pre-existing intellectual property of each party remains its sole property. Deliverables created by Ecomstone specifically for the Client (such as optimized listings, ad creatives, and reports) become the Client's property upon full payment of the corresponding invoice.

Ecomstone retains ownership of its proprietary methodologies, templates, internal tools, analytical frameworks, and know-how developed independently of the engagement.

08Performance Disclaimer

Ecomstone will exercise reasonable care, skill, and industry expertise in delivering its services. However:

• Amazon is an independent third-party platform whose policies, algorithms, and features change without notice.
• Advertising and sales performance depends on many factors beyond Ecomstone's control, including product quality, pricing, competition, seasonality, and Amazon platform behavior.
• Ecomstone does not guarantee specific outcomes, revenue figures, ACOS levels, ranking positions, or sales volumes.
• Historical performance of other clients is not a guarantee of future results.

09Limitation of Liability

To the maximum extent permitted by applicable law, Ecomstone's total aggregate liability arising out of or relating to the services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to Ecomstone in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

10Termination

Either party may terminate the engagement:

• For convenience, with thirty (30) days' written notice after the initial 3-month minimum term.
• For material breach, if the breaching party fails to cure within fifteen (15) days of written notice.
• Immediately, if the other party becomes insolvent, enters bankruptcy, or ceases operations.

Upon termination, Ecomstone will: (a) cease providing services as of the termination date, (b) revoke its own SP-API access to the Client's account, (c) deliver any work in progress that has been paid for, and (d) delete Client data in accordance with the Data Processing Agreement.

11Amazon Trademark and Brand Acknowledgment

Amazon, the Amazon logo, Amazon Advertising, Selling Partner API, Brand Analytics, and all related names, logos, and product names are trademarks of Amazon.com, Inc. or its affiliates. Ecomstone Solutions is an independent service provider and is not endorsed, sponsored, or affiliated with Amazon beyond our formal participation in the Amazon Service Provider Network (SPN) program.

12Governing Law and Dispute Resolution

These Terms are governed by the laws of the Socialist Republic of Vietnam, without regard to conflict-of-laws principles. Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation between the parties.

If negotiation fails, disputes shall be submitted to the Vietnam International Arbitration Centre (VIAC) in Hanoi for resolution under its Rules of Arbitration. The language of arbitration shall be English.

13Changes to These Terms

Ecomstone may update these Terms from time to time to reflect changes in applicable law, Amazon policy, or our service offerings. Material changes will be communicated to active Clients via email at least thirty (30) days before taking effect. Continued use of our services after the effective date constitutes acceptance of the updated Terms.

14Contact

Questions about these Terms should be directed to: