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Master Services Agreement

View or download a PDF version of this Master Services Agreement.

Date Updated: 20 November 2020

This Master Services Agreement (the "Agreement") contains the terms and conditions that govern Services provided to (i) Amazon Payments Europe, S.C.A. (a Luxembourg electronic money institution, having its registered office at 38, Avenue John F. Kennedy, L-1855, Luxembourg ("APE"); and/or (ii) Amazon Payments UK Limited (an authorised payment institution in the UK, having its registered office at 1 Principal Place, Worship Street, London EC2A 2FA) ("APUK"); and (iii) any of its Affiliates (as defined below) (collectively, "Amazon") by the contracting entity indicated on the signature page of a work order substantially in the form attached hereto as Exhibit A that incorporates this Agreement (such entity, the "Contractor", and such work order, a "Work Order").  By signing a Work Order, Contractor agrees to be bound by this Agreement. "Affiliate" means a person, association, co-partnership, partnership, corporation, trust or other business entity, however organised, which directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Amazon.  "Control" means ownership of a majority of the voting power of all classes of voting shares, or ownership of a majority of the beneficial interest in income and capital of an entity other than a corporation; or the legal authority, by contract or otherwise, to control the activity of another. Capitalized terms have the meanings given to them in this Agreement.   

1.  SERVICES, WORK ORDERS.

1.1 Services. Contractor will provide services to Amazon in accordance with the terms and conditions of this Agreement ("Services") as the parties may from time to time agree and specify in purchase orders ("Purchase Orders") or work orders ("Work Orders") issued or signed by Amazon.  The agreed form of Work Order is attached as Exhibit A to this Agreement.  The definition of Work Order includes Purchase Orders for purposes of this Agreement, unless otherwise specified.  Any affiliate of Amazon will have the right to enter into Work Orders with Contractor under this Agreement, and with respect to such Work Orders, such affiliate becomes a party to this Agreement and references to Amazon in this Agreement are deemed to be references to such affiliate. With respect to Amazon, each Work Order is a separate obligation of the Amazon entities or entity that execute(s) such Work Order and no other Amazon entity has any obligation under such Work Order.   Contractor will provide all equipment, software and supplies required to perform the Services.  Services under a particular Work Order are called a "Project."  Amazon makes no promises or representations whatsoever as to the amount of business Contractor can expect at any time under this Agreement. 

1.2 Work Orders. This Agreement governs each Work Order, except that any conflict between the terms of this Agreement and a Work Order will be resolved in favour of the Work Order if the Work Order explicitly states that it is intended to modify the conflicting terms of this Agreement. This Agreement does not oblige Amazon to engage Contractor to perform any Services, or Contractor to perform any Services, until both parties have signed a Work Order and then only for the Project specified in the Work Order.  However, a Work Order signed by Amazon (or a Purchase Order) is binding on both parties if Contractor: (a) signs and returns it to Amazon; (b) begins performance; or (c) acknowledges it by email, facsimile or any other commercially reasonable means.  If Contractor commences Services for Amazon in the absence of a Work Order (or a Purchase Order) and Amazon accepts such Services, this Agreement will nevertheless apply, unless the parties otherwise mutually agree in writing.  Contractor will, at no cost to Amazon, promptly and satisfactorily correct any Services or Work Product found to be defective or not in conformity with the requirements of this Agreement and the applicable Work Order. For the avoidance of doubt, it is hereby clarified that each of APE and APUK is severally liable for its own obligations under the Work Order and is not jointly liable for the obligations of the other entity.

1.3  On-Site Services.    Upon prior arrangement, Amazon shall allow Contractor and its authorised Personnel (defined in Section 6 below) reasonable access during normal working hours to any premises controlled by Amazon to the extent necessary for Contractor to provide the Services.  If Contractor provides Services on Amazon premises, Contractor will (a) abide by all Amazon's rules, policies, and procedures regarding such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression harassment and theft (collectively, "Rules"); (b) at Amazon's request, remove and promptly replace any Personnel performing Services who behaves in a manner that is unlawful or inconsistent with any Rule; and (c) not interfere with the carrying out by Amazon of its business.  Contractor shall be liable for any damage to Amazon premises caused by its Personnel.  Unless otherwise agreed, Contractor shall be responsible for property that it brings onto Amazon premises and shall remove such property from Amazon premises on request.

1.4 Payment/Records. Amazon will pay Contractor as provided in the Work Order and on presentation of a valid invoice.  If VAT is chargeable, Amazon will require a valid VAT invoice before making payment and reserves the right to withhold payment until a valid VAT invoice has been provided. Contractor will issue separate invoices to each of APE and APUK in respect of each entity's use of the services and in accordance with the relevant terms of the Work Order. Contractor is entitled to no other compensation or reimbursement for the Services. Contractor will, in accordance with generally accepted accounting standards, keep copies of all books and records relating to the Services during the term of this Agreement and for three years thereafter.  Amazon may upon reasonable notice and during normal business hours examine and make copies of all books and records relating to the Services. 

Amazon will pay any applicable and separately stated sales, use, or similar value added taxes that may be imposed or levied upon the Services fees invoiced to Amazon under this Agreement or any of its Work Orders, unless Amazon provides to Contractor a properly completed exemption certificate.  For the avoidance of doubt, all other taxes, fees, or surcharges will be the responsibility of the party upon whom they are imposed, including taxes, fees and surcharges imposed on income, gross receipts, property or payroll.  

                Contractor will be responsible for all other taxes (including interest and penalties) or fees arising from transactions and the documentation of transactions under this Agreement.

                Amazon shall maintain the right to deduct or withhold any taxes from any amounts payable to Contractor under this Agreement, and payment to Contractor as reduced by such deductions or withholdings will constitute full payment and settlement to Contractor of such amounts.            

 

2. TERM

Contractor's ability to provide services subject to this Agreement begins when Contractor enters into one or more Work Order ("Effective Date") and, unless earlier terminated pursuant to this Agreement, continues until the date when all services under such Work Orders have been provided to Amazon's satisfaction and all related payments have been made.  Amazon may terminate any Work Order or any portion thereof, without cause and/or without the occurrence of a default, by giving at least 30 days prior written notice to Contractor.  Upon any such termination, Amazon is only liable to pay for Services performed and liabilities incurred prior to expiration or termination; provided that if the fee set forth in the Work Order is a fixed amount, Amazon will pay the fee to the extent the Project/Work Order is complete.  In addition, Amazon may terminate any applicable Work Order or any portion of the Services not then performed immediately upon written notice: (a) for Contractor's material breach of this Agreement if Contractor has failed to cure within 30 days of receipt of written notice from Amazon; or (b) if Contractor has become insolvent or involved in a liquidation, termination of its business, or assignment for the benefit of creditors. Contractor may terminate any Work Order immediately upon written notice if Amazon fails to cure a nonpayment of amounts due within 30 days after written notice of such nonpayment to Amazon. 

                Notwithstanding anything to the contrary in this Agreement, Contractor shall not have any right to terminate  any Work Order during Amazon's key business period of 1 October to 15 January (the "Closed Period") and any attempt to do so shall be void and any termination notice served pursuant to this Agreement shall be suspended for the duration of the Closed Period and time shall resume running only on the expiry of the Closed Period. 

                In connection with the termination by Amazon of any Work Order for any reason, Contractor will provide reasonable assistance to Amazon in order to enable and facilitate an orderly transition of the Services to Amazon or to another vendor.

 

3.  REPRESENTATIONS AND WARRANTIES.  

Contractor represents and warrants that: (a) it will perform the Services in a competent and workmanlike manner in accordance with the level of skill, care and diligence customarily observed by a highly skilled supplier rendering similar services; (b) the Services, Work Product and/or other materials provided by or on behalf of Contractor will not violate or infringe any third party's copyright, trademark, design, database or other proprietary right; (c) it and its Personnel will comply, at Contractor's sole cost, with all applicable ordinances, codes, standards, laws, rules, regulations and orders of any governmental authority having jurisdiction over Contractor's performance of the Services ("Laws"), and will hold, maintain for the duration of this Agreement and any Work Order and fully comply with all required licenses, permits and approvals; (d) it has all rights necessary for (and is not subject to any restriction, penalty, agreement, commitment, law, rule, regulation or order which is violated by) its execution and delivery of this Agreement and performance of its obligations under this Agreement; (e) all Personnel are authorised to lawfully perform the Services pursuant to applicable immigration and work status Laws; and (f)  the Services will be performed so as to ensure the Work Product is in full compliance with all applicable Laws including (but not limited to) all statutory safety, quality, performance and compliance obligations; (g) it and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce's Entity List), the European Union or its member states, or other applicable government authority; and (h) it will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority..

 

4.  DEFENCE AND INDEMNITY.

Contractor hereby releases and will defend, hold harmless, and indemnify Amazon, and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors and assigns ("Amazon Indemnified Parties"), from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, "Claims"), arising from any act or omission by Contractor and/or its Personnel, including without limitation any breach of this Agreement or allegation or claim of negligence, strict liability or misconduct.  However, the foregoing does not apply to the extent such Claim results from Amazon's negligent or willful misconduct.  Contractor's duty to defend is independent of its duty to indemnify.  Contractor will use counsel reasonably satisfactory to Amazon to defend each Claim, and Amazon will cooperate (at Contractor's expense) with Contractor in the defence.  Contractor will not consent to the entry of any judgment or enter into any settlement without Amazon's prior written consent, which may not be unreasonably withheld.

 

5.  INSURANCE. 

Contractor will obtain and maintain for the duration of this Agreement and any Work Order the following: (a) comprehensive general commercial liability insurance (including public liability and, where applicable, product liability insurance) with limits of not less than one million Euros per occurrence and three million Euros in aggregate per year, (b) business automobile liability insurance (including coverage for all owned, non-owned and hired vehicles, and no fault coverage where applicable) with limits of not less than one million Euros per occurrence for bodily injury and property damage combined, unless Contractor only uses private passenger automobiles on Amazon's premises, in which case not less than five hundred thousand Euros per occurrence is acceptable, (c) employer's liability insurance with limits of not less than five million Euros per year, and (d)  if Contractor provides professional or consulting services as part of the Services, Contractor will also maintain professional indemnity insurance with limits of not less than two million Euros per claim.  Contractor may satisfy the foregoing minimum limits by any combination of primary liability and umbrella excess liability coverage that result in the same protection to Contractor and the Amazon insured parties.  All of the foregoing insurance polices must have a retroactive date no later than the date that Services commenced and coverage to continue for a period of not less than 3 years after all Services are completed.

Contractor will name Amazon and its affiliates and their respective officers, directors, employees, successors, assigns and agents as additional insureds for the general commercial liability and business automobile policies.  Contractor will cause each insurance policy to provide that it will not be canceled or allowed to expire without at least 30 days prior written notice from the insurance carrier to Amazon.  Contractor will provide certificates of all insurance coverage to Amazon at Amazon, Attn: Risk Management, P.O. Box 81226, Seattle, WA 98108-1226.  Amazon's approval of any of Contractor's insurance policies does not relieve or limit any of Contractor's obligations under this Agreement, including but not limited to liability under Section 4 above for claims exceeding required insurance limits. If Contractor fails to perform any of its obligations in this section, Amazon may withhold payment for any sums owed Contractor until such time as Contractor meets such obligations.

 

6.  PERSONNEL; INDEPENDENT CONTRACTORS.

Contractor and Amazon are independent contractors.  Contractor has exclusive control over its employees, representatives, agents, contractors and subcontractors (collectively, "Personnel") and over its employee relations and its policies relating to wages, hours, working conditions and other employment conditions.  Contractor has the exclusive right to hire, transfer, suspend, dismiss, recall, promote, discipline, discharge and address grievances with its Personnel. Contractor is solely responsible for all salaries and other compensation of its Personnel who provide Services and for making all deductions and withholdings from its employees' salaries and other compensation and paying all contributions, taxes and assessments.  Contractor's Personnel are not eligible to participate in any employment benefit plans or other benefits available to Amazon employees.  Contractor has no authority to bind Amazon to any agreement or obligation. Contractor agrees to be bound by Amazon’s Supplier Code of Conduct. Contractor will be solely responsible for all theft, damage and/or misconduct related to its Personnel.   

                Contractor will not subcontract any Services or delegate any of its obligations under this Agreement or any Work Order without the prior written consent of Amazon.  If Amazon so consents, Contractor will ensure that any such subcontractor is bound to the terms of this Agreement.  Notwithstanding the existence or terms of any subcontract, Contractor is responsible for the full performance of the Services and for its subcontractors' compliance with the terms of this Agreement. 

The parties believe that European Directive 2001/23/EC and any implementation thereof in the Jurisdiction or into the Governing law or any other applicable law or jurisdiction (including any variation or addition to these Directives and to any implementation of these Directives ("the TUPE  Regulations") will not apply to the subject matter of this Agreement either at its commencement or termination.

In the event that the TUPE Regulations are found to apply, Contractor will comply with its obligations under, and be responsible and liable for all claims and liabilities arising out of, the application of the TUPE Regulations to this Agreement or any Work Order under this Agreement.  Contractor further agrees that it shall procure the compliance by any relevant third party employer or employers (collectively "Sub-Contractors") with any applicable obligations under the TUPE Regulations and shall be responsible for any claims (however arising) from all employees of itself or any Sub-Contractors engaged whether before or after the date of this Agreement in providing the Services to Amazon, or otherwise alleged to be within the scope of the applicable TUPE Regulations.  Contractor shall in any event indemnify Amazon and its nominated successor third party supplier or suppliers ("Successors") from any and all liabilities, costs (including reasonable legal fees), claims and expenses which Amazon or any Successor may incur as a result of any act or omission of Contractor or Sub-Contractors, cost, loss, damage or expense suffered or incurred by reason of any proceedings, claim or demand under or in accordance with the TUPE Regulations, whether or not the parties are jointly and severally liable for any obligation under the TUPE Regulations.

Contractor will not consent to the entry of a judgment or settle without Amazon's prior written consent, which may not be unreasonably withheld.  Contractor will use counsel reasonably satisfactory to Amazon, and Amazon will cooperate in the defence.  If Amazon reasonably determines that any Acquired Rights Claim might have an adverse effect, Amazon may take control of the defence at its expense (without limiting Contractor's indemnification obligations).

 

7.  CONFIDENTIALITY/PUBLICITY.  

Contractor will comply with the terms of any nondisclosure agreement between Contractor and Amazon ("NDA").  If no such NDA exists, Contractor will (a) will protect and keep confidential the existence of this Agreement (including, without limitation, all Work Orders), its terms and conditions and any other information obtained from Amazon in connection with this Agreement or related to the Services that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary (including but not limited to all information relating to Amazon's pricing, quantity and incentive terms, technology, customers, business plans, marketing activities and finances), (b) will use such information only for the purpose(s) for which it was originally disclosed and in any case only for the purpose of fulfilling its obligations under this Agreement, and (c) will return all such information to Amazon promptly upon the termination of this Agreement. All such information will remain Amazon's exclusive property, and Contractor will have no rights to use such information except as expressly provided herein. Contractor will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Amazon or any of its affiliates in any manner without prior written authorization of such use by a Vice President of Amazon.  Contractor will not issue press releases or publicity relating to Amazon or this Agreement or reference Amazon or its affiliates in any brochures, advertisements, client lists or other promotional materials. 

 

8. PROPRIETARY RIGHTS.

8.1   Work Product, Proprietary Rights and Pre-Existing Work.   If Contractor delivers or is required to deliver to Amazon any work product in connection with the Services, including but not limited to concepts, works, inventions, information, drawings, designs, programs, or software (whether developed by Contractor or any of its Personnel, either alone or with others, and whether completed or in-progress) (collectively, "Work Product"), then the parties acknowledge and agree that ownership of the Work Product and all associated intellectual property in such Work Product (collectively, "Proprietary Rights") shall vest in Amazon.  Work Product does not include: (a) any inventions or developments made by Contractor prior to the Effective Date; or (b) any improvements Contractor may make to its own proprietary software or any of its internal processes as a result of any Work Order, provided that such improvements do not infringe Amazon's Proprietary Rights ("Pre-Existing Work").

8.2 Assignment of Proprietary Rights. To the extent that the Proprietary Rights do not automatically vest in Amazon the Contractor hereby assigns to Amazon (or to such of its affiliates as it may designate) with full title guarantee all right, title and interest in and to the Proprietary Rights. Contractor will execute any documents in connection with such assignment that Amazon may reasonably request.  Contractor will enter into agreements with its Personnel or any other party as necessary to establish Amazon's sole ownership of the Proprietary Rights, and upon Amazon's request, Contractor will provide Amazon with copies of such agreements.  Contractor appoints Amazon as its attorney to execute assignments of, and register all rights to, the Proprietary Rights. At any time upon request from Amazon and upon termination or expiration of this Agreement, Contractor will deliver to Amazon in tangible form all materials containing Work Product and the Proprietary Rights, whether complete or in process.

8.3 License to Pre-Existing Work. To the extent Pre-Existing Work of Contractor is embodied in any Work Product, deliverables or Proprietary Rights, Contractor hereby grants Amazon a non-exclusive, worldwide, irrevocable, royalty-free licence for the duration of the underlying rights to (a) use, make, have made, sell, offer to sell, reproduce, perform, display, distribute, and import such Pre-Existing Work, (b) adapt, modify, and create derivative works of such Pre-Existing Work, and (c) sub-licence the foregoing rights. 

 

9.  GENERAL.

9.1  Assignment.  Contractor will not assign any part or all of this Agreement without Amazon's prior written consent.  Any attempt to assign in violation of this section is void in each instance.  Amazon may assign this Agreement (or any of its rights and obligations under this Agreement or any Work Order):  (a) to any of its affiliates; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction.

9.2  Governing Law/Venue.  This Agreement will be interpreted, construed and enforced in accordance with the laws of the Grand-Duchy of Luxembourg without reference to the rules governing choice of laws.  Each party hereby submits to the non-exclusive jurisdiction and venue of the courts of the judicial District of Luxembourg City, with respect to any claim, action or proceeding arising out of this Agreement and waives all objections to jurisdiction and venue of such courts.

9.3  Notices. Notices under this Agreement are sufficient if given by overnight courier service, registered post requiring signature on receipt, facsimile with electronic confirmation or personal delivery.  Amazon may provide notice to Contractor under the Agreement by sending an e-mail message to Contractor's Account Manager or Amazon contact or, in the event of termination of the Agreement, by sending a letter to the address provided by Contractor in the Work Order. To give Amazon notice under the Agreement, Contractor must send all notices and other communications to Amazon Payments Europe S.C.A., c/o VP Legal Department, 38 avenue J.F. Kennedy, L-1855, Luxembourg. Contractor based in the United Kingdom must send all notices and other communications to Amazon Payments UK Limited, c/o VP Legal Department, 1 Principal Place, Worship Street, London. If no address is listed for Contractor, notice to Contractor will be effective if given to the last known address. Notice is effective:  (a) when delivered personally, (b) three business days after sending by registered post requiring signature on receipt, (c) on the business day after sending by a courier service, or (d) on the business day after sending by facsimile with electronic confirmation to the sender.  A party may change its notice address by giving notice in accordance with this section. 

9.4  Severability.  If any provision of this Agreement is determined by any court or governmental authority of competent jurisdiction to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

9.5  No Waiver.  A party does not waive any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder.  Any waivers granted hereunder are effective only if recorded in a writing signed by the party granting such waiver.

9.6  Cumulative Rights/Construction.  The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement or other rights and remedies available to it at law or in equity.  The section headings of this Agreement are for convenience only and have no interpretive value.   

9.7 Survival. The following provisions survive termination or expiration of this Agreement: the records provision in Section 1.3; Defence and Indemnification (Section 4); Confidentiality/Publicity (Section 7); Proprietary Rights (Section 8) and General (Section 9), including without limitation, Limitation of Liability (Section 9.10).

9.8  Injunctive Relief.  Contractor acknowledges that any material breach of Section 7, or Section 8, by Contractor would cause Amazon irreparable harm for which Amazon has no adequate remedies at law.  Accordingly, Amazon is entitled to specific performance or injunctive relief for any such breach. 

9.9  Data Protection.  Each party undertakes to comply its respective obligations under Regulation (EU) 2016/679 of the European Parliament and any implementation of such Regulation in the governing law or any other applicable law (including any variation or addition to the said Regulation and to any implementation of thereof) and any applicable codes of practice and best practice guidance issued by any applicable authorities (together, the "Data Protection Requirements").   In particular and without limitation, where in the course of providing the Services Contractor processes personal data (as defined in the Data Protection Requirements) on Amazon's behalf Contractor will: (a) act only on instructions from Amazon as data controller, take appropriate technical and organizational measures against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to the same; (b) not transfer any such personal data outside the countries of the European Economic Area, without and only to the extent of any express written consent of the relevant data subject and Amazon which may be refused at Amazon's sole discretion; (c) allow Amazon access to any relevant premises owned or controlled by Contractor on reasonable notice to inspect Contractor's procedures in relation to the processing of the personal data and will, on request from time to time, prepare a report for Amazon as to Contractor‘s current technical and organizational measures used to protect any such personal data; and (iv) keep all materials containing such personal data in a safe and secure place (or if held electronically Contractor shall ensure it has appropriate electronic security systems in place) and shall return them to Amazon (or if held electronically Contractor shall ensure all files containing data are deleted and shall provide written confirmation of this to Amazon) immediately on termination or expiry of this Agreement or sooner on Amazon's written request.

9.10 LIMITATION OF LIABILITIES. EXCEPT FOR LIABILITIES ARISING OUT OF BREACH OF DEFENCE AND INDEMNITY OBLIGATIONS UNDER SECTIONS 4 AND 6, BREACHES OF CONFIDENTIALITY UNDER SECTION 7, DATA PROTECTION OBLIGATIONS UNDER SECTION 9.9, LIABILITIES ARISING OUT OF VIOLATION, MISAPPROPRIATION, OR INFRINGEMENT OF THE OTHER PARTY'S OR THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, AS WELL AS EITHER PARTY'S GROSS NEGLIGENCE AND WILFUL MISCONDUCT, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED  €50,000.00.

                AMAZON IS NOT LIABLE TO CONTRACTOR FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES (ALL OF WHICH TERMS INCLUDE, WITHOUT LIMITATION, PURE ECONOMIC LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND SIMILAR LOSS). NOTHING IN THIS AGREEMENT OR ANY WORK ORDER EXCLUDES OR LIMITS THE LIAIBLITY OF AMAZON FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR ANY MATTER THAT IT WOULD BE ILLEGAL FOR AMAZON TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIAIBLITY.

9.11  Entire Agreement.  This Agreement and the Work Orders, together with all associated exhibits and schedules, which are incorporated by this reference, and any separately executed Non-Disclosure Agreement, constitute the complete and final agreement of the parties pertaining to the Services and supersede the parties' prior agreements, understandings and discussions relating to the Services. No modification of any Work Order is binding unless it is in writing and signed by Amazon and Contractor.  Amazon may modify the terms of this Agreement at any time, and will notify Contractor of any updated Agreement by posting it to the Amazon Websites (as defined below). Any change to this Agreement will be effective sixty (60) days after the date of posting to the Amazon Websites. Provided Contractor does not terminate any Work Order within this sixty (60)-day period, Contractor will be deemed to have accepted the modified Agreement with respect to such Work Order.  "Amazon Website(s)" means the websites located at https://pay.amazon.com/uk, https://pay.amazon.com/de and/or any successors thereto and certain other websites owned and operated by Amazon or its Affiliates, as specified by Amazon from time to time.

                 

                The parties may use standard business forms or other communications, but use of such forms is for convenience only and does not alter the provisions of this Agreement.


EXHIBIT "A"

Work Order effective _____________, 20__

 

This Work Order is entered into and made a part of the Master Services Agreement available at pay.amazon.com/uk/help/202197380 (the "Agreement"), to apply to the Amazon entity noted below (for purposes of this Work Order, "Amazon") for the Project described below.  All capitalized terms not defined in this Work Order have the respective meanings set forth in the Agreement.  To the extent that the terms of this Work Order conflict with any of the terms of the Agreement, and the Work Order explicitly states that it intends to modify the conflicting terms, this Work Order supersedes the Agreement.

 

1.  Description of Project Services:

Any change to Contractor's scope of work must be authorized in writing by both parties, and in the case of Amazon, is binding only if signed by _________________________ or by a Vice President of Amazon. 

2.  General Description of Work Product/deliverables:

3.  Location(s) Where Services Will Be Provided:    

4.  Start Date Of Services: 

5.  Required Completion Date: 

6.  Contractor Fees/Payment Terms:

Amazon will pay Contractor _____________________________________________, for the Services performed by Contractor in accordance with the Agreement.

Amazon will pay Contractor the amount above in accordance with the delivery of Deliverables as set forth above and acceptance by Amazon, subject to receipt of Contractor's invoice. The invoice will be in a form and content reasonably acceptable to Amazon and will contain sufficient information to allow Amazon to determine the accuracy of the amounts billed.  The invoice will be VAT compliant and will show VAT as required, where this is chargeable.  Payment terms are net 60 days of receipt of invoice and acceptance of Services by Amazon.

Contractor represents that the pricing offered to Amazon under this Work Order is and at all times will be as favorable as that offered to Contractor's other customers receiving services from Contractor similar to the Services hereunder. If Contractor offers to provide the Services to a customer on terms that are more favorable than the terms offered to Amazon, Contractor will notify Amazon of the third-party terms, and at Amazon's election those terms will be applied to Amazon's purchase of the Services under this Work Order effective as of the date such terms were offered to the other customer.

7.  Modifications to the Agreement for the purposes of this Work Order:

For the purposes only of this Work Order and any Purchase Orders issued pursuant to it, the following modifications and additions to the Agreement shall apply:

Contractor understands that some of the software, technology or related information that Contractor and its employees or contractors may have access to may be subject to export control laws and regulations (the "Export Controlled Materials"). Contractor will not, without prior written approval from Amazon, allow any of its employees or contractors to have access to or use of any Export Controlled Materials if such access or use would require an export license. 

 

 

This Work Order is entered into as of the Start Date set forth above.

 

Amazon:

Contractor

 

 

By:                                                                                        

By:                                                                                        

Printed Name:                                                                     

Printed Name:                                                                     

Title:                                                                                     

Date Signed:_________________________________

Title:                                                                                     

Date Signed:__________________________________

Location Signed:______________________________