Terms & Conditions

1 About These Terms

These Terms and Conditions govern your use of the AKSpire website and, where applicable, the services we provide. By using this website, submitting a form, requesting an audit or engaging us, you agree to these terms.

If you are agreeing on behalf of a company, you confirm that you are authorized to bind that company, and references to you include it.

If you do not accept these terms, please do not use the website or our services.

2 Who We Are

AKSpire is an Amazon PPC and advertising agency providing advertising management, launch and ranking, listing optimization, full-service account management and compliance services to brands selling in the United States, across ten niches including wellness and supplements.

The contracting party is AKSpire, of support@akspire.com. In these terms, AKSpire, we, us and our refer to that business.

AKSpire is an independent agency. We are not affiliated with, endorsed by or acting as an agent of Amazon.com, Inc. or any of its affiliates.

3 Using This Website

You may use this website to learn about our services, request an audit, book a consultation and contact us. You agree not to:

• Use the website unlawfully, or in a way that damages, disables or impairs it.
• Attempt to gain unauthorized access to any part of the website or its systems.
• Scrape, harvest or systematically extract content except as permitted by ordinary search engine indexing.
• Submit false information, another person’s information without authority, or anything unlawful or malicious.
• Reproduce or republish substantial parts of our content without written permission.

We may suspend or withdraw the website, or any part of it, without notice. We do not guarantee that the website will be available uninterrupted or free of errors.

4 How an Engagement Starts

Nothing on this website is an offer capable of acceptance. Prices shown, including any starting price on our pricing page, are indicative and depend on scope.

An engagement begins only when we have agreed a written scope of work, proposal or service agreement with you and you have accepted it. That document sets the services, the fee, the term and anything specific to your account.

If there is a conflict between these terms and a signed service agreement, the service agreement takes precedence for the engagement it covers. These terms continue to apply to everything it does not address.

5 The Free Audit

We offer a complimentary written audit. It is provided for your information, carries no obligation on either side, and does not create a client relationship or an ongoing duty to advise you.

An audit is prepared from the information you give us and from what is publicly visible, or from account access you choose to grant. Its accuracy depends on the accuracy and completeness of what we are given.

The audit is our work product. You may use it internally for your own business, including acting on it without us. Please do not publish it, resell it or present it as your own.

We may decline to carry out an audit, or decline to continue, including where the products or claims involved fall outside what we are willing to work on.

6 Fees and Payment

Fees are set in your scope of work or service agreement. Our standard model is a flat monthly fee rather than a percentage of advertising spend or of revenue.

• Fees are invoiced in advance for the period they cover unless agreed otherwise.
• Payment is due within [14] days of the invoice date.
• Fees are exclusive of any applicable taxes, which are added where required.
• Bank charges, currency conversion costs and payment processing fees are yours.
• Fees already invoiced for a period that has begun are not refundable on a pro rata basis unless your agreement says so.

If an invoice remains unpaid after [14] days past its due date, we may suspend work and account access after giving you written notice. We will tell you before we suspend, not afterwards.

A fee change requires written notice of at least [30] days and does not take effect in a period already invoiced.

7 Advertising Spend

Your advertising spend is yours and stays yours. It is charged by Amazon to your own payment method on your own account. We do not hold, receive or invoice your ad budget, and our fee does not change with it.

You set the budget. We manage within it and will not exceed an agreed budget without your instruction. Amazon’s own pacing can cause daily spend to vary above or below a daily budget, which is a platform behaviour rather than an act of ours.

You remain responsible for amounts Amazon charges you, including spend incurred while campaigns were live, and we are not liable for the cost of advertising placed under an agreed strategy.

8 Account Access and Permissions

Where our work needs access to your Amazon account, that access is granted through Seller Central user permissions, scoped to what the work requires. We do not ask for and will not use your primary account login, your password or your authentication codes.

You keep ownership of the account, your Brand Registry enrolment, your listings and your bank and tax details. Nothing in these terms transfers any of that to us.

You may withdraw or change our access at any time in Seller Central. Withdrawing access may prevent us from performing some or all of the services, and does not by itself end the engagement or your payment obligations for the period.

When an engagement ends, removing our access is a settings change you make. We will also confirm what we no longer hold. See section 17.

9 What We Need From You

Our work depends on what you provide. You agree to:

• Give accurate and complete information, including costs, margins, lead times and stock position where the work depends on them.
• Hold the rights, licences and approvals needed for the products, brands, images, trademarks and copy you ask us to use.
• Make sure your products are lawful to sell, properly labelled and safe, and that any required testing, certification or documentation exists.
• Grant and maintain the account access the work requires.
• Respond to approvals and questions within a reasonable time, and tell us promptly about stock, pricing, supplier or compliance changes that affect the work.
• Remove unnecessary personal information, such as customer names and contact details, from reports and screenshots before sending them to us.

Where a delay or a result is caused by information we were not given or an approval we did not receive, that is not a failure on our part.

10 What We Will Not Do

These are not aspirations. They are commitments, and they are published on the relevant service pages as well as here. We will not:

• Buy, borrow, create or supply invoices for a category ungating application, or submit any document that does not come from your real suppliers and your real purchase history.
• Place fake orders or manipulate reviews, including incentivised, solicited or purchased reviews outside Amazon’s own programs.
• File intellectual property or policy complaints against competitors that we cannot substantiate.
• Write or approve a claim the available evidence does not support, or soften the wording of an unsupported claim instead of removing it.
• Take a commission, margin or rebate on your purchase orders, your supplier pricing or your advertising spend. Our fee is the same whichever supplier you choose and whatever you spend.
• Operate on a shared primary login or ask you for your password.
• Use any other tactic that puts your account at risk in order to produce a short-term result.

If you ask us to do any of these, we will decline, and persistent requests are grounds for us to end the engagement under section 17.

We are also not a law firm, a freight forwarder, a customs broker or a testing laboratory. Where work requires one of those, we coordinate with the appropriate provider rather than performing it ourselves.

11 No Guarantee of Results

We provide our services with reasonable skill and care, using accepted practice and our own experience. We do not guarantee outcomes, and no statement on our website, in an audit, in a proposal or in conversation should be read as one.

In particular, we do not guarantee:

• Any ranking, keyword position, share of voice or page-one placement.
• Any level of sales, revenue, profit, ACoS, TACoS, ROAS or conversion rate.
• Approval of a category, sub-category, brand or ingredient ungating application.
• Reinstatement of a suspended listing or account, or any timeline for one.
• That a listing, claim or product will not be flagged, suppressed or subject to regulatory action.
• Any response time or decision from Amazon, Seller Support or any regulator.

Case studies, figures and testimonials shown on our website describe specific past engagements. They are not a prediction, a projection or a promise of similar results for you.

Forecasts, models and estimates we provide, including demand forecasts, landed cost models, lead times and advertising cost projections, are informed projections based on the information available. They will sometimes be wrong, and the decision to act on them is yours.

12 Amazon and Other Third Party Platforms

Our services operate inside platforms we do not control, principally Amazon. Amazon sets and changes its policies, fees, ad products, reporting, algorithms and enforcement at its discretion and usually without notice to us.

You remain bound by Amazon’s own terms, policies and program rules, and by those of any other platform or tool used in the work. Where a conflict arises, the platform’s rules prevail over anything we would otherwise do.

We are not responsible for a platform’s acts, omissions, outages, errors, fee changes, policy changes or enforcement decisions, including suspension of a listing or an account by that platform.

13 Compliance and Regulated Products

Where we review labels, listings, advertising or claims, we do so against Amazon policy and against the regulatory requirements as we apply them in our work. This is not legal or regulatory advice, we are not lawyers, and no professional relationship of that kind is created.

You remain responsible for the safety, labelling, formulation, documentation and lawfulness of your products, and for the claims made about them. We recommend taking an opinion you intend to rely on from a qualified attorney or regulatory consultant, and we will tell you when we think a matter has reached that point.

We may decline or stop work involving products, categories or claims that we judge unlawful, unsafe or outside what we are prepared to be associated with. That judgement is ours to make and is not a statement about the legality of your product.

14 Intellectual Property

The website, its design, text, graphics and arrangement are owned by us or our licensors and are protected by intellectual property laws. Our name and logo are ours. Nothing on the website grants you a licence to use them except as expressly set out here.

You keep ownership of everything you supply: your brand, trademarks, products, images, copy, data and account content. You grant us the licence needed to use those materials to perform the services for you, for the duration of the engagement.

Deliverables we create for you under a paid engagement, such as listing copy, A+ content, campaign structures, reports and documents, become yours once the fees covering them have been paid. Our underlying methods, templates, frameworks, tooling and know-how remain ours, and nothing stops us using them for other clients.

We may describe the work at a general level and use anonymised results as a case study. We will not use your brand name, logo or a named testimonial without your written permission.

15 Confidentiality

Each of us may receive information from the other that is confidential or would reasonably be understood to be. Each agrees to keep it confidential, use it only for the engagement, and disclose it only to people who need it and are under similar obligations.

This does not apply to information that is public through no fault of the recipient, was already lawfully held, is independently developed, or must be disclosed by law or by a competent authority, in which case the recipient will give notice where it is lawful to do so.

These obligations continue after the engagement ends.

16 Personal Information

Our handling of personal information is described in our Privacy Policy, which forms part of these terms.

Where we process personal information on your behalf to carry out your instructions, a data processing agreement may be required and will take precedence over these terms for that processing. You are responsible for having a lawful basis for any personal information you provide to us.

17 Term and Termination

Unless your agreement says otherwise, engagements run month to month. Either of us may end the engagement by giving [30] days written notice, with the notice period running to the end of the current billing period.

Either of us may end the engagement immediately on written notice if the other commits a material breach that is not remedied within [14] days of being asked to remedy it, becomes insolvent, or is required to stop by law.

We may also end the engagement immediately if you ask us to do something listed in section 10.

On termination:

• Fees for work performed and for the current period remain payable.
• You remove our Seller Central user permissions. We will confirm when we hold no further access.
• We hand over the deliverables covered by paid fees, in the formats we hold them, within a reasonable period.
• Campaigns, listings and the account remain yours and keep running. We do not pause, delete or alter anything as a condition of exit.
• Sections on confidentiality, intellectual property, disclaimers, liability, indemnity and governing law continue to apply.

18 Disclaimers

The website and its content are provided on an as is and as available basis. To the fullest extent permitted by law, we exclude all warranties, conditions and representations that are not expressly set out in these terms or in your agreement with us.

Content on the website, including the blog, the glossary and any audit or guide, is general information. It is not advice for your specific situation and should not be relied on as the sole basis for a business decision.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

19 Limitation of Liability

Subject to the paragraph above, and to the fullest extent permitted by law:

• Neither of us is liable to the other for loss of profit, loss of revenue, loss of sales, loss of ranking, loss of goodwill, loss of data, loss of anticipated savings, or for any indirect or consequential loss.
• Our total aggregate liability arising out of or in connection with the services, however caused, is limited to [the total fees you paid us in the three months immediately before the event giving rise to the claim].
• We are not liable for advertising spend charged to you by Amazon, for a platform’s enforcement decision, or for a loss arising from inaccurate or incomplete information we were given.

A claim must be brought within [12] months of the date you became aware, or should reasonably have become aware, of the circumstances giving rise to it.

20 Indemnity

You agree to indemnify us against claims, losses and reasonable costs arising from: your products, including their safety, labelling and lawfulness; claims you instructed us to make or approved; your infringement of a third party’s intellectual property; your breach of Amazon’s or another platform’s terms; and information you gave us that was inaccurate, incomplete or that you were not entitled to provide.

This does not apply to the extent the claim results from our own breach of these terms or our negligence.

21 Governing Law and Disputes

These terms and any dispute arising from them are governed by the laws of [Insert the governing jurisdiction, for example the State of Delaware, United States], without regard to its conflict of law rules. The courts of [Insert the agreed venue] have exclusive jurisdiction, and each of us submits to that jurisdiction.

Before starting proceedings, we both agree to raise the issue in writing and to spend [30] days trying to resolve it in good faith. This does not prevent either of us from seeking urgent injunctive relief.

22 General

Entire agreement. These terms, your scope of work or service agreement, and our Privacy Policy are the whole agreement between us on their subject matter and replace any earlier discussion or proposal.

Assignment. You may not assign or transfer your rights without our written consent. We may assign to a successor of our business on notice to you.

Subcontracting. We may use team members and contractors to perform the services and remain responsible for the work they do for you.

No partnership. Nothing here creates a partnership, joint venture or employment relationship, and neither of us can bind the other.

Severability. If a provision is found unenforceable, the rest continues in force and the provision is applied to the extent it can be.

No waiver. A delay in enforcing a right is not a waiver of it.

Force majeure. Neither of us is liable for a failure caused by something beyond reasonable control, including platform outages, acts of government, natural events or infrastructure failure. Payment obligations already due are not suspended by this.

Notices. Notices under these terms are given in writing by email to the addresses the parties use for the engagement, and to us at support@akspire.com.

23 Changes to These Terms

We may update these terms when our services, practices or legal obligations change. The revised version is posted on this page with the last updated date at the top amended.

Changes apply to website use from the date they are posted. For an existing engagement, a material change that affects your rights or obligations takes effect at the start of your next billing period after we have given you notice, and does not apply retrospectively.

24 Contact Us

For questions about these terms, contact:

AKSpire

Email: support@akspire.com

Phone: +1 332 291 0306

Website: https://akspire.com/