Seller Candy
Service Level Agreement

Version Date: 1 October, 2021

Welcome to Seller Candy! This Service Level Agreement (the “Agreement”) sets out the expected levels of service and support that you will receive from the Company under your subscription with Seller Candy and should be read together with the Terms and Conditions, Privacy Policy, and such other standard policies released by Seller Candy from time to time. 

You acknowledge and agree that by registering for a Seller Candy Account and subscribing to and using the Services, you expressly agree to be bound by the terms set out in this Agreement, as may be updated and amended by us from time to time in our sole discretion. If you do not agree to the terms set out in this Agreement, please do not use our Services and/or access our Sites. 

1.      INTERPRETATION

1.1. Definitions. The following definitions and rules of interpretation apply to this Agreement:

“Agreement” means this document in its entirety, including Schedules, as amended from time to time; 

“Amazon Seller Central” means the web interface which Amazon businesses, brands, and merchants use to market and sell the products directly to Amazon’s customers;

“Commercially Reasonable Efforts” means the same degree of priority and diligence with which Seller Candy meets the support needs of our other similar customers;

“Company”, “Seller Candy”, “Us”, “Our” and “We” refers to CavTech Limited (DBA Seller Candy) (Reg No.: 2444006), a company incorporated in Hong Kong with our registered office at Room 9, 4^th Floor, Beverley Commercial Centre, 7-105 Chatham Road South, Tsim Sha Tsui, Hong Kong, and the businesses carried out under the brand “Seller Candy” including, where applicable, its subsidiaries, brands, and related or associated companies;

“Company Content” has the meaning given to it in Clause 9.1 (Seller Candy IP); 

“Confidential Information” means any information supplied by either Party, or any of their respective subsidiaries, affiliates, officers, directors, employees, contractors, partners, and agents to the other Party and any of their respective subsidiaries, affiliates, officers, directors, employees, contractors, partners, and agents, whenever and in whatever form, in connection with this Agreement, including without limitation:

1. 1. 1. 1. information contained or reflected in any report analysis, compilation, study, or other material prepared by or for either Party;
         2. relating to the existence and provisions of, or the negotiations leading to this Agreement; and/or
         3. that would be regarded as confidential by a reasonable business person.

“End-Users” has the meaning given to it in Clause 14.1 (Agency Client); 

“End-User Accounts” means the client accounts of the End-Users as hosted on your platforms and/or websites from time to time;

“Force Majeure” has the meaning given to it in Clause 12.1 (Force Majeure Events); 

“Indemnified Parties” has the meaning given to it in Clause 14.6 (Indemnity);

“Marks” has the meaning given to it in Clause 9.1 (Seller Candy IP);

“Out-Of-Scope Services” refers to any services that Seller Candy determines, in our sole and absolute discretion, to be out-of-scope, including but not limited to any services that fall outside the scope of the Support Services;

“Personal Data” means data, whether true or not, about an individual, who can be identified from that data alone or from that data and other information which either Party has or is likely to have access;

“Privacy Policy” means Seller Candy’s privacy policy, which can be found on https://sellercandy.com/privacy-policy/, as amended from time to time; 

“Seller”, “You” and “Your” refers to you, the Amazon seller and the user of the Seller Candy Account and subscriber to the Support Services;

“Seller Candy Account” means the account created by Seller Candy for you in order for you to access the Support Portal;

“Services” means the services provided by the Sites, including but not limited to: Amazon Seller Central virtual assistance, audits, consulting, Amazon revenue recovery (reimbursement) services, customer service, book-keeping services, and the Support Services;

“Service Credits” means the service credits Seller Candy may issue to you for a deduction of the fees (where applicable) if the Support Services fail to meet the Service Level;

“Service Levels” means the service levels at which Seller Candy shall deliver the Support Services, as set out in Clause 5 (Service Levels);

“SIAC” has the meaning given to it in Clause 15.8 (Dispute Resolution);

“SIAC Rules” has the meaning given to it in Clause 15.8 (Dispute Resolution);

“Sites” means the Seller Candy website(s) (including but not limited to https://sellercandy.com/) as well as any other media form, media channel, mobile website or mobile application related or connected thereto; 

“Support Hours” means every weekday, from 9.00 am to 6.00 pm (Hong Kong / Singapore Time) excluding public holidays in the United States of America;  

“Support Portal” means the online portal you access with your Seller Candy Account and through which you submit Support Requests using Tickets;

“Support Request” means a Ticket submitted under the classification and with the intention of obtaining Support Services;

“Support Services” has the meaning given to it in Clause 2.1 (Scope of Services); 

“Term” has the meaning given to it in Clause 11.1 (Term of Agreement); 

“Terms and Conditions” means Seller Candy’s terms and conditions, which can be found on https://sellercandy.com/terms-and-conditions/, as amended from time to time;

“Ticket” means the tasks or requests for support submitted by you to Seller Candy through the Seller Candy Support Portal; and

“User Personal Data” means the Personal Data of any user of the Sites and/or Services.

1.2. Interpretation.

1. 1. 1. 1. The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. 
         2. References to “Agreement” and “this Agreement” are references to this Agreement, as amended in writing from time to time. The Terms and Conditions, and Privacy Policy form part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement.
         3. References to “persons” include any individual, company, corporation, firm, partnership, joint venture, association, state, state agency, institution, or trust (whether or not having a separate legal personality). 
         4. Words importing the singular include the plural and vice versa, words importing any gender include any gender, words importing persons include bodies corporate and unincorporated, and references to time shall mean Hong Kong / Singapore time.
         5. For the avoidance of doubt, where you are an agent and/or an agency, “Seller”, “You” and “Your” refers to you and not your clients and/or end-users and no contractual relationship shall be formed between Seller Candy and your clients;

             

2.      SCOPE OF SERVICES

2.1. Scope of Services. As part of the Services, Seller Candy shall provide the following services on a remote, off-site basis:

1. 1. 1. 1. inactive listings;
         2. Seller support cases and issue resolutions;
         3. listing and store updates;
         4. inventory reports and issues;
         5. non-pay-per-click promotional opportunities;
         6. account audits;
         7. account health;
         8. shipment issues;
         9. revenue recovery;
         10. customers and orders; and
         11. any other support service provided by Seller Candy as updated, amended, and modified in our sole discretion from time to time,

(collectively, the “Support Services”). During the Term, Seller Candy shall perform the Support Services during the Support Hours in accordance with the Service Levels.

2.2. Out-Of-Scope. Seller Candy may determine that any Support Services or other services requested by you from time to time constitute Out-Of-Scope Services.

1. 1. 1. 1. If Seller Candy determines that the services requested constitute Out-Of-Scope Services, Seller Candy may, but shall not be obliged to, provide you with a fee quotation (whether on a project basis, hourly basis, or such other frequency as may be determined by Seller Candy from time to time). Seller Candy shall only accept the Out-Of-Scope Services upon the acceptance of the fee quotation and such other terms and conditions proposed by Seller Candy. For the avoidance of doubt, the Terms and Conditions shall also apply to the Out-Of-Scope Services.
            
            
         2. You acknowledge that any provision of Out-Of-Scope Services by Seller Candy to you shall be conducted in our sole and absolute discretion and that Seller Candy has the option, but not the obligation, to provide Out-Of-Scope Services.

3.      FEES

3.1. Fees. The provision of Support Services during the Term shall be provided conditional on the prompt payment of fees, which may vary depending on the subscription package determined by Seller Candy for you. 

3.2. Authorization. In respect of certain Support Services, you acknowledge that Seller Candy may collect a fee based on a percentage of the total recovery. For example, in respect of revenue recovery services provided by Seller Candy to you, a percentage of the total revenue recovered by Seller Candy shall be payable to Seller Candy. You hereby authorize Seller Candy to make such deductions, set-offs, and/or charges either using the payment methods authorized by you or such other methods as may be determined by Seller Candy from time to time. 

3.3. Out of Support Hours. The provision of Out-Of-Scope Services or Support Services outside the Support Hours shall be charged at the applicable time and rates as may be determined by Seller Candy from time to time. 

3.4. Discretion. Seller Candy may at any time, at our sole and absolute discretion, modify, amend or increase the applicable rates from time to time. If you do not agree to the fees, please do not use our Support Services. 

3.5. Payment. You acknowledge that the prompt payment of the fees incurred under this Agreement is an important condition in this Agreement. In the event that you fail to make any payment due to Seller Candy when such payment falls due, then without limitation to other remedies under applicable law: 

1. 1. 1. Seller Candy shall be entitled to terminate this Agreement; and
      2. where applicable, you shall pay interests on the overdue amount from the date that such payment is due until the date that such payment is actually made. Subject to the applicable laws, the interests under this Clause shall accrue on a daily basis at ten percent (10%) per annum.

4.      SUBMITTING SUPPORT REQUESTS AND ACCESS

4.1. Requests. You may request Support Services by submitting a Ticket through the Support Portal or such other modes of communication approved by Seller Candy from time to time. 

4.2. Information Provided. You hereby agree that you shall provide to Seller Candy:

1. 1. 1. all information as requested on the Support Portal; and
      2. such output and other data, documents, information, assistance, as are reasonably necessary or requested by Seller Candy. 

4.3. Remote Services. All Support Services shall be provided on a remote, off-site basis. 

4.4. Access. You acknowledge that to properly assess and resolve Support Requests, it may be necessary to permit Seller Candy direct access to your system, files, equipment and personnel. You shall provide such access to Seller Candy promptly upon such request.

5.      SERVICE LEVELS

5.1. Service Levels. During the Term, Seller Candy shall:  

1. 1. 1. prioritize all Support Requests based on our assessment of the severity level of the fault report and/or the risks posed by such vulnerability; and 
      2. respond to all Support Requests in accordance with responses and response times as we deem reasonable.

If the Support Request is an urgent one, it shall be your responsibility to bring this to our attention at Seller Candy.

5.2. Updates. Seller Candy may, at its discretion, provide status updates depending on the nature of the Support Request.  

5.3. Extensions. You acknowledge and agree that if Seller Candy determines that the Support Request cannot be resolved within a reasonable response time, Seller Candy has the right to extend the response time by a reasonable period as determined at our sole discretion. 

5.4. No Warranties. You acknowledge and accept that there are risks involved in performing the Services and there will be Support Requests that Seller Candy will be unable to resolve, whether in full or in part, for any reason whatsoever. Seller Candy provides no warranties and/or representations as to the effectiveness of the services and solutions provided by Seller Candy to you.

6.      SERVICE CREDITS

6.1. Service Credits. Without prejudice to any terms set out in this Agreement, Seller Candy may, in its sole and absolute discretion, offer Service Credits to you. 

6.2. Determination. In the event that Seller Candy, in our sole and absolute discretion, determines that you are eligible for Service Credits, Seller Candy shall inform you of that determination, the number of Service Credits that you are entitled to, and the terms through which such Service Credits can be utilized.

6.3. Exclusive Remedy. You acknowledge that unless otherwise determined by Seller Candy, the provision of Service Credits shall be an exclusive remedy for a particular service level failure. 

6.4. Deductions. Service Credits shall be shown as a deduction from the amount due from you to Seller Candy in the next invoice then due to be issued under this Agreement. Unless otherwise determined by Seller Candy, Seller Candy shall not in any circumstances be obliged to refund any funds to you. 

6.5. Liability. You acknowledge and accept that Seller Candy may not be able to resolve every Support Request. Seller Candy makes no warranty in respect of the effectiveness of our Service. You also acknowledge and accept that the issuance of Service Credits is not an express or implied assumption of liability by Seller Candy for any alleged failure to resolve your Support Request and/or any loss under any circumstances whatsoever.

7.      OTHER REMEDIES

7.1. Contact. If an issue is not resolved within the response time, you may escalate the Support Request to management using the contact details set out below: 

Email: [insert position]

8.      LIMITATION OF LIABILITY

8.1. Disclaimer of Liability. To the fullest extent permissible by law, Seller Candy, along with our subsidiaries, our affiliates, our officers, directors, employees, contractors, partners, and agents shall not be liable for any damages of any kind arising from the access to and use of the Support Services or from any information, content or other services made available to you through Seller Candy, including but not limited to: direct, indirect, consequential, exemplary, incidental, special or punitive, loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising from or in connection with your access to the Sites or the delivery of the Support Services by Seller Candy. 

8.2. Maximum Aggregate Liability. Without prejudice to the foregoing, Seller Candy’s maximum aggregate liability to you for losses or damages that you suffer in connection with our provision of the Support Services or this Agreement shall not exceed the amount paid by you to Seller Candy in connection with our Support Services in the three (3) months preceding the event giving rise to liability. 

8.3. Indemnity. By using the Support Services, you irrevocably and unconditionally agree and undertake that you shall indemnify Seller Candy and our officers, directors, employees, and agents against any liabilities, costs, expenses, damages, and losses (including but not limited to: any direct, indirect, consequential loss, loss of profits, reputation, interest, legal and other professional costs and expenses) suffered by us due to your breach of any applicable laws and/or any breach of this Agreement caused by you, whether willful or not.

9.      INTELLECTUAL PROPERTY RIGHTS

9.1. Seller Candy IP. The content on the Sites (“Company Content”) and the trademarks, service marks, and logos contained therein (“Marks”) are owned by or licensed to Seller Candy, and are subject to copyright and other intellectual property rights. Company Content includes, without limitation, all source code, databases, functionality, software, Sites’ designs, audio, video, text, photographs, and graphics. All Seller Candy graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, common law trademarks, or trade dress of Seller Candy in the United States and/or other countries. Seller Candy trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Seller Candy.

10.    DATA PROTECTION

10.1. Compliance. The Parties agree to comply with all applicable requirements of all relevant data protection laws, and any requirements set out in any advisory or other guidelines issued from time to time by any applicable data protection commission, and not act in a way which would cause the other Party to be in breach of their obligations under such legislation. For the avoidance of doubt, this Clause is in addition to and does not relieve, remove or replace, a Party’s obligations under such legislation.

10.2. Data Protection Obligations. Without prejudice to the generality of the foregoing and the terms of the Privacy Policy:

1. 1. 1. you shall, at your own costs, ensure that you have all the necessary appropriate consents and notices in place to enable lawful transfer of any User Personal Data (including Personal Data of your End-Users, where applicable) to Seller Candy for the duration and purposes of this Agreement; and
      2. Seller Candy shall, at our own costs, in relation to any User Personal Data collected, processed, or disclosed in connection with the performance of the Services or other obligations under this Agreement:

         1. collect, process, or disclose any User Personal Data (including the Personal Data of your End-Users, where applicable), for the purposes of fulfilling our obligations under this Agreement, in accordance with any legitimate business purposes, and/or when required by any applicable law or an order of court; and 

         2. at your written direction, delete or return User Personal Data and copies thereof to you upon the termination of this Agreement Provided That Seller Candy shall be entitled to retain copies of User Personal Data where this is required under the applicable laws.

10.3. Aggregated Anonymous Data. You agree that Seller Candy and/or our authorized third parties may collect aggregated anonymous data and use, store, analyze and disclose such aggregated anonymous data to diagnose problems, improve our products or offerings, provide services, and/or conduct product marketing, research and development activities. You understand and agree that such aggregated anonymous data shall be owned by Seller Candy and Seller Candy shall not be restricted from using or disclosing such anonymous data in any way.

11.     TERM AND TERMINATION

11.1. Term of Agreement. This Agreement shall take effect from the date that Seller Candy approves your subscription to the Support Services, which will be notified to you via the Seller Candy Account and/or your email, and shall continue to apply until this Agreement is terminated pursuant to this Clause 11 (Term and Termination) (the “Term”).

11.2. General. This Agreement shall remain in full force and effect while you use the Support Services or are otherwise a user or member of the Sites, as applicable. You may terminate your use of the Support Services or participation at any time, for any reason, provided that you have fulfilled all your payment and contractual obligations, where applicable. Terminating your Seller Candy Account may be done by following the instructions for terminating user accounts as available on the Sites, or by contacting us using the contact information available on the Sites. You acknowledge that the deletion of your Seller Candy Account may result in the permanent deletion of any data that is stored on the Sites relating to your Seller Candy Account.

11.3. Rights Reserved. Without limiting any other provision of this Agreement, Seller Candy reserves the right to, in our sole discretion and without notice or liability, deny access to and use of the Sites and the Support Services to any person for any reason or for no reason at all, including without limitation for breach of any representation, warranty or covenant contained in this Agreement, or of any applicable law or regulation. Seller Candy may also terminate your use or participation in the Sites, the Support Services, delete your profile and any content or information that you have posted at any time, without warning, at our sole discretion. In addition to terminating or suspending your account, Seller Candy reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

11.4. Survivability. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

12.    FORCE MAJEURE

12.1. Force Majeure Events. Neither Party shall be liable to the other Party by reason of any failure in their performance of this Agreement if the failure arises from an event outside of our reasonable control (“Force Majeure”). A Force Majeure event includes any act, event, non-happening, omission, or accident beyond our reasonable control and includes without limitation the following: 

1. 1. 1. strikes, lock-outs, or other industrial action;
      2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not), or threat of or preparation for war;
      3. fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disasters; 
      4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
      5. impossibility of the use of public or private telecommunications networks; and
      6. the acts, decrees, legislation, regulations, or restrictions of any government.

13.    CONFIDENTIALITY AND ANNOUNCEMENTS

13.1. Confidentiality. Seller Candy reserves the right to inform our employees, temporary workers, or subcontractors of any Confidential Information relating to you or your business if such communication is necessary or desirable for Seller Candy’s performance of our obligations arising from this Agreement, it being understood that Seller Candy will bring the confidential nature of this aforementioned information to such persons.

13.2. Announcements. Neither Party shall make, or permit any person to make, any public announcement, communication, or circular concerning this Agreement without the prior written consent of the other Party unless such announcement is required by applicable law or by any stock exchange or governmental authority. Where one Party and/or its advisers are required to make a necessary announcement, such Party, if permitted by the applicable laws, rules, or regulations, undertakes to inform the other Party of such fact in advance.

14.    AGENCY CLIENTS

14.1. Agent or Agency Client. If you intend to use the Support Services in your business operations by making the Support Services available directly or indirectly to the end-users of your service and/or business (“End-Users”), you agree that:  

1. 1. 1. you shall be responsible for procuring and maintaining adequate insurance policy coverage to mitigate any business losses, liability, and/or risks; and 
      2. Seller Candy shall not be responsible for any losses (whether direct or indirect), complaints, reputational damages, and/or liabilities that may be incurred by you in connection with the provision of our Services to you and/or your End-Users. 

14.2. License. Seller Candy hereby grants you a non-exclusive, non-transferable right during the Term to permit End-Users to use the Support Services to conduct their Amazon business operations.

14.3. Further Undertakings. In relation to your End-Users, you further undertake that: 

1. 1. 1. you shall ensure that each End-User shall comply with the applicable terms and conditions of this Agreement, the Terms, and Conditions, and the Privacy Policy (as the case may be) Provided That this shall not create any contractual relationship between Seller Candy and the End-User; and 
      2. you shall grant Seller Candy any and all consents and authorizations to your platforms (including but not limited to your business website) and the End-User Accounts to the extent necessary for us to fulfill our obligations to you under this Agreement.

14.4. Breach. You hereby agree that if you breach this Agreement, the Terms and Conditions, and/or the Privacy Policy, Seller Candy may in addition to our rights under this Agreement, without liability, disable your Seller Candy Account and password and your access to the Sites and/or Support Services, and all End-User Accounts and passwords and End-Users’ access to the same. You further agree that Seller Candy shall be under no obligation to provide any or all of the Support Services while the invoice(s) concerned remain unpaid.

14.5. Liability. In addition to the terms and conditions set out in Clause 8 (Limitation of Liability), Seller Candy will not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising:

1. 1. 1. under or in connection with this Agreement;
      2. in respect of any use made by you or any End-User of the Support Services; and
      3. in respect of any representation, statement, or tortious act or omission (including negligence) arising under or in connection with this Agreement.

14.6. Indemnity. You hereby agree that, in addition to your obligations pursuant to Clause 8.3 (Indemnity), you agree to release, indemnify, defend, and hold harmless Seller Candy, our affiliates, and any third-party provider or operator of facilities involved in the provision of the Support Services under this Agreement (each and collectively, “Indemnified Parties”) from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including but not limited to: costs and attorney’s fees, suffered, made, instituted, or asserted by the End-Users against Indemnified Parties arising from the Support Services. You further agree to release, indemnify, defend, and hold harmless the Indemnified Parties from all losses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, including but not limited to: costs and attorney’s fees, suffered, made, instituted, or asserted by any third party against the Indemnified Parties arising from or in any way related to actual or alleged defamation, libel, slander, interference with or misappropriation of proprietary or creative right, or any other injury to any person or property arising out of any content transmitted by the End-Users, or any other act or omission of your End-Users. 

15.     GENERAL

15.1. Waiver. No failure or delay by Seller Candy to exercise any right or remedy provided under this Agreement, any Seller Candy policy or guideline, or by law, shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.2. Assignment. 

1. 1. 1. This Agreement may not be assigned by you without Seller Candy’s express written consent.
      2. Seller Candy may, in our sole discretion, assign any or all of our rights and obligations to any third party at any time, without your prior written consent. This includes, but is not limited to, the right to delegate, sub-contract, or assign the performance of all or any part of the Services, Support Services, and/or the operation of the Sites, without your prior written consent.

15.3. Partial Invalidity. If at any time, any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity, or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

15.4. Relationship. There is no joint venture, partnership, employment or agency relationship created between you and Seller Candy as a result of this Agreement or use of the Sites and Support Services.

15.5. Counterparts. This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either Party may enter into this Agreement by signing any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.

15.6. Contracts (Rights of Third Parties) Act. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce or enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement.

15.7. Governing Law. This Agreement and any disputes arising in connection with this Agreement shall be governed by and construed in accordance with the laws of Singapore.

15.8. Dispute Resolution. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.