This website is operated by Euessentials. Throughout the site the terms “we”, “us” and “our” refer to Euessentials. We offer this website, including all information, tools and services available from this site to you, the Customer, subject to your acceptance of all terms, conditions and policies set out below.
Please read these terms and conditions carefully before accessing and using our services. By accessing or using any part of the site you agree to be bound by these terms and conditions.
Throughout the terms and conditions we use certain words and terms which have specific meanings. We have set out below a list of those words and meanings to help you understand the terms and conditions.
1 Definitions and interpretation
1.1 In these terms and conditions:
Applicable Law means any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances;
Confidential Information means any and all confidential information, (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party;
Customer means you, the individual or business accessing the website;
Customer Data means all information provided by the Customer to the us when using the Service;
Customer Support Services means the support services provided by us to the Customer;
Force Majeure means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
Infringing Data means information or data that (i) infringes Applicable Law; or (ii) infringes any third party Intellectual Property Rights; or (iii) includes any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or blasphemous;
Intellectual Property Rights means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Service means the remote provision of the Software to the Customer;
Service Hours means 24 hours a day, seven days a week;
Software means the software owned by us and used to operate this website
Subscription Fee means the fee set out on the subscription page of this website
2 Service and availability
2.1 We shall make the Service available to Customer during the Service Hours excluding:
2.1.1 emergency maintenance; or
2.1.2 downtime caused in whole or part by Force Majeure.
2.2 We will use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for emergency maintenance or downtime caused by Force Majeure.
2.3 The Customer Support Services will be available to the Customer by email at email@example.com .
2.4 The Customer acknowledges that the we shall be entitled to modify the features and functionality of the Service as part of its ongoing development. We shall use reasonable endeavours to ensure that any such modification does not adversely affect the Customer’s use of the Service.
2.5 Any new features or tools which are added to the Service shall be subject to these terms and conditions.
2.6 Any change to these terms and conditions shall be sent to the Customer by email. The continued use of the Service by the Customer shall be deemed an acceptance of the new terms and conditions.
3 Our warranties
3.1 We warrant to the Customer that the Service will be supplied:
(a) with reasonable care and skill; and
(b) subject to clause 2.4, in accordance in all material respects with the description of the Service.
3.2 We do not warrant or represent that the Service will be free from errors and interruptions.
3.3 We will not be liable under this clause or be required to remedy any problem arising from or caused by the Customer’s use of the Service in a manner other than as directed by us.
3.4 The Customer acknowledges and agrees that:
3.4.1 the we are not and cannot be aware of the extent of any potential loss resulting from any failure by us to discharge its obligations under this Agreement;
3.4.2 the Service has not been designed to meet the Customer’s individual requirements and can not be tested in every operating environment; and
3.4.3 it is the Customer’s responsibility to ensure the facilities and functions of the Service meet the Customer’s requirements and will not cause any error or interruption in the Customer’s own software or systems.
4 Use of the Service
4.1 We grant the Customer a non-transferable, non-exclusive right to access the Service.
4.2 The Customer shall comply with the following conditions of use:
4.2.1 the Service may only be accessed by Customers selling items on Amazon.co.uk, Amazazon.de, Amazon.fr, Amazon.it and Amazon.es marketplaces;
4.2.2 the Service may only be used in connection with the Customer’s own business purposes.
4.3 Except to the extent such activities are expressly agreed by the parties, the Customer’s rights to benefit from the Service does not permit it to:
4.3.1 copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Service;
4.3.2 use the Service to provide outsourced services to third parties or make it available to any third party or allow or permit a third party to do so;
4.3.3 combine, merge or otherwise permit the Service (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;
4.3.4 attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Service, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
4.3.5 to observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Service, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
4.4 The Customer warrants and represents that it shall keep confidential and, except as provided for in these terms and conditions, not share with any third party their password or access details provided to facilitate access to the Service.
4.5 The Customer shall not introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self propagating or other such program) that may infect or cause damage to the Service or our systems or otherwise disrupt the provision of the Service.
4.6 The Customer shall not be permitted to frame or mirror any part of the Service other than with our express written consent.
4.7 We reserve the right to monitor usage (by way of audits or otherwise) for the purpose of (among others) ensuring compliance with the terms of these terms and conditions. Any audit may be carried out by us or a third party authorised by us.
4.8 In the event of unauthorised use of the Service by the Customer, we reserve the right to deny the Customer access to the Service by blocking, without prior notification, the IP addresses that the Customer used to access the Service.
5 Suspension of access
5.1 We may suspend access to the Service if:
5.1.1 we suspect that there has been any misuse of the Service or breach of these terms and conditions; or
5.1.2 the Customer fails to pay any sums due to us by the due date for payment.
5.2 We will notify the Customer as soon as possible after suspending the Service.
5.3 Where the reason for the suspension is suspected misuse of the Service or breach of these terms and conditions, without prejudice to our rights under clause 16, we will take steps to investigate the issue and may restore or permanently suspend access at our discretion. If we consider it appropriate to permanently suspend access, we will notify the Customer in writing and this agreement will terminate immediately on service of such notice.
5.4 In relation to suspensions under clause 5.1.2, access to the Service will be restored promptly after we receive payment in full and cleared funds.
5.5 Subscription Fees shall remain payable during any period of suspension notwithstanding that the Customer or some of the Users may not have access to the Service.
6 Third Party Links
6.1 Certain content, products and services available via our service may include materials from third parties. Third party links on this website may direct you to third party websites that are nothing to do with us or our Service. We are not responsible for evaluating or reviewing the content or accuracy of any third party site, and we shall not be liable or responsible for any third party material or websites.
6.2 We shall not be liable for any damage or losses incurred by the Customer arising from the Customer’s use of any third party site, and it is the Customer’s responsibility to review and understand the terms and conditions set out on any third party site.
7 Optional Tools
7.1 We may provide the Customer with access to third party tools which we do not monitor and over which we have no control or input. The Customer acknowledges and agrees that we provide access to any such third party tools without any warranties, representations or conditions of any kind. We shall have no liability whatsoever for any loss or damage arising from the Customer’s use of any optional third party tools.
8 Subscription Fee
8.1 The Customer shall pay us the specified Subscription Fee for use of the Service.
8.2 We shall be entitled to increase the Subscription Fee at any time.
9.1 We shall, subject to the subscription option chosen by the Customer, invoice the Customer monthly or annually for all sums due under these terms and conditions.
9.2 The Customer must provide current, complete and accurate purchase information for all subscriptions. The Customer agrees to promptly update its account information, including email address and credit card information so that we may continue to take payment of Subscription Fees and continue to provide the Service and contact the Customer when needed.
9.3 All prices are exclusive of value added tax (if any) or any other locally applicable equivalent sales taxes (VAT), which is payable by the Customer at the rate and in the manner from time to time prescribed by law.
9.4 The Customer shall pay such sums in full immediately in the case of an annual subscription, and monthly in advance for monthly subscriptions. Where a free trial period is offered to a Customer payment will only be taken at the end of that trial period when the Customer has not submitted a notice to terminate subscription at the end of the free trial period.
9.5 Amounts payable to us shall be paid by credit card, details of which shall be provided on selecting the monthly or annual subscription option. By providing credit card information the Customer authorises us to take payment for all future Subscription Fees from the credit card provided.
9.6 If sums due are not paid in full by the due date:
9.6.1 we may, without limiting our other rights, charge interest on such sums at 4% a year above the base rate of Bank of England from time to time in force, and
9.6.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
10 Our Intellectual Property Rights
10.1 All Intellectual Property Rights in and to any part of the Service belong to and shall remain vested in us. To the extent that the Customer acquires any Intellectual Property Rights in the Service, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us. The Customer shall execute all such documents and do such things as we may consider necessary to give effect to this clause.
10.2 We shall indemnify the Customer from and against all losses which are suffered by the Customer in the event that its use of the Service infringes the Intellectual Property Rights of any third party (Supplier IPR Claim) provided that we shall have no such liability if the Customer:
10.2.1 has caused or contributed in any material way to the Supplier IPR Claim by not using the Service in accordance with these terms and conditions;
10.2.2 does not notify us in writing setting out full details of any Supplier IPR Claim of which it has notice as soon as is reasonably possible;
10.2.3 makes any admission of liability or agrees any settlement or compromise of the relevant Supplier IPR Claim without the prior written consent of the Supplier;
10.2.4 does not let us at our request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant Supplier IPR Claim; or
10.2.5 does not, at our request and own expense, give us all reasonable assistance in the circumstances described above.
10.3 If any Supplier IPR Claim is made or is reasonably likely to be made against the Customer, we shall promptly and at our expense either:
10.3.1 procure for the Customer the right to continue using the Service; or
10.3.2 modify or replace the infringing part of the Service, and without adversely affecting the functionality of the Service as set out in these terms and conditions so as to avoid the infringement or alleged infringement, provided that if we have used our reasonable endeavours, neither of the above can be accomplished on reasonable terms, we shall (without prejudice to the indemnity above) refund the Subscription Fee paid by the Customer in respect of the Service. Together with the indemnity given above, this shall be the Customer’s sole and exclusive remedy in respect of the Service infringing Intellectual Property Rights.
11 Customer Data
11.1 The Customer shall not use Infringing Data on the Service.
11.2 The Customer grants a royalty-free, non-transferable, non-exclusive licence to us to use the Customer Data to the extent necessary to perform the Service.
11.3 The Customer acknowledges that we have no control over any Customer Data hosted as part of the provision of the Service and do not actively monitor the content of the Customer Data.
11.4 We shall notify the Customer immediately if we become aware of any allegation that any Customer Data may be Infringing Data and we shall have the right to remove Customer Data from the Service without the need to consult the Customer.
11.5 The Customer shall indemnify us from and against all loss caused to us as a result of the Customer’s use of Infringing Data on the Service.
12 Information security
12.1 We shall be responsible for taking reasonable and prudent measures to safeguard the security of the Customer Data in our possession, including maintaining appropriate firewalls, encryption and anti-virus protection. All credit card information is encrypted during transfer over networks.
12.2 We shall notify the Customer as soon as possible upon discovery of any data security incident impacting the Customer Data.
12.3 We shall not be responsible for any loss or damage to Customer Data to the extent that such loss or damage was caused by the Customer or a third party.
13 Data protection
13.1 Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with the provisions of the Data Protection Act 1998 (1998 Act) to the extent it applies to each of them.
13.2 For the purpose of this clause ‘data controller’, ‘data processor’, ‘data subject’, ‘Information Commissioner’, ‘personal data’ and ‘processing’ shall have the meanings given to them in the 1998 Act.
13.3 The parties agree that the Customer is the data controller in respect of any personal data that we process in the course of providing services for the Customer (other than business contact data processed by us to allow us to manage the Customer’s account).
13.4 Accordingly, we agree that we shall:
13.4.1 only carry out processing of the Customer’s personal data on the Customer’s instructions from time to time, such instructions are to process the personal data in order to provide the Services and to enable the Service to respond to automated requests by the Customer as part of its normal use of the Service;
13.4.2 implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental destruction or loss, so as to allow the Customer to comply with the seventh data protection principle;
13.4.3 as soon as reasonably practicable refer to the Customer any requests, notices or other communication from data subjects, the Information Commissioner or any other law enforcement authority, for the Customer to resolve.
13.5 The Customer acknowledges and agrees that we may be required to transfer data personal data which we process on the Customer’s behalf to countries outside the European Economic Area. We shall ensure that any such transfer will be undertaken in accordance with the 1998 Act.
13.6 The Customer consents to our use of subcontractors. We shall notify the Customer in the event of a change in subcontractors and, in the event that the Customer does not agree to a proposed change, either party shall be entitled to terminate this agreement immediately on the service of notice in writing.
14.1 Each party agrees that it may use the other party’s Confidential Information only in the performance of its rights and obligations under this Agreement and that it shall not disclose the other party’s confidential information including all know?how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind except in accordance with this clause 14.
14.2 Each party may disclose the other party’s Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the other party’s confidential information in order to perform the disclosing party’s rights and obligations under this Agreement provided that the disclosing party shall ensure that each of its employees, officers, advisers, agents or representatives to whom confidential information is disclosed is aware of its confidential nature and complies with this clause 14 as if it were a party.
14.3 Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
14.4 Each party (the Indemnifier) shall indemnify the other from and against any losses, damages, liability, costs (including legal fees) and expenses which the other party may incur or suffer as a result of or arising from any breach by the Indemnifier of its obligations under this clause 14.
15 Limitation of liability
15.1 The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 15.
15.2 Subject to clause 15.6, our total liability shall not exceed:
15.2.1 an amount equal to the Subscription Fees paid to us in the 12–month period immediately preceding the first incident giving rise to the loss, or
15.2.2 for incidents occurring in the first 12 months of this agreement, an amount equal to the paid and projected Subscription Fees for that period.
15.3 Subject to clause 15.6, we shall not be liable for consequential, indirect or special losses.
15.4 Subject to clause 15.6, we shall not be liable for any of the following (whether direct or indirect):
15.4.1 loss of profit;
15.4.2 loss of data;
15.4.3 loss of use;
15.4.4 loss of production;
15.4.5 loss of contract;
15.4.6 loss of opportunity;
15.4.7 loss of savings, discount or rebate (whether actual or anticipated);
15.4.8 harm to reputation or loss of goodwill.
15.5 Except as expressly stated in this Agreement, and subject to clause 15.6, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
15.6 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
15.6.1 fraud or fraudulent misrepresentation;
15.6.2 any other losses which cannot be excluded or limited by applicable law;
16 Term and termination
16.1 Either party may terminate the subscription to the Service by providing written notice to the other.
16.2 Termination or expiry of this agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.
17 Exit and return of Customer Data
17.1 In the event of termination of this agreement for any reason:
17.1.1 the right to access the Service provided under these terms and conditions shall terminate immediately;
17.1.2 The Customer shall within seven days return or destroy (at our option) all our Confidential Information in its possession or under its control and all copies of such information; and
17.1.3 all provisions of these terms and conditions shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
17.2 On the termination or expiry of this Agreement, we shall at the Customer’s cost return or destroy (at the Customer’s option) all Customer Data.
18 Entire agreement
18.1 The Customer agrees that these terms and conditions constitute the entire agreement between us and the Customer and supersede all previous agreements, understandings and arrangements between us, whether in writing or oral in respect of its subject matter.
18.2 Each party acknowledges that it has not entered into these terms and conditions in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
19 Force majeure
Neither party shall have any liability under or be deemed to be in breach of these terms and conditions for any delays or failures in performance of these terms and conditions which result from any event beyond the reasonable control of that party. The party affected by such an event shall promptly notify the other party in writing when such an event causes a delay or failure in performance and when it ceases to do so. If such an event continues for a continuous period of more than  months, either party may terminate this agreement by written notice to the other party.
20 No partnership or agency
The parties are independent businesses and are not partners, principal and agent or employer and employee and this agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
21.1 Notices under this Agreement shall be in writing and sent to a party's email address. Notices may be given, and shall be deemed received on receipt of a delivery return email.
21.2 This clause does not apply to notices given in legal proceedings or arbitration.
22.1 Each clause of these terms and conditions is severable and distinct from the others. If any clause (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):
22.1.1 the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and
22.1.2 without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this agreement as soon as possible.
No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
24 Set off
Each party must pay all sums that it owes to the other party under this agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
No party may assign, subcontract or encumber any right or obligation under this agreement, in whole or in part, without the other’s prior written consent (such consent not to be unreasonably withheld or delayed).
26 Third party rights
Except as expressly provided for in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this agreement.
27 Governing law
These terms and conditions and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Northern Ireland.
The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this agreement, its subject matter or formation (including non-contractual disputes or claims).