AmazonNow Seller Program - Terms & Conditions

1. INTRODUCTION

1. The AmazonNow Seller Program ("Program") is a program offered by Amazon Seller Services Private Limited ("Amazon") to sellers ("Sellers") on Amazon.in ("Amazon India Marketplace"). This program is intended to reward Sellers that meaningfully contribute to the Amazon India Marketplace by way of offering desirable selection of daily essential products for home delivery across categories including but not limited to grocery (including beauty, health and personal care), pharma, pet supplies, ready to eat meals and beverages, consumer electronics, home and kitchen products, soft lines and fashion accessories, jewelry and books and providing to the customers in a time bound manner through the Amazon India Marketplace.
2. As a pre-requirement of the Program, the Seller acknowledges and agrees that it has already executed the Amazon Business Solution Agreement (Business Solution Agreement) and the Amazon Easy Ship terms and conditions (Easy Ship Terms) with Amazon.
3. Any capitalised term used in these AmazonNow Seller terms and conditions Terms and Conditions and not defined herein will have the same meaning as assigned to them under the Business Solutions Agreement and/or Easy Ship Terms.

2. ELIGIBILITY AND PERFORMANCE CRITERIA

1. In order to enrol under the Program and ensure continued enrolment under the Program, the Seller is required to meet such eligibility criteria's as has been provided under Schedule 1 of these Terms and Conditions.
2. Further, in order to avail the benefits of an enrolled Seller under the Program, the Seller is required to meet such performance criteria's as has been provided under Schedule 2 of these Terms and Conditions.
3. A Seller's performance (in accordance with the performance criteria's) will be reviewed from time to time during the term of the Program.
4. If at any point of time during the Seller's enrollment or participation under the Program, Amazon determines in its sole and absolute discretion, that the Seller has not met the eligibility and/or performance criteria's. Amazon reserves its right to terminate the Seller's enrollment under the Program or terminate the benefits of the Program, as the case may be, without prior notice; in which event while the Seller cannot avail benefits under the Program. However, the Seller may continue selling on the Amazon India Marketplace under the Business Solutions Agreement.

3. AMAZONNOW PROGRAM BENEFITS

3.1 Benefits

Under the Program, the Seller will be eligible to avail the following benefits:

1. Training and Support:

   Amazon will provide the Seller such training and support for an initial period of 3 months, with a view to assist Sellers in understanding the use of Amazon tools, respond to queries from Sellers and help in understanding the requirements of the Program. During the course of this support, the Seller will be responsible for managing its own account and Amazon's involvement will be limited to assisting the Seller in understanding the Program and the use of Amazon tools in relation to the same.

   Amazon will further provide training to one of the personnel nominated by Seller from his store for handling operations of the store in relation to the Program. The Seller is responsible for ensuring that all other personnel who may need training for the purpose of the Program, be imparted training such nominated person, across shifts and locations.

2. Onboarding Support: If required, the Seller may opt for receiving onboarding support to initially map the seller's store SKU's to Amazon ASIN's, however Amazon will not be responsible or liable in any manner whatsoever for such mapping during the support period.
3. Preferential Rates: Subject to the terms provided in Paragraph 2.3 above, as an enrolled Seller under the Program, the Seller will be entitled to receive services from Amazon at such special rates and payment timelines, as has been provided in Schedule 3 to these Terms and Conditions.

3.2 Hardware Device:

1. As part of the Program and to help the Sellers process orders placed on Amazon India Marketplace, Amazon will provide (as a one-timeoffering) certain hardware devices to the Seller under the service offerings at no extra cost.
2. The Seller shall ensure safe custody of any such device provided by Amazon for the performance under the Program and further beresponsible for any loss/damage caused to the same
3. The Seller shall ensure that the device provided by Amazon is strictly used for the purposes of Program and by its authorized personnelonly. Amazon shall not be responsible in any manner whatsoever if there is any misuse of the device by the Seller and/or its employees
4. The Seller shall return the device 15 days in advance (in working condition) to Amazon prior to termination of enrollment under theProgram. In the event the device is not in working condition or is lost or is damaged in any form, Amazon shall have the right to recover and set-off the cost of device from the amounts payable to the Seller under the Business Solutions Agreement and Easy Ship Terms.

4. AMAZONNOW RETURN/ REFUND AND OTHER POLICIES

As part of the Program, the Seller will be required to adhere to:

1. AmazonNow return and refund policies as has been provided under Schedule 4 of the Terms and Conditions; and
2. other AmazonNow specific policies as may be provided by Amazon in writing and/or through the Seller Central.

5. DURATION & TERMINATION

1. The term of the Seller's enrolment in the Program shall continue from the date of acceptance of these Terms and Conditions unlessterminated by either Seller or Amazon, as provided below.
2. Amazon shall have the right to forthwith terminate the Seller's enrollment or participation under the Program at any point of time, with orwithout cause, in its sole and absolute discretion.

   The Seller may terminate the enrollment under the Program by providing 1 month's prior written notice to Amazon.

3. Amazon reserves the right to terminate the Seller's enrollment under the Program in the event Amazon determines, in its sole andabsolute discretion, that the Seller has contravened any provision of the Program or the Business Solutions Agreement (even if such breach does not lead to termination of the Business Solutions Agreement).
4. The Seller acknowledges and agrees that at any point of time, Amazon reserves the right to cancel, modify, change, suspend or withdrawany of the terms and conditions of the Program (including benefits under the Program) as it may deem fit, in part or in their entirety, with or without cause, without giving any prior notice without incurring any liability whatsoever.

6. LIMITATION OF LIABILITY

Notwithstanding anything contained in these Terms and Conditions, Amazon shall in no event be liable for any special, indirect, consequential or incidental damages (including but not limited to damages for loss of business profits, business interruption, loss of business information, and the like) arising out of these Terms and Conditions, any documents referenced in these Terms and Conditions, or any addenda or amendment hereto even if Amazon had been advised of the possibility of such damages.

7. WAIVER

1. Amazon does not waive any right under these Terms and Conditions by failing to insist on compliance with any of the terms of these Terms and Conditions 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.
2. To the extent permissible under any applicable law, Amazon waives and disclaims all responsibility and liability for any damages or losses arising out of any statute, contract or otherwise from or in connection with the Program or any program related activities and any benefits provided hereunder.

8. MISCELLANEOUS

1. The entire relationship between Amazon and the Seller is governed by these Terms and Conditions as well as the Business Solutions Agreement and Easy Ship Terms. In the event of any conflict in the provisions of the Business Solutions Agreement, Easy Ship Terms and these Terms and Conditions, these Terms and Conditions shall prevail.
2. Except to the extent specified in these Terms and Conditions, all other terms of the Business Solutions Agreement and Easy Ship Terms shall continue to be applicable and nothing contained herein shall affect or alter in any manner whatsoever, the validity, enforceability and interpretation of the Business Solutions Agreement and Easy Ship Terms.
3. These Terms and Conditions represents the entire arrangement between Amazon and the Seller with respect to the participation of the seller in the Program and supersedes any previous or contemporaneous oral or written agreements, terms and any other communications between the parties regarding the said subject matter.

SCHEDULE 1

ELIGIBILITY CRITERIAS

1. Offer priority billing counter for fast processing of orders made by customers on the Amazon India Marketplace;
2. Guarantee availability of internet and other IT related infrastructures like Printer etc. to ensure smooth processing of transactions;
3. Maintain at least 85% of in-stock (of products viewed by customers) of your committed product inventory.

SCHEDULE 2

PERFORMANCE CRITERIAS

S. No.	Measure	Definition	Comments	Threshold
1.	% of pick-pack time within threshold	Pick-Pack time: Time taken for the Seller to have the product packed and ready for shipment from the time it was ordered.	# of times was within threshold vs. total # of orders processed	98%
2.	% orders that were partially or not fulfilled	This happens when a customer ordered product is not available for fulfilment at store.	# of such instances vs. total number of orders processed	7%
3.	% of orders / items rejected by Customers	Reject happens when the customer rejects an order partially (prepaid only) or wholly.	# of rejects due to Seller issues (Refer to AmazonNow policies for returns and refunds) vs. total number of orders processed	2%

The Seller further needs to have and ensure during the enrollment of the Program a catalog of such minimum number of items listed on the platform (of the ASINs listed for the Program) as may be communicated to you by Amazon in writing/or through the Seller Central, as the case may be.

SCHEDULE 3

AMAZONNOW RATE CARD AND PAYMENT TIMELINES

1. Rate Card

S. No.	Promo Rates (Until June, 2016)
1.	Referral Fee (5% of item prices across all categories)
2.	Closing fees (INR 0 for both fixed and variable components)
3.	Fulfillment fee (100% shipping commission)
4.	Refund commission (20% of Referral fee) – to be charged only in case of refund due to seller controlled reasons
5.	Giftwrap commission (INR 0)
6.	Pick & Pack fee (INR 0)
7.	MFN Postage fees for Local (INR 0)

The rates after the promotional period i.e. after June, 2016 will be communicated to the Seller by Amazon in writing.

2. Payment Timelines

The credit of payments for the AmazonNow specific orders fulfilled by the Seller will be 4 working days from the fulfillment of each such order.

SCHEDULE 4

AMAZONNOW RETURN AND REFUND POLICIES

In the event there are any refunds or returns initiated by the customers on any of the orders which are on account of default by the Seller or a fault attributable to the Seller (including but not limited to instances wherein the subject product has expired, damaged, does not meet the quality standards or is not as per the product description/specifications), the Seller will be not be paid for such orders and will be charged a penalty of 20% of the referral fee.