Legal

Client Engagement Terms

Version 1.1 · Dated 4 August 2026

1. Who we are and what these terms cover

1.1 Packfox is Packfox Limited, company number 17000715, registered in England and Wales, registered office 124 City Road, London EC1V 2NX. ICO registration ZC160725. Contact: info@packfox.co.uk. In these terms, “we”, “us” and “Packfox” mean Packfox Limited; “you” and “your” mean the business named in the signup confirmation.

1.2 These terms govern the paid Packfox monitoring service. They apply from the start date in your signup confirmation. The website terms at packfox.co.uk cover use of the website and any free audit we prepared before you signed up; from your start date, this document governs the engagement.

1.3 The service is for businesses only. By signing up you confirm you are acting in the course of business (not as a consumer) and that you own or control the Amazon Selling Partner account you connect to the service.

1.4 Packfox is an independent service. We are not affiliated with, endorsed by, or acting for Amazon.

1.5 How these terms are accepted. These terms are accepted in writing: before your Direct Debit mandate is set up, we give you these terms as a dated, versioned document, and you confirm your acceptance by email or by recording it in your client portal. We then email you confirmation, recording the version you accepted and linking these terms; the exact version you accepted stays on our records and is available to you on request. Your signup confirmation records the same version. The Direct Debit mandate authorises payment only; it is not acceptance of these terms.

2. Definitions

2.1 In these terms:

The service: the done-for-you Amazon channel-protection monitoring and judgement service described in the Service Description.
Service Description: the Packfox service description document supplied with these terms, in the version current on your start date, as varied from time to time under clause 11.
Signup confirmation: the email we send you confirming your start date, monthly rate, and the listings covered.
Authorised-seller list: the list you give us of sellers you recognise as authorised by you to sell your products.
Price floor: the minimum acceptable landed price you set for a listing, against which we measure price erosion. You set and maintain it (clause 4.2).
Unrecognised seller: a seller observed on your listings who is not on your authorised-seller list. The label is factual, not an accusation: it means you have not vouched for them, nothing more.
Client portal: the signed-in online area we may provide at a web address we give you, where you can view your reports and records. Clause 3.7 applies.
Engagement: the period from your start date until cancellation takes effect.

2.2 If these documents conflict, the signup confirmation wins, then these terms, then the Service Description.

3. The service

3.1 What is included is set out in the Service Description, which forms part of this agreement. In one line: continuous automated monitoring of your covered listings, a weekly report in plain English, same-day automated alerts for serious events, and a ready-to-send draft for every action we recommend. We do not repeat the full list here; the Service Description is the living schedule.

3.2 The service covers your catalogue up to 50 active listings. Larger catalogues are covered by separate quote, recorded in your signup confirmation.

3.3 The service runs on data from two kinds of source: Amazon’s official Selling Partner API, using the authorisation you grant at onboarding, and market-observation data from third-party sources. What the service can see, and how quickly, depends on those sources being available and accurate. We use reasonable endeavours to keep monitoring running and we tell you when a source is unavailable; we do not guess to fill gaps, and our systems are built to refuse to publish a figure they cannot trace to captured data.

3.4 Every report and alert reflects marketplace data as captured on the date stated in it. Marketplaces change continuously; a report is a dated record, not a live feed.

3.5 We prepare our reports and drafts with software assistance, and a person reviews the judgement calls before anything reaches you. Section 8 describes the providers involved.

3.6 What we deliver, what stays ours, and who you may share it with. The reports and drafts we deliver are yours to use for your own business. We keep ownership of our own software, methods, templates and know-how; nothing in this engagement transfers those to you. Our deliverables are prepared for you and are to be kept within your business, with three natural exceptions: a draft we prepare for a named recipient is meant to be sent to that recipient; you may share our deliverables with your own professional advisers under confidentiality; and you may disclose what the law requires you to disclose. Beyond those, do not publish, resell, or pass our reports or drafts to any other third party without our written agreement. Where you do share something we delivered, you are responsible for how it is presented and for the consequences of that sharing.

3.7 The client portal. Where we provide a client portal, it is part of the service: a signed-in area where you can view your reports, the record of findings and decisions on your account, and the programme options you have told us interest you. Reports and alerts continue to be delivered by email; the portal is an additional way to view and keep track of them, not a replacement for them. Keep your sign-in details secure and share them only with people in your business who need them, and tell us promptly if you believe they have been compromised. We work to keep the portal available and to improve it over time, but as with clause 3.3 we do not promise uninterrupted availability, and we may change how it is organised as the service develops; clause 11 applies to any change that reduces what is included. Clause 6.4 covers what happens to portal access on cancellation.

4. What we need from you

4.1 Amazon authorisation. At onboarding you authorise Packfox’s application on your Selling Partner account through Amazon’s official authorisation flow. The access is limited to what the service needs, we never ask for your password, and you can revoke the authorisation in Seller Central at any time. The connected parts of the service depend on this authorisation staying in place; clause 6.6 covers what happens if it is revoked.

4.2 An accurate authorised-seller list and price floors. “Unrecognised” and “below floor” are measured against what you give us. Keep the list and floors current and tell us promptly when they change; findings based on an out-of-date list are yours to own.

4.3 You approve and send everything. Every seller-facing or Amazon-facing action we recommend is prepared as a draft for you. You review it, decide whether to send it, and send it in your own name. Nothing goes out in your name without your approval, and we never contact sellers, Amazon, or anyone else on your behalf. You are responsible for the decision to send and for anything you edit before sending.

4.4 Timely information. Some judgements need your input, for example whether you recognise a seller or whether a timing pattern matches one of your shipments or promotions. Respond when you reasonably can; where input is missing we report what the data shows and say what we could not confirm.

4.5 Payment. Keep an active Direct Debit mandate (section 5).

4.6 Lawful use. Use the service and its outputs for your own business only, comply with Amazon’s terms on your own account, and do not use anything we provide to pressure any seller on price (clause 7.4 explains why we will not help with that).

5. Fees and payment

5.1 The standard rate is £199 per month. Your rate and covered listings are stated in your signup confirmation. Prices do not carry VAT because Packfox is not VAT registered; if that changes, we will give you notice before any VAT is added.

5.2 Founding rate. The founding rate of £99.50 per month is an introductory rate offered to the first 10 client brands. If your signup confirmation records the founding rate, it stays locked for as long as your subscription remains active without interruption, whatever happens to the standard rate. Any cancellation, including a deemed cancellation under clause 5.5, ends the founding rate permanently; if you later re-subscribe, the standard rate current at that time applies.

5.3 There is no setup fee and no minimum term. Billing is monthly in advance from your start date.

5.4 Payment is by Direct Debit, collected through Stripe, our payments provider. The mandate is set up on Stripe’s own secure payment pages; your bank details go to Stripe, not to us. Direct Debit payments are protected by the Direct Debit Guarantee, and Stripe emails you advance notice of collections.

5.5 Failed payments. If a collection fails we will tell you in writing and ask you to fix the mandate or pay by another agreed means. If payment is still outstanding 14 days after we first tell you, we may suspend the service until it is settled; we will tell you in writing before we suspend. If it remains unpaid 28 days after we first tell you, we may treat the engagement as cancelled by you from the end of the last paid period; we will tell you in writing before that step too. Suspension does not extend a paid month, and fees for periods in which the service was delivered remain payable and survive cancellation.

5.6 We may change the standard rate with at least 30 days’ notice by email, effective from your next monthly period after the notice ends. Clause 5.2’s lock is not affected. If you do not accept a new rate, you can cancel under section 6 before it takes effect.

6. Term, cancellation, and what happens after

6.1 The engagement runs monthly and renews each month until cancelled.

6.2 You can cancel any month. Email us at any time. Cancellation takes effect at the end of the billing period already paid for; there are no further collections after that. There are no part-month refunds: we do not refund any part of the period underway.

6.3 We can cancel too. We may end the engagement with at least 30 days’ notice by email, for example if we stop offering the service. We may end it on 14 days’ written notice if you materially breach these terms and do not put the breach right within that time. We may pause or end it with immediate effect if continuing would put either of us in breach of the law or of Amazon’s terms, or if clause 5.5 (unpaid fees) applies.

6.4 On cancellation: monitoring and alerts stop, we de-register your account from our systems, and you should revoke the Packfox authorisation in Seller Central (we will remind you). You keep every report and draft we delivered during the engagement, for your own business use. If we provided a client portal, your access to it ends when cancellation takes effect; if you are missing a copy of any delivered report, ask us within three months of the end and we will send it to you by email.

6.5 Your data after the end. We delete personal data within 6 months of the end of the engagement, except records UK law requires us to keep longer (business, financial and tax records, generally six years). Section 8 has the detail. If you ask us to delete sooner, we will where the law allows.

6.6 If you revoke access mid-engagement. If the Amazon authorisation is revoked or your Amazon account is closed or suspended, the connected parts of the service stop working. We will tell you what still runs and what does not. Fees remain payable while the engagement continues, so if the situation is permanent, cancel under clause 6.2.

7. The honest boundaries

These limits are part of the deal, not small print. They are the same boundaries we publish in the Service Description and on our website.

7.1 Business information, not legal advice. Packfox is not a law firm and does not provide legal advice or any regulated legal service. Our reports, drafts and recommendations are business information and judgement. Where a situation needs legal advice we say so, and we prepare the evidence pack for your solicitor.

7.2 No outcome guarantees. Nobody can promise that a seller will be removed from Amazon UK, and being absent from your authorised-seller list is not, on its own, grounds Amazon acts on. We do not promise removals, buy-box outcomes, ranking changes, or any decision by Amazon. What we promise is the work: monitoring, judgement, evidence and ready-to-send drafts, delivered with reasonable skill and care.

7.3 Rhythm, honestly stated. Automated monitoring runs continuously and is designed to flag serious events the same day the system raises them. The human layer works to a weekly reporting rhythm, with urgent events handled as they arise. We do not offer fixed response times, same-hour responses, or fixed service hours, and the service is not a substitute for your own emergency procedures with Amazon.

7.4 We never pressure sellers on price, and neither should you with our outputs. In the UK, pressuring resellers on their resale prices is resale price maintenance, which is illegal. We monitor price erosion and help you address distribution causes instead; no draft we prepare will raise price with a seller, and a price problem is routed to your distribution channel, which is the lever that is lawful here.

7.5 Facts about sellers, never accusations. We report what the data shows about sellers you have not recognised. We cannot verify the authenticity or origin of another seller’s stock from the outside, and nothing we provide should be treated or repeated as an allegation about any seller.

7.6 Third-party dependencies. Amazon’s systems, and the market-observation sources we use, are outside our control. We are not responsible for their availability, accuracy or completeness, and clause 3.3 describes how we handle gaps.

8. Data protection

8.1 Both of us comply with UK data-protection law: the UK GDPR and the Data Protection Act 2018, as amended by the Data (Use and Access) Act 2025.

8.2 Little personal data flows by design. The Amazon access we request covers non-personal listing and account data; we do not take your customers’ personal data. The personal data the service does touch is limited: your own contact details, the names of individuals who appear in seller or company records (for example a director named in the public Companies House register), and similar business-context data.

8.3 Roles. For the personal data involved in delivering the service for you, that is, data from your Amazon Selling Partner account and data about third-party sellers observed on your listings, you and we are each an independent controller in our own right. We are not a processor acting on your instructions, because we apply our own methods and judgement to produce our reports and drafts; and we are not joint controllers, because each of us decides its own purposes and means. We are separate controllers who share data under the arrangement in clause 8.4, which matches the position stated in the Packfox privacy policy. Packfox is also the independent controller of its own prospecting, billing, correspondence and administration. Stripe processes your payment data partly as our provider and partly as an independent controller in its own right (clause 8.6), and the providers listed in clause 8.5 act as our processors, handling personal data only on our instructions.

8.4 How we share data. Where we share personal data with each other for the engagement, we do so as independent controllers under this arrangement, which is also summarised in the Packfox privacy policy:

Privacy information. Each of us provides privacy information in its own privacy notice: ours is the Packfox privacy policy at packfox.co.uk; you remain responsible for your own privacy notices to your customers and your people.
Individuals’ rights. Each of us answers the rights requests for the processing it controls, within the statutory time limit (normally one month) that applies to whichever of us the request is made to. As a courtesy, if we receive a request that is really yours to answer, we pass it to you within 5 working days and help where we reasonably can, and you do the same for us; this internal step never shortens an individual’s statutory rights.
Security. Each of us is responsible for the security of the personal data in its own systems; Packfox’s measures are described in clause 8.7.
Breaches. Each of us tells the other without undue delay on becoming aware of a personal-data breach affecting data shared under this engagement, and gives reasonable help with the other’s duties to the Information Commissioner’s Office and to individuals.
The ICO and records. Each of us handles its own dealings with the Information Commissioner’s Office and keeps its own records of processing; we cooperate on anything that touches both of us.
Contact and complaints. The contact point for anything about Packfox’s processing is info@packfox.co.uk; complaints are handled under clause 8.8.

8.5 Providers we use. We deliver the service through a small set of specialist providers, each acting as our processor under the data-protection terms in that provider’s contract and, for providers outside the UK, a recognised UK transfer safeguard: the UK Extension to the EU-US Data Privacy Framework where the provider is certified under it, a UK adequacy decision for the country concerned, or the ICO’s International Data Transfer Agreement (or the UK Addendum to the EU Standard Contractual Clauses). By category:

cloud infrastructure and database hosting, in London (UK) regions;
hosting of your report pages and our other client-facing web pages, including the complaints form (a United States based provider, under the safeguards above);
drafting assistance for reports and drafts (a United States based AI provider, under the safeguards above; prompts do not include your contact details, a person reviews the output, and no automated decisions are made about individuals);
email and website hosting (United Kingdom and Germany);
accounting and invoicing (United Kingdom).

For security we do not publish our full supplier list, but we are not hiding it from you: the current named list, with each provider’s role, is available to you on request at any time, and our privacy policy explains our processing. We also use Keepa (Germany) for market-observation data in audits and market context; that is data about products and listings, not your personal data. Stripe is not in this list because it handles your payment data under its own terms, partly as our provider and partly as an independent controller in its own right (clause 8.6). If we add or replace a provider that handles your personal data, we will tell you in the weekly report or by email; if you have a reasonable data-protection objection, raise it and we will discuss it, and you can always cancel under section 6.

8.6 Payments. Your Direct Debit mandate and bank details are collected and held by Stripe on its own payment pages under its own privacy notice (linked from our privacy policy); they never touch Packfox systems.

8.7 Security and retention. Personal data in our systems is stored encrypted, with access controls and encrypted off-site backups. We keep engagement data for the life of the engagement plus up to 6 months, then delete it, except records UK law requires us to keep longer (business, financial and tax records, generally six years).

8.8 Complaints. You, and any individual whose personal data we process, can complain to us about our handling of personal data by any means. The easiest routes are email to info@packfox.co.uk and the electronic complaints form at https://audit.packfox.co.uk/complaints/. We acknowledge a data-protection complaint within 30 days of receiving it, look into it without undue delay, and tell you the outcome. If you are not satisfied with our answer, you can complain to the Information Commissioner’s Office (ico.org.uk).

9. Confidentiality

9.1 Each of us will keep the other’s non-public business information confidential, use it only for this engagement, and share it only with people and providers who need it for the engagement and are bound to keep it confidential.

9.2 This does not cover information that is public through no fault of the receiving party, already lawfully known, independently developed, or required to be disclosed by law or a regulator (with notice to the other party where lawful).

9.3 We will not name you as a client publicly without your permission.

9.4 This section survives the end of the engagement.

10. Liability

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

10.2 Subject to clause 10.1, each party’s total liability to the other under or in connection with this engagement, however arising, is capped at the greater of: (a) the fees you paid us in the 12 months before the event giving rise to the claim; and (b) £597 (three months at the standard rate).

10.3 Subject to clause 10.1, neither party is liable for: loss of profits, loss of revenue, loss of business or contracts, loss of goodwill, or loss of anticipated savings, in each case whether direct or indirect; or for any other indirect or consequential loss. This clause narrows the types of loss that can be claimed; it does not remove the remedy itself. A claim for failure to deliver the service with reasonable skill and care remains available, within the cap in clause 10.2.

10.4 Without limiting clause 3.3 and section 7, we are not liable for:

decisions made by Amazon, including buy-box allocation, listing suppression, search ranking, account health actions, and enforcement outcomes;
gaps, delays or errors in third-party data sources, or the consequences of a source becoming unavailable;
the consequences of actions you approve and send, where the draft we prepared was produced with reasonable skill and care from the information available to us;
findings that are wrong because the authorised-seller list, price floors, or other information you gave us was inaccurate or out of date.

10.5 Claims window. It is a condition of any claim under or in connection with this engagement that the claiming party notifies the other in writing within 12 months of the date it became aware, or ought reasonably to have become aware, of the matter giving rise to the claim. Subject to clause 10.1, neither party has any liability for a claim notified later.

11. Changes to these terms and to the service

11.1 We may update these terms and the Service Description as the service develops. We will give you at least 30 days’ notice of any change that reduces what is included, raises your rate (clause 5.6, and never the locked founding rate), or is otherwise material, by email. If you do not accept a change, cancel under section 6 before it takes effect; staying subscribed after it takes effect counts as acceptance.

11.2 Changes that do not disadvantage you (for example adding capability, or clarifying wording) may take effect on publication of an updated Service Description.

12. General

12.1 Notices. Notices under these terms go by email: to us at info@packfox.co.uk, to you at the address in your signup confirmation. A notice counts as received the next working day after sending.

12.2 Entire agreement. These terms, the signup confirmation, and the Service Description are the whole agreement between us for the service, and replace any earlier discussions or proposals. Neither of us relies on any statement not set out in them, except that nothing in this clause limits liability for fraud.

12.3 Independent parties. We are an independent service provider. Nothing in this engagement makes either party the agent, partner, employee, or legal representative of the other, and we have no authority to act in your name.

12.4 Assignment. Neither party may transfer this agreement without the other’s consent, except that we may transfer it to a buyer or successor of the Packfox business on notice to you, on the same terms including any locked founding rate.

12.5 Severability and waiver. If part of these terms turns out to be unenforceable, the rest still applies. Not enforcing a term is not a waiver of it.

12.6 Third parties. No one other than you and us has rights under this agreement.

12.7 Events outside reasonable control. Neither party is liable for a delay or failure in performing its obligations (other than an obligation to pay money already due) caused by an event outside its reasonable control, such as a marketplace, network or infrastructure outage, industrial action, or illness. The affected party will tell the other promptly, do what it reasonably can to limit the effect, and resume performance when the event ends. The automated monitoring layer runs unattended, so such events mainly affect the human layer of the service. If an event of this kind materially prevents the service for more than 30 consecutive days, either of us may end the engagement by written notice with immediate effect, and we will refund the part of the current paid period during which the service could not run because of the event; this is the one exception to clause 6.2’s no-refund rule.

13. Governing law

These terms, and any dispute arising from them, are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. We would both rather talk first: raise any problem with us directly and we will try to resolve it before anyone reaches for clause numbers.