Terms of Service

Definitions

In these Terms, capitalised terms have the following meanings:

• "Provider", "we", "us", "our" means the legal entity trading under the brand name "Merchant Fix". Full legal entity details are available on request and on issued invoices.
• "Client", "you", "your" means the legal entity engaging our Services under these Terms and any associated Order Form.
• "Services" means the services described in Section 2 and as further detailed in the relevant Order Form.
• "Order Form" means any written or electronic engagement letter, statement of work, or proposal accepted by the Client.
• "Customer" means an end consumer or business that purchases Products from the Client.
• "Products" means the goods or services offered for sale by the Client to Customers.
• "Markets" means the geographic territories where the Client offers Products for sale.
• "Platforms" means any third-party advertising, payment, fulfilment, or distribution platform used in connection with the Services (e.g. Meta, Google, payment processors, courier networks).

Scope & nature of services

2.1 What we do

We offer marketing and operational support services that may include, depending on the Order Form: paid advertising management (Meta Ads, Google Ads, and similar Platforms), provision of European postal return addresses, optional logistics coordination with third-party fulfilment partners, optional merchant account setup facilitation, and Customer support handling.

2.2 What we are not

You expressly acknowledge and agree that we:

1. do not take title to, ownership of, or possession of your Products other than transiently in the context of returns logistics where applicable;
2. do not act as the seller, supplier, or merchant in any transaction between you and a Customer;
3. do not act as the importer of record, exporter of record, or declarant for any cross-border movement of goods;
4. do not provide legal, tax, customs, regulatory, financial, or investment advice;
5. are not a licensed payment institution and do not provide regulated payment services within the meaning of PSD2 or equivalent legislation;
6. do not receive, hold, route, or transmit Customer funds on your behalf;
7. are not a fulfilment house, customs broker, freight forwarder, or warehouse operator unless expressly engaged in writing for such service.

2.3 Service provider role

We engage with you strictly as an independent service provider and facilitator. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

Client responsibilities

3.1 Business registrations & licensing

You warrant that you hold and shall maintain throughout the term:

1. all corporate registrations, business licences, and permits required in your home jurisdiction;
2. all local business registrations, agent appointments, fiscal representative arrangements, or branch registrations required in any Market where you are deemed to be carrying on business;
3. all sector-specific licences applicable to your Products (including but not limited to medical device authorisations, cosmetics notifications, food supplement registrations, electronics conformity certifications, and restricted-substance authorisations);
4. all marketplace, platform, payment processor, and trade association registrations you elect to use.

3.2 Tax & fiscal obligations

You are solely responsible for assessing, registering for, collecting, declaring, remitting, and reporting all taxes arising from your activity, including without limitation:

1. value added tax (VAT), goods and services tax (GST), sales tax, and equivalent indirect taxes in every Market where Products are sold;
2. corporate income tax, business profits tax, or equivalent direct taxes in your home jurisdiction and in any jurisdiction where you have a taxable presence;
3. withholding taxes, digital services taxes, and any other transactional taxes;
4. customs duties, excise duties, anti-dumping duties, and equivalent levies on the import or export of Products.

We do not assess, collect, or remit any of the foregoing taxes on your behalf. Any tax information shared by us is general and informational only.

3.3 Product compliance & safety

You are solely responsible for ensuring your Products comply with all applicable laws and regulations in every Market, including without limitation:

1. product safety legislation (e.g. EU General Product Safety Regulation, UK Product Safety legislation);
2. sector-specific regulations (e.g. medical devices under MDR/UKCA, cosmetics under EU Cosmetics Regulation, electronics under RED, REACH, RoHS);
3. labelling, packaging, and language requirements;
4. conformity assessment, marking (CE, UKCA), and notified body procedures;
5. post-market surveillance, recall procedures, and adverse-event reporting.

3.4 Consumer protection

You are solely responsible for honouring all consumer rights and protections that apply to your Customers, including without limitation:

1. statutory rights of withdrawal, return, refund, and replacement under EU and UK consumer rights legislation;
2. warranty and conformity obligations;
3. pre-contractual information disclosures and transparency requirements;
4. terms and conditions, return policies, and refund policies that comply with local law.

3.5 Advertising standards & marketing claims

You are solely responsible for the accuracy, lawfulness, and substantiation of all marketing claims, creative content, and advertising material, irrespective of whether such material is produced, refined, or distributed by us on your behalf. You warrant that all advertising material complies with applicable advertising standards including the UK Advertising Standards Authority (ASA) Codes, EU Unfair Commercial Practices Directive, national advertising codes, and any sector-specific marketing rules (e.g. medical, cosmetic, financial, or food supplement marketing rules).

3.6 Intellectual property warranty

You warrant that you own or have secured all rights, licences, and authorisations necessary to manufacture, market, and sell your Products and to use the trademarks, brand names, images, and creative assets you supply to us, and that none of these infringe any third-party intellectual property rights.

3.7 Customs & import compliance

You are the importer of record for any movement of Products into a Market unless otherwise expressly agreed in writing with a licensed importer. You are responsible for tariff classification, valuation, origin determination, customs declarations, duty payments, and compliance with import restrictions, sanctions regimes, and dual-use controls.

3.8 Data protection

You are the data controller in respect of personal data relating to your Customers. You are responsible for compliance with the EU General Data Protection Regulation (GDPR), the UK GDPR, and any equivalent data protection legislation, including providing lawful bases for processing, notices, and exercising data subject rights. Where we process personal data on your behalf, the parties shall enter into a separate Data Processing Agreement.

3.9 Payment processor terms & chargebacks

You are bound by, and responsible for compliance with, the terms of any payment processor used in connection with the Services. You are financially responsible for all chargebacks, refunds, processor fines, reserve requirements, and rolling reserves attributable to your transactions.

3.10 Accuracy of information

You warrant that all information, documentation, product data, certifications, and statements you supply to us are accurate, complete, and current.

Service-specific terms

4.1 Paid advertising services

Where we manage Meta, Google, or other paid advertising on your behalf:

1. You are the advertiser of record on the Platform and are bound by the Platform's terms;
2. You fund the advertising spend directly or via reimbursement, as set out in the Order Form;
3. We execute campaigns and produce or coordinate creative work under your direction and approval;
4. Final responsibility for ad content, claims, and Platform-policy compliance rests with you even where we draft or recommend content;
5. Platform suspensions, account bans, ad rejections, or algorithmic changes are outside our control and we are not liable for any resulting business interruption;
6. We do not guarantee any specific level of impressions, clicks, conversions, return on ad spend, or revenue.

4.2 European return address service

Where we supply a return address service:

1. We coordinate access to postal return addresses in the United Kingdom and/or the Netherlands through our network of third-party logistics partners, to which Customers may send Products being returned;
2. These addresses are operated by independent third-party logistics providers within our partner network. We act as coordinator and intermediary on your behalf;
3. Neither we nor our logistics partners inspect, test, verify, restock, refurbish, or resell returned Products;
4. You instruct us on the routing of returned Products (forward, dispose, hold, destroy) within reasonable timeframes;
5. All shipping costs, return shipping costs, customs duties, storage fees beyond reasonable consolidation periods, and disposal costs are borne by you;
6. Risk of loss, damage, theft, or destruction of returned Products remains with you at all times;
7. Unclaimed returned Products held by our partner network for more than 90 days may be disposed of without further notice and without liability to us or our partners;
8. Neither we nor our partners are the importer of record for any returned Products entering a customs territory.

4.3 Optional logistics & bulk inventory facilitation

Where you elect, by separate written agreement, to send bulk inventory to a third-party logistics partner introduced by us:

1. You remain the importer of record, the owner of the inventory, and the seller of the Products at all times;
2. The contractual relationship for storage and fulfilment is between you and the logistics partner, even where introduced or coordinated by us;
3. Our role is limited to introduction and coordination unless a separate written logistics services agreement is concluded;
4. All duties, taxes, storage fees, fulfilment fees, insurance, and risk of loss are borne by you.

4.4 Merchant account setup (optional)

Where you elect to use our merchant account setup service:

1. We facilitate your onboarding to a third-party payment platform (such as Stripe Connect) under which you establish your own merchant account with the underlying payment processor;
2. The merchant account is held in your name. You complete the processor's KYC requirements directly and are the named account holder for all regulatory and contractual purposes;
3. Customer payments settle directly from the payment processor to your nominated bank account. We do not receive, hold, route, or transmit Customer funds at any point in the transaction flow;
4. Our compensation for this service is collected as a platform fee through the payment processor's automatic split functionality, deducted from each transaction at the source;
5. We are not a payment institution, e-money issuer, or regulated payment service provider within the meaning of PSD2 or equivalent legislation, and provide no regulated payment services;
6. All chargebacks, refunds, reserves, and processor fees are between you and the payment processor; we have no settlement obligation to you and no liability in respect of payment processing outcomes;
7. You are bound by the payment processor's own terms of service and are responsible for compliance with them;
8. You agree to provide all KYC, source-of-funds, and beneficial ownership information reasonably requested by the payment processor or by us in connection with the onboarding.

4.5 Customer support services

Where we supply Customer support:

1. We respond to Customer enquiries on your behalf using messaging templates approved by you;
2. We act within the discretionary thresholds specified in the Order Form (for example, refund authority limits);
3. Beyond such thresholds, we escalate to you and act only on your instructions;
4. We do not warrant any specific response time, resolution rate, or Customer satisfaction outcome beyond a reasonable-effort standard;
5. Decisions regarding refunds, replacements, complaints, regulatory escalations, and chargeback responses ultimately rest with you.

Fees & payment

Fees, retainers, performance fees, and reimbursable expenses are set out in the applicable Order Form. Unless otherwise stated:

1. All amounts are stated exclusive of VAT and any other applicable taxes, which are added at the prevailing rate;
2. Invoices are payable within seven (7) days of issue date by bank transfer in EUR to the account specified on the invoice;
3. Late payment accrues interest at the Dutch statutory commercial rate plus an additional one and a half percent (1.5%) per month, alongside reasonable collection costs;
4. We may suspend the Services in whole or in part if any invoice is unpaid more than fourteen (14) days after its due date;
5. We may set off any amount owed by you against funds held on your behalf;
6. Disputed amounts must be raised within ten (10) days of invoice receipt; the undisputed portion remains payable in full.

Intellectual property

6.1 Client IP

You retain all intellectual property rights in your Products, trademarks, brand assets, photographs, copy, and proprietary materials. You grant us a non-exclusive, worldwide, royalty-free licence to use such materials solely to the extent necessary to deliver the Services.

6.2 Our IP

We retain all intellectual property rights in our methodology, processes, frameworks, templates, internal tools, proprietary data, and the structural elements of any deliverable created by us. To the extent that bespoke ad creative or copy is created specifically for you, we grant you a non-exclusive, worldwide, perpetual licence to use such bespoke deliverables in connection with your business.

6.3 Anonymised use

We may use anonymised, aggregated learnings from our work for you to improve our Services and methodology, provided no Client-identifying information is disclosed.

6.4 Case references

Unless you opt out in writing, we may reference your industry vertical and a high-level description of the engagement in case studies and marketing material, without naming you.

Data protection

You are the data controller in respect of all personal data of your Customers. To the extent we process personal data on your behalf in delivering the Services, we act as a data processor and the parties shall conclude a separate Data Processing Agreement that meets the requirements of Article 28 GDPR. Cross-border transfers of personal data are subject to appropriate safeguards, including standard contractual clauses where applicable.

Warranties & disclaimers

8.1 Our warranty

We warrant that we will perform the Services with the reasonable care and skill of a competent service provider in our field, in conformity with these Terms and the applicable Order Form.

8.2 Disclaimer of other warranties

To the maximum extent permitted by applicable law, all other warranties, conditions, representations, and undertakings, whether express or implied, statutory or otherwise, are excluded. Without limitation, we do not warrant that the Services will achieve any specific business outcome, revenue level, conversion rate, return on ad spend, approval by any Platform, or freedom from interruption.

Limitation of liability

9.1 Cap on total liability

Our total aggregate liability arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees actually paid by you to us in the three (3) calendar months immediately preceding the event giving rise to the claim.

9.2 Excluded losses

To the maximum extent permitted by law, we shall not be liable for:

1. loss of profits, revenue, savings, or business opportunity;
2. loss of goodwill, reputation, or brand value;
3. loss of data, content, or anticipated savings;
4. indirect, consequential, incidental, special, exemplary, or punitive damages;
5. losses arising from Platform actions, regulatory actions, payment processor actions, courier failures, customs holds, or third-party service failures;
6. losses arising from your failure to perform your obligations under these Terms or under any applicable law.

9.3 Non-excludable liability

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable Dutch law, including liability for intentional misconduct or wilful gross negligence.

Indemnification by the client

You shall indemnify, defend, and hold harmless us, our affiliates, and our respective directors, officers, employees, and contractors from and against any and all third-party claims, actions, proceedings, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. your Products, including but not limited to product defects, product safety incidents, recalls, warranty claims, and any harm caused to Customers or third parties;
2. your failure to comply with any law, regulation, code of practice, or Platform policy applicable to your business;
3. your marketing claims, creative content, or advertising material, irrespective of whether produced or refined by us;
4. any claim by a tax authority, customs authority, regulator, or supervisory body in any Market relating to your activity;
5. any claim by a payment processor or third party relating to chargebacks, fraud, or transactional risk attributable to you;
6. any infringement or alleged infringement of third-party intellectual property rights by you or your Products;
7. any Customer claim, dispute, complaint, or proceeding relating to the Products or to your business practices;
8. any breach by you of these Terms.

We shall promptly notify you of any indemnified claim and shall reasonably cooperate with you in its defence, at your expense.

Term & termination

11.1 Term

These Terms commence on the effective date set out in the Order Form and continue until terminated in accordance with this Section.

11.2 Termination for convenience

Either party may terminate the engagement for convenience on thirty (30) days' prior written notice.

11.3 Termination for cause

Either party may terminate the engagement with immediate effect upon written notice if the other party:

1. materially breaches these Terms and fails to remedy such breach within fourteen (14) days of written notice;
2. becomes insolvent, enters into liquidation, suspends payments, or becomes subject to insolvency proceedings;
3. engages in conduct that exposes the terminating party to material legal, financial, regulatory, or reputational risk.

11.4 Suspension

We may suspend the Services in whole or in part with immediate effect where (a) you are in material breach, (b) any invoice is overdue, (c) we reasonably believe continued provision creates legal, regulatory, financial, or reputational risk to us, or (d) a Platform, payment processor, or regulator requests or imposes a suspension.

11.5 Consequences of termination

On termination: (i) you remain liable for all fees accrued up to the effective date of termination and for any non-cancellable commitments made by us on your behalf; (ii) each party returns or destroys the other party's confidential information at the disclosing party's option; (iii) we may retain anonymised performance data; (iv) any returned Products in our possession are subject to the disposal terms in Section 4.2.

11.6 Survival

Sections 3 (Client Responsibilities), 6 (Intellectual Property), 7 (Data Protection), 8 (Warranties), 9 (Limitation of Liability), 10 (Indemnification), 12 (Confidentiality), 14 (Governing Law), 15 (General), and any other provisions which by their nature should survive, shall survive termination.

Confidentiality

Each party shall keep the other party's confidential information confidential, use it only for the purpose of performing under these Terms, and protect it with the same degree of care it uses for its own confidential information (and not less than reasonable care). This obligation does not apply to information that is or becomes public other than by breach of these Terms, was rightfully known prior to disclosure, is independently developed without reference to the disclosing party's information, or is required to be disclosed by law or regulator.

Force majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than the obligation to pay) arising from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, wars, terrorism, civil unrest, government actions, sanctions, regulatory interventions, Platform outages, payment processor outages, courier failures, customs delays, internet outages, denial-of-service attacks, and labour disputes. The affected party shall notify the other party promptly and shall use reasonable efforts to resume performance.

Governing law & disputes

14.1 Governing law

These Terms are governed by and construed in accordance with the laws of the Netherlands, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

14.2 Forum

The parties submit to the exclusive jurisdiction of the District Court of Amsterdam (Rechtbank Amsterdam), The Netherlands. We may, at our sole option, elect to resolve any dispute by binding arbitration under the rules of the Netherlands Arbitration Institute (NAI), seated in Amsterdam, in the English language, before a sole arbitrator.

14.3 Equitable relief

Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction.

General

15.1 Entire agreement

These Terms, together with any applicable Order Form and any separate Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior agreements, proposals, and understandings relating to the Services.

15.2 Order of precedence

In the event of conflict, the Order Form prevails over these Terms, save for Sections 3, 9, 10, and 14, which prevail unless expressly varied in writing signed by an authorised representative of us.

15.3 Amendments

We may amend these Terms from time to time. Material amendments will be notified to you and take effect thirty (30) days after notification, unless you object in writing, in which case the parties shall negotiate in good faith or either party may terminate.

15.4 Assignment

You may not assign, novate, or transfer your rights or obligations under these Terms without our prior written consent. We may assign to an affiliate or in connection with a corporate reorganisation, sale, or merger.

15.5 Subcontracting

We may engage subcontractors and affiliates to deliver the Services and remain responsible for their performance to the extent set out in these Terms.

15.6 Notices

Notices to us shall be sent to hello@merchant-fix.com. Notices to you shall be sent to the addresses set out in the Order Form.

15.7 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the parties shall negotiate in good faith to replace the affected provision with a valid one that reflects the original intent.

15.8 Waiver

No failure or delay by either party in exercising any right or remedy operates as a waiver of that or any other right or remedy.

15.9 Language

These Terms are drawn up in English. Any translation is provided for convenience only and the English version prevails.

15.10 Counterparts & electronic signature

These Terms may be accepted electronically and any acceptance by clicking, e-signing, or commencing receipt of the Services constitutes binding acceptance.