TRIVIUM GROUP – SERVICE TERMS & CONDITIONS

These Terms & Conditions (“Terms”) govern all services provided by Trivium Group LLC (“Trivium,” “we,” “our,” or “Agency”) to any client (“Client,” “you,” or “your”) who accepts a quote issued by Trivium through its billing platform (“Quote”) (the Terms together with an applicable Quote shall be referred to collectively herein as the, “Agreement”). Agency and Client may be referred to individually as “Party” and collectively as “Parties” throughout these Terms.

These Terms govern all services provided by Agency. Each Quote is subject to and incorporates these Terms by reference. By accepting a Quote and/or submitting payment details through Trivium’s billing platform, you agree to be bound by these Terms. Together, the accepted Quote and any applicable Scope of Work or Exhibit form the entire agreement between you and Trivium. If you do not agree to these Terms, do not accept a Quote or provide payment information.

1. Term. Agency Services shall commence on the date the Client accepts the Quote or as otherwise stated in the accepted Quote. Termination of the term shall be in accordance with either 1.1 or 1.2 below.

1.2 For recurring services, the Initial Term shall continue for a minimum period of three (3) months, unless terminated earlier in accordance with Section 5 of these Terms. After the Initial Term, these Terms and the accepted Quote will automatically renew on a month-to-month basis unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term (each a “Renewal Term,” and together with the Initial Term, the “Term”).

1.2 For one-time or project-based services, these Terms automatically terminate upon completion and full payment for the defined Scope of Work, and the renewal provisions of this Section do not apply (alternatively, “Term”).

2. Duties and Obligations.

2.1 The Agency shall provide the services set forth in the Scope of Work (attached as Exhibit A) (collectively, “Services”).

2.2 The Client shall cooperate with the Agency by providing all information and promptly taking all actions reasonably requested by the Agency to enable the Services described in the accepted Quote and corresponding Scope of Work (Exhibit A).

3. Compensation; Payment Terms. The fees, services, and payment method selected by the Client in the accepted Quote form part of these Terms and are incorporated by reference. 

3.1 Recurring Services (Monthly Retainer). Each month, Client shall compensate Agency a retainer (“Retainer”) as specified in the accepted Quote.

3.2 One-Time Services. For one-time or project-based services, payment is due in full before work begins (alternatively, “Retainer”) (unless otherwise stated in the accepted Quote or Exhibit A). Once work has commenced, fees are non-refundable. 

3.3 Timing of Payments.  

a. The Retainer shall be paid prior to the beginning of any work under these Terms.  

b. Subsequent Monthly Retainer payments will be due on the same date as the Effective Date.

c. If payment isn’t received on time, the Agency may pause all services until the balance is paid.

d. Late payments will incur a monthly fee of 5% of the outstanding amount until paid in full.

3.4 Variable Compensation. Some Quotes may include performance-based or variable compensation, such as a percentage of revenue, growth, or profit. Any such variable component will be defined in the accepted Quote and invoiced or charged automatically in accordance with the terms specified therein. Unless otherwise agreed in writing, variable compensation begins accruing from the service start date indicated in the Quote.

3.5 Payment Authorization. When the Client accepts a Quote and submits payment details (including credit card or ACH information) through Trivium’s secure billing platform, those details are processed by a PCI-DSS-compliant payment provider. The Client authorizes Trivium to securely store its payment information through this processor and to charge the agreed service fees through a pull method. If the service is provided on a monthly recurring basis, Retainer payments will be automatically processed each billing cycle using the stored payment method. The Client may update or change its payment information, or cancel automatic payments, at any time by providing written notice to finance@triviumco.com at least five (5) business days before the next billing date. Trivium does not store complete card or bank account details on its own systems. If Client’s designated payment method is declined, expires, or otherwise becomes invalid, or if Client’s payment details are changed or inaccurate, Agency shall have the right to immediately suspend performance of all Services until payment information is updated and all outstanding amounts are brought current. Client shall have a grace period of seven (7) days to cure any such payment failure and provide valid payment details. If Client fails to cure the payment default within such seven (7) day period, Agency may, in its sole discretion, terminate or permanently suspend Services and pursue any and all remedies available at law or in equity, including but not limited to referral of the outstanding balance to collections and recovery of all costs, fees, and expenses (including reasonable attorneys’ fees) incurred in connection with such collection efforts.

4. Refunds. Refunds are handled on a case-by-case basis and only in accordance with the payment terms specified in the accepted Quote. Refunds are not offered for any work that has been started or completed.

5. Termination. You may terminate the Agency’s Services by giving at least 30 days’ written notice. The 30-day period will begin on the next billing date after notice is given. Example: If notice is given on June 13 and the next billing date is June 21, the Terms will end on July 20. Agency may immediately terminate this engagement with or without cause and with or without cause. All termination notices from the Client must be sent by email to finance@triviumco.com. For one-time services outlined in Section 3.2, you cannot terminate once Agency has commenced Services; these Terms end automatically upon delivery of the completed work and payment in full.

5.1 When these Terms end, both parties agree to:

a. Return or destroy all materials containing the other party’s confidential information within 30 days.

b. Provide reasonable support to help transition the work, if needed.

c. Remove any of Agency’s tools or software from Client’s systems or locations.

5.2 Client agrees to pay all undisputed amounts owed for Services performed up to the effective date of termination. If any outstanding balance remains unpaid (whether or not disputed), Agency shall have the right to revoke, withhold, or discontinue any benefits, access, or advantages conferred through the Services. If Client has utilized Agency’s placement Services and a candidate has been introduced, interviewed, or placed by Agency prior to payment in full, Client shall not engage, employ, or otherwise continue to utilize such candidate, whether directly or indirectly, until all outstanding amounts owed to Agency have been fully satisfied. Any continued engagement of such candidate in violation of this provision shall constitute a material breach of these Terms and entitle Agency to pursue all remedies available at law or in equity, including immediate payment of all placement fees and other fees outlined in the applicable Quote, recovery of damages, and reimbursement of all costs and attorneys’ fees incurred in enforcement.

Agency will not be responsible for any costs Client incurs due to ending these Terms.

6. Nondisclosure of Confidential Information.

6.1 Agreement Not to Disclose. Both parties agree to keep each other’s Confidential Information private and not use or share it without written permission from the other party. If requested at any time, including after these Terms end, each party will promptly return or delete all confidential materials belonging to the other.

6.2 Confidential Information. Confidential Information means any and all non-public, proprietary, or confidential information disclosed by either party to the other, including information shared in connection with these Terms and the accepted Quote, such as business strategies, client or customer data, financials, marketing plans, pricing, internal processes, trade secrets, or any other proprietary information that a reasonable person would understand to be confidential.

6.3 Confidential Information does not include information that either party can show that:

a. Was already known before disclosure;

b. Becomes public through no fault of the receiving party;

c. Is lawfully received from another source; or

d. Must be disclosed by law or court order (with reasonable prior notice when possible).

7. Ownership; Intellectual Property; Data Usage. All Trivium tools, systems, and templates remain Trivium’s property. Client may use them only as needed to receive the Services. Deliverables made specifically for the Client (“Custom Deliverables”) become the Client’s property once fully paid for, except any embedded Trivium tools or code, which remain Trivium’s property. Trivium grants the Client a royalty-free license to use and modify any embedded Trivium materials only within the deliverable and for internal use. They cannot be sold, sublicensed, or used separately. Materials not created specifically for the Client (“Other Deliverables”) remain Trivium’s property. The Client receives a non-exclusive license to use them internally but may not distribute or resell them. Each party may use general knowledge or experience gained while performing under these Terms, provided no confidential information is disclosed. With prior written approval, Trivium may use the Client’s name, logo, and approved visuals for marketing, advertising, promotion, and/or case studies. Agency may collect, analyze, and use data arising from the performance of its Services, including advertising metrics, campaign results, and related analytics, to monitor and improve its services and internal operations. Agency may also aggregate and anonymize such data to create benchmarking, performance, or industry insights. All aggregated or anonymized data shall be the sole property of Agency.

8. Representations, Warranties and Covenants.

8.1 Representations & Warranties.  Each Party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; (b) it has the full right, power, and authority to agree to these Terms, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (c) the acceptance of these Terms has been duly authorized by all necessary corporate action of the party; and (d) these Terms constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

8.2 Covenants.  Each Party hereby covenants that, at all times while these Terms remain in effect, each Party shall act in good faith and fair dealing with respect to each the other Party.  Client also hereby covenants to cooperate with Agency so as not to cause any delay with respect to Agency’s ability to provide the services set forth in Section 2, or to take any action that would intentionally reduce or otherwise circumvent Client’s payment obligations to Agency under Section 3 herein.

8.3 Appropriate Conduct. Client and Agency will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of these Terms Agency believes it has been subjected to harassing behavior on the part of Client or Client’s staff, Agency will notify Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following Agency’s second notice and is indeed unlawful behavior, such behavior will constitute a breach of these Terms and entitle Agency to terminate these Terms in accordance with Section 5 (Termination) of these Terms, and be paid in full for all Services performed prior to the termination date.

8.4 Except as expressly set forth in these Terms or the applicable Quote, Agency makes no representations, warranties, or guarantees of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, or results to be achieved from the Services. Client acknowledges and agrees that Agency does not and cannot guarantee specific outcomes, levels of performance, sales growth, or return on investment, and that results will vary materially from client to client depending on numerous factors outside of Agency’s control, including but not limited to market conditions, product quality, pricing, consumer demand, and Client’s own business operations. Client further acknowledges that Agency’s recommendations and strategies are based on professional judgment and industry experience, but outcomes are inherently uncertain. No oral or written information, advice, or representation not expressly included in this Agreement shall create any warranty or obligation of the Agency.

9. Indemnification. Client agrees to indemnify, defend, and hold Agency and its officers, directors, employees, contractors, and affiliates  from and against any and all claims, demands, causes of action, losses, liabilities, judgments, damages, obligations, costs, or expenses (including outside attorneys’ fees and court costs) arising out of or in connection with (a) Client’s products, content, listings, or other materials provided to Agency; (b) Client’s violation of any applicable law, regulation, or third-party right; or (c) any other acts or omissions of Client or its representatives in connection with the Services or these Terms.

10. No Guarantee of Outcome or Results.  Client hereby acknowledges that Agency shall act commercially reasonable in the performance of its Services, but under no circumstances is Agency warranting or guaranteeing any particular result or outcome. Client acknowledges that the performance of Agency’s Services depends in part on the functionality, policies, and systems of third-party platforms, including without limitation Amazon and its affiliates. Agency has no control over such platforms and shall not be responsible for any losses, errors, suspensions, delays, or changes in performance resulting from platform decisions, technical issues, policy updates, or algorithmic changes. Client remains solely responsible for compliance with all applicable platform policies and for maintaining good standing of its accounts. Further, Agency may use third-party tools or software in connection with the Services. Agency is not responsible for any limitations, inaccuracies, or outages of such tools.

11. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AGENCY’S TOTAL CUMULATIVE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO AGENCY UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. AGENCY SHALL HAVE NO RESPONSIBILITY FOR ANY INTERRUPTION, LOSS, OR ERROR RESULTING FROM CLIENT’S MODIFICATION, RESTRICTION, OR REVOCATION OF ACCESS TO AMAZON ACCOUNTS AND RELATED ADVERTISING OR ANALYTIC PLATFORMS, OR FROM ANY ACTIONS OR POLICIES OF AMAZON OR OTHER THIRD-PARTY PLATFORMS. CLIENT ACKNOWLEDGES THAT THIS LIMITATION FORMS A MATERIAL PART OF THE CONSIDERATION FOR AGENCY’S PERFORMANCE AND THAT AGENCY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS. THE LIMITATIONS IN THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

12. Non-Solicitation; Non-Exclusivity; Non-Disparagement.

12.1 Non-Solicitation. During the Term, and for a period of 36 months thereafter, Client shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under these Terms who is then an employee of the Agency, nor shall Client directly or indirectly, in any manner solicit any of the Agency.  

12.2 Non-Exclusivity. The Agency retains the right to perform the same or similar type of services for third parties including, but not limited to, any other individuals or entities, regardless if they compete with the business of Client, during and after the Term of these Terms. 

12.3 Non-Disparagement. Client shall not, directly or indirectly, make, publish, or communicate to any person or entity any statement, whether orally or in writing, that disparages, defames, or otherwise harms the reputation, business interests, or goodwill of Agency or any of its affiliates, officers, directors, employees, or representatives. This restriction includes, without limitation, statements made on social media, online review platforms, or other public forums.

13. Enforcement. Both Parties agree that the terms and restrictions set forth in these Terms are reasonable and justified in light of the circumstances and nature of the Client’s business and Agency’s Services. Client acknowledges that a breach or threatened breach of this Agreement by Client would cause irreparable harm to Agency for which monetary damages would be an inadequate remedy. Accordingly, Agency shall be entitled, in addition to any other rights or remedies available at law or in equity, to seek injunctive or other equitable relief to prevent or remedy any such breach or threatened breach, without the necessity of posting bond or proving actual damages. In any dispute, the prevailing party shall be entitled to its costs, including attorneys’ fees, reasonably incurred in enforcing these Terms.

14. Assignment and Subcontracting. Agency may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, to any affiliate, contractor, or subcontractor, without the prior consent of Client. Client shall not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Agency. Any attempted assignment in violation of this Section shall be void and of no effect.

15. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida. 

16 Force Majeure. No failure or omission by a party in the performance of any obligation under these Terms shall be deemed a breach of these Terms or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, explosion, floods and acts of government or governmental agencies or instrumentalities.

17 Arbitration. Any dispute, controversy, or claim arising out of or in any way related to these Terms or the accepted Quote or any breach or termination of these Terms, including the provision of services by Agency to the Client, shall be submitted to and decided by binding arbitration in Miami, Florida. Arbitration shall be administered exclusively by American Arbitration Association and shall be conducted consistent with the rules, regulations, and requirements thereof as well as any requirements imposed by Florida law. Any arbitral award determination shall be final and binding upon the Parties, enforceable in any court of competent jurisdiction.  

18 Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated in Exhibit A to these Terms.

19 Conflict. In the event of any conflict or inconsistency between the provisions of these Terms and the applicable Quote (including any attachments or schedules thereto), the terms of the Quote shall govern and control with respect to the subject matter thereof, but only to the extent of such conflict or inconsistency.

20 Construction. These Terms apply generally to all Clients who accept a Quote through arms-length bargaining. The language contained here shall be deemed to have been drafted by both the Client and Agency jointly and no rule of strict construction shall be applied against any party hereto. The introductory section of these Terms forms an integral part of these Terms and shall be interpreted accordingly.

21 Modification. Company reserves the right to modify, amend, or update these Terms at any time, in its sole discretion, upon providing notice to Client, which may include posting the updated Terms on Company’s website or delivering notice by email or other reasonable means. Any such modifications shall become effective as of the date specified in the notice or, if none is specified, upon posting. Client’s continued use of the Services following notice of any modification constitutes Client’s acceptance of the revised Terms. Notwithstanding the foregoing, if any modification materially and adversely affects Client’s rights or obligations under these Terms, Client shall have the right to terminate the Services, without penalty, by providing written notice of termination to Company within thirty (30) days of the effective date of such modification, provided that Client shall remain responsible for payment of all compensation earned or accrued for Services rendered prior to the effective date of termination.

22 Preservation of Remedies. The rights, obligations, and covenants contained within these Terms are in addition to, and in no way restrict or operate as a waiver of, statutory and common law protection of trade secrets, trademarks, copyrights, or patents, as defined by law.

23 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect. In such event, the Parties agree that the provision shall be modified or reinterpreted to the minimum extent necessary to preserve Agency’s original intent and the enforceability of Agency’s rights. No invalidity or unenforceability shall affect or limit any rights or remedies of Agency under the remaining provisions. .

24 Survival.  The provisions of these Terms that by their nature should survive termination or expiration shall so survive. The expiration or termination of this Agreement shall not affect any rights or obligations that accrued prior thereto).

EXHIBIT A – STATEMENT OF WORK

This Exhibit A applies to the specific services outlined in the accepted Quote. Each Quote may define whether the service is one-time or recurring and may include additional service-specific terms or compensation structures. The accepted Quote and this Exhibit A together form the complete Scope of Work for the Client’s engagement. If any term in this Exhibit A conflicts with these Terms, this Exhibit A will govern for that service only.

1. Amazon Full Account Management Monthly Subscription

This recurring monthly subscription provides complete management of your Amazon account, combining strategic marketing, performance optimization, and daily operational support to ensure long-term growth and stability. It includes:

Market Analysis & Strategy Development

  • Market and competitors analysis for strategic positioning and ranking opportunities.
  • Marketing and growth strategy crafting based on client goals and current account status.

Campaign Optimization & Management

  • Initial optimization of ad campaigns and targets to improve performance and ranking.
  • Account restructuring: renaming or creating campaigns where needed.
  • Continuous tracking of keyword rankings and performance metrics.
  • Regular strategy reviews and adjustments based on weekly results and agreed KPIs.

Account Operations & Health

  • Daily account health monitoring and reporting to ensure compliance and prevent deactivations.
  • Inventory tracking and stock monitoring.
  • Creation of shipping labels to maintain inventory flow.
  • Promotion creation (upon client approval).

Listing Management

  • SEO optimization (frontend and backend) for the bestselling parent product (1 per week).
  • Listing creation and catalog clean-up (1 parent ASIN per week).
  • Listing troubleshooting and reinstatement for suppressed or inactive listings.
  • Case opening and management as needed for listing or account-level issues.
  • Buy Box loss monitoring and proactive issue management.
  • Hijacker detection and handling to protect brand integrity.
  • Listing Troubleshooting and Reinstatement (up to 3 listings per week).
  • Listing Creation and Parentage Setup (up to 2 listings per week).
  • Buy Box & Hijacker Monitoring.
  • Negative Seller Feedback Removal.
  • Listing Updates (up to 3 listings per week).

Available at Additional Cost

  • Brand name changes.
  • Post publishing (when text, images, and content plan are provided by the brand).
  • Account-level troubleshooting beyond listing-level issues.
  • Any extra requests not included in the list.

Not Included

  • Replying to or tracking buyer messages.
  • Creator or influencer communication.
  • Posts creation or content development.
  • PPC campaign management (if handled by a separate department).
  • FBM/FBA order management.
  • Anything else not mentioned in the list of services included is excluded.

2. Amazon PPC Management Monthly Subscription

This recurring monthly subscription provides PPC management of your Amazon account, combining performance optimization and daily operational support to ensure long-term growth and stability. It includes:

Market Analysis & Strategy Development

  • Market and competitors analysis for strategic positioning and ranking opportunities.
  • Marketing and growth strategy crafting based on client goals and current account status.

Campaign Optimization & Management

  • Initial optimization of ad campaigns and targets to improve performance and ranking.
  • Account restructuring: renaming or creating campaigns where needed.
  • Continuous tracking of keyword rankings and performance metrics.
  • Regular strategy reviews and adjustments based on weekly results and agreed KPIs.

Available at Additional Cost

  • Brand name changes.
  • Post publishing (when text, images, and content plan are provided by the brand).
  • Account-level troubleshooting beyond listing-level issues.
  • Any extra requests not included in the list.
  • Daily account health monitoring and reporting to ensure compliance and prevent deactivations.
  • Inventory tracking and stock monitoring.
  • Creation of shipping labels to maintain inventory flow.
  • Promotion creation (upon client approval).
  • Listing Updates
  • SEO optimization (frontend/backend)
  • Listing creation and catalog clean-up
  • Listing troubleshooting and reinstatement for suppressed or inactive listings.
  • Case opening and management as needed for listing or account-level issues.
  • Buy Box loss monitoring and proactive issue management.
  • Hijacker detection and handling to protect brand integrity.
  • Listing Troubleshooting and Reinstatement (up to 3 listings per week).
  • Listing Creation and Parentage Setup (up to 2 listings per week).
  • Buy Box & Hijacker Monitoring.

Not Included

  • Replying to or tracking buyer messages.
  • Creator or influencer communication.
  • Posts creation or content development.
  • PPC campaign management (if handled by a separate department).
  • FBM/FBA order management.
  • Anything else not mentioned in the list of services included.
  • Negative Seller Feedback Removal.
  • Anything else not mentioned in the list of services included is excluded.

3. Brand Management Monthly Subscription:

This recurring monthly subscription provides Brand Manager of your Amazon account to maintain daily operations and optimize brand performance. It includes:

  • Daily Account Health monitoring.
  • Creation of shipping labels as needed.
  • Listing troubleshooting and reinstatement (up to 3 listings per week).
  • New listing creation and parentage setup (up to 2 listings per week).
  • Buy Box and hijacker monitoring.
  • Removal requests for eligible negative seller feedback.
  • Price, backend, and other listing updates (up to 3 per week).

Available at Extra Cost:

  • Brand name changes.
  • Post publishing (text and images provided by brand).
  • Listing audits (SEO, performance, sizing).
  • Account-level troubleshooting.
  • Extra listings beyond the weekly limit.

Not Included:

  • Customer message replies.
  • Creator/influencer communication.
  • PPC campaign management.
  • FBM/FBA order management.
  • Anything not listed above is outside the scope.
  • Anything else not mentioned in the list of services included is excluded.

4. Creative Optimization:

This one-time package includes the creation of visuals for one product listing (1 ASIN with 1 variation). It includes:

  • Intake Product Information Form to be submitted by the client to gather all required details.
  • (Optional) 30-min call to review brand, product, and creative direction.
  • Creative Brief preparation and up to two (2) revisions before approval.
  • Creative assets to be delivered:
    • One (1) main image of your product.
    • Six (6) secondary images of showing the benefits of your product.
    • Brand Story: share the story of your brand through a main background banner and 3-4 additional banners to create awareness of who you are and your product.
    • A+ Content: 7 banners of your product.
  • Up to two (2) revisions per creative asset.

Not Included:

  • Product photography or video.
  • Listing upload unless selected as an add-on. 
  • Anything not listed above is outside this package.
  • Anything else not mentioned in the list of services included is excluded.

5. Amazon Brand Launch Package:

This one-time package covers the launch and optimization of one Amazon product listing (1 ASIN with 1 variation). It includes:

    • 30-minute Kick-Off Call: Review your brand launch plan and walk you through the account setup steps in Seller Central:
      • Amazon account creation.
      • Confirmation on Trade Mark and guidance if the brand is not registered yet.
      • Initiate Amazon Brand Registration if Trade Mark is ready.
      • Review information and forms to be provided by the client to proceed with the listing creation.
      • Confirm next steps and timeline.
    • Optional Amazon Brand Registry Support: Provide a step-by-step guide (SOP) and a 15-minute call to assist with Brand Registry once Trade Mark is submitted.
    • Listing Setup Support: Create a product listing in Seller Central.
  • Creative & SEO Optimization:
    • SEO: title, bullet points, and backend keywords optimization.
    • Intake Product Information Form to be submitted by the client to gather all required details.
    • (Optional) 30-min call to review brand, product, and creative direction.
    • Creative Brief preparation and up to two (2) revisions before approval.
    • Creative assets to be delivered:
      • One (1) main image of your product.
      • Six (6) secondary images of showing the benefits of your product.
      • Brand Story: share the story of your brand through a main background banner and 3-4 additional banners to create awareness of who you are and your product.
      • A+ Content: 7 banners of your product.
    • Up to two (2) revisions per creative asset.
  • Shipment Creation: Generate shipping labels once the listing is approved by Amazon.

Not Included:

  • PPC campaign setup.
  • Inventory management.
  • Ongoing listing maintenance or troubleshooting. 
  • Anything else not mentioned in the list of services included is excluded.

6. Twelve Month Growth Plan:

This one-time package offers a strategic service that delivers a tailored 12-month roadmap for your brand. It includes:

  • Comprehensive analysis of product listings, portfolio, and PPC.
  • Identification of key opportunities and risks.
  • 12-month action plan with clear priorities and timelines.

Not Included:

  • Implementation of the plan.
  • Creative, SEO, or PPC execution.
  • Anything else not mentioned in the list of services included is excluded.

7. TikTok Shop Management Monthly Subscription:

This recurring monthly subscription provides TikTok Shop management and growth for your brand. It includes:

  • TikTok Shop growth strategy.
  • Affiliate outreach and coordination.
  • Daily account operations (product uploads, pricing, compliance).
  • Ad campaign setup, monitoring, and optimization.
  • Enrollment and management of TikTok campaigns and events.
  • Account liaison with TikTok representatives.

Not Included:

  • Product photography or video.
  • Influencer seeding outside theapproved retainer list.
  • Brand-owned content creation.
  • Customer service or DM replies.
  • Anything else not mentioned in the list of services included is excluded.

8. TikTok Shop Creator Management Monthly Subscription:

This recurring monthly subscription provides TikTok Shop Creator Management services. It includes:

  • Managing 5-10 creators in your niche.
  • Ensuring alignment between the creators’ compensation and approved budget.
  • Providing creative direction and content review.
  • Tracking creator performance and reallocate product samples as needed.

Activating the TikTok Shop Management Monthly Subscription is a prerequisite to be eligible for the TikTok Shop Creator Management Monthly Subscription.

9. TikTok Shop Onboarding Set Up Package:

This one-time package covers the set up and onboarding of the client’s TikTok Shop account. It includes:

  • Initial setup & access: Confirming Seller Center access, main account binding, and tool connections (Affiliate Bot, Profit Dashboard).
  • Affiliate program setup: Defining commission rates, outreach criteria, and approval rules.
  • Campaign & ad alignment: Reviewing the existing GMV Max campaign and restructuring as needed.
  • Flash Sale & pricing setup: Coordinating first campaigns and testing discounts.
  • CRM activation –enabling automated messages for welcome offers and sale reminders.
  • Performance tracking: Activating KPI Tracker, Sample Tracker, and Spark Code tracking sheets for weekly reporting.

Activating the TikTok Shop Management Monthly Subscription is a prerequisite to be eligible for the TikTok Shop Onboarding Set Up Package.

10. Amazon DSP Management Monthly Subscription:

This recurring monthly subscription provides Amazon DSP Management services. This includes:

Consultation & Strategy

  • Conduct an initial consultation call to review Client’s Amazon portfolio, discuss campaign objectives, and identify an appropriate DSP budget.
  • Build out a full DSP strategy (campaign architecture, targeting approach, creative direction) based on the agreed objectives and platform capabilities.

DSP Launch & Optimization

  • Launch DSP campaigns in the Amazon DSP platform, adhering to Agency’s best practices for targeting, bidding, and creative placements.
  • Perform ongoing optimizations, including new strategy launches, creative adjustments, and ad-hoc Client requests that align with agreed KPIs.

Reporting & Communication

  • Provide weekly reports on key performance metrics (e.g., impressions, conversions, ROAS), along with any noteworthy campaign updates or shifts.
  • Recommend monthly budget adjustments to help maintain or improve performance relative to the specified Client KPIs.
  • Offer weekly strategy recommendations, discussing new tactics, creative modifications, or targeting opportunities as market conditions evolve.

Ongoing Support

  • Address Client questions or requests regarding DSP campaigns (e.g., changing targeting parameters, launching seasonal pushes).
  • Evaluate emerging DSP features or inventory sources and propose potential enhancements to Client’s campaigns.

DSP Ad Spend & Payment Schedule

  • Invoice Timing: Client will be notified of the DSP ad spend invoice amount in the middle of each month, with payment due on or before the 28th of that same month.
  • Quote Reference: All other fee details (e.g., Agency management fee or percentage of ad spend) are outlined in the Quote.
  • Late Payment: If the invoice remains unpaid by the due date, Agency may pause DSP campaigns until the outstanding balance is settled, in addition to applying any late-payment penalties described in Section 4.

Additional Considerations

  • Excluded Services: Any tasks outside the listed scope (such as creative asset production, brand store updates, or non-Amazon DSP platforms) are not included unless otherwise agreed.
  • Reporting Cadence: The exact format or frequency of the weekly reporting may be adjusted if agreed upon in writing by both Parties.
  • Additional Tech Add Ons: Features such as AMC (Amazon Marketing Cloud) access, enhanced reporting capabilities, and additional custom audience creation can be provided upon request via a 3rd party software partner. These services are optional and may incurr an additional cost.

11. Automated Reviews

This recurring monthly subscription includes:

  • Setting up with additional tools that share emails to the customers who have made at least 2 orders of your product, requesting their feedback on the order (meaning product).
  • Connect your Seller Central with a Tool. Setting up the email process. Controlling the process is active.
  • We’ll provide you with monthly reports on the number of emails sent.

12. Amazon Consulting Services:

Under Consulting Services, Agency provides hourly or project-based advisory support on Amazon and advertising strategies. This may include, but is not limited to:

Conducting account audits or market analyses,

  • Advising on ad spend optimization and campaign strategies,
  • Offering best practices for product listings, brand messaging, or compliance,
  • Recommending process improvements or e-commerce marketing tactics based on industry expertise.

Term & Hourly Nature

  • This service operates on a month-to-month basis (or as specified in the Quote).
  • Sessions or consultations may be scheduled on an as-needed basis, subject to Agency availability.
  • Any stated minimum or maximum hour commitments appear in the Quote or an addendum.

Compensation

  • Hourly Rate: Agency charges the hourly fee referenced in the Quote.
  • Invoicing & Payment: Agency may invoice monthly (in arrears or in advance, per the Quote). Client must pay upon receipt of the invoice or within the timeframe stated in the MSA.
  • Adjustments: If the Client requests more hours than previously agreed, or if Agency recommends additional sessions, both Parties will confirm in writing before incurring those extra hours.

Limitations & Client Responsibilities

  • Implementation: Agency provides strategic recommendations or best practices, but implementation of such advice rests solely with Client.
  • No Guarantee of Results: While Agency aims to improve Client’s outcomes via expert guidance, it cannot guarantee specific performance metrics, given external market and platform factors.
  • Collaboration: Client agrees to provide timely access to relevant data or accounts, schedule sessions, and respond to Agency’s queries to maximize the effectiveness of consultations.

13. Recruiting Services:

Trivium will assist the Client with recruiting candidates for by sourcing, screening, and presenting a shortlist of qualified candidates. The Client is responsible for the final selection and hiring of the candidate.

Timeline: Candidates will be presented within 15 days from the start date of the recruitment process. The Service Provider will aim to fill the position within 45 days of presenting the candidates to the Client.

Client Responsibilities:

  • Provide a clear description of the main functions, responsibilities and compensation for the role within 2 business days of initiating the recruitment process.
  • Respond to communications and provide feedback on candidates within 2 business days of receiving candidate profiles.
  • Support the promotion of the role by assisting with job advertisements or job board postings as needed.
  • Be available for interviews within 48 hours of being presented with candidates, unless otherwise agreed upon in advance.
  • Select and hire the candidate from the presented shortlist within 5 business days of receiving the shortlist

Additional Costs: The Client is responsible for any additional costs not explicitly covered in the Scope of Work section, including but not limited to:

  • Job board advertisement fees (e.g., LinkedIn, Indeed, or other paid platforms).
  • Fees for third-party recruitment tools or services (e.g., background checks, skill assessments, etc.).
  • Any other expenses related to the recruitment process that fall outside of the services listed in the Scope of Work.
  • All such costs must be approved in writing by both parties before being incurred.

Non-Solicitation Period: For 12 months from the date the candidate is first presented by the Service Provider, the Client agrees not to hire or engage any presented candidate without compensating the Service Provider.

Fees for Breach: If the Client hires or engages a candidate without the Service Provider’s compensation, the Client agrees to pay one and a half times the full recruitment fee as stipulated in the Payment Terms section of this Agreement.