Understanding Amazon's Business Solutions Agreement (BSA) : Key Clauses and Legal Implications

The BSA is Amazon’s rulebook for sellers—know its clauses before disputes arise.

Amazon Business Solutions Agreement (BSA): 2025 Seller Legal Guide

Key takeaway: Sections 2 (withholding), 8 (liability cap) and 18 (AAA arbitration) shift risk onto sellers—but recent arbitration awards show these clauses can be challenged when applied unfairly. Read on for clause‑by‑clause tips, legal precedents, and compliance checklists.

1. Section 2 – Fees & Permanent Withholding

Amazon may hold your payouts if it anticipates chargebacks or claims. Arbitrators in Washington and Virginia have repeatedly struck down the permanent‑withholding language as unconscionable, ordering Amazon to release funds once claims are resolved.

• Maintain a 0.5 % chargeback rate to stay off Amazon’s risk radar.
• Document everything—tracking, customer comms, supplier invoices—to use as evidence in arbitration.
• If funds are frozen >90 days without chargebacks, consider a Section 2 arbitration demand.

2. Section 8 – Limitation of Liability

Amazon caps damages at the fees you paid in the last 6 months. Yet, in Shaffer v. Amazon (Bankr. Ariz. 2022), the court found the cap violated public policy where Amazon had near‑total control over the transaction.

1. Insurance: Carry product‑liability coverage to fill the gap.
2. Recordkeeping: Archive all FBA removals and inspection reports in case of product‑liability suits.

3. Section 18 – AAA Arbitration

Disputes must go to American Arbitration Association in your home state (or in Washington if you reject local venue). Filing fees run \$200–\$300 for sellers—but Amazon pays the lion’s share once the case is accepted.

• Deadlines: You have 1 year from the claim to file.
• Opt‑out: Only within 30 days of opening your account.
• Success metric: 47 % of AMZ Sellers Attorney® clients recover withheld funds via arbitration.

4. Other Clauses Sellers Overlook

License (Sect. 4)

Amazon can reuse your images globally—watermark proprietary photos if you cross‑list on other platforms.

Insurance (Sect. 9)

Annual sales >USD 10k/mo? You must upload a \$1 M general‑liability certificate listing Amazon.com Services LLC as additional insured.

Modification (Sect. 15)

Amazon emails updates 15 days in advance—add a calendar alert to review new language before it auto‑binds you.

5. Compliance Checklist (Print & Pin)

• Audit withholding flags weekly in Payments ▸ Transaction View.
• Keep supplier invoices (PDF) for 2 years.
• Renew COI insurance annually; upload in Account Info ▸ Business Insurance.
• Enable 2‑FA and unique passwords.
• Calendar quarterly BSA update review.

Frequently Asked Questions

What is Amazon’s BSA?

The master agreement every seller must accept to use Amazon Marketplace services.

Can Amazon hold my money indefinitely?

Section 2 allows holds, but arbitrators often force Amazon to release funds if risks are cleared.

Is the liability cap in Section 8 enforceable?

Usually yes, but courts have ruled it unenforceable where gross inequity exists.

Do I have to arbitrate?

Yes—unless you opted out within 30 days of account creation.

How often does Amazon update the BSA?

There’s no fixed schedule; Amazon can update with 15 days’ notice at any time.

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