1. First things first
These merchant terms and conditions (this “Agreement”) form a binding agreement between you as a merchant (“you” or “Merchant”) and Karmalicious AB (“us” or “Karma”) regarding your use of and access to the merchant application Karma for Business (the “App”), the merchant interface on our website www.karma.life (the “Website”) and the services provided therein (the “Services”).

By creating a user account in the App or using the Services, you accept this Agreement and agree to be bound by each of its terms.

2. What is Karma for Business?
Karma for Business is a sales platform through which Merchants can offer take away food items for sale and provide online table ordering at restaurants for consumers (hereinafter called “Customers”).

• Karma Save: This service allows Merchants to sell surplus food at discounted prices. It aims to reduce food waste by giving Merchants a platform to offer unsold food items at the end of the day to Customers at a reduced price.
  
  
• Karma Serve: This service provides Merchants with a platform to facilitate online table and takeaway ordering at restaurants for Customers. It streamlines the ordering process, making it easier for Customers to order and pay for their meals.

Basically, Merchants provide the food, and we provide a platform where Merchants can sell the food using either Karma Save or Karma Serve, depending on their needs.

Customers can purchase and order food through the Karma consumer application or the Website (hereinafter “Karma for Customers”).

4.2 Sign me up!
To use the Services you need to create a merchant account (“Merchant Account”). To create a Merchant Account, you must have the authority to enter into this Agreement on behalf of your entity. By accessing or using the Services you warrant to us that you have read and understood this Agreement and warrant to us that you have the legal capacity to enter into a legally binding agreement with us.

To create a Merchant Account, we need to obtain certain personal information from you, such as your name and contact information. You can read more about how we process your personal data in our Privacy Policy. You must also provide your company information, which includes but is not limited to the company name, company information, contact information, and billing information.

4. Use of the Services

4.1 Let’s start selling
You can offer food for sale (“Items”) when you are logged onto your Merchant Account. To create an Item, you need to provide certain information, such as a description of the Item, ingredients, allergens, and price information. Each Item must be listed with the correct store or restaurant price. It is strictly prohibited to list an Item at a higher original price than the price charged at your ordinary place of business.

When posting food for pick-up, you shall also provide information about your opening hours and the preferred pick-up time. When posting surplus food Items for Karma Save, Merchant shall also provide information about the quantity of available Items.

Once you have filled in all relevant information, you can post the Item. When the Item is published it will be shown to Customers in Karma for Customers. When a Customer places an order for an Item, you will receive an order confirmation to your Merchant Account.

4.2 Pick-up orders 

Once a Customer has placed an order for an Item you have published, and an order confirmation has been received, you are obliged to provide the Customer with the ordered Item(s) during the specified pick-up time. 

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To collect a pick-up order, Customers shall show you an order confirmation or identify themselves by name. The Customer shall pick up the ordered Item from your ordinary place of business in a timely manner during the time frame provided when posting the Item. If the Customer does not collect the order during the given time frame, you have the right to do as you see fit with the ordered Item(s). The Customer is not entitled to receive a refund for orders that have not been collected on time. 

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4.3 Alcoholic beverages

If you are offering alcoholic beverages through the Services, you acknowledge that you are responsible for ensuring such serving is coherent with any applicable laws regarding the selling and serving of alcoholic beverages. This means, for instance, that you shall refuse serving alcoholic beverages to Customers that are not in a condition to be served or are underaged. 

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4.4 Refunds 

Due to the nature of the sold items (i.e. food) and the fact that food may get spoiled or age rapidly, Customers do not have a right to change or cancel a completed purchase, unless you accept it. If you need to cancel a completed order, for example due to unavailability or quantity errors, you shall refund the Customer through the Website or App or by contacting us. Refund requests made to us will be handled as soon as possible during regular business hours.  We will also be able to reach out to you regarding a refund request from a Customer, upon which we’ll ask you to respond to the request in a timely manner. Any failure to respond to such request will result in the refund being processed.

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4.5 Standard requirements 

All posted Items must be of a standard that a reasonable person would regard as satisfactory. For example, this means that each provided Item shall be safe for consumption and have satisfactory quality, quantity, appearance and finish. 

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You are solely responsible for determining the quality and freshness of the posted Items and you shall prepare the Items in compliance with the applicable legislation concerning the handling, storing and transportation of food and in accordance with the established principles and practices of the industry. 

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4.6 Claims

The Merchant is responsible for the quality and safety of the food, and for all information provided regarding posted Items. All Customer claims received by Karma are directed to the Merchant. In case the Merchant approves a claim, the Merchant can refund the Customer through the Services or by contacting us.

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4.7 Loyalty Program

We like to reward our loyal users and do so through the Karma Loyalty Program. If you use the Service actively, you can receive special offers and the possibility to provide surplus food Items for lesser discounts as part of the Loyalty Program (collectively called “Loyalty Discounts”). You can read more about the various Loyalty Discounts and the requirements to access them on the Website and in the App. Loyalty Discounts and specific requirements can vary by city and country, which means that you may receive a different Loyalty Discount than another Merchant. 

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The Loyalty Discounts do not apply on already completed orders, are not transferable and may expire. Loyalty Discounts can only be used by you during the time that they are available to you in the Services. If you have not redeemed a Loyalty Discount during its availability you will not be able to use this Loyalty Discount later. 

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We reserve the right to change, end, or pause, in whole or in part, any Loyalty Program. We may also suspend or terminate your access to any Loyalty Program or Loyalty Discounts if we suspect fraud or any violation of this Agreement. If we end any Loyalty Program, any unused or unredeemed Loyalty Discounts are forfeited at that time.  

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5 Fees and Payouts

The Customer pays Karma for any ordered Items. The Merchant is entitled to monthly payments from Karma corresponding to the order value for sold Items during the previous month deducted with Karma’s service fees and any refunds and claims (“Payouts”).

Karma’s service fee will be calculated based on a percentage rate of the order value or percentage rate plus a fixed fee for each completed order, depending on the Service. The from time-to-time applicable Service fee rates are available on the Website. The Service fee rates provided on the Website shall apply, unless Parties have agreed otherwise in writing.

For each month during which the Merchant has completed sales through the Services, the Merchant will receive a sales report specifying all Payouts. Each sales report will be delivered to the Merchant within 7 days from the end of a calendar month.

For the Karma Save service, we use the well-renowned third-party payment service provider Stripe (“Stripe”). If you use the Karma Save service, Stripe’s terms and conditions apply to both the payments and Payouts.

For the Karma Serve service, we use Adyen (“Adyen”). If you use the Karma Serve service, Adyen’s terms and conditions apply to both the payments and Payouts.

Depending on what part of the Services you are using, you will be required to set up a Payout account with either Stripe, Adyen, or both through your Merchant account in order to receive your Payouts. Payouts shall be paid within 30 days after the end of each calendar month during which the sales have been completed to a bank account provided by the Merchant. The Merchant acknowledges that Payouts cannot be made unless the Merchant has provided the corresponding payment provider (Stripe or Adyen) with necessary payout details through the Merchant Account. The Merchant also acknowledges that additional payout details may be requested from time to time by Stripe and Adyen.

Karma reserves the right to adjust any service fee rates and start charging fees for use of various features of the Services upon notifying the Merchant no later than 30 days prior to such new fee taking effect. 

6 Do’s and Don’ts when using the Services

When using the Services, you shall: 

• ensure that all information provided by you to Karma and all information published in the App or onto the Website is current, accurate, and complete, and that you will maintain it that way. 
• keep your Merchant Account information strictly confidential and do not share your passwords with others.  
• only use information, materials and presentations provided by us for the purpose of using the Services.

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You shall not, and do not attempt or permit any third party to:

• modify, reproduce, duplicate, copy, publish or create derivative works or improvements, nor reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any portion of the Services, the Website or the App, or of any content, photographs, descriptions, software, image, graphics, logos, data or other information therein. For the sake of clarity, this does not apply to content belonging to the Merchant, such as photos of Items uploaded to the Services by the Merchant.
• reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of any portion of the Services, the Website or the App.
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any portion of the Services to any third party.
• alter, remove, obscure, frame or mirror Karma’s or its suppliers’ branding, proprietary notices or any content forming part of the Services or provided by Karma in connection with the Services.
• use the Website or App for any purpose that invades any person’s or entity’s privacy or other rights, misidentifies you or impersonates any person or entity, including without limitation, any employee or representative of ours or another company, or could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.  
• post inappropriate content, including graphics, images and descriptions.

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Karma has the right to remove content posted by you and/or suspend or terminate your Merchant Account and access to the Services if you violate this Agreement or use the Services in a way that, in our sole opinion, is harmful to us or any third party.

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7. Intellectual property rights

Karma, or as the case may be, Karma’s licensors, are the sole owners of the Website, the App and the Services, and any source code, software, content and other intellectual property related to or included in them. Except for the limited rights expressly granted under the Agreement, nothing in the Agreement shall be construed as transferring or assigning the title or ownership of any intellectual property rights in the Services to the Merchant.

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The Merchant shall not access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of Karma or any third party, or that violates any applicable legislation.

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8. Confidentiality

Each party agrees to treat all non-public information of the other party as confidential and not to use such confidential information for any purpose other than for use of the Services and performing its obligations under the Agreement. Neither party may disclose confidential information of the other party to any third party, except as may be reasonably required to fulfill this Agreement, provided that such third party is bound by confidentiality obligations.  

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9. Personal data protection

Karma shall ensure that the processing of personal data within the scope of performance of the Agreement is in conformity with applicable data protection legislation. 

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In conjunction with using the Services, Merchant will process personal data on Karma’s behalf. Merchant shall process personal data on Karma’s behalf in accordance with Karma’s instructions, applicable legislation, and the Data Processing Agreement, which is incorporated into this Agreement. 

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10. Merchant Content

As between the Merchant and Karma, the Merchant is the sole owner of all content uploaded by the Merchant to the App or the Website, including any food item information, pricing, discount information, menus, photographs, graphics and merchant information (“Merchant Content”). 

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The Merchant hereby grants Karma the right to use Merchant Content for delivering and marketing the Services. The Merchant acknowledges that Karma may display advertising and/or any other content at locations of our choosing within the Services or in Karma for Customers, which may include placing advertisement in conjunction with Merchant Content.  

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Merchant acknowledges that Karma may freely utilize aggregated and anonymized Merchant Content and data generated in the system log files to optimize and improve the Services.

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11. Customer feedback

Karma reserves the right to publish Customers’ feedback about Merchants on Karma for Customers, the Website and in the App (and/or allow others to do so). In case of negative feedback regarding the Merchant, the Merchant will be informed before such feedback is published. 

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For sake of clarity, Customers are not allowed to publish or upload any content, through ratings or otherwise, that include illegal, violent, offensive, or otherwise inappropriate content. We reserve the right, at any time and at our discretion, to remove any content provided by Customers that we consider to be inappropriate, unsuitable or untrue.

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12. No warranties 

The Services are provided “as is” and “as available”. Karma makes no representations or warranties that the App, Website or the Services will be uninterrupted or error free. If you experience service interruptions or detect a technical error in the Services, you can report the problem through the Services or on the Website through our chat or contact form.  

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13. Limitation of liability 

Neither party shall be liable for consequential or indirect losses, such as lost profits, diminished production, costs of retaining another provider, costs of equipment and similar costs or losses, except in case of breach of intellectual property rights (Section 7) and confidentiality (Section 8).

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In no event shall Karma’s or its suppliers’ total liability for any damages, direct or indirect, arising from or in connection with the Services or the Agreement exceed the Payouts paid by Karma to the Merchant during the previous three (3) month period.

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In no event shall Karma be liable for any damages arising out of or as a result of Merchant Content. The Merchant will indemnify and hold Karma harmless for any damages or losses incurred to Karma or a third party as a result of Merchant Content. 

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14. Term and Termination

Unless otherwise agreed between the Parties, the Agreement shall remain in effect as long as you use the Services. This Agreement shall automatically expire when you unregister to the Services or if we terminate your Merchant Account. Sections 5 (Fees and Payouts), 7 (Intellectual property rights), 8 (Confidentiality) and 17 (Miscellaneous) shall survive any such expiration or termination. You may unregister from your Merchant Account at any time. Choose “Delete account” or any corresponding function in the App and/or the Website, or by contacting us at merchantsupport@karma.life.  Karma will then delete or anonymize any personal information that can be attributed to you, except for certain information that Karma by law may have to save and archive.

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15. Force Majeure

Karma shall not be liable to you for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond our reasonable control.  

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16. Changes and updates 

Karma may change or update this Agreement from time to time, and any such change or update will be set in effect when posting the updated Agreement on the Website or in the App. When we make major changes to the Agreement, we will provide you with prior notice as appropriate under the circumstances, for example by displaying a notice in the App, the Website or by sending an email. If you do not agree to the changed terms, you have the right to terminate your Account.  

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Karma reserves the right to modify, suspend, or discontinue the App, the Website and our Services at any time. 

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17. Miscellaneous

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17.1 Governing law and disputes

The Agreement shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm.

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17.2 Assignment

Merchant may not wholly or partly assign or pledge its rights and/or obligations under the Agreement to any third party without the prior written approval of Karma. Karma has the right to transfer its rights and obligations under this Agreement. 

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17.3 Severability

If any part of this Agreement is held to be unenforceable or invalid for any reason, said part will be changed and interpreted to best accomplish its original intent and objectives. Any remaining parts will continue in full force.

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17.4 Contact

If you have any questions or experience service disruptions, please reach out to us at merchantsupport@karma.life. You can reach us through the contact form or chat found in the Service.

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