Terms of Service for Merchants
LAST MODIFIED: MAY 17, 2018
1. General Description
These Merchant Terms and Conditions (this “Agreement”), is a legal agreement between you as a merchant and Karmalicious AB, a Swedish company (“Karma”), which guides your use of and access to the Merchant Application (as defined below) and the Website (as defined below).
If you don’t want to be bound by this Agreement, please do not access or use the Merchant Application and/or Website. Karma may terminate, without notice, your access to the Merchant Application and/or Website for failure to comply with this Agreement. By creating an account in the Merchant Application and/or the Website, you accept this Agreement and agree to be bound by each of its terms.
You also represent and warrant to Karma that:
- You have the authority to enter into this Agreement (either on your own behalf or by having an authorized person at your company agree to the terms set forth herein on your behalf),
- This Agreement is binding and enforceable against you,
- To the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity.
1.2 What Karma offers
The Karma service is a sales channel via which merchants offer take away food items to registered users. In these terms of Karma service, the term “Merchants” refers to restaurants, but it may also refer to other food providers operating e.g. in the grocery, cafe or bakery sector. The aim of this service is to give Merchants the opportunity to sell surplus food as take-away to consumers. The Karma service allows Merchants to gain extra income while decreasing food waste.
The purpose of this Agreement is to explain the terms and conditions under which Karma will let you use Karma’s merchant application (the “Merchant Application”) through your mobile device or computer and/or use the Website (collectively, the “Purpose”).
As also mentioned in other parts of this Agreement, Karma does not have any control over any merchants or other third parties, and therefore is not liable or responsible for any actions taken or supposed to be taken by any such third party.
3. The Karma Service
To use the sales channel service and the features made available through the Merchant Application and Website, you are required to complete a registration process to create an account with Karma (“Account”).
When you create your account you are given access to use Karma’s software platform commonly referred to as “Karma retailers” or “Karma for Business” (the “Merchant Application”) as made available through its website located at www.purring-cider.flywheelsites.com (the “Website”) and/or via mobile application during the Term (as defined below) solely for the Purpose.
Creating your account offers you easy access to see your company details, the food items you offer for sale, and the purchases that have been made through Karma’s service offering. In order to create your Account, it is necessary to provide certain personal information, which includes but is not limited to, your name, contact information, and more. It is also necessary to provide your company information, which includes but is not limited to, company name, company information, contact information, billing information, and more.
3.2 Creating sales
The logged in Karma merchant creates surplus items to be sold (hereinafter referred to as “Item(s)”). To create an Item, the merchant has to provide certain Item information such as title, ingredients, allergens, regular price and discount. Each Item must be listed with the correct regular price, and must also be discounted fifty (50) percent or more. It is strictly prohibited to list an Item at a higher original price than the price charged at the merchant’s location.
The merchant then lists the number of available Items, sets the sale times and pick-up time, and starts a sale through the Merchant Application or Website. After the sale has started, the available Items will be shown to the Karma users.
3.3 Order and order confirmation
The logged in Karma user places the Item order through the Karma consumer application or Website. Individual Karma users purchasing Items through the Karma consumer application or Website are hereinafter collectively referred to as Buyers or individually a Buyer. After placing the order, the logged in merchant will receive an order confirmation in the Merchant Application or Website.
3.4 Merchant’s sales obligations
After a Buyer has placed an order for an Item made available by you through the Merchant Application and/or Website, and an order confirmation has been received, you are obliged to provide the Buyer with the ordered Item during the specified pick up time.
Items made available through the Merchant Application and/or Website must be of a standard that a reasonable person would regard as satisfactory. For example, this means that each provided Item shall be fit for all the purposes for which Items of that kind are usually supplied, be safe for consumption and have satisfactory quality, appearance and finish. You are solely responsible for determining the quality and freshness of the Items made through the Merchant Application and/or Website.
You are committed to preparing the food items offered through the service in compliance with the legislation concerning the handling, storing and transportation of food and in accordance with the established principles and practices of the industry. If the merchant detects a technical error or other error in the Karma service, the merchant can report the problem through the Merchant application or Website.
3.5 Payment of the order
The Buyer will pay for ordered Item(s) through the Karma consumer application or Website. Karma may use a payment service provided by a third-party. Karma will automatically charge from the user at the time of the order. The user does not have the right to cancel or change a made order unless stated otherwise by the merchant. The restriction of the right of cancel a made order is based on the nature of food which may spoil or age rapidly.
3.6 Pick up of order, redemption and delivery
Upon arrival, the Buyer shows the merchant an order confirmation in the consumer application to receive the Item(s). The merchant has also the ability to confirm an order in the Merchant Application or the Website by identifying the Buyer by name.
The Buyer should pick up the ordered Item from the merchant premises in a timely manner during the time frame informed by the merchant. If the Buyer does not collect the order during the given time frame, the merchant has the right to do as they see fit with the Item ordered by the Buyer. In such cases the Buyer is not entitled to a refund for the ordered Item, unless stated otherwise by the merchant.
Karma charges a percentage of the order value for each order made through the Karma consumer application. Furthermore, Karma may, at any point and in its discretion, elect to begin charging fees for use of various portions of the Merchant Application, the Website and/or for different levels of subscriptions.
Monthly payouts of the merchant’s sales through the Karma service is made to the account specified by the merchant. During the first week of the month the merchant is sent a sales report specifying the sales from the previous month, if any such sale has been made.
If the merchant by any chance has to cancel an order made by a Buyer for reasons such as, but not limited to, unavailability and/or quantity errors, the merchant can refund the Buyer through the Merchant Application or by contacting Karma. Such refunds will be handled by Karma as soon as possibility during regular business hours.
3.10 Reclamations and service disruptions
The Karma service is a mediator of merchants’ food items. Karma is not the provider or the producer of the Items listed in the service and will not, to the extent permissible by mandatory law, be liable for the quality of ordered Items, damage caused by provided Items or errors that may occur during the pickup of an order. The merchant, is solely responsible for all the user reclamations concerning Items made available through the Merchant Application and/or the Website. Karma will direct all the reclamations of Item(s) to the merchant.
3.11 Customer support
Karma offers support via the support center that you reach through the chat found in the Merchant Application and on the Website. Please refer to the Website for up to date information on the support center’s opening hours.
4. Conditions of Use
4.1 Certain responsibilities
It is your responsibility to make sure that all information provided by you to Karma is current, accurate, and complete, and that you will maintain the accuracy and completeness of this information going forward.
It is also your responsibility to maintain all passwords and access codes to the Merchant Application and/or the Website, and refrain from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Merchant Application or the Website.
4.2 Certain Restrictions
Karma does its best to keep the Merchant Application and the Website safe and secure but need your help to do it by not violating or attempting to violate the security of the Merchant Application or the Website.
Except as expressly permitted under other parts of this Agreement, you may not modify, reproduce, duplicate, copy, publish or create derivative works of:
- any portion of the Website or the Merchant Application, any content, photographs, descriptions, software, image or other information or any data taken therefrom (collectively, “Content”). For the sake of clarity, this does not apply to content belonging to the Merchant such as for example photos of items from the Merchant in the Merchant Application or Website.
- any information or materials retrieved from either of them, which includes graphics and logos, presentations, in whole or in part.
Furthermore, you may not use the Website or Merchant Application 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 Karma;
- pretends to be someone other than you are or pretends to represent a company or organization that you are not affiliated with or authorized to represent;
- could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
4.3 Karma rights
Karma shall be entitled to post feedback at the Website, within the Merchant Application and the Karma consumer application (and/or allow others to do so), both positive and negative, regarding any merchant. In case of negative feedback the Merchant shall have the right to be informed before such feedback is posted.
Karma has the right to at any time suspend or terminate a merchant’s Account and access to the Merchant Application or non-public portions of the Website if the merchant violates this Agreement or uses the Merchant Application and/or Website in a way that is harmful to Karma or any third party.
5.1 Third party content
The Merchant Application, the Website and the consumer app contain and/or provide access to content provided by merchants and other third parties, including, food item information, pricing, discount information, menus, photographs, graphics and merchant information (“Third Party Content”).
5.2 Information accuracy
The third party that any Third Party Content originates from is solely responsible for it, and Karma does not and cannot review all Third Party Content made available through any part of the Merchant Application or the Website. As such, Karma cannot guarantee the correctness of any Third Party Content or fitness for use of any offers posted on via the Merchant Application and the Website.
In no event shall Karma be liable for any damages arising out of your use of the Merchant Application and/or the Website, or for any loss or damage of any kind incurred as a result of the Third Party Content or offers.
Karma cannot guarantee that the Merchant Application and the Website, including the Content, will be uninterrupted or error free. Karma cannot be held responsible for if the Merchant Application and/or the Website is down or if any Content, information or functionality does not work as expected.
5.3 Intellectual property
For purposes of clarity between you and Karma, you are the sole owner of all information and content entered into the Merchant Application or the Website or otherwise posted by you. Karma is the sole owner of the Website, the Merchant Application, and all source code, software, content and other intellectual property related to it or included in it.
All suggestions and recommendations from you to Karma regarding the Merchant Application or the Website are, upon submission to Karma, owned by Karma.
In exchange for your use of the Website and/or the Merchant Application, you hereby grant Karma the right to use the content you post to the Website, submit to Karma or post through the Merchant Application for marketing purposes.
Karma shall be entitled to display advertising and/or any other content at locations of its choosing within the Website and/or Karma consumer application, including without limitation adjacent to your content.
Each party agree to treat all information of the other party as confidential, not to use such confidential information for any purpose other than to use the Merchant Application or the Website and not to disclose such confidential information to any third party except as may be reasonably required according to this Agreement and subject to confidentiality obligations.
During the Term (defined below) and two (2) years thereafter, merchants shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the one-year period prior to the applicable date, an employee of Karma to terminate employment with Karma or to become employed by or enter into contractual relations with any other individual or entity.
5.6 Copyright infringement
Karma respects the intellectual property of others, and asks you to do the same. You may not use the Website, Merchant Application, the Content or any other materials from the Website or Merchant Application in any manner that may infringe upon any copyright or other intellectual property right of Karma or any third party.
6. Term and Termination of Account
This Agreement shall continue in full force until either:
(i) You terminate your Account, or
(ii) Karma terminates your access to the Merchant Application or non-public portions of the Website, with or without notice (the “Term”).
When this Agreement is terminated, you no longer have access to the Merchant Application or any other non-public portions of the Website.
6.2 Termination of account
For purpose of clarity, you are entitled to terminate your Karma account at any time. Choose “Delete account” or any corresponding function in the Merchant Application and/or the Website, or contact Karma. Karma will then delete or anonymise any personal information that can be attributed to you, except for certain information that Karma by law may have to save and archive.
7.1 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 its reasonable control.
7.2 Changes or updates of the agreement
Karma may change our 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 within the Merchant Application.
When we make major changes to the Agreement, we will provide you with prior notice as appropriate under the circumstances, e.g., by displaying a notice within the Merchant Application, the Website or by sending an email. If you do not agree to the changed Agreement, you have the right to terminate your Account before the changed Agreement come into force.
7.3 Termination of service
Karma reserves the right to modify, suspend, or discontinue the Merchant Application and the Website without any notice at any time and without any liability to you.
Unless otherwise specifically provided herein, each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder.
All disputes arising hereunder or in connection with this Agreement, the Website and/or the Merchant Application shall be resolved by the laws of Sweden and the District Court of Stockholm (sw. Stockholms tingsrätt), Sweden. You hereby consent to exclusive jurisdiction of the District Court of Stockholm and agree not to raise any defense of forum non conveniens or any similar defense.
Karma has the right to transfer its rights and obligations under this Agreement. Furthermore, Karma has the right to hire subcontractors for the fulfillment of its obligations. In such cases is Karma fully responsible for the work performed by the subcontractors.
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.