Terms of Service

Capitalized terms used in this Agreement shall have the meaning as described in this section.

“Agreement”:

the present Terms of Service for a Merchant.

“Effective Date”:

the date and time on which the Merchant registers in the Service.

“End User”:

a person using the Service and ordering a Product offered by a Merchant through the Service. The End User may also be a person who may pick up an Order on behalf of the original End User.

“Merchant”:

is a company or any other legal entity using the Service. By explicitly accepting the Terms of Service, or through the act of utilizing the Service, the Merchant is deemed to have agreed to the Terms of Service.

“Order”:

the acceptance of a Merchant's Product by the End User, wherein the End User has purchased and consequently paid for one or multiple Products.

“Pickup Location”:

a physical place where the Order is collected by the End User as specified by the Merchant.

“Pickup Timeframe”:

the specific days and times designated by the Merchants during which an Order can be collected.

“Product”:

refers to any item offered by a Merchant on the Service, in accordance with the terms outlined in this Agreement.

“Service”:

the online service/platform, which is developed and marketed by the Service Provider.

“Service Provider”:

as defined in section 2.

In order to use the Service, the Merchant must do as follows:

1. Correctly create a merchant account in the Service by following the registration instructions provided in the Service.
2. Accept and agree to be bound by the terms of this Agreement.
3. Agree to operate within Finland and comply with all applicable laws, statutes, and permits within the country.

The Service is intended to function as follows:

• The Merchant can post Products for sale on the Service.
• The End User can view Products that are for sale on the Service.
• End Users buy and pay through the Service for Products offered by a Merchant.
• The Service Provider notifies the Merchant of Orders bought by End Users through the Service.
• An Order established through the Service is a contract between the End User and Merchant.
• The Service Provider transfers the sales revenue acquired from transactions through the Service to the Merchant, following the instructions detailed in section 9.

The Service Provider is not the seller, manufacturer or offeror of the Products offered on the Service. The Service Provider is not obligated to inspect the Products offered by the Merchants and the Merchant is responsible themself that the Products offered on the Service comply with relevant legal regulations.

Without prejudice to other parts outlined in this Agreement, the Service Provider and the Merchant shall have the following rights and obligations under this Agreement.

Merchant:

• Ensures that their business is classified as a micro or small business, as according to the European Union's definition.
• Ensures that a Product sold through the Service is manufactured in Finland, and that the minimum domestic content of the break-even cost is 50 percent.
• Chooses which of their own Products to offer for sale through the Service.
• Ensures that the offered Products are of good quality, and that the offered Products information is sufficient, accurate and non-misleading.
• Complies with the legal requirements and regulations concerning the storage and preservation of a Product.
• Provides the End User with their Products according to the Order at the Pickup Location within the Pickup Timeframe, as specified in the Service.
• Ensures that the Pickup Location specified in the Service is accessible for the End User.
• Is responsible that its employees and other representatives representing the Merchant comply with the terms of this agreement.

Service Provider:

• Strives to provide advance notice of scheduled Service outages.
• Strives to promptly address and resolve any issues encountered within the Service.
• Keeps a record of Products ordered through the Service for a limited time necessary by the Service Provider.
• Pays the Merchant the sales revenue generated from the Products sold by the Merchant through the Service, as according to section 9.
• Does not guarantee the Merchant any specific sales volume through the Service.
• Shall not be held liable to the Merchant for any indirect or consequential damages or losses, including but not limited to loss of profit, revenue, data, files, records, goodwill, or opportunities.
• Reserves the right to make changes to the Service in order to continuously improve the Service.

Both the Service Provider and the Merchant are dedicated to providing high-quality service to End Users and ensuring their satisfaction.

By agreeing to this agreement, the Merchant authorizes the Service Provider to conclude contracts of sale and purchase of products on behalf of the Merchant with the End Users. The Service Provider is also authorized to handle settlements and repayments to the End User on behalf of the Merchant as outlined in section 7.

• The Merchant is responsible for all reclamations made by the End User which are related to a Product or Order.
• The Merchant is responsible for the Products offered through the Service. Once an End User makes an order, a binding contract is established between the Merchant and End User.
• If a Product or Products that the End User receives does not match the Order, then the Merchant is liable for any resulting claims, damages, costs, or losses.
• The Service Provider has the rights to cancel an Order or return the payment to the End User on behalf of the Merchant if there are suspected violations or false orders.
• The total liability of the Service Provider towards the Merchant is limited to the total sales revenues paid to the Merchant during the most recent payment period.

Confidential Information includes all information disclosed by the Service Provider to the Merchant that is designated as confidential or that reasonably should be understood to be confidential.

The Merchant agrees to hold all Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law. The Merchant shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement.

The Merchant shall cease using Confidential Information upon termination of this Agreement and return all material and copies to the Service Provider, unless retention is required by law.

During the term of this Agreement, the Service Provider reserves the right to independently change the fees and commissions as it sees fit. The Service Provider will inform the Merchant of any such amendments via email or within the Service platform at least two (2) weeks before the amended fees come into effect.

The name and email of the End User are made available to the Merchant in the Service when an End User places an Order. The Merchant may not collect, copy, reproduce, transfer, or process any personal data visible in the Service without written consent by the Service Provider.

The Merchant is permitted to use the personal data of End Users only for the purpose of fulfilling orders and delivering the purchased product(s) to the End User. It is expressly prohibited for the Merchant to utilize End Users' personal data to directly sell products outside the scope of the Service.

Any unauthorized use or disclosure of End Users' personal data may result in termination of this Agreement.

The Service Provider retains sole ownership of all Intellectual Property Rights associated with the Service, including but not limited to copyrights, patents, trademarks, and trade secrets.

The Merchant is granted a non-exclusive, non-transferable right to use the Service solely for the duration of this Agreement and in accordance with its terms. This does not confer any ownership or transfer of Intellectual Property Rights to the Merchant.

The Merchant agrees not to modify, reverse-engineer, or attempt to access the source code of the Service.

This Agreement enters into force on the Effective Date and shall remain in force until further notice. Both the Merchant and the Service Provider have the right to terminate this Agreement. The Merchant may terminate by deleting their account or by emailing [email protected].

The Service Provider may terminate this Agreement with a notice period of 2 weeks. The Service Provider also has the right to suspend the Merchant from the Service if the Merchant has materially breached its obligations, has not paid all applicable fees, or there is reasonable doubt about the authenticity of the Merchant's account.

During the term of this Agreement, the Service Provider has the right to change the terms of this Agreement. The Service Provider will notify the Merchant of any changes via email or through the Service 30 days before the changes take effect. By continuing to use the Service, the Merchant agrees to the changes.

"Force Majeure" refers to unforeseeable circumstances beyond the control of the Merchant or the Service Provider that prevent one or both from fulfilling their obligations under this Agreement. Examples include natural disasters, acts of war, government actions, pandemics, strikes, and power outages. A party shall notify the other party in writing without delay of a Force Majeure Event.

The Service Provider may send notifications regarding this Agreement by email to the Merchant's registered email address or any other email address provided by the Merchant. Notifications sent via email or through the Service are considered duly delivered.

This Agreement is the complete and final agreement between the parties about the topics it covers. It replaces all previous agreements, understandings, and promises, whether written or spoken. Any changes to this Agreement must be made in writing and signed by both parties to be valid.

This Agreement shall be governed and interpreted under the laws of Finland.

If the terms of this Agreement are subject to disagreement, the Merchant and Service Provider aim to settle such disputes primarily through negotiation. If a dispute cannot be resolved through negotiation, it will be settled exclusively in the public courts of Finland, with the Turku district court being the court of first instance.