April 26, 2022
April 26, 2022
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”). Basically, Merchants provide the food, and we provide a platform where Merchants can sell the food. Merchants may sell both surplus food at a discounted prices and regular food items through the Services.
Customers can purchase and order food through the Karma consumer application or the Website (hereinafter “Karma for Customers”).
3 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.
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, 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.
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.
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.
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, 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.
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.
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.
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.
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.
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.
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.
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.
In order to provide secure payments and Payouts, we use the well-renowned third-party payment service provider Stripe (“Stripe”) and Adyen (“Adyen”). As independent service providers, Stripe’s terms and conditions and 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 up a Payout account with either Stripe, Adyen, or both through your Merchant account in order to receive your Payouts. Setting up a Payout account requires you to complete a Know Your Customer ("KYC") with the payment service provider(s) before a set deadline. Should this deadline not be met, the Merchant will bear the costs associated with not completing the KYC which can include, but won't be limited to, refunding all Customer orders made through Karma.
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 Stripe 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:
You shall not, and do not attempt or permit any third party to:
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.
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.
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.
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.
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.
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 to this Agreement.
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”).
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.
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.
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.
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.
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.
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).
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.
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.
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 firstname.lastname@example.org. 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.
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.
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.
Karma reserves the right to modify, suspend, or discontinue the App, the Website and our Services at any time.
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.
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.
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.
If you have any questions or experience service disruptions, please reach out to us at email@example.com. You can reach us through the contact form or chat found in the Service.
These user terms and conditions (these “Terms”) form a binding agreement between you and Karmalicious AB (“we” or “us”) that applies to your use of and access to the Karma mobile application (the “App”), the website www.karma.life (the ”Website”) and the food ordering services provided therein (the “Services”). Please read these Terms carefully, as you agree to be bound by each of its terms by accessing or using the App, the Website and/or the Services (together hereinafter referred to as “Karma”).
If you don’t want to be bound by these Terms, please do not sign up for or use Karma.
Karma is a sales platform through which you can purchase take away food items from restaurants, cafés and bakeries (to name a few) and order food at restaurants (each food supplier is hereinafter called a “Merchant”). Basically, the Merchant provides the food and we provide a platform where you can purchase the food. You can both save surplus food at a discounted price and purchase regular food items through Karma.
To use Karma, you need to create a user account (“Karma Account”). To create a Karma Account, you must be at least thirteen years old and have the authority to accept these Terms, either on your own behalf or by having a parent or legal guardian agreeing on your behalf.
Your Karma Account gives you easy access to see food offerings available near your location. You can also view your current order, your previous orders, and edit your personal information and preferences.
When you enter Karma, you can find all offers and Merchants in the discovery view displayed on a map. All Merchants and their offers are also listed according to their location and the distance to your location, with the Merchant closest to you being first. Your location is only used if you have permitted location sharing in Karma. You can also filter offers and Merchants based on, for example type of food (e.g. meal, bread or drinks) and allergens (e.g. gluten- or lactose free). When you filter on one or more of these criteria only offers matching the criteria will be displayed. When entering into a merchant view, items for sale are listed based on (i) if the item has a picture and (ii) the sales value of the item.
All orders are placed through the App or the Website. The price of your order will be displayed in the check-out in the App or on the Website, depending on where you placed your order.
Take-out food: Upon successful payment you will receive an order confirmation and your order is completed. Please note, that as all take-away food items are sold on a first come first serve basis, we cannot guarantee that you will get the food offer you have started, but not completed ordering.
Table orders: Food orders can be placed both as a single purchase and on an open tab. When ordering on an open tab, both you and the Merchant may add items to your order. All open tabs shall be fully paid before leaving the restaurant. Upon successful payment you will receive a receipt of your order to your email address. We reserve the right to invoice you for any unpaid orders on open tab. Such invoices will include an invoicing fee and are subject to late payment interest in accordance with applicable law.
Please note that due to the nature of the sold items (food!) and the fact that food may get spoiled or age rapidly, you do not have a right to change or cancel the order once you have received the order confirmation, unless so authorized by the Merchant.
In order to provide secure payments, we use the well-renowned third-party payment service providers Stripe, Adyen and Klarna in our check-out. As independent service providers, Stripe’s terms and conditions, Adyen's terms and conditions and Klarna's terms and conditions apply to the payment.
When ordering food for pick-up you shall always pick up your order from the Merchant’s premises during the time frame set out in Karma. The Merchant decides the time frame for pick-up. Upon arrival, you show the Merchant your order confirmation in Karma or identify yourself by name to receive your order.
If you do not collect your order during the given time frame, the Merchant has the right to do as they see fit with the ordered food item. Unless stated otherwise by the Merchant, you are not entitled to receive a refund for orders that have not been collected on time.
In certain cases, home delivery can be offered for your order. If delivery is included in an order, the order will be delivered to the address specified by you in Karma when placing the order. All deliveries are handled either by us or by trusted third parties.
Delivery and delivery time may vary depending on what you order and from where. Please refer to specific delivery information provided in Karma when placing the order. You undertake to be available at the delivery address and reachable at the phone number specified by you while completing the order from the time of the order until delivery has been made.
If you’re not available at the delivery address within 5 minutes from delivery, your order will be left outside your door, given that no gate or other door is prohibiting this. In case your order can't be left outside your door and you don’t reply to us after 2 attempts to contact you, we have the right to cancel your order. In such case, you are not entitled to receive a refund for your order.
If you are ordering alcoholic beverages, note that all laws regarding the serving of alcoholic beverages apply to your order. This means, for instance, that the Merchant has the right to refuse serving you alcoholic beverages if you are not in a condition to be served or are underaged.
We like to reward our loyal users, and we do so through the Karma Loyalty Program. With the Loyalty Program you can receive personal offers and rewards for using Karma (collectively “Loyalty Rewards”). The Karma Loyalty Program is connected to your email address that you provided to us when signing up for Karma. Each purchase you make through Karma using your registered email address is registered to your Karma Loyalty Program. You can read more about the various Loyalty Rewards and how to access them on the Website and in the App. Loyalty Rewards and specific requirements can vary by city and country, which means that you may receive a different Loyalty Reward than another user.
The Loyalty Rewards may not be exchanged to cash, are not transferable and may expire. Loyalty Rewards can only be used by you during the time that they are available to you in Karma. If you have not redeemed a Loyalty Reward during its availability you will not be able to use this Loyalty Reward later.
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 Rewards if we suspect fraud or any violation of these Terms. If we end any Loyalty Program, any unused or unredeemed Loyalty Rewards are forfeited at that time.
Karma is a sales platform through which Merchants can sell food items to consumers. We are not the provider or the producer of the food items sold through Karma. As such, we are not responsible for the information given about each food item, the quality of the food items ordered through Karma or errors that may occur during the pickup of an order or in connection with a restaurant visit.
Merchants are obliged to prepare the food items offered through Karma in compliance with all applicable legislation concerning the handling, storing and transportation of food, and in accordance with the established principles and practices of the industry. The Merchant is responsible for the quality and safety of the food, and for all information provided regarding food items. If you have any questions regarding a food item or wish to make a claim, we ask you to contact the Merchant directly. You are also welcome to contact us through the chat found in Karma, or by emailing us at firstname.lastname@example.org. We will then contact the Merchant on your behalf to help settle the claim.
If you experience any service interruptions or detect an error in the App or on the Website, you can report the problem through the contact form or chat found in Karma.
When using Karma, do:
Do not, and do not attempt or permit any third party to:
We have the right to at any time suspend a user or terminate your Karma Account and access to Karma if you violate these Terms or use the App and/or Website in a way that is harmful to us or any third party. We reserve the right, at any time and at our discretion, to remove any content provided by you that we consider to be inappropriate, unsuitable or untrue.
The App and the Website 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 other information (“Third Party Content”).
The third party that any Third Party Content originates from is solely responsible for it, and we do not and cannot review all Third Party Content made available through any part of the App or the Website. Therefore, we cannot guarantee the correctness of any Third Party Content or fitness for use of any offers posted on via the App and the Website. In no event shall we be liable for any damages arising out of your use of the App and/or the Website, or in no event shall we be liable for any loss or damage of any kind incurred as a result of any Third Party Content or offers.
The services are provided “as is” and “as available”. We do not guarantee that the App and the Website will be uninterrupted or error free.
We, or as the case may be, our licensors, are the sole owners of the Website, the App, the Services and any source code, software, content and other intellectual property related to or included in them. You may not use the Website, the App, or any other materials from the Website or App in any manner that may infringe upon any copyright or other intellectual property right of us or any third party.
If you provide us with suggestions or recommendations regarding the App or the Website, we are entitled to use this feedback as we see fit, without any requirement of compensation to you.
These Terms apply as long as you use Karma. These Terms shall automatically expire when you unregister to Karma or if we end your Karma Account. When these Terms are terminated, you may no longer access or use Karma.
You may unregister from your Karma Account at any time. Choose “Delete account” or any corresponding function in the App and/or the Website, or contact us at email@example.com. We will then delete or anonymize any personal information that can be attributed to you, except for certain information that we are required by law to save and archive.
We 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.
We may change or update these Terms from time to time, and any such change or update will be set in effect when posting the updated Terms on the Website or within the App. When we make major changes to the Terms, we will provide you with prior notice as appropriate under the circumstances, e.g., by displaying a notice within the App, the Website or by sending you an email. If you do not agree to the changed Terms, you have the right to terminate your Karma Account.
We reserve the right to modify, suspend, or discontinue the App, the Website and our services at any time.
All disputes arising hereunder or in connection with these Terms, use of Karma, the Website and/or the App shall be resolved by the laws of Sweden at the District Court of Stockholm (sw. Stockholms tingsrätt), Sweden.
We have the right to transfer, in part or in full, our rights and obligations under these Terms. In case we use subcontractors, we are responsible for the work performed by the subcontractors.
If any part of these Terms are 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.
If you have any questions or experience service disruptions in Karma, please reach out to us. You can contact us at firstname.lastname@example.org or through the chat found in the App.
111 73 Stockholm