Terms of Service Merchant

Last updated 11/01/2025

CAREFULLY READ THROUGH THIS AGREEMENT. BY REGISTERING AT THE LOKALA WEBSITE AND/OR BY COMPLETING THE REGISTRATION PROCESS AS A MERCHANT, YOU AGREE TO FOLLOW THESE TERMS OF SERVICE. IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (I.E THE MERCHANT), YOU AGREE TO BE BOUND BY ALL THESE TERMS OF SERVICE.

The terms of this Agreement apply to any use of the Service by or on behalf of the Merchant. This agreement is valid from 27.6.2024 onwards for new and existing merchants until further notice.

1. Definitions

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 Merchan'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.

2. Identity of the Service Provider

Oy Lokala Ab (Finnish business ID: 3434778-2)
Address: Universitetsgatan 11a A 4, 20100 Turku, Finland
Email: [email protected]
Website: lokala.fi

3. Preconditions for the use of the Service by the Merchant

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

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

4. Service Description

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 (Fees, Commissions and Payment terms).

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.

5. Rights and Obligations

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. This includes meeting the criteria related to the number of employees and annual turnover or balance sheet total as specified in EU regulations.
Ensures that a Product sold through the Service are manufactured in Finland, and that the minimum domestic content of the break-even cost of a Product sold through the Service 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 though the Service, as according to section 9 (Fees, Commissions and Payment terms)
Does not guarantee the Merchant any specific sales volume through the Service.
The Service Provider 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.
The Service Provider 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. The Service Provider and the Merchant also aim to maintain a positive representation of each other in their communications with End Users.

6. Authorizations

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 Service Provider as outlined in section 7 (Reclamations and Liabilities).

7. Reclamations and Liabilities

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 from the Merchant does not match the Order, then the Merchant is liable for any resulting claims, damages, costs, or losses incurred by the End User. This liability also applies if the Merchant changes the Pickup Location or Pickup Timeframe, or if the Order is unavailable for pickup within the specified Pickup Location or Pickup Timeframe, preventing the User from getting the Order.

The Service Provider has the rights to cancel an Order or return the payment to the End User on behalf of the Merchant. This action may be taken if the Service Provider suspects any of the following: if the End User has violated the terms of service, if the End User has placed a false order, or if there are reasonable doubts about the correctness or authenticity of the order submitted by the End User.

The total liability of the Service Provider and its affiliates towards the Merchant, for any legal claims arising from or related to this Agreement, is limited. The maximum amount the Merchant can claim will not exceed the total sales revenues the Service Provider paid to the Merchant during the most recent payment period.

8. Confidentiality

For the purposes of this Agreement, "Confidential Information" shall include all information disclosed by the Service Provider to the Merchant whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, user data, proprietary information, trade secrets, business plans, financial information, and any other information that is not publicly known.

The Merchant agrees to hold all Confidential Information in strict confidence and to not disclose or reveal such information to any third party without the prior written consent of the Service Provider, except as expressly permitted under this Agreement or as required by law. The receiving party 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 or when the Merchant no longer requires the Confidential Information for the purpose of this Agreement. Unless the Service Provider or Merchant separately agree on the destruction of such material, the Merchant shall return the material in question and all copies thereof to the Service Provider. However, the Merchant shall be entitled to retain copies required by law or regulations.

9. Fees, Commissions and Payment terms

The fees, commission, and payment terms are outlined in the Pricing Agreement.

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 to the fees and commissions via email or within the Service platform at least two (2) weeks before the amended fees come into effect.

The Service Provider utilizes Stripe as the payment service for processing transactions. By using the Service, the Merchant agrees to comply with Stripe's terms and conditions, which can be found at Stripe's Terms of Service

10. Personal Data

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. If the Merchant suspects that the security of the personal data included or visible in the Service might be or might have been endangered, the Merchant shall immediately notify the Service Provider thereof.

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 to the End User outside the scope of the Service.

Any unauthorized use or disclosure of End Users' personal data may result in termination of this Agreement. If the Merchant suspects that the security of the personal data included or visible in the Service might be or might have been endangered, the Merchant shall immediately notify the Service Provider thereof. The Merchant does not process the personal data on the Service Provider’s behalf but on its own behalf.

For more details on how personal data is handled, please refer to our Privacy Policy.

11. Intellectual Property Rights

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. This encompasses the Service itself, as well as any accompanying documentation.

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. Furthermore, the Merchant shall refrain from using any information obtained from the Service for purposes other than those expressly permitted under this Agreement, without prior consent from the Service Provider. The Merchant shall access the Service only through the interfaces expressly provided by the Service Provider.

12. Terms and Termination

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 this Agreement by deleting their account through the Service or by sending an email to the Service Provider at [email protected], requesting termination of the Agreement.

The Service Provider may terminate this Agreement with a notice period of 2 weeks. The Service Provider also has the right at its sole discretion to suspend the Merchant from the Service if (i) the Service Provider suspects that the Merchant has materially breached its obligations arising from this Agreement; (ii) the Merchant has not paid all the matured applicable fees in accordance with section 9 (Fees, Commissions, and Payment terms) of this Agreement to the Service Provider; or (iii) there is reasonable doubt about the correctness or authenticity of the Merchant's Service account.

13. Amendments and Availability of the Service

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. If the Merchant does not agree to the changes, they can terminate this Agreement, which will end when the changes take effect. The Merchant understands and agrees that the Service Provider will continue to develop its Service, including adding new features and updating existing ones.

14. Force Majure

"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 of Force Majeure events include natural disasters such as earthquakes, floods, hurricanes, or wildfires; acts of war, terrorism, or civil unrest; government actions, including regulatory changes or imposition of sanctions; pandemics or public health emergencies; strikes, labor disputes, or other industrial actions; and power outages or infrastructure failures beyond reasonable control. A party shall notify the other party in writing without delay of a Force Majeure Event. The party shall correspondingly notify the other party of the termination of a Force Majeure Event.

15. Communications

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.

16. Entire Agreement

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. Any other terms in other documents, do not apply unless they are specifically included in this Agreement.

17. Governing Law and Settlement of Disputes

This Agreement shall be governed and interpreted under the laws of Finland not withstanding any choice of law provisions.

If the terms of this Agreement are subject to disagreement or differing interpretations, the Merchant and Service Provider aim to settle such disputes primarily through negotiation. In the case that a dispute between the Merchant and Service Provider 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.