Johku Ecosystem Agreement
Last edit to Johku Ecosystem Agreement 5.12.2023.
The parties to this Agreement are
Aptual Commerce Oy (hereafter "Service Provider")
ID: FI27353842
and any natural or legal person using the Johku Platform with the consent of the Service Provider or entity training, consulting or instructing the Johku Platform with the consent of the Service Provider, hereinafter referred to as "Customer".
The customer can be an entrepreneur, company or other organization that is located in the EU and has a valid business ID.
The Service Provider may also accept as a Consumer Customer a natural person who is permanently resident in Finland and has a personal identity number issued by the Finnish authorities.
In particular, it is stated that under no circumstances are the Buyers of products sold by the Customer through the Service or the Payment Intermediaries' services or other services provided by third parties used by the Customer through the Service parties to the Agreement.
Service
In this Agreement, the Service means the Johku service provided by Service Provider, which includes the Johku Platform and the Johku Ecosystem expert community.
Customer user IDs
Customer user IDs means the one or more user IDs and passwords given to the Customer and used to log in to the Service.
Service User Interface
Service User Interface means the website published by the Service Provider on the Internet as part of the Service, through which the Customer can use the Service.
End user
End User means a natural or legal person who uses the Service on behalf of the Customer, to whom the Customer has provided the Customer's User IDs and who uses the Service on behalf of the Customer.
Consumer customer
A consumer customer is a natural person who uses the Service for a purpose other than for his or her business.
Business customer
Business Customer means a natural or legal person who uses the Service primarily for the purpose of carrying on a business.
Affiliate
Affiliate means a natural or legal person who trains, consults and guides the use of the Service and also otherwise promotes the use of the Service with the consent of the Service Provider.
Customer's Material
Customer's Material means all information and material uploaded to the Service by the Customer.
Buyer
Buyer means any natural or legal person who is the other party to a legal transaction entered into by the Customer using the Service. In a typical use of the Service, the Customer transfers to a person the right of ownership or use of the goods or services.
Payment processor
Payment Processor means a natural or legal person who provides the Customer with a payment processing service between the Customer and the Buyer.
Suspending the service
Service Suspension means an action whereby the Service Provider temporarily blocks access to the Service under the Customer's User IDs. In the event of a Service Suspension, the Customer's Material will not be removed from the Service.
Closing the service
Closing the Service means the action by which the Service Provider permanently blocks access to the Service and removes the Customer Material from the Service.
Transaction fee
Transaction Fee means the commission charged by the Service Provider from the Customer for legal transactions through the Service. The commission shall be determined in accordance with the current price list.
This Agreement applies to the relationship between Aptual Commerce Oy and its customers using the Service, unless otherwise agreed in writing.
The Agreement is not intended to limit any rights granted to the Customer or the Service Provider under the Personal Data Act, the Consumer Protection Act or other mandatory legislation. In the event of any conflict between these Terms and Conditions and the rights of the Consumer Customer under mandatory law, these Terms and Conditions shall be interpreted in accordance with the interests of the Consumer and the mandatory law.
For the sake of clarity, it should be stated in particular that
The contract with the Customer shall enter into force when the Customer has registered through the Service User Interface or by signing the contract.
The Consumer Customer agrees that the delivery of the Service will begin immediately after the Customer's registration and that, as a result, the Consumer Customer has no right of withdrawal from the contract under Chapter 6, Section 15 of the Consumer Protection Act in the case of remote sales.
Under no circumstances will the Service Provider be a party to any legal transaction between the Customer and the Buyer, or the Customer and the Payment Processor, or the Customer and another Customer, or the Customer and the External Sales Channel.
Under no circumstances shall the Service Provider be liable for any direct or indirect damage caused to the Customer, the Buyer or the Payment Processor by the Customer, the Buyer or the Payment Processor.
The Customer is responsible for entering into the necessary agreements with the Payment Processors. The Customer is obliged to test the functioning of the Payment Processors' services by means of test purchases before the launch of the online store.
The Customer has the possibility to share their own Johku store or their own products with other Customers.
By using Johku's sharing features, the Customer agrees to define the terms and conditions of the agreement governing its activities.
The customer has the possibility to place their products for sale from the Johku interface to sales channels outside Johku.
When placing products in sales channels outside of Johku, the Customer must take into account possible delays in data transfer and synchronisation and make precautions. Under no circumstances shall the Service Provider be liable for any inconvenience, cost or legal action that the Customer may suffer as a result of such delay.
At the time of registration, the Customer must provide the Service Provider with sufficient information as required by the Service Provider and verify the accuracy of the information. If the information provided by the Customer is not sufficient or if the Service Provider has reason to doubt its accuracy, the Service Provider has the right to suspend the Service and to notify the Customer of the suspension and the necessary measures to open the service to the e-mail address provided by the Customer. The Service will be closed if no response is received from the Customer within 14 days of notification.
The Customer is responsible for ensuring that End Users are aware of and consent to the disclosure of information concerning them. If the Customer fails to provide their data, to verify the accuracy of the data or to notify the Service Provider of any changes, the Service Provider shall not be liable for any resulting damage.
User IDs are provided to the Customer for the agreed use only and remain the property of the Service Provider. Passwords provided by the Customer will not be stored in plain text and will only be known to the Customer. The Customer shall store the User IDs with care. The Service Provider shall not be liable for any damages arising from any failure to comply with these obligations.
All copyright and other intellectual property rights in the Service or otherwise arising in connection with the performance of the Agreement or the operation of the Service Provider belong exclusively to the Service Provider. The Service Provider does not transfer any intellectual property rights to the Customer by this Agreement.
No copyright or other intellectual property rights in the Customer Material shall accrue to the Service Provider.
The Service Provider shall not be liable for any infringement by the Customer of the intellectual property rights of any third party.
The Customer is responsible in all respects for all Customer Material, including, without limitation, that the Customer Material
The Service Provider has no obligation to pre-screen or otherwise monitor the Customer Material. However, the Service Provider may, without prior notice, remove any Customer Material that violates the terms of this Agreement, law, governmental regulations or is not in good faith. If the Customer repeatedly uploads Customer Material that violates this Agreement, the Service Provider has the right to terminate the Agreement with immediate effect.
The Customer is responsible for the use of the Service and compliance with the terms of the Agreement. The Customer shall be responsible for all activities that occur under the Service User IDs while using the Service.
The Service can be integrated with the Customer's other information systems. The Customer uses the Service and integrates the Service into its own information systems at its own risk. The Customer shall bear the costs of such integration.
The Customer is obliged to familiarise himself with the operation of the Service and to
It is the Customer's responsibility to ensure that the Customer has access to the network connections, hardware, browser software and other internet services necessary to use the Service, of which the Service may be a part.
The Customer shall be responsible for entering into agreements with the Payment Processors of his choice, for communicating with the Payment Processors and for any charges applied by the Payment Processors.
The Customer shall also be responsible for entering into agreements with other Customers using the Service, for communication with them and for any costs arising from any agreement between Customers.
The Customer is responsible for the protection and security levels of its own computer, information system, local area network or other similar information technology device or system and for all security mechanisms and information security. The Customer shall be responsible for the consequences of inadequate protection as well as for any malfunctions and other similar matters caused to the Service Provider or to third parties by the Customer's use of the Service.
The Customer is obliged to follow the information and instructions provided by the Service Provider about the Service in the Service User Interface and by e-mail, and to act accordingly, if necessary. The primary channel of communication is the Johku Ecosystem.
The Customer is responsible for any legal action between the Customer, the Buyers and the Payment Processors. Under no circumstances shall the Service Provider be a party to these legal transactions.
The Customer is obliged to comply with the legislation and regulations in force. In particular, the Customer guarantees to ensure that,
The Customer shall be liable for all official fees arising from legal transactions between the Buyer, the Customers and the Payment Processors.
The Service Provider has no obligation to pre-screen or otherwise monitor the Customer's activities. However, the Service Provider may, without prior notice, suspend the Service if the Customer fails to comply with applicable laws or regulations. If the Customer repeatedly violates legislation or official regulations, the Service Provider has the right to terminate the contract with immediate effect.
Under no circumstances will the Service Provider be a party to any legal transaction between an Affiliate or Business Customer.
Under no circumstances shall the Service Provider be liable for any direct or indirect loss or damage caused to another Customer as a result of the training, consultancy and guidance provided by the Affiliate in relation to the Service.
It is the responsibility of the Affiliate to acquire sufficient knowledge of the Service to provide high quality training, consultancy and guidance and to maintain this knowledge by participating in communications about the Service. The Partner Customer is responsible for concluding the necessary contracts to the extent required for its activities.
If a Affiliate of the Service demonstrates to the Service Provider its knowledge of the Service and the Service Provider determines that this is sufficient to provide quality training, consultation and guidance, the Service Provider may authorize in writing the use of the name of the Service or a derivative thereof in the Affiliate's communications. However, written permission to use the Service name or any derivative thereof shall not transfer any intellectual property rights to the Affiliate.
The Service Provider shall have no obligation of prior inspection or other control over the activities of the Affiliate. However, the Service Provider may, without prior notice, suspend the provision of the Service and prohibit the use of the Service Name if the Affiliate fails to comply with applicable laws or governmental regulations or if the Customer notifies the Service Provider of any conduct by the Affiliate in violation of the Affiliate Terms. If the Affiliate repeatedly violates the Terms, legislation or governmental regulations, the Service Provider has the right to terminate the Agreement with immediate effect.
The Affiliate shall be liable for all regulatory fees arising from any legal action against its own activities.
The Business Customer must complain in writing within eight days of the date on which he/she has discovered or should have discovered the error or, in the event of delay, of the date on which the contract for the Service has entered into force.
The Consumer Customer must complain in writing within a reasonable time after he or she has discovered or should have discovered the error or, in case of delay, after the contract for the Service has entered into force.
The Service Provider is responsible, to the best of its ability, for the operation and availability of the Service. Error reports will be received during normal working hours, either by email or through online support. Service errors will be corrected in the manner deemed best for the operation of the Service Provider.
The Service Provider's liability is limited to direct damage only and up to an amount equal to the average amount of Transaction Fees accrued by the Customer during one calendar month. The amount of Transaction Fees for an average month is the sum of the Transaction Fees for the 12 calendar months preceding the error divided by 12. If the Service has been used for less than 12 months, the average shall be calculated on the basis of the months of use of the Service.
The Service Provider is not liable for consequential damages such as loss of profit, damages caused by a third party, damages for which the Customer is responsible and damages caused by force majeure.
Under no circumstances shall the Service Provider be liable for problems or errors in third party technical equipment or services, or for interruptions in service that are beyond the Service Provider's control.
Service Provider will provide the Service in the manner and with the scope as stated in the then-current product description at johku.com/.fi.
The Service Provider may use assistants, subcontractors or other contractual partners in its delivery.
The Service Provider does not guarantee the suitability of the Service for any particular purpose or its compatibility with the Customer's information systems.
The Service Provider has the right to make technical and other changes to the Service, provided that the content of the contract or the Service description as a whole does not significantly change.
The Service Provider will endeavour to notify the Customer of any changes affecting the Service within a reasonable time in advance, where possible. The Service Provider will endeavour to minimise any inconvenience to the Customer caused by the changes, but the Service Provider shall not be liable for any inconvenience caused by the changes.
The Service Provider reserves the right to change the Service due to a change in legislation or a decision by a public authority or for any other specific reason in the event of a significant change in circumstances. If such changes require changes to the Customer's information systems or operations, the Customer shall be responsible for such changes at its own expense.
The Service Provider shall have the right to cease providing the Service or any feature thereof for any reasonable cause. The Service Provider shall then have the right to terminate the Agreement by giving reasonable notice to the Customer.
The Service Provider has the right to suspend or close the Service in whole or in part for the following reasons:
In addition, the Service Provider may close the Service completely if more than 90 days have elapsed since the Customer last logged into the Service Interface and no legal transaction, such as the sale of a product, has taken place through the Service during that period.
The Service Provider has the right to charge the Customer the applicable activation fee for opening the Service.
The Service Provider provides technical support to the Customer for the use of the Service free of charge at support.johku.com and ecosystem.johku.com. The Service Provider shall be entitled to charge for its support services in accordance with its current price list. Services subject to charges will always be notified in advance.
The Service Provider will charge the agreed fees for the Service or the fees set out in the Service Provider's current price lists. The Service Provider has the right to change the fees charged for the Service, provided that the content of this Agreement does not significantly change as a result.
However, the Service Provider has the right to change the fees for the Service due to a change in legislation, a decision by a public authority, a change in taxes or government fees, or other special reason in the event of a significant change in circumstances.
Transaction fees are invoiced in retrospective and the amount of the fees is calculated on the basis of the Customer's transactions through the Service. The Customer can check the transaction fee accrual in real time from the internal dashboard of the Service.
Within the Service, fixed price services are available for purchase by the Customer. Fixed-price services can be invoiced either upfront or retrospectively, depending on the service. Paid services will always be indicated separately.
The billing period is one month. If the payment accumulation is less than EUR 50, the balance will be carried over to the following months at the moment when the accumulation exceeds EUR 50. If six calendar months have elapsed since the last balance was invoiced, any amount exceeding EUR 5 will be invoiced. The due dates will be set by the Service Provider and the invoice will be sent to the billing address provided by the customer. The Customer shall be liable for the claims of the Service Provider irrespective of the address to which the invoice is sent.
In the event of late payment, the Customer is liable to pay the Service Provider interest on overdue payments in accordance with the Interest Act and all costs incurred for collection. Comments on the invoice must be made by the due date. In the event of a dispute over the invoice, the undisputed part must be paid by the due date.
Service Provider has the right to process personal data related to the use of the Service as set out in Johku's Privacy Policy (https://johku.fi/en/privacy).
The Customer may not transfer any part of its rights or obligations under the Agreement to a third party without the prior written consent of the Service Provider.
The Service Provider shall be entitled to transfer its rights and obligations under the Contract to a third party.
The contract is valid until further notice. The Service Provider reserves the right to amend the Agreement if necessary.
The Customer has the right to terminate the Agreement and discontinue use of the Service at any time by notifying the Service Provider through the Service User Interface or by notifying the Service Provider in writing of termination. Upon termination, the Contract shall expire one month after the end of the month of termination. The Customer shall be liable to pay all charges under the Agreement until the end of the termination month.
In the event of termination by the Service Provider, the Contract shall expire one month after the end of the month of termination.
The parties have the right to dissolve the contract with immediate effect if the other party is in material breach of the terms of the contract. The Service Provider also has the right to dissolve the Agreement with immediate effect if the Customer is declared bankrupt, liquidated or declared insolvent in an execution.
The Service Provider will remove all Customer Materials and Service Transactions from the Service at the time of termination, regardless of the reason for termination.
If there is an obstacle to the fulfillment of the contract which is beyond the control of the Service Provider, or if the fulfillment of the contract would require unreasonable sacrifices on the part of the Service Provider compared to the benefit to the Service Provider, the Service Provider has the right to suspend the delivery of the Service in certain parts or completely, to close the Service or to stop providing the Service completely. The Service Provider will endeavour to notify the Customer of such changes within a reasonable time in advance, where possible.
The Service Provider shall also not be obliged to perform the Agreement if its fulfillment is prevented or unreasonably impeded due to any other force majeure. Force majeure means an exceptional and unforeseen circumstance beyond the control of the Service Provider.
The Parties undertake to keep confidential all materials and information received from each other.
In case of ambiguity in the interpretation of this Agreement, the following order of precedence shall apply:
No other documents may be used for the interpretation of this Agreement.
Finnish law applies to the relations between the contracting parties. Any disagreement between the parties shall be settled primarily by negotiation. If no agreement can be reached, the Kymenlaakso District Court will act as a forum of first instance. However, a consumer-client may also bring an action before the lower court of the locality in whose jurisdiction he or she is domiciled.
