Marketplace Participation Agreement
The commercial, operational, and compliance terms for clinics that sell products through GLØDI.
Agreement for clinic sellers
This business-to-business agreement applies when a clinic applies for, receives, or uses access to sell products through the GLØDI marketplace. An authorised representative accepts it electronically for the clinic. The Norwegian version controls if the language versions conflict.
Marketplace terms
Contents
1. Parties, acceptance, and agreement order
This agreement is between the clinic identified in the application (the “Clinic”) and Nordic Cognitive Labs AS, organisation number 933 866 327, registered at Platous gate 33, 0190 Oslo, NO (“GLØDI”).
Authority and electronic acceptance
The person who applies or accepts confirms that they may bind the Clinic. The recorded user, clinic, version, date, and time form evidence of acceptance. GLØDI may ask for proof of authority.
Agreement documents
This agreement, the accepted application and fee schedule, any marketplace order rules shown in the service, the privacy notice, and any signed addendum form the agreement. A signed addendum prevails, then the accepted application and fee schedule, then this agreement. These marketplace terms prevail over general partner terms for marketplace sales.
Business agreement
This is an agreement between businesses. It does not reduce rights that customers have under mandatory law.
2. Roles and customer contract
Clinic is the seller
The Clinic is the seller and contracting party for each product sold from its assortment. The Clinic owns the stock, sets the customer price subject to this agreement, recognises the sale in its accounts, charges and reports VAT, fulfils the order, and is responsible for the product and the customer claim. The Clinic's identity must be shown before purchase and in the order record.
GLØDI is the marketplace operator
GLØDI provides discovery, listing, checkout, order, communication, payment-routing, and support tools. GLØDI is not the seller, importer, manufacturer, responsible person, healthcare provider, or distributor of a Clinic product unless an order expressly names GLØDI as seller.
Limited authority
The Clinic authorises GLØDI to instruct and use appropriately authorised payment providers to collect and route customer payments, and authorises GLØDI to issue order communications and process cancellations, refunds, and adjustments on the Clinic's behalf under this agreement. GLØDI does not itself provide a regulated payment service. A customer payment received through the approved checkout discharges the customer's payment obligation to the extent received. This does not create a partnership, employment, franchise, or general agency relationship.
3. Application and continuing eligibility
Marketplace access is separate from access to other GLØDI modules.
Application review
An application is an invitation for GLØDI to assess the Clinic. It does not guarantee approval, visibility, sales, a category, a territory, or continued access. GLØDI may approve, reject, defer, or set reasonable conditions based on compliance, assortment, quality, operational capacity, customer experience, risk, or marketplace needs.
Required information
The Clinic must give complete and current company, ownership, tax, bank, contact, fulfilment, licence, insurance, and product information. GLØDI may use public registers and service providers to verify it and may require renewed verification.
Ongoing requirements
The Clinic must remain a valid business, have the required GLØDI modules and payment setup, maintain all approvals and insurance required for its products, and notify GLØDI without delay of material changes.
4. Product selection, approval, and prohibited products
Self-service selection, separate approval
The Clinic may submit one product, many products, or its eligible assortment through the available bulk tools. Marketplace participation approval does not approve every product. Each offer must pass the current data, compliance, stock, price, and review rules before publication.
GLØDI's catalogue discretion
GLØDI may approve, reject, classify, merge, enrich, correct, unpublish, restrict, or require changes to a listing or category. GLØDI may limit brands, categories, quantities, territories, fulfilment methods, or customer groups. A previous approval does not prevent later review.
Prohibited products
The Clinic must not list illegal, unsafe, counterfeit, stolen, recalled, expired, opened, contaminated, mislabelled, materially damaged, tester, sample, or not-for-resale products; products that infringe third-party rights; medicines; or products restricted to professional use or a prescription, unless GLØDI has expressly enabled a lawful programme for that category in writing. GLØDI may publish a more detailed restricted-products policy.
5. Product safety and regulated categories
The Clinic is responsible for confirming the legal status of every product and its own role in the supply chain before listing it.
General product compliance
Every product must be safe, authentic, traceable, lawfully acquired, stored, transported, marketed, and sold. Required manufacturer, importer, responsible-person, batch, warning, recall, and economic-operator information must be available and accurate. The Clinic must keep evidence for the legally required period and provide it promptly on request.
Cosmetics
For cosmetics, the Clinic must verify that the product has a responsible person in the EEA, required CPNP notification, product information file and safety assessment, compliant claims, traceability, and mandatory Norwegian labelling where required. A Clinic that imports or relabels a product must also meet the extra duties attached to that role.
Medical devices and other regulated goods
A medical device must have the correct CE marking, declaration of conformity, registration and economic-operator details, and Norwegian label and instructions where required. Advertising must match its documented intended purpose. Food supplements, biocides, medicines, and other specially regulated goods may be listed only when GLØDI has enabled the category and the Clinic documents full compliance.
6. Listings, content, and intellectual property
Accurate content
The Clinic must keep titles, descriptions, ingredients, intended use, warnings, images, quantity, condition, price, VAT, stock, delivery terms, and seller details complete and current. Health, environmental, efficacy, comparison, and price claims must be documented and lawful. Automated or GLØDI-suggested content must be reviewed by the Clinic before use.
Content licence
The Clinic grants GLØDI a non-exclusive, worldwide, royalty-free, transferable and sublicensable licence to host, reproduce, adapt for format or translation, distribute, display, and promote submitted names, trade marks, images, product data, and other content for operating and marketing the marketplace. The licence lasts during participation and for a reasonable wind-down, support, evidence, and archive period. The Clinic confirms that it has the needed rights.
Catalogue and customer content
GLØDI owns its platform, layout, taxonomy, compiled catalogue data, and generated platform material. Customer ratings, reviews, and questions may be displayed, ranked, translated, or moderated under GLØDI's policies and applicable law. Participation gives the Clinic no ownership of customer accounts or marketplace goodwill.
7. Prices, promotions, VAT, and errors
Customer prices
The Clinic sets a total customer price in Norwegian kroner, including VAT and mandatory charges other than separately disclosed delivery charges. Prices, reference prices, discounts, and campaigns must be genuine and comply with pricing and marketing rules. The Clinic is responsible for its tax treatment and reporting.
Promotions
The Clinic may join optional seller-funded promotions through the tools or a written agreement. GLØDI may fund promotions without reducing the Clinic's agreed settlement. GLØDI may set campaign, voucher, minimum-price, and display rules where they are disclosed before participation. This agreement contains no exclusivity or price-parity obligation.
Obvious errors
A party may stop or cancel an order affected by an obvious price, stock, technical, or description error before fulfilment, subject to mandatory customer law. The Clinic must notify the customer and GLØDI promptly and must not replace the ordered product without consent.
8. Orders, inventory, and service levels
Order formation
An order becomes binding between the Clinic and customer when the checkout or order confirmation states that it is accepted, unless mandatory law provides otherwise. GLØDI may run fraud, payment, stock, address, and compliance checks before acceptance or release.
Stock and handling
The Clinic must reserve stock, prevent overselling, monitor orders each business day, accept or reject within the promised handling time, and meet the service level stated in its application or the marketplace. If it cannot fulfil, it must notify GLØDI and the customer at once and enable a full refund.
No channel circumvention
The Clinic must not use marketplace orders or customer data to divert an active transaction away from GLØDI, avoid agreed fees, manipulate performance, or create false orders, reviews, traffic, or discounts. This does not stop lawful direct customer relationships formed independently of the marketplace.
9. Fulfilment, delivery, and pickup
Clinic responsibility
The Clinic picks, checks, packs, and hands over each order using suitable packaging and required safety, temperature, hygiene, carrier, and dangerous-goods controls. It must use the selected delivery or pickup method and provide valid tracking or pickup status. Subcontractors do not reduce the Clinic's responsibility.
Delivery promises and risk
The Clinic must meet the displayed delivery or pickup promise and is responsible for delay, loss, damage, and wrong delivery until risk passes to the customer under mandatory law. Carrier labels or integrations supplied by GLØDI are tools only; carrier terms and pass-through costs may also apply.
Pickup
For pickup, the Clinic must store the order securely, verify collection in a proportionate way, avoid exposing customer information, and follow the stated collection and unclaimed-order process.
10. Consumer rights, returns, complaints, and refunds
Seller duties
The Clinic must give all required pre-contract information and comply with mandatory rules on conformity, delivery, withdrawal, complaints, remedies, warranties, and refunds. Any exception from the right of withdrawal, including for sealed hygiene goods, may be used only when the legal conditions and required pre-purchase information are met.
Customer handling
The Clinic must provide a working return contact, answer customer and GLØDI requests promptly, and supply return instructions and a lawful remedy. GLØDI may communicate with the customer, collect evidence, mediate, or decide the operational treatment of a case based on available information; this does not remove either party's legal duties.
Protective refunds
GLØDI may cancel, refund, credit, or otherwise remedy an order where reasonably needed to follow law, a payment-provider or card-scheme rule, published customer terms, a safety action, or to address non-delivery, material non-conformity, fraud, or an unanswered complaint. Amounts attributable to the Clinic may be deducted from settlement together with documented external costs.
11. Safety incidents, traceability, and recalls
Immediate notice
The Clinic must immediately stop affected sales and tell GLØDI about a suspected unsafe, non-compliant, counterfeit, contaminated, defective, or recalled product; a serious adverse event; authority contact; or a material traceability failure. It must preserve batch, supplier, buyer, and fulfilment records.
Corrective action
GLØDI may unpublish listings, block orders or payouts, identify affected customers, issue warnings, notify providers or authorities where required, and coordinate withdrawal or recall. The Clinic must cooperate fully and must not make a public statement on GLØDI's behalf without approval unless law requires it.
Costs
The Clinic bears reasonable recall, notice, refund, return, destruction, testing, carrier, customer-support, and external professional costs to the extent the action results from its product, supply chain, content, storage, fulfilment, or breach. GLØDI bears costs to the extent caused solely by GLØDI's breach.
12. Payments, settlement, chargebacks, and reserves
Payment providers and settlement
Customer payment is processed through appropriately authorised payment providers selected by GLØDI. Provider onboarding, identity checks, prohibited-use rules, timing, deductions, and account terms may apply. GLØDI or the payment provider will settle net amounts to the Clinic under the schedule shown in the service after refunds, fees, chargebacks, taxes withheld by law, and other valid adjustments.
Chargebacks and negative balances
The Clinic is responsible for chargebacks, payment disputes, reversals, refunds, and related provider costs that arise from its sale, product, fulfilment, customer handling, fraud attributable to it, or breach. It must give requested evidence on time. A negative balance is payable on demand and may be recovered from later settlements or invoices.
Reserve, withholding, and set-off
GLØDI may place a reasonable rolling reserve, delay or withhold settlement, or set off amounts where there is an objective risk of refunds, chargebacks, fraud, illegality, safety action, insolvency, abnormal complaints, expected liability, or breach. GLØDI will release the remaining amount when the risk has reasonably passed. No interest accrues unless mandatory law requires it.
13. Fees, costs, and invoicing
Marketplace fees
The Clinic pays the subscription, listing, transaction, payment, carrier, campaign, service, and other fees that it accepts in the application, plan, price list, or separate order. Unless stated otherwise, business prices exclude VAT. External provider and carrier costs may be passed through.
Fee changes
GLØDI may change future fees with at least 15 days' notice, or longer where reasonably needed for the Clinic to make technical or commercial changes. A new fee applies no earlier than its effective date. Immediate changes are allowed where required by law, tax, security, or an external provider and delay is not reasonably possible.
Invoices and disputes
Invoices are due on the stated date. The Clinic must raise a specific, good-faith billing dispute without undue delay and pay undisputed amounts. Late-payment interest and collection costs may be charged under applicable law.
14. Ranking, visibility, and differentiated treatment
Main ranking parameters
Search and presentation may consider relevance to the query, customer preferences, location, availability, price, delivery or pickup speed, listing quality and completeness, sales and conversion, ratings and review quality, cancellations, complaints, returns, fulfilment performance, freshness, campaign participation, and sponsored or editorial placement. Their relative importance varies by context and may change to improve customer experience, safety, quality, or marketplace performance.
Platform discretion and no guarantee
GLØDI controls navigation, taxonomy, search, recommendations, campaigns, placement, labels, and eligibility. It may test or personalise them and may choose not to display an otherwise approved offer. Participation does not guarantee impressions, ranking, territory, orders, revenue, or parity with another seller.
GLØDI and affiliate offers
GLØDI or an affiliated business may sell, distribute, or promote products on or beside the marketplace and may receive different placement, economics, fulfilment support, or access to campaigns. The named seller will be disclosed to customers, and paid placement will be identified where required by law. The Clinic has no right to confidential algorithms or another seller's data.
15. Data, privacy, and post-termination access
Privacy roles
Each party is an independent controller for personal data it processes for its own marketplace, seller, legal, accounting, fraud, safety, or customer-service purposes, unless a data processing agreement expressly states otherwise. Each party must provide required notices, use a lawful basis, secure the data, and handle rights and incidents for its processing.
Permitted use
The Clinic may use marketplace customer data only to fulfil the order, meet seller duties, prevent fraud, provide requested support, and keep required records. It must not add a customer to marketing, build unrelated profiles, sell data, or contact the customer for unrelated purposes without a separate valid legal basis and required consent.
Platform data
GLØDI may use operational and marketplace data to provide, secure, analyse, support, market, and improve the service; enforce rules; prevent abuse; and produce aggregated or de-identified insights. During participation, the Clinic receives the order, settlement, listing, and performance data made available in its account. After termination, access may be limited, but legally required records and exports available through standard tools remain subject to retention, privacy, security, and third-party restrictions.
16. Platform changes, security, and third-party services
Service changes
GLØDI may add, change, replace, or remove features, integrations, categories, APIs, workflows, or technical requirements. It may perform maintenance or impose reasonable usage limits. GLØDI does not promise uninterrupted, error-free, or permanently available service.
Account security
The Clinic must protect accounts, roles, credentials, devices, and integrations; use named authorised users; remove access promptly; and report suspected compromise without delay. The Clinic is responsible for activity through its accounts until it reports unauthorised use, except to the extent caused by GLØDI.
External providers
Payments, identity checks, carriers, hosting, communications, analytics, and other functions may be supplied by third parties under their own terms and availability. GLØDI may replace providers and is not responsible for an external provider's independent act beyond GLØDI's mandatory responsibility or negligent selection and integration.
17. Monitoring, audit, and cooperation
Controls
GLØDI may use automated and manual checks, mystery purchases, sampling, customer feedback, public registers, and third-party data to assess identity, listings, products, performance, fraud, safety, and compliance. Automated signals may trigger review but material decisions will receive human review where law requires it.
Documents and inspection
On reasonable request, the Clinic must promptly provide invoices, supply-chain records, authorisations, declarations, labels, safety files, insurance, tax and bank evidence, complaint files, and affected stock information. For a serious risk, GLØDI or its adviser may inspect relevant premises, systems, and records on reasonable notice, or without ordinary notice when urgent and lawful.
Authorities and reporting
Each party must cooperate with lawful authority, product-safety, tax, payment, and consumer requests. The Clinic must provide seller and transaction information needed for GLØDI's present or future legal reporting duties. GLØDI may disclose information where reasonably believed necessary to comply with law, protect users, or enforce this agreement.
18. Listing restriction, suspension, and appeal
Protective action
GLØDI may reject or unpublish content, hold an order, limit features or visibility, suspend a product or account, require corrective action, or terminate participation where reasonably connected to law, safety, fraud, payment risk, poor performance, customer harm, reputational risk, breach, or marketplace integrity.
Reasons and urgency
GLØDI will normally give the main reasons and effective date on a durable medium. It may act immediately and delay or limit detail where needed for safety, fraud prevention, security, confidentiality, an authority instruction, legal restrictions, or to avoid enabling circumvention.
Complaint and correction
The Clinic may submit a reasoned complaint with supporting evidence to [email protected]. GLØDI will review it in good faith and may restore, amend, or uphold the action. An appeal does not pause a safety, legal, payment-risk, or security measure unless GLØDI says so.
19. Term and termination
Start and ordinary termination
The agreement starts when the Clinic accepts it and remains in effect while the application or participation is active. Either party may end marketplace participation with 30 days' written notice. GLØDI may reject an application before approval without creating an ongoing marketplace contract.
Immediate termination
A party may terminate immediately for an unremedied material breach after a reasonable cure request. GLØDI may terminate immediately without a cure period for illegality, unsafe or counterfeit products, fraud, repeated serious customer harm, insolvency risk, misuse of data, security threat, sanctions, loss of required authorisation, or a breach that cannot reasonably be cured.
Effect of termination
New listings and orders may stop, but the Clinic must complete or lawfully cancel open orders and continue to handle returns, complaints, recalls, chargebacks, tax, and records. GLØDI may retain a reasonable reserve. Clauses on accrued payment, content needed for records, data, confidentiality, audit, indemnity, liability, disputes, and obligations that by nature continue will survive.
20. Clinic warranties, insurance, and indemnity
Clinic warranties
The Clinic continuously warrants that it is authorised to enter the agreement; all submitted information is true; it owns or may sell every product; products and content comply with law and this agreement; taxes and licences are handled; and it has adequate staff, systems, stock, premises, and supply-chain controls.
Insurance
The Clinic must maintain product, public, cyber, and other business liability insurance that is commercially appropriate for its products, turnover, and risks, including any minimum stated in its application or category rules. It must provide evidence on request. Insurance does not limit liability.
Indemnity
To the extent permitted by law, the Clinic must defend, indemnify, and hold GLØDI and its affiliates harmless from third-party claims, authority action, loss, recall, refund, chargeback, penalty, and reasonable professional cost arising from the Clinic's product, listing content, supply chain, tax, data use, fulfilment, customer contract, negligence, or breach. This does not apply to the extent caused by GLØDI's breach, gross negligence, or wilful misconduct.
21. GLØDI liability and force majeure
Excluded loss
To the maximum extent permitted by law, neither party is liable for indirect or consequential loss. GLØDI is not liable for lost profit, sales, goodwill, expected savings, data not entrusted for backup, customer conduct, Clinic products, or another seller or external provider, except where the loss results from GLØDI's breach and cannot lawfully be excluded.
Liability cap
To the maximum extent permitted by law, GLØDI's total liability arising from marketplace participation in any rolling 12-month period is limited to the greater of NOK 10,000 and the marketplace fees paid or payable by the Clinic to GLØDI in that period. The cap does not apply to liability that cannot legally be limited, or to GLØDI's wilful misconduct or gross negligence. Payment obligations, the Clinic's indemnity, and breaches of confidentiality, data restrictions, or intellectual-property rights are not limited by this cap.
Events outside control
A party is not liable for delay or failure caused by an event beyond its reasonable control if it takes reasonable steps to reduce the effect. Payment obligations already due, customer safety duties, incident notice, and reasonable continuity or wind-down cooperation remain.
22. Changes, notices, confidentiality, and disputes
Changes and renewed acceptance
GLØDI may change this agreement with at least 15 days' notice on a durable medium, and a longer period where reasonably needed for adaptation. Immediate changes are allowed where required by law, an authority, security, fraud prevention, product safety, or an external provider and notice is not reasonably possible. GLØDI will identify the new version and effective date. If renewed acceptance is requested and the Clinic does not accept, listings may pause and either party may terminate before the new version applies.
Notices, confidentiality, and transfer
Formal notices may be sent in the service or to the latest registered email and are effective when made available, subject to mandatory law. Non-public commercial, security, customer, and technical information must be protected and used only for the agreement. The Clinic may not transfer the agreement without GLØDI's written consent. GLØDI may transfer it to an affiliate or as part of a financing, reorganisation, or sale of the relevant business, with notice where required.
Entire agreement, law, and venue
This agreement is the entire marketplace agreement and replaces earlier marketplace participation terms. Failure to enforce a right is not a waiver. Invalid terms are adjusted only as needed and the rest remains effective. Norwegian law applies, without regard to conflict-of-law rules. The parties will first try in good faith to resolve a dispute through the contact channel; if unresolved, Oslo District Court is the agreed venue. Mandatory rights and venue rules remain unaffected.
Questions or complaints about marketplace participation?
Contact GLØDI for contract questions, appeals against marketplace decisions, or operational help.
Email: [email protected]
We normally acknowledge business complaints within five business days.