Toko21 Help Center Policy 7.2
Terms of Collaboration (Merchant Agreement)
Version: 1.1 (July 2025)
Prepared by: Ken for PT Belanja Lebih Cepat

PURPOSE
This policy outlines the official Terms of Collaboration (ToC) between PT Belanja Lebih Cepat (hereafter referred to as "Toko21") and merchants who operate on the Toko21 marketplace. These terms serve as the legal and operational foundation for onboarding, order fulfillment, compliance, payout, and ongoing merchant responsibilities. All merchants, whether PKP or non-PKP, are required to understand and accept this agreement prior to listing inventory or receiving any orders on the platform.

The Terms of Collaboration also function as a binding agreement enforceable under Indonesian commercial law. Violation of these terms may result in warnings, penalties, temporary suspension, or permanent offboarding.

This policy is written with the same depth, legal clarity, and operational enforcement power as seen in global e-commerce platforms, but tailored to the unique structure and liability model of Toko21’s single-gate marketplace.

SECTION 1: MERCHANT ONBOARDING & ELIGIBILITY

1.1 Registration Requirements
Merchants must complete the official registration process through the Toko21 Merchant Portal or via assisted onboarding by Toko21 SPG field teams. All merchants must submit accurate and verifiable information, including:

• Business name and contact details
• Valid identification documents (e.g., NIB, e-KTP, NPWP)
• Bank account for payouts (must match legal or authorized business entity)
• PKP status declaration (PKP or Non-PKP)

1.2 Eligibility Criteria
Toko21 accepts both PKP and non-PKP merchants under the following conditions:

• PKP merchants must be capable of issuing valid e-Faktur upon request.
• Non-PKP merchants may still transact but are not permitted to charge VAT.
• All merchants must operate within legal product categories permitted by Toko21 (e.g., regulated vape liquids, devices, accessories, and allowed tobacco products).
• Merchants must not be blacklisted or suspended by relevant government agencies (e.g., BPOM, Bea Cukai).

1.3 Business Classification and Dual Path Governance
Upon registration, merchants will be classified into one of two types:

• Vape Merchant: Full product access; expected to maintain active dashboards, timely fulfillment, and full SLA.
• Kelontong Merchant: Limited access (e.g., liquids, cigarettes, basic accessories); may use simplified stock tools and SPG-assisted support.

Merchant classification is determined by:

• Registration form behavior
• Geographic zone
• SPG verification
• Ongoing system behavior and SLA patterns

Toko21 reserves the right to reclassify a merchant based on field audits or system signals. Reclassification may affect visibility, SLA expectations, access to product categories, and eligibility for promotional campaigns.

1.4 Agreement Acknowledgment
All merchants must digitally sign and agree to the Terms of Collaboration before receiving their first order. This acceptance includes consent to:

• All SLA terms and breach consequence rules
• Payment and payout architecture, including potential withholding due to unresolved refunds
• Refund responsibility structure based on merchant error logic
• Integration of data into performance scoring and future campaign eligibility

Failure to agree to the Terms of Collaboration results in access denial to the merchant portal.

Toko21 reserves the right to update the Terms of Collaboration periodically. Merchants will be notified of any significant changes, and continued use of the platform constitutes agreement to the updated terms.

SECTION 2: SKU LISTING & STOCK MANAGEMENT

2.1 SKU Ownership
Toko21 operates under a centralized SKU model. All product listings are owned, curated, and governed by PT Belanja Lebih Cepat. Merchants are strictly prohibited from:

• Creating new SKUs
• Duplicating existing listings
• Modifying SKU images or product descriptions

All SKU metadata (name, image, description, volume, nicotine content, etc.) is standardized and protected to preserve platform integrity and compliance.

2.2 Price Adjustment Rules
Merchants may adjust prices for SKUs marked as price-flexible (non-MSRP), but only within the approved threshold range defined by Toko21. The default range is ±10%, but this may vary by SKU type, brand request, or merchant tier.

Rules:

• Any change outside the range will be auto-blocked
• Excessive frequency of adjustments may result in cooldowns
• MSRP products may be locked entirely or limited to ±5% by special permission

All pricing changes are logged, time-stamped, and accessible in the audit trail.

2.3 Stock Sync Obligations
Maintaining accurate stock levels is a binding responsibility.

Merchant types must follow these minimum update rules:

• Vape Merchant: 2x daily (morning and afternoon)
• Kelontong Merchant: Weekly minimum (system reminders issued)

If a SKU is oversold due to incorrect stock, the merchant is liable for:

• Customer refunds
• SLA penalties
• Reduction in SLA score affecting exposure

Toko21 reserves the right to temporarily hide listings with stale or suspicious inventory levels.

2.4 Product Variant Clarity
Fulfillment must exactly match the SKU variant selected by the customer. Any mismatch—flavor, size, packaging color, or brand version—will be classified as a merchant error.

Prohibited Substitutions Include:

• Changing flavors (e.g., Mango to Mango Ice)
• Adjusting packaging without notice
• Sending products with different nicotine content
• Repackaging SKUs using merchant-branded wrappers

Toko21 will treat these cases as fulfillment fraud if intent is proven.

2.5 Visual Submission & Alias Control
Merchants may propose alternate local aliases to reflect real-world product names used in offline trade (e.g., "Es Mangga" for Ice Mango). Submissions are reviewed by Toko21 using entropy logic.

All alias proposals must:

• Be linked to the correct master SKU ID
• Include a clear, matching photo of packaging
• Comply with brand and legal naming standards

Toko21 retains full editorial control over which aliases are displayed in the app (e.g., “Also known locally as...”).

Merchants who submit spam, duplicates, or attempt brand manipulation may be flagged and lose submission rights.

SECTION 3: ORDER FULFILLMENT, SLA, AND MERCHANT LIABILITY

3.1 Fulfillment Commitments
Merchants must fulfill each order in full and in accordance with:

• The exact SKU, variant, and quantity selected by the customer
• The dispatch SLA time window as assigned in their merchant classification (see Policy 6.1)
• The fulfillment flow enforced by Toko21, including proper driver handoff and handover logging

Failure to dispatch, incomplete dispatch, or SKU mismatches will be recorded as SLA breaches and may be escalated to dispute resolution.

3.2 Stock Inaccuracy Consequences
Merchants are responsible for maintaining correct stock quantities in the Merchant App. If a product marked as “Ready” is found to be out of stock at the time of order:

• The order may be canceled automatically or manually
• The merchant may be flagged for system audit
• Refunds resulting from stock issues will be borne by the merchant
• SLA and exposure score may be negatively affected

3.3 Multi-Merchant Fulfillment Context
Toko21 allows multi-merchant fulfillment in single orders. This means:

• A single customer order may be split and fulfilled by more than one merchant
• Each merchant is accountable only for the SKU(s) assigned to their dashboard
• Failure to fulfill any assigned SKU part triggers a partial dispute affecting only that merchant’s payout and SLA

3.4 Substitution & Fraud Detection
No SKU substitution is allowed unless explicitly approved by Toko21 Support. Attempts to:

• Send alternate flavors, versions, or packaging
• Use non-original or rebranded goods
• Misrepresent product condition or classification will be classified as fulfillment fraud.
       Repeated or proven intentional cases will result in :
• Immediate merchant offboarding
• Refund-at-merchant-cost enforcement
• Reporting to relevant legal and brand authorities

3.5 Delivery Compliance
Merchants must:

• Be available for courier pickup during stated operating hours
• Ensure driver scan and app-based handover is completed
• Avoid delays in dispatch window, which may cause reassignment or refund

Missed pickups due to merchant unavailability are treated as breach events.

3.6 SLA Enforcement & Audit Path
Every breach (e.g., cancellation, delay, mismatch, failed pickup) is logged against the merchant SLA ledger. Merchants who exceed SLA thresholds may face:

• Limited SKU visibility or de-prioritized exposure
• Auto-hold on payout processing for affected orders
• Temporary platform cooldown periods
• Requirement to undergo re-training or SPG field audit

Merchants may appeal certain breach logs through a support ticket within 3 working days, supported by proof (e.g., CCTV, internal log, courier chat).

SECTION 4: PAYOUT, FEE DEDUCTION & TAXATION

4.1 Payout Schedule

• Payouts are processed every [X working days] after an order is marked “Completed,” subject to platform-wide settlement windows.
• Payouts may be withheld in cases of active disputes, unresolved breach flags, or refund-triggering SLA violations.

4.2 Fee & Take Rate Structure

• Toko21 deducts a platform take rate from each merchant order. This is reflected in the payout dashboard.
• Take rate percentages are not public and may vary by:
• Product category
• Merchant performance & SLA
• Ongoing promotional tiers or status
• Toko21 also applies a platform fee to customers, which is separate and does not impact the merchant’s pricing or payout directly (see Policy 2.2).

4.3 PKP and Non-PKP Handling

• PKP merchants are required to provide valid e-Faktur issuance upon request.
• Non-PKP merchants are not allowed to charge VAT or issue tax invoices.
• Toko21 will issue platform-side invoices for customer-facing transactions.
• Internal fee records, tax logs, and gross-to-net breakdowns are viewable in the Merchant App payout summary tab.

4.4 Dispute-Affected Payouts

• If a dispute results in a refund caused by merchant error (e.g., wrong item, no stock, expired product), Toko21 will deduct the relevant value from the merchant’s upcoming payout
• If multiple disputes accumulate within a short period, payout may be frozen pending SLA review
• Platform fee and logistics costs may also be charged back to the merchant if liability is proven

SECTION 5: AMENDMENTS & TERMINATION CLAUSE

Toko21 reserves the right to:

• Update the Terms of Collaboration periodically
• Apply transitional SLA and payout policies for feature rollouts or pilot campaigns
• Terminate merchant access without prior warning in cases of legal breach, fraud, or repeated non-compliance

Merchants who wish to exit the platform voluntarily must:

• Submit a formal offboarding request
• Clear all pending disputes and payout reconciliation
• Complete stock withdrawal process (if applicable)