General Terms and Conditions Merchant
Joyn is a service offered by Joyn Belgium NV (Rue Royale 146, 1000 Brussels, BE 0846.759.718, firstname.lastname@example.org), via www.joyn.be (the “Website”), via the Joyn application (the “Joyn app”) and/or via the Joyn loyalty card (the “Loyalty card”). This service provides the customers of Joyn Belgium NV (the “Customers”) with the possibility of saving for advantages (the "Advantages") when purchasing products or services from merchants (the “Merchants”) from the Joyn Belgium NV network. In accordance with the applicable offers (the "Offers"), these Advantages can be exchanged for the advantages described in the Offers.
These General Terms and Conditions shall apply to the agreement between Joyn Belgium NV and the Merchant with regard to the Service (the "Agreement"). The Merchant shall acknowledge and accept that his/her own general terms and conditions of sale, delivery and invoicing shall not apply to this Agreement, unless otherwise convened in writing. Joyn Belgium NV shall reserve the right to modify these General Terms and Conditions unilaterally and at any time. The most recent version of the General Terms and Conditions can be consulted on the Joyn website (www.joyn.be).
Joyn Belgium NV shall periodically invoice the Merchant with regard to the price of the Service. The Joyn Belgium NV invoices shall be payable at the latest 30 days after the invoice date. By way of derogation, the Merchant may choose to pay via the European direct debit system (SEPA). By signing the Agreement, the Merchant shall authorise (A) Joyn Belgium NV to instruct the bank to debit the Merchant's account and (B) the bank to debit the Merchant's account in accordance with Joyn Belgium NV's instructions. The Merchant shall be entitled to receive a reimbursement from the bank, under the agreements made between the Merchant and the bank. A reimbursement must be requested within 8 weeks from the date on which the Merchant's account was debited. The Merchant's rights are defined in a declaration the Merchant receives from the bank. If necessary, Joyn Belgium NV shall collect the payment between the 8th and the 15th day of the month.
In the event of late payment, by operation of law and without notice of default, in addition to the administrative costs (min. €9.00 reminder fees and min. €15.00 collection letter fees), the non-payment of an invoice on the expiry date can, by operation of law and without notice of default, result in late payment interests on all expired, unpaid amounts, at the interest rate determined by the Act of 2/8/2002 on combating late payments in commercial transactions. Any judicial and extra-judicial expenses, as well as late payment interests, including reasonable costs for legal assistance, whether or not as part of a procedure, as a result of the non-payment within the specified terms, may be charged to the Customer. These costs shall amount to at least 10% of the due amount, with a minimum of €50.00.
The payment of any outstanding balances by means of a compensation using possible debt collections of the Merchant with respect to Joyn Belgium NV shall not be permitted. This article's conditions shall apply mutatis mutandis to European direct debit payments (SEPA).
Joyn Belgium NV shall have the right to increase the price of the Service on an annual basis, in accordance with the wage cost increase within the company. This wage cost shall determine 50% of the price. The wage cost increase shall be calculated as a comparison between the reference wage cost (country average) calculated by Agoria (www.agoria.be) of the month prior to the month of the price modification and the reference wage cost (country average) calculated by Agoria (www.agoria.be) of the month prior to the Agreement's signature date. The price modification shall be applied to 80% of the price at the Agreement's signature and shall only apply to the wage cost part of the price. The wage cost part of the price shall amount to 60%. Joyn Belgium NV shall be entitled to invoice the modified price without prior notice and the payment of such invoice, by the Merchant, shall be deemed to be the definitive and irrevocable acceptance of the price modification.
The Agreement shall enter into force on the signature date and shall be valid for an initial period of 12 months from the commencement date included in the Agreement. The Agreement shall be tacitly renewed for consecutive 12-month extension periods, unless one of the parties objects to the tacit renewal by means of a registered letter with acknowledgement of receipt, sent at the latest 3 months before the expiry date of the initial period or an extension period. In that case, the Agreement shall end on the last day of the current period. The Merchant shall not be entitled to terminate the Agreement early and if necessary, Joyn Belgium NV shall pursue the enforced performance of the agreement.
Joyn Belgium NV shall be entitled to terminate the Agreement immediately and without prior notice of default in the event 1) the Merchant fails to comply with his/her commitments arising from the Agreement within a term of 5 business days following a written notice of default; 2) the Merchant is declared bankrupt; 3) the Merchant’s company is declared dissolved; 4) the Merchant is involved in liquidation proceedings.
At the time of the signature of the Agreement, the Merchant shall purchase an installation pack (the "Materials") from Joyn Belgium NV. This installation pack shall consist of: an iPad with charger (model “Wi-Fi, no 3G”), unless the Merchant opts to use his/her own iPad, as included in the Agreement, a support, an anti-theft cable, Joyn promotional material and 200 Joyn scan cards. The purchase price shall be added to the first invoice. Joyn Belgium NV shall retain ownership of all Materials until the Materials’ purchase price is paid in full.
The Merchant shall accept the Materials in the condition in which they are and Joyn Belgium NV shall not offer any guaranties regarding any hidden defects. Only the warranty conditions of the Materials’ manufacturer shall apply. The Merchant shall, at the time of the Agreement's signature and if he/she has opted to purchase the iPad from Joyn Belgium NV (not in the event he/she has opted to use his/her own iPad) also agree with a service agreement for the Materials, based upon which Joyn Belgium NV shall take care of the Materials’ servicing and replacement due to wear and tear, for a period of 36 months. A one-off service fee shall be charged via the first invoice. The Merchant shall be entitled to extend the duration of the service agreement against payment of an additional service fee. The Merchant shall commit to use the Materials in a prudent manner at all times and shall be exclusively responsible for any damage (other than arising from wear and tear) to and any loss of these Materials, even in the event of force majeure or an external cause. Damage repair shall not fall within the service agreement's scope.
Joyn Belgium NV shall install an MDM system (Mobile Device Management) on each iPad it provides to the Merchant. The MDM system enables Joyn Belgium NV to monitor the Merchant's iPad remotely and to intervene in the event of any issues with the Joyn app or to upload the app’s latest version. The Merchant shall not delete or modify the MDM system during the Agreement's term. In the event the Merchant has to replace, service or repair the iPad during the Agreement's term, the Merchant shall always authorise Joyn Belgium NV to reinstall the MDM system on the iPad. After the end date of the Agreement, Joyn Belgium NV shall disconnect the iPad and the MDM system and shall no longer access the iPad.
The Merchant shall commit to offer the Service uninterruptedly during the business' opening hours and shall ensure the Materials are replaced, serviced and/or repaired, if necessary. In the event the Service is inactive for more than 5 operating days per calendar month, Joyn Belgium NV shall reserve the right to terminate the Agreement, without prejudice to its right to compensation.
The Merchant shall not be entitled to transfer this Agreement or one or more of his/her commitments arising from this Agreement to a third party, without Joyn Belgium NV’s prior and written authorisation. In the event the Merchant transfers his/her trading fund to a third party, the Merchant shall ensure the transferee also accepts the Merchant's rights and obligations arising from the Agreement, in the absence of which the Merchant shall remain obliged to comply with the Agreement.
The Merchant shall commit to comply with all the provisions of the Belgian Act of 8/12/1992 regarding the protection of privacy. The Merchant shall commit to never sell, transfer or in any other way make the Customer's personal details, obtained as part of the Service, available to a third party, unless authorised by the Customer concerned or based on a legal obligation. The Merchant shall comply with all the instructions provided by Joyn Belgium NV regarding the processing of personal details of customers, in order to comply with the legal requirements. In each communication the Merchant sends to the Customers, he/she shall include that they have the right to not receive any further communications. The Merchant shall not or no longer send commercial or promotional information to a Customer who has requested to not or no longer receive such information, regardless of the method of notification (email, post etc.).
The Merchant shall explicitly and unambiguously declare to accept the processing of his/her personal details by Joyn Belgium NV, in the manner and for the purposes described below. Joyn Belgium NV shall process the following personal details: identification details (name, address, phone number...), electronic identification details (IP addresses, cookies...), personal characteristics (date of birth, gender...), banking information (account number or payment method). These personal details are processed to enable the Service and the customer administration, to improve the general functioning, to promote the Service and to investigate complaints or fraud. These personal details shall be stored by Joyn Belgium NV, or at the request of Joyn Belgium NV, in a central file, stored on Thanksys NV’s servers. The processing of these personal details shall continue for the Agreement's term and for a duration of 5 years after the end date of the Agreement. The Merchant shall have the right to access, correct or delete his/her personal details, free of charge and upon his/her simple request. Taking into account the condition of the technique, the performance costs, the kind, the scope, the context and the processing purposes and the possibility and the severity of the possible risks, Joyn Belgium NV, its possible representative and/or processor shall take the appropriate technical and organisational measures so that the personal details are processed in such a way that appropriate protection is guaranteed, and that the personal details are protected against unauthorised or unlawful processing and against unintentional loss, destruction or damage. Joyn shall notify the concerned and/or supervising authority of any notifiable violations, within the prescribed terms and in the prescribed manner.
Joyn Belgium NV is and shall remain the owner and holder of all intellectual property rights with regard to the Service. The Merchant shall refrain from violating these rights. The Merchant shall not modify, annotate and/or add any labels, stickers or any other elements to, among other things, the Loyalty cards delivered by Joyn Belgium NV. Joyn Belgium NV shall be entitled to a flat rate compensation of €20.00 per violation and per day the violation continues to exist after a written notice of default, without prejudice to Joyn Belgium NV’s right to claim a compensation for the actual damage.
Joyn Belgium NV shall only be liable for the Merchant’s foreseeable damage that is the immediate and direct consequence of a shortcoming imputable to Joyn Belgium NV in the compliance with one or more of its commitments arising from the Agreement. However, Joyn Belgium NV's total liability against the Merchant shall be limited to an amount of maximum €500.00, unless in the event of intent or gross fault.
A party shall not be liable for non-compliance with one or more of its commitments arising from this Agreement in the event the non-compliance is caused by force majeure or an external cause. The Party affected by force majeure or an external cause shall notify the other party immediately and no later than 3 business days after being notified of the force majeure or the external cause, of the probable duration. This party shall make all reasonably justifiable efforts to limit to a minimum the possible damage resulting from the non-compliance with its commitments. The term for the execution of the relevant commitment(s) of this party shall be extended with the duration of the force majeure or the external cause, increased with a reasonable reorganisation period. On the part of Joyn Belgium NV, server, network and/or electricity failures, fraud or deception on the part of a third party and government interventions shall be deemed to constitute force majeure/external cause.
Joyn Belgium NV shall reserve the right to modify the Service at all times and without prior notice (among other things the design, the operation, the functionalities...). Upon Joyn Belgium NV’s first request, the Merchant shall follow the given instructions in view of applying or installing possible changes to and/or updates of the Service. Joyn Belgium NV shall reserve the right to replace the Joyn Belgium NV application by a Joyn Belgium NV application that is compatible with a different brand or a different model of the iPad, as long as the same Service is offered.
During the Agreement's term and up to one year after the end date of the Agreement, the Merchant shall commit to refrain from using similar loyalty programmes in Belgium.
In the performance of his/her professional activity, the Merchant shall comply with any regulations applicable to him/her. The Merchant shall also determine whether or not he/she can rely upon the Service without violating the regulations applicable to him/her. The Merchant shall accept that any consequences resulting from a possible violation of this provision shall be borne by the Merchant exclusively and the Merchant shall indemnify Joyn Belgium NV integrally against any possible damage Joyn Belgium NV would incur as a result from such violation.
Belgian Law shall apply to the Agreement. Any disputes, directly or indirectly associated with the Agreement, shall be exclusively settled before the court of first instance by the Dutch-speaking Commercial Court in Brussels.