1. Introduction 
1.
These general terms and conditions of sale (hereinafter referred to as the "General Conditions") apply to the relationship between, on the one hand, Yomie BV with
registered office in 3500 Hasselt, Bedrijfsstraat 2 bus 5 and company number 0765.904.773 (hereinafter referred to as "SIGNAGE & MUSIC SERVICES") and, on the other hand, You, as a customer of SIGNAGE & MUSIC SERVICES (hereinafter referred to as the "Customer"). SIGNAGE & MUSIC SERVICES and the Customer are hereinafter jointly referred to as the "Parties". 
2.
The Terms and Conditions apply to the contractual relationship (hereinafter the "Agreement") that arises between the Parties in the form of purchase by the Customer as a result of order made by the Customer through the website and application developed, operated and maintained by SIGNAGE & MUSIC SERVICES, available at www.signage-musicservices.com, or on any other website or application through which the Service are offered (hereinafter referred to as the "Website") from a
subscription to the use of a service provided by SIGNAGE & MUSIC SERVICES through the 'SIGNAGE & MUSIC SERVICES' platform (hereinafter referred to as the "Platform") whereby SIGNAGE & MUSIC SERVICES offers this service (hereinafter referred to as the "Service") by, inter alia, providing the Customer with access to a digital database of music (files). The Platform is an online streaming music system that enables the Customer to play, at his establishment at any time, the music that the Customer
desired features. The Platform and the Service are hereinafter jointly referred to as the "Product". 
3.
By extension, the Terms and Conditions also apply in relation to any use the Customer would make of the Website, whether or not the Customer proceeds to purchase the Products. 
4.
By placing an order, as well as by a simple visit to the Website, the Customer declares, with immediate certainty, to have taken cognisance of the General Terms and Conditions and to accept them unreservedly and in all their provisions, to the exclusion of any other general conditions of sale or purchase that might apply to the (contractual) relationship between the Parties. 
2. Use of the Product 
1.
The Customer may purchase the Service and use the Product exclusively for professional use by itself, for the sole purpose of having it played by the public as background music in places open to the public operated by the Customer, such as catering establishments, shops, department stores, cinemas, business premises and the like (excluding dance halls) and only at the location indicated by the Customer at the time the Agreement is concluded. Under penalty of damages and the right of SIGNAGE & MUSIC SERVICES to immediately terminate or suspend the Contract, any use of the Service or Product for private purposes, outside the aforementioned location or other purposes is expressly excluded from the Contract. SIGNAGE & MUSIC SERVICES is entitled to use all technical means to verify the Customer's compliance with these restrictions. The Customer may not communicate the Product (including the digital music (files) to which access is provided) to the public without obtaining the additional prior consent of third-party holders of the public communication rights of authors, producers and performing artists, where applicable, grouped together into interest groups or management organisations (referred to hereinafter as the "Third Parties"). 
2.
The Customer shall indemnify and hold SIGNAGE & MUSIC SERVICES harmless for any use of all or part of the Product that breaches the provisions of this clause. 

3. Rights 
   1.
   The Customer accepts that all elements and features of the Website may evolve and that SIGNAGE & MUSIC SERVICES may, at its sole discretion, at any time and without any input from or notice to the Customer, have the right to remove, amend or add any elements and features or any other content to the Website. SIGNAGE & MUSIC SERVICES reserves the right to modify, suspend or discontinue the Product (or any part or content thereof) at any time, without entitling the Customer to any compensation. SIGNAGE & MUSIC SERVICES agrees to, if it deems it appropriate
   notify the Customer in advance of any change, suspension or discontinuation of the Product. 
   2.
   The Client agrees to respect the rights of SIGNAGE & MUSIC SERVICES or third parties in respect of all elements, data and information relating to the Website or the Product. 
   Unless expressly authorised in advance and in writing by SIGNAGE & MUSIC SERVICES, the Customer does not have the right to modify, copy, rent or lease, sell, distribute, (re)produce in any other way or by any techniques, and generally use the elements or functions of the Website other than in the spirit of the Agreement. 
   The Customer undertakes to use the Product or any part thereof only in accordance with the Agreement. The Customer undertakes not to analyse, reverse-engineer, modify, rent, copy, reproduce, lease, lend, sell, transfer, distribute or make available to third parties, create derivative works from the Product, exploit the Product or any part thereof, including the music (files), in any way whatsoever without authorisation, including but not limited to, exploitation through illegal access or overloading of network capacity. 
   3.
   All components of the Website and the Product, including the visual elements, the sound elements, the technology used and source codes, information, logos, icons, digital downloads, calculations, plans, software, images, brands, models, slogans, graphic charters, the advertisements, images, user interfaces, audio and video files, editorial content, the scripts and the software, included on the Website or in the Product, are the exclusive property of SIGNAGE & MUSIC SERVICES or entitled third parties. They are protected by copyright, trademarks or patents or, more generally, by intellectual and/or industrial property rights. In this regard, SIGNAGE & MUSIC SERVICES expressly refers, inter alia, to the applicable laws and regulations relating to the protection of data and computer programs, including the Act of 31 August 1998 on the protection of databases and the Act of 30 June 1994 on the legal protection of computer programs. 
   The same applies to trademarks, service marks, images and logos of SIGNAGE & MUSIC SERVICES used on the Website or in the Product, which are trademarks or registered trademarks of SIGNAGE & MUSIC SERVICES or third parties in Belgium and/or other countries. 
   Except for a non-exclusive, non-transferable and limited right to use the Platform and play the music files solely within the scope, duration and terms of the Agreement, nothing in the Terms and Conditions or the Agreement has the purpose or effect of conferring on the Customer, implicitly or explicitly, any property right nor grant any right or licence to any intellectual or industrial property right belonging to SIGNAGE & MUSIC SERVICES or third parties, or create any patent, right of copy, trade mark or protected secret relating to any intellectual or industrial property rights held by SIGNAGE & MUSIC SERVICES or third parties and generally relating to any part of the Website or the Product. 
   4. 
   The Customer shall be liable to SIGNAGE & MUSIC SERVICES and shall indemnify SIGNAGE & MUSIC SERVICES for any damage suffered by SIGNAGE & MUSIC SERVICES or third parties as a result of any wrongful act committed by the Customer with regard to the protected information, elements, etc. referred to in this article. 
4. The offer - product information
   1.
   The Customer is free to consult the Website and make use of it to learn about the Products on offer, without any obligation to purchase. 

2.
In order to enable the Customer to make a considered decision to place an order, SIGNAGE & MUSIC SERVICES' offers always include, to the best of its ability, within the limits of technological possibilities and in accordance with the best current market standards, the
most complete and accurate information regarding the essential characteristics of the Products. 
3.
SIGNAGE & MUSIC SERVICES shall not be liable or liable to pay any compensation to a Customer on account of obvious errors in the product information it provides. 

5. Subscription price
   SIGNAGE & MUSIC SERVICES' prices as indicated on the Website are expressed in euros, excluding VAT and including the mechanical reproduction rights remitted by SIGNAGE & MUSIC SERVICES to interested Third Parties. Payment of performance rights shall be the responsibility of the Customer. 
   Except for orders already placed, SIGNAGE & MUSIC SERVICES reserves the right to adjust prices at its own discretion. The Customer agrees to this. 
   Prices shall be subject to unilateral adjustment by SIGNAGE & MUSIC SERVICES in accordance with
   possible changes in the amount of reproduction rights, possibly at the decision of the
   Interested Third Parties. If, during the period for which the Product was purchased, the Customer decides to purchase the
   Product no longer to be used, the Customer will not be entitled to any refund of the price or compensation. 
6. Order - confirmation of order - invoicing 
   1.
   Before completing the ordering process, the Customer must reconfirm his full agreement with these General Terms and Conditions. 
   2.
   The Contract shall not be concluded until payment by the Customer of the price due to SIGNAGE & MUSIC SERVICES and receipt of that price by SIGNAGE & MUSIC SERVICES. SIGNAGE & MUSIC SERVICES reserves the right to suspend its performance in order to pursue the actual performance of the payment.
   go.
   SIGNAGE & MUSIC SERVICES accepts the following (online) payment methods: credit card (e.g. Visa or Master Card), iDEAL, BCMC, bank transfer (including direct debit). For each payment, the Customer shall receive an invoice by e-mail from SIGNAGE & MUSIC SERVICES. 
   When making payments by credit card, the Customer grants SIGNAGE & MUSIC SERVICES the right to verify that the credit card has sufficient commission. Should this prove not to be the case, SIGNAGE & MUSIC SERVICES reserves the right to refuse delivery, provided it notifies the Customer of this refusal and the reason for it. 

In order to ensure transaction security, online payments always use the "Mollie" payment system. For all payments made in a secure environment, the Customer will be able to find the Mollie payment sign. It is possible that the Mollie sign or the term "Mollie" will also appear on the Customer's bank account statements. 
3.
SIGNAGE & MUSIC SERVICES shall confirm receipt of the Customer's order, without prejudice to SIGNAGE & MUSIC SERVICES's right to refuse to execute the order at its own discretion or to subject the conclusion of the Contract to additional conditions, including in the event that SIGNAGE & MUSIC SERVICES discovers that previous orders placed by the same Customer have remained unpaid when the relevant invoices are due. The Customer shall be notified of this by e-mail. The Customer expressly accepts this reservation. 

7. Account 
   To use the Service, the Customer must register and create an account (hereinafter an "Account"). The Customer undertakes not to disclose his Account information to anyone else and to use it only in the context of the Agreement. The Customer is exclusively responsible for maintaining the confidentiality and security of his Account and for all activities that take place on or through his Account. The Customer agrees to notify SIGNAGE & MUSIC SERVICES immediately of any breach of the confidentiality or security of its Account. SIGNAGE & MUSIC SERVICES shall not be responsible for any damages resulting from any unauthorised use of the Account by the Customer. 
   When registering or using the Service, the Customer must provide SIGNAGE & MUSIC SERVICES with accurate and complete information and agrees to update its registration details to keep them accurate and complete. The Customer agrees that SIGNAGE & MUSIC SERVICES may use the
   is entitled to store and use the registration data provided by the Customer for maintaining the Service and billing. 
8. Delivery 
   Products can be offered both online and on site. 
   Following confirmation of payment and once payment of the price has been received (and verified by SIGNAGE & MUSIC SERVICES), the Customer will receive a login and password allowing them to access the Product or for SIGNAGE & MUSIC SERVICES to reactivate your Product online. 
9. Security of the Product and of the Website 
   Under the Agreement, the Customer is granted exclusively a right of use to the
   Product awarded. 

The Customer is aware that the Product and the Website have been secured by means of technical applications installed by SIGNAGE & MUSIC SERVICES and/or third parties in order to protect the Product and the Website in all their aspects and limit the Customer's use of the Product to that which is in accordance with the Agreement. 
If any breach or attempted breach by the Customer of any security of the Product or the Website is detected, the Customer shall indemnify SIGNAGE & MUSIC SERVICES in full against all damages, costs and losses resulting from the breach or attempted breach of security, including claims from third parties. The Customer shall be liable to SIGNAGE & MUSIC SERVICES for immediate and non-negotiable damages in the amount of EUR 15,000.00 per identified (attempted) breach of security, without prejudice to SIGNAGE & MUSIC SERVICES's right to terminate the Agreement with immediate effect and/or deny the Customer access to the Website and/or claim actual damages, and without prejudice to SIGNAGE & MUSIC SERVICES's right to inform the competent authorities or third parties of the
facts informed. 

10. Warranty in respect of the Products 
    SIGNAGE & MUSIC SERVICES guarantees that the Products supplied comply with the Agreement, the specifications listed in the offer, the reasonable requirements of soundness and/or usability and the legal and regulatory requirements applicable on the date of conclusion of the Agreement.
    regulatory provisions. 
    Subject to the provisions of the General Terms and Conditions, the Customer benefits from the legal warranty for defects in conformity of delivery of the Products as well as regarding hidden defects. 
11. Limitation of liability 
    1.
    SIGNAGE & MUSIC SERVICES only has a best-efforts obligation in relation to access to the Website, the ordering process, delivery or the Products. SIGNAGE & MUSIC SERVICES does not guarantee the proper, uninterrupted or error-free operation of the Website or of the Product, nor does it guarantee that such operation will be free from damage, corruption, attacks, viruses or tampering. The Customer is aware of the need to have suitable computer infrastructures and to make back-up copies in order to guarantee the operation of its computer infrastructure. 
    2.
    The information on the Website is of a general nature. The information is not adapted to personal or specific circumstances, and therefore cannot be considered as personal, professional or legal advice to the user. 
    SIGNAGE & MUSIC SERVICES makes great efforts so that the information made available is complete, correct, accurate and up-to-date. Despite these efforts, errors may occur in the information provided. Should any of the information provided contain errors or should any information be unavailable on or through the Website, SIGNAGE & MUSIC SERVICES will make every effort to rectify the situation as soon as possible.
    Should you find any inaccuracies in the information made available through the Website, please contact the site administrator. 
    3.
    The Website (or possibly the Product) may contain hyperlinks to third-party websites or pages, or refer to them indirectly. The placing of links to these websites or pages in no way implies an implicit approval of their content.
    SIGNAGE & MUSIC SERVICES expressly declares that it has no control over the content or other features of these websites and cannot be held liable in any way for their content or features. 
    4.
    SIGNAGE & MUSIC SERVICES is not responsible for the quality of the Customer's infrastructure or bandwidth and/or down- and upload capacity. The minimum technical specifications required for each Product offered can be found by the Customer in the information sheet accompanying the Product and form an integral part of these terms and conditions. 
    5.
    SIGNAGE & MUSIC SERVICES, in consultation with Interested Third Parties, shall determine at all times which musical works are made available through the Product. SIGNAGE & MUSIC SERVICES is never obliged to comply with the Customer's wishes with regard to the music (files) offered and has the exclusive right, to the exclusion of any claim by the Customer, to modify the scope of the Service. 
    Any liability of SIGNAGE & MUSIC SERVICES with regard to the composition or adaptation of the offered music repertoire is expressly excluded. 
    If the Client wishes to add music itself, effective addition shall be subject to the consent of SIGNAGE & MUSIC SERVICES. However, the Customer must always prove that the music was lawfully obtained and that it has the necessary consents from third parties to use that music via the Platform and the Product. The Customer shall indemnify SIGNAGE & MUSIC SERVICES at all times in respect of any third-party claims.
    in that regard. 
    6.
    Subject to mandatory statutory provisions on product liability, the applicability of which cannot be contractually excluded, SIGNAGE & MUSIC SERVICES shall in no way be liable to the Customer for any direct or indirect or special damage, such as purely financial losses, loss of profits, loss of opportunity, etc. arising as a result of any malfunction, temporary (un)availability of the Product or the Website or for any damage, including, without limitation, any losses, work interruptions, damage to programmes or other data on the computer system, hardware, software or other of the user that may result from accessing or using the Product or the
    (information included on the) Website, in particular as a result of links or hyperlinks. 
    7.
    If SIGNAGE & MUSIC SERVICES' liability is limited to direct losses as a result of a failure attributable to SIGNAGE & MUSIC SERVICES, such liability shall in any event be limited to covering direct losses up to an amount equal to the total sums (excluding VAT) paid by the Customer to SIGNAGE & MUSIC SERVICES under the Contract. Furthermore, the limitations of liability applicable in the relationship between SIGNAGE & MUSIC SERVICES and its suppliers shall be opposable to the Customer and shall therefore apply in the relationship between SIGNAGE & MUSIC SERVICES and the Customer. 
    8.
    The Customer undertakes to compensate SIGNAGE & MUSIC SERVICES for all damages of any kind and to indemnify SIGNAGE & MUSIC SERVICES against any claims by third parties where such claims result from an unlawful or improper use by the Customer of the Product or the Website or any breach by the Customer of the Agreement. 
12. Force majeure 
    SIGNAGE & MUSIC SERVICES may not be held liable for non-compliance with all or part of its contractual obligations if and to the extent that non-compliance is due to force majeure or an event equivalent to force majeure.
    Events equivalent to force majeure shall include computer viruses, system breakdowns and technical failures and breakdowns of the IT infrastructure occurring at SIGNAGE & MUSIC SERVICES, intrusion by unauthorised persons, total or partial disruption of means of communication, natural disasters, fire and any other event that may constitute force majeure under the law. 
    Should SIGNAGE & MUSIC SERVICES become aware of a case of force majeure or an event equivalent to force majeure which prevents performance of the Agreement, SIGNAGE & MUSIC SERVICES undertakes to notify the Customer. 
    In the event that the force majeure situation persists for more than 30 days, SIGNAGE & MUSIC SERVICES shall be entitled to unilaterally terminate the Contract in writing, subject, where applicable, to an obligation to refund the Customer for the portion of the purchase price already paid by the Customer for the undelivered Service, without the Customer being entitled to claim any additional compensation. 
13. Unilateral termination of the Agreement by SIGNAGE & MUSIC SERVICES 
    If the Customer fails to comply with the terms of the Agreement, including the General Terms and Conditions, or SIGNAGE & MUSIC SERVICES has good reason to believe that the Customer is not complying, SIGNAGE & MUSIC SERVICES shall have the right, at its sole discretion and without prior notice, to terminate or suspend this Agreement (and block the Customer's login and password), without prejudice to its right to compensation for any damage caused by the Customer. 
14. Adjustments and additions 
    SIGNAGE & MUSIC SERVICES reserves the right, at any time, to amend the Agreement and the General Terms and Conditions and adopt new or additional terms and conditions relating to the Customer's use of the Product. Such amendments and additional terms and conditions shall be notified to the Customer and, if not protested by the Customer at short notice, shall take effect immediately as part of the
    Agreement. If the Customer does not accept such adaptations or additions, SIGNAGE & MUSIC SERVICES shall be entitled to unilaterally terminate the Contract, subject to the obligation to refund to the Customer that part of the purchase price allegedly already paid by the Customer for the Service not provided, if the adaptation or addition entails a substantial change to the Customer's contractual rights or obligations that is detrimental to the Customer. Under no circumstances shall the Customer be entitled to any additional compensation whatsoever.
15. Indivisibility
    Should one or more provisions of the General Terms and Conditions be void or invalid under any statutory or regulatory provision or be declared void or invalid as a result of a ruling by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
16. Completeness of the Agreement 
    The General Terms and Conditions, the Customer's order and any additional written agreements between the parties make up the Contract governing all contractual relations between SIGNAGE & MUSIC SERVICES and the Customer. In the event of any discrepancy between the order summary and/or the General Conditions and/or any additional written agreements, the additional written agreements shall take precedence. The General Conditions shall always take precedence over the order summary. 
17. The language of the Agreement 
    The Agreement may be concluded in any of the languages in which the products are offered on the Website. The language used by the Customer when ordering, in particular the language of the General Terms and Conditions accepted, is presumed to be the language of the Agreement. 
18. Applicable law and competent court
    The Agreement, including, inter alia, the General Terms and Conditions, shall be governed by Belgian law, inter alia as regards their validity, interpretation and performance. 
    Only the courts of the judicial district of Hasselt (Belgium) are competent for all disputes concerning the validity, interpretation or performance of the Agreement