General terms and conditions
The terms and conditions that apply to the use of the Yomie platform.
GENERAL TERMS AND CONDITIONS OF SALE OF SIGNAGE & MUSIC SERVICES BV
1. Introduction
1. These general terms and conditions of sale (hereinafter the “General Terms and Conditions”) apply to the relationship between, on the one hand, Yomie BV, with registered office at Bedrijfsstraat 2 bus 5, 3500 Hasselt and company number 0765.904.773 (hereinafter “SIGNAGE & MUSIC SERVICES”) and, on the other hand, you, as a customer of SIGNAGE & MUSIC SERVICES (hereinafter the “Customer”). SIGNAGE & MUSIC SERVICES and the Customer are hereinafter jointly referred to as the “Parties”.
2. The General Terms and Conditions apply to the contractual relationship (hereinafter the “Agreement”) arising between the Parties in the form of a purchase by the Customer following an order placed by the Customer via 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 is offered (hereinafter the “Website”), of a subscription to the use of a service of SIGNAGE & MUSIC SERVICES provided by means of the ‘SIGNAGE & MUSIC SERVICES’ platform (hereinafter the “Platform”), whereby SIGNAGE & MUSIC SERVICES offers this service (hereinafter the “Service”) by, among other things, granting the Customer access to a digital database of music (files). The Platform is an online music streaming system that enables the Customer to play, at any time in its establishment, music with the characteristics the Customer desires. The Platform and the Service are hereinafter jointly referred to as the “Product”.
3. By extension, the General Terms and Conditions also apply to any use the Customer makes of the Website, whether or not the Customer proceeds to purchase the Products.
4. By placing an order, or even by simply visiting the Website, the Customer declares with certainty that it has read the General Terms and Conditions and accepts them without reservation and in all their provisions, to the exclusion of any other general terms and 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 solely for its own professional use, exclusively for the purpose of having the public listen to it as background music in publicly accessible places operated by the Customer, such as a hospitality venue, shop, department store, cinema, business premises and the like (excluding dance venues), and only at the location indicated by the Customer when the Agreement was concluded. On pain of damages and the right of SIGNAGE & MUSIC SERVICES to terminate or suspend the Agreement with immediate effect, any use of the Service or the Product for private purposes, outside the aforementioned location or for other purposes is expressly excluded from the Agreement. SIGNAGE & MUSIC SERVICES has the right to use all technical means to verify whether the Customer complies with these restrictions. The Customer may not communicate the Product (including the digital music (files) to which access is granted) to the public without first obtaining additional prior permission from the third-party rights holders regarding the public communication rights of authors, producers and performers, grouped where applicable in associations or collective management organisations (hereinafter the “Interested Third Parties”).
2. The Customer shall indemnify and hold SIGNAGE & MUSIC SERVICES harmless for any use of (any part of) the Product that breaches the provisions of this article.
Rights
1. The Customer accepts that all elements and features of the Website may evolve and that SIGNAGE & MUSIC SERVICES has the right, at its own discretion, at any time and without any input from or notice to the Customer, to remove, modify or add to any elements and features or any other content of 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 the Customer being entitled to any compensation as a result. Where it seems appropriate, SIGNAGE & MUSIC SERVICES undertakes to inform the Customer in advance of any modification, suspension or discontinuation of the Product.
2. The Customer undertakes to respect the rights of SIGNAGE & MUSIC SERVICES or third parties with regard to all components, data and information relating to the Website or the Product. Except with the express, prior and written permission of SIGNAGE & MUSIC SERVICES, the Customer has no right to modify, copy, rent or lease, sell, distribute or (re)produce in any other way or by any technique whatsoever the elements or features of the Website, or in general to use them other than in the spirit of the Agreement. The Customer undertakes to use the Product or any part thereof solely 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 the Product or any part thereof, including the music (files), in any way whatsoever, not to create works derived from the Product, and not to exploit the Product in any way without permission, including but not limited to exploitation through illegal access or overloading network capacity.
3. All components of the Website and the Product, including the visual elements, sound elements, the technology and source code used, information included on the Website or in the Product, logos, icons, digital downloads, calculations, plans, software, images, trademarks, models, slogans, graphic charters, advertisements, pictures, user interfaces, audio and video files, editorial content, scripts and software, are the exclusive property of SIGNAGE & MUSIC SERVICES or third-party rights holders. They are protected by copyright, trademarks or patents or, more generally, by intellectual and/or industrial property law. In this respect, SIGNAGE & MUSIC SERVICES expressly refers to, among other things, the applicable statutory and regulatory provisions on the protection of data and computer programs, including the Act of 31 August 1998 on the legal 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 of 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 of, for the duration of and under the conditions of the Agreement, nothing in the General Terms and Conditions or the Agreement is intended to or has the effect of granting the Customer, implicitly or explicitly, any ownership right, or any right or licence to any intellectual or industrial property right belonging to SIGNAGE & MUSIC SERVICES or to third parties, or of giving rise to any patent, copyright, trademark or protected secret relating to the intellectual or industrial property rights held by SIGNAGE & MUSIC SERVICES or third parties and, in general, relating to any part of the Website or the Product.
4. The Customer is liable towards SIGNAGE & MUSIC SERVICES and shall indemnify SIGNAGE & MUSIC SERVICES against any damage that SIGNAGE & MUSIC SERVICES or third parties may suffer as a result of any unlawful act committed by the Customer with regard to the protected data, elements, etc. referred to in this article.
The offer – product information
1. The Customer is free to consult the Website and use it to learn about the Products offered, without any obligation to purchase.
2. To enable the Customer to place an order in an informed manner, the offers of SIGNAGE & MUSIC SERVICES always contain, to the best of its ability, within the limits of technological possibilities and in line with the best prevailing market standards, the most complete and accurate information regarding the essential characteristics of the Products.
3. SIGNAGE & MUSIC SERVICES is not liable towards a Customer, nor obliged to pay any compensation, on account of obvious errors in the product information it provides.
Subscription price
1. The prices of SIGNAGE & MUSIC SERVICES as indicated on the Website are expressed in euros, excluding VAT and including the mechanical reproduction rights paid by SIGNAGE & MUSIC SERVICES to the Interested Third Parties. Payment of the performance rights is borne by the Customer.
2. Except for orders already placed, SIGNAGE & MUSIC SERVICES reserves the right to adjust prices at its own discretion. The Customer agrees to this.
3. SIGNAGE & MUSIC SERVICES may unilaterally adjust prices in line with any changes in the level of reproduction rights, where applicable by decision of the Interested Third Parties. If, during the period for which the Product was purchased, the Customer decides to stop using the Product, the Customer will not be entitled to any refund of the price or fee.
Order – order confirmation – invoicing
1. Before completing the ordering process, the Customer must reconfirm that it fully agrees to these General Terms and Conditions.
2. The Agreement is only concluded once the Customer has paid the price owed to SIGNAGE & MUSIC SERVICES and SIGNAGE & MUSIC SERVICES has received this price. SIGNAGE & MUSIC SERVICES reserves the right to suspend its performance in order to verify that payment has actually been made. SIGNAGE & MUSIC SERVICES accepts the following (online) payment methods: credit card (e.g. Visa or Mastercard), iDEAL, Bancontact, bank transfer (including direct debit). For every payment, the Customer will receive an invoice from SIGNAGE & MUSIC SERVICES by email. For credit card payments, the Customer grants SIGNAGE & MUSIC SERVICES the right to verify whether the credit card has sufficient funds. If this is not the case, SIGNAGE & MUSIC SERVICES reserves the right to refuse delivery, provided it informs the Customer of this refusal and the reason for it. To ensure the security of the transaction, online payments always use the “Mollie” payment system. For all payments made in a secure environment, the Customer will see the Mollie payment logo. The Mollie logo or the term “Mollie” may also appear on the Customer's bank statements.
3. Confirmation by SIGNAGE & MUSIC SERVICES of receipt of the Customer's order is subject to the right of SIGNAGE & MUSIC SERVICES to refuse to execute the order at its own discretion or to make the conclusion of the Agreement subject to additional conditions, in particular where SIGNAGE & MUSIC SERVICES finds that previous orders by the same Customer remained unpaid on the due date of the related invoices. The Customer will be informed of this by email. The Customer expressly accepts this reservation.
Account
1. To use the Service, the Customer must register and create an account (hereinafter an “Account”). The Customer undertakes not to disclose its Account information to anyone else and to use it only within the framework of the Agreement. The Customer is solely responsible for maintaining the confidentiality and security of its Account and for all activities that take place on or via its Account. The Customer agrees to notify SIGNAGE & MUSIC SERVICES immediately of any breach of the confidentiality or security of its Account. SIGNAGE & MUSIC SERVICES is not responsible for damage resulting from unauthorised use of the Account by the Customer.
2. When registering or using the Service, the Customer must provide SIGNAGE & MUSIC SERVICES with correct and complete information and undertakes to update its registration details to keep them correct and complete. The Customer agrees that SIGNAGE & MUSIC SERVICES has the right to store and use the registration details provided by the Customer for maintaining the Service and for invoicing.
Delivery
1. The products can be offered both online and on site.
2. After payment confirmation and as soon as SIGNAGE & MUSIC SERVICES has received (and verified) payment of the price, the Customer receives a login and password giving access to the Product, or SIGNAGE & MUSIC SERVICES reactivates your product online.
Security of the Product and the Website
1. Under the Agreement, the Customer is granted only a right to use the Product.
2. The Customer is aware that the Product and the Website are secured by technical measures implemented by SIGNAGE & MUSIC SERVICES and/or third parties in order to protect the Product and the Website in all their aspects and to limit the Customer's use of the Product to use in accordance with the Agreement.
3. If a breach or attempted breach by the Customer of any security of the Product or the Website is established, the Customer owes SIGNAGE & MUSIC SERVICES full indemnification for all damage, costs and losses resulting from the (attempted) security breach, including third-party claims. The Customer owes SIGNAGE & MUSIC SERVICES immediately payable damages of EUR 15,000.00, not subject to reduction, for each established (attempted) security breach, without prejudice to the right of SIGNAGE & MUSIC SERVICES to terminate the Agreement with immediate effect and/or to deny the Customer the right of access to the Website and/or to claim the damage actually suffered, and without prejudice to the right of SIGNAGE & MUSIC SERVICES to inform the competent authorities or third parties of the facts.
Warranty regarding the Products
1. SIGNAGE & MUSIC SERVICES guarantees that the Products delivered comply with the Agreement, the specifications stated in the offer, the reasonable requirements of soundness and/or usability and the statutory and regulatory provisions in force on the date the Agreement was concluded.
2. Subject to the provisions of the General Terms and Conditions, the Customer benefits from the statutory warranty for lack of conformity in the delivery of the Products and for hidden defects.
Limitation of liability
1. With regard to access to the Website, the ordering process, delivery or the Products, SIGNAGE & MUSIC SERVICES has only an obligation of means. SIGNAGE & MUSIC SERVICES gives no guarantees for the proper, uninterrupted or error-free operation of the Website or the Product, nor does it guarantee that such operation will be free from damage, corruption, attacks, viruses or manipulation. The Customer is aware of the need to have suitable IT infrastructure and to make back-ups in order to guarantee the operation of its IT infrastructure.
2. The information on the Website is of a general nature. It is not adapted to personal or specific circumstances and therefore cannot be regarded as personal, professional or legal advice to the user. SIGNAGE & MUSIC SERVICES makes every effort to ensure that the information provided is complete, correct, accurate and up to date. Despite these efforts, inaccuracies may occur in the information provided. Should the information provided contain inaccuracies, or should certain information on or via the Website be (un)available, SIGNAGE & MUSIC SERVICES will make every possible effort to correct this as quickly as possible. If you notice any inaccuracies in the information made available via the Website, you can contact the site administrator.
3. The Website (or, where applicable, the Product) may contain hyperlinks to third-party websites or pages, or refer to them indirectly. Placing links to these websites or pages in no way implies implicit approval of their content. SIGNAGE & MUSIC SERVICES expressly declares that it has no control over the content or other characteristics of these websites and can in no case be held liable for their content or characteristics.
4. SIGNAGE & MUSIC SERVICES is not responsible for the quality of the Customer's infrastructure, nor for bandwidth and/or download and upload capacity. The minimum technical specifications required for each Product offered can be found by the Customer in the information sheet for the Product and form an integral part of these conditions.
5. SIGNAGE & MUSIC SERVICES determines at all times, in consultation with the Interested Third Parties, which musical works are made available via the Product. SIGNAGE & MUSIC SERVICES is never obliged to comply with the Customer's wishes regarding the music (files) offered and has the exclusive right, to the exclusion of any claim by the Customer, to adjust the scope of the Service. Any liability of SIGNAGE & MUSIC SERVICES regarding the composition or adjustment of the music repertoire offered is expressly excluded. If the Customer wishes to add music itself, the actual addition will be subject to the consent of SIGNAGE & MUSIC SERVICES. In that case, however, the Customer must always demonstrate that this music was lawfully obtained and that it has any necessary third-party permissions to use that music via the Platform and the Product. The Customer shall always indemnify SIGNAGE & MUSIC SERVICES against any third-party claims in this respect.
6. Subject to mandatory statutory provisions on product liability whose applicability cannot be excluded contractually, SIGNAGE & MUSIC SERVICES is in no way liable towards the Customer for direct, indirect or special damage such as purely financial loss, loss of profit, loss of opportunity, etc. arising from malfunction or temporary (un)availability of the Product or the Website, or for any damage, including without limitation all losses, work interruptions, damage to programs or other data on the computer system, equipment, software or other property of the user that may result from access to or use of the Product or use of (the information on) the Website, in particular as a result of links or hyperlinks.
7. Should SIGNAGE & MUSIC SERVICES be held liable as a result of a shortcoming attributable to it, this liability shall in any case be limited to covering direct damage, up to a maximum amount equal to the total of the sums (excl. VAT) paid by the Customer to SIGNAGE & MUSIC SERVICES under the Agreement. Moreover, the limitations of liability that apply in the relationship between SIGNAGE & MUSIC SERVICES and its suppliers are enforceable against the Customer and consequently apply in the relationship between SIGNAGE & MUSIC SERVICES and the Customer.
8. The Customer shall compensate SIGNAGE & MUSIC SERVICES for all damage of whatever nature and indemnify it against all third-party claims, where such claims result from unlawful or improper use by the Customer of the Product or the Website, or from any breach of the Agreement by the Customer.
Force majeure
1. SIGNAGE & MUSIC SERVICES cannot be held liable for full or partial non-performance of its contractual obligations when and to the extent that the non-performance is due to force majeure or an event treated as force majeure.
2. Events treated as force majeure include, among other things, computer viruses, system failures and technical breakdowns and defects in the IT infrastructure occurring at SIGNAGE & MUSIC SERVICES, intrusion by unauthorised persons, a total or partial interruption of means of communication, natural disasters, fire and any other event that must legally be qualified as force majeure. Should SIGNAGE & MUSIC SERVICES become aware of force majeure or of an event treated as force majeure that would make performance of the Agreement impossible, SIGNAGE & MUSIC SERVICES undertakes to inform the Customer accordingly.
3. Should the force majeure situation continue for a period of more than 30 days, SIGNAGE & MUSIC SERVICES shall be entitled to terminate the Agreement unilaterally in writing, subject, where applicable, to the obligation to refund to the Customer the part of the purchase price already paid by the Customer for the Service not delivered, without the Customer being able to claim any additional compensation whatsoever.
Unilateral termination of the Agreement by SIGNAGE & MUSIC SERVICES
If the Customer does not comply with the provisions of the Agreement, including the General Terms and Conditions, or SIGNAGE & MUSIC SERVICES has good reason to believe that the Customer is not complying with them, SIGNAGE & MUSIC SERVICES has the right, entirely at its own discretion and without prior notice, to terminate or suspend this Agreement (and to block the Customer's login and password), without prejudice to the right to compensation for damage caused by the Customer.
Amendments and additions
SIGNAGE & MUSIC SERVICES reserves the right to amend the Agreement and the General Terms and Conditions at any time and to lay down new or additional conditions regarding the Customer's use of the Product. Such amendments and additional conditions will be communicated to the Customer and, if the Customer does not object to them at short notice, will take effect immediately as part of the Agreement. If the Customer does not accept such amendments or additions, SIGNAGE & MUSIC SERVICES shall have the right to terminate the Agreement unilaterally, subject to the obligation to refund to the Customer the part of the purchase price already paid by the Customer for the Service not delivered, if the amendment or addition constitutes a substantial change to the Customer's contractual rights or obligations that is detrimental to the Customer. The Customer can in no case claim any additional compensation whatsoever.
Severability
Should one or more provisions of the General Terms and Conditions be null or invalid on the basis of any statutory or administrative provision, or be declared null or invalid as a result of a ruling by a competent court, the remaining provisions shall remain fully in force.
Entire agreement
The General Terms and Conditions, the Customer's order and any additional written agreements between the parties together form the Agreement governing all contractual relations between SIGNAGE & MUSIC SERVICES and the Customer. In the event of any conflict between the order summary and/or the General Terms and Conditions and/or the additional written agreements, any additional written agreements shall prevail. The General Terms and Conditions always prevail over the order summary.
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.
Applicable law and competent court
1. The Agreement, including the General Terms and Conditions, is governed by Belgian law, including as regards its validity, interpretation and performance.
2. Only the courts of the judicial district of Hasselt (Belgium) have jurisdiction over all disputes concerning the validity, interpretation or performance of the Agreement.
Signage & Music Services BV Yomie
Bedrijfsstraat 2 bus 5, 3500 Hasselt, Belgium
Email: info@yomie.be
Telephone: +32 11 36 31 81