Merchant Terms and Conditions
These general merchant terms and conditions (the “Merchant Terms”) apply to all business relations between each business customer that uses the Joyn platform (the “Merchant”), and Joyn4Local, a public limited company incorporated under the laws of Belgium, with registered address at Ilgatlaan 9 box 3, 3500 Hasselt, and registered with the Crossroads Bank for Enterprises under company number 0665.683.284 (“Joyn”).
Joyn provides a digital loyalty platform that allows Merchants to set up and manage loyalty plans and award Points and Coupons to their customers.
The Merchant Terms, together with the Data Sharing Agreement and any document incorporated by reference are made available to the Merchant. By creating a Merchant Account, ordering or using the Platform and Services, the Merchant confirms that it has received, read and accepted the terms of these documents, and agrees to be bound by them.
Any terms or conditions of the Merchant that deviate from, conflict with or supplement these Merchant Terms are excluded and do not apply, unless Joyn expressly agrees otherwise in writing. If there is any inconsistency between these Merchant Terms and a written proposal or specific agreement signed by Joyn and the Merchant, that specific agreement prevails.
1 Definitions
In these Merchant Terms, the terms beginning with a capital letter and not defined elsewhere in these Merchant Terms, have the meaning as set forth in this Article 1 (unless the context clearly requires otherwise):
“Agreement” means the legally binding contract between the Merchant and Joyn, including these Merchant Terms and the Data Sharing Agreement, as amended from time to time, and any documents incorporated by reference.
“Coupon” means a direct advantage or benefit (such as a discount, free product, or special offer) that a Merchant makes available to a Customer via the Platform.
“Customers” means the customers of the Merchants in the Joyn network. Customers collect Points and/or Coupons when purchasing products or services from those Merchants and can use them in accordance with the applicable offers.
“Customer Data” means any data or information relating to customers of the Merchant that is collected, generated, accessed or otherwise processed through or in connection with the Platform, including personal data within the meaning of applicable data protection laws, as well as non-personal data
“Force Majeure” means any unforeseeable event or circumstance beyond Joyn’s reasonable control that prevents or delays the performance of any of its obligations under this Agreement. This includes acts of government, legal restrictions, adverse market conditions, natural disasters (such as floods, fires, earthquakes), pandemics, epidemics, war, civil unrest, acts of terrorism, riots, strikes or labor disturbances, network delays or intrusions, cyberattacks, unavailability of essential resources, and failures of computers, internet, or telecommunications systems.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
“Intellectual Property Rights” means any rights in intellectual and industrial property, whether existing now or created in the future, in any country or jurisdiction in the world. Such rights include rights whether registered or unregistered, together with all registrations, applications, and rights to apply for registration, all extensions, reversions, revivals, and renewals of such rights, and the right to obtain or enforce them.
“Loyalty Plan” means a loyalty action, promotion, or reward scheme set up by a Merchant on the Platform, which determines how Customers can earn Points and which rewards Customers can obtain by redeeming Points.
“Merchant” means the company that enters into the Agreement, hereby gaining access to the Joyn Platform and joining the Joyn network.
“Merchant Account” means the account the Merchant creates and that is activated by Joyn.
“Platform” means the Joyn digital environment through which the Services are provided, including without limitation the Joyn website, the Business app, the Business Portal and any physical or virtual loyalty card or similar interface made available to the Merchant.
“Points” means the loyalty points that may be credited to a Customer when it purchases products or services at a Merchant, in accordance with the applicable Loyalty Plan of that Merchant.
“Services” means any Services Joyn provides to the Merchant in relation to the Joyn Platform as per the Agreement, which consists of granting access and use rights, including hosting, maintenance and support services and any other similar services necessary for the operation of the Platform
2 Account activation
To access the Platform, the Merchant must complete the registration process and accept these Merchant Terms. A Merchant Account is activated only once Joyn has approved the registration and confirmed activation. Joyn may approve or refuse a registration request at its discretion, including for legal, compliance, or risk-related reasons..
Joyn may approve or refuse a registration request at its discretion. A Merchant Account is activated only once Joyn has approved the registration, in which case Joyn confirms the activation by email. Joyn may refuse a registration request for justified reasons, for example conflicts with Joyn’s risk policies. Where reasonably possible, Joyn will discuss such refusal with the Merchant in advance or explain it afterwards.
3 Loyalty Plan and Coupons
Each Merchant is solely responsible for its Loyalty Plan on the Platform, including the rules for earning and redeeming Points. Points earned under a Merchant’s Loyalty Plan may only be redeemed for rewards offered by that Merchant.
The Merchant may offer Coupons through the Platform. Coupons are stand-alone benefits that do not require the use of Points and may be distributed through the Platform, by email or through other channels. The Merchant is solely responsible for determining the availability, value, redemption conditions and validity period of its Coupons.
If the cooperation between Joyn and the Merchant ends with a notice period, the Merchant shall continue to honor all Points for one month after the termination date. If the cooperation ends immediately, without a notice period, the Merchant shall provide Customers with a reasonable compensation for the value of their unused Points. The Merchant determines the form and value of the compensation, provided it is reasonable in light of the value of the Points and the Merchant’s Loyalty Plan. The Merchant remains solely responsible for providing this compensation.
4 Access and use rights
Subject to these Merchant Terms and the timely payment of any due amounts, Joyn shall grant the Merchant a personal, limited, non-exclusive, non-transferrable and non-assignable right to access and use the Platform in compliance with the applicable documentation and the Agreement. This access and use right shall commence on the Effective Date (as defined below) and shall remain in force for the duration of the Agreement, unless earlier suspended or terminated in accordance with the Agreement.
5 Restrictions on use
Without Joyn’s prior written permission, the Merchant shall not, and shall not permit anyone to:
copy, adapt, translate, modify or create derivative works based on the Platform, or on any Intellectual Property Rights or confidential information of Joyn;
assign, sell, resell, sublicense, rent, lease, time share, distribute or otherwise transfer the rights granted to the Merchant under this Agreement to any third party;
modify, decompile, reverse engineer, disassemble or otherwise derive or attempt to derive the source code or underlying ideas, algorithms, structure or organization of the Platform, except where expressly permitted by applicable law;
use the Platform to generate unsolicited email advertisements or spam;
interfere with or disrupt the integrity or performance of the Platform;
attempt to gain unauthorized access to the Platform or its related systems or networks, or perform unauthorized penetration testing on the Platform;
use the Platform in a manner that infringes the Intellectual Property Rights, publicity rights or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful content;
use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform, including robots, spiders or scripts; or
alter, remove or obscure any copyright notice, digital watermark, proprietary legend or other notice included in or on the Platform.
6 Obligations of the Merchant
The Merchant shall:
clearly inform Customers about any Loyalty Plan it offers, including the applicable conditions, and handle all Customer questions relating to its own Loyalty Plan in a professional and timely manner;
ensure that every eligible Customer receives the correct number of Points and any applicable rewards or Coupons in line with the conditions of the Merchant’s active Loyalty Plan;
honor all valid Points, rewards and Coupons presented by Customers, unless the Customer does not meet the conditions clearly stated in the Loyalty Plan;
design and operate its Loyalty Plan in a fair, transparent and consistent manner, and avoid earning or redemption conditions that are purely nominal, misleading or impossible for Customers to achieve in practice;
use the Platform actively and continuously for the entire duration of the Agreement;
ensure that the Customers are able to use the Platform for the purpose of earning and redeeming Points or Coupons during the Merchant’s normal business hours;
ensure that any device used by the Merchant to enable Customer to use the Platform (such as a tablet) is operational and reasonably accessible to Customers during the Merchant’s normal business hours;
where using its own tablet or device, provide a device running a supported and up-to-date operating system, and maintain it in good working condition, including timely repair, servicing or replacement when required;
install updates and follow any reasonable instructions provided by Joyn regarding the Platform, including installing new versions, patches or replacements needed for compatibility or proper functioning;
use the Platform solely in accordance with the Agreement and applicable documentation, and refrain from using the Platform in any way that could harm Customers or damage Joyn’s reputation;
cooperate reasonably with Joyn to support the proper provision of the Services, including by responding to information requests, providing accurate data when required and notifying Joyn without undue delay of any issues affecting the Platform;
comply with all applicable laws and regulations relevant to its business and its use of the Platform, and remain solely responsible for ensuring that its Loyalty Plan, Customer Data practices and Customer interactions comply with consumer, privacy, commercial and fiscal legislation;
be solely responsible for ensuring that any communications sent to Customers through the Platform comply with applicable marketing and data protection laws, including consent requirements.
not misuse the Platform, interfere with its functioning, manipulate or misrepresent Point balances or loyalty advantages, or engage in any conduct that could harm Joyn, Customers or the integrity of the Joyn network;
inform its Customers prior to termination of the Agreement of such termination and provide clear notice that Points or Coupons may expire, be forfeited or can no longer be redeemed. The Merchant shall remain solely responsible for all related customer communications, questions or claims.
keep all contact information, billing information, company address and VAT data complete and up to date at all times, and notify Joyn immediately of any change.
The Merchant is responsible for maintaining the confidentiality and security of all account credentials and for all activity conducted through its account. The Merchant shall promptly notify Joyn of any actual or suspected unauthorized access or use. Joyn may rely on any instructions or information submitted through the Merchant’s assigned credentials, without further investigation, and all use of such credentials, whether authorized by the Merchant or not, is at the Merchant’s sole risk. The Merchant shall indemnify and hold Joyn harmless from all claims, proceedings, losses and damages related to the use, misuse or unauthorized use of the Merchant’s account credentials.
The Merchant is responsible for ensuring that its personnel and contractors comply with this Agreement. The Merchant shall defend, hold harmless and indemnify Joyn and its subcontractors against all claims arising from any breach of this Agreement by the Merchant’s personnel or contractors.
7 Obligations of Joyn
Joyn will provide the Services on a best-efforts basis and will use reasonable efforts to ensure that the Platform is accessible and functions in a stable manner. Joyn does not guarantee uninterrupted availability or error free operation or that the Platform will meet the Merchant’s specific requirements.
Joyn may temporarily disable or limit access to the Platform to resolve issues, perform maintenance or implement updates. Where feasible, Joyn will announce scheduled maintenance in advance through the Platform and perform such work outside normal business hours of the Merchant.
The Merchant may consult Customer Data through the Merchant Portal. Joyn will make Customer Data available or export it only upon the Merchant’s explicit request and strictly in accordance with the Data Sharing Agreement.
8 Platform management
Joyn may modify the Platform, including its design, functionalities, operation and underlying technologies, at any time. Such modifications may include changes required for technical, operational, security or regulatory reasons. Joyn does not guarantee the continued availability of any specific feature or functionality but will use reasonable efforts to avoid material adverse impacts on the Merchant’s use of the Platform.
Upon Joyn’s request, the Merchant shall install updates, follow technical instructions and implement any required changes to ensure compatibility and proper functioning of the Platform. Updates may include new versions, patches, replacements or configuration changes.
9 Support and complaints
For questions or issues relating to the Platform or the Services, the Merchant shall first consult the support resources available on Joyn’s support page. If the issue cannot be resolved through the support page, the Merchant may contact Joyn’s customer service by email at hello@joyn.be or by phone. Customer service is available Monday to Friday from 9:00 to 17:00 (CET), excluding Belgian public holidays and substitute public holidays. Joyn will use reasonable efforts to handle and respond to support requests as soon as possible.
The Merchant must notify Joyn of any complaint relating to the Platform or the provision of the Services within eight calendar days after the Merchant becomes aware, or should reasonably have become aware, of the issue. Complaints must be submitted by email to hello@joyn.be or by phone using Joyn’s customer service number. Any legal action by the Merchant relating to the Platform or the Services must be initiated within six months after the Merchant has notified Joyn of the complaint. After this period, the Merchant forfeits any claim relating to the matter.
Joyn provides the Platform only as a technical loyalty infrastructure and is not responsible for any dispute between the Merchant and its Customers. Joyn is not liable for the delivery, quality, performance, legality, pricing or any other aspect of the goods or services the Merchant provides to Customers, nor for any issue or damage caused by the Merchant, including any breach of the Merchant’s Loyalty Plan or commitments toward Customers. Any complaint or dispute initiated by a Customer regarding the Merchant’s goods, services, Loyalty Plan, Points, rewards or Coupons must be addressed directly by the Merchant, who remains solely responsible for such matters.
10 Price and payment
The Merchant may consult the most recent prices at all times on Joyn’s website. Joyn invoices the Merchant periodically for the use of the Platform and the Services. Invoices are sent by email and are payable within thirty (30) calendar days from the invoice date. Any complaint regarding an invoice must be submitted in writing within fourteen calendar days after the invoice date; after that period the invoice is deemed accepted.
The Merchant may pay only by direct debit (SEPA Direct Debit) or by credit card. A fixed fee of EUR 7.50 applies in case of a refused direct debit. All amounts are payable without any right of setoff or counterclaim and free of deductions, except where required by law. If a withholding is legally required, the Merchant shall pay any additional amounts needed to ensure Joyn receives the same net amount. All prices are exclusive of VAT and any other applicable taxes, which will be added to the invoice.
If the Merchant fails to pay on time, Joyn may suspend access to the Platform and the provision of the Services. All outstanding amounts become immediately due and payable. If the Merchant still fails to pay after a reminder, a contractual compensation of fifteen percent of the principal amount, with a minimum of EUR 25, will be added. If Joyn must initiate legal proceedings, an additional contractual compensation of ten (10) percent plus EUR 40 applies in accordance with applicable regulations. Statutory late-payment interest under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions accrues automatically from the date of summons. Joyn may transfer any unpaid invoice to a debt collection agency, in which case the Merchant shall bear all related collection costs, administrative fees and statutory or contractual interest in full. The Merchant shall also bear any judicial and extrajudicial enforcement costs that Joyn incurs.
If the Agreement continues for more than one year, the prices for the Platform and Services are indexed annually from the first anniversary of the Effective Date. The indexed price (P₁) is calculated as follows, where P₀ is the original price, I₀ is the value of the Agoria Digital index at the start of the Agreement, and I₁ is the value of the same index at the time of revision: P₁ = P₀ × [((I₁ / I₀) × 0.8) + 0.2]. Eighty percent of the price is subject to indexation and twenty percent remains fixed.
Except during the first three months after activation, Joyn may also revise prices upon one month’s prior written notice if Joyn can demonstrate exceptional market changes of more than two (2) percent, such as substantial increases in cost components, currency fluctuations or higher royalty obligations. Price adjustments must be proportionate to the underlying cost increases and are never applied retroactively. If a price adjustment results in an increase of more than twenty (20) percent compared to the then-applicable price, the Merchant may terminate the Agreement with effect from the date the adjusted price enters into force.
11 Term and termination
Term
The Agreement enters into force on the earliest of the following dates: (a) the commencement date stated in the contract sent to the Merchant upon confirmation of the Agreement; or (b) the date on which five unique Customers have completed a transaction through the Joyn Platform. The earliest of these dates is the “Effective Date”.
The Agreement is entered into for an initial term of one (1) year. and shall automatically renew for successive one-year terms unless either Party gives written notice of termination at least thirty (30) days prior to the end of the then-current term.
Termination
The Merchant may terminate this Agreement for cause by written notice to Joyn if Joyn commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice from the Merchant specifying the breach and requiring it to be remedied. Any termination for convenience by the Merchant is excluded.
A termination notice by the Merchant shall be submitted through the termination form available at http://joyn.be/stop . Notices sent by the Merchant by email or post are not accepted. Amounts already paid are not reimbursed in the event of Merchant termination.
Joyn may terminate this Agreement with immediate effect by informing the Merchant if the Merchant:
commits a material breach of this Agreement and fails to remedy that breach within fifteen (15) calendar days after Joyn has sent a first written notice requiring it to be remedied. If the breach is not remedied within such fifteen (15)-day period, Joyn may send a second written reminder granting the Merchant an additional five (5) business days to remedy the breach. If the breach remains unremedied at the end of that additional five (5)-business-day period, Joyn may terminate this Agreement with immediate effect. Any (i) failure by the Merchant to make a payment when due under the Agreement and (ii) breach of article 6 of these Merchant Terms shall constitute a material breach; or
becomes subject to insolvency, judicial reorganization, bankruptcy, or any equivalent procedure under applicable law, or is in a state of durable cessation of payments or of financial distress evidenced by an inability or unwillingness to meet its payment obligations under this Agreement as they fall due; (ii) is declared bankrupt, is dissolved, or is placed under the control of a curator, liquidator, provisional administrator, court-appointed representative, or other insolvency practitioner; or (iii) permanently ceases its business activities, including following a resolution to dissolve or a public announcement of the cessation of all or substantially all operations, other than in the context of a solvent restructuring, merger, acquisition, or other bona fide corporate reorganization.
Consequences of termination
Upon termination of the Agreement, for any reason: (a) the Merchant Account is deactivated immediately, and the Merchant’s access to the Platform and Customer Data is blocked; (b) the Merchant may request an export of available Customer Data within three months following termination by emailing hello@joyn.be or via the form accessible at http://joyn.be/export-request, after which no further data will be provided; and (c) all rights and licenses granted to the Merchant under the Agreement terminate immediately.
12 Intellectual Property Rights
Joyn is and shall remain the sole owner and holder of all Intellectual Property Rights in and to the Platform, including all underlying software, documentation, databases, designs, logos, updates, modifications and derivative works, regardless of whether they were developed at the request or with input of the Merchant. Except for the limited rights of use expressly granted in this Agreement, no Intellectual Property Rights are assigned, transferred or licensed to the Merchant. The Merchant shall not take any action that infringes, misrepresents, modifies, exhausts or otherwise endangers Joyn’s or its suppliers’ Intellectual Property Rights or other property rights in connection with the Platform.
For the duration of the Agreement, the Merchant grants Joyn a personal, limited, non-exclusive, non-transferable and non-assignable license to use the Merchant’s trade name, trademarks, service marks, logos and other branding for Joyn’s own marketing and communication purposes, such as listings on Joyn’s website and in other marketing and advertising materials as a demonstration of Joyn’s experience, and for use in Joyn’s internal data systems. Nothing in this clause transfers any ownership in the Merchant’s Intellectual Property Rights to Joyn.
The Merchant shall not register or apply for any brands, trade names, domain names or other designations that are identical or confusingly similar to Joyn’s signs in any jurisdiction. The Merchant shall not contest or challenge Joyn’s brands, names or other designations, nor assist any third party in doing so. The Merchant shall not remove, obscure or alter any trade names, trademarks, proprietary notices or references to Joyn on or in connection with the Platform, or take any action that could misrepresent Joyn’s ownership of the Platform.
13 Representations and warranties
The Merchant represents and warrants the following: (a) it is a duly organized and validly existing entity under applicable law; (b) it has full power and authority to enter into and perform its obligations under this Agreement without violating any other agreement or applicable law; (c) the execution and performance of this Agreement have been duly authorized and do not conflict with its governing documents or any agreement to which it is bound; (d) it is not subject to insolvency, judicial reorganization, or bankruptcy proceedings, is not in a state of durable cessation of payments, and is not under the control of any insolvency practitioner, nor is it aware of any circumstances reasonably expected to lead to such proceedings; and (e) it is in material compliance with all applicable law.
14 Disclaimers and warranties
To the fullest extent permitted by law, the Platform and the Services are provided “as is” and “as available”. Joyn makes no representations, warranties or conditions of any kind, whether express, implied or statutory, including any warranties of fitness for a particular purpose, satisfactory quality, system integration, data accuracy, or the results that may be obtained through the use of the Platform or the Services. Without limiting the generality of the foregoing, Joyn does not warrant that: (a) the Platform or the Services will be uninterrupted, error free or that any defects will be corrected within a particular timeframe; (b) the Platform or the Services will be free of viruses, malware or other harmful components, or that they will be provided in a timely, complete or fault free manner; or (c) the information accessible via the Platform or the Services will be complete, accurate, correct or non-misleading.
15 Liability
Each Party shall take reasonable measures to mitigate any loss, damage, cost or expense it may incur arising out of or in connection with this Agreement, including any breach by the other Party.
Joyn shall only be liable for foreseeable damage suffered by the Merchant that is the immediate, direct and sole consequence of an action or omission attributable to Joyn in the performance of its obligations under the Agreement. Joyn cannot be held liable, whether contractually or otherwise, for discontinuing or replacing an older version of the Platform, provided the core functionality of the Services remains available.
The Merchant is solely responsible for complying with all regulations applicable to its professional activities and for assessing whether the Services can be used without violating such regulations. Any consequences resulting from the Merchant’s non-compliance shall be borne exclusively by the Merchant, who shall indemnify and hold Joyn harmless against any damage, claim or cost Joyn incurs as a result of such non-compliance.
To the fullest extent permitted under applicable law, no Party shall be liable for any indirect, incidental, consequential, special or reliance damages, however caused and under any theory of liability. Such excluded damages include loss of revenue, loss of profits, loss of anticipated savings, loss of business or goods, loss of goodwill, reputational harm, opportunity loss, loss or corruption of data or other information and the cost of procuring substitute goods or services.
Except in cases of willful misconduct or bodily injury, Joyn’s aggregate liability under the Agreement, regardless of the legal basis (including contract, statute, equity, tort or negligence), shall not exceed one hundred percent (100%) of the amounts paid by the Merchant to Joyn in the six months preceding the event giving rise to the claim.
The Parties expressly exclude the application of article 6.3, §§1 and 2 of the Belgian Civil Code for the benefit of Joyn. Accordingly, Joyn and its agents, subcontractors, directors, employees, principals and other representatives shall not incur any extra-contractual liability towards the Merchant for claims arising out of or connected to the performance of the Agreement.
16 Force Majeure
Joyn is not liable for any delay or failure to perform its obligations under this Agreement to the extent caused by a Force Majeure event. Joyn shall inform the Merchant as soon as reasonably possible. Each Party bears its own costs, losses, and damages resulting from Force Majeure. If Force Majeure prevents Joyn from performing its core obligations for three (3) months or more, Joyn may terminate this Agreement with immediate effect by a written notice.
17 Indemnity
If a third party brings, or threatens to bring, a claim alleging that the Platform or any materials provided by Joyn infringe that party’s intellectual property rights, the Merchant shall promptly notify Joyn in writing. Joyn shall have the exclusive right to control the defense, settlement and resolution of such claim, and shall keep the Merchant informed of material developments. The Merchant may participate in the proceedings at its own cost and shall reasonably cooperate with Joyn.
At Joyn’s request, the Merchant shall immediately cease all use of the allegedly infringing element of the Platform. If the Merchant fails to do so, Joyn may terminate the Agreement with immediate effect without any obligation to pay compensation or indemnification.
If the Platform or any part thereof becomes, or in Joyn’s reasonable opinion is likely to become, the subject of an infringement claim, Joyn may, at its discretion and at its own cost: (a) modify or replace the relevant element with a non-infringing equivalent offering substantially the same functionality; (b) obtain the necessary rights from the relevant third party to allow continued use; or (c) terminate the Agreement with immediate effect and refund the Merchant the proportionate part of any prepaid fees relating to the remaining term. These remedies constitute the Merchant’s sole and exclusive remedy, and Joyn’s entire liability, in respect of any third-party intellectual property infringement claim.
The Merchant shall indemnify and hold Joyn harmless from and against all claims, demands, actions, proceedings, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of the Agreement by the Merchant; (b) any negligent, wrongful or fraudulent act or omission of the Merchant; (c) any misrepresentation made by the Merchant; or (d) any third-party claim resulting from the Merchant’s use of the Platform, its Loyalty Plan, its dealings with Customers, or its professional activities. This indemnity applies during the term and after termination of the Agreement.
18 Data protection
The Parties acknowledge that they both act as controllers with respect to the Customer Data that qualifies as personal data under the GDPR processed through the Joyn Platform, insofar as both Parties each seperately determine the purposes and essential means of such processing. The respective responsibilities of Joyn and the Merchant for compliance with the GDPR and other applicable data protection laws are set out in the Data Sharing Agreement, which forms an integral part of the Agreement.
19 Miscellaneous
Interpretation. The English version of these Merchant Terms prevails. References to “in writing” include email. Expressions such as “include” or “for example” mean “without limitation”.
Relationship. Nothing in this Agreement creates a joint venture, partnership, association, agency or employment relationship between the Parties. Each Party acts in its own name and for its own account and remains solely responsible for the direction, supervision and compensation of its personnel. Neither Party shall hold itself out as having authority to bind the other Party, except where expressly provided in this Agreement.
Entire Agreement. The Agreement constitutes the entire understanding between the Parties and supersedes all prior communications, understandings, promises, representations, warranties and agreements, whether written or oral, relating to its subject matter.
Modification. Joyn may modify these Merchant Terms unilaterally. Joyn will inform the Merchant of any modification by notification on its website, on the Platform, or by direct communication. The proposed modifications take effect one month after such notification, unless the Merchant notifies Joyn in writing before the effective date that it does not agree with the changes. If the Merchant objects to the modification, the Merchant may terminate the Agreement with effect from the date the modification would have taken effect. Amounts already paid remain non-refundable. If the Merchant does not object before the effective date and continues to use the Services after that date, the Merchant is deemed to have accepted the modified Merchant Terms.
Severability. If any provision of this Agreement is found invalid, illegal or unenforceable, it shall be interpreted to the extent possible in a way that renders it valid and enforceable. If this is not possible, it shall apply only to the extent permitted by law, or be severed to the extent necessary, without affecting the validity of the remainder of the Agreement. The Parties shall replace any invalid provision with a valid one that reflects the original intent as closely as possible. A competent court may effect such revision.
Subcontracting. Joyn may subcontract the performance of any of its obligations under this Agreement. Joyn remains fully liable for the acts and omissions of its subcontractors as if they were its own, subject to the limitations and exclusions of liability in this Agreement.
Transfer. The Merchant may not assign or transfer the Agreement, or any of its rights or obligations under it, without Joyn’s prior written consent. If the Merchant transfers its business to a third party, the Merchant must ensure that the Agreement is transferred as well; failing such transfer, the Merchant remains bound by the Agreement. Joyn may assign or transfer the Agreement, or any of its rights or obligations, to an affiliate or to any successor entity that acquires or continues the relevant activities of Joyn.
Waiver. A failure or delay by Joyn to exercise any right or remedy does not operate as a waiver of that right or remedy. A single or partial exercise does not preclude further exercise. Rights and remedies are cumulative and not exclusive unless expressly stated otherwise. Any waiver must be in writing, excluding email, signed by an authorized representative of Joyn and must be specific to the matter waived.
Governing law and jurisdiction. This Agreement is governed by Belgian law. The Parties shall use reasonable efforts to resolve disputes amicably before initiating legal proceedings. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Antwerp, Hasselt division, unless mandatory law provides otherwise.