Version: January 26, 2021
Our general terms and conditions apply to all offers to buy and / or lease the Junea smart vending machine for snacks, food & drinks, to all agreements and to every offer and agreement that we conclude with you as a Customer and to any use of the Software.
We are Junea Nederland B.V. (Junea NL). We are located at Steenovenweg 11, 3417 XR, Montfoort, with the Chamber of Commerce number: 80284442. If you have any questions about these conditions, please contact us by telephone or e-mail.
Junea NL has the right to unilaterally change the general terms and conditions. The latest version of these terms and conditions applies. The Client and Junea NL may only deviate from these terms and conditions if they have agreed to do so in writing. Junea NL will send the general terms and conditions to the Customer free of charge on request.
In these conditions, the Customer and Junea NL are also referred to as Parties.
Article 1 – Definitions
We use the following terms in the general terms and conditions:
- the Junea: compact self-service machine for snacks, food or drinks, easy to operate with a smartphone;
- the Customer: the party who enters an agreement with us for the purchase / lease of a Junea and the use of the accompanying Software;
- the Agreement: the Agreement in which the Parties have laid down agreements on the purchase / lease of the Junea, the configuration of the Junea, the Software, Service and Connectivity of the Junea and the use of the accompanying Software;
- the Consumer: the natural person who buys a product from Junea with the Junea App;
- the Products: the products sold through Junea;
- Selection: the range of products offered to consumers through Junea;
- the Software (hereinafter abbreviated to SW): the software for system and product management of the Junea and for remote payments. The software can consist of the following components:
- the control software integrated into the Junea ( Control Software );
- the back office for the management of the Junea ( Junea Backoffice );
- an application that gives the Customer insights into the current balance, overviews of sales and placing orders for Products ( Junea Customer Portal );
- an application for refilling the Junea ( Junea Operator App );
- an application for payments ( Junea App );
- the Hardware (hereinafter abbreviated to HW): all physical components that make up the Junea;
- Customer balance: the result of the proceeds from the sale of Products less costs;
- Revenue: the turnover of the Products sold via Junea, excluding transaction costs of the payment Provider;
- Costs: the costs can include the costs of purchasing the Products, the handling and shipping costs per delivery of the Products, the use of the Service, Software and Connectivity and possibly the costs for dedicated service;
- Self-service: the Customer refills the Junea himself using the Junea Operator App;
- Dedicated service: the Customer outsources the restocking of the Junea (for a small additional fee);
- Pricing policy: The Customer can choose from the following types of pricing policy: “as a service,” “break-even” or “for profit”. The price for the snacks is determined on the basis of this choice.
- Wallet: a digital wallet that can be linked to a Consumer’s account;
- Failure: all interruptions in and all events that make the Junea unusable / less useful.
- Helpdesk: answering questions about the Hardware and Software as well as dealing with any complaints;
- Incident Management: registering, managing and resolving Malfunctions or defects in the Hardware;
- Response time: the time between filing a report of an incident to Junea NL and the confirmation by Junea NL that the report has been received;
- Resolution time: the time required for Junea NL to resolve the incident. The resolution time starts after sending the confirmation that the notification has been received.
- Reseller: the party that can legally distribute and manage the Junea machines. In this agreement, this is Junea Nederland BV
Article 2 – Services
- Junea NL’s services include selling compact self-service devices (Junea) for snacks, food & drinks, facilitating the accompanying Software and delivering the Products of the Junea.
- The operating software that is integrated into the Junea corresponds exclusively to the Software and can only be deployed in conjunction with the Software-as-a-service (Saas) components of the Software. The purchase / lease of the Junea does not include these Saas parts of the Software.
- When using a Junea machine, Junea is able to answer questions from its customers about the HW and SW and to deal with any complaints (Helpdesk). This involves Incident Management. This means: registering, managing and resolving Malfunctions or defects in the HW and / or SW.
Article 3 – Quotations, offers and conclusion of agreement
- All offers and quotations from Junea NL are without obligation, unless otherwise agreed. An offer in a quotation only applies to the specific underlying agreement (and not to any future agreements).
- Junea NL may assume that the information provided by the Customer is correct. Junea NL will base its quotation on this information.
- A purchase agreement is concluded when the Customer accepts an offer or quotation from Junea NL and Junea NL sends a written confirmation thereof to the Customer.
- If the Customer cancels the services offered by Junea during the agreed trial period, this must be indicated by the Customer within the trial period (of 28 days) at the latest.
The trial period starts on the day of installation and automatically expires after 28 days, at which point the agreement starts.
Article 4 – Prices
- The prices communicated by Junea NL are in euros, excluding VAT and other government levies, unless stated otherwise, and subject to possible errors.
- All prices communicated by Junea NL are excluding packaging fees, costs for transport and costs for shipping, unless stated otherwise.
- Junea NL has the right to adjust its prices and rates of the hardware and software, Service and Connectivity. The price change will take effect 60 days after its announcement.
- If the Customer does not agree with the price change, the Customer may cancel the Agreement in writing within 30 days of the announcement. The Agreement will then end on the date that the price change takes effect, with due observance of the provisions in Article 6 of these general terms and conditions.
- The period of use of the Software starts on the date as stated in the Agreement. Termination and extension take place in accordance with the provisions of Article 6 of these general terms and conditions.
- If Junea NL makes its Software available to the Customer later than agreed, the days on which the accompanying Software is made available later will be deducted pro rata from the first period of putting the Software into use. Junea NL is not liable for damages as a result of the delay, unless there is intent or gross negligence on the part of Junea NL.
- The prices of the articles in the Junea are excluded from points 1-6 of article 4 and may be changed at any time.
Article 5 – Payment and collection costs
- On the first day of each month, Junea will pay out the Customer Balance to an organization’s appropriate bank account. In the event of a negative Customer Balance, the amount will be collected by direct debit. The Customer will receive a debit or credit invoice for this respectively.
- If the Client receives an invoice, the Client must pay the invoice within 14 days of the invoice date, unless otherwise agreed in writing between the Parties.
- If the Customer does not fulfill its payment obligation on time, it will be in default by operation of law. The Client then owes the statutory commercial interest. The interest on the due amount is calculated from the moment the Client is in default until the moment of payment of the full amount due.
- If the Customer is in default, it will also owe us all extrajudicial collection costs.
- Junea NL’s entire claim against the Customer is immediately due and payable if:
- the Customer exceeds a payment term;
- the Client has been declared bankrupt or has been granted a moratorium on payments;
- the Client (company / legal person) is dissolved or liquidated;
- the Client (natural person) is placed under guardianship or dies.
Article 6 – Duration, extension and termination of the Agreement
- The term of use of the Software is laid down in the Agreement. Unless otherwise agreed, the Parties cannot terminate the Agreement prematurely, except in situations as stipulated in paragraph 3 of this Article.
- The Agreement is automatically extended after each term for an indefinite period with a written notice period of one month.
- Junea NL may terminate the Agreement in writing with immediate effect in the following cases:
- when a moratorium is granted to the Client;
- when the Client is declared bankrupt;
- in case of more than two non-compliance with the payment term by the Customer;
- in the event of administration, receivership or debt rescheduling of the Client.
- After termination, the provisions of the following Articles: 22, 23, 24, 25, 26, 27 and 28 remain valid between the Parties.
- Junea NL is not liable for any damage (and more specifically: any payment of discount codes, credits, vouchers or similar in cash) resulting from the end or cancellation of the Agreement on the basis of this Article.
Article 7 – Provision and delivery
- Junea NL and the Client make agreements about the delivery of the Junea.
- If the Customer wishes a different method of transport than the one proposed by Junea NL, the additional costs thereof will be charged to the Customer.
- Junea NL will make the Junea available to the Customer in good condition at the location agreed with the Customer and install the Junea, unless otherwise agreed. Costs for transport, placement and installation are € 150.00 excluding VAT per Junea.
- The Customer is obliged to accept the delivery. If the Customer refuses to accept the delivery, the costs for storage, safekeeping and additional delivery will be borne by the Customer.
- Damage caused during transport is at the expense and risk of Junea NL.
- The delivery times communicated by Junea NL are indicative and do not apply as a strict deadline.
- Junea NL may have an order delivered in parts.
- If the Customer changes the location of the Junea without consultation with Junea NL and also does not comply with the installation instructions in the manual, Junea NL is not liable for this.
Article 8 – Retention of title
- All Junea’s delivered by Junea NL remain the property of Junea NL until the Customer has fulfilled its payment obligation.
- The Customer will do everything that can reasonably be expected of it to secure the properties of Junea NL.
- If third parties seize the Juneas delivered under retention of title or wish to establish or assert rights thereon, the Customer is obliged to notify Junea NL of this as soon as possible.
- The Customer hereby gives unconditional and irrevocable permission to Junea NL to enter all places where the properties of Junea NL are located in order to take these properties with it in the event that it wishes to exercise its ownership rights.
Article 9 – Control and complaints procedure
- Unless otherwise agreed, Junea NL will deliver the Juneas with a delivery note, which the Parties sign. The receipt serves as a determination of the quantity of Juneas delivered.
- Immediately after delivery of the Juneas, the Customer must investigate whether the quality and quantity of the Juneas are in accordance with what has been agreed and whether it meets the requirements that the Parties have agreed, unless otherwise agreed in writing between the Parties.
- Minimal deviations of, for example, dimensions, numbers, weight and colors cannot be regarded as a shortcoming of Junea NL.
- The Customer must notify Junea NL in writing of any visible Malfunctions, defects or complaints within 14 days of delivery. Any invisible defects must be communicated to Junea NL in writing 14 days after discovery thereof. The notification must contain a detailed description of the defect.
- If a Customer submits a complaint on time, this does not suspend its payment obligation.
- In the event of a Malfunction or defect, Junea NL will repair, replace or indemnify the Customer at its own discretion, unless:
- the Customer has not reported the complaint in writing to Junea NL in time, as described in this Article;
- the Junea can no longer be identified as originating from Junea NL;
- the defects are the result of normal wear and tear, incorrect or incompetent handling;
- the Customer has not placed the Junea in the usual manner or has moved it without Junea NL’s approval;
- Junea NL has not had the opportunity to investigate the Junea;
- the Customer has not fulfilled its obligations towards Junea NL, for whatever reason;
- Junea NL has not received the defective Junea sent by the Customer to Junea NL.
- If it is established that a complaint is unfounded, then the costs incurred by Junea NL as a result (such as research costs) will be entirely borne by the Customer.
- The Customer will use the Junea in accordance with any Junea NL manual and instructions. The Customer will ensure that those using Junea are aware of any user manual and instructions.
- Remote support is included in the monthly rate for Software, Service and Connectivity. The Customer must cooperate with remote support. If the Fault or defect cannot be resolved remotely, then the Fault or defect must be remedied on site. It will then be assessed whether there is a guarantee as described in Article 10 of these general terms and conditions. If this is not the case, the costs incurred to remedy the Outage or the defect on location will be passed on to the Customer, unless other arrangements have been included in the agreement.
Article 10 – Warranty
- Junea NL provides a one-year warranty on Junea self-service devices, unless otherwise agreed in writing between the Parties.
- No guarantee is given in one of the situations referred to in paragraph 6 of Article 9 of these general terms and conditions.
- Junea NL has the right to fulfill its obligations under the warranty by repairing, supplying a replacement product or, in the event of purchase, by repaying the invoice value. Refund of the invoice value is only possible to the account number of which the invoice has been paid.
Article 11 – Product selection, ordering and delivery of Products
- The Customer makes a choice for a type of product selection during the onboarding process. Subsequently, a request for a product selection change can be submitted to Junea NL.
- The Customer is obliged to purchase the Products sold in Junea from Junea NL, unless otherwise agreed.
- The Customer has the choice to order the Products manually or automatically from Junea NL.
- If an automatic order is chosen, the automatic order will be initiated if the inventory level of the Junea is too low. The standard lower limit of the inventory level for the automatic order is 30%. The Customer will receive the exact Products needed to refill the Junea up to 100% inventory (at the moment the signal is sent).
- If the Customer opts for manual order, the Customer can place the order through the Customer Portal.
- Under normal circumstances, the Products are shipped within 2 days to the address indicated by the Customer during the onboarding process. The address can be changed by Junea NL at the request of the Customer.
- Junea NL is not liable for delays in delivery times that arise during the transport of your order by the delivery service.
- The Products (snacks & drinks) within your order have a minimum shelf life of at least three months from the moment they leave the warehouse.
Article 12 – Refilling the Junea
- The Customer has the choice of refilling the Junea himself using the Junea Operator App (Self-service) (standard) or outsourcing the refilling of the Junea (Dedicated service).
- If the Customer opts for Self-service, the steps in the Junea Operator App must be followed.
- If the Customer chooses Dedicated service, the Customer must grant employees of Junea NL (or employees of the party to whom Junea NL has outsourced this) access to the Junea and provide the delivered Products to this employee within the established opening hours of the location where the Junea is placed.
Article 13 – Pricing policy
- The Customer chooses the Pricing Policy. The Customer communicates the choice of the type of pricing policy during the onboarding process to Junea NL. Subsequently, the Pricing Policy can be changed by Junea NL at the request of the Customer.
- The Pricing Policy that is chosen determines the selling price of the Product.
- The sales price of a product can never exceed the maximum sales price set by Junea for a product.
Article 14 – Use of operating software
- The Software has been developed for system and product management of Juneas and remote payments for the Juneas. With the exception of the operating software integrated in the Junea, access to the other components of the Software is offered online as Software-as-a-service (Saas). The integrated control software corresponds exclusively to the Software and can only be deployed in conjunction with the Saas components of the Software. The sale of the Junea does not include these Saas parts of the Software.
- If Customer no longer has access to the Saas components of the Software, it must also discontinue use of the integrated operating software.
- The Customer is not allowed to infringe the integrated control software. Among other things, it is not allowed:
- match third-party software applications with the integrated operating software;
- copy, distribute or share the operating software with third parties;
- use the source code and other IP rights;
- create a derivative version of the operating software.
Article 15 – Access to parts of the Software
- The Software has been developed for system and product management of Juneas and remote payments for the Juneas.
- Junea NL gives the Customer permission to use the Software. This permission is non-exclusive. This consent is also non-transferable, unless otherwise agreed in the Agreement.
- The Customer may only use the Software for the purposes as described in paragraph 1 of this Article. The Customer requires the prior consent of Junea NL if it wishes to use the Software for any other purpose.
- Junea NL will provide the Customer with an account with a password that gives the Customer access to the Software. The Customer is responsible for the confidentiality of its account information and passwords. The Customer is responsible and liable for all actions taken after logging in with the account information and password.
- In all cases, the Customer remains responsible for the use of the Software by the Consumer.
Article 16 – Use of the Software
- The Customer is responsible for the technical operation and maintenance of the internet connection, internal network and all other IT systems that are necessary according to our system requirements for the use of the Software.
- Junea NL reserves the right to block access to the Software for the Customer. Junea NL will do this if it reasonably suspects that the Software is being used in violation of the law or these general terms and conditions. Junea NL is not liable for any damage resulting from this towards the Customer. In addition, Junea NL reserves the right to attach other consequences to this use.
Article 17 – Availability and maintenance of the Software
- Junea NL will ensure that the Customer can use the Software during the term of the Agreement between Junea NL and the Customer. Junea NL will endeavor to make the Software available 24 hours a day, 7 days a week.
- The Software can be (partially) taken out of service for maintenance. In principle, maintenance is carried out outside office hours (09:00 – 17:00). The Customer will receive a notification from Junea NL two working days before the scheduled maintenance. Only in emergencies Junea NL will not send a notification.
- Junea NL reserves the right to change the Software and to change, remove or add certain features or functionalities of the Software.
- Junea NL does not warrant that the Software is error-free. The Customer will immediately inform Junea NL if the Software has a Malfunction, such as an error message or the failure of a functionality of the Software. The Customer can do this by e-mail ( firstname.lastname@example.org ) or via the contact form ( junea.nl/contact ) on the Junea NL website. Junea NL will then do its best to resolve the Outage as soon as possible.
Article 18 – Information about the Products
- Information about the products can be arranged in the Junea Back Office and is managed by Junea NL. The information about the products will, among other things, be visible in the Junea App with which the Consumer can buy the products.
Article 21 – Helpdesk and Incident Management
- Questions, incidents and any complaints from the Consumer always go through the Customer.
- Junea NL will make a helpdesk available to support the Customer.
- The helpdesk can be reached by phone from Monday to Friday from 9:00 AM to 5:00 PM on: +31 85 210 0829 or by email: email@example.com
- When a report is forwarded by the Customer to Junea NL, it will be provided with information about the complaint (description of the problem, machine number, time of malfunction or defect, contact details of the Customer’s contact person, location of the machine, any actions already taken), the established priority and possibly. a reference number. Junea NL must mention this reference in the invoice (if applicable).
- Junea NL will answer questions about the HW and SW and handle any complaints (Helpdesk). The malfunctions or defects in the HW and / or SW are registered, managed and remedied (Incident Management).
- The Customer will immediately notify Junea NL if there is a Malfunction or defect in the HW and / or SW. The parties understand the term ‘Outage’: all interruptions in the HW and / or SW and all events that make the HW and / or SW less useful (the Outage).
- The Customer reports an Outage or the defect by telephone. Junea NL will endeavor to process the Outage or defect as quickly as possible.
- Junea NL will send / give a substantive response within 8 hours (the Response Time) after receiving the notification of the Outage or the defect during office hours from Mon-Fri (9:00 AM – 5:00 PM):
- After receiving the notification of the Outage or the defect, Junea NL will resolve the Outage or the defect within the following period (to be calculated during office hours (9:00 AM – 5:00 PM from Mon-Fri)) (the Resolution time ): within 48 hours after Junea NL’s response to the customer’s fault report.
- The parties understand ‘solution’: any measure that resolves the Fault or defect permanently or temporarily. If Junea NL offers a temporary solution, Junea NL will endeavor to provide a definitive solution as soon as possible afterwards.
- Junea NL will immediately notify the Customer when the Fault or defect has been resolved. For the Resolution Time, the Fault or defect is resolved as soon as the Customer has been notified by email and / or telephone.
Article 22 – Third parties
Junea NL may have work (partly) carried out by third parties if it believes this is necessary for the proper performance of the Agreement. Articles 7: 404 BW (implementation by a specific person), Article 7: 407 paragraph 2 (joint and several liability) and 7: 409 BW (death of a specific person) do not apply.
Article 23 – Control
The Customer will provide Junea NL with all the cooperation it needs to be able to check whether the Customer complies with its obligations under the Agreement and the general terms and conditions.
Article 24 – Force majeure
Junea NL is not liable if it cannot comply with the Agreement and these terms and conditions with the Customer due to force majeure. If the force majeure lasts longer than 3 months, the Agreement can be terminated in writing. In that case there is no right to compensation.
Junea NL may send the Customer an invoice for the (not yet paid) period that the Customer has used the Software. The provisions of Article 27 of these general terms and conditions also apply.
If Junea NL has partially fulfilled its obligations and if the fulfilled part has an independent value, Junea NL may invoice the fulfilled part.
Article 25 – Liability
- Junea NL is not liable for damage, loss, claims of third parties, loss of data, fines or costs arising from an Agreement or from the use of the Juneas.
- Junea NL is not liable for damage that has arisen because Junea NL relied on (incorrect or incomplete) information provided by the Customer.
- Junea NL is not liable for damage caused by improper use of the Software.
- Junea NL is only liable for direct damage to the Customer, which is directly and exclusively the result of a shortcoming on the part of Junea NL.
- Junea NL will perform the Service to the best of its ability. Junea NL is not liable for any damage whatsoever arising from this condition or arising from a shortcoming in the implementation thereof. Junea NL is not liable for the consequences of (possible) inaccuracies with regard to the Service.
- Junea NL undertakes to ensure careful storage of the data originating from the Customer. Junea NL is not liable for damage or loss of data stored with it or with third parties.
- The Customer indemnifies Junea NL against all claims from others due to the data that the Customer has stored, collected or processed in the Software. Junea NL is not liable for the content of the Data that the Customer has stored, collected or processed in the Software.
- In all cases, Junea NL’s liability is limited to the amount that Junea NL’s insurer pays out.
Article 26 – Indemnity
- The Customer indemnifies Junea NL against any claims from third parties who suffer damage as a result of the performance of the Agreement and the cause of which cannot be attributed to Junea NL.
- If third parties sue Junea NL, the Customer will assist Junea NL both extrajudicially and in court and do everything that may be expected of her in that case.
- If the Customer does not take measures, Junea NL may do so itself. All costs and damage incurred by Junea NL as a result are entirely at the expense and risk of the Customer.
Article 27 – Limitation period
The limitation period for all claims and defenses against Junea NL is one year.
Article 28 – Confidentiality
- Unless there is a legal or professional duty to disclose, the Parties will keep all confidential information from each other confidential from third parties. These are all information that is not public and all information that has a confidential character or that has been designated as confidential by the Parties.
- The parties will not use the information they have received from each other for a purpose other than that for which it was obtained (except if the Parties are involved in proceedings where these documents may be relevant). This means, among other things, but not exclusively, that the Parties may not use the confidential information themselves or give it to third parties, may not copy it or reproduce it for their own purposes.
Article 29 – Intellectual property
Unless otherwise agreed in writing, Junea NL holds all intellectual property rights to the delivered Junea self-service devices, plans, documents, images, drawings, software, creations and the related information. This also applies if costs have been charged for this or if improvements have been made later to the Junea self-service devices and / or the Software.
Article 30 – Data processing
- Junea NL may assume that the information and data provided by the Customer are correct and complete (such as, among other things, the information that the Customer has indicated during the onboarding process and in the Junea Customer Portal).
- The Customer hereby authorizes Junea NL to have access to all data that the Customer collects and processes in the Software.
Article 31 – Invalidity
If part of the general terms and conditions and / or the Agreement is void or voidable, this will not affect the validity of the rest of the general terms and conditions and / or the Agreement. The void or voided part will be replaced by a provision that follows the content of the void provision as closely as possible.
Article 32 – Conflicting Clause
In the event that the general terms and conditions and the Agreement contain conflicting provisions, the provisions included in the Agreement will apply.
Article 33- Applicable law
Article 34 – Competent court
Court of Central Netherlands.