Terms and Conditions
TERMS AND CONDITIONS FOR THE BEAM COMMERCIAL PROMOTER
1. Welcome
These are the Terms and Conditions that regulate the relationship between Beam and the Commercial Promoters who are dedicated to listing and installing Beam in third-party commercial establishments (hereinafter only Promoter or Promoters), under a plan.
These Terms and Conditions apply to all persons, whether individuals or companies, who are Promoters and wish to execute the plan.
In order to join and execute the plan, recruit third-party commercial establishments and install Beam in them, the Promoter must accept these Terms and Conditions. Therefore, we recommend that Promoters read these Terms and Conditions carefully before accepting.
2. About Beam
Beam is an application for merchants and simultaneously an application for users, created to digitize the retail sector. The platform and the application complement each other and bring advantages to retailers and users. You can find more information about Beam on our websites.
3. Definitions
In these Terms and Conditions, the following terms have the following meanings:
a) Beam: means the Beam platform, or the Beam smartphone application, or the company GBC S.A., or another company that is affiliated with GBC S.A., or any person who works for Beam, or any person who is authorized to act on Beam's behalf;
b) Promoter: is the individual or company that, after entering into an agreement with Beam, is dedicated to attracting and installing Beam in third-party commercial establishments;
c) Plan: is the pre-prepared option chosen by the Promoter, where the conditions of cost, price, quantity, goals, objectives, rewards and others are set, which will regulate the commercial relationship between the Promoter and Beam;
d) Beam User: is the individual who has installed the Beam application on their smartphone and who makes payments for purchases or services at a participating commercial establishment through the Beam application;
e) Beam Platform: is a digital marketing and loyalty platform created and developed by Beam, through which participating merchants can promote their products and services, launch campaigns and accept digital payments made from users' smartphones;
f) Beam App: is a smartphone application created and developed by Beam, which works as a digital wallet and allows you to make digital payments using your smartphone, through a closed-loop authentication method;
g) Beam Terminal: is the hardware (with Bluetooth, NFC, or other technology) and Beam software that is provided to the merchant when he joins and installs the Beam platform in his commercial establishment and that functions as a point of sale terminal, which allows him to accept payments made through the Beam application;
h) Beam Transaction: is any transaction carried out by a Beam user, in a commercial establishment that adheres to the Beam platform.
i) Agreement: is the understanding between Beam and the Promoter, regulated by these Terms and Conditions.
4. Object
By accepting these Terms and Conditions, the Promoter undertakes to carry out commercial promotion services on Beam, in accordance with the plan chosen.
The plan's services are intended to attract commercial establishments that install the Beam platform and attract users to the Beam smartphone app.
5. Nature
The Promoter understands and accepts that he/she will act independently, with no relationship of subordination, employment, partnership or other between the Promoter and Beam. Nothing in these Terms and Conditions shall be construed as creating an employment relationship or employment between the parties.
6. Adhesion
The Promoter understands and accepts that the adhesion of a commercial establishment to the Beam platform can only be done through the conclusion of an agreement between Beam and the owner of the commercial establishment.
Any other agreement that someone other than Beam, including the Promoter, makes with the business owner will not be considered a membership to the Beam platform.
7. Services
The commercial promotion services that the Promoter is obliged to carry out, referred to in these Terms and Conditions, include the following actions:
a) Approach, presentation and clarification about the Beam platform and the Beam application for traders and users;
b) Installation of the Beam platform in participating commercial establishments;
c) Monitoring and tracking of commercial establishments adhering to the Beam platform;
d) Any other marketing actions aimed at increasing the number of commercial establishments adhering to the Beam platform and the number of users of the Beam application.
8. Obligations
When performing commercial promotion services, the Promoter is obliged to:
a) Respect Beam's instructions regarding the services provided for in these Terms and Conditions;
b) Collect all the information and documents that Beam requests, necessary for commercial establishments to join the Beam platform;
c) Send Beam a written report every Friday, indicating the commercial establishments you approached during that week and the final result of that approach;
d) Sell Beam terminals to commercial establishments that wish to join the Beam platform, within a maximum period of 9 months after purchasing them;
e) Immediately notify Beam of any situation that prevents the commercial promotion services provided for in these Terms and Conditions from being carried out;
f) Immediately notify Beam of any problem or complaint from participating merchants related to the Beam platform, or any abusive use of the Beam platform of which you become aware.
9. Marketing Content
When performing the commercial promotion services, the Promoter may only use the marketing materials and content that Beam has previously provided to it.
The Promoter may only create and use its own marketing materials and content on Beam if Beam gives it prior written authorization to do so.
10. Training
Periodically, whenever Beam deems it necessary, we will provide training on the Beam platform and the Beam application to the Promoter, who is obliged to attend the training with zeal and diligence and to make the most of the training.
Beam may decide that the Promoter’s failure to attend training leads to the termination of this agreement. If this happens, the Promoter will cease to be a Promoter and will not be entitled to any compensation.
11. Plans
The acquisition of third-party commercial establishments and the installation of Beam in them will follow a plan agreed between Beam and the Promoter.
There are several different plans. The Promoter may start by executing one plan, complete the plan, and then start executing another plan.
The goals and results that the Promoter must achieve to complete the plan are set out in the plan itself.
The Promoter's membership in the plan is subject to payment of the commitment amount. The commitment amount is defined in the plan and differs depending on the plan.
Payment of the commitment amount gives the Promoter the right to receive the essential training for his/her Promoter activity, the Beam license for exercising the Promoter activity, the marketing content about Beam that the Promoter must use in exercising his/her activity, a certain quantity of Beam terminals for sale and installation in commercial establishments and all the technical support and assistance that the Promoter needs, all under the terms set out in these Terms and Conditions.
The Promoter understands and accepts that he/she cannot sell the terminals delivered to him/her for a price higher than that indicated by Beam.
12. Installation Reward
For a retailer to have the Beam platform in their commercial establishment and thus launch digital marketing campaigns and accept electronic payments from users, they need to purchase one or more Beam terminals.
As a reward for the execution of the commercial promotion services provided for in these Terms and Conditions, Beam agrees to provide Beam terminals to the Promoter, at a specially reduced price.
The Promoter will then have to sell the Beam terminals, at a higher price, to merchants who want to join the Beam platform and install the Beam platform in their commercial establishments.
The difference between the two prices belongs to the Promoter and constitutes their reward for installation.
Beam terminals can be Near Fiel Communication (“NFC”) technology or Bluetooth technology.
The conditions for the transfer of terminals to the Developer, the sale price of each terminal to traders, the minimum number of terminals that the Developer can request and the technology of the terminals are in the plan that the Developer signs with Beam.
The Promoter understands and accepts that, after receiving the Beam terminals, it has a period of 9 months to sell the terminals to commercial establishments that wish to join the Beam platform.
The Promoter understands and accepts that he/she cannot sell the terminals delivered to him/her for a price higher than that indicated by Beam.
13. Risk
After delivery of the Beam terminals to the Promoter, the Promoter assumes full responsibility for the possession, custody, conservation, storage, handling, transportation and sale of the terminals to traders, including losses, theft or damage.
The Promoter undertakes to adopt all reasonable and appropriate measures to ensure the physical and functional integrity of the Beam terminals, as well as to prevent their loss, theft, misplacement, deterioration, misuse, improper use, accidental damage or destruction.
Beam considers its obligation to deliver the terminals to be completed at the time they are made available to the Promoter or to the person or entity indicated by it, whether in person, by carrier, or by other means agreed between the parties. From that moment onwards, all risks associated with the terminals will be borne by the Promoter, including, but not limited to:
a) Total or partial loss of terminals;
b) Theft or robbery;
c) Damage caused by inadequate transportation or improper storage;
d) Improper or negligent use of equipment;
e) Losses during sale or delivery to traders.
Beam shall not, under any circumstances, be liable for any cost, loss, misplacement, loss or damage relating to Beam terminals after their delivery to the Promoter, regardless of the nature of the incident.
The Promoter acknowledges that, in the event of loss, damage or misplacement of the terminals, he/she will not be entitled to any free replacement, refund of the amount paid, reimbursement, compensation or indemnity from Beam.
If the Promoter chooses to take out insurance to cover risks relating to the terminals, this decision will be his/her sole responsibility and at his/her sole expense.
14. Active Establishment Reward
In addition to the installation reward, Beam will pay the Promoter, monthly and for the duration of the agreement, as a reward for the execution of the commercial promotion services, a certain amount for each active commercial establishment that the Promoter has attracted to the Beam platform.
For this purpose:
a) A commercial establishment will be considered “active” if it accepts, each month, a minimum of 40 (forty) payments made through the Beam application. To prevent abuse and violation of good faith rules, payments made through the Beam application that are worth less than €5.00 (five euros) will not be counted;
b) The commercial establishment is considered to have been “recruited” by the Promoter when, cumulatively: i) The Promoter introduced the Beam platform to the owner of the commercial establishment; ii) The commercial establishment has joined the Beam platform, entering into the respective contract with Beam; and iii) The Promoter monitored and supported the installation of the Beam terminal and platform in the commercial establishment.
The amount for each active merchant that the Promoter has raised for the Beam platform depends on the total number of active merchants that this Promoter has raised for the Beam platform, according to the chosen plan.
Payment of this reward will be made by bank transfer, to the Promoter's bank account, within a maximum period of 30 (thirty) days after the end of the month in which the commercial establishment, or establishments, captured were considered active, in accordance with the criteria established herein. The cost of bank transfers will be borne by the Promoter, who will have to issue the invoice and send the receipt to Beam.
The reward for active establishment is only due while the agreement between the Promoter and Beam is in force. The duration of the agreement is as set out in these Terms and Conditions.
15. Exclusions
The Promoter You understand and accept that for the execution of the commercial promotion services you will not be entitled to any other reward, compensation, consideration, indemnity, or right, other than the rewards provided for in these Terms and Conditions.
The Promoter You understand and accept that you will only be entitled to any of the rewards provided for in these Terms and Conditions if you comply with all the requirements that are provided for the attribution of each of the rewards.
16. Expenses and Allowances
Unless otherwise agreed in writing, Beam is not responsible for paying any expenses and/or allowances to the Promoter.
17. Taxes
Each party is responsible for paying its own taxes.
18. Legal Capacity
It is the Promoter's sole responsibility to ensure that it meets the legal requirements to comply with these Terms and Conditions, namely the rules, standards, laws and regulations applicable to its jurisdiction.
In the event that the Promoter fails to meet the legal conditions to comply with these Terms and Conditions, Beam may terminate the agreement immediately, without the Promoter being entitled to receive any compensation.
19. Liability
The Promoter acknowledges and accepts that he/she will be solely and exclusively responsible, before Beam and any third parties, for all acts or omissions that he/she carries out in connection with the execution of the commercial promotion services provided for in these Terms and Conditions.
The Promoter undertakes to act with diligence, professionalism, good faith and in accordance with the instructions provided by Beam, assuming full responsibility for:
a) Any incorrect, incomplete, misleading or unauthorized information you provide to merchants, users or third parties;
b) Any sales, installation, support or representation actions carried out without Beam's consent;
c) Damages caused to third parties due to negligence, imprudence or lack of skill in the execution of services;
d) Improper, unauthorized or fraudulent use of materials, software, equipment, data or content provided by Beam;
e) Any legal or regulatory violation arising from your performance as a Promoter, including, but not limited to, tax, commercial, data protection or intellectual property violations.
If any claim, legal or extrajudicial action or administrative procedure is brought against Beam due to acts or omissions of the Promoter, it undertakes to:
a) Fully indemnify Beam for all losses, damages, costs, expenses, legal fees and court orders eventually incurred;
b) Fully cooperate with Beam in the defense of such claims or actions by promptly providing all necessary information, documents and support.
The liability now assumed by the Promoter remains in force even after the termination of the agreement, as long as possible legal effects resulting from acts carried out during its validity remain.
20. Verification
Beam reserves the right to verify the veracity of the information provided by the Developer, as well as to audit, at any time, the data relating to the installations carried out by the Developer, upon request for documentation or direct contact with the store owners.
In the event that the Promoter has provided false information to Beam, Beam may terminate the agreement immediately, without the Promoter being entitled to receive any compensation.
21. Intellectual Property
The Promoter understands and accepts that any application, platform, software, material, content, or other intellectual creation delivered to it or to which it is given access by Beam in connection with these Terms and Conditions is the intellectual property of Beam.
The Promoter understands and accepts that it has no rights whatsoever in any application, platform, software, material, content, or other intellectual creation delivered to it or to which it is given access by Beam in connection with these Terms and Conditions.
Consequently, the Promoter is not entitled to any compensation or indemnity related to that application, platform, software, material, content, or other intellectual creation.
22. Non-Competition
The Promoter undertakes, throughout the term of this agreement and for an additional period of 12 (twelve) months after its termination, regardless of the reason for its termination, not to develop, promote, represent, market, install or provide any type of direct or indirect support to any application, platform, service or technological solution that, due to its functionalities, objectives or business model, is a competitor of Beam or has functionalities substantially similar to those of Beam.
Substantially similar functionalities are considered to be those involving, among others, digital payments through mobile devices, digital marketing for retail, loyalty programs, issuing of vouchers, cashback, points, or any digital incentive mechanism based on consumer behavior.
This duty of non-competition applies both to acting on one's own behalf and on behalf of third parties, including the formation of companies, participation in companies, provision of services as a dependent or independent worker, consultant, or through any other form of professional collaboration.
The Promoter understands and accepts that failure to comply with this clause:
a) It is a serious and material breach of these Terms and Conditions, entitling Beam to terminate the agreement immediately and without any obligation to compensate;
b) May cause significant losses to Beam, so that the Promoter undertakes to indemnify Beam for all consequential damages, lost profits, costs and expenses, including legal fees and court expenses, arising from such default;
c) Gives Beam the right to seek appropriate legal remedies to stop the competing conduct, including seeking a restraining order or injunctive relief.
The duty of non-competition remains in force even after the termination of the agreement, for as long as the 12 (twelve) month period stipulated herein continues.
23. Duration
The agreement between Beam and the Promoter has the duration set out in the plan entered into between them, starting on the day the plan is entered into.
24. Term
Either party may freely terminate the agreement by sending a statement to the other party 30 (thirty) days in advance of the intended date for the end of the agreement.
25. Breach
The Promoter understands and accepts that engaging in any of the following behaviors constitutes a material breach of these Terms and Conditions:
a) Carry out any acts that are likely to harm Beam’s good name and image;
b) Enter into any contracts, agreements and business with merchants, users, or third parties, claiming to act on Beam's behalf, or on Beam's orders, without being authorized to do so;
c) Sell or attempt to sell Beam terminals for a price higher than that contained in these Terms and Conditions or indicated to you by Beam;
d) Not to sell Beam terminals to commercial establishments that wish to join the Beam platform, within a maximum period of 9 months after purchasing them from Beam;
e) Enter into the agreement, accepting these Terms and Conditions, without having the legal conditions to do so;
f) Modify, reproduce, replace, tamper with, sabotage or attempt to make any unauthorized changes to Beam terminals, including the Beam software installed on them;
g) Failure to comply with any of its obligations set forth in these Terms and Conditions;
h) Perform any other acts that are likely to harm Beam, merchants, users, or the purposes, objectives or effects set out in these Terms and Conditions.
The existence of material non-compliance by the Promoter allows Beam to terminate the agreement immediately, by sending a statement to the other Party.
Termination of the agreement due to material non-compliance by the Promoter also entails the loss of the right to the rewards provided for in these Terms and Conditions.
The Promoter understands and accepts that the termination of the agreement caused by its material breach does not entitle it to any compensation or indemnity.
The Promoter understands and accepts that its material breach is likely to cause damage and loss to Beam. If this happens, the Promoter agrees to be obliged to indemnify Beam for the damage and loss that its material breach has caused.
26. Force Majeure
Neither party shall be deemed to be in default, nor shall it be liable for any loss, damage or delay in the performance of any obligation under these Terms and Conditions where such default, failure or delay results from force majeure, that is, from events or circumstances beyond the reasonable control of the affected party.
The following are examples (non-exhaustive) of force majeure:
a) Natural disasters (such as floods, earthquakes, hurricanes or fires);
b) Wars, acts of terrorism, civil conflicts or public disturbances;
c) Pandemics, epidemics or officially declared public health emergencies;
d) Strikes, work stoppages or blockades affecting relevant sectors;
e) Interruptions in the supply of electricity, internet services, telecommunications, transport or other essential infrastructure;
f) Government decisions, legal measures, sanctions, embargoes, or administrative restrictions that prevent the execution of these Terms and Conditions;
g) Any other events of a similar nature, which are unpredictable, unavoidable and beyond the control of the parties.
The party that is prevented from fulfilling its obligations due to force majeure must:
a) Notify the other party in writing within a maximum period of 5 (five) business days after the occurrence of the event, indicating the nature, estimated duration and impact of the event on the contractual obligations;
b) Make all reasonable efforts to mitigate the effects of the force majeure event and resume the performance of its obligations as soon as possible.
If the force majeure situation lasts for a period exceeding 30 (thirty) consecutive days, either party may terminate the agreement by means of written notice to the other party, without this giving rise to any right to compensation or penalty for either party.
27. Personal Data
The Promoter undertakes to fully respect all applicable national and international legislation regarding the protection of personal data, including, but not limited to, the General Data Protection Regulation (GDPR - Regulation (EU) 2016/679), where applicable.
In carrying out its functions under these Terms and Conditions, the Promoter may have access to personal data of merchants, users or third parties, such as names, tax identification numbers, telephone contacts, email addresses, or other identifiable data. In such cases, the Promoter expressly undertakes to:
a) Use personal data exclusively for the purposes strictly necessary for the execution of the commercial promotion services provided for in these Terms and Conditions;
b) Ensure that personal data is processed lawfully, fairly and transparently, ensuring its confidentiality, integrity and security;
c) Refrain from disclosing, transferring, selling or otherwise communicating personal data to third parties, except with the express authorization of the data subject or when expressly required by law;
d) Implement appropriate technical and organizational measures to protect personal data against unauthorized access, accidental or unlawful destruction, loss, alteration, or any form of unlawful processing;
e) Immediately inform Beam in writing of any incident of personal data breach, including any unauthorized access, disclosure, destruction or loss
The Promoter acknowledges and accepts that it acts autonomously and independently in the execution of services, and is solely and exclusively responsible for any damages, losses, fines or sanctions resulting from improper, illegal or unauthorized processing of personal data carried out by it.
Beam will not, under any circumstances, be held responsible for any infringement, violation or misuse of personal data committed by the Promoter, even when carrying out the activities provided for in these Terms and Conditions.
The Promoter also undertakes to fully indemnify Beam for any damages, costs, sanctions or liabilities that Beam may suffer as a result of the Promoter's failure to comply with the obligations of protection and confidentiality of personal data provided for herein.
This obligation to protect and maintain confidentiality of personal data remains in force even after the termination of the agreement.
28. Email Account
Beam may decide to assign the Promoter a Beam email account.
If this happens, the Promoter must begin using that Beam email account to communicate with Beam, merchants, users and third parties, as well as to perform the other commercial promotion services referred to in these Terms and Conditions.
29. Communications
All communications between the parties must be in writing and sent by email to the addresses of the parties.
30. Confidentiality
The Promoter You understand and accept that you must keep strictly confidential and may not transmit to any third party any and all technical information acquired in any form under this agreement, including that relating to Beam's business, products, customers, strategies, marketing plans, programs, websites, services, platforms, email accounts, bank accounts, codes, models, plans, applications, software and statistical and financial data, except to the extent that this is necessary for the Promoter to perform the commercial promotion services.
The obligation of confidentiality will remain even after the end of the agreement.
31. Assignment of Position
The Promoter may not transfer its contractual position in the agreement to a third party.
32. Language
In the event of any conflict between the English version of these Terms and Conditions and any translation, the English version shall prevail.
33. Applicable Law
Any dispute between Beam and the Promoter relating to these Terms and Conditions and/or the agreement arising from them shall be resolved under the laws of Hong Kong.
34. Competent Court
For the resolution of any dispute between Beam and the Promoter relating to these Terms and Conditions and/or the agreement resulting from them, the courts of Hong Kong shall have jurisdiction.
35. Updates
We may occasionally need to revise these Terms and Conditions. When this happens, the new version will come into effect on the date of its publication.
If, after the publication of the new version, the Promoter does not communicate the termination of the agreement, it will be agreeing to the new version of the Terms and Conditions, being bound by the obligations set out therein.
If the Promoter reports the termination of the agreement, the Terms and Conditions will no longer apply to him.
Any changes and/or updates to these Terms and Conditions will only be valid if made by Beam and published on its official website.
36. Acceptance
The Promoter is deemed to have accepted these Terms and Conditions if he/she confirms his/her agreement with them by ticking the respective box on our website.