Conditions générales Mobile locker

Last update: [04/07/2023]

• Definitions

“Agreement” means the contract for the supply of Goods and/or Services by ML to the Customer, as set forth in these GTC, and, to the extent relevant, the master agreement between the Customer and ML, the order signed by the Customer and by ML, as well as any other documents incorporated by reference.

« Informations confidentielles » : toutes les informations non connues du public et non évidentes, qui appartiennent ou se rapportent aux activités, à la valeur ou aux actifs d’une partie, telles que, sans limitation : la stratégie ; les produits, services ou marchés en cours de développement ; le savoir-faire ; la R&D ; les secrets commerciaux ; les logiciels et leurs composants ; les prix, les coûts et autres informations ou projections financières ; les portefeuilles de clients et de fournisseurs ; les opportunités commerciales, les plans et les modèles ; les conditions de tout accord entre ML et le client.

“Customer” means the person, company, firm or organization which places an order for Goods and/or Services with ML.

“Force Majeure” means any event which (i) was unforeseeable, unavoidable, and caused by an external force, and (ii) renders the performance of the obligations under the Agreement impossible; such events may include, without being limited to, storms, earthquakes, acts of terrorism, strikes, failures of public utilities, destruction of goods due to machine breakage, fire, strikes, internet-, electric-, software or telecommunications disorders, constraints of legislation or public order, unavoidable failures by suppliers, and errors or delays caused by third parties.

“Goods” means the goods to be provided by ML to the Customer, as agreed between the Parties.

“GTC” means these general terms and conditions, as amended from time to time.

“IP Elements” means all intellectual property elements of ML’s goods and services, including their structure, software, design, graphics, source or object code, methodology, technical and know-how materials, trademarks, copyrights, databases, and any other original feature, know-how or content.

“Lease” means the lease of Goods and provision of Services by ML to the Customer for a specified period of time, without transfer of ownership, against payment of a fee by the Customer.

“ML” means Mobile Locker NV, a limited liability company with registered seat at Nijverheidsstraat 94, 2160 Wommelgem, Belgium.

« Party” means either ML or the Customer and “Parties” means both ML and the Customer.

“Provision” means the temporary supply of Goods and provision of Services by ML to the Customer, without transfer of ownership, against payment of a rental fee by the B2C users to ML and, in return, payment of a commission by ML to the Customer.

“Sale” means the sale of Goods and provision of Services by ML to the Customer, involving a transfer of ownership by ML against payment of a purchase price by the Customer.

“Services” means the services to be provided by ML to the Customer, as agreed between the Parties.

• Scope of application

• All operations, services and agreements of, or with, ML are subject to these GTC. Any deviation from these GTC shall only be valid if they have been agreed in writing between the parties. Any other conditions, including the Customer’s general terms, shall not apply.

• ML has the right to amend these GTC at any time. The latest version shall be published on ML’s website and shall automatically and immediately apply, even in the absence of notification to the Customer.

• The absence of exercise by a Party of its rights under the GTC does not imply that such Party waives any of its rights hereunder.

• Offers and prices

• Any price offer made by ML is based on the assumptions that all Goods and/or Services will be delivered under normal conditions and that all the operations can be carried out as usual, unless the Customer has indicated in detail, in advance and in writing, that special requirements or circumstances will apply.

• Unless otherwise agreed in writing, prices stated in ML’s offer shall be valid for a period of thirty (30) calendar days starting on the calendar day following the date of submission of the offer.

• ML is entitled to proportionally adjust its price offer, before or after acceptance of the offer by the Customer, in case of (i) changes of wages, social benefits or charges, (ii) price fluctuations of raw or other materials, (iii) currency changes and index fluctuations, and (iv) any other circumstances which were unforeseeable at the time of the price offer or of its acceptance by the Customer.

• The Agreement between ML and the Customer shall be validly concluded as from the written confirmation by ML of the Customer’s order within three (3) business days of the receipt of such order.

• Prices are (i) in the currency stated in the offer, (ii) exclusive of costs for utility supplies (such as water, electricity, internet, fuels), (iii) exclusive of all taxes, e.g., VAT, and all costs, duties and fees, including customs, delivery, transport, installation, training and support costs, if any, unless otherwise agreed in writing by the Parties.

• Invoicing

• All invoices of ML are shall be deemed to have been accepted by the Customer in the absence of written claim within seven (7) calendar days after the invoice date.

• Invoices are payable within thirty (30) calendar days from the date of the invoice. In the event of late payment by a Customer, (a) ML shall be entitled to withhold further due and confirmed deliveries until the outstanding claims are settled, (b) it shall automatically and without prior notice give rise to an interest of 10% per year and a lump sum compensation of 10% of the outstanding amount, and (c) all other invoices previously sent to such Customer become immediately due and payable.

• The Customer is prohibited from offsetting its debts and claims under the Agreement with ML, even if obligations are reciprocal and arise from the same Agreement or order, unless ML has given its prior written consent.

• In case of late or absence of payment of an invoice, ML reserves the right, without prior notice, to suspend the execution of the Agreement or to terminate the Agreement.

• If the Customer terminates the Agreement, (a) ML shall be under no obligation to reimburse any amounts already received, (b) any amounts already invoiced by ML will become immediately due and payable, and (c) in case of a Sale, ML will be entitled to a lump sum compensation due by the Customer equal to 80% of the value of the Goods (after deduction of any amounts already paid by the Customer), subject to any increase if ML can establish that it suffered a higher loss.

• Delivery

• Delivery is made at the location specified by the Customer to the extent lawful and logistically possible, except in the event of Sale, where the Customer will retrieve the Goods at the establishment of ML. By default, the delivery times communicated by ML are indicative and do not constitute a formal commitment to deliver on the date and time indicated.

• When the Goods are delivered to the Customer, the absence of claim or comment by the Customer within twenty-four (24) hours upon receipt, constitutes proof of receipt of the Goods in perfect and properly functioning condition.

• The Customer undertakes to provide, in due time, all the information useful or necessary to ML for a proper delivery at the specified location, and shall ensure that ML has access to such location by usual means of transport for the delivery and, where applicable, for the collection of the Goods.

• Delivery times will be extended for a reasonable period when an event occurs which is beyond ML’s control, such as, without limitation, a Force Majeure event (this being without prejudice to ML’s rights under Clause 9.1 below), natural events, mobilization orders, epidemics, accidents, major disruptions in ML or the customer, strikes or labor disputes or administrative measures.

• Terms and conditions applicable in the event of Lease and Provision

• The Customer is liable for any damage, loss or theft of the goods during the Lease or Provision period, regardless of the cause.

• In the event of loss or theft, the amount of the compensation due by the Customer to ML will be equal to 85 % of the purchase price of the relevant Goods.

• In the event of Lease, the Customer is fully responsible for the Goods, and will ensure appropriate management and insurance coverage for any damage to the Goods as well as third-party damages.

• The Customer is not allowed to sublet, lease, lend out or otherwise release the Goods to third parties, except with the prior written consent of ML.

• The Customer is deemed to have given the order for collection of the Goods by ML at the expiry of the Lease or Provision period.

• Terms and conditions applicable in the event of Sale

• The price for the Goods is payable as follows: (a) at the time of acceptance of the price offer, an amount equal to 50% of the total price; (b) at the beginning of the Goods production, an amount equal to 40% of the total price; and (c) at the time of collection of the Goods or before transportation, 10% of the total price. The Customer will receive a separate invoice for each payment due. Ex Work (EXW) Incoterms shall apply.

• Any Goods delivered shall remain the property of ML until full payment of the purchase price plus any interest and costs. The risk shall pass to the Customer at the time where the goods leave the warehouses or offices of ML.

• Transport and other ancillary costs are always borne by the Customer, unless otherwise agreed in writing.

• The Customer shall inspect the Goods immediately upon collection or delivery. Any claim for non-conformity and visible defects will only be valid if made by registered letter within twenty-four (24) hours after collection or delivery.

• Any claim for hidden defect shall be made by the Customer by registered letter within one week after the discovery of such hidden defect.

• Unless otherwise provided for under applicable law or otherwise agreed by the Parties in writing, the duration of the warranty is limited to twelve (12) months from the collection or delivery of the goods. In respect of Goods produced by third parties, the warranty is always limited to the warranty provided by the manufacturer. The warranty covers only the parts and materials, and does not include working hours. The warranty does not apply if the defect is caused by improper use of the Goods or if the Customer or third parties have made any changes to the Goods.

• Except in case of hidden defects, ML shall not accept any return of Goods, shall not cancel any orders placed and shall not exchange any Goods at the request of the Customer.

• Liability

• In case of breaches of contract, ML can only be held liable for any damage which is the direct result of proven breaches of contractual obligations which are exclusively attributable to ML’s intentional actions or omissions.

• ML shall not be liable, whether for contractual breaches or under tort liability, for any consequential damages or loss of profits, anticipated savings or productivity gains or loss of revenue.

• In any event, ML’s liability for any damage is limited, all causes combined, to a maximum overall amount equal to the price paid by the Customer for the relevant goods, regardless of the legal basis, except in the event of fraud or gross negligence by ML. This limitation of liability applies also if ML has been informed of the possibility of the damage occurring. The Customer undertakes to minimize any damages recoverable from ML by taking any appropriate measures.

• Any claim for damages should be made by the Customer to ML by written notification within twenty-four (24) hours of the occurrence of the damage.

• The Customer undertakes to indemnify and hold harmless ML for all loss that ML could suffer as a result of third party claims which are related to Goods or Services supplied by ML, including, without limitation: (i) claims by third parties where the Customer’s liability is excluded, including, but not limited to, cases of theft or loss of any third party’s property, item or belonging, (ii) claims by third parties, including employees of the Customer, suffering injury as a result of wrongful act on the part of the staff of ML that is made available to the Customer and/or working under its supervision or directions, (iii) claims by third parties suffering a loss resulting from a defect in the Goods supplied or Services provided by ML and used by the Customer, as the case may be when the Goods have been amended or supplemented with the Customer’s own products or services.

• Force Majeure

• In the event of a Force Majeure, ML has the right to terminate the agreement, in whole or in part, without any compensation being due.

• In case of termination by ML for Force Majeure, ML shall have the right to invoice any Goods and/or Services delivered or deliverable under the Agreement.

• Intellectual property

• All IP Elements are protected by intellectual property laws. IP Elements are the exclusive property or right of ML.

• ML grants a limited and non-exclusive licence to the Customer on specific IP Elements, depending on whether it is a Sale or Lease, subject to ML’s instructions for use and to fulfilling all provisions under these GTC. Licensing comes with royalties due by the Customer to ML. Access to or use of the Goods and Services cannot be considered as an assignment or a license agreement in any way.

• It is strictly prohibited to access or use for other purposes, to copy, reproduce, disclose, modify, extract, decompile, reverse engineer, share, sell, any or all parts of the IP Elements, unless explicitly authorised or licensed by ML to the Customer.

• Upon termination of the Agreement or business relation between the Parties, each Party shall return and/or destroy all Confidential Information of the other Party, as well as ensure that third party recipients do so, too. Should a Party have a legal duty to retain certain records (e.g., for tax purposes), it shall scope what Confidential Information is really relevant and tailored to that purpose and inform the other party before doing so.

• Inability

In the event of bankruptcy, judicial request for reorganisation or winding up of the Customer, or any other circumstances that would affect the solvency of the Customer, ML has the right to immediately terminate or dissolve the Agreement, without prior notice and compensation, and to demand immediate payment of any invoice or return of any Goods already delivered.

• Compliance and integrity

• Both Parties commit to comply with all applicable laws and to have all permits and authorisations to perform their activities as contemplated under the Agreement.

• Both Parties commit to the highest standards of business integrity, including, without limitation, the avoidance and refusal to enter into any transaction or behaviour that may amount to corruption, bribery, extortion, money laundering, breaches of personal data or trade secrets, unfair or restricted competition, illicit trade, fraud, breaches of economic sanctions or embargoes, or violations of physical or intellectual property. The Customer acknowledges, in particular, that it has read and commits ML’s Responsible Business Charter. Both Parties engage to support and maximise the protection of the environment and the satisfaction of consumers in the implementation of their Agreement, and to encourage their suppliers and customers to do so, too.

• ML reserves the right reasonably to audit the Customer’s compliance and integrity, to which the Customer shall contribute. Should the Customer identify any compliance or integrity risk or breach, it shall take all measures to stop it and remedy it with no delay. In case of residuary risk or breach, the Customer shall inform ML proactively and immediately upon such knowledge.

• The Customer undertakes to comply with export control regulations, and to apply at its own expense, for all necessary licences, authorisations or other documents before exporting products or goods from ML.

• Confidential information

• For the performance of these GTC or the Agreement, each Party may have access to Confidential Information from or about the other Party. The receiving Party shall at all times protect and restrict access to such Confidential Information.

• The recipient Party is prohibited from using the other Party’s Confidential Information for other purposes, as well as from e.g., disclosing, sharing, publishing, reproducing, assigning, selling or altering such Confidential Information.

• If sharing externally with third parties of Confidential Information is necessary to perform under these GTC or the Agreement, the sharing Party shall seek first the prior express consent from the other party, clearly label such information as confidential, monitor and keep the other party informed of who else has such information. Sharing internally, i.e., within the recipient’s own organisation, is subject to what is strictly necessary, and all reasonable precautions must be taken to ensure the chain of confidentiality.

• Protection of personal data

Each Party may process personal data relating to the other Party’s employees for purposes of managing the business relationship between the Parties. In that regard, each Party acts as a controller and shall comply with applicable personal data protection laws (especially the General Data Protection Regulation or GDPR).When the Customer is not an individual, it represents and warrants that the Information Notice attached in Appendix 1 will be provided to its employees in contact with ML.

ML processes the personal data of the end-users of the Goods or Services in its quality of data controller in accordance with its privacy policy set out in Appendix 2, which is applicable when the Customer is an individual using ML’s Goods or Services as an end-user as well.

• Severability

If any provision of these GTC or of the Agreement is declared unlawful, unenforceable or void by a court, all other provisions shall remain in full force and validity. In addition, the Parties will where relevant seek to agree on any amendment necessary to ensure the validity and enforceability of any provision while preserving its purpose.

• Applicable law and jurisdiction

The contractual relationship between ML and the Customer is governed by Belgian Law without regard to conflict of law principles. Disputes shall be settled amicably or through mediation within thirty (30) days of the written notification of the dispute by a Party to the other. In case of failure of impossibility of amicable resolution, any dispute shall be subject to the exclusive jurisdiction of the Business Court of Antwerp, Belgium.

Appendix 1

INFORMATION NOTICE TO CUSTOMERS’EMPLOYEES

The present information notice (the Information Notice) describes the conditions under which Mobile Locker NV, a limited liability company with registered address at Nijverheidsstraat 94, 2160 Wommelgem, Belgium and registered with the crossroads bank for enterprises under number 0643621922 (Mobile Locker or we), collects and processes personal data pertaining to the employees (the Data Subjects or you) of the entity who purchases, rents or reserves its products or services (the Customer) and has therefore entered into an agreement (the Agreement) with it.

We may update the Information Notice from time to time. If we make material changes to this Privacy Policy, you will be notified accordingly.

What personal data does Mobile Locker process?

Mobile Locker processes the following personal data of the Data Subjects : name and first name, telephone number, email address, identity of the employer,

For what purposes are the personal data collected and processed by Mobile Locker?

We process such data for the following purposes:

1. management of the Agreement, delivery of our products and provision of our services,
2. management of the Customer’s account,
3. billing and accounting purposes,
4. Customer relationship management, including the realization of surveys of satisfaction, the sending of follow-up emails, etc.,
5. production of statistics,
6. enhancing our products and services (through data analytics, conduct of surveys, monitoring of the services quality, etc.),
7. promotion of our activities (sending of newsletters, magazines and brochures, organization of events, etc.). If you do not wish to receive marketing emails, follow the “unsubscribe” instructions included within each email communication,
8. processing of access, rectification and opposition requests, and other rights with respect to personal data,
9. claims and litigation management.

The processing of the above personal data is necessary for the performance of the Agreement. This processing is also in ML’s legitimate interest as it enables it to manage the claims and failures to comply that may arise from the performance of the Agreement and to enhance its products and services.

These purposes constitute the legal basis for the data processing carried out by CHAMP as a data controller.

Who are the data recipients?

Your personal data will be processed internally by duly authorized persons, within the limits of their respective attributions.

They may also be communicated to Mobile Locker data processors and external services providers (such as IT service providers hosting the data, web designers, payment services providers, communication agencies, legal advisers, etc.) to the strictest extent necessary and subject to the existence of contractual guarantees to ensure the security and confidentiality of the data.

How does Mobile Locker ensure the security of your personal data?

We process your personal data as a data controller, in compliance with the applicable data protection legislation (i.e. EU General Data Protection Regulation 2016/679 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 (known as GDPR) and any implementing legislation, as well as any successor texts.

We undertake to implement technical and organizational security measures to ensure the protection of your Personal Data against the risks associated with the use of information systems.

Mobile Locker follows generally accepted security standards to help protect your personal data.

Your personal data will be kept for the duration of the applicable limitation period of a legal action. After a period of one year from the termination date of the Agreement, your personal data will be archived on a separate computer medium and accessible only if necessary by a limited number of persons specifically authorized to do so.

For more information on the retention period of your personal data, you can contact us at the contact details mentioned below.

We do not transfer your Personal Data outside the European Union.

What are your rights?

In accordance with the applicable data protection legislation, and subject to the limits provided by the applicable rules, the Clients are entitled to obtain, free of charge:

• access to the Personal Data pertaining to them;
• confirmation that their Personal Data is or is not being processed;
• information concerning at least the purposes of the processing, the categories of data to which the processing relates and the recipients or categories of recipients to whom the data are communicated; and,
• communication, in an intelligible form, of the data being processed.

Subject to the limits provided by the applicable rules, the Clients may also have inaccurate or incomplete Personal Data rectified, object to the collect and processing of such data, on grounds relating to their particular situation, request the erasure of all or part of the data or a restriction of the processing, and make use of their right to data portability. However, Mobile Locker an only respond favourably to the request for erasure within certain limits, in particular those related to its legal obligations as a data controller.

These rights may be exercised in written, by email addressed to info@mobilelocker.eu. We reserve the right to request a scan / hard copy of your ID so that we can verify your identity before processing your request.

You can withdraw your consent to the sending of newsletters at any time, either by following the instructions mentioned on the newsletter or by sending an email to the above mentioned address.

For more information on how Personal Data are collected and processed by Mobile Lockers or on how to exercise any of the aforementioned rights, you can contact us at the above mentioned address.

In the event of a breach of the data protection rules, you may also lodge a complaint before a supervisory authority such as the Autorité de protection des données (APD), Rue de la Presse, 35, 1000 Bruxelles, Belgium.

Appendix 2

PRIVACY POLICY

The present privacy policy (the Privacy Policy) describes the conditions under which Mobile Locker NV, a limited liability company with registered address at Nijverheidsstraat 94, 2160 Wommelgem, Belgium and registered with the Banque Carrefour des entreprises under number 0643621922 (Mobile Locker or we), collects and processes personal data pertaining to any natural person who purchases, rents or reserves one of our locker systems through our website or application (the Website), or who contacts our customer service (the Clients or you).

We may update the Privacy Policy from time to time. If we make material changes to this Privacy Policy, you will be notified accordingly.

What personal data does Mobile Locker process?

Personal data means any information relating to an identified or identifiable natural person.

When you use our Products or otherwise when you contact us, we may collect and then process the following personal data : your name, first name, email address, phone number and/or payment data, and any other personal data you may provide us with (your Personal data).

For what purposes are the personal data collected and processed by Mobile Locker?

We collect and process your Personal data for the following purposes:

• communicate with you and provide you with the information requested;
• validate your registration and give you access to our products and services;
• fulfil and manage your requests;
• processing of access, rectification and opposition requests, and other rights with respect to Personal Data;
• claims and litigation management;
• production of statistics to enhance the performance of our products and services.

The processing of the Personal Data is necessary for Mobile Locker to provide you with the services you requested, as well as to enable Mobile Locker to fulfil its legal obligations. This processing is also necessary for the legitimate interest of Mobile Locker as it enables it to improve its products and services

These purposes constitute the legal basis for the data processing carried out by Mobile Locker.

Who are the data recipients?

Personal Data will be processed internally by duly authorized persons, within the limits of their respective attributions.

They may also be communicated to Mobile Locker data processors and external services providers (such as IT service providers hosting the data, web designers, payment services providers, communication agencies, legal advisers, etc.) to the strictest extent necessary and subject to the existence of contractual guarantees to ensure the security and confidentiality of the data.

They are not communicated to other third-parties except to the competent administrative and judicial authorities to comply with our legal obligations or to protect our interests.

How does Mobile Locker ensure the security of Personal Data?

We process your Personal Data as a data controller, in compliance with the applicable data protection legislation (i.e. EU General Data Protection Regulation 2016/679 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 (known as GDPR) and any implementing legislation, as well as any successor texts.

We undertake to implement technical and organizational security measures to ensure the protection of your Personal Data against the risks associated with the use of information systems.

Mobile Locker follows generally accepted security standards to help protect your Personal Data.

Your Personal Data will be kept for the duration of the applicable limitation period of a legal action. After a period of one year from the termination date of your agreement, your Personal Data will be archived on a separate computer medium and accessible only if necessary by a limited number of persons specifically authorized to do so.

We keep payment details and contact details for as long as they are needed to serve you. We also keep only the last four digits of your bank account for use purposes. We do not have access to full bank details. These last four digits of your bank account are also only for verification purposes, e.g. for remote assistance.

For more information on the retention period of your Personal Data, you can contact us at the contact details mentioned below.

We do not transfer your Personal Data outside the European Union.

What are your rights?

In accordance with the applicable data protection legislation, and subject to the limits provided by the applicable rules, the Clients are entitled to obtain, free of charge:

• access to the Personal Data pertaining to them;
• confirmation that their Personal Data is or is not being processed;
• information concerning at least the purposes of the processing, the categories of data to which the processing relates and the recipients or categories of recipients to whom the data are communicated; and,
• communication, in an intelligible form, of the data being processed.

Subject to the limits provided by the applicable rules, the Clients may also have inaccurate or incomplete Personal Data rectified, object to the collect and processing of such data, on grounds relating to their particular situation, request the erasure of all or part of the data or a restriction of the processing, and make use of their right to data portability. However, Mobile Locker an only respond favourably to the request for erasure within certain limits, in particular those related to its legal obligations as a data controller.

These rights may be exercised in written, by email addressed to info@mobilelocker.eu. We reserve the right to request a scan / hard copy of your ID so that we can verify your identity before processing your request.

You can withdraw your consent to the sending of newsletters at any time, either by following the instructions mentioned on the newsletter or by sending an email to the above mentioned address.

For more information on how Personal Data are collected and processed by Mobile Lockers or on how to exercise any of the aforementioned rights, you can contact us at the above mentioned address.

In the event of a breach of the data protection rules, you may also lodge a complaint before a supervisory authority such as the Autorité de protection des données (APD), Rue de la Presse, 35, 1000 Bruxelles, Belgium.