1 ​      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 Purchase Order signed by the Customer and by ML, as well as any other documents incorporated by reference.

“Confidential Information” means are any information not known to the public and not obvious, which belong or relate to a Party’s business, value or assets, such as, without limitation: strategy; pipeline products, services or market; know-how; R&D; trade secrets; software and its components thereof; pricing, costs and other financial information or projections; customer and supplier portfolios; business opportunities, plans and models; the terms of any agreement between ML and the Customer.

“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.

“Master Agreement” means the agreement that is entered into by the Parties to establish a long-lasting business relationship. This agreement governs the terms of the cooperation on multiple projects.

“ML” means Mobile Locker NV, a limited liability company with registered seat at Nijverheidsstraat 94, 2160 Wommelgem, Belgium, registered in the Crossroad Bank for Enterprises under no. 0643.621.922 RLE: Antwerp - Antwerp Division).

“Purchase Order” means the agreement that establishes the specific terms and practicalities of each particular Sale, Lease or Provision of Goods and or Services by ML to the Customer.

"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.

2         Scope of application

2.1    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 explicitly agreed upon in writing between the Parties. Any other conditions, including the Customer’s general terms, are explicitly rejected.

2.2    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.

3         Commencement and modification of the Agreement

3.1    All offers, and quotes by ML, regardless of their form, are made without any obligation unless they include an acceptance term. An agreement will be deemed to have been established only through signature (of a Master Agreement or a Purchase Order) by ML or ML’s actual performance thereof.

3.2    Obvious clerical errors or mistakes in ML’s offers or quotes release it from its performance obligation and/or any obligation to pay damages arising therefrom, even after formation of the agreement.

3.3    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, upon written notification to the Customer.

4         Offers and prices

4.1    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. Customer thereby acknowledges and accepts that it is Customer’s obligation to provide ML with adequate and correct information for the calculation of the price. ML cannot be obliged to differ from the agreed price in the event that any mistake in the information or calculation by the Customer, which would have affected the price if it had been discovered prior to the conclusion of the Agreement.

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

4.3    ML is entitled to proportionally adjust 80% of its price offer, before or after acceptance of the offer by the Customer, in case of change in the following objective factors for the calculation of the price (i) changes of wages, social benefits or charges, (ii) price fluctuations of raw or other materials, (iii) currency changes, and (iv) any other circumstances which were unforeseeable at the time of the price offer or of its acceptance by the Customer.

4.4    The Agreement between ML and the Customer shall be validly concluded in either one of the following two situations: (i) from the date of signing of the Master Agreement by both Parties; or (ii) from the data of written confirmation by ML of the Customer’s order and the signing of the Purchase Order by both Parties.

4.5    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 between the Parties.

5         Invoicing

5.1    All invoices of ML shall be deemed to have been accepted by the Customer in the absence of written claim within 14 calendar days after the invoice date.

5.2    Invoices are payable within 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. ML reserves the right to prove actual higher damage incurred and to claim these.

5.3    All additional costs , e.g. litigation costs, are excluded from the fixed damages and will be charged separately.

5.4    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 Master Agreement or Purchase Order, unless ML has given its prior written consent.

5.5    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 without prior written notice.

5.6    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.

6         Delivery

6.1    Delivery, in case of lease and provision, is made at the location specified by the Customer to the extent lawful and logistically possible. In the event of Sale, INCOTERM (2020) “Ex Works” is applicable. The Customer will retrieve the Goods at the establishment of ML at its own cost and risk. If Customer refuses to take receipt of the order at the agreed moment, makes such receipt impossible or unreasonably difficult or fails to provide information or instructions required for the delivery, ML is entitled to store the goods at the Customer’s risk and expense, without prejudice to ML’s right to dissolve the agreement.

6.2    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.

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

6.4    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.

6.5    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 11 below), natural events, mobilization orders, epidemics, accidents, major disruptions in ML or the customer, strikes or labor disputes or administrative measures.

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

7.1    In the event of Lease or Provision, 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 to personal items stored by third-parties. Third party damages can include but are not limited to the loss, damage or destruction, loss of property or the loss of data of the personal items stored by third parties in the Goods.

7.2    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.

7.3    The Customer is liable for any damage, loss or theft of personal items belonging to third parties that were stored in the Goods during the Lease or Provision period, regardless of the cause. The Customer shall insure each individual event of loss or theft of such personal items for the amount of 500 euro.

7.4    The Customer is not allowed to work or have work done on the Goods without the prior written consent of ML. Any malfunction of the Goods must be immediately, or at the latest 24 hours following discovery, be reported to ML.

7.5    Specific obligations of ML: ML undertakes to provide Goods and the associated Services set forth in the Purchase Order, upon signing by both Parties. This may include: (a) The provision and placement of Products at the agreed location, at the expense of the Customer; (b) In the absence of a sufficiently stable and level location, stabilizing and leveling the location at the Customer’s expense; (c) Providing the necessary instructions or ensuring that reference material is available for consultation to ensure the proper use of the Goods, if required by the Customer, ML shall, provide, on one occasion, for on-the-job training on an event to be mutually agreed upon. Any following on-the-job assistance shall be provided at the expense of the Customer; (d) To provide technical assistance to the Customer, the “hotline” is available 24/7 to the Customer, it is not available to any third parties; (e) Provide timely maintenance and repair work with respect to the Goods; (f) Upon termination of each period of provision, unless otherwise agreed by the Parties, to collect the Goods within 14 days.

ML endevours to facilitate the smooth operation of the Goods. It cannot however accept any liability with regards to these facilitating efforts as most operational aspects thereof are outside the scope of its control. In cases where ML for instance provides, sim-cards, …, any malfunction thereof shall be at the risk and cost of the Customer.

7.6    Specific obligations of the Customer: Among other things, the Customer undertakes the following aspects in order to facilitate smooth cooperation: (a) Ensuring free, unobstructed access to the Customer’s locations that are adapted to the transportation of the Goods; (b) Providing ML with a sufficiently stable and level location, for the placement of the Goods, as shall be specified on the Purchase Order; (c) Providing a stable electricity supply and internet connection; (d) Providing immediate review of the installation and acceptance of the Goods after delivery. If the Goods are accepted without any comments or remarks, they are deemed to have been received and installed in undamaged, flawlessly functioning condition; (e) To take care of the Goods as a careful and reasonable person and to use them in accordance with all applicable laws and regulations, with regards to their function, and taking into account the manuals and instructions provided by ML and its associates and abide by them strictly;(f) To provide assistance to third parties with regards to the use of the Goods; (g) To grant ML and its associates access to the Goods at all times during the period of lease or provision in order to perform any maintenance and repair works ML deems appropriate.

7.7    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.

8         Terms and conditions applicable in the event of Sale

8.1    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.

8.2    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.

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

8.4    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.

8.5    Any claim for hidden defect shall be made by the Customer by registered letter within one day after the discovery of such hidden defect. No claims for hidden defects shall be accepted by ML after a period of 1 week from the delivery of the Goods.

8.6    Unless otherwise provided for under applicable law or otherwise agreed by the Parties in writing, the duration of the warranty is limited to 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.

8.7    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.

9         Retention of title

9.1    All the goods delivered or to be delivered by ML, both in case of Lease or Provision and in the event of Sale, shall remain ML’s property under all circumstances as long as the Customer has not settled any claim brought by ML, such as, in any case, a claim to pay the price of the Goods.

9.2    So long as title has not transferred to it, the Customer is not allowed to pledge to third parties, encumber otherwise or transfer in whole or in part the Goods delivered under retention of title, except insofar as such transfer occurs in connection with Client’s regular operational activities.

9.3    Whenever circumstances so require, for instance when the Customer is declared bankrupt or when a third party intends to seize or has seized the Goods, the Customer will inform such third parties (e.g. a receiver or creditors) by registered letter of ML’s right of ownership to the Goods. The Client will inform ML of any such instance by registered letter without delay.

9.4    If Customer fails to meet its payment obligations to ML or if ML has valid reason to fear that the Customer will fail to meet such obligations, ML shall be entitled to take back the Goods delivered under retention of title. The Customer will ensure that – if necessary on behalf of a third party (buyer) or custodian – at its first request, ML will be told where the Goods are located and that at ML’s request the Goods will be returned to ML at the Customer’s cost and risk. Insofar as necessary, ML is hereby granted an irrevocable mandate to repossess the Goods as well as a mandate to enter the necessary spaces to that effect. After repossession, the Customer will receive the market value of the goods as compensation, which value will never exceed the original price agreed between the Customer and ML and subject to deduction of any costs incurred by ML in connection with the repossession.

10      Liability

10.1 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. 10.2ML shall not be liable, whether for contractual breaches or under tort liability, for any indirect damages or loss of profits, anticipated savings or productivity gains or loss of revenue by the Customer, the partial or complete loss, damage of personal items by third parties, loss of property, loss of data or any other indirect damage that might arise out of a default in the Goods or a fault by ML.

10.3  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 under the last Purchase Order, regardless of the legal basis. 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.

10.4  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.

10.5  The Customer undertakes to indemnify and hold harmless ML for all losses 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.

10.6  In case of breach by the Customer of one or more provisions of the Agreement, ML shall send a default letter by registered mail giving the Customer 14 working days to remedy the breach (if possible to remedy). If the Customer fails to remedy the breach, he shall be held to pay an indemnity to ML of 30.000 euro per breach, notwithstanding the right of ML to prove it suffered higher damages. The sole discovery by ML of a material breach by the Customer and its notification to the Customer by ML shall be the only conditions to give rise to liability on behalf of the Customer.

11      Force Majeure & Hardship (between ML & Customer)

11.1 Neither Party shall be liable to the other Party for any event of Force Majeure. The Party claiming force majeure (“Affected Party”) shall give written notice to the other Party without unreasonable delay after the Affected Party first became aware (or should have become aware) of any such event of Force Majeure and the delay in performance of the Agreement caused by such event.

11.2 Failure to give such notice within 10 days of the event of force majeure shall preclude the Affected Party from claiming that an event of force majeure has occurred.

11.3 Any notification pursuant to this Article shall include a detailed description of the obligation(s) affected by such event of force majeure as well as details of any transitional plans, alternative or other mutually agreed means which the Affected Party may use to minimize the effects of the event of force majeure.

11.4 Notwithstanding the foregoing, the Affected Party shall use reasonable endeavors to mitigate the effect of the event of force majeure on the performance of its own obligations and shall continue with the performance of the Agreement if it is not terminated when and to the extent that such event of force majeure ceases.

11.5 In the occurrence of an event of force majeure, the time for the performance of the obligations under the Agreement shall be adjusted on a day-to-day basis. In addition, the Parties shall hold regular reviews with the aim of minimizing any significant delay. Any delay due to force majeure shall be formalized immediately in writing.

11.6 In the occurrence that an event of force majeure maintains for a period of more than 30 continuous days, the Parties shall be entitled to terminate the Agreement, as the case may be, by written notice to the other Party, without any compensation being due for such termination.

11.7 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.

11.8 Hardship includes any circumstances that arise that would make the performance of the Agreement financially, economically or otherwise more burdensome or difficult for ML than is reasonably foreseeable to the extent that it would be unreasonable to expect performance by ML.

11.9 In the event of hardship, Parties agree to renegotiate the Agreement in good faith, and if no new Agreement is reached, Parties agree that ML may terminate the Agreement for cause upon payment by Customer of the Goods or Services already delivered at that time.

12      Force Majeure (between ML & third parties/end-users)

12.1 The Customer shall indemnify ML for third party claims and any negative consequences related thereto arising out of partial or complete loss or damage of personal items due to Force Majeure. The insurance meant in 7.3. of these GTC shall cover this risk.

12.2 The Customer that receives a claim for damages arising out of Force Majeure shall give written notice to ML without unreasonable delay after the Customer first became aware (or should have become aware) of any such claim.

13      Intellectual property & Confidential information

13.1 Customer acknowledges and accepts that ML remains the exclusive owner of all intellectual, industrial and other (property) rights it holds in the Goods and Services it provides, such as but not limited to: models, drawings, images and materials applied or developed by ML, trademarks, trade secrets and knowhow. Nothing in the Agreement between Parties can be regarded as a transfer of intellectual property.

13.2 The Customer warrants to ML that any data or information provided by the Customer do not infringe any intellectual property rights of third parties, nor infringe the intellectual property rights of ML (by, inter alia, refraining from, both directly and indirectly, imitation/reproduction of the Goods, models, plans, drawings, diagrams, etc. supplied) . ML shall indemnify and hold Customer harmless against any and all claims by a third parties claiming that the use of the Goods or Services provided by ML infringe a third-party intellectual property right.

13.3 ML grants a limited and non-exclusive license 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.

13.4 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.

13.5 All Confidential Information of any kind shared between the Parties during negotiations relating to and/or the execution of the Agreement between ML and the Customer, and/or mentioned in any possible document emanating from ML or Customer, shall be kept confidential. At a Party's first request, any documents containing such Confidential Information must be returned. These documents, information, models and designs remain the property of the Party disclosing it and may not be communicated to third parties, copied or used (in)directly, in whole or in part, for purposes other than those for which they are intended under this Agreement, except with the prior, express and written consent of the Party owning the Confidential Information. The obligation of confidentiality remains even after the termination or end of the Agreement between ML and the Customer for a period of ten (10) years after termination of the Agreement.

13.6 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.

14      Non-compete and non-solicitation

14.1 The Customer agrees and undertakes not to do any of the things set out in this clause during the term of the Agreement and for a period of 2 years after the date of the termination of the Agreement. Regardless of whether the Customer is acting:

(a)     directly or indirectly through affiliates (whereby "affiliates" means for purposes of the Agreement when used with respect to any legal person, any other person affiliated with such person);

(b)     in its own capacity or as a director, manager, partner or shareholder of any company or any other legal entity, or as an employee, consultant or agent of any individual, company or other legal entity.

14.2 During the non-compete and non-solicitation period, the Customer shall not:

(a)     set up, carry on or participate in any business which is the same as, similar to or competing with the activities of ML;

(b)     provide advice, share know-how, make recommendations, offer opinions or give instructions, in any capacity whatsoever, for free or against remuneration, to any person in connection with a competing business;

(c)     invest in or lend money to any competing business, or any owner, partner, or shareholder thereof;

(d)     induce or attempt to induce any person who at any time during the year preceding the date of the Agreement or during the non-compete period has been a customer, supplier or other business relation of ML to cease doing business with ML, to reduce its business with ML or to do business with ML on less favourable terms, or otherwise interfere in the relationship between ML and any of the persons referred to in this clause;

(e)     induce or attempt to induce any person who is an employee of ML to leave his employment with ML;

14.3 In case of breach by the Customer of this non-competition or non-solicitation clause, which has not been remedied within 14 business says after having received a notice thereto from ML, a lump sum indemnity in an amount of 30.000 euro will be due by the Customer, to be increased with a lump sum indemnity in an amount of 750 euro per day that the breach continues to exist after having received a notice from ML, without prejudice to the right for ML to claim additional indemnification up to the amount of the proven actual damages suffered as a result of the breach of the non-competition or non-solicitation clause.

14.4 The non-compete and non-solicitation undertakings set out in this clause are geographically limited to the locations agreed upon between the Parties in the Purchase Order.

14.5 If any of the provisions of this clause shall ever to be held to exceed the limitations in duration, geographical area or scope, or other limitations imposed by applicable law, they shall not be nullified but the Parties shall be deemed to have agreed to such provisions that conform with the maximum permitted by applicable law, and any provisions exceeding such limitations shall be automatically reformed accordingly.

15      Protection of personal data

15.1 The Parties acknowledge and agree that, when processing personal data within the framework of the Agreement, they shall always act in accordance with the principles and rules set out in Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC, as well as any additional applicable national and/or European regulations on the processing of personal data.

16      Inability

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

17      Severability

17.1 These GTC, together with the Master Agreement and the Purchase Order constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all written or oral agreements between the Parties prior to or in existence at the date of this Agreement.

17.2 Amendments and additions to the Agreement are only valid where they are made in writing and either signed or confirmed in writing by authorized representatives of the parties

17.3 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. Any such provision shall be replaced by the Parties by a valid legal and enforceable provision reflecting the Parties’ original intention.

18      Applicable law and jurisdiction

18.1 In the event of a dispute between the Customer and ML, irrespective of its nature and the place of delivery, the Courts of Antwerp, judicial department of Antwerp shall have exclusive jurisdiction, even if it concerns accepted bills which are payable and/or domiciled outside this judicial district. Nevertheless, if ML is the plaintiff, it shall be entitled - at its free choice - to summon before the court having jurisdiction over the Customer’s place of business.

18.2 All our agreements are governed by and construed in accordance with the laws of Belgium, with exclusion of

(1) all conflict of laws rules, (2) the UN Convention on the International Sale of Goods (1980), and (3) the NY Convention on the Limitation Period in the International Sale of Goods (1974).

18.3 In the event legal rules with mandatory application apply, such rules shall prevail over the application of these GTC, to the extent of their field of application.

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:

a)                   management of the Agreement, delivery of our products and provision of our services,

b)                   management of the Customer’s account,

c)                   billing and accounting purposes,

d)                   Customer relationship management, including the realization of surveys of satisfaction, the sending of follow-up emails, etc.,

e)                   production of statistics,

f)                    enhancing our products and services (through data analytics, conduct of surveys, monitoring of the services quality, etc.),

g)                   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,

h)                   processing of access, rectification and opposition requests, and other rights with respect to personal data,

i)                     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.