Mobile Locker NV

General terms and conditions

    Click here for the General Terms and Conditions of Use – B2C

    General terms and conditions of Mobile Locker - B2B

    Last update: 28/07/2026

    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 in corporated 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 legislationor 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
    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. 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
    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.
    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. 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
    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.
    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.

    3. [VERSION FOR BELGIAN CUSTOMERS] 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.

      [VERSION FOR FOREIGN CUSTOMERS] Indexation: ML is entitled to proportionally adjust its price offer, before or after acceptance of the offer by the Customer on the basis of any increase of the official Consumer Price Index (CPI) and inflation forecasts published by Belgium’s Federal Planning Bureau (FPB), or a comparable recognised industry standard (e.g. the Agoria wage index or the ABEX index), at ML’s discretion.

    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.
    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
    1. All invoices of ML shall be deemed to have been accepted by the Customer in the absence of a written claim within 14 calendar days after the invoice date.
    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.
    3. All additional costs, e.g. litigation costs, are excluded from the fixed damages and will be charged separately.
    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. 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.
    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
    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.
    2. In case of lease and provision of Goods at the indoor location specified by the Customer: when delivery is made: (a) The Customer guarantees that both the unloading and the loading zone (should this not be the same zone) is accessible by a 10-meter long vehicle; (b) The Customer guarantees that the distance between the unloading or the loading zone and the locker zone is maximum 25 meters without any obstacles that possibly hinder and/or delay the (un)loading and placement of the lockers; (c) In case of non-compliance with the previous two provisions, or if the (un)loading, placement and/or installation is delayed because of a (temporary) non-availability of materials, power, contact person or a legitimate substitute, etc., ML will charge € 35,00 per working/waiting hour exceeding the agreed upon time for delivery in the Purchase Order.
    3. In case of lease and provision of Goods at the outdoor location specified by the Customer: when delivery is made: (a) The Customer is, in case of soft or muddy ground, obliged to install road plates from the (un)loading area to the locker area to allow for a smooth delivery and installation of the Goods. (b) In case of non-compliance with the previous provision, or if the unloading, placement and/or installation is delayed because of a (temporary) non-availability of materials, power, contact person or a legitimate substitute, etc., or if ML encounters any obstacles which could have reasonably been removed or avoided by the Customer, ML shall charge € 35.00 per working/waiting hour exceeding the agreed upon time for delivery in the Purchase Order.
    4. 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.
    5. 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. 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.
    7. 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
    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.
    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.
    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.
    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.
    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 endeavours 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.

    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. 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
    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.
    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.
    3. Transport and other ancillary costs are always borne by the Customer, unless otherwise agreed in writing.
    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.
    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.
    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.
    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
    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.
    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.
    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.
    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
    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.
    2. ML 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.
    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.
    4. Any claim for damages should be made by the Customer to ML by written notification within 1 business day of the occurrence of the damage.
    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.
    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)
    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.
    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.
    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.
    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.
    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.
    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.
    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.
    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.
    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)
    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.
    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
    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.
    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 third parties claiming that the use of the Goods or Services provided by ML infringe a third-party intellectual property right.
    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.
    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.
    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.
    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. Software, Embedded PC & Licence upon Sale
    1. Hardware/ Software split upon Sale. In the event of a Sale of the Goods to the Customer, the transfer of ownership covers the hardware components of the Goods only, as described in the Purchase Order. All software, operating systems, firmware, Application Programming Interfaces (API’s) and embedded systems present on or within the Goods — including but not limited to the Mobile Locker Online Management System (OMS), the Mobile Locker Operating System (OS), web applications and all payment terminal software (including Dynamic-Link Libraries (DLL`s)), protocols and Encrypted Firmware) — are expressly excluded from the transfer of ownership and shall at all times remain the exclusive property of ML.
    2. Software Licence as an integral part of the Sale. Access to and use of the software referred to in clause 14.1 is granted to the Customer under a limited, non-sublicensable, non-exclusive, non-transferable licence (“Software Licence”), which takes effect simultaneously with the Sale. The Customer acknowledges that the Goods are not functional without an active Software Licence. The Software Licence is an essential and inseparable component of every Sale and may not be terminated independently, except as otherwise agreed between the Customer and ML.
    3. Embedded PC covered by the Software Licence. The industrial embedded PC integrated in the Goods is supplied as part of the Goods and is covered exclusively by the Software Licence. The embedded PC is not sold as a standalone hardware component. The Customer acquires no ownership right over the embedded PC and may not remove, replace, copy, reverse-engineer or modify it in any way without the prior written consent of ML. The embedded PC is encrypted by ML and is operational only for as long as the Software Licence is active and the applicable licence fee has been duly paid.
    4. Remote deactivation. Upon termination or suspension of the Software Licence for any reason whatsoever — including but not limited to non-payment, breach of contract or notice of termination — ML reserves the right to remotely deactivate the embedded PC and all associated software. The Customer acknowledges this mechanism and accepts that any resulting unavailability of the Goods shall not constitute a defect or non-performance on the part of ML. ML shall not be liable for any (consequential) loss resulting from such deactivation.
    5. Annual licence fee and indexation. The Customer owes ML an annual licence fee for the Software Licence, the amount of which is set out in the Purchase Order. The licence fee is adjustable annually on the anniversary of the effective date, as follows:

    6. [VERSION FOR BELGIAN CUSTOMERS] ML is entitled to adjust the license fee annually and unilaterally on the basis of increases in objective factors as set out in clause 4.3 of these GTC.

      [VERSION FOR FOREIGN CUSTOMERS] Indexation: ML is entitled to adjust the licence fee annually and unilaterally on the basis of the official Consumer Price Index (CPI) and inflation forecasts published by Belgium’s Federal Planning Bureau (FPB), or a comparable recognised industry standard (e.g. the Agoria wage index or the ABEX index), at ML’s discretion.

    7. Additional adjustments: Beyond license fee adjustments in accordance with clause 14.5.1 of these GTC, ML may increase the licence fee at any moment upon written notice given at least 10 calendar days before the adjustment takes effect, to cover increases in software maintenance, infrastructure or technological improvements.
    8. Payment terms: The licence fee is payable in accordance with the payment terms agreed in the Purchase Order and clause 5 of these GTC.
    9. No pro-rata refund upon early termination by the Customer: If the Customer terminates the Software Licence before the end of the current licence year for reasons attributable to the Customer, the full annual licence fee for that year becomes immediately due and payable and shall not be refunded on a pro-rata basis.
    10. Consequences of termination. Upon expiration or termination of the Software Licence, the Customer shall immediately: (i) cease exercising all rights under the Software Licence; (ii) make the embedded PC available to ML for deactivation or return; (iii) cease all use of ML trademarks, know-how and IP Elements; and (iv) confirm in writing to ML that the foregoing obligations have been fulfilled. ML reserves the right to render the Goods inoperable until all outstanding obligations have been satisfied.
    11. IP reservation. Without prejudice to clause 13 of these GTC, the Customer expressly acknowledges that all IP Elements — including the software, the OS, the OMS, the APIs, the firmware, the encrypted PC configuration and all derivative works — shall at all times remain the exclusive property of ML, regardless of whether the Goods are purchased, leased, licensed or provided. No provision of the Agreement may be construed as a transfer of intellectual property rights vested in the IP Elements to the Customer.
    12. Warranty for the embedded PC. Given that the embedded PC remains the property of ML at all times, ML shall replace a defective embedded PC free of charge, subject to the following conditions:
    13. Scope: this warranty applies exclusively to the embedded PC and covers manufacturing defects and hardware failures attributable solely to material or production defects.
    14. Exclusions: the warranty does not apply in the following cases:
      1. Normal wear and tear of the Goods;
      2. Force Majeure;
      3. Vandalism or deliberate damage;
      4. Damage caused by improper storage, handling, installation, transportation use, negligent handling or failure to comply with ML’s instructions and manuals;
      5. Products used in violation of ML’s guidelines or specifications;
      6. Damage resulting from an unstable, insufficient or interrupted power supply or internet connection;
      7. Damage caused by moisture, water ingress, or exposure to environmental conditions beyond the specifications communicated by ML, including outdoor installations not approved by ML;
      8. Damage caused by accidents, external factors, or events beyond the control of ML (e.g. natural disasters, voltage surges or electrical faults attributable to the Customer’s installation);
      9. Any modification, repair or intervention carried out on the embedded PC by the Customer or a third party without ML’s prior written consent;
      10. Defects caused by third-party components not supplied by ML.
    15. Shipping costs: all shipping and transport costs associated with the replacement of the embedded PC are borne by the Customer.
    16. Procedure: any warranty claim must be notified to ML in writing within 48 hours of discovery of the defect, in accordance with clause 10.4 of these GTC. ML shall assess the claim and, if accepted, proceed with replacement within a reasonable timeframe as agreed between the Parties.
    ‍15. Non-compete and non-solicitation
    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:
      • 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);
      • 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.
    2. During the non-compete and non-solicitation period, the Customer shall not:
      • set up, carry on or participate in any business which is the same as, similar to or competing with the activities of ML;
      • 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;
      • invest in or lend money to any competing business, or any owner, partner, or shareholder thereof;
      • 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;
      • induce or attempt to induce any person who is an employee of ML to leave his employment with ML;
    3. In case of breach by the Customer of this non-competition or non-solicitation clause, which has not been remedied within 14 business days 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.
    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.
    5. If any of the provisions of this clause shall ever 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.
    ‍16. Protection of personal data
    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.
    2. More information on the processing of personal data within the framework of the Agreement may be consulted in our Information notice for customer employees and our privacy policy .
    17. 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.

    18. Severability
    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.
    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.
    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.
    19. Applicable law and jurisdiction
    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.
    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).
    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.