Terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

(applicable as from 1 February 2026)

1. Definitions

For the purposes of these General Terms and Conditions of Sale (in short: “GTCS”):

1.1. “Good”: Any movable property that is not outside commerce.

1.2. “Customers”: Covers both:

  • “Consumers”, i.e. natural persons who purchase a good from MSE for purposes that fall outside their commercial, industrial, craft or professional activity; and
  • “Professionals”, i.e. natural persons or legal entities who purchase a good from MSE in the course of the sustainable pursuit of their economic activity.

These General Terms and Conditions of Sale govern sales made by MSE to Professional Customers and Consumers, through any ordering channel, each in accordance with the legal regime applicable to it.

1.3. “Contract”: agreement for the sale of good(s) concluded between the Customer and MSE.

1.4. “General Terms and Conditions of Service” (in short: “GTCSv”): MSE’s General Terms and Conditions of Service, applicable to service contracts, and in particular to telematics or geolocation services.

1.5. “Confidential Information”: Any information or data (technical or otherwise) and any know-how, whatever its form, format and medium, relating to MSE’s activities, services or products and made available by MSE to the Customer in the context of the Contract.

1.6. “Force majeure”: Any circumstances external and independent of MSE’s reasonable will, which MSE could not reasonably foresee in their occurrence or consequences and which prevent MSE from properly performing its obligations towards the Customer.

1.7. “Meta System”: Meta Electronics s.r.l., a company governed by Italian law, having its registered office in Italy at Via Mazzini 230, 40046 Alto Reno Terme (BO), registered under number 02720910229, reachable at dpo@metasystem.it / privacy@metasystem.it.

1.8. “Phonocar”: Phonocar S.p.A., a company governed by Italian law, having its registered office in Italy at Via F.lli Cervi, 167c – 42124 Reggio Emilia (RE), registered under number 00421600354, reachable at info@phonocar.be.

1.9. “MSE”: Mobile Systems Europe S.R.L., a company offering products and services for sale, in particular geolocation, having its registered office at Avenue de Tervueren 402, 1150 Brussels, registered with the Crossroads Bank for Enterprises under number 0879.633.414, Tel.: +32 (0)2 223 08 63, e-mail: info@mseurope.be / Bank account number: BE86 0014 8134 0550 / insurer: AG Insurance / policy no.: 99578477.

1.10. “Party”: MSE or the Customer (together the “Parties”).

2. Acceptance of the general terms and conditions and formation of the contract

2.1. By the sole fact of ordering good(s) (orally, by telephone, by fax or by e-mail, or in any other way), accepting an offer from MSE, paying an invoice or receiving good(s) delivered by MSE, the Customer acknowledges having read and agreed to these general terms and conditions of sale and waives the right to invoke its own general terms and conditions.

2.2. In the context of sales made via the online shop of Mobile Systems Europe SRL, the confirmation of the order by the Customer, after having read these General Terms and Conditions of Sale, constitutes full and unconditional acceptance thereof.

2.3. The Customer is bound when ordering goods from MSE in writing, by fax or by e-mail. No cancellation will be accepted for any order that has already entered the fulfilment process.

2.4. In the event of a prior offer from MSE, the Contract is concluded when the Customer accepts the offer.

2.5. In the absence of a prior offer from MSE, the contract is concluded upon MSE’s acceptance of the Customer’s order. Such acceptance may be tacit and may result from the delivery of the requested goods. These general terms and conditions remain applicable in the event of tacit acceptance.

2.6. The person placing the order is presumed to be duly authorised. That person is always jointly and severally liable for payment of the invoice relating to the order.

2.7. Statements on the website, catalogues or other advertising or promotional documents of MSE do not constitute a definitive offer. The characteristics of the goods offered may be modified by MSE without prior notice. MSE may also discontinue the sale of a good.

2.8. In the case of special offers covering several goods or services, ordering only part of those goods or services does not entitle the Customer to the special offer. The goods and/or services will then be supplied at the rates in force at the time the order is recorded.

3. Scope of application of the general terms and conditions

3.1. These general terms and conditions of sale apply to Contracts concluded between MSE and the Customer. They are concluded within the framework of, and form an integral part of, the Contract between MSE and the Customer.

3.2. MSE’s general terms and conditions of service apply to service contracts.

3.3. Where an order or an accepted offer simultaneously concerns the sale of good(s) and the provision of service(s), it shall be considered that this gives rise to two contracts: a contract of sale, governed by the general terms and conditions of sale, and a service contract, governed by the general terms and conditions of service. If this approach should prove impossible, resulting in there being only one contract containing both sale and service aspects, then the general terms and conditions of sale shall apply to the sale aspects and the general terms and conditions of service shall apply to the service aspects. In case of doubt as to whether an aspect of such a contract constitutes a sale or a service, the application of the general terms and conditions of service shall prevail.

3.4. These GTCS exclude the application of any terms mentioned in documents emanating from the Customer and/or third parties, even if such documents bear a later date.

3.5. The Parties may have agreed on specific terms and conditions in writing. In the event of any contradiction between these GTCS and such specific terms and conditions, the specific terms and conditions shall prevail.

3.6. The fact that MSE does not invoke these general terms and conditions at a given time and/or a breach by the other Party may in no way be interpreted as a waiver to invoke them at a later time.

4. Prices

4.1. The prices stated in MSE’s offers, catalogue and website are in euros excluding VAT (except in the shop intended for consumers where prices are indicated including VAT (21%)), where applicable including Recupel, Bebat and other environmental taxes, unless otherwise stated.

4.2. Prices do not include shipping and/or delivery costs nor other administrative charges. We inform you of the details of these costs on our website (where the transport price is displayed in the basket as soon as the delivery address is completed) or, where applicable, upon request.

4.3. MSE reserves the right to contact the Customer in order to revise the price where the price of one of the components or materials forming part of the ordered good has increased significantly between the date of the order and the date on which the product is ready to be handed over to the Customer or to the carrier. A significant increase means a change of at least 5% in the price of the component concerned. In such a case, either the Parties will reach an agreement on a new price, or MSE may refuse to sell the good at the initial price, with the consequence that any contract of sale that may have been concluded shall be deemed automatically terminated, without judicial intervention and without any compensation being due by either Party. In such a case, the consumer may cancel the order free of charge.

4.4. It may happen that the indicative price mentioned on the website or in other communications from MSE is incorrect due to an error. If this is the case, MSE may decide to contact you, indicate the correct price in order to correct the error and refuse to sell you the good at the erroneous price, without any compensation being due by either Party.

4.5. Promotions and special offers are valid only while stocks last.

4.6. If MSE incurs costs, it will inform the Customer and, upon request, provide supporting documents and the corresponding invoice. The Customer may then pay the amounts due in euros.

4.7. The payment methods accepted by MSE are those offered by the online shop and vary depending on the Customer profile. Additional charges may apply to certain payment methods. If so, this will be indicated during the payment process.

4.8. In the event of payment by bank card or any other electronic means, the computer records of the payment systems and of MSE constitute proof of the transactions concluded.

4.9. Any abusive or unjustified dispute of a payment that has led to the delivery of a product or the performance of a service may incur the Customer’s liability and lead to recovery of the amounts due, increased by any costs.

4.10. MSE may refuse orders or reservations, in particular, in the following cases:

  • there is a suspicion of bad faith or intent to defraud;
  • there is a suspicion of abuse of the right of withdrawal;
  • there are suspicions of abuse or fraud on the part of a Customer;
  • the data provided by the Customer appears incorrect, suspicious or false;
  • an abnormal quantity appears to have been ordered – possibly across several purchase orders;
  • there is a case of force majeure within the meaning of Article 10.1.

5. Customer obligations

5.1. The Customer expressly waives any possibility of setting off amounts due to MSE against any claim whatsoever. The Customer is solely responsible for the payment of all amounts due under the contract.

5.2. MSE invoices are payable at the address of MSE’s registered office, net 7 days (from the invoice dispatch date). The date of receipt of the invoice may not be used as grounds for postponing the due date. Unless otherwise agreed, these invoices are payable in cash, without discount or payment facilities.

5.3. Any dispute of an invoice must be made by registered letter within 8 days of the dispatch of the invoice. Failing any dispute within this period, the invoice shall be deemed tacitly accepted by the Customer.

5.4. By express agreement and unless a deferral is requested in time and granted by MSE in a specific written manner, total or partial failure to pay on the due date any amount due under the contract shall automatically, without prior notice of default and without prejudice to Article 14, render immediately payable all remaining amounts due by the Customer under the contract, whatever the agreed method of payment.

5.5. Total or partial failure to pay on the due date any amount due under the contract shall, without prior notice of default and without prejudice to the possible application of Article 14, result in the suspension of the delivery of goods to the Customer.

5.6. In the event of an invoice not paid on its due date, a contractual interest of 1% per month, as well as a fixed compensation of 15% with a minimum of EUR 200, shall be due by the Customer, automatically and without prior notice of default. This interest shall be calculated month by month from the due date, each started month being considered as a full month. The provisions relating to interest and compensation apply without prejudice to the mandatory rules applicable to consumers.

5.7. Until full payment by the Customer of all sums due, including principal and ancillary amounts, costs and taxes, MSE reserves full and exclusive ownership of the goods delivered (including software applications or programmes), enabling it to repossess such goods, whatever the delivery date, it being understood that the risk of loss, theft or damage to the goods is transferred to the Customer as soon as the good is no longer in MSE’s possession. For consumers, the transfer of risk takes place in accordance with the Code of Economic Law, at the moment when the consumer or a third party designated by him physically takes possession of the good.

5.8. The Customer undertakes to comply with all applicable legal and regulatory requirements, and in particular those relating to IT.

5.9. The Customer expressly authorises MSE to subcontract all or part of the contract.

6. Sale of products with installation service

6.1. Certain products offered by MSE may be sold with an installation service, mandatory or optional depending on the product concerned.

Where the Customer voluntarily chooses the installation service offered during the ordering process, it is deemed to form an integral part of the Contract, in the same way as a mandatory installation service.

In this framework:

  • the Customer chooses, during the ordering process, a partner professional installer from a proposed list;
  • the price of the product and the installation package is determined in advance and paid in full at the time of the order;
  • no additional amount will be requested from the Customer by the installer;
  • the goods are shipped directly by MSE to the selected installer;
  • the installer contacts the Customer within 24 to 48 hours in order to arrange an appointment;
  • the installer acts as MSE’s subcontractor, in accordance with these General Terms and Conditions of Sale;
  • the partner installer intervenes under its own technical responsibility for the physical installation operations;
  • MSE cannot be held liable for damage resulting from a defective installation exclusively attributable to the installer, unless MSE is at fault in the selection or coordination of the installer.

7. Delivery

7.1. Delivery times are understood as the date on which the goods are made available at MSE’s premises and are given for information purposes only. Any delays that may occur may in no case justify cancellation of the order, refusal to take delivery of the goods or non-payment of the invoice, nor give rise to penalties or the payment of compensation by MSE.

This provision applies without prejudice to the specific rights granted to consumers under the Code of Economic Law.

7.2. Any customs duties or local taxes are payable solely by the Customer, unless expressly stated otherwise.

7.3. Transport, whatever the method, is carried out at the risk and peril of the consignee, who must, before taking delivery of the goods, ensure that there is no damage or missing items and, if necessary, notify the carrier in writing of any useful reservations, the carrier being solely liable. Goods delivered to a third party are under the full responsibility of the Customer. This provision applies without prejudice to the rights granted to consumers under the Code of Economic Law.

7.4. Where the order includes an installation service, delivery is deemed to have taken place as soon as the product is handed over to the installer chosen by the Customer.

For professional Customers, risks are transferred at that time.

For consumers, the transfer of risks occurs at the moment when the consumer or a third party designated by him physically takes possession of the good, in accordance with the Code of Economic Law.

7.5. MSE cannot be held liable for any deterioration of the shipped parcel or its contents during transport, except where mandatory provisions applicable to consumers provide otherwise.

8. Confidentiality

8.1. As long as Confidential Information is not made public by MSE, and without limitation in time, the Customer undertakes to ensure and maintain the confidentiality of the Confidential Information.

In particular, the Customer shall refrain from communicating Confidential Information to third parties in any way whatsoever, except:

  • to the extent that such communication is necessary for the performance of its obligations under the Contract and provided that such third parties agree to be bound by confidentiality obligations of equal scope to those contained in the GTCSv for all Confidential Information thus communicated; or
  • to the extent that communication is required by applicable regulations and/or by an authority, subject to prior information to MSE, in order to enable MSE, respectively, to oppose such communication, unless such information is not permitted by applicable regulations.

8.2. The Customer undertakes to use the Confidential Information only to meet the objectives/needs for which it was received and shall ensure that its staff is bound by a confidentiality obligation of equal scope to that contained in this provision.

8.3. Any Confidential Information received by the Customer, in any format, medium or form whatsoever (including documents, e-mails and other storage media), is and remains the property of MSE.

9. Complaints, warranty and limitation of liability

9.1. In the performance of the contract, MSE is only bound by an obligation of means. Except in cases of wilful misconduct or gross negligence, MSE is exempt from any liability towards the Customer for any damage, direct or indirect, caused by a fault on the part of the company or on the part of any of its employees or trainees. Its liability is only incurred in the event of gross negligence or wilful misconduct.

The products sold comply with specific standards and should therefore in principle be compatible with vehicles. Consequently, in the event of a problem encountered by the vehicle after installation of one of our products, it will be up to the customer to demonstrate that the problem does not stem from a cause other than our product, by contacting us where appropriate in order to determine with us whether a friendly adversarial expert appraisal is useful in his case.

9.2. The devices marketed by MSE, in particular immobiliser systems, geolocation systems, electronic protection or connection to an alarm centre, are intended to improve vehicle security without constituting an absolute guarantee against theft, attempted theft, break-in or any other harmful act.

The Customer acknowledges that no security system can guarantee total protection and that a device may be bypassed, neutralised or rendered inoperative by a third party.

Consequently, except in the event of wilful misconduct or gross negligence on the part of MSE, MSE cannot be held liable in the event of theft, attempted theft, loss of business, immobilisation of the vehicle, loss of use or any other indirect damage resulting from the use or malfunction of the device.

9.3. For professionals, without prejudice to the right of withdrawal granted to consumers within the limits provided for in Article 11 hereof, for any complaint the Customer must notify MSE by registered letter within 8 days following the departure of the goods from our logistics centre, and place MSE in a position to make any useful findings. Receipt of the products shall be irrefutably presumed to have been tacitly given by the Customer at the end of this period. This provision applies only to Professional Customers.

9.4. Any compensation due by MSE in the event that its liability is incurred shall be limited to direct, personal and certain damage, with the express exclusion of any indirect damage. Under no circumstances may MSE be held liable for indirect losses, i.e. all losses that do not result directly and exclusively from the act or defect giving rise to liability, such as, in particular, commercial loss, loss of profit, loss of turnover, loss of orders, damage to brand image, or any commercial disturbance.

9.5. Under no circumstances shall any compensation that may be due by MSE exceed the sums paid by the Customer for the product giving rise to MSE’s liability, within the limit of the amount invoiced for the defective goods.

9.6. The customer’s attention is drawn to the fact that the existence of a compatible telecommunications network is essential for the operation of certain of our products. It is the customer’s responsibility to ascertain the existence of such a network in the territory where the customer wishes to use the product concerned. In case of doubt, the customer may enquire with MSE.

Furthermore, MSE cannot be held liable towards the Customer for any damage resulting from the introduction of a computer virus affecting the proper operation of the product, migration of the application to a different hardware or software environment, changes made to the software components of the product by a person other than MSE, interruption of the operation of the product or a defect due to failure of the telephone or internet network, incorrect installation of equipment, legal provisions limiting the service or its use by the Customer, cases of force majeure within the meaning of Article 10.1 or fortuitous events such as acts of third parties.

MSE declines all liability if a good or product delivered does not comply with the legislation of the country of delivery. The evolution or discontinuation of telecommunications technology standards (in particular the discontinuation of technologies such as 2G or 3G by operators) does not constitute a defect in the product and cannot incur MSE’s liability.

9.7. For Professional Customers, MSE shall not be liable for the warranty against hidden defects of which it was unaware at the time of sale, in accordance with Article 1643 of the Civil Code.

For consumers, the legal warranty of conformity provided for by the Code of Economic Law remains fully applicable.

9.8. With the exception of the lifetime warranty provided for in point 9.8.4, MSE, as a reseller, does not itself warrant the products sold, but assumes, as an intermediary of the manufacturers, the warranty against defects of conformity of the goods sold. The warranty periods for defects of conformity are as follows:

9.8.1. All products purchased from MSE are subject to the statutory 2-year warranty, provided by the manufacturer,

9.8.2. Meta System offers a 3-year conformity warranty on all its products from the date of your purchase invoice,

9.8.3. For Phonocar products, MSE offers a 3-year conformity warranty from the date of your purchase invoice,

9.8.4. MetaTrak telematics products and MetaSystem alarm systems are offered by MSE a lifetime conformity warranty limited to the first owner of the product.

9.9. If a defect is found, in order to invoke the warranty, the defect must be reported in writing to MSE within 2 months from the day on which the Customer discovered the defect.

Please note! What is not covered by the warranty includes, among other things (non-exhaustive list):

  • defects caused by incorrect or abnormal use or any other use not in accordance with the instructions supplied with the product;
  • defects caused, after the product has been delivered to you, by external causes.

9.10. Under the warranty, MSE, in its capacity as reseller, will use its best efforts to ensure that a defective product is repaired as quickly as possible or – if repair is not possible – replaced, after examination of the product concerned.

9.11. Most problems can be resolved simply by contacting our services. First of all, if you are considering a replacement under warranty, you are invited to contact us at helpdesk@mseurope.be so that we can assist you.

If, after this first contact, we conclude that a possible replacement under warranty is appropriate, we will provide you with a form and a warranty return address so that you can send the product back to us. The goods must reach MSE properly packaged so as not to deteriorate during transport and travel in all circumstances at the sender’s expense and risk. They must be accompanied by the Customer’s proof of purchase (sales invoice).

9.12. Where the warranty applies, the costs of returning repaired goods shall be borne by MSE.

10. Force majeure

10.1. MSE’s liability shall not be incurred if the performance of any of its obligations is prevented, limited, disrupted or delayed by force majeure, defined as any circumstances external and independent of MSE’s reasonable will, which MSE could not reasonably foresee in their occurrence or consequences and which prevent MSE from properly performing its obligations towards the Customer.

Events of force majeure within the meaning hereof include in particular (non-exhaustive list) events such as fire, explosion, failure, incompatibility or evolution of transmission networks, collapse of facilities, epidemic, earthquake, flood, power outage, war, embargo, law, injunction, request or requirement of any government, strike or boycott.

10.2. MSE shall not be liable for total or partial non-performance, or total or partial suspension of performance, of any of its obligations if it proves that the burden of performing that obligation is aggravated by the occurrence of an unforeseeable event independent of its will and which it could not reasonably have been expected to take into account at the time the contract was concluded.

10.3. Quantities ready to be delivered at the time of the occurrence of a force majeure event within the meaning of Article 10.1 or an unforeseeable event within the meaning of Article 10.2 must be accepted by the Customer.

10.4. Where the force majeure event within the meaning of Article 10.1 lasts for more than two (2) months, each Party may terminate the Contract by e-mail, without entitling the other Party to claim any compensation.

11. Procedure for exercising the right of withdrawal – Applicable to consumers only

11.1. In accordance with Articles VI.47 et seq. of the Code of Economic Law, the consumer has fourteen (14) calendar days from taking possession of the good to exercise the right of withdrawal without having to give reasons for the decision.

11.2. Withdrawal must be notified to MSE by an unambiguous statement before expiry of the statutory period.

The product must be returned within fourteen (14) days following this notification, to the address specifically communicated by MSE.

The direct costs of returning the product are borne by the consumer.

MSE may defer reimbursement until it has actually recovered the product or received proof of dispatch.

11.3. The consumer is authorised to handle the product only to the extent strictly necessary to verify its nature, characteristics and proper functioning.

The product must be returned complete, with all its accessories, manuals and packaging elements.

Opening the outer packaging does not in itself exclude the right of withdrawal.

However, the following constitute handling that goes beyond simple verification:

  • opening sealed accessory bags where the contents are visible without opening;
  • removing fasteners, internal seals or original retaining devices;
  • cutting, modifying, preparing or unrolling the wiring;
  • using adhesives, fixings or elements intended for installation;
  • any attempt at installation, even partial.

Where such handling makes the product unfit for resale as new, MSE may reduce the reimbursement in proportion to the depreciation actually suffered, which may amount to the full value of the product where it can no longer be resold as new.

The presence of signs of use or alteration does not exclude the right of withdrawal but may result in a proportionate reduction of the reimbursement.

11.4. The right of withdrawal does not apply:

  • to products that have been effectively installed or for which an installation attempt has been made making it impossible to restore them to their original condition;
  • to products sold with an installation service, mandatory or optionally chosen, where performance of the installation service has begun with the consumer’s agreement;
  • to telematics services or subscriptions where effective activation has occurred, in particular during the first communication of the device, whether that activation is carried out by the Customer or by the installer acting on the Customer’s behalf;
  • to products whose serial number or unique identifier has been associated with a service contract where such association definitively commits MSE to a third party or requires technical intervention to be cancelled.

In the event of withdrawal before installation or activation, MSE may retain reasonable technical costs corresponding to the operations necessary for deactivation and restoration.

As soon as an installation has been carried out and/or a service has been activated, the product can no longer be returned or refunded.

11.5. The burden of proof of the consumer’s decision to withdraw rests with the consumer.

11.6. The exclusions and limitations provided for in this article are brought to the consumer’s attention before order confirmation, in particular via the information shown in the basket and on the order form.

12. Complaints / Warranty / Returns

12.1. Any return request for a defective or non-conforming product is subject to prior contact with the technical support of Mobile Systems Europe SRL, via the form available on the website.

12.2. No return will be accepted without prior validation, return instructions and communication of a specific return address, different from the usual postal address of Mobile Systems Europe SRL.

12.3. The detailed procedures relating to the right of withdrawal, returns outside the right of withdrawal as well as returns for defective or non-conforming products are described on the “Return policy and right of withdrawal” page, accessible on the Mobile Systems Europe SRL website: https://mseurope.be/politique-de-retour-et-droit-de-retractation/

13. Processing of personal data

13.1. The processing of personal data by MSE and, in certain circumstances, is explained in MSE’s Privacy Policy, annexed to the GTCSv. MSE’s Privacy Policy forms an integral part of the agreement between the Customer and MSE.

13.2. The Customer remains responsible for its obligations under Regulation (EU) 2016/679 on data protection. Depending on the circumstances, the Customer may be considered a controller for the data of Users/contact persons as well as for geolocation data. In particular, when the Customer has a Beacon installed on a vehicle and contracts the Services for the benefit of a User/contact person, the Customer is responsible for ensuring the legal basis for the processing of personal data and, more particularly, where applicable, the consent of the data subject.

14. Intellectual property

The texts, names, logos, layouts, illustrations and other elements relating to the Services appearing on the website / in MSE’s commercial documentation are protected by any intellectual property right that may apply. All such elements are the property of MSE and/or of a third party from whom MSE has obtained the necessary authorisations. Any reproduction, in whole or in part, by any process whatsoever, without MSE’s prior written authorisation is unlawful and constitutes infringement giving rise to civil and criminal sanctions. Any request in this regard must be addressed to MSE by e-mail at the following address: info@mseurope.be.

15. Complaints and out-of-court dispute resolution

15.1. For any complaint, the Customer may contact MSE Customer Service (Telephone: +32 (0)2 223 08 63 // E-mail: info@mseurope.be / Operating address: Chaussée de Bruxelles 135A box 3, B-1310 La Hulpe (Belgium).

15.2. If the Consumer has already tried to settle the dispute directly with MSE without reaching a solution, the Consumer may submit the dispute or a complaint to the independent service of the non-profit organisation Service de Médiation pour le Consommateur (CBE 0553.755.479), Boulevard du Roi Albert II 8 Box 1 – 1000 Brussels (Tel.: 02/702.52.20 / Fax.: 02/808.71.29 / Mail: contact@mediationconsommateur.be / https://www.mediationconsommateur.be/fr).

15.3. In the event of a complaint concerning a contract concluded online (where applicable), the Consumer may also contact the Online Dispute Resolution Platform developed at European level in order to attempt to resolve the dispute with MSE out of court: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage

16. Express termination clause

16.1. MSE is entitled to terminate the contract without having to seek judicial termination, without prior notice of default and without compensation to the Customer, in the following cases: (i) if the Customer fails to fulfil (properly and in due time) one or more obligations arising from the contract, despite a notice of default granting a period of 7 calendar days to remedy the breach; (ii) in the event of cessation of payments, initiation of bankruptcy proceedings or bankruptcy of the Customer; (iii) in the event of liquidation or termination of the Customer’s activities; (iv) in the event of a change of control of the Customer (legal entity); (v) if part or all of the Customer’s assets are seized; (vi) if MSE has serious reasons to doubt the Customer’s ability to fulfil its obligations; (vii) if the Customer does not comply with these general terms and conditions; (viii) if the Customer does not comply with instructions relating to the use of applications hosted on MSE’s server platform; (ix) if the Customer carries out, from MSE’s servers, an activity likely to incur the civil or criminal liability of the company or infringe the rights of a third party; (x) if the Customer hosts on MSE’s servers content likely to incur the civil or criminal liability of the company or infringe the rights of a third party; (xi) if the Customer does not pay the deposit mentioned in the offer; or (xii) if performance of any of the company’s obligations is prevented, limited or disrupted for more than 7 calendar days by force majeure as referred to in Article 10.1 or an unforeseeable event as referred to in Article 10.2.

16.2. In the event of application of Article 16.1 or judicial termination of the contract, MSE is entitled to demand the return of goods already delivered but unpaid.

16.3. In the event of application of Article 16.1 or judicial termination of the contract, the Customer shall owe MSE compensation for the costs, interest and damage suffered. This compensation consists, at MSE’s choice, either of a fixed compensation equal to 25% of the amount of current orders at the time the contract ended, or of compensation equivalent to the cost of repairing the entire damage suffered by MSE.

16.4. The Customer authorises set-off by MSE between the amounts already paid by the Customer and the compensation referred to in Article 16.3.

16.5. All claims of MSE against the Customer become immediately due and payable by operation of law when MSE terminates the contract in accordance with Article 16.1.

17. Amendment of the contract – invalidity of a clause

17.1. Any clause derogating from or supplementing these GTCS shall be enforceable against MSE only subject to MSE’s written confirmation and only for the contract for which it was approved. For other contracts, these terms and conditions of sale shall remain applicable.

17.2. The invalidity of one of the clauses of these general terms and conditions of sale, in particular pursuant to a law, regulation, or following a court decision that has become final, shall not entail the invalidity of the other clauses, which shall remain in full force and effect.

If any provision of these GTCS is declared invalid or unenforceable, the Parties agree that the other provisions of these GTCS shall survive, unless the invalid provision is an essential provision and the GTCS cannot be amended in good faith while preserving or restoring the balance of the Parties’ rights and obligations. The Parties undertake to negotiate in good faith in order to replace the invalid provision with a new provision as close as possible to the spirit of the invalid provision.

18. Evidence

Between the Parties, interactions, network operations, electronic communications, connections and other electronic actions may be proven by means of log files, e-mails and transaction files, which may be kept by MSE on electronic media. The Customer accepts the evidential value of such data. This possibility of proof does not prevent the Parties from using any other means of evidence permitted by law.

19. Interpretation

In the event of doubt as to the interpretation to be given to these GTCS, the French version shall prevail over versions drafted in another language.

20. Applicable law and competent courts

20.1. These GTCS and the formation, performance and interpretation of the Contract are governed by Belgian law.

20.2. Any dispute relating to their formation, interpretation or performance shall fall within the jurisdiction of the courts of the judicial district of Walloon Brabant and, where applicable, of the Justice of the Peace of the first canton of Wavre, without prejudice to the mandatory provisions applicable to consumers under European Union law and the applicable national law.