Terms & Conditions

1. Applicability

1.1 These general terms and conditions (“General Terms and Conditions”) apply to all legal relationships between MSC PSA European Terminal NV registered with the Crossroads Bank of Enterprises under company and VAT number BE 0552.527.539 and having its registered office at Napelsstraat 79, 2000 Antwerp (Belgium) (“MPET”) and the customer (“Customer”) (together the “Parties”) in connection with the product offering by MPET via “MPET Connect” (i.e. a digital platform MPET uses to offer its products, including the provision of information) (hereinafter referred to as the “Platform”). These General Terms and Conditions, any applicable Order(s), NDA, Specific Application Terms (all defined below) and any other contractual arrangement between MPET and the Customer will hereinafter referred to as the “Agreement”.

1.2 The Customer’s access request to a digital product via the Platform, implies that the Customer accepts these General Terms and Conditions.

1.3 The applicability of the Customer’s terms and conditions is expressly rejected, regardless of whether or not the Customer referred to those terms & conditions.

1.4 MPET reserves the right to amend these General Terms and Conditions at any time.

2. Digital Product Offering & Request

2.1 By accessing the Platform, MPET’s product offering can be found, as well as the related costs of these products. The Customer can request access to these MPET products using the Platform. In these General Terms and Conditions, requests are hereinafter referred to as “Order(s)”. An Order between MPET and the Customer is formed and binding when (i) the Customer requests access to use the Platform or (ii) in writing addressed to MPET until the moment that the Platform can process digital requests for access. MPET will notify the Customer in writing prior to this moment.

2.2 An Order is entered into for an indefinite period of time. The Customer can expand (upscale) an Order at any time, in the sense that from that moment on it will request to access more products and/or more types of services. Expansions are also entered into for an indefinite period of time.

2.3 MPET digital product offering via the Platform consists of and will consist of:

A. MPET data consumption by Customers via API
B. MPET data consumption by Customers via Webpages
C. MPET data consumption by Customers via Mobile Application
D. MPET data consumption by Customers/vendors via Sandbox environment
E. MPET data interaction with Customers via specific Application(s)
F. Any other future development

2.4 The access of Products A through D, as set forth in article 2.3 of these General Terms and Conditions, will be requested by the Customer via the Platform or in writing addressed to MPET as long as the Platform is not capable of handling such requests digitally. The access to Product D is subject to the conclusion of a mutual non-disclosure agreement between the Customer and MPET (“NDA”). The access to Product E is subject to the conclusion of MPET’s Specific Application Terms between Customer and MPET. Both the NDA as the Specific Application Terms will be considered as an addendum to and an integral part of the Agreement.

3. Prices & Payment

3.1 Until further notice MPET will not charge for its product offering. MPET reserves the right to alter this strategy and to start charging for its digital products by providing 3 months prior notice by MPET through the Platform.

4. Reprensentations And Warranties

4.1 All content uploaded and shared on the Platform (“Data”) required for the provision of the products by MPET must be made available by the Customer to MPET in a timely manner. MPET is not responsible for Customer’s failure to receive the Data in a timely manner, if such Data has been sent by MPET to the Customer in a timely manner.

4.2 The Customer itself is responsible for applying the correct computer settings and installing the necessary software, including but not limited to firewalls, spam filters and virus scanners.

4.3 Unless explicitly agreed otherwise, all obligations of MPET regarding the provision of the Platform are considered to be “best efforts obligations” (“middelenverbintenissen” in Dutch, or “obligations de moyen” in French). The Customer agrees that MPET shall exercise its activities and execute its obligations relating to the Platform as an independent service provider.

4.4 The Platform may be offered on a limited basis, or may vary depending on the region or device. MPET will use its best efforts to keep the Platform up and running at all times; however, all online services suffer occasional disruptions and outages caused without any attributable shortage of MPET and therefore the Platform may be unavailable from time to time. In case of disruptions or outages, MPET will use reasonable endeavours to get the Platform up and running the soonest possible.

4.5 Except as expressly provided in the Agreement and all relevant sections available on the Platform and to the maximum extent permitted by applicable law, the Platform is provided “AS IS,” and MPET makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, title, non-infringement, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Platform or any other products or services provided to the Customer by MPET. MPET will at all times use its best endeavours to correct any error that occurs and to provide a continuous, secure and error-free access to or operation of the Platform, but cannot warrant that all errors can be corrected, or that the access to or operation of the Platform shall at all times be uninterrupted, secure or error-free. The Customer acknowledges and agrees that there are risks inherent to transmitting information over and storing information on the internet and that MPET is not responsible and cannot be held liable for any loss or corruption of Customer’s Data, except for any loss caused by any attributable negligence or default of MPET.

4.6 Customer warranties. The Customer warrants that he is the owner of the Data uploaded by the Customer or that he has the necessary rights, licenses or permissions to make such Data available in accordance with the Agreement. The Customer warrants that such Data does not contain any restrictions such as confidentiality, privacy/personal information, sensitive Data or other restrictions which would cause the use of the Data as permitted under the Agreement to breach any rights of third parties or applicable laws.

5. Limitations Of Liability

5.1 To the extent legally permitted under applicable law, MPET shall not be liable to the Customer or any third party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production or use, procurement of substitute services, or property damage arising out of or in connection with the Platform or the Data under the Agreement, regardless of the cause of action or the theory of liability, even if that Party has been notified of the likelihood of such damages.

5.2 To the maximum extent permitted under applicable law, MPET’s liability arising out of or in connection with the Agreement, whether in contract, warranty, tort or otherwise shall not exceed the higher of (i) the amounts of fees paid by the Customer during a period of twelve (12) months preceding the claim or (ii) EUR 250.

6. Term And Termination

6.1 The Agreement shall enter into force as from the moment of request for access by the Customer and will remain in effect for an indefinite term (the “Term”).

6.2 Each Party may terminate the Agreement for convenience by giving one (1) month prior written notice.

6.3 Either Party may terminate the Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.

6.4 Upon termination of the Agreement for whatever reason (i) the Customer will no longer be authorized to access or use the Platform; (ii) MPET may delete all Data associated with Customer’s personal account which enables access to and use of the Platform (“Account”), including but not limited to the Data on the Platform; and (iii) all rights and obligations of MPET or Customer under the Agreement shall terminate. The Customer acknowledges that it may be practically impossible for MPET to delete any and all Data provided by the Customer upon request of the Customer.

6.5 The provisions of the Agreement that are expressly or implicitly intended to survive termination, including but not limited to Sections 5, 6, 7, 8, 9 and 11 (where relevant) of these General Terms and Conditions, shall survive any expiration or termination of the Agreement.

7. Intellectual Property And License By MPET

7.1 Platform IPR. The Platform and all copies thereof, including any rights, title and interest (including Intellectual Property Rights) therein, shall at all times remain the sole and exclusive property of MPET and/or its licensors, and the Customer shall obtain no rights, title or interest (including without limitation Intellectual Property Rights) in the Platform pursuant to the Agreement except the rights expressly granted hereunder.

7.2 MPET shall grant Customer a worldwide, limited, non-exclusive, non-transferable, limited sublicensable (as set out in this article) license to use the Platform in accordance with the Agreement to subscribe to certain products. MPET reserves the right, but is not obliged, to review and remove any Data or information which is deemed to be in violation with the provisions of the Agreement or otherwise inappropriate, deemed to be in violation of any rights of third parties or any applicable legislation or regulation or may materially and adversely impact the functioning of the Platform. The Customer will only use the Data for its internal business purposes and in accordance with article 7.3 of these General Terms and Conditions, and not for any form of external use by or disclosure to third parties, unless a prior written approval from MPET has been obtained by the Customer.

7.3 The Platform (including the Intellectual Property Rights) may not be modified, copied, printed, reproduced, decompiled, reverse-engineered, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, unless expressly permitted in the Agreement. Except as expressly set forth herein, no express or implied license or right of any kind is granted to the Customer regarding the Platform or any part thereof, including any right to obtain possession of any source code, Data or other technical material related to the Platform. The Customer is furthermore not permitted to (i) distribute commercial products developed by or on behalf of the Customer incorporating the Data or based on the Data, (ii) upload, process or send personal data to MPET and/or to the Platform, unless the Specific Application Terms provide in such processing activities, (iii) give unauthorized access to the Platform to third parties, including but not limited to customers of the Customer and (iv) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use the Platform or its Account for any unlawful, invasive, infringing, defamatory or fraudulent purpose.

8. Data Protection

8.1 MPET shall retain the Data collected from the Customer for the purposes of the Agreement. MPET shall securely store your Data. MPET shall retain no personal data will be processed by MPET, unless specifically stated in the Specific Application Terms. To the extent any Personal Data is controlled or processed by MPET for a specific product as specified in the Specific Application Terms, such processing shall be done in accordance with the applicable data protection legislation, such as amongst others, the General Data Protection Regulation 2016/679.

9. Confidentiality

9.1 All software, plans, documents, know-how, data and other information relating to a Party’s business, technology, products or services or other proprietary or confidential information provided by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under the Agreement shall be considered and treated as confidential (the “Confidential Information”). The Confidential Information remains at all times the property of the Disclosing Party.

9.2 The Receiving Party shall (i) only use such Confidential Information for the purposes of complying with its obligations under the Agreement; store such Confidential Information with at least the same level of care applied when storing its own Confidential Information, and in no case with a less than reasonable level of care and; not disclose such Confidential Information to any third Party.

9.3 The confidentiality obligations as specified in this Article 9 shall not apply to information which:

A. has become publicly known in a way other than by violation by the Receiving Party of its obligations under the Agreement;
B. was disclosed to the Receiving Party by a third Party that is not under any obligation of confidentiality to the Disclosing Party;
C. was developed by the Receiving Party independent of the Disclosing Party’s Confidential Information, or was already known by the Receiving Party prior to the information being disclosed by the Disclosing Party; and/or;
D. is disclosed with the prior written consent of the Disclosing Party

9.4 Notwithstanding Article 9.2, the Receiving Party may disclose the Confidential Information to its employees, consultants and suppliers which are directly involved with and/or need to be informed of such Confidential Information for the execution of the Receiving Party’s obligations as set forth in the Agreement. The Receiving Party shall impose on them confidentiality obligations which are at least similar to those included in this Article 9.

10. No Assignment

10.1 The rights and obligations of the Customer under the Agreement are not assignable to a third person, without the prior written consent of MPET.

11. Disputes And Applicable Law

11.1 All disputes between the Parties will, at first instance, be settled by the competent court in Antwerp (section Antwerp).

11.2 All legal relationships between the Parties are governed by Belgian law.