Terms and conditions - Momo collective

MOMO COLLECTIVE – GENERAL TERMS AND CONDITIONS FOR CUSTOMERS

APPLICABILITY – ACCEPTANCE OF TERMS AND CONDITIONS

1. MOMO Collective is a platform, accessible through website https://momocollective.be/ (the Platform), on which lenders (the Lender) can offer female mid- and high range designer items and clothing (the Products) for rent to customers.
2. These terms and conditions (the Terms and Conditions) shall apply to any agreement with regard to the use of the Platform and entered into between MOMO Collective, having its registered office at Zandstraat 126, 2960 Brecht, Belgium and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under company number 0790.298.590 (MOMO Collective) and any natural person or legal entity identified as customer (the Customer), including but not limited through the creation of its Account on the Platform as set forth in article 2 (the Agreement). In the Terms and Conditions, MOMO Collective and the Customer may individually be referred to as a Party and jointly as the Parties.
3. Other terms and conditions (including of the Customer) are not applicable and are expressly excluded. In the event of any conflict or inconsistency between the provisions of the Terms and Conditions and the provisions of any agreement with respect to the use of the Platform, the Terms and Conditions shall always prevail.
4. If applicable, the designated person, officer, director, employee, or any other person who represents or acts on behalf the Customer towards MOMO Collective, is deemed to have the necessary mandate to legally and validly bind the Customer.
5. The Customer acknowledges that he has been informed of these Terms and Conditions prior to the creation of an Account on the Platform (the Account) as set forth in article 2, that these Terms and Conditions are clear and understandable and that he has accepted all provisions thereof. These Terms and Conditions are accepted by the act of acceptance of a clickwrap agreement (i.e. the clicking the box “I agree” before the creation of the Account is concluded).
6. MOMO Collective reserves the right to amend the Terms and Conditions unilaterally and at any time upon notification of any such amendments or changes in writing (including without limitation by e-mail) to the Customer (the Notification) at least fifteen (15) days prior to the coming into force of such amendments or changes. In this event, the Customer may terminate this Agreement within fifteen (15) days of such Notification (the Notice Period) by notifying MOMO Collective of such termination in writing. If the Customer does not notify MOMO Collective of such termination, the new terms shall become effective as of the date specified in the Notification.
7. The Notice Period shall not apply if MOMO Collective:
  1. is subject to a legal or regulatory obligation to change the Terms and Conditions in a way that does not allow it to comply with the Notice Period; or
  2. exceptionally needs to change the Terms and Conditions to address an unforeseen and imminent danger related to the protection of online intermediary services, Customers or Lenders against fraud, malware, spam, personal data breaches or other cybersecurity risks.
8. MOMO Collective reserves the right to make, at its sole discretion, changes and updates to the functionalities of the Platform and any documentation provided by MOMO Collective relating to the use of the Platform, such as but not limited to the FAQ page (the Documentation) from time to time without any prior notification to the Customer, provided that MOMO Collective shall not change any material functionalities of the Platform without prior notification visible on the Platform.
ACCOUNT
1. The Customer is obliged to create an Account, before he can rent Products on the Platform. The Customer is solely responsible for the accuracy of the data on his Account and the use of his username and password.
2. The Customer acknowledges that he is at least eighteen (18) years old and legally capable of entering into binding agreements. A Customer younger than eighteen (18) years old can only rent Products on the Platform if a parent or guardian creates an Account and accepts these Terms and Conditions on behalf of the minor. By doing so, the parent or guardian takes full responsibility for the minor’s use of the Platform and acknowledges that the Platform is intended for persons who are at least eighteen (18) years old.
3. In order to create an Account, the Customer shall have and provide:
  1. a valid Belgian VAT number (in case of a legal entity) or national registry number (in case of a natural person);
  2. a valid Belgian credit card;
  3. a Belgian postal and delivery address;
  4. a valid e-mail address;
  5. a valid telephone number;
  6. a password;
  7. accepted the Terms and Conditions;
  8. confirmed that the (direct or indirect) director(s), shareholder(s) or ultimate beneficial owner(s) of the Account are not a Sanctioned Person, meaning (a) a person listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control (including the OFAC SDN List), the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom,the United States Department of State, or any other relevant sanctions authority; or (b) any person located, organized or resident in any country, region or territory which is the subject or target of any sanctions; or (c) any person owned or controlled by any such person or persons described in (a) or (b) above;
  9. confirmed that the (direct or indirect) director(s), shareholder(s) or ultimate beneficial owner(s) of the Account have not been involved in another Account that has been restricted, suspended or terminated in accordance with article 14.
4. For the purposes of protecting the safety on the Platform, MOMO Collective may verify the information included in the Account of the Customer or ask the Customer to anscvxwer relevant questions, provide relevant information or assist in verification procedures. MOMO Collective may verify the Customer’s telephone number, e-mail, credit card, debit card or other payment method, and bank account.
5. The Customer shall at all times be fully responsible for the use that is made of its Account. MOMO Collective is at all times entitled to suspend the use of the Account by the Customer, subject to the provisions of article 13.
6. If the Customer fails to comply with any payment obligation towards MOMO Collective, whether or not resulting from the Terms and Conditions, MOMO Collective is entitled to suspend the use of the Account by the Customer in accordance with article 13, until the Customer has complied with its payment obligations.
CUSTOMER CONTENT
1. The Customer is fully and solely responsible for the content provided or uploaded on the Platform by the Customer (the Customer Content) and its completeness, correctness, accuracy and veracity. The Customer warrants that the Customer Content, and MOMO Collective’s access to and processing of the Customer Content in the context of the provision of the Platform in accordance with the Terms and Conditions, does not violate any laws or regulations nor any third party (intellectual property) rights.
2. By uploading content, the Customer acknowledges and agrees that the Customer Content:
  1. does not contain hateful or derogatory language or imagery, or any content that is discriminatory or can be regarded as hate speech;
  2. does not contain threats, harassment or extortion;
  3. is not false, deceptive or misleading;
  4. does not contain unsolicited advertising or promotions, requests for donations or spam;
  5. does not violate any third party’s (intellectual property) rights; and
  6. does not encourage or facilitate any transaction or communication outside of the Platform related to the rental of a Product.
3. MOMO Collective reserves the right, but is not in any manner obliged, to review and remove any Customer Content which is deemed to be in violation with the provisions of the Terms and Conditions, any rights of third parties or any applicable law.
OFFER
1. The Lender may offer Products for rent on the Platform which are considered of satisfactory quality and adhere tot the requirements as set forth in the Documentation. The Lender is fully responsible for the (quality of) the Products and the accuracy, correctness and veracity of the description of and content related to the Products. Obvious mistakes or errors in the description or pricing will not bind the Lender nor MOMO Collective.
ORDER PROCESS AND RENTAL AGREEMENT
1. To order a Product on the Platform, the Customer shall select its choices from the available options as indicated for the Product (which may include colour, size, rental period of the Product, as made available from time to time) and shall proceed to the placement of the order.
2. To place the order, the Customer (i) shall provide all information with respect to the delivery (such as name, delivery address and telephone number) and payment (such as payment method and payment card details) of the order and (ii) shall pay the rental price of the Product.
3. By placing the order, the Customer agrees to enter into a rental agreement with the Lender of the Product in accordance with the Terms and Conditions (the Rental Agreement). All orders are subject to confirmation of availability and order price. The Customer will receive an e-mail confirming the order, including the invoice and the estimated delivery date. If the order is not confirmed, the Rental Agreement will not be concluded and the Customer will receive a refund of his payment related to such order.
4. The Customer acknowledges that MOMO Collective shall not be a party to the Rental Agreement between Lender and Customer. MOMO Collective shall never be held to refund or reimburse any amounts owed or paid, directly or indirectly, by the Customer to the Lender. MOMO shall act as a mere intermediary for the receipt and allocation of the rental price and shall merely undertake best efforts to block the deposit (as set forth in article 7) and distribute such amount to the Lender to which it is entitled.
5. The Customer is responsible for the proper performance of the rental agreement at its own risk and expense, in accordance with the Terms and Conditions (as amended from time to time) and any applicable laws and regulations. The Customer is not entitled to deviate from this, or to (re)conclude the rental with a Lender outside the Platform.
6. The Customer shall indemnify MOMO Collective against any claim that a Lender makes against MOMO Collective, as a result of or in connection with the conclusion and/or the execution of the rental agreement.
7. In the event of a dispute between the Customer and the Lender (such as with respect to a payment), MOMO Collective may act as a mediator, but shall never be required to do so. The costs incurred by MOMO Collective in this respect will be borne entirely by the Customer.
DELIVERY AND RETURN
1. Subject to the payment of the rental price of the Product, MOMO Collective shall (i) package and ship the ordered Products through the relevant Delivery Service, and (ii) provide the necessary return labels to the Customer, receive returns and ensure that the returned Products are dry-cleaned.
2. Further customer services and warranty handling are entirely at the risk and expense of the Lender.
3. The Customer shall return the Product in accordance with the Documentation as provided by MOMO Collective from time to time (including the instructions on the Platform).
PAYMENT
1. When ordering a Product on the Platform, the Customer shall pay the rental price related to the Product, as indicated on the Platform.
2. The Lender and Customer shall be responsible for the payment and transfer of all VAT and other witholdings, as well as correct tax declarations (including for personal income tax) with respect to the Product.
3. MOMO Collective will set up the Platform in such a way that the Customer pay to the Lender through the use of the online payment processing service Stripe. The Lender can access the general terms and conditions of Stripe through its website: https://stripe.com/nl-be.
4. MOMO Collective may block a deposit on the credit card of the Customer equivalent to the market value of the Product as a second-hand product. The Customer may request to receive information with respect to such market value. In the event the Customer (i) does not, not timely or not completely pay the rental price of the Product, (ii) does not (timely) return the Product, or (iii) the Product is damaged, MOMO Collective may withhold all or part of the deposit and may distribute such amount to the Lender to which it is entitled, at the sole discretion of MOMO Collective.
SERVICES
1. MOMO Collective primarily acts as a Platform where Customers can connect with Lenders for the purpose of reaching a Rental Agreement. For this purpose, MOMO Collective facilitates the use of the Platform in an accessible manner.
2. MOMO Collective has concluded an agreement for the benefit of its Lenders for the delivery of Products in Belgium with certain delivery services (the Delivery Service) on the basis of which the Lenders can make use of the shipping service of the Delivery Service for the shipment of a Product to a Customer.
COMMUNICATION BETWEEN LENDER AND CUSTOMER
1. The Customer may contact the Lender through use of the chat tool on the Platform, as made available from time to time, or via the e-mail address of the Lender, as indicated on the Account.
2. The Customer acknowledges and agrees that MOMO Collective is entitled to save the communication between the Lender and the Customer through the chat tool, to gain insight in the communication and to use it to the extent necessary to provide, exploit and maintain the Platform. The communication between the Lender and the Customer through the chat tool may be saved by MOMO Collective for the duration of maximum two (2) years.
DATA PROTECTION
1. All personal data with respect to the Customer and Customer Content, submitted by Customer to the Platform shall be processed by MOMO Collective in accordance with its privacy policy.
RANKING AND REVIEW
1. MOMO Collective presents Products on the Platform according to different ranking mechanisms, resulting in displaying first (i) the Products related to the then current season or campaign, (ii) the most recently uploaded Products, (iii) the Products filtered by the Platform user.
2. The ranking mechanisms as mentioned in article 11 are each subject to different parameters, of which the most important are:
  - Default settings, sorting and filtering mechanisms; and
  - Personalization (including time when search takes place).
3. The Customer may participate in an evaluation system based on which the Lender obtains a rating and may post reviews about the Lender on the Platform in accordance with these Terms and Conditions. MOMO Collective has no influence on these reviews and will not censor them, unless the Lender proves that a review is in breach of laws or regulations, public order and/or public decency, is solely about another person or Lender, contains personal data or is fraudulent. Such reviews may be removed or access to those reviews may be disabled by MOMO Collective as soon as it becomes aware of them. MOMO Collective shall inform the submitter of the review of this decision at the latest at the time of removal or disabling of access and provide a clear and specific statement for that decision.
INTELLECTUAL PROPERTY RIGHTS
1. MOMO Collective and its licensors shall at all times retain all titles, interests and rights, including but not limited to any Intellectual Property Rights, in and to the Platform and all content of MOMO Collective related thereto. Intellectual Property Rights means any and all now known or hereafter existing (a) rights associated with works of authorship, including but not limited to copyrights, copyrightable works (including but not limited to mask work rights) and moral rights; (b) trademarks, trade dress, trade names, corporate names or service mark rights; (c) trade secret rights and other confidential information (including but not limited to ideas, information, improvements, specifications, drawings, programmer notes, discoveries and proposals); (d) patents, patent disclosures, and inventions (whether patentable or not), know-how and industrial property rights; I logos, layout design rights, design rights, database sui generis right, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not, (f) computer software programs (including but not limited to source code and object code), data, databases and documentation thereof and (g) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
RIGHT OF WITHDRAWAL
1. In accordance with articles VI.47 et seq. of the Belgian Code of Economic Law (CEL), the Customer has the right to withdraw the Rental Agreement within a period of fourteen (14) days as from the conclusion of the Rental Agreement, without giving any reason and without other charges than those listed in articles VI.50 §2 and VI.51 CEL. The Lender is allowed to ask the Customer for the reason of withdrawal, but the Customer is not obliged to provide a statement of reasons.
2. To invoke the right of withdrawal, the Customer shall inform the Lender of his decision to withdraw from the Rental Agreement within the period of fourteen (14) days referred to in article 13.1. The Customer can inform the Lender by e-mail or other contact details as provided by the Lender himself.
3. The Customer shall duly return the Product in its original condition within fourteen (14) days after notifying the Lender of the decision to withdraw from the Rental Agreement.
4. If the Customer exercises the right of withdrawal when the Rental Agreement is already being executed (pursuant to article VI.46, § 8 CEL), the Customer shall in any case pay an amount proportional to what has already been delivered at the time the Customer notified the Lender that he is exercising his right of withdrawal, compared to the full exercise of the Rental Agreement.
5. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Customer. In the event of untimely exercise of the right of withdrawal or in the event that the Product is not returned or returned in inadequate conditions, the Customer will not be reimbursed.
RESTRICTION, SUSPENSION AND TERMINATION OF ACCOUNT
1. MOMO Collective reserves the right to restrict or suspend an existing Account, provided that MOMO Collective provides the Customer with a statement of reasons (i.e. reference to specific facts or circumstances) for that decision via e-mail prior to or at the time the restriction or suspension takes effect.
2. If MOMO Collective decides to terminate the Account of a particular Customer, it shall provide the Customer concerned with a statement of the reasons for that via e-mail at least thirty (30) days before the termination takes effect. This notice period shall not apply where MOMO Collective:
  1. is subject to a legal or regulatory obligation to terminate the provision of the Platform to a given Customer in a manner that does not allow it to comply with this notice period; or
  2. exercises a right of termination for an overriding reason under national legislative provisions compliant with EU laws and regulations; or
  3. can demonstrate that the Customer in question has repeatedly breached the Terms and Conditions, which has led to the termination of its access to the Platform.
3. MOMO Collective shall not be required to provide a statement of reasons where it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or where it can demonstrate that the Customer concerned has repeatedly breached the Terms and Conditions, which has led to the termination its access to the Platform.
4. In the event of restriction, suspension or termination, MOMO Collective may give the Customer an opportunity to clarify the facts and circumstances. If the restriction, suspension or termination is revoked by MOMO Collective, the situation of the Customer shall be remedied without delay.
CONSEQUENCES OF TERMINATION OF ACCOUNT
1. If the Account is terminated for any reason:
  1. the Account is blocked; and
  2. the Customer is no longer entitled to use Platform for any purposes.
2. The Customer cannot claim any compensation from MOMO Collective in connection with the termination of the Account by MOMO Collective in accordance with article 14 and the Customer hereby waives any right to damages.
LIABILITY
1. MOMO Collective provides the Platform on an ‘as is’ and ‘as available’ basis. MOMO Collective makes no representations or warranties of any kind, express or implied, as to the operation of the Platform or the information, content, materials, or products included on the Platform. The Customer expressly agrees that the use of the Platform is at their sole risk. MOMO Collective reserves the right to withdraw or delete any information from the Platform at any time, with respect to Customer Content, in accordance with article 3.3. To the full extent permissible by applicable law, MOMO Collective disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. MOMO Collective does not warrant that the Platform is free of viruses or other harmful components.
2. MOMO Collective does not represent and will not be responsible nor held liable, to the greatest extent permitted by applicable law, for the actions, errors or omissions of Lenders and Customers and in particular:
  1. the truthfulness, completeness or accuracy of any information provided by any Lender or Customer;
  2. the compliance with the Terms and Conditions or any applicable laws by any Lender or Customer;
  3. the Products or their compliance with the description given by the Lender; or
  4. the Lender’s or Customer’s failure to execute the rental in accordance with the Terms and Conditions.
3. To the maximum extent permitted by applicable law, MOMO Collective excludes any and all liability (whether in contract, warranty, tort (including as a result of negligence, product liability or other theory) or otherwise) to the Customer or any third person for any indirect, punitive, incidental, special or consequential or other similar damages (including damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, reputational damage, opportunity loss, loss of anticipated savings, and the cost of procuring replacement goods or services), even if MOMO Collective has been advised or notified of the possibility of such costs or damages.
4. The Customer agrees that MOMO Collective can only be held liable under this article 16 to the extent damages suffered by the Customer are directly and solely attributable to MOMO Collective. To the maximum extent permitted by law, the aggregate liability of MOMO Collective together with its affiliates arising out of or related to the Agreement will not exceed the total amount of rental prices paid by the Customer under the Agreement during the twelve (12) months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation. Nothing in the Agreement shall limit or exclude MOMO Collective’s liability for (i) gross negligence, (ii) willful misconduct, or (iii) fraud.
5. The risk of loss of or damages to the ordered Product shall be borne by the Customer.
6. The Customer is, at all times, fully responsible and liable for the use of its Account and any information on the Platform relating thereto, including but not limited to the Customer Content. The Customer shall fully indemnify, defend and hold harmless MOMO Collective from and against any and all claims, demands, actions, investigations, costs, liabilities, damages and losses in connection with the Account and Customer Content.
7. The Customer shall fully indemnify, defend and hold harmless MOMO Collective from and against any and all claims, demands, actions, investigations, costs, liabilities, damages and losses in connection with its non-compliance of one or more obligations under the Terms and Conditions.
MISCELLANEOUS
1. ENTIRE AGREEMENT – The Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements and understanding, whether written or oral, with respect to the same subject matter still in force between the Parties.
2. ASSIGNABILITY – Without prejudice to other provisions of the Agreement, the Customer will not assign nor transfer any of its rights or obligations under the Agreement, either in whole or in part, to any third party without the prior written consent of MOMO Collective. Any such assignment or transfer without the prior written consent of MOMO Collective will be deemed null and void.
3. SEVERABILITY – Whenever possible, the provisions of the Agreement will be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of the Agreement are found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provisions of the Agreement will not be affected and will continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case, the Parties will amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision that embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).
4. FORCE MAJEURE – Neither Party will be liable for any failure to perform under this Agreement (except for the payment of any sums due hereunder) if such failure is due to causes beyond its reasonable control, such as but not limited to fire, flood, strikes, labour disputes or other industrial disturbances, (declared or undeclared) war, embargoes, blockades, cyberattacks, legal restrictions, riots, pandemics, epidemics, insurrections, governmental regulations and telecommunications, network, computer, server or internet downtime (the Force Majeure).
  
  If an event of Force Majeure occurs, the Parties shall immediately consult with one another in order to find an equitable solution and shall use all reasonable efforts to minimize the consequences of the occurrence. The performance of the Parties’ obligations under this Agreement shall be suspended for the duration of the delay caused by the event of Force Majeure and the period of performance shall be automatically extended, without any penalty, for an equal period. However, if a Force Majeure event persists for at least three (3) months and the Parties have been unable to reach an equitable solution, either Party can terminate the Agreement upon one (1) month’s notice by registered mail to the other Party.
5. NO WAIVER – Any failure or delay by one Party in exercising any right under the Agreement, the exercise or partial exercise of any right under this Agreement, or any reaction or absence of reaction by a Party in the event of a breach by the other Party of one or more provisions of the Agreement will not operate or be construed as a waiver (either express or implied, in whole or in part) of its rights under this Agreement or under said provision(s) or preclude the further exercise of any such rights. Any waiver of a right must be express and in writing.
  
  If there has been an express written waiver by one Party following a specific failure by the other Party, this waiver cannot be invoked by the other Party in favour of either a new failure, similar to the prior one, or a failure of another nature.
APPLICABLE LAW AND JURISDICTION
1. For a period of thirty (30) days, the Parties will attempt in good faith to resolve promptly, through negotiation, any dispute arising out of or in connection with this Agreement. If the Parties are not able to resolve their dispute, they may at any time, without obligation and without prejudice to any other proceedings, seek to settle such dispute through third party mediation.
2. The present Agreement is governed by the laws of Belgium. Any dispute arising out of or in connection with this Agreement, that the Parties are unable to settle amicably, shall be finally settled by the competent courts of Antwerp, division Antwerp.

MOMO COLLECTIVE – GENERAL TERMS AND CONDITIONS FOR LENDERS

APPLICABILITY – ACCEPTANCE OF TERMS AND CONDITIONS
1. MOMO Collective is a platform, accessible through website https://momocollective.be/ (the Platform), on which lenders can offer female mid- and high range designer items and clothing (the Products) for rent to customers (the Customer).
2. These terms and conditions (the Terms and Conditions) shall apply to any agreement with regard to the use of the Platform and entered into between MOMO Collective, having its registered office at Zandstraat 126, 2960 Brecht, Belgium and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under company number 0790.298.590 (MOMO Collective) and any natural person or legal entity identified as lender (the Lender), including but not limited through the creation of its Account on the Platform as set forth in article 2.1 (the Agreement). In the Terms and Conditions, MOMO Collective and the Lender may individually be referred to as a Party and jointly as the Parties.
3. Other terms and conditions (including of the Lender) are not applicable and are expressly excluded. In the event of any conflict or inconsistency between the provisions of the Terms and Conditions and the provisions of any agreement with respect to the use of the Platform, the Terms and Conditions shall always prevail.
4. The designated person, officer, director, employee, or any other person who represents or acts on behalf the Lender towards MOMO Collective, is deemed to have the necessary mandate to legally and validly bind the Lender.
5. The Lender acknowledges that it has been informed of the Terms and Conditions prior to the creation of an Account on the Platform (the Account) as set forth in article 2, that these Terms and Conditions are clear and understandable and that it has accepted all provisions thereof. The Terms and Conditions are accepted by the act of acceptance of a clickwrap agreement (i.e. clicking the box “I agree” before the creation of the Account is concluded).
6. MOMO Collective reserves the right to amend the Terms and Conditions unilaterally and at any time upon notification of any such amendments or changes in writing (including without limitation by e-mail) to the Lender (the Notification) at least fifteen (15) days prior to the coming into force of such amendments or changes. In this event, the Lender may terminate this Agreement within fifteen (15) days of such Notification (the Notice Period) by notifying MOMO Collective of such termination in writing. If the Lender does not notify MOMO Collective of such termination, the new terms shall become effective as of the date specified in the Notification.
7. The Notice Period in article 1.6. may be extended to the extent necessary to allow Lenders to make technical or commercial adjustments to comply with the changes, as requested by the Lender in writing.
8. Offering new Products on the Platform, within the period of fifteen (15) days after the Notification, shall be considered as a waiver of the Notice Period of article 1.6., except in the cases mentioned in article 1.7., where the waiver of the notice period is not automatically assumed when a Lender offers new Products on the Platform.
9. The Notice Period shall not apply if MOMO Collective:
  1. is subject to a legal or regulatory obligation to change the Terms and Conditions in a way that does not allow it to comply with the Notice Period; or
  2. exceptionally needs to change the Terms and Conditions to address an unforeseen and imminent danger related to the protection of online intermediary services, Customers or Lenders against fraud, malware, spam, personal data breaches or other cybersecurity risks.
ACCOUNT
1. The Lender is obliged to create an Account, before it can offer Products for rent on the Platform. The Account displays the identity of the Lender in a clearly visible manner. The Lender is solely responsible for the accuracy of the data in its Account.
2. In order to create an Account, the Lender shall have and provide:
  1. a valid Belgian VAT number (in case of a legal entity) or national registry number (in case of a natural person);
  2. a Belgian payment account;
  3. a Belgian postal address;
  4. a valid e-mail address;
  5. a valid telephone number;
  6. a password;
  7. accepted the Terms and Conditions;
  8. confirmed that the (direct or indirect) director(s), shareholder(s) or ultimate beneficial owner(s) of the Account are not a Sanctioned Person, meaning (a) a person listed in any sanctions-related list of designated persons maintained by the Office of Foreign Assets Control (including the OFAC SDN List), the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom,the United States Department of State, or any other relevant sanctions authority; or (b) any person located, organized or resident in any country, region or territory which is the subject or target of any sanctions; or (c) any person owned or controlled by any such person or persons described in (a) or (b) above;
  9. confirmed that the (direct or indirect) director(s), shareholder(s) or ultimate beneficial owner(s) of the Account have not been involved in another Account that has been restricted, suspended or terminated in accordance with article 14.
3. The Lender shall at all times be fully responsible for the use that is made of the Account. MOMO Collective is at all times entitled to suspend the use of the Account by the Lender, subject to the provisions of article 14.
4. If the Lender fails to comply with any payment obligation towards MOMO Collective, whether or not resulting from the Terms and Conditions, MOMO Collective is entitled to suspend the use of the Account by the Lender in accordance with article 14, until the Lender has complied with its payment obligations.
GRANT OF LICENSES
1. Subject to the Terms and Conditions and timely payment of the fees by the Lender, MOMO Collective grants the Lender a personal, restricted, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Term to offer the Products of the Lender for rent to Customers in accordance with the Documentation (the License). The Documentation means any documentation provided by MOMO Collective relating to the use of the Platform (the Documentation) and includes but is not limited to the intent of use of the Platform and requirements related to the (rental of the) Products.
2. MOMO Collective reserves the right to make, at its sole discretion, changes and updates to the functionalities of the Platform and the Documentation from time to time without any prior notification to the Lender, provided that MOMO Collective shall not change any material functionalities of the Platform without prior notification to the Lender.
3. By uploading, providing or otherwise using any content created or uploaded by the Lender (the Lender Content) on or through the Platform, Lender grants MOMO Collective a non-exclusive, royalty-free, worldwide, sublicensable, transferable and fully paid-up license to use, copy, store, modify, transmit and display the Lender Content to the extent necessary to provide, exploit and maintain the Platform and the social media of MOMO Collective.
4. MOMO Collective reserves the right, but is not in any manner obliged, to review and remove any Lender Content which is deemed to be in violation with the provisions of the Terms and Conditions, any rights of third parties or any applicable law.
OFFER
1. The Lender may offer Products for rent which are considered of satisfactory quality in accordance with the Documentation. The Lender shall not offer for rent or rent any Products which may violate the (IP) rights of third parties nor any Products which are included in the Council Regulation (EEC) No 2658/87 of 23 July 1987 on hte tariff and statistical nomenclature and on the Common Customs Tariff and the Integrated EU Prohibitions and Restrictions List.
2. MOMO Collective has the sole right to determine which product categories and/or subcategories may be offered for rent on the Platform, as well as the date as of which such is made possible. Upon notice, MOMO Collective is entitled to remove product categories and/or subcategories from the Platform, without the Lenders being entitled to claim any right, loss or damage against MOMO Collective as a result thereof.
3. In order to enable MOMO Collective to make the Product available on the Platform, the Lender shall (i) deliver the Product to MOMO Collective, at the place and time as agreed upon between the Parties, and (ii) provide all information, content and materials with respect to the Product, pricing and available rental periods as requested by MOMO Collective.
4. In the event the Lender breaches the Terms and Conditions, MOMO Collective is entitled to prohibit the Lender from offering its Products on the Platform, upon notice. Upon request of MOMO Collective, the Lender will cease to offer its Products with immediate effect. In case the Products are nevertheless still offered on the Platform, MOMO Collective is entitled to remove the offer of the relevant Product.
5. Upon notice, MOMO Collective is entitled to remove a specific Product from a Lender from the Platform in the event this Product is deemed to be below the standard, as indicated in the Documentation or on the Account of a Lender.
6. MOMO Collective will keep the Product in stock as long as the Lender offers it for rent on the Platform. The risk of loss of or damages to the Product shall be borne by the Lender. If the Product is no longer offered on the Platform, the Lender will collect it from MOMO Collective within five (5) business days of the cessation of the offer, unless otherwise agreed between the Parties.
7. The Lender explicitly agrees that MOMO Collective may make photographs and images of the Products for the purpose of using it on the Platform and related (social) media of MOMO Collective.
ORDER, DELIVERY AND RETURN
1. A Customer can place an order for a Product offered by the Lender through the normal ordering process at https://momocollective.be as set forth in the MOMO Collective General Terms and Conditions for Customers [LINK]. MOMO Collective will confirm the order to the Customer via e-mail if (i) the Customer selected a predetermined rental period in which the Product is indicated as available for rent by the Lender or (ii) the Lender confirmed the rental period as suggested by the Customer.
2. If the Lender receives an order of a Customer via the Platform, the Lender shall not be entitled to process the order outside of the Platform, nor (maintain) contact with the Customer for the rental of Products outside of the Platform. If the Lender violates the foregoing, MOMO Collective shall be entitled to the payment of the Fees as set forth in article 7.1 and to damages in accordance with article 17.7.
3. Subject to the payment of the Customer Price (as defined in article 7.2), MOMO Collective shall (i) package and ship the ordered Products, and (ii) provide the necessary return labels to the Customer, receive returns and ensure that the returned Products are dry-cleaned, in accordance with the Documentation and the MOMO Collective General Terms and Conditions for Customers [LINK]. Further customer services and warranty handling are entirely at the risk and expense of the Lender. The Lender guarantees that it will act in accordance with the Documentation.
CUSTOMER RELATIONSHIP
1. A rental agreement is concluded between the Lender and the Customer if a Customer proceeds to rent a Product offered by the Lender via the ordering process on the Platform (the Rental Agreement). The Lender is always obliged to adhere to the Terms and Conditions in its relationship with the Customer and shall not impose general terms and conditions that infringe the MOMO Collective General Terms and Conditions for Customers [LINK]. These MOMO Collective General Terms and Conditions for Customers apply between MOMO Collective and the Customer and relate to the Platform provided by MOMO Collective and the use thereof by the Customer. MOMO Collective is entitled to amend the MOMO Collective General Terms and Conditions for Customers from time to time.
2. The Lender acknowledges that MOMO Collective shall not be a party to this Rental Agreement and shall never be held to refund or reimburse any amounts owed or paid, directly or indirectly, by the Customer to the Lender. MOMO shall act as a mere intermediary for the receipt and allocation of the Customer Price in accordance with article 7 and shall merely undertake best efforts to block the deposit (as set forth in article 7) and distribute such amount to the Lender to which it is entitled.
3. In the event of a dispute between the Customer and the Lender (such as with respect to a payment), MOMO Collective may, at its sole discretion, act as a mediator, but shall never be required to do so.
4. The Lender is responsible for the proper performance of the Rental Agreement at its own risk and expense. The Lender shall indemnify MOMO Collective against any claim that a Customer makes against MOMO Collective, as a result of or in connection with the conclusion and/or the execution of the Rental Agreement.
5. The Lender shall ensure that its offer as well as the execution of the Rental Agreement are in compliance with the Terms and Conditions (as amended from time to time) and all applicable laws and regulations. The Lender is not entitled to deviate from this, or to (re)conclude the rental with a Customer outside the Platform.
PAYMENT
1. The Lender shall pay to MOMO Collective per Product
  1. a fee of fifteen percent (15%) of the rental price of the Product, established in accordance with the Documentation (the Product Fee); and
  2. a fee of eighteen point five (18,5) EUR in return for logistics services such as the delivery, return and dry-cleaning of the Product (the Logistics Fee)
    
    (together the Fee).
2. The Lender and Customer shall be responsible for the payment and transfer of all VAT and other witholdings, as well as correct tax declarations (including for personal income tax) with respect to the Product.
3. The Lender acknowledges that MOMO Collective has the right to unilaterally increase (and never decrease) the Fee once per calendar year in function of a change in labor costs or external (third party) costs (e.g. wages, energy costs and (raw) material and third party licenses (e.g. hosting services)) up to a maximum of eighty percent (80%) of the Fee in accordance with the Agoria Index Digital, to increase the part of the Fee representing these costs accordingly.
4. MOMO Collective will set up the Platform in such a way that Customers pay the rental price of the Product and the Logistics Fee (the Customer Price) through the use of the online payment processing service Stripe. The Lender can access the general terms and conditions of Stripe through its website: https://stripe.com/nl-be.
5. The Fee due by the Lender to MOMO Collective shall be deducted by MOMO Collective from the Customer Price it receives from the Customer. The Fee shall be non-refundable and exclusive of VAT. The Customer Price after deduction of the Fees (i.e. the rental price of the Product) shall be further distributed to the Lender.
6. MOMO Collective undertakes best efforts to block a deposit on the credit card of the Customer equivalent to the market value of the Product as a second-hand product. In the event the Customer does not or not timely return the Product or the Product is damaged, MOMO Collective may withhold all or part of the deposit and may distribute such amount to the Lender to which it is entitled, at the sole discretion of MOMO Collective.
SERVICES
1. MOMO Collective primarily acts as a Platform where Lenders can connect with Customers for the purpose of reaching a Rental Agreement between the Lender and the Customer. For this purpose, MOMO Collective facilitates the use of the Platform in an accessible manner.
2. MOMO Collective has concluded an agreement for the benefit of its Lenders for the delivery of Products in Belgium with certain delivery services (the Delivery Service) on the basis of which the Lenders can make use of the shipping service of the Delivery Service for the shipment of a Product to a Customer.
COMMUNICATION BETWEEN LENDER AND CUSTOMER
1. The Customer may contact the Lender through use of the chat tool on the Platform, as made available from time to time, or via the e-mail address of the Lender, as indicated on the Account.
2. The Lender acknowledges and agrees that MOMO Collective is entitled to save the communication between the Lender and the Customer through the chat tool, to gain insight in the communication and to use it to the extent necessary to provide, exploit and maintain the Platform. The communication between the Lender and the Customer through the chat tool may be saved by MOMO Collective for the duration of maximum two (2) years.
REQUIREMENTS OF LENDER CONTENT
1. The Lender is fully and solely responsible for the Lender Content. The Lender warrants that the Lender Content, and MOMO Collective’s access to and processing of the Lender Content in the context of the provision of the Platform in accordance with the Terms and Conditions, will not violate any laws or regulations nor any third party (intellectual property) rights.
2. The Lender is solely responsible for the safety and security of the Lender Content and for making the necessary back-ups in order to avoid loss and/or corruption of the Lender Content. However, in order to prevent the loss or corruption of data, MOMO Collective may make a back-up of all Lender Content and will provide the Lender with the most recent available back-up of such Lender Content in case of loss or corruption of Lender Content on MOMO Collective’s behalf.
DATA PROTECTION
1. All personal data with respect to the Lender, the Lender Content and the Customer data submitted by the Customer to the Platform shall be processed by MOMO Collective in accordance with its privacy policy.
2. The Lender shall at all times adhere to and act in accordance with applicable laws, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), when dealing with personal data on or related to the Platform.
RANKING AND REVIEW
1. MOMO Collective presents Products on the Platform according to different ranking mechanisms, resulting in displaying first (i) the Products related to the then current season or campaign, (ii) the most recently uploaded Products, (iii) the Products filtered by the Platform user.
2. The ranking mechanisms as mentioned in article 12.1 are each subject to different parameters, of which the most important are:
  1. Default settings, sorting and filtering mechanisms; and
  2. Personalization (including time when search takes place).
3. The Lender acknowledges and accepts that Customers may participate in an evaluation system (based on which the Lender obtains a rating) and may post reviews about the Lender on the Platform. MOMO Collective has no influence on these reviews and will not censor them, unless the Lender proves that a review is in breach of laws or regulations, public order and/or public decency, is solely about another person or Lender, contains personal data or is fraudulent. Such reviews may be removed or access to those reviews may be disabled by MOMO Collective as soon as it becomes aware of them. MOMO Collective shall inform the submitter of the review of this decision at the latest at the time of removal or disabling of access and provide a clear and specific statement for that decision.
INTELLECTUAL PROPERTY RIGHTS
1. MOMO Collective and its licensors shall at all times retain all titles, interests and rights, including but not limited to any Intellectual Property Rights, in and to the Platform and all content of MOMO Collective related thereto. All rights in and to the Platform not expressly granted to the Lender under the Terms and Conditions are reserved by MOMO Collective (including but not limited to the modifications and improvements made to the Lender Content). Intellectual Property Rights means any and all now known or hereafter existing (a) rights associated with works of authorship, including but not limited to copyrights, copyrightable works (including but not limited to mask work rights) and moral rights; (b) trademarks, trade dress, trade names, corporate names or service mark rights; (c) trade secret rights and other confidential information (including but not limited to ideas, information, improvements, specifications, drawings, programmer notes, discoveries and proposals); (d) patents, patent disclosures, and inventions (whether patentable or not), know-how and industrial property rights; I logos, layout design rights, design rights, database sui generis right, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not, (f) computer software programs (including but not limited to source code and object code), data, databases and documentation thereof and (g) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
2. The Lender shall remain the sole owner of all the rights, titles and interests to Lender Content and any and all Intellectual Property Rights thereto. Nothing contained in these Terms and Conditions shall be construed to confer upon MOMO Collective any right, title or interest in or to any such Lender Content or Intellectual Property Right thereto unless if expressly granted under the Terms and Conditions.
3. The Lender grants MOMO Collective a personal, non-exclusive, non-sublicensable, non-transferable license to use the trademarks and trade names of the Lender for the promotion of the Platform and the Products on the Platform within Belgium, in accordance with the Terms and Conditions.
4. Unless otherwise communicated by MOMO Collective, the Lender may use the wording “as rented on MOMO Collective” or similar wording for the purpose of promoting the Products which are offered for rent on the Platform, provided that it duly complies with the Terms and Conditions and the Documentation and shall never harm the rights, interests or reputation of MOMO Collective.
RIGHT OF WITHDRAWAL
1. In accordance with articles VI.47 et seq. of the Belgian Code of Economic Law (CEL), the Customer has the right to withdraw the Rental Agreement within a period of fourteen (14) days as from the conclusion of the Rental Agreement, without giving any reason and without other charges than those listed in articles VI.50 §2 and VI.51 CEL. The Lender is allowed to ask the Customer for the reason of withdrawal, but the Customer is not obliged to provide a statement of reasons.
2. To invoke the right of withdrawal, the Customer shall inform the Lender of his decision to withdraw from the Rental Agreement within the period of fourteen (14) days referred to in article 14.1. The Customer can inform the Lender by e-mail or other contact details as provided by the Lender himself.
3. The Customer shall duly return the Product in the original condition at his own expense, immediately after notifying the Lender of the decision to withdraw from the Rental Agreement and in any case no later than within fourteen (14) days after such notification, without delay.
4. If the Customer exercises the right of withdrawal when the Rental Agreement is already being executed (pursuant to article VI.46, § 8 CEL), the Customer shall in any case pay an amount proportional to what has already been delivered at the time the Customer notified the Lender that he is exercising his right of withdrawal, compared to the full exercise of the Rental Agreement.
5. The risk and burden of proof for the correct and timely exercise of the right of withdrawal lies with the Customer. In the event of untimely exercise of the right of withdrawal or in the event that the Product is not returned or returned in inadequate conditions, the Customer will not be reimbursed.
RESTRICTION, SUSPENSION AND TERMINATION OF ACCOUNT
1. MOMO Collective reserves the right to restrict or suspend an existing Account, provided that MOMO Collective provides the Lender with a statement of reasons (i.e. reference to specific facts or circumstances) for that decision via e-mail prior to or at the time the restriction or suspension takes effect.
2. If MOMO Collective decides to terminate the Account of a particular Lender, it shall provide the Lender concerned with a statement of the reasons for that via e-mail at least thirty (30) days before the termination takes effect. This notice period shall not apply where MOMO Collective:
  1. is subject to a legal or regulatory obligation to terminate the provision of the Platform to a given Lender in a manner that does not allow it to comply with this notice period; or
  2. exercises a right of termination for an overriding reason under national legislative provisions compliant with EU laws and regulations; or
  3. can demonstrate that the Lender in question has repeatedly breached the Terms and Conditions, which has led to the termination of its access to the Platform.
3. MOMO Collective shall not be required to provide a statement of reasons where it is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or where it can demonstrate that the Lender concerned has repeatedly breached the Terms and Conditions, which has led to the termination its access to the Platform.
4. In the event of restriction, suspension or termination, MOMO Collective may give the Lender an opportunity to clarify the facts and circumstances. If the restriction, suspension or termination is revoked by MOMO Collective, the situation of the Lender shall be remedied without delay.
CONSEQUENCES OF TERMINATION OF ACCOUNT
1. If the Account is terminated for any reason:
  1. the Account is blocked;
  2. the License is ceased; and
  3. the Lender is no longer entitled to use Platform for any purposes.
2. The Lender cannot claim any compensation from MOMO Collective in connection with the termination of the Account by MOMO Collective in accordance with article 14 and the Lender hereby waives any right to damages.
LIABILITY
1. MOMO Collective provides the Platform on an ‘as is’ and ‘as available’ basis. MOMO Collective makes no representations or warranties of any kind, express or implied, as to the operation of the Platform or the information, content, materials, or products included on the Platform. The Lender expressly agrees that the use of the Platform is at their sole risk. MOMO Collective reserves the right to withdraw or delete any information from the Platform at any time, with respect to Lender Content, in accordance with article 3.4. To the full extent permissible by applicable law, MOMO Collective disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. MOMO Collective does not warrant that the Platform is free of viruses or other harmful components.
2. MOMO Collective does not represent and will not be responsible nor held liable, to the greatest extent permitted by applicable law, for the actions, errors or omissions of Lenders and Customers and in particular:
  1. the truthfulness, completeness or accuracy of any information provided by any Lender or Customer;
  2. the compliance with the Terms and Conditions or any applicable laws by any Lender or Customer;
  3. the Products or their compliance with the description given by the Lender; or
  4. the Lender’s or Customer’s failure to execute the rental in accordance with the Terms and Conditions.
3. To the maximum extent permitted by applicable law, MOMO Collective excludes any and all liability (whether in contract, warranty, tort (including as a result of negligence, product liability or other theory) or otherwise) to the Lender or any third person for any indirect, punitive, incidental, special or consequential or other similar damages (including damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, reputational damage, opportunity loss, loss of anticipated savings, and the cost of procuring replacement goods or services), even if MOMO Collective has been advised or notified of the possibility of such costs or damages.
4. The Lender agrees that MOMO Collective can only be held liable under this article 17 to the extent damages suffered by the Lender are directly and solely attributable to MOMO Collective. To the maximum extent permitted by law, the aggregate liability of MOMO Collective together with its affiliates arising out of or related to the Agreement will not exceed the total amount paid by the Lender under the Agreement during the twelve (12) months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation. Nothing in the Agreement shall limit or exclude MOMO Collective’s liability for (i) gross negligence, (ii) willful misconduct, or (iii) fraud.
5. The risk of loss of or damages to the Product shall be entirely borne by the Lender. The Lender is responsible for obtaining the necessary insurance coverages.
6. The Lender is, at all times, fully responsible and liable for the use of its Account and any information on the Platform relating thereto, including but not limited to the Lender Content. The Lender shall fully indemnify, defend and hold harmless MOMO Collective from and against any and all claims, demands, actions, investigations, costs, liabilities, damages and losses in connection with the Account and Lender Content.
7. The Lender shall fully indemnify, defend and hold harmless MOMO Collective from and against any and all claims, demands, actions, investigations, costs, liabilities, damages and losses in connection with its non-compliance of one or more obligations under the Terms and Conditions.
TERM AND TERMINATION
1. The Agreement shall enter into force and shall take effect as from the creation of the Account of the Lender and shall remain in effect for a period of one (1) year (the Initial Term). The Agreement will automatically renew for successive periods of one (1) year (the Renewal Term), unless either Party terminates the Agreement by giving prior written notice of two (2) months before the end of the Initial Term or the then current Renewal Term, as applicable. For the avoidance of doubt, the orders placed by Customers for the rental of Products during the notice period shall still be duly executed and cannot be cancelled nor removed from the Platform by the Lender.
2. MOMO Collective may terminate the Agreement immediately, without compensation, by giving written notice, in the event the Lender materially breaches its obligations under the Agreement. MOMO Collective may also suspend the access to the Platform if the Lender fails to pay to MOMO Collective any amount due under the Agreement and fails to cure such failure within ten (10) calendar days as from the written notice.
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 proceedings.
4. Upon termination of the Agreement for whatever reason (i) the Lender shall promptly pay MOMO Collective all Fees and other amounts due to MOMO Collective pursuant to the Agreement, up to and including the date of termination, and (ii) all user rights granted to the Lender pursuant to the Agreement, including the License as set forth in article 3.1, shall automatically terminate and the Lender shall return the Documentation and any confidential information of MOMO Collective in its possession or under its control.
5. In the event of termination of the Agreement, MOMO Collective will undertake all reasonable efforts to provide the Lender with a back-up made of the Lender Content as set forth in article 10.2 of the Terms and Conditions. MOMO Collective will provide the Lender access to the Platform until it has fully executed its obligation under this article 18.5.
MISCELLANEOUS
1. ENTIRE AGREEMENT – The Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements and understanding, whether written or oral, with respect to the same subject matter still in force between the Parties.
2. ASSIGNABILITY – Without prejudice to other provisions of the Agreement, the Lender will not assign nor transfer any of its rights or obligations under the Agreement, either in whole or in part, to any third party without the prior written consent of MOMO Collective. Any such assignment or transfer without the prior written consent of MOMO Collective will be deemed null and void.
3. SEVERABILITY – Whenever possible, the provisions of the Agreement will be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of the Agreement are found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provisions of the Agreement will not be affected and will continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case, the Parties will amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision that embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).
4. FORCE MAJEURE – Neither Party will be liable for any failure to perform under this Agreement (except for the payment of any sums due hereunder) if such failure is due to causes beyond its reasonable control, such as but not limited to fire, flood, strikes, labour disputes or other industrial disturbances, (declared or undeclared) war, embargoes, blockades, cyberattacks, legal restrictions, riots, pandemics, epidemics, insurrections, governmental regulations and telecommunications, network, computer, server or internet downtime (the Force Majeure).
  
  If an event of Force Majeure occurs, the Parties shall immediately consult with one another in order to find an equitable solution and shall use all reasonable efforts to minimize the consequences of the occurrence. The performance of the Parties’ obligations under this Agreement shall be suspended for the duration of the delay caused by the event of Force Majeure and the period of performance shall be automatically extended, without any penalty, for an equal period. However, if a Force Majeure event persists for at least three (3) months and the Parties have been unable to reach an equitable solution, either Party can terminate the Agreement upon one (1) month’s notice by registered mail to the other Party.
5. NO WAIVER – Any failure or delay by one Party in exercising any right under the Agreement, the exercise or partial exercise of any right under this Agreement, or any reaction or absence of reaction by a Party in the event of a breach by the other Party of one or more provisions of the Agreement will not operate or be construed as a waiver (either express or implied, in whole or in part) of its rights under this Agreement or under said provision(s) or preclude the further exercise of any such rights. Any waiver of a right must be express and in writing.
  
  If there has been an express written waiver by one Party following a specific failure by the other Party, this waiver cannot be invoked by the other Party in favour of either a new failure, similar to the prior one, or a failure of another nature.
APPLICABLE LAW AND JURISDICTION
1. For a period of thirty (30) days, the Parties will attempt in good faith to resolve promptly, through negotiation, any dispute arising out of or in connection with the Agreement. If the Parties are not able so to resolve their dispute, they may at any time, without obligation and without prejudice to any other proceedings, seek to settle such dispute through third party mediation.
2. The Agreement is governed by the laws of Belgium. Any dispute arising out of or in connection with the Agreement, that the Parties are unable to settle amicably, shall be finally settled by the competent courts of Antwerp, division Antwerp.