Terms and conditions

These are the General Terms and Conditions of Cycle Growth B.V. (trading under the name Ebike4Delivery), with its registered office and place of business at Singel 126 in (1015 AE) Amsterdam, registered in the trade register under number 94044589, VAT identification number NL866615751B01.

Article 1 - Definitions

‍(i) Customer Any party who concludes a Lease agreement with Ebike4Delivery for Lease Products from Ebike4Delivery.

(ii) General Terms and Conditions These general lease terms and conditions.

(iii) Cycle Growth B.V. The legal entity that uses these General Terms and Conditions and who concludes, will conclude or has concluded a Lease Agreement with the Customer, also referred to as Ebike4Delivery.

(iv) Delivery Driver The natural person who carries out work on the Customer’s instruction for the (last- mile delivery) services of the Customer and who uses the Lease product.

(v) Lease Agreement All agreements between Ebike4Delivery and the Customer in which arrangements are made to provide Lease Products by Ebike4Delivery to the Customer.

(vi) Lease Period The period during which the Customer is entitled to use the Lease Product.(vii) Lease Product(s) An e-bike, e-scooter and/or battery.

(viii) Quotations All quotations, offers, order confirmations and/or other communications from Ebike4Delivery intended to conclude a Lease Agreement with the Customer.

(ix) Instalment Amount The weekly amount to be paid by the Customer to Ebike4Delivery for the use and maintenance of the Lease Products, as specified in the Lease Agreement.

Article 2 - Applicability and amendment

‍1. These General Terms and Conditions apply to all Offers made by Ebike4Delivery, Lease Agreements and any related and/or ensuing (follow-up) agreements between Ebike4Delivery and the Customer.

2. The Customer's general purchase or other terms and conditions are not valid and are expressly rejected.

3. Deviations from these General Terms and Conditions and/or the Lease Agreement or any related agreements will only be agreed upon in writing.

4. In the event of a substantive interim amendment to the General Terms and Conditions, Ebike4Delivery will notify the Customer of the amendment no later than two months before it takes effect. The Customer will be entitled to prematurely terminate the Lease Agreement within this period. If the Customer does not object to the announced amendment within this period, it is assumed that the Customer has agreed to the amendment.

5. If provisions in the Lease Agreement and these General Terms and Conditions conflict, the provision in the Lease Agreement will prevail.

6. All appendices to these General Terms and Conditions form an integral part.

Article 3 - Quotation and conclusion of the Lease Agreement

‍1. All Quotations from Ebike4Delivery are without obligation unless indicated otherwise by Ebike4Delivery.

2. The Customer guarantees the correctness and completeness of the information provided to Ebike4Delivery by the Customer or on its behalf, on which Ebike4Delivery has based its Quotation.

3. Quotations from Ebike4Delivery are valid for the period specified in the Quotation. If no validity period is specified in the Quotation, the Quotation will be valid for 14 days after the date on which the Quotation is issued.

4. The Lease Agreement is concluded by written acceptance of the Quotation or by the Customer signing the Lease Agreement.

5. Any amendments made to the Quotation by the Customer will not form part of the Lease Agreement unless the amendments have been confirmed in writing by Ebike4Delivery.

6. If Ebike4Delivery sends the Customer a confirmation, this confirmation will be decisive for the content and interpretation of the Lease Agreement, subject to obvious errors.

Article 4 - Prices

‍1. All amounts stated in the Quotation and Lease Agreement are exclusive of VAT.

2. The Instalment Amount has been calculated by Ebike4Delivery based on the information known at the time and taking into account the desired Lease Period.

3. Ebike4Delivery may amend the Instalment Amounts at any time after the conclusion of the Lease Agreement, in the following cases:

-if taxes or levies related to the possession or use of the Lease Product change and/or are introduced after the Lease Agreements have been signed;

-if the purchase price of the Lease Product is increased between the signing of the Lease Agreement and the delivery of the Lease Product;

-if the insurance premiums paid by Ebike4Delivery change;

-if the specification of the Lease Product changes at the Customer’s request or as a result of legal obligations.

4. An amendment of the Instalment Amount based on this article does not entitle the Customer to terminate the Lease Agreement.

Article 5 - Commencement and duration of the Lease Agreement

‍1. Each Lease Agreement will state the commencement date of the Lease Agreement and the duration of the Lease Period.

2. The Lease Agreement expires when the agreed Lease Period stated in the Lease Agreement has ended. Parties will further agree upon any extension of the Lease Agreement if desired. The Customer will remain obligated to pay the (Instalment) amounts owed for (the use of) the Lease Product until it has been returned to Ebike4Delivery.

Article 6 - Delivery of the Lease Product

‍1. The delivery date is the starting date of the Lease Period.

2. When the Lease Product is available for delivery, EBike4Delivery will notify the Customer.

3. After this notification, the Customer will make a delivery or collection appointment for the Lease Products. The delivery date will be no later than five working days after Ebike4Delivery has sent its notification that the Lease Product is available.

4. If no timely delivery or collection appointment is made, the delivery date will be set at five working days after Ebike4Delivery has sent a notification that the Lease Product is available.

5. If the Parties have agreed on a date for delivery of the Lease Products, but the Lease Products are not collected (or cannot be accepted) by the Customer, the unsuccessful delivery date will be considered the starting date of the Lease Period.

6. If the Customer does not take delivery of the Lease Products, the Customer is obliged to reimburse Ebike4Delivery for all losses it incurs as a result, including - but not limited to - all Lease Instalment Amounts owed for the agreed Lease Period and/or costs related to late delivery.

7. The Lease Products will be delivered to the Customer at the address stated in the Lease Agreement unless the Parties agree otherwise in writing.

8. Upon delivery of the Lease Product, the person taking delivery of the Lease Products must show valid proof of identity and sign the confirmation of receipt. That person will be deemed to legally represent the Customer.

9. By signing the confirmation of receipt upon delivery, the Customer confirms that the Lease Product delivered to them is in good condition, corresponds with the Lease Agreement and is ready for use.

10. Any defects or damage ascertained during the delivery must be reported by the Customer on the confirmation of receipt, under penalty of forfeiture of all Customer rights.

11. At the time of delivery, the risk of damage to the Lease Product is transferred to the Customer.

12. Exceeding the delivery periods specified by Ebike4Delivery will not constitute a default on the part of Ebike4Delivery. Delivery/availability dates are target dates and may never be interpreted as strict deadlines.

Article 7 - Payments

‍1. The Customer must pay Ebike4Delivery the (Instalment) amounts due in Euros, including VAT.

2. The Customer is obliged to pay the due (Instalment) amounts in good time.

3. The (Instalment) amounts due must always be credited to Ebike4Delivery's bank account on the due date stated on the invoice.

4. The Customer authorises Ebike4Delivery to debit all amounts due, including – but not limited to – the Instalment Amounts, insurance excess, repair costs and/or recovery costs, from the Customer's bank account around the due date of the invoice, by means of direct debit.

5. Any penalties incurred by the Customer as a result of the use of the Lease Products by the Customer, Delivery Drivers or third parties will be collected via direct debit immediately – but in any event before the due date of the relevant penalty.

6. By signing a SEPA (direct debit authorisation) in the Lease Agreement, the Customer authorises Ebike4Delivery to debit the (Instalment) amounts owed from the Customer's bank account, or to have them debited, and prior to the Lease Period, to debit EUR 1 to verify the Customer's bank account. If this verification by Ebike4Delivery is unsuccessful, Ebike4Delivery is not obliged to make the Lease Products available to the Customer. The Customer will still be liable for the (Instalment) amounts agreed in the Lease Agreement for the duration of the Lease Period.

7. In the event of overdue payment, the Customer will be in default without further notice of default being required. The Customer will be liable for the statutory commercial interest on the due (Instalment) amount.

8. In the event of late payment, Ebike4Delivery is entitled to increase the amounts owed by the Customer with the actual legal costs, including the costs of legal assistance, even insofar as they exceed the liquidation cost, and all extrajudicial (collection) costs incurred by Ebike4Delivery, with a minimum of fifteen per cent (15%) of the amount overdue.

9. If the Customer continues to make payments after being in default, these payments will first be set off against the interest owed, followed by the (Instalment) amount that has been overdue the longest.

10. Invoices will be sent to the e-mail address known to Ebike4Delivery. The Customer must inform Ebike4Delivery if their e-mail address changes.

11. Any invoices not received by the Customer shall not affect the Customer's payment obligation.

12. Even if a Lease Product cannot be used for any reason, the Customer remains obligated to pay.

Article 8 - Ownership of the Lease Product

‍1. The Lease Product will always remain the property of Ebike4Delivery unless the Parties have agreed otherwise in writing.

2. The Customer may not sell, pledge or otherwise encumber the Lease Product.

3. The Customer declares to be familiar with the fact that Ebike4Delivery is entitled to transfer the ownership of the Lease Products (or have it transferred) and to have the Lease Agreement and any additional agreements carried out by third parties. The Customer declares to have agreed on this in advance.

Article 9 – Accessories

‍1. The installation of accessories or other changes or additions to the Lease Product requires the prior written approval of Ebike4Delivery. The minimum conditions are that the accessories can be fitted and removed without causing damage to the Lease Product.

Article 10 - Use of the Lease Product

‍1. The Lease Products may be used exclusively by Delivery Drivers for last-mile delivery. The Lease Product may not be used for any other purpose than these; taking into account that the list is not exhaustive, the following is not permitted: transport of persons and/or animals, driving lessons, in the context of competitions, speed, driving ability and/or reliability tests.

2. Before each use of the Lease Product, the Delivery Driver is obliged to check the Lease Product's usability of the Lease Product, including – but not limited to – tyre pressure, correct operation of the front and rear lights, brakes and direction indicators of the E-bike and E-scooter.

3. The Lease Product will be used and maintained by the Customer and/or Delivery Driver in accordance with the terms and conditions of use and maintenance, attached as Appendix 1 - Terms and Conditions of Use and Maintenance to these General Terms and Conditions, and is available for perusal. The Customer declares that it and the Delivery Drivers are familiar with how to use the Lease Product and the Terms and Conditions of Use and Maintenance.

4. When using the Lease Product, Delivery Drivers must comply with all statutory obligations, including – but not limited to – having a valid driving licence when using an e-scooter.

5. Delivery Drivers using the Lease Products may not consume or have consumed alcohol, other narcotics, and/or medicines that influence or may influence the ability to drive when they use the Lease Products.

6. In the event of damage or a defect to the Lease Product, the Customer and/or the Delivery Driver are not permitted to use the Lease Product if this could worsen the damage, the defect or cause reduced road safety.

7. The Customer will not allow any third parties – other than Delivery Drivers – to use or co-use the Lease Products.

8. The Customer and/or the Delivery Driver are not permitted to transport the Lease Products outside the national borders of the Netherlands without Ebike4Delivery's permission.

9. The actions and behaviour of the Delivery Drivers in connection with the Lease Products will be at the expense of the Customer as if they were the Customer's own actions and behaviour. The Customer is also responsible for checking whether the Delivery Drivers of the Lease Products comply with the provisions of this article and the Terms and Conditions of Use and Maintenance.

Article 11 - Maintenance and repairs

‍1. With regard to the Lease Products, the Customer will act with due care in accordance with its nature and purpose and must take care of the maintenance as set out in Appendix 1 - Terms and Conditions of Use and Maintenance.

2. The Customer keeps a record of when the Lease Products require maintenance. As soon as a maintenance appointment is required, the Customer will make an appointment with Ebike4Delivery via http://www.Ebike4Delivery.com/service .

3. Ebike4Delivery is entitled – without assuming any obligation in this respect – to carry out an audit once a year to check whether the Customer complies with the terms and conditions of use and maintenance. Ebike4Delivery may carry out an inspection unannounced.

4. In principle, all maintenance and repairs on the Lease Products will be carried out by Ebike4Delivery, unless Ebike4Delivery has given the Customer prior written permission to have the maintenance or repair carried out by another maintenance or repair company.

5. If a Lease Product develops a defect, the Customer must immediately, and in any case, no later than seven days after detection, report this via http://www.Ebike4Delivery.com/service .

6. The Customer is entitled to the number of maintenance intervals as determined in the Lease Agreement for the Lease Products. This means that the maintenance intervals agreed in the Lease Agreement will be at the expense of Ebike4Delivery, provided the Customer makes normal use of the Lease Products.

7. The following – but not limited to these – cases do not constitute normal use. This means that the maintenance and repair costs of the Lease Product will be at the expense of the Customer (for any cover for damage to the Lease Products, see Article 14 of these General Terms and Conditions):

-If the Customer has not carried out maintenance, or had maintenance carried out, on the Lease Products in accordance with the terms and conditions of use and maintenance (Appendix 1);

-If the Lease Product has not been used in accordance with Article 10 of these General Terms and Conditions;

-Replacement, repair and/or overhaul of the Lease Product as a result of damage caused by the Delivery Driver, the Customer, a third party or other external causes;

-(Worsening of) damage caused by the use of a defective or damaged Lease Product;

-Damage to the Lease Product which has occurred because the Customer and/or Delivery Driver has leased and/or made the Lease Product available to a third party;

-Damage that occurred to the Lease Product at a time that it was used for a purpose other than last-mile delivery;

-Damage that has occurred as a result of the Lease Product and the keys belonging to the Lease Product, the alarm system or documents belonging to the Lease Product (such as the vehicle registration certificate) being lost;

Article 12 - Replacement Lease Product

‍1. A replacement Lease Product during repair and maintenance work – carried out by Ebike4Delivery – forms part of the Lease Agreement.

2. Ebike4Delivery is at all times entitled to replace the Lease Product for the remainder of the Lease Agreement with a Lease Product of an equal or nearly equal type or model.

3. If maintenance and/or repair result from non-compliance with the obligations in Articles 10, 11 and 13 of these General Terms and Conditions, or the repair is the result of no normal use, the Customer will bear the costs for a replacement Lease Product.

Article 13 - Protocol for reporting damage

‍1. In the event of damage to the Lease Product, the Delivery Driver or a third party, the Customer will immediately notify Ebike4Delivery via the service form found under www.ebike4delivery.com/service

2. Documents relating to the damage, such as damage reports, witness statements and official police reports, must be sent to Ebike4Delivery immediately.

3. In the event of theft of the Lease Products, the Customer will immediately file a report with the police and will always send the two original keys of the Lease Product to Ebike4Delivery or an insurance expert appointed by Ebike4Delivery by registered post. Immediately after receiving the police report, the Customer will send it to Ebike4Delivery by e-mail and registered post.

4. Theft or loss of the key(s) is reported immediately to Ebike4Delivery, and the Customer will immediately file a report with the police. Immediately after receiving the police report, the Customer will send the report to Ebike4Delivery by e-mail and registered post.

Article 14 - Damage and insurance of the Lease Product

‍1. The policy terms and conditions of the (third-party) insurance policy for the Lease Products are attached as Appendix 2 if applicable to the lease offer.

2. No insurance forming part of this agreement covers 3rd party damages or liability to any degree on covers the theft and damage of the lease product only.

3. Damage to the Lease Products that is not paid for by the insurance – even if the insurance provides cover in accordance with the policy – will be at the expense of the Customer.

4. Insofar as the insurance covers the Lease Product or a third party, the Customer will have to pay an excess of GBP 750 per claim.

5. From the time of delivery of the Lease Product, the Customer is liable for all damage that has arisen as a result of any event related to the Lease Product. If payment is made to Ebike4Delivery under an insurance policy taken out by Ebike4Delivery, this will not affect the Customer's liability.

6. If the insurance company refuses coverage for any other reason, the Customer will be fully liable for the costs and damages incurred by Ebike4Delivery as a result.

7. Damage to or loss of personal belongings that were on the Lease Product and/or accessories that the Customer has fitted and which are not included in the Lease Agreement will always be at the Customer's expense.

8. If the Customer fails to comply with the protocol for reporting damages as set out in Article 13, any damage or consequential loss, including – but not limited to – costs resulting from refusal to pay, will be at the Customer's expense.

Article 15 - Termination of the Lease Agreement

‍1. Premature termination of the Lease Agreement by the Customer is not possible, except under the circumstances referred to in Article 2.5 of these General Terms and Conditions.

2. If the Lease Agreement is nevertheless terminated prematurely by the Customer, the latter will still owe the Instalment Amounts for the remaining Lease Period as agreed in the Lease Agreement.

3. Ebike4Delivery is authorized, at its discretion, to suspend the execution of all Lease Agreements between the Customer and Ebike4Delivery, in whole or in part, or to terminate or dissolve them in part with immediate effect by means of a written notice, without judicial intervention, and without Ebike4Delivery being required to pay any compensation while retaining all the rights to which Ebike4Delivery is entitled concerning compensation for costs, damages and interest, and is entitled to repossess Lease Products with immediate effect, if:

-The Customer fails to pay on time or the Customer fails to fulfil one or more other obligations under the Lease Agreement and/or these General Terms and Conditions and/or the Terms and Conditions of Use and maintenance (Appendix 1);

-The Customer applies for a moratorium on payments or is declared bankrupt;

-The Customer decides to dissolve or liquidate its company or to officially halt its operations;

-The Customer relocates to a foreign country;

-The Customer loses the disposal of its assets in any way;

-The Customer's movable and/or immovable assets or the Lease Product is seized;

-The Lease Product was stolen and has not been returned after 30 days of it being missing.

4. The Customer is obligated to inform Ebike4Delivery immediately in writing of the circumstances referred to in Article 15.3.

5. The Customer is obligated to inform the debt collector, the police or judiciary, the administrator or curator of the Lease Agreement immediately. The Customer hereby authorises Ebike4Delivery to take any measures on behalf of the Customer to repossess the Lease Product.

6. The Customer is obligated to indemnify Ebike4Delivery in the event of termination or dissolution of the Lease Agreement by Ebike4Delivery for, among other things, but not limited to:

-The sum of overdue Instalment Amounts, commercial interest due, and total remaining Instalment Amounts;

-Costs associated with the repossession of the Lease Product;

-If the Lease Product has been seized, the Instalment Amounts until the Lease Product is released from seizure and back in possession of Ebike4Delivery, insofar as this is a longer period than the remaining Instalment Amounts due in accordance with the Lease Period agreed in the Lease Agreement;

-The replacement costs of the Lease Product in case of theft or loss, if the insurance does not cover these.

7. All judicial and extrajudicial costs of any nature whatsoever incurred by Ebike4Delivery due to the Customer's failure to fulfil its obligations under the Lease Agreement and/or these General Terms and Conditions will be borne in full by the Customer.

8. The Instalment amounts will continue to accrue until the Lease Agreement is terminated and the Lease Product is back in EBike4Delivery's possession.

9. Termination of the Lease Agreement by the Customer will never result in any obligation to repay the (Instalment) amounts already paid to Ebike4Delivery by the Customer.

Article 16 - Returning the Lease Product

‍1. The Customer must return the Lease Product to an address specified by Ebike4Delivery no later than the last business day of the Lease Period agreed in the Lease Agreement.

2. The Customer must make an appointment with Ebike4Delivery to return the Lease Product no later than five business days before the end of the Lease Period.

3. If the Lease Product is not returned (on time), the Customer will owe additional relevant (Instalment) amounts until the Lease Product is returned to Ebike4Delivery.

4. Upon return of the Lease Product, an Ebike4Delivery employee, together with the Customer, will assess whether the Lease Product is damaged, clean and whether all the components, including two keys and documents associated with the Lease Product, are present. The result of this assessment will be recorded in a lease-return (condition) report, and such a report is conclusive.

5. If damage to the Lease Product is ascertained upon return and this damage has not been reported or is not covered by the (third-party) insurance and/or was not mentioned on the confirmation receipt as described in Article 6.10 of these General Terms and Conditions, this damage will be at the expense of the Customer.

6. If the Lease Product is not returned clean, Ebike4Delivery may charge the Customer for the cleaning costs, with a minimum of € 40 excluding VAT.

7. If the Lease Product is clearly in worse condition upon return than may reasonably be expected with normal use and maintenance, Ebik4Delivery will be entitled to charge the Customer for any depreciation.

8. If parts, keys and/or documents are missing, the Customer will be charged for the costs for replacement and depreciation.

9. Upon return of the Lease Product, the Customer must remove any modifications or additions it has made to the Lease Product without this damaging the Lease Product. If the Customer fails to fulfil this obligation, Ebike4Delivery is entitled to return the Lease Product to its original state at the Customer’s expense.

10. If the Customer has not removed any fitted accessories upon returning the Lease Product, Ebike4Delivery will take ownership of the accessories without the Customer being entitled to any compensation.

11. If the Customer does not return the Lease Product before the end of the Lease Agreement, Ebike4Delivery is entitled to access the location where the Lease Product is located to repossess it. The Customer will bear all related costs.

12. The Customer will compensate Ebike4Delivery for lost income if it cannot re-lease the Lease Product after its return because it requires more repairs or restoration than is considered reasonable.

Article 17 - Force majeure

‍1. If Ebike4Delivery is temporarily unable to fulfil the Lease Agreement due to force majeure, it is authorised to suspend the execution of the Lease Agreement in whole or in part for as long as the force majeure continues.

2. If Ebike4Delivery is permanently unable to fulfil the Lease Agreement due to force majeure, it is entitled to terminate the Agreement in whole or in part with immediate effect, without Ebike4Delivery being required to pay the Customer any compensation or damages. Force majeure includes failures on the part of (suppliers and/or other auxiliary persons) of Ebike4Delivery, production failures, work stoppages and excessive employee absenteeism and/or other auxiliary persons, government measures and weather conditions.

Article 18 - Liability

‍1. Ebike4Delivery is not liable for any (in)direct and/or immaterial damage caused by or because of the Lease Product to the Customer, Delivery Driver or third parties, unless in the event of intent or deliberate recklessness on the part of Ebike4Delivery.

2. Ebike4Delivery is not liable for any errors or negligence of any third parties it engages.

3. Ebike4Delivery shall not be liable for any damage if, for the purposes of the Lease Agreement, the Customer has provided Ebike4Delivery with incorrect or non-representative information.

4. In the event that Ebike4Delivery is liable to the Customer, this liability will be limited to the amount paid out by Ebike4Delivery's professional and/or liability insurance. If the insurer does not pay out, or if Ebike4Delivery is not insured, liability will be limited to a maximum amount equal to the sum of the Term Payments made in the 12 months prior to the event that caused the damage.

5. The Customer indemnifies Ebike4Delivery against any claims from Delivery Drivers or third parties, including – but not limited to – reimbursement of costs, damage (including personal injury) and payment of penalties arising from the use of the Lease Product.

6. If the Customer wishes to insure its (risk of) damage because of taking and/or using the Lease Products, including – but not limited to – its own direct and indirect (consequential) loss, damage to Delivery Drivers, damage to third parties and damage to the Lease Products, the Customer itself must take out appropriate (consequential) risk and/or liability insurance.

Article 19 - Joint and several liability

‍1. If several legal entities or natural persons are listed as Customers for the Lease Products, each of them will be jointly and severally liable for compliance with the obligations ensuing from the Lease Agreement and the General Terms and Conditions.

Article 20 - Intellectual property rights

‍1. All intellectual property rights relating to Lease Products are vested in Ebike4Delivery, its licensors or other third parties and are not transferred to the Customer as a result of the Lease Agreement.

2. Even if parts are designed and/or developed by Ebike4Delivery specifically for the Customer, the resulting intellectual property rights are not transferred to the Customer.

Article 21 – Privacy

‍1. The Customer is aware that the Lease Products may be equipped with a track & trace system. Ebike4Delivery has access to all the information in this system and will treat it confidentially. In principle, Ebike4Delivery will only use the data in connection with invoicing the Customer. This information will not be shared with other parties without the Customer's written consent, except if required by a statutory obligation and/or supervisory body.

2. Ebike4Delivery processes personal data as stated in its Privacy Statement.

3. Any Track& Trace system deployed by Ebike4Delivery is fully GDPR compliant.

Article 22 - Governing law

‍1. The Lease agreement, these General Terms and Conditions and any related agreements are governed by Dutch law. Disputes will be submitted to the District Court of Amsterdam.

Article 23 - Final stipulations

‍1. If one or more provisions of these General Terms and Conditions prove to be invalid or are set aside by a court of law, the remaining provisions will remain valid.

Article 24 - Complaints

‍1. In the event of complaints or other questions, the Customer can contact Ebike4Delivery via support@Ebike4Delivery.com