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Terms and conditions

Terms and conditions

GENERAL TERMS AND CONDITIONS IN EFFECT FROM 10 APRIL 2018

  • DEFINITIONS
    1. The following terms used in these General Terms and Conditions written with a capitalized initial letter are defined as follows:
      1. ‘Subscription’: the subscription taken out by the Customer under the Contract between VanMoof and the Customer for the use of the Bicycle;
      2. ‘Applicant Customer’: any adult, natural person or legal entity wishing to be a Customer and/or with whom VanMoof is in discussions or negotiations for the signing of a contract, or who is in discussions or negotiations with a Customer for the transfer of a Key;
      3. ‘Bicycle’: the bicycle supplied to the Customer by VanMoof under the Subscription;
      4. ‘Guest Use’: as defined in Article 5.1;
      5. ‘Initial Payment’: a one-off sum payable by the Customer to VanMoof at the start of the Subscription for the rent of the Bicycle, as specified in the Contract;
      6. ‘Web Portal’: the digital Portal for the Subscription, accessible via www.vanmoof.com, by which the Customer can access their personal account and transfer their Key;
      7. ‘Key’: the right of the Customer to use the Bicycle;
      8. ‘Customer’: any adult, natural person or legal entity with whom VanMoof has entered into a Contract and who is accepted by VanMoof;
      9. ‘Monthly Fee’: the payment owed by the Customer to VanMoof each calendar month for the rent of the Bicycle, as specified in the Contract;
      10. ‘Contract’: a contract between VanMoof and the Customer for a Subscription;
      11. ‘Total Loss’: as defined in Article 7.4;
      12. ‘VanMoof’: VANMOOF B.V., with registered office at Mauritskade 55H, 1092 AD Amsterdam, registered in the Netherlands Chamber of Commerce under number 34227663; and
      13. ‘VanMoof Brand Store’: a specialist bicycle business managed by VanMoof or a legal entity associated with VanMoof or other location stipulated by VanMoof for the purpose of the Subscription.
    2. Insofar as required by context, terms used in the plural in these General Terms and Conditions (the ‘General Conditions’) include the singular, and vice versa.
  • REGISTRATION PROCESS
    1. An Applicant Customer may apply for a Subscription via the Web Portal. A Contract comes into effect once the Applicant Customer has submitted an application via the Web Portal (and accepted these General Conditions) and once VanMoof has accepted the Applicant Customer as a Customer. These General Conditions apply to all Subscriptions and form part of every Contract between a Customer and VanMoof.
    2. VanMoof reserves the right to refuse an Applicant Customer if:
      1. The Applicant Customer has had a previous Subscription terminated by VanMoof;
      2. VanMoof has some other reason for believing that the Applicant Customer will not comply with the terms of the Subscription, the Contract, and/or these General Conditions; or
      3. the Applicant Customer does not live within a radius of 10 kilometres from a VanMoof Brand Store.
    3. Before VanMoof will supply the Bicycle to the Customer, the Customer must:
      1. have paid the Initial Payment to VanMoof;
      2. have supplied VanMoof with a payment authorization via the Web Portal (credit card or bank transfer) for payment of the Monthly Fee and any other sums payable under the Contract and/or these General Conditions, which method of payment must have been verified and accepted by VanMoof in writing; and
      3. at the time of collecting the Bicycle from a VanMoof Brand Store prove their identity by means of a valid form of ID.
  • BICYCLE
    1. For the duration of the Subscription VanMoof will supply to the Customer a Bicycle of the agreed type and model. Unless VanMoof decides to replace the Bicycle, the Customer will have the use of the same Bicycle for the duration of the Subscription. The Bicycle will remain at all times the property of VanMoof.
    2. For the duration of the Subscription VanMoof will carry out maintenance and repairs on the Bicycle (parts and labour) insofar as such work is required as a result of normal wear and tear through normal use. For the purpose of maintenance and repair work, whether or not instigated by VanMoof, the Customer must transport the Bicycle to and from a VanMoof Brand Store or (at their own expense) arrange for such transportation. This obligation applies throughout the duration of the Subscription, even in the event of a large or larger distance between the Customer and the nearest VanMoof Brand Store occurring as a result, for example, of a new address of the Customer or the closure/relocation of a VanMoof Brand Store. If available, the Customer will be able to loan an alternative bicycle for the duration of the repairs or maintenance to their Bicycle. VanMoof is entitled (but not obliged) to repair damage to the Bicycle caused by circumstances for which the Customer is liable at the expense of the Customer.
    3. Work carried out on the Bicycle by the Customer or a third party is at the expense of the Customer, unless VanMoof has confirmed in advance in writing that it will be responsible for such costs.
    4. VanMoof is entitled to take back the Bicycle at any time in consultation with the Customer and replace it with a comparable Bicycle.
  • KEY, TRANSFER OF KEY
    1. The Key is strictly personal and may be used only by the Customer or, if the Customer is a legal entity Customer, by the natural person for whose benefit the Subscription is taken out. Except by transfer of the Key in accordance with the provisions of Article 4 the Customer is not permitted to share this with any third party or to enable any third party to use the Bicycle.
    2. During the registration process the Customer will create a password that will provide them with access to the confidential information and functions within the Web Portal. The Customer undertakes to treat the log on data in the strictest confidence and to ensure it remains inaccessible to any third party.
    3. The Customer must update the personal and payment data it has supplied to VanMoof as soon as possible following every change in such data via the Web Portal.
    4. The Customer may transfer the Key (and thus the exclusive right to use the Bicycle) to an Applicant Customer. The Key gives such Applicant Customer the exclusive right to use the Bicycle without this Applicant Customer being liable to pay VanMoof the Initial Payment, on condition that this Applicant Customer has first accepted these General Conditions and has been accepted by VanMoof as a Customer, whereby the legal obligations of the Customer to VanMoof arising under the Subscription are transferred to this new Customer by means of an assignment of contract as defined in Book 6 Article 159 of the Dutch Civil Code. In the case of a transfer of the Key in accordance with this Article 4, the start date of the Subscription of the new Customer is the date on which the Key is supplied to the person who has been assigned the Key. The Customer may offer the Key to an Applicant Customer in any way permitted by law, but transfer of the Key must be effected via the Web Portal.
    5. VanMoof has no control over the willingness of an Applicant Customer to accept transfer of the Customer’s Key or any payment that the Applicant Customer may be prepared to pay for such transfer. VanMoof does not guarantee that there will at any time be any Applicant Customer wishing to accept transfer of the Customer’s Key, nor does VanMoof give any guarantee as to the amount that any Applicant Customer may be willing to pay for the transfer to them of the Customer’s Key. VanMoof expressly does not guarantee that as a result of a transfer of the Key the Customer will receive a payment equal to, or in proportion to, the amount of the Initial Payment.
    6. It is the sole responsibility of the person who transfers the Key, and not VanMoof, to actually supply the Bicycle to the Applicant Customer who has accepted transfer of the Key. The transfer of the Key is a transaction between the Customer that transfers the Key and the Applicant Customer that accepts transfer of the Key. VanMoof is not a party to this transaction and the right of revocation specified in Article 11 does not apply to this transaction.
    7. These General Conditions apply by analogy to the party that is assigned a Key from an existing Customer and to the Contract with such party, with the exception of Article 2.3.
    8. VanMoof is entitled to refuse to cooperate with the assignment of contract referred to in section 4 of this article 4 if there are compelling reasons to justify this. Such a compelling reason would include, for example, a situation in which the Customer wishing to transfer the Key is in breach of their obligations to VanMoof.
  • GUEST USE
    1. For the duration of the Subscription the Customer and one partner, family member or friend of the Customer may during a stay in a city abroad (outside the Netherlands) in which a VanMoof Brand Store is located make use of a Bicycle (‘Guest Use’) at no additional cost.
    2. VanMoof will use its best efforts to be able to offer Bicycles for Guest Use to the Customer, but cannot guarantee the availability thereof. Bicycles for Guest Use should be booked via the Web Portal and will be allocated on a ‘first come, first served’ basis. Following a confirmed booking, any such Bicycle may be collected from the VanMoof Brand Store or other location designated for such purpose by VanMoof and at the end of the relevant period must be returned to the same location. No such Bicycles will necessarily be of the same value as the Bicycle in respect of which the Subscription is taken out.
    3. The Customer may take advantage of Guest Use for a maximum of seven (7) consecutive days and a total of no more than fourteen (14) days per calendar year.
    4. By taking advantage of Guest Use the Customer and - where relevant - their partner, family member or friend acknowledge that all obligations upon the Customer arising from these General Conditions will apply by analogy to Guest Use. In addition or as an exception to these General Conditions, local conditions may apply. In the event of any discrepancy between the two, local conditions will take precedence over the provisions of these General Conditions.
  • GENERAL OBLIGATIONS AND PROHIBITIONS
    1. The Customer must:
      1. act with the required duty of care and treat the Bicycle with care, in accordance with the instructions given by VanMoof and with local traffic laws and regulations;
      2. immediately notify VanMoof via the Web Portal of any theft, embezzlement, or loss of - of damage to - the Bicycle;
      3. always keep the Bicycle locked, using as a minimum (depending on type) the ring lock supplied with the Bicycle or the rear-wheel lock integrated within the Bicycle and, where possible, also using the chain lock supplied with the Bicycle;
      4. carry out small repairs at their own expense, such as: (i) regularly checking tyre pressure and, where necessary, inflating the tyres, and (ii) keeping up-to-date and regularly checking the sturdiness of moving parts, and oiling and greasing such parts as necessary;  
      5. ensure that the Bicycle is at all times safe in traffic and ridden safely;
      6. ensure that the Bicycle is maintained in accordance with the maintenance schedule specified by the manufacturer;
      7. arrange for damage to the Bicycle resulting from circumstances for which they are liable to be repaired at their own expense by VanMoof; and
      8. if the Bicycle indicates an error to immediately contact VanMoof.
    2. The Customer is not permitted to:
      1. make alterations to the Bicycle that cannot be reversed without causing damage to the Bicycle. Bicycle child seats and other accessories are permitted provided that these can be removed without damaging the Bicycle;
      2. use the Bicycle for commercial purposes (such as leasing/sub-leasing, or for use in providing courier or delivery services) or for cycling sport competitions, or tests;  
      3. make the Bicycle available to family members or, if the Customer is a legal entity or business owner, to employees;
      4. use the Bicycle other than on roads and cycle paths;
      5. exceed the maximum load of the Bicycle specified by the manufacturer;
      6. manipulate, decompile, reverse engineer, or disassemble in any way the electronics and/or software of the Bicycle, the Key, or the Web Portal, or use these in any way for data gathering;
      7. arrange for repairs or alterations to be carried out to the Bicycle without the prior express written approval of VanMoof;
      8. take the Bicycle abroad (outside the Netherlands);
      9. park the Bicycle in any place where this is prohibited;
      10. use the Bicycle as security; or
      11. make copies of the keys to the locks supplied with the Bicycle.
  • THEFT, EMBEZZLEMENT, ACTUAL LOSS, TOTAL LOSS
    1. The Customer must safeguard the Bicycle as far as possible against theft, embezzlement, and actual loss by keeping it locked using as a minimum (depending on type) the ring lock supplied with the Bicycle or the rear-wheel lock integrated within the Bicycle and, where possible, also using the chain lock supplied with the Bicycle.
    2. In the event of theft, embezzlement, or actual loss the Customer must notify VanMoof accordingly by e-mail or via the Web Portal immediately, and in any event within 24 hours of discovery, and report the matter to the police. The Customer must be in a position to return to a VanMoof Brand Store all original keys to the Bicycle supplied to the Customer.
    3. On receipt by VanMoof of a report of theft, embezzlement, or actual loss of a Bicycle, together with a copy of the police report, the VanMoof Bike Hunters will try to find the Bicycle. If they fail to return the Bicycle to the Customer within two weeks of receipt of the report, VanMoof will replace the Bicycle by one that is as far as possible of equal value unless any of the situations described in section 6 of this article arises.
    4. If the Bicycle is a total write off or so badly damaged that the repair costs would exceed the amount of the Initial Payment this is referred to as ‘Total Loss’. In the event of Total Loss the Customer must notify VanMoof accordingly by e-mail or via the Web Portal immediately, and in any event within 24 hours of discovery, and VanMoof will replace the Bicycle by one that is as far as possible of equal value unless any of the situations described in section 6 of this article arises.
    5. Until such time as the Bicycle is returned to the Customer following its theft, embezzlement or actual loss, or the Customer receives a replacement Bicycle from VanMoof, the Customer may loan an alternative bicycle provided there is one available. The Customer must collect the Bicycle (once it has been recovered by the Bike Hunters), the replacement bicycle, and/or a loan bicycle from, and return them to, the nearest VanMoof Brand Store. For each occasion that the VanMoof Bike Hunters are deployed, whether or not they succeed in recovering the bike, VanMoof will charge the Customer a fee of €98.00.  
    6. VanMoof will not replace the Bicycle, and the Customer is liable to make a payment to VanMoof (the amount of which is specified in the Contract and is dependent upon the type and value of the Bicycle) if any one or more of the following situations arises:
      1. this is the third occurrence of a theft, embezzlement, actual loss and/or Total Loss;
      2. the theft, embezzlement, actual loss and/or Total Loss is the result of the own fault, deliberate act, recklessness (whether or not intentional), and/or deliberate intent of the Customer. This would be the case if, for example, the Customer has not locked the Bicycle sufficiently or at all, or not otherwise sufficiently protected it against theft, embezzlement, or actual loss (for example, through careless handling of the keys), or if the damage or Total Loss is the result of improper use of the Bicycle (for example, by using the Bicycle in breach of these General Conditions); or
      3. the Customer, following an actual or alleged theft, embezzlement, actual loss, or Total Loss of the Bicycle, is unable to hand in the keys to the Bicycle to a VanMoof Brand Store.
  • DURATION AND TERMINATION
    1. Unless a minimum duration for the Subscription has been agreed, the Subscription is for an indefinite term and may be terminated by the Customer at the end of a calendar month subject to two weeks’ written notice sent by letter, e-mail or via the Web Portal. If a minimum duration for the Subscription has been agreed, then the Subscription cannot be ended until the agreed end date, and subject to two weeks’ notice before that date.
    2. VanMoof may not terminate the Subscription during the first five years following the date on which the Key is first supplied by VanMoof to a Customer, unless a situation as described in section 4 of this article arises. After five years following the date on which the Key is first supplied by VanMoof to a Customer, VanMoof may, in addition to any rights to terminate under section 4 of this article, terminate the Subscription provided that VanMoof pays compensation to the Customer for such termination in accordance with the following table:

Termination by VanMoof (after date of first issue of Key):

Compensation payable by VanMoof to the Customer (as a percentage of the Initial Payment):

5 to 6 years:

50%

6 to 7 years:

40%

7 to 8 years:

30%

8 to 9 years:

20%

9 to 10 years:

10%

More than 10 years:

0%

Otherwise than under section 2 of this article or pursuant to Article 11, no part of the Initial Payment will be refunded to a Customer.

  1. In respect of the compensation specified in section 2 of this article:
    1. VanMoof will only pay this compensation if it terminates the Subscription and such termination is not pursuant to section 4 of this article;
    2. VanMoof will only pay this compensation once the Bicycle has been returned to VanMoof in accordance with section 6 of this article; and
    3. VanMoof reserves the right to reduce the amount of compensation or not to pay any, as it sees fit, in the event of any damage or defects to the Bicycle otherwise resulting from normal wear and tear of normal use.
  2. VanMoof may terminate the Subscription at any time with immediate effect and without prior warning to the Customer if:
    1. the Customer is a consumer and has failed to pay two instalments of the Monthly Fee and/or other sums owed under the Contract or these General Conditions;
    2. the Customer is a legal entity or business person who has signed the Contract in the performance of their commercial or independent professional or business activities, and there is also: an arrears of payments, a moratorium, bankruptcy, liquidation, or winding-up of business, or they are made subject to the rescheduling of debts of natural persons act, or there is a change in control of the legal entity;  
    3. at the start of, or at any time during, the Subscription the Customer has supplied incorrect information;
    4. fraud has been committed or VanMoof has a reasonable belief that fraud has been committed;
    5. the Customer shares their Key or log-in information for the Web Portal with, or otherwise transfers the same to, a third party in breach of the provisions of Article 4;
    6. the Customer refuses to bring the Bicycle to a VanMoof Brand Store for maintenance or repair, or otherwise creates difficulties for any maintenance or repair;
    7. a situation as described in Article 7.6 occurs;
    8. the Customer is in attributable breach of the provisions of the Contract or of these General Conditions and fails to remedy such breach(es) without delay; or
    9. the Customer rides the Bicycle when under the influence of alcohol or drugs;
    10. the Customer uses the Bicycle for improper purposes, including but not limited to the performance of stunts.
  3. In the event of termination of the Subscription by VanMoof by virtue of one or more of the situations listed in section 4 points 1 to 10 of this article, the Customer’s access to the Bicycle and the Web Portal will be immediately blocked and the Customer must immediately return the Bicycle to a VanMoof Brand Store. If the Subscription is terminated in such a way, then VanMoof has the right to:
    1. the immediate return of the Bicycle to a VanMoof Brand Store. If the Customer does not immediately return the Bicycle, VanMoof is entitled to recover possession itself and to charge the Customer accordingly;
    2. receive payment of the Monthly Fee up to and including the month in which the Bicycle is returned, together with all other sums due under the Contract and/or these General Conditions; and
    3. compensation for all loss actually incurred by VanMoof.
  4. Following termination of the Contract, the Customer must return the Bicycle to VanMoof in the same condition as it was supplied to the Customer, with any additions or changes made to the Bicycle by the Customer reversed.
  • PAYMENT, ARREARS OF PAYMENT
    1. The Monthly Fee and any other payments due under the Contract and/or these General Conditions, will be transferred monthly in advance by means of the payment method selected at the time of registration. In the case of commercial Customers agreement can be reached for payment to be made in respect of regular invoices. Payment of the Monthly Fee for the next calendar month must be made by no later than the last day of the current calendar month. The Monthly Fee due in respect of the first calendar month is calculated pro rata according to the number of days between the signing of the Contract and the end of that month.  
    2. The Customer irrevocably authorizes VanMoof or - in the case of an assignment of the right as described in section 5 of this article - the party to which the right has been assigned, to obtain payment of all sums owed by the Customer under the Contract and/or these General Conditions by means of direct debit from the account indicated by the Customer or the debiting of their credit card, or other selected payment method included in the Web Portal.
    3. The Customer remains liable for payments that VanMoof has not been able to collect. If the Customer has not paid the Monthly Fee or any other payment even after a payment reminder has been sent, VanMoof will contact the Customer to again request payment and offer the Customer the option to update their personal and/or payment data.
    4. If a payment has not been received by VanMoof within 60 days of the payment date, and VanMoof has sent the Customer at least one payment reminder, VanMoof reserves the right to report the theft and/or embezzlement of the Bicycle and to recover the Bicycle. The Customer is liable for all costs thereby incurred by VanMoof. Furthermore, in such a case the Customer has no right to any partial refund of the Initial Payment.
    5. VanMoof reserves the right to assign its rights under the Contract and/or these General Conditions.
  • PRIVACY
    1. VanMoof may store and process personal data and other information pertaining to the Customer and use this to make offers, whether or not personalised, to the Customer.
    2. In the case of the theft or embezzlement of the Bicycle or reasonable suspicion of theft, embezzlement, or fraud, VanMoof is entitled (but not obliged) to locate the Bicycle – if the type of Bicycle permits this – to track the Bicycle at this location, and/or to check whether prior to the alleged or actual embezzlement or theft the Bicycle had been locked.
  • CANCELLATION RIGHTS
    1. The Customer has the right to cancel the Contract (and thus the Subscription) within a cancellation period of 30 days following the date on which a binding Contract is created, without having to give reasons.
    2. To exercise these cancellation rights, the Customer must notify VanMoof clearly, in writing (by letter or e-mail) or via the Web Portal of their wish to cancel the Contract (and thus the Subscription).
    3. If the Customer does cancel the Contract VanMoof will refund to the Customer no later than 14 days after VanMoof has received notice from the Customer of their decision to cancel all payments made to VanMoof by the Customer up to that moment, including delivery costs (but excluding any extra costs arising from any choice of delivery beyond the cheapest standard delivery offered by VanMoof). The refund will be effected using the same payment method used by the Customer for the original transaction, unless the Customer has expressly agreed otherwise. If the Customer has used the Bicycle during the cancellation period the Customer will pay a sum to VanMoof equal to the Monthly Fee, which sum VanMoof may withhold from the sums it owes to the Customer. If the Bicycle has already been supplied by VanMoof at the time of cancellation the said cancellation period of 14 days does not start to run until the Customer has returned the Bicycle to VanMoof having regard to the provisions of Article 8.6.
  • FINAL PROVISIONS
    1. VanMoof reserves the right to make any reasonable changes to the Subscription (including an increase in the Monthly Fee in line with the consumer price index) and/or to these General Conditions. VanMoof will notify the Customer at least 30 days before any change to these General Conditions becomes binding upon the Customer.
    2. If any provision of these General Conditions is deemed invalid, void, or unenforceable, this will not prevent the remaining valid, lawful and enforceable provisions from being fully binding.
    3. Book 7, Articles 207, 208, 210, and 216 (2) and (3) of the Dutch Civil Code do not apply.
    4. The Customer agrees to information concerning the Subscription being sent only in digital form, such as by e-mail to the e-mail address disclosed at the time of registration.
    5. Apart from any liability of VanMoof arising from a deliberate act or gross negligence, or by virtue of any mandatory law, VanMoof excludes all other liability to the Customer.
    6. In the event of force majeure VanMoof is not obliged to comply with any obligation arising from the Subscription, the Contract, and/or these General Conditions. The term ‘force majeure’ here includes the inability of VanMoof to comply with its obligations due to war, threat of war, civil unrest, disturbance, fire, water damage, frost, flood, earthquake, work stoppage, sit down, lock out, government measures, defective equipment, interruptions in energy supply, breakdowns in communication systems, and changes to relevant laws or regulations.
    7. The Subscription, the Contract, and these General Conditions are governed exclusively by Dutch law.
    8. The Dutch courts have exclusive jurisdiction to hear any dispute arising from the Subscription, the Contract, these General Conditions, or any other legal relationship between VanMoof and the Customer resulting therefrom.
    9. Except in the case of a transfer of a Key in accordance with the provisions of Article 4, the rights of the Customer arising from the Subscription, the Contract, or these General Conditions cannot be assigned without the prior written consent of VanMoof. This provision constitutes a stipulation with property-law effect as defined in Book 3 Article 83 (2) of the Dutch Civil Code.






1. Definitions

1.1 In these general terms and conditions (“Terms”), the following definitions shall apply:

VanMoof: The private company with limited liability under Dutch law VanMoof B.V., having its registered offices in Amsterdam, the Netherlands;
Client: all natural or legal persons with whom VanMoof enters into an Agreement or with whom VanMoof is negotiating about the conclusion of an Agreement;
Agreement: any and every agreement entered into between VanMoof and a Client, any amendment thereto and any actions or legal transactions connected with the execution of that Agreement and, seen in retrospect, any and all actions and legal transactions necessary for entering into that Agreement;
Products: any and all goods which are the subject of an Agreement;
Order: any order issued by a Client to VanMoof in any form whatsoever.

2. Applicability

2.1 The present Terms shall comprise a part of all Agreements and shall be applicable to all VanMoof’s and Client’s actions and legal transactions. Unless the nature or specific contents of any stipulation in the present Terms should oppose this, the provisions of the Terms shall also be applicable to Agreements under the terms of which VanMoof does not act in its capacity of seller.

2.2 Applicability of any general terms and conditions applied by Client is explicitly dismissed by VanMoof.

2.3 In so far as the nature of provided services allows, these Terms apply to all services provided by VanMoof to the Client.

3. Quotations, Agreements, Product descriptions, services and definitions


3.1 A quotation or (price) offer shall not be binding on VanMoof and shall qualify only as an invitation to the Client to place an Order.

3.2 An Agreement shall only be concluded to the extent VanMoof accepts an Order from the Client in writing or if VanMoof executes an Order. If at the request of Client VanMoof carries out any work for Client before an Agreement is concluded, then Client shall remunerate VanMoof therefore in accordance with VanMoof’s customary rates.

3.3 After acceptance of an Order, VanMoof shall at all times be entitled to cancel such Order without stating its reasons after acceptance of such Order, in which case VanMoof shall not be obliged to refund any more than advance payments already made by Client, if any.

3.4 VanMoof shall observe due care in informing the Client of the figures, measurements, weights, features other information applicable to the Products, but cannot warrant that these shall be free of deviations. Any specifications or samples demonstrated or made available shall be no more than indications of the Products concerned. If the Client should be able to demonstrate that the Products supplied by VanMoof deviate from the information provided by VanMoof or from the samples or specifications in such a way that the Client can no longer be obliged to comply with the order concerned, the Client shall have the right to dissolve the Agreement, to the extent however that such a dissolution should be necessary in reason and without VanMoof being liable for damages.


4. Peace of Mind Service;

4.1 VanMoof provides a service to safeguard VanMoof Smart Bike and Electrified S owners, and maximise their chances of getting their bike back in the event it does get stolen. In order to use this service, you will need to establish a member account ("Account"). To be able to offer you these services, we need to process personal data such as your name, (email) address, phone number and location. By applying for an Account, you give us permission to disclose some of your personal information to third parties for verification purposes, and to obtain additional information about you. VanMoof may accept or reject account applications for an account based on our sole discretion.

4.2 You may not use another member's Account, permit anyone else to use your Account, or assign or otherwise transfer your Account to any other person or entity. When applying for and creating your Account, you must provide accurate and complete information, and keep such information updated and accurate throughout the term of your policy. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. You must notify VanMoof immediately of any breach of security or unauthorized use of your Account. VanMoof will not be liable for any losses caused by any unauthorized use of your Account.

4.3 You may control your Member profile and how you interact with the Service by changing the options in your Settings page on my.vanmoof.com. By providing your email address to VanMoof, you consent to our use of that email address to send you Service-related emails, including any notices required by law, in lieu of communication by postal mail. By providing your mobile phone number to VanMoof, you consent to our use of the phone number to send you Service-related SMS messages. You cannot opt out of Service-related emails or SMS messages as these are vital to operating our Service.

4.4 We may also use your email address and/or cell phone number to send you other messages, such as information about changes to features of the Service and special offers. If you prefer not to receive such messages, you may opt out or change your preferences in the Settings page of my.vanmoof.com. Opting out may prevent you from receiving messages regarding updates, improvements or offers.

4.5 Purchasing Terms

From 13 June 2017, The Peace of Mind Service must be purchased at the same time as your SmartBike or Electrified S. After the purchase date it is not possible to add the Peace of Mind Service to your bike. Prior to 13 June 2017, the Peace of Mind Service came as ‘standard’ for 2 years with all SmartBikes purchased - that policy still applies.

 

4.6 Service Rules

In using the Service and/or the App, you agree not to engage in any of the following prohibited activities:

  • copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping";
    using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the VanMoof servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser, except that VanMoof grants the operators of public search engines revocable permission to use spiders to copy materials from VanMoof.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials;

  • transmitting spam, chain letters, or other unsolicited email;

  • attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;

  • uploading invalid data, viruses, worms, or other software agents through the Service;

  • collecting or harvesting any personally identifiable information, including account names, from the Service;

  • using the Service for any commercial solicitation purposes;

  • impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

  • interfering with the proper working of the Service

  • accessing any content on the Service through any technology or means other than those provided or authorized by the Service;

  • or bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
    VanMoof may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability for any reason, including if in VanMoof sole determination you violate any provision of these Terms. VanMoof also retains the right to remove or suspend accounts for any reason, including a violation or suspected violation of these Terms. All aspects of the Service are subject to change or elimination at VanMoof sole discretion. VanMoof reserves the right to interrupt the Service with or without prior notice for any reason. You agree that VanMoof will not be liable to you for any interruption of the Service, delay or failure to perform."

4.7. We will not provide any cover in respect of Claims which are caused directly or indirectly by any of the following:

  • (a) You deliberately leaving your bike unlocked and/or unattended unless you can demonstrate to our reasonable satisfaction that other precautions were taken to protect Your bike;

  • (b) You were not using the VanMoof Chain Lock to lock your bike at the time it was stolen.

  • (c) a malfunction of any software, application or other material downloaded to Your bike from third parties by you or anyone else using your bike with your permission;

  • (d) the effect of any virus, “back door”, “time bomb”, “Trojan horse”, “drop dead device” or malware on Your Equipment;

  • (e) Theft from any property unless You can demonstrate to Our reasonable satisfaction that there was forced entry to the property or the Theft had taken place despite You taking reasonable precautions to protect Your bike;

  • (f) Confiscation of Your Equipment by any government or public authority;

  • (g) Adjustment to or alteration of Your bike;

  • (h) War, invasion, act of foreign enemy, hostilities, civil war, terrorism, rebellion, revolution or military or usurped power;

  • (i) Without a crime reference number from the Local police department.

  • (j) When theft of the bike is covered under any other insurance policy stated under your name.

  • (k) More than 3 thefts within the term of your policy,

  • (l) Any damage to your bike caused by you or others before the theft of the bike.

  • (m) If your bike was outside the following countries at the time it was stolen; he Netherlands, Germany, Japan, USA, Belgium, Luxembourg, France, Spain, United Kingdom, Austria, Denmark, Finland, Italy, Latvia, Poland, Portugal, Sweden.  

  • (n) Routine servicing or repairs by anyone not authorised by VanMoof;

  • (o) Any defect or fault covered by a supplier's guarantee or warranty.

  • (p) Costs suffered by you as a result of not being able to use the bicycle, or any costs other than the replacement of the bicycle.

4.8. In addition, You will have no cover for any of the following:

  • Accessories or other equipment (apart from the VanMoof Chain Lock which will be replaced free of charge) attached to the bike after Your Equipment was Accidentally Lost or Stolen;

  • When you have not reported the bike stolen in the app within 14 working days after you pressed charges or reported it to the Police.

  • When the bike is sold to another user (your policy is unique to you as a user)

  • When the bike is transferred incorrectly within the app in a period of 2 years  

  • Not following the manufacturer’s instructions;

4.9. How to claim

Follow the step by step instructions below to report a claim.

  1. Confirm that your VanMoof Electrified S or SmartBike has really been stolen. If possible, contact the owner or management of the last known location of your bicycle to see if it has been found.

  2. Report the theft to the police (or local police if abroad at the time of the theft) as soon as possible and obtain a report or crime reference number together with details of the police station. We encourage you to report any theft within 14 days, and ideally immediately.

  3. You must be registered in the VanMoof app and the stolen VanMoof Electrified S or SmartBike must be registered under your account.

  4. To make a claim please login to your VanMoof app on Android or IOS and navigate to “menu” / “report stolen bike” click on “yes”

  5. VanMoof will follow up on your claim within 48 hours to validate the theft and start the Bike Hunting process.

 


5. Amendments

5.1 Notwithstanding article 2, amendments of any provision in any Agreement or in the Terms may only be agreed by written consent of both parties.

5.2 If an amendment or adjustment as referred to in the previous article is agreed, such amendment or adjustment shall only apply to the Agreement concerned, unless expressly stated otherwise.

6. Prices


6.1 All VanMoof’s prices are in EUR/USD/GBP unless expressly stated otherwise. Insofar as prices are stated in other currency than EUR/USD/GBP, than such statement of price is deemed to be based on the EUR/USD/GBP equivalent of such price at the date that the price statement was made. Prices are exclusive of value added tax or any other sales tax. Costs of packing and despatch, import and export duties and taxes and any other surcharges, levies or taxes imposed or charged in respect of the Products and the transportation thereof shall be for the Client’s account.

6.2 Any change of factors having an impact on the prices of VanMoof, including but not limited to rates of third parties, currency exchange rates, insurance rates, import and export duties and any other charges payable upon importation or exportation, freight charges and other charges, levies or taxes, may be charged on to Client by VanMoof.

6.3 Service fees;You agree to the fees and charges, terms of sale, payment and billing policies applicable to your use of the Service as stated in these terms of use. VanMoof may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. All fees and charges for your use of the Service are non-refundable, except as may be expressly stated in these terms of use. If at any time fees for an existing service are increased, you are of course free to cease your use of the service. Continued use of the service will be treated as your agreement to the new terms.  

7. Payment

7.1 The Client shall pay all amounts due to VanMoof within 30 days of the invoice date.

7.2 All payments shall be made by the Client into a bank account to be designated by VanMoof without any discount, deduction, suspension or setoff.

7.3 If at any given moment VanMoof has doubts about the credit-worthiness of the Client, VanMoof is entitled, before (continuing the) performance of an Agreement, to demand from Client that advance payment of the payable amount is made or that the Client furnishes proper security. Without prejudice to the previous sentence, VanMoof is always entitled to suspend performance of an Agreement or Order in case of one or more outstanding invoices of, in total, more than € 3.500 or in case an invoice is more than 30 days overdue.

7.4 The mere expiration of a payment term puts Client into default. In that case, all claims by VanMoof against Client, regardless of their grounds or nature, shall be immediately payable.

7.5 Without any further default notice, the Client owes interest on all amounts which have not been paid by the last day of the payment term to be calculated as from that date at a rate equivalent to the statutory commercial interest rate in accordance with article 6:119a Dutch Civil Code. Reminders or overviews of outstanding invoices expressed in principals which have been sent to Client in the meantime, shall under no circumstances imply any forfeiture of rights regarding interest charge for late payment or expenses.

7.6 If even after the lapse of a payment term further stated by registered mail, fax or e-mail, the Client has not paid the payable amount and interest, Client is bound to compensate VanMoof for all expenses in and out of court. Expenses out of court may at all times be fixed by VanMoof at 15% of the invoice amount with a minimum of 250 euro exclusive of VAT, without prejudice to the right of VanMoof to claim the real expenses instead.

7.7 Invoices sent by VanMoof shall not be binding in the sense that, if by mistake invoices mention incorrect amounts, VanMoof shall be entitled to forward correction invoices.

7.8 Regardless of any statement expressing otherwise, payments by Client are deemed to have been settled on debts in the following order: interest, (extra-judicial) collection charges, principals payable (the older ones before newer ones).

8. Delivery period

8.1 The delivery period indicated by VanMoof shall be based on the circumstances applicable to VanMoof at the time the Agreement is entered into and, to the extent dependent on performance by third parties, on the information that those third parties provided to VanMoof.

8.2 The delivery period shall commence on the date of VanMoof’s written Order confirmation. If, in order to execute the Order, VanMoof requires information from the Client, the delivery period shall commence on the date on which VanMoof disposes of all the necessary information or resources, but not earlier than the date of the written Order confirmation.

8.3 The Client shall not be entitled to claim any compensation in the event of an overdue delivery period. Neither shall the Client be entitled to dissolve the Agreement in such an event, unless the Client proves that it cannot in reason be required to comply with the relevant part of the Agreement. In such case, the Client shall be entitled to dissolve the Agreement, provided it has informed VanMoof thereof in writing and without prejudice to VanMoof’s right to supply the Products concerned and to require payment thereof within three weeks of the receipt of such a notification.

8.4 VanMoof shall at all times be entitled to deliver in part-consignments.

9. Delivery and risk

9.1 If and to the extent that parties have not explicitly agreed in writing on the (costs of) delivery of the Products and the transfer of risk, the delivery shall be made at VanMoof’s premises, and the risk of the Products and the packing thereof shall in all cases be transferred to the Client at the moment the Products are ready for dispatch, while the dispatch shall be effected for the Client’s account and risk.

9.2 If the Client should fail to collect the Products it has ordered or should fail to do so promptly, it shall be in default without requiring a written notice of default. In such event VanMoof shall be entitled to store the Products for the Client’s account and risk and to sell these to a third party. The Client shall remain liable for the purchase price plus the interest and costs (by way of compensation) after the deduction of the net proceeds of such sale to a third party, if any.

10. Products and services of third parties

10.1 At all times VanMoof shall be entitled to engage third parties to fulfil (parts of) an Agreement. If VanMoof calls in third parties, the terms and conditions that apply to the agreement between such third parties and VanMoof apply to the Agreement notwithstanding the rights and obligations of VanMoof and the Client arising from the Agreement, to the extent that in the event that these rights and obligations deviate, the terms and conditions that bind VanMoof to any third party shall prevail. The terms and conditions that bind VanMoof towards third parties in cases as described above will be provided by VanMoof to the Client free of charge at the Client’s first request.

11. Retention of title

11.1 Irrespective of the actual delivery date, the title to the Products shall not be transferred to the Client until it has paid VanMoof the sum outstanding in respect of the Products in full, including the purchase price, any surcharges, interest, taxes and costs payable pursuant to the Terms or an Agreement and any services rendered or to be rendered in respect of the Products.

11.2 The Client shall not be authorized to rent, let or make the Products available in use to third parties, to pledge them or to otherwise encumber them in favour of third parties until VanMoof has transferred the title of those Products to the Client.

11.3 If and as long as the title to the Products has not yet been transferred to the Client, the Client shall inform VanMoof forthwith in writing in the event that the Products are seized, attached, garnished or if any other claim should be made with regard to the Products.

11.4 In the event of attachment, seizure, garnishment, bankruptcy, involuntary liquidation or a (provisional) moratorium of payments, the Client shall immediately inform the administrator or liquidator, the bailiff or the process-server serving the seizure, garnishment or attachment, of VanMoof’s rights of title.


12. Inspection and complaints

12.1 The Client shall be obliged to carefully inspect the Products immediately upon arrival at their destination or to have these examined upon receipt by the Client itself or any third party acting at its instructions, whichever is earlier. VanMoof must be informed in writing of any complaints in respect of defects to the Products or any discrepancies in quantity, weight or quality between the Products supplied and the specification thereof in the relevant order confirmation or invoice no later than within 5 days after the receipt of the Products. The Client must notify VanMoof of defects that could not in reason have been discovered within the abovementioned period in writing immediately after discovery, but in any case no later than within 30 days of the receipt of the Products. Should the Client fail to inform VanMoof within the abovementioned term, its rights to exercise any of its rights with regard to such irregularity or defect have lapsed, notwithstanding the applicability of a possible shorter period applied by a carrier or other third party further to article 9.1 above.

12.2 The Client shall be obliged to immediately cease the use of the Products concerned after discovering any irregularity or defect, under penalty of lapse of the right to exercise any of its rights with regard to such irregularity or defect. The Client shall provide any cooperation VanMoof may require in order to investigate the complaint.

12.3 The Client shall not be entitled to return Products to VanMoof before VanMoof has agreed in writing to such return. The costs of the return consignment shall be for the Client’s account, and the Products shall remain at risk of the Client after receipt by VanMoof of such Products.

13. Other obligations and responsibility of the Client

12.1 The Client shall at all times make any and all information necessary for the execution of VanMoof’s activities available timely and shall warrant the accuracy and comprehensiveness thereof.

12.2 The Client shall not be entitled to remove or make invisible any trademarks or identifying marks on the Products, any documents accompanying and/or regarding the Products.

13. Force majeure

13.1 If VanMoof is unable to fulfil any of its obligations towards Client due to force majeure, these obligations shall be suspended during the force majeure situation.

13.2 If a force majeure situation has lasted for 1 month, both parties have the right to dissolve the Agreement in writing entirely or in part. In the event of force majeure of VanMoof, Client is not entitled to any compensation or damages, not even if VanMoof would enjoy any benefit as a result of such force majeure.

13.3 Force majeure on the part of VanMoof is to be understood as a case of overmacht as mentioned in article 6:75 Dutch Civil Code, and furthermore any circumstance beyond the control of VanMoof hindering the fulfilment of its obligations towards Client entirely or in part or because of which VanMoof cannot be expected in all fairness to fulfil its obligations, regardless whether such circumstance could have been foreseen at the time when the Agreement was concluded. Such circumstances include but are not limited to fires, acts of terrorism, strikes and lockouts, stagnation or other production problems suffered by VanMoof or its suppliers, or problems in the transportation provided by VanMoof or any third parties, any government measures, as well as the inability to obtain any permit or licence from any governmental body.

13.4 Parties shall notify each other as soon as possible of any (possible) force majeure situation.

14. VanMoof’s Products

14.1 VanMoof warrants only those features, qualities of its Products that are explicitly agreed in writing.

14.2 If VanMoof should deliver Products to the Client which VanMoof has obtained from its own suppliers, VanMoof shall at no time be obliged to honour a warranty or liability in respect of the Client which is more far-reaching than that which VanMoof can claim from its own supplier.

14.3 If, in VanMoof’s opinion, the Client has been able to prove that any Products supplied by VanMoof to the Client do not function properly, VanMoof may choose, at its sole discretion, between:

re-supplying the Products upon the return of the Products;
modifying the Products properly;
to grant the Client a discount on the purchase price to be agreed by mutual consent.
VanMoof shall be fully discharged of its warranty obligations by complying with one of the options described above, and it shall not be held to pay any further compensation or damages.

14.4 The Products shall remain completely for the Client’s risk even if VanMoof should carry out any repairs to the Products.

15. Liability

15.1 Any liability of VanMoof shall at all times be limited to the sum insured that shall be paid in such case under the liability insurance policies taken out by VanMoof. These insurance policies have limited cover, inter alia with respect to the amount of the damages and the number of insured events per year. Upon request thereto, access may be obtained to the insurance cover note. Should no payment be made by virtue of aforementioned insurance policies, regardless of the grounds, the liability of VanMoof shall be limited to the fee that was invoiced by VanMoof and paid by Client in connection with the delivery at hand during a twelve month period directly preceding the date on which the event leading to liability occurred, up to a maximum liability of € 10,000 (ten thousand Euro).

15.2 In the event that VanMoof involves third parties, VanMoof shall not accept any liability whatsoever for failure to perform on the part of such third party except for failure to perform on the part of VanMoof itself – to which article 15.1 applies. If the Client brings legal action directly against a third party, the Client shall indemnify VanMoof against any claims by such third party in connection with such claim as well as against all expenses to be incurred by VanMoof.

15.3 All rights of legal action and other powers of the Client towards VanMoof in connection with the Products delivered by VanMoof shall lapse upon expiry of a one year term after the date on which the Client has become aware of - or could in all fairness have been aware of - the existence of such rights and powers.

16. Termination

16.1 If Client fails to fulfil any of its obligations arising from the Agreement properly or in time, Client shall be in default and VanMoof shall be entitled without any default notice:

to suspend the fulfilment of the Agreement until payment has been adequately guaranteed; and/or
to dissolve the Agreement with Client entirely or in part;
all this without prejudice to VanMoof other rights under any Agreement whatsoever and without VanMoof being held to any damages.

16.2 If VanMoof exercises its right of dissolution as mentioned in article 16.1, VanMoof is authorized to set off any amount which may possibly be refunded to Client with a remuneration for activities already carried out as well as with a compensation for loss of profit.

16.3 In the event of bankruptcy, (provisional) suspension of payment, liquidation or attachment of one or more assets of Client or if Client is aware that any of these situations may occur, Client must notify VanMoof thereof as soon as possible.

16.4 In case of a situation as referred to in article 16.3, all Agreements with Client shall be dissolved by operation of law, unless VanMoof notifies Client that it wishes (part of) the Agreement concerned to be fulfilled, in which case VanMoof is entitled without any default notice:

to suspend fulfilment of the Agreement(s) concerned until payment has been adequately guaranteed; and/or
to suspend all its payment obligations, if any, towards Client;
all this without prejudice to VanMoof’s other rights under any Agreement whatsoever and without VanMoof being held to any damages.

16.5 In the event of a situation as referred to in article 16.3, all VanMoof’s claims against Client shall be immediately payable in full.

17. Transfer of rights and obligations

VanMoof is allowed to transfer to third parties the rights and obligations described in any Agreement with Client. If obligations of VanMoof are transferred, VanMoof must inform Client aforehand and Client shall be entitled to terminate the Agreement by the date on which the transfer shall take place. In such case, VanMoof shall not be liable for any damages. Client cannot transfer to third parties any rights or obligations from any Agreement unless after consent thereto by VanMoof.

18. Comprehensive Agreement


An Agreement, including these Terms, is a comprehensive representation of the rights and obligations of parties and shall replace all prior written and verbal arrangements, statements, expressions or acts by parties.

19. Privacy

We care about the privacy of our Users. Our Privacy Policy (https://www.vanmoof.com/en_us/privacy) outlines how we use and safeguard your information. By using the product and Service, you are consenting to have your personal data collected, used, transferred to and processed in the Netherlands and other countries as long as the level of privacy protection is similar to that of The Netherlands.

20. Conversion

If and insofar as any provision of these terms cannot be invoked due to any imperative rule of law, the unfair character of these Terms or grounds of reasonableness and fairness, the provision concerned, as far as contents and essence are concerned, shall in all events have a corresponding meaning to such an extent that the provision concerned may indeed be rightfully invoked.

21. Applicable law, competent court

21.1 The law of the Netherlands shall be applicable to the present Terms and to all other Agreements. The applicability of the Uniform Law on the International Sale of Movable Property, the Uniform Law on the Formation of International Contracts for the Sale of Goods as well as the Vienna Convention on the Sale of goods is excluded.

21.2 Any disputes arising from the Agreement or these Terms shall be brought excusively before the competent court in Amsterdam.

22. Amendment of terms

These terms may be amended on the part of VanMoof by mere notification to Client. In the absence of any protest within 30 days after notification the amended Terms shall apply to all new Agreements as of the day of notification as well as to all current Agreements if and insofar as these are carried out after the day of notification.

The present Terms are filed with the Chamber of Commerce in Amsterdam under number 34227663