VanMoof Company Bike Program
General Terms and Conditions
Definitions
The following terms used in these General Terms and Conditions will have the following meanings:
‘Applicant Customer’: any person, age 18 or older, eligible for this offer through their employer, 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;
‘Bicycle’: the bicycle supplied to the Customer by VanMoof under the Subscription;
‘Contract’: a contract between VanMoof and the Customer for a Subscription;
‘Customer’: any person, 18 years or older, eligible for this offer through their employer, with whom VanMoof has entered into a Contract;
'Key’: the right of the Customer to use the Bicycle;
‘Monthly Fee’: the payment owed by the Customer to VanMoof each calendar month for the rent of the Bicycle, as specified in the Contract;
‘Subscription’: the subscription purchased by the Customer under the Contract between VanMoof and the Customer for the use of the Bicycle;
‘Total Loss’: as defined in Article 6.4;
‘VanMoof’: VANMOOF B.V., having its principal place of business at Mauritskade 55, 1092 AD Amsterdam;
‘VanMoof Brand Store’: a specialist bicycle store managed by VanMoof, a VanMoof managed pop-up store or a legal entity associated with VanMoof or other location stipulated by VanMoof for the purpose of the Subscription; and
‘Web Portal’: the digital web portal for the Subscription, accessible via my.vanmoof.com, by which the Customer can access their personal account and transfer their Key.
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.
These General Terms and Conditions are binding and specific to the offer under article 7; by accepting these Terms all other Terms and Conditions as stated on www.vanmoof.com are void.
Registration Process
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.
VanMoof reserves the right to refuse an Applicant Customer if:
the Applicant Customer has had a previous Subscription terminated by VanMoof;
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
the Applicant Customer does not live within a radius of 10 kilometers from a VanMoof Brand Store.
Before VanMoof will supply the Bicycle to the Customer, the Customer must:
have paid the amounts to VanMoof which are due under the Contract;
have supplied VanMoof with a payment authorization via the Web Portal (credit card or bank transfer) for payment of the Monthly Fee, the Key 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
at the time of collecting the Bicycle from a VanMoof Brand Store prove their identity by means of a valid form of ID.
Bicycle
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.
For the duration of the Subscription, VanMoof will carry out maintenance and repairs on the Bicycle (parts and labor) 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 rent an alternative bicycle for the duration of the repairs or maintenance to their Bicycle. VanMoof shall be entitled (but not required) to repair damage to the Bicycle caused by circumstances for which the Customer is liable at the expense of the Customer.
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.
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
The Key is strictly personal and may be used only by the Customer. Except by transfer of the Key in accordance with the provisions of this Article 4, the Customer is not permitted to share the Key with any third party or to enable any third party to use the Bicycle.
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 login data in the strictest confidence and shall ensure it remains inaccessible to any third party.
The Customer must update the personal and payment data it has supplied to VanMoof as soon as possible following any change in such data via the Web Portal.
The Customer may transfer the Key (and thus the exclusive right to use the Bicycle) to an Applicant Customer, provided that the Applicant Customer has first accepted these General Conditions and has been accepted by VanMoof as a Customer. As a result of such a transfer, the legal obligations of the Customer to VanMoof arising under the Subscription are transferred to the new Customer by means of an assignment of contract. The Key gives such Applicant Customer the exclusive right to use the Bicycle. 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.
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.
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 who accepts transfer of the Key. VanMoof is not a party to this transaction and the right of cancellation specified in Article 11 does not apply to this transaction.
These General Conditions also apply to the party that is assigned a Key from an existing Customer and to the Contract with such party.
VanMoof is entitled to refuse to cooperate with the transfer of the Key and assignment of Contract referred to in section 4 of this article 4 if there are compelling reasons. 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.
General Obligations and Prohibitions
The Customer must:
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;
immediately notify VanMoof via the Web Portal of any theft, embezzlement, or loss of - or damage to - the Bicycle;
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 a mandatory chain lock that is supplied with the Bicycle.
always enable the Bicycle’s alarm system (if fitted to the Bicycle) when parking or storing the Bicycle;
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;
ensure that the Bicycle is at all times safe in traffic and used safely;
ensure that the Bicycle is maintained in accordance with the maintenance schedule specified by the manufacturer;
arrange for repair at their own expense by VanMoof of any damage to the Bicycle resulting from circumstances for which they are liable; and
report any defects in the Bicycle and errors indicated immediately by e-mail or via the Web Portal to VanMoof.
The Customer shall not be permitted to:
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;
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;
make the Bicycle available to family members or, if the Customer is a legal entity or business owner, to employees;
use the Bicycle other than on roads and cycle paths;
exceed the maximum load of the Bicycle specified by the manufacturer;
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;
arrange for repairs or alterations to be carried out to the Bicycle without the prior express written approval of VanMoof;
take the Bicycle abroad (outside of the EU);
park the Bicycle in any place where this is prohibited;
grant a security interest in the Bicycle; or
make copies of the keys to the locks supplied with the Bicycle.
Theft, Embezzlement, Actual Loss, Total Loss
The Customer must safeguard the Bicycle against theft, embezzlement, and actual loss by enabling the alarm of the Bicycle (if fitted to the Bicycle) and keeping 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 use the mandatory chain lock that is supplied with the Bicycle.
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 return to a VanMoof Brand Store all original keys to the Bicycle supplied to the Customer.
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 to the extent possible of equal value unless any of the situations described in section 6.6 of this article arises.
If the Bicycle is a total write-off or so badly damaged that the repair costs would exceed the amount of the actual value of the Bicycle, this is referred to as ‘Total Loss’. In the event of Total Loss, the Customer must notify VanMoof immediately by e-mail or via the Web Portal , and in any event within 24 hours of discovery, and VanMoof will replace the Bicycle by one of equal value to the extent possible, unless any of the events described in section 6.6 of this article has occurred.
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 rent 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 rented 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.
VanMoof will not replace the Bicycle, and the Customer is liable to make a payment to VanMoof (i.e. the remaining Monthly Fee – up to a maximum of 12 months – and the amount mentioned in article 6.5) upon the occurrence of one or more of the following events:
the Customer’s third occurrence of a theft, embezzlement, actual loss and/or Total Loss;
the theft, embezzlement, actual loss and/or Total Loss is the result of their 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, has not used the Bicycle’s alarm, or not otherwise sufficiently protected the Bicycle 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
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
A Contract is initially entered into by VanMoof and a Customer for a minimum of twelve (12) months. After this initial period the Contract shall stay in force, unless a Customer terminates the Contract which is then allowed at any time and with immediate effect.
VanMoof may terminate the Subscription and the Contract at any time with immediate effect and without prior notice to the Customer if:
the Customer has failed to pay two instalments of the Monthly Fee and/or other sums owed under the Contract or these General Conditions;
at the start of, or at any time during, the Subscription the Customer has supplied incorrect information;
fraud has been committed or VanMoof has a reasonable belief that fraud has been committed;
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;
the Customer refuses to bring the Bicycle to a VanMoof Brand Store for maintenance or repair, or otherwise does not cooperate with any maintenance or repair;
upon the occurrence of any of the events mentioned in Article 6.6;
the Customer is in breach of any of the provisions of the Contract or of these General Conditions, and fails to remedy such breach(es) without delay;
the Customer rides the Bicycle under the influence of alcohol or drugs; or
the Customer uses the Bicycle for improper purposes, including but not limited to the performance of stunts, racing, riding off road, or any other use, besides safe operation on public or private roads or property and designated bicycle routes.
In the event of termination of the Subscription by VanMoof upon the occurrence of one or more of the events listed in section 7.2 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. Upon a termination of the Subscription pursuant to section 7.2 of this article, VanMoof has the right to:
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;
receive payment of the Monthly Fee up to and including the month in which the Bicycle is returned with a maximum of twelve months, together with all other sums due under the Contract and/or these General Conditions; and
compensation for all loss actually incurred by VanMoof.
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.
In the event of termination of a Contract by either VanMoof or the Customer, no refunds shall be paid to Customer by VanMoof.
Payment, Arrears of Payment
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. 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 Customer irrevocably authorizes VanMoof 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.
If a payment has not been received by VanMoof within 60 days of the payment date, VanMoof reserves the right to recover the Bicycle. The Customer shall be liable for all costs thereby incurred by VanMoof.
VanMoof reserves the right to assign its rights under the Contract and/or these General Conditions.
Privacy
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. VanMoof’s collection and use of personal information is as provided in its privacy policy,
In the case of theft or embezzlement of the Bicycle or reasonable suspicion of theft, embezzlement, or fraud, VanMoof shall be entitled (but not required) – if the type of Bicycle permits this – to locate or track the Bicycle’s location, and/or to check whether prior to the alleged or actual embezzlement or theft the Bicycle had been locked.
Cancellation Rights
The Customer has the right to cancel the Contract monthly (and thus the Subscription) after the initial period of 12 months.
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).
If the Customer does cancel the Contract the cancellation does not start to run until the Customer has returned the Bicycle to VanMoof in accordance with the provisions of Article 7.4.
Liability; Assumption of Risk
VanMoof strongly recommends that the Customer wear a safety certified bicycle helmet that has been properly sized, fitted, and fastened, according to the manufacturer’s instructions. Wearing a safety certified bicycle helmet, properly sized, fitted, and fastened, while cycling may protect against an injury or may lessen the severity of an injury caused by an impact to the head; however, bicycle helmets are not 100% effective, do not protect against all head injuries, and do not protect against other injuries. VANMOOF AND THE OTHER RELEASED PERSONS DO NOT REPRESENT OR WARRANT THE QUALITY OR SAFETY CHARACTERISTICS OF ANY HELMET, AND CUSTOMER AGREES THAT VANMOOF AND THE OTHER RELEASED PERSONS ARE NOT LIABLE FOR ANY INJURY SUFFERED BY CUSTOMER WHILE RIDING A BICYCLE, WHETHER OR NOT CUSTOMER IS WEARING A HELMET AT THE TIME OF INJURY. CUSTOMER ASSUMES ALL RISK OF NOT WEARING A HELMET OR OTHER PROTECTIVE CLOTHING AND GEAR. Customer agrees that, when riding a Bicycle, Customer might need to take additional safety measures and precautions that are not specifically addressed in these General Conditions.
“Released Persons” means, collectively,
(i) VanMoof and all of its and their owners, managers, affiliates, employees, agents, representatives, successors, and assigns.
Customer represents, warrants, and agrees that he or she
(i) is a safe and competent bicycle operator,
(ii) is sufficiently fit and physically capable to safely ride a bicycle without any risk to his or her health,
(iii) is knowledgeable about the operation of a bicycle, and
(iv) is knowledgeable about the laws pertaining to bicycles operated within the city in which he or she rides the Bicycle. LIKE ANY PHYSICAL ACTIVITY, RIDING A BICYCLE MAY CAUSE MINOR OR MAJOR INJURIES OR DISCOMFORT AND MAY WORSEN OR COMPLICATE UNDERLYING MEDICAL CONDITIONS OR DISEASES. BY CHOOSING TO RIDE A VANMOOF BICYCLE, CUSTOMER ASSUMES ALL RESPONSIBILITIES AND RISKS FOR ALL SUCH INJURIES OR OTHER MEDICAL CONDITIONS.
Except for gross negligence or wilful misconduct by VanMoof,
(i) VanMoof shall not be liable to the Customer for any injury to the Customer or any third party or for any damage to any property, and
(ii) the Customer shall indemnify VanMoof against, and shall hold VanMoof harmless from any claims by Customer or any third party arising out of Customer’s use of the Bicycle.
Miscellaneous Provisions
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.
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.
Book 7, Articles 207, 208, 210, and 216 (2) and (3) of the Dutch Civil Code do not apply.
The Customer agrees to information concerning the Subscription being sent only in digital form, such as by e-mail to the e-mail address provided at the time of registration.
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.
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.
The Subscription, the Contract, and these General Conditions are governed exclusively by Dutch law.
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.
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.
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, but not before 31 December 2019. VanMoof will notify the Customer at least 30 days before any change to these General Conditions becomes binding upon the Customer.
In the event that any condition or other provision herein contained is held to be invalid, void, or illegal by any court of competent jurisdiction, the same shall be deemed to be severable from the remainder of these General Conditions and shall in no way affect, impair, or invalidate any other condition or other provision contained herein.
The Customer agrees to information concerning the Subscription being sent only in digital form, such as by e-mail to the e-mail address provided at the time of registration.
VanMoof shall not be responsible or liable for any failure or delay in the performance of its obligation under the Subscription, the Contract, and/or these General Conditions arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; threats of war; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes or strikes; acts of civil or military authority or governmental action; and changes to relevant laws or regulations.
The Subscription, the Contract, and these General Conditions are governed exclusively by the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THE SUBSCRIPTION, THE CONTRACT, AND THESE GENERAL CONDITIONS, SHALL BE INSTITUTED IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATE AND COUNTY IN WHICH THE VANMOOF BRAND STORE WHICH HAS PROVIDED THE BICYCLE TO THE CUSTOMER IS LOCATED, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH IN THE SUBSCRIPTION OR CONTRACT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. If VanMoof prevails in litigation against, or settles a dispute with, the Customer to enforce its rights under the Subscription, the Contract or the General Conditions, VanMoof shall be entitled to its costs, expenses, and reasonable attorneys’ fees (whether incurred at or in preparation for trial, appeal, mediation or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which VanMoof may be entitled.
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.
