General terms and conditions for consumers of Urban Arrow Connected

1. Definitions

In these terms and conditions, the following terms are defined as stated below:

  1. App: the Urban Arrow Connected app that allows the Consumer to (i) gain insight into the location and data of the Urban Arrow Connect e-bike and (ii) immediately report the theft of a Connect e-bike to Urban Arrow and any investigative services;

  2. Cooling-off period: a term of fourteen (14) Days within which the Consumer can exercise his right of withdrawal;

  3. Consumer: the natural person who does not act for purposes connected with his commercial, business, craft or professional activity;

  4. Day: calendar day;

  5. Service: the digital GPS tracking service with data connection offered by Urban Arrow via the App;

  6. Continuing Performance Contract: a Contract relating to the regular delivery of items, (digital) services and/or digital content for a certain period of time;

  7. Permanent Data Carrier: every resource - email included - that enables the Consumer or Urban Arrow to store information, addressed to him personally, in a way that makes it possible for that information to be consulted or used in the future for a period geared to the intended purpose of the information, and which makes unmodified reproduction of the stored information possible;

  8. Urban Arrow (name under the articles of association: Smart Urban Mobility B.V.), a legal entity that offers products, (access to) digital content and/or (digital) services to Consumers (at a distance);

  9. Urban Arrow Connect: the GPS tracking service with data connection offered by Urban Arrow via the App;

  10. Right of withdrawal: the option for the Consumer to cancel the Agreement within the Cooling-Off Period;

  11. Contract: the distance contract concluded between Urban Arrow and the Consumer when a Consumer takes out an Urban Arrow Connect subscription via the App;

  12. Model Withdrawal Form: the European Model Withdrawal Form contained in Appendix I to these terms and conditions.

2. Identity Urban Arrow

Name under the articles of association: Smart Urban Mobility B.V.

Business address: Gyroscoopweg 6 / 1042 AB Amsterdam, the Netherlands

Telephone number: +31 (0)85 0161960

Email address: [email protected]

Website: www.urbanarrow.com

Ch. of Comm. no.: 50871684

VAT no.: NL822973856B01

3. Applicability

  1. These terms and conditions apply to the Contract. Before the Contract is concluded, the text of these general terms and conditions will be made available to the Consumer electronically in such a way that the Consumer can easily store it on a Permanent Data Carrier.

  2. In the event that specific conditions apply in addition to these general terms and conditions, and in the event of contradictions in the terms and conditions, the Consumer can at all times invoke the applicable provision most favourable to him.

4. The offer

  1. If the term of validity of a proposal is limited in time or subject to other conditions, the proposal must explicitly state this.

  2. The offer contains a complete and accurate description of the Service offered. This description must be sufficiently detailed so as to enable the Consumer to make a fair assessment of the offer. If Urban Arrow uses illustrations, they must be a true reflection of the Service offered. Apparent mistakes or errors in the offer do not bind Urban Arrow.

  3. Every offer contains such information that clarifies to the Consumer what his rights and obligations are in connection with accepting the offer. This concerns in particular the price including taxes, the term of the contract and the conditions for terminating the contract, the functionalities of the Service including technical security measures, the relevant compatibility and interoperability, the manner in which the Contract will be concluded and which actions are required for this, the applicability of the right of withdrawal, the method of payment, delivery and performance of this Contract, the term for accepting the offer, or the term within which Urban Arrow guarantees the price, whether the Contract will be archived after it has been concluded, and if so, how it can be consulted by the Consumer.

5. The Contract

  1. Subject to the provisions of paragraph 4, the Contract is entered into from the moment the Consumer accepts the offer made by Urban Arrow and the former meeting the conditions within that framework. The Consumer accepts the offer via a button in the App and payment by paying the price for the Service for a period of one year.

  2. If the Consumer has accepted the offer electronically, Urban Arrow will immediately confirm receipt of acceptance of the offer, electronically. As long as the receipt of this acceptance has not been confirmed by Urban Arrow, the Consumer can dissolve the Contract.

  3. Within the margins of the law, Urban Arrow may investigate as to whether the Consumer will be able to meet his payment obligations, as well as inform itself of all facts and factors that have a bearing on the sound conclusion of the Contract. If based on this investigation, Urban Arrow has valid grounds to decide against entering into the Contract, it is entitled to refuse an order or request, or to attach special conditions to the performance thereof, supported by reasons.

  4. No later than confirmation of the conclusion of the Contract, Urban Arrow will make available to the Consumer the following information, in a way that the Consumer can store it on a Permanent Data Carrier:

    1. Urban Arrow's the contact details where the Consumer can submit complaints;

    2. the conditions under which and how the Consumer can exercise the right of withdrawal;

    3. the price of the Service, including all taxes;

    4. the method of payment, delivery and performance of the Contract;

    5. the information listed in Article 4, paragraph 3 of these general terms and conditions, unless Urban Arrow already has provided the Consumer with this information prior to the performance of the Contract;

    6. the Model Withdrawal Form included in Appendix 1.

6. Right of withdrawal

  1. The Consumer can revoke the Contract within 14 days without giving any reason.

  2. The Cooling-Off Period referred to in paragraph 1 commences on the day following the conclusion of the Contract (being: the moment the Consumer has accepted Urban Arrow's offer).

  3. The risk and onus of proof for correctly and timely exercising the right of withdrawal lie with the Consumer.

7. The Consumer exercising his right of withdrawal and the costs involved

  1. When the Consumer exercises his right of withdrawal, he will notify Urban Arrow thereof within the Cooling-Off Period, using the Model Withdrawal Form (attached as Appendix 1) or another unambiguous method.

  2. If the Consumer withdraws only after first having explicitly asked that the provision of the Service starts during the Cooling-Off Period, the Consumer owes Urban Arrow an amount equal to that part of the commitment fulfilled by Urban Arrow at the time of withdrawal, compared to complete fulfilment of the commitment.

8. Urban Arrow's obligations in case of withdrawal

  1. When Urban Arrow allows the Consumer to announce his withdrawal electronically, it will send a confirmation of receipt - using a Permanent Data Carrier - immediately after receiving it.

  2. Urban Arrow will reimburse all payments made by the Consumer (except for those referred to in Article 7, paragraph 2), without delay but within 14 Days following the Day on which the Consumer notifies Urban Arrow of the withdrawal.

  3. To reimburse the Consumer, Urban Arrow uses the same method of payment used by the Consumer unless the Consumer agrees with a different method. The Consumer does not have to pay for the reimbursement.

9. The price

  1. During the term of validity referred to in the offer, the price of the Service offered will not be increased, except for changes in price as a result of changes in the VAT rates.

  2. Urban Arrow will not increase the price of the Service within three months of the conclusion of the Contract, unless it is obliged or entitled to do so as a result of statutory regulations.

  3. Urban Arrow is entitled to implement price increases from three months after the conclusion of the Contract. If these price increases are not based on statutory regulations, the Consumer is entitled to terminate the Contract with effect from the day on which the price increase takes effect. If the Consumer does not terminate the Contract at the latest on the day on which the price increase takes effect, the Consumer is deemed to have agreed to the price change.

  4. Urban Arrow will notify the Consumer of any price increases at least one month prior to them taking effect.

  5. The prices referred to in the offer are inclusive of VAT.

10. Compliance with the Contract, conformity and warranty

Urban Arrow guarantees that the Service is in accordance with the Contract in terms of description, quality, functionality, compatibility, interoperability and other features, the specifications referred to in the offer, the reasonable requirements of reliability and/or usability and the statutory provisions and/or government regulations applicable on the day the Contract was formed. The Service will be provided in the most current version, with all reasonable accessories, instructions, including installation instructions, and customer service, as set out in the Contract and Service updates will be provided.

11. Provision and performance

  1. Urban Arrow will provide the Service to the Consumer as soon as possible after the conclusion of the Contract, unless the parties have agreed otherwise. The Service is provided by making it accessible to the Consumer.

  2. Urban Arrow provides the Service in the most recent version available at the time the Contract was concluded, unless the parties have agreed otherwise.

12. Term, termination and extension

  1. The parties conclude the Contract for a period of one (1) year. After that period, the Contract automatically expire and will not be extended.

  2. The Consumer may terminate the Contract prematurely via the App if:

  3. the Consumer has Urban Arrow's permission; or

  4. Urban Arrow fails to fulfil its obligations under the Contract; or

  5. there are valid reasons that justify termination of the Contract.

  6. If the Consumer terminates before the Contract automatically expires after a period of one (1) year, Urban Arrow is entitled to charge a reasonable termination fee. This termination fee may not be higher than the price the Consumer would have paid if he had not terminated the Contract.

  7. When the Service ends, regardless of the manner and time (for instance, by expiry of the term or by termination), the Consumer is not entitled to a refund of the fees already paid in connection with Urban Arrow Connect.

13. Payment and collection charges

  1. Unless otherwise stated in the Contract or any additional terms and conditions, the amounts owed by the Consumer must be paid immediately upon conclusion of the Contract.

  2. The Consumer is obliged to immediately notify Urban Arrow of any anomalies in the payment details that have been provided.

  3. Urban Arrow is entitled to immediately disable access to the Service and/or terminate the Contract with immediate effect if Urban Arrow is unable to collect the amount due via the specified method of payment, or if an amount already collected is reversed.

14. Intellectual property rights

  1. All (intellectual property) rights established on or arising from (the content of) (parts of) the Service are vested in Urban Arrow and/or Urban Arrow's licensors. No part of the Service may be reproduced in any form or by any means by the Consumer except insofar as expressly permitted in these terms and conditions.

  2. By concluding this Contract, the Consumer cannot derive any rights with regard to the content of the Service. All data requested by the Consumer remains the property of Urban Arrow or its suppliers/licensors.

15. Liability

  1. Urban Arrow does not guarantee that the Service will be fully available at all times and excludes any liability for damage related to the lack of availability of (parts of) the Service, unless this is the result of intent or deliberate recklessness on the part of Urban Arrow or otherwise should be reasonably borne by Urban Arrow under the law.

  2. Urban Arrow is not liable for damage resulting from the failure of the Service to function (properly) if this is caused by circumstances that are reasonably beyond its control, for instance, due to inadequate equipment or the Consumer's Internet connection.

16. Force majeure

  1. In the event of force majeure, without prejudice to any of its other rights, Urban Arrow, at its discretion, has the right to suspend performance of the Service or to dissolve the Contract without judicial intervention, without Urban Arrow being obliged to pay any compensation, unless this would, in the given circumstances, be unacceptable according to standards of reasonableness and fairness.

  2. Force majeure is taken to mean every failure that cannot be attributed to Urban Arrow, as the fault does not lie with Urban Arrow, and for which it is not accountable by virtue of the law, legal act or generally accepted standards.

17. Data and files

Urban Arrow processes personal data in accordance with applicable privacy laws and regulations. For more information about the processing of personal data, Urban Arrow refers to the Privacy Statement that can be found via this link.

18. Additional provisions

  1. Urban Arrow may unilaterally change these terms and conditions at any time. Changes to these terms and conditions will come into effect only after they have been made available to the Consumer in an appropriate manner. If as a result of the changes, the Service changes to such an extent that it deviates significantly from the promised performance, the Consumer is entitled to dissolve the Contract.

  2. In the event of changes to these general terms and conditions during the term of an offer, the provision most favourable to the Consumer will prevail.

19. Complaints

  1. Complaints can be submitted to Urban Arrow by sending an email to [email protected]

  2. If the Consumer is not satisfied with the way in which Urban Arrow handles a complaint, he can submit his complaint to the Disputes Committee via the European ODR Platform (http://ec.europa.eu/consumers/odr/).

20. Applicable law, competent court

  1. This Agreement is governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) is not applicable.

  2. All disputes between Urban Arrow and the Consumer will be settled by the competent court in Amsterdam or the court of the Consumer's place of residence or, in the absence thereof, the court of the Consumer's actual residence.

Appendix 1: Model withdrawal form