General Terms and Conditions Flagship Bike Tours B.V.

ARTICLE 1. DEFINITIONS

Flagship Bike Tours B.V.
The private limited liability company Flagship Bike Tours B.V., located at Nieuwezijds Voorburgwal 101, Amsterdam 1012 RG, registered with the Chamber of Commerce under number 94953767.

Client
The natural or legal person with whom Flagship Bike Tours B.V. has entered into an agreement.

Terms
These general terms and conditions, filed with the Chamber of Commerce under number 94953767.

Agreement
The agreement between Flagship Bike Tours B.V. and the Client.

Service
The service to be provided by Flagship Bike Tours B.V., being bicycle rental and/or guided bike tours.

Third Party
An external party, not being the Client.

ARTICLE 2. APPLICABILITY OF THE TERMS

1. The Terms apply to all offers, quotations, and Agreements concluded between Flagship Bike Tours B.V. and its Client(s).

2. The Terms also apply to all Agreements where Third Parties need to be engaged for their execution.

3. General terms and conditions used by the Client (or Third Parties) do not apply and are expressly rejected by Flagship Bike Tours B.V.

4. In cases where these Terms do not provide a solution, the terms of the Agreement are binding. In the absence of an Agreement, any written arrangements or commitments shall apply.

5. These Terms also apply to all future Agreements concluded between Flagship Bike Tours B.V. and the Client.

6. If any provision in these Terms is invalid, null, or annulled, the remaining provisions shall remain in force.

7. Deviations from these Terms are only valid if they are in writing and expressly accepted by Flagship Bike Tours B.V. Such deviations apply only to the specific Agreement to which they relate.

ARTICLE 3. OFFERS/QUOTATIONS AND FORMATION OF THE AGREEMENT

1. All offers and quotations from Flagship Bike Tours B.V. are non-binding. They are valid for 14 days, unless otherwise expressly agreed in writing.

2. Offers/quotations do not automatically apply to future orders.

3. An offer/quotation lapses if acceptance by the Client is not confirmed in writing and/or within 30 days.

4. Brochures, samples of documents, illustrations, and descriptions shown and/or provided in offers and/or promotional material are as accurate as possible but are for indication purposes only. No rights may be derived from them, unless expressly agreed otherwise in writing.

5. Flagship Bike Tours B.V. cannot be held to its offers/quotations if the Client, in all reasonableness and fairness and according to common practice, should have understood that the offer or a part thereof contained an obvious mistake or error.

6. Additions or changes to an offer are only valid if accepted in writing by Flagship Bike Tours B.V.

7. An Agreement is only formed after the Client or Flagship Bike Tours B.V. has explicitly accepted it (in writing or otherwise) or confirmed it to the Client. The order confirmation is deemed to represent the Agreement correctly and completely.

8. If the Client’s acceptance (even on minor points) deviates from the offer/quotation, Flagship Bike Tours B.V. is not bound by it. The Agreement is then not formed according to this deviating acceptance, unless Flagship Bike Tours B.V. states otherwise in writing.

9. Flagship Bike Tours B.V. is only bound by verbal agreements once they are confirmed in writing to the Client.

ARTICLE 4. PERFORMANCE OF THE AGREEMENT

1. Flagship Bike Tours B.V. will perform the Agreement to the best of its ability and in accordance with the standards of good craftsmanship.

2. If Flagship Bike Tours B.V. requires information from the Client for the performance of the Agreement, the execution will not commence until such information is received correctly and completely.

3. If the Client fails to fulfill their obligations, they are liable for all damages (including costs) directly or indirectly caused to Flagship Bike Tours B.V.

4. Flagship Bike Tours B.V. is always unconditionally entitled to engage Third Parties for the Services. While Flagship Bike Tours B.V. will select such Third Parties with care, it is not liable for damages resulting from their actions or omissions. The Client grants irrevocable and unconditional permission to Flagship Bike Tours B.V. to accept third-party terms (including limitations of liability) and to enforce these against the Client.

5. If Flagship Bike Tours B.V. requires a deposit and it has not yet been received, it may suspend the Agreement until the deposit is paid.

6. Flagship Bike Tours B.V. is entitled to perform the Agreement in phases and invoice each phase separately.

7. If the Agreement is performed in phases, Flagship Bike Tours B.V. may suspend a subsequent phase until the Client has approved the results of the previous phase in writing.

ARTICLE 5. CLIENT OBLIGATIONS

1. The Client must treat the bicycle properly and in accordance with its intended use.

2. The Client must return the bicycle in its original condition. Any changes or additions by or on behalf of the Client must be undone.

3. By renting a bike or participating in a tour, the Client declares:
   a. To be in good physical condition, i.e., not suffering from any medical conditions that could affect cycling ability.
   b. To be able to safely operate a bicycle and comply with traffic regulations.

4. Flagship Bike Tours B.V. reserves the right to assess a Client’s skills or capabilities before providing a bike.

5. Both during rentals and tours, the Client must follow all national traffic rules and the instructions of Flagship Bike Tours B.V. staff.

6. The Client/rider must act as a good renter/rider, which includes the following:
   a. The bike may not be sublet or rented out again.
   b. The bike may not be given to anyone other than the rider.
   c. The bike may not be taken outside of the Netherlands.
   d. No more than one person may ride a single bike, or more than three people on a tandem.
   e. Loads must be properly secured.

f. The bicycle may not be used if it is damaged, if such use could worsen the damage or endanger traffic safety.

ARTICLE 5. PRICES

1. All prices are listed in Euros and include VAT, but exclude other levies imposed by the government and other (additional) costs, unless expressly agreed otherwise in writing.

2. Flagship Bike Tours B.V. is at all times entitled to charge the Client for any price-increasing factors that have arisen after the issuance of the quotation or the conclusion of the Agreement.

3. If the Client is a consumer and is notified of a price increase as referred to in paragraph 2 of this Article, the Client has the right to terminate the Agreement, provided the price adjustment by Flagship Bike Tours B.V. occurs within three (3) months of the conclusion of the Agreement. Termination must occur in writing within one (1) week of notification. If the Client does not terminate within one (1) week, the parties are deemed to have agreed to the price adjustment.

4. If a fixed price is agreed upon with the Client, it will only apply to the services mentioned in the Agreement. Any additional services requested by the Client (“additional work”) will be charged based on actual costs if they exceed 10% of the agreed fixed price.

5. The following circumstances may result in additional work and will be charged accordingly:
   a. Expansion or revision of the analysis, requirements, or wishes after initial approval;
   b. Requirements or expectations from the Client that were not fully or clearly communicated when entering the Agreement;
   c. Deficiencies or shortcomings in third-party products or services which could not reasonably have been foreseen and are beyond the influence of Flagship Bike Tours B.V.

6. The Client is considered to have agreed to the additional work and related costs if the additional work was carried out without objection.

ARTICLE 6. MODIFICATION OF THE AGREEMENT

1. Additions or modifications to the Agreement are only binding if confirmed in writing by Flagship Bike Tours B.V. Without such confirmation, Flagship Bike Tours B.V. may refuse any request for change if it affects the quality and/or scope of the Services.

2. If modifications increase or decrease costs, this must be agreed upon in writing in advance.

3. If the modification has financial and/or qualitative consequences, Flagship Bike Tours B.V. will inform the Client in advance.

ARTICLE 7. PAYMENT

1. Payment must be made within fourteen (14) days of the invoice date, unless otherwise agreed in writing. Booking and payment may also take place via online reservation or directly at the shop.

2. All payment terms are strict deadlines, unless otherwise expressly agreed in writing.

3. Payment must be made in the currency invoiced and to the account specified by Flagship Bike Tours B.V.

4. If the Client does not pay within the term mentioned in paragraph 1, the Client is in default by operation of law. The Client then owes statutory commercial interest on the due amount, as well as a contractual interest of 2% per month (or part of a month) on the outstanding amount. These amounts will be calculated from the date of default until full payment.

5. If the Client fails to meet its obligations (in time), all reasonable costs incurred to obtain payment extrajudicially will be borne by the Client.

6. As a minimum, out-of-court collection costs will be calculated in accordance with the Dutch law and accompanying regulations.

7. Any judicial and enforcement costs incurred will also be recovered from the Client.

8. The Client may not suspend or offset any payment obligations unless expressly permitted by law.

9. Payments made by the Client always apply first to:
   a. All owed interest and costs;
   b. Then to due invoices that have been outstanding the longest, even if the Client states otherwise.

ARTICLE 8. RETENTION OF TITLE | INTELLECTUAL PROPERTY

1. Flagship Bike Tours B.V. retains ownership of delivered goods until the Client has fully met all payment obligations:
   a. For all services delivered or to be delivered under the Agreement;
   b. For all claims arising from non-performance of the Agreement.

2. All current and future intellectual property rights to work performed by Flagship Bike Tours B.V. on behalf of the Client belong solely to Flagship Bike Tours B.V. Only Flagship Bike Tours B.V. may handle any related formalities.

3. The Client guarantees that materials provided to Flagship Bike Tours B.V. do not violate laws or third-party rights and indemnifies Flagship Bike Tours B.V. from any resulting claims.

4. The Client may only use items owned by Flagship Bike Tours B.V. as part of normal business operations and may not transfer, pledge, or restrict them without written permission.

5. The Client may not disclose or share materials or information obtained from Flagship Bike Tours B.V. with third parties unless explicitly permitted in writing.

6. If the Client violates sections 2 or 4, they owe a penalty of €7,500 per violation, without prejudice to the right of Flagship Bike Tours B.V. to claim full compensation.

ARTICLE 9. SUSPENSION AND TERMINATION

1. Flagship Bike Tours B.V. is entitled to suspend performance of its obligations or to terminate the Agreement if:
   a. The Client does not fulfill or does not fully fulfill the obligations under the Agreement;
   b. After concluding the Agreement, circumstances come to the attention of Flagship Bike Tours B.V. that give good reason to fear that the Client will not fulfill the obligations. In the event there is good reason to fear that the Client will only partially or improperly fulfill their obligations, suspension is only permitted to the extent justified by the failure;
   c. At the time of concluding the Agreement, the Client was requested to provide security for the fulfillment of their obligations under the Agreement, and such security is not provided or is insufficient.2

2. Furthermore, Flagship Bike Tours B.V. is entitled to terminate the Agreement (or have it terminated) if circumstances arise that are of such a nature that fulfillment of the Agreement becomes impossible or can no longer reasonably be expected under standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that the unchanged continuation of the Agreement cannot reasonably be expected.

3. If the Agreement is terminated, the claims of Flagship Bike Tours B.V. against the Client become immediately due and payable. If Flagship Bike Tours B.V. suspends the fulfillment of its obligations, it retains its rights under the law and the Agreement.

ARTICLE 10. CONFIDENTIALITY

1. Insofar as the Client acts in the exercise of a profession or business, this article applies.

2. Both parties are obliged to do everything possible to prevent confidential information of the other party—of which they become aware in the context of the performance of the agreement—from reaching third parties. This does not apply if the disclosing party can prove that specific information was already publicly known, unless such publicity results from a breach of this confidentiality obligation.

3. The parties are not permitted to mention in advertisements, promotional materials, or otherwise in their marketing communications that a business relationship exists or has existed between them, unless with the prior express written consent of the other party.

4. In the event of termination of the agreement, for any reason, the provisions of this article shall remain in full force.

ARTICLE 10. ADVERTISEMENT

1. The Client is obliged to submit any complaints about services provided by Flagship Bike Tours B.V., as well as about invoices, in writing and with motivation within 14 days after the services have been delivered and/or the invoice date.

2. The right to complain expires if the Client fails to submit a complaint within this period and/or does not give Flagship Bike Tours B.V. the opportunity to investigate the complaint on-site if necessary.

3. Even if the Client invokes the right to complain under this article, they remain fully bound to their obligations under the agreement. The right to complain does not give the Client the right to suspend their obligations under the agreement with Flagship Bike Tours B.V.

4. The Client must in any case give Flagship Bike Tours B.V. four weeks to resolve the complaint in mutual consultation.

5. A justified complaint will be handled in a manner determined by Flagship Bike Tours B.V., such as by adjusting the invoice, re-performing the agreement, or replacing delivered items.

ARTICLE 11. LIABILITY

1. Flagship Bike Tours B.V. is not liable for any damage suffered or to be suffered by the Client, of any kind and/or size, related to or resulting from the performance of the Agreement. This includes, for example, damage to property belonging to the Client (or Third Parties), as well as indirect damage such as business loss, consequential damages, lost profits, missed savings, and business interruption.

2. Flagship Bike Tours B.V. is never liable to the Client for any damage and/or costs, of any kind and/or size, that are related in any way to acts, omissions, errors, and/or the quality of work performed by Third Parties engaged by Flagship Bike Tours B.V.

3. Paragraphs 1 and 2 do not apply in cases of intent or gross negligence equivalent to intent on the part of Flagship Bike Tours B.V. A series of related incidents is considered a single event.

4. If Flagship Bike Tours B.V. is liable for any direct or indirect damage to the Client, the liability is limited to the amount paid out under its liability insurance, plus any deductible. If for any reason no insurance payment is made, the liability is limited to a maximum of the invoice amount.

5. Direct damage is understood to mean exclusively:

   a. The reasonable costs incurred to determine the cause and extent of the damage, to the extent that this determination relates to damage in the sense of these Terms;
   b. Any reasonable costs incurred to have the defective performance of Flagship Bike Tours B.V. comply with the Agreement, unless these cannot be attributed to Flagship Bike Tours B.V.;
   c. Reasonable costs incurred to prevent or limit damage, to the extent that the Client demonstrates that these costs have resulted in the limitation of direct damage as defined in these Terms.

6. In any case where the Client has not yet been invoiced, the term “invoice amount” in this article shall be interpreted as the “agreed fixed price” or “customary rate” that would have been charged for the Services that caused the damage.
7. The Client indemnifies Flagship Bike Tours B.V. against all third-party claims regarding damage in connection with Services performed by Flagship Bike Tours B.V., unless it is legally established that these claims result from intent or gross negligence on the part of Flagship Bike Tours B.V., and the Client can demonstrate that it bears no responsibility.
8. Flagship Bike Tours B.V. is not liable if a shortcoming is the result of:
   a. labor disputes among third parties or Flagship’s own staff;
   b. failure of auxiliary persons;
   c. transport difficulties;
   d. fire or loss of goods to be delivered;
   e. government measures, both national and international, such as import bans or trade restrictions;
   f. violent or armed acts;
   g. failures in power supplies, communications, or software/hardware of Flagship Bike Tours B.V.
9. The time period in which Flagship Bike Tours B.V. can be held liable for the established damage is a maximum of six (6) months, counted from the moment the liability to pay damages has been determined.

ARTICLE 12. FORCE MAJEURE

1. Flagship Bike Tours B.V. is not required to fulfill any obligation if it is prevented from doing so due to a circumstance beyond its control and not attributable to it by law, legal action, or generally accepted standards.

2. In the case of temporary force majeure, Flagship Bike Tours B.V. is entitled to extend the deadlines for performing the Agreement by the time the hindrance persists. If the delay exceeds two months, either party may request partial termination of the Agreement, without the Client being entitled to compensation, and without prejudice to the payment obligations of the Client for the part already performed by Flagship Bike Tours B.V.

3. In the case of permanent force majeure, Flagship Bike Tours B.V. is entitled to terminate the Agreement by means of a written statement without judicial intervention. In such a case, Flagship Bike Tours B.V. is not liable for any damage suffered by the Client, of any nature and scope.

4. Force majeure includes—but is not limited to—war or similar situations; governmental measures; pandemics; strikes; obstructions by third parties; unexpected technical complications; extreme weather conditions; fire; explosions; or other serious disruptions within the business of Flagship Bike Tours B.V.; and failure or late or improper delivery by third parties upon whom Flagship Bike Tours B.V. depends to perform its obligations.

5. If Flagship Bike Tours B.V., at the time of the force majeure, has already partially fulfilled its obligations or can only partially fulfill them, it is entitled to separately invoice the part already delivered or deliverable, and the Client must pay that invoice as if it were a separate contract.

ARTICLE 13. PERSONAL DATA OF THE CLIENT

1. Personal data of the Client are processed by Flagship Bike Tours B.V. in accordance with applicable laws and regulations.

2. Documents and photocopies required for the provision of Services by Flagship Bike Tours B.V. are also processed under an internal protocol ensuring the protection of data and access for authorized personnel only.

ARTICLE 14. SPECIFIC PROVISIONS FOR BIKE RENTAL

1. The Agreement regarding bike rental is entered into for the duration and at the price stated in the Agreement. The prices mentioned in the Agreement include VAT.

2. Although delivery times will be observed as much as possible by Flagship Bike Tours B.V., they are only indicative and are not binding. Unless agreed otherwise in writing, stated delivery times are never considered fatal.

3. The rented item will be made available to the Client at the agreed (delivery date) on the premises of Flagship Bike Tours B.V., unless otherwise agreed that it will be delivered or picked up at a location designated by the Client. In that case, transportation costs are borne by the Client.

4. The Client is responsible for proper transport of the rented item when picking it up as described in paragraph 3.

5. Items are considered delivered and at the Client’s risk:
   a. In case of delivery at the Flagship Bike Tours B.V. premises: at the time of actual handover;
   b. In case of delivery at another location: at the moment the items are unloaded at the agreed location.

6. If Parties have agreed that delivery or performance will take place at a location other than the Flagship Bike Tours B.V. premises, the Client must ensure free access, free parking, and the presence of an authorized person at the agreed date and time to accept delivery.

7. If the Client fails to meet obligations (on time), Flagship Bike Tours B.V. is entitled to charge extra costs. These may include—but are not limited to—transport costs, parking fees, waiting times, meals, and staff expenses.

8. Flagship Bike Tours B.V. is at all times entitled to charge the Client for any price-increasing factors arising after the offer was made or the Agreement was concluded.

9. Unless otherwise agreed, Saturdays, Sundays, public holidays, and other non-working days are included in the rental period. A part of a day is considered a full day.

10. The Client is not permitted to sublet or lend the rented item to third parties without prior written permission from Flagship Bike Tours B.V.

11. Unless otherwise agreed, the rental period is calculated from the day the item is made available to the Renter until the day it is returned to Flagship Bike Tours B.V.

12. A deposit is required for each bicycle individually. This consists of:
    a. €50 for city bikes or €350 for e-bikes (payable online or via card/cash in store)
    b. A credit card pre-authorization equal to the deposit for online bookings
    c. In-store bookings: a photocopy of a valid ID with the BSN number obscured

13. For each bike, it is possible to take out liability insurance to cover potential damage and/or theft. Insurance is mandatory when renting an e-bike. The following rates apply:

14. If no insurance has been taken out, Flagship Bike Tours B.V. will charge the following maintenance costs* for damage, to be determined by Flagship Bike Tours B.V.:

*These amounts include both parts and labor, based on an hourly rate of €50.

15. If an E-bike battery is missing upon return, the replacement cost of €450 will be charged.

16. In case of theft, the deposit amount will be withheld or charged. A theft report is only valid upon submission of all bike keys and a copy of the police theft report. If any key and/or the report is missing, the full replacement value of the bike will be charged:

• City bike: €650

• E-bike: €3500

17. In case of bike rental cancellation:
    a. Up to 24 hours before rental start: 0% of the price will be charged
    b. 24 hours or less in advance: 100% of the price will be charged

18. All cancellation requests must be submitted by email.

19. If the Client does not show up, 100% of the price will be charged and the right to a refund is forfeited.

20. All cancellation requests must be submitted by email.

ARTICLE 15. SPECIFIC PROVISIONS FOR BIKE TOURS

1. The Agreement for bike tours is entered into for the duration and at the price stated in the Agreement. The prices mentioned in the Agreement include VAT.

2. The bike tour is considered completed once the tour has ended and the Client has not informed Flagship Bike Tours B.V. in writing within 24 hours that the tour was defective.

3. If the Client does not approve of the work, they are required to report this in writing with reasons and allow Flagship Bike Tours B.V. a reasonable period to redo the work. This article then applies again.

4. Flagship Bike Tours B.V. is at all times entitled to charge any price-increasing factors that arise after the offer or after the Agreement has been concluded.

5. It is not possible to take out liability insurance for bike tours.

6. In case of cancellation of a bike tour:
   a. Up to 48 hours before the tour: 0% of the price will be charged
   b. 48 hours or less in advance: 100% of the price will be charged

7. If the Client does not show up, 100% of the price will be charged and no refund will be issued.

8. All cancellation requests must be submitted by email.

ARTICLE 16. DISPUTES

9. All legal relationships where Flagship Bike Tours B.V. is a party are governed exclusively by Dutch law. This also applies if an obligation is performed wholly or partly abroad or if the party involved has residence abroad.

10. The court in the city where Flagship Bike Tours B.V. is located has exclusive jurisdiction to hear disputes, unless mandatory law dictates otherwise.

11. Parties shall only appeal to the court after they have made every effort to settle the dispute in mutual consultation.

ARTICLE 17. NON-SOLICITATION

The Client is not permitted to hire staff from Flagship Bike Tours B.V., unless prior express written consent has been granted by Flagship Bike Tours B.V. and a compensation agreement has been reached.

ARTICLE 18. FINAL PROVISIONS

1. These Terms and Conditions are filed with the Chamber of Commerce under the CoC number stated in the heading of Flagship Bike Tours B.V.

2. In the event of multiple language versions of these Terms, the Dutch version shall prevail in case of discrepancies.

3. Flagship Bike Tours B.V. is entitled to unilaterally amend these Terms. The applicable version is always the most recently filed version or the version that applied at the time the Agreement was concluded.