In these general terms and conditions, the following definitions shall apply:
2.1. The GTC are considered to be applicable between Bike Labyrinth and the Client to all Offers, Services, Agreements, activities and deliveries made by or on behalf of Bike Labyrinth, as well as any use of the Products and Program.
2.2. The GTC shall also apply to Services for which Bike Labyrinth has fully or partially involved third parties, or if Bike Labyrinth (partially) hires a third party for the execution of the Agreement.
2.3. Any terms and conditions of the Client, regardless of nature or reference, shall not apply, unless explicitly agreed upon in writing.
2.4. Deviations must be expressly stipulated and agreed upon in writing, and shall be deemed to supplement, in so far as they do not replace clauses of the GTC.
2.5. In the event that the Agreement in substance deviates from the content of the GTC, the provisions of the Agreement prevail.
2.6. Each and every term and condition contained in any clause of the GTC, shall be treated as a separate term or condition and shall be separately enforceable as such, and the non-enforceability of any term or condition in any clause shall not prejudice the enforceability of any other term or condition in the GTC.
2.7. Bike Labyrinth is entitled to amend or supplement the GTC at all times.
3.1. All proposals and Offers are non-committal, unless otherwise agreed in writing. An Offer or proposal is valid for the acceptance period indicated in writing on the Offer or proposal. If no acceptance period has been set, no rights whatsoever can be derived from the Offer or proposal if the goods to which the Offer or proposal relates is no longer available in the meantime.
3.2. The Agreement is deemed to have been concluded with a written confirmation of the Offer or proposal to the Client, unless an objection is made in writing by Bike Labyrinth within five days of the confirmation being sent to the Client.
3.3. An Agreement is established exclusively between Bike Labyrinth and the Client.
3.4. If the acceptance (whether or not on minor points) deviates from the Offer or proposal, Bike Labyrinth is not bound by this. The Agreement will not be concluded in accordance with this deviating acceptance unless Bike Labyrinth indicates otherwise in writing.
3.5. Bike Labyrinth cannot be held to its Offers or proposals if the Client could reasonably understand that the Offer or proposal, or part thereof, contains one or more obvious clerical error(s) or mistake(s).
3.6. Only in cases where the Client acts as a private individual and does not act in the exercise of a profession or business, a reflection period of 14 days from the moment of the conclusion of the Agreement applies. After which, if the Client wishes to abandon the Agreement, he or she can indicate this to Bike Labyrinth via the Contact Details provided in these GTC.
3.7. When the Client (private individual or person acting in business capacity) makes use of the two-week free trial granted upon request, in writing, prior to the conclusion of the Agreement, the Agreement may be terminated during these 14 days from the delivery of the Products, at any time without apparent justification. If the Client during this time does not indicate the wish to terminate the Agreement via the Contact Details provided in these GTC, payment obligations commence, starting the first day following the expiration of the free trial.
3.8. When the Client does indicate to terminate the Agreement via the Contact Details provided in these GTC during the two-week free trial, the Products will be collected by Bike Labyrinth and only possible material damage to the Products will be charged.
4.1. Bike Labyrinth shall perform its Services to the best of its knowledge and ability. Unless expressly stipulated otherwise, Bike Labyrinth shall not provide any warranty, undertaking or indemnity on the basis of which it may be held liable as to the quality, accuracy or outcome of its Services.
4.2. For Bike Labyrinth, the Agreement contains a best-efforts obligation and not an obligation to produce a certain result. In performing its activities, Bike Labyrinth shall exercise the care of a prudent service provider, as referred to in Article 7:401 of the Dutch Civil Code.
4.3. Deadlines mentioned by Bike Labyrinth are, unless expressly stipulated otherwise, target dates and non-binding upon Bike Labyrinth. If they are exceeded, the Client shall not be entitled to dissolve the Agreement, or to any compensation.
4.4. Bike Labyrinth is at all times entitled to engage third parties for the performance of certain activities. Bike Labyrinth is obliged to select these third parties carefully.
4.5. The Client shall ensure that Bike Labyrinth can start activities in a timely manner. If the Client does not make the agreed information or facilities available on time, Bike Labyrinth may charge additional costs.
4.6. If, during the execution of the Agreement, it becomes apparent that for proper execution of the Agreement it is necessary to change or supplement the activities to be performed, Parties will adapt the Agreement in a timely manner and in mutual consultation. If the change or addition to the Agreement has financial and/or qualitative consequences, Bike Labyrinth will inform the Client of this in writing as soon as possible.
5.1. Renting of the Product including but not limited to: the display and the home trainer can be facilitated by Bike Labyrinth.
5.2. This Agreement expires automatically and can be renewed biannually.
5.3. When the Client decides not to renew the Agreement, the rented Products will be collected by Bike Labyrinth. Only material damage to the Products will be charged.
6.1. The Client is responsible for the purchase and proper operation of the Products and Program as well as for the deployment of sufficient (support) personnel and capacity required to (functionally) use the Products and Program.
6.2. The Client is not permitted to use the Program in a way that causes or may cause damage to Bike Labyrinth and/or edit or reproduce the content of the Program.
6.3. If the Client notices that the Products and/or Program are being used in violation of the Agreement or the GTC, the Client shall promptly notify Bike Labyrinth.
7.1. The prices stated on proposals, Offers and invoices of Bike Labyrinth are in euros and exclusive of sales tax (VAT) and other fees and government charges, unless explicitly stated otherwise.
7.2. Bike Labyrinth is entitled to pass cost-increasing factors that are within the Client’s sphere of influence and that arise after the conclusion of the Agreement on to the Client.
7.3. Bike Labyrinth has the right to adjust the prices to be charged to the Client and payment dates, annually as of January 1st. Adjusted prices, rates and payment dates will be communicated to the Client as soon as possible before the new prices become applicable.
7.4. Bike Labyrinth will increase its prices per 1 January with the most recent annual inflation or price index figure as determined by the CBS (Centraal Bureau voor de Statistiek).
8.1. Two years from the conclusion of the Agreement, a subscription shall be offered by Bike Labyrinth to the Client. With this subscription the Client continues to have access to the full Program.
8.2. When the Client chooses not to take the subscription, the access to the Program will be limited to the 12 favourite routes which shall remain operable. Hardware bought by the Client shall remain in possession of the Client, rented property shall be collected by Bike Labyrinth in accordance with the rental agreement.
8.3. The subscription expires automatically and can be renewed annually.
9.1. Bike Labyrinth shall invoice after the Agreement has been concluded, or in case of a two-week free trial, the first day following the expiration of this free trial, when the Client has not indicated the wish to terminate the Agreement via the Contact Details provided in these GTC.
9.2. The Client shall pay the amounts due to Bike Labyrinth within 30 calendar days after the invoice date, unless Parties have made other arrangements in writing or another payment term is stated on the invoice. Payment deadlines are fatal deadlines.
9.3. The Client is not permitted to suspend any payments or offset any amounts due.
9.4. If the Client has not paid in full within the agreed period, the Client shall be in default without further notice of default being required. The Client shall in that case be obligated to pay both the statutory (commercial or non-commercial) interest and collection fees. The collection fees are 15% of the amount not paid on time. The Client must also compensate for any additional damage on the part of the Bike Labyrinth.
9.5. As of the moment the Client is in default, Bike Labyrinth has the right to suspend its obligations, freeze the Program and seize any rented or unpaid Products until the Client has fulfilled the full payment obligation. From the moment the Client is in default, any subsequent invoices or claims shall be immediately and fully due and payable without the requirement of a formal notice of default.
9.6. All claims Bike Labyrinth has against its Client shall become immediately due and payable if the Client – whether provisionally or not – is granted a suspension of payments, if bankruptcy is filed with regard to the Client, if the Client is in the process of liquidation or is dissolved, if there is a ‘Schuldsaneringsregelingen Natuurlijke Personen’ (Debt Rescheduling Scheme for Natural Persons) or if the Client loses the free disposal of its assets in any other way.
9.7. If the Client refuses to cooperate with Bike Labyrinth in the performance of the Services, the Client will still be obliged to pay the full price for the Services including but not limited to travelling costs and time costs.
9.8. Notwithstanding the above, in the event that the Client does not meet its payment obligation, Bike Labyrinth is entitled to terminate the Agreement and/or suspend or terminate access to the Program or seize rented or unpaid Products.
10.1. The Parties will treat all information obtained or disclosed from one another, in any form whatsoever – written, verbal, electronic or physical – including but not limited to software and (source)codes, Client details and documentation as strictly confidential.
10.2. The Parties will use confidential information solely for the purposes for which it was disclosed and in doing so will observe at least the same duty of care that applies to their own internal confidential information. Parties will only disclose the confidential information to employees, of subcontractors or affiliated businesses insofar as is necessary within the framework of the (implementation of) the Agreement. Comparable provisions in relation to confidentiality must be imposed on these employees and subcontractors.
10.3. The confidentiality obligations set forth in this clause shall not apply if the receiving Party can demonstrate that the information is not confidential because it was: i) already known to the receiving Party at the time it was provided by the providing Party, or ii) publicly known at the time it was provided by the providing Party. In addition, the confidentiality obligations shall not apply to information that i) becomes known through the actions of the providing Party ii) is lawfully received by the receiving Party from a third party, without being in breach of these confidentiality obligations, iii) was developed by the Receiving Party entirely independent of its disclosure by the providing Party, or iv) became publicly known with the consent of the providing Party.
10.4. Bike Labyrinth, its employees and/or third parties engaged by Bike Labyrinth shall keep the information provided by the Client confidential.
11.1. The Client shall make all information relevant to the performance of the assignment available to Bike Labyrinth. The Client guarantees that this information is provided on time and truthfully.
11.2. The Client guarantees the accuracy, completeness and reliability of the documents and information provided to Bike Labyrinth, even if these originate from third parties.
11.3. The Client will indemnify Bike Labyrinth for any damage, in whatever form, arising from the failure to comply with the provisions of the first paragraph of this clause.
11.4. If and to the extent that the Client so requests, Bike Labyrinth will return the documents in question.
11.5. If the Client does not make the requested data and documents available to Bike Labyrinth in a timely or proper manner, causing a delay in the performance of the assignment, the resulting additional costs and fees will be borne by the Client.
12.1. Subscriptions offered by Bike Labyrinth expire automatically unless renewed annually.
12.2. Rental agreements between Bike Labyrinth and the Client expire automatically unless renewed biannually.
12.3. Bike Labyrinth is at all times entitled to limit, suspend or terminate the Agreement and/or suspend or terminate access to the Program if the Client acts in violation of the GTC or the Agreement. Bike Labyrinth shall in such case not be liable for any damage on the part of the Client.
12.4. In the event of a failure to perform by a Party – where there is no serious breach – under this Agreement, where performance is still possible, the other Party may only terminate this Agreement if the Party in default has not yet fulfilled said obligation within 30 days after a written notice of default.
12.5. Either Party may also dissolve this Agreement, in whole or in part, with immediate effect and without notice of default being required if the other Party is granted a suspension of payments, if bankruptcy is filed or granted, a petition for liquidation is filed with respect to the other Party or, if the other Party is liquidated other than for the purpose of reconstruction or merger of companies.
12.6. Bike Labyrinth is entitled to terminate the Agreement in whole or in part with immediate effect, without requiring a notice of default and without being liable to the Client, in the event of violation of clauses 6 (Usage of the Products), 16 (Intellectual Property Rights) and / or 17 (Data).
12.7. If Bike Labyrinth has already received due performance in execution of the Agreement at the time of the dissolution referred to in this provision, such performance and related payment obligations shall not be the subject to cancellation. Amounts invoiced on behalf of Bike Labyrinth prior to the dissolution in connection with the Services it has already duly performed or the Program and Products it has delivered in execution of the Agreement shall remain due in full and shall become immediately due and payable at the time of dissolution.
12.8. If the Agreement is terminated, for whatever reason, Bike Labyrinth retains the right to limit or suspend access to the Program. Also, rights granted to the Client will automatically end, and outstanding invoices will be immediately due and payable.
12.9. All rights and obligations which by their nature are intended to remain in force after termination of the Agreement will remain in force after termination of the Agreement. This applies, inter alia, to Clause 10 (Confidential Information) and Clause 16 (Intellectual Property Rights).
13.1. If the Client terminates the Agreement early after its conclusion, there is no right to reimbursement of the amount paid or still owed by the Client to Bike Labyrinth.
13.2. If the Client terminates the Agreement early after the delivery of the Products or the commencement of Services, any claims Bike Labyrinth may have against the Client become immediately due and payable.
13.3. Termination of the Agreement by the Client is only possible in accordance with the provisions of Clause 12 of the GTC.
14.1. Unless otherwise provided in the Agreement or elsewhere in the GTC, this provision describes Bike Labyrinth’s entire liability to the Client with respect to a breach of the agreement, damage and/or any other liabilities related to the Products, Program and Services.
14.2. Bike Labyrinth’s liability for an attributable breach of the Agreement or for any other reason is limited to compensation for direct damage up to a maximum of the amount that the Client paid to Bike Labyrinth for the assignment from which the damage arose. Any liability for damage arising from or in connection with the implementation of an Agreement is always limited to the amount that is paid out in the relevant case by the liability insurance policy/ policies concluded.
14.3. Liability for damage other than that referred to in clause 14.2, including but not limited to indirect damage, consequential damage, fines, pure economic loss, loss of turnover, loss of profit, loss of goodwill, loss caused by interruption of business operations, reputational damage and immaterial damage is expressly excluded. The exclusions mentioned in clause 14 of the GTC will be inapplicable only if the damage is caused intentionally or by deliberate recklessness on the part of Bike Labyrinth.
14.4. Every right to compensation from Bike Labyrinth expires in any case 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions of Article 6:86 of the Dutch Civil Code.
14.5. Bike Labyrinth is not liable for direct damage caused (partly) because Bike Labyrinth in the event on which the liability is based, has assumed incomplete or inadequate information provided by or on behalf of the Client.
14.6. Unless fulfilment is permanently impossible, liability for attributable failure to fulfil the Agreement only arises if Bike Labyrinth is immediately declared in default in writing.
14.7. The Client is liable for all damage suffered by Bike Labyrinth as a result of actions by its employees or other persons involved who are given access to the Program, Products and other materials of Bike Labyrinth, including but not limited to damage due to infringement of Intellectual Property Rights of Bike Labyrinth.
15.1. In the event of force majeure (i.e., failure of performance of the Agreement due to events beyond the reasonable control of the Party), no attributable failure will apply in the performance of the Agreement by the Parties.
15.2. Force majeure includes but is not limited to, disruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, failure on the part of dept’s suppliers, failure on the part of third parties enlisted by the Parties, disruptions in the internet connection, malfunctions in equipment and/or (telecommunication) networks and other unforeseen circumstances.
15.3. If a force majeure situation occurs as a result of which Bike Labyrinth is unable to meet its obligations, its obligations shall be suspended for as long as Bike Labyrinth is unable to meet them. If this situation has lasted longer than 30 calendar days, Parties are entitled to dissolve the agreement in whole or in part in writing.
16.1. Unless the Parties have agreed otherwise in writing, Bike Labyrinth exclusively holds, owns and retains all intellectual property rights (including copyright, trademark law, design rights etc.) regarding the Products, Program, (results of the) Services and all materials and information delivered by Bike Labyrinth to the Client. The Client only obtains the user rights explicitly granted in the GTC or in the Agreement.
16.2. Subject to the terms and conditions set forth in the Agreement, Bike Labyrinth grants to the Client a non-exclusive, non-transferable, immediately revocable and limited licence, without the right to sublicense, to use Bike Labyrinth’s Products or Program for the term of the Agreement.
16.3. The Client is not permitted to sell, publish, rent, dispose of or make (access to) the Program available to third parties in any way or for any purpose other than as provided in the Agreement.
16.4. The Client is not permitted to edit or reproduce the Products or Program made available to the Client by Bike Labyrinth. Editing the Program is only permissible using the settings and tools provided by Bike Labyrinth designated for personalisation of the Program.
17.1. Bike Labyrinth is entitled to collect data regarding use of the Products or Program including but not limited to which routes are used, how often and when. This information is traceable to the institution but not the natural person and does therefore not fall under ‘personal data’ as referred to in article 4 of the European Union, General Data Protection Regulation.
18.1. The Agreement and GTC shall be governed exclusively by Dutch law.
18.2. All disputes or claims arising from or related to the GTC, the Agreement and/or its violation shall be submitted exclusively to the competent court in The Hague.
19.1. The Client is not authorised to transfer its rights and / or obligations under the Agreement, including any licence, to a third party without the prior express written consent of Bike Labyrinth. Bike Labyrinth is entitled to transfer its rights and/or obligations under the Agreement, including any licence, to a third party or to an affiliate of Bike Labyrinth, without requiring the Client's consent.
19.2. If and to the extent that any provision of the GTC or the Agreement is declared void, invalid or non-binding, this shall not affect the validity of the other provisions. In such a case the Parties will consult with each other as soon as possible about a new provision, which will approximate the nature and purport of the old provision as closely as possible.