Terms & Conditions for Rent-to-Buy

These Rent-to-Buy Terms (“RTB Terms”) govern the Rent-to-Buy service (“RTB Service”) offered by suppliers (“Supplier”) to business customers (“Customer”) via the BFLEX digital marketplace operated by FlexThis IKE (“FlexThis” or “Platform”).

FlexThis acts as a technology and transaction-facilitation platform. FlexThis is not the Supplier or a contracting party to the RTB Service unless explicitly stated otherwise on the applicable product page or RTB order.

The RTB Service is structured as a cancellable commercial rental arrangement with a separate optional purchase component. The parties do not intend it to operate as, and it is not structured as, a loan, credit facility or credit agreement.

The RTB Service is offered exclusively to Customers acting in the course of a trade, business, craft or profession. It is not offered to consumers.

By confirming an RTB order via the Platform, the Customer agrees to the version of these RTB Terms in force at the date of that order.

1. Scope and Structure of the RTB Service

1.1 Under the RTB Service, the Supplier provides the Customer with the right to use a fleet of bicycles, e-bikes, electric scooters, mopeds, motorcycles, cars or other mobility vehicles (“Fleet”) selected by the Customer via the Platform, for the RTB Term selected by the Customer during checkout.

The RTB Term is the maximum scheduled duration of the rental if the Customer chooses to continue to its scheduled end. It is not a committed payment period. The Customer is not required to complete the RTB Term and may terminate at any time in accordance with Section 9.

1.2 The RTB payment structure consists of:

·  an upfront deposit (“Deposit”), calculated as the percentage of the total RTB price shown at checkout;

·  monthly RTB instalments payable during the RTB Term;

·  an optional Final Instalment, equal to one (1) monthly RTB instalment, payable only if the Customer exercises the purchase option under Section 3; and

·  a separate FlexThis Service Fee, payable upfront, for facilitating and administering the transaction through the Platform.

The Deposit percentage may vary between RTB orders, for example 20%, 30% or 40%, and is always displayed at checkout. Unless another amount is displayed at checkout, the FlexThis Service Fee is ten percent (10%) of the total RTB price.

1.3 Structure of the payment schedule. Where N is the total number of RTB instalments used to calculate the RTB schedule:

·  N − 1 monthly RTB instalments fall due during the RTB Term; and

·  the Final Instalment occupies the final position in that schedule and becomes payable only if the Customer exercises the purchase option.

The applicable RTB order and checkout summary shall set out the RTB Term, the number and amount of the monthly instalments, their due dates, and the amount of the optional Final Instalment.

1.4 All payments made in respect of periods before termination or return are non-refundable. Where the Customer terminates and returns the Fleet in accordance with these Terms, no RTB instalments relating to subsequent rental periods become due.

This does not affect amounts already due or accrued, or the Customer’s liability for damage, missing parts, late return, theft, loss, destruction or failure to return the Fleet.

1.5 In addition to the RTB payments, the Supplier may charge, where clearly disclosed at checkout:

(a) delivery or shipping fees; and (b) refundable security deposits.

Such amounts are separate from the Deposit and do not count toward the RTB price unless expressly stated otherwise.

2. Role of FlexThis and the Supplier

2.1 FlexThis operates a digital marketplace enabling Suppliers to list RTB offers and Customers to place RTB orders.

2.2 The Supplier identified on the applicable product page or RTB order is the contracting party providing the RTB Service and is responsible for the obligations assigned to the Supplier under these Terms.

2.3 Where FlexThis is explicitly identified as the Supplier on the applicable product page or RTB order, FlexThis is the Supplier for that RTB order and all rights and obligations assigned to the Supplier under these Terms apply to FlexThis in that capacity.

2.4 Except where FlexThis is explicitly identified as the Supplier, FlexThis is not the Supplier or a contracting party to the RTB Service.

2.5 FlexThis may facilitate payments, communications, documentation, order management and administration relating to the RTB agreement without thereby becoming the Supplier.

2.6 The FlexThis Service Fee is charged for facilitating and administering the RTB arrangement through the Platform.

2.7 Any discounts, commissions or other commercial arrangements between FlexThis and a Supplier are governed exclusively between those parties and do not reduce, offset or otherwise affect the Customer’s obligations under the RTB Service.

3. Fleet Selection, Purchase Option and Transfer of Title

3.1 The Customer selects the Fleet via the Platform, subject to any minimum or maximum order value, quantity limits or other conditions set by the Supplier and displayed at checkout.

“Fleet” means the specific vehicle or vehicles selected by the Customer via the Platform and confirmed in the applicable RTB order and checkout summary.

3.2 No transfer by operation of the rental. Title to the Fleet does not transfer to the Customer merely because the Customer:

·  takes possession of the Fleet;

·  pays the Deposit;

·  pays the FlexThis Service Fee;

·  pays one or more RTB instalments; or

·  reaches the scheduled end of the RTB Term.

Title remains with the Supplier unless and until it transfers under Section 3.4.

3.3 Purchase option. One (1) month before the scheduled end of the RTB Term, the Customer will be offered, through the Platform, the option to purchase the Fleet for the Final Instalment stated in the applicable RTB order.

The Customer must affirmatively select the purchase option and pay the Final Instalment. The Customer is under no obligation to purchase the Fleet.

If the Customer does not exercise the purchase option, the Final Instalment does not become due, title does not transfer, and the Fleet must be returned at the end of the RTB Term in accordance with Section 9.

3.4 Transfer of title. Title to the Fleet transfers to the Customer upon the Customer:

·  affirmatively exercising the purchase option under Section 3.3;

·  paying the Final Instalment; and

·  paying all other amounts then due under the RTB Service.

Transfer of title is not conditional on completion of registration formalities.

3.5 Registration and documentation. Within fourteen (14) calendar days of title transferring under Section 3.4, the Supplier shall issue the applicable invoice and provide all documentation, signatures and authorisations reasonably required to complete any legally required title- or registration-transfer procedure.

The parties shall cooperate in good faith to complete that procedure. Unless stated otherwise at checkout, transfer taxes, registration fees and similar public charges arising on transfer are borne by the Customer.

3.6 If the Customer does not exercise the purchase option, payments previously made remain payments in respect of the RTB Service and are not refunded or credited toward any future purchase. The Fleet must be returned in accordance with these Terms.

4. Financial Terms

4.1 The total RTB price (“P”) is the agreed total order value of the Fleet under the RTB arrangement as displayed at checkout. Unless expressly stated otherwise at checkout, the FlexThis Service Fee is not included in P.

4.2 The Customer shall pay:

·  the upfront Deposit, calculated as the percentage of P displayed at checkout;

·  the FlexThis Service Fee, payable upfront;

·  the monthly RTB instalments shown in the applicable payment schedule; and

·  only where the Customer exercises the purchase option, the Final Instalment.

4.3 The amount of each RTB instalment, including the optional Final Instalment, is calculated as:

RTB Instalment = (P − Deposit) / N

where P is the total RTB price, Deposit is the upfront Deposit shown at checkout, and N is the total number of RTB instalments used to calculate the RTB schedule, including the optional Final Instalment.

The Final Instalment is included in the calculation of N but does not become payable unless the Customer exercises the purchase option under Section 3.3.

4.4 The Deposit percentage may vary between RTB orders. The applicable percentage, the monetary amount, the full payment schedule and the amount of the optional Final Instalment are displayed to the Customer before confirmation of the RTB order.

4.5 All prices are exclusive of VAT unless expressly stated otherwise. VAT and any other applicable taxes are borne by the Customer and applied in accordance with applicable law.

4.6 The RTB Service does not include interest, APR or credit charges. The FlexThis Service Fee is charged for facilitation and administration through the Platform.

5. Delivery and Acceptance

5.1 The Supplier shall deliver the Fleet to the delivery address confirmed in the RTB order, by the delivery date or within the delivery window stated at checkout. Where no date or window is stated, delivery shall be made within a reasonable period.

5.2 If the Supplier fails to deliver the Fleet within thirty (30) calendar days after the stated delivery date or window, the Customer may, by written notice, cancel the affected part of the RTB order and receive a refund of the Deposit, the FlexThis Service Fee and any instalments paid in respect of the undelivered Fleet.

5.3 Handover record. On delivery, the parties shall complete a handover record identifying each vehicle, including frame, VIN or serial number and, where applicable, registration number, its condition, accessories and any pre-existing damage.

The Supplier shall make photographic documentation of each vehicle’s condition at delivery and retain it for the duration of the RTB Service.

Where no handover record or photographic documentation exists, the condition of the Fleet at delivery shall be determined on the basis of the best available evidence, and the absence of such documentation shall not operate to the Customer’s disadvantage.

5.4 Visible defects. Visible defects, damage, missing parts or other visible issues must be reported to the Supplier in writing within two (2) business days following delivery.

Failing such notification, the Fleet is deemed accepted without visible defects, without prejudice to hidden defects, applicable warranty rights and any rights which cannot lawfully be excluded.

5.5 Risk in the Fleet passes to the Customer on delivery and acceptance in accordance with this Section and remains with the Customer until the Fleet is returned or recovered in accordance with Section 9, or title transfers under Section 3.4.

6. Use, Maintenance and Damage

6.1 During the RTB Service the Customer may use the Fleet for its business operations.

Where the Customer operates a rental, tourism, hospitality, delivery or similar business, the Customer may rent or otherwise temporarily provide the Fleet to its own customers or authorised users in the ordinary course of its business.

The Customer remains fully responsible under these Terms for the Fleet and for the acts and omissions of its customers, employees and authorised users.

6.2 The Customer shall notify the Supplier before providing any Registered Vehicle, as defined in Section 7, to third parties by way of rental or similar temporary provision, so that the Supplier can confirm that the compulsory motor insurance in place covers that use.

Where such use requires an additional or differently rated premium, that additional cost is borne by the Customer.

6.3 The Customer has no right to substitute, exchange or swap the Fleet for other vehicles unless expressly offered by the Supplier and documented in writing.

6.4 Throughout the period in which the Fleet is in the Customer’s possession, the Customer is responsible, at its own cost and risk, for:

·  daily operation and use;

·  secure locking and appropriate storage;

·  routine maintenance in accordance with manufacturer and Supplier guidelines; and

·  repairs arising from use of the Fleet, including wear beyond normal wear and tear, misuse, negligence, improper use, vandalism and accidents.

6.5 Damage to, defects in or malfunction of the Fleet are borne by the Customer except where expressly covered by an applicable manufacturer warranty or statutory guarantee, or caused by the Supplier.

Where a defect or malfunction is covered by a manufacturer warranty or statutory guarantee, the Supplier shall reasonably assist the Customer in coordinating repair or replacement under the applicable warranty terms.

Unless expressly covered by that warranty or guarantee, labour, installation, transport and other ancillary repair costs are borne by the Customer.

6.6 The Customer may not sell, pledge, encumber or otherwise permanently transfer the Fleet or any part of it before title transfers to the Customer.

Temporary rental or provision to the Customer’s own customers under Section 6.1 is permitted and does not constitute a prohibited transfer.

6.7 On termination of the RTB Service, or on expiry of the RTB Term without exercise of the purchase option, the Fleet must be returned to the Supplier in good working condition, fair wear and tear excepted.

6.8 Damage and associated costs

Damage, missing parts, non-functional components or wear beyond normal wear and tear identified during the RTB Service or on return is at the Customer’s expense.

The Customer is liable for all reasonable costs directly resulting from it, including where applicable:

·  inspection and diagnosis;

·  spare parts and replacement components;

·  labour and repair;

·  transportation, towing or collection;

·  storage;

·  specialist or third-party services; and

·  other reasonable costs necessary to restore the Fleet to proper working condition.

Where a refundable security deposit has been paid, the Supplier may apply it, in whole or in part, against these amounts.

6.9 Substantiation. The Supplier shall provide the Customer with a written statement of the damage claimed and the costs charged, including a summary of labour, spare parts replaced and associated costs, together with photographic documentation of the damage.

The Supplier is not required to disclose internal pricing methodologies, third-party confidential information or commercially sensitive information beyond what is reasonably necessary to substantiate the charges.

6.10 Payment. If the amounts due under Section 6.8 exceed any refundable security deposit held, or no security deposit is held, the Customer shall pay the outstanding balance within seven (7) calendar days following receipt of the Supplier’s written demand and the statement required by Section 6.9.

6.11 Failure to pay damage costs. If the Customer fails to pay within that period, the Customer is in default in respect of that amount.

The Supplier may recover the outstanding costs together with applicable statutory or contractual default interest, statutory recovery compensation available in commercial transactions, and reasonable collection, legal and administrative costs, to the extent permitted by applicable law.

6.12 Loss of use following failure to pay damage costs. No loss-of-use compensation is payable where the Customer pays the amounts due under Section 6.10 within the required period.

Where:

(a) Customer-caused damage prevents the affected vehicle from being used for its normal commercial purpose; and (b) the Customer fails to pay the amount due for that damage within the required period,

the Customer is additionally liable for reasonable loss-of-use compensation, accruing from the day after that period expires.

Unless the Supplier demonstrates a higher actual loss, the daily loss-of-use amount is:

Applicable monthly RTB instalment / 30

Loss-of-use compensation accrues only while the vehicle remains unavailable for its normal commercial use and stops on the earliest of:

·  the date the outstanding damage amount is paid in full;

·  the date the vehicle becomes operational again; or

·  the date it could reasonably have become operational had the Supplier acted without undue delay.

Where the Supplier demonstrates a higher actual loss of income directly resulting from the Customer’s failure to pay on time, the Supplier may claim that higher proven loss instead.

The Supplier may not recover both the standard daily amount and a higher proven loss for the same period.

6.13 Economic total loss. Where Customer-caused damage is so extensive that repair is technically impossible or economically unreasonable, the vehicle may be treated as a total loss and Section 7 applies in place of the repair-cost provisions of this Section.

7. Insurance, Registered Vehicles, Theft and Total Loss

7.1 Unless explicitly stated on the applicable product page or RTB order, the Fleet is not insured against theft, damage or loss.

7.2 Where theft or damage insurance is explicitly included by the Supplier, cover applies strictly on the conditions set by the applicable insurer.

Registered Vehicles

7.3 Where the Fleet includes a vehicle which under applicable law requires registration, a licence plate, compulsory motor vehicle insurance, a driving licence or a similar legal requirement for use on public roads, it is a “Registered Vehicle” for the purposes of these Terms.

7.4 The Supplier shall ensure that a Registered Vehicle has the legally required registration, licence plate and compulsory motor vehicle insurance for the agreed use.

7.5 The Supplier shall ensure that the legally required compulsory motor vehicle insurance remains active throughout the period during which the Registered Vehicle is provided to the Customer.

The cost of that legally required cover is included in the RTB price.

7.6 Compulsory motor vehicle insurance does not mean that the Registered Vehicle is insured against theft, accidental damage, vandalism, loss or damage to the vehicle itself.

Unless explicitly stated otherwise on the applicable product page or RTB order, there is no theft or damage insurance.

7.7 The Customer may not operate, or permit another person to operate, a Registered Vehicle unless that person:

·  holds the legally required driving licence;

·  meets all applicable legal requirements;

·  is permitted to operate the vehicle under the applicable compulsory insurance; and

·  complies with applicable traffic and road-safety laws.

7.8 All traffic fines, parking charges, tolls, penalties and similar costs arising from use of a Registered Vehicle while in the Customer’s possession are borne by the Customer.

Where any such amount is charged to the Supplier or FlexThis because the vehicle remains registered in its name, the Customer shall reimburse it, together with any reasonable administrative handling charge disclosed at checkout.

7.9 Following transfer of title to the Customer, responsibility for maintaining the legally required registration and insurance passes to the Customer.

Theft, loss and total loss

7.10 The Customer shall comply with all locking, storage and security instructions provided by the Supplier.

7.11 In case of theft, the Customer shall report the theft to the competent police authorities without undue delay, provide the Supplier with the police report or official report reference, and give all information and cooperation reasonably required.

7.12 Where theft occurs and an applicable theft-insurance claim is accepted and paid in full, the Supplier receives the insurance payout and no further amount relating to the value of the stolen Fleet is owed by the Customer.

7.13 Liability for uninsured or uncovered loss

Where the Fleet is stolen, totally lost or irreparably damaged and:

·  the Fleet is not insured against the relevant loss; or

·  an applicable insurance claim is rejected, reduced or only partially paid,

the Customer shall compensate the Supplier for the replacement value of the affected Fleet.

For the purposes of this Section, “replacement value” means the reasonable cost, at the time of the loss, of replacing the affected vehicle with the same vehicle or a vehicle of comparable type, specification, age and condition, including reasonable costs directly necessary to place the replacement vehicle into equivalent operational use.

Any insurance proceeds received by the Supplier, and any residual or salvage value recovered in respect of the affected vehicle, shall be deducted from the amount payable by the Customer.

The replacement value does not constitute payment of the Final Instalment, exercise of the purchase option or acquisition of the affected Fleet by the Customer.

The replacement value payable under this Section shall be due within fourteen (14) calendar days following receipt of the Supplier’s written demand, together with reasonable supporting information substantiating the replacement value.

7.14 The Customer’s obligation under Section 7.13 applies notwithstanding that a genuine theft has been properly reported to the police.

A police report establishes that the Customer has reported the Fleet as stolen; it does not transfer the financial loss of uninsured Fleet to the Supplier.

Where the Customer provides the required police report and cooperates reasonably, the inability to physically return the Fleet solely as a result of the reported theft is not treated as late return or unlawful retention, and compensation for use and retention under Section 9.4 does not accrue in respect of that vehicle.

7.15 Default following theft or total loss

Where any amount payable under Section 7.13 remains unpaid for more than ten (10) calendar days after its due date, the Supplier may, by written notice, declare all amounts remaining under Section 7.13 immediately due and payable.

The Supplier may additionally recover applicable statutory or contractual default interest, statutory recovery compensation available in commercial transactions, and reasonable collection, legal and administrative costs, to the extent permitted by applicable law.

7.16 Where an applicable insurance claim is partially paid, any amount actually received by the Supplier for the same loss shall be credited against the Customer’s liability so that the Supplier does not recover the same loss twice.

7.17 If stolen Fleet is subsequently recovered and returned to the Supplier, the Supplier shall take the recovery and condition of the Fleet into account in determining the Customer’s remaining liability and shall refund or credit any amount recovered from the Customer which would otherwise result in disproportionate double recovery.

7.18 All operational and risk-related responsibility arising from the Customer’s possession, use, storage and handling of the Fleet rests with the Customer while the Fleet remains in the Customer’s possession.

This does not exclude obligations expressly placed on the Supplier under these Terms, including warranty obligations and compulsory-insurance obligations for Registered Vehicles.

8. Payments, Late Payment and Default

8.1 All payments due under the RTB Service shall be made in full on the due dates specified at checkout and confirmed in the applicable RTB order.

8.2 Except where a different period is expressly provided elsewhere in these Terms, if any RTB instalment or other amount remains unpaid for more than ten (10) calendar days after its due date, the Customer is in default.

8.3 In the event of default, and without prejudice to any other right or remedy, the Supplier may:

·  suspend further performance of the RTB Service, including support;

·  terminate the RTB agreement;

·  demand return of the Fleet;

·  charge applicable statutory or contractual default interest;

·  recover statutory recovery compensation available in commercial transactions;

·  recover reasonable collection, legal and administrative costs; and

·  recover other reasonable costs incurred as a direct result of the default.

8.4 Termination following default

Where the RTB Service is terminated for default and the Fleet is returned in accordance with these Terms, the Customer is not required to pay RTB instalments relating to subsequent rental periods.

Amounts already due or accrued remain payable, as does liability for damage, missing parts, loss-of-use compensation where applicable, compensation for use and retention under Section 9.4, recovery costs and any other amounts payable under these Terms.

Where the Fleet is not returned within the fourteen (14) calendar day return period, compensation for use and retention under Section 9.4 begins to accrue.

From the date that compensation under Section 9.4 begins to accrue for a vehicle, it applies in place of any RTB instalment that would otherwise fall due for that same vehicle and same period.

RTB instalments which became due before that date remain payable.

8.5 Set-off

To the extent permitted by applicable law, the Supplier may apply any refundable security deposit or other amount it holds for the Customer against any overdue amount owed under the RTB Service, including:

·  unpaid instalments;

·  repair or replacement costs;

·  loss-of-use compensation;

·  compensation for use and retention;

·  fines or charges payable by the Customer;

·  recovery or repossession costs;

·  default interest; and

·  reasonable collection, legal or administrative costs.

Application of a security deposit does not prevent the Supplier from recovering any remaining balance.

8.6 Suspension of further RTB Services

While any amount owed by the Customer under an RTB agreement remains overdue, the Supplier may decline to provide additional Fleet or enter into additional RTB arrangements with the Customer.

FlexThis may suspend the Customer’s ability to place additional RTB orders through the Platform until overdue amounts have been paid.

8.7 Unlawful retention and potential criminal liability

Where, following termination, the Customer fails to return the Fleet within the period set out in Section 9 or following a lawful written demand for its return, such conduct may constitute unlawful retention of entrusted property and may be reported to the competent authorities, including as embezzlement under Article 375 of the Greek Penal Code, where applicable.

The Supplier reserves all rights and remedies available under applicable law.

9. Termination, Return and Compensation for Use

9.1 Termination by the Customer

The Customer may terminate the RTB Service at any time by written notice to the Supplier.

All amounts paid up to the termination date remain non-refundable.

The Fleet must be returned to the Supplier within fourteen (14) calendar days following termination.

Provided the Fleet is returned in accordance with these Terms, no RTB instalments relating to subsequent rental periods become due.

There is no early-termination fee.

Termination gives the Customer no right to acquire the Fleet.

9.2 Termination by the Supplier

The Supplier may terminate the RTB Service with immediate effect on:

·  (a) non-payment or default under Section 8.2;

·  (b) misuse, negligence or unauthorised use of the Fleet;

·  (c) attempted sale, pledge or unlawful transfer of the Fleet;

·  (d) insolvency, liquidation or cessation of the Customer’s business; or

·  (e) any other material breach of these Terms which, where capable of remedy, remains unremedied for ten (10) calendar days after written notice requiring its remedy.

9.3 Return

On termination, or on expiry of the RTB Term without exercise of the purchase option, the Fleet must be returned to the Supplier within fourteen (14) calendar days.

9.4 Compensation for use and retention

Where the Customer fails to return the Fleet within the period set out in Section 9.3, the Customer no longer has any contractual right to possess or use the Fleet and the Supplier is deprived of the use and earning capacity of its property.

The Customer shall accordingly pay the Supplier compensation for use and retention, calculated per vehicle per day at the following rates:

The applicable daily compensation for use and retention is:

• Bicycle, non-electric: €20 per day.
• Electric bicycle: €30 per day.
• Kick scooter / standing e-scooter, including two- or three-wheeled models: €30 per day.
• Moped, seated motor scooter, motorcycle, motor tricycle and other powered two- or three-wheeled Registered Vehicle: €40 per day.
• Car and other four-wheeled vehicle: €60 per day.

For the avoidance of doubt, a powered three-wheeled scooter or motor tricycle requiring registration, a licence plate or a driving licence falls within the €40 per day category. A standing kick scooter, including a three-wheeled standing kick scooter, falls within the €30 per day category.

These amounts constitute agreed daily compensation for continued use or retention of the Fleet after the Customer’s contractual right to possess it has ended and for the resulting loss of availability to the Supplier.

Where the Supplier demonstrates that its actual loss for a vehicle exceeds the applicable daily amount, it may claim that higher proven loss instead.

The Supplier may not recover both the standard daily amount and a higher proven loss for the same vehicle and period.

9.5 Accrual and cessation

Compensation for use and retention accrues from the day following expiry of the fourteen (14) calendar day return period and continues until the vehicle is actually returned to, recovered by or repossessed on behalf of the Supplier.

The Customer’s payment or accrual of compensation under this Section does not give the Customer any right to retain or continue using the Fleet.

9.6 Relationship with RTB instalments

From the date compensation under Section 9.4 begins to accrue for a vehicle, that daily compensation applies instead of RTB instalments that would otherwise fall due for the same vehicle and the same period.

RTB instalments which became due before compensation under Section 9.4 began to accrue remain payable.

Nothing in this Section limits the Supplier’s separate right to recover:

·  damage and repair costs;

·  loss-of-use compensation applying to a different period;

·  recovery and repossession costs;

·  fines or charges;

·  default interest;

·  statutory recovery compensation; or

·  reasonable collection, legal and administrative costs.

9.7 Condition of the Fleet on return

On return, the Fleet shall be inspected by or on behalf of the Supplier.

The Customer may attend the inspection or be represented at it, provided it notifies the Supplier at or before return.

Where the Customer does not attend, the Supplier shall make photographic documentation of the condition of each vehicle at return.

Damage, missing parts, non-functional components or wear beyond normal wear and tear identified on inspection is repaired or replaced at the Customer’s expense in accordance with Section 6.

Fair wear and tear resulting from normal and appropriate use is accepted.

9.8 Repossession

If the Customer fails to return the Fleet voluntarily, the Supplier may repossess or otherwise recover it in accordance with applicable law.

Reasonable costs of repossession, recovery, transport, storage, inspection and repair are borne by the Customer and may be invoiced separately.

Repossession or attempted repossession does not waive amounts properly accrued before the Fleet was actually returned or recovered.

10. Liability and Indemnity

10.1 Customer responsibility

From acceptance of the Fleet until it is properly returned to or recovered by the Supplier, or title transfers to the Customer, the Customer assumes responsibility for the operation, use, storage and handling of the Fleet.

The Supplier is not liable for damage, loss, malfunction or consequences arising from the Customer’s use or handling of the Fleet, except where caused by the Supplier or expressly covered by an applicable manufacturer warranty, statutory guarantee or mandatory legal obligation.

10.2 Limitation of liability

To the maximum extent permitted by applicable law, neither the Supplier nor FlexThis is liable for indirect, incidental or consequential damages, including business interruption, loss of revenue, loss of profit or third-party claims arising out of or in connection with the use, misuse or operation of the Fleet.

To the maximum extent permitted by applicable law, the aggregate liability of the Supplier and of FlexThis under or in connection with an RTB order is limited to the total amounts paid by the Customer under that RTB order.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, death or personal injury, or any other liability which cannot lawfully be excluded or limited.

10.3 Platform disclaimer

Except where FlexThis is explicitly identified as the Supplier on the applicable product page or RTB order, FlexThis acts solely as a technology and marketplace platform facilitating transactions between Suppliers and Customers and is not responsible for the Supplier’s performance of its obligations under the RTB Service, including delivery, condition of the Fleet, maintenance, warranty obligations, return, registration, insurance or transfer of title.

10.4 Indemnity

The Customer shall, to the extent permitted by applicable law, indemnify, defend and hold harmless the Supplier and FlexThis, and their directors, officers, employees and partners, from and against claims, damages, liabilities, costs and reasonable legal expenses arising out of or relating to:

·  (a) use, misuse or operation of the Fleet;

·  (b) breach of these Terms by the Customer; or

·  (c) third-party claims connected to the Customer’s business activities involving the Fleet,

except to the extent caused by the act, omission or legal responsibility of the party seeking indemnification.

11. Data Protection

11.1 Each of the Supplier, FlexThis and the Customer acts as an independent controller in respect of the personal data it processes in connection with the RTB Service and shall comply with applicable data protection law, including Regulation (EU) 2016/679 (GDPR).

11.2 Where any vehicle in the Fleet is fitted with telematics, GPS tracking, immobilisation or similar technology, the applicable product page or RTB order shall state this, together with the categories of data collected, the purposes of collection and the retention period.

11.3 Where the Customer permits employees, contractors or its own customers to use the Fleet, the Customer is responsible for providing those individuals with the information required under applicable data protection law regarding any such processing and for establishing a valid legal basis for it.

11.4 FlexThis processes personal data in accordance with its privacy policy, available on the Platform.

12. Notices

12.1 Notices under these Terms shall be given in writing.

12.2 Notices to the Customer may be sent to the email address associated with the applicable RTB order or the Customer’s Platform account, or through the Platform’s messaging function.

12.3 Notices to the Supplier shall be sent to the email address identified for the Supplier in the applicable RTB order or on the Platform, or through the Platform’s messaging function.

12.4 A notice sent by email or through the Platform is deemed received on the next business day following transmission, unless the sender receives a delivery failure notification.

A notice sent by registered post is deemed received on the third business day following posting.

12.5 Each party shall keep its contact details on the Platform current and notify the other of any change.

13. General Provisions

13.1 Entire agreement

These RTB Terms, together with the applicable RTB order, checkout summary and any expressly referenced schedules or annexes, constitute the entire agreement between the Supplier and the Customer in relation to the RTB Service and supersede all prior or contemporaneous discussions, negotiations, representations and agreements, whether written or oral.

13.2 Order of precedence

Where a specific provision clearly stated on the applicable product page or RTB order differs from these general RTB Terms, the specific provision prevails in relation to that matter.

13.3 Severability

If any provision is held invalid, unlawful or unenforceable, that does not affect the validity or enforceability of the remaining provisions.

The provision concerned shall be applied, so far as possible, so as to give effect to the parties’ original commercial intention within the limits permitted by law.

13.4 No waiver

Failure or delay in exercising any right under these Terms does not constitute a waiver of that right.

13.5 Assignment

The Customer may not assign or transfer its rights or obligations under the RTB Service without the Supplier’s prior written consent.

The Supplier may assign its rights, including receivables, and transfer its obligations under the RTB Service to a third party, provided that this does not adversely affect the Customer’s rights, and in particular does not affect the Customer’s right to exercise the purchase option and acquire the Fleet under Section 3.

13.6 Force majeure

Neither party is liable for failure or delay in performing its obligations, other than payment obligations already accrued, to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, civil unrest, terrorism, strike, failure of transport or energy infrastructure, or an act of a public authority.

The affected party shall notify the other without undue delay and use reasonable efforts to mitigate.

Where such an event continues for more than sixty (60) days, either party may terminate the affected RTB order by written notice.

13.7 Amendments

FlexThis may update these Terms from time to time.

An updated version applies to RTB orders confirmed on or after its effective date.

RTB orders already confirmed continue to be governed by the version in force at the date of that order.

Where required by applicable law, notice of changes will be given to affected Suppliers and Customers.

13.8 Language

These Terms are drawn up in English.

Where a translation is provided, the English version prevails in the event of any inconsistency, unless mandatory law provides otherwise.

13.9 Records

FlexThis shall retain a record of the version of these Terms applicable to each RTB order and shall make it available to the Supplier or the Customer on reasonable request.

14. Governing Law and Jurisdiction

These RTB Terms, and any contractual or non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with Greek law.

The courts of Athens, Greece have exclusive jurisdiction over any dispute, claim or proceeding arising out of or in connection with these RTB Terms, including disputes relating to their validity, interpretation, performance or termination, unless mandatory law provides otherwise.