General Terms and Conditions Get Driven NL B.V.

1. General

1.1. All quotations and agreements, as well as the performance thereof, are governed exclusively by these terms and conditions, which form an integral part of the agreement entered into between Get Driven NL B.V. (hereinafter: “Get Driven”) and the client. Any deviations must be expressly agreed in writing with Get Driven.

1.2. The applicability of any general terms and conditions used by the client is expressly excluded.

1.3. By making an appointment for a service to be provided by Get Driven and/or by accepting the services provided, the client accepts the exclusive applicability of these terms and conditions. Furthermore, the client shall be deemed to have agreed to the exclusive application of these terms and conditions in respect of any further orders placed by the client verbally, by telephone, by fax or in any other manner.

If the services are ordered via a digital platform or application, the digital confirmation of the order shall be deemed binding on the client, unless written objection is made within 72 hours of receipt.

1.4. In these general terms and conditions, “client” shall also mean persons who are not party to the agreement but who enter into the agreement with Get Driven on behalf of or for the benefit of the client, as well as persons who, although they are neither party to the agreement nor otherwise involved in entering into the agreement, have such a relationship with the client that they form an organisational unit with the client and use the services provided by Get Driven on behalf of that organisational unit.

1.5. In these general terms and conditions, “Get Driven” shall also mean those who perform the assignment on behalf of or at the instruction of Get Driven. In particular, the limitation of liability arising from these general terms and conditions must also be observed in respect of such persons.

1.6. Get Driven reserves the right to amend these general terms and conditions. Any amendment shall apply to orders placed thereafter.

1.7. Get Driven uses a digital platform for managing, planning and recording assignments. The data recorded via this platform, including but not limited to time registrations, ride data and communications, shall constitute binding evidence between the parties, subject to evidence to the contrary.

2. Offers and Acceptance of Assignments

2.1. All offers made by Get Driven to the client are non-binding. Price quotations issued by Get Driven, information contained in brochures and other price indications are likewise non-binding.

2.2. Subject to the provisions below, an agreement with Get Driven shall only be concluded after Get Driven has accepted an assignment in writing or verbally by telephone. Such acceptance shall be deemed to accurately and fully reflect the agreement. The agreement may also be concluded by digital confirmation in Get Driven’s platform.

2.3. Any supplementary agreements or amendments made at a later date, as well as verbal agreements and/or commitments by Get Driven personnel, by third parties on behalf of Get Driven or by Get Driven’s representatives, shall only bind Get Driven insofar as they have been confirmed in writing by management.

2.4. For work for which, by its nature, no quotation or order confirmation can be sent or is customarily sent, the invoice shall also be regarded as the order confirmation. The invoice shall then be deemed to accurately and fully reflect the agreement.

2.5. Get Driven is entitled, upon or after entering into the agreement and before performing or continuing to perform, to require the other party to provide security that both the payment obligations and the other conditions will be fulfilled.

2.6. If Get Driven deems this necessary or desirable for the proper performance of the agreement, Get Driven is authorised to engage third parties, the costs of which shall be passed on to the other party in accordance with the price quotations provided. Where possible and/or necessary, Get Driven shall consult with the client in this regard.

2.7. Performance of the agreement shall commence at the moment the driver starts travelling to the specified starting address. All time associated with this shall be considered performance time and is billable.

3. Prices

3.1. Unless stated otherwise, all price quotations are subject to price changes. All driving, waiting and travel times shall be charged, irrespective of whether they are directly or indirectly related to the assignment.

3.2. The prices stated in a quotation or offer are exclusive of VAT, unless indicated otherwise.

3.3. In the event of an increase in one or more cost price factors, Get Driven is entitled to increase its prices accordingly, with due observance of any applicable statutory provisions, on the understanding that any future price increases already known shall be stated in the order confirmation.

3.4. If the client instructs a driver who has previously performed an assignment on behalf of Get Driven for the client to perform assignments, and provides direct remuneration to that driver without the involvement of Get Driven, the client accepts that such assignments shall be deemed to be agreements to which these general terms and conditions apply. More specifically, the client accepts that the customary rates for such an assignment shall be charged to the client by Get Driven. Any remuneration, expenses or other amounts paid directly to the driver may not be deducted from such charges.

3.5. A minimum duration of 3 hours applies per assignment, unless otherwise agreed in writing.

3.6. Surcharges may be charged for services performed outside regular hours, between 00:00 and 06:00, as communicated in advance via the platform or quotation.

3.7. If the client uses credits purchased in advance via the platform, the following conditions apply:

• Credits may only be used within the platform.
• Credits have a limited validity period as stated at the time of purchase. The credits are valid for eighteen (18) months from the date of purchase or allocation, unless expressly stated otherwise at the time of purchase or allocation.
• Before the validity period expires, the client may extend the validity of the existing credits once by purchasing a new bundle of credits in the application. In that case, the validity period of the credits still available at that time shall be extended by a new period of twelve (12) months, calculated from the date of the new purchase.
• After expiry of the validity period, any unused credits shall automatically and definitively expire, without any right to refund, compensation or exchange.
• Unused credits shall automatically expire without any right to refund.
• Credits are non-transferable and cannot be exchanged for money.

4. Suspension, Termination and Interim Cancellation of the Agreement

4.1. Get Driven is authorised to suspend performance of its obligations or to terminate the agreement if the client fails to fulfil its obligations under the agreement, fails to fulfil them fully or fails to fulfil them on time; if, after the agreement has been concluded, circumstances that have come to Get Driven’s attention give Get Driven good reason to fear that the client will not fulfil its obligations; if, upon entering into the agreement, the client was requested to provide security for the fulfilment of its obligations under the agreement and such security is not provided or is insufficient; or if, due to delay on the part of the client, Get Driven can no longer reasonably be required to perform the agreement under the originally agreed conditions.

4.2. Get Driven is also authorised to terminate the agreement if circumstances arise that are of such a nature that performance of the agreement is impossible, or if circumstances otherwise arise that are of such a nature that Get Driven cannot reasonably be required to maintain the agreement unchanged.

4.3. If the agreement is terminated, Get Driven’s claims against the client shall become immediately due and payable. If Get Driven suspends performance of its obligations, it retains its rights under the law and the agreement.

4.4. If Get Driven proceeds with suspension or termination, it shall in no way be obliged to compensate any damage or costs arising in any manner as a result thereof.

4.5. If the termination is attributable to the client, Get Driven is entitled to compensation for the damage, including costs, arising directly and indirectly as a result thereof.

4.6. If the client fails to fulfil its obligations arising from the agreement and such non-performance justifies termination, Get Driven is entitled to terminate the agreement immediately and with immediate effect, without any obligation on its part to pay any damages or compensation, while the client, on account of an attributable breach, shall be obliged to pay damages or compensation.

4.7. If the agreement is terminated prematurely by Get Driven, Get Driven shall, in consultation with the client, arrange for the transfer of any work still to be performed to third parties.

This shall not apply if the termination is attributable to the client. If the transfer of the work entails additional costs for Get Driven, these shall be charged to the client. The client is obliged to pay these costs within the specified period, unless Get Driven indicates otherwise.

4.8. In the event of liquidation, application for or granting of suspension of payments or bankruptcy, attachment — if and insofar as the attachment is not lifted within three months — against the client, debt restructuring or any other circumstance as a result of which the client can no longer freely dispose of its assets, Get Driven shall be free to terminate the agreement immediately and with immediate effect, or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In such case, Get Driven’s claims against the client shall become immediately due and payable.

4.9. The client may cancel an assignment under the following conditions:

• Free of charge up to 12 hours before commencement.
• In the event of cancellation between 12 and 3 hours before commencement, a fixed fee may be charged.
• In the event of cancellation less than 3 hours before commencement, at least a fixed fee equal to 3 hours of service shall be charged.

5. Transport and Risk

5.1. If the client does not have a means of transport with which the assignment is to be performed, Get Driven shall only be able to act as an intermediary in establishing an agreement between the client and the supplier of a means of transport with which the assignment will be performed.

5.2. The use of means of transport shall also be for the account and risk of the client, unless the client demonstrates that the manner of use by the driver was intentionally negligent or unlawful towards the client. The client is responsible for the technical condition, conformity and statutory requirements of the vehicle. All damage arising from defects in the vehicle shall be borne by the client.

6. Force Majeure

6.1. Force majeure means any circumstance beyond the control of the parties and/or any unforeseeable circumstance, including traffic conditions, delays in public transport, weather conditions and other unforeseen operational circumstances as a result of which Get Driven can no longer reasonably be required by the other party to perform the agreement. This shall in any event include strikes, excessive absenteeism due to illness among Get Driven’s personnel, transport difficulties, fire, government measures and business disruptions.

6.2. If, in Get Driven’s opinion, the force majeure is temporary in nature, Get Driven shall have the right to suspend performance of the agreement for as long as the circumstance constituting force majeure continues to exist.

6.3. If, in Get Driven’s opinion, the force majeure situation is permanent in nature, the parties may make arrangements regarding termination of the agreement and the consequences thereof.

7. Liability

7.1. Get Driven accepts no liability for:

• damage of any kind arising because Get Driven relied on incorrect and/or incomplete information provided by or on behalf of the client;
• claims or tax assessments imposed on the client arising from the maintenance of incorrect mileage records to prevent tax additions for the client, for which the client shall at all times be jointly and severally liable;
• damage to goods or injury to persons that is the direct or indirect result of a defect in or improper functioning of the vehicle to be driven by Get Driven;
• damage or costs arising as a result of an official report, fine, delay or accident caused by a traffic violation committed in the performance of the assignment, such as speeding offences, parking fines and the like, which, given the nature of the assignment, is not attributable to deliberate recklessness or intentional negligence;
• damage that may arise from the failure or delayed establishment and completion of the transport;
• damage to goods belonging to the client or any other occupant in connection with the performance of the assignment;
• damage to the vehicle of the client or to the vehicle of the client’s customer(s) that occurred during the performance of the assignment, with the exception of compensation for damage equal to the loss on the bonus-malus scale and the deductible in the event of damage, as laid down in the policy conditions of the insurance of the vehicle made available by or on behalf of the client for the assignment;
• injury to passenger(s) in connection with the performance of the assignment;
• damage to third parties due to defective or absent third-party liability insurance for the vehicle;
• damage caused by theft of or from the client’s car or the car of the client’s customer.

The limitations of liability included in this article shall not apply if the damage is due to intent or gross negligence on the part of Get Driven, which the client must prove. Get Driven shall under no circumstances be liable for indirect damage, consequential damage, loss of profit or missed savings. To the extent permitted by law, any non-contractual liability of Excellent and its auxiliary persons is excluded.

7.2. If Get Driven should be liable for any damage, Get Driven’s liability shall be limited to a maximum of three times the invoice value of the assignment, or at least to that part of the assignment to which the liability relates.

7.3. Get Driven’s liability shall in any event always be limited to the amount paid out by its insurer in the relevant case. The client indemnifies Excellent against all claims by third parties arising from the use of the vehicle or the performance of the assignment.

7.4. Get Driven shall only be liable for direct damage.

8. Insurance

8.1. By instructing Get Driven to perform work for the client, the client declares that the vehicle driven by or on behalf of Get Driven during the assignment is insured for statutory third-party liability in accordance with the requirements set out in the Motor Vehicle Liability Insurance Act (WAM). For the sake of completeness: the client is obliged to provide the following insurance cover for the entire duration of the agreement:

• Statutory third-party liability insurance without driver restrictions.
• Comprehensive insurance or equivalent cover.
• Passenger insurance.
• Legal assistance insurance.

In the absence of such insurance, the client shall be fully liable for all damage and shall fully indemnify Get Driven.

At the moment such insurance is lacking, the client shall be deemed, upon entering into the agreement, to have made itself jointly and severally liable towards Get Driven for all damage and costs insofar as third parties may assert claims against Get Driven in respect thereof.

8.2. Upon entering into the agreement, the client makes itself jointly and severally liable for all damage claims from or compensation to third parties who, at the client’s express or implied invitation, have travelled as passengers in the vehicle, as well as for all damage claims from or compensation to third parties who have such a relationship with the client that they form an organisational unit with the client and who have used the services provided by Get Driven on behalf of that organisational unit.

9. Complaints

9.1. Any complaints shall only be handled by Get Driven insofar as they have been reported to Get Driven in writing within eight working days after delivery of the relevant service, with an accurate statement of the nature and grounds of the complaint.

9.2. Complaints regarding invoices must likewise be made in writing within eight working days after the invoice dispatch date.

9.3. After the expiry of these periods, the client shall be deemed to have accepted the services provided and the invoice and, consequently, to have acknowledged Get Driven’s claim. Complaints shall then no longer be handled. The submission of a complaint does not release the client from its payment obligations towards Get Driven. If Get Driven considers the complaint to be well-founded, Get Driven shall only be obliged to reimburse amounts to be determined that exceed the payment for the service itself.

10. Payment, Interest, Costs and Disputes

10.1. Payment of the amounts invoiced by Get Driven must be made, without any deduction or set-off, by deposit or transfer to a bank or giro account designated by Get Driven within fourteen days of the invoice date. In the absence of payment within the aforementioned period, the client shall be in default by operation of law. In that case, interest of 1.5% per month, or statutory interest, shall be claimed, calculated from the due date until full payment has been made. In the event of non-payment, Get Driven reserves the right to suspend or cancel ongoing and future assignments without prior notice of default.

10.2. In the event of non-payment, late payment or incomplete payment, the following shall apply: every payment made by the client shall first be applied to the interest owed by the client and to the collection costs and/or administration costs incurred by Get Driven, and shall thereafter be deducted from the outstanding claim. Get Driven may, without thereby being in default, refuse an offer of payment if the client indicates a different order of allocation for the payment. Get Driven may refuse full repayment of the principal sum if the accrued and current interest and collection costs are not paid at the same time.

10.3. If the client is a consumer, extrajudicial collection costs shall be charged in accordance with the “Decree on Compensation for Extrajudicial Collection Costs”, as referred to in paragraph 4 of Article 6:96 of the Dutch Civil Code. It is relevant in this regard that the matter relates to an obligation arising from an agreement to pay a sum of money, or that it concerns compensation for damage arising from a settlement agreement, or that it concerns an obligation to pay a sum of money that has been converted into an obligation to pay substitute damages within the meaning of Article 6:87 of the Dutch Civil Code.

The extrajudicial collection costs are as follows:

• Minimum rate: €40.00
• 15% on the first €2,500.00
• 10% on the next €2,500.00
• 5% on the next €5,000.00
• 1% on the next €190,000.00
• 0.5% on the excess of the principal sum, with a maximum of €6,775.00

10.4. If the client is a legal entity, or a natural person acting in the exercise of a profession or business, all judicial and extrajudicial costs and enforcement costs incurred for collection shall be claimed. The extrajudicial collection costs shall amount to at least 15% of the amount owed by the client, including the aforementioned interest, with a minimum amount of €150.00.

10.5. The client shall never be entitled to set off any amount owed by the client to Get Driven. Objections to the amount of an invoice shall not suspend the payment obligation. A client who is not entitled to invoke Section 6.5.3, Articles 231 to 247 of Book 6 of the Dutch Civil Code, shall likewise not be entitled to suspend payment of an invoice for any other reason.

11. Non-Solicitation of Drivers

The client undertakes not to engage, directly or indirectly, outside Get Driven, any drivers deployed via Get Driven or via the platform for a period of 12 months after the last assignment.

In the event of a breach, the client shall owe fixed compensation equal to an estimated assignment value of 250 hours of service, without prejudice to Get Driven’s right to prove higher damage.

12. Data and Privacy

The client undertakes not to engage, directly or indirectly, outside Get Driven, any drivers deployed via Get Driven or via the platform for a period of 12 months after the last assignment.

In the event of a breach, the client shall owe fixed compensation equal to an estimated assignment value of 250 hours of service, without prejudice to Get Driven’s right to prove higher damage.

13. Applicable Law and Disputes

13.1. All legal relationships to which Get Driven is a party shall be governed exclusively by Dutch law, even if an obligation is performed wholly or partly abroad or if the party involved in the legal relationship is domiciled there.

13.2. The court in the place of establishment of Get Driven shall have exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise. Nevertheless, Get Driven has the right to submit the dispute to the court with jurisdiction under the law.

13.3. The parties shall only refer a matter to the court after they have made every effort to resolve the dispute by mutual consultation.

14. Change of Name

14.1. The terms and conditions set out herein shall remain in force if Get Driven Chauffeursdiensten B.V. changes its name, legal form or owner, in whole or in part. Drawn up in Leusden, on behalf of Get Driven NL B.V.