General terms and conditions

Carsub B.V. (‘Carsub’) has its registered office at Hazenweg 2, unit 0.2 & 0.3, 7556 BM Hengelo, the Netherlands. Carsub is listed with the Chamber of Commerce under number 82210365. Carsub offers flexible car subscriptions through its website www.carsub.nl (the ‘Website’).

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Freedom and flexibility in mobility are paramount to us, but there are a number of conditions that apply. These are set out in these general terms and conditions (the ‘Conditions’). These Conditions apply to all subscription requests, subscriptions that have been taken out, cars provided and the use of these cars by both parties acting in the course of a profession or business (the ‘Business Customers’) and natural persons not acting in the course of a profession or business (the ‘Consumers’). Where the Conditions for Business Customers and Consumers differ, this is explicitly indicated. The Conditions can be viewed online and must be accepted before a subscription request can be submitted.

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1. Formation of a subscription

1.1 You can submit a subscription request on the Website for a vehicle of your choice. Carsub cannot be held to an offer on the Website if you should reasonably understand that there is an error in that offer. Acceptance of such an offer does not lead to the formation of a subscription.

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1.2 Carsub is not obliged to process a subscription request and may refuse a request as it sees fit. Any amounts you have paid in connection with a refused subscription request will be refunded to your bank account.

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1.3 The vehicles are and remain at all times the property of the car company that has offered this vehicle through Carsub (the ‘Car Company’), and a vehicle is only provided for your use under the conditions, payment obligations and other requirements as set out in these Conditions.

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1.4 All the information you provide for the conclusion of the Subscription (as defined in article 1.5) must be provided truthfully and in full. Your information, creditworthiness and driving licence will be checked. Carsub reserves the right to request additional information. If the result of this check is positive, your application will be submitted to the Car Company. The Car Company performs its own check and may request additional information.

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1.5 Once the Car Company has accepted you as a customer, you will receive a payment request for the registration fee, the deposit, as well as the subscription charges for the first month. After full payment, and a few days before the car is available for you, you will receive an order confirmation for digital signature. After signing this order confirmation, the subscription will be definitive (the ‘Subscription’). Your car will be made available to you after the expiry of 14 days. If you wish to receive the car earlier, this is possible, but only if you explicitly waive your rights under the cooling-off period as described in article 1.8.

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1.6 The Subscription will be arranged directly between the Car Company and you. Carsub itself is not a party to the Subscription that is effected between you and the Car Company, but does take care of all communication as well as the monetary transactions between you and the Car Company. The order confirmation is deemed to contain the correct details of the Subscription. If you discover an error in the order confirmation, you must report this to Carsub within 5 days.

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1.7 In order to take out a Subscription you must be at least 24 years old and hold a valid driving licence issued in the European Economic Area (EEA), and which you have held for at least two years.

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1.8 Only if you are a Consumer, the right to a cooling-off period applies when taking out a Subscription. This means that from the moment of taking out the Subscription you have 14 days to cancel the Subscription free of charge by filling out and sending the cancellation form you have received with the order confirmation. Any amounts you have paid in connection with the cancelled Subscription within the cooling-off period will be refunded to your bank account. If you wish to receive the car within these 14 days, you must (i) specifically agree that Carsub starts with the execution of the Subscription, and (ii) explicitly waive your right to cancel the Subscription after the car has been received by you.

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1.9 The make, model and specification of the car are described in the order confirmation. The colour of the car cannot be chosen. Without prejudice to the provisions of article 1.8 (which only applies if you are a Consumer), the colour of the car does not give you the right to cancel the Subscription.

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2 Term and termination of a Subscription

2.1 Once you have taken out the Subscription, we will email you to arrange an exact date when you can receive the car. You can also choose to have the car delivered to you using the concierge service. The additional costs for this are given in the rates list available at our Website (the ‘Rates List’).

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2.2 The commencement date of the Subscription is the date on which the car is delivered to and received by you, and the document confirming delivery of the car has been signed by you and by or on behalf of the Car Company.

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2.3 You take out a Subscription for a period of one (1) month or for a fixed term of several months (the ‘Duration’). After expiry of the Duration, a Subscription will be automatically renewed each time by consecutive periods of one month (each one a ‘Renewal’). You and Carsub may terminate the Subscription with due observance of a notice period of at least one (1) month towards the end of the Duration or towards the end of a Renewal. Subscriptions therefore do not end automatically at the end of the Duration or a Renewal. To illustrate: if you or Carsub terminate(s) the Subscription during the Duration with at least one (1) months’ notice, the Subscription ends after the Duration. If you or Carsub terminate(s) the Subscription during a Renewal, the Subscription ends after the subsequent Renewal, due to the notice period of one (1) month.

2.4 The Subscription can be terminated via the Website, by selecting the ‘cancel subscription’ option in your account.

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2.5 In addition to the termination options available under applicable law, based on termination, dissolution or otherwise, Carsub is entitled to unilaterally terminate a Subscription prematurely and with immediate effect on behalf of the Car Company if:

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2.5.1 you fail to fulfil one of your obligations under these Conditions, which explicitly include payment obligations, and still fail to fulfil the obligation after you have received a written notice of default with a term to remedy such failure of at least 14 days;

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2.5.2 in case you are a Consumer, you are placed under administration or guardianship or a petition under the “Wet Schuldsanering Natuurlijke Personen” or legal equivalent has been filed for you, or, in case you are a Business Customer, you have been declared bankrupt, filed for bankruptcy, applied for suspension of payments or suspension of payments is applied in respect of you, offered a creditor’s arrangement to your creditors or ceased your business;

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2.5.3 you have provided Carsub with incorrect or incomplete information, or deliberately withheld information, when applying for the Subscription;

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2.5.4 the car is seized, or the car is impounded;

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2.5.5 the car has serious damage or is declared ‘total loss’;

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2.5.6 you disable, tamper with or remove the car’s GPS tracker.

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2.6 Upon termination of the Subscription or suspected misuse, Carsub reserves the right to recover the car on behalf of the Car Company on the grounds of revendication, wherever this car may be located at the time. All the costs of such a revendication, as well as the Subscription fee up to the day the car is in Carsub’s possession, will be charged to you. The car will then be checked and the return form (see article 5) will be filled out without you being present. Any costs based on the Rates List, as a result of damage or as a result of overdue maintenance will then be charged to you. Carsub reserves the right to retain any property left behind in the car until you have paid the outstanding amounts.

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2.7 If you terminate a Subscription during the Duration, you owe Carsub a penalty at the amount of thirty (30) % of the Rate due under the remaining Duration of the Subscription. If Carsub is forced to terminate your Subscription on the basis of one of the grounds in article 2.5, you owe Carsub a penalty at the amount of thirty (30) % of the Rate due under the remaining Duration of the Subscription, plus the costs Carsub incurs or the damage Carsub suffers as a result of the termination, to the extent higher. This penalty is in addition to the obligations due to incurred costs based on the Rates List, due to damage or due to overdue maintenance.

2.8 Following termination, Carsub will send you a confirmation email and arrange a date and location for you to return the car. The car will be checked in your presence and a return form will be filled out. For details of the further procedure, reference is made to article 5. If you do not return the car on the agreed date and location, the provisions of article 2.6 apply.

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3 Contents of a Subscription

3.1 Included in the Subscription and the applicable Rate due (as defined in article 4.1) are (1) depreciation, (2) international roadside assistance, (3) road tax, (4) repair, (5) maintenance, and (6) insurance. Some repairs/maintenances as set out in these Conditions are not covered by the Rate.

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3.2 Not included in the Subscription and the applicable Rate due are general usage costs such as (1) fuel and/or electricity costs, (2) washing and cleaning the car, (3) day-to-day maintenance such as topping up fluids, (4) parking and toll charges, (5) traffic fines, (6) navigation system updates, and (7) necessary accessories (such as child seats).

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3.3 Each Subscription includes a number of free kilometres per month as chosen by you via the Website. Any extra kilometres driven will be charged during your Subscription or at the end of your Subscription at the Rate shown in the Rates List. At Carsub’s first request, you must provide Carsub with the current odometer reading. If you do not do this, or do it incorrectly, the one-off costs as shown in the Rates List will be charged. Carsub reserves the right to request the current odometer reading via the Car Company or via the party that serviced your car. Carsub further reserves the right to read the current odometer reading from the GPS-tracker. Any kilometres driven less than agreed in the Subscription do not qualify for compensation but can be carried over if the Subscription is renewed.

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4 Costs and payment

4.1 For your Subscription you pay a Rate per 30 days depending on the car, the Duration, the number of kilometres you have chosen, and the amount of deductible you have chosen, as explained on the Website and shown in the order confirmation (the ‘Rate’). The Rate will remain the same for as long as you use the car, with the proviso that price changes in holdership tax, insurance, charges and taxes as well as other price changes implemented by the government will be passed on to you.

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4.2 All prices stated on the Website, in the order confirmation and in the Rates List are inclusive of VAT, unless explicitly stated otherwise.

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4.3 Upon taking out your Subscription we charge a one-off registration fee, as explained when taking out your Subscription on the Website.

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4.4 Upon taking out your Subscription we charge a one-off deposit at an amount equal to the Rate, with a minimum of € 500,-. After termination of the Subscription and return of the car, Carsub will draw up a final invoice within 45 days. If applicable, the amounts still due under the Subscription (including incidents as mentioned on the Rates List, damages, costs for refuelling or recharging, cleaning costs, outstanding fines and overdue maintenance) will be set-off against the deposit. If the costs exceed the amount of the deposit, Carsub will send you an invoice for the difference.

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4.5 If you wish to exchange the car for another car in accordance with article 5, Carsub will retain the deposit. If a higher Rate applies to the new car, the difference in the deposit that must be paid will be charged with the next invoice. If a lower Rate applies to the new car, the difference in deposit that you should receive will be deducted from the next invoice.

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4.6 Any additional costs of your Subscription as a result of certain circumstances as shown on the Rates List will be charged to you each month in arrears. Carsub reserves the right to amend the Rates List.

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4.7 The first payment due for the Subscription comprises the one-off registration fee, the deposit and the first Rate, and should be paid upon taking out the Subscription.

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4.8 The Rate for successive periods of the Subscription will be collected on a monthly basis, for the first time one month after the start date of your Subscription, based on the payment authorisation issued by you.

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4.9 If an invoice amount is not paid in time, you will be served notice of default. If you still fail to pay, then (i) the demand will be passed on to our accounts receivable manager, and (ii) Carsub reserves the right to terminate the Subscription with immediate effect. If you are a Consumer, the accounts receivable manager will submit the claim to you, plus the collection costs and statutory interest due. If you are a Business Customer, the accounts receivable manager will submit the claim to you, increased by the collection costs and statutory commercial interest.

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5 Exchanging the car

5.1 After expiry of your Subscription, you can exchange your car for a different car, by making your request through the Website, with due observance of a notice period of one (1) month. You can exchange the car as often as you wish, but always after the expiry of your Subscription, by observing a notice period of at least one (1) month and not before you have received the new car. You will receive a new order confirmation and at the same time you will be requested to pay any additional amounts payable due to a higher Rate.

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5.2 Carsub has the right at any time to exchange your car for a different car during your Subscription. The replacement car will be the same make and model as the car for which you have taken out the Subscription and will be the same as or better than your previous car as regards its general condition. We will inform you at least one (1) month in advance if we will be exchanging your car.

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5.3 You can exchange your car as follows:

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5.3.1 concierge service, see the Rates List for the additional costs. Carsub will inform you of the date when your car will be exchanged. Both the car to be handed in and the new car will be checked in your presence and a delivery form and return form will be filled out. The Car Company also draws up a report showing any damage. It will also indicate whether the car was retuned clean and the odometer reading at the time of return to the Car Company. Carsub will share this report with you. The kilometres driven by the concierge and the fuel or energy consumption will be charged to you. You must ensure that the car you are handing in to the concierge has a full tank of fuel or a fully charged battery (at least 80% charged); or

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5.3.2 own initiative, no additional costs. Carsub will inform you of the date when your car will be exchanged, the location where you must hand in your car and the location where you can collect the new car. Both the car to be handed in and the new car will be checked in your presence and a delivery form and return form will be filled out.

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5.4 Upon handing in the car you must ensure that you have removed all personal possessions from the car, that the car has been cleaned, has a full tank of fuel or a full charged battery (at least 80% charged), is in the same condition it was delivered to you, all the items given to you on delivery (such as keys, vehicle registration document, manual, insurance papers) are handed in, any insurance claims have been submitted and all forms of loss or damage have been reported to us.

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5.5 If the car is handed in or collected earlier or later than the agreed time, costs will be charged as shown on the Rates List. To the extent that the car is returned earlier, the provisions of article 2.7 apply. If the car is handed in later, the Subscription will be deemed to have been extended for a period of a further one (1) month in accordance with article 2.3 and the corresponding Rate will be charged. Carsub also reserves the right to demand additional compensation.

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6 Use of the car

6.1 A maximum of two drivers can be registered for each Subscription. The drivers must be at least 24 years old and hold a valid driving licence issued in the EEA. They must have held the licence for at least two years and keep it with them at all times when using the car. It is not permitted to give the use of the car to a person who is not registered as a driver.

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6.2 You will use the car and handle it properly and with due care. You may not make any changes to the car. You are expected to read carefully and follow all instructions that apply to the car. Carsub is not liable for loss or damage resulting from failure to follow the applicable instructions properly.

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6.3 Each driver must abide by the applicable laws and regulations. If and to the extent that the car will be used abroad, the drivers must also abide by the laws and regulations applicable there. More specifically, the drivers must abide by all the applicable traffic regulations, be aware of and abide by the instructions and recommendations of the manufacturer and the Car Company, and must take all precautionary measures to prevent loss, damage and theft.

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6.4 In the event of an accident, loss, damage or theft, you must.

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6.4.1 contact the police immediately and ask for advice on the steps to be taken;

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6.4.2 collect all the necessary information, evidence and documentation; and

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6.4.3 within 24 hours contact Carsub and the Car Company (information kept in the car), fill out the claim form and send it to Carsub and the Car Company.

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6.5 The car must not be used:

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6.5.1 by any person other than the registered drivers;

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6.5.2 on rough terrain or on roads that are not suitable for cars;

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6.5.3 for racing;

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6.5.4 as a driving school car;

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6.5.5 for commercial purposes (such as passenger or goods transport or rentals);

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6.5.6 by a driver who is under the influence of medication, alcohol or drugs or whose driving is impaired as a result of an illness;

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6.5.7 to smoke in;

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6.5.8 to store or transport flammable, toxic or other hazardous materials. In addition, the car must not be driven to countries outside the member states of the EEA, the car must not be modified or repaired without an order for such by Carsub or the Car Company, and the vehicle registration document must not be left in the car.

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6.6 Carsub reserves the right to inspect or arrange for the inspection of the car at any moment. In such case you are required to allow this inspection to take place.

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6.7 The car is fitted with a GPS tracker.

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7 Maintenance

7.1 You are required to maintain the car in accordance with the servicing schedule of the manufacturer and/or the Car Company. In addition, you must check and top up where necessary the oil, coolant and brake fluid levels and check the tyre pressure on a regular (weekly) basis.

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7.2 The Car Company will arrange the scheduled servicing and the legally required inspections. You must ensure that the car is available on time at the designated location. This also applies if the manufacturer has issued a product recall or initiates a servicing campaign. If you wish to have maintenance carried out on the car yourself, this can only be done with the prior consent of the Car Company.

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7.3 All cars offered on the Website are supplied with summer tyres or all-weather types as standard. Winter tyres are optional but are not included in the Subscription and the Rate. The costs of winter tyres vary depending on the make and model. If you would like winter tyres, please contact us.

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7.4 We will check for wear and tear during each scheduled service in the garage and carry out the necessary maintenance. The accredited garage will assess the wear and tear of components in all reasonableness. If you believe that a service is required, please contact us.

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8 Insurance and liability

8.1 The car has third-party insurance as a minimum and has passenger cover. The insurer’s conditions apply to these insurance policies, which are issued with the Subscription and/or can be viewed on the Website.

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8.2 An excess of €1,500 per incident applies. You can choose to reduce the excess. The applicable rates are shown in the Rates List.

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8.3 If the car is damaged, this must be reported to Carsub as soon as possible. In principle Carsub will have the damage repaired. At least in the following cases you will need to bear the costs yourself:

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8.3.1 the excess as referred to in article 8.2;

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8.3.2 in so far as this damage is not covered by the insurance policy taken out for the car;

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8.3.3 if you have repairs or servicing done without the permission of Carsub and/or the Car Company;

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8.3.4 if you have not complied with one or more of the provisions of these Conditions;

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8.3.5 repairs or maintenance of items that do not belong to the car as it was provided to you;

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8.3.6 if you have refuelled or recharged the car incorrectly;

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8.3.7 if the damage has been caused by your own acts or omissions, or those of a third party to whom you have given access to the car;

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8.3.8 if you have not locked the car or have left the keys in the car;

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8.3.9 if you leave your car unattended following an accident.

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8.4 If you cause damage to another party that is not covered by the insurance belonging to the car, you will pay for the damage yourself.

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8.5 It is not permitted to repair defects or have them repaired yourself. Defects to the car do not entitle you to a full or partial refund of amounts paid or any compensation.

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8.6 Carsub is not liable for the acts or omissions of the Car Company.

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9 Other provisions

9.1 Carsub reserves the right to amend these Conditions and will inform you of these amendments at least seven (7) days before the amended Conditions come into effect. If the amendments materially affect your Subscription, you may terminate the Subscription as of the date the amended Conditions take effect.

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9.2 If it is not possible to comply with an obligation because Carsub is inconvenienced by a situation of force majeure as referred to in Section 6:75 of the Dutch Civil Code, Carsub can suspend its obligations for an appropriate period. If the situation of force majeure lasts longer than one month, both you and Carsub are entitled to terminate the Subscription without any compensation being payable.

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9.3 The Website is made available free of charge. Carsub does not guarantee the permanent or error-free availability of the Website. Information of a general nature that is published on the Website serves merely as a general representation, from which you cannot derive any rights.

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9.4 All intellectual property rights relating to the Website and materials displayed on it are the property of Carsub or have been licensed to it. It is not permitted to publish, reproduce or process all or parts of the Website except for your own personal use.

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9.5 Carsub and the Car Company process your personal data in the context of meeting their obligations under a Subscription. This is done in accordance with the General Data Protection Regulation. More information on how we deal with your personal data can be found in our privacy statement on the Website.

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9.6 You are not permitted to transfer your rights and obligations under these Conditions to third parties without prior written permission from Carsub. This article has the effect as set out in Section 3:83 sub 2 of the Dutch Civil Code.

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9.7 If it is found at law that a provision in these Conditions is invalid or declared void, either wholly or in part, this will not limit in any way the validity or enforceability of the other provisions of these Conditions, and these Conditions will be applied as if the invalid or voided provision has been replaced by a provision with the same object and purport as that of the invalid or voided provision, which is not itself void or voidable.

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9.8 These Conditions, the Subscription and all other legal relationships between Carsub and you are governed by Dutch law. If a dispute arises, we will endeavour to resolve the matter by mutual agreement. If this is unsuccessful, the dispute will be submitted to the competent court in the Netherlands in case you are a Consumer. In case you are a Business Customer, the dispute will be submitted to the District Court of Overijssel, location Almelo.