Terms & Conditions for Rent-to-Buy

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

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

The RTB Service is a commercial rental arrangement with an optional purchase component and ** does not constitute a loan, credit facility, financial product or consumer financing **.

By entering into an RTB order via the Platform, the Customer agrees to these RTB Terms.

1. Scope 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 or other mobility vehicles (“Fleet”) selected by the Customer via the FlexThis Platform for a fixed contractual term as selected by the Customer during the checkout process on the Platform (the “RTB Term”).

** 1.2 ** The RTB payment structure consists of:

• an upfront deposit, calculated as the percentage of the total RTB price shown at checkout
• a series of monthly RTB instalments payable during the RTB Term, in the number of months selected by the Customer at checkout
• a final instalment equal to one (1) monthly instalment.

** 1.3 ** The Customer may, but is not obliged to, acquire ownership of the Fleet by paying the Final Instalment.

** 1.4 ** All payments made under the RTB Service constitute rental and service fees related to the use of the Fleet and the conditional acquisition option. No cash, credit or financing is advanced to the Customer.

** 1.5 ** In addition to the RTB payments, the Supplier may charge, where clearly disclosed during checkout: (a) delivery or shipping fees, and (b) refundable security deposits. Such amounts are not part of the RTB rental instalments and do not count toward any purchase price unless explicitly stated otherwise.

2. Role of FlexThis Platform

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

** 2.2 ** FlexThis is not the owner of the Fleet and does not provide the RTB Service itself, unless explicitly stated inside the product page.

** 2.3 ** Any service fees, platform commissions or commercial arrangements between FlexThis and the Supplier are governed exclusively by the Supplier Agreement between those parties and do not affect the Customer’s obligations under these RTB Terms.

3. Fleet Selection and Ownership

** 3.1 ** The Customer may select the Fleet via the FlexThis Platform, subject to any minimum and/or maximum order value, quantity limits or other conditions set by the Supplier and displayed during checkout.

** 3.2 ** The Supplier remains the sole and exclusive legal owner of the Fleet at all times during the RTB Term. Ownership is not transfered to the Customer unless and until all amounts due under the RTB Service, including all RTB rental instalments and the Final Instalment, have been paid in full.

** 3.3 ** Upon full payment of all amounts due, including the Final Instalment, ownership of the Fleet shall be transfered to the Customer. At that moment, the Supplier shall issue the applicable invoice evidencing the transfer of ownership. In case the Customer does not pay the Final Instalment or chooses not to pay it then the previous payments are considered as rental fees and are not returned to the Customer in any case.

** 3.4 ** The Customer acknowledges and agrees that any platform discounts, commissions, service fees or other commercial arrangements between the Supplier and FlexThis are strictly internal between those parties and do not reduce, offset or otherwise affect the Customer’s payment obligations under the RTB Service.

4. Financial Terms

** 4.1 ** The total RTB price (“P”) is calculated as:

** P = C + applicable RTB service or platform fees (if any) **

where ** C ** is the Fleet’s agreed wholesale or list value as displayed during checkout.

** 4.2 ** The Customer shall pay, as applicable to the RTB Term selected during checkout:

• an upfront deposit, calculated as the percentage of the total RTB price (P) shown at checkout and payable at checkout,
• a series of equal periodic RTB instalments for the remainder of the RTB Term, and
• a Final Instalment, equal in amount to one periodic RTB instalment.

** 4.3 ** The amount of each periodic RTB instalment shall be calculated as:

** RTB Instalment = (P − Deposit) / N **

where ** N ** is the total number of RTB instalments applicable to the RTB Term selected during checkout, including the Final Instalment.

** 4.4 ** All prices are exclusive of VAT unless expressly stated otherwise. VAT and any applicable taxes are borne by the Customer.

** 4.5 ** This RTB structure is a commercial rental model with a conditional acquisition option and does not constitute a loan, credit facility or financing arrangement, and does not include interest, APR or credit charges.

5. Use of the Fleet

** 5.1 ** During the RTB Term, the Customer may use the Fleet exclusively for its own business operations.

For the purposes of these Terms, the “Fleet” means the specific vehicle or vehicles selected by the Customer via the FlexThis Platform and confirmed in the applicable RTB order and checkout summary. The Fleet is limited to the product(s) expressly included in the RTB order and does not include the Supplier’s total vehicle fleet. The Customer has no right to substitute, exchange or swap the Fleet for other vehicles unless such right is expressly offered by the Supplier and documented in writing in the applicable RTB order or product listing.

** 5.2 ** Throughout the RTB Term, the Customer bears full responsibility, at its own cost and risk, for:

• the daily operation and use of the Fleet,
• secure locking and appropriate storage,
• routine maintenance in accordance with manufacturer and Supplier guidelines, and
• any repairs arising from use of the Fleet, including normal wear and tear not covered by warranty, as well as misuse, negligence, improper use, vandalism or accidents.

** 5.3 ** Any damage to, defect in, or malfunction of the Fleet occurring during the RTB Term shall be borne by the Customer, except where such damage or defect is expressly covered by an applicable manufacturer’s warranty or statutory guarantee.

Where a defect or malfunction is covered by a manufacturer’s warranty or statutory guarantee, the Supplier shall reasonably assist the Customer in coordinating the repair or replacement of the affected part in accordance with the applicable warranty terms. Any replacement parts covered by the warranty shall be provided in accordance with the warranty conditions.

Unless expressly covered by the applicable warranty or guarantee, any labour, installation, transport or other ancillary costs related to the repair or replacement of parts shall be borne by the Customer.

** 5.4 ** The Customer may not sell, sublease, pledge, encumber or otherwise transfer the Fleet, or any part thereof, prior to the transfer of ownership to the Customer.

** 5.5 ** Upon termination of the RTB Service or expiry of the RTB Term without purchase, the Fleet must be returned to the Supplier in good working condition, fair wear and tear excepted.

** 5.6 ** Any damage, missing parts, non-functional components or abnormal wear identified during the RTB Term or upon return of the Fleet shall be at the Customer’s expense. Where a refundable security deposit has been paid, the Supplier may apply such deposit, in whole or in part, toward the cost of repair or replacement.

** 5.7 ** If the cost of repair, replacement or remediation exceeds the amount of any security deposit held, the Customer shall pay the remaining balance to the Supplier within seven (7) calendar days of receipt of the Supplier’s written demand.

6. Insurance, Risk and Theft

** 6.1 ** Unless explicitly stated on the relevant product or order page, the Fleet is not insured for theft, damage or loss.

** 6.2 ** Where theft insurance is explicitly included, coverage applies strictly under the conditions set by the insurer and the Supplier.

** 6.3 ** The Customer must comply with all locking, storage and security instructions provided. Failure to do so constitutes negligence.

** 6.4 ** If theft occurs and an insurance claim is accepted in full, the Supplier receives the insurance payout and no additional amount is owed by the Customer.

** 6.5 ** In the event of theft, total loss or irreparable damage of the Fleet, ** where the Fleet is not insured **, or where an insurance claim is rejected, partially paid, delayed or reduced for any reason, including but not limited to negligence, improper locking, late or incorrect reporting, missing documentation, non-cooperation or breach of insurance conditions, the Customer shall remain fully liable for all remaining RTB instalments and the Final Instalment, ** which shall continue to be payable in accordance with the originally agreed RTB payment schedule **.

** 6.6 ** All operational, financial and risk-related responsibility for the Fleet rests with the Customer ** at all times during the RTB Term and, following any transfer of ownership, continues to rest solely with the Customer **.

7. Payments, Late Payment and Default

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

** 7.2 ** If any RTB instalment or other amount due remains unpaid for more than ten (10) calendar days after its due date, the Customer shall be deemed in default.

** 7.3 ** In the event of default, and without prejudice to any other rights or remedies available to the Supplier, the Supplier may, at its discretion and accumulatively :

• suspend further performance of the RTB Service, including delivery of services or support,
• terminate the RTB agreement,
• demand the return of the Fleet in accordance with the return provisions of these Terms,
• charge late payment fees or statutory interest to the extent permitted by applicable law, and
• recover from the Customer all reasonable costs incurred as a result of the default, including repair, replacement, recovery, legal and administrative costs.

** 7.4 ** Termination due to default shall not affect the Supplier’s right to retain any amounts already paid, nor the Customer’s obligation to continue paying all remaining RTB instalments in accordance with the originally agreed RTB payment schedule, unless expressly agreed otherwise in writing.

** 7.5 Unlawful retention and potential criminal liability ** If, following termination of the RTB Service, the Customer fails to return the Fleet within the deadline set out in these Terms or upon the Supplier’s written request, 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.

8. Termination and Return

** 8.1 Termination by 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 shall remain non-refundable. The Fleet must be returned to the Supplier within fourteen (14) calendar days of termination, in accordance with these Terms.

** 8.2 Termination by Supplier ** The Supplier may terminate the RTB Service with immediate effect in the event of: (a) non-payment or default, (b) misuse, negligence or unauthorized use of the Fleet, (c) insolvency, liquidation or cessation of the Customer’s business, or (d) any other breach of these Terms.

** 8.3 Late Return Penalty ** If the Customer fails to return the Fleet within fourteen (14) calendar days following termination or expiry of the RTB Service, a late return penalty of €40 per vehicle per day shall apply, calculated on a daily basis until the Fleet is returned and any other right of the Supplier may be executed including the right of criminal charges.

** 8.4 Condition of Fleet upon Return ** Upon return, the Fleet shall be inspected by or on behalf of the Supplier. Any damage, missing parts, non-functional components or abnormal wear identified upon inspection shall be repaired or replaced at the Customer’s expense, in accordance with Section 5.

Upon reasonable request, the Supplier shall provide the Customer with ** supporting documentation ** relating to such costs, which may include, where applicable, ** a summary of labour hours performed, spare parts replaced and associated costs. ** The Supplier shall not be required to disclose internal pricing methodologies, third-party confidential information or commercially sensitive details beyond what is reasonably necessary to substantiate the charges.

** 8.5 Repossession ** If the Customer fails to return the Fleet voluntarily, the Supplier may repossess the Fleet in accordance with applicable law. All reasonable costs incurred in connection with repossession, recovery, transport, storage, inspection and repair shall be borne by the Customer and may be invoiced separately.

9. Liability and Indemnity

** 9.1 Acceptance of the Fleet ** The Customer acknowledges that the Fleet is inspected and accepted in good working condition upon delivery, in accordance with these Terms. Any visible defects, damages or issues must be reported to the Supplier in writing within forty-eight (48) hours of delivery. Failing such notification within this acceptance period, the Fleet shall be deemed fully accepted.

** 9.2 Customer Responsibility ** From the moment of acceptance and throughout the RTB Term and thereafter, the Customer assumes full responsibility for the operation, use, storage and handling of the Fleet. The Supplier shall not be liable for any damage, loss, malfunction or consequences arising

after acceptance, except where expressly covered by an applicable manufacturer’s warranty or statutory guarantee.

** 9.3 Limitation of Liability ** To the maximum extent permitted by applicable law, neither the Supplier nor FlexThis shall be liable for any indirect, incidental or consequential damages, including but not limited to 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.

** 9.4 Platform Disclaimer (FlexThis) ** Except where FlexThis is ** explicitly identified as the Supplier in the applicable RTB order or product listing **, FlexThis acts solely as a technology and marketplace platform facilitating transactions between independent Suppliers and Customers. In such cases, FlexThis does not own, operate, maintain, insure or control the Fleet and shall not be liable for any claims, damages, losses, injuries or disputes arising from the Fleet, including its use, condition, delivery, return or operation even if the Supplier breach this agreement in any case. Where FlexThis is expressly identified as the Supplier, FlexThis’s rights and obligations shall be governed by these Terms in its capacity as Supplier.

** 9.5 Indemnity ** The Customer shall indemnify, defend and hold harmless the Supplier and FlexThis, their directors, officers, employees and partners, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: (a) the use, misuse or operation of the Fleet, (b) any breach of these Terms by the Customer, or (c) any third-party claim connected to the Customer’s business activities involving the Fleet.

10. Governing Law and Jurisdiction

These RTB Terms, and any contractual or non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with ** Greek law **. The courts of ** Athens, Greece **, shall have ** exclusive jurisdiction ** to settle 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.

11. 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 or agreements **, whether written or oral.

In case any term of the above is considered invalid, this does not affect the rest of the terms and the agreement in total which are still considered valid and applicable.

Except where FlexThis is expressly identified as the Supplier in accordance with these Terms, nothing in this Section 11 shall be construed as creating any contractual relationship between the Customer and FlexThis beyond the use of the Platform.