STUDENT SUBSCRIPTION PROGRAMME

1. Definitions and Interpretation

1.1 Unless otherwise stated, the following definitions apply:

• Platform: The digital platform provided by Circuly and used by Tenways to facilitate orders, fulfillment, payment management and subscription administration.
• Lease Agreement: This agreement concluded between Tenways and the Lessee for the lease of a specific bicycle for the agreed term.
• Bicycle / Bike: The electric bicycle selected by the Lessee, together with any leased accessories, as specified in the order confirmation.
• Lease Term: The duration of the lease, being either twelve (12) or twenty-four (24) months, as selected by the Lessee in the order confirmation.
• Click & Collect (C&C): The method by which the bicycle is made available and returned under this Programme, whereby the Lessee picks up and returns the bicycle at the designated Tenways partner store associated with the Lessee’s university. Tenways may arrange an alternative method of delivery or return in individual cases.
• Damage & Theft Conditions: The conditions set out in Appendix 1.
• RRP: The recommended retail price of the bicycle as published on the Tenways website at the start of the Lease Term.

1.2 Headings are for convenience only and shall not affect interpretation.

2. Lease Subject

2.1 Eligible Models. The Tenways e-bike models available under the Student Subscription Program are listed at Tenways’ Website and may be updated from time to time.

2.2 Accessories. A bicycle lock is included with the lease. Other accessories (helmets, bags, baskets, etc.) are not included and must be purchased separately.

2.3 Insurance. Theft and damage insurance is included with the lease. Coverage terms are set out in Appendix 1.

2.4 Ownership. Title and ownership of the bicycle shall at all times remain with Tenways, unless and until ownership is transferred pursuant to a valid buy-out under Clause 10. The Lessee acquires no ownership rights during the Lease Term.

3. Lease Term and Rental Fees

3.1 Term. The Lease Term is twelve (12) or twenty-four (24) months, as selected by the Lessee at the time of ordering.

3.2 Commencement. The Lease Term commences automatically fourteen (14) days after the lease order has been confirmed and processed (the “Commencement Date”). Where the bicycle has not been made available for Click & Collect pickup, or otherwise made available to the Lessee, within that period, Tenways shall notify the Lessee and the Commencement Date shall instead be the date on which the bicycle is made available.

3.3 Monthly Fee. The monthly lease fee depends on the selected bike model and Lease Term, as confirmed in the order summary and displayed at checkout. Fees are inclusive of standard warranty coverage. The lease fee also includes the scheduled maintenance set out in Clause 7.5.

3.4 First Payment. The first monthly payment is due at the time of order confirmation, prior to delivery or pickup. The first monthly lease period, and each subsequent monthly lease period, runs from the Commencement Date, and no lease fee is payable in respect of any period before the Commencement Date. If the Lease Term does not commence, the first payment shall be refunded in full.

4. Ordering, Delivery and Pickup

4.1 How to Order. The Lessee may place and confirm an order by following the process provided by Tenways.

4.2 Delivery. Tenways is responsible for preparing the bicycle and arranging shipment to the Click & Collect partner store associated with the Lessee’s university.

4.3 Click & Collect. The bicycle will be delivered to the partner store as explained in Clause 4.2. The Lessee will be notified when the bicycle is ready for pickup.

4.4 Delivery Timelines. Delivery timelines are indicative only. Tenways shall use reasonable efforts to meet estimated delivery windows but is not liable for delays caused by logistics partners or force majeure.

4.5 Right of Withdrawal (Cooling-Off). Because this Agreement is concluded at a distance, the Lessee has the right to withdraw from it within fourteen (14) days without giving any reason. The withdrawal period expires fourteen (14) days after the Commencement Date.

4.6.1 To exercise this right, the Lessee must inform Tenways of the decision to withdraw by a clear statement (for example the model withdrawal form, by post, or by email to student_subscription@tenways.com) before the withdrawal period expires.

4.6.2 If the Lessee withdraws, Tenways will reimburse all payments received without undue delay and no later than fourteen (14) days after being informed, and the Lessee must return the bicycle, together with any included accessories (E.g. chain lock), to the partner store or such other location as Tenways may designate. No charge is payable in respect of any period of use before withdrawal.

5. Payment Terms

5.1 Automatic Payment. The Lessee shall set up recurring automatic payments via SEPA direct debit or credit card when completing the checkout through the Platform. The first payment is made in advance when confirming the payment method. Subsequent lease payments are automatically collected monthly in advance from the chosen payment method on the monthly anniversary of the date on which the lease order was confirmed or, where the relevant month has no such date, on the last day of that month. Each collection relates to the monthly lease period beginning on the corresponding monthly anniversary of the Commencement Date, and is therefore made in advance of that period.

5.2 Late Payment. If a monthly payment fails or is overdue, Tenways will notify the Lessee and retry the charge. Where the Lessee is a consumer, Tenways will send the statutory fourteen-day reminder (veertiendagenbrief) granting a period of fourteen (14) days, commencing on the day after receipt of that reminder, to pay without incurring collection costs, and stating the collection costs payable if payment is not made within that period.

If payment remains outstanding thereafter, Tenways may charge statutory interest pursuant to Article 6:119 of the Dutch Civil Code and extrajudicial collection costs, calculated in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).

Repeated payment failure constitutes a material breach of this Agreement.

5.3 Invoices. Tenways will issue monthly invoices. Invoices serve as official payment records and after-sales vouchers.

5.4 No Set-Off. The Lessee may set off, suspend, deduct, delay or withhold payment only to the extent permitted by mandatory law. Except to that extent, monthly lease fees are due in full on their due date.

5.5 Recovery. The Lessee's obligation to pay is independent of the SEPA direct debit mandate. A failed, rejected or reversed collection — including for insufficient funds or for expiry, blocking or cancellation of the mandate — does not suspend, reduce or discharge any amount due. The Lessee shall register a valid alternative payment method within seven (7) days of a request by Tenways, and in any event before the reminder period referred to in Clause 5.2 commences. Tenways may recover outstanding amounts in accordance with Clause 5.2, and may engage a debt collection agency for that purpose.

6. Lessee’s Obligations and Use of the Bicycle

6.1 Reasonable Use. The Lessee shall use the bicycle with due care and in accordance with its intended purpose. The Lessee shall:

• Use the bicycle properly and in compliance with applicable traffic laws and regulations;
• Promptly report any defects, malfunctions or damage to Tenways;
• Follow Tenways’ user manuals and safety instructions;
• Keep the bicycle clean and perform basic routine checks (tire pressure, brakes, etc.), and bring the bike for periodic maintenance as outlined in Section 7 Clause 7.5.

6.2 Locking and Security. The Lessee must secure the bicycle with at least one ART-2 certified (or Sold Secure Gold certified, or higher) chain or foldable lock to a fixed, immovable object whenever the bicycle is left unattended. In certain postcodes designated by the insurer, two such locks may be required; Tenways will inform the Lessee if this applies. Use of a ring lock alone does not satisfy this requirement. Both physical keys must be retained by the Lessee. When leaving the bicycle unattended, the Lessee must also remove the battery and bring it with them or store it safely.

6.3 Prohibited Actions. The Lessee shall not:

• Use the bicycle for commercial courier work, delivery services or rental to third parties;
• Loan, rent, sublease or otherwise transfer possession of the bicycle to any third party, except a transfer to a replacement lessee approved by Tenways under Clause 9.4;
• Pledge, sell, encumber or otherwise dispose of the bicycle;
• Modify, tamper with or remove any components of the bicycle, including but not limited to the motor, battery or frame number;
• Relocate the bicycle outside the Netherlands without prior written consent from Tenways.

6.4 Traffic Fines. All traffic fines, penalties and administrative charges incurred during the Lease Term are the sole responsibility of the Lessee.

6.5 Eligibility. The Lessee represents and warrants that they are at least eighteen (18) years old and a currently enrolled student at the stated educational institution. Tenways may request proof of age or enrollment at any time. Loss of student status does not automatically terminate this Agreement; the Lessee remains liable for all obligations until the Agreement is properly terminated under Clause 9.

7. Maintenance, Repairs and Warranty

7.1 Warranty Coverage. Tenways provides its standard manufacturer warranty for manufacturing defects. The full warranty scope is set out in Appendix 3.

7.2 Authorised Service. Maintenance and repairs must be carried out through Tenways’ authorised service partners. Service labor fees for warranty-covered repairs are borne by Tenways.

7.3 Wear and Tear. Consumables and normal wear-and-tear items (e.g., brake pads, tires, chains) are not covered under warranty and are the Lessee’s responsibility, except where replacement is required due to a manufacturing defect.

7.4 Click & Collect Stores. The Lessee shall use the designated C&C partner store associated with the Lessee’s university for maintenance and repairs, including the scheduled maintenance set out in Clause 7.5, unless Tenways directs otherwise. Channel after-sales support follows Tenways’ standard offline service model.

7.5 Included Scheduled Maintenance. The lease includes the following scheduled maintenance, carried out by the applicable Click & Collect partner store at no additional charge to the Lessee:

• an initial safety and adjustment check within approximately the first three (3) months of the lease (including brake adjustment and spoke tensioning appropriate after the initial riding-in period); and
• scheduled maintenance during the Lease Term: one (1) service for a 12-month lease, or two (2) services for a 24-month lease.

The Lessee is responsible for booking and attending the scheduled maintenance; Tenways may remind the Lessee to organize a scheduled maintenance and will provide booking details. Consumable parts replaced during maintenance may be chargeable in accordance with Clause 7.3. Maintenance beyond the included services, or repairs required due to misuse, are chargeable to the Lessee.

8. Damage, Theft and Loss

8.1 Reporting. The Lessee must report any damage, theft or loss to Tenways within forty-eight (48) hours of discovery via the Platform or support email. In case of theft, the Lessee must file an immediate police report and provide the original police report to Tenways.

8.2 Insurance Coverage. Coverage for theft and accidental damage applies subject to the Damage & Theft Conditions in Appendix 1. Coverage is conditional upon the Lessee’s compliance with all security and reporting obligations.

8.3 No Insurance / Insurance Denial. If a claim is denied because of the Lessee's negligence, non-compliance with the locking requirements, or breach of this Agreement, the Lessee is liable for the resulting loss to Tenways, subject to the following:

• the reasonable replacement value of the bicycle at the time of the event (taking into account its age and condition) in the case of theft or total loss, or the reasonable cost of repair in the case of damage; and
• any lease fees accrued up to the date the bicycle is returned to, or recovered by, Tenways.

8.4 Exclusions. Tenways and the insurance provider (if applicable) do not cover: loss of non-leased accessories; cosmetic damage not affecting functionality; theft without proof of ART2-certified lock usage; theft from an unlocked space without evidence of forced entry; damage from intentional acts or gross negligence. Full exclusions are listed in Appendix 1.

9. Early Termination

9.1 Lessee-Initiated Early Termination. This clause shall apply only after the expiry of the 14-day cooling-off period following lease commencement. Terminations during the cooling-off period are governed by clause 4.5 (Right of Withdrawal). The Lessee may request early termination of this Agreement by sending an email to student_subscription@tenways.com. The following early termination fees apply:

9.2 Termination for Cause by Tenways. Tenways may terminate this Agreement with immediate effect by written notice if:

• The Lessee commits a material breach and fails to remedy it within 30 days of written notice;
• The Lessee repeatedly fails to make payments on time;
• The Lessee violates the use restrictions in Clause 6.3;
• The Lessee provides false information regarding identity or student status.

In case of termination for cause, all outstanding lease payments become immediately due, and the Lessee must return the bicycle promptly. Tenways may additionally charge the early termination administration fee.

9.3 Return Process. Upon early termination, the Lessee must return the bicycle to a designated location as instructed by Tenways. If the Lessee fails to return the bicycle to the specified location, additional logistics costs will be charged.

9.4 Transfer to a Replacement Lessee. As an alternative to early termination, the Lessee may, with Tenways' prior written consent, transfer this Agreement for the remainder of the Lease Term to a replacement lessee, on the same terms.

9.4.1 The replacement lessee must meet the eligibility criteria in Clause 6.5 and complete Tenways' standard identity, eligibility and SEPA payment set-up. Tenways may withhold consent on reasonable grounds, including failed eligibility or payment checks.

9.4.2 On completion of the transfer, the replacement lessee assumes all rights and obligations for the remaining Lease Term (a contract takeover within the meaning of Article 6:159 of the Dutch Civil Code) and the original Lessee is released from obligations accruing after the transfer date, except amounts already due. The bicycle is handed over in its then-current condition, documented by both parties at handover.

9.4.3 A transfer administration fee may apply. As this creates a new distance contract, the replacement lessee has the statutory 14-day right of withdrawal under Clause 4.6.1 and 4.6.2.

10. End-of-Term and Buy-Out

10.1 Buy-Out Offer. Tenways may offer the Lessee the option to purchase the bicycle at the end of the Lease Term at its fair market value determined at that time. Any purchase is optional and is not a right or entitlement under this lease; the normal end-of-term outcome is return of the bicycle under Clause 10.3. Where an option is offered, Tenways will contact the Lessee by email before the end of the Lease Term.

10.2 Buy-Out Process. If the Lessee accepts the buyout offer, payment must be completed before the last day of the Lease Term. Upon full payment, this Lease Agreement terminates and ownership of the bicycle transfers to the Lessee.

10.3 Return if No Buy-Out. If the Lessee does not accept the buyout offer, the bicycle must be returned to a designated location as instructed by Tenways, usually the Tenways C&C partner store, by the end of the Lease Term. Tenways will provide return instructions.

10.4 Failure to Return. If the bicycle is not returned on time and no buyout is completed, the lease will be renewed on a month-to-month basis at the original monthly rate until the bicycle is either returned in acceptable condition or purchased by the Lessee. Tenways may charge additional costs if components or accessories are missing upon return.

10.5 Return Condition. Returned bicycles must be in reasonable condition, taking into account normal wear and tear. If the bicycle is returned with damage beyond normal wear and tear that is attributable to the Lessee and not covered by insurance, the Lessee may be charged the reasonable cost of repair or, where the damage is beyond economic repair, the reasonable replacement value of the bicycle taking into account its age and condition (treated as a total loss). Any such charge is capped in accordance with Clause 11.2, reflects Tenways' actual loss and is not punitive. Tenways will provide the Lessee with an itemised assessment of any charge.

The Lessee is only liable for loss or damage not covered by insurance to the extent it is attributable to the Lessee's fault or breach of this Agreement. Where the insurer declines a claim that relates to a loss the Lessee did not cause (for example, a claim the insurer should have met), Tenways shall not pass that loss on to the Lessee.

Indicative examples of charges are set out in Appendix 4 (Indicative Damage and Loss Charges). Such charges are indicative only, reflect Tenways' actual loss, are not punitive, and are capped in accordance with Clause 11.2.

11. Liability

11.1 Tenways’ Liability. Tenways is liable for direct damages resulting from its breach of this Agreement, up to a maximum of the total amount of lease fees paid by the Lessee in the twelve (12) months preceding the event giving rise to the claim. Tenways is not liable for indirect, consequential or incidental damages, including but not limited to loss of use, travel costs or lost study time.

11.2 Lessee’s Liability. The Lessee is responsible for damage, theft or loss of the bicycle caused by the Lessee's negligence, intentional misconduct or breach of this Agreement, including failure to comply with the locking requirements. The Lessee's liability for loss of or damage to the bicycle is capped at its reasonable replacement value at the time of the event, in accordance with Clause 8.3.

12. Privacy and Data

12.1 Tenways is the controller of the Lessee's personal data. Circuly and the Click & Collect partner store process personal data on Tenways' behalf as processors, under data processing agreements.

12.2 Full details of how Tenways processes the Lessee's personal data in connection with the Student Subscription Programme — including the purposes and legal bases, the categories of data and recipients, any international transfers, retention periods, and the Lessee's rights (including the right to lodge a complaint with the Dutch Data Protection Authority) — are set out in the Student Subscription Programme Privacy Notice, which is provided to the Lessee on the order-process page before personal data is collected and is published on the Tenways website. The Programme Privacy Notice supplements the general Tenways Privacy Policy. Tenways will notify the Lessee of any material change.

13. General Provisions

13.1 Governing Law. This Agreement is governed by Dutch law.

13.2 Disputes. Any dispute arising from this Agreement shall, in the first instance, be resolved through good-faith negotiation. Failing resolution, disputes shall be submitted to the competent court in Amsterdam, the Netherlands, provided that nothing in this clause deprives the Lessee, as a consumer, of the protection of mandatory rules of the Lessee's country of habitual residence or of any right to bring or defend proceedings in the courts of that country.

13.3 Modifications. Tenways may make reasonable changes to operational procedures that do not materially affect the Lessee's rights, costs, insurance cover or liability. Tenways will not make changes that materially affect the Lessee's rights, costs, insurance cover or liability during a fixed Lease Term, except where required by law or where the Lessee is given reasonable prior notice and the right to terminate this Agreement without penalty. Tenways will notify the Lessee of any material change.

13.4 No Transfer by Lessee. The Lessee may not transfer or assign this Agreement to any third party without the consent of Tenways; a transfer to a replacement lessee is governed by Clause 9.4.

13.5 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.6 Entire Agreement. This Agreement, including all Appendices, constitutes the entire agreement between the Parties and supersedes all prior discussions, representations or agreements relating to its subject matter.