Effective from April 2022
In these general terms and conditions (the “Terms”), the following definitions shall apply:
- Agreement: any and every agreement entered into between Modmo and a Client incorporating these Terms and any amendment thereto in writing (if any);
- Client or You: all natural or legal persons with whom Modmo enters into an Agreement;
- Consumer: a Client, being a natural person, who acts for purposes outside a profession to whom Modmo sells and/or delivers Products and/or Services;
- Order: any order issued by a Client to Modmo in any form whatsoever for the purchase by that Client of Products and/or Services;
- Products: any and all goods provided by Modmo which are the subject of an Agreement and each is a “Product”;
- Services: all services provided by Modmo to the Client in respect of the purchase by a Client of a Product and each is a “Service”; and
- Modmo or We or Us: Modmo Technologies Limited, a company incorporated under the laws of Ireland with company registration number 550626 and having its registered office at The Black Church, St. Mary’s Place, Dublin 7, Ireland.
2.1. The Terms shall comprise an integral part of an Agreement and shall be applicable to all purchases of the Products and the Services by a Client and Modmo.
2.2. Any specific or general terms and conditions applied by a Client, whether in writing or otherwise, shall not apply to the purchase by that Client of the Products and the Services and the Terms shall exclusively prevail in all circumstances.
2.3. The contact information of Modmo to be used by the Client under the Terms is as follows:
- business address: The Black Church, St. Mary’s Place, Dublin 7;
- e-mail: email@example.com
3. Quotations, Agreements and Product descriptions
3.1. A quotation or price offered or quoted by Modmo in respect of the Products and the Services shall not be binding on Modmo and shall only constitute an invitation to the Client to place an Order.
3.2. An Agreement shall only be concluded with a Client when Modmo accepts an Order from the Client in writing or when Modmo executes an Order, whichever first occurs.
3.3. After acceptance of an Order, Modmo shall at all times be entitled to cancel such Order without stating its reasons, in which case Modmo shall not be obliged to refund any more to the Client than advance payments already made by Client, if any, for the Products and/or the Services.
3.4. Modmo shall observe reasonable care in informing the Client of the figures, measurements, weights, features and other information applicable to the Products and Services, but does not warrant the accuracy of any such information. Any specifications or samples demonstrated or made available to the Client by Modmo in respect of the Products shall be no more than indications of the Products concerned and Modmo does not warrant the accuracy of any such specifications or samples. If the Client demonstrates, to the reasonable satisfaction of Modmo, that the Products supplied by Modmo deviate materially from the information provided to the Client by Modmo or from the samples or specifications, the Client shall have the right to terminate the Agreement, without Modmo being liable for damages to the Client in respect of such termination.
4. Modification of the Terms
The Client will be systematically informed of any modification to the Terms by display on Modmo’s website at www.modmo.io.
5. Prices and Payment
5.1. All prices quoted by Modmo to the Client for the Products and the Services are quoted in Euro unless expressly stated otherwise. Insofar as prices for the Products and the Services are stated in a currency other than Euro, then such statement of price is deemed to be based on the Euro equivalent of such price at the date that the price statement is made by Modmo. Prices quoted by Modmo for the Products and the Services are exclusive of value added tax or any other sales tax, for which the Client shall be liable. Prices quoted are exclusive of the costs of packaging and despatch, delivery costs and import and export duties, for which the Client shall be liable.
5.2. Any change of factors having an impact on the prices quoted by Modmo for the Products and the Services, including but not limited to, production costs, raw material costs, energy costs, currency exchange rates, insurance rates, import and export duties and any other charges payable upon importation or exportation, freight charges and other charges, levies or taxes, may result in any price quoted by Modmo having to be increased.
5.3. You agree to the fees and charges, terms of sale and payment and billing policies applicable to your use of the Services. Modmo may add additional services to the Services from time to time for additional fees and charges, or amend the fees and charges quoted for the existing Services, at any time in its sole discretion. All fees and charges for Your use of the Services are non-refundable, except as may be expressly stated in the Terms. If at any time the fees for an existing Service are increased, You may cease your use of the Services by providing Modmo with written notice. Continued use by You of the Services will be treated as Your acceptance of the new or additional fees and charges.
5.4. Upon acceptance of an Order, Modmo shall issue to the Client an invoice in respect of the Products and/or the Services the subject of such Order.
5.5. The Products and/or the Services the subject of an Order shall not be delivered by Modmo to the Client until the invoice in respect of the Products and/or the Services the subject of such Order has been discharged by the Client to Modmo in full.
6.1. The delivery date indicated by Modmo in its written Order confirmation is an estimation and not an exact shipping date. Time for delivery by Modmo of the Products and/or the Services to the Client shall therefore not be of the essence.
6.2. The delivery date for the Products and/or the Services shall be set out in Modmo’s written Order confirmation. If, in order to execute the Order, Modmo requires information from the Client, the delivery date shall commence on the date on which Modmo receives all the necessary information or resources required from the Client.
6.3. The Client shall not be entitled to claim any compensation in the event of an overdue delivery of the Products and/or the Services. The Client shall not be entitled to terminate the Agreement in such an event, unless, where the Client is a Consumer, the Client is entitled to exercise a right to cancel the Order under the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (the “Regulations”).
6.4. Modmo shall at all times be entitled to deliver the Products to the Client in part-consignments.
7. Right of Return/Cancellation
7.1. If You are a Consumer, You have the right, under the Regulations, to cancel the Order without giving any reason and without extra costs within the cancellation period.
7.2. The cancellation period under the Regulations shall expire after 14 (fourteen) calendar days from the day on which You, or a third party other than the carrier indicated by You, acquires physical possession of the Products. When Products are delivered in multiple lots or pieces, the cancellation period shall expire after 14 (fourteen) calendar days from the day on which You acquire the physical possession of the last lot or piece of the Products.
7.3. You cannot exercise a right to cancel the Order under the Regulations in case of Products made to the Your specifications or clearly personalised.
7.4. Upon exercising your right of cancellation under the Regulations, You shall, at Your cost, send back the Products in the original box or the box provided by Modmo or physically hand them over to Modmo, without undue delay and in any event not later than 14 (fourteen) calendar days from the day on which You communicate to Modmo your cancellation of the Order. The Product return deadline is met if You send back the Products before the period of 14 (fourteen) calendar days from the communication of cancellation has expired.
7.5. You are liable for any diminished value of the Products resulting from handling them, other than what is necessary to establish the nature, characteristics and functioning of the Products. Installing the pedals and/or adjusting the handlebar and/or adjusting the saddle is likely to create small claws. To the extent that these actions are not necessary to establish the nature, characteristics and functioning of the Products, You are liable to Modmo for any diminished value in the Products caused by these actions.
7.6. Where You send the Products back to Modmo, Modmo can refuse repayment as long as Modmo has not received the returned Products or until You have proved to Modmo’s satisfaction that You have returned the Products.
7.7. Modmo shall reimburse You the purchase amount of the returned Products, including any shipping costs charged with regard to the delivery of the Products no later than 14 (fourteen) calendar days starting from the day Modmo has received the returned Products.
7.8. Modmo shall use the same means of repayment as You used for the purchase of the Products, unless Modmo have expressly agreed otherwise with You. Modmo shall not reimburse any higher costs if You have expressly opted for a type of delivery of the Products other than the least expensive type of standard delivery for the Products offered by Modmo.
7.9. You shall handle the Products and their packaging with the utmost care during the first 14 (fourteen) calendar days after delivery.
7.10. In order to exercise your right to cancel your purchase of the Products under the Regulations, You can fill out the form on the “contact us” page on the website of Modmo or make a similar unequivocal statement and send it to the e-mail address as indicated in Condition 2.3 of the Terms. We will send You an acknowledgement of your cancellation of the purchase of the Products under the Regulations.
7.11. Save as otherwise provided under the Regulations, all amounts that the Client pays to Modmo for the Products and/or the Services are non-refundable.
8. Delivery and risk
If and to the extent that Modmo and the Client have not otherwise expressly agreed in writing on place of delivery of Products, delivery of the Products shall be made by Modmo to the Client’s address and risk in the Products and their packaging shall be transferred to the Client at the moment that the Products are dispatched by Modmo.
9. Retention of title
9.1. Irrespective of the actual delivery date of the Products to the Client, title to the Products shall not be transferred to the Client until Modmo has received from the Client in full the sum outstanding in respect of the Products and the Services, including the purchase price for the Products, any surcharges, interest, taxes and costs payable pursuant to the Agreement.
9.2. The Client shall not sell, transfer, dispose of, rent, let or make the Products available to use to third parties, pledge them or to otherwise encumber them in favour of third parties until title to those Products has transferred to the Client pursuant to Condition 9.1 of the Terms.
9.3. If and for as long as title to the Products has not been transferred to the Client, the Client shall inform Modmo forthwith in writing in the event that the Products are seized, attached, garnished or if any other claim has been made with regard to the Products by any third party.
9.4. In the event of attachment, seizure, garnishment, bankruptcy, involuntary liquidation or a moratorium of payments, the Client shall immediately inform the administrator or liquidator, the bailiff or the process-server serving the seizure, garnishment or attachment, of Modmo’s right of title to the Products.
10. Inspection and complaints
10.1. The Client shall be obliged to carefully inspect the Products immediately upon receipt by the Client itself or any third party acting upon its instructions. The Client shall inform Modmo in writing to firstname.lastname@example.org in respect of defects in the Products or any discrepancies in quantity, weight or quality between the Products supplied and the specification thereof in the relevant Order confirmation or invoice no later than within five (5) calendar days after the Client’s receipt of the Products. The notification of the Client must give a clear and precise description of defects invoked by the Client. The Client must notify Modmo of defects that could not reasonably have been discovered within this five (5) calendar day period in writing immediately after discovery, but in any case no later than within 14 (fourteen) calendar days of the receipt of the Products. If the Client fails to inform Modmo within the above mentioned notification period, the Client’s rights to exercise any of its rights with regard to such defect shall lapse. This shall not affect the Client’s statutory rights under the Sale of Goods Act 1893 (as amended).
10.2. The Client shall be obliged to immediately cease the use of the Products concerned after discovering any irregularity or defect under Condition 10.1 of the Terms. Failure to do so shall lapse the Client’s right to exercise any of its rights under the Terms with regard to such irregularity or defect. This shall not affect the Client’s statutory rights under the Sale of Goods Act 1893 (as amended).
10.3. The Client shall provide any cooperation Modmo may require in order to investigate any notification made by the Client under Condition 10.1 of the Terms.
10.4. The Client shall not be entitled to return Products to Modmo before Modmo has agreed in writing to such return. Any return shipping agreed by Modmo shall be at Modmo’s expense and shall not be borne by the Client. The Products shall remain at the risk of the Client until receipt by Modmo of such Products. This shall not affect the Client’s statutory rights under the Sale of Goods Act 1893 (as amended).
10.5. The Client shall at all times make any and all information necessary for the examination by Modmo of any defect or discrepancy in the Products available in a timely manner and shall warrant the accuracy and comprehensiveness thereof.
10.6. The Client shall not be entitled to remove or make invisible any trademarks or identifying marks on the Products or any any documents accompanying and/or regarding the Products.
10.7. The Client acknowledges Modmo’s ownership of all trademarks and other intellectual property rights pertaining to the Products and the Services and shall not take any action, or permit the taking by any third party of any action, which would infringe Modmo’s ownership of such trademarks or other intellectual property rights.
11.1. Modmo warrants each new Modmo Saigon+/SaigonS bicycle frame (the “Product Frame”) and fork in respect of defects in workmanship and materials for five (5) years from the date of its delivery to the Client.
11.2. Modmo warrants all other original components of the Products for two (2) years from the date of its delivery to the Client.
11.3. Modmo warrants all consumables sold by it with the Products for ninety (90) calendar days from the date of their delivery to the Client. The consumables shall comprise of the following:
- tyres, tubes, rims and spokes;
- chains and belts;
- chainrings, belt rings and sprockets
- brake pads, fluid and hoses;
- nuts, bolts and bearings;
- battery capacity within 300 charging cycles.
11.4. The guarantees and warranties under Conditions 11.1 and 11.2 are expressly limited to the replacement of the defective Product Frame and Fork or the defective original components of the Products and is the sole remedy under the warranties. This warranties apply to the Client and are transferable for the remaining warranty period in the event of the Client transferring ownership of the Product to a third party.
11.5. Claims under the warranties must be made directly to Modmo, with proof of the purchase of the Product required. The replacement of boxes is not covered by the warranties. In the event You need a replacement of the box, Modmo shall send You one for an additional fee.
11.6. This warranties exclude and do not cover:
- normal wear and tear of the Products;
- improper assembly of the Products,
- follow-up maintenance of the Products;
- the installation of parts or accessories to the Products;
- damage or failure due to accident, misuse, abuse, neglect or vandalism;
- modification of the Product Frame or the original components of the Products;
- Corrosion, e,g rust caused by extended moisture exposure;
- Labour charges for part replacement or changeover to non-proprietary products (any other original part or component) covered by the original manufacturers’ guarantee;
- Cosmetic scratches or blemishes caused by the Client’s use of the Products.
12. Force majeure
12.1. If Modmo is unable to fulfil any of its obligations to the Client due to circumstances outside its control (a “Force Majeure Event”), Modmo’s obligations to the Client shall be suspended during the Force Majeure Event.
12.2. If a Force Majeure Event has lasted for at least one (1) calendar month, either party shall have the right to terminate the Agreement in writing entirely or in part. The Client is not entitled to any compensation or damages in respect of Modmo’s inability to fulfil its obligations to the Client due to a Force Majeure Event.
12.3. A Force Majeure Event under Condition 12.1 of these Terms includes, but is not limited to fires, acts of terrorism, strikes and lockouts, the outbreak and/or spread of viruses and/or diseases, epidemics and pandemics, stagnation or other production problems suffered by Modmo or its suppliers, or problems in the transportation provided by Modmo or any third parties, any government measures, as well as the inability to obtain any permit or licence from any governmental body.
12.4. Modmo shall notify the Client as soon as possible of any actual or possible Force Majeure Event affecting its ability to fulfil its obligations to the Client.
13. Exclusion of Statutory and Implied Warranties
Other than Modmo’s warranties to the Client under Conditions 11.1, 11.2 and 11.3 of the Terms, all other specific, statutory or implied warranties are, to extent allowed under applicable law, hereby expressly excluded.
14.1. To the maximum extent permitted by applicable law, Modmo excludes all representations, warranties and conditions relating to the Products, the Services, its website www.modmo.io and the use of its website.
14.2. The liability of Modmo to the Client in respect of the Products and the Services, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to an amount equal to the amounts paid by Client to Modmo in respect of the delivery of the Products and the Services by Modmo to Client during the 12 (twelve) month period directly preceding the date on which the event leading to liability occurred, up to a maximum liability of €10,000 (ten thousand Euro).
14.3. Modmo shall have no liability to the Client, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, in respect of any indirect or consequential losses or for any loss of profits, loss of revenues, loss of anticipated savings or loss of production.
14.4. Notwithstanding Conditions 14.2 and 14.3 of the Terms, nothing in the Terms shall:
- limit or exclude Modmo’s liability for death or personal injury caused by Modmo’s negligence;
- limit or exclude Modmo’s liability for fraud or fraudulent misrepresentation; or
- limit or exclude Modmo’s liability in any way that is not permissible under applicable law.
14.5. In the event that Modmo involves third parties in the provision of the Products and/ or the Services, Modmo shall not accept any liability whatsoever for failure to perform on the part of such third party except for failure to perform on the part of Modmo itself, to which the limitation of liability under Condition 14.1 of the Terms applies. If the Client brings legal action directly against a third party, the Client shall indemnify Modmo and continue to keep Modmo indemnified against any claims by such third party in connection with such claim as well as against all expenses to be incurred by Modmo arising from or in connection with any such claim.
14.6. All rights of legal action and other powers of the Client towards Modmo in connection with the Products and/or the Services delivered by Modmo shall lapse upon the expiry of one (1) year from the date on which the Client has become aware of, or could reasonably have been aware of, the existence of such rights and powers.
15.1. If the Client fails to fulfil any of its obligations arising under the Agreement properly or in time, the Client shall be in default and Modmo shall be entitled, without any default notice:
15.2. If Modmo exercises its right of termination of the Agreement under Condition 15.1, Modmo is authorized to set off any amount which may possibly be refunded to Client as remuneration for Products or Services already provided by Modmo to the Client as well as with a compensation for any loss of profit suffered by Modmo.
15.3. In the event of the bankruptcy, suspension of payment, liquidation or attachment of one or more assets of the Client or if the Client is aware that any of these situations may occur, the Client must notify Modmo thereof as soon as possible and Modmo may terminate the Agreement without any default notice.
16. Transfer of rights and obligations
16.1. Modmo may transfer or assign to third parties its rights and/or obligations under the Agreement with the Client.
16.2. The Client may not transfer or assign to third parties its rights and/or obligations under the Agreement without the prior written consent thereto by Modmo.
17.3. Modmo will ensure that adequate contractual and technical safeguards are in place to protect the Client’s personal data and that any use of the Client’s personal data is done in accordance with the GDPR, the Data Protection Act 2018 and any other applicable laws in any jurisdiction whatsoever.
If and insofar as any provision of the Terms cannot be invoked due to any imperative rule of law, the unfair character of the Terms or on grounds of reasonableness and fairness, the provision concerned, as far as its content and essence are concerned, shall in all events be amended by Modmo so that the provision concerned may indeed be lawfully invoked.
19. Governing law and Jurisdiction
19.1. The laws of Ireland shall be applicable to and govern the interpretation of the Terms and the Agreements. The applicability of the Uniform Law on the International Sale of Movable Property, the Uniform Law on the Formation of International Contracts for the Sale of Goods as well as the Vienna Convention on the Sale of goods is excluded.
19.2. The courts of Ireland shall have exclusive jurisdiction over any disputes, whether contractual or non-contractual, arising from these Terms or the Agreement, including in the event of summary judgment, introduction of third parties or numerous defendants
20. Communications from Modmo
21. Additional Services
If Modmo promotes or sells, other than the Products and the Services, the products and/or services of any third party, those products and/or services are provided by the third party and their terms and conditions shall apply to the provision of those products and/or services. Modmo is not responsible for any aspect of those products and/or services. In particular, Modmo is not responsible for any incorrect information or for a lack of information in relation to those products and/or services.