Cheerzclub Terms and Conditions Article 1 - Definitions


1. In these General Terms and Conditions, the following terms shall have the following meaning, unless explicitly indicated otherwise:

2. Offer: Any written offer to the Buyer for the delivery of Products by the Seller to which these General Terms and Conditions are inextricably linked.

3. Buyer: The natural person who does not act in the capacity of a profession or business who enters into a (Distance) Agreement with the Seller.

4. Agreement: The (distance) purchase agreement that extends to the sale and delivery of Products purchased by the Buyer through the Cheerzclub website, but at

5. Products: The Products offered by Cheerzclub are wines and/or other products that the Buyer purchases via the link on the Cheerzclub website for a guest who is at the restaurant of a third party where the actual performance of the agreement (delivery) is made by the restaurant.

6. Seller: The supplier of Products to the Buyer, hereinafter: Article 2 - Applicability

1. These General Terms and Conditions apply to every Cheerzclub Offer and Agreement between Cheerzclub and a Buyer and on any Product offered by Cheerzclub.

2. Before a (Distance) Agreement is concluded, the Buyer will be provided with these General Terms and Conditions. If this is not reasonably possible, Cheerzclub will indicate to the Buyer how the Buyer can view the General Terms and Conditions, which are in any case published on the Cheerzclub website, so that the Buyer can easily store these General Terms and Conditions on a durable medium.

3. In exceptional cases it is possible to deviate from these General Terms and Conditions if this has been explicitly agreed in writing with Cheerzclub.

4. These General Terms and Conditions also apply to additional, amended and follow-up agreements with the Buyer. Any general and/or purchasing conditions of the Buyer are explicitly rejected. 5. If one or more provisions of these General Terms and Conditions are partially or wholly invalid or are destroyed, the other provisions of these General Terms and Conditions will remain in force and the invalid/voided provision(s) will be replaced by a provision with the same meaning as the original provision.

6. Ambiguities about the content, explanation or situations that are not regulated in these General Terms and Conditions must be assessed and explained in accordance with the spirit of these General Terms and Conditions.

7. If these General Terms and Conditions refer to they, them/theirs, this should also be understood as a reference to he/him/his and she/her/hers, if and insofar as applicable. Article 3 - The Offer

1. All offers made by Cheerzclub are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the offer. An Offer only exists if it is recorded in writing.

2. The Offer made by Cheerzclub is without obligation. Cheerzclub is only bound by the Offer if the acceptance thereof is confirmed in writing by the Buyer within 30 days, or if the Buyer has already paid the amount due. Nevertheless, Cheerzclub has the right to refuse to enter into an Agreement with a potential Buyer based on a justifiable reason for Cheerzclub.

3. The Offer contains an accurate description of the Product offered with associated prices. The description is sufficiently detailed that the Buyer is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer care not binding for Cheerzclub. Any images and specific details in the Offer are only an indication and cannot be grounds for any compensation or dissolution of the (Distance) Agreement.

4. Delivery times and periods stated in the Cheerzclub Offer are indicative and do not give the Buyer the right to dissolution or compensation if it is exceeded, unless explicitly agreed otherwise. 5. A composite quotation does not oblige Cheerzclub to deliver part of the items included in the quotation or Offer at a part of the stated price.

6. If and insofar as there is an offer, this does not automatically apply to repeat orders. Offers are only valid until stocks last, and according to the first-come-first-serve principle. Article 4 - Conclusion of the Agreement

1. The Agreement is concluded at the moment the Buyer has accepted an Offer from Cheerzclub by paying for the relevant Product.

2. An Offer can be made by Cheerzclub through the website.

3. If the Buyer has accepted the Offer by entering into an Agreement with Cheerzclub, Cheerzclub will confirm the Agreement with the Buyer in writing, at least by email.

4. If the acceptance deviates (on minor points) from the Offer, Cheerzclub will not be bound by it.

5. Cheerzclub is not bound to an Offer if the Buyer could reasonably have expected, could have understood or should have understood that the Offer contains an obvious mistake or error. The Buyer cannot derive any rights from this mistake or error.

6. If the Buyer cancels an order that has already been confirmed, the costs already incurred will be charged to the Buyer. This also includes the transaction costs incurred, currently estimated at 0.25 euros per transaction.

7. The right of withdrawal is excluded for the Buyer for the reason that the Product must be consumed immediately, at least within 14 days, by the guest in the third-party restaurant.

8. Cheerzclub does not provide or sell alcoholic beverages to anyone under the age of 18. The sale is made exclusively by the affiliated restaurant, which also has the required permits. When ordering alcoholic beverages, the Buyer confirms by placing an order that they meet the legal minimum age for the purchase of these products. The Buyer undertakes that only they, or a person authorised by them for that purpose who has also reached the legal minimum age of 18 years, will receive the order.

9. When an order for alcoholic Products or other Products to which a legal age limit applies, Cheerzclub or the relevant restaurant is obliged to ask the Buyer and/or the guest to identify themselves when delivering to the guest in accordance with the applicable law. If the Buyer and/or the guest cannot identify themselves sufficiently or do not meet the minimum age requirements, Cheerzclub will refuse to deliver the Products to the guest. 10. In the event that the guest cancels the table reservation at the third-party restaurant, the Buyer will receive a refund of any amount already paid, with the exception of the fixed cancellation fee of 0.25 euros. The Buyer will be refunded to the account number known to Cheerzclub. Article 5 - Performance of the Agreement

1. Cheerzclub shall perform the agreement to the best of its knowledge and ability.

2. If and insofar as proper performance of the agreement so requires, Cheerzclub has the right to have certain work done by third parties.

3. The Buyer shall ensure that all information, which Cheerzclub indicates is necessary or which the Buyer should reasonably understand to be necessary for the execution of of the Agreement, is provided to Cheerzclub on time. If the information required for the execution of the execution of the Agreement is not provided to Cheerzclub on time, Cheerzclub has the right to suspend the execution of the Agreement.

4. In the execution of the Agreement, Cheerzclub is not obliged to follow the instructions of the Buyer if this changes the content or scope of the Agreement. If the instructions result in additional work for Cheerzclub, the Buyer is obliged to reimburse the additional costs accordingly.

5. Before proceeding with the execution of the Agreement, Cheerzclub may demand security from the Buyer or full payment in advance.

6. Cheerzclub is not liable for damage, of any nature, that has arisen because Cheerzclub has assumed incorrect and/or incomplete information provided by the Buyer, unless Cheerzclub was aware of this inaccuracy or incompleteness.

7. The Buyer indemnifies Cheerzclub against any claims of third parties that suffer damages in connection with the execution of the agreement and which are attributable to the Buyer. Article 6 - Delivery

1. If the commencement, progress or delivery/completion of the Agreement is delayed because, for example, the Buyer has not supplied all the requested information or has not provided it on time, does not provide sufficient cooperation, the deposit/payment has not been received on time by Cheerzclub, or any delay is caused by other circumstances beyond Cheerzclub's control, Cheerzclub and/or the restaurant are entitled to a reasonable extension of the delivery/completion period. Any agreed delivery times are never strict deadlines. The Buyer must give Cheerzclub written notice of default and grant it a reasonable term to still be able to deliver. The Buyer is not entitled to any compensation due to the delay.

2. The guest is obliged to take delivery of the goods at the time that they are made available to it in accordance with the Agreement, even if these are offered to it earlier or later than agreed.

3. If the Buyer refuses to accept goods or defaults in terms of providing information or instructions that are necessary for the delivery, Cheerzclub is authorised to store the goods at the expense and risk of the Buyer.

4. If Cheerzclub requires information from the Buyer in the context of the execution of the Agreement, the delivery time will only commence after the Buyer has made all information necessary for the execution available to Cheerzclub.

5. If Cheerzclub has stated a term for delivery, this is indicative.

6. Cheerzclub is entitled to deliver the goods in parts, unless this has been deviated from in the Agreement or no independent value can be attributed to the partial delivery. Cheerzclub is entitled to invoice the goods delivered separately.

7. Deliveries are only made if all invoices have been paid unless explicitly agreed otherwise. Cheerzclub reserves the right to refuse delivery if there is a justified expectation of non-payment. Article 7 - Packaging and Transport The Products are located in the third-party restaurant. The restaurant takes care of the actual delivery to the guest. Cheerzclub only accepts payments from Buyer, but is never involved in the actual delivery. Article 8 - Investigation and Complaints

1. Any visible defects or shortcomings must be reported by the guest to the relevant restaurant immediately after delivery.

2. If in accordance with the previous paragraph, the consumer files their complaint in due time, they shall still be obliged to take delivery and effect payment of the goods purchased. If the guest wishes to return defective items, this will only take place with the prior consent of the relevant restaurant.

3. If, for any reason, the guest is not present in the restaurant of the third party when the Buyer has had a Product delivered for the guest, the order will expire after 23:59 on the day of the planned presence of the guest in the third-party restaurant. From that moment on, the Buyer is entitled to a refund of amounts already paid minus transaction costs.

4. Refunds to the Buyer will be processed as soon as possible, but the refund can take no later than 14 days after receipt of the Buyer's statement of dissolution. The refund will be made to the previously specified account number.

5. If and insofar as the wine or other product chosen by the Buyer is no longer in stock, the relevant restaurant is entitled to deliver a replacement item, which is equal/comparable to the Product purchased by the Buyer. Any damage suffered by the Buyer as a result of the (deviating) Product cannot be recovered from Cheerzclub and/or the relevant restaurant. Article 9 - Prices

1. During the period of validity of the Offer, the prices of the Products offered will not be increased, unless there are changes in VAT rates.

2. The prices stated in the Offer are exclusive of VAT, unless explicitly stated otherwise.

3. The prices as stated in the Offer are based on the cost factors applicable at the time of the conclusion of the Agreement, such as: import and export duties, freight and unloading costs, insurance and any levies and taxes.

4. In the case of Products or raw materials of which price fluctuations on the financial market and over which Cheerzclub has no influence, Cheerzclub may offer these Products at variable prices. The Offer states that the prices are target prices and may fluctuate. Article 10 - Payment and Collection Policy

1. Payment should preferably be made in advance in the currency in which is invoiced through the method indicated.

2. The Buyer cannot derive any rights or expectations from a previously issued budget, unless the parties have explicitly agreed otherwise.

3. The Buyer must make a lump-sum payment to the account number and details of Cheerzclub that are made available to them. Parties can only agree on a different payment term after explicit and written permission from Cheerzclub.

4. If a periodic payment obligation of the Buyer has been agreed upon, Cheerzclub is entitled to adjust the applicable prices and rates in writing with due observance of a period of 3 months.

5. In the event of the Buyer's liquidation, bankruptcy, attachment or a suspension of payment, the seller's claims against the Buyer shall become immediately due and payable.

6. Cheerzclub has the right to allocate payments made by the Buyer first of all to settle costs, then to settle any overdue interest, and finally deduct it from the principal sum and the accrued interest. Cheerzclub may refuse an offer of payment without being in default, if the Buyer stipulates a different sequence for the payment allocations. Cheerzclub shall be entitled to refuse full payment of the principal sum, if said payment does not include overdue interest, the current interest and the costs. Article 11 - Warranty Cheerzclub guarantees that the Products comply with the Agreement, the specifications stated in the Offer, usability and/or reliability and the legal rules/regulations at the time of the conclusion of the Agreement, except for any replacement products if it appears that the Product chosen by the Buyer is not available. In such case, the guest will receive a replacement and equivalent Product. Article 12 - Products Instructions for Use

1. The Buyer and/or guest of Products must follow Cheerzclub's regulations and instructions.

2. The legal minimum age applies when consuming alcoholic beverages. The Buyer and/or guest is responsible for enforcing the relevant legislation upon delivery.

3. Alcohol can be a risk to human health, any statements of Cheerzclub and/or the relevant restaurant and its representatives, such as "Enjoy in moderation" and "NIX18" should therefore never be interpreted as medical advice. If in doubt, consult a doctor or dietitian.

4. Alcohol should only be used orally. The Buyer and/or the guest must refrain from so-called "slimming" (the anal or vaginal insertion of alcohol). Article 13 - Suspension and Dissolution

1. Cheerzclub is authorised to suspend the fulfilment of the obligations or to dissolve the Agreement if the Buyer does not or not fully comply with the (payment) obligations under the Agreement.

2. In addition, Cheerzclub is authorised to terminate the Agreement existing between it and the Buyer, insofar as it has not yet been executed, without judicial intervention, if the Buyer does not properly comply or comply on time with its obligations arising from any Agreement concluded with Cheerzclub.

3. Cheerzclub shall furthermore be authorised to dissolve the agreement (have the agreement dissolved) if circumstances arise of such a nature that fulfilment of the obligations becomes impossible or can no longer be demanded in accordance with the requirements of reasonableness and fairness, or if other circumstances arise of such a nature that the unaltered maintenance of the Agreement can no longer be demanded in all reasonableness.

4. If the Agreement is dissolved, the claims of Cheerzclub on the Buyer are immediately due and payable. When Cheerzclub suspends the fulfilment of the obligations, it retains its rights under the law and the Agreement.

5. Cheerzclub always reserves the right to claim compensation. Article 14 – Limitation of Liability

1. If the execution of the Agreement by Cheerzclub leads to liability of Cheerzclub towards the Buyer or third parties, that liability is limited to the costs charged by Cheerzclub in connection with the Agreement, unless the damage is caused by intent or gross negligence. Cheerzclub's liability is in any case limited to the maximum amount of damages paid by the insurance company per event per year.

2. Cheerzclub is not liable for consequential damage, indirect damage, loss of profit and/or suffered loss; missed savings and damage resulting from the use of the delivered Products. A restriction applies to the Buyer in accordance with what is permitted under Article 7:24 paragraph 2 of the Dutch Civil Code.

3. Cheerzclub is not liable for and/or obliged to repair damage caused by the use of the Product.

4. Cheerzclub is not liable for damage resulting or which may result from any act or omission as a result of (inaccurate and/or incorrect) information on the website(s) or linked websites.

5. Cheerzclub is not responsible for errors and/or irregularities in the functionality of the website and is not liable for malfunctions or the website being unavailable for any reason.

6. Cheerzclub does not guarantee a correct and complete transfer of the content of emails sent by/on behalf of the Cheerzclub, nor the timely receipt thereof.

7. All claims of the Buyer due to shortcomings on the part of Cheerzclub shall lapse if they have not been reported in writing and substantiated to Cheerzclub within one year after the Buyer was aware of or could reasonably have been aware of the facts on which they base their claims. All claims of the Buyer to any warranty expire in any case one year after the termination of the Agreement. Article 15 - Force Majeure

1. Cheerzclub is not liable if, due to a force majeure situation, it cannot fulfil its obligations under the Agreement, nor can it be held to fulfil any obligation if it is prevented from doing so due to a circumstance that is not is due to its fault or for which it is liable under law, legal act or generally accepted views.

2. Force majeure is in any case understood to mean, but is not limited to what is understood in this regard in law and jurisprudence, (i) force majeure of suppliers of Cheerzclub, (ii) failure to properly fulfil obligations of suppliers that the Buyer has prescribed or recommended to Cheerzclub, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime and hacking), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems, (x) strikes at Cheerzclub's company and (xi) other situations that, in the opinion of Cheerzclub, are beyond its control that prevent the fulfilment of its obligations temporarily or permanently.

3. Cheerzclub has the right to invoke force majeure if the circumstance that prevents (further) fulfilment occurs after Cheerzclub should have fulfilled its obligation.

4. Parties may suspend the obligations contained in the Agreement during the period that the force majeure continues. If this period continues for longer than two months, either of the parties are entitled to dissolve the Agreement without any obligation to pay compensation for any loss suffered by the other party.

5. To the extent that the Cheerzclub has partially fulfilled or will be able to partially fulfil the obligations under the agreement when the force majeure begins, and the fulfilled or to be fulfilled part has independent value, Cheerzclub is entitled to separately invoice the fulfilled or to be fulfilled part. The Buyer is obliged to pay this invoice as if it were a separate Agreement. Article 16 - Risk Transfer The risk of loss or damage to the Products that are the subject of the Agreement transfers to the Buyer at the time the Products are delivered under the control of the Buyer. This is the case if the Products have been delivered to the guest's table by the restaurant. Article 17 - Intellectual Property Rights

1. All intellectual property rights and copyrights of Cheerzclub rest solely with Cheerzclub and are not transferred to Buyer.

2. The Buyer is prohibited from disclosing and/or multiplying, modifying or making available to third parties all documents covered by the intellectual property rights and copyrights of Cheerzclub without Cheerzclub's express prior written consent. If the Buyer wishes to make changes to goods delivered by Cheerzclub, Cheerzclub must expressly agree to the proposed changes.

3. The Buyer is prohibited to use the Products on which the intellectual property rights of Cheerzclub rest other than agreed in the Agreement. Article 18 - Privacy, Data Processing and Security

1. Cheerzclub handles the (personal) data of the Buyer and visitors to the website(s) with care. If requested, Cheerzclub will inform the data subject about this.

2. If under the Agreement Cheerzclub must provide information security, this security will meet the agreed specifications and a security level that, given the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable. Article 19 - Complaints

1. If the Buyer is not satisfied with the Products of Cheerzclub and/or has complaints about the (execution of the) Agreement, the Buyer is obliged to notify Cheerzclub of these complaints as soon as possible, but no later than 14 calendar days after the relevant reason for the complaint. Complaints can be reported to [email protected] with the subject “Complaint”.

2. The complaint must be sufficiently substantiated and/or explained by the Buyer if Cheerzclub is to be able to process the complaint.

3. Cheerzclub will respond to the complaint as quickly as possible, but no later than within 14 calendar days after receiving the complaint.

4. Parties will aim to find a joint solution.

Article 20 - Applicable Law

1. All contracts concluded between Cheerzclub and the Buyer shall be governed by Dutch law. Application of the Vienna Sales Convention is excluded.

2. With regard to an explanation of the contents and purport of these General Terms and Conditions, the Dutch text always prevails. Cheerzclub has the right to unilaterally change these General Terms and Conditions.

3. All disputes arising from or as a result of the Agreement between Cheerzclub and the Buyer will be settled by the competent court of the District Court of Midden-Nederland, location Utrecht, unless mandatory provisions lead to the jurisdiction of another court. This version of the Cheerzclub General Terms and Conditions is a translation that has been carried out with due care. In the event of a dispute, the original prevails an no rights can be derived from the translations.