Appendix VI
Invoicing & Payment
Date: 09.01.2023
Document: Appendix
VI Invoicing & Payment
1.
Use of modules MSP (appendix IV) and CPO (appendix V) of
the SaaS Agreement
·
If Purchaser (MSP/CPO) makes use of the module MSP and/or module CPO as set
out in appendices IV and V of the SaaS Agreement, Threeforce BV., hereafter
referred to as LMS, will provide MSP/CPO with the support service involving:
being assigned with some rights and being transferred some obligations under
the contracts concluded by MSP/CPO with its End-Users (as defined in End User
Agreement below) to the extent necessary to perform agreed services (as listed
below) and to collect payments of remuneration for these services (as a
consequence the EV Drivers and CSO will be invoiced for such services by
LMS). LMS will also arrange payment of
remunerations to MSP, CPO and CSO.
·
If MSP/CPO purchases one or more of these
services, the conditions as set out in this Appendix VI apply integrally. The
hereinafter set out process and working method may not be deviated from,
without the express, previous written permission of LMS.
·
LMS expressly reserves the right to unilaterally
change this Appendix and/or make additions to it if and to the extent that the
(amended) laws and legislation give rise to this, or circumstances and market
practice give rise to it by ensuring the effects of both.
·
For the application of one of these modules,
MSP/CPO is compelled to make use of the mandatory End User Agreement (EUA),
whose text is integrally included at the end of this Appendix and to apply it
in its contract relations with End-Users (both current and future End-Users).
The definitions and conditions set out in the End User Agreement integrally
apply to this Appendix VI in its whole.
·
MSP/CPO accepts the wording of the EUA and is
obliged to comply with its provisions. MSP/CPO is also obliged to use EUA as a
mandatory content of contracts with End-Users that will be concluded in any
other way than the sole registration at the User Portal (Platform). Also, in
such a case MSP/CPO is not allowed to introduce any changes to the EUA wording
and should use the contract template previously approved by LMS only.
·
MSP/CPO is aware that the abovementioned LMS’s
duties are aimed at supporting MSP/CPO in conducting its business and
effectively performing its duties towards End-Users and are not aimed at taking
over whole contracts and responsibilities of MSP/CPO. Contractual relations
with End-Users – as a whole – stay with MSP/CPO and – also in case some rights
and obligations are assigned to LMS, MSP/CPO remains liable towards End-Users,
including responsibility for helpdesk and dealing with End-Users’ complaints.
MSP/CPO shall also indemnify LMS (including its representatives, employees,
agents and affiliates) against any and all damages due to or sought by End-User
or any third party against MSP/CPO as if no assignment to LMS had been made,
including but not limited to: losses, lost profits, other claims, expenses,
government fines and attorney fees, incurred by them, in particular arising
under the contract between MSP/CPO and End-User, as it has been originally
concluded, as well as any breach of the law attributable to MSP/CPO.
Conditions for using LMS’ Services
In case of any deviation from these EUA terms as
set out in this Appendix, as well as in case of failure in performing any of
MSP/CPO obligations indicated above, MSP/CPO is exclusively liable towards
End-Users for all services, collection or making of payments (as the case may
be) together with invoicing connected and – by signing SaaS Agreement together
with this Appendix – MSP/CPO accepts this full exclusive liability.
2.
Description of LMS’s service connected with MSP and CPO
modules
By using one of the modules MSP and/or CPO, the
working method through the Platform is stated as follows:
2a. Service
of LMS connected with MSP and/or CPO modules
LMS provides necessary services to all parties
involved, i.e., the EV Driver, MSP, CPO and/or CSO. The definitions of these
parties are set out in the EUA (articles 1.1 and 1.9), to which we refer.
The working method is that the MSP/CPO has the
End-User (EV Driver and/or CSO) individually registered by using the MSP/CPO
Platform or the app (charging application) according to the conditions set out
in the End-User Agreement, as noted in articles 2.10 to 2.13.
To enable LMS to support MSP/CPO as described
above, the following conditions apply:
2a.1 Partial assignment of some rights and
partial transfer of some obligations (‘Assignment”)
2a.1.1 MSP/CPO
is obliged to provide End-Users with charging sessions, hosting subscription
charging pole services and other services as arising under the contracts
concluded with End-Users In order to fulfil its obligation to:
a)
supply charging sessions towards the EV Driver or CSO (that register Fleet
EV Drivers),
b)
provide CSO with hosting subscription charging pole services,
c)
provide CSO with Home reimbursement service which is a part of hosting
subscription services covering CSO’ Private Charging Point located at
employee’s premises (which involves service of reimbursement of the costs of
energy used for charging CSO’ vehicles at such a point), MSP/CPO makes use of
the services provided by LMS that facilitate this fulfilment and partially
assigns LMS its rights and transfers its obligations connected with these
services (resulting in a partial transfer of the contracts with End-Users), to
the extent necessary to enable LMS to perform abovementioned services towards
End Users and to collect payments for such a performance, and LMS explicitly
accepts this partial assignment of rights and transfer of obligations.
In order to supply EV Drivers with EV charging sessions MSP/CPO assigns LMS
also the right to use Charging Stations to provide charging services and transfers
obligation to pay the CSO for that.
From its side the End-User, to profit of the improvement of the quality of
the charging sessions (in case of EV Driver) and hosting subscription service
of its Charging Points (in case of CSO) given by LMS’s services, is deemed to tacitly
accept this partial assignment of rights and transfer of obligations at the
moment of its registration to the Platform
or at the moment of concluding the agreement with MSP/CPO if such an
agreement is concluded before the registration. MSP/CPO is obliged to acquire
such a previous End-User’s consent.
2a.1.2 Insofar as necessary, as a consequence of the abovementioned assignment of
some rights and transfer of some obligations, MSP/CPO agrees and LMS consents
that LMS also collects – in its own name (as a service provider) – the
remunerations due for the services provided by LMS to End-Users and, as a
consequence, directly issues, corrects and duplicates invoices sent to EV
Drivers and CSOs in its own name and at its own risk. The End-User accepts this
process.
2a.1.3 In addition to the process of
providing charging sessions to EV Drivers and assignment of right to access the
Charging Stations, LMS also pays out the corresponding fees of the relevant
Charging Point Operator (CPO) and/or Charging Station Owner (CSO). The
invoicing of these fees is based on a procedure of self-billing. All parties
(MSP/ CPO/ CPO acting as CSO) need to agree with this self-billing procedure:
MSP/CPO agrees by signing the SaaS Agreement, including point 2.c of this Appendix,
and CSO agrees by accepting the EUA. EV Drivers and CSO agree to the terms
indicated above via the acceptance of the End User Agreement.
2a.1.4 LMS ensures the payment of
margin to MSP and/or CPO to which the latter is entitled in the context of the
Service.
2a.1.5 At the moment of the registration, EV Drivers and CSO are notified of the
partial assignment of rights and transfer of obligations to LMS and of its role
in providing services, collecting remuneration for services performed and
invoicing and are deemed to tacitly accept it as a condition of their
registration on the Platform. This notification and tacit acceptance is set out
under article 3 of the End User Agreement and ensures all current and future
claims. In case of EV Driver who uses the charging app and, at the same time,
does not register (ad hoc EV Driver), the EUA also applies to the extent
necessary for usage of the app and in order to provide such an EV Driver with
charging sessions, which include also the acceptance of the partial assignment
of rights and the transfer of obligations to LMS. Such an End-User is notified
on the partial assignment of rights and transfer of obligation by providing him
with a copy of EUA via the app.
2a.1.6 To
the extent necessary, MSP/CPO recognizes that LMS has an interest in the
correct execution and finalization of its activities for third parties and
needs to comply with the process agreed upon with LMS.
2a.1.7 To the extent that the work
activities to be carried out by MSP/CPO relate to the processing of personal
data, it is not allowed for MSP/CPO to exert influence on the work activities
which are carried out by LMS, whether or not by giving additional assignments
to LMS, or in any other way. This does not affect that LMS will provide insight
to MSP/CPO, upon request, and report about the work activities to be carried
out and will follow up on everything which may reasonably be required by
MSP/CPO to the extent not contrary to the GDPR legislation.
2a.1.8 In case MSP/CPO uses any
General Terms and Conditions different than the EUA attached hereto, in
compliance with the process agreed upon with LMS, MSP/CPO undertakes to replace
such General Terms and Conditions applicable to End-Users with the EUA attached
hereto in order to enable LMS to correctly perform its services. In case of
further amendments to the EUA introduced by LMS, MSP/CPO is obliged to start
using the amended EUA towards its current and future End Users not later than
within fourteen (14) days of the day LMS provided MSP/CPO with the amended wording
thereof.
2a.1.9 MSP/CPO is held liable for
all the legal and fiscal consequences arising from the failure in compliance
with its obligations included in this Appendix, in particular with the
obligation stated at article 2a.1.8 above. MSP/CPO shall indemnify and keep
indemnified LMS from and against all damages suffered or incurred by LMS or its
affiliates arising out of or in connection with any failure by MSP/CPO to
comply with their obligations.
2a.1.10 As a
result of continuous registration of new EV Drivers and CSO’s on the SaaS
platform, the MSP/CPO shall upon first request of LMS, provide any extra
information required in order to be able to correctly perform the invoicing to
LMS.
2b. Collection and
Payment
As a result of the
partial assignment and transfer described above, the invoicing and collection
of EV charging sessions fees will take place according to the process organized
by LMS on the Platform. Purchaser, as CPO/MSP, will facilitate LMS in the
invoicing process of its End-Users who have charged their EV using Charging
Stations within the Network of LMS. In the payment process, roaming parties are
also involved in addition to the EV Drivers and CSO/MSP and CPO. LMS has
concluded various agreements with these roaming parties, which are of major
influence on the collection and payment of the charging sessions in the entire
charging chain. The payment terms between MSP, CPO, EV Driver and CSO within
the Network of LMS are set out in article 3.4 of the End User Agreement.
In order for the
collection and payment process to proceed smoothly, the following invoice
(target) dates and invoice payment terms are presented in the below schedule:
2c. Self-billing
2c.1.1. The
Parties hereby agree that LMS shall be entitled to prepare self-billed VAT
invoices on behalf of the Purchaser (MSP/CPO) for the payment of any
remuneration due to MSP/CPO for any supplies / services made to LMS (in a role
of MSP, CPO or CSO whichever is applicable) in accordance with the terms and
conditions of this Agreement. The provisions of this point 2c constitute a
self-billing agreement within the meaning of respective VAT provisions
applicable to invoicing covered by the Agreement.
2c.1.2. The
invoice issued by LMS in self-billing procedure must contain an information
included by LMS that the invoice is issued in the name and on behalf of the
Purchaser (i.e., the taxpayer specified in the invoice as the seller) and a
note "self-billing” next to the invoice number. The numbering of these
invoices will be according to the order in which they are issued by LMS, i.e.
LMS applies their own numbering scheme. LMS will issue an invoice in the name
and on behalf of the Purchaser in electronic form, to which the Purchaser
hereby agrees.
2c.1.3. Taking the
above into account, LMS agrees to:
a)
issue
self-billed invoices for all supplies/services made to them by the Purchaser in
respect of the renumeration;
b)
complete
self-billed invoices showing the Purchaser’s name, address and VAT registration
number, together with all other details which constitute a full VAT invoice;
c)
to
inform Purchaser if the issue of self-billed invoices will be outsourced to a
third party.
2c.1.4. Purchaser warrants that they are a tax payer
registered for VAT and agrees:
a)
to
accept invoices issued by LMS on Purchaser’s behalf and not to terminate the
authorization to issue invoices under the self-billing scheme described in this
Appendix until the expiry of the term or the termination of this Appendix,
whichever occurs first;
b)
not
to issue any sales invoices for the transactions covered by this Appendix, and
self-billing agreement as described herein;
c)
to
notify LMS immediately, not later than within 1 (one) Business Day if Purchaser
changes it’s VAT registration number, or ceases to be VAT registered, or sells
their business, or part of their business.
2c.1.5. LMS
represents to issue invoices, correction invoices and duplicate invoices in
accordance with the regulations that apply in this regard, in particular the
VAT Act and the executive provisions issued based thereon.
2c.1.6. Parties
are obliged to comply with the procedure for the verification and approval of
individual invoices by the Purchaser as it is specified below:
a)
Each
invoice issued in accordance with this Appendix
by LMS under the Purchaser's self-billing authorization will be available for
the Purchaser to download from the Platform or will be made available
electronically, i.e. sent to the Purchaser's e-mail address.
b)
Invoices
posted in the Platform will be made available in PDF format and by enabling the
Purchaser to download those invoices, as well as other files in a format
enabling the transfer of data to the accounting system, tax payer will be
allowed to store invoices, correct invoices and make duplicates of these
documents.
c)
LMS
must inform the Purchase via the Platform or by email that an invoice has been
issued in their name and on their behalf and that they may comment on the
contents of the invoice within three (3) working days as of the issue of the
invoice.
d)
The
invoice will be deemed approved by the Purchaser if the Purchaser makes no
remarks to its contents within three (3) working days as of the issue of the
invoice.
e)
If
an error is found in an invoice, the Purchaser must immediately notify LMS by sending
an information about the type of errors found by e-mail to the LMS’s address.
2.c.1.8. With
reference to liability of LMS under this self-billing agreement, Article 11 of
SaaS Agreement shall apply.
3.
Practical conditions of Invoicing, collection and
payment - in summary
In order to use MSP
and/or CPO modules, together with LMS’s support services as set out above,
Purchaser needs to agree with the following:
a)
• Purchaser, as CPO/MSP provider, uses the EUA
integrally and requests its EV Drivers and/or CSO to accept the EUA.
b)
• Purchaser accepts self-billing of invoices in
the role of MSP, CPO and - where applicable - CSO, to LMS.
c)
• Purchaser partially assigns its rights and
transfer its obligations under the agreement with End User and, as a result,
LMS exclusively takes care of providing all charging sessions, as well as
hosting subscription services, together with collecting fees and issuing invoices for such services.
d)
• Payments of EV Drivers and/or CSO to LMS are
liberating payments as per partial assignment of the rights and transfer of
obligations made by MSP/CPO.
e)
• Purchaser will actively motivate EV Drivers
and/or CSO towards the use of direct debit, in order to facilitate an automated
process as much as possible.
f) Purchaser will actively motivate EV Drivers
and/or CSO to observe the payment terms.
Mandatory text End User Agreement (see following pages):
End-User
Agreement
–
General Terms and Conditions of
charging
services and other services rendered
on the
<NAME> Platform and <NAME> app
Date : 09
January 2023
Document name : EUA
-End User Agreement EVCnet.doc
Logo and footage of
<MSP/CPO> should be inserted on this page.
No part of this publication
may be reproduced and published by way of printing, photocopying, microfilm, or
otherwise without the prior written consent of <MSP/CPO>, which applies
as well to full or partial processing.
Article
1. General provisions:
1.1. THESE TERMS:
This End-User Agreement – General Terms and
Conditions of charging services and other services rendered on <NAME>
Platform and <NAME> app (“Terms”, “EUA”) is used and published by
<FULL NAME OF <MSP/CPO> with its registered office at <●>
Address: <●>
Phone number: <●>
Email-address: <●>
Registry number: <●>
Registry seat: <●>
Tax identification number (VAT): <●>
1.2 PARTIES:
This End-User Agreement specifies the conditions of
concluding and performing the contract (“Agreement”) between End-User that is
entitled to use the Services i.e. the EV Driver and/or CSO (in the following
referred to as “you” or “End-User”) and <MSP/CPO> that is obliged to
provide the Services to the End- (in the following referred to as
<MSP/CPO>,
to be referred to jointly as ‘Parties’ or
individually as ’Party’.
If a natural person enters into this Agreement on
behalf of a legal entity (company, municipality, governmental entity) the term
“End-user” refers to that entity, that commits itself to observe these Terms.
Such a natural person, acting on behalf of a the legal entity, he/she confirms
that he/she has all legal grounds and authorisations in place in order to act
on behalf of that entity.
LMS, as defined in article 1.9.8 herein, supports
both the End-User and the <MSP/CPO>.
To this purpose, <MSP/CPO> transfers LMS part
of its rights and obligations under this Agreement in accordance with the
Assignment described in Article 3.1 below.
Notwithstanding and as an exception to the above,
in the event that the End-User uses the Easy Charging Quality mobile
application without registration and/or without logging in for the purpose of a
so-called ad hoc charging service, the entity providing the charging service to
the End-User is LMS directly. To that extent, the contract, for the purposes of
such a one-off service only, is concluded between LMS and such End-User (EV
Driver). This End-User Agreement shall apply accordingly to such a one-time ad
hoc charging service.
1.3. AVABIALITY OF THE TERMS:
The
Terms are available at the Website of the <MSP/CPO> Platform at
<●>.evc-net.com and in the <NAME> app to each End-User before using
the Services, registering and creating the User Profile. Reading and accepting
the Terms is a condition of using of the Services described in these Terms.
1.4. LEGAL GROUNDS OF THE TERMS:
The Terms are
introduced on the basis of:
a.
Wet milieubeheer van
26 april 2021, in verband met de implementatie van Richtlijn (EU) 2019/1161 van
20 juni 2019 tot wijziging van Richtlijn 2009/33/EG (bevordering van schone en
energiezuinige wegvoertuigen);
b.
Regeling bevordering
schone wegvoertuigen van 2 augustus 2021, gelet op richtlijn (EU) 2019/1161 van
het Europees Parlement en de Raad van 20 juni 2019 tot wijziging van Richtlijn
2009/33/EG inzake de bevordering van schone en energiezuinige wegvoertuigen
(PbEU 2019, L188);
c.
"Energiewet (UHT)",
implementation of the DIRECTIVE (EU) 2019/944 OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL of 5 June 2019 on common rules for the internal market for
electricity and amending Directive 2012/27/EU - expected in 2023/2024;
d.
AFID- Besluit
infrastructuur alternatieve brandstoffen (Besluit van 26 april 2017, houdende
regels in verband met de implementatie van richtlijn 2014/94/EU betreffende de
uitrol van infrastructuur voor alternatieve brandstoffen);
e.
Dutch Consumer Law 12 March 2014 (Stb.
2014, 140) transposing the Consumer Rights Directive 2011/83/EU into Section
6.5.2B or Burgerlijk Wetboek (Dutch Civil Code) and article 8.2a Wet
Consumenten bescherming.
1.5. PURPOSE OF THE END-USER AGREEMENT:
This
End-user Agreement has as its purpose to establish the Agreement between
<MSP/CPO> and the EV Driver and/or CSO, for the use of the following
Services:
a.
The use of Charging Services at Charging
Stations within the Network;
b.
The use of an Identifier (like a charging
card and/or a charging token or similar) from provider <MSP/CPO>;
c.
The use of the user platform, mobile app
and the charging station for App users, for Identifier's Holders (like Card
Holders and Token Holders);
d.
The use of the help desk for EV Drivers
and/or CSO for technical questions to <MSP/CPO>;
e.
The use of the white-label in-app or the
stand-alone white-label app;
f.
The use of hosting subscription Services,
including Home Reimbursement Services.
The
Terms specify also:
a.
The way of concluding and terminating the Agreement;
b.
The rights and obligations, together with special rights of the Consumers, as
well as liability of the Parties;
c.
The role of LMS in providing some Services, collecting payments and invoicing
the End-Users, together with conditions of necessary partial assignments of
rights and obligations to LMS by <MSP/CPO> under the consent of
End-User;
d.
Methods of payments, including the authorisation for direct debit (automatic
collection) of the Payments, including Payments for charging transactions;
e.
The roles regarding data privacy between the EV Driver and/or CSO,
<MSP/CPO> and LMS.
1.6 PERSONAL SCOPE OF TERMS:
These
Terms apply to all End-Users using the Services, including Consumers and
Business End-Users. The Terms also apply – accordingly and to the extent
necessary – to Fleet EV Drivers or other app-users, Identifiers Holders (irrespective
of being End-User or not), including employees of End-Users receiving
reimbursements as a part of Home Reimbursement Service, as well as User Profile
administrators.
Within
the scope necessary for the provision of a one-time Charging Service, these
Terms shall also apply mutatis mutandis to an EV Driver using such a Service
via the App without registering an Account (ad hoc).
1.7 ADOPTION OF THIS AGREEMENT:
This Agreement is adopted:
a.
by way of registration of End-User on the
web portal of <MSP/CPO> or via the charging app, whereby you are obliged
to accept this End-User Agreement before you can make use of any of the
Services, including your Identifier (like charging card or charging token), the
web portal, or charge point app.;
b.
by way of signing the separate contract
by and between <MSP/CPO> and the End-User to which these Terms apply in
full.
c.
It is also possible that <MSP/CPO>
creates your User profile, provides you with an Identifier and/or modifies or
activates it. In such a case you are obliged to read this Agreement before
using such Services, including your Identifier for the first time.
The
Agreement for the use of the Hosting Service is concluded at the time of
registration of the Station or Charging Point on the Platform.
The
Agreement for the use of the Charging Service is concluded at the time the
Charging Session begins. Such an Agreement, concluded by an unregistered
End-User, shall cease to be in force at the moment of completion of the
Charging Session and Payment (it shall not give rise to any further obligations
of the End-User beyond such use of the Charging Service).
To
avoid any doubts regarding the acceptance of this Agreement, explicit reference
to this End-User Agreement. is also made on invoices, and by way of payment of
the invoice, you confirm your acceptance of this End-User Agreement.
1.8 ROLE OF LMS IN SUPPORTING BOTH
<MSP/CPO> and END-USERS:
< MSP/CPO> is your point of contact for this agreement and is your
contractual counterparty. Nevertheless, for the implementation of this
agreement, <MSP/CPO> makes use of various third parties to be able to
fulfil its obligation under this Agreement.
An important third party engaged in the performance of this agreement is
LMS. LMS, by order of <MSP/CPO>, deploys its software platform and
associated network infrastructure to render your charging transactions
possible. Besides the use of the electronic platform and the associated
network, LMS takes care of the supply of your charging sessions, the invoicing
and payments traffic for your charging transactions related to that. In the
whole charging process, LMS ensures – amongst other activities –the identification
of End-users for approval of charging session at the Charging station, records
the charging session, validates the charging sessions with market participants
(CPO/CSO/MSP’s), communicates with roaming parties and other networks, invoices
charging sessions, collects and pays out charging session invoices. At the same time LMS does not
have originally any obligations directly towards End-User unless
<MSP/CPO> transfers them – partially – to LMS in accordance with the
Terms, as described in Article 3 of this EUA (“Assignment”).
Part of the role in performance of services by LMS and result of the
Assignment is that you receive an invoice from LMS for charging sessions that
you have conducted with the Identifier or app from <MSP/CPO>.
If and when applicable, as the owner (CSO) or operator (CPO) of a
charging point, you will also receive the compensation and or reimbursements
for the charging sessions delivered by your charging point(s) via LMS by way of
the principle of ‘self-billing’.
1.9 DEFINITIONS:
1.9.1 End-user Agreement,
abbreviated EUA or Terms: the
present end-user agreement, also including all appendices.
1.9.2 EV Driver (s): End-User, being an Identifier Holder, the user of the charging app, the
platform for End-Users, an EV holder being a natural person, possibly acting
from the exercise of a profession or business, that enters into an Agreement
with <MSP/CPO> for the purchase of Charging Service(s) and/or other
Service(s), if applicable.
1.9.3 Identifier Holder: an EV Driver who is a user of a charging card (Card Holder) or a
charging token (Token Holder) or other Identifier, as defined below in section
1.9.20.
1.9.4 MSP: This is
the abbreviation for Mobility Service Provider. The MSP has as its task to
facilitate access to the network of charging infrastructure to be able to
recharge an electric vehicle. An MSP grants access by way of various means of
ID, such as an Identifier, or charging app. In addition, the MSP enables the EV
Driver to register via a login platform for EV Drivers on EVC-net for the
purpose of identification, invoicing, and the provision of services.
1.9.5 CPO: This is
the abbreviation for Charge Point Operator. The CPO is the operator/
administrator of one or several charging points. The task of the CPO is the
rendering technically possible and the holding and processing of charging
transactions at one or several Charging Points.
1.9.6 CSO: This is
the abbreviation for Charge Station Owner / the owner of the Charging Point.
The CSO obtains his compensation and or reimbursements via the network of LMS
for charging sessions that EV Drivers have conducted at his charging point(s).
The term CSO within the meaning of this EUA may also refer, as the case may be,
to the Business End-User:
o
that is CPO or is granted by
the actual Charging Point owner or by CPO of the particular Charging Point with
a different (e.g. by way of a contract) legal title to register the Charging
Point at the Platform, giving access to Charging Station for the purpose of
charging sessions and integration with EIPA and/or Hubject (as the case may
be), using the Services in its own name; as well as
o
that registers – via the
Company User profile at the Platform – Fleet EV Drivers authorized to benefit
from Charging Services ordered by such an End-User.
In such
a case provisions of the EUA on CSO apply accordingly.
1.9.7 <MSP/CPO>: A Party
to the Agreement with the End-User and the provider of the Services to EV
Driver and/or CSO.
1.9.8 LMS: Threeforce B.V., or one of its group entities , with its registered office at Zeemansstraat 11, 3016 CN,
Rotterdam, The Netherlands (Company Registration Number: 24360819) trading
under the name of Last Mile Solutions. Phone number: +31 10 312 6000. E-mail
address: invoice@lastmilesolutions.com. The invoicing shall be exclusively done
by Threeforce B.V., the Dutch parent company.
1.9.9 Hosting subscription
charging pole: In order to be able to register and manage Charging Point(s), as well as
to settle Charging Sessions at a Charging Point, a hosting subscription for the
network of LMS is required. The payer of this hosting subscription may be
Consumer (a natural person or a company.) or a Business End-User, depending on
the End-User profile registered. Hosting subscription services enable
the use of the Home Reimbursement Service (in case of CSO’s Private Charging
Point(s) located at the CSO’s employees’ premises).
1.9.10 End-User: End-Users
are defined as a) only EV Drivers, b) EV Drivers that are also CSO, c) market
participants that are only CSO. In case of natural persons -
only an adult, with full legal capacity, may be the End-User and a party to the
Agreement.
The term
"End-User" in this EUA means a registered End-User with an Account on
the Website or on the Application, unless expressly indicated otherwise,
referring to an unregistered End-User - EV Driver, who uses an ad hoc Charging
Service.
1.9.11 Fleet EV Driver: an
Identifier Holder or the user of a charging App, under the Agreement between
CSO and <MSP/CPO>. Fleet EV Driver is not a party to the Agreement. To
the extent this EUA refers to the usage of Charging Point, Identifier or the
App, the provisions of this EUA referring to the EV Driver apply also to the
Fleet EV Driver, that is not a Party to the Agreement for Services, however, is
obliged to comply with the provisions of EUA to the extent mentioned above,
which shall be ensured by the End-User that registers the Fleet EV Driver.
1.9.12 Consumer,
Consumer End-User: a
natural person using the Services not directly connected with his/her economic
or professional activity. Within the meaning of this Agreement, the Consumer
shall also mean an entrepreneur with some consumer rights i.e. an entrepreneur
being a natural person concluding an Agreement directly related to his/her
business activity, which is not of professional nature for this person,
resulting in particular from the subject matter of his/her business activity.
1.9.13 Business End-User: The End-User
not being a Consumer, in particular a company, municipality or governmental
entity.
1.9.14 Service(s): Any and
all services offered by <MSP/CPO> via the Website or in another manner
and provided to the EV Driver and/or CSO - also including, though not limited
to – services like charging services, help desk services, accounting services,
direct debiting, electronic invoicing, electronic communication services
including insight into consumption, and other services as further specified on
the Website. All Services are payable unless it is clearly stated
otherwise in these Terms. The definition of “Service” used in this EUA is based
on the understanding of the „service” as used under Consumer EU Directives. The
applicability of this classification under the EU VAT Directive is not implied
herein;
1.9.15 Home Reimbursement
Service: The
Service being a part of Hosting subscription charging pole Service, dedicated
for CSO who owns a Private Charging Point located at the employees’ premises
that is used for business purposes of this CSO, which consist of the
reimbursement of cost of charging for such an employee;
1.9.16 Electric Vehicle: A road
vehicle that is fully driven by an electric motor, and/or a hybrid vehicle that
is partially driven by an electric motor, which vehicle makes use or not of
electricity that is stored in a battery, chargeable by using a Charging
Point.
1.9.17 Help desk: <MSP/CPO>.
services, that can be deployed in case of questions and/or complaints. The
phone number can be found on the Identifier, in the App or on the website of
<MSP/CPO>.
1.9.18 Remote Agreement: Agreement
concluded with a Consumer without the simultaneous physical presence of the
Parties, with the exclusive use of one or more means of remote communication.
1.9.19 Off-Premises
Agreement that: Agreement concluded with the Consumer in a place, which is not the
<MSP/CPO>’s premises.
1.9.20 Identifier(s): any physical or digital device that identifies the owner and enables a
charging session which can also be referred to as a “charging token”, a
“charging card”, a “charging device” or similar. The Service of providing an “Identifier” (i.e. charging card or charging token) involves the provision of access
to the Charging Point/Charging Station, the associated network, and (where
possible) the inter-operable Partner Network with the use of such “Identifier”.
This Identifier can be made available by one of the Collaborating Parties.
1.9.21 Charging Point: Any
charging point which is generally a facility at a certain location that can be
used to charge the battery of an Electric Vehicle, also including Private
Charging Points and Public Charging Stations, as well as other types of
Charging Stations.
1.9.22 Charging session: means the
period of time during which End User uses the charging station to charge his or
her electric vehicle for a continuous period of time not less than two (2)
minutes commencing when the End User has accessed such charging station and
ending when such End User has terminated such access.
1.9.23 Personal Charging
Point, Private Charging Point: A Charging Point, which is not a
Charging Station, that is located in a private location and that is not
accessible for use by third parties.
1.9.24
Charging Station: charging station i.e. a device enabling the use of the
Charging Service, consisting in particular of a charging point, software
enabling charging and measurement of electricity and a parking stand.
1.9.25 Semi-public Charging
Station: a Charging Station that is located in a
private location and that has been rendered accessible by the owner of the
relevant charging point for an authorised group of users.
1.9.26 Public Charging
Station: Charging Station which is a publicly accessible charging station and may or may not belong to a Partner Network.
1.9.27 Charging network or
Network: the
combination of all charging points and Partner Network(s) jointly that
<MSP/CPO> (whether or not in consultation with the owner of the Charging
Point and LMS) can exercise control over the granting of access to third
parties.
1.9.28 Agreement: the agreement between <MSP/CPO> and the EV Driver and/or CSO with
respect to the Services of <MSP/CPO>, of which this End-user Agreement is
an inseparable part of and whereby, in the context of a Platform for sales or
the provision of services at a distance organised by <MSP/CPO>, until the
moment of conclusion of the agreement, exclusive use is made of one or more
techniques for communication at a distance, including but not limited to,
telecommunications and the internet.
1.9.29 Partner Network: the combination of all charging points outside the charging network of
<MSP/CPO>, where EV Drivers can charge an Electric Vehicle.
1.9.30 Collaborating parties: third parties with which <MSP/CPO> closely collaborates with, for
the provision of charging services.
1.9.31 Payments: all payments that EV Driver or CSO is owed in relation to the use of the
Services including supplies of the Charging sessions as indicated in this
Agreement and– because of and to the extent of Assignment - which are due to
LMS.
1.9.32 Remunerations: fees
due to the <MSP/CPO> in return of partial assignment of some rights and
partial transfer of some obligations to LMS, as well as fees due to CSO for
using its Charging Stations in order to provide End-Users with Charging sessions,
which are to be paid on the basis of invoices issued under self-billing
authorization granted by Business End-User (being VAT tax payer).
1.9.33 Website: the
closed site of <MSP/CPO> including <●>.evc-net.com, which
may also be accessible via the Website of one of the Collaborating Parties with
which <MSP/CPO> closely collaborates. Or any other
website that is used by <MSP/CPO> at any time in the context of the
Services, also including but not limited to www.lastmilesolutions.com
1.9.34 Platform, Portal, User Portal: Internet
platform accessible via the Website used by <MSP/CPO> for the purpose of
registering End-Users (i.e., creating Users profiles) and providing the
Services.
1.9.35 Charging App: easy Charging Quality app or
other mobile application (powered by LMS) used by <MSP/CPO> for finding
and providing access to a Charging Station to use and bill for the Charging
Sessions and, optionally, to establish and manage the User Profile of the EV
Driver and in the future other related e-Mobility services.
1.9.36 Consumer Rights
Act: Section 6.5.2B Burgerlijk Wetboek Afd. 2B, Titel 5, Boek 6
B.W.
(Dutch Civil Code) with reference to “Overeenkomsten
tussen handelaren en consumenten” as per Dutch Act 12 March 2014 (Stb.
2014, 140) transposing the Consumer Rights Directive 2011/83/EU into Burgerlijk
Wetboek.
Article
2 Scope of the Services. Costs and obligations of the End-User
2.1 <MSP/CPO> provides the following paid
Services to End-Users:
a. Charging Service;
b.hosting subscription Services;
c. Home Reimbursement
Services;
d.roaming Services.
The obligation to pay
for the Services indicated above does not arise until the ordering /
commencement of such Services, which the End-User confirms when placing the
order / commencing use of the relevant Service mentioned above.
2.2 Unless expressly indicated otherwise,
<MSP/CPO> provides the following Services to End-Users without additional
payments (payments for them are included in the rates for Services indicated in
Article 2.1. above):
a.
giving access to the App;
b.
providing End-Users with Identifiers;
c.giving access to a User
profile on the Platform and via the App;
d.
Newsletter (if applicable);
e.
Help desk for End-Users;
f.
locating Charging Stations via the Website and the App;
g.
delivery of Identifiers to End-Users.
3.
Access to the digital content within the Account on the User Portal or the
App is enabled by the <MSP/CPO> after registration and activation of the
User Profile.
4.
The unregistered End-User (EV Driver) may
only use the Charging Service provided on a one-time (ad hoc) basis. Access to
the Charging Station for the unregistered End-User is possible only via the
App, without registration and login requirements. Such Services are provided
and Payments for such Services are collected by LMS.
5.
In case the End-User, using hosting subscription Service of its Private
Charging Point located at their employees’ premises, decides to use Home
Reimbursement Services, then <MSP/CPO> is obliged to provide such an
employee with reimbursement of energy costs consumed for Charging sessions at
such Charging Sessions, using the details indicated by End-User at the User
portal, including payment details of such an employee and rate for energy. In
case of such a Service or in case the End-user has set the Charging
Point for the compensation of guest-use or settlement via the employer, the
charging costs and additional administration costs shall be invoiced for this. All the costs reimbursed under the
Agreement, should be paid back by the End-User. For execution of such Services
and settlements connected, a partial, limited assignment of rights and transfer
of obligations to LMS, will take place as described in Article 3 of the EUA.
2.6 For charging at Charging
Points within the <MSP/CPO> charging Network – including at third parties
- the costs shall be charged as indicated on the App ('chargepoint app').
2.7 Access to and/or the charging
at (Semi-) Public Charging Stations or at Private Charging Stations that are
available to the public is possible under the rates and conditions announced by
the <MSP/CPO> i.e. via the App. End-user can choose to agree with these conditions and
activate the <MSP/CPO>’s Identifier for these Charging Points as
well.
2.8 If the <MSP/CPO>’s
Identifier is used to charge from the Partner Network, <MSP/CPO> depends
on the CSO and/or CPO of the Charging Point that generates the data regarding
the charging and that passes on the associated costs.
2.9 <MSP/CPO> has the
right, following one (1) month’s advance notice, to adjust the effective prices
and rates, which need to be notified to the End-User either by the App, via the
Platform or otherwise.
2.10 The End-user has the right, if he does
not wish to agree with the adjustment of the prices and rates, to terminate the
Agreement prior the date on which the change would enter into effect (the time
for termination may be however not shorter than 14 days). This cancellation
does not free the End-User of the payment obligations that may be still
outstanding at that time.
2.11 The End-user is required to provide on
time all necessary, complete, correct, contact details, personal data, and
payment information, as well as – if necessary – true, complete and correct
data of their Fleet EV Drivers or employees – whether or not via the use of
third parties - on the EVC-net platform of <MSP/CPO> and/or in the App,
during the registration and any time this data is changed. The End-User is also
obliged to ensure that it is legally entitled and authorized to introduce
personal data or other information of third parties, like Fleet EV Drivers or
employees, as well as to inform such persons in advance on entrusting their
details to <MSP/CPO>,LMS.In the event of a change in the data provided
during registration in the App or when registering, the End-User is obliged to
immediately notify the <MSP/CPO> and provide <MSP/CPO> with the
updated data. End-User should report any changes, in particular changes to the
bank account number, invoicing address and/or e-mail address, not later than
within one (1) calendar month before the change becomes effective.
2.12 The
minimum (basic) information that the End-User must supply is:
a. End-User name and
address information: name, address, and place of residence of the End-User
(natural person).
b.
Business’ name and address information: in case of Business End-User, it
is also obligatory to provide registered company name, business address, the
registered place of establishment and the number in the commercial register as
well as the data of persons representing the End-User (name, surname, position
or function).
c.Business’ invoice
details: if the End-User is a VAT taxpayer, the End-User must also submit a
valid VAT number and registration number (in the Chamber of Commerce Register
or other commercial registry) via the Platform.
d.
Payment information: required is all information for a correct
authorisation for direct debiting/automatic collection, e.g.: bank information
such as the name of the bank, bank account number, IBAN, and BIC code.
e.
A valid e-mail address of the End-user and, if applicable, the e-mail
address for the invoice if it is different from the one of the End-user. If no
e-mail address is filled in for invoicing, the invoice will be sent to the
End-user and it will be assumed that it only concerns private usage.
This list is not exhaustive and <MSP/CPO> can make additions to
the list and can change it if it is deemed necessary.
2.13 Unless the law provides for otherwise,
the End-User shall be responsible for any possible errors in documents,
payments, Services or other damage, that are caused by End-User’s failure to
comply with its duty to provide true, correct and complete information
necessary or timely update it (as indicated above).
2.14 If End-user has supplied the
information as intended in article 2.10 incorrectly, incompletely, or too late,
and such information is required to provide the End-User with a Service, for
payments, invoicing or in order to comply with any provision of this EUA or
with the law, <MSP/CPO> and, as a result of the Assignment, also LMS, are
not required to provide the End-User with such a Service, after having promptly
informed the End-User about it. This covers also Services connected with
providing or using Identifiers. As soon as End-User provides missing or correct
data, the Services should be continued as stated in the Agreement.
2.15 The End-User is obliged to inform its
Fleet EV Drivers, employees or other personnel about the Services as stated in
this EUA.
2.16 The End-User shall not:
a.
use the Services in a way that disrupts the functioning of the Website,
Mobile Application or any of their elements, as well as Services performed for
other End-Users;
b.
introduce any illegal content to the Website, User Profile or the App,
which violates the law or decency, including, in particular, introducing any
malicious software or tracking software;
c.indicate personal data
of third parties (as Fleet EV Drivers or Account Administrators), the
disclosure of which is not authorized;
d.
make any modifications to the Website or other items of the Services,
adaptation, code translation or any other changes to the software;
e.
remove or modify any security features, as well as markings on the
Website and the App, including trademarks or other markings contained therein;
f.
make the Services (including the Account) available to third parties for
use under any title (for a fee or for free), unless it is a part of a Service
provided or <MSP/CPO> agrees for that.
2.17 In case the Newsletter Service for
End-Users is available at <MSP/CPO> Website, it may be launched only in
case the End-User previously consented to receive such a Newsletter, which may
include commercial information or offers, by e-mail, to the e-mail address
provided by End-User <MSP/CPO> decides about the frequency of sending
messages as part of such a Newsletter. It is possible to unsubscribe from the
Newsletter Service at any time via the User Profile or by End-user sending
information about the resignation to <MSP/CPO> e-mail or by clicking on
the dedicated link provided for this purpose with the Newsletter message.
Article
3. Partial transfer of obligation, partial assignment of rights and Payment
Terms
3.1 <MSP/CPO> partially
assigns its rights and partially transfers its obligations under the Agreement
concluded by <MSP/CPO> with End-User to LMS within the scope necessary
for LMS in order to provide End-Users with Charging sessions, hosting
subscription Services, as well as Home Reimbursement Services as specified
under the Agreement concluded between <MSP/CPO> with End-User (hereafter
referred to as “Assignment”). You are at the same time notified on this
Assignment by providing you with this EUA via the Website or the App. As a
result of this partial transfer/assignment (‘Assignment”) LMS:
a.
provides Charging sessions to End-Users, is entitled to receive payments
for such Services and invoices End-User for it;
b.
provides hosting subscription Services (Hosting subscription charging
pole) to CSO, is entitled to receive payments for such services and invoices
CSOs for it;
c.acquires access to
Charging Stations to the extent necessary to provide charging sessions and is
obliged to pay due Remunerations to CSO,<MSP/CPO>.
End-User by accepting this EUA consents to the partial Assignment
described above and <MSP/CPO> ensures and guarantees that the Assignment
is accepted by LMS as well. Assignment is legally effective at the moment of
accepting the EUA by the End-User, as specified in this EUA. The Assignment
takes place only to the extent and for reasons justified above, as well as only
towards LMS, as an entity dedicated for such a support of both End-Users and
<MSP/CPO>. The Assignment as described above may not be made towards any
entity different than LMS. In case of EV Driver who uses the charging app and,
at the same time, does not register (ad hoc EV Driver), this EUA and the
Assignment also apply to the extent necessary to provide such an EV Driver with
Charging sessions.
3.2 <MSP/CPO> by way of
partial Assignment to LMS assigns LMS with some rights and transfer some
obligations to LMS to the extent necessary to supply EV drivers all charging
sessions that have or will occur during the term of the Agreement with End-user
in connection with the Services described in this Agreement, as well as to
provide CSO with hosting subscription Services. LMSs issues the invoices, including invoices related to
the charging sessions carried out by End -Users in its own name. The invoicing
process occurs after one or several charging session(s) has/have taken place.
3.3 The <MSP/CPO>
subscription costs (if applicable) and the costs for charging from the Network
(if applicable) are invoiced monthly. These costs are collected by way of
direct debit/automatic credit collection from the bank account submitted by the
End-user, as established in the direct debit authorisation. Because of the
Assignment agreed, End-User gives direct debit/automatic credit authorization
at the time of registration on the Website or in the Mobile App directly to
LMS. End-user will always make sure that the payable amounts can be collected
via direct debit from his bank account. If the direct debit cannot be carried
out successfully, LMS has the right:
a.
in case of Consumer End-User
within the meaning of section 7:5 (BW) of the Dutch Civil Code, to claim, after
having sent a payment reminder and in case payment fails to occur, an interest
on the outstanding amounts at the statutory default interest rate, without
prejudice to any further statutory claim for damages,
b.
in case of a Business
End-User to claim, without any additional summons, a legal interest and an
amount of at least EUR 40 in collection costs from Business End-User in
compliance with Sec. 6:96 (BW) punt 4 and Sec. 6:119a (BW) of the Dutch Civil
Code. In other jurisdictions article 3.6 is applicable.
In accordance with article 6:44 of the Dutch Civil Code, LMS has the
right to set off partial payments and/or payments received without a clear
invoice description against the oldest outstanding amount. In addition, a
set-off will first take place on consecutively:
- The outstanding costs
- The due interest
- The invoice amount
- The
current interest.
3.4 The
payment term for the Services indicated in this Agreement:
a.
For the transactions that
arise as a result of the provision of MSP services to EV Drivers: thirty (30)
days for Business End-Users with which this has been specifically and
separately agreed, and in all other cases: fourteen (14) calendar days from the
invoice date;
b.
For transactions that arise
as a result of the provision of services to the CSO and that LMS pays out to
the CSO: thirty (30) days from the invoice date for natural persons and
employees as CSO. For all other receivables forty-five (45) days. This term is
extended to at least forty-five (45) calendar days if EV Drivers of the
<MSP/CPO> do not observe the term of article 3.4 sub a).
3.5 In the situation that LMS
invoices the Charging Sessions and takes care of the payment traffic because of
the Assignment involving obligations towards MSP and/or CPO and/or CSO, these
Parties agree with the principle of self-billing by LMS. Self-billing means
that LMS issues an invoice directly to EV Driver in its own name and that LMS
pays out the fees to the CSO and CPO in compliance with the terms indicated in
article 3.4 sub b. The terms of self-billing agreement with CSO are specified in Annex 1 to
this EUA.
3.6 In accordance with article 6
point 3 of Directive 2011/7 EU, in case of a late payment in commercial
transactions by the Business End-User, the latter is obliged to pay, besides
the amount owed and the statutory interest that has accrued thereon, full compensation
of both the extra-judicial and the judicial collection costs, also including
the costs of lawyers and collection agencies. As applicable in the
country where the calculation takes place.
3.7 The invoicing address is the
address as announced by the End-user to <MSP/CPO> for the platform or the
Mobile App.
3.8 LMS sends their invoices by
e-mail to the e-mail address that the End-user has communicated to
<MSP/CPO>. The End-user receives an invoice monthly, with a summary of
the charging transactions and the associated costs. By registering via the
Platform or the App and providing e-mail address the End-User consents to the
electronic delivery of VAT invoices for Services provided under the Agreement.
3.9 To determine the amounts owed
at any time (including charging costs from any possible charging sessions in
the Partner Network), the records of <MSP/CPO>shall be used, unless it is
demonstrated that this information is not correct.
3.10 Payments without reference or payment
reference will be debited - to the extent the Assignment is in
force – by LMS from any outstanding amounts. LMS does this based on seniority
and will inform you about this by email. If there are no outstanding amounts at
the time of payment or if there is a credit balance remaining, LMS will
transfer this amount within fourteen (14) days to the bank account from which
LMS received the amount.
3.11 Any possible complaints about an
invoice must be reported by End-Users via the e-mail address stated on the
invoice. Each End-User shall report such a complaint as soon as an error or
inaccuracy is identified, however – in case of Business End-Users – not later
than within ten (10) days from the invoice date.
3.12 Payment methods for charging sessions
include:
a.
in case of registered
End-Users: monthly subscription Payments paid by way of direct debit
authorization or money transfer (only in case of registered End-Users), as well
as prepaid wallet;
b. in case of any End-User: prepaid (ad-hoc) Payment with usage of at least
the following methods: debit or credit card Visa, Visa Electron, MasterCard,
MasterCard Electronic, Maestro.
<MSP/CPO> reserves the right to add other payment methods and
payment systems in the User portal or the App in the future.
Article
4 Duration and termination of the EUA and blocking of the Identifier
4.1 The Agreement with Business
End-User regarding the subscription on the Services of LMS is adopted for the
duration of twelve (12) months, effective from the date on which the End-user
has activated the <MSP/CPO> Identifier, registered its User profile or
started using any other Services. After this twelve-month period, the Agreement
is automatically converted into a subscription for an indefinite time. Subject
to the situation as indicated in article 4.3, both the End-user,
<MSP/CPO> and/or (to the extent the partial Assignment is in force) LMS
can terminate the Agreement after the first twelve (12) months at any time,
with due regard for a notice period of one (1) month. The Agreement with Consumer
End-User is concluded for an indefinite time and, subject to Article 4.3 below,
both the End-User, <MSP/CPO> and/or LMS can terminate the Agreement at
any time, with due regard for a notice period of one (1) month.
4.2 Termination as referred to in
article 4.1 can occur by sending an e-mail to the e-mail address submitted by
<MSP/CPO>, by indicating the name of the End-user, address, postcode,
place of residence or establishment, and the date of termination requested.
4.3 <MSP/CPO> can terminate
the Agreement as a whole – or – as the case may be – partially -with immediate
effect in the cases listed below:
a.
If it proves repeatedly
impossible to carry out the direct debit/automatic collection; or
b.
In case of a filed petition
of bankruptcy, suspension of payments, debt restructuring, or placement in
receivership of End-user. In similar cases the Identifier is immediately
blocked.
c.In case of inappropriate use of the Identifiers or the App.
4.
In the event
that a particular update to the User Portal, Application or other change to the
Services made by <MSP/CPO>, LMS, including changes to digital content,
causes a material and adverse effect on the Consumer End User's access to or
use of the Services, the Consumer End User may terminate the Agreement without
notice within thirty (30) days of the time when the digital content or digital
service has been modified by <MSP/CPO> ,LMS.
4.5 Upon termination of the
Agreement, End-user will immediately return the Identifier(s) provided to him
to <MSP/CPO>.
4.6 <MSP/CPO> and LMS both have the
right to block the Identifier or your charging point temporarily or – in case
of Identifiers - even permanently, after a prior request to cease violation, in
the following cases:
a.
In case of payment arrears of
more than thirty (30) days.
b.
Non-compliance by the
End-User with the terms as stated in articles 2.10, 2.11 and 2.12.
c.One of the situations as described under article 4.3.
4.7 In case
of purchase from distance, which constitutes a consumer contract, the End-User
pursuant to article 6:230o B.W. has a period of fourteen (14) days, starting
from the date of conclusion of the Agreement, to withdraw from the EUA, without
giving any reason, and without incurring any costs. The right of withdrawal
shall be exercised by the End-User within the above-mentioned withdrawal
period, by filling in the withdrawal form provided below at article 4.8 and
sending it via e-mail to the e-mail address submitted by <MSP/CPO>.
Article 6:230o B.W. transposing articles 9 – 14 of Directive 2011/83/EU applies
accordingly.
However, the <MSP/CPO>,LMS shall not be entitled to claim payment
for the time during which the Service was not in conformity with the Contract,
even though the End User who is a Consumer actually used the Service prior to
the withdrawal from the Contract. Reimbursement will be made within fourteen
(14) days by using the same means of payment as those used in the initial
transaction, unless the Consumer expressly agrees to a different solution. In
any case, the Consumer will not incur any fees in connection with this return.
4.8 TEMPLATE
WITHDRAWAL FORM
In
the event that the Consumer wishes to withdraw from an Agreement which is a
Remote Agreement or an Off-Premises Agreement and he/she has the right to
withdraw from the Agreement, such a Consumer should make a statement on withdrawal
and address it to <MSP/CPO>’s contact details as indicated in Article 1.1
herein. The Consumer may make such a statement by using the following elements
contained in the template included below (use of the following template is
optional):
Template withdrawal
form
To
[<MSP/CPO>]:
(this
form is to be filled in and returned only if you wish to withdraw from the
contract)
-
Addressee [name of trader, full postal address and e-mail address as indicated
in Article 1.1. of the EUA],
-
I/We hereby give notice of my/our withdrawal from the contract for the
provision of the following Services______________ [please indicate the
subject matter of the Agreement e.g. Agreement for the use of the electric
vehicle charging services] described in the EUA,
-
Date of conclusion of the contract …./…./……
-
Full name of Consumer(s)
-
Address of consumer(s)
-
Signature of consumer(s) (only if this form is notified on paper),
-
Date
4.9 If the digital content covered by the Service or the Digital Service
is not delivered to the Consumer, with the exception of a Charge Card, Charge Token or other
tangible medium for the digital content, the Consumer may furthermore withdraw
from the Agreement without calling for the delivery of the digital content
covered by the Service or the (digital) Service:
a.
if it is clear from the <MSP/CPO>’s statement or the circumstances
that the Digital Content or Digital Service will not be delivered, or
b.
if the Consumer and the <MSP/CPO> have agreed, or it is clear from
the circumstances of the conclusion of the Contract, that a specific deadline
for the delivery of the digital content or digital service was of material
importance to the Consumer and the trader has not delivered it within that
deadline.
The right to withdraw
from the Contract if the digital content covered by the Service or the Digital
Service does not comply with the Contract is described at article 9.11 below.
Article
5 Charging services and the use of Charging Points
5.1 While using the Charging
Points, End-user, as well as Fleet EV Driver, will observe all regulations that
are effective for and in connection with the charging, both the regulations
established by <MSP/CPO> and the operators of the Charging Points and/or
Partner Networks, and any possible applicable legal (safety and other)
regulations.
5.2 <MSP/CPO>, LMS> does
not guarantee any Charging Point density and/or reachability of Charging
Points. Unless otherwise provided by the law, any possible damage – both direct
and indirect - as a result of the failure of a charging pole or the interruption
of a charging session cannot be claimed from <MSP/CPO>,LMS> or from
the third parties used by <MSP/CPO>, LMS> if not caused by them
deliberately. It is CSO’s liability that the Charging Point is properly marked,
complies with all legal and technical requirements, as well as it is supplied
with energy without power outages.
5.3 For Charging Points in a
Partner Network, the conditions of the relevant operator of the Charging Point
are applicable to the use of the Charging Point.
5.4 <MSP/CPO> informs that
Charging Points that are available in the Network may change in time and it
depends on many factors, including agreements with a Partner Networks.
Therefore, <MSP/CPO> always has the right without prior announcement to remove
one or more Charging Points from the Network and/or to no longer grant access
to a Partner Network.
5.5 The End-User
(CSO) using the Hosting Service, by registering a Charging Station on the
Platform, agrees to include such Charging Station in the Network and to access
such Charging Station for the purpose of providing the Charging Service, in
exchange for the Remuneration, and ensures that it is entitled to grant such
access and collect Remuneration therefor. Such End-User (CSO) further
authorizes the <MSP/CPO> and LMS to grant further access to such Charging
Station within the Network, including the Partner Network.
Article
6 Help desk, complaints and malfunctions
6.1 The Help Desk offers support
services in connection with questions and/or complaints of the End-user with
regard to the Services provided under the Agreement.
6.2 The Help Desk is available on
the phone number that is stated on the Identifier and also via the e-mail
address of <MSP/CPO> as indicated in Article 1.1. End User may also make
a complaint addressing it at the registered office address of <MSP/CPO>
as indicated in Article 1.1. of this EUA.
6.3 Irrespective of any
assignment made between <MSP/CPO> and LMS, End-User should address its
complaints – if any – to <MSP/CPO>, by way indicated in Article 6.2. When
making a complaint the End-User should indicate at least End-User name and contact
details, the subject matter of the complaint, i.e., description of
irregularities in the operation of the Service as well as the expected manner
of settling the complaint. Before making a complaint, the End-User should
verify whether the non-functioning or malfunctioning of the Service is not due
to reasons on End-User's side, in particular, problems with Internet access on
End-User's side or power failure at the Charging Station or Private Charging
Point. The Business End-User is obliged to submit a complaint no later than
within one week from the end of the billing period to which the End-User
complaint applies. Failure to submit a complaint within this period will be
deemed as confirmation of the correctness of performance of the Service by the
Business End-User.
6.4 The submitted complaint shall
be processed by <MSP/CPO> without undue delay, no later, however, than
within 14 days from its submission.
6.5 Support via Help Desk is
provided to the extent that it is possible to remotely provide End-User with
guidelines, solutions or advice, as well as remotely implement possible
solutions. <MSP/CPO> does not provide any guarantee that the Help Desk will
provide solutions to any issued reported, in particular in case the solution to
a given problem cannot be implemented remotely, the End User will be informed
on possible solutions it may independently apply at site.
6.6 In case of a malfunction on a
Charging Point or a Identifier, an End-user must immediately contact the phone
numbers stated on the Charging Point or Identifier.
6.7 In case an End-user will try
himself to resolve the malfunction, <MSP/CPO>, LMS> is not liable in
any manner for the damage that flows or will still flow as a result of such
repair or/and to the extent that the multifunction has been extended by the
reason of the repair.
Article
7 Website and platform
7.1 As a part of the Agreement,
the End-user can make use of the Services that are offered via the Website or
the App.
7.2 On the website of
<MSP/CPO>,LMS, general information is provided with regard to the
Services offered by <MSP/CPO>/LMS. <MSP/CPO>,LMS do not guarantee
that the use of the Website or the App and any Services offered via the Website
or the App are suitable for specific individual or business purposes of the
End-User
7.3 In case any printing and spelling errors or similar
mistakes in material disclosed by <MSP/CPO> or LMS, of any nature
whatsoever, are identified, the End-User should immediately inform
<MSP/CPO> or LMS on such an error
Article
8 Transfer to third parties
8.1 It is permitted to the
End-user to transfer this Agreement to a third party, different than provided
by Article 3 of this EUA, only with the prior written consent of
<MSP/CPO>,LMS.
8.2 By concluding this Agreement
(by way of ticking off the box for registration on the end-user platform, or
upon first use of the Identifier or of the App, End-User acknowledges and
accepts the partial Assignment of rights and transfer of obligation from <MSO/CPO>
to LMS as stated at Article 3.1 herein.
Article
9 Liability
9.1 Under the terms of the law
and this Agreement, <MSP/CPO> shall be responsible for the compliance of
the Services, including the digital content provided, with the Agreement. A
Charging Point uses (whether or not public) communication infrastructure, such
as (mobile) internet connections. <MSP/CPO>,LMS informs that the
provision of Services may depend on the availability of such communication
infrastructure, provided by external entities over which they have no
influence, i.e. payment operators, Internet providers and telecommunications
service providers. In particular, unless otherwise provided by the law,
<MSP/CPO> and LMS shall not be liable for the non-conformity of the
Services, including the digital content provided, with the Contract, as well as
damages and other consequences resulting from:
a. the incompatibility of the digital
environment used by the End-User with the technical requirements for the use of
the Services, of which the End User was informed prior to the conclusion of the
Agreement, including irregularities on the part of the End-User's or Fleet User's
computer equipment or mobile devices, or malfunctions of third party software
used by the End-User or the Fleet EV Driver,
b. failure to comply with an obligation of
required cooperation in the provision of the Services of which the End-User was
informed prior to the conclusion of the Agreement, in particular improper
installation of the SIM card by the End-User or failure to conduct or
improperly conduct integration tests of the Charging Point by the CPO/CSO, or
incorrect configuration or incorrect operation of the User profile or Mobile
Application by the End-User.
9.2 Unless otherwise provided by law, End-User is liable for damage
as a result of inappropriate or careless use of a Charging Point and all
associated materials that are provided, such as Identifiers and charging
cables, and safeguards <MSP/CPO>, LMS against any claim by third parties
in this connection. End-user safeguards <MSP/CPO>, LMS as well as the
third parties used by him against any claim by third parties in connection with
conducts or circumstances that are at the expense and/or risk of End-user. In particular, unless
otherwise provided by law, <MSP/CPO> and LMS shall not be liable for
damages and other consequences resulting from:
a. failure by the End-User to comply with
the rules of using the Services resulting from the Terms or instructions from
CPO/CSO or Charging Point instruction,
b. other actions or omissions on the part
of the End-User or the Fleet User, their personnel or other third parties.
9.3 Unless otherwise provided by law, End-user is liable towards
<MSP/CPO>,LMS for any action and/or omission by third parties to which
End-user grants access to the use of the Services as if they were actions
and/or omissions committed by the End-user himself.
9.4 <MSP/CPO>,LMS is liable
for damage incurred by End-user as a result of an attributable shortcoming of
<MSP/CPO>,LMS upon compliance with their contractual obligations
vis-a-vis the End-user, on condition that End-user accordingly informs <MSP/CPO>,LMS
of this in writing within ten (10) business days after the day on which he has
identified or could have reasonably identified the shortcoming or illegitimate
action, thereby declaring <MSP/CPO>,LMS, to the extent legally required,
in default and granting a reasonable term to still comply. The additional conditions as
indicated in the previous sentence do not apply to the Consumer End-User.
9.5 Unless otherwise provided by the law or
this EUA, the liability intended in the previous section of this article is (if
and to the extent possible with due regard for mandatory provisions regarding
liability) limited to the compensation of direct damage up to a maximum of the
amount equal to six times the (average) monthly fee owed and paid by the
End-user for the relevant services.
9.6 The Charging
Service provided under the Agreement by the <MSP/CPO>,LMS shall include
the provision of access to a Charging Point using Services provided remotely,
digitally as meant in article 2 of DIRECTIVE (EU) 2019/771.
The CSO/CPO of the respective Charging Point is responsible for the provision
of electricity to the respective Charging Point, including the actual enabling
of (full) charging of the Electric Vehicle and its efficiency. <MSP/CPO>,LMS is not liable if the Electric Vehicle cannot (or cannot
safely) be charged due to a defect in the Electric Vehicle and/or the tools
used, such as charging cables.
9.7 Unless otherwise provided by the law or
this EUA, Except in case of wilful intent or gross negligence of <MSP/CPO>,LMS,
the total liability of <MSP/CPO>,LMS for loss of profit and income,
goodwill, consequential damage, receivables or penalties of third parties
and/or indirect damage is excluded.
9.8 The limitations indicated in
previous sections of this article lapse if and to the extent the damage is the
result of the wilful intent or gross negligence of <MSP/CPO>,LMS.
9.9 <MSP/CPO> is not
obliged to comply with any obligation if they are prevented from doing so as a
result of a cause that reasonably falls outside their sphere of influence,
including, but not limited to: force majeure, ruling by a government or regulatory
agency, epidemic/ pandemic, flooding, earthquake or similar natural disasters.
Force majeure is also understood to mean force majeure on the part of suppliers
of and/or third parties used by <MSP/CPO>,LMS.
9.10 After <MSP/CPO>,LMS, within five
(5) business days, has informed the other party in writing of the occurrence of
such a delay or malfunction, the provisions of this Agreement – to the extent
influenced by such a cause or event - are suspended for as long as the cause or
event in question continues.
9.11 If the digital content covered by the Service, or the Digital Service,
is not in conformity with the Agreement, the End-User who is a Consumer
may request it to be brought into conformity with the Agreement, and the <MSP/CPO> may refuse only if
the request is unjustified (in case the <MSP/CPO> is not responsible for
the non-conformity in question) or if bringing it into conformity with the
Agreement is impossible or if it would require excessive costs for
<MSP/CPO>. Bringing the Service into conformity with the Agreement shall
take place within a reasonable time from the moment the <MSP/CPO> is
informed by the Consumer of the non-conformity with the Agreement (complaint).
The costs of bringing the Service into conformity with the Agreement shall be borne
by the <MSP/CPO>. If bringing the Service into conformity with the
Agreement is impossible, requires excessive costs, occurs despite attempts to
bring the Service into conformity with the Agreement, or if the <MSP/CPO>
has declared that it will not bring the Service into conformity within a
reasonable time or without excessive inconvenience to the Consumer - the
Consumer may demand a proportionate price reduction, or, if the lack of
conformity is not insignificant, the Consumer may withdraw from the Agreement.
The preceding sentence shall also apply if the lack of conformity of the
Service with the Agreement is so significant that it justifies a price
reduction or withdrawal from the Agreement also without a prior request to
bring the Service into conformity with the Agreement.
Article
10 Intellectual Property
10.1 It is not permitted to End-user to
remove or alter any designation regarding the confidential nature or regarding
intellectual property rights of the software, devices, Websites, or materials.
It is not permitted to bypass or remove technical safeguards in contrary to his
contractual or statutory obligations, or user restrictions in connection with
the Services.
10.2 In case damage occurs because the
End-user nevertheless bypasses or removes the technical safeguards, this damage
will be claimed from the End-user.
10.3 The <MSP/CPO>’s Identifier and
the electronic data integrated therein are and remain the property of
<MSP/CPO>.
Article
11 Privacy
11.1 Upon offering Services, <MSP/CPO>
processes certain data of the End-user, its employees, representatives or other
personnel, including personal data. Personal data are data that make it
possible to identify a certain person, such as name, address, and place of
residence data. <MSP/CPO> has a status of the data controller of
End-Users personal data, as well as their personnel personal data. The details
of personal data processing by <MSP/CPO> are described in <MSP/CPO>
Privacy Policy, as provided to End-Users via the Website and via the App.
11.2 Besides personal data,
<MSP/CPO>,LMS during the term of the Agreement also records the user data
of the End-user for the purpose of the invoicing and the associated
administrative requirements that are a part of payment traffic.
11.3 Upon the processing of personal data,
<MSP/CPO>,LMS observes the effective regulations, also including the
privacy law 'Wet bescherming persoonsgegevens' as well as the GDPR
Regulation.
11.4 <MSP/CPO>,LMS points out to the
End-user that they, for example as described in article 3.1 and 3.2 of this
Agreement, can provide supplied personal data on grounds of the law to third
parties in the context of the implementation of this Agreement.
<MSP/CPO>,LMS can be obliged to provide personal data of the End-user to
third parties also if this is required by law. For the purposes indicated
above, and within the legally justified grounds, the consent of the End-user is
not required.
11.5 The data regarding usage within the
Partner Network is provided by these parties to LMS in order to enable to
invoice the charges of the usage to the End-user.
11.6 As LMS –provides End-Users with
provision of some Services and settlements for that, as a part of services
provided to <MSP/CPO>, LMS has been entrusted with processing of the
personal data on behalf of <MSP/CPO> as a data controller, for the
purpose of executing the partial assignment of rights and transfer of
obligations as described in Article 3 of this EUA. In such a case personal data
are processed by LMS on behalf of and under authorization of <MSP/CPO>.
11.7. Unless Article 11.6 applies and to the
limited extent where LMS processes personal data as a result of its own legal
obligations, including under accounting and tax provisions connected with the
invoicing, LMS process personal data of End-Users, their employees, Fleet User
or other personnel, as the data controller. Details of data processing by LMS
are described in the LMS Privacy Policy available at
https://www.lastmilesolutions.com/privacy-policy/.
Article
12 Miscellaneous provisions and applicable law
12.1 This End-User Agreement is the only
Agreement that is applicable to the Services that are offered by
<MSP/CPO>,LMS to the End-User. After the online activation of the
Identifier, the End-User explicitly agrees with this End-User Agreement.
12.2 <MSP/CPO>,LMS is authorised to
develop and modify the operation of the Website, User Portal or Mobile
Application, as well as their functionalities, in accordance with their own
development plan, including introducing visual changes, functional changes,
changes in payment methods, new Services. When such changes are introduced, if
they affect the possibility or scope of the Services provided, the End-User
need to be notified in advance. If such changes would result in a change in the
scope or conditions of the provision of the Services specified in this EUA,
<MSP/CPO> shall introduce such changes by amendment to this EUA as
specified in Article 12.3.
12.3 <MSP/CPO> is unilaterally
authorized to amend this EUA during the term of Agreement for important
reasons, in particular if:
a.
EUA needs to be adjusted due
to changes in the law or their interpretation by courts or administrative
bodies;
b.
an amendment consists of
adding new functionality or Services, changing the scope of Services offered,
and adjusting the EUA accordingly;
c.the amendment is necessary to correct obvious mistakes, calculation
errors, language errors, etc;
d.
there is a change in the
contractual relationship between <MSP/CPO> and LMS or <MSP/CPO>,
LMS and contractors or partners to the extent affecting the Services;
e.
there is a change to the infrastructure
of the Partner Network or the Website or the chargepoint App affecting their
operation.
Amendment to the EUA does not require a written form or conclusion of an
annex to the Agreements. Change of Agreement as a result of amendments to EUA
does not affect the Services performed so far. The End-User will be informed
about the change of the EUA by making the content of the new EUA available to
him via e-mail or via User profile. The End-User may be asked to expressly
agree on the amended wording of the EUA, before further use of the Services.
Amendment to the Agreement is effective upon the lapse of 14 days from the time
the amended Agreement is made available to the End-User or from the moment of
its acceptance. In the case of registered End-User who are Consumers, the
amended provisions of the Agreement become binding no earlier than from the moment
of the acceptance of the amended Agreement by the Consumer. During the next
logging into the account the End-User shall be asked to read and accept the
amended Agreement. If the End-User does not accept the amended Agreement, the
agreement may be terminated in accordance with the provisions of the Agreement
within fourteen (14) days of receiving the amended Agreement. During the period
of notice the previous provisions of the Agreement shall apply.
12.4 <MSP/CPO>/LMS has the right upon
the implementation of the Agreement to engage subcontractors. <MSP/CPO>
shall also have the right upon execution of the Agreement to engage LMS or to
transfer the rights and obligations under this Agreement in part to LMS.
12.5 If any
provision of these End-user Agreement for whatever reason were to be invalid or
void or were to be annulled, the other provisions remain fully effective and
parties will, in mutual consultation, provide for a substitute provision
whereby the purpose and tenor of the provision that is to be replaced will be
maintained as much as possible.
12.6 The applicable law to this Agreement
shall be Dutch law. However, the choice of the Dutch law does not deprive the Consumer –
End-User concluding this Agreement of his rights and protection under mandatory
provisions of the law of his country of habitual residence (which – in the
absence of the abovementioned choice of law – would have been applicable to
this Consumer-End-User and Agreement with him). The Consumer – End-User may
rely on such a legal protection, which shall be always respected and applied by
<MSP/CPO>, LMS.
12.7 Apart of the case where exclusive court
competence is provided by law and apart of disputes with Consumers – End-Users,
any dispute shall be submitted to the jurisdiction of the competent Court of
law in Rotterdam (the Netherlands).
Annex
I Self-billing agreement and authorization
1.
The Parties hereby agree that, because of the scope of Assignment
provided under EUA, LMS shall be entitled to prepare self-billed VAT invoices
on behalf of the CSO for the payment of any remuneration due to CSO for any
supplies / services made to LMS in accordance with the terms and conditions of
the Agreement. The provisions of this Annex 1 constitute a self-billing
agreement as referred to in in Articles 35(2) together with 34c of the Dutch VAT
Act (Wet Omzetbelasting 1968) concluded by and between End-User,
being CSO and LMS.
2.
The invoice issued by LMS in self-billing procedure must contain an
information included by LMS that the invoice is issued in the name and on
behalf of the CSO (i.e., the taxpayer specified in the invoice as the seller)
and a note “self-billing”. The numbering of these invoices will be according to
the order in which they are issued by LMS, i.e., LMS applies their own
numbering scheme. LMS will issue an invoice in the name and on behalf of the
CSO in electronic form, to which the CSO hereby agrees.
3.
Taking the above into account, LMS agrees to:
a.
issue self-billed invoices for all supplies/services made to them by the
CSO in respect of the remuneration;
b.
complete self-billed invoices showing the CSO’s name, address and VAT registration
number, together with all other details which constitute a full VAT invoice;
c.inform CSO if the issue
of self-billed invoices will be outsourced to a third party.
4.
CSO warrants that it is a taxpayer registered for VAT and agrees:
a.
to accept invoices issued by LMS and not to terminate the authorisation
to issue invoices under the self-billing scheme described in this Annex until
the expiry of the Agreement;
b.
not to issue any sales invoices for the transactions covered by this
Agreement and self-billing agreement as described herein;
c.to notify LMS
immediately, not later than within one (1) business day if CSO changes its VAT
registration number, or ceases to be VAT registered, or sells their business,
or part of their business.
5.
LMS represents to issue invoices, correction invoices and duplicate
invoices in accordance with the regulations that apply in this regard, in
particular the Dutch VAT Act (Wet Omzetbelasting 1968) and the executive
provisions issued based thereon.
6.
Parties are obliged to comply with the procedure for the verification
and approval of individual invoices by the CSO as it is specified below:
a.
Each invoice issued in accordance with this Annex by LMS under the CSO’s
self-billing authorisation will be available for the CSO to download from the
Platform or will be made available electronically, i.e., sent to the CSO’s
e-mail address.
b.
Invoices posted on the Platform will be
made available in PDF format and by enabling the CSO to download those
invoices, the taxpayer will be allowed to store invoices, correct invoices and
make duplicates of these documents.
c.LMS must inform the CSO
via the Platform or by email that an invoice has been issued in their name and
on their behalf and that they may comment on the contents of the invoice within
three (3) working days as of the issue of the invoice.
d.
The invoice will be deemed approved by the CSO if the CSO makes no
remarks to its contents within three (3) working days as of the issue of the
invoice.
e.
If an error is found in an invoice, the CSO must immediately notify LMS
by sending an information about the type of errors found by e-mail to the LMS’s
address.
This Annex – a self-billing agreement – shall commence and be valid for
the time of the Agreement between <MSP/CPO> and End-User, unless
terminated earlier by the Parties in accordance with the Agreement. This
self-billing agreement may be terminated only together with the Agreement.
Annex II. Technical requirements and
security measures
1. ELECTRIC
VEHICLE
The charging Service at a given Charging
Station shall be available exclusively to holders of Electric Vehicles which
meet the technical requirements of such a Charging Station, as indicated in the
App, on the Website and in the manual for the Charging Station.
2. USER
PROFILE
Registration of an account on the Website
or in the App is necessary to use the Services provided for registered
End-Users. Use of the charging Service by an unregistered EV Driver does not
require User profile registration.
3. WEBISTE
In order to use the Services on the
Website, the EV Driver shall have computer equipment or a mobile device with
access to the Internet and a web browser meeting the standards indicated by
<MSP/CPO>,LMS. It may also be necessary to enable necessary cookies to
properly provide the Services.
4. E-MAIL
ADDRESS
In order to use the Services, the
End-User must have an active email address.
5. MOBILE
APP REQUIREMENTS
In order to use the Services available in
the Mobile App EV-Driver needs to have a mobile device equipped with an Android
operating system version 5.1 or higher or iOS operating system version 11.0 or
higher (in accordance with the requirements indicated in the applicable mobile
application distribution channel) with access to the Internet, download and
install the App. In order to use the App on an ongoing basis an Internet
connection shall be required.
6. CHARGING
POINTS
In order to be covered by the Services,
the Charging Stations and Private Charging Points must meet the
communication standards required for the <MSP/CPO> Platform (OCPP
communication protocol) and be equipped with a SIM card.
SIM cards are provided by the
<MSP/CPO> and delivered - within (indicate specific country) -at the
<MSP/CPO>’s own expense, unless otherwise specified in the Agreement. The
installation of the SIM cards in the Charging Station or Private Charging
Point, the adjustment of the Charging Station or Private Charging Point to the
possibility of communication with the Platform and the performance of
integration tests are the responsibility of the End-User, unless otherwise
specified in the Agreement. The End-User also bears the costs of
telecommunication services connected to the Charging Station or Private
Charging Point communication with the Platform. SIM cards remain the property
of the <MSP/CPO>. Hosting subscription charging pole Service may be
rendered only after prior proper installation - by CSO - of the SIM card and
integration of the Charging Point with the Platform (including the integration
test conducted by CSO, where required).
7. ADDITIONAL
TECHNICAL REQUIREMENTS
If necessary, the <MSP/CPO>
shall provide the EV Drivers with additional information regarding technical
measures to protect the account, the Service and other digital content
provided, as well as information relevant to the interoperability of the
Services with the EV Driver’s computer hardware and software.
8. SECURITY
<MSP/CPO>, LMS and their
subcontractors, take a number of measures to secure data processed on the
Website at the highest possible level, including by using data transfer
security, securing websites and software against cyber-attacks, and updating used
IT tools. In particular, SSL encryption (used to secure data transmission over
the Internet), SEPA integration protocol (banking interface), are used in
connection with Services.
9. NOTICE
OF RISKS
Although the <MSP/CPO>,LMS use all
appropriate security measures, the End-User should keep in mind that no
security measure can eliminate 100% of all risks and threats, especially those
related to the use of the Internet or mobile devices as such. Such risks may
include malware, spyware, SPAM, phishing, hacking and cryptanalysis. Also, the
manner in which End-User uses the Services, including, but not limited to,
exercising caution when using the Internet, and having your own anti-virus
software, affects the level of risk to services provided electronically.
10. PROHIBITION
The User may not introduce to the Website
content of an unlawful nature, violating the law or good morals, including in
particular the introduction of any malicious software or tracking software.
11. BREAKS
<MSP/CPO> informs that temporary
interruptions in the operation of the Website or the App, are possible for the
purpose of carrying out maintenance, repair and development works, in
particular for the purposes of updating and expanding the Website or the App -
provided that the scope of work justifies such a break .
<MSP/CPO>, respectively, will
inform the End-Users in advance of any planned interruptions in the operation
of a given Service. Interruptions in the availability of the Services may also
occur for other reasons beyond the control of the <MSP/CPO>, LMS ,
including interruptions in electricity supply, Internet, telecommunications
problems, communication problems or other external causes. <MSP/CPO> will
notify End-Users about such failures or external obstacles that may affect the
availability of the Services, immediately after receiving information about
such circumstances.
12. UPDATES
<MSP/CPO> informs that the User
Profile (on the date of its registration and activation) and the App (on the
date of its installation) are made available to the End-User as the latest
available versions thereof.
The App and the User Portal may be
updated from time to time, in particular in order to implement technological
changes, new functionalities, changes to the security features used, as well as
to maintain the compatibility of the Services provided with the Agreement.
Whenever an update of the Application or the User Portal is required by
<MSP/CPO>, or is otherwise necessary for the correct use of the Services,
such update shall be made available to the End-User at no additional cost. The
use of an updated App generally requires that the updated version of the App is
installed on the mobile device in accordance with clause 5 above. If
<MSP/CPO> indicates that an update is required, this means that if the
update is not installed, the availability of the Services or functionality may
be restricted, access to the Account may be limited, the effectiveness of
security may be impaired or other malfunctions of the Services may occur.
<MSP/CPO> will provide reasonable advance notice of required updates.
<MSP/CPO>, LMS shall not be liable for any non-compliance of the Services
with the Agreement resulting from the End-User's failure to install the
required update within the indicated timeframe or, failing that, within a
reasonable time.