These are the Terms of Service of EVBox B.V., a private limited company under the laws of The Netherlands. EVBox B.V. is registered at the Dutch Chamber of Commerce under number: 32165082.
Currently applicable version as of 1 November 2023
Terms of Service
These Terms of Service are used by EVBox B.V. (”EVBox”), located at Kabelweg 47, 1014 BA Amsterdam, the Netherlands, and registered under no. 32165082 at the Dutch Chamber of Commerce.
If any person is using the Services on behalf of an organization or entity (i) these Terms of Service apply to that organization and not to that person directly; and (ii) that person is entering into the Agreement with EVBox on behalf of that organization or entity, that person represents and warrants that it is authorized to agree to these Terms of Service on that organization or entity’s behalf and bind them to these Terms of Service.
The applicability of any of Customer’s purchasing terms or other general or specific terms and conditions is explicitly rejected.
1.1. In these Terms of Service, capitalized terms shall have the meaning given to them in this Clause 1 and as otherwise capitalized in these Terms of Service:
1.1.1. “Affiliate”: Means a legal entity that controls, is controlled by, or is under common control with a party, where “control” is defined as owning more than 50% of the voting shares of such entity.
1.1.2. Agreement: Means the Order Form and these Terms of Service.
1.1.3. Authorized User: (i) means an employee, agent, contractor or service provider of Customer or its Affiliates; and (ii) a customer (including its employees, agents, contractors, or service providers) of Customer or its Affiliates; that Customer has or its customers have registered to access and use the Services.
1.1.4. Confidential Information: Means any business or technical information disclosed by one party to the other party, provided that it is identified as confidential at the time of disclosure or under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
1.1.5. Customer: Means the person who purchases Services from EVBox.
1.1.6. GDPR: means General Data Protection Regulation, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC, to be directly applicable from the 25th of May 2018 onwards in the member states of the European Union.
1.1.7. Effective Date: Means the start date of the provision of Services as depicted in the Order Form, or, if no start date is included in the Order Form, the date when EVBox starts the provision of Services.
1.1.8. Intellectual Property Rights: Means patent rights (including, without limitation, patent applications and disclosures), copyrights, database rights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.
1.1.9. Order Form: Means the method by which Customer orders Services, which is either a web-interface where Customer orders Services, or a document that is signed by both Customer and EVBox.
1.1.10. Charging Station: Means a facility, including all associated and underlying installations, where a vehicle can be charged.
1.1.11. Services: Means (i) the cloud-based platform delivered and accessible through the Site or API’s through which EVBox provides Charging Station management services, (ii) services that are related to the Charging Station management services; and (iii) other services as described in the applicable Order Form, eg. to configure and roll-out Services to Customer and Authorized Users.
1.1.12. Site: Means EVBox’s website located at: https://evbox.everon.io or any other location as provided by EVBox.
2.1. Services. In consideration of Customer paying to EVBox the fees and subject to the terms of this Agreement, EVBox hereby grants to the Customer, from the Effective Date, a non-exclusive, non-transferable, non-sublicensable license during the Initial Term and any Renewal Term to access the Services solely for its own business purposes.
2.2. Cooperation and assistance. Customer will cooperate with EVBox in good faith and provide to EVBox the information and personnel that EVBox reasonably requests and requires to provide the Services.
2.3. Authorized Users. Customer will keep its user IDs and password for the Services confidential and will be responsible for all actions taken under an Authorized User’s account, whether or not the Authorized User and Customer are in an employer-employee relationship. Customer will comply with all applicable laws, rules and regulations in connection with its use of the Services. Customer will promptly notify EVBox of any suspected violation of the Agreement by an Authorized User and will cooperate with EVBox to address the suspected violation. EVBox may suspend or terminate any Authorized User’s access to the Services upon notice to Customer in the event that EVBox reasonably determines that such Authorized User violated the Agreement.
2.4. Inactive account deletion. EVBox reserves the right to permanently delete inactive accounts, its activity and its Data. An inactive account is an account that has not been used for a period as communicated by EVBox.
2.5. Restrictions. Customer will not allow anyone other than Authorized Users to access or use the Services from Customer’s accounts. Customer will not and will ensure that its Authorized Users do not: (i) attempt to interfere with or disrupt the Services (or any related systems or networks) or use the Services other than directly for Customer’s benefit; (ii) copy, modify or distribute any portion of the Services; (iii) rent, lease, or resell the Services; or (iv) transfer any of its rights hereunder. In addition, Customer will not reverse-engineer or access the Services in order to build a derivative or competitive product or service.
2.6. Changes. As part of EVBox’s continuous evolution of its services, EVBox makes modifications to its Site and Services, such as adding or removing features and functionalities, or offering new digital services or discontinuing old ones. If a modification materially affects Customer’s ability to use EVBox’s Services, or if EVBox stops offering a service as part of its Services altogether, EVBox will provide Customer with reasonable advance notice, except when EVBox makes modifications (i) to prevent abuse or harm; (ii) in response to a legal requirement; or (iii) to address security issues.
2.7. Charging Station updates. EVBox reserves the right to provide and install Charging Station firmware updates and upgrades on Customer’s EVBox Charging Station that is connected to the EVBox Everon Network.
2.8. Changes free Services. For any free Services, Clause 2.6 does not apply and EVBox reserves the right at any time to modify or discontinue the free Service (or any part or content thereof) without notice. EVBox is not liable to Customer or to any third party for any modification, suspension or discontinuance of the free Service.
2.9. Maintenance. EVBox is entitled to temporarily interrupt the provision of the Services, or part thereof, for the duration of any planned or unplanned maintenance. EVBox aims to keep the impact as minimal and the duration of the interruption as short as possible for Customer.
2.10. Data. All data that is generated by Customer’s use of the Services, the Charging Station, a vehicle, or through a public or private charging session (together called “Data”), may be accessed, processed, and otherwise used by EVBox and its Affiliates as necessary to perform and fulfil its obligations under the Agreement and to comply with applicable laws and/or a court order. In the unlikely scenario that any Data is lost or corrupted by fault of EVBox, EVBox will use commercially reasonable efforts to restore such Data. As such, EVBox’s efforts to restore lost or corrupted Data pursuant to this section shall constitute EVBox’s sole and exclusive liability and customer’s sole and exclusive remedy in the event of any loss or corruption of Data. EVBox’s processing of personal data is governed by Clause 5 of these Terms of Service.
2.11. Information Security. EVBox will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Services or Data. EVBox, however, will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond EVBox’s control.
2.12. Analytical Data. EVBox and its Affiliates may collect and analyze Data and other information relating to the provision, use and performance of the Services and related systems and technologies therefrom (“Analytical Data”) to improve and enhance its products and services. Nothing in the Agreement prevents EVBox from collecting, analyzing, storing, or disclosing any data and information regarding the Services or the usage thereof, provided that such data and information are anonymized and aggregated, and do not identify the Customer or Customer’s confidential Information.
2.13. Feedback. At its option, Customer may provide feedback or suggestions about the Services. If Customer provides feedback, then EVBox and its Affiliates may use that feedback without restriction and without obligation to Customer.
2.14. Suspension. EVBox may temporarily suspend Customer’s and any Authorized User’s access to any portion of or all the Services if EVBox determines that:
2.14.1. Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the Site;
2.14.2. the Site is under attack or threat of attack;
2.14.3. Customer materially or repeatedly breaches the Agreement;
2.14.4. it is required to do so to comply with a legal requirement or court order.
2.14.5. EVBox shall not be liable to Customer where it suspends Customer’s access to the Services in accordance with the above.
3.1. Fees. Customer will pay to EVBox the fees, without offset or deduction, in accordance with the terms set forth in the applicable Order Form(s) and this Clause 3. Unless otherwise agreed in the Order Form, EVBox may adjust the fees once per calendar year by providing an advance notice of 30 calendar days.
3.2. Taxes. All fees and other amounts stated or referred to in the Agreement are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on EVBox’s net income.
3.3. Invoices and payment. All Recurring Fees shall be invoiced at the start of each of the recurring periods by EVBox, unless otherwise stated in the applicable Order Form. “Recurring Fees” shall, for this purpose, mean a payment model where EVBox charges Customer at predefined intervals. All non-recurring fees shall be invoiced based on the effective Services rendered. Customer accepts that EVBox has the option to send electronic invoices and/or invoices by email, if allowed under applicable laws. If no automatic payment method was agreed and unless otherwise agreed, Customer shall pay each invoice submitted by EVBox within thirty (30) calendar days after the invoice date. All payment obligations are non-cancellable, and other than as provided in the Agreement; all amounts paid are non-refundable. EVBox will be entitled, in its sole discretion, to withhold performance and discontinue Customer’s access to the Services until all undisputed amounts past due are paid in full, and/or to terminate the Agreement.
3.4. Late payment. If Customer fails to pay an amount by the due date for any reason, it shall automatically be in default by operation of law without any further notice being required. EVBox may assign the collection to a collection agency at any time starting from the moment Customer is in default. In that event and notwithstanding any other rights and remedies EVBox may have under applicable law, EVBox shall be entitled to charge Customer (i) interest on all due and unpaid amounts from the due date of the unpaid invoice at a rate of 1% (one percent) per month above the statutory interest for commercial agreements applying under applicable law; and (ii) all reasonable administrative, internal, and extrajudicial collection cost. The extrajudicial collection costs amount to 15% of the outstanding invoice amount, with a minimum of EUR 40 (forty euro), or an equivalent amount in the agreed currency.
4.1. Unless indicated otherwise, all Intellectual Property Rights related to the Services and Analytical Data are owned by EVBox and/or its licensors and suppliers.
4.2. Usage of any trade names, logos, trademarks, services marks and other marks of EVBox is subject to EVBox’s prior written approval. Any goodwill arising out of the use shall inure to the benefit of EVBox.
4.3. Customer agrees not to remove or obscure any EVBox logo or copyright notice in the Services.
5.1. In case a party to this Agreement Processes any Personal Data of the other party and/or of third parties in connection with the Agreement, it will Process such data in compliance with the applicable data protection laws. Each party will ensure it has the appropriate legal bases and notices in place to ensure lawful Processing of the Personal Data for the duration and purposes of the Agreement. Each Party shall take appropriate technical and organizational measures against accidental loss or destruction of, such Personal Data and any unauthorized or unlawful Processing of such data.
5.3. Where EVBox is a Processor (as may be indicated in the Order Form or any related agreements), the parties will enter into a separate data processing agreement substantially in the form provided by EVBox.
5.4. Customer will have in place appropriate technical and organizational measures to ensure secure, permitted, and appropriate use of the Services, regardless of whether Personal Data are processed.
5.5. The capitalized terms used in this Clause 5 have the meaning set out below, or, if not defined, have the meaning given to them in the GDPR.
6.1. Use and nondisclosure. A receiving party will not use the disclosing party’s Confidential Information except as necessary under the Agreement and will not disclose Confidential Information to any third party except: (a) to those of its employees and subcontractors who have a business need to know such Confidential Information; provided that each such employee and subcontractor is bound to confidentiality restrictions consistent with the terms set forth in the Agreement. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party uses with respect to its own confidential information and in no event less than a reasonable standard of care. The provisions of this Clause 6.1 will remain in effect during the Initial Term and Renewal Term and for a period of three (3) years after the expiration or termination thereof, except with regard to trade secrets of the disclosing party, which will be held in confidence for as long as such information remains a trade secret.
6.2. Exclusions. The obligations and restrictions set forth in Clause 6.1 will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of the Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
6.3. Permitted disclosures. The provisions of this Clause 6 will not restrict either party from disclosing the other party’s Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that to the extent legally permitted, the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request; (ii) on a confidential basis to its legal or professional financial advisors; (iii) to its Affiliates on a need-to-know basis; and (iv) as required under applicable securities regulations.
6.4. Injunctive relief. The receiving party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone may not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
7.1. Warranty. EVBox warrants, solely to Customer, that the Services will materially conform to the description set forth in the Agreement under normal use and circumstances when used consistently with the terms of the Agreement and EVBox’s instructions.
7.2. Disclaimer. Except as expressly provided in the Agreement, EVBox makes no representations or warranties of any kind whatsoever, express or implied, in connection with the Agreement or the Services and EVBox hereby disclaims any implied warranties of merchantability, accuracy and fitness for a particular purpose, and any warranties arising from course of dealing or usage of trade. EVBox disclaims any warranty that the Services will be error free or uninterrupted or that all errors will be corrected. No advice or information, whether oral or written, obtained from EVBox or elsewhere shall create any warranty not expressly stated in the Agreement. Customer assumes sole responsibility and liability for results obtained from the use of the Services and for conclusions drawn from such use. EVBox will have no liability for any claims, losses, or damages caused by errors or omissions in any Data or other information provided to EVBox by Customer in connection with the Services or any actions taken by EVBox at Customer’s direction. EVBox will have no liability for any claims, losses or damages arising out of or in connection with Customer’s or any Authorized User’s use of any third-party products, services, software or web sites that are accessed via links from within the Services.
7.3. Customer compliance with laws. Customer warrants that it shall at all times comply in all material respects with all local laws, ordinances, regulations, and orders that are applicable to the Agreement and Customer’s use of the Services.
8.1. Term. The Agreement will commence on the Effective Date and continue for the period specified in the Order Form (the “Initial Term”), unless terminated earlier as provided in the Agreement. Thereafter, the Agreement shall automatically renew for subsequent periods that are the same as the period of the Initial Term (the “Renewal Term”), unless otherwise agreed in the Order Form and unless a party notifies the other party in writing of its intent not to renew at least ninety (90) days prior to the end of the then-current term. If a party provides timely notice of its intent not to renew the Agreement, the Agreement shall expire at the end of the then-current Term.
8.2. Termination for cause. Either party may terminate the Agreement upon written notice if the other party breaches any material terms of the Agreement and fails to correct the breach within thirty (30) days following written notice from the non-breaching party specifying the breach.
8.3. Termination free Services. For any free Services, Clauses 8.1 and 8.2 do not apply and the Agreement is effective until terminated by either party. Customer may stop using the free Services at any time. EVBox may terminate the Agreement for free Services and Customer’s use of the free Service at any time, for any reason at EVBox’s sole discretion.
8.4. Termination upon bankruptcy or insolvency. Either Party may, at its option, terminate the Agreement immediately upon written notice to the other Party, in the event that:
8.4.1. the other party becomes insolvent or unable to pay its debts when due;
8.4.2. the other party files a petition in bankruptcy, suspension of payment, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing;
8.4.3. the other party discontinues it business; or
8.4.4. a receiver is appointed or there is an assignment for the benefit of such other party’s creditors.
8.5. Effect of termination. Upon expiration or termination of the Agreement, EVBox may immediately end Customer’s and Authorized Users’ access and use the Services and each will then immediately cease all use of the Services.
8.6. Survival. The rights and obligations of EVBox and Customer contained in Clauses: 2.12 (Analytical Data), 2.13(Feedback), 3 (Fees, expenses and payment), 4 (Proprietary Rights), 5 (Personal data), 6 (Confidentiality), 8.5 (Effect of expiration or termination), 8.6 (Survival), 9 (Limitation of Liability), and 10 (General) will survive any expiration or termination of the Agreement.
9.1. Excluded claims. Nothing in the Contract shall limit or exclude a party’s liability for fraud, gross negligence or willful misconduct.
9.2. Exclusion of damages. Neither party shall be liable to the other for any indirect, immaterial or consequential damages, such as but not limited to loss of production, loss of profits, loss of income, non-realisation of expected savings, loss of an opportunity, loss of customers, claims of customers or other third parties, damages as a result of loss and/or corruption of data or software, loss of goodwill and reputational damage, downtime costs and similar financial or economic losses.
9.3. Exclusion of liability. EVBox is not liable for any damages or costs incurred by Customer or third parties because of Customer’s violation of its obligations under the Agreement, Force Majeure events, or because of an act or omission by Customer or a third party.
9.4. Total Liability. To the fullest extent permitted by law, except for excluded claims set forth in Clause 9.1 (for which there shall be no cap on liability), EVBox’s aggregate liability under the Agreement will not exceed the amount paid by Customer to EVBox during the twelve months prior to the event or events giving rise to liability or € 10,000, whichever is lower.
10.1. Waiver. EVBox’s failure to exercise or delay in exercising a right or remedy provided by the Agreement shall not constitute a waiver of such right or remedy or a waiver of other rights or remedies, nor shall any single or partial exercise thereof preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any waiver by EVBox in respect of failure to comply with the provisions of the Agreement shall be made in writing and such waiver shall not operate against EVBox as a waiver of any right or remedy in respect of any subsequent failure to comply.
10.2. Entire agreement. Unless explicitly agreed in writing between the Parties, the Agreement constitutes the entire agreement and understanding between the parties in respect of its subject matter and supersedes any previous agreement, warranty, statement, representation, understanding, or undertaking. The applicability of any of Customer’s purchasing terms or other general or specific terms and conditions is expressly rejected, unless explicitly agreed otherwise by EVBox in writing.
10.3. Amendments. Amendments or supplements to the Agreement are only valid and effective if agreed upon in writing between parties, except as explicitly otherwise set forth in the Agreement.
10.4. Assignment. Customer may not assign its rights and obligations under or otherwise transfer the Agreement without prior written consent of EVBox. Any attempt to assign in breach of this Clause is void in each instance. EVBox may assign the Agreement (or any of its rights and obligations under the Agreement) (i) to its Affiliates or (ii) in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction.
10.5. Severability. If any provision of the Agreement is or becomes illegal, invalid, or unenforceable, this shall not affect the legality, validity, or enforceability of any other provision of the Agreement; and if such provision would be legal, valid, or enforceable to the extent some part of it were deleted, such provision shall apply with the minimum modifications necessary to make it legal, valid, or enforceable.
10.6. No relationship between the parties. Nothing in the Agreement will be construed to create a partnership, joint venture or agency relationship between the parties.
10.7. No exclusivity. Nothing in the Agreement shall prevent EVBox from entering into similar agreements with third parties, or from developing, using, selling or licensing any documentation, products and/or services similar to those provided under the Agreement.
10.8. Force majeure. "Force Majeure" means (i) if a party can successfully invoke a force majeure event under Dutch law; and (ii) any event which is beyond the reasonable control of a Party and which impacts the execution of its obligations under the Agreement, including natural disasters, extreme weather conditions, fire, riots, war and military operations, national or local emergency situations, acts or negligence of the government, import, export and/or transit prohibitions, economic disputes of any nature whatsoever, strikes or other labor actions, flooding, lightning, explosions, collapses, disruptions in traffic or power networks, pandemics and epidemics, global shortages, the reduced or non-functioning of internet, networks, systems or equipment of third parties and the consequences of all of the above, as well as any act of negligence of a person or entity which is outside of the reasonable control of that Party. Except with respect to payment obligations, neither party shall be in breach of the Agreement nor liable for delay or failure to comply with its obligations under the Agreement if this delay or failure was the result of Force Majeure, including a Force Majeure affecting third parties and Affiliates.
10.9. No third-party beneficiaries. The Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to the Agreement may enforce it.
11.1. Governing law. The Agreement is exclusively governed by the laws of the Netherlands without regard to its conflict of law provisions.
12.1. Jurisdiction. Each party irrevocably agrees that the competent court of Amsterdam, the Netherlands has exclusive jurisdiction over any dispute or claim arising out of or in connection with the Agreement.
12.1. Mandatory provisions consumer law. If Customer is a consumer under any mandatory consumer laws, you will benefit from any mandatory provisions of the law of the country in which you are being provided a Service. Nothing in these Terms of Service, including Clause 12, affects your rights as a consumer to rely on such mandatory provisions of local law.
12.2. No consumer arbitration board. Consumer information in accordance with local transpositions of EU Directive 2013/11: We are not obliged and neither do we have the intention to participate in dispute resolution proceedings before a consumer arbitration board.
12.3. Online dispute resolution. Consumer information in accordance with Regulation EU No. 524/2013: For the purpose of settling consumer disputes out of court, the European Commission has set up a platform for online dispute resolution (ODR). The ODR platform can be reached at http://ec.europa.eu/consumers/odr/.
12.4. Contact. If you have any questions about the Services or these Terms of Service, please contact us at https://help.evbox.com, tel +31 88 7755 444, or firstname.lastname@example.org.
We are EVBox B.V. (“we”, “our”, “us”, ”EVBox”), located at Kabelweg 47, 1014 BA Amsterdam, the Netherlands, and registered under no. 32165082 at the Dutch Chamber of Commerce.
These Charging Services Terms for CPO’s apply in addition to the Terms of Service when you sell Charging Services to us, that we sell onwards to End-Users. In case of inconsistencies between the terms of the Terms of Service and these Charging Services Terms for CPO’s, the terms of these Charging Services Terms for CPO’s prevail. You may only act as a CPO within the EVBox Everon Network if you are a validly registered organization or entity and have accurately provided your organization or entity details in our Application(s).
The applicability of any of your purchasing terms or other general or specific terms and conditions is explicitly rejected.
In these Charging Terms for CPO’s, capitalized terms shall have the meaning given to them in this Clause and as otherwise capitalized in these Charging Terms for CPO’s:
13.1. “Application(s)” means our iOS or Android applications and web interface.
13.1.1. “Charging Service” means the sale or provision of electricity, including related services, to End-Users, through a Public Charging Station that is part of the EVBox Everon Network.
13.1.2.“Charging Station” means a facility, including all associated and underlying installations, where a vehicle can be charged.
13.1.3. “CPO” or “Charge Point Operator” means the entity that is responsible for the management and operation of a Public Charging Station.
13.1.5. “End-User” means a physical or legal person purchasing a Charging Service for direct use in a vehicle.
13.1.6. “EVBox Everon Network” means all the Public Charging Stations that are part of our roaming network and made publicly accessible to End-Users.
13.1.7. “Invalid Charging Services” means (i) all Charging Services that are not Valid Charging Services; and/or (ii) any Charging Services transaction data that you have provided to us that is older than 90 days.
13.1.8. “Public Charging Station” means a Charging Station that you have activated for public access by End-Users.
13.1.9. “Roaming Partners” means the (mobility) service providers whose registered End-Users are authorized to consume Charging Services on Public Charging Stations that are part of the EVBox Everon Network.
13.1.10. “Tariff” means the rate which applies at a Public Charging Station for the provision of Charging Services.
13.1.11. “Valid Charging Services” A Charging Service is valid if (i) the registered volume of the charging session is minimal 0kWh and maximum 350kWh (in case of charging trucks it may be higher); and the time length of a charging session is longer than 2 minutes, or the volume is higher than 0.2kWh.
14.1. Operator of Public Charging Stations. By offering End-Users Charging Services at your Public Charging Stations, you agree to be considered as the CPO of such Public Charging Stations under applicable law, and that the Public Charging Stations will be accessible to End-Users in accordance with the terms and conditions set out below.
14.2. Providing Charging Services. Charging Services are provided in accordance with the so-called “ABC”-model. This means that you (A), as operator of the Public Charging Station, sell that Charging Service to us (B) for the agreed price and we resell it to the End-User or Roaming Partner (C) in our own name and for our own account for the final price that we freely agree with the End-User or Roaming Partner. The electricity will flow directly from your operated Public Charging Station to the End-User’s vehicle.
14.3. Tariffs. As the operator of a Public Charging Station, you can set the Tariff(s) applying to Charging Services provided through your Public Charging Station(s), but we remain entitled to determine the resale price to the End-User or Roaming Partner. You are entitled to provide a recommended resale price for the Charging Services. The recommended resale price is the price as provided by you in the platform.
14.4. Warranty & Indemnity. By operating a Public Charging Station, you hereby (i) warrant that you have full control over the Charging Stations; (ii) indemnify us on demand for any losses or damages we or any third parties suffer in relation to the Public Charging Station that are operated by you and in relation to the Charging Services you have provided, including without limitation where an End-User carries out a fraudulent or otherwise unauthorized transaction; and (iii) warrant that the Charging Stations used to provide the Charging Services, and the Charging Services themselves, comply with all applicable laws including any technical, regulatory, or safety requirements and standards.
15.1. Payment for Charging Services. Within 30 days of the invoice date, we shall pay you the applicable amount(s) for Charging Services that you have provided in the previous month. Only Valid Charging Services qualify for payment. Invalid Charging Services explicitly do not qualify for payment and will therefore be excluded from payments to you.
15.2. Invoices. We reserve the right to apply self-invoicing processes, meaning that we may prepare and send the invoice for Charging Services to you on your behalf. We shall not be obliged to correct the invoices if the information you have provided is inaccurate or if the conditions of invoicing or direct debit are modified by you after issuance of the invoice or payment.
15.3. Disputes. You must raise any disputes on invoices or debited amounts in writing within ten (10) business days after issuance of the invoice or of the debit. Such notice must explain in detail which part of the invoice or of the debit is disputed and the reason. Beyond this period, all amounts are deemed undisputed, fully due and payable by you. You shall not set-off any amount or apply any other form of deduction, unless explicitly permitted by us in writing. The burden of proof to evidence that Invalid Charging Services would be valid, is with you.
15.4. Set Offs. We reserve the right to set-off any amounts you owe us from the payments we make to you for the Charging Services you have provided.
16.1. We shall:
i. Make your Public Charging Stations visible to the person(s) to whom we sell the Charging Services, unless you choose otherwise in the Application;
ii. Provide relevant information to the person(s) to whom we sell the Charging Service (dynamic information about the Public Charging Stations and applicable Tariffs);
iii. Process the data relating to the Charging Services you have provided; and
iv. Give you access to the charge details records relating to the Charging Services you have provided for a minimum period of 24 months after such Charging Services have been provided.
17.1. You shall:
i. Deploy reasonable efforts to ensure the continuous operation of your Public Charging Station;
ii. Ensure a safe operation of the Public Charging Station;
iii. Ensure that information you provide to EVBox is complete, accurate and up-to-date;
iv. Provide us information and materials that we may reasonably require to resell the Charging Services;
v. Provide all reasonable assistance and information required to resolve an incident or problem we have discovered or reported;
vi. Observe and respect all policies and rules of the property where the Public Charging Station is located;
vii. Obtain and maintain all necessary licenses, permissions and consents which may be required for the provision of Charging Services in the country of provision of such services; and
viii. Comply with all applicable laws and regulations, including in the country of provision of the Charging Services.
17.2. In the event of breach of any of the obligations set out in Clause 17.1 and any suspected safety concern in relation to your Public Charging Station(s), you shall:
i. Immediately notify us in writing and shall, without prejudice to our other rights and remedies, assist us, at your own cost and expense, to remedy such breach and to limit its consequences; and
ii. Immediately deactivate any Charging Station that is subject to such a breach or safety concern;
iii. Indemnify, defend, and hold harmless us on demand for damages, costs, or losses sustained or incurred by us or any of our Affiliates, or third parties, in relation to the breach.
17.3. You may only enable Charging Stations on the EVBox Everon Network as Public Charging Stations if you are a legal entity and are acting in the course of a profession or business.
18.2. License. You hereby grant us a limited, non-revocable, non-exclusive, transferable, sub-licensable license to use the information related to the description of your Public Charging Station and the location where your Public Charging Station is located, including static and dynamic information, for the purpose of making your Public Charging Station and its location visible as part of the EVBox Everon Network.
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