Standalone module, v2 (16.10.2026). Applies in addition to the Last Mile Solutions End-User Agreement template and the Last Mile Solutions Terms of Use of the Apps and the Platform, as Annex I. 

PART A – TEXT TO BE DISPLAYED ON SCREEN 

Two screens. Screen A.1 is shown to the administrator of the Fleet Management Company Account when Split Billing is activated for the first time. Screen A.2 is shown to the Fleet EV Driver before an Identifier assigned to that driver is covered by Direct Invoicing (Billing Model B). Part B is the full text, opened from the link in the pop-up and stored in the End-User Account. 

Where the Fleet Management Company acts on behalf of the Employer of the Fleet EV Drivers (clause 1.13, for example the case of a lease company), a third screen, Screen A.3, is shown to the authorized representative of the Employer before Direct Invoicing is activated. 

A.1 Screen for the Fleet Management Company administrator 

Activate Split Billing 

Before you activate Split Billing, please read and accept the Split Billing Terms. In short: 

• Split Billing decides who is invoiced for a charging session. It does not authorise, block or limit charging at the charging point, and it is not a spending limit. 

• You create card groups and attach a billing policy to a group. Every card in the group follows that policy. This is your policy and we do not check it out. 

• A session is classified only after it has finished and its data have reached the Platform, against the budget as it stood when that session started. A session whose data reach the Platform late is counted against the budget of the month in which its data are received, which may be a later month. A session that starts within the budget stays business in full, including the overshoot. 

• Your administrator can reclassify sessions until the invoice run for that period starts. From that moment the period is locked and counts as confirmed, also if nobody did anything. 

• Choose one billing model: everything invoiced to your Fleet Management Company Split Billing Reporting (Model A) or private sessions invoiced directly to the driver (Direct Invoicing). Pool and shared cards are always invoiced to your Fleet Management Company. 

• Under Direct Invoicing, a signed direct debit mandate is required per driver, and a card with an unpaid invoice is blocked as soon as the invoice is overdue, until the amount is settled. We do not send payment reminders to drivers. You inform your drivers of this beforehand. 

• By activating Direct Invoicing, your organisation (or, where you act on behalf of the drivers’ employer, that employer) becomes jointly and severally liable with each driver for the private sessions invoiced to that driver. Any amount we cannot collect from the driver by direct debit within the collection period is invoiced to you, and you may then recover it from your driver yourself, within the limits your national employment law allows. Uncollected amounts are invoiced to you once per quarter, combined on one indemnity settlement invoice. Administrative fees apply only where we have to intervene manually, for example to redirect a driver’s invoice to you, or to correct an error in your configuration or an accidental use of a card (clause 10.5). 

• Your drivers contact you, not us, with questions or disagreements about the classification of their sessions or about their private invoices. You handle those questions, and any complaint about a private invoice that we pass on to you, within 14 days. We do not correct driver’s invoices. 

• Direct Invoicing is available only in the countries shown on the Platform, and only for drivers who have registered, accepted these terms and given a valid direct debit mandate. Getting your drivers through that onboarding is your responsibility. 

• If you manage the cards on behalf of the drivers’ employer (for example as a lease company), Direct Invoicing also requires the employer’s own acceptance of these terms and of the joint liability. You then configure billing policies only on the employer’s instructions, and you do not see the drivers’ private-session data. 

• Under Split Billing Reporting you receive data on your drivers’ private sessions. You may use those data for settling charging costs and the related administrative and fiscal obligations only. 

The tax, payroll and employment-law treatment of a classification is yours. We do not decide it, and we do not advise on it. 

• These terms are an annex to the End-User Agreement, based on the Last Mile Solutions template, that your organisation concludes with the Operator. To activate Split Billing, your organisation accepts that End-User Agreement, including the transfer of invoicing and collection to Last Mile Solutions, and the Last Mile Solutions Terms of Use of the Apps and the Platform. Both are shown to you together with these terms. 

☐ I have read and I expressively accept the Split Billing Terms, the End-User Agreement to which they are annexed and the Last Mile Solutions Terms of Use of the Apps and the Platform, and I am authorised to accept them on behalf of my organisation and to activate Split Billing for it. 

☐ On behalf of my organisation, I confirm that it is jointly and severally liable with its drivers for the payment of invoices for private sessions under Direct Invoicing, as set out in clauses 7.8 to 7.16 of the Split Billing Terms. (Required to activate Direct Invoicing only.) 

[Read the full Split Billing Terms] — [Activate Split Billing] 

A.2 Screen for the Fleet EV Driver (Direct Invoicing only) 

Your private charging will be invoiced to you 

Your employer has activated Split Billing for your charge card. Before your card is covered by it, please read and accept the Split Billing Terms. In short: 

• Your employer sets the rules that decide whether a session counts as business or private. Business sessions are invoiced to your employer. Private sessions are invoiced to you, in your own name. 

• A session is classified after it has finished. Your employer administrator can still correct that classification until the invoice runs for the period starts. 

• You pay your private sessions by direct debit. For that, you give a valid mandate. Your rights towards your bank, including the right to a refund of an authorised collection within eight (8) weeks, are not affected. 

• If an invoice for private sessions is not paid on its due date, the provisions of applicable law on late payment apply, and your access to charging with your card may be limited until the outstanding amount has been received. 

• Your employer is jointly and severally liable with you for your private sessions. If an invoice is not paid, we ask your employer to pay it instead. Your employer may then recover that amount from you, within the limits of the law, but not more than the invoiced amount. 

• Charging is supplied to you as soon as you use your card. You therefore ask us to start supplying straight away and you accept that, once a charging session has been supplied, you can no longer withdraw from it. 

• We do not assess whether your charging was in fact business or private. That is a matter between you and your employer. 

• Questions about your private sessions or invoices, and any disagreement about whether a session is business or private, go to your employer. 

☐ I have read and I expressively accept the Split Billing Terms, the End-User Agreement to which they are annexed (including the transfer of invoicing and collection to Last Mile Solutions) and the Last Mile Solutions Terms of Use of the Apps and the Platform. 

☐ I grant a direct debit mandate for the collection of the amounts due for my private charging sessions. 

☐ I ask for the supply of charging to begin immediately, and I acknowledge that I have no right of withdrawal in respect of charging sessions already supplied. 

[Read the full Split Billing Terms] — [Here below] 

A.3 Screen for the Employer (only where the Fleet Management Company acts on behalf of the Employer) 

Confirm Split Billing for your employees 

[Fleet Management Company name] manages the charge cards of your employees on your behalf and has asked to activate Split Billing with the Direct Invoicing extension. As their employer, you need to accept the Split Billing Terms yourself. In short: 

• Private sessions of your employees are invoiced to them directly by Last Mile Solutions. Business sessions remain invoiced to [Fleet Management Company name]. 

• Your organization becomes jointly and severally liable with each employee for the private sessions invoiced to that employee. Any amount we cannot collect from the employee within the collection period is invoiced to you, and you may recover it from your employee within the limits your national employment law allows. Uncollected amounts are invoiced to you once per quarter, combined on one indemnity settlement invoice, together with any administrative fees relating to them (clause 10.5). 

• You handle the questions, disagreements and complaints of your employees about their private sessions and invoices, within 14 days. We do not send payment reminders, and we do not correct driver invoices. 

• The employment-law, payroll and tax treatment of private charging is yours, including the information of employee representatives, the agreements with your employees and the treatment as a benefit in kind. 

• [Fleet Management Company name] configures the billing policies only on your instructions and does not see the private-session data of your employees. 

☐ I have read and I expressively accept the Split Billing Terms and the Last Mile Solutions Terms of Use of the Apps and the Platform, and I am authorised to accept them on behalf of my organisation. 

☐ On behalf of my organisation, I confirm that it is jointly and severally liable with its employees for the payment of invoices for private sessions under Direct Invoicing, as set out in clauses 7.8 to 7.16 of the Split Billing Terms. 

[Read the full Split Billing Terms] — [Confirm] 

PART B – SPLIT BILLING TERMS 

1. Parties, subject matter and relationship with your existing agreement 

1.1 These Split Billing Terms are concluded between [Operator name, registered office, company registration number, email address] (we, Operator) and you, and govern exclusively the use of the Split Billing functionality made available on the Platform and, where applicable, in the App. 

1.2 In these Split Billing Terms, Agreement means the agreement in force between you and the Operator under which the Operator provides the Services, subject to the Partial Transfer to Last Mile Solutions of the invoicing and collection of Payments. The Agreement is the End-User Agreement based on the Last Mile Solutions End-User Agreement template, in the updated version provided together with these Split Billing Terms, of which these Split Billing Terms form an annex and an integral part. 

1.3 These Split Billing Terms apply in addition to the Agreement. They do not amend the Agreement in any other respect. The scope of the Services, the prices and tariffs, the payment terms, the liability regime, the complaints procedure and the termination provisions of the Agreement continue to apply in full. 

1.4 These Split Billing Terms apply irrespective of which version of the Agreement you accepted. The updated version of the End-User Agreement referred to in clause 1.2 is presented to you together with these Split Billing Terms and must be accepted by you expressly, in accordance with clause 1.9 or clause 7.2. From that acceptance, it replaces the version of the End-User Agreement, or any other agreement for the Services, previously applicable to you. 

1.5 These Split Billing Terms do not modify or cancel the Last Mile Solutions Platform and Apps Terms, available at https://www.lastmilesolutions.com/legal/last-mile-solutions-platforms-and-apps-terms/ but form an integral part of them. 

1.6 These Split Billing Terms apply to: 

• the End-User holding a Fleet Management Company Account for which Split Billing has been activated and which is the Employer of the Fleet EV Drivers concerned or acts on behalf of the Employer (in these Split Billing Terms also referred to as the Fleet Management Company); and 

• the Fleet EV Drivers of that End-User whose Identifiers are covered by Split Billing, including, under Invoicing, in respect of their Private Sessions invoiced to them directly. 

They do not apply to Consumers using the Services outside the scope of a Fleet Management Company Account, nor to charging without registration, nor to charging on an ad hoc basis by means of a payment terminal, a QR code redirecting to a web application or another card-based direct payment method offered at a charging station. 

1.7 Split Billing is an optional functionality. It is activated per End-User on the Platform and may be deactivated in the same way, in each case with effect for the future only. The Operator may make activation conditional upon prior to verification of the End-User and upon the conditions set out in clause 7.3 below being met. 

1.8 Reading and accepting these Split Billing Terms, by ticking the checkbox provided on the Platform or in the App, is a condition of using Split Billing. The Fleet Management Company accepts through the administrator of its Fleet Management Company Account. Under Direct Invoicing, a Fleet EV Driver accepts separately before an Identifier assigned to that driver is covered by Split Billing. 

1.9 Acceptance of the Agreement and of the Last Mile Solutions Terms by the Fleet Management Company. 

Split Billing can only be activated for a Fleet Management Company that has, through the administrator of its Fleet Management Company Account and before activation: 

• accepted the Agreement, being the End-User Agreement based on the Last Mile Solutions End-User Agreement template in the version to which these Split Billing Terms are annexed, including its consent to the Partial Transfer; where a different version of the End-User Agreement or another agreement for the Services previously applied, it is replaced in accordance with clause 1.4; 

• accepted the Last Mile Solutions Terms; and 

• accepted these Split Billing Terms and, where Direct Invoicing is chosen, the Joint Liability or, where clause 1.13 applies, has obtained the acceptance of the Joint Liability by the Employer. 

The administrator confirms that he or she is authorized to bind the Fleet Management Company. The Platform does not allow Split Billing to be activated until each of these acceptances has been recorded, and Last Mile Solutions keeps a record of the version of each document accepted and of the date and time of acceptance. Where the Agreement is concluded outside the Platform, it must include the acceptance of the documents listed above and be concluded before Split Billing is activated. 

1.10 Where the Operator and the Fleet Management Company are different entities, the Operator ensures, in accordance with its obligations towards Last Mile Solutions under the SaaS Agreement (in particular its obligations to align its End-User Agreement with the requirements of Last Mile Solutions, to obtain the consent of its End-Users to the Partial Transfer and to procure their acceptance of the Last Mile Solutions Terms), that the Fleet Management Company is offered and accepts the documents listed in clause 1.9 and that the Agreement it concludes with the Fleet Management Company contains no provision contrary to these Split Billing Terms or to the Last Mile Solutions Terms. The Operator remains responsible towards the Fleet Management Company for the performance of the Agreement. 

1.11 Where the Fleet Management Company is itself the Operator, it accepts the Last Mile Solutions Terms and these Split Billing Terms for the use of its Fleet Management Company Account, and these Split Billing Terms, including the Joint Liability, apply directly between it and Last Mile Solutions, in addition to the SaaS Agreement and to any specific agreement concluded between them for Split Billing. As regards the Fleet Management Company, references in these Split Billing Terms to the Agreement are then to be read as references to the SaaS Agreement and to that specific agreement. 

1.12 The acceptance by the Fleet Management Company of the Last Mile Solutions Terms and of these Split Billing Terms creates rights and obligations directly between the Fleet Management Company and Last Mile Solutions as regards Split Billing, in particular the invoicing and collection of Payments, the blocking of Identifiers and the Joint Liability with the Employer. To the extent necessary, the rights of Last Mile Solutions under these Split Billing Terms are also stipulated in its favour as a third party (in the Netherlands, Article 6:253 of the Dutch Civil Code; in Belgium, the corresponding provisions of Book 5 of the Civil Code), and Last Mile Solutions accepts that stipulation. The Fleet EV Driver accepts the Agreement, the Last Mile Solutions Terms, and these Split Billing Terms in accordance with clause 7.2. 

1.13 Fleet Management Company acting on behalf of an Employer. 

Where the Fleet Management Company is not itself the Employer of the Fleet EV Drivers but holds its Fleet Management Company Account on behalf of the Employer, for example as a lease company: 

• the Fleet Management Company confirms that it is authorized by the Employer to act on its behalf in connection with Split Billing, and configures Card Groups and Billing Policies, reviews and reclassifies Charging Sessions and confirms Classifications only on the written instructions of the Employer; 

• Direct Invoicing can only be activated once the Employer itself has accepted, through a duly authorized representative, these Split Billing Terms, including Joint Liability, and the Last Mile Solutions Terms. By that acceptance the Employer is bound towards the Operator and Last Mile Solutions in accordance with clause 1.12, also where it holds no End-User Account of its own; 

• the Joint Liability is given by the Employer and when the case is by the Fleet Management Company. The Fleet Management Company remains liable for the Business Sessions invoiced to it; and 

• under Direct Invoicing, the Fleet Management Company does not receive data on Private Sessions. The data referred to in clause 12.6 that are needed for the Joint Liability and for the handling of disputes and complaints are made available to the Employer only. 

1.14Where clause 1.13 applies, the provisions of these Split Billing Terms that concern the employment relationship with the Fleet EV Drivers, the Joint Liability, the recovery of amounts from Fleet EV Drivers, the handling of their disputes and complaints and the fiscal, payroll and employment-law consequences of Split Billing apply to the Employer instead of the Fleet Management Company, in particular clauses 3.4, 4.3 (second sentence), 7.3 (first, fifth and sixth bullets), 7.8 to 7.17, 8.4, 12.2 and 13.3. The Employer and the Fleet Management Company are each liable under clause 13.3 for claims arising from their own acts and omissions. 

2. Definitions 

The following definitions apply in these Split Billing Terms. Where the Agreement defines the same term differently, the definition below applies for the purposes of these Split Billing Terms only. 

Administrative Fee 

A fee payable in accordance with clause 10.5 below to cover the administrative costs of a manual intervention outside the automated operation of Split Billing. 

Agreement 

As defined in clause 1.2 above. 

App 

The mobile application, powered by Last Mile Solutions, which is made available to you by the Operator. 

Billing Policy 

A set of Billing Policy Conditions configured on the Platform and attached to one Card Group, on the basis of which each Charging Session conducted with an Identifier belonging to that Card Group is classified as a Business Session or a Private Session. 

Billing Policy Condition 

An individual condition forming part of a Billing Policy, as listed in clause 4.5 below. 

Budget 

A Billing Policy Condition expressed as a monthly allowance, either in kWh or in an amount of money including VAT, against which Charging Sessions are counted in accordance with clause 5 below. 

Budget Period 

A calendar month. A Budget resets on the first day of each calendar month at 00:00 hours (Central European Time or Central European Summer Time, as applicable). 

Business Session 

A Charging Session classified as a business session in accordance with the applicable Billing Policy or reclassified as such in accordance with clause 6 below. A Business Session is invoiced to the Fleet Management Company. 

Card Group 

A grouping of Identifiers created on the Platform, to which one Billing Policy may be attached and whose rules apply to all Identifiers belonging to it. 

Charging Point 

A connection point at a charging station at which one electric vehicle can be charged at a time. 

Charging Session 

A session during which an electric vehicle is charged at a Charging Point with the use of an Identifier. 

Classification 

The determination, after the Charging Session has been completed and its data have been received by the Platform, whether that Charging Session is a Business Session or a Private Session. 

Collection Period 

The period starting on the due date of an invoice issued to a Fleet EV Driver for Private Sessions and ending on the last day of the calendar quarter in which that due date falls or, where that due date falls less than [forty-five (45)] days before the end of that calendar quarter, on the last day of the following calendar quarter, or such other period as agreed in writing between the Fleet Management Company and the Operator or Last Mile Solutions, within which the amount of that invoice is to be collected from the Fleet EV Driver. 

Fleet Management Company 

As defined in clause 1.6 above. 

Fleet Management Company Account 

An End-User Account held by a legal person or by a natural person acting within the scope of a business activity, under which Identifiers can be issued to Fleet EV Drivers. 

Consumer 

A natural person who entered into the Agreement outside the scope of his or her business activity. 

Direct Invoicing 

The extension of Split Billing under which Private Sessions are invoiced directly to the Fleet EV Driver, who in respect of those Private Sessions is an End-User under the Agreement, as described in clauses 3.6, 3.7 and 7 below. 

Driver Mandate 

A valid direct debit mandate, signed by a Fleet EV Driver in accordance with the applicable SEPA scheme rules, authorizing the collection of amounts due for Private Sessions from that Fleet EV Driver’s bank account. 

Eligible Country 

A country indicated on the Platform as a country in which Direct Invoicing is available. A country is designated as an Eligible Country only where Last Mile Solutions, where the Partial Transfer applies, is able to invoice Fleet EV Drivers and collect from them in accordance with the requirements applicable in that country, including those on VAT registration and invoicing, direct debit collection, payment services and consumer protection. 

Employer 

The employer of the Fleet EV Drivers. The Employer is the Fleet Management Company itself or, where clause 1.13 applies, the entity on whose behalf the Fleet Management Company holds its Fleet Management Company Account. 

End-User 

A party to whom the Operator provides the Services under the Agreement, including the Fleet Management Company and, in respect of Private Sessions under Direct Invoicing, the Fleet EV Driver. 

End-User Account 

The individual account, created upon registration on the Platform or in the App, through which the Services are accessed. 

Fleet EV Driver 

A natural person employed by the Employer under an employment contract [, or performing work for it in a comparable capacity, such as a company director,] to whom an Identifier issued under the Fleet Management Company Account is made available by the Fleet Management Company. Under Direct Invoicing, the Fleet EV Driver to whom the Identifier used for a Private Session is assigned is the person to whom that Private Session is attributed and invoiced. In respect of that Private Session, the Fleet EV Driver acts in his or her own name and for his or her own account, is an End-User and, where acting outside the scope of his or her business activity, a Consumer. Being an employee of the Employer does not affect the rights of the Fleet EV Driver as a Consumer. 

Identifier 

The means (such as a charge card, tag, key fob or virtual identifier in the App) by which a Charging Session is initiated and attributed to an End-User Account. 

Indemnity Settlement Invoice 

An invoice issued to the Fleet Management Company in respect of one or more Uncollected Amounts under the Joint Liability, on which the Administrative Fees relating to them are also invoiced. The word “indemnity” is descriptive only and does not alter the nature of the Joint Liability. 

Invoice 

An invoice issued by Last Mile Solutions in respect of the Services. 

Invoice Run 

The process by which invoices for a given period are issued to Fleet Management Companies and, under Direct Invoicing, to Fleet EV Drivers. 

Joint Liability 

The joint and several liability of the Fleet Management Company with each of its Fleet EV Drivers for the payment of the amounts invoiced to that Fleet EV Driver for Private Sessions under Direct Invoicing, as described in clauses 7.8 to 7.16 below. 

Last Mile Solutions 

Threeforce BV, trading under the name Last Mile Solutions, registered office at Zeemansstraat 11, 3016 CN Rotterdam, the Netherlands, company registration number 24360819, email info@lastmilesolutions.com. 

Last Mile Solutions Terms 

The Last Mile Solutions Platform and Apps Terms (Terms of Use of the Apps and the Platform), as defined in clause 1.5 above. 

MSP/Operator 

Mobility Service Provider facilitating access to the Charging Point (Station) and selling Charging Services to the End-User. MSP provides access to the Charging Point (Station) by way of various means of ID, such as an Identifier, or the App. The roles of MSP and Operator may coincide in one entity. Where the entity with which you have concluded the Agreement acts as MSP, references in these Split Billing Terms to the Operator are to that entity, whether or not it also manages and operates Charging Points itself. 

Normalised Consumption 

The basis on which Budgets are measured, calculated in accordance with clause 4.6 below. 

Partial Transfer 

The partial transfer of rights and obligations from the Operator to Last Mile Solutions provided for in the SaaS Agreement as well as in the Agreement and in the Last Mile Solutions Terms, on the basis of which Last Mile Solutions invoices and collects Payments. 

Partner Network 

A network of charging infrastructure of a third party that is accessible with an Identifier under a roaming arrangement. 

Payment 

Any amount owed to the Operator or to Last Mile Solutions in connection with the Services. 

Platform 

The internet platform used by the Operator for registering End-Users including the Fleet Management Company and providing the Services, accessible at [<●>.evc-net.com] and, if applicable, the Operator’s website. 

Pool Card 

An Identifier that is not assigned to one individual Fleet EV Driver, including shared Identifiers and Identifiers assigned to a vehicle rather than to a person. 

Private Session 

A Charging Session classified as a private session in accordance with the applicable Billing Policy or reclassified as such in accordance with clause 6 below. 

Review Period 

The period during which the administrator of the Fleet Management Company Account may reclassify Charging Sessions in accordance with clause 6 below, ending at the moment the Invoice Run for the relevant period starts. 

SaaS Agreement 

The software-as-a-service agreement concluded between the Operator and Last Mile Solutions, including its appendices, in particular Appendix IV (General Terms and Conditions for the use of the Platform by the Purchaser), under which Last Mile Solutions makes the Platform, the App and the invoicing and collection services available to the Operator and on the basis of which the Partial Transfer takes place. 

Services 

The services provided under the Agreement. 

Split Billing 

The functionality described in these Split Billing Terms allows Charging Sessions conducted with a single Identifier to be classified as Business Sessions or Private Sessions and invoiced accordingly. It is offered as Split Billing Reporting and may be extended with Direct Invoicing. 

Split Billing Reporting 

The standard form of Split Billing, under which all Charging Sessions, both Business Sessions and Private Sessions, are invoiced to the Fleet Management Company and their Classification is reported to it, as described in clauses 3.6 and 8 below. 

Uncollected Amount 

An amount invoiced to a Fleet EV Driver for Private Sessions that has not been received in full by the end of the Collection Period, or that has been included in an Indemnity Settlement Invoice at the request of the Fleet Management Company in accordance with clause 7.12. 

3. What Split Billing is, and what it is not 

3.1 Split Billing allows Charging Sessions conducted with a single Identifier to be classified as Business Sessions or Private Sessions on the basis of rules configured by the Fleet Management Company, and to be invoiced to the party determined by the billing model chosen by the Fleet Management Company. 

3.2 Split Billing is a billing and administrative functionality only. It determines whom a Charging Session is invoiced. It does not authorize, restrict, limit or block Charging Sessions at the Charging Point, and it does not operate as a spending limit, a credit limit or a pre-authorization control. 

3.3 An Identifier covered by Split Billing continues to give access to the charging network in the same way as any other Identifier. Exceeding a Budget does not prevent further charging; it only affects the way in which subsequent Charging Sessions are classified and invoiced. 

3.4 The Classification is the mechanical application of the rules configured by the Fleet Management Company itself. It does not constitute tax, payroll, employment or legal advice, and it does not constitute a determination by Last Mile Solutions of the fiscal or employment-law character of a Charging Session. The Fleet Management Company remains responsible for the fiscal and employment-law treatment of the Charging Sessions of its Fleet EV Drivers. 

3.5 Making use of Split Billing does not constitute a new agreement for the Services, does not extend or otherwise alter the payment term applicable under the Agreement or stated on an Invoice, and does not affect the obligation to pay any other amounts due. 

3.6 Split Billing Reporting and Direct Invoicing. 

Split Billing is offered in two forms, between which the Fleet Management Company chooses in accordance with clause 9 below. Under Split Billing Reporting, the standard form, all Charging Sessions remain invoiced to the Fleet Management Company and their Classification is reported to it, as described in clause 8 below; Split Billing Reporting creates no payment obligation of the Fleet EV Drivers towards the Operator or Last Mile Solutions. Direct Invoicing is an extension of Split Billing under which Private Sessions are invoiced directly to the Fleet EV Driver, as described in clause 7 below. 

3.7 The Agreement applies as it stands. 

Under Direct Invoicing, the Fleet EV Driver is, in respect of his or her Private Sessions, an End-User under the Agreement like any other End-User, with all the rights and obligations of an End-User under the Agreement and the Last Mile Solutions Terms, including those concerning registration, prices and tariffs, invoicing and payment, direct debit, late payment and the blocking of Identifiers, complaints, liability, termination and, where the Fleet EV Driver is a Consumer, consumer protection. These Split Billing Terms do not repeat those provisions. They only add the rules that are specific to Direct Invoicing, in particular the Driver Mandate as a condition of Direct Invoicing, the Joint Liability and the role of the Fleet Management Company as point of contact for its Fleet EV Drivers, as set out in clause 7 below, and they prevail over the Agreement in respect of Private Sessions to the extent of any conflict, subject to clause 11.3. The Joint Liability is given in addition to the obligations of the Fleet EV Driver and does not alter the rights and obligations of the Fleet EV Driver under the Agreement. 

4. Card Groups, Billing Policies and their configuration 

4.1 Billing Policies are attached to Card Groups and never to individual Identifiers. An Identifier that belongs to a Card Group is subject to the Billing Policy attached to that Card Group for as long as it belongs to that Card Group. An Identifier may belong to one Card Group at a time. 

4.2 The following applies to the structure of Card Groups and Billing Policies: 

• one Billing Policy may be attached to one Card Group only, and a Billing Policy is never shared between Card Groups; 

• one Card Group may contain any number of Identifiers, all of which inherit the Billing Policy attached to that Card Group; 

• a Card Group may exist without a Billing Policy being attached to it. In that case, no Classification rules apply to the Identifiers in that Card Group, and all Charging Sessions conducted with those Identifiers are invoiced to the Fleet Management Company. 

4.3 The Fleet Management Company is solely responsible for creating Card Groups, for assigning Identifiers to them, for the content of its Billing Policies and for keeping all of the foregoing correct, complete and up to date, including upon any change in the position, duties or employment of a Fleet EV Driver. The Fleet Management Company is responsible for ensuring that its configuration is consistent with the arrangements it has made with its Fleet EV Drivers and with the legal obligations applicable to it, including under employment law, tax law and social security law. Last Mile Solutions does not review, assess or approve the content of a Billing Policy, or verify whether it is appropriate for the Fleet Management Company’s circumstances. 

4.4 A Charging Session qualifies as a Business Session only if it satisfies every condition of the applicable Billing Policy. A Charging Session that fails to satisfy any one of those conditions is classified as a Private Session. 

4.5 A Billing Policy may be composed of one or more of the following Billing Policy Conditions: 

• Country whitelist – only Charging Sessions conducted in the countries listed in the Billing Policy qualify as Business Sessions. A Charging Session conducted in any other country is a Private Session. 

• kWh Budget – a monthly business allowance expressed in kWh, which resets at the beginning of each Budget Period. 

• Monetary Budget – a monthly business allowance expressed in an amount of money, measured on the transaction price including VAT, which resets at the beginning of each Budget Period. 

• Charging type – a condition under which either alternating current (AC) or direct current (DC) charging qualifies as business and the other is classified as private. 

Last Mile Solutions may add or amend these Split Billing Terms at any time in accordance with clause 17 below. Additional or amended conditions apply with effect for the future only. 

4.6 Budgets are measured on Normalized Consumption. Normalized Consumption is calculated by dividing the full price of the Charging Session including VAT – comprising the price of the energy delivered together with any start-up fee, roaming fee, parking fee, idle fee and other charges forming part of the price of that Charging Session – by the number of kWh delivered during that Charging Session. The Fleet Management Company acknowledges that the resulting figure is deliberately higher than the tariff per kWh charged at any individual charging station, because a Budget is intended to cover the full cost of charging and not the cost of the energy alone. 

4.7 A Billing Policy may be amended by the Fleet Management Company at any time. An amendment takes effect from the moment it becomes effective on the Platform and applies to Charging Sessions started after that moment only. An amendment to a Billing Policy never results in the reclassification of Charging Sessions that have already been recorded on the Platform. The same applies to the creation or deletion of a Card Group and to the assignment or removal of an Identifier to or from a Card Group. 

5. Classification of Charging Sessions 

5.1 A Charging Session is classified once it has been completed and its data have been received and processed by the Platform. 

5.2 The Classification is performed in an automated manner, by applying the Billing Policy in force to the Charging Session data received by the Platform, based on the configuration entered by the Fleet Management Company. Last Mile Solutions does not assess whether a Charging Session was in fact conducted for business or for private purposes. 

5.3 Subject to clause 5.7, a Charging Session is assessed against the Budget as it stood at the moment that Charging Session started. Accordingly: 

• a Charging Session that starts while the Budget has not yet been exhausted is classified as a Business Session in full, including the part of its consumption or price by which the Budget is exceeded; and 

• every Charging Session started after the Budget has been exhausted is classified as a Private Session, until the Budget resets at the beginning of the next Budget Period. 

The Fleet Management Company expressly accepts that a single Charging Session is never split between a Business Session and a Private Session, and that a Budget may therefore be exceeded. 

5.4 For the purpose of clause 5.3, Charging Sessions are assessed in the order of their recorded start time. The Classification is performed based on the charge detail records (CDRs) and other Charging Session data received by the Platform from charge point operators, charging station owners and Partner Networks. Those data may reach the Platform with a delay, in the case of Charging Sessions conducted within a Partner Network. A Charging Session whose data are received after the Review Period for the Budget Period in which it started has closed is counted against the Budget of the Budget Period in which its data are received, in accordance with clause 5.7, and is invoiced in the first Invoice Run following receipt of its data. 

5.5 At the beginning of each Budget Period all Budget counters are set to zero, and Charging Sessions are classified again in accordance with the applicable Billing Policy. 

5.6 Charging Sessions conducted with a Pool Card are invoiced to the Fleet Management Company by default, irrespective of the billing model chosen by the Fleet Management Company and irrespective of their Classification. 

5.7 A Charging Session can only be counted against a Budget and classified once its charge detail record (CDR) has been received by the Platform. The Operator and Last Mile Solutions depend on charge point operators, charging station owners and Partner Networks to transmit those data and have no control over when, or whether, they do so. That transmission may be delayed by days or weeks, for Charging Sessions conducted within a Partner Network or at a charging station that malfunctions or is offline. The Fleet Management Company and the Fleet EV Driver therefore acknowledge and accept that: 

• the Budget balance, the consumption and the Classifications shown on the Platform and in the App reflect only the Charging Session data received by the Platform at that moment, are indicative only and may not include all Charging Sessions conducted; 

• a Charging Session whose data are received late is counted against the Budget of the Budget Period in which its data are received, rather than the Budget of the Budget Period in which it was conducted, and consequently reduces the Budget available in that later Budget Period and may affect the Classification of the Charging Sessions conducted in it; and 

• a Charging Session whose data are received late is invoiced in the first Invoice Run following receipt of its data, which may be the Invoice Run of a later period. 

Neither the Operator nor Last Mile Solutions is liable for any delay in, or failure of, the transmission of Charging Session data by charge point operators, charging station owners or Partner Networks, or for the consequences of such delay or failure, including a Budget balance shown on the Platform or in the App that is incomplete or inaccurate, the counting of a Charging Session against the Budget of a later Budget Period, the resulting Classification of any Charging Session and the invoicing of a Charging Session in a later Invoice Run. No claim for reclassification, credit or compensation can be based on such delay, without prejudice to clause 6 above and to the mandatory rights of a Fleet EV Driver who is a Consumer. 

6. Review, override and confirmation 

6.1 Because Classification takes place after the Charging Session, the administrator of the Fleet Management Company Account may, during the Review Period, reclassify any Charging Session of the relevant period, from a Business Session to a Private Session or the reverse. The Fleet Management Company is responsible for ensuring that only duly authorized persons are granted administrator rights and that any reclassification is consistent with the arrangements the Fleet Management Company has made with the Fleet EV Driver concerned. 

6.2 The administrator may confirm the Classification of a period. Confirmation accepts the Classification as it stands and closes the period for further changes. Confirmation is implicit. If the administrator takes no action, the Review Period nevertheless closes at the moment the Invoice Run for that period starts. From that moment the period is locked with the Classification as it stands and is deemed to have been confirmed by the Fleet Management Company. 

6.3 Once a period has been locked in accordance with clause 6.2, the Classification of the Charging Sessions in that period is final for the purpose of invoicing and is no longer open to reclassification on the Platform. Any correction after that moment can only be made by way of a credit note and/or a corrected invoice, at the Operator’s discretion and subject to applicable law. Where such a correction is required as a result of incorrect or incomplete data entered by the Fleet Management Company, the Administrative Fee referred to in clause 10.5 applies. 

6.4 The Fleet Management Company acknowledges that reviewing the Classification within the Review Period is its own responsibility, and that a failure to review does not affect the validity of the invoices issued on the basis of the Classification as it stood at the moment the period was locked. 

6.5 The Platform displays the date on which the Review Period for the current period closes, and reminders are sent to the administrators of the Fleet Management Company Account before that date. The sending, the receipt or the non-receipt of such a reminder is not a condition for the closing of the Review Period and does not extend it. 

7. Direct Invoicing – extension of Split Billing: Private Sessions invoiced directly to drivers 

7.1 Under Direct Invoicing, Private Sessions are invoiced directly to the Fleet EV Driver and collected from the Fleet EV Driver by direct debit under the Driver Mandate. The Fleet Management Company is invoiced for Business Sessions only and, as a rule, does not receive cost information on Private Sessions. Under Direct Invoicing, the Fleet Management Company is not invoiced for Private Sessions, except by way of an Indemnity Settlement Invoice under the Joint Liability in accordance with clauses 7.8 to 7.16 below. 

7.2 In respect of Private Sessions the Fleet EV Driver purchases the charging service in his or her own name and for his or her own account, as an End-User in accordance with clause 3.7. To that end the Fleet EV Driver: 

• registers an End-User Account and accepts the Agreement, including the Partial Transfer, the Last Mile Solutions Terms and these Split Billing Terms; and 

• grants a Driver Mandate in accordance with clause 7.4 below. 

The Fleet Management Company remains the End-User in respect of Business Sessions. The Fleet Management Company does not purchase the Private Sessions but is jointly and severally liable with the Fleet EV Driver for the payment of the amounts invoiced for them in accordance with clause 7.8 below, and the Fleet EV Driver is not liable for amounts due in respect of Business Sessions. 

7.3 Direct Invoicing can only be activated once all the following conditions are met. These conditions are enforced by the Platform: 

• Explicit consent of the Fleet Management Company. The Fleet Management Company confirms that it has been informed that Identifiers in respect of which invoices remain outstanding may be blocked as soon as those invoices are overdue, without any prior reminder, and remain blocked until the outstanding amount has been settled. The Fleet Management Company undertakes to inform its Fleet EV Drivers of this before their Identifiers are covered by Direct Invoicing. 

• Driver Mandate before assignment. An Identifier may only be assigned to a Card Group to which a Billing Policy is attached once the Fleet EV Driver concerned has granted a valid Driver Mandate. In the absence of such a mandate, the Platform blocks the assignment. 

• Clean-up of existing assignments. If, at the moment Direct Invoicing is activated, Identifiers without a Driver Mandate already belong to a Card Group to which a Billing Policy is attached; those Identifiers are detached from that Card Group. The Platform lists the Identifiers concerned before the activation is confirmed by the Fleet Management Company. 

• Eligible Country. Direct Invoicing can only be activated in respect of Identifiers whose Charging Sessions are invoiced in an Eligible Country. The Eligible Countries are listed on the Platform and may be amended in accordance with clause 17 below. 

• Onboarding by the Fleet Management Company. The Fleet Management Company is responsible for ensuring that each Fleet EV Driver concerned completes the registration, accepts the Agreement, the Last Mile Solutions Terms and these Split Billing Terms, requests the immediate supply of charging, personally grants the Driver Mandate in a step separate from the acceptance of these Split Billing Terms and provides the data referred to in clause 12.6 below. Until a Fleet EV Driver has done so, the Identifier of that Fleet EV Driver falls outside the scope of Split Billing, and all Charging Sessions conducted with it are invoiced to the Fleet Management Company. 

• Joint Liability of the Fleet Management Company. The Fleet Management Company or, where clause 1.13 applies, the Employer has expressly accepted the Joint Liability, by ticking the separate checkbox provided for that purpose on the Platform, in addition to its acceptance of the Agreement and of the Last Mile Solutions Terms in accordance with clause 1.9. Direct Invoicing cannot be activated, and cannot remain active, without the acceptance of Joint Liability. 

An Identifier that has been detached in accordance with the third bullet above falls outside the scope of Split Billing. All Charging Sessions conducted with that Identifier are invoiced to the Fleet Management Company until it is validly assigned to a Card Group again. 

7.4 The Fleet EV Driver grants the Driver Mandate in accordance with the applicable SEPA scheme rules and is obliged to keep it valid and to ensure that sufficient funds are available on the account concerned. Collections are pre-notified in accordance with the applicable scheme rules. The statutory and scheme rights of the Fleet EV Driver in respect of direct debit collections, including the right to obtain a refund of an authorized collection within eight (8) weeks of the date on which the amount was debited, and to obtain a refund of an unauthorized collection within thirteen (13) months, remain unaffected. Where the Partial Transfer applies, the Driver Mandate is granted to Last Mile Solutions, and collections are carried out by Last Mile Solutions. 

Where the Fleet EV Driver is a Consumer, the Driver Mandate is granted under the SEPA Core Direct Debit scheme, and each collection is pre-notified at least five (5) calendar days before the collection date. 

7.5 If an invoice for Private Sessions has not been paid in full on its due date, including where a direct debit collection has failed or has been reversed, the provisions of applicable law on late payment apply, and Last Mile Solutions may limit the Fleet EV Driver’s access to charging by blocking the Identifier concerned. The Fleet EV Driver is informed by an automated notification, by email and in the App, once the block has actually taken effect (and not before), that the Identifier is blocked, of the amount outstanding and of the ways in which it can be paid. The Identifier remains blocked until all outstanding amounts have been received, whether from the Fleet EV Driver or from the Fleet Management Company under the Joint Liability. Access is restored without undue delay after receipt, unless the Agreement has in the meantime been terminated. An Identifier is not blocked, and an existing block is lifted, in respect of an amount that the Fleet Management Company has reported as disputed in accordance with clause 7.15, for as long as that dispute is pending. Any blocking is applied proportionately and, in respect of a Fleet EV Driver who is a Consumer, without prejudice to that driver’s mandatory rights. 

7.6 The Fleet Management Company is obliged to remove an Identifier from its Card Group, or to deactivate it, without undue delay if the Fleet EV Driver to whom it is assigned leaves its organization or if the Identifier is no longer assigned to that Fleet EV Driver. Until the Fleet Management Company has done so, Charging Sessions conducted with that Identifier continue to be classified and invoiced in accordance with the Billing Policy in force. Amounts already incurred remain due by the party to whom they were invoiced, also after the Identifier has been removed, deactivated or blocked, and after termination of the Agreement. 

7.7 No reminder process by Last Mile Solutions. 

Last Mile Solutions does not operate a reminder or dunning process towards Fleet EV Drivers. Accordingly: 

• no payment reminder, formal notice or collection letter is sent to the Fleet EV Driver, other than the pre-notification of direct debit collections under clause 7.4; 

• claims against Fleet EV Drivers are not transferred to a debt collection agency or other third party for collection, and no recovery measures are taken against a Fleet EV Driver other than collection under the Driver Mandate, one (1) new collection attempt pre-notified in accordance with clause 7.4; and 

• any amount not received from the Fleet EV Driver by the end of the Collection Period is recovered from the Fleet Management Company under the Joint Liability. 

Last Mile Solutions is not obliged to take any further step against the Fleet EV Driver. 

7.8 Joint and several liability of the Fleet Management Company. 

By accepting these Split Billing Terms for Direct Invoicing, the Fleet Management Company (or, where clause 1.13 applies, the Employer) expressly agrees to be jointly and severally liable (in the Netherlands: hoofdelijk aansprakelijk; in Belgium: hoofdelijk gehouden / solidairement tenu) with each of its Fleet EV Drivers for the payment of all amounts invoiced to that Fleet EV Driver for Private Sessions under Direct Invoicing. As a consequence of the Partial Transfer, the Joint Liability is given directly in favour of Last Mile Solutions as creditor of the Fleet EV Driver, in accordance with clause 1.12. It is a condition of Direct Invoicing, applies for as long as Direct Invoicing is active and cannot be deactivated separately from it. In the relationship between the Fleet Management Company and the Fleet EV Driver, the debt concerns the Fleet EV Driver alone. In addition, the Fleet Management Company owes, for its own account, the Administrative Fees relating to the Uncollected Amounts in accordance with clause 10.5, which are invoiced on the same Indemnity Settlement Invoice. 

7.9 Last Mile Solutions may claim any Uncollected Amount from the Fleet Management Company without first being required to take any step against the Fleet EV Driver beyond those set out in clauses 7.4and 7.7, and the Fleet Management Company may not require that the Fleet EV Driver be pursued first. The Fleet Management Company cannot invoke against Last Mile Solutions any defense derived from its relationship with the Fleet EV Driver, including a disagreement about the Classification of a Charging Session after the relevant period has been locked in accordance with clause 6.2. 

7.10 Indemnity Settlement. 

Uncollected Amounts are invoiced to the Fleet Management Company by way of an Indemnity Settlement Invoice, which lists each Uncollected Amount with the invoice number, the invoice date, the Fleet EV Driver concerned and the amount outstanding. An Indemnity Settlement Invoice is due within the payment term applicable to the Fleet Management Company under the Agreement. The frequency of Indemnity Settlement Invoices, and any interest and costs payable by the Fleet Management Company in connection with them, other than the Administrative Fees under clause 10.5, are as agreed in writing between the Fleet Management Company and Last Mile Solutions. Failing such agreement, Indemnity Settlement Invoices are issued quarterly, after the end of each calendar quarter, combining in one Indemnity Settlement Invoice all Uncollected Amounts whose Collection Period ended in that calendar quarter and the Administrative Fees relating to them, and the statutory rules on late payment in commercial transactions apply to an Indemnity Settlement Invoice that is not paid on its due date. 

7.11 NoLimit. 

No Limit. Unless a maximum amount per Fleet EV Driver per Budget Period and/or per Fleet Management Company per [calendar year] has been agreed in writing and is indicated on the Platform, the Joint Liability is not limited in amount. 

7.12 Effects of payment by the Fleet Management Company. 

Payment of an Indemnity Settlement Invoice discharges the Fleet EV Driver towards Last Mile Solutions to the extent of the amount paid. Upon payment, the Fleet Management Company is subrogated by operation of law in the rights of the creditor against the Fleet EV Driver for the amount paid, in accordance with the provisions on the recourse and subrogation of a co-debtor who pays a debt that concerns another co-debtor (in the Netherlands, Article 6:12 of the Dutch Civil Code; in Belgium, the corresponding provisions of Book 5 of the Civil Code). To the extent that subrogation by operation of law does not apply, Last Mile Solutions expressly subrogates the Fleet Management Company in its rights at the moment of payment or, at the Fleet Management Company’s request, assigns the claim to the Fleet Management Company, and the Fleet Management Company notifies the Fleet EV Driver. The Fleet Management Company may at any time ask for an amount outstanding in the name of a Fleet EV Driver to be included in an Indemnity Settlement Invoice before the end of the Collection Period. Once an invoice has been included in an Indemnity Settlement Invoice, no further direct debit collection is made from the Fleet EV Driver in respect of it, and the Identifier concerned is unblocked upon payment of the Indemnity Settlement Invoice. 

7.13 The Joint Liability does not make the Fleet Management Company the purchaser of the Private Sessions, does not alter the Classification of the Charging Sessions concerned and does not affect the VAT treatment of the supply to the Fleet EV Driver. The Fleet Management Company acknowledges that a payment under the Joint Liability constitutes the payment of a debt of a third party and that the Fleet Management Company is not entitled to deduct or reclaim the value added tax charged on the underlying invoice issued to the Fleet EV Driver. 

7.14 Before Direct Invoicing is activated, the Fleet Management Company (or, where clause 1.13 applies, the Employer) confirms that: 

• it has agreed with each Fleet EV Driver concerned, by individual agreement or, where permitted, by collective agreement, that the Fleet Management Company may recover from that Fleet EV Driver any amount paid under the Joint Liability, and that it will exercise that recovery only within the limits of mandatory law, including the mandatory limits on deductions from and set-off against wages (in the Netherlands, Articles 7:631 and 7:632 of the Dutch Civil Code and the Minimum Wage Act; in Belgium, Article 23 of the Act of 12 April 1965 on the protection of remuneration); 

• it will recover from the Fleet EV Driver no more than the amount of the invoice for Private Sessions paid by it, without adding any interest, fee or cost; 

• it has informed its Fleet EV Drivers, before their Identifiers are covered by Direct Invoicing, that no payment reminders are sent, that their Identifier may be blocked when an invoice is overdue, and that the Fleet Management Company is jointly liable for, and may recover from them, the cost of their private charging if they do not pay it; and 

• it is solely responsible for the wage tax, social security and other fiscal consequences of any amount paid under the Joint Liability and not recovered from the Fleet EV Driver, which may qualify as remuneration or as a benefit in kind. 

7.15 Contact with Fleet EV Drivers, disputes and complaints. 

The Fleet Management Company is the point of contact for its Fleet EV Drivers on all matters concerning the Classification of their Charging Sessions, invoices for Private Sessions and amounts outstanding. The Fleet Management Company: 

• ensures that its Fleet EV Drivers pay the invoices for their Private Sessions themselves; 

• handles any disagreement of a Fleet EV Driver about the Classification of a Charging Session through its own internal procedures, such as its expense-claim or payroll procedure, and, for as long as the disagreement is pending, reports the Charging Session concerned as disputed on the Platform, in which case no direct debit collection is initiated and no block is applied in respect of the disputed amount; 

• resolves a reported dispute within thirty (30) days, either by withdrawing the report, in which case collection from the Fleet EV Driver resumes, or by paying the disputed amount under the Joint Liability and settling with the Fleet EV Driver internally; a dispute not resolved within that period is treated as resolved in the latter way; and 

• answers any complaint of a Fleet EV Driver concerning a Private Session or an invoice for it within fourteen (14) days of its receipt by the Fleet Management Company. Last Mile Solutions forwards any such complaint it receives to the Fleet Management Company without undue delay. 

7.16 Deactivation of Direct Invoicing takes effect for the future only. The Joint Liability continues to apply to all amounts invoiced for Private Sessions started before deactivation, and Indemnity Settlement Invoices already issued remain due. 

7.17 Where an amount is received both from the Fleet EV Driver and from the Fleet Management Company in respect of the same Private Session, the amount paid twice constitutes an amount received in excess of the amounts due. Any such excess is credited to the End-User Account of the party that paid it and set off against the next invoice issued to that party; at the request of that party the amount is instead reimbursed within forty (40) days of the request. No Direct Debit is collected from a Fleet EV Driver in respect of an invoice that has already been paid in full by way of an Indemnity Settlement Invoice. 

8. Split Billing Reporting – invoicing to the Fleet Management Company 

8.1 Under Split Billing Reporting all Charging Sessions, both Business Sessions and Private Sessions, are invoiced to the Fleet Management Company on a single invoice, on which business and private amounts are presented as separate lines. The Fleet Management Company owes the full invoiced amount, irrespective of the Classification of the individual Charging Sessions. 

8.2 Split Billing Reporting does not require a Driver Mandate and the conditions set out in clause 7.3 above do not apply to it. Fleet EV Drivers have no payment obligation towards the Operator or Last Mile Solutions in respect of Charging Sessions covered by Split Billing Reporting; any payment obligation of the Fleet EV Drivers in respect of those Charging Sessions exists only towards the Fleet Management Company, under their internal arrangements. 

8.3 Each transaction is made available to the Fleet Management Company together with its Classification and the underlying Charging Session data, so that the Fleet Management Company can process it internally. 

8.4 The Fleet Management Company settles Private Sessions with its Fleet EV Drivers itself, whether through payroll, an expense procedure or otherwise. The Operator and Last Mile Solutions are not a party to that settlement, do not carry it out and are not responsible for it. The Fleet Management Company is solely responsible for the wage tax, social security, VAT and other fiscal consequences of that settlement, and for the correctness of any deduction or recharge it applies, which it may only apply within the limits of mandatory law, including the mandatory limits on deductions from and set-off against wages. Last Mile Solutions does not provide advice in this respect. 

9. Choice and change of billing model 

9.1 The billing model is chosen per Fleet Management Company and applies to all Card Groups of that Fleet Management Company to which a Billing Policy is attached. Split Billing Reporting and Direct Invoicing cannot be applied simultaneously to the same Fleet Management Company. 

9.2 The Fleet Management Company may request a change of billing model on the Platform. A change takes effect at the beginning of the first Budget Period following the change and applies to Charging Sessions started from that moment onwards. Charging Sessions started before that moment are invoiced under the billing model that applied to them at the moment they started. A change to Direct Invoicing can only take effect once the conditions set out in clause 7.3 above have been met, and only in respect of Charging Sessions invoiced in an Eligible Country. 

10. Invoicing, corrections and payment 

10.1 Invoices are issued in accordance with the Classification and the billing model applicable to the Fleet Management Company, in the Invoice Run for the period concerned. The timing and frequency of the Invoice Run may be amended in accordance with the Agreement and the Last Mile Solutions Terms. 

10.2 The Review Period for a given period ends at the moment the Invoice Run for that period starts. Clauses 6.2 and 6.3 above apply to the locking of the period and to corrections after that moment. 

10.3 Where the Partial Transfer applies, Last Mile Solutions issues the invoices for Charging Sessions covered by Split Billing and collects the Payments due in respect of them, including invoices issued to a Fleet EV Driver under Direct Invoicing. Payment of such an invoice to Last Mile Solutions discharges the payer, to the extent of the amount paid, from its Payment obligation towards both Last Mile Solutions and the Operator. 

10.4 No interest, fee or charge is applied in respect of an invoice for Private Sessions that is paid within the applicable payment term. The invoicing of Private Sessions after the Charging Session has taken place does not constitute the granting of credit. 

10.5 Administrative fees. 

Split Billing is not offered as a separately priced service, and Administrative Fees are not a price for it. They serve only to cover the administrative costs incurred by Last Mile Solutions or the Operator where Split Billing does not follow its normal automated course. The Fleet Management Company owes an Administrative Fee, in the amount stated in the fee schedule made available on the Platform or as otherwise agreed in writing, for: 

• the handling of each Uncollected Amount, including the failed and repeated direct debit collection, the related bank charges and the inclusion of that amount in an Indemnity Settlement Invoice; 

• the redirection to the Fleet Management Company of an invoice for Private Sessions already issued to a Fleet EV Driver, whether at the request of the Fleet Management Company under clause 7.12 or at the request of the Fleet EV Driver; 

• a correction, credit note or corrected invoice after the relevant period has been locked, where it is required as a result of an incorrect, incomplete or outdated configuration of Card Groups, Billing Policies or Billing Policy Conditions, of the incorrect assignment of an Identifier, or of the incorrect or accidental use of an Identifier or of Split Billing by the Fleet Management Company or its Fleet EV Drivers; and 

• any other manual intervention requested by the Fleet Management Company, or made necessary by an act or omission of the Fleet Management Company or of its Fleet EV Drivers, outside the automated operation of Split Billing. 

Administrative Fees are invoiced, plus VAT where applicable, as a separate line on the next Indemnity Settlement Invoice or, where none is due, on the next invoice issued to the Fleet Management Company. They are owed by the Fleet Management Company or, for Administrative Fees relating to Uncollected Amounts where clause 1.13 applies, by the Employer, in each case for its own account. Administrative Fees are never charged to a Fleet EV Driver and do not form part of the amount that may be recovered from a Fleet EV Driver under clause 7.14. An administrative fee provided for in the Agreement is not charged in addition for the same intervention. 

11. Role of Last Mile Solutions 

11.1 Last Mile Solutions develops and makes Split Billing available as a functionality of the Platform and, where applicable, the App. Whether Split Billing is used, which billing model applies, which Card Groups exist, which Identifiers belong to them and what a Billing Policy contains are determined by the Fleet Management Company. Last Mile Solutions does not take those decisions and does not review, assess or approve them. 

11.2 Where the Agreement clearly indicates that the Operator performs the Agreement solely, without the support of Last Mile Solutions, the invoicing and collection described in clause 10.3 above are performed by the Operator. 

11.3 In the event of any discrepancy between the Split billing Terms and Last Mile Solutions Terms concerning Last Mile Solutions liability, payment dates or the Partial Transfer, the Last Mile Solutions Terms prevail. 

11.4 Where the Partial Transfer applies, Last Mile Solutions invoices Private Sessions in its own name and for its own account and is the creditor of the Fleet EV Driver in respect of them. The Driver Mandate is granted to Last Mile Solutions under its own creditor identifier, and Last Mile Solutions collects its own claim. Last Mile Solutions does not thereby provide a payment service to the Fleet EV Driver or to the Fleet Management Company. 

11.5 Last Mile Solutions has no direct contact with Fleet EV Drivers regarding the Classification of Charging Sessions, invoices for Private Sessions or amounts outstanding, other than the automated communications referred to in clauses 7.4 and 7.5, and does not correct invoices for Private Sessions after the relevant period has been locked. Those matters are handled by the Fleet Management Company in accordance with clause 7.15. 

12. Personal data 

12.1 Split Billing involves the processing of personal data of Fleet EV Drivers, including the identity of the Fleet EV Driver, the Identifier used, the location, date, time and duration of the Charging Session, the energy delivered, the price and the Classification. 

12.2 The Fleet Management Company is a controller in respect of the personal data of its Fleet EV Drivers that it processes in connection with Split Billing, including the configuration of Card Groups and Billing Policies, the review and reclassification of Charging Sessions and, under Split Billing Reporting, the data on Private Sessions made available to it. The Fleet Management Company guarantees that it has a lawful basis for that processing, that it has informed its Fleet EV Drivers about the processing of their personal data in connection with Split Billing, and that it complies with any applicable requirement of employee information, consultation or works council approval, including, in Belgium, the information and consultation of the works council or, in its absence, of the committee for prevention and protection at work or the trade union delegation. 

12.3 Under Split Billing Reporting the Fleet Management Company receives data relating to the Private Sessions of its Fleet EV Drivers, which may reveal information about their private movements. The Fleet Management Company undertakes to use those data for the settlement of charging costs and the associated administrative and fiscal obligations only, and not for any incompatible purpose, in particular not for monitoring the private conduct or whereabouts of its personnel. 

12.4 Under Direct Invoicing the Operator and, to the extent of the Partial Transfer, Last Mile Solutions process the personal data of the Fleet EV Driver as controller, for the purpose of invoicing and collecting the amounts due for Private Sessions and of blocking and unblocking Identifiers in accordance with clause 7.5 above. To the extent that Last Mile Solutions configures, classifies or makes data available for the Operator or the Fleet Management Company, Last Mile Solutions acts as a processor. 

12.5 Personal data processed in connection with Split Billing is processed by the Operator in accordance with the Operator’s privacy policy, available at Operator’s website, and, to the extent Last Mile Solutions is involved, by Last Mile Solutions in accordance with its privacy policy available at https://www.lastmilesolutions.com/privacy-policy. 

12.6 Under Direct Invoicing, the Operator requires the name, address, email address and bank account details of the Fleet EV Driver to register that driver, to invoice the Private Sessions and to collect the amounts due. The bank account details are provided by the Fleet EV Driver when granting the Driver Mandate. The Fleet Management Company provides or procures the other data and guarantees that it is entitled to do so. The link between a Fleet EV Driver and the Fleet Management Company is retained for as long as necessary for invoicing, collection, accounting, tax and legal purposes. Data relating to the Private Sessions of a Fleet EV Driver are not made available to the Fleet Management Company under Direct Invoicing, except to the extent necessary for the Joint Liability and for the handling of disputes and complaints under clause 7.15, in which case only the data necessary for the Indemnity Settlement Invoice, for that handling and for the recovery by the Fleet Management Company are made available. 

13. Liability and indemnity 

13.1 The liability provisions of the Agreement and of the Last Mile Solutions Terms apply to these Split Billing Terms. In addition, and unless otherwise provided by mandatory law, neither the Operator nor Last Mile Solutions is liable for: 

• the content of a Billing Policy or the composition of a Card Group configured by the Fleet Management Company, or the consequences of an incorrect, incomplete or outdated configuration; 

• a Classification that follows correctly from the Billing Policy in force at the moment the Charging Session started; 

• the fact that a Charging Session could not be prevented, limited or blocked at the Charging Point, or that a Budget was exceeded; 

• an incorrect Classification resulting from incorrect, incomplete or late Charging Session data received from a charge point operator, a charging station owner or a Partner Network; 

• the fiscal, payroll or employment-law consequences of the Classification or of the Fleet Management Company’s internal settlement with its Fleet EV Drivers; and 

• a failure by the Fleet Management Company to inform its Fleet EV Drivers as required under these Split Billing Terms. 

13.2 Neither the Operator nor Last Mile Solutions guarantees the uninterrupted availability of Split Billing. The availability provisions of the Agreement and of the Last Mile Solutions Terms apply accordingly. Where Split Billing is temporarily unavailable, Charging Sessions continue to be possible and are classified once the functionality is available again and the data have been processed. 

13.3The Fleet Management Company indemnifies the Operator and Last Mile Solutions against any claim of a Fleet EV Driver or any other third party arising from the Fleet Management Company’s configuration of Split Billing, from the arrangements between the Fleet Management Company and its Fleet EV Drivers, from communications of the Fleet Management Company to its Fleet EV Drivers concerning Split Billing or the cost of charging, or from a failure by the Fleet Management Company to comply with clauses 1.9, 1.10, 4.3, 7.3, 7.6, 7.14, 7.15 or 12 of these Split Billing Terms. 

13.4Last Mile Solutions is not obliged to take any step to recover an amount from a Fleet EV Driver beyond those set out in clauses 7.4 and 7.7 before claiming it from the Fleet Management Company under the Joint Liability, and neither is liable for the inability of the Fleet Management Company to recover that amount from the Fleet EV Driver concerned. 

14. Confirmation and records 

14.1 The Classification of each Charging Session, the Billing Policy applied and the resulting invoicing are shown on the Platform and, where applicable, in the App. An overview of the invoices issued and of the payments received is available in the End-User Account concerned. 

14.2 The records of the Operator and of Last Mile Solutions constitute evidence of the Classification of Charging Sessions and of the configuration in force at the relevant moment, without prejudice to the right to submit evidence to the contrary. 

15. Consumers 

15.1 This clause 15 applies only to a Fleet EV Driver who is a Consumer. Nothing in these Split Billing Terms limits or excludes the mandatory rights of a Consumer. 

15.2 Accepting these Split Billing Terms does not of itself constitute an agreement for the supply of the Services. The rights of the Fleet EV Driver under the Agreement, including any right of withdrawal from the Agreement and the right to submit a complaint, remain unaffected. 

15.3 Where a Fleet EV Driver who is a Consumer concludes the contract for Private Sessions at a distance, that Fleet EV Driver expressly requests that the supply of charging begin immediately and acknowledges that any right of withdrawal is lost in respect of Charging Sessions that have been fully supplied. The pre-contractual information required by mandatory consumer law is provided on the Platform and in the App before the Fleet EV Driver accepts these Split Billing Terms, and confirmation of the contract is provided on a durable medium. 

15.4 A Fleet EV Driver who is a Consumer may submit a complaint concerning a Private Session or an invoice for it to the Fleet Management Company. The complaint is answered within fourteen (14) days of its receipt, in accordance with clause 7.15. 

16. Duration, deactivation and survival 

16.1 These Split Billing Terms apply from the moment you accept them and for as long as Split Billing is available to you and the Agreement is in force. 

16.2 They end automatically when the Agreement ends, without prejudice to any Charging Session already conducted and to any amount that remains due. 

16.3 Deactivation of Split Billing, or the removal of a Billing Policy or Card Group, takes effect for the future only. Charging Sessions started before deactivation are classified and invoiced in accordance with these Split Billing Terms and the Billing Policy in force at the moment they started. 

16.4 Obligations to pay amounts already incurred survive deactivation and termination. Under Direct Invoicing, invoices issued to a Fleet EV Driver remain due by that Fleet EV Driver and, under the Joint Liability, by the Fleet Management Company. 

17. Amendments, version and availability 

17.1 Last Mile Solutions may amend these Split Billing Terms for good reason, in particular to reflect a change in the law or in its interpretation, a change in the Billing Policy Conditions or other elements of Split Billing offered on the Platform, a change in the App or the Platform affecting the functionality, or to correct obvious errors. 

17.2 The amended version will be made available through the End-User Account. The amendment takes effect fourteen (14) days after it is made available, or earlier upon acceptance. Where you are a Consumer, the amended version becomes binding on you no earlier than the moment you accept it. 

17.3 The version applicable to the Classification and invoicing of a Charging Session is the version in force at the moment that Charging Session started. An amendment never results in the reclassification of Charging Sessions already recorded on the Platform. Where these Split Billing Terms are materially amended, acceptance will be requested again before the functionality is next used. 

17.4 These Split Billing Terms are always available on the Platform and in the App, and a in pdf format will be provided via the Platform on request. 

18. Governing law and competent court 

18.1 These Split Billing Terms are governed by the laws of the Netherlands and any dispute arising from them will be settled by the competent courts of Rotterdam, the Netherlands. 

18.2 The choice of law does not deprive a Consumer of the protection afforded by the mandatory provisions of the law of his or her country of habitual residence.