End-User Agreement – General Terms and Conditions of Services
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1. INTRODUCTORY PROVISIONS:
1.1. EUA
The use of the Service is subject to this End-User Agreement – General Terms and Conditions of services (the ‘EUA’ or ‘End-User Agreement’) concluded between:
- _____
Registered office: __
Address: __
Company Registration Number: __
Phone number: __
Email address: __
(‘we’, ‘Operator’)
and 2. any person or entity using the Services
(‘you’ or the ‘End-User’).
The Operator and the End-User are referred to jointly as ‘Parties’ or individually as ‘Party’.
1.2. Acceptance of the EUA
Reading and accepting this End-User Agreement is a condition of creating the End-User Account and using the Services.
Each End-User is obliged to explicitly accept this EUA (through ticking a checkbox on the Platform or in the App) before registering its End-User Account and making use of any of the Services.
If the Operator and End-User enter into the agreement for the Services outside of the Platform and/or the App, then such an agreement needs to include acceptance of this EUA and shall be concluded before the registration of End-User Account. In such a case the Operator registers the End-User on the Platform and/or in the App.
1.3. Role of Last Mile Solutions
In order to provide you with our Services we use the Platform, the App and the associated Charging Network, deployed by our partner and platform producer: Last Mile Solutions (Threeforce BV in Rotterdam).
In order to use our Services, you need to accept Last Mile Solutions Platform and Apps Terms (Last Mile Solutions Terms), which are available at https://www.lastmilesolutions.com/last-mile-solutions-platform-and-apps-terms/.
Please note that this EUA may not modify or cancel Last Mile Solutions Terms. In the event of any discrepancy between this EUA and Last Mile Solutions Terms that concerns Last Mile Solutions’ liability, payment terms and/or the Partial Transfer, Last Mile Solutions Terms prevail.
Where Split Billing is activated, the Split Billing Terms prevail over this EUA in respect of Split Billing to the extent of any conflict (see clause 1.7). In the event of any discrepancy between the Split Billing Terms and the Last Mile Solutions Terms concerning Last Mile Solutions’ liability, payment dates or the Partial Transfer, the Last Mile Solutions Terms prevail.
By accepting this EUA, you consent to the Partial Transfer to Last Mile Solutions, as described in Section 7 of this EUA (7. PARTIAL TRANSFER). Thanks to that, we transfer to Last Mile Solutions some of our rights and obligations (duties) under this EUA. As a result:
- Last Mile Solutions takes care of the supply of some of the Services, including Charging Service, and payment traffic connected with such a transaction.
- Last Mile Solutions will also issue and deliver a corresponding invoice to you and collect Payments for the Services rendered thereupon.
- Last Mile Solutions reserves the right, at its sole discretion and without prior notice, to amend the timing and/or frequency at which invoices are issued
- If you are a CSO/CPO, Last Mile Solutions will also issue a self-billed invoice for the use of your Charging Station for Charging Sessions and pay your respective Remuneration.
1.4. Scope of EUA
This EUA applies accordingly to other persons using Services or benefiting from Services and accessing the Platform and/or the App, including End-User Account’s administrators, End-User’s employees or Fleet EV Drivers.
Where Split Billing is activated, a Fleet EV Driver who is invoiced directly for Private Sessions under Direct Invoicing is a party to this EUA in respect of those Private Sessions and accepts it personally, and an Employer that has accepted the Split Billing Terms is bound by the provisions of this EUA that concern it (see clauses 1.7 and 1.8).
Charging without registration with the use of Easy Charging Quality App (in-app version), in case such an App is used, is out of the scope of this EUA and is directly provided by Last Mile Solutions (see Last Mile Solutions Terms).
This EUA does not regulate and apply to charging on ad hoc basis with the use of direct payment methods: payment terminals, QR code redirecting to the web-app or other card-based direct payments ensured by the CPO at the CPO’s public Charging Station, if and as required by Regulation 2023/1804 (AFIR). Such a CPO’ service will be provided under the separate terms.
1.5. EUA availability
This EUA is available on the Platform and in the App.
We will also provide you with a copy of this EUA by email, after your registration on the Platform or in the App.
1.6. End-User’s duties
The End-User undertakes to take all necessary steps to ensure that its own actions and those of its own personnel taken in connection with the use of the Services comply with this End-User Agreement and also with the law, in particular with the anti-fraud and anti- corruption legal regulations, as well as provisions on money laundering prevention and fighting against financing of terrorism.
While using the Services the End-User is obliged to comply with Anti-Fraud and Anti- Corruption Policy in Last Mile Solutions Network available at:
https://www.lastmilesolutions.com/anti-fraud-and-anti-corruption-policy-in-last-mile- solutions-network/ and ensure that the End-User’s personnel engaged in the use of the Services is acquainted with and observes this policy. In particular it is prohibited to:
- use temporary credit cards with the intent to avoid or evade payment obligations,
- allow a guest use of a Private Charging Point,
- allow any un-authorized third-party to use RFID card or other Identifier, in particular start or authorize a Charging Session by the third-party or with the use of third-party’s Identifier, share the Identifier with any third-party in order to receive unjustified reimbursement of charging cost,
- copy or modify the Identifier,
- remove or fraudulently change any information, names or safeguards from the Charging Stations or Identifiers,
- misuse of tariffs by intentional setting up an improper tariff,
- using fake, third-party’s or incorrect data.
Any case of fraud or corruption connected with the Services shall be immediately reported to the Operator or to Last Mile Solutions.
Such actions shall be also treated as material violation of this EUA.
Infringement of anti-fraud and anti-corruption regulations or policy shall be a legal basis for termination of this EUA, suspension of the Services, including terminating the access to the charging infrastructure or the End-User Account, as well as claiming financial remedies from the responsible parties.
1.7. Split Billing
The Operator may make available to End-Users holding a Company Account the Split Billing functionality, which allows Charging Sessions conducted with one Identifier to be classified as business or private sessions and invoiced accordingly. Split Billing is offered as Split Billing Reporting, under which all Charging Sessions, both business and private, remain invoiced to the Fleet Management Company and their classification is reported to it, and may be extended with Direct Invoicing, under which Private Sessions are invoiced directly to the Fleet EV Driver. Split Billing is governed by the Split Billing Terms attached as Annex I to this EUA, which form an integral part of this EUA and of the Last Mile Solutions Terms when Split Billing is activated. Capitalised terms used in this EUA in connection with Split Billing and not defined in this EUA have the meaning given to them in the Split Billing Terms.
Split Billing can only be activated for a Fleet Management Company that has accepted, through its authorised administrator, this EUA in the version to which the Split Billing Terms are annexed, the Last Mile Solutions Terms and the Split Billing Terms. Where a different version of this EUA or another agreement for the Services previously applied to the Fleet Management Company, this version replaces it from that acceptance.
Where Private Sessions are invoiced directly to a Fleet EV Driver under Direct Invoicing, that Fleet EV Driver becomes an End-User in respect of those Private Sessions, with the same rights and obligations as any other End-User under this EUA and the Last Mile Solutions Terms. He or she accepts this EUA, the Last Mile Solutions Terms and the Split Billing Terms personally, consents to the Partial Transfer and grants a direct debit mandate to Last Mile Solutions (Driver Mandate). The Fleet EV Driver is not liable for amounts due by the Fleet Management Company or the Employer.
In respect of Private Sessions invoiced to a Fleet EV Driver under Direct Invoicing, this EUA applies to that Fleet EV Driver as it stands, including its provisions on prices and tariffs, invoicing and payment, Direct Debit, late payment, complaints, liability and termination. The Split Billing Terms do not repeat those provisions. They add the rules specific to Direct Invoicing, in particular the Driver Mandate, the absence of payment reminders, the blocking of Identifiers in case of non-payment, the Joint Liability and the role of the Fleet Management Company as point of contact for its Fleet EV Drivers, and they prevail over this EUA to the extent of any conflict, subject to the precedence of the Last Mile Solutions Terms set out in clause 1.3. The mandatory rights of Consumers are not affected.
1.8. End-User acting on behalf of an Employer
If you hold a Company Account on behalf of the Employer of the Fleet EV Drivers, for example as a lease company, you confirm that you are authorised by the Employer to act on its behalf in connection with the Services. You remain liable towards the Operator and Last Mile Solutions for the Services ordered through your End-User Account, other than for Private Sessions invoiced to Fleet EV Drivers under Direct Invoicing.
Direct Invoicing under the Split Billing Terms can only be activated for such a Company Account once the Employer itself has accepted, through a duly authorised representative, the Split Billing Terms, including the Joint Liability and the obligations of the Employer set out in them, and the Last Mile Solutions Terms. The Joint Liability is then given by the Employer and not by you, unless you have expressly agreed otherwise in writing. The Administrative Fees relating to Uncollected Amounts under the Joint Liability are then likewise owed by the Employer.
You configure Card Groups and Billing Policies only on the written instructions of the Employer, and you do not receive data on the Private Sessions of Fleet EV Drivers under Direct Invoicing.
2. DEFINITIONS:
2.1. App
A mobile application (powered by Last Mile Solutions) provided by the Operator to its End-Users for registering End-Users and providing Services.
Roles
2.2. Platform
Internet platform accessible via the website [< ● >.evc-net.com] and (if applicable) the Operator’s website, used by the Operator for the purpose of registering End-Users (i.e., creating their End-User Accounts) and providing Services.
2.3. Consumer
A natural person entering this End-User Agreement as End-User outside of scope of his/her business activity.
2.4. CSO
Charging Point (Station) Owner or another entity authorised to register the Charging Point on the Platform.
The CSO obtains its Remuneration via the Last Mile Solutions Network for Charging Sessions that have been conducted at its Charging Station.
2.5. CPO
Operator of Charging Point (Station), i.e. the entity that is responsible for the management and operation of a Charging Point (Station) and that technically provides a Charging Service to End-Users, including in the name and on behalf of an MSP.
2.6. End-User
Party to this agreement purchasing Services. The End-User may be a CSO, CPO and/or an EV Driver. For the avoidance of doubt, any combination of different roles is possible for an End-User depending on as the case may be.
Only an adult with full legal capacity may become an End-User and a party to this EUA.
If a natural person enters into this EUA on behalf of a legal entity (company, municipality, governmental entity or other), the term ‘End-User’ will refer to that entity that commits itself to observe this EUA. Such a natural person, acting on behalf of the legal entity, confirms to have all legal authorisations in place.
Where Split Billing applies, a Fleet EV Driver invoiced directly for Private Sessions under Direct Invoicing is an End-User in respect of those Private Sessions.
2.7. EV Driver
An Electric Vehicle holder using the Charging Service.
The EV Driver can be an End-User or a Fleet EV Driver.
2.8. Fleet EV Driver
An employee or other person for whom the End-User purchases the Charging Service.
For the purposes of Split Billing, the definition in the Split Billing Terms applies.
2.9. Last Mile Solutions
Threeforce BV, trading under the name Last Mile Solutions, with its registered office at Zeemansstraat 11, 3016 CN, Rotterdam, the Netherlands, Company Registration Number: 24360819, phone number: +31 10 312 6000, email address:
info@lastmilesolutions.com
2.10. MSP
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.
Documents
2.11. Operator
Party to this End-User Agreement, providing Services, that is defined in clause 1.1.
above.
2.12. EUA
This document constituting the terms and conditions of the agreement between the End-User and the Operator.
Services
2.13. Last Mile Solutions Terms
Last Mile Solutions Platform and Apps Terms that are available at https://www.lastmilesolutions.com/last-mile-solutions-platform-and-apps-terms/.
2.14. Charging Network
The combination of all Charging Stations in Last Mile Solutions Network and Partner Networks (based on the roaming agreements) jointly to which the Operator can grant access to MSPs and jointly all MSPs cooperating with Last Mile Solutions or the Operator providing Charging Services at such Charging Stations.
2.15. Charging Point
Any charging point, including a Private Charging Point and/or a Charging Station, which is generally a facility at a certain location that can be used to charge the battery of EV.
2.16. Charging Service
Conducting the Charging Session for End-User at a Charging Station within the Charging Network and all relevant activities in relation thereto, including access to the Charging Station for charging EV with the use of the App or the Identifier, identification of the End-User (in case of registered End-Users), registering the Charging Session, providing the End-User with the information on Charging Session, collection of Payment, issuance of sales documents and billing.
‘Charging Service’ does not involve Charging without registration with the use of the Easy Charging Quality App (in-app version), if such an App is used – see clause 1.4 of this EUA.
2.17. Charging Session
The full process of charging an EV at a Charging Point from the moment the EV is connected to the moment the EV is disconnected.
2.18. Charging Station
A facility enabling the use of the Charging Service by third parties, open to the public or chosen groups of EV Drivers.
2.19. Charging without registration
Charging of EV at the Charging Station with the use of the App, but without registering or logging in by the End-User and any further commercial relation beyond the mere purchase of Charging Service.
2.20. Direct Debit
Method of payment, based on the bank authorisation granted by the End-User, allowing to collect Payments directly from the End-User’s bank account.
2.21. End-User Account
An individual account of an End-User created upon registration on the Platform or in the App, allowing the End-User to access the Services.
When registering your End-User Account:
- On the Platform – you need to choose a type of your End-User Account: a Private user Account (for Consumers) or a Company Account (for business End- Users),
- In the App – you can create a Private user Account (for Consumers) only.
2.22. EV
An electric or hybrid road vehicle which makes use of electricity that is stored in a battery which is chargeable by using a Charging Point.
2.23. Home Reimbursement Service
Service being a part of Hosting Subscription Service, defined in clause 2.24 below.
2.24. Hosting Subscription Service
Service of registration allowing for remote management of a Charging Point (Station), as well as settlement of Charging Sessions at such Charging Point (Station).
2.25. Identifier
Any physical or digital device that identifies the owner of an EV and enables a Charging Session (“charging token”, “charging card”, “charging device” or similar).
2.26. Partial Transfer
The partial assignment of rights and partial transfer of duties of the Operator under this EUA, made from the Operator to Last Mile Solutions on the basis of the separate agreement, upon the consent of the End-User. The scope of the ‘Partial Transfer’ is further defined in Section 7 of this EUA (7. PARTIAL TRANSFER).
2.27. Payment
Any and all payments that an End-User owes to the Operator in relation to the use of the Services as indicated in this EUA.
2.28. Private Charging Point
Charging Point that is not open to the public, for exclusive use of its owner.
2.29. Regulation 2023/1804 (AFIR)
Regulation (EU) 2023/1804 of the European Parliament and of the Council of 13 September 2023 on the deployment of alternative fuels infrastructure and repealing Directive 2014/94/EU.
2.30. Remuneration
Fees due to the CSO or CPO for using its Charging Stations to provide End-Users with Charging Sessions, which are to be paid based on invoices issued under self-billing authorisation granted by such an End-User (being a VAT taxpayer).
Split Billing
2.31. Services
Services provided by the Operator under this EUA.
2.32. Employer
The employer of a Fleet EV Driver. The Employer is either the End-User itself or another entity on whose behalf the End-User, such as a lease company, holds its Company Account.
2.33. Fleet Management Company
The End-User holding a Company Account for which Split Billing has been activated, whether it is itself the Employer or acts on behalf of the Employer.
2.34. Split Billing Terms
The Split Billing Terms attached as Annex I to this EUA, governing the Split Billing functionality and forming an integral part of this EUA when Split Billing is activated.
3. SCOPE OF SERVICES AND PAYMENT TERMS:
3.1. Scope of Services
The following Services will be rendered by the Operator to the End-Users:
- Charging Services at public Charging Points within the Charging Network, b. Use of Identifiers provided by the Operator, c. Roaming Services, d. Establishing the End-User Account, e. Hosting Subscription Services, including:
– Providing access to the End-User’s public Charging Stations to the MSPs
operating within the Charging Network for the purpose of their Charging
Services provided to their EV Drivers, f. Home Reimbursement Services, g. Helpdesk Services.
3.2. Payable Services
The Services, except for the provision of the Identifier, establishing End-User Account and rendering Helpdesk Service, are payable.
The obligation to make a Payment for a Service does not arise until the ordering of the Service/start of the Charging Service, which the End-User confirms when placing the order for the Service or starting the use of the Charging Service.
3.3. Rates of Payments
The Operator has the right, upon one (1) month’s advance notification to the End-Users, to adjust the prices for the Services. If the End-User does not agree with the adjustment of the costs, the End-User can terminate this EUA, without costs, prior to the date on which the change would become effective, subject to a notification to the Operator at the latest fourteen (14) days before the adjustment enters into force. This cancellation does not free the End-User of the Payment obligations that may be outstanding then.
In the case of Charging Services, rates indicated in the App immediately prior to the start of the Charging Session are always binding.
3.4. Payment terms
- Payments for Services (including reimbursed costs) payable by End-Users:
Payments from End-Users: the End-User is obliged to pay within fourteen (14) days of the date of the invoice;
In case the End-User being organizations, public or business entities: the individually agreed payment term may apply (instead of the standard payment term of fourteen (14) days), provided it has been agreed on with the Operator or Last Mile Solutions in advance (a maximum payment term of thirty (30) days is allowed). Otherwise, the End- User is obliged to pay within fourteen (14) days from the date of the invoice.
For Private Sessions invoiced directly to a Fleet EV Driver under Direct Invoicing, the payment term of fourteen (14) days set out above applies. The Split Billing Terms add the rules specific to Direct Invoicing, in particular collection by Direct Debit under the Driver Mandate, the blocking of Identifiers in case of non-payment and the Joint Liability of the Fleet Management Company or the Employer.
Payments of costs reimbursed to employees (as a part of Home Reimbursement Service) payable by End-Users: the End-User is obliged to pay within fourteen (14) days of the date of the invoice;
- Remuneration payment to CSOs/CPOs hereunder or any other payments to
be made to End-Users:
Payment of Remuneration or any other payment to the End-User (from the Operator or Last Mile Solutions, whichever applies) will be made within forty-five (45) days of the date of the invoice;
- Reimbursement of charging costs to be paid to employees within the scope
of Home Reimbursement Service:
Employee: payments of reimbursed costs (in the case of Home Reimbursement Service)
to employees of the End-User will be made within thirty (30) days of the date of the invoice.
3.5. Administrative fee
In the event the data entered into the End-User Account by End-User is incorrect i.e.
does not comply with clause 1.6 or 6.2 of this EUA, which results in the need to correct or adjust the invoice to such End-User or any other Charging Network participant (i.e.
the owner and/or operator of the Charging Station) on the basis of such data, the Operator or Last Mile Solutions adjusting such an invoice will be entitled to charge the End-User with an administrative fee for each such an invoice correction or adjustment (i.e. additional remuneration for additional administrative process). If several errors appear in the invoice issued for the same Charging Network participant due to inaccuracy of data entered into by End-User, or if several invoices issued for the same Charging Network participant are affected by the same error, the administrative fee shall be charged once, provided that all such errors and inaccuracies are reported by the End-User before the adjustment of the invoice is made and may be introduced in one adjustment procedure (in such a case the adjustment request is treated as one request).
The administrative fee described herein shall amount to EUR 75 net per correction request concerning the same End-User or other Charging Network participant.
No administrative fee, including any Administrative Fee under the Split Billing Terms, is charged to a Fleet EV Driver in respect of Private Sessions invoiced to him or her under the Split Billing Terms.
Where Split Billing applies, manual interventions outside the automated operation of Split Billing, including the handling of Uncollected Amounts, the redirection of an invoice for Private Sessions to the Fleet Management Company and corrections required as a result of an incorrect configuration or an incorrect or accidental use of Split Billing, are subject to the Administrative Fees set out in the Split Billing Terms.
Those Administrative Fees are owed by the Fleet Management Company or, where applicable, the Employer, and the administrative fee under this clause 3.5 is not charged in addition for the same intervention.
4. CHARGING SERVICE, IDENTIFIERS AND ROAMING SERVICES:
4.1. Availability of the Charging Service
The App and/or Identifier provided enable you to use the Charging Service at the Charging Stations within the Charging Network.
The Charging Service is available during the hours of availability of the respective Charging Station, which are also indicated on the Platform and in the App.
Starting and finishing the Charging Session with the App is conducted by selecting the appropriate button in the App (“Start charging”, “Stop charging”).
Charging Stations that are available in the Charging Network may change in time and their availability depends on many factors, including agreements with a Partner Network. Therefore, a particular Charging Station may be removed from the Charging Network at any time.
4.2. Payments for Charging Service
The Charging Service is a payable Service, charged in accordance with the price list indicated on the Platform and in the App for the respective Charging Station. The rates and payment methods must be accepted before starting the Charging Session.
The prices indicated are always gross prices and include VAT (at the relevant rate).
Usually, charges are calculated per kWh consumed during charging.
In some cases, the prices shown throughout the App may also provide for additional charges e.g., start-up fee, roaming fee, and the fee for using direct payment methods.
Such charges are always clearly indicated on the price list.
In addition, the period during which your EV or your Fleet Driver’s EV is parked in the parking space assigned to the Charging Station may incur additional fees.
Payment methods are always indicated in the App. It may include prepaid payment methods with the use of a Visa, Visa Electron, MasterCard, MasterCard Electronic, Maestro debit or credit card and others as indicated in the App.
Payment via Direct Debit and/or by wire transfer may be available for registered End- Users (both EV Drivers and End-Users buying Charging Services for its Fleet EV Drivers).
By starting charging, you agree to use the Charging Service with the obligation to pay and you agree that the Charging Service will start immediately upon your request, without further right to withdraw from the agreement concerning this Service (if you are the Consumer).
The End-User will only be charged the amount due for the Charging Services performed.
4.3. EV Driver’s duties
While using the Charging Station, each EV Driver will:
- observe all regulations that are effective for and in connection with charging, both as established by the Operator and the CSO and/or CPO of the Charging Points, and any possible applicable legal (safety and other) regulations;
- use the equipment of the Charging Station only in a safe manner, in accordance with its intended use, the instructions for use of the Charging Station available at the Charging Station, and the instructions of the persons operating the Charging Station on site (if such persons are present at the Charging Station);
- use the parking spot connected with the Charging Station only for the time of the Charging Session and not impede other EV Drivers’ access to the Charging Station.
4.4. Charging Station
When providing the Charging Service, the Operator depends on the CPO and/or CSO of the relevant Charging Station that generates the data regarding the charging and technically enables charging, including the energy supply. CPO or CSO must ensure that the Charging Station is properly marked, complies with all legal and technical requirements, and that it is supplied with energy without power outages.
4.5. Identifier’s Use
The End-User may order the Identifier to be provided by the Operator.
An Identifier is provided by the Operator to enable the End-User to access the Charging Point (Station) and settle the Charging Session with its use.
Any Identifier provided by the Operator is and remains the property of the Operator.
4.6. Roaming Service
The End-User who uses the Charging Service hereunder, is also authorised to use the Roaming Service with the use of its End-User Account, the App or the Identifier. Such a Service allows EV Drivers to charge their Electric Vehicles within the Charging Network – outside Last Mile Solutions Network.
5. HOSTING SUBSCRIPTION SERVICE FOR CSO/CPO:
5.1. Hosting Subscription Service
An End-User being a CSO or CPO can buy a Hosting Subscription Service of its Charging Point. Such a Service allows for remote management and monitoring of the Charging Point and for settling Charging Sessions conducted at such a Charging Point.
The Hosting Subscription Service provides connectivity between the Charging Point and the Platform in such a way that the CDRs (Charge Detail Records) can be loaded into the Platform by the Charging Points. It also results in providing Charging Services to EV Drivers at Charging Stations covered by this Service by the Operator and other MSPs within the Charging Network.
5.2. Charging Network
All public Charging Stations registered on the Platform are included within the Charging Network (Last Mile Solutions Network).
Therefore, if you are a CPO or CSO of the Charging Point registered on the Platform, you agree to include such a Charging Station in the Last Mile Solutions Network and to have it accessed by the Operator, Last Mile Solutions or other MSPs authorised by them or included in the Charging Network for the purpose of providing the Charging Services, in exchange for the Remuneration.
You guarantee that you are entitled to grant such access and collect Remuneration therefore.
By accepting this EUA, you also authorise the Operator and Last Mile Solutions to grant further access to such Charging Stations within the Charging Network and to provide access to the data on your Charging Station to such entities.
5.3. CSO’s duties
As a CPO or CSO registering the Charging Point on the Platform you are and remain responsible for technically appropriate and secure operation and maintenance of such a Charging Point, devices or equipment applied at such a Charging Point (such as payment terminals if required by law), furnishing it with the relevant instructions as required by law and as agreed with the Operator, meeting all technical requirements, repairs and technical inspections (if required), as well as its compliance with all legal provisions applicable in this regard and the generally accepted rules of technology.
You are also obliged to supply such a Charging Point with the energy necessary for charging EVs and properly mark the Charging Station. By providing access to your Charging Station and supplying it with the energy to be consumed during the Charging Sessions, you provide the energy supply (within the VAT provisions meaning) to the Operator, Last Mile Solutions or another MSP operating within the Charging Network, enabling them to provide the Charging Service at you Charging Station.
Because of the scope of the duties of CSOs/CPOs, the Operator does not guarantee any Charging Point density and/or reachability and/or energy supply without power outages to its users.
5.4. Operator’s role
The Services of the Operator provided hereunder in connection with Charging Stations registered on the Platform are intended to support the performance of roles and duties of CPOs and/or CSOs of such stations. Any provision of this EUA will not result in taking over such a role (of CPO or CSO) and scope of such duties connected therewith by the Operator, particularly the duties specified in Regulation 2023/1804 (AFIR).
If you are a CPO of the Charging Station, the obligations of the ‘charging point operator’ within the meaning of Regulation 2023/1804 (AFIR) remain applicable to you and you continue to be obliged to perform them.
If you are a CSO registering the Charging Station on the Platform, it is assumed you act also as a CPO in this regard.
Any other arrangement requires signing a separate written agreement with the Operator.
Based on such a separate agreement between the Operator and the CSO/CPO, the Operator may agree to perform the role of the CPO of the Charging Station to be registered on the Platform. If such an agreement is in force at the time of registering the Charging Station on the Platform, the acceptance of this EUA by CSO/CPO being a party thereto will not result in any changes to such an agreement or its termination.
Unless the parties agree otherwise, in such a case, the duties of the Operator hereunder and duties under such a separate agreement will be performed independently.
5.5. Remuneration
As the End-User being CSO of the public Charging Station within the Charging Network, you will be reimbursed for using your Charging Station to provide Charging Sessions by the Operator, Last Mile Solutions or other MSPs within the Charging Network in accordance with tariffs and rates agreed upon on the Platform.
Remuneration for you as a CSO of the public Charging Station, as described above, will be paid based on invoices issued under self-billing authorisation granted directly to Last Mile Solutions under the terms described in Last Mile Solutions Terms (SELF-BILLING AGREEMENT).
5.6. Home Reimbursement Service
If an End-User using the Hosting Subscription Service of a Charging Private Point located at its employees’ (or another person’s) premises decides to use the Home Reimbursement Service, the Operator will reimburse such an employee (or another person indicated by the End-User) for energy costs consumed for Charging Sessions at such a Charging Private Point.
To perform this Service, the Operator uses the details indicated by End-User on its End- User Account, including payment details of such an employee and rate for energy, provided that all costs reimbursed pursuant to this clause must be paid back by the End-User using the Hosting Subscription Services (the employer or another entity).
6. OTHER SERVICES:
6.1. End-User Account
Except for Charging without registration, the End-User accesses the Services by registering and logging in to the End-User Account. The condition of establishing the End-User Account are (jointly):
- a fully completed registration form, including provision of correct data by End-
User;
- successful completion of the standard verification procedure of the End-User
data by the Operator in accordance with this EUA, Anti-Fraud and Anti-
Corruption Policy in Last Mile Solutions Network and provisions of the law
(validation of the End-User Account). The End-User Account may be active only
after its validation;
- acceptance of this EUA and Last Mile Solutions Terms.
Via the End-User Account, the End-User manages the scope of the Services and the settings of the End-User Account, orders Services and updates its data.
6.2. End-User’s duties connected with the End-User Account
The End-User is required to provide – via its End-User Account – all necessary, complete, correct, contact details, personal data, and payment information, as well as – if necessary – true, complete and correct data of their Fleet EV Drivers or employees – whether or not via the use of third parties – on the Platform and/or in the App. In the event of a change in the data provided during registration of the End-User Account, the End-User is obliged to immediately notify the Operator and provide it with the updated data. End-User should report any changes, particularly changes to the bank account number, invoicing address and/or email address, no later than within one calendar month before the change becomes effective. The End-User guarantees that:
- the personal data it provides to the Operator has been lawfully collected;
- it has informed the relevant data subjects about the processing of their personal data as required by the relevant data protection laws and has provided them with a copy of the Privacy Policy of the Operator;
where required or appropriate, it has obtained the valid consent of the data subjects for the processing of their personal data by the Operator.
6.3. Other Services
The Operator may also provide additional Services, not specified herein, as available on the Platform and/or in the App, such as payable add-ins to End-User Accounts.
The Operator may develop and add additional functions and Services options available at any time.
6.4. Newsletter
You may also agree, via the Platform, to receive the Operator’s Newsletter which may include commercial information or offers, to the email address provided by you.
It is possible to unsubscribe from this Newsletter at any time by sending information about the decision to unsubscribe to the Operator (using the email address mentioned in clause 1.1) or by clicking on the dedicated link provided for this purpose with the Newsletter email message.
7. PARTIAL TRANSFER:
7.1. Partial Transfer between Operator and Last Mile Solutions
Under a separate agreement between the Operator and Last Mile Solutions and upon your consent as indicated in clause 1.3, the Operator has partially transferred its rights and obligations resulting from this EUA to Last Mile Solutions (Partial Transfer):
- the Operator, upon your consent, has transferred to Last Mile Solutions part of its duties (debt) hereunder to provide you with the following Services: o Obligation to provide the Charging Session as defined in clause 2.24. For the avoidance of doubt, Last Mile Solutions therefore provides access to the Charging Stations but does not assume any other obligations of the Operator to the End-User, o Hosting Subscription Service, o Home Reimbursment Service;
- the Operator has assigned Last Mile Solutions with payment claims towards you as an End-User for the Services listed above, so you become obliged to make any due Payments for such Services performed by Last Mile Solutions to Last Mile Solutions directly and not to the Operator anymore.
As a result, Last Mile Solutions will also invoice you as an End-User for such Services, pay you (as a CSO) out with Remunerations due hereunder in connection with Charging Sessions conducted at your Charging Stations by MSPs within the Charging Network and issue self-billed invoices for the amounts of the Remuneration.
When performing its role connected with the Partial Transfer, Last Mile Solutions will also be authorised by you to collect payments from you by way of Direct Debit, if this method of payment is applicable.
The Partial Transfer takes place only to the extent and for the purpose as set out above.
The Partial Transfer may not include any other entity.
In order to avoid misunderstanding between the Parties, the Parties agree that Last Mile Solutions only fulfils the obligations explicitly assumed and that the Operator is obliged to undertake all necessary requirements in order for Last Mile Solutions to provide the Charging Session, the Hosting Subscription Service, the Home Reimbursement Service to the End-User. Thus, CPO/CSO remains responsible to comply with the applicable legal requirements regarding the Charging Stations, such as e.g.
Regulation (EU) 2023/1804 (AFIR). Further, a CPO/CSO has to ensure at his own risk and cost that the Charging Station is supplied with sufficient electricity for consumption, in particular for the Charging Sessions.
Where Direct Invoicing applies, the Partial Transfer also covers the Charging Sessions supplied to Fleet EV Drivers as End-Users in respect of their Private Sessions, and the claims for Payment against them. Last Mile Solutions is also the beneficiary of the Joint Liability of the Fleet Management Company or of the Employer under the Split Billing Terms and may enforce it directly, including by way of Indemnity Settlement Invoices, on which the related Administrative Fees are also invoiced.
7.2. Notification
By accepting this EUA, you are also notified about this Partial Transfer.
7.3. Terms of Services covered by the Partial Transfer
Terms of Services, including payment and liability terms, are described in this EUA and, where Split Billing applies, in the Split Billing Terms, and do not change because of the Partial Transfer.
8. HELPDESK. COMPLAINTS:
8.1. Helpdesk Service
The Operator also provides you with its Helpdesk support connected with the use of the Platform, the App, the End-User Account and the Services.
Each End-User must address such complaints – if any – to the Operator directly.
Where Direct Invoicing applies under the Split Billing Terms, questions, disagreements and complaints of a Fleet EV Driver concerning the classification of Charging Sessions or invoices for Private Sessions are addressed to the Fleet Management Company (or, where applicable, the Employer), which handles them in accordance with the Split Billing Terms. The mandatory rights of Consumers are not affected.
Contact details are given in clause 1.1. of this EUA.
The Operator will respond to the complaint without undue delay by the same means by which the complaint was submitted or by email.
In the case of Consumers, Section 9 of this EUA (9. CONSUMERS) also applies.
8.2. Charging Station helpdesk
Any time you use the Charging Service, you may also use CPO’s helpdesk available at the Charging Station.
The contact details will be displayed on the Charging Station.
8.3. Last Mile Solutions helpdesk
If you need to contact Last Mile Solutions directly, if you would like to make a complaint to Last Mile Solutions, you will find relevant contact details in Last Mile Solutions Terms.
9. CONSUMERS:
9.1. Consumers
This Section 9 applies only to End-Users who are Consumers.
9.2. Right of withdrawal
A Consumer will have the right to withdraw from the agreement with the Operator without cost and without giving any reason within fourteen (14) days of its conclusion.
Sending the declaration before the deadline is sufficient to meet this deadline.
If the digital content covered by the Operator’s Service is not delivered to the Consumer, the Consumer may furthermore withdraw from the agreement without calling for delivery of the digital content covered by the Service:
- if it is clear from the Operator’s statement or circumstances that it will not deliver the digital content or digital service,
- if the Consumer and the Operator have agreed, or it is clear from the circumstances of the conclusion of the contract, that a specific deadline for the delivery of the digital content or digital service was of material importance for the Consumer and the Operator has not delivered it within that deadline.
The Consumer may also withdraw from this EUA if the digital content covered by the Service or the digital Service does not comply with the EUA, as described in clause 9.3 below.
In the case of withdrawal from this EUA, the agreement is deemed not to have been concluded. The Operator will be obliged to reimburse – within fourteen (14) days – all Payments paid by such an End-User, except for Payments for Services performed upon the request of the Consumer before the withdrawal from the EUA.
The Operator will provide the Services before the expiry of the deadline for withdrawal from the agreement with the Consumer upon the Consumer’s express request.
The Consumer may use the following model (optional) withdrawal declaration:
Model withdrawal form Addressed to: __ – I/We(*) hereby give notice(*) of my/our withdrawal from the contract for the provision of the following service(*)
– Date of conclusion of the contract(*)
– Full name of Consumer(s)
– Address of consumer(s)
The charging Service is generally provided immediately. By requesting the charging Service, you expressly consent to us starting the Service before the statutory withdrawal period expires. You further acknowledge that your right of withdrawal will lapse once the Service has been fully performed. You are reminded that in such a case, you will be obliged to pay for the full Service performed. If you withdraw before full performance, you must pay an amount proportionate to the Service already provided in relation to the total scope of the Service.
9.3. Contractual compliance – legal liability for the Services
If the digital content covered by the Service or the digital Service is not in conformity with this EUA, the Consumer may request it to be brought into conformity with the EUA.
The Operator may only refuse if the request is unreasonable (the Operator is not responsible for the non-conformity in question) or if bringing it into conformity with the EUA is impossible or would require excessive costs for the Operator. The bringing into conformity with the EUA will take place within a reasonable time from the moment of the complaint. The costs of bringing the Service into conformity with the EUA will be borne by the Operator.
If bringing the Service into conformity with the EUA is impossible or requires excessive costs, the Consumer may request a proportionate price reduction or, if the lack of conformity is not insignificant, withdraw from the EUA. The preceding sentence will also apply if the lack of conformity of the Service with the EUA is so significant that it justifies a reduction of the price or a withdrawal without a prior request to bring it into conformity.
9.4. Time to resolve a complaint
The Consumer’s complaint will be considered by the Operator without undue delay, but no later than within fourteen (14) days of its submission, and a response will be provided in each case on a durable medium. If the Consumer’s complaint is not responded to within the prescribed period, the complaint will be deemed justified.
9.5. Right to terminate
If the Platform or the App’s update made by the Operator or other change to the Services cause a material and adverse effect on the Consumer’s access to or use of the Services, the Consumer may terminate the agreement without notice within thirty (30)
days of such change.
9.6. Minimum duration of the Consumer’s obligations
The Consumer will be bound by the agreement under this EUA for at least the period from the start of the Charging Service until payment for such a Service performed and/or for the time the End-User has the End-User Account.
10. LIABILITY:
10.1. Operator’s liability
Unless otherwise provided by law, the Operator will not be liable for the non-conformity of the digital Services, including the digital content provided, with the EUA, as well as for damage and other consequences resulting from:
- the incompatibility of the digital environment used by the End-User with the technical requirements for the use of the Platform, the App or Services of which the End-User was informed prior to the conclusion of this EUA, including irregularities in the End-User’s computer equipment or mobile devices or the malfunction of third-party software used by the End-User;
- failure to fulfil the obligation of required cooperation in the provision of the Services, of which the End-User was informed prior to the conclusion of the agreement with Last Mile Solutions, the incorrect operation of the Platform or the App by the User.
Unless otherwise stipulated by law, the responsibility for the provision of electricity to the respective Charging Station, including the actual enabling of (full) charging of the electric/hybrid vehicle and its efficiency, rests with the CSO, CPO or another exploiting entity operating the respective Charging Station. The CPO or CSO is responsible for the provision of electricity to the respective Charging Point, including the actual enabling of (full) charging of the Electric Vehicle and its efficiency. The Operator is not responsible if the EV cannot (or cannot safely) be charged due to a defect in the electric vehicle or in the tools used, such as charging cables.
The Operator may be liable for damage incurred by the End-User as a result of an attributable failure by the Operator to comply with its contractual obligations vis-a-vis the End-User on condition that the End-User informs the Operator of such failure in writing within ten (10) business days of the day on which the End-User has identified or could have reasonably identified the failure, granting the Operator a reasonable term to still comply. The period of ten (10) business days referred to in the previous sentence does not apply to Consumers.
The Operator’s total liability under the Terms is limited to six (6) times the fee paid by the End-User for the Services for the month when the damage occurred and to the actual loss incurred (this limitation does not apply in the case of gross negligence or intentional damage, nor it applies to End-Users who are Consumers).
The limitations above apply accordingly to Last Mile Solutions due to the Partial Transfer.
10.2. Operator’s guarantee for this EUA
In addition to other duties of the Operator hereunder and irrespective of the Partial Transfer and engagement of Last Mile Solutions, the Operator provides the End-User with its own guarantee that this EUA will be performed in full in accordance with its content.
10.3. End-User’s liability
The End-User is liable in accordance with the statutory provisions.
In particular, unless otherwise stipulated by the law, the End-User will be liable for errors in documents, payments, or other damage caused by the End-User’s failure to comply with the obligation to provide true, correct and complete information required.
Unless otherwise stipulated by the law, the End-User will be liable for damage caused by improper or careless use of the Platform, the App or Charging Stations, as well as any consequences of fraudulent, corruption or other illegal activity of End-User or their personnel taken in connection with the Services’ use and will indemnify the Operator against claims arising therefrom.
11. PERSONAL DATA:
11.1. Data Controller
The Operator, as specified in clause 1.1 hereof, is a data controller of the personal data of the End-User who is a natural person and/or persons representing the End-User.
You can contact the Operator on matters concerning your personal data using the contact details specified in clause 1.1. hereof.
11.2. Processing of personal data
The Operator processes, inter alia, the End-User’s contact details, email address, scope of Services used, billing data (e.g., payment card data), End User’s data indicated for the invoice (name, company, VAT ID, address).
Personal data of End-Users or their personnel is processed to (i) perform this EUA (for the time of the agreement concluded hereunder and until the statute of limitations on claims) and (ii) fulfil its legal obligations (for the time required by law i.e., for archiving sales documentation).
Where Split Billing is activated, personal data of Fleet EV Drivers are also processed as described in the Split Billing Terms. The Fleet Management Company and, where applicable, the Employer process those data as separate controllers for their own purposes.
11.3. Rights of the End-User
The data subject has the right to access, rectify and erase data, restrict processing, data portability, as well as to lodge a complaint about unlawful processing with the data protection supervisory body (the Dutch Data Protection Authority or your local EU data protection supervisory body).
11.4. Operator’s Privacy Policy
Details of the processing of personal data can be found in the Operator’s Privacy Policy available on the Platform, in the App, as well as at ___
11.5. Last Mile Solutions’ Privacy Policy
To the extent related to the Partial Transfer, in accordance with the rules described in clauses 11.1-11.3, personal data of End-Users who are natural persons, their representatives, employees, EV Fleet Drivers are also processed by Last Mile Solutions.
Details regarding the processing of personal data by Last Mile Solutions can be found in the Privacy Policy available at: https://www.lastmilesolutions.com/privacy-policy.
12. TECHNICAL MEASURES AND RISKS:
12.1. EV
The Charging Service at a given Charging Station will be available exclusively to EV Drivers whose EV meet the technical requirements of such a Charging Station, as indicated in the App and the Charging Station instructions.
12.2. End-User Account
Registration of an End-User Account is necessary to use the Services provided for registered End-Users. Use of the Charging without registration Service does not require an End-User Account registration.
12.3. Internet connection
To use the Services on the Platform, the End-User must have computer equipment or a mobile device with access to the Internet and a web browser meeting the standards indicated by the Operator. It may also be necessary to enable necessary cookies to properly provide the Services.
12.4. Email address
To use the Services, the End-User must have an active email address.
12.5. App requirements
The End-User must have a mobile device equipped with an Android operating system version 5.1 or higher or iOS operating system version 11.0 or higher (in accordance with the requirements indicated in the applicable mobile application distribution channel)
with access to the Internet, download and install the App.
12.6. Charging Points
To be covered by the Services, the Charging Points must meet the communication standards required for the Platform (i.e. OCPP communication protocol) and be equipped with a SIM card provided by the Operator or Last Mile Solutions. The installation of the SIM cards in the Charging Point, the adjustment of the Charging Point to the possibility of communication with the Platform and the performance of integration tests are the responsibility of the End-User. The End-User also bears the costs of telecommunication services connected to the Charging Point’s communication with the Platform. Hosting Subscription Service may be rendered only after prior proper installation of the SIM card and integration with the Platform.
12.7. Security
The Operator, Last Mile Solutions and their subcontractors take several measures to secure data processed on the Platform and in the App at the highest possible level, including by using data transfer security, securing websites and software against cyber- attacks, and updating IT tools used. Specifically, SSL encryption (used to secure data transmission over the Internet), SEPA integration protocol (banking interface), are used in connection with Services.
12.8. Notice of risks
The End-User should keep in mind that no security measure can fully eliminate all risks and threats, especially those related to the use of the Internet or mobile devices as such. Such risks may include malware, spyware, SPAM, phishing, hacking and cryptanalysis. Also, the way End-User uses the Services, including exercising caution when using the Internet and having its own anti-virus software, affects the level of risk to services provided electronically.
12.9. Prohibition
The End-User may not introduce to the Platform, the App and the End-User Account content of an unlawful nature, violating the law or good morals, including the introduction of any malicious software or tracking software.
12.10. Interruptions
Temporary interruptions in the operation of the Platform or the App are possible for the purpose of carrying out maintenance, repair and development work, specifically for the purposes of updating and expanding them – provided that the scope of work justifies such an interruption. The Operator, respectively, will inform the End-Users in advance of any planned interruptions in the operation of a given Service. Interruptions in the availability of the Services may also occur for other reasons beyond the control of the Operator or Last Mile Solutions, including interruptions in electricity supply, Internet, telecommunications problems, communication problems or other external causes.
13. OTHER PROVISIONS:
13.1. Law and competent court
The EUA will be governed by the laws of Belgium.
Any disputes arising from the EUA will be settled by the competent Court of Brussels (Belgium).
The choice of law does not deprive the Consumer or End-User concluding this agreement of its rights and protection under mandatory provisions of the law of his/her country of habitual residence (which – in the absence of the abovementioned choice of law – would have been applicable to this Consumer).
13.2. SaaS
The End-User Account – as described herein – is provided as a Service (no licence is granted). Your rights of use, as an End-User, are limited to the scope described herein and limited for the time of this agreement.
13.3. Termination
The agreement with the Operator as described in this EUA is concluded for an indefinite term and the End-User, the Operator and Last Mile Solutions (each of them separately)
may terminate this EUA at any time by notice, with one (1) month notice.
In the event of termination of Last Mile Solutions Terms, further use of the Platform and/or the App is not allowed, and this EUA will be deemed as terminated as well.
The Operator can terminate this EUA as a whole – or – as the case may be – partially – with immediate effect (after a prior request to cease violation within a reasonable remediation period) if:
- it repeatedly proves impossible to carry out the direct debit/automatic collection of due fees; or
- End-User’s payment arrears of more than thirty (30) days accrue; or
- the End-User does not comply with this EUA.
13.4. The version of EUA
The agreement with the End-User is governed in each case by the EUA in the version accepted on the Platform /or in the App or modified in accordance with this EUA.
13.5. Change of EUA
The Operator is unilaterally authorised to amend this EUA during their term for important reasons, in particular:
- to reflect changes in the law or their interpretation by courts or administrative bodies;
- to add new functionalities or Services or change the scope of Services offered;
- to correct obvious mistakes, calculation errors, language errors, etc.;
- if there is a change in the contractual relationship between the Operator and Last Mile Solutions or between either the Operator or Last Mile Solutions and their contractors or partners, in each case to the extent affecting Last Mile Solutions’ Services;
- if there is a change to the infrastructure of the Charging Network, the Platform or the App affecting their operation. The registered End-User will be informed about the change of the EUA electronically by the content of the new EUA being made available to the End-User via email or the End-User Account. Amendment to the EUA is effective upon the lapse of fourteen (14) days from the time the amended EUA is made available to the End-User or from the moment of the End- User’s acceptance of the amended EUA. In the case of a Consumer End-User, the amended provisions of the EUA become binding no earlier than from the moment of the acceptance of the amended EUA by the Consumer End-User. The End-User may terminate this EUA within fourteen (14) days of receiving the amended EUA. During the notice period, the previous provisions of his EUA will apply. Amendments to this EUA do not affect the Services performed until the date of the amendment.