Terms of Service

Currently applicable version as of 1 November 2023

Terms of Service

These Terms of Service are used by EVBox B.V. (”EVBox B.V. ”), located at Kingsfordweg 151 (2nd floor), 1043 GR, Amsterdam, the Netherlands, and registered under no. 32165082 at the Dutch Chamber of Commerce.

If any person is using the Services on behalf of an organization or entity (i) these Terms of Service apply to that organization and not to that person directly; and (ii) that person is entering into the Agreement with EVBox B.V. on behalf of that organization or entity, that person represents and warrants that it is authorized to agree to these Terms of Service on that organization or entity’s behalf and bind them to these Terms of Service.

The applicability of any of Customer’s purchasing terms or other general or specific terms and conditions is explicitly rejected.

1. DEFINITIONS

1.1. In these Terms of Service, capitalized terms shall have the meaning given to them in this Clause 1 and as otherwise capitalized in these Terms of Service:

1.1.1. “Affiliate”: Means a legal entity that controls, is controlled by, or is under common control with a party, where “control” is defined as owning more than 50% of the voting shares of such entity.

1.1.2. Agreement: Means the Order Form and these Terms of Service.

1.1.3. Authorized User: (i) means an employee, agent, contractor or service provider of Customer or its Affiliates; and (ii) a customer (including its employees, agents, contractors, or service providers) of Customer or its Affiliates; that Customer has or its customers have registered to access and use the Services.

1.1.4. Confidential Information: Means any business or technical information disclosed by one party to the other party, provided that it is identified as confidential at the time of disclosure or under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.

1.1.5. Customer: Means the person who purchases Services from EVBox B.V.

1.1.6. GDPR: means General Data Protection Regulation, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC, to be directly applicable from the 25th of May 2018 onwards in the member states of the European Union.

1.1.7. Effective Date: Means the start date of the provision of Services as depicted in the Order Form, or, if no start date is included in the Order Form, the date when EVBox B.V. starts the provision of Services.

1.1.8. Intellectual Property Rights: Means patent rights (including, without limitation, patent applications and disclosures), copyrights, database rights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.

1.1.9. Order Form: Means the method by which Customer orders Services, which is either a web-interface where Customer orders Services, or a document that is signed by both Customer and EVBox B.V.

1.1.10. Charging Station: Means a facility, including all associated and underlying installations, where a vehicle can be charged.

1.1.11. Services: Means (i) the cloud-based platform delivered and accessible through the Site or API’s through which EVBox B.V. provides Charging Station management services, (ii) services that are related to the Charging Station management services; and (iii) other services as described in the applicable Order Form, eg. to configure and roll-out Services to Customer and Authorized Users.

1.1.12. Site: Means EVBox B.V. ’s website located at: https://evbox.everon.io or any other location as provided by EVBox B.V.

2. SERVICES

2.1. Services. In consideration of Customer paying to EVBox B.V. the fees and subject to the terms of this Agreement, EVBox B.V. hereby grants to the Customer, from the Effective Date, a non-exclusive, non-transferable, non-sublicensable license during the Initial Term and any Renewal Term to access the Services solely for its own business purposes.

2.2. Cooperation and assistance. Customer will cooperate with EVBox B.V. in good faith and provide to EVBox B.V. the information and personnel that EVBox B.V. reasonably requests and requires to provide the Services.

2.3. Authorized Users. Customer will keep its user IDs and password for the Services confidential and will be responsible for all actions taken under an Authorized User’s account, whether or not the Authorized User and Customer are in an employer-employee relationship. Customer will comply with all applicable laws, rules and regulations in connection with its use of the Services. Customer will promptly notify EVBox B.V. of any suspected violation of the Agreement by an Authorized User and will cooperate with EVBox B.V. to address the suspected violation. EVBox B.V. may suspend or terminate any Authorized User’s access to the Services upon notice to Customer in the event that EVBox B.V. reasonably determines that such Authorized User violated the Agreement.

2.4. Inactive account deletion. EVBox B.V. reserves the right to permanently delete inactive accounts, its activity and its Data. An inactive account is an account that has not been used for a period as communicated by EVBox B.V..

2.5. Restrictions. Customer will not allow anyone other than Authorized Users to access or use the Services from Customer’s accounts. Customer will not and will ensure that its Authorized Users do not: (i) attempt to interfere with or disrupt the Services (or any related systems or networks) or use the Services other than directly for Customer’s benefit; (ii) copy, modify or distribute any portion of the Services; (iii) rent, lease, or resell the Services; or (iv) transfer any of its rights hereunder. In addition, Customer will not reverse-engineer or access the Services in order to build a derivative or competitive product or service.

2.6. Changes. As part of EVBox B.V. ’s continuous evolution of its services, EVBox B.V. makes modifications to its Site and Services, such as adding or removing features and functionalities, or offering new digital services or discontinuing old ones. If a modification materially affects Customer’s ability to use EVBox B.V.’s Services, or if EVBox B.V. stops offering a service as part of its Services altogether, EVBox B.V. will provide Customer with reasonable advance notice, except when EVBox B.V. makes modifications (i) to prevent abuse or harm; (ii) in response to a legal requirement; or (iii) to address security issues.

2.7. Charging Station updates. EVBox B.V. reserves the right to provide and install Charging Station firmware updates and upgrades on Customer’s EVBox B.V. Charging Station that is connected to the EVBox Everon Network.

2.8. Changes free Services. For any free Services, Clause 2.6 does not apply and EVBox B.V. B.V reserves the right at any time to modify or discontinue the free Service (or any part or content thereof) without notice. EVBox B.V. is not liable to Customer or to any third party for any modification, suspension or discontinuance of the free Service.

2.9. Maintenance. EVBox B.V. is entitled to temporarily interrupt the provision of the Services, or part thereof, for the duration of any planned or unplanned maintenance. EVBox B.V. aims to keep the impact as minimal and the duration of the interruption as short as possible for Customer.

2.10. Data. All data that is generated by Customer’s use of the Services, the Charging Station, a vehicle, or through a public or private charging session (together called “Data”), may be accessed, processed, and otherwise used by EVBox B.V. and its Affiliates as necessary to perform and fulfil its obligations under the Agreement and to comply with applicable laws and/or a court order. In the unlikely scenario that any Data is lost or corrupted by fault of EVBox B.V., EVBox B.V. will use commercially reasonable efforts to restore such Data. As such, EVBox B.V.’s efforts to restore lost or corrupted Data pursuant to this section shall constitute EVBox B.V.’s sole and exclusive liability and customer’s sole and exclusive remedy in the event of any loss or corruption of Data. EVBox B.V.’s processing of personal data is governed by Clause 5 of these Terms of Service.

2.11. Information Security. EVBox B.V. will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Services or Data. EVBox B.V., however, will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond EVBox B.V.’s control.

2.12. Analytical Data. EVBox B.V. and its Affiliates may collect and analyze Data and other information relating to the provision, use and performance of the Services and related systems and technologies therefrom (“Analytical Data”) to improve and enhance its products and services. Nothing in the Agreement prevents EVBox B.V. from collecting, analyzing, storing, or disclosing any data and information regarding the Services or the usage thereof, provided that such data and information are anonymized and aggregated, and do not identify the Customer or Customer’s confidential Information.

2.13. Feedback. At its option, Customer may provide feedback or suggestions about the Services. If Customer provides feedback, then EVBox B.V. and its Affiliates may use that feedback without restriction and without obligation to Customer.

2.14. Suspension. EVBox B.V. may temporarily suspend Customer’s and any Authorized User’s access to any portion of or all the Services if EVBox B.V. determines that:

2.14.1. Customer’s or any Authorized User’s use of the Services disrupts or poses a security risk to the Site;

2.14.2. the Site is under attack or threat of attack;

2.14.3. Customer materially or repeatedly breaches the Agreement;

2.14.4. it is required to do so to comply with a legal requirement or court order.

2.14.5. EVBox B.V. shall not be liable to Customer where it suspends Customer’s access to the Services in accordance with the above.

3. FEES, EXPENSES AND PAYMENT

3.1. Fees. Customer will pay to EVBox B.V. the fees, without offset or deduction, in accordance with the terms set forth in the applicable Order Form(s) and this Clause 3. Unless otherwise agreed in the Order Form, EVBox B.V. may adjust the fees once per calendar year by providing an advance notice of 30 calendar days.

3.2. Taxes. All fees and other amounts stated or referred to in the Agreement are exclusive of all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”). Customer will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on EVBox B.V.’s net income.

3.3. Invoices and payment. All Recurring Fees shall be invoiced at the start of each of the recurring periods by EVBox B.V. , unless otherwise stated in the applicable Order Form. “Recurring Fees” shall, for this purpose, mean a payment model where EVBox B.V. charges Customer at predefined intervals. All non-recurring fees shall be invoiced based on the effective Services rendered. Customer accepts that EVBox B.V. has the option to send electronic invoices and/or invoices by email, if allowed under applicable laws. If no automatic payment method was agreed and unless otherwise agreed, Customer shall pay each invoice submitted by EVBox B.V. within thirty (30) calendar days after the invoice date. All payment obligations are non-cancellable, and other than as provided in the Agreement; all amounts paid are non-refundable. EVBox B.V. will be entitled, in its sole discretion, to withhold performance and discontinue Customer’s access to the Services until all undisputed amounts past due are paid in full, and/or to terminate the Agreement.

3.4. Late payment. If Customer fails to pay an amount by the due date for any reason, it shall automatically be in default by operation of law without any further notice being required. EVBox B.V. may assign the collection to a collection agency at any time starting from the moment Customer is in default. In that event and notwithstanding any other rights and remedies EVBox B.V. may have under applicable law, EVBox B.V. shall be entitled to charge Customer (i) interest on all due and unpaid amounts from the due date of the unpaid invoice at a rate of 1% (one percent) per month above the statutory interest for commercial agreements applying under applicable law; and (ii) all reasonable administrative, internal, and extrajudicial collection cost. The extrajudicial collection costs amount to 15% of the outstanding invoice amount, with a minimum of EUR 40 (forty euro), or an equivalent amount in the agreed currency.

4. PROPRIETARY RIGHTS

4.1. Unless indicated otherwise, all Intellectual Property Rights related to the Services and Analytical Data are owned by EVBox B.V. and/or its licensors and suppliers.

4.2. Usage of any trade names, logos, trademarks, services marks and other marks of EVBox B.V. is subject to EVBox B.V.’s prior written approval. Any goodwill arising out of the use shall inure to the benefit of EVBox B.V..

4.3. Customer agrees not to remove or obscure any EVBox B.V. logo or copyright notice in the Services.

5. PERSONAL DATA

5.1. In case a party to this Agreement Processes any Personal Data of the other party and/or of third parties in connection with the Agreement, it will Process such data in compliance with the applicable data protection laws. Each party will ensure it has the appropriate legal bases and notices in place to ensure lawful Processing of the Personal Data for the duration and purposes of the Agreement. Each Party shall take appropriate technical and organizational measures against accidental loss or destruction of, such Personal Data and any unauthorized or unlawful Processing of such data.

5.2. EVBox B.V. is an independent Controller in relation to the Personal Data Processed under the Agreement, unless otherwise is stated in the Order Form or any related agreements. The information on how EVBox B.V. Processes Personal Data can be found in EVBox B.V.’s Privacy Policy, available at https://evaftersales.com/priva...  (as amended from time to time).

5.3. Where EVBox B.V. is a Processor (as may be indicated in the Order Form or any related agreements), the parties will enter into a separate data processing agreement substantially in the form provided by EVBox B.V..

5.4. Customer will have in place appropriate technical and organizational measures to ensure secure, permitted, and appropriate use of the Services, regardless of whether Personal Data are processed.

5.5. The capitalized terms used in this Clause 5 have the meaning set out below, or, if not defined, have the meaning given to them in the GDPR.