End User Agreement
This End User Agreement (hereinafter referred to as the "Agreement") is
entered and shall be effective as on Date (hereinafter referred to as the
"Effective Date")
By and between
CleverIT-Services Kft. (hereinafter referred to as the "Company"), having its
principal place of business at Miklós utca 13. 8. emelet 42. Budapest 1033,
Hungary and;
Customer (hereinafter referred to as the "Customer"), having its address or
principal place of business at Customer Address
WHEREAS the Company agrees and appoints the Customer the non-
exclusive rights to use the Company's services (hereinafter referred to as the
"services") on the Managed Cloud Platform (hereinafter referred to as the
“MCP”)
Hereinafter, the Company and the Customer shall be collectively referred to
as the "Parties" and individually as the "Party".
THEREFORE, the Parties agree to comply with the terms and conditions as
proposed below:
Contract details
1. Provided Services
The Company develops and operates a cloud platform for managing charging
stations for Electric Vehicles. The platform is provided “As Is” to Enterprises
and End Users in the countries, listed in Amendment A of this Agreement.
For avoidance of doubt: the Company is not selling or reselling electricity and
doesn’t participate in the delivery chain for providing energy services for
Electric Vehicles and anything else.
The description of the service Tiers and Packages is provided in Amendment
D to this Agreement.
In the case there are any details in Amendment F, they prevail on the written
in the rest of this Agreement, other Amendments and any related document.
2. Authorization
The Company authorises and grants a special non-exclusive license to the
Customer to use the services as agreed upon by the Parties hereto in the
states and territories listed in Amendment A.
The Professional tier includes possibility for accepting payments through
Authorised Payment Providers (Amendment B to this agreement) or
Authorised Property Management Systems (Amendment C to this
Agreement). The Customer, implementing this option, needs to have a
contract with the Authorised Payment Provider or Authorised Property
Management System vendor for accepting the payments and cover the
transaction fees.
Cases when the Customer doesn’t have an account with the Payment
Processor and require the Company to have a contract with the Payment
Processor and intermediate the payment flow are not yet supported and will
be a subject of an Annex to this agreement, should they be available in the
future.
3. Pricing and Payment Terms
For the Company to provide the Customer with the services, the Company
shall invoice the Customer with the amounts in Amendment E as
compensation for the services delivered. All prices in Amendment E are
monthly net prices in EUR - without applicable VAT or Sales Tax.
The consumption based pricing is calculated based on the information,
provided by the installed charger devices - which devices are not provided
under this agreement. Should any difference between the billing information
and the certified measurement devices data appear, it is in the responsibility
of the Customer to settle the eventual dispute and this doesn’t provide a
reason for delaying or refusing the payment by the Customer to the
Company.
Pricing does not include any physical infrastructure or the actual cost of
energy.
For description of the plans refer to Amendment D to this Agreement.
3.1 Customer pricing
All the valid package prices are available in Amendment E.
Convenience Fee per payment transaction through an Authorised Payment
Provider or and Authorised Property Management System for maintaining the
integration with the Payment Provider or Property Management System:
The Convenience Fee is available in Amendment E.
3.2 Roaming
The Outbound Roaming service is an optional service for the End Users
(subject of availability). The End Users will pay the announced charges to the
3rd party EV charger through the application.
The Inbound Roaming service is an optional service for the End Users
(subject of availability and eligibility and enabling the service option by the
End User). The Company will determine the sales price of the charging and
will pay the charging feels to the eligible End Users per the rate, selected in
the profile of the chargers in the Managed Cloud Platform.
3.3 Additional Services
For customisation, feature development and integrations with additional platforms (eg. Payment Processors, Property Management Systems, CRM systems, Communication tools and similar), the Company may evaluate the request and may provide a proposal for the implementation. If the Parties agree on the additional services, the feature will become generally available on the MCP after the implementation.
3.4 Payment Terms and Conditions
If the service is not indicated by the Customer or by the Company like
“Canceled”, the active chargers agreement will be automatically renewed by a
charge of the registered payment method of the Customer from the Company
before starting of any new month period, 3 days before the end of the last
valid contracted month. The Customer should ensure a valid payment of the
charged amount before the start of the new period. Not receiving the payment
in time leads to automatic suspension of service to the Customer.
The Company shall only accept payment by credit cards - no cash payment is
accepted in any form.
In a case of a service cancelation is indicated by the Customer, the actual
service will remain active until the end of the paid period. No refund will be
provided for any unused services.
4. Obligations and Responsibilities
The Customer is obliged to ensure, that any service, consumed on the MCP
or with the help of MCP or the Company, is used in a good faith and
according the law (including financial and taxation) of the territory, where the
service is used.
In no case (and we really mean it: in absolutely no case) will the Company
assume any legal or financial responsibility for the consequences of using the
services, provided by the Company. The Customer is obliged to obtain all the
necessary licenses and permissions and pay all the fees and taxes, related to
the use of the services. The Company will only accept liability for any
unintentional damage, capped to the amount of the last monthly fee, paid by
the Customer for using the services of the Company.
The Company would explicitly state, that the the electrical installation of the
connected devices and the process of charging the electric vehicles are
completely in the responsibility of the Customer. Any consequences and
damages by this process are completely in the responsibility of the Customer.
The Company may perform tests and maintenance tasks at any time and may
require the Customer to allow access to one or more chargers on the
network. Company will do reasonable efforts to provide a notification in
advance. The required access and support activities should be provided by
the Customer to Company without charge.
5. Service Level Objectives
Any details in about the Service Level Objectives (SLO) are provided in Amendment G to this agreement.
6. Delivery Schedule
The Company shall dispatch and deliver the services on the MCP (https://cleverev.net) with automatic provisioning from the Customer.
7. Representation and Warranty
The Company hereby represents all the services as approved for the use under the jurisdiction laws of the state of Hungary, and warrants for the same to the Customer. However, if the Customer receives any damaged services that do not match the description/expectation of the Customer, the Customer shall inform the Company in a written notice upon receiving such wrongly functioning services. The Company is responsible to repair the wrongly functioning service according to the valid SLO.
8. Term and Termination
The Agreement shall be enforceable as per the aforementioned Effective
Date and shall continue to exist in perpetuity.
The Customer can indicate his willingness to terminate the current contract at
any time. In such case the contract will be terminated at the end of the current
contractual period.
The Company can terminate this agreement with 30 days notice by email,
sent to the registered email address of the Customer. The email will be
considered delivered when the email is sent by the mail server of the
Company.
In event trustworthy information about the Customer using the services of the
Company in illegal way, the Company is entitled to decide to ask for fixing the
illegal situation and/or temporarily or finally suspend or terminate the provided
services with immediate effect. No refund will be provided in a case of any
unused services in such case.
9. Confidentiality
The Parties agree and acknowledge that during the term of this Agreement, the Parties shall have access to the other party’s personal or confidential information.
The Parties shall refrain from disclosing the aforementioned confidential information publicly or to any third party, including and not limited to any inadvertent disclosure, causing irreparable harm, loss, damage, or injury to the other Party.
10. Intellectual Property Rights
Nothing in this Agreement will function to transfer any of either Party’s Intellectual Property rights to the other Party.
11. Title and Restrictions
The Customer shall not have any right, title or interest in the services and cannot directly or indirectly change and/or modify the services.
12. Limitation of Liability
Neither Party shall be liable to the other party for any indirect, special, or consequential damages arising out of this Agreement.
13. Arbitration
This Customer Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of Hungary and subject to the exclusive jurisdiction of the Fővárosi Törvényszék.
For any questions, not explicitly agreed in the current contract, The Terms of Service, located at https://app.termly.io/document/terms-and- conditions/7ffbe4bf-9b7f-4db6-ab50-e91aa09191d5 apply. All customer data,stored and processed by the Company, is handled according to the Privacy Policy, located at https://app.termly.io/document/privacy-policy/f23dc447- 5d5c-4703-9e7d-f46df7d3d2e2
14. Miscellaneous
14.1 Service in development:
The Parties understand and acknowledge, that the MCP is a service in development. Some of the functionality will be available according to the Company roadmap. Should the Customer require additional functionality, it will be a subject of additional Amendment F to this Agreement and may require additional fees to be charged.
14.2 Governing Law:
The Agreement herein shall be governed by and construed with the jurisdiction laws of the state of Hungary.
14.3 Inclination:
The Parties must acknowledge that this Agreement hereinafter is solely for the benefit of the Parties undersigned.
14.4 Notices:
All notices to the Parties, digitally or physically, shall be addressed respectively through certified mailing address, email, or facsimile.
14.5 Amendments:
No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.
14.6 Force Majeure:
Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
14.7 Relationship of Parties:
It is hereby agreed that the Parties herein are Independent contractors and the relationship between both the Parties shall not constitute a partnership or a joint venture.
14.8 Entirety:
This Agreement and other annexures, therefore, constitute the entire Agreement between the Parties concerning the matter of subject hereof and thus, supersedes all prior Agreements, purchases, understandings, and negotiations, written or phonated, between the Parties.
15. Acceptance and Signature
In WITNESS WHEREOF, the undersigned Parties have duly executed the terms in this Agreement as of the aforementioned date.
Amendment A: Countries, where the Customer is authorised to use the CleverEV services
The list of authorised countries is located at: https://cleverev.net/countries
Amendment B: Authorised Payment Service Providers
The list of authorised Payment Service Providers is located at: https://cleverev.net/payments
Amendment C: Authorised Property Management Systems and Infotainment Systems
The list of authorised PMS Systems and Infotainment Systems is located at: https://cleverev.net/pms
Amendment D: Description of Tiers and Packages
The commercially available packages and their main functionality is available on the following link: https://cleverev.net/packages.
The description of the packages and their features can be changed at any time,
with or without notice.
Amendment E: Pricing of the available Packages
The actual pricing of the commercially available packages is available on the following link: https://cleverev.net/pricing.
The pricing of the packages can be changed at any time, with or without notice.
Amendment F: Additional Services, Features, Terms and Conditions
Any details here prevail on the rest of this Agreement, other Amendments and related documents.
Amendment G: Service Level Objectives
The actual SLO of the commercially available packages is available on the following link: https://cleverev.net/slo