Fleet Terms and Conditions – UK

1. Information about us

1.1. If you purchase or subscribed for the Fleet Platform or are registered or resident in the United Kingdom or the Channel Islands, your agreement is with Ohme Operations UK Limited of 5^th Floor, Wellington House, 125-130 Strand, London WC2R 0AP;

1.2. If you purchase or subscribed for the Fleet Platform or are registered or resident in the Republic of Ireland, your agreement is with Ohme Operations Ireland Limited of 74 Penrose Wharf, Penrose Quay, Cork, Republic of Ireland;

1.3. If you purchase or subscribed for the Fleet Platform and are registered and resident elsewhere your agreement is with Ohme Operations Ireland Limited of 74 Penrose Wharf, Penrose Quay, Cork, Republic of Ireland.

In each case, the relevant Ohme entity is referred to in these terms as “Ohme”, “we”, “us” or “our”.

2. Our Contract with you

2.1. These terms of use constitute an agreement between you, the fleet operator, (referred to herein as “you”, “your”) and us and apply to the use of the Fleet Platform in conjunction with the chargers, cables, software, mobile app, and other accessories supplied by us (‘Products”). No other terms are implied by trade, custom, practice or course of dealing.

3. The Service

3.1. The Fleet Platform is designed to enable you to manage and monitor individual and defined groups of electric vehicle charging across your fleet. Where you provide the Fleet Platform to other fleet operators and users and are given the relevant permissions, you will be able to monitor the use of those operators.

3.2. We will provide the Fleet Platform for you to access along with periodic updates. The Fleet Platform is designed to be used in conjunction with Products, as well as with third party chargers and cables that use Ohme software and firmware inside to be compatible with the Fleet Platform (“Ohme-inside chargers”), and can enable you to control and reduce EV charging costs, compare costs savings verses ICE (internal combustion engine) vehicles, track CO2 savings, and extend vehicle battery life through monitoring the use of Products throughout your fleet. Persons using electric vehicles in your fleet (“fleet vehicle users”) will also be able to allocate charging costs between home and external charging.

3.3. Fleet vehicle users charging electric vehicles to be used with the Fleet Platform may download and use our mobile software application ‘Ohme – Intelligent EV charger’ and integrations with devices such as the Ohme Alexa Skill (together with the mobile software application, the “App”) which is designed to be used in conjunction with the Products. The use of that App is governed by the terms specific to that App available in the App (“App Terms”) . The Fleet Platform will interface with these fleet vehicle users in order to function as set out in these terms. You must ensure that each person using vehicles in your fleet who uses the App is aware of the user App Terms.

3.4. Alternatively or in combination with fleet vehicle users downloading the App, you may pair Ohme chargers and cables and Ohme-inside chargers to the Fleet Platform without such fleet vehicle user downloading the App. You will be responsible for the use of the App if used for such paring and will be subject to the App Terms as the user.

4. These Terms

4.1. These terms apply whenever you are using the Fleet Platform for any purpose.

4.2. These terms also contain important information about the limitations of our responsibilities in respect of third-party content and restrictions on your use of the Fleet Platform. Please review these carefully before using the Fleet Platform.

4.3. Our Privacy Notice is available here and explains how we may use personal data in relation to the Fleet Platform in conjunction with the App and any information received as a result of your use of the Fleet Platform and the App. We will only use personal information in accordance with the policy.

4.4. These terms are subject to any amendment or variation thereto agreed in writing at the time of placing an order or subsequently.

5. How do you access the Service?

5.1. You will need to go to the website URL and use the account details provided to you when activation of the Fleet Platform for you is confirmed (“Account”) in order to access the Service.

5.2. You must keep your Account login details confidential. You are responsible for all activities that occur under your Account.

5.3. All information you input into your Account or the Fleet Platform including in respect of vehicle users in your fleet to be invited or added must be accurate at all times.

5.4. If you know or suspect that anyone other than you knows your Account login details, please notify us as soon as possible by emailing (i) if resident in the United Kingdom [email protected], (ii) if resident in Ireland [email protected], (iii) or if resident in Belgium, [email protected]. In your email, state: your company names (and account number if applicable), your business email address and contact phone number, stating the nature of the suspected breach and we will contact you.

5.5. We can disable your Account at any time if we find out that your Account is being used in a way that is not compliant with these Terms.

6. How do you use the Service?

6.1. You can invite or add electric vehicle drivers to be included within the Fleet Platform dashboard.

6.2. You can monitor on an individual user and aggregate basis the charging activity and other parameters of vehicles where drivers added to the Fleet Platform are using Ohme Products and Ohme-inside chargers and other charging information you provide to us and we agree to upload to the platform.

6.3. You can export certain information in CSV or such other format as provided by the Fleet Platform from time to time.

7. Support and contacting us

7.1. If you experience problems accessing or using the Fleet Platform you can email our support team at (i) if resident in the United Kingdom [email protected], (ii) if resident in Ireland [email protected], (iii) or if resident in Belgium, [email protected].

7.2. We may ask you to complete short surveys from time to time when you log into the Fleet Platform to assist us in improving your user experience and fix issues that arise within the Fleet Platform.

8. Our charges

8.1. The price of the Fleet Platform (which is subject to VAT at the prevailing rate) will be the price agreed with you by us or an Ohme partner prior to confirming your order. All price information may be subject to change.

8.2. Such pricing may include a fee to set up your Account, a monthly fee for the use of the Fleet Platform thereafter, or other arrangements including terms of payment.

9. Placing an order and how to pay

9.1. In countries where Ohme offers Fleet Platform services, you can register your interest through our Website. You can place an order with us or one of our Ohme partners in applicable countries.

9.2. Each order placed is an offer by you to use the Fleet Platform, subject to these Terms. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

9.3. You will receive an email from us to confirm we have accepted your order unless another means of confirmation is agreed between us. This email will make reference to the order or account number that we will assign when we accept your order. It will help us if you can tell us the order or account number whenever you contact us about your order.

9.4. By providing a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third- party payment processor) to charge your payment method for the price of the Fleet Platform initially and on a monthly basis.

9.5. Unless a specific minimum term or cancelation period is agreed by you and us prior to confirmation of your order, either party may cancel your use of the Fleet Platform by one month’s notice to the other party. You will be charged for each month or part of a month during the term of your usage.

10. Usage of the Fleet Platform

10.1. The Fleet Platform must be used by you in accordance with these terms. You must read and comply with the terms of use.

10.2. You may only use the Fleet Platform as intended and as described in accordance with instructions. You may not make any amendment to the Fleet Platform other than those possible as an end-user.

10.3. We may change our service and policies, and we may need to make changes to these Terms so that they accurately reflect our service and policies. Unless otherwise required by law, we will notify you (for example, through the Fleet Platform) and give you an opportunity to review them before they go into effect. Then, if you continue to use the Service, you will be bound by the updated Terms. If you do not want to agree to these or any updated Terms, you can terminate your account.

10.4. We do not guarantee that the Fleet Platform, or any content on it, will always be available or be uninterrupted. The Fleet Platform may be suspended or withdrawn or the availability of all or any part of the Fleet Platform may be restricted for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

11. Ownership of rights

11.1. We are the owner of all rights to the Fleet Platform and all intellectual property therein. While we do not own any information inputted by you or generated as a result of your use of the Fleet Platform, you give us permission to receive and analyse data entered or generated for the purpose of enhancing the Fleet Platform, App and Products or your use of the Fleet Platform. We will own all intellectual property rights in materials generated from use of the Fleet Platform. You automatically assign all such intellectual property rights to us.

12. Your use of the Fleet Platform

12.1. You may use the Fleet Platform only for the purposes of your business and the monitoring and management of use of Products by your fleet or the fleets of operators to whom you have supplied the Fleet Platform.

13. Viruses

13.1. We do not guarantee that the Fleet Platform or your use of the Fleet Platform will be secure or free from bugs or viruses.

13.2. You are responsible for configuring your information technology, computer programmes and platform to use and access the Fleet Platform. You should use your own virus protection software.

13.3. You are not allowed to knowingly introduce viruses, Trojans, worms, logic bombs or other material that is malicious or technologically harmful to the Fleet Platform. Anyone involved in the above-mentioned activities will be restricted from using the Fleet Platform.

14. Our responsibility to you

14.1. We will not be responsible for any losses you suffer as a result of using the Fleet Platform other than where we are required by law to remain responsible for such losses.

14.2. Other than where we are required by law to remain responsible for all losses suffered by you as a result of using the Fleet Platform, our total responsibility to you under or in connection with these Terms is limited to the amount you paid for the use of the Fleet Platform in the preceding 12 months.

14.3. In particular, we do not have responsibility for any loss, costs, damages which are caused by the following:

14.3.1. your use and/or misuse of the Fleet Platform, except where this is caused by our negligence;

14.3.2. the way any configurations used by you operate in practice;

14.3.3. incorrect or inexpert use of the Fleet Platform.

14.4. For the avoidance of doubt, we are not liable for business losses. We will have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.

14.5. If defective digital content that we have supplied damages a device on which the Fleet Platform is used, we will either repair the damage or pay you compensation in respect of such device. However, we will not be liable for any other economic loss nor for damage that you could have avoided by following our advice to have in place the minimum system requirements advised by us.

14.6. We shall not be in breach of these Terms nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from events, circumstances or causes beyond our reasonable control.

14.7. We will provide the Fleet Platform using reasonable care and skill. We do not guarantee the accuracy or validity of any content on the Fleet Platform. We do not guarantee that the Fleet Platform or Service will always be available or be uninterrupted.

14.8. We may suspend, withdraw or restrict the availability of all or any part of the Fleet Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal,

14.9. We do not exclude or limit in any way our responsibility to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products including the right to receive products which are: as described and match information we provided to you and of satisfactory quality; supplied with reasonable skill and care; and for defective products.

15. Ending the Service

15.1. These Terms will remain in full force and effect as long as you continue to access or use the Fleet Platform, or until terminated by you or us for any reason set out in these Terms.

15.2. We may suspend or close your Account and your right to use the Fleet Platform if you use it in a way that doesn’t comply with these Terms or carry out illegal activities.

15.3. We may suspend or close your Account if you fail to make any payment when due.

16. No rights for third parties

16.1. These Terms are between you and us. Nobody else has any rights under these Terms to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.

17. Governing law and jurisdiction

17.1. By purchasing, subscribing or using the Fleet Platform you are agreeing to these terms as amended from time to time.

17.2. If your agreement is with Ohme Operations UK Limited, these terms are governed by English law and You agree to submit to the exclusive jurisdiction of the courts of England and Wales.

17.3. If your agreement is with Ohme Operations Ireland Limited, these terms are governed by Irish law and you agree to submit to the exclusive jurisdiction of the courts of the Republic of Ireland.