In case of any discrepancies between the Norwegian and English version, the Norwegian version shall prevail.
AGREEMENT FOR THE PROVISION OF CHARGING FACILITY SERVICES FROM CHARGE 365
1 INTRODUCTION
1.1 This is an agreement that governs the terms and conditions for the provision of services to charging facilities, as described in section 2 (the “Agreement“). The Agreement is entered into between Charge365 AS (“Charge365“), as the provider of the Services, and the person or organisation specified in the order confirmation (“Customer“), jointly referred to as the “Parties“.
1.2 The order confirmation that the Customer receives after completing an order via the order form on Charge365’s website (the “Order Confirmation“), together with this Agreement, constitutes the entire rights and obligations between the Parties.
1.3 “End User” is a user of the Services via a user account linked to the Customer’s charging facility. The relationship between Charge365 and the End User is governed by the terms and conditions of the Charge365 app (the “App“) and is not governed by the Agreement.
2 SERVICES
2.1 A description of the ongoing services that the Customer and End User have access to at Charge365 is described in more detail here: Charge365 | Smart payment service for charging electric cars (the “Services“).
3 PRICE FOR THE SERVICE AND PAYMENT ETC.
3.1 Price, Administration fee, Charging amount, Refund amount
3.1.1 Charge365 shall provide the Services for a fixed monthly price per charge point that is deducted from the Charging Amount (“the Administration Fee“). The Administration Fee is specified and described in more detail on the Charge365s website: Charge365 | Smart payment service for electric car charging.
3.1.2 Charge365 shall collect an amount referred to as the “Charging Amount” from the End User on a monthly basis. The Charging Amount will be the sum of the number of kWh consumed multiplied by the Charging Amount per kWh. The basis for calculating the Charge Amount is set by the Customer in the portal that Charge365 makes available when starting up the Services (the “Portal“). The Customer is responsible for determining the Charge Amount per kWh that covers all of the Customer’s costs. Charge365 is not liable for any miscalculation of the Charge Amount or financial losses resulting from the Charge Amount set by the Customer.
3.1.3 Charge365 will transfer the Charge Amount minus the Administration Fee to the Customer on a monthly basis (the “Refund Amount“). Collection of the Charging Amount from the End User will be excluded from the VAT calculation of Charge365.
3.2 Intermediate charges and invoicing
3.2.1 If the Charge Amount is not sufficient to cover the Administration Fee (the Refund Amount is negative), the Customer is obliged to pay the difference (the “Difference“). Charge365 is entitled to claim the Difference by invoicing the Customer, or transfer the Difference to the next invoicing month and deduct it from the Charge Amount.
3.2.2 If the Customer disagrees with the invoice sent, the Customer must submit a complaint to Charge365 within a reasonable time, and no later than the expiry of the payment deadline.
3.3 Disclosure of payment information from the Customer
3.3.1 The Customer is responsible for providing correct and up-to-date payment information, including the account number and any KID for payment of the Refund amount, as well as the Customer’s contact person, in the Portal.
3.4 Customer’s non-payment etc.
3.4.1 In the event of late payment, including payment of any Interim Payment, late payment interest will be charged in accordance with Act no. 100 of 17 December 1976 relating to interest on late payment etc.(Nw.: forsinkelsesrenteloven).
3.4.2 For unsettled payment from the Customer, including payment of any Interim Charge, Charge365 reserves the right to deactivate the Services for the Customer.
3.4.3 If payment, including payment of any Interim Charge, is not received within fourteen (14) days of the due date, the Customer will receive a payment reminder. If payment is still not received within fourteen (14) days of the payment reminder, Charge365 reserves the right to transfer the claim to an external debt collection agency for collection without further notice. All costs associated with the debt collection process, including collection and other fees, will be charged to the Customer in accordance with applicable legislation (cf. Act no. 26 of 13 May 1988 on debt collection and other recovery of overdue monetary claims (the “Debt Collection Act”) (Nw.: inkassoloven) and the Debt Collection Regulations (FOR-1989-07-14-562) (Nw.: inkassoforskriften).
4 COMMUNICATION
4.1 Charge365 utilises e-mail, SMS, information via the website and/or notifications in the app to inform the Customer and End User about operational messages, payment reminders, new offers and functions, etc.
5 THE CUSTOMER’S OBLIGATIONS AND RESPONSIBILITIES
5.1 The Customer owns all infrastructure for EV charging that includes hardware/installations such as charging boxes, cables, communication equipment and the like (the “Infrastructure“). The Customer is responsible for maintenance and any repairs to the Infrastructure. The Customer is responsible for the necessary insurance of the Infrastructure. The Customer is responsible for keeping the Infrastructure in good condition so that Charge365 can deliver the Services and in this way fulfil the terms of the Agreement.
5.2 The Customer is responsible for power access and power connection for the EV chargers. The customer is also responsible for ensuring data communication between the charger and the system (wired, wireless or via mobile network).
5.3 The Customer undertakes to familiarise itself with and use the Services in accordance with the user guides and guidelines that Charge365 has made available for the Services. The Customer is also obliged to have a user guide available from Charge365 with an overview showing which specific steps the End User must take to utilise the Services.
5.4 The Customer must inform all existing and future End Users of the Agreement in an appropriate manner.
5.5 The Customer is obliged to inform the End User that payment for use of the Services by the End User is made via the payment operator applicable at any given time, currently Stripe and Nets. Charge365 is free to change the payment operator and invoicing interval without further notice.
6 CHARGE365’S OBLIGATIONS AND LIABILITY ETC.
6.1 Charge365 shall ensure good functionality and carry out the necessary maintenance of the Services, in accordance with applicable public law regulations.
6.2 Charge365 undertakes, as far as practicable, to notify the Customer in reasonable time before necessary maintenance of the Services.
6.3 Charge365 undertakes to provide the Customer with sufficient information about the Services and to have available instructions and guidelines that are necessary to use the Services.
6.4 Charge365 is not liable for losses, including direct or indirect losses, which may arise as a result of errors or deficiencies in the Services unless otherwise provided by mandatory legislation. Charge365 is obliged to correct errors in accordance with section 5.4.
6.5 Charge365 is not liable for losses, including direct or indirect losses, which may arise during the Customer or End User’s use of the Services and which are not circumstances Charge365 is responsible for unless otherwise provided by mandatory legislation.
6.6 If an obstacle arises that is beyond Charge365’s control and which cannot reasonably be expected Charge365 to avert the consequences of, it is not considered a breach of the Agreement and liability cannot be asserted against Charge365 for failure to fulfil the Agreement.
7 COMPLAINTS
7.1 If there is an error or deficiency in the Services that Charge365 delivers, and which is not due to circumstances for which the Customer is responsible, the Customer must within a reasonable time after the error was, or should have been discovered, give Charge365 written notice (e-mail).
7.2 In the event of errors or deficiencies in the Services, Charge365 shall ensure troubleshooting and correction within a reasonable time after a written complaint from the Customer has been sent.
8 PERSONAL DATA
8.1 The performance of this Agreement may for both Parties involve the processing of personal data, including Charge365’s processing of personal data about the End User in connection with the performance of the operational services. Pursuant to this Agreement, the Parties shall act as independent data controllers. This applies to any transfer of personal data between the Parties and any other processing of personal data carried out by the Parties in connection with the Agreement. Each Party is responsible for ensuring that its own processing of personal data, including the transfer of personal data to the other Party, is carried out in accordance with the applicable data protection legislation, including Act no. 38 of 15 June 2018 on the processing of personal data (the “Personal Data Act“) and the EU General Data Protection Regulation (Regulation (EU) 2016/679 – “GDPR”). Information about Charge365’s processing of personal data is available at Privacy Policy – Charge365.
9 POWER REGULATION
9.1 From time to time there may be a need to adjust charging power based on energy availability either locally or regionally. Any adjustment will preferably take place in short periods.
9.2 Charge365 shall notify the Customer in reasonable time by e-mail that power regulation will take effect for the Agreement.
10 TRANSFER OF THE AGREEMENT
10.1 Charge365 has the right to transfer this Agreement, either in whole or in part, to a third party, without requiring the consent of the Customer.
10.2 The Customer may not transfer the Agreement without Charge365’s consent.
11 MODIFICATION OF THE SERVICE AND THE TERMS OF THE AGREEMENT
11.1 Charge365 reserves the right to make changes or updates to the Service and the Service’s technical specifications, as well as the terms and conditions set out in this Agreement, including but not limited to the Administration Fee.
11.2 The Administration Fee may be adjusted annually based on the general price increase in Norway, cf. in accordance with Statistics Norway’s consumer price index (CPI), without prior notice. The adjustment will be based on the index level from the year and month when the Agreement was entered into.
11.3 Updates, upgrades and patches that are necessary for the operation of the Services are not considered changes under this section.
11.4 If changes to the Agreement are required as a result of regulatory conditions, public requirements or to comply with requirements set out in laws or regulations, such changes will take effect immediately without prior notice.
11.5 Charge365 utilises the Customer’s registered e-mail to notify of significant changes to the Agreement. Significant changes to the Agreement must be notified 30 days before the change takes effect for the Agreement. A current version of the Agreement will be available on the website https://www.charge365.no/alminnelige-vilkar/.
12 DURATION AND EXCLUSIVITY
12.1 The Agreement is binding from the time Charge365 has received the Order Confirmation. The Agreement is ongoing for an indefinite period of time until it is terminated by one of the Parties in accordance with the Agreement (the “Agreement Period“).
12.2 The Agreement may be terminated in writing by either Party by giving three (3) months’ written notice, calculated from the first day of the month following the month in which the termination took place. The Customer loses access to the Services from this point in time.
12.3 In the event of material breach by either Party, the Agreement may be cancelled with immediate effect.
12.4 During the term of the Agreement, Charge365 shall have an exclusive right to deliver the Services to the Customer. The Customer shall ensure that those who own or use car parks connected to the charging facility do not enter into an agreement with a supplier other than Charge365 regarding charging services for electric vehicles.
13 CHOICE OF LAW AND JURISDICTION
13.1 This agreement is governed by Norwegian law. If a conflict arises between Charge365 and the Customer, the matter shall be resolved amicably. If no agreement is reached, the matter may be brought before Hordaland District Court (Nw.: Hordaland tingrett).
