Term’s & Condition’s

SO E.V. Ltd is a professional provider of electric vehicle charge point

management software. These terms and conditions (Terms) set out how SO E.V.

will deliver the software (Software) and related services (Services) which you

order.

SO E.V. includes various modules, including SO E.V. Core and SO E.V.

Billing, and is delivered via a back-office software and mobile app, and

includes all available functionality at the time of agreement and as detailed

on its website.

SO E.V. is entitled to make changes to the software that do not have a

material adverse impact at any time, provided that SO E.V. notifies the

Customer of such changes as soon as reasonably practicable and shall ensure

that details of any such changes affecting the Customers’ use of SO E.V. are

included in the next commercially available update of the support and training

documentation.

Over time enhancements and improvements to the above products will be

rolled out. These will be provided free of the charge as part of this

Agreement. SO E.V. will provide additional support beyond the provision of the

above services. This is limited to the provision of advice, resource and time

but not to the provision of hardware or any other non-agreed cost.

You will endeavour to work with SO E.V. to provide timely access to

required information to enable the effective implementation of the above

services. This includes, but is not limited to, electricity site information to

ensure safe use of chargers; location information; information on chargers

including any faults and errors; access to required personnel, including all

relevant third-parties and sub-contractors.

SO E.V. Support

SO E.V. commits to a 99% uptime of the software.

This excludes pre-agreed scheduled maintenance. SO E.V. cannot be held

responsible for changes, damage or other actions made to the charging hardware

by the client, their customer or third-parties that make the charging units

inoperable.

The Customer should make every effort to raise any issues with SO E.V.

at the earliest opportunity.

We commit to responding to any support query sent within office hours to

support@so-ev.co.uk, or by phone to 03333 44 88 08

within 2 hours and with a planned action for resolution within 12 hours.

Outside of office hours we’ll respond within 6 hours and have a planned

action for resolution within 12 hours after the start of the next working day.

SO E.V. will also make available to the Customer marketing materials,

promotional content, a support platform, and integration support with charger

manufacturers. This will be provided free of charge.

Reseller Support

The Reseller will deal with its customers directly and provide the

following support to customers in respect of SO E.V. – training and first line

support.

Training

SO E.V. will provide designated personnel at Customer with training for

its effective use of SO E.V. and training-to-train for the benefit of its

clients delivered online plus training materials provided through the Partner

portal, as well as

Future Products

During the period of the agreement, SO E.V. may make available new

products that may be of benefit to Customer and its clients. These are outside

this Agreement and will not be provided to the Customer without their written

consent.

Ordering SO E.V. Software and Services

You may place orders by accepting in writing the terms of a quotation SO

E.V. has provided to you or by placing a written order in accordance with the

terms of any framework agreement in place between us. All orders will be

subject to and incorporate these Terms.

SO E.V. may accept or decline orders for Software or Services at its

absolute discretion. SO E.V. shall have no obligations in relation to an order

until it has accepted the order in writing, at which point a contract will be

formed (Contract).

Your Responsibilities to SO E.V.

SO E.V. believes that accessible and easy electric vehicle charging is a

key success factor in promoting the mass adoption of electric vehicles. To help

SO E.V.:

Where there is an issue with a chargepoint that affects the deployment

and use of SO E.V. you will report the issue promptly to SO E.V.

You agree that you will operate the Software in accordance with the

relevant Documentation provided to you and you will not attempt to change the

coding or affect the Software in any way with SO E.V.’s prior written consent.

SO E.V. Charge Point Configuration

SO E.V. provides full support at installation and post-installation for

the proper configuration of electric vehicle chargers so that connection

between the charger(s) and SO E.V. will be as simple and straightforward as

possible.

You agree to provide full details to SO E.V. of the make and model of

the charge point prior to installation and agree to follow the configuration

information provided. SO E.V. cannot be held responsible for the incorrect

configuration of the charger by the owner, installer or charge point manufacturer.

The chargepoints are designed to be smart enabled and SO E.V. requires

certain information from you, once your chargepoints have been installed, so

that it can comply with its obligations under these Terms. You agree to provide

SO E.V. with the following information:

Site details
MPAN and site load capacity details (if load balancing required)
Charger name
OCPP ID
Meter delivery value
Connector identifier
Maximum power
Connector details

Once installed, your chargepoints need to be connected to and

communicating with SO E.V.’s servers over either a 3G, 4G or 5G mobile network

(if the chargepoint is 3G/4G/5G enabled) or if a phone signal is not available

over the internet via Wi-Fi. All chargepoints must actively communicate with SO

E.V.’s servers to enable them to be remotely maintained.

SIM cards, eSIMS and their data charges are not provided unless

specified and agreed at the time of Agreement. SO E.V. cannot be held

responsible should the installation fail to ensure internet-based communication

with SO E.V..

Chargepoint Middleware

Some chargepoint manufacturers operate their chargers via an OCPP

middleware. These companies include EO Charging, Easee, Zaptec and ChargeAmps.

In these cases SO E.V. connects to their middleware to operate their chargers.

Where it is necessary to connect via an OCPP middleware SO E.V. takes no

responsibility for the failure of the middleware solution and downtime. In the

event that such a circumstance occurs SO E.V. will notify the Reseller as soon

as possible after it becomes aware of any downtime or effect on the Service.

Software

Failure to maintain an active subscription to SO E.V. means that your

chargepoints may no longer function fully.

You agree to only use the SO E.V. Network:

for the purpose of managing your SO E.V. chargepoints;
in a lawful manner and which does not adversely impact other users; and
in accordance with these Terms.

You shall not, except as may be allowed by any applicable law:

attempt to copy, modify, duplicate, create derivative works from, republish or distribute

all or any portion of SO E.V.’s Software in any form or media or by any means; or

attempt to decompile, disassemble, or reverse engineer all or any part of SO E.V.’s Software; or
access all or any part of SO E.V. in order to build a product or service which competes with SO E.V.; or
use SO E.V. to provide services to third parties other than where you are an installer and for your

clients only; or

The rights provided under these Terms are granted to you only, and shall

not be considered granted to any subsidiary or holding company of yours without

SO E.V.’s prior written consent, such consent not to be unreasonably withheld.

SO E.V. warrants that it has and will maintain all necessary licences,

consents, and permissions necessary for the performance of its obligations

under these Terms.

SO E.V. reserves the right, without liability or prejudice to its other

rights, to disable your access to SO E.V. if you breach the provisions of these

Terms.

A subscription to SO E.V. allows you to manage your chargepoints through

a web interface.

SO E.V. undertakes to use reasonable endeavours to maintain the uptime

of the SO E.V. platform, however:

SO E.V. does not warrant that your service will be uninterrupted or

error-free; or that SO E.V. and/or the information obtained by you through SO

E.V. will meet your requirements; and:

SO E.V. is not responsible for any delays, delivery failures, or any

other loss or damage resulting from the transfer of data over communications

networks and facilities, including the internet, and you acknowledge that SO

E.V. may be subject to limitations, delays and other problems inherent in the

use of such communications facilities.

SO E.V. is constantly improving the Software, and it reserves the right

to add, modify and remove functionality as it sees fit.

Access to SO E.V. must be limited to your employees and those of your

contracted customers. It is your responsibility to ensure people who have

access to a SO E.V. account use best practice in choosing and securing their

You agree to use all reasonable endeavours to prevent any unauthorised

access to, or use of, SO E.V. in the event of any such unauthorised access or

use, to promptly notify SO E.V.

Data

SO E.V. collects data from electric vehicle drivers in relation to use

of your chargepoints. This usage data will be owned and managed by SO E.V.

SO E.V. stores data using industry standard security and encryption, and

it will take prompt and proper remedial action against, unauthorised access,

copying, modification, storage, reproduction, display or distribution of the

data.

SO E.V. may share data relating to the location of your chargepoints

with third parties.

In relation to data generated by your chargepoints, SO E.V. grants you a

non-exclusive, non-transferable, revocable, licence for internal business use

only whilst you have an active subscription, to:

access, view and manipulate data and create derived data;
store the data and manipulate data;
distribute the data and manipulated data using SO E.V..

Any display of such data by you shall credit, wherever technically and

commercially feasible, SO E.V., any licensor of SO E.V. or any other source of

the data specified by SO E.V. as the source of the data.

Whilst SO E.V. uses reasonable endeavours to ensure the accuracy of the

data, it will not be liable for any loss or damage in the event that the data

is inaccurate.

Whilst SO E.V. uses reasonable endeavours to protect the data, its

systems, including use of backup services and industry standard security

solutions, SO E.V. excludes any liability to the fullest extent permitted by

law for damage to or loss of data.

Setting your Chargepoints as Public or Private

access

You can choose if your chargepoints are public or private

Public Chargepoints:

You agree to allow SO E.V. to use your brand name in describing the

location of the chargepoint.

You agree that your chargepoints will appear on the SO E.V. App, in car

systems, maps and on a variety of 3rd party data sources which SO E.V. provide.

You give SO E.V. permission to share information, including locations,

descriptions, current status, pricing and access times of your chargepoints

with third parties from time to time.

You give SO E.V. permission to include the existence of your

chargepoints in marketing as is sees fit from time to time.

Private Chargepoints

Where you set a chargepoint as private, you will be able to limit access

to the chargepoint to a defined set of people (for example employees of your

company).

Those people will be able to see your chargepoints on SO E.V.’s app, but

SO E.V. will not advertise the chargepoint beyond the inclusion on the map for

your chosen set of people.

Changing the Access of your Chargepoints

If you change a chargepoint’s status from Public to Private, SO E.V.

cannot guarantee if and when that chargepoint will be removed from 3rd party

data sources.

SO E.V. Billing Functionality and Reporting

While you have an active SO E.V. subscription, SO E.V. can enable SO

E.V. Billing functionality for your chargepoints on request.

SO E.V. Billing functionality is based around a mobile phone app or RFID

cards, and where an app relies on the EV driver having an Android or iOS based

mobile phone.

When SO E.V. Billing is enabled, a tariff of your choosing will be set

for users of your chargepoints, which you can edit in the SO E.V. platform.

When SO E.V. Billing is enabled, SO E.V. may charge you the ‘Transaction

Fee’ set out below for each chargepoint.

All payments are processed via Stripe. Details may be subject to change

https://stripe.com/gb/pricing. The client agrees to abide by Stripe’s

Terms and Conditions, which can be found at https://stripe.com/en-gb/ssa.

In order to receive payments, you will need to create a Stripe account

and provide the details of the account to SO E.V. to integrate it into SO E.V.

Billing. This will enable payments to be made directly to your account less the

Transaction Fee, which will be passed to SO E.V. by Stripe.

Electricity Costs

SO E.V. is not responsible for the cost of energy supplied to your

chargepoints.

If you wish to recover the cost of energy supplied to your chargepoints,

it is suggested you use the SO E.V. Billing functionality.

Electrical Demand Restrictions

Your chargepoints are supplied with features which allow them to

synchronise with local, regional and national electrical demand restrictions.

These features allow SO E.V. to briefly pause charging, for example on

instruction from official bodies such as the National Grid, for the purpose of

balancing or maintaining stability of the local or national electrical

generation or distribution grid. Under normal circumstances, SO E.V. don’t

expect this functionality to have any material effect on charging, however,

this may lead to potential pauses in charging.

Prices

Unless otherwise stated, prices are exclusive of amounts in respect of

VAT and shipping costs.

Until a Contract has been formed, SO E.V. reserves the right to vary its

pricing without notice. However, where SO E.V. has provided a quotation to you,

unless otherwise stated, it will hold that price firm for a period of 30 days

from the date of the quotation.

A SO E.V. subscription is charged on a per socket per month or annual

basis.

The prices for the SO E.V. software and any related services will be set

out in the Contract.

Invoicing and Payment Terms

SO E.V. may invoice you as follows:

SO E.V. subscription are invoiced monthly or annually in advance

following commissioning of the chargepoint, or on a regular recurring basis as

agreed in advance in writing;

For monthly and annual subscriptions

the length of contract is three years with the option to terminate with three

month’s notice.

The SO E.V. Billing Transaction Fee shall be deducted from the driver

tariff at the point of purchase;

The prices provided for the subscription cover the first two years of

usage unless otherwise stated. SO E.V. retains the right to amend the pricing

at any time after the end of this period.

You will pay all invoices in full, without any deduction or set off and

in cleared funds, within 30 days of the invoice date.

SO E.V. reserves the right to charge interest on any amount overdue from

you at the rate of 4% per annum above the Bank of England’s base rate from time

to time. Such interest shall accrue on a daily basis from the due date until

actual payment of the overdue amount.

If SO E.V. does not receive payment in accordance with these Terms, it

may suspend your account, and your chargepoints will no longer function.

Reseller’s Appointment and Rights

SO E.V. grants right to professional organisations such as installers

and manufacturers the right to resell SO E.V. to its customers as a recognised

Reseller.

SO E.V. appoints the Reseller as the reseller of the Software and the

Documentation for the Term, and the Reseller accepts this appointment, subject

to these Terms.

SO E.V. grants the Reseller the following rights for the Term in

relation to the Software and the Documentation on the following terms and

subject to the Terms:

Rights

SO E.V. grants the Reseller rights to:

Market, promote, distribute and provide Reseller Support in connection

with the Software and the Documentation to Customers.

The right to add their own branding to SO E.V.’s Software and Documents

for the purpose of selling to the Resellers Customers.

The Reseller’s Rights

Value-added products: The Reseller may market and distribute the

Software and the Documentation in combination with the Reseller Products.

No exclusivity: The Reseller’s Rights are non-exclusive.

Transferability: The Reseller’s Rights are personal to the Reseller and

are non-transferable.

Territory: The Reseller’s Rights are granted in the United Kingdom.

Rights reserved: All rights not specifically and expressly granted in

writing to the Reseller under this Agreement are hereby expressly reserved to

the Owner. Nothing in this Agreement shall prevent the Owner from marketing,

promoting, distributing and supporting the Software or Documentation to any

persons within the Territory either directly or via other distributors, resellers,

partners or agents.

The Reseller undertakes during the Term that it shall not:

Purchase the Software from any person other than SO E.V.;

Assist any third party in the sale of any of the Software.

Reseller’s Responsibilities—Customers

The Reseller shall ensure it does not:

Make, give or by any act or omission give rise to any licence, promise,

warranty, guarantee, indemnity, representation, agreement, arrangement or

binding right, remedy or obligation (howsoever arising under any legal theory)

concerning the Software or Documentation other than in accordance with the

Contract;

Supply or licence the Software or Documentation to any third party:

Until the relevant third party has duly entered into an End User Agreement

that is legally binding under all applicable laws on each of the Reseller and

Customer (and shall promptly provide evidence of the same at the Owner’s

request); and

Other than in accordance with the terms of the relevant End User

Agreement and this Agreement; provide any support, maintenance or other

services in connection with the Software other than Reseller Support on the

terms of a duly executed End User Agreement; or

Amend, modify or vary any terms of any End User Agreement with any

Customer without the Owner’s prior express written consent.

The Reseller shall at all times:

Promptly forward to the Owner any enquiry from a person relating to the

supply of the Software (or any other support or services analogous to those

available under an End User Agreement) outside of the Territory;

Comply at all times with its obligations under and in connection with

each End User Agreement;

Provide the Reseller Support to Customers in accordance with Schedule 1;

and

The Reseller shall at all times:

Be responsible for and ensure that all Customers comply with their

respective End User Agreement and (as between the Reseller and the Owner) be

liable to the Owner for any act or omission by any Customer in breach of their

End User Agreement as if it were the Reseller’s own act or omission; and

Provide the Owner with such information and assistance as the Owner may

reasonably require for the purpose of enforcing the terms of any End User

Agreement with a Customer.

If a Customer has breached the terms of the End User Agreement, the

Reseller shall promptly:

Use all reasonable endeavours including court action and obtaining

injunction(s) to ensure such breach is promptly ceased and remedied; and

Unless otherwise agreed in writing by the Owner exercise its right(s) to

terminate the relevant End User Agreement to the extent they arise as a

consequence of such breach.

Reseller’s Responsibilities—General

Marketing

The Reseller shall at all times:

Market and promote the Software and Reseller Support to Customers and

prospective Customers in the Territory (at its own cost) in accordance with the

terms of this Agreement;

Distribute the Software and the Documentation to Customers in the

Territory (at its own cost) in accordance with the terms of this Agreement;

Use all reasonable endeavours to promote use of the Software throughout

the Territory;

The Reseller shall ensure it does not:

Conduct its business or any dealings with third parties (including

Customers) in any manner which is likely to have a negative impact on the

goodwill or reputation of the Owner; or

Do, permit or omit to do anything which in the reasonable opinion of the

Owner is prejudicial to marketing or sales of the Software or any related

products or services.

Reseller Resources and Training

The Reseller shall ensure that at all times:

It has sufficient and suitable equipment and facilities to perform the

Reseller’s Responsibilities; and

All personnel engaged in the performance of the Reseller’s

Responsibilities shall have the appropriate qualifications, training and

experience to adequately perform the Reseller’s Responsibilities.

The Reseller’s personnel shall at all times throughout the provision of

the Reseller’s Responsibilities and this Agreement remain the employees or

sub-contractors of the Reseller and shall remain under the overall control of

the Reseller. The Reseller and the Owner acknowledge and agree that the

Reseller’s personnel are not, nor are they deemed to be for any purpose,

employees of the Owner.

Any services (including training, support or maintenance) provided by

the Owner to the Reseller other than as expressly provided for under this

Agreement shall be charged to the Reseller at the Owner’s standard charges for

such services in force from time to time.

Other General Obligations

The Reseller shall at all times:

Comply with its warranties and obligations;

Without prejudice to any other obligation, comply with the Owner’s

reasonable instructions in relation to the use of the Software;

Provide such information and assistance as the Owner may reasonably

require to perform the Owner’s obligations and exercise the Owner’s rights

under this Agreement;

Ensure all information provided to the Owner is complete and accurate in

all material respects;

Give the Owner reasonable prior written notice of any information the

Reseller requires in accordance with this Agreement and promptly notify the

Owner if the Reseller has reason to suspect that any such information is inadequate,

inaccurate or incomplete;

Indicate it is acting as reseller and not as author or developer of the

Software in all correspondence and dealings with third parties;

Perform the Reseller’s Responsibilities in compliance with such Owner

Policies as are relevant to the Reseller’s performance of the Reseller’s

Responsibilities;

Perform its other obligations as set out in this Agreement.

The Reseller shall ensure it:

Does not incur any liability, debt or obligation whatsoever on behalf of

the Owner; or Indemnity

The Reseller shall indemnify, keep indemnified and hold harmless the

Owner from and against all losses, damages, liabilities, fees, costs and

expenses incurred by the Owner arising in connection with any one or more of

the following:

Any breach of this Agreement by the Reseller;

Any use or combination of the Software with the Reseller Products;

and/or

Any claim by any third party that any materials produced by, or conduct

of, the Reseller in connection with the Reseller’s Responsibilities and/or this

Agreement, is defamatory or otherwise contrary to law.

SO E.V.’s Obligations

SO E.V. shall:

Provide the Reseller with the Owner Support in accordance with Schedule 1;

Provide the Reseller with information about the Software and the

Documentation, and update the same, on a timely and regular basis;

Provide the Reseller with adequate supplies of sales and marketing

materials relating to the Software for the Reseller to use, reproduce and

distribute solely for the purpose of the Reseller fulfilling its obligations

under this Agreement;

Provide the Reseller with such information and assistance as the

Reseller may reasonably require to perform its obligations under this Agreement;

To the extent reasonably possible, give the Reseller at least 14

Business Days’ advanced written notice of any Updates of the Software which the

Owner intends to issue to the Reseller.

Title and Risk

Any Software and data SO E.V. provides is licensed only and risk in and

title to such Software remains with SO E.V. at all times. All intellectual

property rights in the Software and Products are reserved by SO E.V..

Proprietary Rights

You acknowledge and agree that SO E.V. and/or SO E.V.’s licensors own

all intellectual property rights in SO E.V.’s Software, Services and data.

Except as expressly stated herein, SO E.V. does not grant you any rights to, or

in, patents, copyright, database right, trade secrets, trade names, trademarks

(whether registered or unregistered), or any other rights.

Marketing and Announcements

Neither party shall make any public announcement concerning any

agreement without the other’s prior written consent.

SO E.V. may, with your prior written consent which will not be

unreasonably withheld or delayed:

Issue a press release, outlining that we are working together,

immediately following the installation of SO E.V.’s software.

Create case studies around SO E.V.’s engagement with you for use in

marketing and promotional materials;

Liability

SO E.V.’s liability under each Contract shall be limited to the total

amount paid by you under the Contract in the 12 months preceding any claim.

SO E.V. does not represent or warrant that its Software are free of

infringement of any third party Intellectual Property Rights.

SO E.V. makes no representation regarding the accuracy of any

information or data provided with or contained in the Software or obtained or

collected by use of the Software.

In no event shall SO E.V. be liable to you (or any user) for any

indirect or consequential loss or damage, including but not limited to loss of

profits, contracts, use, revenue, reputation, business, data or business

information or for any other financial or economic loss.

Assignment and Other Dealings

SO E.V. may subcontract its obligations under these Terms to suitably

qualified third parties.

Neither party may assign or deal in any other manner with any or all of its

rights and obligations under these Terms without the prior written consent of

the other party, such consent not to be unreasonably withheld.

Confidentiality

While you are in possession of Software, and for a period of two years

after ceasing to be in possession of any Software you may not disclose to any

person any confidential information concerning the business, affairs,

customers, clients or suppliers of the other party or of any member of its

group, including but not limited to information relating to a party’s

operations, processes, plans, product information, know-how, designs, trade

secrets, Software, market opportunities and customers (“Confidential

Information”), except where:.

Each party may disclose the other party’s Confidential Information to

its employees, officers, agents, consultants or subcontractors

(“Representatives”) who need to know such information for the purposes of

carrying out the party’s obligations under these Terms, provided that the

disclosing party takes all reasonable steps to ensure that its Representatives

comply with the confidentiality obligations contained in this condition as

though they were a party to these Terms.

The disclosing party shall be responsible for its Representatives’

compliance with the confidentiality obligations set out in this condition; and

as may be required by law, a court of competent jurisdiction or any

governmental or regulatory authority.

No party shall use any other party’s confidential information for any

purpose other than to exercise its rights and perform its obligations under or

in connection with these Terms.

Data Protection

Agreed Purposes means the performance of the Contract.

Controller, data controller, processor, data processor, data subject,

personal data, processing and appropriate technical and organisational measures

have the meaning set out in the Data Protection Legislation in force at the

time.

Data Protection Legislation means (i) the Data Protection Act 2018; (ii)

the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national

implementing laws, regulations and secondary legislation, for so long as the

GDPR is effective in the UK; and (iii) any successor legislation to the Data

Protection Act 2018 and the GDPR..

Permitted Recipients means the parties to the Contract, the employees of

each party and any third parties engaged to perform obligations in connection

with the Contract.

Shared Personal Data means the personal data to be shared between the

parties under the Contract.

The provisions which follow set out the framework for the sharing of

personal data between the parties as data controllers. Each party acknowledges

that one party (the Data Discloser) will regularly disclose to the other party

(the Data Recipient) Shared Personal Data collected by the Data Discloser for

the Agreed Purposes. Each party shall:

Ensure that it has all necessary consents and notices in place to enable

lawful transfer of the Shared Personal Data to the Data Recipient for the

Agreed Purposes;

Give full information to any data subject whose personal data may be

processed under the Contract of the nature such processing. This includes

giving notice that, on the termination of the Contract, personal data relating

to them may be retained by or, as the case may be, transferred to one or more

of the Permitted Recipients, their successors and assigns;

Process the Shared Personal Data only for the Agreed Purposes;

Not disclose or allow access to the Shared Personal Data to anyone other

than the Permitted Recipients;

Ensure that all Permitted Recipients are subject to written contractual

obligations concerning the Shared Personal Data (including obligations of

confidentiality) which are no less demanding than those imposed by the

Contract;

Process no other personal data acquired in connection with the Contract

other than the Shared Personal Data;

Ensure that it has in place appropriate technical and organisational

measures to protect against unauthorised or unlawful processing of personal

data and against accidental loss or destruction of, or damage to, personal

data;

Not transfer any personal data outside of the European Economic Area

unless the prior written consent of the data subject has been obtained and the

following conditions are fulfilled: (i) the data subject has enforceable rights

and effective legal remedies with regard to the transferred personal data; (ii)

the transferring party complies with its obligations under the Data Protection

Legislation by providing an adequate level of protection to any personal data

that is transferred.

Each party shall comply with the Data Protection Legislation and agrees

that any material breach of the Data Protection Legislation shall, if not

remedied within 30 days of written notice from the other party, give grounds to

the other party to terminate the Contract with immediate effect.

Each party shall assist the other in complying with all applicable

requirements of the Data Protection Legislation. In particular, each party

shall:

Allow the other party to approve and, if the other party deems

necessary, to amend any notices given to data subjects in relation to the

Shared Personal Data;

Promptly inform the other party about the receipt of any data subject

access request;

Provide the other party with reasonable assistance in complying with any

data subject access request;

Not disclose or release any Shared Personal Data in response to a data

subject access request without first consulting with and obtaining the consent

of the other party;

Assist the other party, at the cost of the other party, in responding to

any request from a data subject and in ensuring compliance with its obligations

under the Data Protection Legislation with respect to security, breach notifications,

impact assessments and consultations with supervisory authorities or

regulators;

Notify the other party without undue delay on becoming aware of any

breach of the Data Protection Legislation;

At the written direction of any data subject, delete or return personal

data and copies thereof to the data subject on termination of the Contract

unless required by law to store the personal data;

Use compatible technology for the processing of Shared Personal Data to

ensure that there is no lack of accuracy resulting from personal data

transfers;

Maintain complete and accurate records and information to demonstrate

its compliance with this condition; and

Provide the other party with contact details of at least one employee as

point of contact and responsible manager for all issues arising out of the Data

Protection Legislation, including the joint training of relevant staff, the

procedures to be followed in the event of a data security breach, and the

regular review of the parties' compliance with the Data Protection Legislation.

Force Majeure

Neither party shall be in breach of these Terms or liable for delay in

performing, or failure to perform, any of our obligations under these Terms if

such delay or failure results from any act, event, omission or non-event beyond

its reasonable control, including (but not limited to) acts of God, riots, war,

acts of terrorism, severe fire, severe flood, storm, earthquake or any

disaster.

Anti-Bribery

Each party shall comply with all applicable laws, statutes, regulations

and codes relating to anti-bribery and anti-corruption, including but not

limited to the Bribery Act 2010.

Each party shall promptly report to the other party any request or

demand for any undue financial or other advantage of any kind received by it in

connection with the performance of the Contract.

Entire Agreement

These Terms and any Additional Terms referred to in the relevant Order

apply to the Contract to the exclusion of any other terms that you seek to

impose or incorporate, or which are implied by trade, custom, practice or

course of dealing. The Contract constitutes the entire agreement between the

parties and supersedes and extinguishes all previous agreements, promises,

assurances, warranties, representations and understandings between them,

whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into the Contract it does not

rely on, and shall have no remedies in respect of, any statement,

representation, assurance or warranty (whether made innocently or negligently)

that is not set out in the Contract.

Governing Law and Jurisdiction

The Contract and any dispute or claim arising out of or in connection

with it or its subject matter or formation (including non-contractual disputes

or claims) shall be governed by and construed in accordance with the law of

England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall

have exclusive jurisdiction to settle any dispute or claim arising out of or in

connection with the Contract or its subject matter or formation (including

non-contractual disputes or claims).

Payment Terms and Conditions

Please read the following terms and conditions carefully before

registering, accessing, browsing, or using the website. By accessing or using

or by using the Payment Services offered via the website(defined below), you

agree to be bound by the terms and conditions set out herein including any

additional guidelines and future modifications. If at any time you do not agree

to these terms and conditions or do not wish to be bound by these terms and

conditions, you should not access or use the site and immediately terminate

your use of the Payment Service.

Your Agreement to these Terms and Conditions

These Terms and Conditions (as may be amended from time to time, the

“Agreement”) alongside our Privacy Policy form the legal contract between You

being, an individual customer, user, or beneficiary of this service, and SO

E.V. Ltd, a company registered in the United Kingdom having its registered

office at White Cross Business Park, South Road, Lancaster, England, LA1 4XQ.

All services are rendered by SO E.V. Ltd through its platform under the brand

name “SO E.V.”. Hence all the rights, benefits, liabilities & obligations

under the following terms & conditions shall accrue to the benefit of SO

E.V. Ltd (together with its subsidiaries and other affiliates, “us” or “We”),

regarding your use of our services (known as “Payment” or the “Payment

Service(s)”). The Payment Service is designed to facilitate payment for an

authorised seller (known as the “Merchant”) of supported services e.g. Electric

Vehicle Charging (known as “Merchant Service(s)”).

Payment may be realised via our Pay-as-you-go service or via the our

Top-up Service and such other services which may be available from time to time

via our website https://app.SO E.V..io (referred to as the “Site") or

mobile app (referred to as the “App”).

All Payment Services are provided subject to your adherence with the

terms and conditions set forth herein including relevant policies. SO E.V.

reserves the right, at its sole discretion, to revise, add, or delete any or

all of these terms and conditions at any time without further notice. You shall

re-visit the “Terms & Conditions” link from time to time to stay abreast of

any changes that the “Site” or “App” may introduce.

Eligibility

The Payment Services are available to any person who holds a valid

credit card, is resident in the United Kingdom and who wishes to pay for a

Merchant Service. By accepting these Terms & Conditions or by otherwise

using the Payment Service or the Site or App, You represent and warrant that

you have the right, authority, and capacity to enter into this Agreement and to

abide by all of the terms and conditions of this Agreement. You shall not

impersonate any person or entity, or falsely state or otherwise misrepresent

identity, or affiliation with any person or entity.

Services

Our Payment Services facilitate the transfer of money from You to the

Merchant according to a tariff (the “Tariff”) set by the Merchant for the

Merchant Services. SO E.V. is not a warrantor, insurer, or guarantor of the

Merchant Service. We are not party to any contract you may have with the

Merchant, and Payment Services are provided by us to you without recourse

against us for any breach of contract by the Merchant. Any disputes regarding

the quality, duration of service, cost, expiration, or other terms of the

Merchant Service purchased must be handled directly between You and the

Merchant.

Payment

The Payment Service offers a convenient and secure way to make payments

by You to eligible Merchants. We use third party secure payment methods to

process credit and debit card payments. The third parties providing these

services may require that you to adhere to terms and conditions, and you agree

that it is solely your responsibility to meet any conditions stipulated as part

of their service.

Our ability to provide the Payment Service to you may be subject to the

approval and acceptance of a number of third parties, for example the

credit/debit card issuer or a third party providing acquiring services.

Any services which are supplied to you by a third party are the responsibility

of that third party and you acknowledge that our ability to perform the Payment

Services may be impacted by that third party. We are not liable for any delay in

or non-performance of the Payment Services which is caused by such a third

party.

In order to use the Payment Service, you will need to ensure that you

have secure access to the World Wide Web. Such access and any costs associated

with access to the World Wide Web are not our responsibility and not part of

the Payment Service.

Depending upon the terms of the Merchant Service; (i) the specific

features of the Payment Service may differ (ii) the type and range of Payment

Services (e.g. Top-Up and PAYG) that can be used to make payment may differ and

(iii) the charges or fees for use of the Payment Service or any aspect of the

Payment Service may differ. The details related to these aspects will be in

accordance with the terms of sale by the Merchant. Any discrepancies between

the Payment Service and the terms provided to you by the Merchant must be taken

up with the Merchant.

No adjustment to Payment will be made by us unless we are instructed to

do so by the Merchant.

The use of the SO E.V. Payment Service requires that you provide your

details (“Registration Data”) via our Site or App and provide credit or debit

card details via our third party partner. In doing so, you agree to:

Provide true, accurate, current and complete information about yourself,

your credit or debit card details (“Payment Data”), and

Maintain and promptly update the Registration Data, and Payment Data to

keep it true, accurate, current and complete.

If you provide any information that is untrue, inaccurate, not current

or incomplete, or SO E.V. has reasonable grounds to suspect that such

information is untrue, inaccurate, not current or incomplete, SO E.V. has the

right to suspend or terminate your account and refuse any and all current or

future use of the Payment Service (or any portion thereof).

You acknowledge that the accuracy and promptness of providing the

Payment Service depend on many factors including the infrastructure,

connectivity and response times of third party platforms, and as such SO E.V.

shall not be responsible for any non-delivery or delayed delivery of the

Payment Service in any way whatsoever.

SO E.V. assumes no responsibility and shall incur no liability if it is

unable to effect a payment under any circumstances.

Communication Policy

You accept that SO E.V. may send information and alerts

(“Communication”) relevant to the provision of the Payment Service to the

mobile phone number and/or email address held within your Registration Data.

You acknowledge that such Communication is an additional facility

provided for your convenience and that it may be susceptible to error, omission

and/ or inaccuracy. In the event that you observe any error in the information

provided in the Communication, You agree to inform SO E.V. immediately about such

an error and SO E.V. will make reasonable efforts to rectify the error as early

as possible. You shall not hold SO E.V. liable for any loss, damages, claim,

expense including legal cost that may be incurred/ suffered by You on account

of your use of this facility .

By accepting the terms and conditions You acknowledge and agree that SO

E.V. may call the mobile phone number contained within the Registration Data,

for the purpose of supporting and collecting feedback from the customer

regarding use of the Payment Service.

Use of Site

You understand that except for information, products or services clearly

indicated as being supplied by SO E.V. Ltd or SO E.V., we do not operate,

control, or endorse any information, products or services on the Internet in anyway.

You also understand that SO E.V. cannot and does not guarantee or warrant that

files available for downloading through the Site will be free of viruses, or

other code that may be damaging. You are responsible for implementing

procedures to satisfy your particular requirements and for accuracy of data

input and output.

Refunds and Balances

You agree that any matter of dispute regarding the provision of the

Merchant Service is solely between you and the Merchant. We will only issue a

refund against any disputed transaction when instructed to do so by the

Merchant. Any balances held by SO E.V. on behalf of You, e.g. within the Top-Up

service, may only be used to purchase goods and services as part of the Payment

Service. Where your account remains unused for at least 12 calendar months i.e.

no transactions have taken place in that time, the account shall expire and the

remaining balance will be forfeited.

No refunds will be provided for unused or forfeited funds.

Termination/Agreement Violations

You agree that SO E.V., in its sole discretion, for any or no reason,

and without penalty, may suspend or terminate your account (or any part

thereof) or your use of the Payment Service and remove and discard all or any

part of your account, your user profile, or your recipient profile, at any

time. SO E.V. may also in its sole discretion and at any time discontinue

providing access to Payment Services, or any part thereof, with or without

notice. You agree that any termination of your access to the Payment Service or

any account you may have or portion thereof may be effected without prior

notice, and you agree that SO E.V. will not be liable to you or any third party

for any such termination. Any suspected fraudulent, abusive or illegal activity

may be referred to appropriate law enforcement authorities. These remedies are

in addition to any other remedies SO E.V. may have at law or in equity. Upon

termination for any reason, you agree to immediately stop using the Services.

Limitation of Liability and Damages

In no event will SO E.V. or its contractors, agents, licensors,

partners, suppliers be liable to you for any special, indirect, incidental,

consequential, punitive, reliance, or exemplary damages (including without

limitation lost business opportunities, lost revenues, or loss of anticipated

profits or any other pecuniary or non-pecuniary loss or damage of any nature

whatsoever) arising out of or relating to (i) this agreement, (ii) the Payment

Services, the Site or any linked or referred site, or (iii) your use or

inability to use the Payment Services, the Site (including any and all

materials) or any linked or reference sites, even if SO E.V. Ltd or a SO E.V.

authorized representative has been advised of the possibility of such damages.

In no event will SO E.V. or any of its contractors, directors,

employees, agents, third party partners, licensors or suppliers’ total

liability to you for all damages, liabilities, losses, and causes of action

arising out of or relating to (i) this Agreement, (ii) the Payment Service,

(iii) your use or inability to use the Payment Service or the Site (including

any and all Materials) or any linked sites, or (iv) any other interactions with

SO E.V., however caused and whether arising in contract, tort including

negligence, warranty or otherwise, exceed the amount paid by you, if any, for

using the portion of the Payment Service or the Site giving rise to the cause

of action or twenty Pounds Sterling (£20), whichever is less.

You acknowledge and agree that SO E.V. has offered its products and

services, set its prices, and entered into this Agreement in reliance upon the

warranty disclaimers and the limitations of liability set forth herein, that

the warranty disclaimers and the limitations of liability set forth herein

reflect a reasonable and fair allocation of risk between you and SO E.V., and

that the warranty disclaimers and the limitations of liability set forth herein

form an essential basis of the bargain between you and SO E.V.. SO E.V. would

not be able to provide the Payment Service to you on an economically reasonable

basis without these limitations. Where applicable law may not allow the

limitation or exclusion of liability or damages, SO E.V.’s liability will be

limited to the fullest extent permitted by applicable law. This paragraph shall

survive termination of this Agreement.

Indemnification

You agree to indemnify, save, and hold SO E.V., its affiliates,

contractors, employees, officers, directors, agents and its third party

suppliers, licensors, and partners harmless from any and all claims, losses,

damages, and liabilities, costs and expenses, including without limitation

legal fees and expenses, arising out of or related to your use or misuse of the

Payment Services or of the Site, any violation by you of this Agreement, or any

breach of the representations, warranties, and covenants made by you herein. SO

E.V. reserves the right, at your expense, to assume the exclusive defence and

control of any matter for which you are required to indemnify SO E.V.,

including rights to settle, and you agree to cooperate with SO E.V.’s defence

and settlement of these claims. SO E.V. will use reasonable efforts to notify

you of any claim, action, or proceeding brought by a third party that is

subject to the foregoing indemnification upon becoming aware of it. This

paragraph shall survive termination of this Agreement.

Disclaimer: No Warranties

To the fullest extent permissible pursuant to applicable law, SO E.V.

and its third-party partners, licensors, and suppliers disclaim all warranties,

statutory, express or implied, including, but not limited to, implied

warranties of merchantability, fitness for a particular purpose, and

non-infringement of proprietary rights. No advice or information, whether oral

or written, obtained by you from SO E.V. or through the Payment Service or the

site will create any warranty not expressly stated herein. You expressly

acknowledge that as used in this section, the term “SO E.V.” includes SO E.V.’s

officers, directors, employees, shareholders, agents, licensors, subcontractors

and affiliated companies. You acknowledge that SO E.V. is not liable for any

3rd party (Merchants & suppliers) obligations due to rates, quality, and

all other instances. You expressly agree that use of the Payment Services and

the Site is at your sole risk. It is your responsibility to evaluate the

accuracy, completeness and usefulness of all opinions, advice, services,

merchandise and other information provided through the Site or on the internet

generally. We do not warrant that the Payment Service will be uninterrupted or

error-free or that defects in the Site will be corrected. The Payment Service

and the Site and any data, information, third party software, reference sites,

services, or software made available in conjunction with or through the Payment

Service and the Site are provided on an “as is” and “as available,” “with all

faults” basis and without warranties or representations of any kind either express

or implied. SO E.V., and its third party suppliers, licensors, and partners do

not warrant that the data, SO E.V. software, functions, or any other

information offered on or through the Payment Services, the Site or any

reference sites will be uninterrupted, or free of errors, viruses or other

harmful components and do not warrant that any of the foregoing will be

corrected. SO E.V. and its third party suppliers, licensors, and partners do

not warrant or make any representations regarding the use or the results of the

use of the Payment Service, the Site or any linked sites in terms of

correctness, accuracy, reliability, or otherwise. You understand and agree that

you use, access, download, or otherwise obtain information, materials, or data

through the Payment Services, the site or any reference sites at your own

discretion and risk and that you will be solely responsible for any damage to

your property or loss of data that results from the download or use of such

material or data. We do not authorize anyone to make any warranty on our behalf

and you should not rely on any such statement. This paragraph shall survive

termination of this agreement. In no event will SO E.V. be liable for any

incidental, consequential, or indirect damages (including, but not limited to,

damages for loss of profits, business interruption, loss of programs or

information, and the like) arising out of the use of or inability to use the

Site.

Ownership and Proprietary Rights

The Payment Services and the Site are owned and operated by SO E.V.

and/or third party licensors. The visual interfaces, graphics, design,

compilation, information, computer code (including source code and object

code), products, software, services, and all other elements of the Payment

Service and the Site provided by SO E.V. (the “Materials”) are protected by

relevant intellectual property and proprietary rights, and applicable laws. As

between You and SO E.V., all Materials, trademarks, service marks, and trade

names contained on the Site are the property of SO E.V. and/or third party

licensors or suppliers. You agree not to remove, obscure, or alter SO E.V. or

any third party’s copyright, patent, trademark, or other proprietary rights notices

affixed to or contained within or accessed in conjunction with or through the

Payment Services. Except as expressly authorized by SO E.V., you agree not to

sell, license, distribute, copy, modify, publicly perform or display, transmit,

publish, edit, adapt, create derivative works from, or otherwise make

unauthorized use of the Materials. SO E.V. reserves all rights not expressly

granted in this Agreement. If you have comments regarding the Payment Services

and the Site or ideas on how to improve it, please contact us. Please note that

by doing so, you hereby irrevocably assign to SO E.V., and shall assign to SO

E.V., all right, title and interest in and to all ideas and suggestions and any

and all worldwide intellectual property rights associated therewith. You agree

to perform such acts and execute such documents as may be reasonably necessary

to perfect the foregoing rights.

Modification of this Agreement

SO E.V. reserves the right to change, modify, add, or remove portions of

this Agreement (each, a “change”) at any time by posting notification to the

Site or otherwise communicating the notification to you. The changes will

become effective, and shall be deemed accepted by you, 24 hours after the

initial posting and shall apply immediately on a going-forward basis with

respect to payment transactions initiated after the posting date. If you do not

agree with any such modification, your sole and exclusive remedy is to

terminate your use of the Payment Services.

Waiver

The failure of SO E.V. to exercise or enforce any right or provision of

this Agreement will not constitute a waiver of such right or provision. Any

waiver of any provision of this Agreement will be effective only if in writing

and signed by SO E.V.

Applicable Law

This Agreement is governed by the law of England and Wales, and is

subject to the exclusive jurisdiction of the courts of England and Wales

Severability

If any provision of this Agreement is held to be unlawful, void, invalid

or otherwise unenforceable, then that provision will be limited or eliminated

from this Agreement to the minimum extent required, and the remaining

provisions will remain valid and enforceable.

Assignment

This Agreement, and any rights granted hereunder, may not be transferred

or assigned by You without our prior written consent which may be withheld in

our sole discretion, but may be assigned by us without restriction. Any

assignment attempted to be made in violation of this provision shall be void

and of no effect.

Survival

Upon termination of this Agreement, any provision which, by its nature

or express terms should survive, will survive such termination or expiration as

applied to transfers and relationship prior to such termination or expiration.

Headings

The heading references herein are for convenience purposes only, do not

constitute a part of these Terms and Conditions, and will not be deemed to

limit or affect any of the provisions hereof.

Entire Agreement

This is the entire agreement between you and SO E.V. relating to the

subject matter hereof and may only be modified in accordance with the terms of

this Agreement.

General Terms & Conditions

SO E.V. Ltd is a professional provider of electric vehicle charge point

management software. These terms and conditions (Terms) set out how SO E.V.

will deliver the software (Software) and related services (Services) which you

order.

SO E.V. includes various modules, including SO E.V. Core and SO E.V.

Billing, and is delivered via a back-office software and mobile app, and

includes all available functionality at the time of agreement and as detailed

on its website.

SO E.V. is entitled to make changes to the software that do not have a

material adverse impact at any time, provided that SO E.V. notifies the

Customer of such changes as soon as reasonably practicable and shall ensure

that details of any such changes affecting the Customers’ use of SO E.V. are

included in the next commercially available update of the support and training

documentation.

Over time enhancements and improvements to the above products will be

rolled out. These will be provided free of the charge as part of this Agreement.

SO E.V. will provide additional support beyond the provision of the above

services. This is limited to the provision of advice, resource and time but not

to the provision of hardware or any other non-agreed cost.

You will endeavour to work with SO E.V. to provide timely access to

required information to enable the effective implementation of the above

services. This includes, but is not limited to, electricity site information to

ensure safe use of chargers; location information; information on chargers

including any faults and errors; access to required personnel, including all

relevant third-parties and sub-contractors.

Version 2.1 Updated December 2021