CPO Platform Terms & Conditions

EOSVOLT Platform Terms & Conditions for Charging Point Operators (CPOs)

Effective date: 27 July 2026 Version: 2.0

These Terms apply only to businesses and other professional operators. They do not apply to consumers purchasing charging services from a Charging Point Operator.

These EOSVOLT Platform Terms & Conditions (the “Terms”) govern access to and use of the EOSVOLT Platform and Services by a Charging Point Operator. By signing an Order Form, creating an account, clicking to accept these Terms, or accessing or using the Services, the CPO agrees to be legally bound by these Terms.

The person accepting these Terms on behalf of a CPO confirms that they are authorised to bind that CPO. If the CPO does not agree to these Terms, it must not access or use the Services.

Contents

About EOSVOLT
Definitions
Agreement structure
Services and licence
Accounts and authorised users
CPO responsibilities
Charging hardware and third-party services
Fees, invoices and taxes
End User payments and settlement
Support, maintenance and availability
CPO Data and Platform Data
Data protection and security
AI-assisted features and analytics
Confidentiality
Intellectual property and custom development
Acceptable use
Warranties and disclaimers
Indemnities
Limitation of liability
Term, suspension and termination
Data export and switching
Changes to the Services and Terms
Force majeure
General provisions
Governing law and disputes
Contact information

1. About EOSVOLT

EOSVOLT ApS (“EOSVOLT”, “we”, “us” or “our”) is a company incorporated in Denmark under CVR number 44305844, with its registered address at Arne Jacobsens Alle 15, 2300 Copenhagen S, Denmark.

EOSVOLT provides cloud-based software, applications, APIs, integrations, analytics, payment-facilitation technology and related operational tools for electric vehicle charging businesses.

2. Definitions

In these Terms:

“Active Socket” means a charging connector or socket that is connected to, enabled in or otherwise managed through the Services during a billing period.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“Authorised User” means an employee, contractor or other person whom the CPO permits to access the Services on its behalf.

“Charging Station” means electric vehicle charging hardware owned, operated, managed or controlled by the CPO or a third party.

“CPO” means the charging point operator, fleet operator, energy company, property operator or other business entity that orders, accesses or uses the Services.

“CPO Data” means data, content and information submitted to, transmitted through or generated through the CPO’s use of the Services, including charger data, OCPP messages, charging-session records, tariffs, user and fleet information, configurations, transaction records and CPO Content. CPO Data does not include Platform Data.

“CPO Content” means the CPO’s trade marks, logos, text, images, documents, pricing, policies and other content supplied by or on behalf of the CPO.

“Documentation” means EOSVOLT’s then-current user documentation, technical documentation and usage instructions for the Services.

“End User” means a driver, fleet member, customer or other person who accesses charging services supplied by or on behalf of the CPO.

“Gross Transaction Value” means the total amount successfully captured from an End User for a payment transaction processed through EOSVOLT’s standard payment integration, including any tax, fee or other amount included in the charge, before any refund, reversal, chargeback or deduction.

“Order Form” means an ordering document, proposal, statement of work, online order, pricing confirmation or other written commercial agreement accepted by both parties.

“Payment Fee” means the transaction fee described in section 8.3.

“Payment Provider” means Stripe or another licensed third-party payment service provider used in connection with the Services.

“Platform” means EOSVOLT’s cloud-based platform, including Spark, dashboards, mobile applications, APIs, backend systems, integrations, analytics, developer tools and related technology.

“Platform Data” means technical, security, performance and usage data relating to the operation of the Services that does not identify the CPO, an End User or an individual charging session, including irreversibly anonymised and aggregated statistics.

“Services” means the Platform features, support and related services made available by EOSVOLT under the applicable Order Form or subscription.

“Subscription Term” means the period during which the CPO is entitled to access and use the Services.

3. Agreement structure

3.1 Contract documents

The agreement between EOSVOLT and the CPO consists of:

any separately signed master agreement or negotiated commercial agreement;
the applicable Data Processing Agreement, for matters concerning processing of personal data;
the applicable Order Form;
any separately agreed Service Level Agreement or statement of work;
these Terms; and
the Documentation.

3.2 Order of precedence

If there is a conflict, the documents listed above take precedence in the order stated, but the Data Processing Agreement takes precedence only for matters concerning processing of personal data. A document overrides another document only to the extent of the specific conflict.

3.3 Business use only

The CPO represents that it enters into the agreement exclusively for business or professional purposes and not as a consumer.

4. Services and licence

4.1 Services

Depending on the CPO’s subscription, the Services may include:

Charging Station configuration, monitoring and remote management;
tariff, pricing, booking and access configuration;
End User, team, membership and fleet management;
charging-session records, reporting and analytics;
mobile applications and white-label applications;
payment and settlement integrations;
roaming, OCPI, OCPP and other integrations;
APIs and developer tools;
load management, energy management and demand-response functionality;
AI-assisted diagnostics and operational insights; and
related support and professional services.

4.2 Limited right to use

Subject to payment of all applicable fees and compliance with the agreement, EOSVOLT grants the CPO a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to access and use the Services for the CPO’s internal business operations and to provide its own charging services to End Users.

4.3 Affiliates and contractors

The CPO may permit its Affiliates and contractors to use the Services only for the CPO’s benefit and under the CPO’s control. The CPO remains responsible for their acts and omissions as if they were acts and omissions of the CPO.

4.4 Documentation

The CPO must use the Services in accordance with the Documentation and any reasonable technical or security instructions issued by EOSVOLT.

5. Accounts and Authorised Users

5.1 Registration information

The CPO must provide complete, accurate and current account, billing, tax, ownership and contact information. EOSVOLT may require reasonable evidence of identity, authority, company registration, beneficial ownership or regulatory status.

5.2 Account security

The CPO must:

limit access to Authorised Users;
protect usernames, passwords, API keys, tokens and other credentials;
use multi-factor authentication where made available or required;
promptly remove access for persons who are no longer authorised; and
notify EOSVOLT without undue delay of suspected unauthorised access, credential compromise or other security incidents affecting the Services.

5.3 Responsibility for account activity

The CPO is responsible for all activity conducted through its accounts, API credentials and integrations, except to the extent caused by EOSVOLT’s breach of the agreement.

6. CPO responsibilities

6.1 EOSVOLT’s role

EOSVOLT supplies software and related digital services. EOSVOLT does not own or operate the CPO’s Charging Stations, supply electricity, install or maintain electrical equipment, manufacture charging hardware, or independently provide charging services to End Users.

6.2 CPO as charging-service provider

The CPO contracts directly with End Users and is solely responsible for the charging services supplied to them. Unless an Order Form expressly states otherwise, the CPO is the merchant of record for all End User charging transactions.

6.3 Operational responsibilities

The CPO is solely responsible for:

ownership, leasing, installation, inspection, operation, safety, connectivity, maintenance and repair of Charging Stations;
electricity procurement, supply, quality, metering and delivery;
charger firmware, SIM cards, local networks and internet connectivity;
setting and communicating tariffs, parking fees, reservation fees and other prices;
ensuring that all prices, locations, availability information and other data supplied to EOSVOLT are accurate and lawful;
providing End User customer service and handling complaints, refunds, chargebacks and disputes;
issuing legally compliant receipts, invoices and tax documentation;
obtaining all required permits, licences, registrations, approvals and insurance;
publishing appropriate End User terms, privacy notices and refund policies; and
all acts and omissions of the CPO’s personnel, contractors and End Users.

6.4 Legal compliance

The CPO must comply with all laws and regulations applicable to its charging business, Charging Stations, End User relationships, pricing, advertising, metering, payment acceptance, taxation, consumer protection, accessibility, energy supply, sanctions and data use. For publicly accessible charging in the European Union, this includes applicable requirements concerning ad hoc payment, price transparency, non-discrimination, data provision and accessibility.

6.5 Instructions and configurations

The CPO is responsible for reviewing and testing its tariffs, tax settings, access rules, load-management rules, integrations and other configurations before using them in production. EOSVOLT is not responsible for losses caused by incorrect, incomplete or unlawful configurations supplied or approved by the CPO.

7. Charging hardware and third-party services

7.1 Supported hardware

The Services are designed to work with Charging Stations, firmware versions, protocols and integrations supported by EOSVOLT. Compatibility with unsupported, modified or untested hardware or software is not guaranteed.

7.2 Integration testing

EOSVOLT may require compatibility testing, certification, configuration changes or additional integration work. EOSVOLT may charge reasonable fees for testing or integration work where agreed in advance.

7.3 Third-party services

The Services may interoperate with Payment Providers, roaming platforms, mapping providers, messaging providers, app stores, energy-data providers, cloud providers and other third-party services. Third-party services are governed by their own terms and privacy practices. EOSVOLT does not control and is not responsible for the availability, security, accuracy, pricing or performance of third-party services.

7.4 Changes by third parties

EOSVOLT may modify, suspend or discontinue an integration if the relevant third party changes or discontinues its service, increases its fees, creates a security or compliance risk, or no longer permits EOSVOLT to provide the integration on reasonable terms.

8. Fees, invoices and taxes

8.1 Service fees

The CPO must pay the subscription fees, socket-based fees, setup fees, support fees, professional-service fees, roaming fees and other charges shown in the applicable Order Form, online ordering flow, Platform pricing screen or published price list.

8.2 Taxes

EOSVOLT’s fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise. The CPO must pay all applicable taxes on EOSVOLT’s fees, except taxes based on EOSVOLT’s net income.

8.3 Five per cent Payment Fee, including Stripe fee

Unless an Order Form states otherwise, every End User card-payment transaction processed through EOSVOLT’s standard Stripe integration is subject to a Payment Fee equal to five per cent (5%) of the Gross Transaction Value, exclusive of VAT chargeable on EOSVOLT’s fee.

The 5% Payment Fee is the total ordinary transaction fee and includes both:

EOSVOLT’s platform and payment-facilitation fee; and
Stripe’s standard payment-processing fee applicable to transactions supported under EOSVOLT’s standard payment setup.

The CPO will not be charged a separate ordinary Stripe card-processing fee in addition to the 5% Payment Fee.

8.4 Additional payment costs

The 5% Payment Fee does not include exceptional or non-standard costs charged because of the CPO’s or an End User’s specific transaction, account or payment method. EOSVOLT may pass through or deduct such costs where they are imposed by a Payment Provider or financial institution, including:

chargeback, dispute and retrieval fees;
currency-conversion and foreign-exchange charges;
cross-border or non-standard card surcharges not covered by EOSVOLT’s standard payment setup;
alternative payment-method fees;
instant-payout, failed-payout or bank-return fees;
refund-related processing costs not returned by the Payment Provider;
regulatory, network or scheme assessments; and
costs arising from a CPO-specific payment arrangement.

Where reasonably practicable, EOSVOLT will disclose applicable additional payment costs in the Order Form, Platform, Payment Provider fee schedule or other written notice.

8.5 Refunds and reversals

Unless required by law or agreed otherwise, the Payment Fee is earned when a payment is successfully captured and is not refunded if the CPO later refunds the End User or if the transaction is reversed or charged back. Any returned portion of a Payment Provider’s fee may be credited at EOSVOLT’s discretion or as required by the applicable Order Form.

8.6 Invoicing and payment period

EOSVOLT may invoice in advance or in arrears as stated in the Order Form or Platform. Unless otherwise agreed, invoices are due within eight (8) calendar days from the invoice date, without set-off or deduction except where required by law.

8.7 Disputed invoices

The CPO must notify EOSVOLT in writing of a good-faith invoice dispute within fourteen (14) days after the invoice date and must identify the disputed amount and reasons. The CPO must pay all undisputed amounts on time. The parties will work in good faith to resolve the dispute promptly.

8.8 Late payment

Overdue undisputed amounts accrue interest from the due date at the rate permitted under the Danish Interest Act, including the applicable official reference rate plus the statutory supplement, or any higher contractual rate expressly stated in an Order Form where legally permitted. The CPO must also reimburse reasonable collection and enforcement costs.

8.9 Pricing changes

EOSVOLT may change recurring fees by giving at least ninety (90) days’ prior written notice. A pricing change will take effect at the start of the next renewal period after the notice period. The CPO may terminate the affected subscription before the change takes effect by giving notice within thirty (30) days after receiving the pricing notice.

9. End User payments and settlement

9.1 Payment facilitation

EOSVOLT provides technical payment-facilitation functionality through licensed Payment Providers. Payment processing, safeguarding and holding of funds are performed by the relevant Payment Provider under its own regulatory authorisation and terms.

9.2 Limited collection appointment

To the extent EOSVOLT or its designated Payment Provider receives an End User payment for onward settlement to the CPO, the CPO appoints EOSVOLT as its limited payment-collection agent solely to facilitate receipt of that payment on the CPO’s behalf. Payment by an End User to the designated payment flow satisfies that End User’s payment obligation to the CPO to the extent of the amount received, subject to any later reversal, refund or chargeback.

9.3 No banking or escrow service

EOSVOLT is not a bank, payment institution, electronic-money institution, escrow provider or deposit-taking institution. The agreement does not create a deposit, trust or interest-bearing account with EOSVOLT.

9.4 Payment Provider onboarding

The CPO must complete all onboarding, identity-verification, beneficial-ownership, tax, sanctions and compliance checks required by EOSVOLT or the Payment Provider. The CPO authorises EOSVOLT to share necessary information with the Payment Provider for these purposes.

9.5 Payouts

Net settlement amounts will be paid according to the applicable Payment Provider’s processing times and EOSVOLT’s normal settlement cycle. Payout timing may be affected by weekends, bank processing, currency conversion, fraud reviews, compliance checks, reserves, disputes, technical incidents or Payment Provider restrictions. EOSVOLT does not guarantee a specific payout date unless expressly agreed in an Order Form.

9.6 Deductions and set-off

EOSVOLT may deduct or set off from settlement amounts any Payment Fees, subscription fees, refunds, chargebacks, disputes, negative balances, taxes, additional payment costs and other amounts due from the CPO under the agreement. EOSVOLT may issue an invoice for any shortfall.

9.7 Reserves and payout holds

EOSVOLT or the Payment Provider may delay payouts or establish a reasonable reserve where necessary to address expected refunds, chargebacks, fraud, legal requirements, excessive dispute rates, financial risk or Payment Provider requirements. Where legally and operationally possible, EOSVOLT will notify the CPO of the reason and expected review process.

9.8 Refunds, chargebacks and negative balances

The CPO is responsible for all End User refunds, chargebacks, reversals, payment disputes and related costs arising from the CPO’s charging services. The CPO authorises EOSVOLT and the Payment Provider to process refunds and respond to disputes using information supplied by the CPO. The CPO must promptly reimburse any negative balance.

9.9 Payment records

The Platform may display payment and settlement records for operational convenience. The Payment Provider’s final transaction and settlement records control in the event of a discrepancy, unless there is a manifest error.

10. Support, maintenance and availability

10.1 Support

EOSVOLT provides technical support to the CPO, not directly to End Users, through the channels and during the hours made available for the CPO’s subscription. Support does not include on-site services, electrical work, charger installation, hardware repair, End User customer service or custom development unless separately agreed.

10.2 Maintenance

EOSVOLT may perform scheduled and emergency maintenance. EOSVOLT will use commercially reasonable efforts to give advance notice of scheduled maintenance likely to cause material disruption.

10.3 Availability

EOSVOLT will use commercially reasonable efforts to keep the core Platform available. Unless a separate Service Level Agreement expressly states otherwise, the Services are not subject to a guaranteed uptime percentage, service credit or response time.

10.4 Website statistics

Any uptime, performance, charger-count, integration-count or similar statistic shown on an EOSVOLT website, presentation or marketing material describes historical or general information only and is not a contractual commitment or warranty.

10.5 Exclusions

Availability and support commitments do not apply to disruption caused by the CPO, Charging Stations, unsupported firmware, telecommunications, local networks, End User devices, third-party services, Payment Providers, roaming providers, scheduled maintenance, emergency maintenance, security incidents, legal restrictions or Force Majeure Events.

11. CPO Data and Platform Data

11.1 Ownership

As between the parties, the CPO retains all rights it has in CPO Data. EOSVOLT retains all rights in the Services, Platform Data and EOSVOLT’s technology.

11.2 Licence to process CPO Data

The CPO grants EOSVOLT and its subprocessors a non-exclusive, worldwide right during the Subscription Term and any applicable retention period to host, copy, transmit, analyse, display, modify and otherwise process CPO Data only as necessary to:

provide, operate, support and secure the Services;
process payments and settlements;
prevent fraud, abuse and cybersecurity incidents;
comply with law and enforce the agreement;
perform diagnostics, troubleshooting and support; and
create and use Platform Data in accordance with section 11.4.

11.3 CPO warranties concerning data

The CPO represents that it has all rights, notices, consents and lawful bases needed for EOSVOLT to process CPO Data as contemplated by the agreement. The CPO must not upload or transmit unlawful data, data that infringes third-party rights, or personal data that is excessive or unnecessary for use of the Services.

11.4 Platform Data

EOSVOLT may generate and use Platform Data to operate, secure, analyse, benchmark, maintain and improve the Services, develop new functionality and publish general industry insights. EOSVOLT will not use Platform Data to identify the CPO, an End User or an individual charging session.

11.5 Data quality

The CPO is responsible for the accuracy, quality, legality and completeness of CPO Data. The Services may depend on data received from Charging Stations, vehicles, Payment Providers, roaming platforms and other third parties, and EOSVOLT does not warrant that such third-party data is complete or accurate.

12. Data protection and security

12.1 Compliance

Each party must comply with applicable privacy and data-protection laws, including the General Data Protection Regulation (EU) 2016/679 where applicable.

12.2 Roles

For personal data processed by EOSVOLT solely on the CPO’s documented instructions in order to provide the Services, the CPO acts as controller and EOSVOLT acts as processor. EOSVOLT acts as an independent controller for personal data it processes for its own account administration, billing, legal compliance, fraud prevention, service security and business communications, to the extent EOSVOLT independently determines the purposes and means of that processing.

The parties will not be joint controllers unless they expressly agree to a joint-controller arrangement describing their respective responsibilities.

12.3 Data Processing Agreement

Where EOSVOLT acts as processor, the then-current EOSVOLT Data Processing Agreement available at /dpa is incorporated into and forms part of the agreement.

12.4 Security

EOSVOLT will maintain appropriate technical and organisational measures designed to protect CPO Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the nature of the Services, the risks and the state of the art.

12.5 Security incidents

EOSVOLT will notify the CPO without undue delay after becoming aware of a personal-data breach affecting personal data processed by EOSVOLT on behalf of the CPO, and will provide reasonable information and assistance in accordance with the Data Processing Agreement.

12.6 International transfers

Personal data may be processed in countries where EOSVOLT or its subprocessors operate. Where legally required, EOSVOLT will implement an approved transfer mechanism, such as the European Commission’s Standard Contractual Clauses.

12.7 Payment-card data

Full payment-card details are processed by the applicable Payment Provider. EOSVOLT does not intend to store full payment-card numbers or card-security codes in its own systems.

13. AI-assisted features and analytics

13.1 Permitted use

EOSVOLT may use automated analytics, machine learning and AI-assisted tools to provide charger diagnostics, interpret OCPP logs, detect faults, identify unusual behaviour, support fraud prevention and cybersecurity, assist customer support and improve operational workflows.

13.2 Safeguards

When AI-assisted tools process CPO Data, EOSVOLT will apply the contractual, confidentiality, security and data-protection safeguards required under the agreement and the Data Processing Agreement.

13.3 Model training

EOSVOLT will not use identifiable CPO Data or personal data processed on behalf of the CPO to train a public or general-purpose AI model without the CPO’s prior written agreement. EOSVOLT may use irreversibly anonymised and aggregated Platform Data to improve its models, diagnostics and Services.

13.4 No automated legal decisions

Unless expressly agreed and lawfully configured, EOSVOLT does not use solely automated decision-making that produces legal or similarly significant effects on individuals within the meaning of Article 22 GDPR.

13.5 Human review

AI-generated explanations, classifications and recommendations are support tools and may be incomplete or inaccurate. The CPO must apply appropriate human review before relying on them for safety, maintenance, billing, legal or operational decisions.

14. Confidentiality

14.1 Confidential Information

“Confidential Information” means non-public information disclosed by or on behalf of a party that is marked confidential or that a reasonable person would understand to be confidential, including business plans, pricing, security information, technology, source code, product roadmaps, credentials, CPO Data and commercial arrangements.

14.2 Protection and permitted use

The receiving party must use the disclosing party’s Confidential Information only to perform or exercise rights under the agreement, protect it using at least reasonable care, and disclose it only to personnel, Affiliates, subprocessors and professional advisers who need to know it and are bound by confidentiality obligations.

14.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

is or becomes public without breach of the agreement;
was lawfully known without confidentiality restriction before disclosure;
is lawfully received from a third party without confidentiality restriction; or
is independently developed without use of the disclosing party’s Confidential Information.

14.4 Required disclosure

A receiving party may disclose Confidential Information where required by law, court order or regulator, provided it gives advance notice where legally permitted and reasonably assists the disclosing party in seeking protective treatment.

14.5 Duration

These confidentiality obligations continue for five (5) years after termination. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

15. Intellectual property and custom development

15.1 EOSVOLT technology

EOSVOLT and its licensors retain all rights, title and interest in the Services, software, source code, object code, APIs, interfaces, Documentation, designs, workflows, algorithms, models, databases, Platform Data, improvements, modifications and related intellectual property.

15.2 CPO Content

The CPO retains its rights in CPO Content. The CPO grants EOSVOLT a non-exclusive licence to host, reproduce, display and adapt CPO Content only as necessary to provide the Services and any agreed white-label application.

15.3 Feedback

The CPO may provide suggestions or feedback. EOSVOLT may use feedback without restriction or payment, provided EOSVOLT does not identify the CPO publicly without permission.

15.4 Custom development

Unless an Order Form expressly states otherwise, EOSVOLT owns all custom software, integrations, configurations, templates, workflows and other deliverables developed by EOSVOLT, including general knowledge, reusable code and improvements created during the engagement. Subject to payment of applicable fees, the CPO may use custom deliverables as part of the Services during the Subscription Term.

15.5 No source-code transfer

Payment for custom development does not transfer source-code ownership or create an obligation to deliver source code unless expressly agreed in a signed Order Form.

15.6 Publicity

EOSVOLT may identify the CPO by name and logo in a factual customer list only with the CPO’s prior written approval. Any broader case study, press release or marketing use requires separate approval.

16. Acceptable use

The CPO and its Authorised Users must not:

use the Services unlawfully, fraudulently or in violation of sanctions or export-control laws;
access or attempt to access accounts, systems or data without authorisation;
introduce malware, malicious code or harmful content;
interfere with, overload, disrupt or circumvent the Services or their security controls;
use automated tools to scrape or extract data except through an authorised API;
reverse engineer, decompile or disassemble the Services except to the limited extent that applicable law does not permit the restriction;
copy, resell, sublicense, lease or provide the Services as a standalone service to a third party;
use the Services to develop or train a competing product using EOSVOLT Confidential Information;
conduct penetration testing or vulnerability scanning without EOSVOLT’s prior written approval; or
remove proprietary notices or misrepresent the source or ownership of the Services.

EOSVOLT may apply reasonable usage limits to protect security, reliability and fair use. Where practicable, EOSVOLT will notify the CPO before imposing a material restriction.

17. Warranties and disclaimers

17.1 Mutual authority

Each party warrants that it has authority to enter into and perform the agreement.

17.2 EOSVOLT warranty

EOSVOLT warrants that the core Services will perform materially in accordance with the Documentation when used under normal operating conditions. The CPO’s exclusive remedy for breach of this warranty is for EOSVOLT to use commercially reasonable efforts to correct the non-conformity. If EOSVOLT cannot correct a material non-conformity within a reasonable period, either party may terminate the affected Service and EOSVOLT will refund any prepaid recurring fees covering the unused period after termination.

17.3 Disclaimers

Except for the express warranties in the agreement and to the maximum extent permitted by law, the Services are provided “as is” and “as available”. EOSVOLT disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement and satisfactory quality.

EOSVOLT does not warrant that:

the Services will be uninterrupted, error-free or free from harmful components;
all Charging Stations, vehicles, firmware or third-party integrations will be compatible;
a charging session will start, continue or complete successfully;
electricity will be available or delivered at any particular rate;
third-party, roaming or payment services will be available;
AI-assisted output, forecasts or diagnostics will always be accurate; or
the CPO will achieve any particular revenue, saving, uptime or business result.

17.4 Beta and experimental features

Features labelled beta, pilot, preview, experimental or similar may be changed or discontinued at any time and are provided without warranty, support commitment or service level unless expressly agreed otherwise.

18. Indemnities

18.1 CPO indemnity

The CPO will defend, indemnify and hold harmless EOSVOLT, its Affiliates and their personnel from third-party claims, losses, damages, fines, penalties and reasonable legal costs arising from or relating to:

the CPO’s charging services, electricity supply, Charging Stations or physical operations;
death, personal injury or property damage caused by the CPO’s hardware, installation, maintenance or operations;
the CPO’s prices, tariffs, tax treatment, receipts, invoices, refunds or consumer obligations;
an End User dispute or claim against EOSVOLT concerning services provided by the CPO;
CPO Data, CPO Content or the CPO’s instructions infringing third-party rights or violating law;
the CPO’s breach of sections 6, 8, 9, 11, 12 or 16; or
fraud, wilful misconduct or unlawful activity by the CPO or its personnel.

18.2 EOSVOLT intellectual-property indemnity

EOSVOLT will defend the CPO against a third-party claim that the unmodified core Services, when used as permitted under the agreement, directly infringe that third party’s patent, copyright or trade mark, and will pay damages finally awarded or agreed in settlement by EOSVOLT.

This obligation does not apply to a claim arising from:

CPO Data, CPO Content or CPO instructions;
use of the Services with items not supplied or approved by EOSVOLT;
modification not made or approved by EOSVOLT;
continued use after EOSVOLT has offered a non-infringing alternative; or
use outside the scope of the agreement or Documentation.

If a qualifying infringement claim is made or likely, EOSVOLT may obtain the right for continued use, modify or replace the affected Service, or terminate it and refund prepaid recurring fees for the unused period. This section states EOSVOLT’s entire liability for third-party intellectual-property infringement claims.

18.3 Indemnity procedure

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defence and settlement. No settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its prior written consent, not to be unreasonably withheld.

19. Limitation of liability

19.1 Excluded losses

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or business interruption, whether direct or indirect.

19.2 Operational exclusions

EOSVOLT is not liable for loss or damage arising from Charging Station failure, electrical faults, electricity interruption, vehicle incompatibility, local connectivity, incorrect CPO configurations, unsupported hardware, End User conduct, roaming-provider failure, Payment Provider failure, banking-system failure or another third-party service outside EOSVOLT’s reasonable control.

19.3 General liability cap

Subject to sections 19.4 and 19.5, each party’s total aggregate liability arising out of or relating to the agreement will not exceed the total fees paid or payable by the CPO to EOSVOLT for the affected Services during the twelve (12) months immediately before the first event giving rise to liability.

19.4 Higher cap

EOSVOLT’s total aggregate liability for breach of section 14 (Confidentiality) or the Data Processing Agreement will not exceed two (2) times the general liability cap stated in section 19.3.

19.5 Unlimited and non-excludable matters

Nothing in the agreement limits or excludes:

liability that cannot legally be limited or excluded;
liability for fraud or wilful misconduct;
the CPO’s obligation to pay fees, refunds, chargebacks, taxes, negative balances and other amounts due;
the CPO’s liability under section 18.1; or
either party’s infringement or misuse of the other party’s intellectual-property rights.

19.6 Allocation of risk

The limitations in this section apply regardless of the legal theory of liability and even if a party has been advised of the possibility of the loss. The parties acknowledge that the fees reflect this allocation of risk.

20. Term, suspension and termination

20.1 Start and minimum commitment

The agreement begins when the CPO first accepts an Order Form or these Terms, or first accesses the Services. Unless an Order Form states otherwise, the subscription has an initial minimum commitment of six (6) months from activation.

20.2 Renewal

After the initial commitment, the subscription renews automatically for successive one-month periods unless either party gives at least thirty (30) days’ written notice of non-renewal.

20.3 Termination for breach

Either party may terminate the agreement or an affected Order Form if the other party materially breaches it and does not cure the breach within thirty (30) days after written notice. For overdue undisputed payments, the cure period is ten (10) days after written notice.

20.4 Immediate termination

Either party may terminate immediately if the other party becomes insolvent, enters liquidation, ceases business or is subject to a comparable proceeding that is not dismissed within sixty (60) days. EOSVOLT may terminate immediately where continued provision of the Services would violate law, sanctions, a regulator’s direction or a Payment Provider requirement.

20.5 Suspension

EOSVOLT may suspend all or part of the Services where reasonably necessary to:

address a security incident, fraud risk or threat to the Platform;
prevent unlawful use or material breach of section 16;
comply with law, a court, regulator or Payment Provider;
protect EOSVOLT, the CPO, End Users or third parties from material harm; or
address overdue undisputed amounts after the applicable notice and cure period.

Where legally and operationally possible, EOSVOLT will give advance notice, explain the reason and limit the suspension to what is reasonably necessary. EOSVOLT may charge a reasonable reactivation fee following suspension caused by the CPO’s breach or non-payment.

20.6 Effect of termination

On termination or expiry:

the CPO’s right to use the Services ends, subject to section 21;
all accrued and undisputed amounts become due;
the parties must stop using and, on request, return or destroy the other party’s Confidential Information, subject to legal retention requirements; and
provisions intended by their nature to survive will remain in effect, including payment, confidentiality, intellectual property, indemnities, liability, data export, governing law and dispute provisions.

20.7 No refund

Except where the agreement expressly states otherwise, termination does not entitle the CPO to a refund of prepaid or accrued fees.

21. Data export and switching

21.1 Export during the term

The CPO may use available Platform export tools and APIs to export CPO Data during the Subscription Term, subject to the CPO’s subscription, reasonable technical limits and applicable law.

21.2 Post-termination retrieval period

Unless law or an Order Form requires a longer period, EOSVOLT will make a one-time export of reasonably available CPO Data available for thirty (30) days after termination upon the CPO’s written request. The export will be provided in a commonly used machine-readable format selected by EOSVOLT, taking account of technical feasibility and the type of data.

21.3 Switching assistance

EOSVOLT will provide reasonable cooperation required by applicable law to support switching to another data-processing service or to the CPO’s own infrastructure. Additional migration, mapping, transformation, consulting or engineering work may be charged at EOSVOLT’s then-current rates where permitted by law and agreed in advance.

21.4 Outstanding amounts

EOSVOLT may condition optional professional migration services on payment of overdue undisputed amounts. EOSVOLT will not withhold data export or switching rights that the CPO is entitled to receive under mandatory applicable law solely because an amount is disputed in good faith.

21.5 Deletion and retention

After the retrieval period, EOSVOLT may delete CPO Data from active systems in accordance with its retention practices. EOSVOLT may retain data where required for legal compliance, security, fraud prevention, dispute resolution, backup cycles or enforcement, and will continue to protect retained data under the agreement.

22. Changes to the Services and Terms

22.1 Service changes

EOSVOLT may update, improve, replace or modify the Services. During a paid Subscription Term, EOSVOLT will use commercially reasonable efforts not to materially reduce the core functionality purchased by the CPO, except where necessary for security, legal compliance, third-party changes or to prevent material harm.

22.2 Discontinued functionality

If EOSVOLT permanently discontinues material paid functionality without providing a substantially equivalent replacement, the CPO may terminate the affected Service and receive a pro-rata refund of prepaid recurring fees for the unused period. This remedy does not apply to beta features, free features, third-party integrations or functionality discontinued because of the CPO’s breach or legal requirements.

22.3 Changes to these Terms

EOSVOLT may update these Terms from time to time. EOSVOLT will give at least thirty (30) days’ notice of a material change by email, through the Platform or by another reasonable method. Material changes will not apply retroactively.

EOSVOLT may make an immediate change where reasonably necessary to address law, regulation, security, fraud, abuse, third-party requirements or an urgent operational risk. EOSVOLT will notify the CPO as soon as reasonably practicable.

22.4 Right to reject a material adverse change

If a notified change materially and adversely affects the CPO’s rights, the CPO may terminate the affected subscription by notifying EOSVOLT before the change takes effect. EOSVOLT will refund any prepaid recurring fees for the unused period after termination. Continued use after the effective date constitutes acceptance of the updated Terms.

23. Force majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, fire, flood, war, terrorism, civil unrest, epidemic, government action, sanctions, labour disputes not limited to the affected party’s workforce, widespread internet or telecommunications failure, power-grid failure, cyberattack, cloud-provider outage, Payment Provider outage, roaming-provider failure or failure of critical third-party infrastructure.

The affected party must use reasonable efforts to mitigate the effects. If a Force Majeure Event materially prevents the affected Services for more than sixty (60) consecutive days, either party may terminate those Services on written notice.

24. General provisions

24.1 Notices

Contractual notices must be in writing. Notices to EOSVOLT must be sent to contact@eosvolt.com. Notices to the CPO may be sent to the primary account or billing email address. A notice is deemed received when delivered by email without an automated failure notice, or when delivered by a recognised courier.

24.2 Assignment

The CPO may not assign or transfer the agreement without EOSVOLT’s prior written consent, not to be unreasonably withheld. EOSVOLT may assign the agreement to an Affiliate or in connection with a merger, reorganisation, financing, sale of assets or change of control, provided the assignee assumes EOSVOLT’s obligations.

24.3 Subcontractors

EOSVOLT may use Affiliates and subcontractors to provide the Services. EOSVOLT remains responsible for their performance to the same extent as for its own performance, subject to the agreement.

24.4 Independent contractors

The parties are independent contractors. The agreement does not create a partnership, franchise, employment, fiduciary or joint-venture relationship. The limited payment-collection appointment in section 9.2 does not create a broader agency relationship.

24.5 No third-party beneficiaries

Except for indemnified persons under section 18, the agreement does not give rights to any person who is not a party to it.

24.6 Entire agreement

The agreement is the entire agreement between the parties concerning the Services and replaces prior proposals, discussions and agreements concerning the same subject matter. The CPO acknowledges that it has not relied on statements not expressly included in the agreement.

24.7 Waiver

A failure or delay to exercise a right is not a waiver. A waiver must be in writing and applies only to the specific circumstance for which it is given.

24.8 Severability

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

24.9 Electronic acceptance

Electronic signatures, online acceptance, clickwrap acceptance and electronically stored records have the same effect as paper documents and handwritten signatures to the extent permitted by law.

24.10 Language

These Terms are written in English and may be translated. If there is a conflict between the English version and a translation, the English version prevails unless mandatory law requires otherwise.

25. Governing law and disputes

25.1 Governing law

The agreement and any non-contractual obligations arising out of or relating to it are governed by the laws of Denmark, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.2 Good-faith escalation

Before starting court proceedings, each party will use reasonable efforts to resolve the dispute through good-faith discussions between authorised senior representatives, unless urgent injunctive or protective relief is required.

25.3 Jurisdiction

The courts of Copenhagen, Denmark have exclusive jurisdiction over disputes arising out of or relating to the agreement, except that EOSVOLT may seek injunctive relief or enforce payment or intellectual-property rights in any court of competent jurisdiction.

26. Contact information

EOSVOLT ApS Arne Jacobsens Alle 15 2300 Copenhagen S Denmark CVR: 44305844 Email: contact@eosvolt.com