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General Terms and Conditions

Last updated: January 2024

Fuuse Ltd is a professional provider of electric vehicle charge point management software. These terms and conditions (Terms) set out how Fuuse will deliver the software (Software) and related services (Services) which you order. 

TERMS AND CONDITIONS

It is agreed

Definitions and Interpretation
The definitions and rules of interpretation set out in these Terms and Conditions shall have the meaning given to them in the Contract Details, or as follows:
  • Authorised Users means those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation, as further described in clause 2(b).
  • Beneficiary means the beneficiary of the payment received through the Payment Module.
  • Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Charge Point means the electric vehicle charging stations from which charging services are provided to End Users of the Client and through which Fuuse provides the client with a charge point management service.
  • Charge Point Data means the data collected by Fuuse in relation to End Users use of the Charge Points.
  • Charges means the charges payable by the Client to Fuuse for the Subscriptions and any additional Services, as set out in Schedule 1.
  • Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this Agreement in connection with this Agreement, including but not limited to:
    • any information that would be regarded as confidential by a reasonable business person relating to:
      • the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
      • the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
    • any information developed by the parties in the course of carrying out this Agreement and the parties agree that:
      • details of the Services, and the results of any performance tests of the Services, shall constitute Fuuse Confidential Information; and
      • Client Data shall constitute Client Confidential Information.
  • Connectors means the physical interface of the Charge Point that connects to the electric vehicle via a cable through which the Charging Services are provided. A Charge Point may consist of one or more Connectors. Subscriptions are calculated based on the number of Connectors (not Charge Points).
  • Controller, Data Breach, Joint Controller, Personal Data, Processing, and Processor all respectively have the meaning given in the UK GDPR.
  • Client Data means the data inputted by the Client, Authorised Users, or Fuuse on the Client's behalf for the purpose of using the Services or facilitating the Client's use of the Services.
  • Consumer Price Index means the Consumer Price Index (all Items Index) figure published by the Office of National Statistics or any official index replacing it.
  • Data Protection Laws means any applicable law relating to the protection of Personal Data, as applicable to the parties, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (in each case as amended or superseded).
  • Documentation means the support information document made available to the Client by Fuuse and stored at https://support.fuuse.io/knowledge/fuuse-portal which sets out the user instructions for the Services and Schedule 1B which sets out the description of the Services.
  • Effective Date means the date of execution of this Agreement.
  • End Users means the customers of the Client or other end users that connect to the Charge Points.
  • Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet.
  • Initial Term means the initial term of this Agreement as set out in the contract details.
  • Intellectual Property Rights means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
    1. whether registered or not;
    2. including any applications to protect or register such rights;
    3. including all renewals and extensions of such rights or applications;
    4. whether vested, contingent or future; and
    5. wherever existing
  • Normal Business Hours means 9.00 am to 5.00 pm local UK time, each Business Day.
  • Payment Module means the additional Service (“Fuuse Billing”) which can be added to the Software which enables Fuuse to charge and receive payments from Charge Points, the provision of which is subject to the Payment Module Terms.
  • Payment Module Terms means the additional terms and conditions which apply to the provision of the Payment Module, as set out in Schedule 3, to be entered into between Fuuse and the Beneficiary.
  • Persistent Service Failure means any Service Delivery Failure repeated across 3 consecutive months in respect of the same Service Level identified in Schedule 2.
  • Renewal Period means the period described in clause 1.
  • Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
  • Service Delivery Failure means a failure by Fuuse to achieve the targets set out in: the Uptime Service Level; or the Support Service Levels set out in Schedule 2.
  • Services means all or any part(s) of any services of the type and specification listed in the Contract Details and any associated Documentation relating to each of them, together with any other services developed by Fuuse, including the Integration Services, the Payment Module (where applicable) and additional services outlined in Schedule 2 (SLA), and which Fuuse permits the Client to use for their own internal business purposes pursuant to this Agreement.
  • Software means the charge point management online software applications provided by Fuuse to the Client as part of the Services.
  • SLA means Fuuse's standard service level agreement as set forth in Schedule 2.
  • Term has the meaning given in clause 1 (being the Initial Term together with any subsequent Renewal Periods).
  • UK GDPR has the meaning given to it in the Data Protection Act 2018.
  • Subscriptions means the subscriptions purchased by the Client pursuant to clause 1 which entitle Authorised Users to access and use the Services in accordance with these Terms and Conditions.
  • VAT means United Kingdom value added tax, any other tax imposed in substitution for it [and any equivalent or similar tax imposed outside the United Kingdom].
  • Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  • Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
    • Clause, schedule and paragraph headings shall not affect the interpretation hereof.
    • A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
    • A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    • A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
    • A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
    • A reference to writing or written excludes fax but not email.
    • References to clauses and schedules are to the clauses and schedules of these Terms and Conditions; references to paragraphs are to paragraphs of the relevant schedule to these Terms and Conditions.
Subscriptions
  • Subject to the Client purchasing the Subscriptions in accordance with clause 3 and clause 12, the restrictions set out in this clause 2 and the rest of these Terms and Conditions, Fuuse hereby grants to the Client a non-exclusive, non-transferable right and licence, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Term solely for the purpose the Client's internal business purposes.
  • In relation to the Authorised Users, the Client undertakes that:
    • each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than 90 days and that each Authorised User shall keep their password confidential; and
    • it shall maintain a written, up to date list of current Authorised Users and provide such list to Fuuse within 5 Business Days of Fuuse's written request at any time or times.
  • The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and Fuuse reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.
  • The Client shall not:
    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms and Conditions:
      • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
      • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
    • access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
    • use the Services and/or Documentation to provide services to third parties; or
    • subject to clause 1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
    • attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or
    • introduce or permit the introduction of, any Virus or Vulnerability into Fuuse's network and information systems.
  • The Client shall use their best endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Fuuse.
  • The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
Additional Subscriptions and Services
  • Subject to clause 2 and clause 3.3, the Client may, during any Term, purchase, based on the rates set out in Schedule 1A, additional Subscriptions in excess of the number set out in Schedule 1A and Fuuse shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Agreement.
  • If the Client wishes to purchase additional Subscriptions or Services, the Client shall notify Fuuse in writing. Fuuse shall evaluate such request for additional Subscriptions or Services and respond to the Client with approval or rejection of the request (such approval not to be unreasonably withheld). Where Fuuse approves the request, Fuuse shall activate the additional Subscriptions within 30 days of its approval of the Client's request, subject to the commissioning date of the Connector(s).
  • If Fuuse approves the Client's request to purchase additional Subscriptions, the Client shall, within 30 days of the date of Fuuse's invoice, pay to Fuuse the relevant fees for such additional Subscriptions of Schedule 1 and, if such additional Subscriptions are purchased by the Client part way through the Initial Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Fuuse for the remainder of the Initial Term or then current Renewal Period (as applicable).
Services
  • Fuuse shall, during the Term, provide the Services and make available the Documentation to the Client on and subject to these Terms and Conditions.
  • Fuuse shall use commercially reasonable endeavours to make the Services available in accordance with the SLA, however the Services may be unavailable during any Scheduled Maintenance (as defined in the SLA).
  • The undertaking at clause 4.2 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Fuuse's instructions, or modification or alteration of the Services by any party other than Fuuse or Fuuse's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Fuuse will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 4.2.
  • Fuuse will, as part of the Services and at no additional cost to the Client, provide the Client with Fuuse's standard Client support services during Normal Business Hours in accordance with the SLA in effect at the time that the Services are provided. Fuuse may amend the scope of such Services in its discretion from time to time.
Data Protection
  • The parties acknowledge that under Data Protection Laws it is the factual arrangement between them which shall dictate their role and status. Notwithstanding the foregoing, the parties anticipate that, for the purposes of Data Protection Laws, each party acts as an independent Controller of any Personal Data shared in connection with this Agreement.
  • The parties do not anticipate that either party will act as a Joint Controller or that the relationship will be of Controller and Processor, however, to the extent that Processing arises then the parties shall in good faith enter into a separate Joint Controller or data Processing agreement to comply with the applicable provisions in the UK GDPR.
  • Each party will comply with Data Protection Laws at all times and will not by any act or omission put the other party in breach of its obligations under Data Protection Laws.
  • Each party will advise the other party without undue delay, and in any event within 48 hours should it suffer a suspected or actual Data Breach or receive any notice or allegation from the Information Commissioner's Office or an End User of its non-compliance with Data Protection Laws.
Third party partners
  • The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Fuuse makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not Fuuse. Fuuse recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Fuuse does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
Installation and Integration
  • The Client shall be responsible for selecting and installing the Charge Points. After the Charge Points have been installed by the Charge Point provider, Fuuse shall provide support for the integration of the Charge Points with the Software through our standard onboarding process where required (Integration Services).
  • The Client shall ensure that it has procured a smart enabled Charge Point from the provider. All Charge Points shall be connected to a 3G, 4G or 5G mobile network, or if a phone signal is not available then over the internet via Wi-Fi. The Client acknowledges that all Charge Points must actively communicate with Fuuse’s servers to enable them to be remotely maintained. Fuuse shall not be held liable should the installation fail to ensure internet-based communication with the Software.
  • In order to receive the Integration Services, the Client agrees to promptly provide Fuuse with:
    • Site details;
    • MPAN and site load capacity details (if load balancing required);
    • Charger name;
    • OCPP ID;
    • Meter delivery value;
    • Connector identifier;
    • Maximum power; and
    • Connector details.
  • Where Client chooses a public Charge Point, the following additional terms apply:
    • Client agrees that its Charge Points will appear on the Fuuse App (or white-labelled equivalent), the WattStop App, in car systems, maps and on a variety of third party data sources which Fuuse provide.
    • Client grants Fuuse permission to share information, including locations, descriptions, current status, pricing and access times of its Charge Points with third parties from time to time.
    • Client grants Fuuse permission to include the existence of its Charge Points in advertising and marketing materials as is sees fit from time to time.
    • Client grants Fuuse a non-exclusive, royalty-free, worldwide licence to use the Client's brand name and logos for the purposes listed in clauses 7.4(a) to (c) above.
    • Where the Client chooses to purchase a Fuuse Public subscription, the Client agrees to set the roaming tariff of its public Charge Points at a rate equivalent to its standard public tariff.
  • Where Client chooses a private Charge Point, the following additional terms apply:
      • Client may limit access to the Charge Point to Authorised Users, who will be able to see the Charge Point on the Fuuse App (or white-labelled equivalent), but Fuuse will not advertise the Charge Point beyond the inclusion on the Fuuse App (or white-labelled equivalent) for Authorised Users.
    • In the event that the applicable Charge Point manufacturer and / or installer appointed by the Client operates Charge Points via an OCPP middleware solution:
      • Fuuse shall connect to the middleware solution to operate the Charge Points;
      • the Client shall be responsible for ensuring that it has all necessary licences and consents from any applicable third parties to enable Fuuse to connect to the middleware solution; and
      • where reasonably practicable, Fuuse shall notify the Client of any failure or downtime of the middleware solution after it becomes aware, however Fuuse takes no responsibility for any such failure or downtime and shall not be liable for any losses the Client may suffer as a result of any such failure or downtime.
    • If the Client requires Fuuse Representatives to attend its premises to oversee the initial installation of the Charge Points by the Charge Point provider, the Client will be charged on an hourly basis in accordance with the rates set out in Schedule 1.
Charge Point Data and Derived Data
  • Client acknowledges and agrees that all Charge Point Data shall be owned by Fuuse.
  • Fuuse shall not be liable for:
    • any loss or damage suffered by the Client in the event that the Charge Point Data is inaccurate; and
    • (to the fullest extent permitted by law) any loss of, or damage to, the Charge Point Data.
  • Fuuse hereby grants Client, for the duration of the Term, a non-exclusive, non-transferable, revocable, licence to use the Charge Point Data to:
    • access, view and manipulate the Charge Point Data and create derived data from it (Derived Data);
    • store and manipulate the Derived Data; and
    • distribute the Derived Data using the Software, solely for Client's own internal business purposes.
  • Any display of such Derived Data by the Client shall credit, wherever technically and commercially feasible, Fuuse, any licensor of Fuuse or any other source of the Derived Data specified by Fuuse as the source of the Derived Data.
Payment Module
  • Where the Client procures the Payment Module as Beneficiary or on behalf of the Beneficiary, it is agreed that the Payment Module shall be provided on the basis of the Payment Module Terms set out in Schedule 3.
  • The Client shall either enter into the Payment Module Terms as Beneficiary, or procure that the Beneficiary enters into, the Payment Module Terms directly with Fuuse.
  • The Client acknowledges and agrees that the Payment Module cannot be provided by Fuuse unless and until the Beneficiary details have been entered into the Fuuse platform.
Fuuse's obligations
  • Fuuse:
    • does not represent or warrant that:
      • the Client's use of the Services will be uninterrupted or error-free;
      • that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; or
      • the Software or the Services will be free from Vulnerabilities or Viruses.
    • 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 the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    • is constantly improving the Software, and it reserves the right to add, modify and remove functionality as it sees fit.
  • Nothing in this Agreement shall prevent Fuuse from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
  • Fuuse warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
Client's obligations
  • The Client shall:
    • provide Fuuse with:
      • all necessary co-operation in relation to this Agreement; and
      • all necessary access to such information as may be required by Fuuse;

in order to provide the Services, including but not limited to Client Data, security access information and Integration Services;

    • without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
    • carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Fuuse may adjust any agreed timetable or delivery schedule as reasonably necessary;
    • ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
    • obtain and shall maintain all necessary licences, consents, and permissions necessary for Fuuse, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
    • comply with all relevant health and safety provisions, as set out in section 8 of the Electric Vehicles (Smart Charge Points) Regulations 2021 and other such safety legislation or regulation that charge points are subject to.ensure that its network and systems comply with the relevant specifications provided by Fuuse from time to time; and
    • be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Fuuse's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
    • Except as otherwise expressly agreed in this Agreement, Fuuse shall not be obliged to provide the Client with any assistance extracting, transferring or recovering any data whether during or after the Term. The Client acknowledges and agrees that it is responsible for maintaining safe backups and copies of any Client Data, including as necessary to ensure the continuation of the Customer’s and Authorised Affiliates’ businesses. The Client shall, without limitation, ensure that it backs up (or procures the back up of) all Client Data regularly (in accordance with its, its Authorised Affiliates and its Authorised User’s needs) and extracts it from each Subscribed Service prior to the termination or expiry of this Agreement or the cessation or suspension of any of the Services.
    • Without prejudice to its other rights and remedies under this Agreement, Fuuse reserves the right to disable the Client's access to the Software where Client is in breach of any provision of this Agreement.
    • The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.
Charges and payment
  • The Client shall pay the Charges to Fuuse for the Subscriptions in accordance with clause 12.2 and Schedule 1.
  • The Client shall on the Effective Date provide to Fuuse valid, up-to-date and complete credit card details or approved purchase order information acceptable to Fuuse and any other relevant valid, up-to-date and complete contact and billing details and, if the Client provides:
    • its credit card details to Fuuse, the Client hereby authorises Fuuse to bill such credit card:
      • on the Invoice Date for the Charges payable in respect of the Initial Term; and
      • subject to clause 1, on each anniversary of the Invoice Date for the Charges payable in respect of the next Renewal Period;
    • its approved purchase order information to Fuuse, Fuuse shall invoice the Client:
      • on the Invoice Date for the Charges payable in respect of the Initial Term; and
      • subject to clause 1, at least 30 days prior to each anniversary of the Invoice Date for the Charges payable in respect of the next Renewal Period,

and the Client shall pay each invoice within 30 days after the date of such invoice.

  • If Fuuse has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Fuuse:
    • Fuuse may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and Fuuse shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
    • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
  • All amounts and fees stated or referred to in this Agreement:
    • shall be payable in pounds sterling;
    • are, subject to clause 3(b), non-cancellable and non-refundable;
    • are exclusive of value added tax, which shall be added to Fuuse's invoice(s) at the appropriate rate.
  • Fuuse reserves the right to increase the Charges set out in Schedule 1A (Rate Card) on 1 January every year upon providing no less than 30 days’ prior notice to the Client by
    • 5%; or
    • in line with the Consumer Price Index,

(whichever is higher) and the Contract Details and/or Schedule 1 shall be deemed to have been amended accordingly. For the avoidance of doubt, any increase will only apply to the next Invoice due and shall never be applied retrospectively or to Charges paid upfront.

Intellectual Property Rights
  • The Client acknowledges and agrees that Fuuse and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
  • Fuuse confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
  • Subject to clause 14.8, the Client grants to Fuuse a non-exclusive, royalty-free, revocable licence during the Term to use its logos and trade marks for the purposes set out in that clause.
Confidentiality
  • The provisions of this clause shall not apply to any Confidential Information that:
    • is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
    • was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
    • was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
    • the parties agree in writing is not confidential or may be disclosed; or
    • is developed by or for the receiving party independently of the information disclosed by the disclosing party.
  • Each party shall keep the other party's Confidential Information secret and confidential and shall not:
    • use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose); or
    • disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 14.
  • A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
    • it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
    • at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
  • A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 14.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
  • A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
  • Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this Agreement.
  • On termination or expiry of this Agreement, each party shall:
    • destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
    • erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
    • certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 17.
  • Subject to the Client's prior approval (such approval not to be unreasonably withheld), Fuuse shall be entitled to:
    • issue a press release, outlining that the Client has engaged Fuuse, immediately following the Integration of the Software with the Charge Point; and
    • refer to the Client's engagement of Fuuse in any credentials, advertising or marketing materials and create case studies in respect of the Services for the purposes of promoting the Services.
  • Except as expressly set out in clause 14.8, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
  • Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
  • The above provisions of this clause 14 shall continue to apply after termination or expiry of this Agreement.
Indemnity
  • The Client shall defend, indemnify and hold harmless Fuuse against claims, actions, proceedings, costs, damages, expenses, losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation) and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with the Client's use of the Services and/or Documentation, provided that:
    • the Client is given prompt notice of any such claim;
    • Fuuse provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
    • the Client is given sole authority to defend or settle the claim.
  • Fuuse shall defend the Client, its officers, directors and employees against any claim that the Client's use of the Services in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
    • Fuuse is given prompt notice of any such claim;
    • the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Fuuse in the defence and settlement of such claim, at Fuuse's expense; and
    • Fuuse is given sole authority to defend or settle the claim.
  • In the defence or settlement of any claim, Fuuse may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
  • In no event shall Fuuse, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
    • a modification of the Services or Documentation by anyone other than Fuuse; or
    • the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by Fuuse; or
    • the Client's use of the Services or Documentation after notice of the alleged or actual infringement from Fuuse or any appropriate authority.
  • The foregoing and clause 3(b) states the Client's sole and exclusive rights and remedies, and Fuuse's (including Fuuse's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
Limitation of liability
  • Except as expressly and specifically provided in this Agreement:
    • the Client assumes sole responsibility for results obtained from the use of the Services, Derived Data and the Documentation by the Client, and for conclusions drawn from such use. Fuuse shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Fuuse by the Client in connection with the Services, or any actions taken by Fuuse at the Client's direction;
    • all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
    • the Services and the Documentation are provided to the Client on an "as is" basis.
  • Nothing in this Agreement excludes the liability of Fuuse:
    • for death or personal injury caused by Fuuse's negligence; or
    • for fraud or fraudulent misrepresentation.
  • Subject to clause 1 and clause 16.2:
    • Fuuse shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
    • Fuuse's total aggregate liability in contract (including in respect of the indemnity at clause 2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Charges paid for the Subscriptions during the 12 months immediately preceding the date on which the claim arose.
  • Nothing in this Agreement excludes the liability of the Client for any breach, infringement or misappropriation of Fuuse’s Intellectual Property Rights.
Term and termination
  • This Agreement shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date and continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 24 months (each a Renewal Period), unless:
    • either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
    • otherwise terminated in accordance with the provisions of this Agreement;

and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.

  • Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
    • the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
    • the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
    • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
    • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
    • the other party’s financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.
  • Client may terminate this Agreement with immediate effect by giving written notice to Fuuse if Fuuse commits a Persistent Service Failure.
  • On termination of this Agreement for any reason:
    • all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation;
    • each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
    • Fuuse may destroy or otherwise dispose of any of the Client Data in its possession unless Fuuse receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Fuuse shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all costs and expenses incurred by Fuuse in returning or disposing of Client Data; and
    • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Suspension
  • Fuuse may suspend access to the Services (or any part) to all or some of the Authorised Users if:
    • Fuuse suspects that there has been any misuse of the Services or breach of our Agreement;
    • the Client fails to pay any sums due to the Supplier by the due date for payment; or
    • required by law, by court or governmental or regulatory order.
  • Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, without prejudice to its rights under this Agreement, Fuuse will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
  • In relation to suspensions under clause 18.1(b), access to the Services will be restored promptly after Fuuse receives payment in full and cleared funds.
  • Fees shall remain payable during any period of suspension notwithstanding that the Client, affiliates (authorised by Fuuse) or some or all of the Authorised Users may not have access to the Services.
Business Ethics and Anti-Bribery
  • The Parties shall, when acting in connection with this Agreement (prior to or after the entering into of this Agreement), always act in compliance with all applicable state, national, and international laws, rules and regulations relating to ethical and responsible standards of behaviour, including but not limited to those dealing with human rights, environmental protection, corruption, fraud, anti-money laundering, applicable sanction regimes, and other economic crimes. The Parties shall:
    • comply with (and not engage in any activity, practice or conduct which breaches) any and all applicable anti-corruption laws and regulations (including the Bribery Act 2010); and
    • have, maintain and comply with reasonable policies and procedures designed to avoid corrupt practices, including adequate procedures under 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.
Force majeure
  • Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 12 weeks, the party not affected may terminate this Agreement by giving 14 days’ written notice to the affected party.
Anti-slavery and human trafficking
In performing its obligations under the agreement, Fuuse shall:
    • comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force (Anti-Slavery Laws) including but not limited to the Modern Slavery Act 2015; and
    • not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in England and Wales;
  •  Fuuse represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.

Conflict

  • If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

Variation

No variation of this Agreement shall be valid or effective unless it is:

  • made in accordance with this Agreement; and
  • made in writing and is duly signed or executed by, or on behalf of, each party or their authorised representatives.

Waiver
  • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies

  • Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance

  • If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the legality, validity and enforceability of the rest of this Agreement.
  • If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 Entire agreement

  • This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
  • Each party acknowledges that in entering into this Agreement 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Assignment
  • Except as expressly permitted by this Agreement, the Client shall not assign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under our Agreement (including the licence rights granted), in whole or in part, without Fuuse’s prior written consent.
  • Except as expressly provided in this Agreement, Fuuse may at any time assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights or obligations under this Agreement.

No partnership or agency

  • Save to the limited extent set out expressly in the Payment Module Terms, nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third party rights

  • This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Counterparts

  • This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. A signed copy of this Agreement transmitted via facsimile, email or other electronic means shall constitute an originally signed Agreement, as applicable and when together with all other required signed copies of this same Agreement, as applicable, shall constitute one and the same instrument.

Notices

  • Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address intimated by that party (or an address substituted in writing by the party to be served).
  • Any notice shall be deemed to have been received:
    • if delivered by hand, at the time the notice is left at the proper address;
    • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    • if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Costs and expenses

  • Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of our Agreement (and any documents referred to in it).

Governing law

  • This Agreement 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 interpreted in accordance with the law of England and Wales.

Jurisdiction

  • 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 this Agreement or its subject matter or formation (including non-contractual disputes or claims).