EV Initiative — Fleet Terms

1. What this agreement is and who it binds

These Fleet Terms govern a Fleet Account on the EV Initiative platform, under which an organisation pays for charging done by drivers it authorises.

They bind:

• the Fleet Account Holder, meaning the organisation that opens the account and the person who accepts these terms on its behalf; and
• a Fleet Driver, meaning a driver the Account Holder authorises, to the extent Section 7 applies to them.

They apply in addition to our Terms of Service, and to our Payout Terms where the Account Holder also receives money from us.

If you accept these terms on behalf of an organisation, you confirm you have authority to bind it.

2. Authority to bind and account administration

The Account Holder designates one or more administrators. An administrator may add and remove drivers, set limits, configure which chargers are available, and see charging activity.

The Account Holder is responsible for what its administrators do, for keeping the administrator list current, and for removing an administrator who leaves the organisation.

3. Payment for charging

The Fleet Account pays. Sessions a Fleet Driver starts in fleet mode are billed to the Fleet Account, not to the driver.

A driver's personal payment method is never the payer of last resort for a fleet-sponsored session. If we cannot bill the Fleet Account for a session, we record the amount as uncollected and pursue it with the Account Holder. We do not charge the driver.

A payment method is required. The Account Holder must keep a valid payment method on file. We may require it before enabling fleet mode, and may suspend fleet charging while no valid method exists.

Non-payment. If a payment fails or an invoice goes unpaid, we may suspend fleet charging, suspend the account, and pursue the amount owed. Amounts owed survive suspension and closure.

4. Subscriptions

Some fleet features are sold on a recurring subscription, which may include a base fee and a per-charger fee. Where you purchase one:

• the term, the recurring price and the billing interval are disclosed before purchase;
• it renews automatically at the then-current price until cancelled;
• you may cancel at any time in the Platform or by emailing support@evinitiative.com, effective at the end of the current term;
• we will notify you in advance of a price increase and you may cancel before it takes effect;
• cancelling stops future renewals and does not refund the current term except where law requires.

5. What the Account Holder controls

The Account Holder determines:

• which drivers are authorised, and may remove a driver at any time;
• which chargers, sites or networks fleet mode may be used at, where the Platform supports that constraint;
• time windows and usage limits, where the Platform supports them;
• whether a driver may use a personal payment method for non-fleet charging, which is governed by the Terms of Service and not by these terms.

Removing a driver stops future fleet-mode sessions for them. It does not reverse a session already run.

6. What the Account Holder can see

The Account Holder and its administrators can see charging activity attributed to the fleet: session times, chargers used, locations, energy delivered, duration, and amounts billed, together with the driver identity the session was attributed to.

The Account Holder must have a lawful basis for accessing that data about its drivers. Where drivers are employees or contractors, that is an employment and privacy matter between the Account Holder and its drivers, governed by the law applicable to that relationship. We provide the data to the account that pays for the charging; we do not determine whether the Account Holder is entitled to use it for a particular purpose.

The Account Holder will:

• use fleet charging data only for legitimate purposes connected to the charging it pays for, including reimbursement, expense management, tax and fleet operations;
• comply with applicable privacy and employment law in doing so, including any notice or consent its jurisdiction requires;
• not use the data to monitor a driver's movements for a purpose unconnected to charging;
• not disclose it except as law permits or requires.

7. Terms that apply to a Fleet Driver

If your charging is sponsored by a Fleet Account:

• sessions you start in fleet mode are billed to the fleet and not to you;
• the Account Holder decides which chargers, times and limits apply to you, and can remove your access at any time;
• the Account Holder can see your charging activity as described in Section 6;
• your arrangement with the Account Holder, including any reimbursement, tax treatment, employment term or vehicle policy, is between you and them and is not ours;
• your own account and any non-fleet charging you do remain governed by the Terms of Service.

8. Home charging sponsored by a fleet

Where the Account Holder sponsors charging at a driver's home charger, all of the following apply at once and it is worth being explicit about them:

• the charger belongs to the driver or their household, not to the fleet;
• the fleet pays for energy delivered in fleet-mode sessions at it;
• the driver remains the Host of that charger for the purposes of the Host Program Terms if they participate in that program, and remains the participant for the Carbon Credit Program Terms if they participate in that one;
• the Account Holder receives fleet-mode charging data for that charger, and nothing more;
• separating household charging from fleet charging depends on the driver starting a session in the correct mode, and we do not adjudicate a dispute about which mode a session should have used.

9. Acceptable use

The Account Holder will not:

• authorise a driver it has no lawful relationship with;
• use fleet mode to obtain charging for a vehicle or person outside the fleet;
• generate sessions other than through genuine charging use in order to obtain a benefit, meet a threshold, or claim an incentive;
• resell charging obtained through the Fleet Account.

We may audit fleet sessions and may charge for, withhold a benefit from, or suspend an account in respect of conduct described in this section.

10. Term, suspension and termination

Term. This agreement begins when the Fleet Account is created and continues until terminated.

By the Account Holder. You may close the account at any time. Amounts owed for sessions already run remain payable. Any subscription is governed by Section 4.

By us. We may suspend or terminate for breach, non-payment, suspected fraud or manipulation, or where required by law. We may otherwise terminate on thirty days' notice.

On termination. Fleet mode stops. Drivers may continue to use the Platform on their own accounts under the Terms of Service. Amounts owed survive.

11. Disclaimers

The Platform is provided "as is." To the maximum extent permitted by applicable law we disclaim all warranties, express, implied and statutory.

We do not warrant that any charger will be available to a Fleet Driver, that a limit or constraint you configure will prevent every out-of-policy session, or that fleet mode will be available without interruption.

12. Limitation of liability

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue or lost business opportunity.

Our total aggregate liability arising out of or relating to these Fleet Terms is limited to the total amounts the Account Holder paid us in the twelve months preceding the event giving rise to the claim.

These limits do not apply to liability that cannot be limited under applicable law, or to the Account Holder's obligations under Section 13.

13. Indemnification

The Account Holder will indemnify and hold harmless EV Initiative and its officers, directors, employees and agents from any claim, loss, liability, damage, cost and expense, including reasonable legal fees, arising out of or relating to:

• its use of fleet charging data, including any claim by a driver concerning privacy, monitoring or employment;
• its arrangement with its drivers, including any reimbursement, tax or employment claim;
• amounts owed for charging done under its account;
• its breach of these Fleet Terms or of applicable law.

14. Disputes and governing law

The dispute resolution and governing law provisions of our Terms of Service apply. Because a Fleet Account Holder is an organisation rather than a consumer, the arbitration provisions apply to it without the consumer carve-outs, except where mandatory law in its jurisdiction provides otherwise.

15. Changes

We may change these Fleet Terms. Where a change is material we will present the new version and ask an administrator to accept it. A change to pricing is governed by Section 4.

16. Contact

EV Initiative, Inc. fleets@evinitiative.com legal@evinitiative.com