EEVEE provides its fleet customers a platform EEVEE Business Web Platform which is a platform to manage the charging costs. The Terms and Conditions under Part 1 hereunder apply to the access and use of the EEVEE Business Web Platform.

EEVEE also provides to users a mobile application EEVEE App (including EEVEE Mobility for Cars) which is a driver app to handle electric charging costs. The Terms and Conditions under Part 2 hereunder apply to the use of the EEVEE App.

Part 1 - Terms & Conditions of the EEVEE Business Web Platform

These terms and conditions (the “Terms and Conditions EEVEE Business Web Platform” hereunder) of the EEVEE Business Web Platform constitute, together with the Commercial Agreement (as defined hereunder) and any possible annexes and/or addenda, the agreement (the “Agreement”) between EEVEE and the Customer, as defined hereunder, and hereunder collectively referred to as the Parties and individually as a Party.

The Customer enters into the Agreement with EEVEE by registering to, receiving or otherwise using EEVEE Business Web Platform and accepting the Terms and Conditions EEVEE Business Web Platform either manually or electronically, both manners having full legal force. In case Parties agree to any additional conditions, those conditions will form an integral part of the Agreement and in the event of any inconsistency between the Terms and Conditions EEVEE Business Web Platform and those additional conditions, the additional conditions will prevail. Whenever Parties agree to replace the Agreement with a separate, customized agreement and the Customer nevertheless needs to accept these Terms and Conditions EEVEE Business Web Platform, for whatever technical reason (such as log in, etc.), the separate agreement will remain in full force instead of these Terms and Conditions EEVEE Business Web Platform.

By accepting these Terms and Conditions EEVEE Business Web Platform, and/or by accessing or using EEVEE Business Web Platform, the Customer shall represent and acknowledge to have read, understood, and agreed to be bound by the Agreement and waives the possible application of any other general or specific conditions. The person entering into the Agreement with EEVEE on behalf of a company or another (legal) entity shall warrant having the authority, either explicitly or implicitly, to bind such entity to the Agreement.

1. Definitions

The following capitalized terms will have the following meanings whenever used in this Agreement.

• Commercial Agreement: the written description of the EEVEE Business Web Platform (including all its products and services), as accepted between Parties, to be provided by EEVEE at therein specified fees, under the conditions of the Agreement;
• Card: the RFID card issued by EEVEE for authenticating the Cardholder and authorizing charging sessions at (public) electric car charging stations;
• Cardholder: a Staff member to whom the Customer has provided a Card;
• Customer: a legal entity indicated in the Commercial Agreement who wants to make use of and get access to the EEVEE Business Web Platform;
• Data Protection Legislation: any legislation in force within the European Union on the protection of personal data, in particular Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR"). The terms "Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", "Sub-Processor" and "processing" shall have the same meanings as in the Data Protection Legislation;
• Documentation: EEVEE's standard documentation related to the use of the EEVEE Business Web Platform, such as the descriptions on EEVEE's website and its publicly accessible support website. Any reference to or materials and information on (fiscal or social) legislation is explicitly excluded from being part of the Documentation;
• EEVEE: EEVEE BV, a duly organized company under the laws of Belgium, having its registered office at Watertorenstraat 2, 3590 Diepenbeek, Belgium, registered in the legal entities register of Antwerp, Hasselt division, under the business registration number 0747.470.815;
• EEVEE App: EEVEE's application for mobile devices where the Fleet Driver can handle its electric charging costs, and, where applicable EEVEE Mobility for Cars;
• EEVEE Business Web Platform: EEVEE's software-as-a-service consisting of a web platform where the Customer can manage the charging costs from each of the Fleet Drivers (including the maintenance and support services under Clause 2);
• EEVEE Mobility for Cars: the application for Android Automotive OS provided by EEVEE;
• Effective Date: the date on which the Agreement takes effect as indicated in the Commercial Agreement. If no Effective Date is indicated, the signing date of the last signature will be considered as Effective Date;
• Fleet Driver: a Customer's Staff member whose car is connected with the EEVEE Business Web Platform;
• Staff: A Party's employee working under the authority and responsibility of such Party and/or independent contractors (including partners and directors) working under the responsibility of that Party.

2. EEVEE business platform

2.1. The Commercial Agreement, which was delivered together with the Terms and Conditions EEVEE Business Web Platform, contains a summary of which services of the EEVEE Business Web Platform will be provided by EEVEE to the Customer, as further described in the Documentation. Pursuant to the terms of the Commercial Agreement, the Customer may access and use the EEVEE Business Web Platform in accordance with the Agreement as from the Effective Date.

2.2. The Customer shall provide EEVEE with any information reasonably required for the performance of the Services.

2.3. EEVEE provides the following maintenance and support services as part of the EEVEE Business Web Platform:

• to the Customer access to and maintenance of the EEVEE Business Web Platform and to the Fleet Driver access to and maintenance of the EEVEE App. EEVEE shall implement from time to time improvements on the EEVEE Business Web Platform including upgrades, updates, and new versions of the EEVEE Business Web Platform and the EEVEE App. Any new versions might include any modifications or deletions of existing features and/or new features or capacities.
• Unless explicitly agreed otherwise, technical support for the EEVEE Business Web Platform: technical issues and requests can be reported from Monday to Friday from 09.00 to 17.00 Central European Time (CET) (excluding public holidays).
• Unless explicitly agreed otherwise, customer support services are available in Dutch, French, German and English from Monday to Friday from 09.00 to 17.00 CET (excluding public holidays).

2.4. If the Customer wants to have access and use of the EEVEE Business Web Platform for one of its affiliates, Parties can mutually agree to use this Agreement. In such case, Customer can simply add affiliates to the EEVEE Business Web Platform (called “Entities” in the EEVEE Business Web Platform). This Agreement will then also apply to the Customer affiliate as if the affiliate was the Customer. The Customer and its affiliate will be jointly and severally liable for the execution of the Agreement and EEVEE will be entitled to claim payments from the Customer in case of any non-payment by the affiliate.

2.5. Despite EEVEE undertaking every effort to ensure the reliability and accuracy of the data used and presented to the Customer, the Customer acknowledges and accepts that EEVEE depends for the quality and accuracy of the EEVEE Business Web Platform and/or the EEVEE App on the data provided by the Customer or by third parties (such as, but not limited to, car manufacturers, etc.). The Customer therefore also acknowledges and accepts that the data in the EEVEE Business Web Platform is provided by EEVEE "as available" and "as is" and that certain third-party conditions could apply to such data, of which EEVEE will inform the Customer from time to time.

3. Acceptable use

3.1. During the term of this Agreement, the Customer shall not while using the EEVEE Business Web Platform:
a) infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity;b) modify, translate or adapt any of the components of the EEVEE Business Web Platform and/or EEVEE App (including any software associated with it) in any way;c) decompile or disassemble, including reverse engineering, any of the components of the EEVEE Business Web Platform and/or EEVEE App (including any software associated with it) in any way;d) transfer, dispose of, grant as a sub-license, lease, lend or distribute any of the components of the EEVEE Business Web Platform and/or EEVEE App (including any software associated with it) or documentation, in any way or in any form to third parties;e) access any computer or communications system without authorization, including the computers used to provide the EEVEE Business Web Platform and/or EEVEE App, not attempt to penetrate or disable any security system, not intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website, not attempt to access or otherwise interfere with the accounts of other users of the EEVEE Business Web Platform and/or EEVEE App (hacking);f) infringe any applicable laws, including Data Protection Legislation and any criminal law;g) sublicense the data set deriving from EEVEE nor pass it on to third parties or allow them access to it and shall use these data set exclusively for the purpose of vehicle fleet management and data analytics;h) use the EEVEE Business Web Platform and/or EEVEE App for service bureau or time-sharing purposes or in any other way allow third parties to exploit the EEVEE Business Web Platform and/or the EEVEE App;i) provide the EEVEE Business Web Platform and/or EEVEE App passwords or other log-in information to any third party;j) share non-public the EEVEE Business Web Platform and/or EEVEE App features or content with any third party;k) access the EEVEE Business Web Platform and/or EEVEE App or use any Confidential Information in order to build itself or to let other third parties build a competitive product or service, build a product using similar ideas, features, functions or graphics of EEVEE Business Web Platform and/or EEVEE App, or to copy any ideas, features, functions or graphics of the EEVEE Business Web Platform;l) create any derivative works based on (any component) of the EEVEE Business Web Platform and/or EEVEE App;m) engage in web scraping or data scraping on or related to the EEVEE Business Web Platform and/or EEVEE App including without limitation collection of information through any software that simulates human activity or any bot or web crawler;n) merge the EEVEE Business Web Platform and/or EEVEE App or any component thereof into any other programs or create derivative works based on (any component of the) EEVEE Business Web Platform and/or EEVEE App;o) remove, obscure or alter proprietary rights notices (including trademarks and copyrights notices) which may be affixed to or contained within the EEVEE Business Web Platform and/or EEVEE App.

In the event that EEVEE suspects any breach of the requirements of this Clause, including by Fleet Drivers, EEVEE may immediately suspend the Customer’s access to the EEVEE Business Web Platform and/or to the EEVEE App, without advanced notice, in addition to such other remedies as EEVEE may have. EEVEE is free to take any such action it sees fit but is not required to do so.

3.2 EEVEE reserves the sole right to correct any errors in the EEVEE Business Web Platform, the EEVEE App or Documentation.

3.3. The Customer shall take all reasonable steps to prevent unauthorized access to the EEVEE Business Web Platform and/or to the EEVEE App, including without limitation by protecting its passwords and other log-in information. The Customer shall notify EEVEE immediately of any known or suspected unauthorized use of the EEVEE Business Web Platform and/or EEVEE App or breach of its security and shall use best efforts to stop said breach.

3.4. The Customer is obliged to
a) deactivate affected cars (for any reason whatsoever, including without limitation for reasons of car sale, loss, theft or destruction) on the EEVEE Business Web Platform (or of the car manufacturer platform, if applicable) without undue delay in the event a car is no longer part of a VIN list provided by EEVEE;b) to report a damage to a car that could have an effect on the proper performance of the EEVEE Business Web Platform so that EEVEE can duly notify the car manufacturer without undue delay.

4. Compliance

4.1. Each Party is responsible for its own compliance with all regulations and legislation applicable to such Party, including tax, parafiscal, and social security legislation of the country in which the Customer operates. The Customer is the sole responsible for compliance with respect to the legislation and regulations of the relationship between the Customer and the Fleet Drivers. The Customer acknowledges that it might be necessary to include the use of the EEVEE Business Web Platform or the EEVEE App in a legally binding document with the Customer's Fleet Drivers such as an employment contract, work rules, car policies or contract for services. The Customer acknowledges that in certain countries specific legislation and regulation are in place that have an impact on the documents to be delivered by the Customer to their Fleet Drivers. EEVEE can never be held responsible for the legislation or regulation that is applicable to the Customer.

4.2. The materials and information of the fiscal legislation on the website of EEVEE or given by a Staff Member of EEVEE to the Customer (and which are, following its definition, not part of the Documentation) are intended for informational purposes only. EEVEE is not responsible for the legal or fiscal accuracy of such information and cannot be held liable or responsible for any errors or omissions in the content of this website or of any other communication. Some of the information may be outdated and may not reflect the most current legal or fiscal developments. As some of the information can only be effective in Belgium, EEVEE cannot guarantee the same legal or fiscal treatment in other countries. EEVEE may periodically add, change, improve, or update such information and documents on this website without notice.

5. Fees

5.1. Fees
The agreed fees are included in the Commercial Agreement. All these amounts are stated in euros, excluding VAT. All payment obligations are non-cancellable and amounts paid are non-refundable.

5.2. Invoicing
Unless otherwise stated in the Commercial Agreement, the following invoicing conditions apply:

• subscription fees are payable annually upfront and charging costs (whether home or public) are invoiced monthly in arrears.
• all invoices are payable within fourteen (14) calendar days from the invoice date.
• all local bank costs incurred by the Customer in relation to any payments to EEVEE, or from EEVEE to its Fleet Drivers (i.e. the reimbursement of the home charging costs under Clause 5.8.), or any other bank operation cost, shall be borne by the Customer.
• in the event of non-payment by the due date:
  1) any amount due to EEVEE shall bear an interest of 10% per year from the first business day of delay with a minimum amount of 50 euros per invoice;2) EEVEE has the right to suspend the access and/or use of the EEVEE Business Web Platform and/or EEVEE App.
• without prejudice to the preceding and without any prejudice to the payment obligation of the Customer, any contestation of an invoice must be communicated within a period of fifteen (15) calendar days as of the invoice date by a motivated registered letter. After this period, the Customer shall be deemed to have definitively accepted the invoiced amount. Any undisputed amounts remain payable.
• the Customer shall ensure that billing details, including VAT information and PO numbers where required, remain accurate at all times. PO references will be displayed on invoices, but do not condition payment. The Customer will inform EEVEE at the latest on the moment of signing this Agreement about the correct PO number and GLN numbers.

5.3. Expenses
Special costs (e.g. travel costs abroad and accommodation costs there) will be discussed in mutual consultation and must be approved in writing by the Customer in advance in order to be able to claim reimbursement of these costs.

5.4. Electronic invoicing
The Parties acknowledge that structured electronic invoicing is mandatory for Belgian VAT customers as from 1 January 2026.

Invoicing will only take place via the Peppol network, in accordance with European standard EN 16931. EEVEE will send all invoices to the Customer electronically via a recognised Peppol Access Point.

Both Parties will take the necessary technical and administrative measures to enable the receipt and processing of electronic invoices via the Peppol network, per the agreed payment terms.

Parties agree that any electronic invoices and overviews will have conclusive evidence in this regard.

5.5. Indexation
EEVEE reserves the right to adjust the prices for the EEVEE Business Web Platform (including all its services) on the anniversary of the Effective Date, in accordance with the following price adjustment formula: P1 = P0 x (0.2 + 0.8 x (S1/S0)) where

• P1 = the new price (applicable as from the anniversary of the Effective Date);
• P0 = the price applicable since the last indexation;
• S0 = the base salary in the technology industry (the national average published by AGORIA as AGORIA DIGITAL INDEX) of the month prior to (1) the month of the Agreement's conclusion, in case of the first indexation, or (2) the last price increase or (3) the last indexation, depending on which of these events takes place last;
• S1 = the base salary in the technology industry (the national average published by AGORIA as AGORIA DIGITAL INDEX) of the month prior to the indexation applied on the Agreement's anniversary date.

A price adjustment based on the price adjustment formula shall not give the Customer any right to terminate the Agreement without a notice period.

5.6. Economic conditions
Without prejudice to Clause 5.5., EEVEE reserves also the right to adjust the fees annually following changes in other economic conditions, such as, but not limited to, inflation, improvements on the EEVEE Business Web Platform (such as additional features) or other cost increases. In such case, EEVEE will inform the Customer of its intention to adjust the fees sixty (60) calendar days in advance. EEVEE will motivate its intention by objective reasons to adjust. Parties will discuss these new fees in good faith. If no mutual agreement can be reached within the 60-days period, the Customer will have the right to terminate the Agreement with immediate effect, without any compensation. If the Customer does not terminate the Agreement in such case, the new fees will have effect as of the anniversary of the Effective Date.

5.7. Set off
EEVEE will have the right to automatically set off all currently existing and future debts towards the Customer, by operation of law, against any sum that would otherwise be payable to EEVEE. This means that in the long-term relationship between EEVEE and the Customer the largest amount receivable will always remain on balance after the above-mentioned automatic set-off. This set-off will in all events be enforceable against any trustee in bankruptcy and other joint creditors, who will therefore not be able to object to the set-off performed by EEVEE and the Customer.

5.8. Home charging costs
In the event that the reimbursement of the Fleet Driver’s home charging costs is included as service of the EEVEE Business Web Platform, EEVEE is entitled to suspend this reimbursement until full payment by Customer of the invoice that relates to these home charging costs.

5.9. Cost control
The Customer acknowledges that it can use the EEVEE Business Web Platform in such way that the Fleet Drivers must pay for specific charging costs (private or “out of policy” costs) in which case EEVEE is entitled to invoice the Fleet Driver directly for such costs (so called “cost control”). However, regardless of EEVEE’s direct invoicing, the Customer remains the sole responsible for the cost control.

The Customer acknowledges and agrees that EEVEE is allowed to invoice the Fleet Driver directly and that the Customer is the sole responsible for the necessary authorization in the relationship between the Customer and the Fleet Driver in this regard. The Customer must at all times be able to prove the authorization and EEVEE may request such proof at any time.

In case of multiple non-payments by the Fleet Drivers, EEVEE has the right to invoice the Customer for such costs and/or suspend the access and/or use of the EEVEE Business Web Platform and/or EEVEE App for the Customer.

6. Cards

6.1. Together with the rights to access and use of the EEVEE Business Web Platform, the Customer may also choose that EEVEE provides Cards, as further detailed in the Commercial Agreement.

6.2. The Customer must ensure that the Cardholders will request any Card to be issued only in their name. The Customer is obligated to communicate and enforce this Clause 6 to the Cardholders. The Customer guarantees that such Cardholders will at all times adhere to this Clause 6.

6.3. The Customer can apply for Cards by contacting EEVEE via e-mail or telephone. Requested Cards will be sent to the address specified by the Customer within a timeframe indicated by EEVEE. The Customer will further provide the Cards to the corresponding Cardholders. The risk of loss of or damage to the Cards transfers to the Customer at the time of the delivery, i.e. the moment of putting the Cards at the disposal of the Customer.

6.4. The Customer is liable to pay the applicable fee for each issued Card, which is further determined in the Commercial Agreement. In the event that, for any reason, a Card needs to be replaced, the same costs may be charged by EEVEE.

6.5. A Card delivered to the Customer remains property of EEVEE and EEVEE shall not grant or transfer (as applicable) any rights to the Customer until all fees for the delivered Cards or to be delivered Cards have been paid by the Customer.

6.6. A Card is for personal use only by a Cardholder, within the limits agreed between the parties. A Cardholder is deemed to be authorized by the Customer to use the Card.

6.7. The Customer is responsible for ensuring that no Card remains in the possession of a person who is no longer authorized to use the Card.

6.8. The Card may only be used:a) if it is a current Card which has not expired, been cancelled or blocked either by EEVEE or the Customer itself;b) if the Card has not been reported stolen or lost by the Customer.

6.9. The Card may not be used in the following cases:a) if the car of the Cardholder to which the Card was issued has been sold, stolen, destroyed, or taken out of use;b) if the Agreement for using the Card has been terminated;c) if the Card has been blocked;d) if a substitute Card has been issued.

6.10. The Customer shall take full responsibility for all transactions carried out using Cards issued and for all information provided to EEVEE in this regard.

6.11. Card use is available in Europe.

6.12. The Customer is responsible to manage its own budgets and will be therefore responsible in case he wants to set purchase or credit limits on the use of the Cards. In such case, the Customer needs to inform EEVEE and the Customer is responsible to make the corresponding agreements with the Cardholder.

6.13. Upon termination of the Agreement, the Customer shall return all Card to EEVEE by registered mail within 14 days from the termination.

6.14. In case of loss, theft, a serious risk of misuse, or misuse of a Card, the Customer must immediately contact EEVEE in order to block the Card. If the Customer wants a new card for the same Cardholder, he can apply for a new card in accordance with Clause 6.3. using the same e-mail address.

6.15. If the Customer fails to inform EEVEE to block the Card, either deliberately or through gross negligence, EEVEE shall not be liable for any damage suffered by the Customer before reporting the Card lost or stolen. The Customer shall provide EEVEE with all available information regarding the circumstances of the loss or fraud and take all appropriate action to help EEVEE search for the lost or fraudulent Cards.

6.16. The Customer has the right to block a Card at any time for any reason. The Customer can block any Cards themselves by contacting EEVEE.

6.17. To block a Card, the Customer will need to provide the requested information to determine which card needs to be blocked. This requested information may include personal identification details and/or the Card number.

6.18. Without prejudice to EEVEE's other rights, EEVEE shall be entitled, at any time and without judicial intervention, notice of default, or payment of any compensation, to wholly or partially suspend the provision of a Card if the Customer or the Cardholder(s) fail to comply with one or more obligations of this Clause 6 or in the event of other circumstances that would justify the immediate suspension of the Agreement. EEVEE will make its best efforts to inform the Customer and the Cardholder(s) of a suspension as soon as possible in light of the relevant circumstances. Given the potential urgency of a suspension, it is not excluded that this information may only occur after the suspension has taken place.

6.19. Examples of reasons why EEVEE might block a card(s):a) the Customer fails to pay invoices by the due date of the payment term;b) invoices of the Customer are paid by a third party without a specific written agreement between the Parties and this third party;c) fraudulent use of a Card or any issue compromising the security of the Card;d) the Card has not been used during a consecutive period of six (6) months;e) the Card is found to be defective;f) transferring the Card to a third party without any consent of EEVEE;g) using the Card in contravention of the provisions of this Agreement.

This list is not exhaustive and is provided for illustrative purposes only.

7. Duration & termination

7.1. Agreement of limited duration
The Agreement shall enter into force on the Effective Date and shall be concluded for a duration of one (1) year. The Agreement will be yearly automatically renewed unless a Party terminates the Agreement with a notice period of at least one (1) month before the end of the then-current term. In case of such termination, the Agreement will last until the day before the anniversary of the Effective Date.

7.2. Immediate termination without notice and compensation
Each Party is entitled to terminate the Agreement at any time immediately by registered letter, without judicial intervention and without any compensation being due, in each of the following cases:

• in the event of proven fraud, willful misconduct or gross negligence on the part of the other Party in the performance of the Agreement;
• material breach in the performance of the Agreement by the other Party and such breach not being remedied within thirty (30) days after written notice of default;
• if the other Party has become insolvent, has filed for judicial reorganisation or bankruptcy, is declared bankrupt or is dissolved/liquidated, either voluntarily or by court order, if this decision is no longer subject to appeal or (third-party) objection.

7.3. If the Customer intends to terminate the Agreement, the Customers engages in good faith to have a meeting with the business representative from EEVEE in order to find an amicable solution as alternative for the termination.

7.4. When the termination comes into effect, each car will be automatically disconnected from the EEVEE Business Web Platform.

8. Confidentiality

8.1. The Parties recognize that the information provided in the performance of the Agreement, including the Commercial Agreement as provided by EEVEE and any information concerning a Party's customers, employees, business procedures, methods, prices services and products, will be confidential ("Confidential Information").

8.2. Neither Party will disclose to third parties (other than as described below) the other's Party Confidential Information without the prior written consent of the other Party. The receiving Party shall not use any Confidential Information of the other Party for any purpose other than the performance or exercise of its rights under the Agreement. The receiving Party agrees that it shall protect the Confidential Information of the other Party using not less than the same standard of care the receiving Party applies to its own proprietary, secret or Confidential Information (and in conformity with industry standards) and that the Confidential Information shall be stored and handled in such a way as to prevent unauthorized disclosure.

8.3. The receiving Party has the right to disclose or give access to the Confidential Information or any part thereof to its Staff, consultants and in case of EEVEE, its subcontractors, to the extent such Staff, consultants and/or subcontractors have a need to know within the framework of this Agreement and provided that (i) the receiving Party obtained the necessary confidentiality and nondisclosure undertakings no less restrictive than those contained in this Agreement prior to such disclosure or such giving access and (ii) such consultants are no (in)direct competitors of EEVEE.

8.4. The term "Confidential Information" hereunder shall not include information which:a. is or becomes part of the public domain without violation of the Agreement;b. is known at the receiving Party prior to such disclosure by the disclosing Party (as the receiving Party can demonstrate by written record or other reasonable evidence);c. is lawfully obtained by the receiving Party from a third party, whereby such third party is at its turn not bound by any confidentiality agreement with the disclosing party;d. is developed by the receiving Party completely independently of any such disclosure by the disclosing Party.

8.5. Nothing herein shall be construed as granting to the receiving Party any proprietary rights or any license in respect of the disclosing Party's Confidential Information, which is not otherwise granted to the receiving Party as part of the Agreement.

8.6. Parties agree that EEVEE may during and after the term of this Agreement extract data for aggregation on anonymized basis with data from sources other than the Customer and that such aggregated and anonymized data may be used to gain insights, review and improve the EEVEE Business Web Platform and EEVEE App and develop new products and services.

8.7. The confidentiality undertakings of the receiving Party pursuant to this Clause shall remain in full force and effect for the duration of the Agreement and three (3) years thereafter.

8.8. All Confidential Information will be returned or destroyed at the Customer’s choice upon request of the Customer or upon termination, except in case of any legal obligations which prohibits EEVEE to do so or except where EEVEE can demonstrate that it is technically not reasonable to either return or destroy the Confidential Information.

9. Intellectual property rights

9.1. EEVEE and its licensors retain all intellectual property and other rights in the EEVEE Business Web Platform, Cards, EEVEE App, the related deliverables and technology. The Customer retains all intellectual property and other rights in its data and materials provided to EEVEE. Nothing in this Agreement shall be construed or have the effect of a transfer of or granting a license or right (implicit or otherwise) to any intellectual property right of the other Party (including trade secrets and know-how). The Customer recognizes that the EEVEE Business Web Platform and EEVEE App and its components are protected by copyright and other laws. EEVEE grants the Customer a right to access and make use of the EEVEE Business Web Platform.

9.2. If the Customer gives EEVEE feedback regarding the improvement or operation of the EEVEE Business Web Platform and EEVEE App, EEVEE may use the feedback without any restriction or obligation. All feedback is provided “AS IS” and EEVEE will not publicly identify the Customer as the source of feedback without the Customer’s permission. Feedback will not be considered Customer’s trade secret.

9.3. Nothing contained in the EEVEE Business Web Platform and EEVEE App shall be construed as granting any license or right to make commercial use of any trademark, intellectual property right or copyrighted material of EEVEE and where applicable its licensors without their prior written permission.

10. Protection of personal data

10.1. Each Party shall comply with Data Protection Legislation. Within the context of the EEVEE Business Web Platform and the provision of the Cards, the Customer acts as Controller and EEVEE acts as Processor for the duration of the Agreement. The following clauses under this Clause 10 serve as the data processing agreement between Parties, which can be further detailed in the Commercial Agreement and the Documentation. The data processing agreement sets out the rights and obligations of the Controller and Processor.

10.2. With respect to the processing of Personal Data, EEVEE acts exclusively on the instructions of the Customer. The Customer hereby instructs EEVEE to process the relevant Personal Data of Fleet Drivers which are needed for EEVEE to provide the EEVEE Business Web Platform to the Customer under this Agreement. More specifically, EEVEE will process Fleet Driver’s Personal Data under this Agreement, including but not limited:

• Personal identification data: name, surname, email, home address, license plate, VIN number, IBAN number.
• Electric vehicle data to the extent it is Personal Data: vehicle brand, vehicle model, charge session (location, duration, kWh), timestamps.
• Other data: charge pass ID number (if applicable).

EEVEE will process the Personal Data based on this DPA for the duration of the Agreement.
The Customer acknowledges that it (through the user of the EEVEE Business Web Platform, i.e. its fleet manager or similar) will have a different, more limited view on the Fleet Driver’s Personal Data than the Fleet Driver’s has in the EEVEE App, taking into account the data protection rights of the Fleet Driver.

10.3. EEVEE shall only process the Personal Data in accordance with the Customer's written instructions including with regard to transfer to a third country or an international organization, unless required by EU or Member State law to which EEVEE is subject, in which case EEVEE shall inform the Customer of that legal requirement before processing that Personal Data, unless that law prohibits such information being provided on important grounds of public interest.

10.4. EEVEE shall ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under appropriate statutory obligations of confidentiality that apply with respect to (the processing of) such Personal Data.

10.5. EEVEE shall implement and maintain all technical and organisational measures required under the GDPR, including Article 32, taking into account the nature of the Processing, the risks for the rights and freedoms of data subjects and the state of the art. These measures shall ensure a level of security appropriate to the risk. Upon first request, EEVEE will provide a detailed description of the technical and organisational measures applied by EEVEE.

10.6. EEVEE is entitled to engage another processor (“Sub-Processor”) based on a general written authorization hereby given by the Customer, provided that such Sub-Processors are located within the European Economic Area (EEA) or in countries that have been granted an adequacy decision by the European Commission, or, where no adequacy decision exists, only if appropriate safeguards are implemented to ensure an adequate level of protection for the Personal Data. Upon Customer’s request, EEVEE can provide a list of the Sub-Processors involved. EEVEE shall inform the Customer of any intended changes concerning the addition or replacement of Sub-Processors in accordance with this Clause 10.6. In case EEVEE engages a Sub-Processor, it shall:

• include terms in the contract between EEVEE and the Sub-Processor which are substantially the same as those set out in this Clause 10; and
• remain fully liable to the Customer for the performance of that Sub-Processor’s obligations.

10.7. EEVEE shall, taking into account the nature of the processing, assist the Customer by providing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the Data Subject's rights under Data Protection Legislation.

10.8. EEVEE shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach, and otherwise assist the Customer, taking into account the nature of processing and the information available to EEVEE, in meeting its obligations regarding the notification, investigation, mitigation and remediation of a Personal Data Breach under the Data Protection Legislation.

10.9. EEVEE shall provide reasonable assistance to the Customer related to a Data Protection Impact Assessment and prior consultations with the competent data privacy authorities, which the Customer reasonably considers to be required of the Customer by the Data Protection Legislation, and taking into account the nature of the processing and information available.

10.10. EEVEE shall at the written request of the Customer, delete or return all Personal Data to the Customer after the end of the provision of Services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the Personal Data (meaning, to the extent technically reasonable, the return or deletion from all computers and other electronic or storage devices).

10.11. Upon request, EEVEE shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this Clause 10 and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. This audit may take place once every calendar year. The Customer will inform EEVEE thirty (30) calendar days in advance of his intention to audit. The Customer will provide the relevant parts of the audit report to EEVEE under a confidentiality duty. These audit rights are the only audit rights the Customer will have under this Agreement.

10.12. EEVEE shall immediately inform the Customer if, in its opinion, an instruction infringes the Data Protection Legislation.

10.13. Where EEVEE does not process Personal Data on behalf of the Customer, it acts as a Controller (e.g. where EEVEE collects Personal Data from an EEVEE App user which is not a Fleet Driver or in the performance of the agreement between Parties). In such case, EEVEE processes the Personal Data in accordance with the provisions of its Privacy Policy (https://legal.eeveemobility.com/privacy-policy). The Customer understands and acknowledges that, following the Data Protection Legislation, the Fleet Driver is entitled to exercise certain rights, such as the right to erasure. Should a Fleet Driver file a request to exercise such a right, EEVEE shall be obligated to comply with such request, and this will in no way give rise to a right for the Customer to claim damages. It is the Customer's responsibility to make the necessary arrangements between itself and the Fleet Driver with regard to the (mandatory) use of the EEVEE App by the Fleet Driver.

10.14. The connection of the Fleet Driver’s car can be done by the Fleet Driver (via the mobile or web onboarding) or by the fleet manager (via the EEVEE Business Web Platform, using the VIN number). In the latter case, the Fleet Driver will not give its consent to EEVEE but the Customer acknowledges and agrees that the Customer is the sole responsible for the necessary authorizations in the relationship between the Customer and the Fleet Driver. The Customer must at all times be able to prove the ownership, possession, management, control or any other legal authorization that the VIN number may be used in this way and may be used to permit EEVEE to collect the Personal Data of the Fleet Driver. EEVEE may request such proof at any time.

11. Liability and indemnification

11.1. Except in the event of willful misconduct or fraud, EEVEE is only liable for direct damage caused by a breach of the provisions of this Agreement related to the EEVEE Business Web Platform, but only up to an amount of the total fee excluding the Fleet Driver charging costs which the Customer has paid to EEVEE during the last twelve (12) months before the event causing the damage (or if no twelve (12) months has passed, the amount extended to twelve (12) months based upon a pro rata calculation of the amounts already paid). Within the context of the Cards, EEVEE is only liable for direct damage limited to € 1000 per annum per event giving rise to the claim, with a series of related events being treated as one single event, except in the event of willful misconduct or fraud.

11.2. Are expressly excluded from liability:

• cases of force majeure (any unforeseen and unforeseeable event beyond the control of the Parties) or hardship, such as the following non-exhaustive list: riot, total or partial strikes within or outside the company, lock-out, severe weather, epidemics, earthquake, fire, storm, flood, power failure, water damage, restrictions imposed by the government or by law. Are also considered, as expressly agreed, as cases of force majeure: the destruction of equipment, computer attacks or piracy, the blocking, in whole or in part, of bandwidth, of energy supplies, the abolition or prohibition, temporarily or permanently, and for whatever reason, of access to the Internet, electronic communications networks, the means of telecommunication and functionality offered by third parties that are necessary for the execution of the Agreement, the cause of which is beyond the control of the Parties and the requirements or provisions of a legislative or regulatory nature, which have an impact on the object or implementation of this Agreement, including the extent of the Parties' mutual rights and obligations;
• (except in case of EEVEE’s fraud or willful misconduct) any indirect and/or consequential damage, such as, but not limited to, any damage to the battery of the Fleet Driver’s (PH)EVs, loss of profit, loss of income, loss of anticipated savings, loss of opportunity, loss of customers, claims of customers or other third parties, damage as a result of loss and/or corruption of data which is not in EEVEE’s possession, loss of goodwill and reputational damage.

11.3. The Customer acknowledges and accepts that:a) EEVEE is not an energy supplier nor a supplier of batteries of EVS or charging stations;b) the reimbursement of the home charging costs is not a regulated financial services but is a modality of the services of the EEVEE Business Web Platform;c) the calculation of the home charging costs is subject to technical failure or malfunction, bugs and human error, and thus “as available” and “as is”. EEVEE cannot make any representation or warranty, expressed or implied in this regard. The sole and exclusive remedy the Customer has in this regard, is the simple recount of the amounts involved.

Therefore, EEVEE cannot be held liable for the points a) to c) under this Clause 11.3.

11.4. The Customer is fully liable for any damage within the context of the Cards that it suffers as a result of (i) incorrect or incomplete details provided by the Customer and (ii) mechanical damage to the Card, e.g. due to inappropriate keeping or excessive wear of the Card.

11.5. Any claim for damages under 11.1. must be made by Customer within a period of six (6) months after the damage was discovered.

11.6. The Parties waive any extra-contractual liability claim of one Party against the other Party, as well as against any personnel of such Party, for damages caused by the breach of a contractual obligation.

12. Final provisions

12.1. The Agreement comprise the entire agreement (including its possible annexes and/or addenda) with respect to its subject matter, and supersedes and extinguishes all prior communications, understandings and agreements, written or oral, express or implied, between the Parties.

12.2. In case of conflicting provisions, the following hierarchy applies (in order of importance):

• Potential annexes and/or addenda;
• Commercial Agreement;
• The Terms and Conditions EEVEE Business Web Platform.

12.3. All notices required or permitted pursuant to this Agreement must be given in writing and by e-mail to the addresses specified in the Commercial Agreement. Only if the provisions of this Agreement require a notification to be sent by registered mail, it must be sent to the addresses stated in the Commercial Agreement.

12.4. Unless explicitly agreed otherwise, no Party may transfer or assign its rights under the Agreement without the other’s prior written consent, except for EEVEE who can transfer or assign its rights to an affiliate.

12.5. The Parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either Party by reason of authorship.

12.6. The provisions of the Agreement which are intended to remain in effect on or after termination or expiry, such as but not limited to Definitions (Clause 1), Confidentiality (Clause 8), Intellectual Property (Clause 9), Liability (Clause 11) and Final Provisions (Clause 12), shall survive termination, expiry, full execution or nullity of the Agreement.

12.7. These Terms and Conditions EEVEE Business Web Platform will only be modified upon mutual agreement in writing between the Parties (except for material errors). Notwithstanding the foregoing, EEVEE reserves the right to revise or update these Terms and Conditions EEVEE Business Web Platform from time to time for objective reasons such as improvements on the EEVEE Business Web Platform, technical requirements or as well as to comply with changes in laws and regulations (“Changes”). EEVEE will inform the Customer about the Changes in writing fourteen (14) calendar days before the Changes are intended to apply. If the Customer does not agree to the Changes, the Customer will have the right to terminate the Agreement with immediate effect, without any compensation from its side. If the Customer does not terminate the Agreement in such case, the Changes will come into effect after the fourteen (14) days period.

12.8. If any provision is held by a court or other competent body to be invalid or unenforceable, in whole or in part, this Agreement shall continue to apply to the other provisions hereof and the remainder of the provisions referred to. The Parties agree that in such case the invalid or unenforceable provision shall be deemed to be replaced by a valid provision that corresponds to the original intention of the party.

12.9. Any failure by a Party to require performance of the provisions of the Agreement shall not constitute a waiver or relinquishment of the application of this or any other provision.

12.10. Without prejudice to Clause 8, EEVEE is entitled to refer to the cooperation with the Customer as a reference in promotional material.

12.11. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. The Parties agree that this Agreement, and any documents to be signed in connection herewith, may be electronically signed and the use by a Party of an electronic signature shall, for the purposes of validity, enforceability and admissibility, be conclusive evidence of that Party’s intention to be legally bound as if such signature had been written by hand. The Parties agree to make use of the provision of article XII.10 of the Belgian Code of Economic Law, and thus agree that all information required regarding such electronic conclusion is included.

12.12. This Agreement is exclusively governed by and must be interpreted in accordance with Belgian law.

12.13. Any dispute between the Parties relating to this Agreement shall fall under the exclusive jurisdiction of the courts of Antwerp, department of Hasselt.

Part 2 - Terms & Conditions of the EEVEE App

These terms and conditions (the “Terms and Conditions EEVEE App” hereunder) of the EEVEE App constitute the agreement (the “Agreement”) between EEVEE and the User, as defined hereunder, and hereunder collectively referred to as the Parties and individually as a Party.

The User enters into the Agreement with EEVEE by registering to, receiving or otherwise using the EEVEE App and accepting the Terms and Conditions EEVEE App either manually or electronically, both manners having full legal force. By accepting these Terms and Conditions EEVEE App, and/or by accessing or using EEVEE App, the User shall represent and acknowledge to have read, understood, and agreed to be bound by the Agreement.

1. Definitions

The following capitalized terms will have the following meanings whenever used in this Agreement.

• Data Protection Legislation: any legislation in force within the European Union on the protection of personal data, in particular Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”). The terms "Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", “Sub-Processor” and "processing" shall have the same meanings as in the Data Protection Legislation;
• EEVEE: EEVEE BV, a duly organized company under the laws of Belgium, having its registered office at Watertorenstraat 2, 3590 Diepenbeek, Belgium, registered in the legal entities register of Antwerp, Hasselt division, under the business registration number 0747.470.815;
• EEVEE App: EEVEE’s application for mobile devices where a User can handle its electric charging costs, and, where applicable EEVEE Mobility for Cars;
• EEVEE Mobility for Cars: the application for Android Automotive OS provided by EEVEE;
• User: any individual who is end user of the EEVEE App.

2. EEVEE app

2.1. The User is free to use or not use the EEVEE App. The User acknowledges and agrees to use the EEVEE App at its own risk, with due care and diligence and subject to compliance with all applicable regulations and the obligations under this Agreement.

2.2. EEVEE may revise the features and functions of the EEVEE App and correct any errors in the EEVEE App at any time. EEVEE will inform the User hereof in advance. User’s continued use of the EEVEE App following the effective date of a revision will confirm its consent thereto.

2.3. EEVEE is entitled to make amendments to the Agreement as well as to the Privacy Policy and the policies and terms and conditions related to EEVEE’s website. Regarding the amendments of the Agreement, EEVEE will inform the User hereof in advance. User’s continued use of the EEVEE App following the effective date of an amendment will confirm its consent thereto.

2.4. EEVEE reserves the right to introduce charge for the use of the EEVEE App. These fees may change from time to time. The User agrees to pay EEVEE the fee set forth on EEVEE’s website. Provider will not be required to refund fees under any circumstances.

2.5. In order to access and use the EEVEE App, the User may be required to have certain compatible hardware and software (which may be subject to a fee due to a third party), which is its sole responsibility. Periodic updates may also be required. The User’s use of the EEVEE App may be affected by the functioning of all these elements which are not under the control of EEVEE.

2.6. The User warrants that it will provide accurate and complete information when registering for or using the EEVEE App and that it will update its registration data to keep them accurate and complete.

2.7. The User is exclusively responsible for maintaining the security and confidentiality of its EEVEE account, including its login information. The User is responsible for all activities conducted through its EEVEE account by itself or anyone else. To the extent permitted by applicable law, EEVEE will not be liable for any loss or damages of any kind that may arise as a result of a third party using EEVEE account or login information, either with or without the User’s consent, unless the use is a consequence of a material failure by EEVEE to perform on its contractual obligations. Within the same limitations, the User may be held liable for any losses incurred by EEVEE or another party due to someone else using the above.

2.8. The information the User transmits to EEVEE's servers (e.g. by e-mail, via the EEVEE App) will not be unlawful or otherwise inappropriate for disclosure. The User will scan and remove viruses or other contaminating or destructive elements before transmitting information to EEVEE's servers.

2.9. The User may not use the EEVEE App to reproduce, duplicate, copy, sell, resell, distribute, publish, or exploit for any commercial purpose the software (including, without limitation, the EEVEE App), provided by EEVEE or obtained through the EEVEE App without obtaining EEVEE’s express, prior written consent. This restriction includes any attempt to incorporate any information from the EEVEE App into any other directory, product or service.

3. Intellectual property

3.1. During the Term, EEVEE grants the User a non-exclusive, non-transferable and non-sublicensable license to reproduce and use one copy of the EEVEE App on its mobile device within the restrictions under Clause 4. The license in the preceding sentence does not include use by any third party, and the User shall not permit any such use. This license shall include any future updates made available to the User from time to time, provided that the User understands and accepts that such updates may be subject to other pricing arrangements and additional terms and conditions in respect of which it will be notified at the time such update is made available.

3.2. EEVEE and its licensors retain all intellectual property and other rights in the EEVEE App, the related deliverables and technology. Nothing in this Agreement shall be construed or have the effect of a transfer of right (implicit or otherwise) to any intellectual property right of the other Party (including trade secrets and know-how). The User recognizes that the EEVEE App and its components are protected by copyright and other laws.

3.3. If the User gives EEVEE feedback regarding the improvement or operation of the EEVEE App, EEVEE may use the feedback without any restriction or obligation. All feedback is provided “AS IS” and EEVEE will not publicly identify the User as the source of feedback without the User’s permission. Feedback will not be considered User’s trade secret.

3.4. Nothing contained in the EEVEE App shall be construed as granting any license or right to make commercial use of any trademark, intellectual property right or copyrighted material of EEVEE and where applicable its licensors without their prior written permission.

3.5. Should the EEVEE App contain elements of intellectual property belonging to third parties, EEVEE shall arrange for such third party to grant the User the necessary use rights.

3.6. The User will immediately inform EEVEE of any claim from any third party based on an alleged breach by EEVEE of the intellectual property rights of third parties as well as to provide all information and support related thereto. The User hereby grants EEVEE the right to conduct any legal proceedings and negotiations in connection with such a claim. In the event of such a claim, EEVEE may, at its sole discretion: (i) adapt the allegedly infringing component of the EEVEE App related thereto in order to remedy the alleged breach, (ii) obtain the right on the User’s behalf to continue using the relevant component, or, (iii) should EEVEE be of the opinion that neither of those options can reasonably be achieved, terminate the Agreement. The foregoing sets out the User’s sole and exclusive cure and remedy it will have in the event of any third party claim specifically excluding any claim for compensation or refund.

4. Acceptable use

4.1. During the term of this Agreement, the User shall not while using the EEVEE App:
a) infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person or entity;b) modify, translate or adapt any of the components of the EEVEE App (including any software associated with it) in any way;c) decompile or disassemble, including reverse engineering, any of the components of the EEVEE App (including any software associated with it) in any way;d) transfer, dispose of, grant as a sub-license, lease, lend or distribute any of the components of the EEVEE App (including any software associated with it) or documentation, in any way or in any form to third parties;e) access any computer or communications system without authorization, including the computers used to provide the EEVEE App, not attempt to penetrate or disable any security system, not intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website, not attempt to access or otherwise interfere with the accounts of other users of the EEVEE App (hacking);f) infringe any applicable laws, including Data Protection Legislation and any criminal law;g) sublicense the data set deriving from EEVEE nor pass it on to third parties or allow them access to it and shall use these data set exclusively for the purpose of vehicle fleet management and data analytics;h) use the EEVEE App for service bureau or time-sharing purposes or in any other way allow third parties to exploit the EEVEE App;i) provide the EEVEE App passwords or other log-in information to any third party;j) share non-public the EEVEE App features or content with any third party;k) access the EEVEE App or use any Confidential Information in order to build itself or to let other third parties build a competitive product or service, build a product using similar ideas, features, functions or graphics of EEVEE App, or to copy any ideas, features, functions or graphics of the EEVEE App;l) create any derivative works based on (any component) of the EEVEE App;m) engage in web scraping or data scraping on or related to the EEVEE App including without limitation collection of information through any software that simulates human activity or any bot or web crawler;n) merge the EEVEE App or any component thereof into any other programs or create derivative works based on (any component of the) EEVEE App;o) remove, obscure or alter proprietary rights notices (including trademarks and copyrights notices) which may be affixed to or contained within the EEVEE App.

In the event that EEVEE suspects any breach of the requirements of this Clause, EEVEE may immediately suspend the User’s access to the EEVEE App, without advanced notice, in addition to such other remedies as EEVEE may have. EEVEE is free to take any such action it sees fit but is not required to do so.

4.2. EEVEE reserves the sole right to correct any errors in the EEVEE App.

4.3. The User shall take all reasonable steps to prevent unauthorized access to the EEVEE App, including without limitation by protecting its passwords and other log-in information. The User shall notify EEVEE immediately of any known or suspected unauthorized use of the EEVEE App or breach of its security and shall use best efforts to stop said breach.

4.4. The User is obliged to report a damage to a car that could have an effect on the proper performance of the EEVEE App so that EEVEE can duly notify the car manufacturer without undue delay.

5. Liability

5.1. The duties and responsibilities of EEVEE under this Agreement shall be limited to those expressly set forth and undertaken therein.

5.2. EEVEE shall not be liable for any loss (i.e. loss, liability, cost, damages, claim, fees, charges and expenses) directly or indirectly resulting from or in any way connected with:

• the inaccuracy and/ or incompleteness of the information provided on/via the EEVEE App and/or the use of such information;
• the access/use of the EEVEE App or the impossibility of or delay in the access/use of the EEVEE App (including but not limited to the impossibility of or delay in the access/use of any component of the EEVEE App);
• any loss of charge from the User’s car’s battery when parked;
• any other impact on the User’s car’s battery;
• the malfunctioning of the User’s device or of any electronic communication network in general of any third party software or hardware;
• any reason beyond EEVEE’s control, including cases of cases of force majeure (any unforeseen and unforeseeable event beyond the control of the Parties) or hardship, such as the following non-exhaustive list: riot, total or partial strikes within or outside the company, lock-out, severe weather, epidemics, earthquake, fire, storm, flood, power failure, water damage, restrictions imposed by the government or by law. Are also considered, as expressly agreed, as cases of force majeure: the destruction of equipment, computer attacks or piracy, the blocking, in whole or in part, of bandwidth, of energy supplies, the abolition or prohibition, temporarily or permanently, and for whatever reason, of access to the Internet, electronic communications networks, the means of telecommunication and functionality offered by third parties that are necessary for the execution of the Agreement, the cause of which is beyond the control of the Parties and the requirements or provisions of a legislative or regulatory nature, which have an impact on the object or implementation of this Agreement, including the extent of the Parties' mutual rights and obligations;
• any delay, data loss or damage in the context of transmission between the EEVEE App, and the receiver;
• the negligent, illegal, unethical, fraudulent or criminal acts or omissions of EEVEE’s service providers and where applicable any third party;
• hacking and where applicable the spread of computer viruses, bugs or any other malware, malfunctions or errors;
• any breach by the User of any provision of this Agreement and/ or any abnormal or incorrect use of the EEVEE App.

5.3. WITHOUT LIMITING THE FOREGOING AND UNLESS SPECIFICALLY PROVIDED OTHERWISE BY APPLICABLE MANDATORY LAW, UNDER NO CIRCUMSTANCES SHALL EEVEE BE LIABLE FOR:
ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS, INCLUDING BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO CLIENTELE, LOSS OF DATA, LOSS OF EARNINGS, LOSS OF PROFITS, DISRUPTION OF BUSINESS, CLAIMS FROM THIRD PARTIES (OTHER THAN AS SET OUT IN ARTICLE 2 HEREOF RELATING TO THE ALLEGED INFRINGEMENT OF THIRD PARTY RIGHTS) , REPUTATION OR EXPECTED SAVINGS EVEN IF EEVEE WAS ADVISED OR WAS OTHERWISE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OR LIKELIHOOD OF SUCH LOSSES AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE UNLESS SAID DAMAGE IS THE RESULT OF EEVEE’S INTENTIONAL BREACH OR GROSS NEGLIGENCE.

5.4. TO THE EXTENT PERMITTED BY MANDATORY LAW AND NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THE AGGREGATE LIABILITY OF EEVEE UNDER THE AGREEMENT FOR ANY AND ALL LOSSES SUFFERED OR INCURRED BY THE USER AND WHICH IS NOT SPECIFICALLY EXCLUDED HEREIN, SHALL NOT EXCEED FIVE HUNDRED (500) EUR IRRESPECTIVE OF THE LEGAL GROUND INVOKED INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTIES, TORT OR ANY OTHER LEGAL THEORY. IN THE EVENT THAT EEVEE HAS DECIDED TO INTRODUCE CHARGES FOR THE USE OF THE EEVEE APP, EEVEE’S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES SUFFERED OR INCURRED BY THE USER AND WHICH IS NOT SPECIFICALLY EXCLUDED HEREIN, SHALL BE CAPPED AT THE TOTAL AMOUNT OF CHARGES THE USER PAID FOR USAGE OF THE EEVEE APP DURING THE PAST TWELVE (12) MONTHS OR FIVE HUNDRED (500) EUR WHICHEVER IS HIGHER. THIS TITLE APPLIES REGARDLESS OF THE LEGAL GROUNDS OR NATURE OF THE CLAIM.

6. Disclaimer of warranties

6.1. While EEVEE will use reasonable efforts to ensure that all information and documentation relating to the EEVEE App is correct, accuracy cannot be guaranteed and EEVEE cannot assume any responsibility or liability for the accuracy, completeness or authenticity of any information.

THE EEVEE APP AND ANY OF THEIR COMPONENTS ARE PROVIDED ON AN “AS AVAILABLE” OR “AS IS” BASIS. WITHOUT PREJUDICE TO THE MANDATORY PROVISIONS OF APPLICABLE LAW, ALL FURTHER WARRANTIES EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY OF INFORMATION OR FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION OBTAINED BY THE USER FROM EEVEE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITATION AND TO THE EXTENT PERMITTED BY MANDATORY LAW, EEVEE DISCLAIMS ALL WARRANTIES REGARDING THE AVAILABILITY OF THE EEVEE APP AND EEVEE MOBILITY FOR CARS OR RELATED SOFTWARE AND THEIR SERVICES EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT OR REGARDING THE FACT THAT THEY WILL OPERATE ERROR-FREE AT ALL TIMES, THAT DEFECTS WHICH DO NOT MATERIALLY AFFECT THE PROVISION OF THE SERVICES WILL BE CORRECTED OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE USER’S USE OF THE EEVEE APP IS AT ITS OWN RISK. Any content downloaded or otherwise obtained through the EEVEE App is provided at its own risk, and the User is solely responsible for any damage that may result from its use of the EEVEE App.

EEVEE will make all commercially reasonable efforts to ensure that the EEVEE App is accessible or available 24/7, but cannot guarantee this. EEVEE is entitled to make the EEVEE App (temporarily) inaccessible or unavailable in order to optimize them, for maintenance or due to a technical requirements, without this list being exhaustive.

7. The user's liability

7.1. UNLESS MANDATORY LAW PROVIDES OTHERWISE, THE USER MAY BE HELD LIABLE TO INDEMNIFY EEVEE FOR ANY DAMAGES SUFFERED BY IT RESULTING FROM OR RELATED TO: (I) AN INTENTIONAL BREACH OF THIS AGREEMENT BY THE USER OR GROSS NEGLIGENCE OR FRAUD ON THE USER’S PART; (II) THE USER’S INTENTIONAL, ILLEGAL OR GROSSLY NEGLIGENT MISUSE OF THE EEVEE APP IN EEVEE’S SOLE DISCRETION BUT SUBJECT TO JUDICIAL REVIEW; OR (III) A VIOLATION OR INFRINGEMENT OF COPYRIGHT OR ANY OTHER INTELLECTUAL PROPERTY OR OTHER RIGHTS OF EEVEE OR ANY THIRD PARTIES WITHIN THE CONTEXT OF THE (USE OF THE) EEVEE APP.

7.2. WITHOUT PREJUDICE TO THE FOREGOING AND UNLESS EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT, THE USER’S TOTAL AGGREGATE LIABILITY FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED TO FIVE HUNDRED (500) EUR OR, IN THE EVENT THAT EEVEE HAS DECIDED TO INTRODUCE CHARGES FOR THE USE OF THE EEVEE APP, SHALL BE CAPPED AT THE TOTAL AMOUNT OF CHARGES THE USER PAID FOR USAGE OF THE EEVEE APP DURING THE PAST TWELVE (12) MONTHS.

7.3. WITHOUT LIMITING THE FOREGOING AND UNLESS SPECIFICALLY PROVIDED OTHERWISE BY APPLICABLE MANDATORY LAW, UNDER NO CIRCUMSTANCES SHALL THE USER BE LIABLE TO EEVEE FOR: ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS, INCLUDING BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO CLIENTELE, LOSS OF DATA, LOSS OF EARNINGS, LOSS OF PROFITS, DISRUPTION OF BUSINESS, LOSS OF REPUTATION OR EXPECTED SAVINGS EVEN IF THE USER WERE ADVISED OR WERE OTHERWISE AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OR LIKELIHOOD OF SUCH LOSSES AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

8. Confidentiality

8.1. The Parties recognize that the information provided in the performance of the Agreement and any information concerning a Party's customers, employees, business procedures, methods, prices services and products, will be confidential ("Confidential Information").

8.2. Neither Party will disclose to third parties (other than as described below) the other's Party Confidential Information without the prior written consent of the other Party. The receiving Party shall not use any Confidential Information of the other Party for any purpose other than the performance or exercise of its rights under the Agreement. The receiving Party agrees that it shall protect the Confidential Information of the other Party using not less than the same standard of care the receiving Party applies to its own proprietary, secret or Confidential Information (and in conformity with industry standards) and that the Confidential Information shall be stored and handled in such a way as to prevent unauthorized disclosure.

8.3. The receiving Party has the right to disclose or give access to the Confidential Information or any part thereof to its staff, consultants and in case of EEVEE, its subcontractors, to the extent such staff, consultants and/or subcontractors have a need to know within the framework of this Agreement and provided that (i) the receiving Party obtained the necessary confidentiality and nondisclosure undertakings no less restrictive than those contained in this Agreement prior to such disclosure or such giving access and (ii) such consultants are no (in)direct competitors of EEVEE.

8.4. The term "Confidential Information" hereunder shall not include information which:a. is or becomes part of the public domain without violation of the Agreement;b. is known at the receiving Party prior to such disclosure by the disclosing Party (as the receiving Party can demonstrate by written record or other reasonable evidence);c. is lawfully obtained by the receiving Party from a third party, whereby such third party is at its turn not bound by any confidentiality agreement with the disclosing party;d. is developed by the receiving Party completely independently of any such disclosure by the disclosing Party.

8.5. Nothing herein shall be construed as granting to the receiving Party any proprietary rights or any license in respect of the disclosing Party's Confidential Information, which is not otherwise granted to the receiving Party as part of the Agreement.

8.6. Parties agree that EEVEE may during and after the term of this Agreement extract data for aggregation on anonymized basis with data from sources other than the User and that such aggregated and anonymized data may be used to gain insights, review and improve the EEVEE App and develop new products and services.

8.7. The confidentiality undertakings of the receiving Party pursuant to this Clause shall remain in full force and effect for the duration of the Agreement and three (3) years thereafter.

8.8. All Confidential Information will be returned or destroyed at the User’s choice upon request of the User or upon termination, except in case of any legal obligations which prohibits EEVEE to do so or except where EEVEE can demonstrate that it is technically not reasonable to either return or destroy the Confidential Information.

9. Privacy

9.1. The User’s Personal Data will be processed in accordance with EEVEE’s Privacy Policy which is available here: https://eeveemobility.com/privacy-policy.

9.2. Where the User is a fleet driver (meaning, its car is part of a fleet), the fleet company is the customer of EEVEE. In such case, EEVEE acts as a Processor while the fleet company is the Controller. The User acknowledges that there could exist be separate contractual arrangements between the fleet company and itself regarding the processing of its Personal Data.

9.3. The fleet company will (through the user of the EEVEE Business Web Platform, i.e. its fleet manager or similar) have a different, more limited view on the User’s Personal Data than User has in the EEVEE App, taking into account the data protection rights of the User.

9.4. In case of the fleet company scenario, the connection of the User’s (fleet driver’s) car can be done by the User itself (via the mobile or web onboarding) or by the fleet manager (via the EEVEE Business Web Platform, using the VIN number). In the latter case, the User will not give its consent to EEVEE but the fleet company will be the sole responsible for the necessary authorizations in the relationship between the fleet company and the User.

10. Right of withdrawal—Right of termination

10.1. By creating the EEVEE account, the User requests that the EEVEE App start as from that time. As a consequence, the User cannot withdraw from its acquisition of the EEVEE App. However, the User can always cease to use the EEVEE App at any time or terminate the Agreement with EEVEE, thereby following the procedure described below.

10.2. The Agreement between EEVEE and the User regarding the EEVEE App is concluded for an undefined term. The User may at any time terminate this Agreement with immediate effect, without compensation and without prior notice, by clicking on ‘deactivate and delete the account’ (or similar language). In this case, the User may reactivate the account for a period of thirty (30) days. After this period, EEVEE will delete the User’s account and it will no longer be possible to reactivate the account.

10.3. EEVEE may at any time terminate the Agreement or any of the services relating to the EEVEE App and, if applicable, EEVEE Mobility for Cars without compensation with one (1) month prior notice to the User.

10.4. Without prejudice to its other rights available by law or under the Agreement, EEVEE may, at its own discretion, either terminate this Agreement with immediate effect or suspend the performance of this Agreement, deny or restrict the User’s access to the EEVEE App, at any time if the User users the EEVEE App in any way that is contrary to this Agreement, including in the following cases without this list being exhaustive:

• if EEVEE becomes aware of facts that jeopardise the relationship of trust between the User and EEVEE or that harm or threaten to harm EEVEE’s reputation;
• in case of use of the EEVEE App, for fraudulent or illegal purposes;
• if the User does any of the following via the EEVEE App: 'spamming', 'hacking', 'phishing', 'pharming'.

11. Final provisions

11.1. The Agreement comprise the entire agreement (including its possible annexes and/or addenda) with respect to its subject matter, and supersedes and extinguishes all prior communications, understandings and agreements, written or oral, express or implied, between the Parties.

11.2. Unless explicitly agreed otherwise, the User may not transfer or assign its rights under the Agreement without EEVEE’s prior written consent. EEVEE may assign its rights and transfer its obligations at any time provided it ensures that the User’s rights are still adequately safeguarded after that transfer.

11.3. The provisions of the Agreement which are intended to remain in effect on or after termination or expiry, such as but not limited to Definitions (Clause 1), Confidentiality (Clause 8), Intellectual Property (Clause 3), Liability (Clause 5) and Final Provisions (Clause 11) shall survive termination, expiry, full execution or nullity of the Agreement.

11.4. EEVEE reserves the right to revise or update these Terms and Conditions EEVEE App from time to time for objective reasons such as material errors, improvements on the EEVEE App, technical requirements or as well as to comply with changes in laws and regulations (“Changes”). EEVEE will inform the User about the Changes in writing fourteen (14) calendar days before the Changes are intended to apply. If the User does not agree to the Changes, the User will have the right to terminate the Agreement with immediate effect, without any compensation from its side. If the User does not terminate the Agreement in such case, the Changes will come into effect after the fourteen (14) days period.

11.5. If the User has any technical questions about EEVEE’s services, the EEVEE App or Agreement, the User can contact EEVEE via the chat in the EEVEE App or by regular mail to: EEVEE BV, Watertorenstraat 2, 3590 Diepenbeek, BELGIUM. In case of any legal matter, the User can contact legal@eeveemobility.com.

11.6. If any provision is held by a court or other competent body to be invalid or unenforceable, in whole or in part, this Agreement shall continue to apply to the other provisions hereof and the remainder of the provisions referred to. The Parties agree that in such case the invalid or unenforceable provision shall be deemed to be replaced by a valid provision that corresponds to the original intention of the party.

11.7. Any failure by a Party to require performance of the provisions of the Agreement shall not constitute a waiver or relinquishment of the application of this or any other provision.

11.8. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. The Parties agree that this Agreement, and any documents to be signed in connection herewith, may be electronically signed and the use by a Party of an electronic signature shall, for the purposes of validity, enforceability and admissibility, be conclusive evidence of that Party’s intention to be legally bound as if such signature had been written by hand. The Parties agree to make use of the provision of article XII.10 of the Belgian Code of Economic Law, and thus agree that all information required regarding such electronic conclusion is included.

11.9. This Agreement is exclusively governed by and must be interpreted in accordance with Belgian law.

11.10. Any dispute between the Parties relating to this Agreement shall fall under the exclusive jurisdiction of the courts of Antwerp, department of Hasselt.

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