Plug me in Electric Vehicle Charging Point Standard Terms

PART ONE: GENERAL TERMS AND CONDITIONS

1. Definitions

1.1. The following definitions apply to these Terms:

Additional Services: the optional services which may be ordered by you, as described in the Proposal and Part Two of these Terms;

Associated Equipment: any materials or equipment we supply and install in conjunction with the Products for the purposes of making the Products available for use, including cables and distribution boards;

CDM Regulations: Construction (Design and Management) Regulations 2015 (as may be amended from time to time). In these Terms, “principal designer”, “client”, “contractor”, “designer”, and “principal contractor”, shall each have the meaning ascribed to each of them, respectively, in the CDM Regulations;

Contract: the contract between you and us for the supply of Products and Services, including these Terms and the Proposal;

Customer: the company named in the Proposal who purchases the Products and Services, referred to as ‘you’ or ‘your’ in these Terms;

End User: any person who is authorised to use the Products to charge an electric vehicle;

Installation: means the delivery, installation, connection, testing and commissioning of the Products at the Site and “Installed” shall be defined accordingly;

Order Form: the form included with the Proposal which you must sign and return to us to confirm you agree with the Proposal;

OZEV Grant: the Office for Zero Emission Vehicles grant;

Price: the charges payable by you to us for the Products and Services as set out in the Proposal, or as otherwise agreed with us in writing;

Products: the electric vehicle charging points, including embedded software, as specified in the Proposal;

Proposal: the document that sets out the description of the Products and Services, the Site(s), Price and any other relevant information;

Services: all services that may be performed under the Contract, as specified in the Proposal, including Installation and Additional Services as applicable;

Site: the location(s) stated in the Proposal where the Products are to be Installed and the Services carried out;

Supplier: Plug me in Limited, referred to as ‘we’, ‘us’ or ‘our’ in these Terms;

Terms: the terms and conditions set out in this document;

Warranty Period: the period during which the relevant warranty for the Products and Services is applicable, as set out in these Terms and the Proposal.

1.2 Words indicating the singular also include the plural, and words indicating the plural also include the singular.

1.3 Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression shall be interpreted as illustrative and shall limit the sense of the words preceding those terms.

1.4 Any reference to ‘in writing’ or ‘written’ shall include emails (unless indicated otherwise).

1.5 A reference to a statute, regulation or statutory/regulatory provision is a reference to it as it is in force for the time being, taking into account any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. 

2. Basis of Sale

2.1 Any terms and conditions provided by you (whether oral or written) shall not form part of the Contract between you and us unless expressly agreed by us in writing. These Terms apply to the Contract to the exclusion of any terms implied by law, trade custom, practice or course of dealing.

2.2 Any samples, drawings, descriptive matter or advertising issued by us regarding the Products or Services, whether contained on our website or in other media, are issued or published for the sole purpose of giving an approximate idea of the Products and Services described in them and shall not form part of the Contract.

2.3 Subject to clauses 2.5 and 5.2, the Price shall remain valid for the period set out in the Proposal. If you do not agree to the Proposal by such date, we reserve the right to change the Price and/or Product specification and issue another Proposal.

2.4 A Proposal shall only be deemed accepted when we issue a written acceptance following receipt of a signed Order Form from you, at which point a valid Contract shall come into force.

2.5 We may need to verify the accuracy of any information you give to us before we start the Installation and we reserve the right to change the Price if such information proves to be inaccurate.

3. Our Obligations

3.1 We agree to:

(i) provide the Products and Services in accordance with any applicable laws and to the specifications set out in the Proposal;

(ii) provide the Services with reasonable skill, care and diligence and to a standard which conforms to generally accepted industry standards and practices;

(iii) liaise with the network operator and/or Distribution Network Operator (“DNO”) and request on your behalf the connection of the Products to the electricity network,  subject to you providing us with a letter of authority to contact the DNO on your behalf. We shall not be responsible for any refusal by the DNO to approve such requests;

(iv) carry out the Installation either directly or via subcontractors and issue commissioning documents to confirm the Installation is complete;

(v) explain to you basic functionalities of the Products and provide a demonstration of their operation once Installed;

(vi) following completion of the Installation, clear away and remove from the Site all surplus materials and rubbish resulting from the supply of the Products and Installation and leave the Site in a safe and workmanlike condition. Notwithstanding the foregoing, we will not be responsible for the condition and state of the Site prior to Installation or for any pre-existing conditions before we started the Installation.

3.2 For the purposes of the CDM Regulations:

(i) and our role as the contractor thereunder, unless stated otherwise in the Proposal we acknowledge that we will be the principal designer and the principal contractor and will undertake the performance of the roles, responsibilities and duties of principal designer and principal contractor under the CDM Regulations; and

(ii) we will provide such co-operation and necessary information as may be reasonably required by you in order for you to discharge your obligations as client under the CDM Regulations.

3.3 We warrant that the Products shall be new, conform in all material respects to their description and shall, for a Warranty Period of 3 years (or as otherwise stated in the Proposal) from completion of the Installation:

(i) be free from material defects in design, material and workmanship; and

(ii) be of satisfactory quality.

3.4 We will warrant the Services and Associated Equipment provided during the Installation for a Warranty Period of 1 year from completion of the Installation.

3.5 If there is a defect in the Products or Services during the applicable Warranty Period, you must notify us in writing within 1 month of becoming aware of the defect, or the date when you ought reasonably to have become aware of the defect, and provide us with an opportunity to investigate the defect, either remotely or in person. We will then determine if the fault is attributable to a defect in the Products or the Services, and:

(i) in the case of faulty Products, procure the repair or replacement of the Products from the relevant manufacturer at no cost to you; or

(ii) in the case of faulty Services, remedy the defect within a reasonable time at no cost to you.

3.6 With respect to replacing faulty Products under clause 3.5 (i), if a new Product of the relevant model is not available, we may replace the Product with a refurbished model and the unexpired term of the Warranty Period of the original Product shall apply. If there is no new or refurbished model available, we will use reasonable endeavours to supply a suitable alternative replacement.

3.7 We shall not be responsible for any fault or failure in the Products and Services caused by:

(i) acts of God or any reason beyond our reasonable control;

(ii) ordinary wear and tear;

(iii) failure to observe applicable operating and/or maintenance instructions;

(iv) abuse, improper use or neglect;

(v) modifications or attempted repairs not authorised by us;

(vi) equipment and materials furnished by you or a third party (except as expressly authorised by us);

(vii) disruption of services provided by you or third parties, including telecommunications network, electricity and associated infrastructure, back office systems, hosting services or any other such services;

(viii) activated residual current device, faulty mains supply voltage or cyber attack.

3.8 We shall have no liability for any defect in the Products or Services other than as stated in clauses 3.5 and 3.6.

4. Your Obligations

4.1 You agree to:

(i) ensure that the information in the Proposal is complete and accurate, including any assumptions stated;

(ii) allow us access to all relevant parts of the Site that may be required for the purpose of supplying the Products and performing the Services;

(iii) cooperate with us in all matters relating to the Services;

(iv) provide all information reasonably requested by us within a reasonable time

(v) comply with any other obligations set out in the Proposal.

4.2 You acknowledge that you are:

(i) aware of and undertake to us that in relation to the Services you will duly comply with the CDM Regulations; and

(ii) the client for the purposes of the CDM Regulations in connection with the Services and shall observe, perform and discharge all of the obligations, requirements and duties imposed on you under the CDM Regulations in your capacity as client in connection with the Services.

4.3 If you fail to comply with any of the obligations in clause 4.1 or 4.2, we may:

(i) suspend performance of the Services until you remedy the default; and/or

(ii) charge you for any additional reasonable costs and expenses incurred by us due to your failure.

5. Price and Payment

5.1 The Price for the Products and Services exclude VAT (unless expressly stated otherwise in the Proposal) and will be set out in the Proposal.

5.2 We may ask you to pay a security deposit before we order any Products and liaise with the DNO regarding Installation approval. We reserve the right to issue a revised Price if DNO approval is delayed by more than 4 weeks from the date of application.

5.3 Subject to clause 5.4 and 5.7, we will invoice you for any deposit payable when the Contract is formed (in accordance with clause 2.4) and we will invoice you for the remainder of the Price upon completion of Installation.

5.4 We reserve the right to raise invoices earlier for payment or part payment of the Products and/or Services, for example in the event that any approval is delayed or if the Products and/or Services are delivered over an extended period of time for any reason. This includes, but is not limited to, delays caused by external factors, changes in project scope, or unforeseen circumstances.

5.5 You will pay the Price and any deposit by the date specified in our invoice or, if no date is specified, within 30 days of the date of the invoice. If you fail to make a payment by the due date we may:

(i) charge interest on any undisputed amount at the rate of 4% per annum above the Bank of England base rate; and

(ii) upon giving you 7 days’ written notice, suspend delivery of any Products and/or Services until payment in full has been received. 

5.6 Unless stated otherwise in the Proposal, the Price in the Proposal has been reduced to take into consideration any applicable OZEV Grant. If we are unable to claim your OZEV Grant for reasons outside of our control, or if it expires or is withdrawn due to any act, omission or undue delay caused by you, then you shall immediately be liable to pay the OZEV Grant amount to us.

5.7 Payment for any Additional Services shall be by subscription as described in clause 20.

5.8 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding.

6. Delivery

6.1 We may carry out an initial assessment of the Site and applicable infrastructure (in person or remotely) for the purpose of providing the Products and Services. We will not be liable for any extra costs from work not reasonably foreseeable or anticipated from this assessment.

6.2 We will arrange a mutually convenient date for Installation. We shall use all reasonable endeavours to meet the proposed Installation date, but any such date shall be an estimate only and time shall not be of the essence for performance of the Installation.

6.3 Title to the Products shall remain with us until we have received the Price in full. Risk in the Products shall pass to you upon completion of the Installation.

6.4 Until title in the Products passes to you, you shall:

(i) store the Products separately from all other goods held by you so that they remain readily identifiable as our property;

(ii)not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

(iii) maintain the Products in satisfactory condition and keep them insured on our behalf for their full price against all risks; and

(iv) give us such information as we reasonably require relating to the Products and your ongoing financial position.

6.5 At any time before title in the Products passes to you, we may require you to deliver the Products to us and if you fail to do so, you agree that we may enter the Site in order to recover them.

7. Variations

7.1 You may request variations to the scope of the Products and Services following acceptance of the Proposal, but we may refuse to accept any variation:

(i) until we have agreed the Price for the variation with you;

(ii) where the variation substantially changes the volume or the nature of the Products and Services; or

(iii) that may affect any right or remedy of any third party with rights under the Contract.

7.2 If there is a change to any law or regulation, decision or advice by a regulatory authority which applies to the Contract, we may amend these Terms and the Proposal, including specifications for the Products and/or Services and the Price, as we consider reasonably necessary to reflect those changes and will inform you in writing of any such material changes.

7.3 Notwithstanding clause 7.2, we reserve the right to make amendments to the Proposal and/or the specifications for the Products or Services that will not materially affect the nature or quality of the Products or Services.

8. Assignment

8.1 You may not assign, transfer, charge or subcontract any of your rights and obligations under the Contract without our prior written consent.

8.2 We may at any time transfer, assign, charge or subcontract any of our rights and obligations under the Contract to any third party.

9. Intellectual Property Rights

9.1 All right, title and interest in and to any intellectual property (including copyrights, trademark rights, database rights, and patent rights) in the Products and Services, including any intellectual property generated through the supply of the Products and the provision of the Services (collectively “Supplier IP”) is, and shall remain, our exclusive property and/or the property of our licensors.

9.2 We grant to you, or shall procure the direct grant to you, a non-exclusive, non-assignable, non-sublicensable, royalty-free licence to use the Supplier IP for the purpose of receiving and using the Products and Services, operating and maintaining the Products and Services, and performing your obligations and exercising your rights under the Contract.

9.3 You shall defend, indemnify and hold harmless us and our licensors against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your infringement or misappropriation of the Supplier IP.

10. Force Majeure

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by events outside our reasonable control (“Force Majeure Event”).

10.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:

(i) strikes, lockouts or other industrial disputes (whether involving the workforce of the other party or any other party), malicious damage, act of God, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or

(ii) fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; or

(iii) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public transport; or

(iv) impossibility of the use of public or private telecommunications networks; or

(v) compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, default of suppliers or subcontractors.

10.3 If the Force Majeure Event prevents us from providing any of the Products or Services for more than 6 weeks, we shall, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving written notice to you.

11. Limitation of Liability

11.1 Subject to clause 11.3, our maximum aggregate liability under or in connection with the Contract, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed:

(i) £5,000,000 with regards to property damage, provided that we are able to claim and recover such losses under our relevant insurance policies; and

(ii) 100% of the total sums you pay to us under the Contract with regards to all other types of losses.

11.2 We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill or any indirect or consequential loss whatsoever arising under or in connection with the Contract.

11.3 Nothing in the Contract shall limit liability for:

(i) death or personal injury resulting from negligence;

(ii) fraud or fraudulent misrepresentation;

(iii) any other matter for which liability cannot, by law, be limited; or

(iv) any amount due to us under the Contract.

11.4 We both acknowledge that, in entering into the Contract, we do not do so in reliance on any representation, warranty or other provision except as expressly provided in the Contract, and any conditions, warranties or other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

12. Termination

12.1 We may terminate the Contract upon written notice to you:

(i) at any time prior to Installation commencing;

(ii) if you fail to carry out any of your obligations under the Contract;

(iii) as specified elsewhere in the Contract.

12.2  Without prejudice to clause 12.1 and any other remedies or rights, either you or we may terminate the Contract at any time upon written notice to the other party if:

(i) the other party commits a material breach of any term of the Contract and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

(ii) the other party becomes insolvent or if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party’s assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt.

12.3 Upon termination of the Contract for any reason:

(i) you shall pay for all Products and Services supplied up to the date of termination;

(ii) you shall pay all sums due for payment after the date of termination which arise from commitments entered into by us for the performance of the Contract prior to the date of termination, including reinstating the Site and removing Products and materials (owned by us) where the Contract is terminated by us in accordance with clause 12.1(ii) or clause 12.2; and

(iii) any deposit owed to you will be returned, save that we may offset any costs and expenses incurred by us as set out in clauses 12.3(i) and 12.3(ii).

12.5 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities accrued by you or us up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.6  Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.

13. Data Protection

13.1 Where you provide us with, or allow us access to personal data relating to any living individual (“Data Processing Activities”), including personal data of your employees, workers, contractors, agents, clients or customers, you agree that you will notify the individuals of these Data Processing Activities and the existence of our Privacy Policy at https://plugmein.com/privacy-policy/ each time you provide them with your privacy notice.

14. Notices

14.1 All notices sent by you to us must be sent to EVBusiness.Support@plugmein.com. We may give notice to you at either the email or postal address you provide to us in the Order Form. Notice will be deemed received and properly served 24 hours after an email is sent or 3 working days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to demonstrate, in the case of an email, that the email was sent to the specified email address of the addressee and, in the case of a letter, that the letter was properly addressed, stamped and placed in the post.

15. General

15.1 No failure or delay by you or us in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15.2 If any provision of the Contract is found by a court or competent authority to be unlawful, void or unenforceable, it shall be deemed to be deleted and the remaining provisions shall continue in full force and effect. We shall thereupon negotiate in good faith with you to agree any replacement provision.

15.3 Nothing contained in the Contract and no action taken by you or us shall be deemed to constitute a relationship of partnership, joint venture, principal and agent or employer and employee. Neither party have, or may represent that they have, any authority to act or make commitments on the other party’s behalf.

15.4 Unless expressly stated otherwise in the Contract, a person who is not party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.5 The Contract shall be governed by English law and both parties agree to the exclusive jurisdiction of the English courts.

15.6 The Contract constitutes the entire agreement between you and us in relation to the supply of the Products and Services and supersedes and replaces any prior written or oral agreements, representations or understandings between us. The Contract may not be amended except to the extent described in these Terms.

PART TWO: ADDITIONAL TERMS AND CONDITIONS FOR ADDITIONAL SERVICES

Without prejudice to Part One of these Terms, the following terms and conditions shall apply in addition if you choose to purchase the applicable Additional Services. We reserve the right to amend this Part Two at any time.

16. Pulse Software

16.1 “Pulse Software” means access to the Open Charge Point Protocol software which we offer as “Pulse” or “Pulse Plus.”

16.2 When using the Pulse Software you agree to comply with:

(i) Apple’s, Google’s, Android’s or any other third parties’ terms and conditions and privacy policies that we rely on in order to provide you with that service; and

(ii) the terms and conditions for the use of our dedicated App (https://www.plugmein.com/pulse-app-terms).

16.3 You are solely responsible for all costs and expenses you may incur in relation to the use of the Pulse Software, including but not limited to End User’s mobile data charges, car parking fees and internet connection charges.

16.4 When using the Pulse Software, you agree not to:

(i) knowingly introduce viruses, trojans, worms, logic bombs or any other material which are malicious or technologically harmful (such as by way of a denial-of-service attack); or

(ii) attempt to gain unauthorised access to any server, computer or database associated with the Pulse Software or Products.

16.5 Due to the nature of the technology and our reliance on third parties to provide the Service (e.g. mobile phone network), we do not warrant that the Pulse Software will be error free, continuously available, meet your requirements, and/or be free from viruses or vulnerabilities.

16.6 We will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Pulse Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

16.7 To the extent that the Pulse Software does not operate as intended, we will use reasonable endeavours to provide you with any remedies we are able to obtain from the applicable Pulse Software developer, including the procurement of any necessary software fixes in accordance with the Pulse Software developer’s instructions. The provision of such remedies shall be the sole and exclusive remedy available to you for any failure of the Pulse Software.

16.8 There may be periods when the Pulse Software (or elements thereof) is unavailable due to maintenance updates, upgrades, patches or similar. We shall endeavour to inform you in advance of any such unavailability and to keep such periods to a minimum.

16.9 We may change or withdraw the Pulse Software (or parts of it) at any time and change or introduce new terms at any time. We will provide you with at least 30 days’ notice of any changes unless we believe such changes will not have a material impact on you and the usage of the Pulse Software’s relevant functionalities. We may, at our sole discretion, issue a partial refund if the Pulse Software is materially changed or unavailable for an extended period of time.

16.10 You acknowledge that your use and operation of the Pulse Software may fall within the scope of The Public Charge Point Regulations 2023 (“PCPR”), and you agree that you are solely responsible for complying with any requirements and obligations of the PCPR.

17. Planned Maintenance

17.1 “Planned Maintenance” means the maintenance Services we offer as “Annual Charger Maintenance” and “Half-Yearly RCD Check.”

17.2 Any repairs or fixes identified during the Planned Maintenance Site visit that are not covered by warranty are not included in the Price. A separate Price will be quoted for such repairs.

17.3 While we will endeavour to repair any defects or damage identified during the Planned Maintenance Site visit, we do not warrant that such defect or damage will be fixed or repaired during that visit.

17.4 We will provide you with reasonable notice of the date of a Planned Maintenance Site visit and you agree not to unreasonably withhold permission to complete the visit on such date. If we are unable to complete the Planned Maintenance activities due to your failure to provide proper access, we may charge you for any additional costs incurred.

18. Shield Maintenance Services

18.1 “Shield Maintenance Services” means the enhanced repair Services for the Products that we offer as “Shield” and “Shield Plus.”

18.2 As part of the Shield Maintenance Services we will remotely monitor Installed Products and be alerted to any event where the status of the Product changes to offline (“Proactive Remote Monitoring”), whereupon we will investigate and attempt a remote fix without any involvement from you.

18.3 “Technical Support” under Shield Maintenance Services means access to a trained engineer, via telephone or video call, who will be able to support remote fixes and fault diagnosis, including resetting circuit breakers if appropriate and instruction on safe isolation if required.

18.4 With respect to the target service levels for the Shield Maintenance Services, the following are applicable:

(i) “Remote Response” means the time within which, from receipt of notification of an issue, our Technical Support will contact you;

(ii) “Initial On-Site Response” means the time within which, from receipt of notification of an issue, we will dispatch an engineer to your Site for an initial examination;

(iii) “Charger Repair/Replacement” means any repairs to, or replacement of, the Products. It does not include Associated Equipment, which is covered by our standard warranty.

18.5 Regardless of the type of Shield Maintenance Service ordered, we will respond via telephone or video call to any confirmed safety related issue within 2 working hours (Monday-Friday, 08.00-18.00, excluding Bank Holidays).

18.6 If the Warranty Period for the Products or Installation has expired or our warranty is not applicable in any way, we will cover the cost of labour up to and including the Initial On-Site Response visit, but the cost of additional Site visits, parts, replacements and labour are not covered unless otherwise agreed with us in writing.

18.7 The Shield Maintenance Services are subject to our “Fair Use Policy” as follows:

(i) up to 2 Initial On-Site Response visits are permitted per Site per year;

(ii) target service levels for Initial On-Site Response under Shield Plus are triggered when a vehicle is unable to charge with an alternative on-Site Installed Product;

(iii) additional call-outs outside of (i) and (ii) above may be chargeable.

19. Commencement and Term of Additional Services

19.1 Your Additional Services will commence on completion of Installation or as otherwise agreed with us in writing. You may also request to purchase Additional Services at any time after Installation.

19.2 The Additional Services shall, unless terminated earlier in accordance with clause 12, continue for 12 months and shall automatically renew for additional 12-month terms unless you or we give the other written notice of termination at least 1 month prior to the end of the current term.

20. Payment for Additional Services

20.1 The Price for the Additional Services shall be payable on a monthly or annual basis (the “Subscription Fee”), as set out in the Proposal or as otherwise agreed with us in writing.

20.2 You shall pay the Subscription Fee by the date specified in our invoice. If you fail to make any payment by the due date, we may charge interest or suspend the Additional Services as set out in clause 5.5.

20.3 If you have purchased Pulse Software, you agree:

(i) if charging End Users a fee, to set up a bank account with Stripe Payments Europe Ltd (or any other third-party payment provider that complies with PCI DSS Level 1);

(ii) to use the bank account for the purpose of receiving fees from End Users which are charged each time they use the Products (“Charge Fee”);

(iii) to pay us the percentage of the Charge Fee, as stated in the Proposal, for each time the End Users use the Products (“Transaction Fee”); and

(iv) to give us permission to send receipts to End Users on your behalf, where required.

We shall not be liable for any chargebacks initiated by the End User. Any disputes or claims regarding chargebacks must be resolved directly between you and the End User.

20.4 The Transaction Fee will be automatically deducted monthly from the total Charge Fees you have charged to your End Users for that month. You will receive a monthly statement from us (or our nominated supplier) detailing all transactions made using the Pulse Software and a summary of the Transaction Fees we have collected.

20.5 You agree that we may collect additional fees from you in the event of an underpayment caused by an error. In such instances, we will provide you with reasonable notice prior to such collection.

20.6 We reserve the right to change Subscription Fees and Transaction Fees at the end of the Contract term. We will provide you with reasonable notice before any such changes take effect.

21. Suspending Additional Services

21.1 We may suspend any element of the Additional Services if:

(i) we believe you or any of your End Users are using the Additional Services in a way we do not allow under the Contract;

(ii) you tell us that your nominated bank account has been compromised;

(iii) you do anything (or allow anything to be done) which we believe may damage or affect the operation of the Products or our network or any element of the Additional Services;

(iv) the emergency services tell us to, or a law or regulation is passed which means we need to; or

(v) we need to do so in the course of repairing, maintaining or fixing any element of the Additional Services.

20.2 We will use reasonable endeavours to tell you in advance when we suspend or restrict the Additional Services in such instances.