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EDI - End-User Agreement

General Terms and Conditions

of charging services and related services

Electric By D’Ieteren

ARTICLE 1. GENERAL PROVISIONS

1.1. Introduction

The use of the Services are subject to this ‘End-User

Agreement’ / ‘General Terms and Conditions of charging

services and related services’ (the “Agreement”),

concluded between (i) Electric by D’Ieteren SA/NV, whose

office is situated 1050 Brussels, rue du Mail 50, registered

with the registry of legal entities of Brussels under number

0734.538.339 (“EDI”, available by phone during office hours

via + 32 2 260 26 60 and available by email via info@edi.

be) and (ii) any person using the Services (“you” or the

“End-User”).

EDI and the End-User are referred to jointly as ‘Parties’ or

individually as ’Party’.

If a natural person enters into this Agreement on behalf of a

legal entity (company, municipality, governmental entity),

the term “End-User” refers to that entity, that commits itself

to observe this Agreement. Such a natural person, acting

on behalf of the legal entity, confirms that they have all

legal grounds and authorisations in place in order to act on

behalf of that entity.

As an exception to the above, in the event that a person uses

the ‘Easy Quality Charging’ mobile application without

registration and/or without logging in for the purpose of

a so-called ad hoc charging service, the entity providing

the charging service to said person is LMS directly. To that

extent, the contract, for the purposes of such a one-off

service only, is concluded between LMS and such person.

This Agreement shall apply accordingly, mutatis mutandis,

to such a one-off service, being concluded at the time the

Charging Session begins. Such an Agreement, concluded

by an unregistered person, shall cease to be in force

at the moment of completion of the Charging Session

and Payment thereof (it shall not give rise to any further

obligations of the concerned person beyond such use and

payment of the charging services).

1.2. Adoption of this Agreement

This Agreement applies to all End-Users.

This Agreement is in principle accepted by way of

registration of the End-User, the Charging Station or the

Charging Point on the Platform or on the Application,

whereby you are obliged to accept this End-User

Agreement before you can make use of any of the

Services. If EDI registers the End-User and provides you

with an Identifier, said End-User will receive a copy of

this Agreement and must accept them before using the

Services.

Any use of the Services implies that the End-User agrees to

be bound by this Agreement.

To avoid any doubts regarding the acceptance of this

Agreement, explicit reference to this End-User Agreement

is also made on invoices, and by way of payment of the

invoice, you confirm your acceptance of this End-User

Agreement.

1.3. Role of LMS in supporting both EDI and End-Users

For the implementation of this Agreement, EDI makes use

of various third parties to be able to fulfil its obligation under

Valid from 24.07.2023 until a

new version is communicated

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EDI - End-User Agreement

this Agreement, including LMS.

LMS, by order of EDI, deploys its software platform and

associated network infrastructure to render your charging

transactions possible. Besides the use of the electronic

platform and the associated network, LMS takes care of

the supply of your Charging Sessions, the invoicing and

payments traffic for your charging transactions related

to that. In the whole charging process, LMS ensures –

amongst other activities –the identification of End-Users

for approval of Charging Sessions, records the Charging

Sessions, validates the Charging Sessions with market

participants (CPOs/ CSOs/MSPs), communicates with

roaming parties and other networks, invoices Charging

Sessions, collects and pays out Charging Session invoices.

Part of the role in performance of services by LMS is that you

receive an invoice from LMS for Charging Sessions that you

have conducted with an Identifier or the Application. If and

when applicable, as the owner (CSO) or operator (CPO) of

a Charging Point, you will also receive compensation and/

or reimbursements for the charging sessions delivered by

your Charging Point(s) via LMS by way of the principle of

‘self-billing’.

Acceptance of this Agreement includes the acceptation of

the assignment by EDI to LMS of the rights and obligations

referred to in Article 2.5, provided that LMS does not have

any other obligations towards the End-Users than the ones

described in said Article 2.5.

1.4. Definitions

1.4.1 Agreement: the present end-user agreement, also

including all annexes, performed digitally and concluded

at distance.

1.4.2 End-User: a person (in case of natural persons, only

an adult with full legal capacity) or entity registered with

an account on the Website or on the Application, being a

driver of an Electric Vehicle and/or a CSO, or any person

using the Services.

1.4.3 Consumer End-User: a natural person being an

End-User not directly connected with their economic or

professional activity. Within the meaning of this Agreement,

the Consumer End-User shall also mean an entrepreneur

with some consumer rights, i.e. an entrepreneur being a

natural person concluding an agreement directly related

to their business activity, which is not of professional nature

for this person, resulting in particular from the subject

matter of their business activity.

1.4.4 Business End-User: any End-User not being a

Consumer End-User, in particular a company, municipality

or governmental entity.

1.4.5 MSP: abbreviation for “Mobility Service Provider”,

having as its task to facilitate access to the network of

charging infrastructure to be able to recharge an Electric

Vehicle. An MSP grants access by way of various means

of ID, such as an Identifier, or charging application. In

addition, the MSP enables the End-Users to register on the

Platform for the purpose of identification, invoicing, and

the provision of Services.

1.4.6 CPO: abbreviation for “Charging Point Operator”

being the operator/administrator of one or several

Charging Points. The task of the CPO is the rendering

technically possible and the holding and processing of

charging transactions at one or several Charging Points.

1.4.7 CSO: abbreviation for “Charging Station Owner”,

being the owner of one or several Charging Stations or the

person designated by the owner of one or several Charging

Stations as responsible for the rights and obligations

of the CSO under this Agreement. The CSO obtains a

compensation and/or reimbursements via the network of

LMS for Charging Sessions that have been conducted at

their Charging Point(s).

1.4.8 EDI: Electric by D’Ieteren SA/NV, whose office is

situated rue du Mail 50, 1050 Brussels (Belgium), registered

with the registry of legal entities of Brussels under number

0734.538.339, available by phone during office hours via +

32 2 260 26 60 and by email via info@edi.be.

1.4.9 LMS: Threeforce B.V., or one of its group entities, whose

registered office is situated Zeemansstraat 11, 3016 CN,

Rotterdam (The Netherlands), registered under Company

Registration Number 24360819, trading under the name

of Last Mile Solutions/LMS, available by phone during

office hours via +31 10 312 6000 and by email via invoice@

threeforce.nl.

1.4.10 Electric Vehicle: a road vehicle that is fully driven by

an electric motor, and/or a hybrid vehicle that is partially

driven by an electric motor, which vehicle makes use or not

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EDI - End-User Agreement

of electricity that is stored in a battery, chargeable by using

a Charging Point.

1.4.11 Services: the services offered by EDI under this

Agreement - also including, though not limited to - charging

services, help desk services, accounting services, direct

debiting, electronic invoicing, electronic communication

services including insight into consumption, and other

services as further specified in this Agreement. The

definition of “Service” used in this Agreement is based on the

understanding of the “service” as used under Consumer

EU Directives. The applicability of this classification under

the EU VAT Directive is not implied herein.

1.4.12 Hosting Subscription Services: services of registration

and management of Charging Point(s), as well as

settlement of Charging Sessions. Hosting Subscription

Services enable the use of the Home Reimbursement

Service.

1.4.13 Home Reimbursement Service: the Service being a

part of Hosting Subscription Services, dedicated for CSO

who owns a private Charging Point(s) located at CSO’s

employees premises, that is used for business purposes

of this CSO, which consist of the reimbursement of cost of

Charging Sessions of the concerned employees.

1.4.14 Identifier(s): any physical or digital device that

identifies its owner and enables a Charging Session

which can also be referred to as a “charging token”, a

“charging card”, a “charging device” or similar. The Service

of providing an “Identifier” involves the provision of access

to Charging Points, the associated network, and (where

possible) the inter-operable Partner Network with the

use of such “Identifier”. Any Identifier provided by EDI and

the electronic data integrated therein are and remain the

property of EDI.

1.4.15 Charging Session: the period of time during which

an End User uses a Charging Point to charge their Electric

Vehicle for a continuous period of time not less than two (2)

minutes commencing when the End User has accessed

such Charging Point and ending when such End User has

terminated such access.

1.4.16 Charging Point: any charging point which is generally

a facility at a certain location that can be used to charge

the battery of an Electric Vehicle, including private

Charging Points (located in a private location and that is

not accessible for use by third parties), Charging Points

on semi-public Charging Stations (located in a private

location but rendered accessible by its owner for an

authorised group of users) and Charging Points on public

Charging Stations (publicly accessible Charging Station

that may or may not belong to a Partner Network), as well

as other types of Charging Stations

1.4.17 Charging Station: a device enabling the use of

charging services, consisting in particular of a Charging

Point, software enabling charging and measurement of

electricity and a parking stand.

1.4.18 Network: the combination of all Charging Points over

which EDI can exercise a direct control together with the

Partner Network(s) that EDI (whether or not in consultation

with the owner(s) of the Charging Point(s) and LMS) can

exercise control over the granting of access to third parties.

1.4.19 Partner Network: the combination of all Charging

Points outside the network over which EDI can exercise

a direct control, where End-Users can charge an Electric

Vehicle.

1.4.20 Payments: all payments that an End-User owes in

relation to the use of the Services including supplies of the

Charging Sessions as indicated in this Agreement and –

because of and to the extent of Assignment - which must

be paid to LMS.

1.4.21 Remunerations: fees due to EDI in return of partial

assignment of some rights and partial transfer of some

obligations to LMS, as well as fees due to a CSO for using

its Charging Points in order to provide End-Users with

Charging Sessions, which are to be paid on the basis of

invoices issued under self-billing authorization granted by

Business End-User (being VAT tax payer).

1.4.22 Website: the closed website of EDI including https://

edi.evc-net.com or any other website that is used by EDI at

any time in the context of the Services.

1.4.23 Platform: the Internet platform accessible via the

Website, being https://edi.evc-net.com, used by EDI for

the purpose of registering End-Users and providing the

Services.

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EDI - End-User Agreement

1.4.24 Application: “Easy Charging Quality” mobile

application or any other mobile application, powered

by LMS and used by EDI for the End-Users benefit, for

finding and providing access to Charging Stations for

the End-Users, to be used for Charging Sessions and,

optionally, to establish and manage a End-User profile and

other related e-mobility services, if any.

ARTICLE 2. SERVICES AND ASSOCIATED COSTS

2.1. Principle

The following Services shall be rendered by EDI to the

End-Users:

a) charging services at Charging Points within the

Network;

b) Hosting Subscription Services, including Home

Reimbursement Service;

c) the access and use of the Platform or Application

(including the possibility to locate Charging Stations),

after registration and activation of an End-User profile;

d) the provision, delivery and user of Identifiers;

e) help desk services as described in Article 6.

The obligation to pay for the Services does not arise until

the ordering / commencement of such Services, which the

End-User confirms when placing the order / commencing

use of the relevant Service mentioned above (it being

understood that the Services mentioned under c) and e)

above are included in the rates applicable for the Services

mentioned under a) and b)).

2.2. Charging services

The rates and conditions of the Services provided to

enable Charging Sessions done at Charging Points within

the Network shall be indicated on the Application and

therefore must be accepted before using the concerned

Charging Points, it being understood that EDI depends on

the CSO and/or CPO of the Charging Points that generate

the data regarding the charging and that passes on

the associated costs for Charging Points of the Partner

Network.

While using the Charging Points, each End-User will

observe all regulations that are effective for and in

connection with the charging, both as established by EDI

and the CSO and/or CPO of the Charging Points, and any

possible applicable legal (safety and other) regulations.

EDI and LMS do not guarantee any Charging Point density

and/or reachability. Unless otherwise provided by the law,

any possible damage – both direct and indirect - as a result

of the failure of a Charging Point or the interruption of a

Charging Session cannot be claimed from EDI nor LMS,

nor from the third parties involved if not caused by them

deliberately. It is CSO’s liability that the Charging Point is

properly marked, complies with all legal and technical

requirements, as well as it is supplied with energy without

power outages.

Charging Points that are available in the Network may

change in time and their availability depends on many

factors, including agreements with a Partner Network.

Therefore, EDI always has the right, without prior

announcement, to remove one or more Charging Points

from the Network and/or to no longer grant access to a

Partner Network.

2.3. Hosting Subscription Services and Home

Reimbursement Service

An End-User being a CSO can opt for Hosting Subscription

Services at a Charging Point.

In case an End-User using Hosting Subscription Services

of a private Charging Point(s) located at their employees

premises decides to use the Home Reimbursement Service,

EDI shall provide such an employee with reimbursement

of energy costs consumed for Charging Sessions at such

Charging Point(s), using the details indicated by End-User

on their End-User profile, including payment details of

such an employee and rate for energy, provided that all

costs reimbursed to an employee pursuant to this section

must then be paid back by the End-User using the Hosting

Subscription Services (i.e., the employer).

The End-User being a CSO using the Hosting Subscription

Services, by registering a Charging Point on the Platform,

agrees to include such Charging Point in the Network

and to let others access such Charging Point for the

purpose of obtaining charging services, in exchange for

the Remuneration, and ensures that it is entitled to grant

such access and collect Remuneration therefor. Such

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EDI - End-User Agreement

End-User (CSO) further authorizes EDI and LMS to grant

further access to such Charging Point within the Network,

including Partner Networks.

2.4. Adjustment of the costs

EDI has the right, upon one (1) month’s advance notification

to the End-Users, to adjust the costs of the Services. Should

the End-User not wish to agree with the adjustment of the

costs, the End-User can terminate the Agreement, without

costs, prior the date on which the change would enter

into effect subject to a notification to EDI at latest 14 days

before the adjustment enters into force. This cancellation

does not free the End-User of the payment obligations that

may be still outstanding at that time.

2.5. Assignment to LMS

EDI partially assigns its rights and partially transfers its

obligations under this Agreement to LMS within the scope

necessary for LMS in order to provide End-Users with

Charging Sessions, Hosting Subscription Services, as well

as Home Reimbursement Services (hereinafter referred

to as “Assignment”). This Assignment shall not have any

consequence on the guarantees provided by EDI to the

End-User.

As a result of this Assignment, LMS:

a) provides charging services to End-Users, is entitled

to receive payments for such Services and invoices

End-User for it;

b) provides Hosting Subscription Services to CSOs, is

entitled to receive payments for such Services and

invoices CSOs for it;

c) acquires access to Charging Points to the extent

necessary to provide Charging Sessions and is obliged

to pay due Remunerations to CSOs/CPOs/MSPs (which

shall be done through self-billing process as further

described in Annex I).

The Assignment takes place only to the extent and for

reasons justified above, as well as only towards LMS, as an

entity dedicated for such a support of both End-Users and

EDI.

ARTICLE 3. OBLIGATIONS OF THE END-USER

The End-user is required to provide all necessary,

complete and correct contact details (such as name,

address, email address, company registration number if

any) and payment information (such as VAT number, bank

account number/IBAN, bank name, BIC code), as well as

– if necessary – complete and correct data of any person

representing them or whom they wish to give access to

part of the Services (e.g., employees, fleet managers),

during the registration process on the Platform and/or on

the Application.

The End-User is also obliged to ensure that it is legally

entitled and authorized to introduce personal data or

other information of third parties, like fleet managers or

employees, as well as to inform such persons in advance

thereof. Should a Business End-User give access to part of

the Services to natural persons working for said End-User, it

shall remain responsible for them and ensure they comply

at all times with this Agreement (e.g., fleet managers,

employees).

In the event of a change in the data provided, the End-User

shall immediately notify EDI and provide EDI with the

updated data. End-User should report any changes, in

particular changes to the bank account number, invoicing

address and/or e-mail address, not later than within one

(1) calendar month before the change becomes effective.

Unless the law provides for otherwise, the End-User shall

be responsible for any possible errors in documents,

payments, Services or other damage, that are caused

by End-User’s failure to comply with its duty to provide

correct and complete information or timely update it

and EDI reserves the right to not provide a Service in

case of incorrect, incomplete or too late transmission of

information by an End-User and shall notify the End-User

accordingly.

The End-User is obliged to inform any person related to

them (e.g., employees) using any Services of the content

of this Agreement and shall be responsible to ensure their

respect thereof.

The End-User shall not:

a) use the Services in a way that disrupts the functioning

of the Website, the Platform, the Application or any of

their elements, as well as Services performed for other

End-Users;

b) introduce any illegal content to the Platform, the

Website or the Application, which violates the law

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EDI - End-User Agreement

or decency, including, in particular, introducing any

malicious software or tracking software;

c) indicate personal data of third parties (e.g., fleet

managers or account administrators), the disclosure of

which is not authorized;

d) make any modifications, code translations or

any other changes to the Website, the Platform, the

Application or other items of the Services;

e) remove or alter any designation regarding the

confidential nature or regarding intellectual property

rights of the software, devices, websites, applications, or

materials;

f) bypass, remove or modify any security features,

technical safeguards or user restrictions in connection

with the Services as well as on the Website, the Platform

and the Application, including trademarks or other

markings contained therein;

g) make the Services (including its own account)

available to third parties for use under any title (for a

fee or for free), unless it is a part of a Service provided

specifically to be shared or EDI agrees with such sharing

or making available.

It is permitted to the End-User to transfer this Agreement to

a third party only with the prior written consent of EDI and

LMS.

ARTICLE 4. PAYMENTS TERMS

4.1. Invoicing and payments

The costs for the Services are invoiced monthly. Invoices are

sent by e-mail to the e-mail address that the End-User has

communicated to EDI. The End-user receives an invoice

monthly, with a summary of the charging transactions

and the associated costs. By registering and providing an

e-mail address, the End-User consents to the electronic

delivery of VAT invoices for Services provided under the

Agreement.

These costs are collected by way of direct debit/automatic

credit collection from the bank account submitted by the

End-User, as established in the direct debit authorisation

given directly to LMS through the registration process.

The End-User will make sure at all times that the payable

amounts can be collected via direct debit from the

indicated bank account.

If the direct debit cannot be carried out successfully, LMS

has the right:

a) in case of Consumer End-User, to claim, after having

sent a payment reminder and in case payment fails to

occur, an interest on the outstanding amounts at the

statutory default interest rate, without prejudice to any

further statutory claim for damages;

b) in case of a Business End-User to claim, without

any additional summons, a legal interest, an amount

of at least 40 EUR in collection costs and reasonable

compensation for all other recovery costs exceeding

the fixed amount and incurred due to late payment from

Business End-User in compliance with Article 6 of the

Law of 2 August 2022 on payment arrears in commercial

transactions. In accordance with article 6, point 3,

of Directive (EU) 2011/7, in case of a late payment in

commercial transactions by a Business End-User, the

latter is obliged to pay, besides the amount owed and

the statutory interest that has accrued thereon, full

compensation of both the extra-judicial and the judicial

collection costs, also including the costs of lawyers,

bailiffs, and collection agencies, as applicable in the

country of charging.

In accordance with applicable legal provisions, LMS has the

right to set off partial payments and/or payments received

without a clear invoice description against the amount

which the debtor had the most interest in honouring.

Should all amounts be of equal nature, the amount shall be

set off against the oldest outstanding amount. In addition,

a write-off will first take place on consecutively: (i) the

outstanding costs; (ii) the due interest; (iii) the invoice

amount; (iv) the current interest. LMS does this based on

seniority and will inform the End-User about this by email. If

there are no outstanding amounts at the time of payment

or if there is a credit balance remaining, LMS will transfer

this amount within fourteen (14) days to the bank account

from which LMS received the amount.

4.2. Payment terms

The payment terms for the Services are the following

a) for the transactions paid by End-Users: fourteen (14)

calendar days from the invoice date unless otherwise

agreed upon;

b) for transactions paid to End-Users being CSO using

the Hosting Subscription Services: thirty (30) days from

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EDI - End-User Agreement

ARTICLE 5. DURATION AND TERMINATION OF THE AGREEMENT AND

BLOCKING OF THE IDENTIFIER

5.1. Duration and termination without cause

Business End-Users: the Agreement is concluded for a

duration of twelve (12) months, effective from the date on

which the End-User has activated an Identifier, registered

its End-User profile or started using any Services. After this

twelve-month period, the Agreement is automatically

converted into a subscription for an indefinite time.

Each Party can terminate the Agreement after the first

twelve-month period at any time, with due regard for a

notice period of one (1) month.

Consumer End-Users: the Agreement is concluded

for an indefinite time, effective from the date on which

the End-User has activated an Identifier, registered its

End-User profile or started using any Services. Each Party

can terminate the Agreement at any time, with due regard

for a notice period of one (1) month.

5.2. Termination for cause

EDI can terminate the Agreement as a whole – or, as the

case may be, partially - with immediate effect in the cases

listed below:

a) if it proves repeatedly impossible to carry out the direct

debit/automatic collection; or

b) in case of a filed petition of bankruptcy, suspension

of payments, debt restructuring, or placement in

receivership of End-User; or

c) in case of inappropriate use of the Identifiers or any

Services; or

d) in case of violation of this Agreement.

In the event that a particular update to the Platform,

Application or other change to the Services made by EDI

or LMS, including changes to digital content, causes a

material and adverse effect on the Consumer End User's

access to or use of the Services, the Consumer End User

may terminate the Agreement without notice within thirty

(30) days of the time when the digital content or digital

service has been modified.

5.3. Procedure to terminate and consequences

Termination of the Agreement can occur by sending an

e-mail to the other Party. If the End-User is terminating

the Agreement, it must indicate in said e-mail its name,

address, postcode, and the date of termination requested.

Upon termination of the Agreement, the End-User will

immediately return the Identifier(s) to EDI.

the invoice date for natural persons;

c) for all other receivables: forty-five (45) days.

4.3. Self-billing

In the situation that LMS invoices the Charging Sessions

and takes care of the payment traffic, the involved Parties

agree with the principle of self-billing by LMS, being LMS

issuing an invoice directly to the concerned End-User in

its own name and LMS paying out the fees to the CSO and

CPO in compliance. The terms of self-billing agreement

are specified in Annex I to this Agreement.

4.4. Records and complaints

To determine the amounts owed at any time (including

charging costs from any possible Charging Sessions in the

Partner Network), the records of EDI shall be used unless it

is demonstrated that the information is not correct.

Any possible complaints about an invoice must be reported

by End-Users via the e-mail address stated on the invoice

as soon as an error or inaccuracy is identified, however – in

case of Business End-Users – not later than within ten (10)

days from the invoice date.

4.5. Payment methods for Charging Sessions

Payment methods for Charging Sessions include:

a) in case of registered End-Users: monthly subscription

payments paid by way of direct debit authorization or

money transfer (only in case of registered End-Users), as

well as prepaid wallet;

b) in case of any End-User: prepaid (ad-hoc) payment

with usage of at least one of the following methods:

debit or credit card Visa, Visa Electron, MasterCard,

MasterCard Electronic, Maestro.

EDI reserves the right to modify the payment methods

and payment systems available on the Platform or the

Application in the future.

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EDI - End-User Agreement

5.4. Temporary blocking of the Identifier

EDI and LMS both have the right to block an Identifier or a

Charging Point temporarily or – in case of Identifiers - even

permanently, after a prior request to cease violation of the

Agreement, in the following cases:

a) in case of payment arrears of more than thirty (30)

days and/or if it proves repeatedly impossible to carry

out the direct debit/automatic collection; or

b) in case of non-compliance by the End-user with its

obligations as per Article 3; or

c) in case of a filed petition of bankruptcy, suspension

of payments, debt restructuring, or placement in

receivership of End-User; or

d) in case of inappropriate use of the Identifiers or any

Services.

5.5. Right of withdrawal (Consumer End-Users only)

Pursuant to article VI.47 of the Belgian Code of Economic

Law, the Consumer End-User has a period of fourteen

(14) days, starting from the date of conclusion of the

Agreement, to withdraw from the Agreement, without

giving any reason, and without incurring any costs. The

right of withdrawal shall be exercised by the End-User

within the above-mentioned withdrawal period, by filling

in the withdrawal form provided below (or any other clear

withdrawing wording, the use of the template form being

optional) and sending it via e-mail to EDI:

Template withdrawal form

To EDI:

- Addressee [name, full postal address and e-mail address

of EDI],

- I/We hereby give notice of my/our withdrawal

from the contract for the provision of the following

Services______________ [please indicate the subject matter

of the Agreement e.g. Agreement for the use of the electric

vehicle charging services] described in the Agreement,

- Date of conclusion of the contract …./…./……

- Full name of Consumer End-User(s)

- Address of Consumer End-User(s)

- Signature of Consumer End-User(s) (only if this form is

notified on paper),

- Date.

Should a withdrawing End-User have used the Services

prior to said period without EDI respecting the applicable

legislation or if the Services were not in conformity with the

Agreement, EDI shall not be entitled to claim any payment

for the Services so provided during this fourteen (14) days

period and will reimburse any payment made within

fourteen (14) days by using the same means of payment as

those used in the initial transaction, unless the Consumer

End-User expressly agrees to a different solution. In any

case, the Consumer will not incur any fees in connection

with this return.

If the digital content covered by the Services is not

delivered to a Consumer End-User, with the exception of a

Charge Card, Charge Token or other tangible medium for

the digital content, the Consumer End-User may withdraw

the Agreement without calling for the delivery of the digital

content covered by the Services:

a) if it is clear from EDI’s statements or the circumstances

that the digital content or digital service will not be

delivered, or

b) if the Parties have agreed, or it is clear from the

circumstances of the conclusion of the Agreement, that

a specific deadline for the delivery of the digital content

or digital service was of material importance to the

Consumer End-User and EDI has not delivered it within

that deadline.

The right to withdraw from the Agreement if the digital

content covered by the Services does not comply with the

Agreement is further described in Article 7.7.

ARTICLE 6. HELP DESK, COMPLAINTS AND MALFUNCTIONS

6.1. The help desk offers support services in connection

with questions and/or complaints of the End-User with

regard to the Services provided under the Agreement.

6.2. The help desk is available via the phone number that

is stated on the Identifier and also via the phone number,

email address or postal address of EDI as indicated in

Article 1.

6.3. Irrespective of any assignment made between EDI

and LMS, the End-User should address its complaints – if

any – to EDI, as indicated in this Article

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6.4. When making a complaint, the End-User should

indicate at least End-User name and contact details,

the subject matter of the complaint (i.e. description of

irregularities in the operation of the Services) as well as

the expected manner of settling the complaint. Before

making a complaint, the End-User should verify whether

the non-functioning or malfunctioning of the Service

is not due to reasons on End-User's side, in particular,

problems with Internet access on End-User's side or

power failure at a Charging Station or Charging Point.

The Business End-User is obliged to submit a complaint

no later than within one week from the end of the billing

period to which the End-User complaint apply (failure to

submit a complaint within this period will be deemed as

confirmation of the correctness of performance of the

Services by the Business End-User).

6.5. The submitted complaint shall be processed by

EDI without undue delay, no later, however, than within

fourteen (14) days from its submission also in the case of

statutory warranty claims.

6.6. Support via help desk is provided to the extent that it

is possible to remotely provide End-User with guidelines,

solutions or advice, as well as remotely implement possible

solutions. EDI does not provide any guarantee that the

help desk will provide solutions to any issued reported, in

particular in case the solution to a given problem cannot

be implemented remotely, in which case the End-User will

be informed on possible solutions it may independently

apply at site.

6.7. In case of a malfunction on a Charging Point or an

Identifier, an End-User must immediately contact the

phone numbers stated on the Charging Point or Identifier.

6.8. In case an End-User tries themselves to resolve the

malfunction, EDI and LMS shall not be not liable in any

manner for the damage that may result of such repair or/

and to the extent that the malfunction has been extended

due to End-User involvement.

ARTICLE 7. LIABILITY

7.1 . A Charging Point uses (whether or not public)

communication infrastructure, such as (mobile) internet

connections: the provision of Services may depend on

the availability of such communication infrastructure,

provided by external entities over which EDI and LMS have

no influence, i.e. payment operators, Internet providers

and telecommunications service providers. In particular,

unless otherwise provided by the law, EDI and LMS shall not

be liable for the non-conformity of the Services, including

the digital content provided, with the Agreement, as well as

damages and other consequences resulting from:

a) the incompatibility of the digital environment used by

the End-User with the technical requirements for the

use of the Services, including irregularities on the part of

the End-User's computer equipment or mobile devices,

or malfunctions of third party software used by the

End-User;

b) failure to comply with an obligation of required

cooperation in the provision of the Services of which the

End-User was informed prior to the conclusion of the

Agreement, in particular improper installation of the SIM

card by the End-User or failure to conduct or improperly

conduct integration tests of the Charging Point by the

CPO/CSO; or

c) incorrect configuration or incorrect operation of the

End-User profile or the Application by the End-User.

7.2. Unless otherwise provided by law, each End-User is

liable for any damage resulting of inappropriate or careless

use of a Charging Point and all associated materials that

are provided, such as Identifiers and charging cables, and

safeguards EDI and LMS against any claim by third parties

in this connection. End-User safeguards EDI, LMS and any

third parties involved in this Agreement against any claim by

third parties in connection with conducts or circumstances

that are at the expense and/or risk of End-User. In particular,

unless otherwise provided by law, EDI and LMS shall not be

liable for damages and other consequences resulting from

actions or omissions (including the bypassing or removal

of technical safeguards) of the End-User or any person the

End-User is responsible for or resulting from the failure by

the End-User or any person the End-User is responsible

for to comply with the Agreement or any rules of using the

Services or instructions from CPO/CSO or Charging Point

instructions.

7.3. Unless otherwise provided by law, the End-User is liable

towards EDI and LMS for any action and/or omission by

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third parties to which the End-User grants access to the

use of the Services as if they were actions and/or omissions

committed by the End-User themselves.

7.4. EDI and LMS are each liable for damage incurred by

an End-User as a result of an attributable shortcoming

of respectively EDI or LMS upon compliance with their

contractual obligations vis-a-vis the End-User, on condition

that the concerned End-User accordingly informs EDI and

LMS of this in writing within ten (10) business days after

the day on which the End-User has identified or could

have reasonably identified the shortcoming or illegitimate

action, thereby declaring EDI or LMS, to the extent legally

required, in default and granting a reasonable term to

still comply. The additional conditions as indicated in the

previous sentence do not apply to the Consumer End-User.

7. 5. Unless otherwise provided by the law or this Agreement

and unless the liability is the result of the willful intent or

gross negligence of EDI or LMS, the liability intended in

the previous section of this article is (if and to the extent

possible with due regard for mandatory provisions

regarding liability) (i) limited to the compensation of

direct damage up to a maximum of the amount equal to

six times the (average) monthly fee owed and paid by the

End-User for the relevant Services and (ii) excluded for any

indirect damage (e.g., loss of profit and income, goodwill,

consequential damage, receivables or penalties of third

parties).

7.6. The charging services provided under the Agreement

shall include the provision of access to a Charging Point

using services provided remotely, digitally as meant in

article 2 of Directive (EU) 2019/771. The CSO/CPO of the

concerned Charging Point is responsible for the provision

of electricity to the respective Charging Point, including

the actual enabling of (full) charging of the Electric Vehicle

and its efficiency. EDI and LMS are not liable if the Electric

Vehicle cannot (or cannot safely) be charged due to a

defect in the Charging Point, in the Electric Vehicle and/or

the tools used, such as charging cables.

7.7 If the digital content covered by the Services is not in

conformity with the Agreement, the Consumer End-User

may request it to be brought into conformity with the

Agreement, and EDI and LMS may refuse only if the request

is unjustified (e.g., in case they are not responsible for the

non-conformity in question) or if bringing it into conformity

with the Agreement is impossible or if it would require

excessive costs for EDI. Bringing the concerned Service

into conformity with the Agreement shall take place within

a reasonable time from the moment EDI is informed by

the Consumer End-User of the non-conformity with the

Agreement (complaint), at EDI’s costs. If bringing the

concerned Service into conformity with the Agreement

is impossible, requires excessive costs, does not occur

despite attempts to bring the concerned Service into

conformity with the Agreement, or if EDI has declared that

it will not bring the concerned Service into conformity within

a reasonable time or without excessive inconvenience to

the Consumer End-User, the Consumer End-User may

demand a proportionate price reduction, or, if the lack of

conformity is not insignificant, the Consumer End-User may

withdraw from the Agreement. The preceding sentence

shall also apply if the lack of conformity of the concerned

Service with the Agreement is so significant that it justifies

a price reduction or withdrawal from the Agreement also

without a prior request to bring the concerned Service into

conformity with the Agreement.

7.8. EDI is not obliged to comply with any obligation if

they are prevented from doing so as a result of a cause

that reasonably falls outside their sphere of influence,

including, but not limited to: force majeure, ruling by a

government or regulatory agency, epidemic/pandemic,

flooding, earthquake or similar natural disasters or

hardship circumstances, either concerning EDI directly

or any supplier or third party working for EDI to execute

the Agreement. After EDI, within five (5) business days,

has informed the End-User in writing of the occurrence

of such a cause or event, the provisions of this Agreement

– to the extent influenced by such a cause or event – are

suspended for as long as the cause or event in question

continues.

ARTICLE 8. PRIVACY

8.1. EDI and LMS will process any personal data in

compliance with any applicable privacy regulations,

including the GDPR and the Belgian legislation.

8.2. Upon offering Services, EDI processes certain data

of the End-User, its employees, representatives or other

personnel, including personal data. Personal data are

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ARTICLE 9. MISCELLANEOUS PROVISIONS AND APPLICABLE LAW

9.1. This Agreement is the only agreement applicable to

the Services.

9.2. EDI is authorised to develop and modify the operation

of the Website, the Platform or the Application, as well

as their functionalities, in accordance with its own

development plan, including introducing visual changes,

functional changes, changes in payment methods or

new Services. When such changes are introduced, if they

affect the scope or conditions of the Services provided

or the Agreement, EDI shall introduce such changes by

amendment to this Agreement as specified in this Article.

EDI may furthermore amend this Agreement during the

term of Agreement for important reasons, in particular if:

a) the Agreement needs to be adjusted due to changes in

the law or their interpretation by courts or administrative

bodies;

b) an amendment consists of adding new functionality

or Services, changing the scope of Services offered, and

adjusting the Agreement accordingly;

c) the amendment is necessary to correct obvious

mistakes, calculation errors, language errors, etc;

d) there is a change in the contractual relationship

between EDI and a third party to the extent affecting the

Services;

e) there is a change to the infrastructure of a Network

affecting the Services.

Amendments to this Agreement do not require a signed

form or conclusion of an annex to the Agreement and can

simply be communicated via e-mail or via the Platform.

Any change of the Agreement as a result of amendments

to the Agreement does not affect the Services performed

so far.

The End-User will be informed about any change of the

Agreement by making the content of the new Agreement

available to them via e-mail or via the Platform. The

End-User may be asked to expressly agree on the

amended wording of the Agreement, before further use of

the Services.

Amendment to the Agreement is effective upon its

acceptance by the End-User (for Consumer End-Users

and Business End-Users) or upon the lapse of one month

from the time the amended Agreement is made available

to the End-User without any remark from the End-User (for

Business End-Users).

If the End-User does not accept the amended Agreement,

the Agreement may be terminated in accordance with

the provisions of the Agreement within one (1) month of

receiving the amended Agreement. During the period

of notice, the previous provisions of the Agreement shall

apply.

EDI may work on the execution of the Agreement with

data that make it possible to identify a certain person,

such as name, address, and place of residence data. EDI

has a status of data controller of End-Users personal data,

as well as their personnel’s personal data. The details of

personal data processing activities by EDI are described

in EDI Privacy Policy available at https://www.edi.be/

privacy-policy and provided to End-Users via the Website

and via the Application.

8.3. Within the scope of the Assignment to LMS and as a

result of its own legal obligations (including accounting

and tax obligations related to invoicing services), LMS

also has a status of data controller of End-Users personal

data, as well as their personnel’s personal data. The

details of personal data processing activities by LMS

are described in LMS privacy policy available at https://

www.lastmilesolutions.com/privacy-policy/. Should

LMS proceed to other data processing activities for the

performance of the Agreement, it shall do so as a data

processor of EDI.

8.4. Some data relating to End-Users are collected

within the Network or through Partner Networks, for the

purpose of the invoicing and the associated administrative

requirements that are a part of payment traffic.

Furthermore, EDI/LMS can provide supplied personal data

to third parties in the context of the implementation of this

Agreement or if this is required by law. For the purposes

indicated above, and within the legally justified grounds,

the consent of the End-user is not required.

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subcontractors (including LMS) and shall also have the

right to transfer the rights and obligations under this

Agreement in part to LMS should the Services delivered

remain the same. The End User hereby already agrees in

advance to the (partial) transfer of their legal relationship

with EDI to LMS as described in this Agreement.

9.3. If any provision of the Agreement for whatever reason

were to be invalid or void or were to be annulled, the other

provisions remain fully effective and EDI will propose a

substitute provision whereby the purpose and tenor of the

provision that is to be replaced will be maintained as much

as possible.

9.4. The applicable law to this Agreement shall be Belgian

law. Apart of the case where exclusive court competence

is provided by law, and apart of disputes with Consumers

End-Users (who can submit their claims to any competent

court as might be provided per mandatory legislation),

any dispute shall be submitted to the exclusive jurisdiction

of the competent court of law in Brussels (Belgium).

ANNEX I. SELF-BILLING AGREEMENT AND AUTHORIZATION

1. The Parties hereby agree that, because of the scope

of Assignment provided under Agreement, LMS shall be

entitled to prepare self-billed VAT invoices on behalf of the

CSO for the payment of any remuneration due to CSO for

any supplies / services made to LMS in accordance with the

terms and conditions of the Agreement. The provisions of

this Annex I constitute a self-billing agreement as referred

to in Article 53, §2 and §3 Belgian VAT Act (BTW-Wetboek)

concluded by and between an End-User, being a CSO, and

LMS.

2. The invoice issued by LMS in self-billing procedure must

contain an information included by LMS that the invoice

is issued in the name and on behalf of the CSO (i.e., the

taxpayer specified in the invoice as the seller) and a

note "self-billing”. The numbering of these invoices will be

according to the order in which they are issued by LMS, i.e.,

LMS applies their own numbering scheme. LMS will issue

said invoice in electronic form, to which the CSO hereby

agrees.

3. Taking the above into account, LMS agrees to:

a. issue self-billed invoices for all supplies/services made

to them by the CSO in respect of the remuneration;

b. complete self-billed invoices showing the CSO’s name,

address and VAT registration number, together with all

other details which constitute a full VAT invoice;

c. inform CSO if the issue of self-billed invoices will be

outsourced to a third party.

4. CSO warrants that it is a taxpayer registered for VAT and

agrees:

a. to accept invoices issued by LMS and not to terminate

the authorisation to issue invoices under the self-billing

scheme described in this Annex until the expiry of the

Agreement;

b. not to issue any sales invoices for the transactions

covered by this Agreement and self-billing agreement

as described herein;

c. to notify LMS immediately, not later than within one (1)

business day if CSO changes its VAT registration number,

or ceases to be VAT registered, or sells their business, or

part of their business.

5. LMS represents to issue invoices, correction invoices

and duplicate invoices in accordance with the regulations

that apply in this regard, in particular the Belgian VAT

Act (BTW-Wetboek) and the executive provisions issued

based thereon.

6. Parties are obliged to comply with the procedure for the

verification and approval of individual invoices by the CSO

as it is specified below:

a. Each invoice issued in accordance with this Annex

by LMS under the CSO’s self-billing authorisation will be

available for the CSO to download from the Platform

or will be made available electronically, i.e., sent to the

CSO’s e-mail address.

b. Invoices posted in the Platform will be made available in

PDF format and by enabling the Purchaser to download

those invoices, as well as other files in a format enabling

the transfer of data to the accounting system, taxpayer

will be allowed to store invoices, correct invoices and

make duplicates of these documents.

c. LMS must inform the CSO via the Platform or by email

that an invoice has been issued in their name and on their

behalf and that they may comment on the contents of

the invoice within three (3) working days as of the issue

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of the invoice.

d. The invoice will be deemed approved by the CSO if the

CSO makes no remarks to its contents within three (3)

working days as of the issue of the invoice.

e. If an error is found in an invoice, the CSO must

immediately notify LMS by sending an information about

the type of errors found by e-mail to the LMS’s address.

This Annex – a self-billing agreement - shall commence

and be valid for the time of the Agreement between EDI

and the concerned End-User, unless terminated earlier

by the Parties in accordance with the Agreement. This

self-billing agreement may be terminated only together

with the Agreement.

ANNEX II. TECHNICAL REQUIREMENTS AND SECURITY MEASURES

1. ELECTRIC VEHICLES

The charging services at a given Charging Station shall be

available exclusively to holders of Electric Vehicles which

meet the technical requirements of such a Charging

Station, as indicated in the Application, on the Website

and/or in the manual for the Charging Station.

2. USER PROFILE

Registration of an account on the Website or in the

Application is necessary to use the Services provided for

registered End-Users. Use of the charging services by an

unregistered driver of an Electric Vehicle does not require

an End-User profile registration.

3. WEBSITE

In order to use the Services on the Website, the End-User

shall have computer equipment or a mobile device with

access to the Internet and a web browser meeting the

standards indicated by EDI. It may also be necessary to

enable necessary cookies to properly provide the Services.

4. E-MAIL ADDRESS

In order to use the Services, the End-User must have an

active email address.

5. MOBILE APPLICATION REQUIREMENTS

In order to use the Services available in the Application, the

End-User needs to have a mobile device equipped with

an Android operating system version 5.1 or higher or iOS

operating system version 11.0 or higher (in accordance

with the requirements indicated in the applicable mobile

application distribution channel) with access to the

Internet, download and install the Application. In order

to use the Application on an ongoing basis, an Internet

connection shall be required.

6. CHARGING POINTS

In order to be covered by the Services, the Charging

Stations and private Charging Points must meet the

communication standards required for the Platform

(OCPP communication protocol) and be equipped with a

SIM card.

SIM cards are provided by EDI and delivered – within Belgium

– at EDI’s own expense, unless otherwise specified in the

Agreement or any other agreement between EDI and the

End-User. The installation of the SIM cards in the Charging

Station or private Charging Point, the adjustment of the

Charging Station or private Charging Point to the possibility

of communication with the Platform and the performance

of integration tests are the responsibility of the End-User,

unless otherwise specified in the Agreement or any other

agreement between EDI and the End-User. The End-User

also bears the costs of telecommunication services

connected to the Charging Station or private Charging

Point communication with the Platform. SIM cards remain

the property of EDI. Hosting Subscription Services may be

rendered only after prior proper installation - by CSO - of

the SIM card and integration of the Charging Point with the

Platform (including the integration test conducted by CSO,

where required).

7. ADDITIONAL TECHNICAL REQUIREMENTS

If necessary, EDI shall provide the End-Users with

additional information regarding technical measures

to protect the account, the use of Services and other

digital content provided, as well as information relevant

to the interoperability of the Services with the End-User’s

computer hardware and software.

8. SECURITY

EDI, LMS and their subcontractors, take a number of

measures to secure data processed on the Website

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at the highest possible level, including by using data

transfer security, securing websites and software against

cyber-attacks, and updating used IT tools. In particular,

SSL encryption (used to secure data transmission over

the Internet) and SEPA integration protocol (banking

interface), are used in connection with Services.

9. NOTICE OF RISKS

Although EDI and LMS use all appropriate security

measures, the End-User should keep in mind that no

security measure can eliminate 100% of all risks and

threats, especially those related to the use of the Internet or

mobile devices as such. Such risks may include malware,

spyware, SPAM, phishing, hacking and cryptanalysis.

Also, the manner in which the End-User uses the Services,

including, but not limited to, exercising caution when using

the Internet, and having your own anti-virus software,

affects the level of risk to services provided electronically.

10. PROHIBITION

The User may not introduce to the Website content of an

unlawful nature, violating the law or good morals, including

in particular the introduction of any malicious software or

tracking software.

11. BREAKS

Temporary interruptions in the operation of the Website or

the Application are possible for the purpose of carrying out

maintenance, repair and development works, in particular

for the purposes of updating and expanding the Website

or the Application - provided that the scope of work justifies

such a break.

EDI or LMS will inform the End-Users in advance of any

planned interruptions in the operation of a given Service.

Interruptions in the availability of the Services may also

occur for other reasons beyond the control of EDI or

LMS, including interruptions in electricity supply, Internet,

telecommunications problems, communication problems

or other external causes. EDI will notify End-Users about

such failures or external obstacles that may affect the

availability of the Services, immediately after receiving

information about such circumstances.

12 . UPDATES

The End-User profile (on the date of its registration

and activation) and the Application (on the date of its

installation) are made available to the End-User as the

latest available versions thereof.

The Application and the Platform may be updated

from time to time, in particular in order to implement

technological changes, new functionalities, changes

to the security features used, as well as to maintain the

compatibility of the Services provided with the Agreement.

Whenever an update of the Application or the Platform is

required or is otherwise necessary for the correct use of

the Services, such update shall be made available to the

End-User at no additional cost. The use of an updated

Application generally requires that the updated version

of the Application is installed on the mobile device in

accordance with clause 5 above. If EDI indicates that an

update is required, this means that if the update is not

installed, the availability of the Services or functionality

may be restricted, access to the End-User profile may

be limited, the effectiveness of security may be impaired

or other malfunctions of the Services may occur. EDI will

provide reasonable advance notice of required updates.

EDI shall not be liable for any non-compliance of the

Services with the Agreement resulting from the End-User's

failure to install the required update within the indicated

timeframe or, failing that, within a reasonable time.