Chargetrip is a software company dedicated to providing accurate mechanical energy predictions for any electric vehicle, along any route, for past, present, and future scenarios via its proprietary, highly flexible routing engine. The Chargetrip routing engine is part of the Chargetrip Platform, which includes amongst others, the Chargetrip API, - no-code solution and widgets, -routing engine, -premium vehicle functionality, -custom station database, -dashboard, and -BI tooling (the Chargetrip Platform).

Chargetrip Policies means our policies as made available via the Chargetrip Websites.

Chargetrip Website(s) means any of the following websites: www.chargetrip.com, www.evalo.com.

Incident means a defect of the Chargetrip Platform that materially affects the availability, functioning and/or performance of the Chargetrip Platform.

Plan means the selected option with the related Chargetrip features, i.e. Lite and Standard. The Enterprise Plan is governed by the Order Form.

Problem means a fault in the Chargetrip Platform, identified based on repeating Incidents with similar symptoms.

When you use our services, you do so either:

1. on your own behalf (Individual User); or

2. on behalf of your employer or another company or organization (your Organization). When you are using the services on behalf of that Organization, you qualify as an Authorized User.

All references to “you” and “yours” may refer to you as an Individual User or Authorized User, or your Organization.

By checking the acceptance box when registering for the Chargetrip dashboard, you enter into an agreement with us as of that date (Effective Date). Your agreement with us is governed by these Terms of Service and the Chargetrip Policies (Agreement). 

These Terms of Service (Terms) apply to your use of the Chargetrip Websites, the Chargetrip Platform and related services, along with any associated software applications, technology, and websites, any order, purchase, or otherwise obtaining access to the Chargetrip Platform, including the Chargetrip dashboard, and related services, and any payment in relation to the Chargetrip Platform and related services.

You enter into the Agreement with Chargetrip B.V. or Chargetrip Inc., depending on whether you are an Authorized User or an Individual User, and on your - or your Organization's - location.

1. For Authorized Users: if your Organization is located in the United States of America, Canada, or Mexico, the Agreement is with Chargetrip Inc. In all other cases, your Organization’s Agreement is with Chargetrip B.V. Or, if your Organization has entered into a separate written agreement with us that has been signed by both your Organization and us (for example, an Order Form), the terms of that agreement will govern your and your Organization’s use of the Chargetrip Platform. In the event of any conflict or inconsistency between that agreement and these Terms and Chargetrip Policies, that agreement will take precedence.

2. If you accept these Terms on behalf of your Organization, you warrant that you have full legal authority to accept the Agreement on behalf of your Organization and to bind your Organization legally.

3. For Individual Users: if you are based in the United States of America, Canada, or Mexico, your Agreement is with Chargetrip Inc. In all other cases, your Agreement is with Chargetrip B.V.

All references to “Chargetrip,” “we,” “us,” and “our” refer to the applicable entity as determined above or in your Organization’s written agreement. The full details of each Chargetrip entity are as follows:

1. Chargetrip B.V., incorporated under the laws of the Netherlands, with its headquarters located at Lijnbaansgracht 57, 1015 GS, Amsterdam, the Netherlands, registered with the Dutch chamber of commerce under number 65426959.

2. Chargetrip Inc., a Delaware company with its headquarters located at 169 Madison Ave, STE 11865, New York, NY 10016, United States of America, registered with the trade register of Delaware under number 3163022. 

You and us are hereinafter collectively also referred to as the Parties and individually as a Party.

Notwithstanding the foregoing, these Terms and the Chargetrip Policies may be modified from time to time without prior notice to you. Such modifications will be effective upon posting on our Websites or otherwise notifying you. If you do not agree with any of such modifications, you can terminate your Agreement in accordance with clause 15.

We shall (a) make the Chargetrip Platform available to you as "software as a service" (i.e. the Chargetrip Platform is made accessible to you via the internet on an "as is" basis), and (b) provide you with maintenance and support services in connection with the Chargetrip Platform in accordance with these Terms.

We will grant you access to the Chargetrip API and the Chargetrip dashboard (together the Chargetrip Services), which allows you to provide, insofar as applicable, your employees and representatives, and end users (Permitted Users) access to functionality of the Chargetrip Services. You may not sublicense, assign, or otherwise transfer your rights without our prior written consent. We may revoke your rights immediately if you breach the Agreement.

You are responsible for all activities that occur under the Chargetrip Services, including under the workspaces and projects managed by you (Customer Environments), regardless of whether you undertake the activities, one of your employees or representatives, or any other party. Except to the extent caused by our attributable breach of these Terms, we are not responsible for any unauthorized access to Customer Environments.

You are responsible for configuring and maintaining your business logic within the Chargetrip dashboard.

We may modify the (functionality of the) Chargetrip Platform from time to time. 

We shall use commercial reasonable efforts to ensure availability of (i) major release n and minor releases n-1 and higher of the Chargetrip Platform, and (ii) for a period of 12 months, deprecated Chargetrip API queries, mutations and subscriptions (together the Supported Versions). 

We shall use commercially reasonable efforts to respond to Incidents and Problems related to the Supported Versions between 9:00 and 18:00 CET from Monday to Friday, excluding statutory holidays in the Netherlands. You can report Incidents and Problems to support@chargetrip.com. We perform maintenance, and shall use commercially reasonable efforts to schedule system down-time during off-peak hours.

You shall retain ownership of your own and your Permitted Users’ data stored in and processed through the Chargetrip Platform, including any modifications, enhancements, and updates (Customer Usage Information).

We shall use your Usage Information solely for the provision of the Chargetrip Platform and related services, and to monitor compliance with this Agreement.

We may use your Usage Information for aggregation, and such aggregated and anonymized data may be used by us both during and after the term of the Agreement to gain insights, develop new services, and review and improve services.

You shall, and shall procure that your Permitted Users shall (a) use the Chargetrip Platform only for its intended purposes, (b) when providing the Chargetrip API, include a clear and visible attribution consisting of the phrase "Powered by Chargetrip" along with a logo, displayed in a form, size, and placement as indicted by us, (c) use the Supported Versions of the Chargetrip Platform to ensure compatibility, security, and access to support, (d) prevent unauthorized access to or use of any elements of the Chargetrip Platform by any person or entity, and notify us promptly after suspecting or becoming aware of any such unauthorized access or use via security@chargetrip.com, and (e) use the Chargetrip Platform in accordance with our documentation and instructions and in accordance with mandatory applicable laws. 

You shall not, and shall procure that your Permitted Users shall not (a) create derivative works, decompile, decrypt, disassemble, modify, scrape, or reverse engineer any part of the Chargetrip Platform in any way, (b) send, store or authorize a third party to send or store, spam, unlawful, infringing, obscene or libellous, material, or any harmful code through or with the Chargetrip Platform, (c) attempt to gain unauthorized access to, or disrupt the integrity or performance of any elements of the Chargetrip Platform, (d) delete or alter any disclaimers, warning, copyright or other proprietary notices accompanying the Chargetrip Platform, (e) access any elements of the Chargetrip Platform with an intention to probe, scan or test the vulnerability of any systems or networks, or the breach or circumvent any security or authentication measures, (f) use the Chargetrip Platform and its rights granted under the Agreement in any manner that could damage, disable, overburden or impair the Chargetrip Platform or us, (g) cache any of the results from the use of the Chargetrip Platform or services, and (h) use the Chargetrip Platform in such a way that the limits set for the Lite Plan are bypassed: for example, it is not allowed to rotate x-clients-ids from multiple workspaces or Permitted User accounts to that effect.

In the event of suspected non-compliance with any of the provisions of clause 7.2 or other unlawful acts, we may suspend your and your Permitted User’s access to the Chargetrip Platform without incurring any liability. 

Depending on the Plan you have selected, your use of the Chargetrip Platform and our services may be subject to fees for consideration. Such fees are indicated on the Website and are dependent on the Plan and, if indicated, the add-ons and the services you have ordered. Some fees are payable per month in advance, and some in arrears based on use according to our administration. With reference to clause 3.5 of these Terms, Chargetrip Inc. charges in USD and Chargetrip B.V. in EUR. You will bear the exchange risk, should there be any.

The fees may be subject to change from time to time at our sole discretion. 

Our fees are exclusive of VAT or other applicable taxes. You are responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the supply of the Chargetrip Platform, other than our income and property taxes.

If any amounts due to us are 15 days or more overdue, then we may, without limiting our other rights and remedies, suspend performance of our obligations under the Agreement (including but not limited to your access to the Chargetrip Platform) until such amounts have been paid in full. We shall give you at least 7 days’ prior notice of any such suspension.

In this clause 9, reference to Chargetrip Platform includes the results of any related services.

Except as expressly provided, nothing in the Agreement shall transfer, assign, license or otherwise grant any Party any right or interest in the other Party's intellectual property rights.

All intellectual property rights in the Chargetrip Platform are vested in us and our licensor(s), and you will acquire no rights therein.

You grant and, where applicable, sublicense to us, for the term of the Agreement, the non-exclusive right to use trademarks, service marks, logos, names, and trade dress of you and your affiliates to the extent necessary to perform our obligations under the Agreement.

You shall notify us promptly after becoming aware of a claim that the Chargetrip Platform or any elements thereof infringe the intellectual property rights of a third party. You shall permit us to conduct any negotiations and litigation to settle such claim, you shall not make any admission in respect of such claim without our prior written consent, and you shall upon our request immediately cease all use of the Chargetrip Platform or elements thereof, and ensure that your Permitted Users do the same.

We shall notify you promptly after becoming aware of a claim that the Chargetrip Platform or any elements thereof infringe the intellectual property rights of a third party, and we shall take one of the actions contemplated by clause 9.7.

If the Chargetrip Platform or any elements thereof are alleged to, or are held to, constitute an infringement of the intellectual property rights of a third party, then we may do any or all of the following, at our own option and sole discretion (a) make all reasonable attempts to procure for you the right to continue using allegedly infringing elements, (b) modify or replace the allegedly infringing elements so as to avoid the infringement, or (c) while giving notice as soon as reasonably possible, terminate your and your Permitted Users’ access to the infringing elements of the Chargetrip Platform (or the complete Chargetrip Platform if required in our reasonable opinion).

Our obligations under clause 9.7 shall constitute your sole remedy in relation to any infringement claims made in relation to the Chargetrip Platform or any elements thereof. 

We shall have no obligations under clause 9.7 if you have not met your obligations under clause 9.5 in full or the (alleged) infringement is caused by any use of the Chargetrip Platform or any elements thereof (a) by you or a Permitted User in breach of the Agreement or our documentation or instructions, or (b) in combination with equipment, software or other devices not approved by us. 

Capitalized terms used in this clause have the meanings assigned to them in the GDPR.

We each act as a Controller of Personal Data. Each Party will (a) ensure that it has all necessary and appropriate consents and notices in place to enable the lawful transfer of the personal data to the other Party, (b) if one Party receives a subject access request in relation to Personal Data held by the other Party, do all things as are reasonably necessary to assist the Party in receipt of the subject access request to perform such compliance obligations, and (c) ensure that it puts in place appropriate technical and organizational controls to ensure that Personal Data is protected against unauthorized or unlawful processing and against accidental loss or destruction or damage.

Confidential Information means any information (in any form) relating to the Chargetrip Platform or the services provided under this Agreement, your and our business, and any other information (in any form) that has been disclosed by or on behalf of a Party in confidence, or which by its nature ought to be regarded as confidential.

Each Party shall, both during the term of the Agreement and for a period of 2 years thereafter, keep the Confidential Information of the other Party confidential and not disclose such Confidential Information to any third party without the other Party's prior written consent.

Clause 11.2 does not prevent a Party to disclose information, which (a) was already in its possession without an obligation of confidentiality at the time of disclosure, (b) was already in the public domain at the time of disclosure, except as a result of a breach of the Agreement, or (c) is required to be disclosed by applicable law or the rules of a relevant stock exchange, provided that the disclosing Party, insofar as legally allowed, promptly notifies the other Party of its requirement to disclose, and co-operates with the other Party in avoiding or limiting the disclosure.

Each Party shall (a) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Agreement, (b) only make Confidential Information available to employees and/or subcontractors on a need-to-know basis, and only after having made sure that such employees and/or subcontractors are bound by confidentiality obligations that are at least as strict as those in the Agreement, and (c) upon the other Party's first written request, promptly return to the other Party all Confidential Information in its or any of its subcontractors' possession.

WE ARE TO THE EXTENT PERMITTED BY LAW, NOT LIABLE TO YOU OR YOUR PERMITTED USERS FOR ANY DAMAGES WHATSOEVER AS A RESULT OF THE PLATFORM, OUR SERVICES, YOUR OR YOUR PERMITTED USERS’ USE OF THE PLATFORM, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR SPECIFIC PERFORMANCE ARISING OUT OF OR RELATING TO THE PLATFORM AND/OR THE AGREEMENT, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR USE OR COST OF SUBSTITUTIONAL SOLUTIONS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. SHOULD MANDATORY LAW DICTATE OTHERWISE, WE AGREE THAT OUR TOTAL LIABILITY TOWARDS YOU, INCLUDING ANY AND ALL PERMITTED USERS, WILL NEVER EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE LIABILITY.

PERMITTED USERS OF THE FUNCTIONALITY OF THE CHARGETRIP PLATFORM ARE FULLY RESPONSIBLE FOR THEIR RELIANCE ON THE SUGGESTED ROUTES, MUST COMPLY WITH TRAFFIC LAWS, AND ARE AWARE THAT ROAD INFORMATION (SUCH AS SIGNS AND TRAFFIC SIGNALS) TAKE PRECEDENCE OVER ANY DIRECTIONS. WE ACCEPT NO LIABILITY FOR ANY LOSS OR DAMAGE SUFFERED BY A PERMITTED USER IN FOLLOWING A SUGGESTED ROUTE.

THE EXCLUSIONS AND LIMITATION OF LIABILITY IN THIS CLAUSE 12 SHALL NOT APPLY TO LIABILITY ARISING OUT OR IN RELATION TO A PARTY’S (OR ITS DIRECTORS, EMPLOYEES OR REPRESENTATIVES) WILFUL INTENT, FRAUD OR GROSS NEGLIGENCE.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS, US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS AND SUPPLIERS, FROM AND AGAINST ALL CLAIMS, LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, ARISING FROM OR RELATING IN ANY WAY TO YOUR USE OF AND/OR YOUR CONDUCT IN CONNECTION WITH THE PLATFORM AND OUR SERVICES OR YOUR DATA AND YOUR CONDUCT IN CONNECTION WITH OTHER USERS, OR ANY VIOLATION OF THESE TERMS OF SERVICE, ANY LAW OR THE RIGHTS OF ANY THIRD PARTY.

Force Majeure Event means any event or cause beyond the reasonable control of the impacted Party, including quarantine restrictions, transportation embargoes, non-Chargetrip software, -hardware or -data, failure or delay of the internet, (D)DOS attacks, non-performance or late performance of suppliers of Chargetrip. 

If a Party is prevented from or delayed in performing any of its obligations under the Agreement by a Force Majeure Event then (a) its obligations under the Agreement shall be suspended for as long as the Force Majeure Event continues, but only to the extent that the Party is prevented or delayed from performing them, (b) as soon as reasonably possible after the start of the Force Majeure Event, the impacted Party shall notify the other Party of the nature of the Force Majeure Event, the time at which the Force Majeure Event started and the likely effects of the Force Majeure Event on its ability to perform its obligations under the Agreement, and (c) as soon as possible after the end of the Force Majeure Event, the impacted Party shall notify the other Party that the Force Majeure Event has ended, and shall resume performance of its obligations under the Agreement.

WE PROVIDE THE CHARGETRIP PLATFORM ON AN “AS IS” BASIS. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR FREE FROM ERRORS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The provisions of this clause do not affect any of your legal rights under applicable mandatory national legislation, including but not limited to any mandatory statutory warranties. If any part of this limited warranty is held to be invalid or unenforceable, the remainder of the limited warranty shall nonetheless remain in full force and effect.

This Agreement enters into effect on the Effective Date for an indefinite term, unless terminated in accordance with these Terms. We may suspend or terminate immediately if you breach these Terms or if required by law.

You may terminate the Agreement at any time by deleting your account via “Edit Profile”. If you subscribed to a paid Plan, such termination will take effect at the beginning of the following payment period. If you subscribed to the Lite Plan, termination takes immediate effect.

We may terminate the Agreement, in whole or in part, with prior notice (a) in case you breach any of the terms and conditions of the Agreement which you do not remedy within 14 calendar days upon notification, unless it concerns a payment failure in which case notification is not required, or (b) in case you or one or more of your Permitted Users have not signed into your or their account or made use of the Chargetrip Platform using your access credentials for a continuous period of 90 calendar days, or (c) in case of a Force Majeure event that continues for more than 60 consecutive calendar days. A series of Force Majeure Events, whatever the nature of the events, of no more than 3 days apart, are considered consecutive, or (d) if an insolvency event has occurred, or (e) for any reason, by taking into account a notice period of thirty 30 calendar days.

We are entitled to change or cease providing any Plan that is free of charge at any time. If we intend to change a Plan, or parts thereof, that is free of charge into a paid Plan or add-on in the future, we will notify you of such intention. In that case, you may choose to either continue your use of the Platform or services against the applicable Fee or to terminate the Agreement in the manner outlined in these Terms of Service.

The Parties waive the right to rescind the Agreement.

On the effective date of termination or expiry of the Agreement (a) all rights granted by us to you, including any rights granted by you to any Permitted Users, under the Agreement will cease to exist, and your and your Permitted Users’ access to and right to use the Chargetrip Platform will end, (b) you shall promptly cease use of the Chargetrip Platform and all other intellectual property rights of us, and ensure Permitted Users do the same, and (c) each Party shall cease use of the other Party’s Confidential Information and return the same upon the other Party’s written request. 

Termination or expiry of the Agreement shall not affect a Party's accrued rights and obligations at the time of termination. Notwithstanding the termination of the Agreement, all rights and obligations of the Parties, which by their nature survive the termination of the Agreement, shall survive such termination.

We will not be obliged to pay any compensation for damage resulting from the termination or other method of ending the Agreement. For the avoidance of doubt, we will not refund any unused fees.

No addition, amendment, or modification of the Agreement shall be effective for us unless it is in writing and signed by and on behalf of all parties.

You waive your rights to set off any amounts due by you under the Agreement and to suspend your performance under the Agreement. 

We may assign, sub-contract, or transfer any of our rights under the Agreement. You may not assign, sub-contract, or transfer rights and obligations under the Agreement without our prior written consent. Any attempted assignment in violation of this clause 17.3 shall be void and have no legal effect.

Except as expressly provided in the Agreement, only a Party or a Party's permitted assignees or successors may enforce the terms of the Agreement.

At our request, you will share usage data insights of the Chargetrip Platform to help assess its effectiveness.

If any provision of the Agreement is held to be invalid or unenforceable, then such provision shall (insofar as it is invalid or unenforceable) be given no effect and shall be deemed not to be included without invalidating any of the remaining provisions of the Agreement. The parties shall then replace the invalid or unenforceable provision with a valid and enforceable substitute provision, with an effect that is as close as possible to the effect intended with the invalid or unenforceable provision.

No provision of the Agreement creates a partnership between the Parties or makes a Party the agent of the other Party for any purpose. A Party has no authority to bind, to contract in the name of, or to create a liability or obligation for the other Party in any way or for any purpose.

Any formal communication, eg, a claim or complaint, shall have to be sent to legal@chargetrip.com with a detailed description. Notices are effective upon receipt.

We may disclose that you are one of our customers in our advertising or promotional material. Within 1 month after the Effective Date, we may request your participation in a case study about your use of the Chargetrip Platform, which we may use and distribute for our advertising and promotional materials.

When the Agreement is with Chargetrip B.V.:

1. The Agreement, and any and all disputes, controversies or claims arising out of or in relation to the Agreement and/or any further contracts resulting therefrom, shall be exclusively governed by, and interpreted in accordance with, the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. 

2. Any disputes, controversies, and claims arising out of or in connection with the Agreement and/or any further contracts resulting therefrom shall be exclusively referred to the competent court residing in Amsterdam, the Netherlands. 

When the Agreement is with Chargetrip Inc.:

1. The Agreement, any usage by you or on your behalf of the Chargetrip Platform, and any dispute arising under or in connection with it, including any non-contractual claims and disputes, is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law rules. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. 

2. Any dispute arising out of the Agreement will be settled exclusively through binding arbitration held in New York, NY. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. 

3. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation of intellectual property rights or breach of confidentiality. The prevailing party in any dispute hereunder will be entitled to recover its reasonable attorney’s fees and costs.