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1.1 The subject of these general terms and conditions (hereinafter: “terms and conditions”) is the delivery of charging systems for electric vehicles consisting of charging stations with accessories (hereinafter: hardware) including an optional installation and/or maintenance service by ĢƵ and an also optional e-mobility software as a service solution (hereinafter: SaaS) by ĢƵ GmbH, Landsberger Str. 318a, 80687 Munich (hereinafter: ĢƵ) to entrepreneurs in Sine Section 14 BGB, legal entities under public law or public special legal funds (hereinafter: “customers”). The charging system is modular and can be operated analogously (without SaaS) or digitally (with SaaS). ĢƵ and customer are referred to jointly as “parties” below.
1.2 These terms and conditions exclusively govern the legal relationship between ĢƵ and the customer. They therefore also apply to all future business relationships, even if they are not expressly agreed again. ĢƵ does not recognize any terms and conditions of the customer that conflict with or deviate from these terms and conditions, unless ĢƵ has expressly agreed to their validity in writing. Individual agreements made between ĢƵ and the customer in individual cases (including ancillary agreements, additions and changes) take precedence over these terms and conditions.
1.3 The provisions in this Part A of the terms and conditions apply to all ĢƵ services covered by Section 1. For the delivery of hardware by ĢƵ to the customer, Part B of the terms and conditions applies in addition to Part A. For the installation of the hardware by ĢƵ, Part C applies in addition to Part A. For the maintenance of the hardware by ĢƵ, Part D applies in addition to Part A. For the transfer of SaaS by ĢƵ to the customer, Part E of the terms and conditions applies in addition to Part A.
2. Conclusion of contract
2.1 ĢƵ offers are subject to change.
2.2 Customer orders are considered a binding contract offer. Unless otherwise stated in the order, ĢƵ is entitled to accept the contract offer within 14 days of receipt of it.
2.3 A contract between ĢƵ and the customer for the delivery of a charging system (hereinafter: individual contract) is only concluded upon written or digital order confirmation by ĢƵ. The specific number of charging systems, accessories and SaaS licenses ordered and, if applicable, further details of the specific scope of services and price conditions are set out in the order confirmation from ĢƵ.
2.4 The order confirmation can be declared either in writing or by delivery of the goods to the customer.
3. Prices
3.1 The prices and fees agreed in the individual contract apply.
3.2 Prices are exclusive of statutory sales tax, where applicable.
3.3 When purchasing by mail order, the customer bears the costs of transport ex warehouse and the costs of any transport insurance requested by the customer. The customer is also responsible for any customs duties, import taxes, or other charges that may apply when shipping to certain countries.
4. Delivery and service time, partial services, subsequent change of service, subcontractor
4.1 Delivery and execution deadlines are agreed with the order in the individual contract or the order confirmation.
4.2 If no special agreement has been made on the performance period, ĢƵ has the right to set the performance time in a binding manner at its reasonable discretion.
4.3 ĢƵ is entitled to make partial deliveries, unless this is unacceptable for the customer.
4.4 ĢƵ may also provide the contractually owed services through a subcontractor.
4.5 A request for change by the customer is defined as requests for changes made by the customer with regard to the agreed specifications or other features of the services, insofar as these differ from the original contract content of the respective individual contract.
4.6 ĢƵ is not required to review a change request.
4.7 ĢƵ will freely evaluate and request the amendment
Consider changes in exchange for appropriate additional compensation.
4.8 Delivery and performance times will change after agreement on an amendment request in accordance with ĢƵ's discretion.
5th Customer name as a reference
ĢƵ is entitled to name the customer as a reference on its website and in other media for advertising purposes, provided that the data protection requirements for this are met. The customer can object to the name as a reference at any time.
6. Data protection
6.1 Insofar as ĢƵ can access personal data of the customer or from its area, it acts exclusively as an order processor. It will therefore only process and use this data to execute the contract. ĢƵ will comply with the customer's instructions for handling this data. The customer bears any adverse consequences of such instructions for the execution of the contract. The customer will separately agree with ĢƵ on the details of how ĢƵ will handle the customer's data in accordance with data protection requirements. The customer remains responsible both in general in terms of contract and in terms of data protection law. If the customer processes personal data in connection with the contractual relationship, he guarantees that he is entitled to do so in accordance with the applicable data protection regulations and, in the event of a breach, releases ĢƵ from third-party claims.
6.2 The customer is responsible for the processing of personal data vis-à-vis the data subject, unless ĢƵ is responsible for claims made by the data subject due to a breach of duty attributable to him or her. The customer will duly review, process and answer any inquiries, requests and claims made by the person concerned. This also applies if the person concerned makes use of ĢƵ. ĢƵ will provide the customer with appropriate support in fulfilling its obligations.
7. Material defect - rights, obligations, claims
7.1 The assertion of rights and claims in the event of material defects in sales contract services and services within the meaning of § 433 and §650 BGB requires that the customer complies in writing with his obligation to examine and give notice of defects in accordance with § 377 and §381 para. 2 HGB. The customer must report defects in writing immediately after they have been discovered.
7.2 The customer's inspection and complaint obligations do not apply to services that are subject to acceptance by the customer.
7.3 The rights and claims of the customer in the event of material defects in sales and work contract services and services within the meaning of §650 BGB shall be governed by the statutory provisions, unless otherwise provided for in the following provisions.
7.4 A material defect exists if the purchased item, the work contract or service within the meaning of Section 650 BGB does not have the agreed quality.
7.5 In the event of defects that occur, ĢƵ shall, at the customer's request, provide subsequent performance at ĢƵ's option by eliminating the defect (repair) or by delivering a defect-free item (new delivery) or — in the case of services contracted for work — by manufacturing a new work (new production). Within a reasonable period of time, the customer may demand a type of supplementary performance other than the one chosen by ĢƵ if the type of subsequent performance chosen by ĢƵ is unreasonable for him. ĢƵ's rights under §635 para. 3, §439 para. 3, §275 para. 2 and §275 para. 3 BGB remain unaffected by this.
7.6 If the customer sets ĢƵ a reasonable deadline for subsequent performance and if the subsequent performance fails within this period, the customer has the rights to reduce or withdraw from the contract. The customer is only entitled to withdraw and claim compensation instead of the entire service in the event of significant defects. Liability and compensation are limited in accordance with §8. The setting of a grace period, the declaration of withdrawal and the assertion of compensation in lieu of payment must be effective in writing. A deadline by the customer is not necessary in the cases specified by law in Section 281 Paragraph 2, Section 323 Paragraph 2 and Section 440 BGB.
7.7 Contrary to the legal regulations, after the fruitless expiry of a period set by him for subsequent performance, the customer may only withdraw from the contract and/or claim compensation in lieu of the performance if he notifies ĢƵ of this at the latest at the time the deadline is set.
7.8 ĢƵ is not liable if processing or changes to the contractual services have been made by the customer or by third parties commissioned by the customer, unless the customer proves that defects that have occurred are not attributable to this.
7.9 If there are no claims or rights on the part of the customer against ĢƵ as a result of the reported defect, ĢƵ is entitled to charge the customer for the expenses it has incurred as part of the investigation in accordance with ĢƵ's current prices.
7.10 Notwithstanding §438 para. 1 No. 3 and §634a para. 1 No. 1 BGB, claims made by the customer due to a defect expire after twelve (12) months. The limitation period begins from delivery for sales contract services and services within the meaning of §650 BGB and from acceptance for work contract services. Otherwise, the statutory statutes of limitations apply.
8. Liability
8.1 ĢƵ is fully liable for intent, gross negligence and culpable injury to life, body or health.
8.2 Notwithstanding cases of unlimited liability in accordance with Section 8.1, ĢƵ is liable for slightly negligent breach of duty only in the event of a breach of essential contractual obligations, i.e. obligations whose fulfilment makes the proper execution of the contract possible in the first place or whose breach jeopardizes the achievement of the purpose of the contract and on whose compliance the other party may regularly rely, but limited to the contract-typical damage foreseeable at the time of conclusion of the contract.
8.3 The above limitations of liability do not apply to liability under the Product Liability Act, the mandatory provisions of data protection law and under any warranty provided in writing by ĢƵ.
8.4 Liability for slight negligence is limited to a maximum of 1,000,000.00 (one million) euros. This corresponds to the amount covered by ĢƵ's business liability insurance. Should the damage potential be higher in individual cases, the customer will inform ĢƵ of this in text form.
8.5 ĢƵ owes due diligence as usual in the industry. When determining whether ĢƵ is at fault, it should be considered that software cannot be created without technical errors.
8.6 ĢƵ is not liable for loss of data insofar as the damage is due to the customer's failure to carry out data backups and thus ensure that lost data can be restored with reasonable effort.
8.7 Claims due to a slightly negligent breach of an obligation that is not a cardinal obligation and does not fall under clauses 8.1 and 8.3 expire one year from the start of the statutory limitation period.
8.8 The above limitations of liability in Section 8 also apply to the personal liability of employees, representatives and organs of ĢƵ.
8.9 ĢƵ is liable for damage caused by actions of third parties only in the event of an intentional or grossly negligent breach of duty in the selection and monitoring of these third parties. Third parties are persons, companies or other organizations who are not parties to this Agreement and who provide services on behalf of ĢƵ on the basis of a contract or other legal relationship, including but not limited to subcontractors, service providers and suppliers. ĢƵ's total liability to the customer remains unaffected within the framework of the contractually agreed and legally prescribed liability regulations. Notwithstanding the above provision, ĢƵ is liable for the fulfilment of the main contractual obligations, even if these are provided by third parties on behalf of ĢƵ.
9. Force majeure & delay of subcontractors
9.1 Neither party is liable for the performance of its duties if this performance is due to force majeure and events that are unpredictable, unmanageable and beyond the parties' control, in particular in the event of natural disasters, severe weather, floods, landslides, earthquakes, storms, lightning strikes, fires, epidemics, pandemics, acts of terrorism, outbreak of hostilities, explosions, sabotage, energy supply or operational disruptions, regulatory intervention, industrial action or strike, failure or delayed granting of regulatory approvals or other cases of force majeure, are prevented.
9.2 If such an event occurs under (9.1), agreed performance periods are extended by the duration of the disability and, in addition, by an appropriate start-up period after the impediment ceases to exist. If this makes it impossible for ĢƵ to provide services, ĢƵ is released from the contractual performance obligations.
9.3 ĢƵ's performance obligation is also subject to correct and timely self-delivery of goods or inputs by upstream suppliers and subcontractors. However, this only applies if ĢƵ has concluded a congruent hedging transaction with the respective upstream supplier or subcontractor with due care and ĢƵ was not responsible for the defective or late delivery. In particular, supplies of electricity and hardware purchased by the contractor from other providers are considered goods or intermediate services.
10. Service packages
10.1 chargeX offers optional service packages that include various services for the use and maintenance of charging systems. The service contents of the individual service packages are defined in the separate service description of the individual contract.
10.2 The service packages are modular and can be added at the customer's discretion.
10.3 ĢƵ reserves the right to adjust the content and prices of the service packages annually. Changes will be notified to the customer in writing at least six weeks before they come into effect. The customer is entitled to cancel the contract in writing within one month of notification of the changes. If there is no cancellation, the changed content and prices are considered agreed.
10.4 Unless otherwise agreed in the individual contract, the provisions of the respective sections of these terms and conditions apply to the provision of the services included in the service packages (e.g. Part D for maintenance services, Part E for SaaS services).
11. Anti-corruption clause
11.1 The parties agree to comply with all applicable legal requirements to combat corruption, bribery, money laundering and other unethical or improper business practices. In particular, each party undertakes not, directly or indirectly, to grant, offer, demand or accept gifts, payments, invitations or other benefits to representatives of the other party or third parties if this is intended to obtain an undue advantage or is intended to improperly influence the recipient's freedom of choice.
11.2 If one party breaches the above obligations, the other party is entitled to cancel the contract for good cause without notice. Further claims, in particular for compensation, remain unaffected.
12. Final provisions
12.1 The customer may transfer claims against ĢƵ to third parties only after written consent from ĢƵ.
12.2 The customer may only offset undisputed or legally established claims. The customer can only assert a right of retention due to counterclaims arising from the respective contractual relationship.
12.3 ĢƵ is entitled to unilaterally amend these terms and conditions insofar as this appears appropriate or necessary to adapt to a change in the legal situation or supreme court case law or other market conditions, in particular technical conditions, and the change maintains the equivalent ratio of performance and consideration.
12.4 If ĢƵ intends to make a further change to the terms and conditions, ĢƵ will notify the customer of this in writing at least one month before the effective date of the change. The customer is entitled to terminate the contractual relationship with effect from the effective date of the relevant change. If the customer does not cancel within one month of receipt of the change notification from the contractor in writing, the relevant change becomes part of the contract at its effective date. The contractor will separately inform the customer of this legal consequence in the notification of change.
12.5 Amendments and additions to these terms and conditions and the underlying individual contract must be made in writing. This also applies to the amendment or repeal of this clause. Electronic communication (e.g. via e-mail) is also considered a written form, unless otherwise regulated in the individual contract.
12.6 German law applies to these terms and conditions.
12.7 The place of fulfilment is Munich/Federal Republic of Germany. The exclusive place of jurisdiction for all legal disputes arising from and in connection with these terms and conditions and the underlying contractual relationship is Munich/Federal Republic of Germany. However, ĢƵ is also entitled to sue at the customer's general place of jurisdiction.
12.8 Should individual provisions of these terms and conditions be or become invalid in whole or in part, this shall not affect the effectiveness of the remaining provisions. In this case, the parties already agree that the invalid provision will be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any regulatory gaps.
12.9 The customer can only assign rights and obligations under the contract with the prior written consent of ĢƵ. § 354a HGB remains unaffected.
1. Subject matter of the contract
1.1 The subject of the contract is the sale and delivery of charging systems for electric vehicles consisting of charging stations and, if applicable, accessories such as connection cables, stands, etc. (hereinafter: hardware). The customer is responsible for installing, commissioning, properly operating and maintaining the operational readiness of the charging systems as a so-called charge point operator, i.e. charging station operator (hereinafter: CPO), unless an installation and/or maintenance service has been expressly agreed by ĢƵ in accordance with Part C or Part D of the terms and conditions.
1.2 ĢƵ charging systems can be used both in analog and digital mode. Using the charging systems in analog mode therefore does not require ordering the SaaS.
1.3 If ĢƵ supplies the customer with charging stations in which mobile phone SIM cards are installed to connect the customer's charging stations to SaaS and/or to supply updates from ĢƵ, the parties agree that these mobile SIM cards remain the property of ĢƵ and can be deactivated by ĢƵ at any time after the SaaS services have ended (Section 1.1 Part E of the terms and conditions).
2. Duties and Responsibilities of the Customer
2.1 The customer or, insofar as the customer is a reseller, his end customer, as the operator of the charging infrastructure, are system managers and operators within the meaning of § 2 No. 12 LSV. The customer or end customer makes the charging infrastructure available to the user as an e-mobility provider (hereinafter: EMP) and bills the user for use in his own name and for his own account or uses a third party as an EMP for this purpose.
2.2 As the operator of the charging infrastructure, the customer or end customer must be responsible for the proper installation, operation and monitoring of the charging systems through the use of qualified persons, unless an installation and/or maintenance service by ĢƵ has been expressly agreed upon in accordance with Part C or Part D of the terms and conditions. In addition, reference is made to the applicable legal provisions.
3. Delivery, transfer of risk, delivery dates, delivery delay
3.1 Unless otherwise expressly agreed, ĢƵ will deliver the hardware by shipping it to the destination desired by the customer. Unless otherwise agreed, ĢƵ is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.
3.2 The risk of accidental loss, accidental deterioration and delayed delivery of the goods is transferred to the customer as soon as the goods are delivered to the freight forwarder, the carrier or the person or institution otherwise designated to carry out the shipment.
3.3 Delivery dates are only binding if they have been confirmed in writing by ĢƵ and the customer has provided all information and documents required for delivery and has made any agreed down payments in good time. Agreed delivery dates start at the earliest on the date of the written order confirmation. If orders are changed and/or supplemented later, the delivery periods are extended accordingly. The delivery dates confirmed by ĢƵ are shipping dates. If non-compliance with the delivery time is due to force majeure, operational disruption, strikes, industrial disputes, natural disasters, pandemics, epidemics or other events beyond ĢƵ's control, the delivery time is extended accordingly. The end and start of such circumstances will be immediately notified to the customer. In all other respects, the occurrence of a delay in delivery is governed by the statutory provisions.
3.4 Insofar as ĢƵ is liable for a delay in delivery, liability due to the delay damage for each completed week of delay is limited in amount to 0.5%, but not more than 5% of the total order amount.
4. Retention of title
The delivered goods remain the property of ĢƵ until full payment of the purchase price.
5. Warranty, duty to inspect and give notice of defects
5.1 Technical data, specifications and performance information in public statements, in particular in advertising material, are not quality information. The agreed quality of the hardware results from the individual contract, unless otherwise agreed in writing.
5.2 The hardware delivered by ĢƵ must be free from defects upon transfer of risk.
5.3 The customer is obliged to examine the hardware delivered by ĢƵ immediately after delivery (§ 377 HGB).
5.4 The customer must report obvious defects to ĢƵ in text form immediately, but no later than ten days after handing over the hardware. Hidden defects must be reported to ĢƵ immediately, but no later than five days after their discovery. If timely notification is not provided, the goods are considered approved.
5.5 In the notification of defects, which is made in writing or in text form, the customer will provide information on the detailed circumstances of the occurrence of the defect, its effects and — as far as known — possible causes. He will do his best to assist ĢƵ in finding and resolving the cause of the defect. He will provide the necessary cooperation, in particular provision of information and supplies, in good time and free of charge for ĢƵ.
5.6 There is no defect if the customer has modified the goods without the prior written consent of ĢƵ or connected them with other hardware or software components in violation of the system requirements. Use of the goods in accordance with the contract also does not constitute a defect.
6. Statute of limitations
Customer warranty claims due to material or legal defects expire one year from the start of the statutory limitation period. For claims for damages and expenses made by the customer, the provisions in Section 8 Part A of the terms and conditions apply in addition.
1. Subject matter of the contract
1.1 In addition to selling and delivering the hardware within the meaning of Part B of the terms and conditions, ĢƵ also offers its customers the service of installing the supply line to the start module, technical commissioning of the hardware and registration with the local network operator (hereinafter: installation service). This can be added by the customer as an option.
1.2 The installation service does not include the proper operation and maintenance of the charging systems operational after installation. These are the responsibility of the customer as CPO or are taken over by ĢƵ on behalf of the customer in accordance with Part D of the terms and conditions, if this has been expressly agreed.
1.3 The provisions of Part B of the Terms and Conditions apply to the sale and delivery of hardware.
2. Booking and cancellation of the installation service
2.1 The installation service is booked via a written order confirmation.
2.2 The date of the expected installation and start-up of the hardware will be notified to the customer when the order is placed.
2.3 Cancellation of the installation service is free of charge for the customer until the order confirmation is received. If the installation service is canceled by the 7th working day preceding the installation, the customer is obliged to pay 75% of the installation costs. If the installation service is canceled on the day of the appointment, the customer is obliged to pay 100% of the installation costs. Payment by the customer is excluded if the cancellation is due to reasons for which ĢƵ is responsible. The customer has the right to postpone the installation date free of charge once, provided that this is notified in writing at least 7 working days before the planned date.
3. ĢƵ's rights and obligations
3.1 ĢƵ may provide the installation service with the involvement of subcontractors (Part A Section 4 of the Terms and Conditions).
3.2 ĢƵ is responsible for overall coordination of the installation service. This includes in particular the coordination of a contact person at the place of service and the complete processing of the agreed scope of services. Partial acceptance of services by locally provided personnel is only possible after written agreement.
3.3 ĢƵ does not guarantee that the hardware can be installed at the appropriate place of performance.
3.4 The installation is carried out in accordance with the ĢƵ installation instructions. In addition, the installation is carried out in accordance with the regulations applicable at the time the installation was carried out, in particular from LSV and EnWG, as well as the relevant technical standards such as DIN VDE 0100-0600 with initial testing in accordance with VDE 0100-600 and functional testing in accordance with VDE 0122-1.
3.5 In addition, the details of the installation service are set out in the individual contract.
3.6 ĢƵ provides the materials for the installation, in particular stands and connection cables with specific ĢƵ plugs, in accordance with an individual contract.
4. Customer's obligations to cooperate
4.1 The customer is obliged to fully cooperate free of charge. He supports ĢƵ in providing the contractual services where necessary. For this purpose, the customer shall nominate a person responsible in writing who has all decision-making powers and powers of attorney necessary for the purpose of executing the contract.
4.2 If the hardware has to be attached to a wall or other supporting structure, the customer is obliged, to a reasonable extent, to verify the load-bearing capacity of the walls and any special features (insulation systems, corresponding technical requirements, etc.) before starting installation work. In addition, the customer must obtain the building owner's consent for the installation, if necessary. The customer must inform ĢƵ of all requirements of the installation site, in particular but not exclusively about fire protection requirements, monument protection, other on-site restrictions and flood risks. The customer must inform ĢƵ of this before starting the installation. Any additional costs arising from the planning, approval, installation and commissioning due to special requirements of the installation site will be borne by the customer.
4.3 The customer ensures that connections available on site are in perfect technical condition, freely accessible and accessible with the cables and other connecting elements available on the hardware at the place of performance specified by the customer. If ĢƵ is unable to provide the installation service for reasons for which the customer is responsible and ĢƵ incurs additional costs as a result, in particular due to futile journeys, ĢƵ may charge the resulting costs for the additional expenses.
4.4 Before installing the hardware, the customer is entitled to mechanically assemble the wall brackets and cable channels and combine the charging modules with the connection cables provided by ĢƵ. In this case, ĢƵ will upgrade the power connection, connect the charging modules to the power grid and start up.
4.5 The customer must grant ĢƵ free access to the property and all rooms relevant to the provision of the contracted services, in particular the relevant parking space and the power supply technical rooms. The customer also ensures that all relevant areas and paths are freely and unrestricted at the time of the installation work announced by ĢƵ. ĢƵ is entitled to block the areas affected by the installation work after appropriate prior notice or to require the customer to block them in advance.
4.6 Should it turn out on the installation date that the information provided by the customer is incorrect and the installation cannot be carried out for this reason or due to lack or insufficient cooperation on the part of the customer, the customer is obliged to reimburse ĢƵ for additional expenses arising as a result, in particular for a new journey and additional (personnel) costs of commissioned subcontractors.
4.7 When using the charging infrastructure covered by the contract, the customer is obliged to comply with the operating instructions and training documents provided by ĢƵ or the manufacturer and other requirements that ĢƵ provides in view of the specific technical operating conditions in the property. The customer shall refrain from acting irregularly on the charging infrastructure or otherwise intervening in its operational processes, himself or through third parties commissioned by him.
4.2 The customer is obliged to immediately report any damage, failures or faults to the charging infrastructure covered by the contract to the responsible ĢƵ maintenance center (Technical Support), in each case providing the information required to rectify the fault.
4.5 The customer also continuously notifies ĢƵ of any other intended measure in the sphere of the customer or the property that could have a more than insignificant effect on the charging infrastructure or charging users. This is usually the case when the charging infrastructure is not available for more than an hour or is generally the case during peak hours. The customer coordinates any such measure with ĢƵ in advance in order to rule out a significant impairment of the operation of the charging infrastructure and thus support requests from users. The customer shall reimburse ĢƵ, upon proof, any resulting costs incurred by ĢƵ for maintaining or reestablishing the charging infrastructure; any further compensation claims made by ĢƵ remain unaffected.
4.6 If the customer owns the charging infrastructure, he will ensure at his own expense that the charging infrastructure meets the current legal requirements. In particular, this includes the customer's obligation to consistently maintain the measuring devices connected to the charging infrastructure in a condition that complies with verification law. The contractor can assist the customer to the extent agreed between the parties in return for a separate fee, for example in carrying out notifications to the verification supervisory authority in accordance with Section 32 Measurement and Verification Act.
4.7 At ĢƵ's request, the customer also undertakes to fulfill all other cooperation obligations which are either agreed between the parties on a project-related basis or are otherwise necessary or appropriate for the execution of the contract as intended. This applies in particular to the submission and receipt of declarations in relation to third parties such as network operators or other property owners, the granting of powers of attorney or declarations of authorization required in this context in favour of ĢƵ, or the provision of minor technical assistance services (after prior instruction by ĢƵ), such as restarting electrical components by securing and securing them at the fuse box for the purpose of excluding sources of error.
5. Decrease in installation performance
5.1 The customer, together with the person responsible, will accept the installation service from ĢƵ or from the subcontractor commissioned by ĢƵ as soon as ĢƵ has manufactured the work in accordance with the contract and he requests acceptance of the service in writing.
5.2 ĢƵ's service is accepted in writing.
5.3 Upon acceptance, ĢƵ and the customer will, after joint inspection and examination of the work, draw up a written protocol (hereinafter “acceptance report”), which must be signed by both parties.
5.4 Both the customer and ĢƵ can request a status assessment. The results must be recorded in writing in a meaningful way. Each party bears the costs of determining the status themselves.
5.5 Acceptance by the customer may not be refused due to minor defects. Acceptance is equivalent if the customer does not declare acceptance within fourteen (14) days after installation and commissioning has been carried out. In the event of significant errors or deviations from the technical specifications, the customer may refuse acceptance with a precise description of the defect. In this case, ĢƵ will remedy the defect within a reasonable period of time.
6. Additional liability conditions for the installation service
In addition to (A 8.), ĢƵ assumes no liability for damage of any kind if earthworks are carried out in a green area with many tree roots. ĢƵ is also not liable for any direct or indirect subsequent damage.
1. Subject matter of the contract
1.1 In addition to selling and delivering the hardware within the meaning of Part B of the terms and conditions, ĢƵ offers its customers the service of maintaining the hardware operational readiness on behalf of the customer (hereinafter: maintenance service).
1.2 The provisions of Part B of the Terms and Conditions apply to the sale and delivery of hardware.
2. ĢƵ's rights and obligations
2.1 Maintenance by ĢƵ is carried out in accordance with the regulations applicable at the time the maintenance was carried out, in particular in accordance with DGUV 3: DIN VDE 0105-100/A1 and DIN VDE 0701-0702 for charging cables, if available.
2.2 Otherwise, the details of the maintenance service are set out in the individual contract.
2.3 ĢƵ may provide the maintenance service with the involvement of subcontractors (Part A Section 4 of the terms and conditions).
2.4 ĢƵ is responsible for the overall coordination of the maintenance service. In particular, this includes the coordination of a contact person at the place of performance, the prescribed regular tests of electrical engineering systems, as well as repairs and other maintenance measures.
2.5 ĢƵ covers the costs of materials incurred in connection with maintenance.
3. Customer's obligations to cooperate
3.1 The customer is obliged to fully cooperate free of charge. He supports ĢƵ in providing the contractual services where necessary. For this purpose, the customer shall nominate a person responsible in writing who has all decision-making powers and powers of attorney necessary for the purpose of executing the contract.
3.2. The customer must immediately report hardware defects or faults to ĢƵ.
3.3. The customer must grant ĢƵ free access to the systems to be serviced. The customer also ensures that all relevant systems are freely and unrestricted at the time of the maintenance work announced by ĢƵ, in particular free of vehicles in the parking space in front of the charging modules. ĢƵ is entitled to block the areas affected by maintenance work after appropriate prior notice or to require the customer to block them in advance.
3.4. If ĢƵ is unable to provide the maintenance service for reasons for which the customer is responsible and ĢƵ incur additional expenses as a result, in particular due to futile journeys, ĢƵ may charge the resulting costs for the additional expenses.
3.5 Should it become apparent during the maintenance appointment that the maintenance cannot be carried out due to lack or insufficient cooperation on the part of the customer, the customer is obliged to reimburse ĢƵ for any additional expenses incurred as a result, in particular for a new journey and additional (personnel) costs of commissioned subcontractors.
4. Booking and cancellation of maintenance services
4.1 The maintenance service is booked via a written order confirmation.
4.2 The dates for expected hardware maintenance are based on legal requirements and will be notified to the customer when the order is placed.
4.3 A postponement of the maintenance service appointment, which takes place at least 14 working days before the agreed maintenance date, is free of charge for the customer. If the maintenance date is postponed until the working day preceding the maintenance, the customer is obliged to reimburse ĢƵ for the costs incurred. Payment by the customer is excluded if the cancellation is due to reasons for which ĢƵ is responsible.
5. Decrease in maintenance performance
5.1 The customer accepts the maintenance service as soon as ĢƵ has manufactured the work in accordance with the contract and requires acceptance of the service in writing.
5.2 ĢƵ's service is accepted in writing.
5.3 Upon acceptance, ĢƵ and the customer will, after joint inspection and examination of the work, draw up a written protocol (hereinafter “acceptance report”), which must be signed by both parties.
5.4 Both the customer and ĢƵ can request a status assessment. The results must be recorded in writing in a meaningful way. Each party bears the costs of determining the status themselves.
5.5 Acceptance by the customer may not be refused due to minor defects. Acceptance is equivalent if the customer does not declare acceptance within fourteen (14) days after installation and commissioning has been carried out. In the event of significant errors or deviations from the technical specifications, the customer may refuse acceptance with a precise description of the defect. In this case, ĢƵ will remedy the defect within a reasonable period of time.
1. Subject matter of the contract
1.1 The subject of the SaaS contract is the granting of use of the software “ĢƵ Control”, “ĢƵ Smart”, “ĢƵ Comfort”, “ĢƵ business”, “ĢƵ business+”, “ĢƵ Connect” (hereinafter individually or jointly: SaaS) in the customer's company via the Internet, including provision of storage space for the intended use of the functions of the software Application on servers operated by or for ĢƵ for the purpose of digitally operating the ĢƵ charging systems by the customer.
1.2 The SaaS can be used both via the web application and as applications (hereinafter: app versions). The app versions can be purchased from the App Store and Google Play Store. The respective terms and conditions of Apple and Google apply in accordance with the operating system of the user's device.
1.3 The SaaS can only be used in combination with chargeX GmbH charging stations. The prerequisite for using the SaaS is therefore a proper connection to the ĢƵ charging stations. Proper connection includes, in particular, ensuring the Internet connection of the charging stations by setting them up at a suitable location with a mobile data connection or connecting via LAN to a network that enables data connection to the Internet to the ĢƵ infrastructure.
2. ĢƵ services, SaaS usage and storage space
2.1 ĢƵ grants the customer the use of the latest version of the SaaS for the agreed number of authorized charging points or users via a web application or an app version.
2.2 ĢƵ guarantees the functionality and availability of the SaaS for the duration of the contractual relationship and will make it available in a condition suitable for use in accordance with the contract.
2.3 The range of functions of the SaaS and the operating conditions are set out in the user documentation. The user documentation can be viewed in electronic form.
2.4 ĢƵ can update and further develop the SaaS at any time and, in particular, adapt it as a result of a change in legal situation, technical developments or to improve IT security. ĢƵ will take appropriate account of the customer's legitimate interests and inform the customer in good time about necessary updates. In the event of a significant impairment of the customer's legitimate interests, the customer has a special right of termination.
2.5 ĢƵ does not owe an adjustment to the customer's individual needs or IT environment, unless the parties have agreed otherwise.
2.6 ĢƵ will regularly carry out or have maintenance carried out on the SaaS and will inform the customer of this in good time. Maintenance is carried out regularly outside normal hours of use of the charging system, unless maintenance has to be carried out at another time due to compelling reasons.
2.7 ĢƵ will take or have state of the art measures taken to protect the data. However, ĢƵ does not have any special custody or custody obligations with regard to the data apart from the legal requirement for billing data. The customer is responsible for adequately backing up the data.
2.8 The customer remains the owner of the data stored on the servers operated by or for ĢƵ and can request this in a standard format at any time.
2.9 Other ĢƵ services can be agreed in writing at any time, in particular training on SaaS. Such further services are to be paid separately in accordance with ĢƵ's generally applicable prices at the time of the order.
2.10 There are also separate terms of use and billing fees for payment services for charging station operators, which are processed via the ĢƵ system, are provided by Stripe and are subject to (Stripe Connected Account Agreement), which the (Stripe Terms of Service) includes. These are summarized under the collective term “Stripe Services Agreement.” As part of the automatic billing of charging processes offered for a fee by the payment service provider Stripe, the customer as operator accrues transaction fees and/or platform fees to Stripe and transactions and/or platform fees to ĢƵ. The current transaction fees and platform fees can be found at /abrechnung. ĢƵ is entitled to continuously pass on price increases from the payment service provider Stripe to the customer. ĢƵ is obliged to inform the customer of an increase in fees.
3. Scope and rights of use
3.1 The SaaS is not physically transferred to the customer.
3.2 For the contractually specified number of charging points or users, the customer receives the non-exclusive, non-transferable right limited to the duration of the contract and geographically limited to the territory of the Federal Republic of Germany to use the SaaS as a web application or app version in accordance with the following regulations.
3.3 The customer may only use the SaaS as part of his own business activity by his own users for the digital operation of the ĢƵ charging systems. The customer is not allowed to use the SaaS any further. In particular, he is not permitted to sublicense the SaaS for a fee or free of charge or otherwise make it available to third parties for use, publicly reproduce or make available, translate, decompile and reverse engineer the SaaS.
3.4 Should ĢƵ produce work results such as software adjustments, documentation or other materials as part of the provision of the SaaS services, ĢƵ shall retain ownership of these work results. However, the customer receives a non-exclusive right to use these work results limited to the term of the contract. This right of use is limited to the purpose for which the work results were created and cannot be transferred to third parties. #
4th support
ĢƵ is setting up a support service for customer inquiries about SaaS features. Requests can be made at the times specified in the SaaS via the telephone number provided there or by e-mail. Requests are processed in the order in which they are received. The exact scope of support services is regulated in the individual contract.
5. Service levels; troubleshooting
5.1 ĢƵ guarantees a total availability of services of at least 99% per month at the transfer point. The transfer point is the router outlet of the data center operating the SaaS.
5.2 Availability means the customer's ability to use all main SaaS functions. Maintenance times and periods of malfunction in compliance with the resolution time are considered to be times of availability of the SaaS. Periods of minor disruptions are not taken into account when calculating availability. ĢƵ's measurement instruments in the data center are decisive for proving availability.
5.3 The customer must report faults immediately to the contact details specified in Section 4. Fault reporting and repair is guaranteed Monday to Friday (excluding national holidays) between 9:00 a.m. and 6:00 p.m. (service hours).
5.4 Serious faults (it is not possible to use the SaaS as a whole or a main function of the SaaS) within 48 hours of receipt of the notification of the fault — provided that the report is made within service hours — (resolution time). The repair times only expire during the service hours mentioned above. If it is foreseeable that it will not be possible to rectify the fault within this period of time, he will immediately inform the customer and inform the customer that the time period is expected to be exceeded.
5.5 Other significant faults (main or ancillary functions of the software are disrupted but can be used; or other not insignificant faults) will be remedied within 96 hours within service hours at the latest (resolution time).
5.6 A serious or other significant malfunction can also be remedied by ĢƵ showing the customer how to restore the usability of the SaaS (so-called workaround), insofar as this is reasonable for the customer, taking into account the interests of both parties. In this case, the resolution times are considered met as soon as the possibility of a workaround has been shown, provided that the underlying fault is permanently resolved as part of the next SaaS update.
5.7 The elimination of minor faults is at ĢƵ's reasonable discretion (Section 315 BGB).
5.8 ĢƵ will primarily correct the malfunction by means of remote data transmission.
6. Customer obligations
6.1 As CPO, the customer must define the conditions under which users can use the charging systems operated by him, in particular the price tariffs within the SaaS. As CPO, the customer is responsible for verifying and complying with any applicable legislation, such as that of verification law or the PAngV.
6.2 The customer must protect and store the access data provided to him against access by third parties in accordance with the state of the art. ĢƵ must be notified immediately of any unauthorised access.
6.3 The customer will ensure that use is only carried out to the extent contractually agreed. The customer is liable for all acts and omissions of authorized users and third parties who access the SaaS, such as for their own acts or omissions.
6.4 Before storing or using the data in the SaaS, the customer will check the data for viruses or other harmful components and use state-of-the-art measures (e.g. virus protection programs) for this purpose.
6.5 The customer is responsible for regularly carrying out appropriate data backups.
7. Guarantee
7.1 Technical data, specifications and performance information in public statements, in particular in advertising material, are not quality information. The agreed nature of the SaaS results from the description in the documentation, unless otherwise agreed in writing.
7.2 ĢƵ will deliver and receive the SaaS to the customer in a condition corresponding to the agreed condition. The obligation to maintain does not include adapting the SaaS to changing operating conditions and technical and functional developments, such as changes in the IT environment, in particular changing the hardware or operating system, adapting to the range of functions of competing products or establishing compatibility with new data formats.
7.3 The SaaS is offered for ĢƵ hardware. ĢƵ cannot guarantee that charging solutions used by the customer, which have not been produced by ĢƵ, meet the requirements for a connection to the SaaS. The customer or the respective manufacturer of the charging solution is the sole responsibility of the customer or the respective manufacturer of the charging solution to any charging solutions used by other manufacturers. Insofar as any services to be provided by ĢƵ are to be regulated in a separate order and paid separately.
7.4 In addition, the warranty provisions of rental law apply with regard to the granting of use of the software and the provision of storage space (Sections 535 et seq. BGB).
7.5 The warranty for only insignificant reductions in the suitability of the service is excluded. Fault-independent liability in accordance with Section 536a (1) BGB for defects that already existed at the time of conclusion of the contract is excluded.
7.6 The customer must immediately report any defects to ĢƵ.
7.7 Customer warranty claims due to material or legal defects expire one year from the start of the statutory limitation period. For claims for damages and expenses made by the customer, the provisions in Part A Section 8 of the terms and conditions apply in addition.
8. Customer's obligations to cooperate
8.1 Insofar as ĢƵ is obliged to provide troubleshooting services in accordance with Section 5 Part E of the Terms and Conditions, the customer must provide ĢƵ with access to his ĢƵ account and, if required, enable ĢƵ to conduct joint troubleshooting by sharing the screen via remote data transmission in a virtual meeting. If it is not possible to correct errors via remote data transmission because this access was not ensured and a local deployment is required as a result, ĢƵ will calculate this in accordance with the current price list plus travel costs and other expenses. In this case, the response and recovery times set out in Sections 5.4 and 5.5 will be extended by a reasonable period of time. Access via remote data transmission takes place via a connection protected against unauthorized access by third parties in accordance with the state of the art.
8.2 The prerequisite for providing the services in accordance with Sections 4 and 5 (hereinafter: maintenance services), in particular for troubleshooting and handling errors, is that the customer uses the software up to date. There is no obligation to use the current software version if this is not reasonable for the customer, for example because the latest software version is faulty and the customer's operational process is affected as a result. If the customer is unable to use the current version of the software, ĢƵ has an extraordinary right of termination.
8.3 The customer will support ĢƵ in every way in fulfilling maintenance services. In particular, in the interest of efficient troubleshooting and handling of errors, the customer will appoint a representative with in-depth knowledge (administrative knowledge) of the software to be maintained as a contact person for ĢƵ immediately after conclusion of the contract and name ĢƵ.
9. Remuneration, payment
9.1 The customer pays a monthly rental fee for providing use of the SaaS. The amount of the rental fee depends on the individual contract, the order confirmation and the currently valid price lists.
9.2 The rental fee is to be paid monthly. Payment is due no later than the 3rd working day of each subsequent month. If the customer is in default of making the payment, interest is payable on the claim.
9.3 ĢƵ may adjust the rental fee at its reasonable discretion (Section 315 III BGB) by notifying the customer with receipt no later than six weeks before the end of a contract period (10.1) with effect for the following contract periods. In the event of an adjustment, the customer has an extraordinary right of termination. The extraordinary right of termination must be exercised within one month of notification of the price adjustment.
9.4 Chargex has variable license costs per charging point. The total license costs or rental fees are calculated according to the customer's number of charging points. This is automatically adjusted within the contract period, for example if additional charging points are added following a subsequent order by the customer.
9.5 ĢƵ may claim additional compensation for its expenses insofar as (i) a software malfunction reported in accordance with Section 5 is associated with the use of the SaaS in breach of contract, (ii) additional expenses due to improper fulfilment of the customer's obligations to cooperate in accordance with Sections 6 and 8, or (iii) the customer requests services not owed. Insofar as ĢƵ is entitled to demand payment of its expenses in addition to the rental fee, this will be billed at the ĢƵ billing sections and ĢƵ list prices for hourly, daily and expense rates valid at the time of payment.
9.6 All charges are exclusive of statutory value added tax, where applicable.
10. Duration, return
10.1 The user contract is initially concluded for a fixed term of 12 months (minimum contract period). The start of the contract is the date specified in the order confirmation or, in the absence of this, the date of approval by the customer. Ordinary termination is excluded during the minimum contract period. After expiry of the minimum contract period, the contract period is automatically extended by a further twelve months unless it is terminated in writing by a party with a notice period of three months before the end of the respective contract period.
10.2 Termination for good cause remains unaffected.
10.3 After termination of the rental agreement, the customer must uninstall the software provided by ĢƵ and delete any remaining software remnants and all associated data from the IT system in a way that cannot be reconstructed. At the request of ĢƵ, the customer must confirm the fulfilment of the above obligations in writing.
11. Payment processing of charging processes via the payment service provider
11.1 Another component of SaaS services is the provision and support of payment processing for charging processes carried out by ad hoc users.
If the customer wishes to market all or part of his charging stations himself to ad hoc users and authorized users via the ĢƵ platform, payment processing will not be carried out directly by ĢƵ, but by a payment service provider/payment service provider to be commissioned (hereinafter: PSP) (see section 2.10).
11.2 In order for payment processing to be used, the customer must set the applicable tariff for the respective function (charging by ad hoc users) in EUR per kWh and the applicable VAT via the application. You can change the conditions at any time. This tariff information and conditions are displayed to the ad hoc user or authorized user before the charging process begins.
11.3 In the context of the ad hoc payment function, the customer undertakes to indemnify ĢƵ from all claims made by third parties against ĢƵ due to possibly incorrect or incomplete information regarding the conditions for charging current subscription. This does not apply if ĢƵ has incorrectly or incompletely reproduced the information received from the customer on the ĢƵ platform.
11.4 The PSP invoices the charging process to the ad hoc user and transfers the corresponding payments, minus a transaction fee, to the customer.
11.5 In order to enable payment processing, the customer must be registered with the payment service provider authorized by ĢƵ at the time of charging (see section 2.10) and have a merchant account. By agreeing to the contract terms and marketing the charging stations to ad hoc users or authorized users via the chargex platform, the customer accepts the payment service provider's terms.
11.6 The customer and ĢƵ conclude additional agreements with the PSP as required. The customer must provide ĢƵ with the required information about themselves and their company and authorize it to share it with the PSP.
11.7 After each billing period of one month, all sales for charging processes are automatically paid out to the customer within 14 days. The customer can view the statements in the PSP portal.
11.8 The risk of payment defaults on the part of ad hoc users lies with the customer. The contracted payment service provider only transfers the actual payments received, minus transaction fees, to the customer. There is no guarantee that all amounts due by users will be passed on to the customer.
12. Free service from ĢƵ
12.1 ĢƵ provides a template for terms of use for the power supply and usage contract between customer and ad hoc users. The customer is the electricity supplier and contract partner of ad hoc users, not ĢƵ. The customer is free to supplement or replace this user agreement with their own general terms and conditions of use.
12.2 This template is stored in the application's default settings and can be replaced by your own terms of use. The ĢƵ application ensures that the respective terms of use are displayed to users while using the ad hoc payment function before the contract is concluded.
12.3 Furthermore, the template provided does not replace legal advice regarding individually required adjustments. These sample terms of use are to be regarded as generic and not created for specific individual cases. ĢƵ does not guarantee or liability that these sample terms of use are complete, accurate, or up-to-date.