Terms and Conditions

Defined Terms used in this Agreement

‍Agreement means the agreement between You and Rightcharge for the use of Electric Fuel Card consisting of these terms and conditions and the pricing model you have agreed to.

‍Applicable Laws means all applicable laws, statutes, regulations and codes from time to time in force.
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‍Business Day means any day other than Saturday, Sunday or any public holiday in England.
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‍Confidential Information means any information of a confidential nature concerning a party or of any Group Company of a party, including, but not limited to, the terms of this agreement, all confidential or proprietary information relating to their business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities, their operations, processes, product information, know-how, technical information, designs, trade secrets or software, any information, findings, data or analysis derived from Confidential Information and any other information that is identified as being of a confidential or proprietary nature.
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‍Credit Application: means a check made by Rightcharge of your credit status which Rightcharge may make at any time.
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‍Dashboard   means the portal which you will have access to and which is accessible at app.rightcharge.co.uk  

Driver Guidelines means the guidelines issued by Rightcharge detailing how each Employee should use Electric Fuel Card, available at www.rightcharge.co.uk/driver-guidelines.
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‍EFC Home means the element of the Services which consists of an Employee charging a vehicle for business use at their domestic property.
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‍EFC Public means the element of the Services which consists of the use of an RFID Charging Card issued by you to an Employee to charge a vehicle for business use on public charging infrastructure.
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‍EFC Workplace means the element of the Services which consists of an Employee charging a vehicle at their place of work.
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‍Electric Fuel Card means the Rightcharge programme for the charging of Employees’ vehicles in accordance with this Agreement consisting of EFC Home, EFC Public and EFC Workplace.  

Electricity Supplier means the supplier of electricity to an Employee's home.  
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‍Electricity Supplier Payment means the payment(s) to the Electricity Supplier for electricity in respect of the charging of the Employee's vehicle for business use.
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‍Employee means your staff member or contractor that is invited by you and who joins Electric Fuel Card.
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‍Employee Portal means the website which displays the cost of each charging session carried out at the Employee’s home, in public or at the Employee’s workplace, carbon information and the value of any credits made to the Employee’s Electricity Supplier and allows Employees to manage their Electric Fuel Card account.
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‍EV Charging Costs means the total cost of Employees charging their EVs at home, in public and at the workplace, for the avoidance of doubt excluding licence fees and transaction fees.
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‍Group Company means, in relation to each party, the party itself, its subsidiaries, any holding company or parent company of the party and any subsidiary of any such holding company or parent company as such terms are defined in section 1159 of the Companies Act 2006.
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‍Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software (including any source code or object code), data, database right, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

RFID Charging Card means a radio-frequency identification card which can be used for authorising EV charging on public networks.
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‍Rightcharge means Rightcharge Limited (company number 11957019) whose registered address is 86-90 Paul Street 3rd Floor, Paul Street, London, England, EC2A 4NE.
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‍Rightcharge Card any RFID Charging Card, issued to facilitate EFC Public.
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‍Rightcharge Platform means Rightcharge's web applications.

Services means the scope of services set out at www.rightcharge.co.uk/electric-fuel-card/services/
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‍Standard Pricing means Rightcharge’s pricing as set out at rightcharge.co.uk/pricing/. you or yours means the company or other entity that you detail in our website sign-up form as our customer.

1.     Term
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‍This Agreement starts on the date you accept this Agreement and shall continue in effect unless or until otherwise terminated in accordance with clause 6 below.

2.     Your responsibilities and acknowledgements
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2.1. You will invite potential Employees to participate in Electric Fuel Card and will (without prejudice to the remainder of this clause 2) be responsible for their acts and omissions in their use of Electric Fuel Card.

2.2. You acknowledge and accept that some potential Employees may not be eligible to participate in Electric Fuel Card and you will not assure any potential Employee that they will be eligible.

2.3. Each Employee must give Rightcharge permission to access their charging session data and energy tariff data either through an automated or manual process. You acknowledge and agree that Rightcharge cannot provide the Services unless they do so.

2.4. You will ensure that:
(a) You and your Employees comply with Applicable Laws at all times;
(b) each Employee is aware of and follows the Driver Guidelines;
(c) You and each Employee provides Rightcharge with all reasonable assistance it requires to fulfil its obligations under this Agreement.
(d) You notify us immediately if you are informed or believe that any Rightcharge Card  has been lost or stolen or any Rightcharge Card or other element of Electric Fuel Card is being used improperly, incorrectly or fraudulently (including, but not limited to, any charging of private vehicles by Employees).  

2.5. You will use the Dashboard to remove from Electric Fuel Card any Employee who leaves your organisation. You acknowledge that, if such former Employee, continues to use Electric Fuel Card after leaving your organisation, you will remain responsible for all costs, charges and liabilities in relation to such use.  

2.6 For each Rightcharge Card:
You are solely responsible for ensuring that only the Employee to whom it was issued uses it; and  
You will be solely responsible for ensuring that it is not used improperly or fraudulently (by either you, the Employee or otherwise)
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2.7 Rightcharge reserves the right to suspend use of a Rightcharge Card if it knows or reasonably believes that it has been lost or stolen or is being used improperly or fraudulently. Rightcharge shall have no liability for or in relation to any improper or fraudulent use of any Rightcharge Card.

3.     Rightcharge’s rights and responsibilities

3.2. Rightcharge may as part of the Services also provide you with access to carbon usage data through the Dashboard. Such data is provided on an “as is” basis as a complementary service which may be withdrawn at any time. Rightcharge gives no warranties in relation to such data and shall have no liability in relation to its use.
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3.3    Rightcharge reserves the right to refuse to issue or cancel any Rightcharge Card, suspend the provision of the Services, amend any credit limit granted to you and/or terminate this Agreement if any Credit Application returns:
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1. the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within ten (10) Business Days of that party being notified in writing to do so;  
2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), or having a receiver appointed to any of its assets or ceasing to carry on business;
3. or the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
4. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

6.2. In addition to clause 6.1:  

1. you may terminate this Agreement by giving us written notice at any time. Such notice shall be deemed to expire at the end of the calendar month in which it is given; and
2. Rightcharge may terminate this Agreement by giving you written notice at any time. Such notice shall be deemed to expire at the end of the calendar month following the month in which it is given.

6.3. Upon termination:   any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

• Rightcharge shall stop providing the Services to you and to Employees;
• without prejudice to clause 5.3, you shall be liable to Rightcharge for all outstanding invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Rightcharge shall submit an invoice, which shall be payable by you immediately on receipt;
• you shall, and shall procure that your Employees shall, return any materials provided by Rightcharge at your expense; and
• any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

6.4. Termination of this Agreement will not affect a party's accrued rights and obligations at the time of termination.
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7. Liability

7.1. For the avoidance of doubt, nothing in this Agreement limits or excludes either party's liability for:  

• death or personal injury resulting from negligence; or
• any fraud or fraudulent misrepresentation or wilful default; or
• any matter for which it would be unlawful to exclude or restrict liability.

7.2. Subject to clause 7.1, the liability of one party to the other for any breach of this Agreement, for any negligence, or arising in any other way out of the subject matter of this Agreement will not extend to any indirect or consequential damages or losses, as well as:

• loss of profits,  
• loss of data‍
• loss of bargain
• loss of revenue
• loss of business, loss of contracts or opportunity

in each case, whether direct or indirect; even if, in any such case, the party bringing the claim has advised the other of the possibility of those losses or if they were within the other party's contemplation.

• In the event that any EV Charging Costs have not, at any time, been invoiced in full, you shall pay any shortfall to us on demand.
• We shall not be liable for any overpayment of any EV Charging Costs but will provide reasonable assistance with any claim to recover them from the Electricity Supplier.
• We shall have no liability for or in relation to:

• any data (including, but not limited to, charge point or vehicle data) provided by any third party; or
• the performance of any third party software, systems or services

• Except in relation to liability arising under clauses 5 and 7.1, the maximum liability of one party to another in connection with this Agreement or its subject matter shall not exceed the total fees payable by you to Rightcharge in the twelve months preceding the event giving rise to liability, or, if the event giving rise to liability takes place in the first twelve months of this Agreement, the total fees payable by you to Rightcharge in the first twelve months of this Agreement. For the avoidance of doubt, fees for the purpose of this clause 7.6 excludes the EV Charging Costs.  
• Nothing in this clause 7 shall limit your payment obligations under this Agreement.
• You shall be liable to Rightcharge for any breach by an Employee of this Agreement (as if such Employee were a party to this Agreement).

8.     Publicity and use of name and logo  
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8.1. Subject to clause 8.2, neither Party will (except as required by Applicable Law) make any announcement, publicity statement or communication regarding the other, its Group Companies, this Agreement or its subject matter in any way without the prior written approval of the other Party.

8.2. Rightcharge shall have the right (but not the obligation) to use your name and/or logo on the Rightcharge Platform and identify you as a Rightcharge customer. You shall provide Rightcharge with an image of your logo (in such format as Rightcharge shall reasonably request) promptly upon request.
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9.     Intellectual Property  

9.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you to Rightcharge) shall be owned by Rightcharge.

9.2. Rightcharge grants to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of this Agreement to use the Rightcharge Platform for the purpose of receiving and using the Services.
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9.3. You shall not sub-license, assign or otherwise transfer the rights granted in clause 9.2.

10. Data Protection

10.1. The following definitions apply to this clause 10:  
Agreed Purposes means the invitation of a potential Employee to participate in Electric Fuel Card.

'controller', 'data subject', 'personal data', 'personal data breach', 'processor', ‘processing’ (including processed and process) and ‘appropriate technical and organisational measures’ shall have the meaning set out in the Data Protection Legislation.

‍Data Protection Legislation means:
        i. to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which          relates to the protection of personal data; and/or
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        ii. to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to         which the party is subject, which relates to the protection of personal data.
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EU GDPR means the General Data Protection Regulation ((EU) 2016/679).

‍UK GDPR has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

‍Permitted Recipients means the parties to this Agreement, the employees of each party (and of Rightcharge’s Group Companies) and any third parties engaged by Rightcharge to perform obligations in connection with this Agreement.

‍Shared Personal Data means the personal data to be shared between the parties under this Agreement, to be confined to the following categories of information relevant to the following categories of data subject:
        i. Potential Employees – names and email addresses
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Each party shall comply with all the obligations imposed on an independent controller under the Data Protection Legislation.

Each party shall:

1. ensure that it has all necessary notices, consents and lawful bases in place to enable the lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
2. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
3. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
4. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
5. not transfer any personal data received outside the UK and EEA unless the transferor ensures that: (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

10.4. When acting as independent controllers, notwithstanding their obligations under clause 10.3, each party shall:
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• establish and maintain a lawful basis for processing the personal data in accordance with the Data Protection Legislation and, where a party no longer has a lawful basis to process all (or part of) the personal data, the party shall permanently and securely delete all the relevant parts of (as applicable) the personal data;  
• provide reasonable cooperation and assistance to the other party to enable the latter party to fulfil its respective obligations regarding personal data under the Data Protection Legislation; and
• notify the other party if it is held to be a processor for the purposes of this Agreement, and work with the other party to agreed suitable processor agreements which are compliant with Data Protection Legislation.

11. Confidentiality

11.1    Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.  A party's Confidential Information shall not be deemed to include information that:(a)    is or becomes publicly known other than through any act or omission of the receiving party;(b)    was in the other party's lawful possession before the disclosure;(c)    is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or(d)    is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2    Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

11.3    Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

11.4    A party may disclose Confidential Information to the extent such Confidential Information is required for the provision of the Services or required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5    The above provisions of this clause 11 shall survive termination of this Agreement, however arising.

‍12. Notices

Any notice or communication given to a party under or in connection with this Agreement shall be in writing (email sufficient) and shall be:  sent by email (in the case of Rightcharge, to notices@rightcharge.couk, and in your case, to the email address provided by you during the sign-up process; or delivered by hand or by pre-paid first-class post or other next working day delivery service at the relevant party’s registered office (if a company) or its principal place of business (in any other case), provided that you shall send a copy of such notice to notices@rightcharge.co.uk.

‍13. Discrepancies and Disputes concerning billing

If any dispute concerning billing arises in connection with this Agreement the parties shall follow the following steps:You shall contact Rightcharge outlining details of the discrepancies you have identified; Rightcharge will check your information against their records; You will provide (in good time) any further information Rightcharge request; Rightcharge will make a determination concerning any discrepancies. If such any overpayment has been made Rightcharge will reimburse you within 30 days and, if any underpayment has been made, you will pay the amount of such underpayment to Rightcharge in the next billing cycle or (if there are no further billing cycles) on receipt of an invoice from Rightcharge.  

‍14. Force majeure

‍Rightcharge shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

‍15. Variation

‍Rightcharge may change these terms and conditions from time to time. No other variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

‍16. Waiver

‍No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

‍17. Rights and remedies

‍Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

‍18. Severance

‍18.1    If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.18.2    If any provision or part-provision of this Agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

‍19.    Entire agreement

‍19.1    This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19.2    Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

19.3    Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

19.4    Nothing in this clause shall limit or exclude any liability for fraud.

‍20. Assignment

‍20.1    You shall not, without the prior written consent of Rightcharge assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.20.2    Rightcharge may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

‍21. No partnership or agency

‍Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

‍22. Third party rights

‍This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

‍23. Counterparts

‍This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

‍24. Governing law

‍This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

‍25. Jurisdiction

‍Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).