ZENOBĒ MONITORING PORTAL – TERMS OF USE

These Terms of Use govern your use of Zenobē’s Site Monitoring Portal (“Monitoring Portal”).  By using the Monitoring Portal you agree to be bound by these Terms.

In the Terms, the following terms have the meanings set out below:

Analytical Tools: means the software tool that can analyse the Charging Data to provide values and reports on the operations of the Vehicles and charging infrastructure;

Battery: means the batteries which are incorporated as part of the Vehicles;

Charging Data: the data relating to battery charging and discharging in relation to the Vehicles;

Charging Service Level Agreement: means the agreement between Zenobe and you relating to supply of charging services;

Reports: the reports generated by you/us by accessing and analyzing the Charging Data;

Software Services: the supply of the Monitoring Portal, Charging Data and Analytical Tools as a service by Zenobe;

Vehicles: means the vehicles referred to as the Electric Vehicles in the Charging Service Level Agreement  .

1. ABOUT THE MONITORING PORTAL

• To use the Monitoring Portal, you must complete the sign in process by providing Zenobē with the information requested including your e-mail address, password and full name. You agree to provide accurate and up to date information.
• The Monitoring Portal allows you to access and analyse Charging Data using the Analytical Tools. This will allow users to view live and historical metrics on the Vehicles, Batteries and charging infrastructure.
• You are able to generate a Report or series of Reports detailing Vehicles and Charging Data over a defined time period or in relation to a particular Vehicle or Battery.
• The Monitoring Portal and Software Services are provided ‘as is’ with no warranty as to availability or as to accuracy of the contents of Reports. Your use of the Reports and actions taken in response to the Reports are for you to determine and Zenobē accepts no responsibility or liability for your use of the Reports.
• Zenobē will use reasonable efforts to provide uninterrupted Software Services but may suspend the Software Services in order to conduct routine or emergency maintenance services. Zenobē is not responsible for the failure of third parties that result in the Software Services being interrupted.
• All implied warranties, including as to fitness for use, merchantability and ownership of the Monitoring Portal are hereby excluded to the maximum extent permitted by applicable law.

2. DATA OWNERSHIP

• The Charging Data together with all aggregated analytical data derived from the Charging Data belongs to Zenobē. You have the right to access the Charging Data in accordance with these

3. LICENCE TO USE THE MONITORING PORTAL

• Zenobē hereby agrees to provide the Software Services and grants you a limited, revocable, non-exclusive, non-transferrable license to access and use the Monitoring Portal, Analytical Tools and Reports for your organisation’s business and for your internal purposes only.
• The Monitoring Portal, Analytical Tools and Charging Data are owned by Zenobē and are subject to intellectual property rights. You will not attempt to copy, reverse engineer, duplicate, modify, create derivative works from or distribute all or any portion of the Monitoring Portal or Analytical Tools except if allowed by these Terms or as may be allowed by any applicable law which is incapable of exclusion by agreement. You may not remove any proprietary labels or notices on the software or use any device, software or routine that interferes with the operation of the Monitoring Portal or Analytical Tools.

4. USE OF THE MONITORING PORTAL

• You must use reasonable efforts to prevent unauthorized access to the Monitoring Portal or use of the Audit Tool by others in a manner that is not in accordance with these Terms.
• You must keep your password and user name confidential and may not share these credentials with others.
• You may not attempt to hack into or gain access to parts of the Monitoring Portal that you are not authorised to access.
• You will take all steps necessary to avoid the introduction of any virus into the Monitoring Portal.
• Zenobē may prohibit access to the Monitoring Portal to users it suspects are not authorised or any person who it suspects is mis-using the Monitoring Portal.

5. LIMITATION OF LIABLITY

• This clause 4 sets out the entire financial liability of Zenobē (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:

(i) arising under or in connection with these Terms;

(ii) in respect of any use made by you of the Software Services, the Monitoring Portal, the Charging Data, the Analytical Tools, the Reports or any part of them; and

(iii) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

• Except as expressly and specifically stated in these Terms:

(i) You assume sole responsibility for Reports and results obtained from the use of the Charging Data and Analytical Tool and the Software Services and for conclusions drawn from such use.

(ii) Zenobē shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Zenobē by you in connection with the Software Services or any actions taken by Zenobē at your direction;

(iii) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms;

(iv) Zenobē shall not be liable for any liability caused by third party service providers;

(v) Zenobē shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under these Terms, whether or not such damages were reasonably foreseeable or actually foreseen.

• Zenobē’s aggregated liability under these Terms shall in no event exceed the amount of £1,000.
• Nothing in these Terms excludes the liability of the parties for (i) for death or personal injury caused by the party’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for other liability that cannot be excluded by applicable law.

6. TERM AND TERMINATION

• Your right to access the Monitoring Portal shall commence on the date you activate the Software Service by completing the steps indicated by Zenobē. It shall terminate at the same time that the provision of the Charging Services are terminated (as defined in the Charging Service Level Agreement).
• Without affecting any other right or remedy available to it, either party may terminate your access to the Monitoring Portal with immediate effect by giving written notice to the other party if:

(i) the other party fails to perform its obligations under these Terms and remains in default 30 days after being notified in writing of the failure;

(ii) the other party suspends its payments, becomes bankrupt or insolvent or enters into liquidation or otherwise can be regarded as insolvent.

• Upon termination of access to the Monitoring Portal, all licenses granted under these Terms and the supply of the Software Services shall immediately terminate.
• Following termination of your access to the Monitoring Portal, Zenobē may retain or destroy or otherwise dispose of any of the Charging Data in its possession.
• No compensation is payable for termination by either party but this does not affect the rights or remedies of a party in the case of a breach of obligations under this Agreement.

7. FORCE MAJEURE

Each party shall be excused from performing any obligation under these Terms to the extent that and for so long as such performance is prevented or delayed by any other cause beyond its reasonable control such as, but not limited to, riots; an industrial dispute; floods; war; warlike hostilities; fires; embargo; shortage of labour, power, fuel, means of transportation, pestilence (including the Coronaviris – COVID-19) or common lack of other necessities. In such event, the affected party shall promptly notify the other party who may extend the time for performance of such obligation by a reasonable period.

8. VARIATION

Zenobē may need to alter the Terms or the terms of any policy that these Terms refer to.  If Zenobē wishes to make such an alteration, it will give notice of the alteration to you.

9. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of England and the parties agree that any dispute or claim relating to it shall be settled by the courts of England.