1. Agreement
These Terms of Service (“Terms”) form an agreement between [Company legal name], [Registered address] (“EVstring”, “we”) and the organisation that signs up for or uses the EVstring platform (“Customer”, “you”). By creating an account, signing an order form or using the service, you confirm that you accept these Terms on behalf of the Customer and have authority to do so.
If you have signed a separate master agreement or order form with us, that document prevails over these Terms where they conflict.
2. Definitions
- Service: the EVstring web and mobile applications, APIs, public passport pages and related support.
- Customer Data: data submitted to the Service by or for the Customer, including battery records, documents and telemetry.
- On-chain Record: an identifier, state, hash or other entry written to the permissioned ledger used by the Service.
- Authorised User: an employee or contractor of the Customer given an account by the Customer.
- Documentation: the product and API documentation we make available.
3. Accounts and eligibility
The Service is for businesses and public bodies, not consumers. The Customer is responsible for its Authorised Users, for keeping credentials confidential, for assigning roles correctly, and for promptly removing access for users who leave or change role.
Organisations joining the network may be asked to verify their identity and, for regulated roles such as recyclers, to provide evidence of registrations or licences.
4. The Service
We will provide the Service substantially as described in the Documentation. Features described on our website as “in development” or “roadmap” are not part of the Service until we release them, and we do not commit to release dates.
We may improve and change the Service. We will not materially reduce the core functionality of a paid subscription during its term without notice and, where the change is adverse, a right to terminate.
5. Acceptable use
The Customer must not, and must ensure Authorised Users do not:
- submit data that is false, misleading or that the Customer has no right to submit;
- enter personal data in fields that the Documentation identifies as public or as hashed to the ledger;
- attempt to access data outside the permissions of their role, or probe, scan or test the Service’s security without written permission;
- interfere with the Service, the ledger or other participants, or exceed documented rate limits;
- upload malware or content that is unlawful or infringes third-party rights;
- use the Service in breach of export-control or sanctions laws.
6. Customer Data and On-chain Records
The Customer retains all rights in Customer Data and grants us a licence to host, process and display it only as needed to provide the Service, including showing data to other participants according to the access tiers the Customer configures or the regulations require.
Immutability. On-chain Records cannot be altered or deleted once written, by us or anyone else. Corrections are made by adding new records. The Customer acknowledges this and must check data before submitting it. The Service is designed so that On-chain Records contain no personal data.
Accuracy. The Service proves that a record has not changed since it was anchored; it does not verify that the information submitted was true. Each participant is responsible for the accuracy of the data it submits.
7. Regulatory compliance
The Service is a tool that helps the Customer meet battery-passport, traceability and reporting obligations. It does not by itself make the Customer compliant with any law. Regulatory content on our website and in the Service is general information, not legal advice. The Customer remains responsible for determining and meeting its own obligations. We do not hold, and do not claim, any certification of the Service unless expressly stated in writing.
8. Fees and payment
Fees are set out in the applicable order form. Unless stated otherwise, fees are invoiced [annually in advance], payable within [30] days, and exclusive of taxes, which the Customer pays except for taxes on our income. We may suspend the Service for undisputed invoices more than [30] days overdue after written notice.
9. Intellectual property and feedback
We and our licensors own the Service, the Documentation and all related intellectual property. Except for the limited right to use the Service during the subscription, no rights are granted. If the Customer gives us feedback, we may use it without restriction or obligation.
10. Confidentiality
Each party will protect the other’s confidential information with at least reasonable care, use it only for this agreement, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality. These duties do not apply to information that is public, already known, independently developed or rightfully received from a third party, and disclosures required by law are permitted with prompt notice where lawful.
11. Data protection
Where we process personal data on the Customer’s behalf, the Data Processing Addendum forms part of these Terms. Our own processing is described in our Privacy policy.
12. Availability and support
We aim to keep the Service available [24/7], excluding scheduled maintenance announced in advance and events beyond our reasonable control. Service levels and support response times, if any, are as set out in [the Service Level Agreement / order form].
13. Warranties and disclaimers
Each party warrants that it has authority to enter into this agreement. We warrant that the Service will perform materially in accordance with the Documentation; the Customer’s remedy for breach is that we will use reasonable efforts to correct the non-conformity or, failing that, either party may terminate the affected subscription and we will refund prepaid fees for the remaining term. Except as expressly stated, the Service is provided “as is” and, to the extent permitted by law, all other warranties are excluded.
14. Limitation of liability
To the extent permitted by law, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, and each party’s total liability in any 12-month period is limited to [the fees paid or payable in that period / amount].
These limits do not apply to [liability for death or personal injury caused by negligence, fraud, breach of confidentiality, the Customer’s payment obligations, or indemnities], or to any liability that cannot be limited by law.
15. Indemnities
We will defend the Customer against third-party claims that the Service infringes their intellectual property rights and pay resulting damages, subject to prompt notice and control of the defence. The Customer will defend us against third-party claims arising from Customer Data or from use of the Service in breach of these Terms.
16. Term, suspension and termination
These Terms apply for as long as the Customer uses the Service. Either party may terminate for material breach not cured within [30] days of written notice. We may suspend access immediately where needed to prevent harm to the Service, other participants or the law.
On termination the Customer may export its Customer Data for [30] days, after which we delete it in line with the Data Processing Addendum. On-chain Records remain on the ledger, as they cannot be deleted, and do not contain personal data.
17. Governing law and disputes
These Terms are governed by the laws of [Governing law jurisdiction]. The courts of [Venue] have exclusive jurisdiction, [or: disputes will be resolved by arbitration under the rules of [Arbitral institution], seated in [Seat], in English]. Nothing prevents either party seeking urgent injunctive relief.
18. General
- Each party will comply with applicable anti-bribery, export-control and sanctions laws.
- Neither party is liable for delay caused by events beyond its reasonable control.
- The Customer may not assign this agreement without our consent, except to a successor of its business.
- Notices must be in writing to the addresses in the order form or, for us, [legal notices email].
- If any provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.
- We may update these Terms with [30] days’ notice; changes do not apply retroactively.