inCharge - End User Licence Agreement

1.1 These terms and conditions (Terms) are entered into between Combined Energy Technologies Pty Ltd (ACN 616 324 362) (we, us or our) and you, together the Parties and each a Party.

1.2 We provide a cloud-based, software as a service platform (Platform) that gives you access to EV chargers, Level 1 charge points and managed socket outlets (Equipment).

1.3 You are accessing the Platform as an authorised user of the organisation that has entered into an agreement with us in relation to the premises and Equipment (Account Holder). Your access to the Platform and Equipment is subject to the Account Holder's continuing authority for you to use the service and to the relevant Platform services remaining active at the premises. If the Account Holder's access to the Platform is suspended or terminated, your access to the Platform or Equipment at premises associated with that Account Holder may also be suspended or terminated. If the relevant Platform services are cancelled or suspended only at a particular premises, your access may be suspended or terminated only in relation to that premises.

1.4 By using the Platform, you undertake to pay for the use of the Equipment and Platform in accordance with the relevant Billing Agreement in effect at the Account Holder's premises.

2.1 By clicking on "I accept" (or similar button or checkbox) or by using or accessing the Platform, you accept these Terms.

2.2 We may amend these Terms from time to time by providing written notice to you. Unless an earlier date is reasonably required by law, for security reasons or to address an urgent operational issue, an amendment will take effect no earlier than 30 days after notice is given. By continuing to use the Platform after the amendment takes effect, you agree to the amended Terms. If you do not agree to an amendment, you may cease accessing and using the Platform.

2.3 If you access or download our mobile application from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service.

2.4 If you access or download our mobile application from the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

2.5 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

2.6 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a) anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

(b) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses) or the Equipment;

(c) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

(d) facilitating or assisting a third party to do any of the above acts.

3.1 You may be required to register on the Platform to access the Platform's features.

3.2 You agree not to share your login details with any other person. Your login is personal and you must not transfer or provide it to others.

3.3 You are responsible for keeping your login details and your username and password confidential and you will be liable for all activity via your login. You agree to immediately notify us of any unauthorised use of your login.

4.1 You may be charged a monthly access fee if you use the Platform, as set out on the Platform and in your current Billing Agreement(s) (Platform Access Fee).

4.2 Billing Agreements will be available via the Platform and will set out any applicable charges for Usage Sessions at any applicable premises.

4.3 If payment is required for a Usage Session you will be required to accept the relevant Billing Agreement in order to use the Equipment and Platform at a specific premises.

4.4 Billing Agreements may be amended from time to time, including at the request of the relevant Account Holder or by us in relation to fees charged by us under these Terms. Changes to underlying inputs used to calculate charges, including changes to the applicable retail electricity tariff, do not constitute an amendment to a Billing Agreement. Where a Billing Agreement itself is amended, you will be notified through the Platform and will be required to accept the amended Billing Agreement before using the Equipment at the relevant premises.

4.5 Where you are required to make payment, payment will be made using Prepaid Credit. You may deposit funds into your Platform account, which will be debited for each Usage Session and for any applicable Platform Access Fee in accordance with the relevant Billing Agreement(s).

4.6 You authorise us to charge your Stored Payment Method for amounts you elect to deposit into, or use to replenish, your Prepaid Credit balance, including automatic replenishment where elected by you.

4.7 For Prepaid Credit, you acknowledge that:

(a) funds will be held in your Platform account until used for Usage Sessions or other applicable charges;

(b) unused Prepaid Credit may be subject to expiry terms as notified to you; and

(c) refunds of Prepaid Credit are subject to our refund policy and applicable law.

4.8 All payment information is processed and stored in accordance with applicable payment card industry standards and our Privacy Policy.

4.9 You are responsible for maintaining the accuracy and currency of your Stored Payment Method details.

4.10 You must immediately notify us of any unauthorised transactions or suspected security breaches relating to your Payment Profile.

4.11 Managed Socket Outlets: If you use a managed socket outlet, you are responsible for any appliance, device or other equipment that you connect to it and for ensuring that the connected equipment is safe, suitable for the outlet and used in accordance with applicable laws and manufacturer requirements.

4.12 You must not connect equipment that:

(a) exceeds the electrical rating of the outlet or associated circuit;

(b) is unsafe, damaged or defective;

(c) is life-support equipment, or other equipment whose safe operation requires a continuous or uninterrupted electricity supply; or

(d) does not comply with applicable Australian electrical safety requirements or hold any approval required for its lawful use in Australia.

4.13 Managed Power: You acknowledge that electricity supplied through managed socket outlets may be reduced, interrupted or disconnected by the Platform from time to time, including for load management, maintenance, faults, electricity supply limitations or other operational reasons.

4.14 You are responsible for ensuring that any equipment connected to a managed socket outlet can safely tolerate the interruption, reduction and restoration of electricity supply. To the maximum extent permitted by law, we are not responsible for loss or damage to connected equipment arising solely from the normal operation of the Platform in accordance with these Terms.

4.15 Convenience Use: Your access to and use of the Platform and Equipment is intended as a convenience and must not be relied on for a safety-critical, mission-critical or other essential purpose.

4.16 Availability: We do not guarantee that the Platform, any particular item of Equipment, or electricity supplied through Equipment will be continuously available. Availability may be affected by load management, maintenance, faults, electricity supply interruptions, telecommunications or internet outages, restrictions imposed by the Account Holder or electricity network, or other circumstances outside our reasonable control.

4.17 If continuous or time-critical access to charging or electrical power is important to you, you are responsible for making suitable alternative arrangements.

4.18 Reporting Faults: If you become aware that Equipment is unavailable or not operating correctly, you may report the issue to us through a support channel made available by us.

4.19 After becoming aware of a fault affecting your use of the Platform or Equipment, we will use reasonable efforts to investigate the issue and, where the issue is within our responsibility, take reasonable steps to restore the affected service.

4.20 Incorrect Charges: If a fault in the Platform results in you being charged for electricity, a Usage Session or another usage-based charge that was not actually provided or incurred, we will make a reasonable adjustment, credit or refund to correct the charge.

4.21 No separate service-credit scheme applies to individual End Users under these Terms merely because the Platform or Equipment is unavailable. This clause does not limit any rights or remedies you may have under the Australian Consumer Law or other applicable law.

5.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us or our licensors.

5.2 We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.

5.3 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

6.1 You represent, warrant and agree that:

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b) there are no legal restrictions preventing you from entering into these Terms;

(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and

(d) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

6.2 You acknowledge that:

(a) Billing Agreements reflect the charging arrangements determined or approved by the relevant Account Holder, including applicable electricity costs and other fees or charges determined or approved by the Account Holder, together with any fees charged by us under these Terms;

(b) electricity costs may vary based on the Account Holder's applicable retail electricity tariff; and

(c) Billing Agreement charges and underlying pricing inputs may change from time to time, including as a result of changes to electricity tariffs or other matters outside our control.

7.1 Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, restricted or modified, including under the Australian Consumer Law. To the maximum extent permitted by law:

(a) neither Party will be liable for Consequential Loss;

(b) each Party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party's personnel, including any failure by that Party to mitigate its losses; and

(c) subject to any rights you have under the Australian Consumer Law, we are not liable to you to the extent that any Liability arises from:

(i) a Billing Agreement, pricing setting or other instruction determined or approved by an Account Holder;

(ii) a change to an applicable retail electricity tariff or other pricing input that is outside our reasonable control;

(iii) the unavailability, interruption or reduction of access to the Platform or Equipment in circumstances contemplated by these Terms; or

(iv) your misuse of the Platform or Equipment, or your failure to comply with these Terms.

8.1 We collect and process information relating to your Usage Sessions, payment transactions, and your use of the Equipment and Platform for the purposes of:

(a) processing payments;

(b) providing Billing Agreement updates;

(c) providing our services to the Account Holder;

(d) maintaining and improving the Platform; and

(e) complying with legal and regulatory requirements.

8.2 This information is handled in accordance with our Privacy Policy and applicable privacy laws.

9.1 If we reasonably suspect that you have breached these Terms, we may suspend your access to the Platform or Equipment while we investigate. If we determine that you have breached these Terms, we may continue the suspension, require you to remedy the breach within a reasonable period, or terminate your access where the breach is material, repeated, cannot reasonably be remedied, or requires immediate action for security, safety, legal or operational reasons.

9.2 Your access to the Platform or Equipment at premises associated with an Account Holder may be suspended or terminated if that Account Holder's agreement with us is suspended or terminated, the relevant Platform services at those premises are cancelled or suspended, or the Account Holder withdraws your authority to use the Platform or Equipment at those premises.

10.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

10.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

10.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

10.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

10.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party's intellectual property rights.

10.6 You agree to comply with any applicable third-party terms when using our mobile application.

10.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

10.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

11.1 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

11.2 Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

11.3 Force Majeure: To the maximum extent permitted by law, we are not liable for any delay, interruption or failure to provide the Platform or access to Equipment to the extent caused by an event beyond our reasonable control, including natural disasters, widespread utility or telecommunications failures, government or regulatory action, civil disturbance, war, terrorism, epidemic or pandemic.

11.4 Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

11.5 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you sign up to the Platform. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

11.6 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

12.1 Billing Agreement means the payment terms applicable to your use of the Equipment and Platform at particular premises, including any applicable charges for electricity consumed during a Usage Session, time-based fees, per-connection fees and Platform Access Fee, as amended from time to time in accordance with these Terms.

12.2 Consequential Loss means any consequential, special or indirect loss, including loss of profit, revenue, business, goodwill, opportunity, savings, reputation, benefit or use, whether actual or anticipated, but does not include a loss merely because it was foreseeable.

12.3 Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets (including the right to keep confidential information confidential), circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

12.4 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

12.5 Payment Profile means your selected payment method and preferences, as set out on the Platform.

12.6 Prepaid Credit means funds deposited by you into your Platform account for future Usage Sessions.

12.7 Stored Payment Method means the credit card, debit card, or other payment method securely stored on the Platform for automatic payment processing.

12.8 Tariff means the applicable retail electricity tariff for the premises or Equipment, as provided to or approved by the Account Holder.

12.9 Usage Session means a period during which you use a particular item of Equipment and the Platform records that use, commencing when the Platform records the start of the session and ending when the Platform records the session as completed or terminated.