“ParEV” ( a tradename of E.J. Harper & Co. Ltd.) is a professional provider of electric vehicle charge point management software via a third party provider, Miralis Data Ltd. These terms and conditions (Terms) set out how ParEV & Miralis Data Ltd. will together deliver the software (Software) and related services (Services) which you order.

“ParEV” also resells electric vehicle charge point hardware and associated items, however terms & conditions for all hardware are available separately at time of quote / purchase. “ParEV” recommends all electrical hardware is supported via Service & Maintenance contract (which is separate to software support predominantly dealt with in these Terms & Conditions) but for avoidance of doubt, these Terms & Conditions make clear that it is the equipment owner’s responsibility to ensure compliance with all applicable local & national regulations for ongoing service, maintenance and safety of electrical equipment sourced from ParEV or operated via the ParEV Network. Service & Maintenance contracts may be arranged between the equipment owner and third party (generally an electrical contractor) or be organised through ParEV – in the latter case, further terms & conditions may apply.

ParEV includes various modules, including ParEV Core and ParEV Billing, and is delivered via a back-office software and mobile app, and includes all available functionality at the time of agreement and as detailed on its website.

ParEV is entitled to make changes to the software that do not have a material adverse impact at any time, provided that ParEV notifies the Customer of such changes as soon as reasonably practicable and shall ensure that details of any such changes affecting the Customers’ use of ParEV are included in the next commercially available update of the support and training documentation.

Over time enhancements and improvements to the above products will be rolled out. These will be provided free of the charge as part of this Agreement. ParEV will provide additional support beyond the provision of the above services. This is limited to the provision of advice, resource and time but not to the provision of hardware or any other non-agreed cost.

You will endeavour to work with ParEV to provide timely access to required information to enable the effective implementation of the above services. This includes, but is not limited to, electricity site information to ensure safe use of chargers; location information; information on chargers including any faults and errors; access to required personnel, including all relevant third-parties and sub-contractors.

ParEV Support

This excludes pre-agreed scheduled maintenance. ParEV cannot be held responsible for changes, damage or other actions made to the charging hardware by the client, their customer or third-parties that make the charging units inoperable.

The Customer should make every effort to raise any issues with ParEV at the earliest opportunity.



Future Products

During the period of the agreement, ParEV may make available new products that may be of benefit to Customer and its clients. These are outside this Agreement and will not be provided to the Customer without their written consent.

Ordering ParEV Software and Services

You may place orders by accepting in writing the terms of a quotation ParEV has provided to you or by placing a written order in accordance with the terms of any framework agreement in place between us. All orders will be subject to and incorporate these Terms.

ParEV may accept or decline orders for Software or Services at its absolute discretion. ParEV shall have no obligations in relation to an order until it has accepted the order in writing, at which point a contract will be formed (Contract).

Your Responsibilities to ParEV

ParEV believes that accessible and easy electric vehicle charging is a key success factor in promoting the mass adoption of electric vehicles. To help ParEV:

Where there is an issue with a chargepoint that affects the deployment and use of ParEV you will report the issue promptly to ParEV.

You agree that you will operate the Software in accordance with the relevant Documentation provided to you and you will not attempt to change the coding or affect the Software in any way with ParEV’s prior written consent.

ParEV Charge Point Configuration

ParEV provides full support at installation and post-installation for the proper configuration of electric vehicle chargers so that connection between the charger(s).

You agree to provide full details to ParEV of the make and model of the charge point prior to installation and agree to follow the configuration information provided. ParEV cannot be held responsible for the incorrect configuration of the charger by the owner, installer or charge point manufacturer.

The chargepoints are designed to be smart enabled and ParEV requires certain information from you, once your chargepoints have been installed, so that it can comply with its obligations under these Terms. You agree to provide ParEV with the following information:

Site details

MPAN and site load capacity details (if load balancing required)

Charger name

OCPP ID

Meter delivery value

Connector identifier

Maximum power

Connector details

Once installed, your chargepoints need to be connected to and communicating with Miralis Data Ltd.’s servers over either a 3G, 4G or 5G mobile network (if the chargepoint is 3G/4G/5G enabled) or if a phone signal is not available over the internet via LAN or Wi-Fi. All chargepoints must actively communicate with Miralis Data Ltd.’s servers to enable them to be remotely maintained.

SIM cards, eSIMS and their data charges are not provided unless specified and agreed at the time of Agreement. It is assumed that sites shall in preference use LAN internet connection, which will be provided & maintained by the site owner. ParEV cannot be held responsible should the installation fail to ensure internet-based communication with ParEV.

Chargepoint Middleware

Some chargepoint manufacturers operate their chargers via an OCPP middleware. Non exhaustively, these companies include EO Charging, Easee, Zaptec and ChargeAmps. In these cases ParEV connects to their middleware to operate their chargers. Where it is necessary to connect via an OCPP middleware ParEV takes no responsibility for the failure of the middleware solution and downtime. In the event that such a circumstance occurs ParEV will notify the Reseller as soon as possible after it becomes aware of any downtime or effect on the Service.

Software

Failure to maintain an active subscription to ParEV means that your chargepoints may no longer function fully.

You agree to only use the ParEV Network:

for the purpose of managing your ParEV chargepoints;

in a lawful manner and which does not adversely impact other users; and

in accordance with these Terms.

You shall not, except as may be allowed by any applicable law:

attempt to copy, modify, duplicate, create derivative works from, republish or distribute all or any portion of ParEV’s Software in any form or media or by any means; or

attempt to decompile, disassemble or reverse engineer all or any part of ParEV’s Software; or

access all or any part of ParEV in order to build a product or service which competes with ParEV; or

use ParEV to provide services to third parties other than where you are an installer and for your clients only; or

The rights provided under these Terms are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours without ParEV’s prior written consent, such consent not to be unreasonably withheld.

ParEV warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

ParEV reserves the right, without liability or prejudice to its other rights, to disable your access to ParEV if you breach the provisions of these Terms.

A subscription to ParEV allows you to manage your chargepoints through a web interface.

ParEV undertakes to use reasonable endeavours to maintain the uptime of the ParEV platform, however:

ParEV does not warrant that your service will be uninterrupted or error-free; or that ParEV and/or the information obtained by you through ParEV will meet your requirements; and:

ParEV is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that ParEV may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

ParEV is constantly improving the Software, and it reserves the right to add, modify and remove functionality as it sees fit.

Access to ParEV must be limited to your employees and those of your contracted customers. It is your responsibility to ensure people who have access to a ParEV account use best practice in choosing and securing their log in credentials.

You agree to use all reasonable endeavours to prevent any unauthorised access to, or use of, ParEV in the event of any such unauthorised access or use, to promptly notify ParEV.

Data

ParEV collects data from electric vehicle drivers in relation to use of your chargepoints. This usage data will be owned and managed by Miralis Data Ltd.

Miralis Data Ltd. stores data using industry standard security and encryption, and it will take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the data.

ParEV may share data relating to the location of your chargepoints with third parties.

In relation to data generated by your chargepoints, ParEV grants you a non-exclusive, non-transferable, revocable, licence for internal business use only whilst you have an active subscription, to:

access, view and manipulate data and create derived data;

store the data and manipulate data;

distribute the data and manipulated data using ParEV.

Any display of such data by you shall credit, wherever technically and commercially feasible, ParEV, any licensor of ParEV or any other source of the data specified by ParEV as the source of the data.

Whilst ParEV uses reasonable endeavours to ensure the accuracy of the data, it will not be liable for any loss or damage in the event that the data is inaccurate.

Whilst ParEV uses reasonable endeavours to protect the data, its systems, including use of backup services and industry standard security solutions, ParEV excludes any liability to the fullest extent permitted by law for damage to or loss of data.

Setting your Chargepoints as Public or Private access

You can choose if your chargepoints are public or private

Public Chargepoints:
You agree to allow ParEV to use your brand name in describing the location of the chargepoint.

You agree that your chargepoints will appear on the ParEV App, in car systems, maps and on a variety of 3rd party data sources which ParEV provide.

You give ParEV permission to share information, including locations, descriptions, current status, pricing and access times of your chargepoints with third parties from time to time.

You give ParEV permission to include the existence of your chargepoints in marketing as is sees fit from time to time.

Private Chargepoints
Where you set a chargepoint as private, you will be able to limit access to the chargepoint to a defined set of people (for example employees of your company).

Those people will be able to see your chargepoints on ParEV’s app, but ParEV will not advertise the chargepoint beyond the inclusion on the map for your chosen set of people.

Changing the Access of your Chargepoints

If you change a chargepoint’s status from Public to Private, ParEV cannot guarantee if and when that chargepoint will be removed from 3rd party data sources.

ParEV Billing Functionality and Reporting

While you have an active ParEV subscription, ParEV can enable ParEV Billing functionality for your chargepoints on request.

ParEV Billing functionality is based around a mobile phone app or RFID cards, and where an app relies on the EV driver having an Android or iOS based mobile phone.

When ParEV Billing is enabled, a tariff of your choosing will be set for users of your chargepoints, which you can edit in the ParEV platform.

When ParEV Billing is enabled, ParEV may charge you the ‘Transaction Fee’ set out below for each chargepoint.

All payments are processed via Stripe. Details may be subject to change https://stripe.com/gb/pricing. The client agrees to abide by Stripe’s Terms and Conditions, which can be found at https://stripe.com/en-gb/ssa.

In order to receive payments you will need to create a Stripe account and provide the details of the account to ParEV to integrate it into ParEV Billing. This will enable payments to be made directly to your account less the Transaction Fee, which will be passed to ParEV by Stripe.

Electricity Costs

ParEV is not responsible for the cost of energy supplied to your chargepoints.

If you wish to recover the cost of energy supplied to your chargepoints, it is suggested you use the ParEV Billing functionality.

Electrical Demand Restrictions

Your chargepoints are supplied with features which allow them to synchronise with local, regional and national electrical demand restrictions.

These features allow ParEV to briefly pause charging, for example on instruction from official bodies such as the National Grid, for the purpose of balancing or maintaining stability of the local or national electrical generation or distribution grid. Under normal circumstances, ParEV don’t expect this functionality to have any material effect on charging, however, this may lead to potential pauses in charging.

Prices

Unless otherwise stated, prices are exclusive of amounts in respect of VAT and shipping costs.

Until a Contract has been formed, ParEV reserves the right to vary its pricing without notice. However, where ParEV has provided a quotation to you, unless otherwise stated, it will hold that price firm for a period of 30 days from the date of the quotation.

A ParEV subscription is charged on a per socket per month or per year basis.

The prices for the ParEV software and any related services will be set out in the Contract.

Invoicing and Payment Terms

ParEV may invoice you as follows:

ParEV subscription are invoiced monthly or annually in advance following commissioning of the chargepoint, or on a regular recurring basis as agreed in advance in writing;

The ParEV Billing Transaction Fee shall be deducted from the driver tariff at the point of purchase;

ParEV retains the right to amend the pricing at any time after the end of this period.

You will pay all invoices in full, without any deduction or set off and in cleared funds, within 30 days of the invoice date.

ParEV reserves the right to charge interest on any amount overdue from you at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.

If ParEV does not receive payment in accordance with these Terms, it may suspend your account, and your chargepoints will no longer function.

Reseller’s Appointment and Rights

ParEV grants right to professional organisations such as installers and manufacturers the right to resell ParEV to its customers as a recognised Reseller.

ParEV appoints the Reseller as the reseller of the Software and the Documentation for the Term, and the Reseller accepts this appointment, subject to these Terms.

ParEV grants the Reseller the following rights for the Term in relation to the Software and the Documentation on the following terms and subject to the Terms:

Rights

ParEV grants the Reseller rights to:

Market, promote, distribute and provide Reseller Support in connection with the Software and the Documentation to Customers.

The Reseller’s Rights

Value-added products: The Reseller may market and distribute the Software and the Documentation in combination with the Reseller Products..

No exclusivity: The Reseller’s Rights are non-exclusive.

Transferability: The Reseller’s Rights are personal to the Reseller and are non-transferable.

Territory: The Reseller’s Rights are granted in the United Kingdom.

Rights reserved: All rights not specifically and expressly granted in writing to the Reseller under this Agreement are hereby expressly reserved to the Owner. Nothing in this Agreement shall prevent the Owner from marketing, promoting, distributing and supporting the Software or Documentation to any persons within the Territory either directly or via other distributors, resellers, partners or agents.

The Reseller undertakes during the Term that it shall not:

Purchase the Software from any person other than ParEV;

Assist any third party in the sale of any of the Software.

Reseller’s Responsibilities—Customers

The Reseller shall ensure it does not:

Make, give or by any act or omission give rise to any licence, promise, warranty, guarantee, indemnity, representation, agreement, arrangement or binding right, remedy or obligation (howsoever arising under any legal theory) concerning the Software or Documentation other than in accordance with the Contract;

Supply or licence the Software or Documentation to any third party:

Until the relevant third party has duly entered into an End User Agreement that is legally binding under all applicable laws on each of the Reseller and Customer (and shall promptly provide evidence of the same at the Owner’s request); and

Other than in accordance with the terms of the relevant End User Agreement and this Agreement; provide any support, maintenance or other services in connection with the Software other than Reseller Support on the terms of a duly executed End User Agreement; or

Amend, modify or vary any terms of any End User Agreement with any Customer without the Owner’s prior express written consent.

The Reseller shall at all times:

Promptly forward to the Owner any enquiry from a person relating to the supply of the Software (or any other support or services analogous to those available under an End User Agreement) outside of the Territory;

Comply at all times with its obligations under and in connection with each End User Agreement;

Provide the Reseller Support to Customers in accordance with Schedule 1; and

The Reseller shall at all times:

Be responsible for and ensure that all Customers comply with their respective End User Agreement and (as between the Reseller and the Owner) be liable to the Owner for any act or omission by any Customer in breach of their End User Agreement as if it were the Reseller’s own act or omission; and

Provide the Owner with such information and assistance as the Owner may reasonably require for the purpose of enforcing the terms of any End User Agreement with a Customer.

If a Customer has breached the terms of the End User Agreement, the Reseller shall promptly:

Use all reasonable endeavours including court action and obtaining injunction(s) to ensure such breach is promptly ceased and remedied; and

Unless otherwise agreed in writing by the Owner exercise its right(s) to terminate the relevant End User Agreement to the extent they arise as a consequence of such breach.

Reseller’s Responsibilities—General

Marketing

The Reseller shall at all times:

Market and promote the Software and Reseller Support to Customers and prospective Customers in the Territory (at its own cost) in accordance with the terms of this Agreement;

Distribute the Software and the Documentation to Customers in the Territory (at its own cost) in accordance with the terms of this Agreement;

Use all reasonable endeavours to promote use of the Software throughout the Territory;

The Reseller shall ensure it does not:

Conduct its business or any dealings with third parties (including Customers) in any manner which is likely to have a negative impact on the goodwill or reputation of the Owner; or

Do, permit or omit to do anything which in the reasonable opinion of the Owner is prejudicial to marketing or sales of the Software or any related products or services.

Reseller Resources and Training

The Reseller shall ensure that at all times:

It has sufficient and suitable equipment and facilities to perform the Reseller’s Responsibilities; and

All personnel engaged in the performance of the Reseller’s Responsibilities shall have the appropriate qualifications, training and experience to adequately perform the Reseller’s Responsibilities.

The Reseller’s personnel shall at all times throughout the provision of the Reseller’s Responsibilities and this Agreement remain the employees or sub-contractors of the Reseller and shall remain under the overall control of the Reseller. The Reseller and the Owner acknowledge and agree that the Reseller’s personnel are not, nor are they deemed to be for any purpose, employees of the Owner.

Any services (including training, support or maintenance) provided by the Owner to the Reseller other than as expressly provided for under this Agreement shall be charged to the Reseller at the Owner’s standard charges for such services in force from time to time.

Other General Obligations

The Reseller shall at all times:

Comply with its warranties and obligations;

Without prejudice to any other obligation, comply with the Owner’s reasonable instructions in relation to the use of the Software;

Provide such information and assistance as the Owner may reasonably require to perform the Owner’s obligations and exercise the Owner’s rights under this Agreement;

Ensure all information provided to the Owner is complete and accurate in all material respects;

Give the Owner reasonable prior written notice of any information the Reseller requires in accordance with this Agreement and promptly notify the Owner if the Reseller has reason to suspect that any such information is inadequate, inaccurate or incomplete;

Indicate it is acting as reseller and not as author or developer of the Software in all correspondence and dealings with third parties;

Perform the Reseller’s Responsibilities in compliance with such Owner Policies as are relevant to the Reseller’s performance of the Reseller’s Responsibilities;

Perform its other obligations as set out in this Agreement.

The Reseller shall ensure it:

Does not incur any liability, debt or obligation whatsoever on behalf of the Owner; or Indemnity

The Reseller shall indemnify, keep indemnified and hold harmless the Owner from and against all losses, damages, liabilities, fees, costs and expenses incurred by the Owner arising in connection with any one or more of the following:

Any breach of this Agreement by the Reseller;

Any use or combination of the Software with the Reseller Products; and/or

Any claim by any third party that any materials produced by, or conduct of, the Reseller in connection with the Reseller’s Responsibilities and/or this Agreement, is defamatory or otherwise contrary to law.

ParEV’s Obligations

ParEV shall:

Provide the Reseller with the Owner Support in accordance with Schedule 1;

Provide the Reseller with information about the Software and the Documentation, and update the same, on a timely and regular basis;

Provide the Reseller with adequate supplies of sales and marketing materials relating to the Software for the Reseller to use, reproduce and distribute solely for the purpose of the Reseller fulfilling its obligations under this Agreement;

Provide the Reseller with such information and assistance as the Reseller may reasonably require to perform its obligations under this Agreement;

To the extent reasonably possible, give the Reseller at least 14 Business Days’ advanced written notice of any Updates of the Software which the Owner intends to issue to the Reseller.

Title and Risk

Any Software and data ParEV provides is licensed only and risk in and title to such Software remains with ParEV at all times. All intellectual property rights in the Software and Products are reserved by ParEV.

Proprietary Rights

You acknowledge and agree that ParEV and/or ParEV’s licensors own all intellectual property rights in ParEV’s Software, Services and data. Except as expressly stated herein, ParEV does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights.

Marketing and Announcements

Neither party shall make any public announcement concerning any agreement without the other’s prior written consent.

ParEV may, with your prior written consent which will not be unreasonably withheld or delayed:

Issue a press release, outlining that we are working together, immediately following the installation of ParEV’s software.

Create case studies around ParEV’s engagement with you for use in marketing and promotional materials;

Liability

ParEV’s liability under each Contract shall be limited to the total amount paid by you under the Contract in the 12 months preceding any claim.

ParEV does not represent or warrant that its Software are free of infringement of any third party Intellectual Property Rights.

ParEV makes no representation regarding the accuracy of any information or data provided with or contained in the Software or obtained or collected by use of the Software.

In no event shall ParEV be liable to you (or any user) for any indirect or consequential loss or damage, including but not limited to loss of profits, contracts, use, revenue, reputation, business, data or business information or for any other financial or economic loss.

Assignment and Other Dealings

ParEV may subcontract its obligations under these Terms to suitably qualified third parties.

Neither party may assign or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld.

Confidentiality

While you are in possession of Software, and for a period of two years after ceasing to be in possession of any Software you may not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its group, including but not limited to information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, Software, market opportunities and customers (“Confidential Information”), except where:.

Each party may disclose the other party’s Confidential Information to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this condition as though they were a party to these Terms.

The disclosing party shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this condition; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms.

Data Protection

Agreed Purposes means the performance of the Contract.

Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures have the meaning set out in the Data Protection Legislation in force at the time.

Data Protection Legislation means (i) the Data Protection Act 2018; (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK; and (iii) any successor legislation to the Data Protection Act 2018 and the GDPR..

Permitted Recipients means the parties to the Contract, the employees of each party and any third parties engaged to perform obligations in connection with the Contract.

Shared Personal Data means the personal data to be shared between the parties under the Contract.

The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

Ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;

Give full information to any data subject whose personal data may be processed under the Contract of the nature such processing. This includes giving notice that, on the termination of the Contract, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assigns;

Process the Shared Personal Data only for the Agreed Purposes;

Not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

Ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by the Contract;

Process no other personal data acquired in connection with the Contract other than the Shared Personal Data;

Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;

Not transfer any personal data outside of the European Economic Area unless the prior written consent of the data subject has been obtained and the following conditions are fulfilled: (i) the data subject has enforceable rights and effective legal remedies with regard to the transferred personal data; (ii) the transferring party complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.

Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate the Contract with immediate effect.

Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

Allow the other party to approve and, if the other party deems necessary, to amend any notices given to data subjects in relation to the Shared Personal Data;

Promptly inform the other party about the receipt of any data subject access request;

Provide the other party with reasonable assistance in complying with any data subject access request;

Not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party;

Assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

Notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

At the written direction of any data subject, delete or return personal data and copies thereof to the data subject on termination of the Contract unless required by law to store the personal data;

Use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

Maintain complete and accurate records and information to demonstrate its compliance with this condition; and

Provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.

Force Majeure

Neither party shall be in breach of these Terms or liable for delay in performing, or failure to perform, any of our obligations under these Terms if such delay or failure results from any act, event, omission or non-event beyond its reasonable control, including (but not limited to) acts of God, riots, war, acts of terrorism, severe fire, severe flood, storm, earthquake or any disaster.

Anti-Bribery

Each party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the Bribery Act 2010.

Each party shall promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of the Contract.

Entire Agreement

These Terms and any Additional Terms referred to in the relevant Order apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Contract 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.

Each party acknowledges that in entering into the Contract 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 the Contract.

Governing Law and Jurisdiction

The Contract 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 and Wales.

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

Version 4.1 Updated December 2021
Payment Terms and Conditions
Please read the following terms and conditions carefully before registering, accessing, browsing, or using the website. By accessing or using or by using the Payment Services offered via the website(defined below), you agree to be bound by the terms and conditions set out herein including any additional guidelines and future modifications. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you should not access or use the site and immediately terminate your use of the Payment Service.

Your Agreement to these Terms and Conditions

These Terms and Conditions (as may be amended from time to time, the “Agreement”) alongside our Privacy Policy form the legal contract between You being, an individual customer, user, or beneficiary of this service, and E.J. Harper & Co. Ltd. trading as ParEV (Company number NI019285) 34 Montgomery Road, Belfast, BT6 9HL. All services are rendered by ParEV & Miralis Data Ltd. through its platform under the brand names “ParEV” and “ParEV”. Hence all the rights, benefits, liabilities & obligations under the following terms & conditions shall accrue to the benefit of ParEV (together with its subsidiaries and other affiliates, “us” or “We”), regarding your use of our services (known as “Payment” or the “Payment Service(s)”). The Payment Service is designed to facilitate payment for an authorised seller (known as the “Merchant”) of supported services e.g. Electric Vehicle Charging (known as “Merchant Service(s)”).

Payment may be realised via our Pay-as-you-go service or via the our Top-up Service and such other services which may be available from time to time via our websites https://parev.chargingsites.co.uk/ & www.par-ev.com (referred to as the “Site") or mobile app (referred to as the “App”).

All Payment Services are provided subject to your adherence with the terms and conditions set forth herein including relevant policies. ParEV reserves the right, at its sole discretion, to revise, add, or delete any or all of these terms and conditions at any time without further notice. You shall re-visit the “Terms & Conditions” link from time to time to stay abreast of any changes that the “Site” or “App” may introduce.

Eligibility

The Payment Services are available to any person who holds a valid credit card, is resident in the United Kingdom and who wishes to pay for a Merchant Service. By accepting these Terms & Conditions or by otherwise using the Payment Service or the Site or App, You represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent identity, or affiliation with any person or entity.

Services

Our Payment Services facilitate the transfer of money from You to the Merchant according to a tariff (the “Tariff”) set by the Merchant for the Merchant Services. ParEV is not a warrantor, insurer, or guarantor of the Merchant Service. We are not party to any contract you may have with the Merchant, and Payment Services are provided by us to you without recourse against us for any breach of contract by the Merchant. Any disputes regarding the quality, duration of service, cost, expiration, or other terms of the Merchant Service purchased must be handled directly between You and the Merchant.

Payment

The Payment Service offers a convenient and secure way to make payments by You to eligible Merchants. We use third party secure payment methods to process credit and debit card payments. The third parties providing these services may require that you to adhere to terms and conditions, and you agree that it is solely your responsibility to meet any conditions stipulated as part of their service.

Our ability to provide the Payment Service to you may be subject to the approval and acceptance of a number of third parties, for example the credit/debit card issuer or a third party providing acquiring services. Any services which are supplied to you by a third party are the responsibility of that third party and you acknowledge that our ability to perform the Payment Services may be impacted by that third party. We are not liable for any delay in or non-performance of the Payment Services which is caused by such a third party.

In order to use the Payment Service, you will need to ensure that you have secure access to the World Wide Web. Such access and any costs associated with access to the World Wide Web are not our responsibility and not part of the Payment Service.

Depending upon the terms of the Merchant Service; (i) the specific features of the Payment Service may differ (ii) the type and range of Payment Services (e.g. Top-Up and PAYG) that can be used to make payment may differ and (iii) the charges or fees for use of the Payment Service or any aspect of the Payment Service may differ. The details related to these aspects will be in accordance with the terms of sale by the Merchant. Any discrepancies between the Payment Service and the terms provided to you by the Merchant must be taken up with the Merchant.

No adjustment to Payment will be made by us unless we are instructed to do so by the Merchant.

The use of the ParEV Payment Service requires that you provide your details (“Registration Data”) via our Site or App and provide credit or debit card details via our third party partner. In doing so, you agree to:

Provide true, accurate, current and complete information about yourself, your credit or debit card details (“Payment Data”), and

Maintain and promptly update the Registration Data, and Payment Data to keep it true, accurate, current and complete.

If you provide any information that is untrue, inaccurate, not current or incomplete, or ParEV has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ParEV has the right to suspend or terminate your account and refuse any and all current or future use of the Payment Service (or any portion thereof).

You acknowledge that the accuracy and promptness of providing the Payment Service depend on many factors including the infrastructure, connectivity and response times of third party platforms, and as such ParEV shall not be responsible for any non-delivery or delayed delivery of the Payment Service in any way whatsoever.

ParEV assumes no responsibility and shall incur no liability if it is unable to effect a payment under any circumstances.

Communication Policy

You accept that ParEV may send information and alerts (“Communication”) relevant to the provision of the Payment Service to the mobile phone number and/or email address held within your Registration Data.

You acknowledge that such Communication is an additional facility provided for your convenience and that it may be susceptible to error, omission and/ or inaccuracy. In the event that you observe any error in the information provided in the Communication, You agree to inform ParEV immediately about such an error and ParEV will make reasonable efforts to rectify the error as early as possible. You shall not hold ParEV liable for any loss, damages, claim, expense including legal cost that may be incurred/ suffered by You on account of your use of this facility .

By accepting the terms and conditions You acknowledge and agree that ParEV may call the mobile phone number contained within the Registration Data, for the purpose of supporting and collecting feedback from the customer regarding use of the Payment Service.

Use of Site

You understand that except for information, products or services clearly indicated as being supplied by ParEV or Miralis Data Ltd., we do not operate, control, or endorse any information, products or services on the Internet in anyway. You also understand that ParEV cannot and does not guarantee or warrant that files available for downloading through the “site" will be free of viruses, or other code that may be damaging. You are responsible for implementing procedures to satisfy your particular requirements and for accuracy of data input and output.

Refunds and Balances

You agree that any matter of dispute regarding the provision of the Merchant Service is solely between you and the Merchant. We will only issue a refund against any disputed transaction when instructed to do so by the Merchant.

Any balances held by ParEV on behalf of You, e.g. within the Top-Up service, may only be used to purchase goods and services as part of the Payment Service. Where your account remains unused for at least 12 calendar months i.e. no transactions have taken place in that time, the account shall expire and the remaining balance will be forfeited.

No refunds will be provided for unused or forfeited funds.

Termination/Agreement Violations

You agree that ParEV, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your account (or any part thereof) or your use of the Payment Service and remove and discard all or any part of your account, your user profile, or your recipient profile, at any time. ParEV may also in its sole discretion and at any time discontinue providing access to Payment Services, or any part thereof, with or without notice. You agree that any termination of your access to the Payment Service or any account you may have or portion thereof may be effected without prior notice, and you agree that ParEV will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ParEV may have at law or in equity. Upon termination for any reason, you agree to immediately stop using the Services.

Limitation of Liability and Damages

In no event will ParEV or its contractors, agents, licensors, partners, suppliers be liable to you for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to (i) this agreement, (ii) the Payment Services, the Site or any linked or referred site, or (iii) your use or inability to use the Payment Services, the Site (including any and all materials) or any linked or reference sites, even if Miralis Data Ltd. or a ParEV authorized representative has been advised of the possibility of such damages.

In no event will ParEV or any of its contractors, directors, employees, agents, third party partners, licensors or suppliers’ total liability to you for all damages, liabilities, losses, and causes of action arising out of or relating to (i) this Agreement, (ii) the Payment Service, (iii) your use or inability to use the Payment Service or the Site (including any and all Materials) or any linked sites, or (iv) any other interactions with ParEV, however caused and whether arising in contract, tort including negligence, warranty or otherwise, exceed the amount paid by you, if any, for using the portion of the Payment Service or the Site giving rise to the cause of action or twenty Pounds Sterling (£20), whichever is less.

You acknowledge and agree that ParEV has offered its products and services, set its prices, and entered into this Agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and ParEV, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and ParEV. ParEV would not be able to provide the Payment Service to you on an economically reasonable basis without these limitations. Where applicable law may not allow the limitation or exclusion of liability or damages, ParEV’s liability will be limited to the fullest extent permitted by applicable law. This paragraph shall survive termination of this Agreement.

Indemnification

You agree to indemnify, save, and hold ParEV & Miralis Data Ltd., its affiliates, contractors, employees, officers, directors, agents and its third party suppliers, licensors, and partners harmless from any and all claims, losses, damages, and liabilities, costs and expenses, including without limitation legal fees and expenses, arising out of or related to your use or misuse of the Payment Services or of the Site, any violation by you of this Agreement, or any breach of the representations, warranties, and covenants made by you herein. ParEV reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify ParEV, including rights to settle, and you agree to cooperate with ParEV’s defence and settlement of these claims. ParEV will use reasonable efforts to notify you of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it. This paragraph shall survive termination of this Agreement.

Disclaimer: No Warranties

To the fullest extent permissible pursuant to applicable law, ParEV and its third-party partners, licensors, and suppliers disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from ParEV or through the Payment Service or the site will create any warranty not expressly stated herein. You expressly acknowledge that as used in this section, the term “ParEV” includes ParEV’s officers, directors, employees, shareholders, agents, licensors, subcontractors and affiliated companies. You acknowledge that ParEV is not liable for any 3rd party (Merchants & suppliers) obligations due to rates, quality, and all other instances. You expressly agree that use of the Payment Services and the Site is at your sole risk. It is your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the Site or on the internet generally. We do not warrant that the Payment Service will be uninterrupted or error-free or that defects in the Site will be corrected. The Payment Service and the Site and any data, information, third party software, reference sites, services, or software made available in conjunction with or through the Payment Service and the Site are provided on an “as is” and “as available,” “with all faults” basis and without warranties or representations of any kind either express or implied. ParEV, and its third party suppliers, licensors, and partners do not warrant that the data, ParEV software, functions, or any other information offered on or through the Payment Services, the Site or any reference sites will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. ParEV and its third party suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the Payment Service, the Site or any linked sites in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the Payment Services, the site or any reference sites at your own discretion and risk and that you will be solely responsible for any damage to your property or loss of data that results from the download or use of such material or data. We do not authorize anyone to make any warranty on our behalf and you should not rely on any such statement. This paragraph shall survive termination of this agreement. In no event will ParEV be liable for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the Site.

Ownership and Proprietary Rights

The Payment Services and the Site are owned and operated by ParEV and/or third party licensors. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of the Payment Service and the Site provided by ParEV (the “Materials”) are protected by copyright, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between You and ParEV, all Materials, trademarks, service marks, and trade names contained on the Site are the property of ParEV and/or third party licensors or suppliers. You agree not to remove, obscure, or alter ParEV or any third party’s copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Payment Services. Except as expressly authorized by ParEV, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. ParEV reserves all rights not expressly granted in this Agreement. If you have comments regarding the Payment Services and the Site or ideas on how to improve it, please contact us. Please note that by doing so, you hereby irrevocably assign to ParEV, and shall assign to ParEV, all right, title and interest in and to all ideas and suggestions and any and all worldwide intellectual property rights associated therewith. You agree to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.

Modification of this Agreement

ParEV reserves the right to change, modify, add, or remove portions of this Agreement (each, a “change”) at any time by posting notification to the Site or otherwise communicating the notification to you. The changes will become effective, and shall be deemed accepted by you, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to payment transactions initiated after the posting date. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Payment Services.

Waiver

The failure of ParEV to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by ParEV

Applicable Law

This Agreement is governed by the law of Northern Ireland, and is subject to the exclusive jurisdiction of the courts of Northern Ireland.

Severability

If any provision of this Agreement is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent required, and the remaining provisions will remain valid and enforceable.

Assignment

This Agreement, and any rights granted hereunder, may not be transferred or assigned by You without our prior written consent which may be withheld in our sole discretion, but may be assigned by us without restriction. Any assignment attempted to be made in violation of this provision shall be void and of no effect.

Survival

Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration as applied to transfers and relationship prior to such termination or expiration.

Headings

The heading references herein are for convenience purposes only, do not constitute a part of these Terms and Conditions, and will not be deemed to limit or affect any of the provisions hereof.

Entire Agreement

This is the entire agreement between you and Northern Ireland relating to the subject matter hereof and may only be modified in accordance with the terms of this Agreement.

Version 1.1 Updated 27th June 2022