Terms and Conditions of Purchase
Last Modified: May 28, 2024
THESE TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL AGREEMENT BETWEEN YOU OR THE CORPORATION, PARTNERSHIP OR OTHER LEGAL ENTITY YOU REPRESENT (“HOST”) AND THE APPLICABLE BLINK ENTITY (“BLINK”) WHICH CAN BE FOUND ON YOUR SALES QUOTE, PURCHASE ORDER, OR OTHER PURCHASE DOCUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF BLINK. PLEASE READ THESE TERMS CAREFULLY.
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A CORPORATION, PARTNERSHIP, OR OTHER LEGAL ENTITY, THAT ENTITY REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.
ANY ADDITIONAL PRINTED TERMS AND/OR CONDITIONS IN HOST’S PURCHASE ORDER OR OTHER DOCUMENT CONFLICTING WITH OR ADDING TO THESE TERMS SHALL BE OF NO FORCE AND EFFECT UNLESS SIGNED BY AN AUTHORISED REPRESENTATIVE OF BLINK.
EXCEPT TO THE EXTENT THAT CHANGES ARE EXPRESSLY AGREED WITH THE CLIENT IN WRITING, THESE STANDARD TERMS OF BUSINESS SHALL APPLY TO ALL SERVICES PROVIDED BY BLINK CHARGING UK LIMITED, A COMPANY REGISTERED IN ENGLAND AND WALES WITH COMPANY NUMBER 09444771 WITH ITS REGISTERED OFFICE AT 45 GROSVENOR ROAD, 1ST FLOOR, ST ALBANS, HERTFORDSHIRE, AL1 3AW, UNITED KINGDOM (“BLINK”) TO THE CLIENT TO THE EXCLUSION OF ANY OTHER TERMS AND CONDITIONS.
THE QUOTATION AND THESE TERMS OF BUSINESS, TOGETHER WITH ANY SUPPLEMENTAL TERMS AND CONDITIONS EXPRESSLY AGREED IN WRITING, FORM THE ENTIRE AGREEMENT WITH THE CLIENT (THE “AGREEMENT”).
1. Interpretation
1.1. Definitions
Agreement: the terms and conditions and schedules form part of this agreement and shall not form separate contracts to it.
Applicable Laws: all applicable laws, statutes and regulations from time to time in force.
Available Installation Services: the design, supply and installation of electric vehicle charge points in the UK by the Supplier, including services which are incidental or ancillary to the Works.
Available O&M Services: the operation, management and/or maintenance of electric vehicle charge points in the UK which are offered by the Supplier (the Available Installation Services and the Available O&M Services, together ‘the Available Services’)
Blink App: the Blink Charging- EB Go! mobile application, in Android and iOS format, developed and owned by the Supplier which allows users to access and pay for charging sessions at the EVCPs.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Change Order: shall be a document setting out the proposed changes and the effect those changes will have on the Works and O&M Services under this agreement and the Charges.
Charges: The Customer shall pay to the Supplier the charges for the provision of Works and O&M Services with the payment terms described in Clause 9. The charges for the Works are calculated in accordance with the Project Charges and payment terms as described in Schedule 1. The charges payable for O&M Services are calculated in accordance with the Reference Charges described in Schedule 2, Schedule 3 which outlines the EVCPs and O&M Services, and the payment terms described in Clause 10 and Clause 11.
Commencement Date: the date this agreement is signed by both Parties.
Commissioning Date: the date on which the Works on a particular EVCP has been completed and that EVCP is ‘live,’ meaning that the EVCP has been successfully tested and is ready for use. This date will be specified in a Customer Sign-off letter sent to the customer after the Commissioning Date.
Confidential Information: any document or information (however recorded or preserved) that is directly or indirectly disclosed or made available (in any form or medium)
by the Disclosing Party to the Recipient and that: (i) is by its nature confidential or might reasonably be considered to be confidential by its nature or the circumstances of its disclosure; (ii) is designated by the Disclosing Party as confidential; or (c) the Recipient knows or ought to know is confidential given the nature of the information or the circumstances of its disclosure, including:
a) information relating to the Disclosing Party’s (or any of its Group Companies’) business, assets, affairs, customers, clients, suppliers, plans,
b) intentions, ideas, market opportunities,
c) operations, product information, trade secrets, know-how, inventions, techniques, processes, software, programs, platforms, tools, schematics, procedures, contracts, financial information, budgets, sales, designs, projections, products and product designs;
d) the Supplier Materials;
e) unpublished information relating to the Intellectual Property Rights of the Disclosing Party (or any of its Group Companies);
f) all communications between the Parties; and
g) the existence and terms of this agreement.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Customer Dashboard: the dashboard in the Supplier CPMS which gives the Customer access to, inter alia, the Transaction Data.
Customer Materials: all documents, information, items and materials in any form (whether owned by the Customer or a third party), which are provided or made available by the Customer to the Supplier in connection with the Works and O&M Services.
Customer Sign-off Letter: The Supplier shall give the Customer a letter which will include information on the EVCPs, their locations, charger IDs, and the Commissioning Date confirming that the Works have been completed and there are no unresolved difficulties affecting the usage of the EVCP. Customer shall provide written approval by counter-signing the Customer Sign-off letter, that the Works have been completed to its satisfaction and shall not withhold consent in an unreasonable manner if the EVCPs are ‘live’ and ready for use.
Data Protection Legislation: means: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Disclosing Party: the Party (including any of its Group Companies) who provides or discloses Confidential Information to the other Party.
EVCP: an electric vehicle charge point unit (whether single or dual socket) supplied and installed by the Supplier at the Sites where the Supplier supplies the Services for the Customer under this agreement (excluding any ancillary equipment such as feeder pillars, bollards, cabling, wiring and electrical components).
Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a Group Company.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Net Revenue: the Revenue after the deduction of all Transaction Fees which are related to the Transaction on which the Revenue is based shall be remitted to the Customer
O&M Fee(s): the annual charges payable per EVCP in advance by the Customer to the Supplier for the operation and management of each EVCP, as specified in Schedule 3, covering the management of the EVCP, customer support, associated data costs and the Supplier CPMS. O&M Fee Commencement Date: the commissioning date of the first EVCP
O&M Services: the selected Available O&M Services purchased by the Customer as detailed in Schedule 3. Project Schedule: a detailed plan, agreed in accordance with clause 3, describing the Works to be provided by the Supplier, the applicable Project Charges, the timetable
for their performance and the related matters listed in the template project schedule set out in Schedule 1.
Purchase Order: an order for the Works and O&M Services issued by the Customer to the Supplier. Each Purchase Order shall be binding and subject to the terms of, and form part of, this agreement. Note that a Project Schedule may reference a Purchase Order that has already been issued by the Customer.
Recipient: the Party who receives Confidential Information from the Disclosing Party.
Reference Charges: the pre-agreed, standard charges for O&M Fees and Revenue and Transaction Fees specified in Schedule 2.
Revenue: the revenue directly generated from the usage and operation of the EVCPs shall be collected by the Supplier during the term of this agreement.
Roaming Partners: Third parties with whom the Supplier has contracted or may contract in the future to provide access and usage rights to the Supplier’s charge point network. This will permit the Supplier’s available EVCPs (including those owned by the Customer) to be made available to the Roaming Partner’s customers, subject to Customer agreement.
Service Levels: the service levels set out in Schedule 6 of this agreement which will vary depending on the Services supplied to the Customer.
Sites: the agreed sites where the EVCPs are (or are to be) located.
Snag(s): indicates any small defects, blemishes, or flaws that, individually or together, do not and will not prevent or adversely affect the use of an EVCP. The Customer has the right to identify minor outstanding matters that require Supplier correction following the completion of the Works and the delivery of the Customer Sign-off Letter; however, this does not entitle the Customer to withhold signature on the Customer Sign-off Letter or affect any payments due to the Supplier.
Supplier CPMS: the back-office charge point management system used by the Supplier to manage the EVCPs and provide the Services (as such system may change from time to time).
Supplier Materials: the Blink App, the Supplier CPMS and all and any programs, products, units, software, solutions, systems, processes, tools, technology, products, documents, data, reports and other materials used, developed or provided by the Supplier in the performance of the Services (such as iBay and Nexus), including all modifications, updates, enhancements and developments to the same.
Transaction Data: the records relating to each charging session at an EVCP (including the time and date of the transaction, the location of the EVCP, the electricity usage, the transaction amount and any fault notification to which the Supplier shall have access via the Customer Dashboard.
Transaction Fees: the fees set out in Schedule 2 payable by the Customer to the Supplier for each Transaction, in accordance with Clause 9 and Clause 11.
Transaction: an individual sale where a user of an EVCP pays for an electric vehicle charging session via a method listed in Schedule 2 and agreed between the Parties in Schedule 3.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
Works: the selected Available Installation Services purchased by the Customer which are provided by the Supplier under an agreed Project Schedule (Schedule 1), including services which are incidental or ancillary to the Works.
1.1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other
1.7. This agreement shall be binding on, and enure to the benefit of, the Parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party’s personal representatives, successors and permitted assigns.
1.8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.9. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.10. A reference to writing or written includes
1.11. Any obligation on a Party not to do something includes an obligation not to allow that thing to be
1.12. References to Clauses and Schedules are to the Clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.13. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Commencement and Term
2.1. This agreement shall take effect on the Commencement Date and shall continue for a fixed period of [three] [five] years from the O&M Fee Commencement Date: (the “Initial Term”) unless terminated in accordance with Clause 19 (Termination)
3. Project Schedule
3.1. The Customer may procure any Installation Services by agreeing a Project Schedule with the Supplier, with the Supplier providing the Works from the specified date.
3.2. Following receipt of the information the Supplier reasonably requests from the Customer in relation to the Works, the Supplier may prepare a draft Project Schedule for the Installation Services requested by the Customer or inform the Customer that it declines to provide the Installation Services in whole or in part.
3.3. If a draft Project Schedule is provided, it shall become binding once the Supplier and Customer discuss, agree and sign the draft Project Schedule and the Customer shall immediately issue a related Purchase Order.
3.4. No amendment shall be made to a signed Project Schedule except in accordance with Clause 8 (Change Order).
4. Supplier’s Rights and Obligations
4.1. The supplier shall:
a) perform the Works and O&M Services with a reasonable level of care, skill and diligence;
b) co-operate with the Customer in all matters
c) relating to the Works and O&M
d) obtain and maintain all necessary licences and comply with all relevant legislation as required to enable it to provide the Works and O&M
e) provide the Works in all material respects in accordance with a Project Schedule and will use reasonable endeavours to carry out the Works in accordance with the programme or timetable, but any such dates shall be estimates only and subject to any issue outside the Supplier’s control, and time shall not be of the essence of this agreement;
f) observe all reasonable health and safety rules and regulations and any other reasonable security requirements that have been communicated to Supplier, provided that it shall not be liable if, as a result of such observation, it is in breach of any of its obligations under this Contract;
4.2. The Supplier shall use reasonable endeavours to comply with Service Levels for O&M Services, but any failure to do so shall not constitute a breach. In the event that the Supplier fails to comply with any of the Service Levels, the Customer agrees that the sole remedy is for the Supplier to rectify the issue as soon as is reasonably
4.3. The Supplier may suspend or terminate access to a EVCP in whole or in part:
a) if required by law;
b) in case of fraud;
c) in case of maintenance; or
d) at the discretion of supplier
in which cases supplier will notify customer of such suspension or termination (in advance if reasonably possible).
4.4. If the Supplier’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer (or any of its subcontractors, consultants, or employees), then, without prejudice to any other right or remedy it may have, the Supplier shall be granted an extension of time equal to the delay caused by the Customer.
5. Customer Obligations
5.1. The Customer shall:
a) co-operate with the Supplier in all matters relating to this agreement
b) appoint a manager in respect of the Works and O&M Services to be performed, such person as identified in the Project Schedule. That person shall have authority to contractually bind the Customer on all matters relating to the Works and O&M Services (including by signing Change Orders);
c) promptly approve the Sites when requested by the Supplier;
d) at no additional cost to the Supplier, provide the Supplier with all licences and rights to be on each Site and complete the Works, including the construction works, and where required, grant permits or consents to the Supplier to enable it to work on the highway;
e) provide free and unrestricted access to the Sites and the Customer’s premises and to data and other facilities as may reasonably be requested by the Supplier for the purposes of the Works and O&M Services;
f) provide to the Supplier in a timely manner all documents, information, items and materials reasonably required for the purposes of the Works and O&M Services;
g) inform the Supplier of all health and safety and security requirements that apply at any of the Customer’s premises to which the Supplier will require access;
h) prepare the Sites for the supply of the Works in accordance with this agreement, including adequate working space and facilities for the Suppli- er’s staff as and when reasonably required for the performance of the Works;
i) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Works and O&M Services;
j) comply with all Applicable Laws, including health and safety laws, statutes, regulations and standards from time to time in force in relation to the Services and this agreement;
k) comply with any additional obligations set out in a Project Schedule or Schedule;
l) provide all reasonable cooperation to the Supplier in the diagnosis and resolution of any defect or malfunction relating to the Supplier Software and/or any Charger.
5.2. The Customer shall not do or omit to do anything that could affect adversely the safety or health of the Supplier’s personnel (including agents and subcontractors) while such personnel are at any Location.
5.3. The Parties shall agree (acting reasonably) marketing, advertising and branding in respect of the EVCPs in each Project Schedule. However, the Customer agrees that the Supplier may include its name, logo, branding and trademarks on the EVCPs (for no charge) for the purpose of customer service, which shall be removed upon the termination of the Contract.
5.4. If the Supplier’s performance of any of its obligations under this agreement is prevented or delayed by any act or omission or failure by the Customer, its agents, subcontractors, consultants or employees to perform any relevant obligation (“Customer Default”), then without prejudice to any other right or remedy it may have:
a) the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer and shall have no liability to the Customer in this regard;
b) the Supplier shall have the right to suspend the performance of the Works and O&M Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Delay prevents or delays the Supplier’s performance of any of its obligations;
c) the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the
d) Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations; and
e) the Customer shall reimburse the Supplier on written demand for any reasonable costs, charges or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
6. Warranties
6.1. Each EVCP supplied to the Customer by the Supplier shall benefit from the applicable manufacturer’s (parts only) warranty as selected and purchased by the Customer and specified in the applicable Project Schedule.
6.2. The Supplier warrants that the Works relating to that EVCP (but not the EVCP itself) shall :.
a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
b) be free from material defects in design, materials and workmanship; and
c) comply with all Applicable
d) For the avoidance of doubt, the Guarantee shall be for labour only in respect of faulty workmanship for 12 months from the date of commissioning of each EVCP to the Supplier CPMS with the manufacturer’s warranty in force for materials used.
6.3. The Supplier shall issue the Customer the Customer Sign-off Letter when the Works have been completed and the EVCP(s) are ‘live’ and ready to use, and the Customer shall sign this to confirm that the Customer has accepted the Works. The Customer will not be entitled to withhold payment for any Snags and shall sign the letter to confirm its acceptance.
6.4. The Customer may reject any Works that do not comply with clause 6.2 provided that:
a)Written notice is given to the supplier:
i) in the case of a defect that is apparent on normal visual inspection, within five (5) Business Days of delivery;
ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
b) none of the events listed in clause 6.5 apply
6.5. if the Customer fails to give notice of rejection in accordance with 4, it shall be deemed to have accepted the Works.
6.6. The Supplier shall not be liable for any failure of the Works to comply with the warranty set out in clause 2 in any of the following events:
a) the Customer makes any further use of the Works after giving notice in accordance with clause 6.4;
b) the defect arises because the Customer failed to follow good trade practice regarding the same or is in breach of any of its obligations under this agreement;
c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
d) the Customer alters or repairs the Works without the written consent of the Supplier;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
f) the Works differ from their description as a result of changes made to ensure they comply with Applicable Laws.
6.7. If the Customer rejects any Works under clause 6.6, then, at the option of the Supplier, the Supplier shall (a) repair, replace or rectify the rejected Works; or (b) repay the price of the rejected Works. Once the Supplier has complied with this clause 6.7, it shall have no further liability to the Customer for the rejected Works’ under clause 2. The terms of this agreement shall apply to any rectified Works provided by the Supplier.
6.8. Whilst the Supplier shall use reasonable endeavours to maintain the operation and functionality of the Supplier CPMS and the Blink App in all material respects, the Supplier does not guarantee that they will be uninterrupted, timely or free from defects, viruses or faults. The Customer acknowledges that the operation and functionality of the Supplier CPMS and the Blink App may be interfered with by numerous factors outside of the Supplier’s control. The Supplier hereby disclaims all conditions, warranties or other terms (whether express or implied) in relation to the Supplier CPMS and the Blink App, and they are excluded to the fullest extent permissible by law.
7. EVCP Title and Risk
7.1. Risk in an EVCP shall pass to the Customer on delivery of such EVCP to the relevant Site.
7.2. Title to an EVCP shall not pass to the Customer until the Supplier receives payment in full for such EVCP.
7.3. Until title to an EVCP delivered to a Site has passed to the Customer, the Customer shall maintain each such EVCP in satisfactory condition and keep it insured on the Supplier’s behalf for its full price against all risks (including third-party damage, fire and theft) with an insurer that is reasonably acceptable to the Supplier and, on request, produce evidence of such insurance to the Supplier.
8. Change Order
8.1. Either Party may propose changes to the scope of the Services, but no proposed changes shall come into effect into effect until a relevant Change Order has been signed by both parties.
8.2. If the Customer wishes to make a change to the Services it shall notify the Supplier, providing the necessary detail to enable the Supplier to prepare the draft Change Order. The Supplier shall provide a draft Change Order to the Customer as soon as reasonably practicable after receipt of information. The Supplier shall use reasonable endeavours to make any necessary changes, and any additional or reduced costs thereby incurred shall be reflected in the subsequent invoices sent to the
8.3. If the Supplier wishes to make a change to the Services, it shall provide a draft Change Order to the
8.4. If the Supplier submits a draft Change Order in order to comply with any applicable safety or regulatory requirements and such changes do not affect in any material way the nature, scope of, or charges for the Works and O&M Services, the Customer shall not unreasonably withhold or delay consent to it.
8.5. If the Supplier wishes to make a change to the Services due to any circumstances beyond its control, it shall notify the Customer as soon as The Supplier shall endeavour to keep such changes to a minimum and shall seek to offer the Customer arrangements as close to the original arrangements as reasonably practicable in the circumstances.
8.6. If the Supplier is unable to provide the change requested by the Customer, or where the Parties are unable to agree a Change Order, the Parties agree to continue to perform their obligations under the agreement without the change.
8.7. If the Parties agree to a Change Order, they shall sign it and that Change Order shall amend the relevant
9. Charges and Payments
9.1. In consideration of the provision of Works and O&M Services, the Customer shall pay to the Supplier the Charges in accordance with the payment terms specified under Clause 10 and Clause 11 for:
a) The Project Charges as specified in Schedule 1;
b) The O&M Fees as specified in Schedule 2; and
c) The Revenue and Transaction Fees as specified in Schedule 2.
9.2. Charges for O&M Services shall be calculated in accordance with the Reference Charges specified in Schedule 2 and Schedule 3 which outlines the EVCPs and Services
9.3. The Customer shall pay each invoice submitted to it by the Supplier within thirty (30) days’ of receipt to a bank account nominated in writing by the Supplier from time to
9.4. The Supplier reserves the right to make reasonable changes to the Reference Charges from time to time by giving thirty (30) days’ written notice to the Customer.
9.5. Subject to Clause 4, the Reference Chargers will be subject to an annual increase equal to Retail Price Index.
9.6. If the Customer fails to pay the Supplier any sum due under this agreement on the due date:
a)the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after Interest under this Clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
b)the Supplier may suspend part or all of the Services until payment has been made in
10. Operation and Maintenance Fees (“O&M”)
10.1. The O&M Fees shall be as set out in Schedule
11. Revenue and Transaction Fees
11.1. During the term, the Supplier shall collect the Revenue and shall remit the Net Revenue to the Customer on a quarterly basis in accordance with the following
11.2. For each Transaction, the Supplier shall be entitled to be paid by the Customer, by way of deduction from the Revenue (or, at the Supplier’s option, by sending a quarterly invoice to the Customer which will be payable within 30 days of receipt) the Transaction Fees (as specified in Schedule 2).
Where the Supplier elects payment via self-billing arrangement
11.3. The Parties agree to the following self-billing arrangement in relation to the payment by the Supplier (VAT registration number: 206616035) of the Net Revenue to the Customer (VAT registration number: XXXXX):
a)the Supplier agrees that it shall:
i) at the end of each quarter during the term of this agreement:
ii) issue a self-billed invoice, on behalf of the Customer, for the amount of the Revenue relating to that quarter, based on the Transaction Data (the “Self-Billed Invoice”); and
A) issue an invoice to the Customer for the amount of the Transaction Fees relating to that quarter, based on the Transaction Data (the “Transaction Fees Invoice”) – this Transaction Fees Invoice shall be offset against the Self-Billed Invoice for that quarter;
iii) complete each Self-Billed Invoice showing the Customer’s name, address and VAT registration number, together with all other details which constitute a full VAT invoice;
iv) pay each Self-Billed Invoice net of the Transaction Fees, payable by the Customer for the applicable quarter (i.e. after having offset the Transaction Fees Invoice) within a period of thirty (30) days from the date of the Self Billed Invoice into a bank account nominated by the Customer from time to time; and
v) make a new self-billing agreement in the event that its VAT registration number changes; and
b) during the term of this agreement, the Customer agrees that:
i) it shall accept invoices raised by the Supplier on its behalf in respect of the Net Revenue;
ii) it shall not raise its own invoices in respect of payment of the Net Revenue by the Supplier;
iii) it shall notify the Supplier immediately if
it changes its VAT registration number, ceases to be VAT registered or sells its business or part of its business; and
iv) the Supplier may offset the Transaction Fees In- voice from the Self Billed Invoice each quarter
Where the Supplier elects payment by a deduction from Revenue
For each Transaction, the Supplier shall be entitled to be paid by the Customer, by way of deduction from the Revenue (or, at the Supplier’s option, by sending a quarterly invoice to the Customer which will be payable within 30 days of receipt) the Transaction Fees (as specified in Schedule 2).
The Parties agree to the following arrangement in relation to the payment by the Supplier (VAT registration number: 206616035) of the Net Revenue to the Customer (VAT registration number: XXXXX):
c) the Supplier agrees that it shall:
iv) at the end of each quarter during the term of this agreement:
v) issue a “Revenue Report” to the Customer, for the amount of the Revenue relating to the quarter, based on the Transaction Data; and
vi) issue an report to the Customer for the amount of the Transaction Fees relating to the quarter, based on the Transaction Data (the “Transaction Fees Report”)
vii) issue a Purchase Order for the Net Revenue for the quarter (calculated in accordance with the Revenue Report and Transaction Fees Report).
viii) The Supplier shall pay the valid invoice submitted by the Customer for the Net Revenue upon 30 days of receipt.
d) during the term of this agreement, the Customer agrees that:
it shall issue an invoice to the Supplier based on the Supplier’s Purchase Order for payment of the Net Revenue
11.4. The Customer shall have the right to set and vary the tariffs charged to users of the EVCPs during the term of the agreement
12. Intellectual Property Rights
12.1. In relation to the Customer Materials:
a) the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
b) the Customer grants to the Supplier a fully paid-up, non-exclusive, royalty-free licence to copy and modify the for the term of this agreement for the purpose of providing the Services to the Customer.
12.2. The Supplier and its licensors shall at all times own and retain ownership of all and any Intellectual Property Rights that exist or arise in, or relate to, the Works and/ or O&M Services (excluding the Customer Materials), including all Intellectual Property Rights in the Blink App, the Supplier CPMS and the Supplier Materials.
12.3. The Supplier grants to the Customer (or shall procure the grant to the Customer of) a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, for the term of this agreement only, the Intellectual Property Rights in the Supplier Materials to the extent required for the Customer to receive and benefit from the Services. This licence shall end automatically upon the termination of this agreement.
12.4. The Supplier warrants that the receipt, use and onward supply of the Services (excluding the Customer Materials) by the Customer shall not infringe the rights, including any Intellectual Property Rights, of any third
13. Insurance
13.1. During the term of this agreement, the Supplier shall maintain in force, with a reputable insurance company, an appropriate level of professional indemnity insurance, public liability insurance, employer’s liability insurance and (if applicable) product liability insurance to cover the liabilities that may arise under or in connection with this agreement, and shall produce to the Customer on request both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each such insurance.
13.2. During the term of this agreement, the Customer shall take out and maintain in force with a reputable insurance company, an appropriate level of insurance in respect of each EVCP to cover (in full) accidental damage, vandal- ism, theft and all other third-party loss or damage. Any such insurance policy shall be taken out by the Customer in its own name as owner of the EVCPs and, upon request, the Customer shall produce to the Supplier copies of the insurance certificate(s) giving details of cover and the receipt for the current year’s premium in respect of each such insurance.
14. Limitations of Liability
14.1. Reference to liability under Clause 14 includes every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or
14.2. Nothing in this Clause 14 shall limit:
a) the Customer’s obligation to pay the Charges; or
b) the Supplier’s obligation to pay the Net Revenue to the Customer in accordance with and subject to Clause 11 of this agreement.
14.3. Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
a) death or personal injury caused by negligence (but a Party will not be liable for death or personal injury caused by the other Party’s negligence);
b) fraud or fraudulent misrepresentation;
c) any breach of any obligations implied Section 2
of the Supply of Goods and Services Act 1982; or
d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict
14.4. Subject to Clause 14.1, Clause 14.2 and Clause 14.3:
a) The Supplier shall not be liable to the Customer for any of the following types of loss or damage (whether direct or indirect and even if the Party has been advised of the possibility of such damage or loss): loss of profits, loss of sales or revenue, loss of agreements or contracts, pure economic loss, loss of or damage to goodwill, loss of use or corruption of software, data or information, loss due to interruption of business, loss of anticipated savings and/or indirect or consequential loss arising under and in connection with the Contract; and
b) The Supplier’s aggregate liability to the Customer shall be limited to 100% of the Charges paid by the Customer to the Supplier in the 12-month period prior to the month in which the event(s) giving rise to liability occurred.
14.5. The Supplier has given commitments as to compliance of the Services with relevant specifications set out in Clause 4 and Clause 5. In view of these commitments, the terms implied by sections 3 to 5 of the Supply of Goods and Service Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
14.6. The Supplier shall not be liable for any delay in the supply of any or all of the Services that is caused by:
a) a force majeure event; or
b) the Customer’s failure to comply with any of its obligations under this agreement; or
c) the Customer’s failure to provide free and unrestricted access to the Location as reasonably required by the Supplier for the proper provision of the
14.7. The Supplier shall have no liability to the Customer or any other party for any damage or loss (whether relating to any Charger or Location or otherwise), unless such damage is caused solely and directly by the negligence of the Supplier’s employees, staff, .
15. Data Protection
15.1. Each party will comply with all applicable requirements of the Data Protection Legislation in the performance of this agreement.
15.2. The parties acknowledge that, for the purposes of the Data Protection Legislation, the Supplier shall be a controller in relation to any personal data processed in connection with the Services.
16. Confidentiality
16.1. Each Party undertakes that it shall not at any time during and after this agreement, disclose to any person any Confidential Information, except as permitted by Clause 14.2 or with the prior written consent of the Disclosing Party.
16.2. Each Party may disclose the other Party’s Confidential Information:
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising such Party’s rights or carrying out its obligations under or in connection with this agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause 14; and
b) as may be required by law, compliance, a court of competent jurisdiction or any governmental or regulatory authority.
16.3. No Party shall use the other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
16.4. Except as permitted by Clause 14.2, each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, intellectual property rights, affairs, customers, clients or suppliers of the other party
(or of any member of the group to which the other party belongs), including any and all Supplier Materials (Confidential Information). For the purposes of this Clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
17. Branding, Publicity and Press Releases
17.1. The Parties shall agree (acting reasonably) marketing, advertising and branding in respect of the EVCPs in each Project Schedule. However, the Customer agrees that the Supplier may include its name, logo, branding and trademarks on the EVCPs (for no charge) for the purpose of customer service, which shall be removed upon the termination of the Contract.
17.2. Each Party agrees that it shall not, whether on its website or via any other marketing channel (including social media), make any announcement or publish any press release or other information about the other Party or the existence or terms of this agreement, without first obtaining the prior written approval of the other Party.
18. Disputes
18.1. Should any dispute arise under this agreement, the Parties shall use their reasonable endeavours to settle the dispute in accordance with the process set out below:
a) Level 1 – all disputes shall in the first instance be discussed by the Parties respective account managers, and where resolution is possible, resolved within five (5) Business Days of the dispute being raised;
b) Level 2 –if the dispute is not resolved at level 1 within five (5) Business Days, either Party may escalate the issue to the respective managerial level by written notice to the other Party; and
c) Level 3 – If the dispute is not resolved at level 2 within five (5) Business Days of escalation, either Party may further escalate the dispute to the respective senior manager or director level for further discussion and resolution.
19. Termination
19.1. Either party may terminate this agreement by giving the other Party three months’ written notice to terminate, but it shall not be served any earlier than three months before the [third] [fifth] anniversary of the O&M Fee Commencement Date:
19.2. Without affecting any other right or remedy available to it, either Party may terminate this agreement with immediate effect by giving written notice to the other Party if:
a) the other Party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
b) the other Party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
c) the other Party suspends or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (“IA 1986”), as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1) (e) or 123(2) of the IA 1986;
d) the other Party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other Party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
f) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership);
g) the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
h) a person becomes entitled to appoint a receiver over all or any of the assets of the other Party or a receiver is appointed over all or any of the assets of the other Party;
i) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within 14 days;
j) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 17.2(c) to Clause 17.2(i) (inclusive);
k) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
l) the other Party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in
19.3. In the event of termination under Clause 19.2 and 19.4, each Party shall retain any sums already paid to it by the other Party without prejudice to any other rights it may have whether at law or otherwise.
19.4. For the purposes of Clause 19.2(a), “material breach” means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating Party would otherwise derive from a substantial portion of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
19.5. Without affecting any other right or remedy available to it, the Supplier may terminate this agreement with immediate effect by giving written notice to the Customer if:
a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
b) there is a change of Control of the
20. Obligations on Termination
20.1. If a notice to terminate is served in accordance with Clause 18, if required, the Supplier shall give reasonable assistance to transfer services to the incoming Supplier
21. Survival
21.1. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
21.2. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
22. Force Majeure
22.1. Neither Party shall be liable for delay in, or failure to, perform his obligations to the extent that the delay or failure results from circumstances outside the reasonable control other than lack of funds of the Party affected by the force majeure event and they have so notified the other Party. If the delay or failure persists for more than 8 continuous weeks, the Party not affected by the force majeure event shall be entitled to serve 2 weeks’ notice terminating the Agreement.
23. Assignment
23.1. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement.
23.2. Except as provided in 3, the Supplier shall not assign, novate, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed).
23.3. Notwithstanding Clause 21.2, the Supplier shall have the right, without obtaining the prior consent of the Customer, to:
a) subcontract all or any of its obligations under this agreement, and shall remain fully liable for the acts and omissions of its subcontractors; and/or
b) assign or novate this agreement (or any or all of its rights or obligations hereunder) to a Group Company, after giving written notice to the Customer.
24. Waiver
24.1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
24.2. A failure or delay by a Party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
25. Rights and Remedies
25.1. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
26. Severance
26.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
26.2. If any provision or part-provision of this agreement is deemed deleted under Clause 25.1, the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
27. Entire Agreement
27.1. This agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
27.2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
27.3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
28. Conflict
28.1. If there is an inconsistency in the agreement between any of the provisions of terms and conditions and the provisions of a Schedule, the following order of precedence shall apply:
a) The terms and conditions; and
b) the schedules
29. No Partnership or Agency
29.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
29.2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
30. Third Party Rights
30.1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
31. Notices
31.1. Any notice or other communication given to a Party under or in connection with this agreement shall be in writing and shall be:
31.2. delivered by hand at its registered office or principal place of business and is shall be deemed to have been received at the time it is left at the address;
31.3. pre-paid first-class post or other next day Business Day at the proper address and it shall be deemed to have been received at 9:00 am on the second Business Day after posting; or
31.4. Sent by email and deemed to have been received at 9:00 am on the next Business Day after transmission.
31.5. This Clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
32. Counterparts
32.1. This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
32.2. Transmission of the executed signature page of a counterpart of this agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each Party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
32.3. No counterpart shall be effective until each Party has executed and delivered at least one counterpart.
33. Jurisdiction and Governing Law
33.1. Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) in accordance with English Law arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
CONTACT US
By Phone:
Blink Customer Service: 0330 111 0076
By Mail:
Blink Charging UK Ltd
Customer Support
45 Grosvenor Road, Floor 1
Saint Albans, Hertfordshire, AL1 3AW
Copyright © 2009-2024 Blink Charging, Co. All Rights Reserved. No portion of this Website or Service may be reproduced in any form, or by any means, without prior written permission from Blink Charging Co. or its authorized representative.