GENERAL CONDITIONS FOR ACCESS AND USE OF THE FRESHMILE CHARGING SERVICE (EMP)

As of 25 September 2023

Preamble

These General Conditions for Access and Use (hereinafter the "GCAU") govern the contractual relationship between:

Freshmile, a simplified joint stock company, registered in the Strasbourg Trade and Companies Register under number 818 611 220, with its registered office at Bâtiment Blériot, Aéroport Strasbourg, 67960 Entzheim, (hereinafter "Freshmile") and

The User (as defined below).

And apply to the charging service (hereinafter "Charging Service") defined below.

Freshmile acts as an Electric Mobility Operator (EMP).

If accepted by the User, these GCAU constitute the contract between Freshmile and the User (hereinafter the "Contract").

Article 1 - Definition

Capitalised terms used herein shall have the meanings set forth below, whether used in the singular or plural.

 "Ancillaries": means any approved equipment enabling the Vehicle to be connected to a Charging Terminal (for example, the connection cable supplied by the User).

"Application": refers to the application available cost-free as part of the Charging Service and called Freshmile, operating in iOS and Android environments, which enables a User to locate - and, where applicable, reserve - a Charging Point, create and access a personal space, consult the history of Charges and reservations made and the corresponding invoices, and perform a Charge. It also enables a User to locate a Charging Terminal and pay for a charge without having to create an account.

"Charging Terminals": refers to the Vehicle charging terminals operated by Freshmile as part of the Charging Service, which is the subject of these GCAU. A Charging Terminal is equipped with one or more Charging Points, enabling Vehicles to be recharged in accordance with the conditions and procedures defined in these GCAU.

"Third-Party Charging Terminals": refers to Vehicle charging terminals operated by charging operators other than Freshmile, which a Freshmile User may use as part of the Outbound Roaming Charging service.

"GCAU": refers to this document.

"Contract": refers to the indivisible contractual whole consisting of these GCAU and the Subscription Form completed and accepted by the User.

"Freshmile Account": refers to all computer resources and services made available by Freshmile and usable by the Freshmile User, via the Website and/or the Application, provided that the User identifies themselves with their electronic address (e-mail) and password.

"Temporary Account": Account resulting from occasional use of the Services without identification, in Guest Mode.

"Guest Mode": mode by which an Anonymous User accesses the Services without prior identification.

"Inbound Roaming Charging": refers to the ability of a Third-Party User to use the Charging Terminals using a Third-Party Badge and without having signed a Contract with Freshmile.

"Outbound Roaming Charging": refers to the ability of a Freshmile User to access and use Third-Party Charging Terminals using the Freshmile Account under the Contract.

"Third-Party Mobility Operator": means a mobility service provider, other than Freshmile, for electric vehicle users including Charge access services.

"Private individual": refers to any individual User who uses the Charging Terminals for purposes that do not fall within the scope of their professional, commercial, industrial, craft or liberal activity.

"Pass": means an RFID technology card or key fob supplied by Freshmile to a User during the performance of the Contract, enabling the User to access and use the Charging Service and to benefit from Outbound Roaming Charging during the period of validity of the said Pass.

"Charging Point" means an interface integrated into a Charging Terminal (and Third-Party Charging Terminal) and associated with a parking space, enabling one Vehicle at a time to be charged with electricity.

"Professional": means a User who does not meet the definition of a Private Individual.

"Charge": refers to the action of charging a Vehicle with electricity delivered by a Charging Point.

"Charging Service" refers to the Charging Service offered by Freshmile which is the subject of the Contract.

"Website": refers to the Charging Service website accessible at the following address: www.freshmile.com as well as the associated sub-domains

"Charging Station": means a Freshmile charging station, which consists of parking spaces each equipped with a Charging Terminal: the list of Charging Stations made available as part of the Charging Service is available on the Website and on the Application.

"User": may be an Anonymous User, a Third-Party User or a Freshmile User.

"Anonymous User": refers to any individual or legal entity (private or public) using the Charging Service by any means other than a Freshmile Account or an account with a Third-Party Mobility Operator.

"Freshmile User" means any individual or legal entity (private or public) with a Freshmile Account.

"Third-Party User": refers to any individual or legal entity (private or public) using the Charging Terminals as part of Inbound Roaming Charging.

"Vehicle" means the User's electric or plug-in hybrid vehicle for which the Charging Service is used. Without further clarification, the term vehicle refers to the Vehicle itself and its Ancillaries.

Article 2 - Subject

The GCAU define the conditions of subscription, access and use of the Charging Service by a User.

Access to and use of the Charging Service are subject to the User's acceptance of and compliance with the rights and obligations set forth in these GCAU, as well as the general conditions of use governing use of the Website and the Application.

Subscription to the Charging Service is open to Private Individuals and Professionals, subject to acceptance of and compliance with these GCAU, provision of the required information and, where applicable, payment of the applicable fees.

The User declares that all information and documents provided in order to access the Charging Service are accurate. The provision of insufficient or erroneous information may result in a ban on access to the Charging Service.

Article 3 - Conditions of access to the Charging Service

3.1. General access procedures

Access to the Charging Service is open to:

• Anonymous Users (without creating a Freshmile Account),

• Freshmile users

• Third-party users.

3.2. Conditions of access of a Freshmile User to the Freshmile Account

3.2.1. Freshmile Account opening conditions

The Freshmile User creates their Freshmile account by providing a valid e-mail address that is available and readable by the Freshmile User throughout the duration of the Contract, a password, and is subject to acceptance of and compliance with these GCAU and the Freshmile Personal Data Protection Policy.

At the end of the Freshmile Account creation procedure, they will be able to access and use the Charging Service.

When the use of the Charging Service requires a product to be sent by post (e.g. RFID card), a valid postal address is also required.

3.2.2. Freshmile Account lifetime

All Freshmile accounts are subscribed for an indefinite period.

The Freshmile User will be able to terminate their Freshmile account:

• From the Application or the Website

• Or contact customer service by registered letter with acknowledgement of receipt,

• Or by e-mail with acknowledgement of receipt to the address indicated in article 15 of these GCAU.

Freshmile reserves the right to suspend or terminate the Freshmile account in the event of late payment or non-payment.

3.3. Access conditions for Freshmile Users via their Pass

3.3.1. The Pass

The Pass provides access to the Charging Service and to Third-Party Charging Terminals as part of the Outbound Roaming Charging service.

The Pass can be associated with the Freshmile Account.

The Pass allows:

• Access to the Charging Terminals available as part of the Charging Service, by allowing the User to identify themselves as a Freshmile User;
• Initiation of Vehicle Charging and invoicing for the associated Charging Service, by placing the Pass on the reader on the Charging Terminal.

The Pass is a means of identification for the Freshmile User and not a means of payment. The Freshmile User may purchase a Pass directly via their Freshmile Account.

3.3.2. Provision of a Pass

The Freshmile User may subscribe to the services described in the previous article upon payment of the applicable fee, directly via their Freshmile Account.

After payment, Freshmile will provide the User with a Freshmile Pass allowing them to access the Charging Service, subject to having a valid means of payment.

The Pass is valid for an unlimited period.

3.3.3. Using the Pass

After receiving the Pass, the Freshmile User must activate it from their Freshmile Account before being able to use it.

The Freshmile User is solely responsible for the use of the Freshmile Pass issued to them and undertakes to comply with the following instructions for use: do not subject it to twisting, folding, cutting, high or low temperatures, electromagnetic effects, high levels of humidity or any other treatment that is manifestly inappropriate for the proper functioning of equipment fitted with an RFID system. If these instructions are not followed, the Charging Service may be degraded.

The use of Third-Party Charging Terminals by the Freshmile User using a Pass as part of the Outbound Roaming Charging service must comply with the instructions for use and safety issued by the operators of the Third-Party Charging Terminals, which are displayed on the Third-Party Charging Terminals or on their website, and which the Freshmile User undertakes to respect.

3.3.4. Pass malfunction

In the event of a malfunction due to normal wear and tear, the Freshmile User may inform Freshmile in writing using the contact details given in article 15 of these GCAU.

If the malfunction is not attributable to the Freshmile User, the defective Freshmile Pass will be replaced free of charge, on request, after return of the defective badge by registered mail with acknowledgement of receipt. Freshmile will reimburse the Freshmile User for the shipping costs incurred, upon presentation of the invoice and provided that the return is by post only. If the Freshmile User sends the Pass by any other means, the cost of transport will be borne by the Freshmile User.

3.3.5. Lost or stolen Pass

In the event of loss or theft of the Pass, the Freshmile User must deactivate their Pass directly from their Freshmile Account.

Failing deactivation of the Pass by the User in the event of loss or theft of the Pass, Freshmile declines all responsibility in the event of fraudulent use of the lost or stolen Pass, and the Freshmile User will be liable for the sums due for the use of the Pass.

In any case, the replacement of the Pass requested by the Freshmile User will be invoiced at the price of a new Pass, according to the tariff in force.

3.4. Anonymous User access conditions

The Anonymous User may access and use the Charging Service by purchasing a single Charge, subject to prior acceptance of these GCAU.

To charge, the Anonymous User must follow the instructions on the Charging Terminal.

The Anonymous User is informed that the amount of their Charge will be deducted, at the end of the Charge, from the means of payment used.

When using the Charging Services, the Anonymous User is informed that they are automatically opening a Temporary Account. This Temporary Account is anonymous and its validity is limited to the duration of the Charge and its payment.

3.5. Access to Charging Terminals via the services of a Third-Party Mobility Operator

In the case of Inbound Roaming Charging, Third-Party Users remain subject to the conditions of use defined by Third-Party Mobility Operators.

Article 4 - Conditions of use of Charging Points

4.1. Instructions for use

4.1.1. Using Charging Points

To use a Charging Point, the User parks the Vehicle at a Charging Station, which can be identified by specific signs and ground markings. 

To connect and charge their Vehicle to a Charging Point, the User uses a compatible cable that complies with current standards, or any Charging Point cable that is attached to and forms an integral part of the Charging Terminal, to the exclusion of any other Ancillary.

Before any use, the User must ensure that they are using the socket that corresponds to their needs and to the technical characteristics of their Vehicle.

The User connects their Vehicle to the Charging Point using the cable. The User uses the means of their choice (e.g.: Pass, Application, etc.,) to start Charging.

At the end of use, to stop Charging their Vehicle, the User uses the means used to start the Charge. The User disconnects their Vehicle from the Charging Point. If the cable used is that of the Charging Terminal, the User replaces it in the dedicated slot. The Charging Terminal is considered to be free when the Vehicle is no longer connected to the Charging Terminal, and when, where applicable, the Charging Terminal cover is closed by the User, and the Vehicle is no longer parked in the corresponding parking space.

If the Charging Terminal cannot be released correctly, the Freshmile User and the Anonymous User must inform Freshmile by telephone on the number mentioned in article 15 of these GCAU. The Third-Party User must contact their Third-Party Mobility Operator.

4.1.2. Allocation of parking spaces to Charging

The parking spaces at the Charging Stations dedicated to the Charging Service may only be used for the purposes of Vehicle Charging. Consequently, the User (i) must not park in these parking spaces without Charging and (ii) must vacate these parking spaces if the Vehicle is not being charged or if the User decides to interrupt the Charging process.

4.2. Safety

The User's attention is drawn to the need to ensure that the Ancillaries are in good condition before using the Charging Terminals. The User must remain vigilant to any signal emitted by the warning lights appearing on the Charging Terminal and/or on their Vehicle. In the event of an alert, such as an anomaly or malfunction observed on the Charging Terminal, the User will take all precautionary measures to ensure the safety of the Vehicle and third parties, such as, in particular, disconnecting the Vehicle without delay and calling the number mentioned in article 15 of these GCAU.

4.3. Accessing and using Third-Party Charging Terminals with a Pass

The use of Third-Party Charging Terminals by the Freshmile User using a Pass must be carried out in accordance with the conditions of use laid down by the operator of the said Terminals (outbound roaming) and in compliance with the instructions for use shown on the Third-Party Charging Terminals.

Article 5 - Rates, invoicing and payment procedures

5.1. Pass price

The price of an ordered Pass is indicated according to the price in force on that date. This price is also invoiced to the Freshmile User in the event of a request to replace a Pass or order additional Pass(es) during the term of the Contract, and will appear on the first invoice issued following the request. They must be paid for by the Freshmile User according to the method of payment chosen and within the period indicated in these GCAU.

5.2. Charge prices and payment

5.2.1. Freshmile Account Funding

The Freshmile User can register a valid means of payment (as indicated on the Website or in the Application) on their Freshmile Account. Without a valid means of payment, Charging at a pay terminal will be impossible.

In case of non-registration of their payment method, the Freshmile User will be able to credit their Freshmile Account with an amount allowing them to purchase one or more Charges. If the Freshmile Account does not have sufficient funds, Charging may not be possible.

The balance credited to the User's Freshmile Account may be used for the duration of the User's Freshmile Account and until the account is closed.

5.2.2. Purchase of a Charge by an Anonymous User

The Anonymous User pays the price of the Charge to Freshmile at the time of the Charge. Payment of the Charge price is only made once the Anonymous User has performed a Charge. The amount is paid via the payment method used by the Anonymous User.

When the Charge is performed via the Application or the Website, the invoice is displayed on the Application or the Website, and can be downloaded by the Anonymous User directly from the relevant page.

In any event, the Anonymous User may ask for the invoices corresponding to the Charges carried out to be sent by requesting in writing to the address indicated in article 15 of the present document.

5.2.3. Charge prices for third-party users

Access to and use of the Charging Terminals through the services of a Third-Party Charging Operation will be invoiced to the Third-Party User by this Third-Party Mobility operator and at the rate set by the latter.

5.2.4. Rates for access to and use of Third-Party Charging Terminals

Access to and use of Third-Party Charging Terminals, under the Outbound Roaming Charging service, will be invoiced by Freshmile according to the tariff set by Freshmile and displayed on the Application and the Website.

5.3. Taxes and charges

Rates for the Charging Service, exclusive of tax, are automatically increased by the amount of taxes, charges, fees or contributions of any kind, applicable at the time of invoicing, borne or due by Freshmile in connection with the Charging Service in application of the legislation and/or regulations in force on the date of invoicing.

5.4. Invoicing and payment procedures

We accept payment by credit card (Visa, Mastercard), bank transfer, direct debit and cheque.

When an invoice is issued, the payment term can be:

• Either immediately upon ordering,
  • Or fifteen (15) days from the date of issue, unless otherwise stated on the invoice.

Invoices are available in electronic form at the end of the Charge on the Application and on the Freshmile Account. Paper invoices sent at the customer's request are invoiced at €2.40 incl. VAT (€2 excl. VAT) per item. Credit card payments are subject to a minimum charge of €0.50 incl. VAT.

5.5. Measures in the event of payment default

In the event of non-payment by the User within the applicable time limits:

• The User will receive an automatic e-mail informing them that in the event of non-payment within forty-eight (48) hours from the date of dispatch of the e-mail by Freshmile, their access to the Charging Service may be suspended.
• In the event of non-payment within the period agreed upon in the first reminder, Freshmile will inform the User that failure to pay the sums due within a period of forty-eight (48) hours may result in the suspension of their Freshmile Account and the deactivation of their Pass.
• Following this second unsuccessful reminder, a formal notice will be sent to the User.

If the User pays the outstanding payments, access to the Charging Service and the Freshmile Account may be restored and the Pass may be reactivated.

Article 6 - Duration

6.1. Freshmile user

The Contract is subscribed to and comes into force on the date of activation of the Freshmile Account for an indefinite period.

6.2. Anonymous user

The Contract is entered into for a fixed term, which will expire when the Charging Terminal is released and the price of the Charge is paid in full by the Anonymous User.

Article 7 - Users' right of withdrawal

7.1. Freshmile user

The Freshmile User, in case of remote subscription to the services offered by Freshmile, has a right of withdrawal that they can exercise without penalties and without giving a reason, within fourteen (14) days from the conclusion of the Contract.

If this period expires on a Saturday, Sunday or public holiday, it is extended until the next working day.

The Freshmile User exercises their right of withdrawal by informing Freshmile of their decision to withdraw by sending, before the expiry of the fourteen (14) day period, the withdrawal form in the Appendix, or any other unambiguous statement expressing their wish to withdraw. The withdrawal must be sent to the address indicated on the withdrawal form.

For the withdrawal period to be respected, it is sufficient for the Freshmile User to transmit their communication concerning the exercise of the right of withdrawal before the expiration of the withdrawal period.

In the event of exercising the right of withdrawal, Freshmile will reimburse the Freshmile User for all payments received from the User, including delivery costs (with the exception of additional costs arising from the fact that the User has chosen, where applicable, a delivery method other than the less expensive standard delivery method proposed by Freshmile) without undue delay and, in any event, no later than fourteen days from the day on which Freshmile is informed of the decision to withdraw from the Contract.

Freshmile will proceed with the refund using the same payment method as the one used for the initial transaction, unless the Freshmile User expressly agrees to a different method.

Freshmile may defer reimbursement until receipt of the Freshmile Pass or until the User has provided proof of shipment of the Freshmile Pass, whichever comes first.

The Freshmile User returns the Freshmile Pass, at their own expense and by registered letter with acknowledgement of receipt, to the address shown on the withdrawal form, without undue delay and, at the latest, within fourteen days of communicating their decision to withdraw.

The Freshmile User may immediately benefit from the Charging Service, without waiting for the end of the withdrawal period, if they expressly request Freshmile to enable this. In this case, if they exercise their right of withdrawal, the Freshmile User will be liable for the sums due to Freshmile for the use of the Charging Service until the date on which they exercise their right of withdrawal. The Freshmile User acknowledges that once the contract has been fully executed, the right of withdrawal is no longer available.

In the case of the remote purchase of a Charge for immediate use, the Freshmile User is informed that they may not exercise their right of withdrawal as they request that the Charge be fully completed before the end of the withdrawal period and that the Charge be usable in full and immediately. Therefore the Freshmile User is invited to waive their right of withdrawal at the time of the Charge.

7.2. Anonymous user

In the case of the remote purchase of a Charge, the Anonymous User is informed that they may not exercise their right of withdrawal as they request that the Charge be fully completed before the end of the withdrawal period and that the Charge be for immediate use, with a limited period of validity. The Anonymous User is invited to waive their right of withdrawal at the time of ordering.

Article 8 - Undertakings and liability of the User

8.1. Undertakings

The User undertakes to use the Charging Service in accordance with these GCAU.

In this respect, the User undertakes to:

• make normal use of the charging terminal in accordance with its intended purpose and the technical characteristics of the vehicle;
  • follow the vehicle manufacturer's instructions on technical charging procedures;
  • connect only commercially available electric or plug-in hybrid vehicles to the Charging Points. If they use a cable supplied by them or any other Ancillary, it must comply with the standards and regulations in force in the territory of the Charging Point used;
  • inform Freshmile of any breakdown or damage affecting the Charging Terminal by calling the number mentioned in article 15 of these GCAU;
  • when using Third-Party Charging Terminals with the Freshmile Pass, comply with the conditions and instructions for use laid down by the operator of the Third-Party Charging Terminals;
  • use the Services in a reasonable manner and for lawful purposes, respecting the individual rights and freedoms of each person (e.g. the right to privacy) and public order.
  • use decent and respectful language with Freshmile contacts (customer relations centre, hotline, etc.). All abusive, violent or hateful comments are totally prohibited and subject to possible suspension of Services in the event of repeated bad behaviour.

8.2. Liability of the User

The User is liable, both to Freshmile and to third parties, for their Vehicle and its Ancillaries, which they assume full and complete custody of when charging and/or parking at the Charging Stations.

Except in the case of force majeure as defined by article 1218 of the French Civil Code and case law, the User is liable to Freshmile for any damage and any costs incurred by Freshmile in the event of use of the Charging Terminal and/or Ancillaries that do not comply with these GCAU and that are attributable to the User and that have caused damage to the Charging Terminal and/or Ancillaries. In particular, the User's liability may include the cost of any repairs required to enable normal operation of the Charging Terminal.

8.3. Scope

The GCAU are binding on the User, the payer (if different) and any Pass holder, even if the latter has not personally subscribed to the Contract.

The Freshmile User is entirely responsible for the custody and use of the Pass and for compliance with the provisions of these GCAU, including by Pass holders.

The Freshmile User is in any event liable in relation to Freshmile.

Article 9 - Freshmile's liability

9.1. Liability towards Users

Freshmile will be liable to the User for any direct damage caused by the non-performance of its contractual obligations, under the conditions of general law.

Freshmile shall in no event be liable to the User for:

• loss of or damage to the Vehicle and its Ancillaries while charging, as well as to personal belongings. Freshmile assumes no obligation for monitoring and shall in no event be liable for any deterioration or disappearance of the Vehicle, Ancillary or equipment not caused by Freshmile, in particular in the event of acts of vandalism or theft;
• in the event of fraud;
• in the event of misuse, or use of a Freshmile Pass that does not comply with its intended purpose, by the User;
• in the event of misuse or malfunction of the Charging Terminal and/or its environment for which Freshmile is not responsible, including, for example, the power supply to the charging infrastructure, the charging cable and the Vehicle.
• temporary malfunction or disruption of the Charging Service, one or more Charging Stations, the Website or the Application, which may be disrupted or made temporarily unavailable in particular in the following cases:

- total or partial disruption and/or unavailability of telecommunication networks,

- computer virus,

- disruptions caused by maintenance, reinforcement, redevelopment or extension work on telecommunications network installations by the telecommunications operator used for the Freshmile Charging Service,

- signal degradation on telecoms networks, particularly due to weather conditions,

- power cut,

- impossibility of providing the Charging Service, inaccessibility or unavailability of one or more Charging Stations due to road or network works initiated by a third party requiring the decommissioning of structures, in particular on the initiative of public authorities.

• in the event of force majeure within the meaning of article 1218 of the French Civil Code and French case law;
• indirect damages such as loss of market, commercial loss, loss of clientele, commercial disturbance of any kind, loss of profit, loss of brand image.

9.2. No liability for third-party charging terminals

Furthermore, Freshmile assumes no liability towards the User for the services provided by the operators of the Third-Party Charging Terminals (including, but not limited to: unavailability, malfunction of the Third-Party Charging Terminals or Third-Party Badges or damage of any kind whatsoever suffered by the User when using the Third-Party Charging Terminals) or for any other service requested as part of the Roaming Charging service.

9.3. Interruption

The Charging Service may be interrupted in the event of public works or inspections carried out by public authorities or third parties. Freshmile may not be held liable by the User in the event of interruption of the Charge, unavailability of the Charging Service or inaccessibility of the Charging Stations as a result.

9.4. No charging terminals available

As the Charging Service is based on a self-service principle, Freshmile cannot be held responsible for the absence of available Charging Terminals.

9.5. Limitation of liability

In any event, should Freshmile be held liable as a result of the Services, its liability shall not exceed, for all events combined, the price paid by the User for the Services during which the event causing the damage occurred.

Article 10 - Protection of personal data

In the context of these GCAU, as a data controller within the meaning of the General Data Protection Regulation, Freshmile has to collect and process personal data concerning you.

The purpose of this processing is to carry out the electric Charging Service on Freshmile charging terminals and to monitor it in accordance with the execution of the GCAU, the legal basis for the processing. The mandatory or optional nature of personal data collection is specified on the collection forms. Failure to provide the required information will result in it being impossible to provide the service defined herein.

Personal data is reserved for the use of Freshmile and its service providers (e.g. IT service providers, payment service providers, call centre service providers, installers and maintenance technicians, without this list being limitative) and for third parties authorised by virtue of a legal or regulatory provision.

Personal data is kept only for as long as is necessary for the performance and management of the contractual relationship. They may also be kept by the data controller in order to comply with its legal and regulatory obligations.

Any transfer of data to a third country outside the European Economic Area is carried out in compliance with the applicable regulations and in such a way as to ensure adequate data protection.  Your personal data may be transferred to the following recipients within the scope of these GCAU: payment processors.

For any information on the measures implemented to ensure adequate protection of personal data, the User may write to the contact address mentioned in article 15.

The data controller implements appropriate measures to protect the security and confidentiality of personal data and, in particular, to prevent it from being distorted, damaged or accessed by unauthorised third parties.

In accordance with regulations on the protection of personal data, all individuals have the right to access, rectify, delete, transfer, limit or oppose the use of their personal data, and the right to define directives concerning the fate of their personal data after their death. 

These rights may be exercised by contacting Freshmile at the following address: dpo@freshmile.com.

The owner of personal data also has the right to complain to the Commission Nationale de l'Informatique et des Libertés (CNIL) about the way in which Freshmile collects and processes their data.

Article 11 - Suspension - Termination of the Contract

11.1. Account suspension

In the event of suspension of the Account by the Freshmile User or by Freshmile, this Contract will continue to apply between the Parties.

11.2. Termination of the Contract by the Freshmile User

The Freshmile User may terminate the Contract at any time, without notice or penalty, if they no longer wish to benefit from the Contract and the Charging Service offered by Freshmile. The Freshmile User may also terminate the Contract under the same conditions in the event of non-acceptance of a change to the Charging Service, a price change or a change to these GCAU.

To give notice of termination, the Freshmile User may:

• Either delete their account via the Application or on the Website
• Or send their request to Customer Service by registered letter with acknowledgement of receipt,
• Or send a request by e-mail with acknowledgement of receipt to the address indicated in article 15 of these GCAU.

In the case of a written request, termination will take effect from the date of receipt or first presentation of the termination letter.

Any unused credit balance will be returned to the Freshmile User.

11.3. Termination of the Contract by Freshmile

Freshmile may terminate the Contract if the Freshmile User fails to fulfil any of their contractual obligations under the Contract, and in particular in the event of non-payment of sums due by the Freshmile User. In this case, Freshmile first sends a formal notice requesting the User to fulfil their obligations within thirty (30) days, by registered letter with acknowledgement of receipt. In the event of default by the Freshmile User by the deadline indicated in the formal notice, Freshmile may then terminate the Contract by registered letter with acknowledgement of receipt. Termination will take effect from the date of receipt or first presentation of the termination letter.

Freshmile may terminate the Contract without prior formal notice, simply by sending a termination letter referring to this article and stating the reason for such termination, in the following cases:

• Damage to a Charging Station or its components;
• Abusive, violent or hateful comments towards Freshmile contacts.

Article 12 - Modification of the GCAU

Freshmile reserves the right to modify these GCAU at any time.

For Freshmile Users, any modifications will be brought to their attention by e-mail or any other suitable means, at least thirty (30) days before the date on which they will take effect. As from this date, the amended GCAU will replace the present GCAU and will be automatically applicable to use of the Charging Service as from the effective date of the modifications.

This thirty (30) day period does not apply in the event of contractual modifications imposed by law or regulation.

Article 13 - Invalidity

If any provision of the GCAU is held to be invalid, illegal or unenforceable in whole or in part under applicable law, such provision, or the relevant part thereof, shall be deemed not to form part of the GCAU to the extent that it is held to be invalid, illegal or unenforceable. However, the remaining provisions of the GCAU shall remain in full force and effect.

Article 14 - Applicable law - Settlement of disputes

14.1. Applicable law

The law applicable to the Contract is French law.

14.2. Dispute resolution

In the event of a dispute relating to the interpretation or execution of these GCAU, Freshmile and the User will endeavour to resolve it amicably.  

Any consumer may, prior to any litigation, in application of article L.211-3 of the French Consumer Code, request recourse to an extrajudicial mediation procedure or any other alternative dispute resolution method, in particular that specified in articles L.611-1 et seq. of the French Consumer Code. In addition, pursuant to article L.612-1 of the French Consumer Code, each User is informed that if they are a non-professional consumer or professional consumer belonging to the category of micro-businesses mentioned in article 51 of law no. 2008-776 of 4 August 2008 on the modernisation of the economy, and if their prior written complaint to Freshmile's customer service has not received a satisfactory response within two months, the consumer concerned may refer the matter free of charge to the following mediator: Centre de la Médiation de la Consommation de Conciliateurs de Justice (CM2C) - 14 Rue Saint Jean (75017 Paris).

The User remains free to accept or refuse recourse to mediation and, in the event of recourse to mediation, each party is free to accept or refuse the solution proposed by the mediator. 

Failing amicable agreement, recourse to mediation or acceptance by the parties of the solution proposed by the mediator, the dispute opposing a consumer customer will be brought before the competent court according to the rules of general law.

In the event of a dispute of any kind or any disagreement relating to the formation or performance of the Contract, the courts of the User's place of residence shall have sole jurisdiction.

For Professional Users: any dispute arising from the Contract which cannot be settled amicably shall, insofar as permitted by law, be referred to the competent court within the jurisdiction of the Strasbourg Court of Appeal.

Article 15 - Contact

The User has access to Freshmile's customer relations centre to ask any questions relating to the use and operation of the Charging Service.

The customer relations centre can be contacted on the number available on each charging terminal (7 days a week, 24 hours a day) or by e-mail at support@freshmile.com.

Freshmile reserves the right to modify these times and will notify the User by any means at its convenience of the new times.

APPENDIX - MODEL WITHDRAWAL FORM

WITHDRAWAL FORM

If you wish to exercise your right of withdrawal, please complete and return this form, by registered letter with acknowledgement of receipt, within fourteen (14) days of the conclusion of the Contract.

To the attention of:

Freshmile

Aéroport Strasbourg – Bâtiment Blériot

67960 Entzheim

support@freshmile.com

I hereby notify you of my request for withdrawal concerning 

• My Freshmile account

-> Account e-mail address:

• My Freshmile Pass

-> Pass number:

Date ___________________________

In ____________________________

User's name:

User's address:

User's signature:

GENERAL TERMS AND CONDITIONS OF SALE EV CHARGING POINT OPERATION SERVICE (CPO)

On 1 October 2023

Article 1 - General

These general terms and conditions of sale (hereinafter the "CPO GTC") exclusively govern the commercial relationship between Freshmile (hereinafter "Freshmile") and its professional customers (hereinafter the "Professional Customers") in connection with the provision of services for the operation of Electric Vehicle Charge Points (hereinafter the "CPO Services") and for any provision of associated products (hereinafter the "Product(s)").

Freshmile acts as the Charge Point Operator (CPO).

If accepted by the Professional Customer, these CPO GTC constitute the contract between Freshmile and the Professional Customer (hereinafter the "Contract").

Freshmile reserves the right to adapt or modify the CPO GTC at any time, it being specified that the applicable CPO GTC are those in force on the day of the order. Any order placed with Freshmile implies the Professional Customer's full acceptance of the CPO GTC, which prevail over all other conditions, with the exception of those expressly agreed in writing between Freshmile and the Professional Customer. Freshmile shall not be bound by the undertakings of its representatives or employees unless confirmed in writing by Freshmile.

Article 2 - Definitions

Capitalised terms used herein shall have the meanings set forth below, whether used in the singular or plural.

"Charging Station": refers to a fixed device connected to a power supply point, comprising one or more charging points and able to include communication, metering, control or payment devices.

"CPO GTC": means the present document.

"Professional Customer": refers to the customer who acts first as the owner of the EV Charging Point until it is commissioned, or the legal entity offering a charging service, which is the owner of the EV Charging Point once it has been commissioned.

"Contract": means the indivisible contractual whole consisting of these CPO GTC, the management contract concluded between Freshmile and the Professional Customer, the quote accepted by the Professional Customer and the General Terms and Conditions of Access and Use of EMP services delivered by Freshmile.

"Quote": Commercial document sent by Freshmile to the Professional Customer detailing the CPO Services offered and the financial terms and conditions of the CPO Services.

"EV Charging Point(s)": refers to charging point(s) for electric vehicles, i.e. a set of one or more Charging Points and their associated materials, equipment and fittings, such as power supply circuits, control and management boxes and software, particularly for data transmission, supervision, control and payment, required for electric vehicle charging;

"Software": refers to all websites, software (e.g.: Freshmile Park, Freshmile Move, Freshmile Charge, etc.), web and mobile applications developed by Freshmile and necessary for the performance of the Contract. Software includes supervision software, which refers to any IT device that enables remote management, control or monitoring of charging sessions delivered by a Charging Station.

"Charging Point": refers to the device used to charge an electric vehicle. It is understood that a Charging Point can charge one vehicle at a time. Charging point refers to both private and public charging points;

"Product": refers in particular to telecommunication subscription SIM cards and the supply of equipment such as charging stations and modems, associated with the CPO Service.

"Charging": refers to the action of charging a Vehicle with electricity delivered by a Charging Point.

"CPO Service" refers to an EV Charging Point management service and the provision of software licenses. It is designed to manage remote access to charging points, remote control, tracking of charging sessions, and location and availability information.

"Site": refers to the location where the EV Charging Point is operated;

"User": refers to motorists using the Charging Points, i.e. a natural person charging an electric vehicle;

"Vehicle": refers to the User's electric or plug-in hybrid vehicle for which the charging service is used. Without further clarification, the term vehicle refers to the Vehicle itself and its ancillaries. The Vehicle may be a private vehicle ("passenger car"), a light commercial vehicle or an electric two-wheeler, including bicycles, without this list being exhaustive.

Article 3 - Services

As part of the CPO Service, Freshmile may perform the following services:

• Supervise the EV Charging Point
• Manage user relations (conclusion of User contracts, after-sales service, etc.)
• Collect the income obtained via the charging service on behalf of the Professional Customer,
• Supply the Products,
• Manage roaming relationships.

Article 4 - Price

• Prices invoiced to the User for Charging

It is agreed that the Professional Customer proposes to Freshmile the Charging rates applicable to Users. For technical reasons, Freshmile reserves the right to validate the Charging rates decided by the Professional Customer before applying them. Any request for a price change will be implemented within thirty (30) days at the latest. This period may be extended in the event of constraints due to roaming relationships. In all cases, a minimum charge of €0.50 (including VAT) applies to Users' pay-as-you-go payments by credit card.

• Freshmile's remuneration for the CPO Service

In return for the CPO Services, Freshmile will receive remuneration in the form of:

• Non-recurring fees, such as initial activation or for ordering Products,
• Subscription, including CPO Services and associated Products, agreed in the Quote,
• Commission on income equal to 10% of income (excluding VAT) generated for the period in question on the EV Charging Point covered by the Contract.

Freshmile's commission is payable by the Professional Customer.

• Retrocession of income

The income generated by the EV Charging Point covered by the Contract belongs to the Professional Customer. Income retrocessions due by Freshmile to the Professional Customer are transferred no later than 90 days after the end of the quarter. Freshmile will deduct its commission directly from the amount of income before transferring it to the Professional Customer, in accordance with the terms and conditions set out below.

Freshmile will provide the Professional Customer with a quarterly statement of accounts showing the amounts collected by Freshmile from Users and third-party mobility operators for the period in question and for the EV Charging Point covered by the Contract. This nominative statement will specify:

-           Amounts invoiced to Users including VAT,

-           Amounts invoiced to third-party mobility operators excluding VAT,

-           The amount of commission retained by Freshmile, excluding VAT and including VAT

-           The net amount (including VAT) to be paid to the Professional Customer

-           The net amount (excluding VAT) to be paid to the Professional Customer

The Professional Customer has fifteen (15) days from the date of dispatch of this statement to contest the amount of commission due. After this deadline, the accounts will be considered definitively closed for the period concerned. In the event of a dispute within the allotted time, the parties will come to an agreement on the amount of commission and the amount to be paid to the Professional Customer. In the absence of any dispute regarding this statement, Freshmile returns the amount indicated on the nominative statement by transfer to the Professional Customer's bank account.

Article 5 - Conditions of payment

We accept bank transfers, direct debits and cheques.

When an invoice is issued, the payment term is 30 days from the invoice date.

Invoices are available in electronic form. Paper invoices sent at the Customer's request are invoiced at €2.40 including VAT (€2 excluding VAT) per item.

Article 6 -Late payment and non-payment

In the event of late payment or failure to pay in full or in part by the due date, all sums owed by the Professional Customer in respect of the CPO Service or other orders executed or in the process of being executed shall become immediately payable without prior formal notice, without prejudice to the right of rescission provided for in article 8 below. Furthermore, without prejudice to any damages that Freshmile reserves the right to claim from the Professional Customer, any delay or failure to pay in full or in part by the due date will result in Freshmile suspending all performance of the CPO Service and the Professional Customer will be required to pay:

• penalties for late payment calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, the interest rate to be applied being, for the first half of the year, the rate in force on 1 January of the year in question and, for the second half of the year, the rate in force on 1 July of that year. These penalties are applicable from the day after the date on which the invoice is payable until full payment of the amounts due;
• a lump sum compensation of 40 euros per unpaid invoice; this amount may be increased if the Company proves that any recovery costs incurred exceed the amount of the lump sum compensation;
• a penalty clause shall be applied equal to 15% of the total amount invoiced and not paid by the Professional Customer.

Article 7 - Disputing the invoice

Any dispute or claim concerning invoices sent by Freshmile to the Professional Customer can, in any event, only be examined by Freshmile if it is made in writing before the due date for payment. In the event of a partial claim that does not relate to the entire invoice, the amounts not affected by the claim must be paid by the due date.

Article 8 - Termination - suspension

The Contract may be terminated as of right, and without formalities, by either Party in the event of a breach by the other Party of any of its obligations under the Contract if such breach is not remedied within thirty (30) days of receipt by the defaulting Party of a registered letter with acknowledgement of receipt notifying such breach - or when such notification is addressed to the Professional Customer, it may be made in writing with acknowledgement of receipt and without prejudice to any damages to which the non-defaulting Party may claim.

In the event of non-payment of the invoice by the Professional Customer on the due date, Freshmile may suspend the rights of the Professional Customer until actual payment of the amount due.

Repeated non-payment or any actual or attempted counterfeiting by the Professional Customer constitute serious breaches justifying the automatic termination of the Contract by Freshmile, by registered letter with acknowledgement of receipt. Termination will take effect on the date of first presentation of said letter, without prejudice to any damages Freshmile may claim.

In any event, the aforementioned cases of termination imply that the Professional Customer no longer has the right to access the Software and the CPO Service.

Article 9 - Software terms of use

The right to use the Software, granted under the terms of the Contract and for its duration, allows the Professional Customer to use the Software in accordance with its intended purpose and for its own professional needs and under the conditions defined in the Contract.

The Professional Customer agrees not to:

• copy, print, transfer, market, transmit or display all or part of the Software, whether in return for payment or free of charge;
• give unauthorised third parties access to the Software;
• adapt or attempt to adapt the Software by its own means;
• use the Software to provide data processing, time-shared operation or similar services of any kind to any other natural person, company or entity;
• carry out or attempt to carry out any act of reverse engineering, translation, adaptation, disassembly, compilation, decompilation or seek, in any way whatsoever, to reconstitute the source code of the Software accessible within the framework of the CPO Service, or to use it for the purposes of analysis or the creation of derivative works;
• transfer, pledge, lease, distribute, license, communicate, lend or dispose of in any way, whether in return for payment or free of charge, even on a temporary basis, the Software and more generally all the elements and programs making up the CPO Service;
• use the Software and associated technical documentation, in any way or form whatsoever, for the purposes of designing, producing, distributing or marketing similar, equivalent or substitute services, and similar, equivalent or substitute user documentation.

Any non-conforming use of the Software constitutes an act of counterfeiting and/or unfair competition and exposes the Professional Customer to civil and/or criminal penalties.

Furthermore, the Professional Customer is solely responsible for the information it enters when using the CPO Service. The Professional Customer must provide this information in strict compliance with applicable laws and regulations.

In the event of a breach of the above provisions, Freshmile reserves the right to suspend, without notice, the Professional Customer's access to the Software and the CPO Service, and to terminate the Contract in accordance with the provisions of the Termination article.

The Professional Customer is hereby informed that the Software is supplied with configuration that complies with current regulations.

Article 10 - Liability

11.1. Liability of the Professional Customer

The Professional Customer is liable for the security of its identifiers enabling access to the Software. The Professional Customer is responsible for the proper use, and integrity of the configuration, of the EV Charging Point throughout the duration of the Contract. These includes settings for the local computer network, modem(s) and EV Charging Point.

11.2 Liability of Freshmile

With regard to the CPO Service, Freshmile is responsible for setting up the resources necessary for the proper operation of the CPO Service.

Freshmile is not responsible for the quality of the telecommunication network used (Ethernet, 4G, 5G, etc.), nor for any loss of communication, which could lead to a temporary shutdown of all or part of the CPO Products and Services. Freshmile is not responsible for problems resulting from incorrect installation of equipment that has not been installed by Freshmile as part of the Contract, a defect in the EV Charging Point, a defect in the Vehicle, incorrect operation by the User or non-compliant use. Compliant use corresponds to connection to the EV Charging Point via a cable that complies with current regulations, of a Vehicle approved in France or in the country of the EV Charging Point in question. Freshmile is not responsible for elements ancillary to the EV Charging Point, such as the power supply for charging points, charging cables and Users' vehicles, as well as services provided by third-party operators. Freshmile is not responsible for any damage, deterioration or theft of charging cables or User Vehicles.

Freshmile shall in no event be liable for any immaterial and/or indirect loss or damage, such as operating loss, loss of sales, clientele or image, loss of data, commercial and financial loss, or late payment penalties, caused to the Professional Customer.

If Freshmile's liability is incurred as a result of the CPO Services, its liability shall not exceed twenty percent (20%) of the amount of the Service concerned, up to a limit of once per contractual year.

Article 11 - Force majeure

Neither Party may be held liable for failure to perform partially or in full any of its obligations, if this failure results from an event of Force majeure, presenting the characteristics of the unpredictability, irresistibility and exteriority defined by Article 1218 of the Civil Code and French case law. It is expressly agreed that strikes by Freshmile personnel or its subcontractors, shortages of Freshmile personnel or its subcontractors, in particular road hauliers, breakdowns and temporary stoppages of work by Freshmile personnel or its subcontractors, as well as pandemics, constitute events of force majeure. The party affected by a case of force majeure must promptly inform the other party in writing and make every effort to reduce as far as possible any harmful effects resulting from this situation. In the event of a force majeure event lasting more than fifteen (10) days, Freshmile will be entitled to terminate the affected orders by any means, subject to ten (10) working days' notice, without payment of compensation to the Professional Customer.

Article 12 - Ethics and anti-corruption

By way of introduction, the Professional Customer is informed that the Rexel Group has adhered to the United Nations Global Compact, which incorporates the ten universally accepted principles relating to human rights, labour standards, the environment and the fight against corruption. Freshmile, as a subsidiary of the Rexel Group, has made the commitments set out in the guidelines, codes and principles of ethics and compliance applicable to all Rexel Group companies, available at ethique.rexel.com. Freshmile also has an alert reporting procedure, available at www.rexel.com/fr/alerte-ethique. The Professional Customer acknowledges having read the guidelines, codes and principles of ethics and compliance applicable to Freshmile and undertakes to respect at least the same standards of ethics and compliance as Freshmile.

The Professional Customer states:

• that it complies with all applicable laws and regulations concerning the fight against corruption, money laundering, influence peddling and any other breaches of probity or prohibited practices,
• that it does not, and nor does any of its employees, whether or not salaried, partners, representatives, agents or subcontractors, offer, solicit, accept or receive, directly or indirectly, offers, promises, gifts, presents or any other undue advantage, for the purpose of performing or refraining from performing an act, obtaining favours or particular advantages, constituting or which could constitute a corrupt practice or any other breaches of probity or prohibited practices.

Freshmile reserves the right to carry out audits on the Professional Customer's compliance with the commitments made under the terms of article 12 hereof, and to request certificates of compliance from the Professional Customer on these subjects.

Any breach by the Professional Customer of its undertakings under the terms of Article XII hereof shall constitute serious misconduct liable to justify the termination of the commercial relationship by Freshmile, without prior notice and without compensation to the Professional Customer.

Article 13 - Personal data

Each party undertakes to comply with the provisions of applicable law and regulations, in particular under the General Data Protection Regulation (GDPR). In particular, each party undertakes to:

• inform data subjects of the purpose(s) for which the data is processed and the resources used for this, and obtain their prior consent if necessary and allow them to exercise their rights;
• implement the appropriate technical and organisational measures to guarantee the security of these data, namely, their confidentiality, integrity and availability.

Freshmile's privacy policy is available at www.freshmile.com, or by email at dpo@freshmile.com.

Article 14 - Intellectual property

14.1. Freshmile declares that the Software and associated documentation are its property within the meaning of the provisions of the French Intellectual Property Code or, failing that, that it has acquired all the rights necessary to enter into the Contract.

Likewise, all the elements making up the Software, including the interfaces made available to the Professional Customer as part of the performance hereof, the documentation and all other information provided to the Professional Customer by Freshmile are and remain the exclusive property of Freshmile.

The granting of the right of use referred to herein does not entail the transfer to the Professional Customer of any right of ownership in the Software of which it is composed. Under no circumstances will Freshmile provide the Professional Customer with the source code of the Software.

The Professional Customer agrees not to infringe Freshmile's intellectual property rights in any way whatsoever, directly or indirectly.

Any use not expressly authorised by Freshmile hereunder is unlawful, in accordance with the provisions of article L.122-6 of the French Intellectual Property Code.

14.2. As part of the CPO Service, Freshmile may design and develop documents of a technical, commercial or other nature (in particular models, articles, studies, reports, notes, texts, analyses, charters, drawings, images, logos, plans, sketches), inventions, creations, software, methods, know-how, confidential information (hereinafter the "Creations"). All intellectual property rights and know-how incorporated in the Creations and CPO Services remain the exclusive property of Freshmile. Consequently, Freshmile will remain the exclusive owner of the rights pertaining to the Creations and, in general, to any written element provided by Freshmile to the Professional Customer in connection with the CPO Service. Consequently, the Professional Customer undertakes:

         - Not to infringe, directly or indirectly, Freshmile's property rights and legitimate interests,

         - To maintain at all times the statements of ownership and copyright appearing on the Creations and, in general, on any written element provided by Freshmile to the Professional Customer in connection with the CPO Service,

         ­ To respect the brands, logos, names, acronyms, colours, graphics and any other distinctive sign belonging to Freshmile, and not to create any analogy in the mind of the public for any purpose or by any means.

Article 15 - Confidentiality

The Professional Customer acknowledges the confidential nature of the information and documents of any kind to which it has or will have access in the course of its commercial relationship with Freshmile and undertakes on its own behalf and on behalf of its employees and subcontractors to take all necessary precautions to prevent their disclosure.

Article 16 -Professional customer service - contact

The Professional Customer has access to Freshmile's customer relations centre to ask any questions relating to the use and operation of the CPO Service.

The professional customer relations centre can be reached at the following address and telephone number:

Freshmile | Professional customer service

Aéroport Strasbourg, Bâtiment Blériot, 67960 Entzheim

office@freshmile.com

03 69 24 67 32

Article 17 - Applicable law and jurisdiction

All Freshmile's commercial relations with Professional Customers are governed by French law.

BY EXPRESS AGREEMENT, ALL DISPUTES CONCERNING THE INTERPRETATION OR EXECUTION OF THIS AGREEMENT AND THE TERMINATION OF COMMERCIAL RELATIONS BETWEEN THE PARTIES WILL BE SUBJECT TO THE SOLE JURISDICTION OF THE LOCATION OF FRESHMILE'S REGISTERED OFFICE, TO WHICH JURISDICTION IS ASSIGNED, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD PARTY APPEALS.