Terms and Conditions

Last updated July 23, 2025

Driver  Terms and Conditions

Welcome to Exploren! Exploren is an all-in-one solution for managing electric vehicle charging for electric vehicle owners. We provide
the next generation of OCPP management, through our software as a solution platform.

  1. Our Disclosures
    Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:

    • Your Membership may be subject to a minimum term, as set out in your Account. Without limiting your rights under
      the Australian Consumer Law, you may only cancel your Membership at the expiry of the minimum term.
    • Unless your Membership is terminated in accordance with these Terms, your Membership will roll over on an ongoing
      monthly basis.
    • We will handle your personal information in accordance with our privacy policy, available at https://exploren.com.au/
    • Our liability under these Terms is limited to 12 months of Fees, and we will not be liable for Consequential Loss, any
      loss that is a result of a Third Party Service, or any loss or corruption of data.
      Nothing in these terms limit your rights under the Australian Consumer Law.
  2. Introduction
  • 2.1 These terms and conditions (Terms) are entered into between EVE Australia Pty Ltd t/as Exploren ACN 614 095 644 (we, us
    or our) and you, together the Parties and each a Party.
  • 2.2 We provide a cloud-based, software as a service platform where electric vehicle owners can connect the platform to their
    home electric vehicle charging station, maintain and set up charge point operations, including load management, and
    obtain live insights on the charging of their electric vehicle (Platform).
  • 2.3 The use of the Platform is reliant on you having and maintaining a functional electric vehicle charging station with OCPP
    protocol capability (EV Charge Point) and a stable internet connection.
  • 2.4 In these Terms, you means the person or entity registered with us as an Account holder.
  • 2.5 If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and
    warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the
    entity’s personnel to these Terms.

3 Acceptance and Platform Licence
3.1 You accept these Terms by accepting these Terms prior to your sign up to the Platform.
3.2 You must be at least 16 years old to use the Platform.
3.3 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the
Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you
do not agree to the amendment and it adversely affects your rights, you may cancel your Membership with effect from the
date of the change in these Terms by providing written notice to us. If you cancel your membership, (a) you will no longer
be able to use the Platform on and from the date of cancelation, and (b) if you have paid Fees upfront you will be issued a
pro-rata refund having regard to the date of termination and the period for which you have paid.
3.4 We may use third party APIs to deliver the Platform. Your use of third party APIs may be subject to their terms of use.
3.5 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide,
non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our
prior written consent.
3.6 If you use our mobile application to access the Platform, you acknowledge and agree that you must accept our App Terms
and Conditions, available on sign up to our mobile application, and as updated from time to time. To the extent of any
inconsistency between these Terms and our App Terms and Conditions, these Terms will prevail.
3.7 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
(a) anything that would constitute a breach of an individual’s privacy (including uploading private or personal information
without an individual’s consent) or any other legal rights;
(b) using the Platform to defame, harass, threaten, menace or offend any person;
(c) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
(d) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
(e) facilitating or assisting a third party to do any of the above acts.

4 Connecting the Platform to your EV Charge Point
4.1 You may connect the Exploren Platform to the EV Charge Point by following the instructions set out by our staff.
4.2 Once connected, the data from the use of your EV Charge Point will connect to the Platform, allowing you to access live
insights into the use of your EV Charge Point.
4.3 You are responsible for maintaining access to an EV Charge Point with OCPP protocol capability, and which maintains a
stable internet connection.

5 Exploren Services
5.1 In consideration for your payment of the Fees, we agree to provide you with access to the Platform and any other services
we agree to provide as set out in your Account.
5.2 We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may
perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are
performing such maintenance.
5.3 Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and
enjoyment of the Platform, you must place a request over the phone, or via email between 9am and 8pm AEST on business
days. We will endeavour to respond to any support requests in a reasonable period.
5.4 You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided
by us (for example, your EV Charge Point, and your internet connection (Third Party Services). To the maximum extent
permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure
of the Third Party Services.
5.5 You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data
into the Platform, you agree to maintain a backup copy of any data you input into the Platform.
5.6 To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any
scheduled or emergency maintenance that causes the Platform to be unavailable.

6 Accounts
6.1 You must register on the Platform and create an account (Account) to access the Platform’s features.
6.2 You must provide basic information when registering for an Account including your contact name and email address and
you must choose a password.
6.3 All personal information you provide to us will be treated in accordance with our Privacy Policy.
6.4 You agree to provide and maintain up to date information in your Account and to not share your Account password with
any other person. Your Account is personal and you must not transfer or provide it to others.
6.5 You are responsible for keeping your Account details and your username and password confidential and you will be liable
for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of
any unauthorised use of your Account.

7 Memberships
7.1 You may purchase a Membership by paying the Membership fees outlined on the Platform (Fees) in advance on a yearly
basis or some other recurring interval disclosed to you prior to your payment of the Fees (Billing Cycle).
7.2 Your Membership will automatically renew at the end of the Billing Cycle for the same period of time and you will be
charged the Fees in connection with each subsequent Billing Cycle unless and until you cancel your Membership.
7.3 Free Trial: Your membership may begin with a free trial for the period specified on the Platform (Free Trial Period). Free
trials are only available for new Account holders and we may limit eligibility to prevent free trial abuse. If you don’t cancel
your Membership before the end of the Free Trial Period, the Billing Cycle will commence on the day after the Free Trial
Period and the Fees are payable on the same date.
7.4 The payment methods we offer for the Fees are set out on the Platform.
7.5 You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or
credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is
made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third
party payment processor to debit your account in accordance with these Terms and you certify that you are either an
account holder or an authorised signatory on the account for which you provide details.
7.6 You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are
payable by you to us in connection with the Platform.
7.7 We do not store any credit card details, and all payment information is collected and stored through our third-party
payment processor.
7.8 The Fees are only refundable and cancellable in accordance with your Consumer Law Rights and these Terms.
7.9 We may need to change what is available as part of your Membership (for example, the inclusions, exclusions, updated
features) from time to time. If we adversely change what is available as part of your Membership, we will provide you with
at least 30 days’ notice of the change. After the notice period has lapsed, we will apply the changes to your Membership. If
the changes adversely affect your enjoyment of the Membership, you may cancel your Membership with effect from the
date we apply the changes to your Membership by providing written notice to us. If you cancel your membership, (a) you
will no longer be able to use the Platform on and from the date of cancelation, and (b) if you have paid Fees upfront you
will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.
7.10 We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days’ notice of the
change. After 30 days, we will apply the updated Fee to your Membership on and from your next Billing Cycle. If the
updated Fee is not acceptable to you, you may cancel your Membership in accordance with the ‘Cancellation of
Memberships’ clause.

8 Our Intellectual Property
8.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the
Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property)
8.2 We authorise you to use Our Intellectual Property solely for your personal use. You must not exploit Our Intellectual
Property for any other purpose, nor allow, aid or facilitate such use by any third party. You may only access Our Intellectual
Property on your personal device and web browser.
8.3 You must not, without our prior written consent:
(a) copy, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to
any third party; or
(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying
any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be
framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
8.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media
page or blog, provided that:
(a) you do not assert that you are the owner of Our Intellectual Property;
(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
(c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or
deceptive; and
(d) you comply with all other terms of these Terms.
8.5 This clause will survive the termination or expiry of your Membership.

9 Your Data
9.1 You own all data, information or content you upload into the Platform (Your Data).
9.2 You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data to:
(a) communicate with you (including to send you information we believe may be of interest to you);
(b) supply the Platform to you and otherwise perform our obligations under these Terms;
(c) diagnose problems with the Platform;
(d) enhance and otherwise modify the Platform;
(e) perform Analytics;
(f) develop other services, provided we de-identify Your Data; and
(g) as reasonably required to perform our obligations under these Terms.
9.3 You agree that you are solely responsible for all of Your Data that you make available on or through the Platform. You
represent and warrant that:
(a) you are either the sole and exclusive owner of Your Data or you have all rights, licences, consents and releases that are
necessary to grant to us the rights in Your Data (as contemplated by these Terms); and
(b) neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your
Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual
property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
9.4 You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on
and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and
agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes,
provided that the Analytics do not contain any identifying information.
9.5 We do not endorse or approve, and are not responsible for, any of Your Data.
9.6 You acknowledge and agree that the performance of the Platform is reliant on the accuracy and completeness of your
electric vehicle and EV Charge Point, and the provision of Your Data that is inaccurate or incomplete may affect the use,
output and operation of the Platform.
9.7 This clause will survive the termination or expiry of your Membership.

10 Warranties
10.1 You represent, warrant and agree that:
(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
(b) there are no legal restrictions preventing you from entering into these Terms; and
(c) all information and documentation that you provide to us in connection with these Terms is true, correct and complete.

11 Australian Consumer Law
11.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and
similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies
relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law
Rights).
11.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under
the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is
governed solely by the ACL and these Terms.
11.3 Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services
(including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute,
at law or on any other basis.
11.4 This clause will survive the termination or expiry of your Membership.

12 Liability
12.1 Despite anything to the contrary, to the maximum extent permitted by law:
(a) neither Party will be liable for Consequential Loss;
(b) we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by,
arising from or connected with:
a. any interruptions or downtime to the Platform as a result of any scheduled or emergency maintenance;
b. your EV Charging Station and/or your electric vehicle; and
c. any use or application of the Services by a person or entity other than you, or other than as reasonably
contemplated by this Agreement.
(c) each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant
Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel,
including any failure by that Party to mitigate its losses; and
(d) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Fees paid by
you in the 12 months immediately preceding the act, event or omission giving rise to the Liability (and where there has
been less than 12 months of Fees paid, an amount equal to 12 months of Fees calculated on a pro rata basis having
regard to the amount of Fees paid and the period of time).
12.2 This clause will survive the termination or expiry of your Membership.

13 Termination
13.1 Cancellation of Memberships: You may request to cancel your Membership at any time by notifying us via email, or via
‘cancel my membership’ feature in your Account. Your cancellation will take effect from the end of the current Billing Cycle
as set out in your Account.
13.2 A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied
within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party is unable to pay its debts as they fall due.
13.3 Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate
the suspected breach.
13.4 Upon expiry or termination of your Membership:
(a) we will remove your access to the Platform;
(b) we will be entitled to anonymise or permanently delete all Your Data within 1 month from expiry or termination of this
Agreement; and
(c) where we terminate your Membership as a result of your unrectified default, you also agree to pay us our reasonable
additional costs directly arising from such termination, including recovery fees.
13.5 Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata
basis.
13.6 Termination of a Membership will not affect any rights or liabilities that a Party has accrued under these Terms.
13.7 This clause will survive the termination or expiry of your Membership.

14 General
14.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or
obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably
withheld).
14.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection
with these Terms, to a debt collector, debt collection agency, or other third party.
14.3 Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to
seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the
dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to
prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
14.4 Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties
and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties,
except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications,
negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
14.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these
Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on
the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event
and the extent to which it is unable to perform its obligations and uses reasonable endeavours to minimize the duration
and adverse consequences of the Force Majeure Event.
14.6 Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally
submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals
from those courts and waives any right to object to proceedings being brought in those courts.
14.7 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the
details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been
served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
14.8 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act
1988 (Cth) and any other applicable legislation or privacy guidelines.
14.9 Publicity: With your prior written consent, You agree that we may advertise or publicise the fact that you are a user of our
Platform, including on our website or in our promotional material.
14.10 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read
down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that
provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that
provision or the other provisions in these Terms.

15 Definitions
15.1 Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;
any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act
or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the
Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission, and/or,
any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity,
loss of savings, loss of reputation, loss of use and/or loss or corruption of data. The Parties agree that your obligation to pay
us the Fee under these Terms will not constitute “Consequential Loss”.
15.2 Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.
15.3 Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law,
equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how,
inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or
source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or
modifications of, the foregoing, whether or not registered or registrable.
15.4 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or
judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising,
whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party
or a party to these Terms or otherwise.
For any questions or notices, please contact us at:
EVE Australia Pty Ltd t/as Exploren (ACN 614 095 644)
Email: help@exploren.com.au
Last update: 11 January 2024
© LegalVision ILP Pty Ltd

  • TERMS AND CONDITIONS
    1. Acceptance

    You accept this Agreement by the earlier of:

    • signing and returning this Agreement to us, including by email or any electronic executions platform acceptable to us;
    • confirming by email that you accept this Agreement;
    • instructing us (whether orally or in writing) to proceed with the provision of the Services; and
    • making part or full payment of the Fees.
    1. Services

    2.1            In consideration of your payment of the Fees, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.

    2.2            We will not be responsible for any Services unless expressly set out in the inclusions in the Schedule.

    2.3            Subject to any other provisions of this Agreement, we will commence providing the Services within a reasonable time after the Commencement Date, or as otherwise agreed between the Parties in the Schedule or otherwise.

    1. SaaS Licence

    3.1            In consideration of your payment of the SaaS Solution Fee, we will supply you with the SaaS Solution in accordance with the Schedule.

    3.2            During the Term, and subject to your compliance with this Agreement, we grant you and your Authorised Users a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the SaaS Solution solely for your business purposes and as contemplated by this Agreement (SaaS Licence).

    1. Authorised Users

    4.1            We agree to provide each Authorised User with access to the SaaS Solution in accordance with the Authorised User Permissions.

    4.2            You will ensure each Authorised User complies with the terms of this Agreement.

    4.3            The administrator of your Account will have rights to add or remove Authorised Users from access to the SaaS Solution.

    1. Account

    5.1            You will require an Account in order to access and use the SaaS Solution.

    5.2            Each Authorised User will require a login (which is linked to your Account), in order to access and use the SaaS Solution.

    5.3            You must ensure that any information provided to us for any Account or login is accurate and complete, and you warrant that you are authorised to provide this information to us.

    5.4            You and your Authorised Users must keep your Account and login details secure and confidential. You agree to immediately notify us if you become aware of, or have reason to suspect, any suspicious or unauthorised access to your Account or use of any login details linked to your Account.

    5.5            We may suspend access to your Account where we reasonably believe there has been any unauthorised use of or access to the SaaS Solution. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the Parties will work together to resolve the matter.

    1. SaaS Licence – Additional Conditions of Use

    You must not (and you must ensure that each Authorised User does not):

    • access or use the SaaS Solution except as permitted by the SaaS Licence, or other than through the interface that is provided by us;
    • access or use the SaaS Solution in any way that is improper or breaches any Laws, infringes any person’s rights (including Intellectual Property Rights and privacy rights), or gives rise to any civil or criminal liability;
    • interfere with or interrupt the supply of the SaaS Solution or our System, or any other person’s access to or use of the SaaS Solution;
    • introduce any Harmful Code into the SaaS Solution or our System;
    • directly or indirectly use, copy, decompile or reverse engineer the SaaS Solution;
    • allow others to access or use your Account (or in the case of Authorised Users, their login details), including any password or authentication details;
    • use the SaaS Solution to carry out security breaches or disruptions of a network;
    • attempt to access any data or log into any server or account that you are not expressly authorised to access;
    • circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
    • access or use the SaaS Solution to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.
    1. Availability

    7.1            Once you have been provided access to the SaaS Solution, we will use our best endeavours to make the SaaS Solution available at all times during the Term.

    7.2            From time to time, we may perform such reasonable scheduled and emergency maintenance and updates in relation to the SaaS Solution in order to continue to supply the SaaS Solution to you and our other customers (Scheduled or Emergency Maintenance). You agree that access to, or the functionality of all or part of the SaaS Solution, may need to be suspended for a time in order for us to perform Scheduled or Emergency Maintenance, and to the maximum extent permitted by law, we will not be liable to you for any interruptions or downtime to the SaaS Solution as a result of any Scheduled or Emergency Maintenance.

    7.3            We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the SaaS Solution.

    8.               Third Party Inputs

    • You acknowledge and agree that the Services may interact with, or be reliant on, certain Third Party Inputs, including your EV Charging Stations and internet connection.
    • You acknowledge and agree that, unless we have expressly agreed to provide the services described in this clause 2 in the Schedule or in another agreement:

    (a)              you are responsible for obtaining and managing all licences for the relevant Third Party Inputs;(b               you are responsible for paying all fees related to the Third Party Inputs; and(c)              you agree to comply with terms and conditions applicable to the relevant Third Party Inputs at all times.

    • We do not make any warranty or representation in respect of any Third Party Inputs.
    • Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Inputs, subject to clause 5.
    • Should any unavailability, error or change to a Third Party Input have a substantial and adverse impact on your use and enjoyment of the Services:
    • you agree to notify us in writing within 10 days of the change coming into effect; and
    • following receipt of such notice by us, the Parties will use all reasonable endeavours to work together to resolve the matter.
      • This clause 8 will survive the termination or expiry of this Agreement.
    1. EV Charging Stations
      • You may connect any functional EV Charging Station with OCPP protocol capability and a stable internet connection to the SaaS Solution.
      • You may elect on the SaaS Solution whether you would like the EV Charging Station to be a Public EV Charging Station.
      • You acknowledge and agree that for all EV Charging Stations which you nominate as a Public EV Charging Station, you grant us the right to display the Public EV Charging Station on the Exploren Application, including the location and status of the Public EV Charging Station, as well as any Tariff for the use of the Public EV Charging Station.
      • You acknowledge and agree that Exploren Application users may locate and attend the Public EV Charging Station once you have marked it as ‘public.’
      • You warrant and agree that you have the right at all times during the Term to grant access to the property on which the Public EV Charging Station is located, to Exploren Application users.
    2. EV Charging Station User Experience
      • The EV Charging Station Users who are using your EV Charging Station will benefit from the use of our Exploren Application.
      • Any EV Charging Station Users who wish to use the Exploren Application will need to accept our Exploren Application terms and conditions.
      • EV Charging Station Users will be required to download the Exploren Application, and create an account to access and use the EV Charging Station.
      • You may use the SaaS Solution to make your EV Charging Station publicly available, meaning it will be available for users to search on our Exploren Application, and use the EV Charging Station.
      • If requested by you, we can also provide RFID Cards to you, for the Fees set out in the Schedule. The RFID Card provides an alternative mechanism for EV Charging Station Users to access and use the EV Charging Station, without requiring the Exploren Application. However, all RFID Card holders must register the RFID Card through the Exploren Application to register the RFID Card prior to its first use.
      • If agreed between the Parties, we may customise the Exploren Application so that your EV Charging Station Users who use the Exploren Application can view your branding, in conjunction with our branding.
    3. Setting Tariffs
      • In your discretion, you may use the SaaS Solution to set a Tariff for the use of the EV Charging Station by EV Charging Station Users.
      • Prior to setting any Tariff for use of the EV Charging Station through the SaaS Solution, you must provide us with bank account details, so that we may transfer the Net Tariff Revenue to you, in accordance with this clause.
      • You may set a Tariff for use of the EV Charging Station by time spent or energy used, and you may choose to charge a varied Tariff based on the time of the day, or day of the week.
      • If an EV Charging Station User uses the EV Charging Station where a Tariff has been applied by you, we will collect the Tariff on your behalf, as a collection agent.
      • At the end of each month during the Term, you will have access to a Tariff Report detailing the Tariffs earned by you and collected by us during this period, and setting out the deduction of payment processor fees payable by you (currently 2.5% of the Tariff revenue plus 30c per transaction) (Net Tariff Revenue).
      • We will notify you as soon as possible if our payment processor increases their payment processor fees. You agree that you are liable for, and we may deduct from the Tariff revenue, any fees imposed on us by our payment processor as a result of your use of this service.
      • You agree to provide us with an invoice for the Net Tariff Revenue promptly on receipt of the Tariff Report. Subject to clause 8, we agree to transfer the Net Tariff Revenue to you within 14 days of the invoice being received by us, to the bank account nominated by you.
      • We reserve the right to withhold payment of the Net Tariff Revenue until you have made full payment of any outstanding Fees owing. This does not affect our other rights or remedies under this Agreement or at law.
      • You acknowledge and agree that:
        • you have full control over the setting of the Tariff for your EV Charging Station;
        • we collect the Tariff from you as a collection agent only, and you are responsible for the provision of services to the EV Charging Station User for the use of the EV Charging Station; and
        • you are responsible for managing any disputes between you and the EV Charging Station User, and for the provision of any refunds related to the Tariff.
      • Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
        • you charging a Tariff; and
        • any complaints, refunds or fines as a result of your imposition of a Tariff.
    1. Implementation Services

    12.1         If applicable, in consideration of your payment of the Implementation Service Fee, we will supply you with the Implementation Services in accordance with the Schedule.

    12.2         Prior to us supplying the Implementation Services, you agree to:

    (a)             make a backup of any relevant data in your EV Charging Station which is to be the subject of, or to be used in the performance of, the Services;

    (b)            make a written note or make a backup of any configuration settings or information stored in your EV Charging Station;

    (c)             make a plan to restore your EV Charging Station in the event that they are corrupted or lost;

    (d)            notify any relevant parties of any planned outages or downtime necessary for the performance of the Implementation Services; and

    (e)             provide us with all information that is within your knowledge in relation to the System which would be reasonably necessary for us to know in order to perform the Implementation Services.

    12.3         You acknowledge and agree that not undertaking your obligations under clause 12.2 may impact on the results or the performance of the Services, and we will not be liable to you for any Liability to the extent caused or contributed to by your failure to comply with clause 12.2.

    1. Support Services

    13.1         We include basic support for the SaaS Solution in the SaaS Solution Fee, as set out in the Schedule.

    13.2         In order for you to receive the Support Services, you or your Authorised User must place a request over the phone at 1300 755 087, via email at help@exploren.com.au or through the SaaS Solution.

    13.3         We will use our best endeavours to make the Support Services available to you during the times as set out in the Schedule.

    13.4         Unless otherwise agreed, support under this Agreement is not to be used to support any other products or services and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

    13.5         If applicable, and in consideration of your payment of the Additional Support Services Fee, we will supply you with the Additional Support Services in accordance with the Schedule.

    13.6         You agree to the reasonable usage of the Support Services. Where we consider your usage of the Support Services to be unreasonable, or unreasonably above average based on the number of EV Charging Stations that you have connected to the SaaS Solution:

    (a)             we agree to notify you in writing of our concerns; and

    (b)            following your receipt of such notice, the Parties will use all reasonable endeavours to work together to resolve the matter.

    13.7         If:

    • we have provided you with the notice in accordance with clause 6(a); and
    • the Parties are unable to resolve the matter pursuant to clause 6(b),

    we may (at our discretion):

    • adjust our response time accordingly; and/or
    • vary the Fees to reflect your increased use of our limited resources, effective on and from us giving you written notice of the new Fees; or
    • terminate this Agreement by giving 30 days’ notice in writing to you, in which case clause 3 will apply.
    1. SIM Services
      • If applicable, in consideration of your payment of the SIM Services Fee, we will supply you with the SIM Services in accordance with the Schedule.
      • You acknowledge and agree that the SIM Services are reliant on the third-party network provider, currently Telstra.
      • We will not be liable to you for any interruptions or downtime to the availability of a connection from the EV Charging Station to the SaaS Solution as a result of any network failures.
      • We recommend that you connect a back-up method of internet connection to the EV Charging Station.
      • You warrant and agree that you will only use the data from the SIM Card to operate the EV Charging Station, including ensuring that the EV Charging Station is not used as a router.
      • You agree that we will charge you an additional SIM Services Fee if the number of SIM Cards requested by you increases.
    2. Additional Services

    15.1         You may request Additional Services, including support and assistance on a consultancy basis or bespoke customisation to the scope or functionality of the SaaS Solution, by providing written notice to us.

    15.2         We may, at our discretion, provide you with written notice in the form of a statement of work, setting out (among other things) the Additional Services requested and any further fee required for us to undertake the Additional Services (Statement of Work).

    15.3         If you agree to the Statement of Work for the Additional Services, we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.

    15.4         Each Statement of Work will be subject to, and will be governed by, this Agreement and any other conditions agreed to by the Parties in writing. To the extent of any ambiguity or discrepancy between a Statement of Work and this Agreement, the terms of this Agreement will prevail.

    1. Security Incidents

    16.1         If either Party becomes aware of or reasonably suspects that a security incident has occurred arising from our provision of the Services, such that Your Data has or may have been compromised (for example, unauthorised access) (each a Security Incident), that Party must promptly notify the other Party and we agree to, within a reasonable time:

    (a)             conduct an investigation to determine whether a Security Incident has occurred, and where one has, the cause and impact of it on Your Data; and

    (b)            where a Security Incident is deemed to have occurred, remediate the Security Incident to the extent that this is operationally, commercially and technically feasible.

    16.2         You agree that we may suspend the Services where a Security Incident has or may have occurred and this is considered necessary or prudent (as determined by us, at our reasonable discretion) to address or deal with the Security Incident.

    16.3         We will bear our costs in conducting any investigation or remediation required under this clause, unless the incident triggering the Security Incident was caused or contributed to by you (or any Authorised User), in which case, you will be liable for those costs reasonably and necessarily incurred by us arising from the Security Incident.

    17.            Notifiable Data Breaches

    17.1         This clause 17 will only apply to the extent the notifiable data breaches scheme under Part IIIC of the Privacy Act 1988 (Cth) (Notifiable Data Breaches Scheme) applies to us.

    17.2         If as a result of our investigations in accordance with clause 16.1 of this Agreement, we believe a Security Incident has occurred that we consider to be notifiable under the Notifiable Data Breaches Scheme, we will:

    (a)             promptly notify you of this by telephone or email;

    (b)            provide notice to the Office of the Australian Information Commissioner in accordance with the Notifiable Data Breaches Scheme; and

    (c)             be the sole Party to notify the individuals who are likely to be at risk of serious harm arising from the Security Incident.

    17.3         Where we do not have the contact details of affected individuals, we will provide you with a statement to provide to affected individuals.

    1. Your Obligations and Representations

    18.1         You agree:

    • to comply with this Agreement and all applicable Laws;
    • to provide all assistance, information, documentation, access, facilities and other things reasonably necessary to enable us to comply with our obligations under this Agreement or at Law;
    • to provide us and our Personnel with reasonable, convenient and safe access to your premises and Systems to the extent reasonably necessary in order for us to supply the Services, and at the times agreed between the Parties;
    • to ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked;
    • to make any changes to your Systems, such as System upgrades, that may be required to support the delivery and operation of any Services;
    • to ensure that any Systems used in connection with the Services have all necessary approvals and comply with all Laws;
    • that you have reviewed and understand the terms of this Agreement (including our Privacy Policy), and that you (and Authorised Users) will use the Services in accordance with them;
    • to notify us of any breach or suspected breach of this Agreement by you (or an Authorised User), within 48 hours of becoming aware of any such breach or suspected breach; and
    • that you are responsible for all Authorised Users and other users within your organisation or within your control using the Services, including your Personnel.

    18.2         You acknowledge and agree that:

    • the technical processing and transmission of the Services, including Your Data, may be transferred unencrypted and involves transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices;
    • you will not alter or modify the Services in any way that is not contemplated by the purposes of the Services.

    18.3         You agree that you are responsible for maintaining the availability, full OCPP functionality and online status of your EV Charging Station. Should your EV Charging Station stay offline for 30 consecutive days, this will constitute a material breach of this Agreement and we may terminate this Agreement in accordance with clause 29.2(a).

    1. Payment

    19.1         You agree to pay us the Fees, and any other amount payable to us under this Agreement, in accordance with the Payment Terms.

    19.2         If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):

    • in the case where we have not yet provided the Services, delay any Services until the Fees have been paid;
    • after a period of 5 Business Days, cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so, including legal fees and/or debt collector fees; and/or

    charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms.

    19.3         You will not be entitled to any part of the Services until the Saas Solution Fees have been paid in full.

    19.4         You agree that we may vary the Fees by providing written notice to you of such variation. Where we provide this notice, the new Fees will take effect on and from the end of the Initial Term or the then Renewal Period. If you do not agree to any Fee variation you may elect to terminate the Agreement prior to the end of the Initial Term or the then Renewal Period in accordance.

    19.5         To the maximum extent permitted by law, there will be no refunds or credits for any unused Services (or part thereof).

    19.6         You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us (whether under this Agreement or otherwise).

    1. Warranties

    20.1         We agree that we are properly constituted and have the right and authority to enter into this Agreement;

    (a)             that we will use reasonable efforts to ensure all of our obligations under this Agreement will be carried out by suitably competent and trained Personnel and in an efficient and professional manner;

    (b)            that we have legal authority to grant you the SaaS Licence;

    (c)             that all pre-existing Intellectual Property Rights in the Services (with the exception of the property rights in any Third-Party Inputs) will be owned, held or licensed by us;

    (d)            that the provision of the Services does not and will not infringe any other person’s Intellectual Property Rights; and

    (e)             that the Services will operate and be provided in accordance with this Agreement.

    20.2         You represent, warrant and agree that:

    • you will provide us with any information that we require in order to provide the Services to you (for example, information that we need to set up the Accounts;
    • there are no legal restrictions preventing you from entering into this Agreement;
    • all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;
    • you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
    • you are not and have not been the subject of an Insolvency Event;
    • if applicable, you hold a valid ABN which has been advised to us; and
    • if applicable, you are registered for GST purposes.
    1. Intellectual Property

    Our Intellectual Property Rights

    21.1         As between the Parties, you acknowledge and agree that we own all Intellectual Property Rights in:

    • Our Materials;
    • New Materials or Improvements; and
    • any Feedback,

    and as between the Parties, these Intellectual Property Rights will at all times vest, or remain vested, in us, and nothing in this Agreement constitutes an assignment or transfer of such Intellectual Property Rights. To the extent that ownership of these Intellectual Property Rights does not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.

    21.2         In the use of any Intellectual Property Rights in connection with this Agreement, you agree that you must not (and you must ensure that your Personnel and your Authorised Users do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.

    21.3         You also agree that:

    (a)             we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback;

    (b)            you must not whether directly or indirectly, without our prior written consent:

    • copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Services or otherwise attempt to discover any part of the source code of the SaaS Solution;
    • use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the SaaS Solution;
    • unless authorised under this Agreement, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method;
    • rent or sublicence the use of the Services to any third parties, without our prior written consent or as otherwise permitted under this Agreement;
    • take any action that may compromise or jeopardise our Intellectual Property Rights in the Services or otherwise;
    • remove or deface any confidentiality, copyright or other proprietary notice placed on the Services; or
    • use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing.

    Your Intellectual Property Rights

    21.4         As between the Parties, you will continue to own all Intellectual Property Rights in Your Materials.

    21.5         You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials, solely for the purposes for which they were developed and for the performance of our obligations under this Agreement, and as otherwise contemplated by this Agreement.

    21.6         If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.

    Your Data

    21.7         As between the Parties:

    (a)             Your Data is and will remain your property; and

    (b)            you retain any and all rights, title and interest in and to Your Data, including all copies, modifications, extensions and derivative works.

    21.8         You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data during the Term (and for a reasonable period after the Term), to:

    (a)             supply the Services to you and your Authorised Users (including to enable you and your Personnel to access and use the Services), and otherwise perform our obligations under this Agreement;

    (b)            diagnose problems with the Services;

    (c)             enhance and otherwise modify the Services;

    (d)            perform Analytics;

    (e)             develop other services, provided we de-identify Your Data; and

    (f)              as reasonably required to perform our obligations under this Agreement.

    21.9         You grant us a non-exclusive, sub-licensable, irrevocable, worldwide right and licence to copy, transmit, store, and share the location, Tariffs, and live status (i.e. if the EV Charging Station is in use) of a Public EV Charging Station with any third party.

    21.10      You acknowledge and agree that:

    (a)             unless otherwise agreed between the Parties, we are not responsible for the integrity or existence of any data on the EV Charging Station, network or any device controlled by you, your Authorised Users or your Personnel; and

    (b)            we assume no responsibility or Liability for Your Data. You are solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to backup Your Data.

    21.11      You represent, warrant, acknowledge and agree that:

    (a)             you have obtained all necessary rights, releases and permissions to provide or have Your Data provided to us and to grant the rights granted to us in this Agreement;

    (b)            Your Data (and its transfer to and/or use, collection, storage or disclosure by us as contemplated by this Agreement) does not and will not violate any Laws (including those relating to export control and electronic communications) or the rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and

    (c)             the operation of the Services is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Services.

    21.12      This clause 21 will survive termination or expiry of this Agreement.

    1. Analytics

    22.1         You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:

    (a)             does not contain any identifying information; and

    (b)            is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

    22.2         We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.

    22.3         We may use and disclose to our service providers anonymous data about your access and use of the SaaS Solution for the purpose of helping us improve the SaaS Solution. Any such disclosure will not include details of your, or any Authorised User’s, identity or personal information.

    1. Confidential Information

    23.1         Each Receiving Party agrees:

    • not to disclose the Confidential Information of the Disclosing Party to any third party;
    • to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
    • to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

    23.2         The obligations in clause 23.1 do not apply to Confidential Information that:

    • is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;
    • is authorised to be disclosed by the Disclosing Party;
    • is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or
    • must be disclosed by Law or by a regulatory authority, including under subpoena.

    23.3         Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 23.  A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 23.

    23.4         This clause 23 will survive the termination of this Agreement.

    1. Privacy

    24.1         For the purposes of this clause, Personal Information and Sensitive Information have the meanings given in the Privacy Act 1988 (Cth), and also include any similar terms as defined in any other privacy law applicable to you.

    24.2         You must, and must ensure that your Personnel and your Authorised Users, at all times comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement (Privacy Laws).

    24.3         Without limiting this clause 24, you must ensure that:

    (a)             you have collected, used, stored and otherwise dealt with Your Data in accordance with all Privacy Laws;

    (b)            where you have connected the SaaS Solution to an EV Charging Station (including in your Personnel’s home or other residence), which will collect an individual’s Personal Information, that you have permission to collect, store, and share this Personal Information; and

    (c)             we are capable of collecting, using, storing and otherwise dealing with Your Data, in the manner contemplated by this Agreement, without infringing any third party rights or violating any Privacy Laws.

    24.4         Without limiting this clause 24, you agree to only disclose Your Data, to the extent it contains Personal Information if:

    (a)             you are authorised by Privacy Laws to collect the Personal Information and to use or disclose it in the manner required by this Agreement;

    (b)            you have informed the individual to whom the Personal Information relates, that it might be necessary to disclose the Personal Information to third parties; and

    (c)             where any Personal Information is Sensitive Information, you have obtained the specific consent to that disclosure from the individual to whom the Sensitive Information relates.

    24.5         We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under this Agreement, and in accordance with any applicable Laws and our Privacy Policy.

    1. Australian Consumer Law

    25.1         Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).

    25.2         If the ACL applies to you as a consumer, nothing in this Agreement excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and this Agreement.

    25.3         Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis.

    25.4         This clause 25 will survive the termination or expiry of this Agreement.

    1. Carbon Abatement
      • If you have ‘opted-in’ to our Carbon Abatement Program, this clause 26 will apply to you.
      • Any emissions reductions, Carbon Credits and other carbon abatement rights or activities whatsoever which are generated by the use of our Services and your EV Charging Station, are hereby assigned to and vested in us (or persons nominated by us).
      • You agree that we (or persons nominated by us) will be the sole owner of such emissions reductions, Carbon Credits and related rights and the project proponent under any relevant Carbon Credit Scheme, and that we may utilise them as we see fit, including in connection with any Carbon Credit Scheme or by assignment or sale to any third party. You agree to take any action reasonably necessary to effect the assignment or to provide for the creation and vesting of Carbon Credits, emission reductions or related rights to us (or persons nominated by us), including providing reasonable access to the Products where necessary in connection with any Carbon Credit Scheme, and not to take any action that would create a third party interest, ownership, encumbrance or other restriction in respect of such Carbon Credits, emission reductions or related rights.
      • For the purposes of this clause 26:
    • “Carbon Credit” means any right, interest, unit, credit entitlement, benefit or allowance to emit (at present or in the future) greenhouse gas (GHG) or carbon emissions under any Carbon Credit Scheme; and
    • “Carbon Credit Scheme” means any voluntary, regulatory or legal regime, scheme or arrangement arising from or in connection with any removal, limitation, reduction, avoidance, abatement, offset, sequestration or mitigation or conservation of carbon dioxide or GHG emissions or equivalence from the atmosphere, including the creation, transfer, renewal, replacement or variation of any associated Carbon Credits.
    1. Exclusions to liability

    27.1         To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

    • any interruptions or downtime to the SaaS Solution as a result of any Scheduled or Emergency Maintenance;
    • your Computing Environment and the EV Charging Stations;
    • your, your Authorised Users, or your Personnel’s acts or omissions;
    • an EV Charging Station User’s acts or omissions,
    • any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by this Agreement;
    • any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us;
    • any Third Party Inputs; and/or
    • any event outside of our reasonable control (including a Force Majeure Event, and a fault, defect, error or omission in the Computing Environment or Your Data).

    27.2         This clause 26 will survive the termination or expiry of this Agreement.

    1. Limitations on liability

    28.1         Despite anything to the contrary, to the maximum extent permitted by law:

    • neither Party will be liable for Consequential Loss;
    • a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by the other Party to mitigate its loss; and
    • our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us repaying you the amount of the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

    28.2         This clause 28 will survive the termination or expiry of this Agreement.

    1. Termination

    29.1         Either Party may terminate this Agreement at the end of the Initial Term (or Renewal Term, as the case may be), by providing written notice to the other Party.

    29.2         This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

    • the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
    • the Defaulting Party is unable to pay its debts as they fall due.

    29.3         Upon expiry or termination of this Agreement:

    • we will immediately cease providing the Services;
    • we will be entitled to anonymise or permanently delete all Your Data within 1 month from expiry or termination of this Agreement;
    • without limiting your Consumer Law Rights, you agree that any payments made by you to us are not refundable to you;
    • you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement; and
    • upon request by us, you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or Intellectual Property owned by us that is in your possession or control, subject to clause 21.

    29.4         We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.

    29.5         Where this Agreement is terminated by us pursuant to clause 29.2 you agree to pay us:

    • the Fees for the remainder of the Term; and
    • our additional costs, reasonably incurred, and which arise directly from such termination.

    29.6         Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

    29.7         This clause 29 will survive the termination or expiry of this Agreement.

    1. GST

    30.1         If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply.  That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.

    30.2         If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.

    30.3         If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

    30.4         The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

    30.5         Where a value-added tax in your own country is applicable, the Fees will be exclusive of such value-added tax. You are responsible for all other taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for the payment of them. We have no responsibility to them on your behalf.

    1. General

    31.1         Amendment: This Agreement may only be amended by written instrument executed by the Parties.

    31.2         Assignment: Subject to clause 31.3, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

    31.3         Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

    31.4         Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

    31.5         Disputes: You agree to notify us should you have concerns relating to our performance of the Services. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

    31.6         Entire agreement: Subject to your Consumer Law Rights, this Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

    31.7         Force Majeure: A Party will not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

    31.8         Further assurance: Each Party must  promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.

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

    31.10      Illegal Requests: We reserve the right to refuse any request for or in relation to any Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement.

    31.11      Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

    31.12      Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

    31.13      Publicity: You agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material.

    31.14      Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

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

    1. Definitions

    In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:Account means an account accessible to you and/or your Authorised Users to use the Services, including, the SaaS Solution.ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.Additional Services means any Services not set out in the Services description in the Schedule which we agree to provide to you.Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.Authorised User, if applicable, means a user permitted to access and use the Services under your Account, as further particularised in the Schedule.Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.Confidential Information includes information which:

    • is disclosed to the Receiving Party in connection with this Agreement at any time;
    • is prepared or produced under or in connection with this Agreement at any time;
    • relates to the Disclosing Party’s business, assets or affairs; or
    • relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

    whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us the Fees under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.Consumer Law Rights has the meaning given in clause 25.1.Disclosing Party means the party disclosing Confidential Information to the Receiving Party.EV Charging Station means the electric vehicle charging station that is owned and/or operated by you or your Personnel, and which is connected to the SaaS Solution, including the home electric vehicle charging station of your Personnel.EV Charging Station User means an individual who uses the EV Charging Station to charge their electric vehicle.Exploren Application means our application which can be used by EV Charging Station Users to give access to the EV Charging Station.Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel and your Authorised Users, your customers, whether made verbally, in writing, directly or indirectly, in connection with the Services.Fees means the price set out in the Schedule, as adjusted in accordance with this Agreement.Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.Harmful Code means any computer program or virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alternation, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data.Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.Insolvency Event means any of the following events or any analogous event:

    • a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
    • a Party ceases, or threatens to cease, carrying on business;
    • a Party is unable to pay the Party’s debts as the debts fall due;
    • any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
    • any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
    • any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business.

    Intellectual Property means any copyright, registered or unregistered designs, patents or trade mark rights, domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights (or any breaches of third-party rights, including any Intellectual Property Rights of third parties), including using or exploiting our Intellectual Property for purposes other than as expressly stated in this Agreement (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the provision of the Services.Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.Moral Rights has the meaning given in the Copyright Act 1968 (Cth).New Materials means all Intellectual Property developed, adapted, modified or created by either Party or their respective Personnel in the provision of the Services, but excludes Our Materials and Your Materials.Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws, including the SaaS Solution.Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.Premises means any premises the subject of the Services.Privacy Laws has the meaning given in clause 24.2Privacy Policy means any privacy policy set out at https://exploren.com.au/Public EV Charging Station means the electric vehicle charging station that is owned and/or operated by you or your Personnel, and which:

    • is connected to the SaaS Solution; and
    • you have nominated as ‘public’ on the SaaS Solution.

    Receiving Party means the party receiving Confidential Information from the Disclosing Party.RFID Card means a card that you purchase from us, which is configured to give a EV Charging Station User access to an EV Charging Station.Schedule means the schedule to this Agreement. Services means the services that we agree to perform under this Agreement, as further particularised in the Schedule.SIM Card means the smart card we provide to you which connects your EV Charging Station to the SIM Services.System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including a network, including in the case of you, your EV Charging Stations.Tariff means any fee that you charge an EV Charging Station User for use of the EV Charging Station.Tariff Report means a report available to you on the SaaS Solution setting out the Tariffs earned by you and collected by us during the reporting period.Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.Your Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel and your Authorised Users into the SaaS Solution or stored by or generated by your use of the SaaS Solution, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with this Agreement. Your Data does not include the Analytics, or any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.    Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned or licensed by you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of this Agreement.

    33.            Interpretation

    In this Agreement, unless the context otherwise requires:

    (a)             a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

    (b)            a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

    (c)             a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;

    (d)            no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;

    (e)             a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;

    (f)              a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

    (g)             words like including and for example are not words of limitation;

    (h)            a reference to time is to local time in New South Wales; and

    (i)              a reference to $ or dollars refers to the currency of Australia from time to time.

     

     

     

  • OUR DISCLOSURES Please read these terms and conditions carefully. We draw your attention to: 
    • clause 4 which covers the expiration of Driver Vouchers;  
    • clause 17 which sets out warranty exclusions, subject to your Consumer Law Rights; and 
    • clause 18 which sets out our liability under these Terms; 

     

    TERMS AND CONDITIONS 

    • By purchasing or redeeming a Driver Voucher issued by EVE Australia Pty Ltd t/as Exploren ACN 614 095 644 (we, us or our)you agree to be bound and to comply with these terms and conditions (Terms). 

     

    RECEIVING A DRIVER VOUCHER  

    • We offer vouchers that may be redeemed for EV charging services through our network via the Exploren App (Driver Voucher). 
    • You have received this Driver Voucher from a third party supplier or business. When you receive a Driver Voucher, details of the voucher including a unique code will be provided to you. The unique code on a Driver Voucher should be treated as cash and cannot be replaced if lost or stolen. We are not responsible if a third party uses your Driver Voucher unique code. 
    • Our Driver Vouchers expire 1 year from the date of issue. It is your responsibility to keep track of the expiration date. We will not send you any reminders of when your Driver Voucher will expire. Any unused credit will expire on the expiration date, and cannot be redeemed after this date. 

     

    REDEEMING YOUR DRIVER VOUCHER 

    • To redeem your Driver Voucher, you must: 
    • download and create an account on the Exploren App (App) (available for download on Apple Store and Google Play); 
    • add a valid credit/debit card to your account; and  
    • enter the unique Driver Voucher code to apply the credit balance. 
    • If the amount of your Driver Voucher does not cover the total cost of your EV charging session, you will need to pay the remainder of the purchase with your registered credit/debit card or another payment method.  
    • Your Driver Voucher can be used in conjunction with other promotional offers, subject to the terms of those offers as set out separately in the App.  
    • Driver Vouchers cannot be used to pay idle fees or any other penalty charges that you may incur while using our EV charging services 
    • Driver Vouchers are not redeemable for cash and cannot be returned for a cash refund or exchanged. This clause does not seek to limit your Consumer Law Rights. Driver Vouchers cannot be used to purchase additional Driver Vouchers. 
    • Any unused balance will remain as credit on the Driver Voucher and is not transferable for a cash payment. Additional values cannot be added to existing Driver Vouchers.  
    • Driver Vouchers can only be redeemed at participating sites within our EV charging network, as determined at our discretion. Participating sites will be clearly identified in the App.  
    • If a charging session paid for using a Driver Voucher is cancelled or returned, the portion of the payment attributable to the Driver Voucher will be refunded as credit to use on our App only. 
    • Driver Vouchers are for personal use only and must not be resold, transferred to third parties for commercial purposes, or used for any commercial resale activities. Any attempt to resell Driver Vouchers may result in the voucher being cancelled without refund. 

     

    LIABILITY  

    • You are responsible for use and safety of your Driver Voucher and are liable for all transactions made using your Driver Voucher. 
    • You must not use a Driver Voucher in any manner that states or implies that any person, website, business or product or service is endorsed or sponsored by or otherwise affiliated with us or any of our subsidiaries or affiliates. 
    • Your use of the Driver Voucher may be declined where there is fraud, deception or reasonable suspicion of illegal activities in connection with your use. 
    • Nothing in these Terms excludes, restricts or modifies any rights you may have under the Australian Consumer Law or other applicable consumer protection legislation (Consumer Law Rights). Subject to your Consumer Law Rights, we exclude all express and implied warranties and provide all services (including Driver Vouchers and EV charging services) without warranties of any kind. 
    • Despite anything to the contrary, to the maximum extent permitted by law: 
    • neither party will be liable for Consequential Loss; 
    • each party’s liability for any liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party or any of that party’s personnel, including any failure by that party to mitigate its losses; and 
    • our aggregate liability for any liability arising from or in connection with these Terms will be limited to $50.  
    • For the purposes of these Terms, Consequential Loss means any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, and includes any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. 
    • We will provide all customer support for issues relating to your Driver Voucher. For support requests relating to your Driver Voucher, contact us directly through the App, by phone on 1300 755 087 or via email at help@exploren.com.au. Our support services for Driver Vouchers will be available between 9:00am – 5:30pm AEST Monday – Friday. We will endeavour to respond to any support requests in a reasonable period.