Bonnet Dashboard Terms and Conditions (B2B) (the Agreement)
1. Preamble
The Dashboard is a business-to-business (B2B) web-based application designed to facilitate electric vehicle (EV) fleet management for Bonnet’s Customers. The primary goal of the Dashboard is to enable a Fleet Manager to efficiently manage their EV fleet, including user management and invoicing. The Dashboard offers a self-serve signup process, allowing a Fleet Manager to register the Customer, add and manage Customer Drivers, and access real-time data on charging sessions, costs, and usage patterns.
This Agreement sets out the terms and conditions by which Bonnet shall provide the Services (incorporating access to the Dashboard) to the Customer.
2. Definitions
2.1
Bonnet means Bonnet Limited, (company number 12281063) with its registered address at The Cursitor, 38 Chancery Lane, London, England, WC2A 1EN.
2.2
Bonnet App means Bonnet’s application which provides users with access to public vehicle charging points.
2.3
Customer means a business customer of Bonnet who wishes to use the Services on the terms of this Agreement.
2.4
Customer Drivers means the Customer’s personnel, who have been added to the Dashboard by the Customer from time to time and who each have an Eligible Account (and Customer Driver shall be construed accordingly).
2.5
Dashboard means Bonnet’s self-service dashboard, as more particularly described in the Schedule.
2.6
Effective Date means the date on which the Customer is notified that its verification request has been accepted.
2.7
Eligible Account means a registered, active user account with Bonnet, which has been activated using a Customer-specific link, subject to Bonnet’s customer terms and conditions in place from time to time.
2.8
Fees means the fees payable by the Customer for the Services pursuant to clause 6 (Fees).
2.9
Fleet Manager means an employee of the Customer who is nominated by the Customer to manage its EV fleet through the Dashboard.
2.10
Services means the services to be provided by Bonnet under this Agreement, as described in the Schedule.
2.11
Subscription Fee means the fees payable by the Customer per Customer Driver per month which will be displayed in Bonnet Dashboard (and Subscription Fees shall be construed accordingly).
2.12
Territory means the UK, Germany, Netherlands, Belgium, Sweden and Italy.
3. Verification
3.1
The Fleet Manager shall request the Services by completing Bonnet’s verification process as instructed by Bonnet in due course.
3.2
By completing Bonnet’s verification process and using the Services, the Customer agrees to be bound by the terms of this Agreement, and accepts the Agreement.
3.3
The Customer warrants that:
a. the Fleet Manager is duly authorised to enter into this Agreement on behalf of the Company; and
b. the information provided during the verification process is accurate and complete, and it will inform Bonnet immediately of any changes to such information.
3.4
No agreement relating to the Services shall exist between the parties prior to the Effective Date.
3.5
Bonnet reserves the right in its absolute discretion to decline a request for verification for any reason.
4. Commencement and term
4.1
The Agreement shall automatically commence on the Effective Date and shall continue unless it is terminated by either party giving to the other at least one (1) month’s prior written notice, or otherwise under the remaining terms of this Agreement.
5. Services
5.1
During the term of this Agreement, Bonnet shall supply the Services to the Customer in the Territory, and the Customer shall pay the Fees to Bonnet in accordance with clauses 6 (Fees) and 7 (Invoicing).
5.2
The Customer agrees to cooperate with Bonnet in all matters relating to the Services, and shall provide promptly any information that Bonnet reasonably requires to carry out the Services, and shall ensure that any such information is materially accurate and complete.
5.3
The Customer acknowledges that Customer’s Drivers are considered “Businesses Customers” for the purposes of Bonnet’s T&Cs (B2C) available at Bonnet’s website and will therefore be bound by and subject to these terms where applicable.
6. Fees
6.1
In consideration for the provision of the Services, the Customer shall pay Bonnet the Fees in accordance with this clause 6.
6.2
Bonnet shall charge the Customer for:
a. the Subscription Fees; and
b. each unit of electricity (kWh) consumed through the Bonnet App by the Customer Drivers, at the rate displayed on the Dashboard (the Rates) from time to time. Rates are liable to change regularly at Bonnet’s discretion and without prior notice.
6.3
Bonnet endeavors to ensure that Rates displayed on the Dashboard reflect the most up to date price shown at the public vehicle charging points, however, occasionally changes and errors occur, and we do not accept any responsibility if the Rates displayed on the Dashboard are inaccurate or do not reflect most up to date price at public vehicle charging points. The Customer shall be bound by whatever actual Rate is displayed on the Dashboard at the time the electricity is consumed through the Bonnet App by the Customer Drivers and Customer will not be entitled to claim back from Bonnet any monies paid due to any variation or inaccuracy on Rates contained within the Dashboard relative to the public vehicle charging points’ pricing or otherwise.
6.4
Fees are chargeable in Customer’s local currency and are priced individually for each Territory.
6.5
All amounts payable by the Customer includes amounts in respect of value added tax (VAT). To the extent any personal or other taxes are payable by the Customer in respect of this Agreement in the jurisdiction where the Customer resides or otherwise, they shall be entirely at Customer’s responsibility.
6.6
As soon as reasonably practicable following the removal of a Customer Driver from the Dashboard by the Fleet Manager, Bonnet shall remove the Customer Driver’s ability to charge their vehicle at the expense of the Customer, and the Customer Driver’s account shall revert to a personal account. The Customer shall be liable for the full Subscription Fee for the month in which the Customer Driver is removed.
7. Invoicing
7.1
Bonnet shall invoice the Customer at the end of the calendar month, setting out:
a. the total Subscription Fees for the preceding month; and
b. the kWh consumed by the Customer Drivers in the preceding month and the associated Fees.
7.2
Invoices must be paid by the Customer in full within at least 7 days of the invoice date.
7.3
All amounts due under this Agreement from the Customer to Bonnet shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7.4
If the Customer fails to make any payment due to Bonnet under this Agreement by the due date for payment, then, without limiting Bonnet's remedies under clause 11 (Termination):
a. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause shall accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
b. Bonnet may suspend all Services until payment has been made in full; and
c. Bonnet may, if any payments remain unpaid after three (3) months of the due date for payment, instruct third-party debt collectors to seek repayment of the outstanding payments, and the Customer shall be liable for the associated fees and costs of such debt collection.
8. Licencing
8.1
Bonnet hereby grants to the Customer a non-exclusive, non-transferable, revocable, royalty free licence for the duration of this Agreement in the Territory to use Bonnet’s intellectually property solely for purpose of benefitting from the Services, subject to Bonnet’s terms and conditions of use.
8.2
Both parties may advertise the relationship between Bonnet and the Customer for the purposes of attracting new business, and accordingly:
a. the Customer grants an irrevocable, non-exclusive, non-transferrable licence for Bonnet to use its trademarks, service marks, trade names and logos to advertise the relationship between Bonnet and the Customer; and
b. Bonnet grants a revocable, non-exclusive, non-transferable licence for the Customer to use its trademarks, service marks, trade names and logo to advertise the relationship between Bonnet and the Customer.
8.3
Otherwise as set out in this clause 8, none of Bonnet’s intellectual property is licenced under this Agreement and no such intellectual property should be used without the prior consent of Bonnet.
8.4
Each party acknowledges that it may not make use of the intellectual property of the other party, other than for the uses set out in this clause, without the prior written consent of the other party.
9. Data protection
9.1
The parties agree that they shall comply with the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and the Electronic Communications Regulations 2003 (SI 2003/2426) as amended (the Data Protection Legislation).
9.2
In respect of the Customer Drivers, Bonnet shall handle personal data in line with its Privacy Policy.
10. Confidentiality
10.1
The parties agree, during the term of this Agreement and for two years after its the termination or expiry, to not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted than to their professional advisors or as otherwise required by law.
11. Termination
11.1
Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
a. the other party commits a material breach of its obligations under the Agreement and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
b. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
c. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
11.2
On termination of this Agreement, the Customer shall pay to Bonnet all of Bonnet’s outstanding unpaid invoices and interest, and, in respect of Services supplied but for which no invoice has been submitted, Bonnet may submit an invoice which shall be payable immediately on receipt. The Customer shall be liable for the full Subscription Fees for the month in which termination occurs.
12. Limitation of liability
12.1
By entering into this Agreement, the parties agree that (subject to clause 12.5), Bonnet shall have no liability to the Customer for any loss or damage arising under or in connection with this Agreement beyond the amount of Fees paid by the Customer over the previous 12 months. References to liability in this clause 12 includes every kind of liability arising under or in connection with this Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2
By entering into this Agreement, the parties agree that Bonnet (subject to clause 12.5) has no liability to the Customer Drivers under this Agreement whatsoever.
12.3
The parties further agree that Bonnet:
a. has no contractual relationship with, or any obligations to, the Customer Drivers under this Agreement;
b. makes no warranty to the Customer Drivers as to their entitlement to create, hold, or continue to hold an Eligible Account with Bonnet; and
c. makes no warranty to the Customer Drivers relating to the Services provided under this Agreement or otherwise.
12.4
To the extent Bonnet has any liability to a Customer Driver, such liability shall arise under and be governed by the terms and conditions applicable to the Customer Driver’s Eligible Account from time to time.
12.5
Nothing in this Agreement limits any liability which cannot legally be limited, including liability for:
a. death or personal injury caused by negligence;
b. fraud or fraudulent misrepresentation; and
c. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.6
Nothing in this Agreement limits Bonnet’s right to recover any unpaid Fees and/or interest.
13. Variation
13.1
Bonnet may vary or remove any of the terms of this Agreement, including the Subscription Fee and/or the Rates, at any time.
13.2
Bonnet shall give one month’s notice to the Customer of variations to this Agreement that in its reasonable opinion are likely to be materially detrimental to the Customer. If such variations are unacceptable to the Customer, the Customer must immediately cease using the Services, and may give one month’s written notice to Bonnet to terminate this Agreement, during which time the Agreement shall remain unvaried. For the avoidance of doubt, this includes variations in respect of the Subscription Fees, but excludes changes relating to the Rates (the latter may vary from time to time without notice as per clause 6.2(b) of this agreement).
13.3
Notwithstanding the above, Bonnet reserves the right to vary or remove any part of this Agreement and the Services without notice or liability arising from such action if (in Bonnet’s reasonable opinion) any such variation is not likely to be of material detriment to the Customer. It is the Customer’s responsibility to periodically review this Agreement for any changes. Continued access to, or use of the Services shall constitute acceptance of any revisions to this Agreement. The most current version of this Agreement can be reviewed by clicking on the “Terms and Conditions” link on the Dashboard’s website.
14. General terms
14.1
Notices. Notices served under this agreement shall be sent by email to the email address the parties have provided to each other (Bonnet’s email address being
contact@joinbonnet.com), and such notice shall be deemed served as soon as such email arrives.
14.2
Assignment. Neither party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under this agreement without prior written approval of the other.
14.3
Third party rights. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
14.4
Force Majeure. Neither Party shall be in breach of this Agreement nor liable for damages (including consequential loss) in respect of delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure results from a cause of event out of its reasonable control.
14.5
No partnership or agency. Nothing in this agreement sets up a partnership or joint venture between the parties.
14.6
Entire Agreement. The parties agree that there is no other agreement in place between them in respect of the Services, and any conversations the parties may previously have had in relation to the same subject no longer apply.
14.7
Governing law and jurisdiction. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.
SCHEDULE
The Services
1
Bonnet shall grant the Fleet Manager access to the self-service Dashboard, which allows the Fleet Manager to:
1.1
authorise other Customer personnel to access and view the Dashboard;
1.2
add new users. Once a user is added to the Dashboard by the Customer, the user shall receive a link to log into the Bonnet App, which once activated, shall allow the user to become a Customer Driver;
1.3
view and remove Customer Drivers;
1.4
Review details of the Customer Drivers’ use of public vehicle charging points;
1.5
monitor the charges at the public vehicle charging points used by the Customer Drivers; and
1.6
pay the Fees.
2
The Fleet Manager is the only person authorised by this Agreement to add or remove Customer Drivers. If the Fleet Manager changes, the Customer must inform Bonnet immediately at contact@joinbonnet.com.
3
Bonnet shall provide technical support to the Customer in relation to the Dashboard between Monday And Friday 9 am-7 pm. Bonnet makes no warranty to the accuracy or availability of the Dashboard or the information contained therein.
4
Bonnet shall provide the Customer Drivers with customer support through Bonnet’s usual customer support channels.