Vital Spirii Terms and Conditions

Electric Vehicle Charging with Vital

Vital Tenant EV Charging Terms

By signing up to the Vital Occulus Platform by Spirii, and using the Services, the Tenant agrees with Spirii ApS (Danish Business Reg. No. DK-40657339, "Service Provider") the following terms of use of the Services.

Service Description

If Vital and Tenant have agreed that Tenant configurates the price, then the Tenant may not set a price below 0,05 EUR/kWh.

Vital shall make available to the Tenants information about the price per kWh.

Users shall pay the price to Spirii.

Roaming

Subject to the agreement terms agreed between Vital and Tenant, Vital may offer roaming from the Charge Box via Spirii's e-roaming network.

Fees

For charging sessions that Users pay for (ie. lead to a financial transaction), Spirii shall pay to the Tenant the price set by the Tenant minus 0,05 EUR/kWh (or if nothing was set, then 0,40 EUR/kWh) ("the Tenant Electricity Consumption Share")paid by Spirii through self-billed monthly invoices.

The Parties agree that this fee is reasonable and necessary for the proper administration and technical operation of the charging service.

If the Tenant chooses to operate the Charging Stations with a price set to 0 EUR/kWh it's required to apply a fleet voucher.

Invoicing

Each month Tenant invoices Spirii (by way of Spirii self-billing in the name of the Tenant) for the Tenant Electricity Consumption Share, and Vital invoices Spirii (by way of Spirii self-billing in the name of the Vital) for the revenue share agreed between Vital and Spirii.

Spirii agrees to issue, in the name of the Tenant, to Spirii self-billed invoices for the Tenant Consumption Share until the termination of these terms. Spirii warrants the compliance of the invoice with applicable regulations relating to invoicing, including requirements relating to name, address and VAT registration number and other details which constitute a full VAT invoice. Should Spirii outsource the issue of self-billed invoices to a third party, Spirii will inform as soon as practically possible.

Tenant agrees to accept invoices raised by the self-biller on their behalf until the termination of these terms. Tenant also agrees not to invoice Spirii for transactions covered by these terms. Tenant agrees to notify Spirii immediately if Tenant's VAT registration number changes or ceases to be VAT registered.

Payment

Spirii will pay the amount indicated on self-invoice to the Tenant in accordance with agreed payment instructions and payment due date.

Additional Terms

In this Agreement, Vital shall mean the Vital legal entity accountable on the land lease agreement with the Tenant.  Spirii shall mean Spirii ApS, Danish Business No. 40657339.

Vital and Spirii each process company name, billing address, zip code, city, country, VAT number, email, phone, IBAN, SWIFT, billing contact name and billing contact email relating to End-Users affiliated with Tenant.

The Tenant agrees that Vital accesses analytics (including real-time monitoring), usage statistics, energy consumption, and operational metrics relating to the Tenant. The Tenant also agrees that Spirii may transfer such data to Vital.

While Vital and Spirii strive to always make the charging services available, neither Vital nor Spirii are liable for damages in any respect more than charging session costs.

Each of Vital and Spirii may terminate the services with a reasonable notice. Vital and Spirii may also at their discretion change, develop or amend Spirii Connect andservices offered by Spirii Connect from time to time. Vital and Spirii agreesto provide a reasonable notice where applicable.

Nothing in this Agreement serves to restrict any rights of the Tenant under applicable law.

This Agreement and all conflicts arising out of the Agreement and/or otherwise between the Parties shall in all respects be governed by, and construed and interpreted, in accordance with the laws of the Kingdom of Denmark, and jurisdiction shall be with the courts of Copenhagen, Denmark.