General Terms and Conditions of the Charly® Ecosystem of KWMS GmbH

1.
Scope & Contracting Parties
1.1
These General Terms and Conditions ("GTC") apply to all contracts between
  1.  
    KWMS GmbH
  2.  
    FN 563043f
  3.  
    Stolberggasse 26/1.05
  4.  
    1050 Vienna
  5.  
    (hereinafter "KWMS")
  6.  
    and its customers (hereinafter "Customer").
1.2
These General Terms and Conditions apply in particular to the use of the digital platforms, applications and services of the Charly® ecosystem, including in particular:
  1. •
    Charly.live
  2. •
    Charlytransportation.live
  3. •
    Charly® App
  4. •
    Charge with Friends
  5. •
    future digital platforms, modules and extensions of the Charly® product family
1.3
The Terms and Conditions apply regardless of whether use takes place within the framework of a contractual relationship involving payment or within the framework of a simple user registration.
1.4
Where individual services within the Charly® ecosystem involve the use of physical charging infrastructure, these Terms and Conditions shall also apply to the use of such charging infrastructure.
1.5
The contract is concluded upon acceptance of these Terms and Conditions and the successful completion of the registration or ordering process, or by entering into a separate contract.
1.6
Any deviating terms and conditions of business or purchase on the part of the customer shall only apply if their validity has been expressly confirmed in writing by KWMS.
2.
Scope of Services
2.1
The Charly® ecosystem is a digital platform for charging infrastructure, energy and mobility management. KWMS provides its customers with digital platform services and associated services.
2.2
The scope of services covers the following areas in particular:
2.2.1
Platform and software services
  1. •
    Use of Charly.live
  2. •
    Use of Charlytransportation.live
  3. •
    Use of the Charly® app
  4. •
    User management
  5. •
    Role and permissions management
  6. •
    Reporting and monitoring functions
  7. •
    Management of RFID media
  8. •
    Management of users and locations
  9. •
    Billing functions
  10. •
    Interfaces and integrations with third-party systems
  11. •
    Provision of software updates and further developments
2.2.2
Charging Infrastructure Management
  1. •
    Management of charging points
  2. •
    Monitoring of charging infrastructure
  3. •
    Operational management
  4. •
    Status monitoring
  5. •
    Fault and malfunction management
2.2.3
Energy management
  1. •
    Load management
  2. •
    Load optimisation
  3. •
    Energy control
  4. •
    Electricity price optimisation
  5. •
    Integration of dynamic energy tariffs
  6. •
    Grid-supporting control functions
2.2.4
Mobility and fleet management
  1. •
    Management of charging processes
  2. •
    Depot management
  3. •
    Fleet management
  4. •
    Transport management
  5. •
    Cross-site analyses
2.2.5
Charge with Friends
 
As part of Charge with Friends, KWMS enables the digital networking of charging infrastructure sites and the execution of cross-site transaction and billing processes.
2.3
The availability of individual functions may depend on the selected product, tariff model or scope of the contract.
2.4
KWMS is entitled to have services provided, in whole or in part, by third parties or subcontractors.
2.5
KWMS is entitled to continuously develop the Charly® ecosystem, improve existing features and introduce new features, provided that this does not affect any material contractual obligations.
3.
Fees, Billing and Payment
3.1
Within the Charly® ecosystem, KWMS provides functions for the management, allocation, billing and optimisation of charging infrastructure, energy and mobility processes. Depending on the product, module or contractual relationship, KWMS may carry out allocation and transaction processes on behalf of owners, operators, managers or users of charging infrastructure.
3.2
The amount of the settlement is determined by the relevant agreed product, tariff model or contract. In particular, the following components may be invoiced:
  1. •
    Software and platform fees
  2. •
    Charging sessions
  3. •
    Amounts of energy consumed (kWh)
  4. •
    Start-up fees
  5. •
    Idle time charges
  6. •
    Transaction fees
  7. •
    Energy management services
  8. •
    Dynamic energy tariffs
  9. •
    Other contractually agreed services
3.3
Furthermore – depending on the model selected – the following are also subject to billing: value added tax; other existing or future statutory or regulatory levies and taxes payable in connection with the supply of electricity; fees; the renewable energy support levy; the renewable energy support contribution; the electricity levy; other charges, surcharges, contributions and the like, all costs incurred by the network operator, and financial expenditure relating to the Energy Efficiency Act. Typically, the energy consumed in kWh at charging stations for which a tariff has been set by the owner of the charging infrastructure is subject to a charge.
3.4
Current tariffs, bills and transactions are made available to the customer via the relevant platform within the Charly® ecosystem.
3.5
Any disputes regarding billing must be submitted in writing to KWMS within a reasonable period of time after becoming aware of the issue.
4.
Customer’s obligations
4.1
The customer undertakes to use the platforms, applications and services of the Charly® ecosystem exclusively in accordance with applicable laws and these General Terms and Conditions.
4.2
Access data, RFID media, authentication information or other access authorisations must be protected against unauthorised use.
4.3
The customer is obliged to keep their master data, contact details and billing-related data up to date.
4.4
When using physical charging infrastructure, all technical and safety-related requirements must be complied with.
4.5
Any faults, security incidents or instances of misuse must be reported to KWMS immediately.
5.
Intellectual Property
5.1
All rights to the platforms, applications, software solutions, algorithms, data models, analyses, designs, documentation and other services of the Charly® ecosystem remain exclusively with KWMS or the respective rights holders.
5.2
The customer is granted a non-exclusive, non-transferable and revocable right of use to the agreed extent for the duration of the contractual relationship.
5.3
The customer is not authorised to copy, modify, reverse engineer or make available to third parties any software components, platform functions, interfaces or other components of the Charly® ecosystem, unless this is expressly permitted by law.
6.
Data and electronic communication
6.1
The customer undertakes to notify the provider immediately of any changes to their master data, contact details and billing information.
6.2
The customer agrees to receive notifications, information, invoices and contract-related documents electronically via the platforms of the Charly® ecosystem or by email.
6.3
Electronic provision shall be deemed to constitute proper service.
7.
Liability
7.1
KWMS shall be liable for wilful misconduct and gross negligence in accordance with the statutory provisions.
7.2
KWMS shall be liable for slight negligence exclusively in the event of personal injury.
7.3
To the extent permitted by law, liability for indirect damage, consequential damage, loss of profit, business interruption, loss of data and damage arising from third-party claims is excluded.
7.4
In particular, KWMS accepts no liability for:
  1. •
    failures of telecommunications networks;
  2. •
    disruptions to public electricity networks;
  3. •
    failures on the part of third-party providers;
  4. •
    interruptions due to maintenance work;
  5. •
    technical faults beyond KWMS’s control;
  6. •
    malfunctions of customer systems or vehicles.
7.5
The availability of individual functions of the Charly® ecosystem may be restricted due to technical, regulatory or energy-sector conditions.
7.6
KWMS’s liability is – to the extent permitted by law – limited to the annual amount paid by the customer in the last contract year, but in any event to EUR 5,000.00.
8.
Assignment of the Contract and Succession
 
The rights and obligations arising from this contract shall pass to the heirs and legal successors of the contracting parties on both sides. This applies in particular in the event of the transfer or sale of KWMS’s business.
9.
Data Protection
9.1
Personal data shall be processed in accordance with KWMS’s current data protection policy.
9.2
The use of the Charly® ecosystem is subject to the separate data protection notice for the Charly® ecosystem, in its current version.
10.
Applicable Law, Jurisdiction and Place of Performance
10.1
Austrian substantive law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.
10.2
To the extent permitted by law, the exclusive place of jurisdiction shall be Vienna.
10.3
The place of performance is the registered office of KWMS GmbH.
11.
Severability clause
11.1
Should any provision of these General Terms and Conditions be or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.
11.2
The invalid provision shall be replaced by one that comes as close as possible to the economic purpose of the original provision.
12.
Governing Language
 
This Agreement has been drafted in German. The English version is provided for convenience purposes only. In the event of any discrepancy, inconsistency, ambiguity or conflict between the German and English versions, the German version shall prevail and be the legally binding version.
Date: June 2026