SWITCH PLATFORM USER TERMS AND CONDITIONS

Last updated: 23 February 2023


1. Introduction


1.1.

Switch EV Ltd, a company incorporated in England and Wales with company number 12488891 ("Switch"), has developed the Switch platform, a cloud-based SaaS solution to enable electric vehicle ("EV") charge point operators to manage their EV charger network, as more fully described at: https://www.switch-ev.com (the "Switch platform").

1.2.

This document sets out the terms and conditions on which Switch agrees to make available, and you agree to access and use, the Switch platform (the "Terms and Conditions"). By registering an account on the Switch platform, or by otherwise accessing or using the Switch platform, you:

(a)

accept and agree to be bound by these Terms and Conditions; and

(b)

agree to the processing of your personal data as set out in our Privacy Policy (available at: https://www.switch-ev.com/privacy-policy) as amended or updated by us from time to time.

1.3.

These Terms and Conditions shall apply for as long as you maintain an account on the Switch platform.  You may close your account at any time by following the account closure procedure on the Switch platform, or by contacting us. If you close your account, you will be unable to access or use the Switch platform until you register a new account.


2. Definitions and Interpretation

2.1.

In these Terms and Conditions:

(a)

"Authorised Reseller" means a Switch partner that manages a third party's charge point network using the Switch platform, and has entered into a Licence Agreement with Switch;

(b)

"Employer" means the Switch Client or Authorised Reseller that employs or engages you;

(c)

"Licence Agreement" means an agreement between Switch and a Switch Client or Authorised Reseller, which authorises the Switch Client or Authorised Reseller to access and use the Switch platform; and

(d)

"Switch Client" means a charge point operator that has entered into a Licence Agreement with Switch or one of its subsidiaries or holding companies (each as defined in Section 1159 of the Companies Act 2006).

2.2.

In these Terms and Conditions, unless the context requires otherwise:

(a)

any references to "we", "our", "us", or similar terms shall mean Switch; 

(b)

any references to "you", "your", or similar terms shall mean the individual user accessing or using the Switch platform;

(c)

words in the singular shall include the plural and in the plural shall include the singular; and

(d)

any words following the terms 'including', 'includes', or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.


3. Switch Account

3.1.

You must register an account with us in order to use the Switch platform. To be entitled to register an account you must be:

(a)

at least eighteen (18) years or older; and

(b)

an employee or contractor of a Switch Client or Authorised Reseller, with a legitimate need to access and use the Switch platform (as determined by us in our sole discretion, acting reasonably).

3.2.

To register an account, you will need to provide us with a valid e-mail address and nominate a password. If your Employer has provided you a work e-mail address, you must register using that e-mail address.

3.3.

You must only access and use the Switch platform from your own registered account.  You must not share your account with any other person (whether or not that person is also entitled to use the Switch platform).

3.4.

You must take appropriate steps to secure your account password and to protect your account from unauthorised access.  If you believe there has been unauthorised access to your account, you must immediately notify your Employer.

3.5.

We reserve the right to suspend or terminate your account if:

(a)

you are no longer employed or contracted or engaged by a Switch Client or Authorised Reseller;

(b)

you no longer have a legitimate need to access the Switch platform (for example, because you have been re-assigned to a new role by your Employer which does not require you to access the Switch platform); 

(c)

you are in breach of these Terms and Conditions; or

(d)

your Employer is no longer authorised to use the Switch platform (including by reason of termination of your Employer's Licence Agreement).


4. Use of the Switch platform

4.1.

You must only access and use the Switch platform:

(a)

in your capacity as an employee or contractor of your Employer;

(b)

in accordance with the instructions of your Employer; and

(c)

for purposes relating to the management of your Employer's charge point network (or if your Employer is an Authorised Reseller, for purposes relating to managing the charge point network of your Employer's customers). 

4.2.

You must not:

(a)

use the Switch platform for a fraudulent or unlawful purpose;

(b)

copy, modify, duplicate, or create derivative works from the Switch platform in any form or media or by any means;

(c)

for purposes relating to the management of your Employer's charge point network (or if your Employer is an Authorised Reseller, for purposes relating to managing the charge point network of your Employer's customers). 

(d)

store, publish, disseminate, distribute or transmit via the Switch platform any material which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive;

(e)

access any part of the Switch platform to build a competing product or service; or

(f)

license, sell, rent, lease, transfer, assign, distribute, or otherwise make the Switch platform available to any third party;

(g)

interfere with or disrupt the operation of the Switch platform;

(h)

transmit any virus or malicious computer code using the Switch platform;

(i)

remove or modify any copyright, trade mark, or other proprietary rights notice from the Switch platform;

(j)

"scrape" or "data mine" any data from the Switch platform, unless expressly authorised by Switch;

(k)

re-identify any anonymised or pseudonymised data made available through the Switch platform; or

(l)

circumvent the navigational structure of the Switch platform.

4.3.

We reserve the right to suspend or close your account, without notice or liability to you, if we reasonably believe you have used, or permitted the use of, the Switch platform in contravention of these Terms and Conditions.


5. Intellectual Property

5.1.

The Switch platform and all related training materials and documentation are owned by Switch and its licensors. Nothing in these Terms and Conditions transfers to you any right, title, or interest in the Switch platform or in such materials or documentation.

5.2.

If you upload any content to the Switch platform, you:

(a)

grant us a non-exclusive, royalty-free and perpetual right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media; and

(b)

warrant that you own all of the rights to the content or are authorised to share that content with us and to grant us the rights in paragraph (a) above.


6. Data Protection

6.1.

You must not upload or share any Personal Data through the Switch platform except as expressly requested by us.

6.2.

To the extent that you share any Personal Data with us, you acknowledge and agree that we may process such data in accordance with our Privacy Policy (available at: https://www.switch-ev.com/privacy-policy) as updated or amended by us from time to time.


7. Limitation of Liability

7.1.

Nothing in these Terms and Conditions excludes or limits our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

7.2.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Switch platform or any content on it, whether express or implied.

7.3.

Subject to Clause 7.1, we will not be liable to any user for any loss (including direct, indirect and consequential) or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: 

(a)

use of, or inability to use, the Switch platform; 

(b)

use of or reliance on any content displayed on the Switch platform;

(c)

loss of business opportunity, goodwill or reputation; or

(d)

any indirect or consequential loss or damage.

7.4.

If our liability cannot be excluded or restricted, then to the maximum extent permitted by law, our liability to any user (or its or their Employer) under these Terms and Conditions or otherwise (including for negligence) shall not exceed £100.


8. Amendments to these Terms and Conditions

8.1.

We may amend these Terms and Conditions from time to time either by giving you notice of such or by posting a revised version on the Switch website (http://www.switch-ev.com/termsandconditions).  We may notify you about any amendments by showing a pop-up notice or sending an alert when you next log in to the Switch platform, or by sending an e-mail to the address used to register your account (unless you have opted-out from receiving e-mail communications from Switch).

8.2.

Any amendments shall take effect from the date specified in the notice, or if no date is specified, shall take effect immediately.  Where possible, we will endeavour to provide advance notice of any amendments.  However, in some cases we may need to make urgent or immediate changes, for example, to comply with a change in the law or to address a security risk.


9. Governing Law

9.1.

This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by and shall be construed in accordance with English law.

9.2.

The parties submit to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with this Agreement and any such dispute or claim referred to in Clause 9.1.