Terms and Conditions

Valid from 1st January 2026

These terms and conditions (“Conditions”) herein established by EcoMobility Group AS, together with its subsidiaries and affiliates (“EcoMobility”) as may be amended from time to time apply to any solicitation, submission, inquiry, offer, request or arrangement (a “Communication”) sale, or delivery with respect to software services (“Services”) we sell including but not limited to subscriptions based on fleet and number of assets by any potential or actual customer (“Customer”) of EcoMobility. These Conditions shall be mutually binding on EcoMobility and Customer, and no additional or different terms or conditions will be binding upon EcoMobility unless specifically agreed to in writing, signed by an authorized officer of EcoMobility. Failure of EcoMobility to object to conditions contained in any other writing or other communication from Customer shall not be construed as a waiver of these Conditions nor acceptance of any such other provisions. None of any past practice, industry standards, course-of-dealing or usage of trade shall constitute a modification of any term or condition contained herein, nor shall same add any term not contained herein. These Conditions also serve as notice of EcoMobility’s objection to and express rejection of any terms and conditions of purchase included in any Communication that are different from or additional to these Conditions.

1. Order Confirmation

All offers for Services, issued by EcoMobility to Customer (“Offers”) are issued subject to the Services being unsold. Offers are only accepted when Customer has received EcoMobility’s written acceptance of the offer, including confirmation in electronic form. If EcoMobility issues an Offer to Customer, Customer must accept in writing, including electronically, before the expiry of the acceptance deadline. If no expiry date is noted, then Offer expires after 30 days. Cancellation of orders must be made in writing and must be confirmed by EcoMobility in writing. Customer is, regardless of the reason for the cancellation, obliged to buy any Services commissioned for the order which cannot be cancelled. The Services in question shall be invoiced to Customer, at the latest by the order’s originally planned delivery time, at agreed purchase price with the addition of any delivery costs.

2. Delivery & Activation

Hardware is delivered DAP (Incoterms 2020) unless otherwise is stated or agreed.

The Service shall be deemed as activated when the hardware included in the Service has been shipped (the “Activation Date”). If EcoMobility Group shall not provide hardware, the Activation Date is when the Customer is provided with log-in details that enable access to use the Service and data from a connected device is made available.     

3. Hardware Provided by EcoMobility

Unless otherwise stated in the agreement between the Customer and EcoMobility (the “Agreement”), the physical equipment/hardware (the “Hardware”) provided by EcoMobility is placed at the Customer’s disposal and is the property of EcoMobility. Hardware that was contracted before 1st January 2024 is however the Customer’s property, provided it was sold as such.

Unless otherwise agreed, the Customer is obliged to install the Hardware himself and is solely responsible for ensuring that the Hardware is properly positioned and assembled as described in the user manual and any additional instructions from EcoMobility. The Customer is obliged to test the Hardware after installation and notify EcoMobility immediately if the Hardware is not working. The test is done by checking registrations in the interface. The Customer can find guidance on installation and testing by using the following URL https://ecomobility.com/choose-hardware/. EcoMobility is not liable for the consequences of technical failure or inadequate registration due to incorrect installation or misplacement of the Hardware.

Any service, maintenance or repair of the Hardware may only be carried out by EcoMobility or its authorised partners, as instructed by EcoMobility. If the Customer detects that the Hardware is defective or damaged, EcoMobility must be notified by e-mail immediately for guidance in troubleshooting and/or the procedure for Hardware return and re-delivery.

EcoMobility reserves the right to replace all or part of the Hardware at any time. In such a case, the Customer is obliged, at its own cost, to receive and install the new Hardware, as well as to return the old Hardware (if the Hardware is EcoMobility’s), no later than 7 days after receipt of new Hardware.

EcoMobility reserves the right to make use of the Hardware to collect data for other customers, provided the latter ensures that any personal data is processed in accordance with applicable data protection legislation.

Hardware sold for use within the EU/EEA/UK cannot be used outside this area unless agreed in writing. In case of use outside the approved area, the Customer shall reimburse EcoMobility for all, and any additional expenses caused by out of area usage, e.g. roaming, within 14 days after the date of invoice provided by EcoMobility.

The Hardware may only be used in connection with EcoMobility’s services. The Customer is obliged to handle the Hardware with due care and in accordance with the user manual.

In case of suspected misuse of the Hardware, EcoMobility has the right to demand the return of Hardware that is EcoMobility’s property, within a given timeframe.

Upon termination, the Customer is responsible at its own expense, immediately and at the latest within one month after the expiry of the Contract Period (as defined in section 6), to return Hardware that is EcoMobility’s property, cf. section 3, according to the instructions given by EcoMobility.

In all cases of non-return of the Hardware as provided herein, the Customer will be liable to reimburse EcoMobility per Hardware item according to the current lost/non-return device fee, within 14 days after the date of reimbursement invoice provided by EcoMobility.

4. Prices

Prices are as described in the Offer provided to Customer, or as described in the Agreement. EcoMobility is entitled to adjust the prices for subscriptions both in the Initial Term and Renewal Term as described in Section 6, the prices shall be adjusted in accordance with local consumer price index, with one (1) months’ notice to Customer. Any tax, assessment, duty, custom or other fee of any nature imposed upon the Services, their sale, transportation, delivery, use or consumption imposed by any governmental authority, domestic or foreign, on or measured by the transaction between EcoMobility and Customer shall be paid by Customer in addition to the price quoted or invoiced. In the event that EcoMobility is required to pay any such tax, duty, fee or charge, Customer shall reimburse EcoMobility therefore unless otherwise agreed upon in writing.

5. Payment Conditions

EcoMobility is continually striving to reduce the environmental impact of EcoMobility and its Customers. Therefore, all invoices will be sent electronically, and are subject to an invoice fee. Any cost or fees imposed on EcoMobility for upload of invoices to purchasing portals etc. or printing of physical invoices will be recharged to Customer. Payment for EcoMobility Services will be invoiced annually and in advance with due date of 14 days unless otherwise agreed in writing. The first invoice will be issued at Activation Date and following invoices every anniversary of the Activation Date. In the event that customer disputes the amount of an invoice, must provide written notice to EcoMobility within 30 days of receipt of invoice. The parties shall both use reasonable efforts to resolve any disputes relating to the amount of any invoice within 30 days of notice. When sending payment reminders, EcoMobility is entitled to make a dunning charge if permitted by applicable law. In the case of default of payment, EcoMobility is entitled to request that collection costs are paid in full. In the event that an invoice is not paid on time, EcoMobility reserves the right to suspend the subscription without notice until the invoice is paid. If the invoice is not paid within the timeframe set in the reminder to the Customer, EcoMobility will have the right to suspend Customer’s account including access to any system. Customer can within 30 days of an account being suspended pay the amount due and a re-activation fee to have the account re-opened. Customer is not entitled to offset any counterclaims against EcoMobility which are not recognized by EcoMobility in writing and is not entitled to withhold any part of the purchase sum due to offsetting of any type. Any assignment of Customer’s counterclaims to a third party without EcoMobility’s prior written consent shall be void. Customer agrees to reimburse EcoMobility for any costs and expenses (including reasonable attorneys’ fees or costs of collection agencies) in connection with the collection of any amounts owed to EcoMobility under these Conditions or transaction contemplated hereby.

6. Term and Termination

The Agreement is made for an initial term of thirty-six (36) months (the “Initial Term”) and are thereafter renewed automatically for successive 12-month periods (the “Renewal Term”). No repayment is made for the subscriptions invoiced, even if cancelled earlier than the end of the Initial Term or Renewal Term. EcoMobility may cancel the subscriptions at any time with immediate effect, if Customers account is closed according to Section 5 non-payment. The Agreement in its entirety or specific Services only may be terminated by either Party in writing (e-mail) at least 3 months before the expiry of the Initial Term or Renewal Term.

EcoMobility may terminate the Agreement with immediate effect in the event of:

1. a material breach of these Conditions or the Agreement, which has not been remedied within 30 days of written notice; and
2. the Customer’s bankruptcy, insolvency or similar proceeding whereby the Customer is unable to duly fulfill its payments to EcoMobility;

Upon termination, EcoMobility shall stop providing the Service at the end of the Initial/Renewal Term. EcoMobility is entitled to payment throughout the Initial/Renewal Term regardless of whether the Customer uses the Service or not.

Any Customer in receipt of a discounted price on the Service due to membership of an association or agreement with a third party, loses the right to the discount upon expiry of the membership or agreement with the third party.

7. Data Protection and Privacy

The Customer shall comply with all applicable data protection laws (including the General Data Protection Regulation) and EcoMobility’s Privacy Policy (https://ecomobility.com/privacy-policy/) in force at any time given. When you use equipment in which tracking devices of EcoMobility have been installed (‘the Equipment’) or Services as an end-customer you are the Data Controller for Personal Data Processed by EcoMobility tracking device or service. As an end-customer (Data Controller) you are obliged to fulfill the obligations in the relevant data protection legislation and enter into the Data Processing Agreement (https://ecomobility.com/data-processing-agreement/). For any questions, please see our privacy policy at www.ecomobility.com or contact our DPO at dpo@EcoMobility.com.

8. Service Information

Any Service information – regardless of whether it stems from EcoMobility or one of EcoMobility’s business associations – including information regarding weight, dimensions, capacity or other technical data, description, prospectus, advertisement etc. which is regarded as providing information, is only binding to the extent that EcoMobility specifically refers to it in the Offer and/or order confirmation. Specific requirements from Customer are only binding to the extent they are confirmed in writing by EcoMobility. EcoMobility reserves the right to revise and discontinue Services at any time and without prior notice. EcoMobility will provide Services that have the same or similar functionality and performance of Services ordered, but changes, including, but not limited to, changes regarding technical requirements between what is provided and what is described in specification sheets, catalogues, or the like, are possible. Customer is at all times responsible for Customer’s use of EcoMobility Services. EcoMobility reserves the right at any time to suspend a subscription in the event of excessive use of EcoMobility’s Services and/or API solution. EcoMobility prohibits the use of EcoMobility Services in any way that is unlawful. EcoMobility will acquire approvals in accordance with applicable Service compliance legislation in the countries that are strategic for EcoMobility. If Customer requires an approval in a certain region or country this can be requested at EcoMobility. An Offer will be issued for any such approval, if possible, under applicable legislation. In the event that Customer or end-customer is required to apply for an approval themselves in accordance with applicable legislation, Customer or end-customer can request assistance from EcoMobility at a cost. Customer agrees that any Services purchased by Customer may be used as a hub for transmission of other EcoMobility or third-party units’ proximity location and sensory data via the Service’s Bluetooth signal. Services are only used as hubs for transmission of proximity location and sensory data and do not enable users of devices to get access to the proximity location and sensory data of other Customers’ units. Under no circumstance shall EcoMobility be liable if Customer chooses to use EcoMobility Services as a conduit to update Customers or end-customers equipment in which EcoMobility Service is installed. Customer understands that EcoMobility has no control or rights over the equipment in which EcoMobility Services are installed and cannot guarantee functionality of the equipment and therefore not be held liable for such.

9. Protected and Confidential Information

EcoMobility is the exclusive owner and retains all rights, titles and interests to Intellectual Property Rights and Know-How related to or arising from the Service and the Hardware, including, but not limited to the technology (including all modifications, enhancements, upgrades and updates thereto), algorithms, source code, object code and accompanying documentation, trademarks, logos, domain names, user interface design, graphics, illustrations, drawings, images, sound, music, videos, concepts, techniques and specifications. Any additional type of information which is not publicly available, including drawings and technical documents and other trade secrets, transferred by EcoMobility to Customer (“Confidential Information”), shall remain the exclusive property of EcoMobility and shall be treated as confidential by Customer. Such Confidential Information has been developed at substantial expense and contains trade secrets that are the exclusive property of EcoMobility. Confidential Information thus must not, without EcoMobility’s written consent, be copied, reproduced or forwarded to a third party or used for any purpose other than the one for which it was intended when transferred. Confidential Information shall be returned to EcoMobility upon request. For the avoidance of doubt, Confidential Information supplied by EcoMobility does not include information that (a) was generally available to Customer from public or published sources, provided publication did not take place in violation of these Conditions or through fault or omission of Customer, (b) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to either Customer or EcoMobility, or (c) was disclosed to the general public with the written approval of EcoMobility, and Customer shall exercise due diligence and reasonable care to hold such information in confidence. Customer’s confidentiality obligations under this Section 9 shall survive the termination or expiration of these Conditions.

10. Software Updates & Service Changes

EcoMobility on-going software updates are included in the price issued in the offer document. EcoMobility reserves the right to make changes including but not limited to discontinuing its Services or issuing updates without notice if this can be done without substantially changing agreed technical specifications and without any substantial change to the Services’ shape or function. If EcoMobility, at its sole discretion, decides to no longer offer a specific Service or a part of a Service, EcoMobility is entitled to terminate the Agreement in whole or in part with 30 days’ prior notice to the Customer. The same applies if a contract with a subcontractor is terminated, involving that the Service can no longer be provided.

11. Hardware and Software Warranties

11.1            Hardware Warranties

EcoMobility warrants that the Hardware as provided is free from defects in workmanship and materials at the time of the shipment and undertakes to provide functional Hardware throughout the Initial and subsequent renewal terms. This Warranty covers Hardware failures and is solely and exclusively limited to replacement or repair, at EcoMobility’s sole option.

This Warranty is provided on the following conditions:

• The Customer notifies EcoMobility of the defect by e-mail.
• The Customer disconnects and returns the defective Hardware to EcoMobility, at its own cost.
• EcoMobility’s examination of the returned Hardware discloses that defects have not been caused by improper handling, storage, testing, installation, misuse, neglect, repair, alteration, or accident.
• The Customer receives and installs the new Hardware, at its own cost.

This Warranty does not:

• Cover defects or damage caused by circumstances for which the Customer is responsible, including negligent use or use in violation of these General Terms, the user manual, the Service Description or other instructions from the EcoMobility.
• Apply if the battery runs out on battery-powered Hardware. The Customer must either replace the battery or the Hardware, depending on what the Hardware allows.
• Apply for any Third-party Hardware.

11.2          Software-Garantien

Customer expressly understands and agrees that Customer’s use of EcoMobility services is at Customer’s sole risk and that services are provided “as is” and “as available” without warranty of any kind, to the maximum extent permitted by applicable law.

The provisions of this clause do not affect any of Customer’s legal rights that cannot be excluded under applicable mandatory national legislation, including but not limited to any mandatory statutory warranties. If any part of this limited warranty is held to be invalid or unenforceable, the remainder of the limited warranty shall nonetheless remain in full force and effect. The warranty of Services shall in no case extend further than the warranty of the hardware as described in Section 11.1. Warranty of Services is contingent on Customer maintaining current releases of the Services provided by EcoMobility. Customer’s sole remedy and EcoMobility’s sole obligation under the foregoing warranty shall be for EcoMobility to use commercially responsible efforts to correct any substantial nonconformity of the Services reported to EcoMobility by Customer during the Warranty Period. The foregoing warranty shall not apply to any failure to conform by Services that is caused by a) the use or operation of Services in an environment other than that intended or recommended by EcoMobility, b) modifications to Services not made by EcoMobility, or c) third party hardware or software provided by third party and not authorized by EcoMobility for use of Services.

12. Limitation of Liability & Indemnity

EcoMobility shall in no event be liable for any indirect loss or consequential damages, including but not limited to, loss of time or profit, revenue, goodwill, business opportunities, data or other business interruptions.

EcoMobility’s maximum liability to the Customer for all obligations (whether under the Agreement or otherwise) which are directly or indirectly connected with the Agreement shall be limited to the price the Customer has paid for the Service the last 24 months before the event giving rise to the liability.

EcoMobility disclaims any and all liability, including any express or implied warranties, whether oral or written, for third-party Hardware and third-party software. This implies even if such hardware or software is essential for the Service to effectively function.

Customer agrees to indemnify, defend and hold harmless EcoMobility, its officers, directors, employees, agents and insurers of each of them, from and against any and all third party claims, demands, actions, damages, expenses, costs, claims, judgments and liabilities (including, without limitation, interest, penalties and reasonable attorneys’ fees and investigative costs) incurred by EcoMobility, arising from, in connection with or as a consequence of (a) any negligent, or wrongful act or omission by Customer; (b) Customer’s transfer, use or sale of any Service, except to the extent that such suit or demand arises out of the failure of such Service to meet EcoMobility’s express warranties; and/or (c) Customer’s possession, operation, maintenance, delivery or return of any Service. Such protection shall include, without limitation, claims for personal injury or death or property damage arising out of any act or omission of Customer or its customers. This Section 12 shall survive the termination or expiration of these Conditions.

13. Intellectual Rights

Customer acquires a non-exclusive and non-perpetual software license in the form of a right to use the software for the purpose made clear in the accompanying Service specifications for the Initial Term and subsequent Renewal Terms. The license is only applicable for the contracted term, and will terminate, when the term expires or is terminated. Over and above this, Customer acquires no rights in the form of licenses, patents, copyrights, trademarks of other intellectual rights connected with the Service. Customer acquires no rights to the source code of the software.

14. Force Majeure

EcoMobility is entitled to cancel orders or defer the agreed delivery of Services, and is otherwise free from liability for any lack of delivery, or defective of delayed deliveries, which are wholly or partially due to circumstances which are outside the reasonable control of EcoMobility, such as any act of God, embargo, rebellion, unrest, war, terrorism, fire, state regulations, strikes, lockout, go-slows, lack of means of transportation, scarcity of goods, sickness, delay in or lack of supplies from suppliers, accidents in Service or testing, lack of energy supplies, inability to obtain necessary labor, manufacturing facilities or delays by sub-contractors. All Customer’s rights are suspended or are discontinued in such cases. In the event of cancellation or delayed implementation, Customer cannot request compensation from or assert any other claim against EcoMobility.

15. Partial Invalidity

If at any time any one or more of the provisions of these Conditions become invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of these Conditions shall not be in any way impaired.

16. Transfer of Rights and Obligations

EcoMobility is entitled to assign and transfer, in whole or in part, its rights and obligations under these Conditions or this Agreement to a Group Company or third-party. Customer may not assign or transfer its rights and obligations hereunder without the prior written consent of EcoMobility.

17. Governing Law & Jurisdiction

All disputes arising out of or in connection with the Agreement shall be governed by the laws of the Country where EcoMobility has its registered business address.

The Parties shall seek to resolve any dispute amicably through negotiations and or arbitration. Any dispute, claim or controversy arising out of or relating to these Conditions or the Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of these Conditions or the Agreement to arbitrate, shall be determined by arbitration in Stockholm, Sweden before one (1) arbitrator, the arbitrator is appointed by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). The arbitration shall be administered by the SCC in accordance with the rules of arbitration procedure adopted by the SCC and in force at the time when such proceedings are commenced. Judgement on the award may be entered in any court having jurisdiction. The arbitrator’s decision shall be reduced to writing. Further, the award by the arbitrator shall be final and binding on the parties. All judgments are confidential and shall not be disclosed to the public.

Notwithstanding the immediately preceding paragraph, the parties expressly acknowledge and agree that either party may seek from a court any interim or provisional relief, including, but not limited to, temporary or permanent injunctions, restraining orders, or a decree of specific performance that may be necessary to protect their rights or property. The remedies provided in this section shall be cumulative and not exclusive and are in addition to any other remedies, which either party may have under these Conditions or applicable law.

If such negotiations fail, each of the Parties may initiate legal proceedings before ordinary courts. Sole and exclusive venue for all disputes shall be the courts of the country where EcoMobility has its registered business address, by the local district court.

18. Complete Agreement

These Conditions, any additional terms set out in the Agreement, and EcoMobility’s written acceptance constitute the complete and exclusive statement of the agreement between the parties hereto. It supersedes all prior written and oral statements, including prior representations, statements, conditions, or warranties with respect to the Services.