Fortum Charge & Drive - General Terms and Conditions for Business Users

Valid from 2025-01-01

1. Scope and application 

The provisions set out in these general terms and conditions for business users (the "Terms") apply to the Services (as defined below) and the company’s ("Customer") use of the Services. By registering to use the Services, or by using the Services without registration by a Charging Key or other item enabling the use of the Services, the Customer agrees to be bound by these Terms. 

Depending on the Customer's country of residence, these Terms are entered into by the Customer and the local Charge & Drive entity of the Customer's place of residence. Whenever these Terms refer to "Charge & Drive", reference is made to Customer's contracting party below. 

Finland: 

Fortum Markets Oy, business ID 1852328‐0, established in Finland, Keilalahdentie 2-4, 02150 Espoo, Finland with postal address PL 100, 00048 Fortum, Finland.  

Sweden:  

Fortum Markets AB, business ID 556549-0678, established in Sweden, Rättarvägen 3, 169 68 Solna, Sweden. 

Norway: 

Fortum Strøm AS, business ID 982 584 027, established in Norway, Askekroken 11, 0277 Oslo, Norway, with postal address Postboks 184 Skøyen, NO-0212 Oslo. 

2. Services 

 Charging network

Charge & Drive provides Services that enable users’ access to Charging Stations within the Charging Network. The Services enable an Authorized User to charge their EV by connecting the EV to the Charging Station and initiating a charging session by use of a Charging Key. Charge & Drive provides a list of accessible Charging Stations on the website (https://chargedrive.com/) and in the Application.

Business Portal 

Charge & Drive provides the Customer with access to a business portal, in which the Customer can administer their Charging Keys, and the Customer also has an overview of all charging activity conducted on its account (the “Business Portal”).  

Charging Keys 

Charge & Drive provides Charging Keys enabling Authorized Users to start and stop charging. The assortment of Charging Key formats may be updated and changed over time. For current assortment and pricing Charge & Drive provides an overview in the Application and/or on the website (https://chargedrive.com/). 

 Customer service 

Charge & Drive provides the Customer with access to its Customer Service, available in several languages. Customer Service contact details are available on the website (https://chargedrive.com/contact-us). Charge & Drive reserves the right to change, at its sole discretion, opening hours, contact methods and availability in certain languages.  

3. Pricing terms 

List Prices 

“List Price” means the standard, non-discounted fee visible for each part of the Service on the price list available in the Application, as applicable from time to time. For the avoidance of doubt, prices visible in the Application may differ between users in a logged-in state. In such case, the List Price visible in a non-logged in state is decisive.   

Currency & VAT 

All payments between Charge & Drive and Customer shall be made in local currency, unless otherwise agreed in writing by the Parties. Any listed fees relating to the Services are exclusive of VAT and any other applicable taxes. Charge & Drive reserves the right to convert any fees from other currencies than above according to these Terms, such as those incurred by charging sessions in other currencies.  

Business Portal license fee 

Charge & Drive may charge a base fee for the Customer to access the Business Portal. This fee is unrelated to the number of Authorized Users or Charging Keys connected to Customer’s organization. This fee will be invoiced yearly, for each then-current year, in December. If the Customer has entered into these Terms between January and June, the fee for the then-current year will be payable in full (100%), and if between July and December, the fee will for the then-current current year will be reduced by 50 %. The applicable license fee for the Business Portal is made available on the website (https://chargedrive.com/)  

Monthly fee for Charging Keys 

Charge & Drive charges a base fee per Authorized User/Charging Key connected to Customer’s organization in the Business Portal. This fee is invoiced regardless of the Authorized User/Charging Key charging activity within that month. For the avoidance of doubt, it is Customer’s responsibility to maintain an accurate list of Authorized User/Charging Keys in the Business Portal. Any changes made by the Customer to the list of Authorized User/Charging Keys in the Business Portal shall be taken into account in the month following such change and the corresponding fees shall be adjusted accordingly.  

Unless otherwise agreed, Charging Keys shall be invoiced based on the List Prices. Charge & Drive may from time to time offer temporary discounts for Charging Keys in the Application. In addition, Charge & Drive may update pricing, design and product selection of Charging Keys from time to time.  

4. Definitions and interpretation 

The following definitions apply to these Terms: 

The words "including", "for example", "such as", the abbreviation "e.g.", or any variations thereof mean "including without limitation", and shall not be construed to limit any statement that follows to any specific or similar items or matters. 

5. Charge & Drive's rights and responsibilities 

Charge & Drive shall provide the Services to the Customer in consideration of the charging fees paid by the Customer. Charge & Drive may determine, in its sole discretion, how the Services are provided and whether and how subcontractors are used for the provision of the Services. 

Charge & Drive shall perform the Services with due care and in a professional manner. The Customer acknowledges and accepts that due to the nature of electrical charging services and mobile networks, Charge & Drive cannot guarantee continuous, fault-free Services. The Customer acknowledges and accepts that any charging powers or speeds indicated to the Customer are estimates only, and Charge & Drive does not guarantee any charging powers or speed for the Services. 

Except for what is explicitly set out in these Terms, the Services are provided on an "as is" and "where is" basis, and are, to the fullest extent permitted by mandatory applicable law, provided without any other representations or warranties, whether express, implied or statutory, and all such representations or warranties are expressly disclaimed. 

6. Customer's rights and responsibilities 

The Customer may register and create an account to use the Services through an Application.  The Customer acknowledges that some of the features of the Services may not be available without registration, and the functionalities of the Applications may differ. 

The Customer shall ensure that the information registered to the Customer's account is accurate and up to date for using the Services.  

In addition to using the Services through Virtual Charging Keys, the Customer may order Physical Charging Keys. The Customer is responsible for managing all Charging Keys and charging activities related thereto, including any charging fees payable for charging performed using the Charging Keys, safe storing of the Physical Charging Keys, and compliance with these Terms in relation thereto. The Customer may provide Charging Keys for the use of the Services by natural persons of Customer' choosing, including Customer's employees and customers, as applicable. Any natural person to whom the Customer provides access to the Services through the Customer's account, including by providing a Charging Key or access to an Application, is deemed an "Authorized User". For the avoidance of doubt, any Customer's Affiliates or their employees and customers shall not be considered as Authorized Users. All references to the Customer hereunder shall be interpreted to also mean the Authorized Users, to the extent applicable to their use of the Services. 

The Customer shall inform each Authorized User before their use of the Services about the relevant rights and obligations set out in these Terms. The Customer shall be fully liable for all actions and omissions of Authorized Users, including the responsibility for all charging sessions and other transactions performed under the Customer's account by Authorized Users.  

The Customer shall comply with all instructions relating to the use of the Services, as may be provided from time to time by Charge & Drive or its partners. The Customer shall ensure that the EV is compatible with the Charging Station and in technical condition to be charged. 

Charge & Drive may from time to time provide or make available updates to the Applications. The Customer is responsible for downloading and installing any updates. Unless the updates are installed, some functionalities or features in the Applications may not work correctly or may become disabled.  Charge & Drive is not liable for any issues arising due to the Customer's failure to install updates. 

The Customer shall at all times act in accordance with Applicable Laws, including if the Authorized Users are consumers, applicable consumer laws. The Customer shall ensure that EVs, to be charged, comply with Applicable Laws and any other applicable requirements and standards. The Customer shall ensure that it does not misuse or cause damage to the Charging Stations or related equipment, for instance by using charging cables without applicable protective markings, such as CE markings. The Customer is solely responsible for any non-compliance with Applicable Laws or instructions for the use of the Services. 

Should the Customer have any inquiries related to the Services, the Customer should contact the customer service using the contact information on the website chargedrive.com. 

7. Security and unauthorized use of the Services 

The Customer shall keep its account safe and protect the usernames, passwords, Charging Keys and/or other identifiers created or provided to the Customer relating to the Services. 

In case of loss or theft of a Physical Charging Key or device used for Virtual Charging Keys, or if there is any other reason to suspect or believe that unauthorized persons may have gained access to or knowledge of a password, Charging Key or any other identifier, the Customer shall immediately change the password, deactivate the Charging Key and notify Charge & Drive's customer service.  

The Customer is fully responsible for any charging fees incurred prior to notifying Charge & Drive of the loss or theft or other risk of unauthorized access to the Services, and until Charge & Drive has had reasonable time to deactivate the account and Charging Keys or other identifiers attached to it, or the Customer itself has deactivated the same in the Application. 

8. Charging Network 

The Charging Network consists of Charging Stations operated by Charge & Drive’s partners. Charge & Drive is not responsible for the operation of the Charging Stations operated by its partners and has no liability for the functionality or compatibility of such Charging Stations. Use of the Services at partner's Charging Stations may require that the Customer accepts the partner's terms of use. 

While Charge & Drive regularly checks that the information regarding the Charging Network is correct, Charge & Drive relies on information provided by its partners and on mobile data networks. The Customer acknowledges and accepts that there may be occasions when all information is not up-to-date, information is missing, or not all features that are available are visible.  

9. Interruptions and Charge & Drive's right to suspend the Services 

Charge & Drive may, if it deems it reasonably necessary, restrict Customer's access to or suspend the Services at any time, in its sole discretion and without incurring any liability towards the Customer. In particular, Charge & Drive has the right to interrupt or suspend the provision Services if:  

(i) a Charging Station is under maintenance; 

(ii) required by a software update; 

(iii) there is a defect or suspected defect in the Service; 

(iv) there is a reason to believe that Customer's use of the Services poses a safety risk or other type of risk for the provision of the Services or for other users of the Services; 

(v) Charge & Drive deems that the Customer's use of the Services is in violation of the Terms; or  

(vi) the interruption of suspension is necessary for Charge & Drive to comply with any laws,  regulations or decisions or instructions by authorities. 

The Customer is not released from its obligations under these Terms regardless of any interruption or suspension. 

10. Pricing and payment 

The available payment methods can vary depending on the country where the Services are used. The Customer acknowledges that Charge & Drive may introduce new payment methods or remove any existing methods from the Services, or introduce ad-hoc charging options, such as a QR code, for initiating charging sessions without registering an account, at any time without prior notification. Charge & Drive has the right to introduce or remove such ad-hoc charging options from the Services at any time without prior notification. 

The price for charging can vary, e.g., depending on the Charging Station in question, time of day, the basis for pricing (time, kWh, start-up fee, or combination thereof) or additional services such as charging subscriptions. If not otherwise agreed between the Parties, the charging fee payable for the charging session, depending on the pricing method used at the Charging Station, is based on: 

(i) the amount of charged electricity in kWh;  

(ii) the duration of the charging session; and/or 

(iii) a start-up fee for an initiated charging session. 

The Customer acknowledges and accepts that charging an EV is dependent on several factors, such as the technical specifications of the EV, the battery charge level, capacity, ambient weather and temperature, the Charging Station, and all these will affect the charging session and the final charging fee.  

The applicable charging fees are visible to the Customer in the Charge & Drive web-application and any discounts specific to the Customer are shown in an invoice breakdown or other specification. 

The final charging fee, including any potential discounts, will be calculated when the charging session has been completed and is debited to Customer based on the chosen payment method. If the Customer has prepaid balance on account, the final charging fee may, depending on the Charging Station, be debited from the available balance. By using the Services, the Customer accepts that Charge & Drive will debit the charging fee for each charging session, including applicable taxes and service charges, together with interest on any late payments and, where relevant, a collection fee, subject to the applicable law set out in Section 21 (Governing law and dispute resolution) below. 

Unless otherwise agreed in this Contract, Charge & Drive shall invoice the Fees from the Customer monthly. Unless otherwise agreed in this Contract, the term of payment is fourteen (14) days from the date of the invoice. 

Depending on the Customer’s chosen payment method, Charge & Drive has the right to convert any foreign currency receivables into Customer's billing currency. Charge & Drive has the sole right to decide on the applicable daily exchange rate based on the charging date.  

Charge & Drive has the right to change the pricing of the Services and shall inform the Customer of the same as set out in Section 19 (Changes) below. 

Payment Reservation 

By using the Services, the Customer accepts that when starting a charging session, Charge & Drive makes a reservation on the credit card, if chosen as the applicable payment method, until the charging session is completed. The amount of reservation per charging session, depending on the currency of the Customer, is currently EUR 50, SEK 500 or NOK 500.  

Charge & Drive has the right to change the amount of the reservation payment at any time without prior notification. Regardless of the reservation amount, the Customer will not be finally debited more than the charging fee of the charging session. 

11. Intellectual Property  

The Applications are licensed and not sold. Charge & Drive retains all right, title and interest to any Intellectual Property Rights related to the Services, including Applications made available to the Customer. 

Subject to these Terms, Charge & Drive grants the Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license solely to electronically access and use the Services. Charge & Drive reserves all rights not expressly granted in these Terms. The license and any other rights granted hereunder will automatically terminate upon termination or expiry of these Terms. 

The Customer shall not copy, modify, amend, translate, adapt, distribute, or in any manner create derivative works or improvements of the Applications, or distribute or disclose contents therefrom. The Customer shall not attempt to derive or gain access to any source code related to the Services, whether by way of reverse-engineering, decoding, decompiling, disassembling or otherwise. The Customer shall not remove, disable, or circumvent any copy protection, rights management, or security features related to Applications made available to the Customer in connection with the Services. 

The Customer retains the ownership to and Intellectual Property Rights, if any, in the data it has submitted and stored in the Services. During the Customer’s use of the Services, and to the extent allowed under mandatory laws thereafter, the Customer grants Charge & Drive the right (i) to use any content and data created by the Customer for the provision of the Services, and (ii) to freely process, use, disclose and assign statistical and other non-personal data created collected from the Customer in the use of the Services.  

To the extent that the Applications contain third-party software or free and open-source software, the Customer acknowledges and accepts that such third-party software and content are governed by the relevant third-party terms and conditions, and Charge & Drive disclaims all warranties and all liability arising from such software. 

12. Confidentiality 

Each Party shall at all times during which these Terms apply between the Parties and thereafter keep confidential the Confidential Information of the other Party and shall not use, copy or disclose the same. Each Party may use Confidential Information only for the exercise of the Party's rights and obligations under these Terms. 

Confidential Information does not include information which: (i) is generally available or otherwise public without breach of these Terms; (ii) a Party has received from a third party without any obligation of confidentiality or breach of the same; (iii) was in the possession of the receiving Party prior to the receipt of the same from the other Party without any obligation of confidentiality related thereto; or (iv) a Party has independently developed without using any Confidential Information received from the other Party. 

Notwithstanding the above in this Section 12, a Party may disclose Confidential Information if it is obliged to do so pursuant to a law, decree, or other order issued by the authorities or by judicial order. If a Party is required to disclose the other Party’s Confidential Information as set out herein, such party may disclose the requested Confidential Information provided that, to the extent possible under applicable laws, the respective party provides prompt notice of such disclosure and, at the request of the other Party, provides reasonable assistance in obtaining an appropriate protective order or other similar relief. 

The confidentiality obligations set out in this Section 12 shall survive any expiry, termination, or cancellation of the Services and/or these Terms. 

13. Personal data and privacy 

In order to use the Services, the Customer will need to provide certain personal information, such as email address or information regarding the payment method used. Charge & Drive shall use the personal information as described in Charge & Drive's Data Processing Addendum, as available from time to time, which forms an integral part of these Terms. 

14. Force Majeure 

Charge & Drive is not responsible for any failure to provide the Services, or damage or loss caused by any event which is beyond Charge & Drive's reasonable control, which could not have been reasonably foreseen or avoided, and which Charge & Drive cannot reasonably overcome. These include failures or interruptions in electric power production or distribution, electronic communication, or unavailability of equipment or services from our partners, including those in our Charging Network, and those providing payment, authentication, or other services required for the Services to operate properly. An event of force majeure encountered by Charge & Drive's subcontractor is considered that of Charge & Drive's. 

15. Indemnification 

Charge & Drive shall, at its own expense, defend, indemnify and hold the Customer harmless against any and all costs resulting from third party claims and actions alleging that the use of the Services infringes Intellectual Property Rights of a third-party, provided that the Customer: (i) notifies Charge & Drive without undue delay in writing of such claims; (ii) provides Charge & Drive with the sole right to defend or settle the claims; and (iii) gives Charge & Drive all information and assistance available and the necessary authorizations and does not prejudice Charge & Drive's ability to effectively defend against such claims.  

The Customer shall, at its own expense, defend, indemnify and hold Charge & Drive and its officers, directors, employees, agents, partners, Affiliates, service providers and licensors harmless against any and all costs resulting from third party claims and actions, including those by Authorized Users (whether non-consumers or consumers), resulting from: (i) Customer's breach of these Terms; or (ii) Customer's non-compliance with Applicable Laws.   

16. Limitations of liability 

Charge & Drive's responsibilities are effective only to the extent the Services are used in accordance with these Terms and any instructions made available to the Customer. 

Charge & Drive's liability is limited to the to the fullest extent permitted under applicable laws, including, where applicable, consumer protection laws. Notwithstanding anything to the contrary, Charge & Drive is not liable for any indirect or consequential loss or damage incurred by the Customer in connection with the use of the Services, including loss of profits, revenues, business opportunities, goodwill, or anticipated savings, or for any costs or damages incurred to any third parties.

In particular, Charge & Drive is not liable for any costs or damage caused by:  

(i) lack of compatibility of an EV with the Services; 

(ii) failure to install the provided updates;  

(iii) unavailability of the Services due to reasons for which Charge & Drive is not responsible for pursuant to these Terms; 

(iv) any damage caused by our charging partners providing charging services in our Charging Network; or 

(v) unavailability of the Services due to suspension. 

Charge & Drive's total liability arising out of or relating to the Services and/or these Terms is limited to the greater of (i) EUR 5,000, or (ii) the charging fees paid by the Customer during the preceding twelve (12) months.  

The limitations of liability set out in this Section 16 do not apply: (i) in case of damage caused by gross negligence or willful misconduct, breach of Sections 11 (Intellectual Property) or 12 (Confidentiality); or (iii) to a Party's obligations set out in Section 155 (Indemnification). 

17. Notices and complaints 

All notices under these Terms shall be provided to Charge & Drive in writing to the customer service using the contact information on the website chargedrive.com or, if separately agreed, to Customer's contact person. If Charge & Drive is required to notify the Customer, the notification shall be provided to the email address related to Customer's user account.  

The Customer shall notify Charge & Drive of any complaint for an incorrect charging fee or any other issue within 60 days of when the transaction became visible on the Customer's account. The Customer shall make any complaints through Charge & Drive's customer service using the contact information on the website chargedrive.com. 

Complaints must clearly indicate the type of issue. Charge & Drive will review of the issue together with a technical investigation, if necessary. Charge & Drive shall inform the Customer of the result and reasons for considering the complaint either justified or unfounded. In case the complaint concerning any incorrect charging fees is justified, Charge & Drive shall compensate the Customer for the incorrectly debited amount without delay. 

The Customer has no right for compensation for late notifications of complaints, or if the Customer fails to provide, after Charge & Drive's additional request, sufficiently clear information regarding the issue. 

18. Term and termination 

Either Party has the right to terminate these Terms with one (1) months' notice period. Customer can terminate these Terms by using the Charge & Drive mobile application or by contacting Charge & Drive's customer service, the contact details of which are available at Charge & Drive's website chargedrive.com. 

In addition to the foregoing, Charge & Drive has the right to terminate these Terms with immediate effect if: 

(i) The Customer has overdue outstanding payments, or the Customer has not provided valid, up-to-date payment information; 

(ii) The Customer has used the Services in breach of these Terms or its other obligations towards Charge & Drive; 

(iii) Charge & Drive has a reasonable cause to suspect that the Services are being misused; or 

(iv) Charge & Drive decides to cease the provision of the Services or part thereof in a way that affects all or a majority of Charge & Drive's customers. 

19. Changes  

Changes to the Services  

The Customer acknowledges and accepts that Charge & Drive constantly seeks to adapt the Services to demand and may change the scope and content of the Services from time to time, for instance to introduce new or modified technologies and/or devices to the Services to comply with legislation, maintain and promote information security, to implement changes to Charge & Drive's business operations or to adapt to a change of circumstances. 

To the extent that a material change to the Services is beyond what is necessary to keep the Services error-free and in conformity with Charge & Drive's quality standards and the law, Charge & Drive shall notify the Customer of such change by email. 

If a material change could negatively affect Customer's ability to use the Services, or Charge & Drive stops offering any Services altogether, Charge & Drive provides the Customer with a reasonable advance notice of such change by email before it becomes effective, or at the latest in connection with it becoming effective, together with information on Customer's right to terminate these Terms if the change has a  material negative impact for Customer's ability to use the Services.  

Changes to the Terms  

Charge & Drive retains a right to make changes to these Terms to reflect changes in the Services or if necessary for Charge & Drives business operations. Charge & Drive will notify the Customer of material changes to the Terms by email at least one (1) month before they become effective. The Customer accepts the changes when using the Services. If the Customer does not agree with the changes, the Customer can terminate the Services using the App or by contacting our customer service. 

20. Miscellaneous 

Relationship of the parties  

Nothing in these Terms shall constitute a joint venture, agency, partnership or any other form of association between the Parties that would empower either Party to act for, bind or otherwise create or assume any obligation on behalf of the other or to make any representation or warranty on behalf of the other Party, whether express or implied, and neither Party shall hold itself out as having authority to do the same. Customer shall not be deemed to be acting on behalf or as an agent of Charge & Drive in any respect regarding the Services or otherwise. 

Assignment 

Charge & Drive may assign these Terms, in whole or in part, to a group company or any other third party at its sole discretion. Charge & Drive shall notify the Customer of the assignment as provided in Section 17 (Notices and complaints) above. The Customer shall not assign these Terms or any of its rights and obligations hereunder to any party. 

No waiver 

Any failure or delay by a Party in exercising any right or remedy under the Terms shall not constitute a waiver. No waiver of any term or condition of the Terms or of any right or remedy arising in connection therewith shall constitute a continuing waiver. A waiver is not valid or binding on the Party granting that waiver unless made in explicitly writing with reference to the right or remedy being waived. 

Severability 

If any provision of the Terms is determined to be unenforceable or invalid, other provisions of these Terms shall remain in full force and effect. The Parties shall attempt, through negotiations in good faith, to replace any such invalid or unenforceable provision with a comparable provision that is enforceable and valid and reflects the commercial understanding of the Parties at the time of the Customer’s acceptance of these Terms. 

Survival 

Those provisions that by their nature are intended to survive the termination, cancellation or expiry of these Terms, including Sections 111 (Intellectual Property), 12 (Confidentiality), 13 (Personal data and privacy), 15 (Indemnification), 16 (Limitations of liability) and 21 (Governing law and dispute resolution) shall survive and continue in full force and effect. 

21. Governing law and dispute resolution 

These Terms are governed by the laws of the domicile of the contracting Charge & Drive party set out in Section 1 above, without regard to its conflicts of law principles or the provisions of the UN Convention for the International Sale of Goods (CISG). 

Charge & Drive tries to resolve all complaints and disputes in an amicable matter. In the event of disputes, the Customer is advised to contact Charge & Drive's customer service as a first instance. 

Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination of invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be the capital of the domicile of the contracting Charge & Drive party set out in Section 1 and the arbitral proceedings shall be conducted in the English language, but evidence may be submitted, and witnesses be heard, also in the local language of the domicile of the contracting Charge & Drive party set out in Section 1 above.