General Terms of Operations
Last updated: April 9, 2025
1. Agreement
1.1 The Client hereby agrees to integrate its charging stations with DejaBlue, and DejaBlue hereby agrees to provide the DejaBlue software to the Client in accordance with the terms of this Agreement.
1.2 The Operating Terms and Conditions are subject to the Terms of Use, which are incorporated by reference herein, and collectively
with the Operating Agreement form the "Agreement."
1.3 In the event of inconsistency between documents, the following order shall prevail: Operating Agreement, Terms of Access and Use.
2. License to Use the DejaBlue Software
2.1 DejaBlue hereby grants the Client a non-exclusive license to use the DejaBlue software during the Term of the agreement in France.
2.2 The Client may add an unlimited number of administrators with access to the Supervision Platform. Access rights can be configured and updated.
2.3 Through the Supervision Platform and Mobile Application, the Client may manage its charging stations and access the agreed features and services provided by DejaBlue. The total number of active charging stations will always be visible in the Site Owner Portal. A charging station is considered active once it has been installed with DejaBlue's software solution and marked as active in the Site Owner Portal.
2.4 Updates to the DejaBlue software are free. Fees associated with new features or options may be agreed upon in writing by the parties at any time.
2.5 DejaBlue will provide support services to the Client during the Term in accordance with the service level agreement (Appendix 1).
3. Use of the DejaBlue Software
3.1 The Client may only use the DejaBlue software in compliance with the terms of this Agreement.
3.2 The Client may not transfer, assign, or otherwise dispose of the license granted to use the DejaBlue software without prior written
confirmation from DejaBlue. The Client may not sublicense its license without prior written confirmation from DejaBlue.
3.3 The Client warrants that it will not use the DejaBlue software in connection with any illegal, fraudulent, or harmful activity, or in any way that could damage DejaBlue's reputation.
3.4 Any use by the Client of the Site Owner Portal and Mobile Application must comply with the separate Terms of Use, as updated from time to time.
3.5 The Client must not decompile or access the source code of DejaBlue.
4. Fees and Pricing
4.1 The Client shall pay the supervision subscription fee to DejaBlue in accordance with this Agreement. The invoice includes fees for all charging stations that were active during the period.
4.2 Transaction fees are calculated and billed per session to the end user based on activity recorded on each Charging Station and visible in the Supervision Platform. DejaBlue uses Stripe (or a similar payment intermediary) to secure these transactions. Stripe supports different payment methods, collects payments, and splits them between the Client and DejaBlue.
4.3 The Client can choose the frequency of reimbursement payments for energy costs directly in the Stripe platform.
4.4 All amounts mentioned in or related to this Agreement are exclusive of applicable value-added tax (VAT), which will be added to such amounts and payable by the Client to DejaBlue.
5. Payments
5.1 DejaBlue shall issue invoices for the Supervision Platform subscription to the Client on the last business day of a calendar month.
5.2 The Client must pay the fees to DejaBlue within 30 days from the invoice date. The due date will appear on the invoice. The Client must make payment using the bank details specified on the invoice.
5.3 If the Client fails to pay an invoice on time, DejaBlue has the right to charge late payment interest at a rate of 2.5% per month on any unpaid balance.
5.4 In case of failure to pay the Fees on time, DejaBlue may suspend access to the DejaBlue software for the Client, provided that the Client has not paid the outstanding amount within 14 days of receiving a late payment notice from DejaBlue. A suspension does not release the Client from its obligation to pay such invoices or any other fees owed to DejaBlue.
6. GDPR and Confidentiality
6.1 DejaBlue may collect, store, and use personal data from the End User. DejaBlue's Privacy Policy governs how DejaBlue collects, stores, and uses data collected from the website, the Portal, and the Mobile Application.
6.2 The Parties agree, for data protection laws, that each Party, to the extent it processes personal data, does so as an independent data controller, for its own separately determined purposes. Each Party individually agrees to be responsible for complying with its obligations as a data controller under applicable data protection laws. If needed due to future changes in the law or business relationship, the Parties shall agree in good faith to any necessary amendment to comply with applicable data protection laws.
6.3 Upon termination of this Agreement, the Client has the right to access its data for 6 months following the termination date.
6.4 Our GDPR Compliance Policy supplements our Privacy Policy and outlines DejaBlue’s GDPR compliance program.
7. Intellectual Property Rights
7.1 DejaBlue retains full ownership of all intellectual property rights relating to the DejaBlue software, including any documentation, technology, know-how, developments, future versions, and data.
7.2 Nothing in this Agreement shall be interpreted as a transfer or assignment of intellectual property rights from DejaBlue to the Client, or vice versa.
7.3 The Client acknowledges and agrees not to engage in any activity that could infringe DejaBlue's intellectual property rights or attempt to obtain a copy of the underlying software of any DejaBlue products.
7.4 Intellectual property rights on developments, designs, or implementations specifically provided to the Client remain the exclusive property of DejaBlue, unless otherwise agreed in a separate project plan.
7.5 The Client hereby grants DejaBlue the express right to use the Client’s company name and logo in marketing materials, sales, financial documents, public relations, and other communications solely for the purpose of identifying the Client as a DejaBlue customer. DejaBlue hereby grants the Client the right to use DejaBlue’s name and logo solely to identify DejaBlue as a service provider to the Client. Neither Party may use the trademarks, code, designs, or specifications of the other Party in other contexts without prior written consent.
7.6 The Client shall always respect DejaBlue’s brand and trademarks in its marketing efforts. The Client shall comply with our brand guidelines and reasonable instructions.
8. Limitation of Liability and Indemnification
8.1 The Client acknowledges that the DejaBlue software is provided "as is" and may be changed, updated, interrupted, or suspended at any time with reasonable notice. DejaBlue will make reasonable efforts to notify the Client in advance of any changes, updates, or interruptions. DejaBlue agrees to provide reasonable notice (minimum 5 business days) to the Client if any functionality of the DejaBlue software is to be suspended. The software is designed and compatible only with hardware systems specified as Charging Stations/Plugs.
8.2 DejaBlue assumes no responsibility for Charging Station hardware and shall not be liable for any matter arising from the hardware, regardless of the form of any claim or action (whether in contract, negligence, strict liability, or otherwise) to the extent the use of DejaBlue software caused (i) such liability as referenced in the Terms of Use, (ii) property damage, fire, personal injury; (iii) product liability; or (iv) security breaches.
8.3 In no event shall DejaBlue be liable for aggregate damages for all claims exceeding the amounts paid by the Client to DejaBlue under this Agreement during the 12 months preceding the date the first claim was made.
8.4 The Client agrees to indemnify and hold DejaBlue harmless from any claim made against DejaBlue by an End User, a sublicensee of the Client, or any Third Party arising from an issue, defect, or malfunction related to the Charging Station hardware.
8.5 The Client acknowledges that DejaBlue will not provide any legal, financial, accounting, or tax assistance under this Agreement or in relation to the DejaBlue software; and, except as expressly stated in this Agreement, DejaBlue makes no warranties or representations that the software or its use by the Client will not give rise to legal liability for the Client or any other party.
9. Term and Termination
9.1 This Agreement shall take effect from the Effective Date and remain in force for the duration of the agreed Initial Term. After the Initial Term, the Agreement shall automatically renew for a period of twelve (12) months on each anniversary of the Effective Date (each a "Renewal Term"), unless either Party terminates the Agreement with one (1) month's written notice before the end of the Initial Term or the then-current Renewal Term, as applicable.
9.2 If either Party commits a material breach of this Agreement, and such breach is not remedied within 30 days following written notice from the other Party, the non-breaching Party may immediately terminate the Agreement. If a breach is inherently not remediable, the other Party may terminate the Agreement immediately.
9.3 Subject to applicable law, either Party may immediately terminate this Agreement by giving written notice to the other Party, if the other Party: (i) is dissolved; (ii) ceases to carry on all (or substantially all) of its business; (iii) is or becomes unable to pay its debts when due; (iv) is or becomes insolvent or declared insolvent; (v) calls a meeting or enters into or proposes any arrangement or composition with its creditors; (vi) has an administrator, administrative receiver, liquidator, receiver, trustee, manager, or similar appointed over all or any of its assets; or (vii) is subject to a winding-up order or passes a resolution for winding up.
9.4 DejaBlue may terminate this Agreement with 30 days’ written notice if the Client fails to make a timely payment.
10. Force Majeure
10.1 If a Force Majeure event results in a failure or delay in the performance of a Party's obligations under this Agreement (excluding payment obligations), such obligations shall be suspended for the duration of the Force Majeure.
10.2 A Party becoming aware of a Force Majeure event affecting, or potentially affecting, the performance of its obligations must: (i) promptly notify the other Party; and (ii) inform the other Party of the expected duration of the failure or delay.
10.3 A Party affected by a Force Majeure event shall take reasonable steps to mitigate the impact of the event.
11. Effects of Termination
11.1 The Parties’ obligations that, by their nature, should survive termination (including but not limited to usage restrictions, limitation of liability, indemnification, confidentiality, and intellectual property rights) shall remain in force after termination.
11.2 The Client must cease all use of the DejaBlue software upon termination. Unless expressly stated otherwise in this Agreement, termination shall not affect the accrued rights of either Party.
11.3 Within 30 days following termination for any reason: (i) the Client shall pay DejaBlue all Fees for software provided up to the date of termination; (ii) DejaBlue shall refund any Fees paid for services not rendered beyond the termination date, without prejudice to other legal rights; and (iii) the Client shall, at DejaBlue’s written request, return or destroy all documents and materials received from DejaBlue, including all copies.
11.4 Upon termination, the Client may request a complete charging history report covering the contract duration. The Client may also request deletion of any personal data.
12. Confidentiality
12.1 Neither Party shall disclose the terms of this Agreement, pricing, or any information designated as confidential or reasonably considered confidential to a third party, except as permitted by this Agreement or required by law or governmental authority. In such case, the disclosing Party shall notify the other Party as soon as reasonably possible.
13. Miscellaneous
13.1 This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior client purchase terms or other agreements, arrangements, or understandings.
13.2 If any provision of this Agreement becomes illegal, invalid, or unenforceable, that provision shall be modified to best reflect the original intent, and the remaining provisions shall not be affected.
14. Updates
14.1 From time to time, DejaBlue may update the Terms of Use. By using the DejaBlue software at any time, the Client agrees to be bound by the terms applicable at the time of use.
14.2 DejaBlue reserves the right, at its sole discretion, to modify, update, or revise these Operator Terms and Conditions at any time. Any substantial revision will be notified to the Client one (1) month in advance of becoming effective. Any use of the DejaBlue software after such notification shall be deemed acceptance of the revised Operator Terms and Conditions by the Client.
15. Definitions
"Agreement" means the Operator Agreement, the Operator Terms and Conditions including its appendices, and the Terms of Use, as amended from time to time in writing;
"Business Day" means any day other than a weekend or public holiday in the country where the Client is headquartered;
"Business Hours" means the hours between 09:00 and 18:00 on a Business Day;
"Charging Point" means an installation suitable and intended for charging electric (or plug-in hybrid) vehicles;
if this installation has multiple sockets enabling simultaneous vehicle charging, each socket shall be considered a Charging Point under this Agreement
"Data Protection Laws" means the General Data Protection Regulation (EU Regulation 2016/679) and other applicable EU or local laws governing personal data processing;
"DejaBlue Software" means the charge point management system provided via the Portal and Mobile Application by DejaBlue to the Client as a service, including support services where applicable, in accordance with this Agreement;
"Effective Date" means the date on which both Parties signed this Agreement;
"End User" means an individual user who uses or accesses a service provided by DejaBlue, such usage and access being governed separately and not by this Agreement;
"Fees" includes Subscription Fees, Transaction Fees, and Sub-License Fees, as agreed in writing in the Operator Agreement or otherwise;
"Force Majeure" means an event or series of related events beyond the reasonable control of the affected Party, such as internet or public telecom failures, hacker attacks, denial-of-service attacks, viruses or other malicious software, power outages, third-party industrial disputes, legal changes, natural disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks, and wars;
"Initial Term" means the agreed years or months beginning on the Effective Date during which both Parties are bound by this Agreement;
"Intellectual Property Rights" means all intellectual property rights worldwide, whether registrable or not, registered or unregistered, including applications or rights to apply for such rights (including, but not limited to, copyrights and related rights, database rights, confidential information, trade secrets, know-how, trade names, trademarks, service marks, unfair competition rights, patents, utility models, semiconductor topography rights, and design rights);
"Mobile Application" means the mobile application known as DejaBlue EV Charging made available by DejaBlue via the Google Play Store and Apple App Store;
"Party" means either the Client or DejaBlue, collectively referred to as the "Parties";
"Personal Data" means any information directly or indirectly identifying an individual, including information defined as "personal data," "personal information," or "personally identifiable information" under Data Protection Laws;
"Subscription Fees" means fees payable by the Client for configuring Charging Point(s) on the DejaBlue platform;
"Supervision Platform" means the DejaBlue supervision platform and its features to which the Client is granted access under the terms of this Agreement;
"Term" means the duration of this Agreement, starting from the Effective Date and remaining in force as per section 9.1;
"Terms of Use" means the terms of use as updated from time to time and available on DejaBlue’s website;
"Third Party" means any person other than DejaBlue or the Client;
"Transaction Fees" means fees payable by the Client or sublicensee for using the DejaBlue Software for billing and payments;
"Written" means a valid and binding commitment to update the Agreement or notify the other Party in writing, including via Portal updates (unless the other Party objects without undue delay).
Appendix 1 (Service Level Agreement)
1. Introduction
1.1 This Service Level Agreement sets out the service levels applicable to the Support Services that DejaBlue will provide to the Client under the Operator Agreement.
1.2 DejaBlue will provide Support Services in accordance with the standard of skill and care reasonably expected from a leading charge point management software provider.
1.3 DejaBlue will provide Support Services directly to the Client or its employees. This SLA does not cover support to the Client’s end customers or direct support to end users.
1.4 SLA Definitions
"Availability" means the availability of the DejaBlue Software. The availability score excludes Planned Maintenance and third-party services not developed by DejaBlue, such as roaming provider status and external charge point integrations. Charge points remain operational and capable of delivering charges even if the supervision software is unavailable; data is then reported asynchronously with no data loss.
"Planned Maintenance" means routine maintenance of DejaBlue’s IT platform to ensure availability, reliability, and stability of the software. DejaBlue strives to schedule all planned maintenance outside Business Hours.
"Support Services" means support to Enterprise clients related to issue response and resolution for the DejaBlue Software, under the service levels defined herein, excluding training services.
2. Support Services
2.1 DejaBlue shall provide the Support Services as defined in this SLA to the Client during the Agreement Term.
2.2 DejaBlue shall provide a support chat system and ticketing system (the "Support Channels") operational 24/7 for submitting requests. These are accessible via the Site Owner Portal or the Mobile Application.
2.3 The Client must submit all support requests through the Support Channels. Requests must reasonably describe the technical issue encountered.
2.4 All Support Services shall be provided remotely. On-site work shall only be done if expressly agreed in writing and subject to on-site consulting fees.
3. Response and Resolution Times
3.1 DejaBlue support agents will respond initially to all requests received via the Support Channels. Agents will reasonably determine severity level and respond within the times listed in section 3.3.
3.2 The initial response shall include: a) an acknowledgment of the request, and b) if possible, an initial diagnosis and estimated timeline for resolution.
3.3 DejaBlue will use best efforts to resolve issues promptly and in line with the following target resolution times:
Niveau de sévérité | Description | Temps de réponse initial | Délais de Résolution Cibles |
|---|---|---|---|
P3 (modéré) | L'activité principale du Client n'est pas affectée, mais le problème nuit à l'efficacité d'un ou de plusieurs employés. Possibilité d'impact sur les performances si le problème n'est pas résolu. | 2 jours ouvrés | 10 jours ouvrés |
P2 (sérieux) | Certains aspects de l'activité du Client peuvent se poursuivre, mais il s'agit d'un problème majeur. La capacité des Utilisateurs Finaux à fonctionner est affectée. Risque élevé d'indisponibilité du serveur. | 4 heures ouvrées | 5 jours ouvrés |
P1 (critique) | Incapacité du Client à fonctionner. | 2 heures ouvrées | 5 heures ouvrées |
4. Response and Resolution Guarantee
4.1 DejaBlue shall meet the above response and resolution targets in 90% of cases in at least 3 out of 6 consecutive months. If DejaBlue fails to meet this guarantee, the Client may terminate the Agreement with one month's notice.
5. Availability Guarantee
5.1 DejaBlue guarantees the following availability levels and provides the applicable Subscription Fee discounts if unmet:
- <95% Availability – 10% discount on monthly invoice
- <90% Availability – 50% discount on monthly invoice
5.2 These discounts constitute the Client’s "sole and exclusive remedy" for SLA violations by DejaBlue.