Mina Fleet Terms of Service

Overview 

Mina’s fleet solution enables fleet owners to view and pay for the energy used to charge EVs at their driver’s homes, in public and the workplace using compatible chargers and networks.  

Mina will provide a solution for the Client’s EV fleet drivers (Drivers). The solution will enable the Client to view and pay for the energy used to charge their EVs at their driver’s homes using compatible chargers. Mina will also provide a Mina-branded RFID charging card to allow Drivers to authorise charge sessions at public chargers as part of their solution provided by Mina.

Definitions

Business Day means any day between Monday to Friday, excluding Bank Holidays and Public Holidays.

Business Hours means the hours of 9am-5pm on each Business Day.

Confidential Information means any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party or of any member of its group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.

Customer Application means the application signed by the customer, outlining the key terms and fees of this agreement.

Driver means a fleet driver of the Client

Driver App means the mobile application which displays the cost of each charger session carried out at the Driver’s home and on the road, and the value of any credits made to the Driver’s home Electricity Supplier

Electricity Supplier means the supplier of electricity to the Driver's property 

EV Charging Payment means the payment for electricity to the Electricity Supplier in respect of the charging of the Driver's vehicle for business use

Fleet Platform means the software platform to which the Client has access and which is described in the Scope of Services at Appendix  1. 

Force Majeure Event means any circumstance not in a party's reasonable control including:

  1. acts of God, flood, drought, earthquake or other natural disaster;

  2. epidemic or pandemic;

  3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

  4. nuclear, chemical or biological contamination, or sonic boom;

  5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;

  6. collapse of buildings, fire, explosion or accident;

  7. non-performance by suppliers or subcontractors; and

  8. (viii)interruption or failure of utility service.

Intellectual Property Rights means all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software (including any source code or object code), data, database right, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Licence Fee means the licence fee described in clause 1.1 of Appendix 2

Mina Platform means the software and dashboard provided by Mina as part of the scope of services.

Programme means the programme established by the Client for the charging of Driver's vehicles using the Mina solution in accordance with this Agreement.

RFID Charging Card means radio-frequency identification card which can be used for authorising EV charging on public networks.

Key Terms 

  1. Term

    1. This Agreement takes effect on the date specified in the Customer Application and shall continue, unless otherwise terminated in accordance with clause 5 of this Agreement.

  2. Client's role 

    1. The Client will identify Drivers to participate in the Programme. 

    2. The Client acknowledges and accepts that Drivers with a pre-pay electricity meter cannot participate in the programme if using Homecharge. 

    3. The Client will send Mina the contact information for the Driver.

    4. Each Driver will give Mina permission to access the data from the Driver’s charge point and charge point session data. 

    5. The Client will ensure it and its Drivers do not use the RFID Charging Cards improperly or fraudulently. 

  3. Mina’s role 

    1. Mina will provide the Scope of Services as set out in Appendix 1. 

    2. Mina will provide the Client access to the Fleet Platform. 

    3. Mina will provide Drivers with RFID Charging Cards for use on all Mina’s public partner EV charging networks.

    4. The Driver App will enable Drivers to connect their charger to the Mina Platform and link their home energy account. 

    5.   Mina will connect to the compatible home charger in the Driver’s home. 

    6. Mina will provide the Client with a single invoice for the costs of charging the EVs at employees’ homes and in public. 

    7. Mina will provide a privacy policy to the Client and to each Driver. Each Driver shall be required to accept the privacy policy (incorporating any additional terms from our public partner netwroks for use of the RFID Charging Card by Drivers) via the Driver App.

  4. Pricing and Payment  

    Unless otherwise agreed in writing, the Client shall pay all valid invoices in accordance with the Pricing and Payment Terms set out at Appendix

  5. Termination

    1. If either party commits a material breach of this Agreement, the other party will have the right at any time to terminate the whole or any part of this Agreement if:

      (a) such breach is irremediable; 

      (b) such breach is capable of remedy and relevant party has failed to remedy such breach within 10   Business Days after the issue of a written notice requiring it to do so; or

      (c) is prevented from performing substantially all of its obligations by a Force Majeure Event for a continuous period of more than 90 days.

      If this Agreement terminates under this clause 5.1, Mina shall be entitled to receive the full balance of any outstanding fees and charges payable by the Client.  In the case of material breach of this agreement by Mina, it shall be liable to the Client for any additional reasonable and properly-incurred costs in managing the cessation of the Mina Services. The Client shall have a duty to mitigate its liability in respect of this clause 5.

    2. Mina will be entitled to terminate the whole or any part of this Agreement under clause 5.1 if such termination is due to a failure by the Client to pay the Licence Fee.

    3. Either party will have the right at any time to terminate this Agreement immediately if the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986. 

    4. After the Initial Term The Client may terminate this Agreement on written notice by giving no less than 30 days notice and the date of termination cannot be earlier than the last day of the month of termination. In such event the Client will be liable to pay the full balance of any outstanding charges to Mina.

    5. Expiry or termination of this Agreement will not affect a party's accrued rights and obligations at the time of expiry or termination.

  6. Liability and Indemnity

    1. For the avoidance of doubt, nothing in this Agreement limits or excludes either party's liability for:

      1. death or personal injury resulting from negligence; or

      2. any fraud or fraudulent misrepresentation or wilful default; or

      3. any matter for which it would be unlawful to exclude or restrict liability.

    2. Subject to clause 6.1 and except in relation to liability arising under clause 6.4, the liability of one party to the other for any breach of this Agreement, for any negligence, or arising in any other way out of the subject-matter of this Agreement will not extend to any indirect or consequential damages or losses, or to any loss of profits, loss of bargain, loss of revenue, loss of business, loss of contracts or opportunity, whether direct or indirect; even if, in any such case, the party bringing the claim has advised the other of the possibility of those losses or if they were within the other party's contemplation.

    3. Except in relation to liability arising under clauses 3.6, 4 and 6.1, the maximum liability of one party to another in connection with this Agreement or its subject matter shall not exceed the amounts payable by the Client to Mina in the twelve months preceding the event giving rise to liability, or, if the event giving rise to liability takes place in the first twelve months of this Agreement, the total amount payable by the Client to Mina in the first twelve months of this Agreement. 

  7. Marketing and Brand 

    1. Both parties will ensure that it will cause no adverse publicity, public criticism or damage to the reputation of the other.

    2. Neither Party will make any announcement, publicity statement or communication relating to the other, its group companies, this Agreement or its subject matter (other than within that Party’s own organisation) in any way without the prior written approval of the other Party (except as required by Applicable Law or by any Authority.

  8. Review and progress reporting 

    1. Mina and the Client shall hold bi-weekly calls to review the relationship and customer experience. 

  9. Intellectual Property 

    1. Mina retains ownership of all Intellectual Property Rights in its technology and provides the Client a licence to use any intellectual property that is supplied to the Client solely to the extent necessary to allow Mina to provide the services to the Client, and/or for the Client to promote the Mina Platform to its customers.  

  10. Data Protection 

    1. The following definitions apply to this clause 10: 

      1. Adequacy Decision means a decision of the European Commission or the UK made pursuant to the Data Protection Legislation that the laws of a country ensure an adequate level of protection or any other decision or position adopted to govern the international transfer of personal data as published and agreed by the respective territories', governments, supervisory authorities' or other relevant decision making bodies (in particular the European Commission and the UK).

      2. Agreement Personal Data means any and all personal data (including but not limited to the personal data of Drivers) which is processed by either party as a result of or in connection with this Agreement.

      3. 'controller', 'data subject', 'personal data', 'personal data breach', 'processor' and 'processing (including processed and process)' shall have the meaning set out in the Data Protection Legislation.

      4. UK Data Protection Legislation means all applicable data protection and privacy legislation in force at any time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

    2. Each party shall comply at all times with all applicable requirements of the Data Protection Legislation when processing Agreement Personal Data and shall not do, fail to do, or permit to be done, anything which causes the other party to be in breach of its obligations under the Data Protection Legislation.

    3. The parties acknowledge and agree that the allocation of the role of controller, joint controller or processor is a question of fact rather than being determined by contractual agreement. However, the parties agree that circumstances may arise in connection with the obligations of the parties under this Agreement whereby:

      1. both parties are independent data controllers of Agreement Personal Data; and

      2. Mina acts as a data processor on behalf of Client in relation to Agreement Personal Data.

    4. The parties agree that each party will act as an independent controller in respect of the contact details of the other party under this Agreement. In addition, Mina will be an independent controller in relation to any Driver marketing consent given (or not given) in relation to details of third party energy tariffs. 

    5. When acting as independent data controllers, notwithstanding their obligations under clause 10.2, each party shall:

      1. establish and maintain a lawful basis for processing the Agreement Personal Data in accordance with the Data Protection Legislation and, where a party no longer has a lawful basis to process all (or part of) the Agreement Personal Data, the party shall permanently and securely delete all the relevant parts of (as applicable) the Agreement Personal Data;

      2. provide reasonable cooperation and assistance to the other party to enable the latter party to fulfil its respective obligations regarding Agreement Personal Data under the Data Protection Legislation 

    6. When Mina (as a processor) processes Agreement Personal Data on behalf of the Client (as a controller), Mina in each case shall, notwithstanding its obligations under clause 10.2, at all times in relation to Agreement Personal Data:

      1. only process Agreement Personal Data for the purpose of providing the services under this Agreement  (and for no other purpose whatsoever) and only in accordance with the Client's written instructions and as set out in the particulars of data processing set out in Appendix 3 to this Agreement;

      2. notify Client as soon as is reasonably practicable if Mina reasonably believes an instruction from the Client breaches (or could cause either party to breach) the Data Protection Legislation;

      3. process Agreement Personal Data other than in accordance with clause 10.6(a) only if required to do so by applicable law, in which case Mina shall inform the Client of the relevant legal requirement before processing (unless making such disclosure to the Client would breach applicable law);

      4. ensure that access to the Agreement Personal Data is strictly limited to persons (including any employee or sub-processor) who need access to it as necessary to perform the services under this Agreement and that all such persons are:

        1. subject to contractual or statutory obligations of confidentiality;

        2. assessed by Mina to ensure their reliability in advance of being given access to Agreement Personal Data; and

        3. given appropriate training in the care and handling of personal data;

      5. keep complete and accurate records of all processing activity carried out by Mina in accordance with this Agreement as required by the Data Protection Legislation;

      6. ensure that Agreement Personal Data is kept secure and shall implement and at all times maintain appropriate technical and organisational measures to protect Agreement Personal Data (ensuring in each case a level of security appropriate to the risk) to prevent, and take prompt and proper remedial action against, unauthorised or unlawful processing, accidental loss of or damage to the Agreement Personal Data;

      7. not, without the prior written authorisation of Client (such authorisation not to be unreasonably withheld or delayed), transfer or disclose (or permit the transfer or disclosure of) the Agreement Personal Data:

        1. from the UK to a territory outside the UK or the European Economic Area ('EEA') to a territory that is not otherwise subject to an Adequacy Decision;

        2. from a territory within the EEA to a territory outside of the EEA that is not otherwise subject to an Adequacy Decision,

        such a transfer being in each case an "International Transfer". Where Client provides its authorisation to an International Transfer, Mina shall ensure that there are appropriate safeguards in place regarding this processing of Agreement Personal Data to ensure that the International Transfer complies at all times with the requirements of Data Protection Legislation. Each party agrees to use all reasonable endeavours to procure that it shall, and where applicable any necessary third party (including any sub-processor) shall, promptly execute and deliver such documents and perform such acts as may be required to ensure that any International Transfer is compliant with the Data Protection Legislation, including but not limited to where current Standard Contractual Clauses are deemed invalid, replaced or updated by the European Commission and/or UK Government;

      8. promptly notify Client in writing of any notices received by Mina relating to the processing of any Agreement Personal Data, including requests from individual data subjects in relation to the exercise of their rights (including subject access requests), complaints and/or correspondence from any regulatory body including any competent data protection supervisory authority and provide such reasonable information and assistance as Client may reasonably require in relation to any such notice; 

      9. provide reasonable assistance to the Client in meeting its obligations under the Data Protection Legislation with respect to data security, breach notification (including notifications to competent supervisory authorities and/or data subjects), data protection impact assessments and prior consultation with or notification to a competent data protection supervisory authority;

      10. in the event of a breach of the security of Agreement Personal Data including any personal data breach, Mina shall (without prejudice to clause 10.6(i) above);

        1. within 48 hours of discovery of the relevant incident, provide Client with details in writing of the breach;

        2. initiate an investigation and take appropriate steps to remedy the breach;

        3. promptly implement measures to ensure there is no repetition of the incident in the future; 

        4. promptly implement measures and take steps to mitigate risks of harm or distress to individual data subjects;

        5. promptly provide Client with details of the steps and measures taken to investigate the breach and mitigate associated risks to data subjects; and

        6. comply with all reasonable requests made by Client in respect of the same;

      11. at Client's option, return or securely delete all Agreement Personal Data and copies of it on termination or expiry of this Agreement, unless Mina is required by applicable law to continue to process that Agreement Personal Data, in which case Mina shall notify the Client, in writing, of what that applicable law is (unless making such disclosure to the Client would breach applicable law);

      12. not permit any processing of the Agreement Personal Data by any agent, sub-contractor, supplier or other third party ('sub-processor') without the prior written authorisation of the Client in each case (such authorisation not to be unreasonably withheld or delayed), and shall ensure in each case that prior to the sub-processor processing any Agreement Personal Data the sub-processor shall enter a written contract with Mina which is on terms no less onerous to those set out in this clause 10.6. Client hereby authorises Mina's current sub-processors as are set out at Appendix 3. Notwithstanding the engagement of any sub-processors, Mina shall remain liable to Client for the acts and omissions of such third parties as if they were acts and omissions of Mina; 

      13. at the reasonable request of Client, make available to Client all information necessary to demonstrate Mina's compliance with its obligations under this clause 10.6; and

      14. permit Client and Client's representatives to inspect and audit Mina's premises and data processing activities and comply with all reasonable requests to enable Client to verify and/or procure that Mina is complying with its obligations under this clause 10.6. Client shall provide Mina with at least 30 calendar days' written notice of any such audit (unless it is not reasonable to do so as a result of a personal data breach or the request of a competent supervisory authority, in which case, the parties shall agree reasonable notice). Any such audit shall be limited to Mina's normal working hours and Client shall take reasonable steps to ensure that such an audit has minimal impact on Mina's day to day business activity. 

    7. Any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other parties, give grounds to either or both of the parties to terminate this Agreement with immediate effect. 

  11. Confidentiality 

    1. Each party may disclose the other's Confidential Information only to such of its directors, officers, employees, advisers, agents and other third parties who need to know  it for the purpose of either party performing its obligations under this Agreement.  

  12. Insurance obligations

    1. During the Term of this Agreement and for a period of two (2) years thereafter the Client shall maintain in force, with a reputable insurance company, adequate insurance cover in respect of its insurable liabilities and risks under this Agreement.

    2. Without prejudice to the generality of clause 12.1, the Client shall maintain and provide evidence of: 

      1. Public Liability Insurance with a minimum cover limit of £5 million; and

      2. Employers Liability with a minimum cover limit of £5 million; 

    3. During the Term of this Agreement and for a period of two (2) years thereafter Mina shall maintain in force, with a reputable insurance company, adequate insurance cover which shall include: 

      1. Public Liability Insurance with a minimum cover limit of £5m

    4. The provisions of this clause 12 shall survive termination of this Agreement.

  13. Notices 

    1. A notice given under this Agreement is deemed to have been duly received on the date (or if that date is not a Business Day, then on the next Business Day) that where a notice is sent by email, receipt of the email is confirmed or acknowledged, including by transmission of an automatic electronic read receipt or manual acknowledgement from the recipient.

    2. The relevant addresses for notices served under clause 13.1 above are:

      1. For Mina: Mina Digital, Unit 10,  1 Burton Lane, Sheffield, S3 8BW, for the attention of; The Legal Team, email legal@mina.co.uk Office number 0114 400 0151 

      2. For the Client: at the Client’s registered office.

  14. Further assurance

    At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

  15. Variation

    No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

  16. Rights of Third Parties

    A person who is not a Party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.  

  17. Disputes

    1. If any dispute arises in connection with this Agreement, a director or other senior representatives of the parties with authority to settle the dispute will, within 15 Business Days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

    2. If the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 15 Business Days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing ("ADR notice") to the other party to the dispute, referring the dispute to mediation. A copy of the request should be sent to CEDR. Unless otherwise agreed, the mediation will start not later than 20 Business Days after the date of the ADR notice.

    3. No party may commence any court proceedings/arbitration in relation to any dispute arising out of this agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. 

  18. Governing Law and Jurisdiction

    1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation.

    3. If any court or competent authority decides that any of the provisions of this Agreement are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

  19. Entire Agreement

    1. This Agreement constitutes the entire agreement between the Parties in respect of the subject matter referred to herein and supersedes all previous contracts, agreements, arrangements and understandings between the Parties (whether written or oral) in respect of the same.

    2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.


Appendix 1 - Scope of Services

Mina Fleet Charging Solution

Overview of service

The Mina driver payment solution enables payment of the electricity used to charge EVs at employees’ homes using integrated home chargers and public networks.

The cloud based software consists of; 

  • a fleet dashboard that displays cost, consumption, and carbon intensity of each Driver, vehicle and charge session.

  • a Driver Portal.

The software provides the following services;

  • Onboard a Driver, including obtaining information about the Drivers' Electricity Supplier and home charge point.

  • Integrate with compatible home charge points installed at Drivers' homes, to obtain the consumption data of electricity used to charge vehicles at a Driver’s home.

  • Provide a single invoice for the costs of charging the EVs at employees’ homes.

  • Manage the payment to the Drivers’ home Electricity Suppliers for the cost of charging their company EV.

Public Access RFID. 

  • Mina will provide each Driver with a RFID Charging Card which will enable charging at partner networks. 

Home charging payment and data flow

  1. Data is combined from the Drivers’ charge points (kWh consumption), national grid (g/CO2 per kWh), and the tariff data stored in Edison (our operating platform) collated during Driver onboarding.

  2. Charging activity can be viewed in the driver and fleet manager portals.

  3. Following each calendar month end, the Client will receive an invoice with the total home and public charging costs and Mina’s fees, The backing data will be available in the fleet portal.

  4. Once the invoice has been paid, Mina will remit payment directly to the Drivers’ Electricity Suppliers.

  5. The Driver is sent payment notification by SMS and a history of payments is available in the Driver portal.

SLAs

Key Process

Access to the Fleet Platform:

  • Access restored within 24 hours from the first report during normal Business Hours.

Access to the Driver portal:

  • Access restored within 24 hours from the first report during normal Business Hours.

Invoice queries:

  • 80% resolved within 3 Business Day

  • 95% resolved within 5 Business Days

  • 99% resolved within 10 Business Days

General Client and Driver queries:

  • All queries by phone or email shall be answered and acknowledged within 2 Business Days.

Fleet Platform Uptime

  • 99%

  • Unplanned downtime restored with 24 hours

Utility Payment Queries:

  • 80% resolved within 1 Business Day

  • 95% resolved within 3 Business Days

  • 99% resolved within 10 Business Days

Password Reset

  • Online with 30 minutes

Maintenance 

  • 5 days' notice of planned maintenance 

  • Maximum access restricted for 24 hours during Business Days.


Appendix 2 - Pricing and Payment Terms

  1. The Client will pay the fees set out in the Customer Application 

  2. The Client shall also pay any additional fees required in connection with the use by the Drivers of the RFID Charging Cards cards, including:

  3. Any costs or liabilities imposed on Mina in respect of lost or replacement cards which is a cost of £5 per card, or which arise through the provision of false or incomplete information or which arise in respect of improper or negligent use of the RFID Charging Cards by the Client or its Drivers. 

  4. Mina shall ensure all taxes for which it is liable arising from the provision of the EV Charging Services are properly settled. 

  5. Invoices shall be submitted electronically to the billing contact provided the the Client.

  6. The Client will, setup a direct debit to pay its invoices. 

  7. If the Client disputes an invoice, it will notify Mina within 5 working days of receipt of the invoice in writing giving clear reasons. Subject to these being valid reasons under this Agreement the Client may withhold from payment on the due date that part of any invoice which it disputes until the dispute is resolved.

  8. If either Party fails to make any payment under this Agreement on or before the due date, the Party entitled to payment may charge interest at the rate of five (5) per cent per annum above the base rate from time to time of the Bank of England on the outstanding amount from the day after the due date until the date of payment (both before and after judgment) and it will accrue (but not compound) from day to day.


Appendix 3 - Description of processing

Subject matter of the processing

The processing of personal data to the extent necessary for Mina to provide the services under this Agreement to the Client. 

Duration of the processing

The duration of this Agreement. 

Nature of the processing

The processing of personal data to the extent necessary for Mina to provide the services under this Agreement to the Client.

Purpose of the processing

The processing of personal data to the extent necessary for Mina to provide the services under this Agreement to the Client.

Personal Data types

The name, postal address, contact details, EV type, home charger type, energy supplier and energy tariff, charging session details (both at home and away from home) and all other personal data of a Driver processed by Mina in providing the services under this Agreement. 

Categories of Data Subjects

The Drivers