Background

Milton Keynes Council is offering to install Charge Point(s) for electric vehicles at destinations as part of the Go Ultra Low City (GUL) Scheme and you have indicated you want to install one or more Charge Point(s) at the Property (which you own or operate) under the terms of this Agreement. In order to qualify for this scheme you must:

    1. own the land on which the Charge Point(s) will be located or have written permission from the land owner;
    2. provide a permanent dedicated Parking Bay adjacent to each Charge Point socket;
    3. allow authorised users access to the Charge Point(s) at all times where appropriate
    4. pay all electricity costs of the Charge Point(s); and
    5. have the Charge Point installed and fully operational before 1 January 2020. 

1. Definitions and Interpretation

1.1 In this agreement, these definitions shall apply, unless the context otherwise requires:

Agreement

means this agreement, including any schedule or appendix;

 

Authorised User

means an electric vehicle owner or operator and who holds a valid Charge Point Swipe Card;

 

Charge Point Partner

means a person (other than you) which has agreed with us in writing to help promote, install and/or maintain the Charge Point(s);

 

Charge Point

 

means a controlled access electric vehicle charging post or wall unit together with associated electrical installation to permit recharging of electric vehicles which we install or operate, whether at the Property or otherwise;

 

Confidential Information

means any and all information (including the terms of this Agreement, price information, specifications, documentation and plans) disclosed by one party to the other relating to its operations, plans, intentions, data, know-how, formulae, pricing, trade secrets, market opportunities and business affairs, whether or not in writing and whether or not marked as “confidential”, including:

  1. all information received by one party from the other party relating to it or its Group Companies, and the businesses conducted by them; and
  2. any information, documents and materials (in whatever form) provided under or in connection with this Agreement or any transaction contemplated by it;
 
 

Signage

 

means signage which may be placed in close proximity to the Charge Point(s) which (a) refers to or indicates a Charge Point, (b) bears a logo and branding we specify and (c) and is in a format we have approved;

 

Parking Bay

means a permanent dedicated parking bay situated adjacent to each Charge Point(s) (in the position agreed by us in writing) so as to allow an electric vehicle parked in to be charged at each Charge Point;

 

Working Day

means a day when banks in the City of London are generally open for normal business.


1.2 Unless the context otherwise requires (a) the clause headings of this Agreement are for ease of reference only and shall not affect its interpretation or construction of this Agreement and (b) the expression person in this Agreement shall include any firms, individuals, partnerships, government agencies, committees, departments, authorities, partnerships and other bodies corporate or unincorporated whether having distinct legal personality or not.


2. Installation and use of charge points

2.1 Subject to survey results, we will supply the Charge Point(s) and install it/them at the Property at the location you have agreed with us.

2.2 We will maintain the Charge Point(s) and keep it/them in good repair and condition. If a Charge Point breaks or stops operating in accordance with the manufacturer’s warranty, we will repair or (if we think it necessary) replace the broken or defective Charge Point. All non-warranty repairs are your responsibility.

2.3 If you become aware of any disrepair, damage, fault or maintenance issues with a Charge Point or complaints relating to it, you must tell us about these as soon as possible by phoning the helpline at 0330 016 5126 or e-mail customerservices@chargemasterplc.com.

2.4 We will make good any damage to any part of the Property we cause while carrying out our obligations under this Agreement.

2.5 If a Charge Point is damaged due to your actions or omissions (including those of your employees, contractors or customers), you must tell us immediately using contact details shown in 2.3 above. We may then inspect, repair and/or replace the Charge Point as we think appropriate, and you must reimburse all our costs. All non-warranty repairs are your responsibility.

2.6 We retain title to all Charge Point(s).


3. Your responsibilities

3.1 You must get all necessary permissions and consents (including any landlord consent) to allow us to install the Charge Point(s) at the location you have agreed with us and carry out our other obligations under this Agreement.

3.2 You must allocate the agreed number of Parking Bays at each of the Property, at the location you have agreed with us. You must ensure that each Parking Bay is clearly identified as being dedicated for the use of Authorised Users.

3.3 You must give us any information and access we require to install, operate and maintain the Charge Point(s) (including access to cabling and other conduits to connect the Charge Point(s) to electricity at the Property).

3.4 Following installation, you must ensure that each Charge Point is always connected to the electricity supply and that each electricity supply is fully and correctly metered at the Property to ensure the Charge Point operates properly.

3.5 You must give us full and accurate details in writing of (a) any material queries, disputes, claims or complaints in relation to the Charge Point(s) and (b) any health or safety hazards which may arise in connection with this Agreement.

3.6 You may not move a Charge Point or Parking Bay without our consent in writing.

3.7 You may not allow anyone else to supply, install, operate or maintain a Charge Point (or any other electric vehicle charge point or equivalent device) on the Property, unless we have agreed to this in writing.


4. Payment

 4.1 We will supply the Charge Point free of charge and subject to clause 2 above, will provide a five (5) year onsite service agreement and five (5) year warranty

4.2 You will pay all costs of electricity of the Charge Point. 


5. Publicity and Branding

5.1 You may publicise the Charge Point(s) in order to increase their use. However, you must ensure that any advertising, marketing or promotion of the Charge Point(s) does not in any way reduce or damage (a) the reputation or image of the Charge Point(s), or (b) the business, name or intellectual property (including trade marks) of us (or our Group Companies) or any of the Charge Points Partners (or their Group Companies).

5.2 We will be solely responsible for the branding of the Charge Point(s) and Parking Bay(s) and may display on the Charge Point(s) and Parking Bay(s) our own branding or the branding of any other organisation we think suitable.

5.3 Without prejudice to clause 5.1, you must ensure that no name, logo or other identifying feature of any party other than us or and our Group Companies is displayed on any Charge Point or in any Parking Bay unless we have agreed to this in writing.

5.4 The Parties will use reasonable endeavours to agree joint branding on signage (to be agreed in writing). If the signage is Milton Keynes GUL Signage, we will pay for it to be created and erected (including the cost of obtaining any third party consent which may be required). If the signage is not Milton Keynes GUL Signage, you must pay for its creation and erection (including the cost of obtaining any third party consent).

 


6. Liability

6.1 Neither party is liable to the other in contract, tort (including negligence) or otherwise for any direct or indirect loss of profits, business or anticipated savings, or for any indirect or consequential loss or damage whatsoever.

6.2 Nothing in this Agreement excludes or limits the liability of either party for death or personal injury caused by its negligence (including negligence of its employees, agents or contractors), or for any other matter for which liability cannot be legally excluded or limited.

6.3 Subject to clause 9.2, our and our Group Companies’ and all our officers’ and employees’ and those of our Group Companies liability to you and your Group Companies for all claims arising under this Agreement (whether arising in contract, tort (including negligence) breach of statutory duty or otherwise) shall not exceed £5,000,000 (five million pounds).


7. Confidentiality

7.1 Each party shall keep confidential all Confidential Information received from the other party and shall use reasonable endeavours to prevent their employees and agents from making any disclosure of Confidential Information in breach of this Agreement.

7.2 Clause 7.1 shall not apply to:

7.2.1 disclosure of information required by the parties, their employees, contractors or any other person for the performance of those obligations under the Agreement;

7.2.2 any matter which a party can demonstrate is already or becomes generally available in the public domain otherwise than as a result of a breach of this clause;

7.2.3 any disclosure to enable a determination to be made in connection with a dispute between us and any of our subcontractors;

7.2.4 any disclosure which is required pursuant to any statutory or legal (including any order of a court of competent jurisdiction) obligation placed upon the party making the disclosure or the rules of any stock exchange or governmental or regulatory authority having the force of law or if not having the force of law, compliance with which is in accordance with the general practice of persons subject to the stock exchange or governmental or regulatory authority concerned; or

7.2.5 any disclosure of information which is already lawfully in the possession of the receiving party prior to its disclosure by the disclosing party (as evidence by normal written records).

7.3 Where disclosure is permitted under clause 7.2, other than clauses 7.2.2, 7.2.4 and 7.2.5, the party providing the information shall procure that the recipient of the information shall be subject to the same obligation of confidentiality as that contained in this Agreement;


8. Term and termination

8.1 This Agreement shall come into force on the Commencement Date and subject to early termination shall continue in force for a period of five (5) years. After the 5 years of the date of installation, MK Council will review ongoing operation and maintenance provision with you.

8.2 You or we may terminate this Agreement with effect from the first anniversary of the Commencement Date by giving at least six (6) months’ notice in writing.

8.3 You or we may terminate this Agreement immediately by giving written notice to the other party if:

8.3.1 the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within thirty (30) Working Days after being notified in writing of the breach; or

8.3.2 the other party becomes insolvent or makes any voluntary arrangement with the its creditors or (if it is an individual or partnership) it or one of its partners becomes bankrupt, or if anything analogous to any of these happens under the law of any jurisdiction.

8.4 Unless we agree otherwise in writing, we will not remove all Charge Point(s) from the Property following expiry or termination of this Agreement.

8.5 Termination or expiry of this Agreement shall be without prejudice to any of your or our accrued rights.


9. General

9.1 You may not sub-contract, assign, transfer, charge, sell, bargain or otherwise deal in anyway with this Agreement, unless we have first agreed to this in writing.

9.2 Neither party shall be liable to the other for any delay and/or failure to perform any of its obligations under this Agreement which is outside its reasonable control. If this delay and/or failure lasts for more than thirty (30) days, the other party may terminate this Agreement by giving written notice to the non-performing Party.

9.3 Save as otherwise expressly provided in this Agreement termination or expiry of this Agreement shall be without prejudice to any accrued rights or obligations under this Agreement.

9.4 No term or provision of this Agreement shall be considered as waived by a party unless a party has expressly given that waiver in writing.

9.5 Nothing in this Agreement shall be construed as creating a partnership between the parties. Save as expressly provided otherwise in this Agreement neither party shall be, or be deemed to be, an agent of the other and shall not hold itself out as having the authority or power to bind the other party in any way.

9.6 If any provision of this Agreement is held to be unenforceable to any extent, such provision shall not affect the validity, legality and enforceability of the other provisions of this Agreement. In addition, you and we will meet and agree to a replacement provision which is as close as is legally permissible to the provision held to be invalid or unenforceable.

9.7 If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

9.8 This Agreement shall constitute the entire agreement and understanding, and shall supersede any previous agreement(s), between the parties in connection with the subject matter of this Agreement.

9.9 Each party acknowledges and agrees that it has not been induced to enter into this Agreement in reliance upon, and in connection with this Agreement does not have any remedy in respect of, any representation or other statement or promise of any nature whatsoever other than as expressly set out in this Agreement.

9.10 Nothing in this Agreement shall operate to limit or exclude any liability for any fraudulent misrepresentation or for any other matter in respect of which liability cannot lawfully be limited or excluded.

9.11 This Agreement may be executed in any number of counterparts each of which when executed and delivered shall constitute an original but all the counterparts shall together constitute one and the same agreement. This Agreement shall not take effect until it has been executed by all the parties.

9.12 Save to the extent expressly provided in this Agreement, no term of this Agreement is enforceable under the Contracts (Rights of. Third Parties) Act 1999 by a person who is not a Party to this Agreement.

9.13 All notices under this Agreement shall be in writing and all certificates or notices served under the terms of this Agreement shall be served by sending the same by first class post or by hand to the following address (or such other address as is notified to the other Party from time to time):

Brian Matthews

Head of Transport Innovation
Civic Offices
1 Saxon Gate East
Central Milton Keynes
MK9 3EJ

 

9.14 Notices sent by post shall be deemed to be delivered upon the earlier of actual receipt and three (3) Working Days after sending. Notices delivered by hand shall be deemed to be delivered upon delivery.

9.15 This Agreement shall be governed by and interpreted in accordance with the laws of England. The Parties submit to the exclusive jurisdiction of the English Courts to settle any disputes which arise out of or in connection with this Agreement.

 


For more information

To request a copy of the terms and conditions, please contact Zero Carbon Futures

The Workplace charge point grant terms & conditions were correct as of publication: 18 August 2017.