Terms & Conditions

Termsons.pdf

Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of the GRØNINGEN software platform, including Spark and any related applications, dashboards, APIs,integrations, and services (collectively, the "Services"), provided by GRØNINGEN ApS, acompany incorporated under the laws of Denmark ("GRØNINGEN", "we", "us", or"our").

By subscribing to, accessing, or using the Services, the customer ("Customer" or "CPO")agrees to be bound by these Terms.

  • Definitions

Active Socket means a charging socket enabled and available for use through theServices during a billing period.

CPO means a Charge Point Operator or other entity operating electric vehicle charging infrastructure and providing charging services to End Users.

Charging Station means any physical electric vehicle charging hardware owned, operated,or controlled by the CPO or third parties.

End User means any driver or user accessing charging services provided by a CPO through GRØNINGEN-enabled software.

Merchant of Record means the entity legally responsible for charging services, pricing,invoicing, and taxation toward End Users.

Services means GRØNINGEN's cloud-based software platform, including Spark, dashboards, mobile applications, APIs, integrations, analytics, payment facilitation,roaming connectivity, and related tools.

  • Scope and Territorial Use of Services

  • GRØNINGEN provides software-as-a-service only. The Services


enable CPOs to digitally configure, manage, monitor, and analyze charging infrastructure and to facilitate End User access and payments.

  • Depending on the applicable subscription tier, the Services may include:

Charging configuration and monitoring

Pricing and tariff configuration

Payment collection facilitation

Analytics, reporting, and data exports

Fleet, access, and user management

Roaming and interoperability integrations

APIs and developer tools

Mobile and web-based user interfaces

  • GRØNINGEN does not provide charging services, does not supply electricity, and does not control energy delivery, charging speed, charger uptime, metering accuracy, orphysical charger operation.
  • The Services are intended for global use, excluding jurisdictions where use would violate applicable laws, payment regulations, export controls, or sanctions, including the People's Republic of China, Iran, North Korea, Syria, and other sanctioned territories,unless explicitly agreed in writing by GRØNINGEN.
  • Software-Only Role – No Hardware or Energy Supply

  • GRØNINGEN does not manufacture, sell, own, lease, install, operate, maintain, or control Charging Stations, electrical infrastructure, or energy supply.
  • The CPO is solely responsible for:


Hardware installation, operation, and maintenance

Electrical safety and regulatory compliance

Charger uptime, availability, and performance

Energy delivery and metering accuracy

  • Any reference to supported or compatible hardware relates solely to software interoperability and does not constitute certification, warranty, endorsement, or regulatoryapproval.
  • Pricing and Fees

  • Subscription Fees

Access to the Services is subject to subscription fees based on the number and typeof Active Sockets managed through the Services:

First active socket: free of charge

Public sockets: €4 per socket per month (exclusive of VAT)

Private sockets: €2 per socket per month (exclusive of VAT)

Subscription fees apply only to sockets active during the relevant billing period.

  • Transaction Fees

All credit card payment transactions processed through the Services incur atransaction fee of five percent (5%) (exclusive of VAT), plus any applicable third-partypayment processing fees.

Transaction fees may be negotiated for high-volume CPOs subject to a separate writtenagreement.

  • Invoicing and Payment Terms


Subscription fees are invoiced in advance and payable within ten (10) days from theinvoice date.

GRØNINGEN ApS or its designated affiliates may issue invoices for subscription,transaction, license, or other applicable fees.

GRØNINGEN reserves the right to suspend or restrict access to the Services for non-payment, legal compliance requirements, suspected fraud, security risks, or misuse ofthe platform.

  • Revenue Collection, Payments, and Payouts

  • Payment Collection Role

GRØNINGEN facilitates the collection of payments from End Users on behalf of theCPO for charging transactions processed through GRØNINGEN-enabled applications.

The CPO appoints GRØNINGEN as a limited payment collection

agent solely for this purpose. GRØNINGEN does not obtain ownership of, nor anybeneficial interest in, collected funds.

  • Merchant of Record and Taxes

The CPO acts as Merchant of Record and remains solely responsible for:

End User pricing

Determination, collection, reporting, and remittance of VAT, sales tax, and all otherapplicable taxes, duties, or levies

Issuance of legally compliant invoices or receipts to End Users

  • Payment Services Disclaimer

GRØNINGEN is not a bank, escrow provider, electronic money institution, or regulatedpayment service provider. Payment processing and holding of funds are performed bylicensed third-party payment service providers


and are subject to their terms and applicable financial regulations.

  • Holding of Funds

Collected payments may be temporarily held by GRØNINGEN's designated third-partypayment service providers for settlement and payout purposes. Payout timelines may beaffected by compliance checks, banking processes, public holidays, or third-party delays.

  • Payout Schedule

Net revenues (after deduction of transaction fees and applicable subscription fees) are paid out every two (2) weeks, unless otherwise agreed in writing.

  • Bank Charges

If the CPO uses a Wise account, GRØNINGEN transaction fees for payouts may be waived. The CPO remains responsible for any fees charged by its own bank or paymentprovider.

  • Reporting

GRØNINGEN provides transaction reports including transaction dates, gross and net amounts, and VAT or tax breakdowns where available.

  • Supported Hardware and Compatibility

  • The Services integrate with charging hardware solely at the software andcommunication protocol level (e.g. OCPP).
  • GRØNINGEN may approve or deny software compatibility with any hardware atits sole discretion.
  • Compatibility testing may be conducted at the CPO's request, and associatedcosts may be charged.
  • GRØNINGEN does not guarantee functionality when used with


unsupported, modified, or third-party hardware. Such use is entirely at the CPO's risk.

  • End Users and Consumer Relationships

  • End Users contract directly with the CPO for charging services.

  • GRØNINGEN has no contractual relationship with End Users and does not provideconsumer-facing charging services.
  • GRØNINGEN does not set End User pricing, control charging sessions or energydelivery, or resolve charging performance disputes.
  • The CPO is solely responsible for handling End User complaints, claims, refunds,chargebacks, and disputes, including those arising under consumer protection laws.
  • Data Protection and Privacy

  • Each party shall comply with applicable data protection and privacy laws,including the GDPR where applicable.
  • Unless otherwise agreed in writing, the CPO acts as data controller for End User data, and GRØNINGEN acts as data processor.
  • Data processing shall be governed by a separate data processing agreementwhere required by law.
  • Intellectual Property

GRØNINGEN retains all intellectual property rights in and to the Services. The CPO isgranted a limited, non-exclusive, non-transferable, non-sublicensable right to use theServices during the subscription term.

  • Availability and Support

GRØNINGEN aims to provide commercially reasonable availability of the Services butdoes not guarantee uninterrupted or error-free operation.


Any service level commitments must be agreed separately in writing.

  • Limitation of Liability

  • To the maximum extent permitted by law, GRØNINGEN shall not be liable for charger downtime, energy delivery failures, hardware defects, electrical faults,physical injury, property damage, or any indirect, incidental, or consequential losses,including loss of revenue, profit, goodwill, or data.
  • GRØNINGEN's total aggregate liability arising out of or in connection with theServices shall not exceed the fees paid by the CPO to GRØNINGEN during the twelve (12) months preceding the event giving rise to the claim.
  • Nothing in these Terms excludes or limits liability for willful misconduct, gross negligence, fraud, or personal injury where such exclusion is prohibited by law.
  • Indemnification

The CPO shall indemnify, defend, and hold harmless GRØNINGEN from and against allclaims, damages, losses, liabilities, costs, and expenses arising from:

Charging services provided by the CPO

Hardware operation or energy delivery

End User pricing, invoicing, refunds, or billing disputes

Breach of applicable laws or regulations by the CPO

  • Termination

  • Either party may terminate the Services in accordance with any applicablecommercial agreement.


  • Upon termination, access to the Services will be disabled, subject to any agreedtransition period.
  • Outstanding payment obligations and Sections relating to intellectual property,liability, indemnification, governing law, and dispute resolution shall survive termination.
  • Amendments

  • GRØNINGEN may amend these Terms by providing at least thirty (30) days' priornotice of material changes.
  • If the CPO does not agree to a material amendment, it may terminate the Servicesbefore the effective date.
  • Continued use of the Services after the effective date constitutes acceptance of theamended Terms.
  • Export Controls and Sanctions

The CPO represents and warrants that it is not subject to sanctions, embargoes, or export restrictions imposed by the European Union, United States (including OFAC), UnitedNations, or other applicable authorities, and that it will not use the Services in violation ofsuch laws.

  • Force Majeure

Neither party shall be liable for failure or delay in performance caused by eventsbeyond its reasonable control, including acts of God, power failures, internet outages, strikes, governmental actions, war, pandemics, or failures of third-party serviceproviders.

  • Governing Law, Language, and Jurisdiction

These Terms are governed by the laws of Denmark, excluding its conflict-of-law rules.

Any dispute arising out of or in connection with these Terms shall be


subject to the exclusive jurisdiction of the Danish courts.

These Terms are drafted in English. In the event of any translation, the English versionshall prevail.

  • Contact Information

Grøningen ApS

Søvej 120

2791 Dragør, Denmark

CVR: 38230980

Email: BLN@GROENINGEN.ENERGY

Last updated: 01 August 2026