Terms and Conditions of use October 2024

This End User License Agreement (this "Agreement") is made between ZECO Systems, Inc. a Delaware corporation with an address at 767 S Alameda, Suite 200, Los Angeles, CA 90021, (“Shell Recharge Solutions”, "SRS", "Our", "Us", or "We") and you ("You", "Your", or "Yours") (each, a "Party" and together the "Parties"). Shell Recharge Solutions (“SRS”) is an affiliate under the Shell Group companies and is the software provider of the Shell Recharge business in Singapore. The effective date of this Agreement is the date You accept these terms in accordance with Section 1 (Your Acceptance) (the "Effective Date"). Please read this Agreement carefully. This Agreement governs Your use of the Shell Recharge Platform which comprises all software to enable Your EV charging experience including but not limited to the Shell Recharge Asia mobile application (the "Shell Recharge Asia App"), the Shell Recharge EV driver portal (“Driver Portal”), the guest charging web application and any other backend or frontend applications for EV charging provided by SRS or its affiliates(collectively, the "Shell Recharge Platform"). Please read this Agreement carefully before you access or use the Shell Recharge Platform. By accessing or using the Shell Recharge Platform, you agree to be bound by this Agreement. If you do not wish to be legally bound by this Agreement, then please do not access or use the Shell Recharge Platform.

1. Your Acceptance

1.1. Applicability

This Agreement governs the access to and use of the Shell Recharge Platform by customers in Singapore.

1.2. This Agreement

By accessing or using the Shell Recharge Platform, You acknowledge that You have read this Agreement and agree to be legally bound by it. We may also confirm Your agreement to be bound by this Agreement by asking You to click an "I accept" or similar button when You access or use the Shell Recharge Platform, including when You register as a driver with Us. You must be at least 18 years or older to access or use the Shell Recharge Platform. Do not access or use the Shell Recharge Platform unless You are at least 18 years of age.

1.3. Our Privacy Practices

Our Privacy Policy explains, among other topics, how We treat information that You provide to Us through the Shell Recharge Platform. By accessing or using the Shell Recharge Platform, You consent to Our privacy practices as set out in Our Privacy Policy available at http://www.shell.com.sg/rechargeappprivacypolicy

1.4. Additional Products and Services

This Agreement governs use of the Shell Recharge Platform. If additional portals, products and services are made available to You, then Your access to and use of such additional portals, products, and services may be subject to additional terms and conditions.

2. The Shell Recharge Platform

2.1. EV Charging Information

The Shell Recharge Platform may provide You with information that assists You with Your EV driving experience (collectively, "EV Charging Information") including: (i) location services to find the closest EV charger to You; (ii) information about Your charging status and experience; and (iii) means to save Your favourite charging locations. The EV Charging Information is being provided to You for informational purposes only and is not to be relied on for any purposes.

2.2. Charging and Payment

2.2.1. Shell Recharge Network

Unless You are accessing a free EV charger, You are required to pay all fees applicable to Your use of any Shell Recharge EV chargers located in Singapore (each, a "Shell Recharge Charger") which are owned and operated by SRS’ affiliate, Shell Singapore Pte. Ltd.

You will be required to pay for the use of Shell Recharge Chargers by adding a credit or debit card via the Shell Recharge Platform. The Shell Recharge Platform offers two payment methods:

Option 1 - use your credit or debit card to pre-load the e-wallet in the Shell Recharge Platform with multiples of $25 charging credits which will be used to pay for the charging service using the e-wallet. The e-wallet cannot be used for payment of any other services other than EV charging at a Shell Recharge Charger. Any dollar value that You load to Your account: (i) is a prepayment for the goods and services offered to You through the Shell Recharge Platform and Your payment method may not be charged until Your first attempt to make a payment; (ii) will be refunded back to Your payment method on file if You delete or terminate Your enrolment in the Shell Recharge Platform and make a request for refund by Contacting Us (refer Section 14); (iii) may be available for use through the Shell Recharge Platform after a delay from the time of loading; and (iv) is not insured and does not earn interest. SRS may impose limits on the amount that You may load to Your account, and may change such limits in its sole discretion and at any time without notice to You.

Option 2 - pay for the charging session directly using the added credit or debit card. A nominal amount will be placed on temporary hold for pre-authorisation before the start of the charging session and you will be notified of the pre-authorization amount via the Shell Recharge Platform. If You are required to pay fees to SRS, then it is Your responsibility to review Your bank statements, billing statements, payment methods, and the Shell Recharge Platform to ensure that payments made to SRS are valid. In the event of a payment issue, You must submit the issue to SRS within thirty (30) days of the charge using the contact methods set out in Section 14 (Contacting Us) below – if You fail to submit the issue to Us within that period, no refund may be available to You.

2.2.2. EV Roaming Network

The Shell Recharge Platform may provide You with an option to initiate EV charging and pay for charging stations from certain third-party EV charging providers (each, a "Roaming Charger") even if You are only a Shell Recharge customer. If this option is provided to You through the Shell Recharge Platform, then You can use the Shell Recharge Platform to initiate and process charging the same way You do with a Shell Recharge Charger.

Please be aware that although We offer You the ability to use the Shell Recharge Platform to initiate and process charging for Roaming Chargers, We do not own or operate Roaming Chargers, and additional terms and conditions may apply to Your use of the Roaming Chargers as further set forth in Section 2.4 (Links to Third Party Platforms and Services). Accordingly, We are unable to provide You with troubleshooting or support for Roaming Chargers. As at this date, EV Roaming is not available in the Singapore market.

2.2.3. Purchases and Payments

The Shell Recharge Platform will specify, at the time of Your purchase, applicable fees payment methods, and other details regarding Your order. The Shell Recharge Platform may request information from You in order to confirm the purchase and the method of payment, and Our use of any such payment information that You provide shall be governed by Our Privacy Policy. When confirming payment, You agree to pay using the payment methods indicated and grant authorization to Us and/or the applicable third party payment-processor to charge or otherwise implement Your selected payment methods. The Shell Recharge Platform and/or the applicable third-party payment processor shall charge, and You shall be responsible for, all taxes, tariffs, levies, or duties applicable to Your payment. All purchases are final and there shall be no refunds or credits except as otherwise provided in this Agreement, indicated by Us in writing, or as required under applicable law. All transactions are void where prohibited by applicable law. If You fail to pay any amounts when due, SRS reserves the right to terminate or suspend Your access to the Shell Recharge Platform or other product or service including any active charging session. If for whatsoever reason, the Shell Recharge Platform fails to deduct the applicable amount for a completed charging session using a Shell Recharge Charger, SRS’s affiliate and the operator of the Shell Recharge Chargers, Shell Singapore Pte Ltd, reserves the right to seek payment for such amounts due and owing to Us.

2.3. Registered Users

Certain portions of the Shell Recharge Platform are only available to users who have completed the registration process to become a registered user (each, a "Registered User"). Depending on the portions of the Shell Recharge Platform that You wish to access and use, You may be required to complete additional registration requirements, meet applicable certification criteria, and agree to certain other terms and conditions with Us or Our service providers. If You are a Registered User, then We will treat anyone who uses Your username and password as "You". We will provide this user with all of the rights that We provide to You, and We will hold You responsible for the activities of anyone using Your username and password. We recommend that You keep Your username and password in strict confidence, and that You do not share this information with anyone who might "pretend" to be You with respect to the use of the Shell Recharge Platform. Please notify Us immediately if You suspect that someone is using Your username and/or password inappropriately. Our contact information is included in Section 14 (Contacting Us) below.

2.4. Links to Third Party Platforms and Services and Estimates (where applicable in Singapore)

The Shell Recharge Platform may contain links or references to third party platforms and services (including Roaming Chargers). We have no control over these other platforms and services or their content and do not assume responsibility or liability for any content, opinions, or material available on them. We do not endorse the content of any third-party platform, nor do We warrant that a third-party platform will be free of computer viruses or other harmful code that can impact Your computer or other web-access device. If You link to any third-party platform through the Shell Recharge Platform, please be aware that You are doing so at Your own risk. We encourage You to review any third-party platform's terms of use and privacy policy as those, and not this Agreement and Privacy Policy, are applicable to Your use of their platform and any information that such platform collects. Any estimates or projections on potential savings, rebates, incentives, or environmental impact provided by SRS or third parties are for general illustrative and/or informational purposes only, may be subject to additional terms, and are not to be relied on or guaranteed.

2.5. Monitoring and Data Collection

You agree that We have the right and discretion to monitor any activity and content associated with the Shell Recharge Platform. We may investigate any reported violation of this Agreement or complaints relating to the Shell Recharge Platform and may take any action that We believe is appropriate including, but not limited to, removing materials from the Shell Recharge Platform and terminating or suspending Your access to the Shell Recharge Platform. Your installation and/or use of the Shell Recharge Platform signifies Your agreement to allow SRS to collect certain information regarding Your use of the Shell Recharge Platform in accordance with Our Privacy Policy as set out in Section 1.3 (Our Privacy Practices).By creating an account, You agree to receive notices, agreements, disclosures, or other communications from SRS via electronic means, including, but not limited to, emails, push notifications, and/or text messages. These communications may include charging session notifications and final receipts. These communications are part of Your relationship with SRS and You receive them as part of Your use of the Shell Recharge Platform. You therefore hereby agree that any such notices, agreements, disclosures, or other communications that SRS sends to You electronically will satisfy any legal requirements, including that such communications be in writing. Furthermore, You understand and agree that installation of the Shell Recharge Platform permits the downloading of updates and upgrades for the purpose(s) of fixing product defects or providing enhancements. You will be given notice and an opportunity to accept or refuse any update or upgrade that SRS provides. However, Your refusal of an update or upgrade may impact performance of the Shell Recharge Platform.

2.6. Provision of Your Data

You shall be solely responsible for securing all rights in any data that You provide to SRS via the Shell Recharge Platform (collectively, "Your Data"). We will treat Your Data in accordance with Our Privacy Policy. The Shell Recharge Platform may allow You to submit, post, upload, or otherwise provide to Us, at Your choice, comments, feedback, data, information, documents, or other materials. You agree You will not provide any such materials that are unlawful, obscene, harmful, hateful, infringing or invasive of the rights of others, objectionable, or otherwise prohibited by this Agreement or applicable law. You agree that SRS has the right to monitor any activity and content associated with the Shell Recharge Platform, including Your Data. We may investigate any reported violation of this Agreement or complaints relating to the Shell Recharge Platform, and may take any action that We believe is appropriate including, but not limited to, removing Your Data and terminating or suspending Your access to the Shell Recharge Platform. For the avoidance of doubt, Your Data expressly excludes any of the following: (i) charging data; (ii) data generated by the charging station and/or the Shell Recharge Platform; (iii) De-Identified Data; and (iv) other data to that SRS otherwise has rights, and that SRS may have generated with or without the use of Your Data.

2.7. Your Systems

You shall, at Your sole expense, obtain a mobile device that conforms to the requirements of any written, printed, or electronically SRS-provided: (i) user manuals and training materials; (ii) product descriptions; and (iii) specifications (collectively, "Documentation"). In accessing or using the Shell Recharge Platform on Your mobile device, You agree and understand that carrier rates and fees may apply, and that You are responsible for any cost associated with accessing or using the Shell Recharge Platform.

2.8. Support Services

During the Term, SRS shall use commercially reasonable efforts to make the Shell Recharge Platform available to You without significant interruption or material deviations of the Shell Recharge Platform from its applicable Documentation (each, an "Error"). If the Shell Recharge Platform experiences material Errors that are not due to scheduled downtime or as a result of events beyond SRS' control, then SRS shall use commercially reasonable efforts to restore the intended functionality.

3. Grant of Rights to You

3.1. Grant of Rights to Use the Shell Recharge Platform.

SRS, under its intellectual property rights, hereby grants to You during the Term, a limited, non-exclusive, non-transferrable, and non-sublicensable license to access and use the Shell Recharge Platform as it is made available to You solely for Your personal use, and subject to Your compliance with this Agreement.

3.2. No Implied Rights

Nothing in this Agreement shall be construed as granting You any rights other than those expressly provided herein. Any rights granted to You under this Agreement must be expressly provided herein, and there shall be no implied rights pursuant to this Agreement, based on any course of conduct or other construction or interpretation thereof. All rights and licenses not expressly granted to You herein are expressly reserved by SRS. You shall have no right to, and You shall not, copy, imitate, or use the name or logo of SRS or any of its parents or affiliates without SRS’ written consent. All right, title and interest in and to any data compiled and provided in the Shell Recharge Platform, any content thereon, all technologies and content created, derived or related to stations are the sole and exclusive property of SRS.

4. Your Grant of Rights to SRS

4.1. License to Your Data

You hereby grant SRS, under Your Intellectual Property Rights, a non-exclusive, irrevocable, perpetual, sub-licensable (including to SRS's affiliates), transferable, royalty-free, and fully paid license to use, display, publish, and reproduce Your Data for purposes of SRS performing its obligations under this Agreement and otherwise providing the Shell Recharge Platform, complying with local laws and regulations, utilities and/or government program requirements, providing related goods and services, and other SRS business purposes.

4.2. Feedback

You, under Your Intellectual Property Rights, hereby grant to SRS a non-exclusive, perpetual, worldwide, irrevocable, royalty-free, fully paid-up, sublicensable, and transferrable license to use and exploit Your suggestions, recommendations, and ideas relating to the Shell Recharge Platform or SRS' business (collectively, the "Feedback") for any and all purposes and for as long as SRS sees fit. By way of clarification, and not limitation, You agree that (i) You have no expectation of review, compensation, or other consideration for SRS' use and exploitation of Feedback, and (ii) SRS is free to use and exploit the Feedback in SRS' sole discretion and without compensation or other obligation to You.

5. Ownership

Other than those rights expressly granted to You under this Agreement, SRS, and its subcontractors, service providers, and licensors (as the case may be) retain all right, title, and interest in and to: (i) the Shell Recharge Platform and its components, including all intellectual property rights embodied therein; (ii) SRS Confidential Information; and (iii) any improvements or modifications thereto.

6. Code of Conduct; Revocation or Suspension of Use Privileges

By accessing or using the Shell Recharge Platform, You agree to comply with this Agreement, and to follow Our Code of Conduct, which is set out below. Under this Code of Conduct, You shall not:

  • Use the Shell Recharge Platform for purposes that are unlawful, obscene, harmful, hateful, invasive of the privacy of others, objectionable, or otherwise prohibited by this Agreement;
  • Use the Shell Recharge Platform in a manner that could disable, overburden, or impair the Shell Recharge Platform or interfere with another party's use and enjoyment of the Shell Recharge Platform and services, such as through sending "spam";
  • Seek to obtain access to the Shell Recharge Platform, materials, accounts, or information through hacking, data harvesting, data mining, or through other means We have not intentionally made available to You through the SRS;
  • Infringe SRS' or any third-party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; or
  • alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code from the Shell Recharge Platform.

We reserve the right at any time to terminate or suspend Your use of some or all of the Shell Recharge Platform immediately without notice if You engage in activities that We conclude, in Our sole discretion, breach Our Code of Conduct or otherwise violate this Agreement or Our Privacy Policy found at http://www.shell.com.sg/rechargeappprivacypolicy

7. Analytics

SRS shall be entitled to collect, generate from any dataset or source, compile, analyse, share, process, and otherwise use (a) statistical data related to Your use of the Shell Recharge Platform or Your Data, and (b) other data that qualifies as De-Identified Data (collectively, the "SRS Analytics"). The term "De-Identified Data" means information that meets each of the following criteria: the information (i) does not identify a particular natural person; (ii) does not identify, by network Internet Protocol address, raw hardware serial number, or raw MAC address, a particular device or computer associated with or used by a person; (iii) does not identify You; and (iv) is not reasonably linkable to a particular natural person due to technical, legal, or other controls. No compensation shall be paid by SRS with respect to its use of SRS Analytics.

8. Your Representations and Warranties

You represent and warrant to SRS that: (i) Your Data and Feedback do not and shall not infringe the intellectual property rights of a third party; (ii) You shall not upload any virus or malicious code to the Shell Recharge Platform; (iii) You have the full power and authority to enter into this Agreement and to carry out Your obligations herein; (iv) You own all right, title, and interest in and to Your Data and Feedback necessary to permit the access, use, and processing of Your Data and Feedback in accordance with this Agreement; (v) You are not located in a country that is subject to a U.S. Government embargo; (vi) You are not in violation of the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, or any other applicable laws that prohibit tax evasion, money laundering or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person; (vii) You are not in violation of US trade control laws and comply with all applicable laws concerning trade or economic sanctions or embargoes, restricted party lists, trade controls on the import, export, re-export, transfer or otherwise trade of goods, services, software, or technology, including those of the European Union, the United Kingdom and the United States of America and are not listed on any U.S. Government list of prohibited or restricted parties. You will not re-export or transfer the Shell Recharge App or Driver Portal, in any form, directly or indirectly, to any person or entity prohibited by law.

9. Warranty Disclaimer

SRS disclaims all representations and warranties with respect to the Shell Recharge Platform, and any information or materials available thereon or generated therefrom, whether express or implied. The Shell Recharge Platform and all SRS performance obligations and all performance obligations of SRS' subcontractors, service providers, and licensors are provided "as is" without warranty of any kind. SRS does not represent or warrant that: (i) the SRS platform or other performance obligations will meet your requirements or result in any desired outcome, or (ii) the Shell Recharge Platform's operation or the delivery of services will be uninterrupted or error-free. To the fullest extent permitted by law, SRS hereby disclaims (for itself, and its subcontractors, service providers, and licensors) all representations and warranties, whether express or implied, oral or written, with respect to the Shell Recharge Platform and other performance obligations under this agreement, including without limitation, all implied warranties of title, non-infringement, quiet enjoyment, accuracy, integration, merchantability or fitness for any particular purpose, and all warranties arising from any course of dealing, course of performance or usage of trade.

10. Limit of Liability

In no event shall SRS be liable to you for any direct, indirect, incidental, special, or consequential damages of any kind or nature whatsoever, including without limitation, loss of profits or other economic loss, even if SRS has been advised of the possibility of such damages. In no event shall SRS' total aggregate liability to you for any claims or damages arising out of this agreement exceed SGD one hundred dollars (S$100.00) or the amount paid by you for use of the Shell Recharge Platform during the twelve (12) months preceding the events giving rise to such liability, whichever is less.

11. Indemnification

You agree to indemnify, defend, and hold SRS (and its affiliates, contractors, employees, agents, suppliers, and partners) harmless from any and all claims, actions, suits, losses, costs, damages, expenses, and any other liabilities, including without limitation attorneys' fees, arising out of or related in any manner to Your access to or use of the Shell Recharge Platform or Your breach or alleged breach of this Agreement.

12. Term and Termination

12.1. Term

Your access to the Shell Recharge Platform shall come into force and effect upon Your acceptance of this Agreement and shall continue until terminated in accordance with Section 12.2 (Termination by Us) or Section 12.3 (Termination by You) (the "Term").

12.2. Termination by Us

We may terminate or suspend Your access to the Shell Recharge Platform if We believe You, Your Data, or Your use of the Shell Recharge Platform violate this Agreement. We will notify You that Your account has been terminated or suspended, unless You have repeatedly violated this Agreement or We have legal or regulatory reasons preventing Us from notifying You.

12.3. Termination by You

You may terminate Your access to the Shell Recharge Platform by ceasing use of the Shell Recharge Platform or terminating Your account as a Registered User.

12.4. Effect of Termination

Upon termination or expiration of Your account or access to the Shell Recharge Platform for any reason, Your rights to the Shell Recharge Platform shall immediately terminate and You shall immediately stop accessing or otherwise using the Shell Recharge Platform. This Agreement will remain in effect even after Your account is terminated, Your access to the Shell Recharge Platform is terminated, or Your use of the Shell Recharge Platform ends.

13. Modifications to this Agreement

We may modify this Agreement from time to time at Our discretion. If We modify this Agreement, then such modifications shall take effect proactively, upon Your subsequent access to the Shell Recharge Platform. You may print out a copy of this Agreement for Your records.

14. Contacting Us

If You have questions or concerns about this Agreement please contact Us at:

15. General

15.1. Governing Law; Exclusive Jurisdiction

This Agreement shall be governed and construed in all respects in accordance with the laws of Singapore without regard to any conflict of laws principles. The exclusive venue and jurisdiction for any action or proceeding arising out of this Agreement shall be the courts of Singapore.

15.2. Injunctive Relief

You acknowledge that Your breach, threatened or actual, of this Agreement will cause irreparable injury to SRS, such injury would not be quantifiable in monetary damages, and that SRS would not have an adequate remedy at law. You agree that SRS shall be entitled, in addition to other available remedies, to seek an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this Agreement. You hereby waive any requirement that SRS post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to SRS to enforce any provision of this Agreement.

15.3. Independent Contractors

The Parties are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by this Agreement. Neither Party shall have the power to obligate or bind the other Party.

15.4. Assignment

This Agreement is not assignable by You. SRS reserves the right to assign the rights and obligations under this Agreement for any reason and in SRS' sole discretion.

15.5. Severability

Any provision of this Agreement determined to be unenforceable or invalid by applicable law or court decision shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish its objectives within the limits of applicable law or court decision.

15.6. Waiver; Headings

SRS' failure to require Your performance of any obligation herein shall not affect the full right to require such performance at any time thereafter. SRS' waiver of Your breach of any obligation under this Agreement shall not be taken or held to be a waiver of the obligation itself or of any past or subsequent breaches of the same obligation. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

15.7. Subcontracting

SRS shall be entitled to use subcontractors in the performance of SRS' obligations under this Agreement; provided, however that if SRS engages subcontractors, then SRS shall remain liable for all obligations under this Agreement as though no such subcontracting had occurred.

15.8. Entire Agreement; Precedence

This Agreement and the Privacy Policy set forth the entire understanding and agreement of the Parties and supersedes any and all oral or written agreements or understandings between the Parties as to the subject matter of this Agreement. In the event of a conflict or inconsistency between this Agreement and the Privacy Policy, the Privacy Policy shall control and such conflict and/or inconsistency shall be resolved in favour of the Privacy Policy. Neither Party is relying on any warranties, representations, assurances, or inducements not expressly set forth herein.