Terms of Service

The following Terms of Service (these "Terms") set out the agreement between [TODO: Podee Ltd] (company number: [TODO: Companies House number]), a company registered in England and Wales with registered office address [TODO: registered office address, including postcode] and trading as Podee (“Podee”, "we", "us" or "our") and the customer (the “Customer”, “you” or “your”), under which we make the Service available to you. You should read these Terms carefully prior to signing into Podee to use the Service for the first time, as they establish the rights and obligations of Podee and the Customer (each a “Party”).

Registration forms, usernames and passwords are not provided as you will obtain access to Podee by signing in with your Tesla Account, through Tesla's own OAuth 2.0 authorisation process. The Agreement is effective upon completion of such process, having indicated your acceptance of these Terms at the sign-in screen. By signing into Podee, you agree to these Terms and any other document which forms part of the Agreement.

The Service is supplied to individuals for their own personal use. These Terms are drafted on the basis that you are a consumer within the meaning of section 2(3) of the Consumer Rights Act 2015. Nothing in these Terms operates to exclude, restrict or otherwise affect any right or remedy conferred on you by law.

1. Definitions and interpretation

In these Terms, the following expressions have the following meanings:

"Account"

the record we create for you when you first sign in to the Service, identified by your Tesla Account. No separate registration is required nor credentials issued in respect of it.

"Acceptable Use Policy"

our Acceptable Use Policy, as varied from time to time in accordance with clause 13.

"Agreement"

the contract between you and us for the supply of the Service, comprising these Terms, the Acceptable Use Policy and the Privacy Policy.

"Billing Owner"

the person recorded in the Service as responsible for the charges arising in respect of a Connected Vehicle, pursuant to clause 6.

"Connected Vehicle"

a vehicle in respect of which you have authorised the Service to obtain Vehicle Data.

"Service"

the Podee service described in clause 3, together with any associated software and documentation deemed necessary or required by Podee.

"Tesla Account"

the account you hold with Tesla, Inc., by means of which you sign in to the Service and authorise it to obtain Vehicle Data.

"Tesla Fleet API"

the application programming interface operated by Tesla, Inc. through which the Service obtains Vehicle Data.

"Vehicle Data"

telemetry and any other data relating to a Connected Vehicle obtained through the Tesla Fleet API.

In the construction of these Terms:

• clause headings are included for convenience only and do not affect their interpretation;
• the expressions "including", "in particular" and similar expressions are illustrative and do not limit the generality of the words preceding them; and
• a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2. The supplier

The Service is supplied by [TODO: Podee Ltd], a company incorporated in England and Wales under company number [TODO: Companies House number], whose registered office is at [TODO: registered office address, including postcode]. Our VAT registration number is [TODO: VAT number].

Any notice, enquiry or complaint under the Agreement may be communicated to us via email to support@podee.app. Where these Terms require us to provide notice, we will do so via email to the email address most recently supplied to us by Tesla for your Tesla Account. Such notice is treated as delivered when the email is sent, unless it is returned to us as undelivered. As we do not hold Customer addresses, you should keep any email address on your Tesla Account current and up to date.

3. The Service

The Service connects to your Tesla Account and presents Vehicle Data for each Connected Vehicle through a single dashboard. It further enables configuration of signals which the Service collects and displays.

The Service presents only such Vehicle Data as Tesla, Inc. makes available through the Tesla Fleet API. Neither the Service nor [TODO: Podee Ltd] is produced, endorsed, sponsored by, in partnership with, or otherwise affiliated with Tesla, Inc., and any reference to Tesla is made solely to identify the vehicles and interfaces with which the Service operates.

4. Signing in and eligibility

Any person holding a Tesla Account may use the Service. By signing in, and connecting a vehicle, you represent and warrant to us that:

• you are at least 18 years of age and are acting wholly for your own personal and domestic purposes. For the avoidance of doubt, using the Service for commercial purposes is strictly prohibited.
• you are the owner and/or registered keeper of any Connected Vehicle, or you have the express permission of the owner and/or registered keeper to connect such vehicle to the Service; and
• the information you supply to us, in particular, for the purpose of billing, is accurate and complete.

Access to your Account is controlled entirely by your Tesla Account, and any person able to sign in to that account is able to sign in to the Service as you. You are responsible for the security of your Tesla Account, and for activity carried out under your Account, save to the extent that such activity results from our failure to exercise reasonable care and skill. If you become aware, or have reason to suspect, that any other person has obtained access to your Tesla Account, you must re-secure that account with Tesla, withdraw the authorisation you have granted to the Service, and notify us without undue delay at support@podee.app.

A vehicle becomes a Connected Vehicle when you authorise the Service through Tesla's own authentication process as part of signing into the Service. You may withdraw that authorisation through your Tesla Account at any time, and doing so will prevent further Vehicle Data being transmitted to us. Withdrawal of that authorisation does not of itself close your Account or terminate the Agreement.

5. Permitted use

The Acceptable Use Policy forms part of the Agreement, and you must comply with it in your use of the Service. Compliance is of particular importance in this context, as the Service can disclose the location of a Connected Vehicle and, by extension, that of any person travelling in it.

In particular, you must not use the Service to track, monitor or locate any individual without that individual's knowledge and consent. Any breach of this clause 5 constitutes a material breach of the Agreement and will result in the immediate termination of your Account under clause 12.

6. Charges and payment

Charges are calculated on a metered basis by reference to your actual use of the Service, at the rates set out in this clause 6. There is no subscription or standing charge, no minimum term, and no additional charge payable for terminating the Agreement. You are charged for the units you consume, to be calculated as follows:

Rates

All rates set out above (the “Rates”) are in pounds sterling and are inclusive of value added tax. They will be the amounts charged to your selected payment method and no further sum will be added at the point of collection.

How units are counted (“Unit Calculations”)

A vehicle command is a single instruction that is sent to a Connected Vehicle through the Service and that we successfully relay to the Tesla Fleet API. Any command that fails by reason of a fault on our part will not be counted nor charged for. Conversely, any command that fails by reason of a fault which is outside of our control, will continue to be charged for pursuant to the Rates.

A telemetry signal is a single recorded value of a single signal, for a single Connected Vehicle, at a single point in time. A signal that has not been configured by the Service within the Account to collect, produces no such record and is not charged for. A telemetry signal follows the number of consumed signals linked to the Account, and the equivalent cost is determined by the signals you choose to enable and how frequently your Connected Vehicles report them.

The software version signal, which reports the version of the software installed on a Connected Vehicle, is not charged for. It is free of charge without limit, and a Connected Vehicle configured to report only that signal is free of charge altogether: you may use the Service to see the software version of any Connected Vehicle without supplying payment details. Any remaining signals are chargeable at the Rates from the first signal recorded.

Usage is attributed to the Connected Vehicle to which it relates, and the sums payable in respect of a Connected Vehicle are charged to its Billing Owner. Where you are the Billing Owner of a Connected Vehicle, you are liable for the usage of that vehicle, including usage arising from another person's authorised access to it. Where you cease to be the Billing Owner of a vehicle at any time and a replacement Billing Owner has not been assigned, the Service will cease, save for the software version Telemetry.

Billing cycle

The billing period is the calendar month, for which you are billed in arrears. Following the end of each calendar month, the total consumed units are calculated and the Rates are applied. Any resulting sum will be charged to your payment method.

The total for the month is rounded down to the nearest penny in your favour. There is a minimum charge of 30p where the total for a month is less than 30p. The effect is that any month in which you consume chargeable units costs you at least 30p. That charge discharges the month in full: the difference between it and your usage is not credited to you, is not refundable and is not carried forward, and the following month begins at zero.

The minimum does not apply to the first month in which you consume chargeable units. Where the total for that month is less than 30p, no charge is collected for it; the amount is instead carried forward and added to the total for the following month. The minimum applies to that following month, and to every month thereafter, in the ordinary way.

Payment

Charges are payable by debit or credit card and are collected on our behalf by Stripe. By supplying your payment details, you authorise us to charge that payment method with all sums falling due under the Agreement. You may see your consumed units and the charges arising from them, in the Service at any time.

If a payment is not successfully collected, we will notify you and re-present it. Where a sum remains outstanding, we may suspend your access to the Service until it is paid. Continued non-payment for a period of three (3) billing cycles will result in us terminating the Service without notice. We will not delete your data on account of non-payment without first giving you notice.

Variation of charges

We reserve the right to change the Rates and Unit Calculations of the Service, at any time. Any changes to the Rates and Unit Calculations will be updated and clearly displayed on our platform and website prior to you being charged at the amended rate and unit calculations. We will use reasonable endeavours to provide not less than thirty (30) days' notice by email before any increase in our Rates, or amendments to our Unit Calculations, take effect. Any new Rates and / or amended Unit Calculations will apply to usage initiated after the date of expiry of the aforementioned notice period. If you do not wish to accept the increase to our Rates or amendments to our Unit Calculations, you may cease using the chargeable features of the Service, or terminate the Agreement under clause 12.

7. Cancellation and refunds

You have a statutory right to cancel the Agreement within fourteen (14) days of the day on which it is concluded, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, and you may terminate the Agreement at any time thereafter in accordance with clause 12. Our Cancellation and Refunds page sets out how each right is exercised and the sums, if any, payable on cancellation.

8. Availability of the Service

We will take reasonable steps to keep the Service available, but we do not warrant that it will be available without interruption or free from error. We may suspend the Service in order to carry out maintenance, and will provide such notice of any planned suspension as is reasonably practicable.

The Service is dependent upon the Tesla Fleet API, which is operated by Tesla, Inc. and is outside our control. Where Tesla, Inc. modifies, restricts, suspends or withdraws access to that interface, the whole or any part of the Service may cease to function. Where any such event permanently prevents us from providing the Service, we will notify you and either vary or terminate the Agreement in accordance with clause 12. The agreement under which we obtain that access requires us, if it comes to an end, to delete any Vehicle Data we hold; we would therefore, accordingly do so, as set out in our Privacy Policy.

9. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under the Agreement (except for payment obligations) if such delay or failure is caused by an event beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, riots, terrorism, cyber-attacks, industrial disputes, government orders, or prolonged internet, power, or telecommunications outages ("Force Majeure Event").

The party affected by a Force Majeure Event shall promptly notify the other party in writing, stating the nature and expected duration of the event, and shall use all reasonable endeavours to mitigate the effects of the disruption.

In the event that a Force Majeure Event continues to prevent performance of the Service for a continuous period of more than thirty (30) days, either party may terminate the Agreement immediately upon written notice, without liability except for outstanding fees owed prior to the Force Majeure Event.

10. Our liability to you

Under the Consumer Rights Act 2015 we are required to supply the Service with reasonable care and skill. If we fail to do so, we may perform the Service again where reasonably possible. Where re-performance is impossible, we can provide you with a reduction in price at our discretion. Those remedies are conferred on you by statute and nothing in these Terms affects them.

We are liable to you for any loss or damage which you may suffer that is a foreseeable consequence of our breach of the Agreement.

We do not exclude or limit our liability to you in any way in respect of:

• death or personal injury caused by our negligence, or that of our employees, agents or subcontractors;
• fraud or fraudulent misrepresentation; or
• any other matter in respect of which it would be unlawful for us to exclude or limit our liability.

We are not liable for loss or damage that was not foreseeable, nor for loss or damage arising from Vehicle Data being delayed, unavailable, incomplete or inaccurate to the extent that this is attributable to Tesla, Inc., the Tesla Fleet API or a Connected Vehicle rather than to us. We supply the Service for domestic and private use only, and accordingly we have no liability to you for any loss of profit, loss of business, interruption to business or loss of business opportunity.

Where the Service is chargeable to you, the amount of our liability is limited. Subject to the statutory remedies described at the beginning of this clause 10, and to the matters listed above in respect of which we neither exclude nor limit our liability, our total liability to you for all claims arising out of or in connection with the Agreement, whether in contract, in tort (including negligence), for breach of statutory duty or otherwise, is limited in the aggregate to three times the average monthly charge accruing to your Account under clause 6 in the three billing periods immediately preceding the billing period in which the event giving rise to the liability occurred. Where your Account has existed for fewer than three billing periods at that date, the average is taken over such billing periods as have elapsed. A charge accrues for this purpose when the units are consumed, whether or not it had by that date been collected from your payment method, and whether or not the total had reached the 30p minimum described in clause 6.

Where the Service is free of charge to you, that limit is nil. If no charge has accrued to your Account under clause 6 at the date of the event giving rise to the liability, we have no liability to you. That will be the position where the only signal your Connected Vehicles report is the software version signal, which is free of charge without limit under clause 6. This paragraph does not affect the statutory remedies described at the beginning of this clause 10, the matters listed above in respect of which we neither exclude nor limit our liability, or any other right or remedy conferred on you by law which cannot lawfully be excluded.

11. Personal data

We process personal data relating to you in accordance with our Privacy Policy, which forms part of the Agreement and addresses in particular, the treatment of location data.

12. Termination

You may terminate the Agreement at any time by giving us fourteen (14) days’ notice by email at support@podee.app, and we will close your Account upon receipt of the notice and payment of any outstanding sums associated with the Account. Withdrawing the Service's authorisation in your Tesla Account will stop further Vehicle Data reaching us, but it is not by itself notice of termination. Should the intention be to terminate the Agreement, you should provide written notice to us in accordance with this clause. On termination of the Agreement, you remain liable for any charges accrued in respect of usage up to the date of termination. Following closure of your Account we delete the data we hold within thirty (30) days, save for any records we are required to keep, pursuant to our Privacy Policy.

We may suspend your access to the Service, or terminate the Agreement immediately if you:

• commit a material or repeated breach of these Terms or of the Acceptable Use Policy; or
• use the Service for any unlawful purpose, or to monitor any individual without that individual's consent.

Where you fail to pay any sum due under the Agreement within three (3) billing cycles after we have requested payment, we may suspend your access to the Service, or terminate the Agreement.

Where we do not terminate the Agreement immediately, we will ordinarily notify you of the breach before suspending or terminating the Agreement. Where the breach consists of the monitoring of an individual without that individual's consent, or where we consider that the safety of any person is at risk; in those circumstances we will act with immediate effect and the Agreement will be terminated without notice, and we may report the matter to the police or other competent authority.

Termination does not affect any right or liability that has accrued to either party before the date of termination. Clauses 1, 10, 11, 15 and 16 survive termination, as does clause 6 in respect of sums accrued before termination, which are metered and collected in the ordinary billing cycle after the Agreement has come to an end.

13. Variation of these Terms

We may vary these Terms from time to time, for example to reflect a change to the Service or a change in the law. We will provide not less than thirty (30) days' notice by email of any variation that affects you, and if you do not wish to accept the variation you may terminate the Agreement under clause 12 before the variation takes effect.

14. Complaints

If you are dissatisfied with any aspect of the Service, please contact us at support@podee.app and we will seek to resolve the matter to the best of our ability. We aim to acknowledge complaints within five (5) working days and to resolve them within fifteen (15) working days of receipt.

15. Governing law and jurisdiction

The Agreement, its subject matter and its formation are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction to determine any dispute arising out of or in connection with it.

16. General

• If any provision of these Terms is held by a court or other competent authority to be invalid, unlawful or unenforceable, that provision shall be severed and the remaining provisions continue in full force and effect.
• No delay or failure on our part in exercising or enforcing any right or remedy under the Agreement constitutes a waiver of that right or remedy, or prevents us from exercising or enforcing it subsequently.
• We may transfer our rights and obligations under the Agreement to another entity, for example on a sale of our business. We will notify you before doing so, and the transfer will not reduce your rights under the Agreement or at law.
• A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.