These Services Terms are part of the Aalto Services Agreement. Each set of terms below applies only if you use the relevant product, and supplements (and is governed by) the General Terms. The list of Services Terms below does not indicate that a Service or part of a Service is available in a particular country.
- Aalto Financial Services Terms
- Centro Terms
- Aalto Charge Terms
- Aalto Fleets Terms
- Aalto Vision Terms
- Aalto Roam Terms
Aalto Financial Services Terms
1. Aalto Financial Services.
These terms (“Aalto Financial Services Terms”) supplement the General Terms and apply to a Service if incorporated by reference into the applicable Services Terms. Capitalized terms that are not defined in these Aalto Financial Services Terms have the same meanings given to them in the General Terms.
2. User’s Obligations.
2.1 User’s Business. User must be a business (including sole proprietor), governmental or public sector entity, or non-profit organization, and must be located in the same country where Aalto is providing the Services to User, or in a country approved by Aalto with respect to the Services. User’s use of the Services is subject to approval by Aalto.
2.2 User Information. To access the Services, and upon Aalto’s request, User must promptly provide complete and accurate User Information to Aalto in a form satisfactory to Aalto, and must keep the User Information in its Aalto Account current. User must promptly update its Aalto Account with any changes affecting User, including changes affecting its business activities, Representatives, beneficial owners, and principals. User also must promptly notify Aalto and provide updated User Information if (a) User experiences or anticipates experiencing a Change of Control; (b) User experiences or anticipates experiencing a material change in User’s business or financial condition, including if User experiences or is likely to experience a User Insolvency Event; (c) the regulatory status of the business for which User is using the Services changes, including if it becomes subject, or no longer subject, to regulatory oversight; or (d) a Governmental Authority has notified User that it or its business is the subject of investigative action.
2.3 Information Aalto Obtains. User authorizes Aalto to obtain information about User and its business from Aalto’s service providers and other third parties, including credit reporting agencies, banking partners and information bureaus, for the purposes of this Agreement. This information may include User’s, or User’s Representative’s, name, addresses, credit history, banking relationships, and financial history. User must authorize and direct those third parties to compile and provide this information to Aalto.
2.4 Financial Providers. User must comply with all Financial Provider Terms that apply to User’s use of the Services. If there is any inconsistency between any provision of this Agreement and the Financial Provider Terms, the applicable Financial Provider Terms will prevail to the extent of the inconsistency. The Financial Provider Terms may be amended from time to time, and User’s continued use of the applicable Services constitutes User’s agreement to those amended terms. To the extent Law and applicable Financial Provider Terms permit, Aalto and its Affiliates are not liable for failures or delays in performance by any third party Financial Provider, including as a result of (a) its failure to settle a Transaction to Aalto or its Affiliates; or (b) its default, insolvency, or bankruptcy.
2.5 Assessed Fines. User is responsible for all Assessed Fines and must reimburse Aalto for its payment of Assessed Fines, except to the extent the Assessed Fines result from Aalto’s negligence, fraud, willful misconduct, or breach of this Agreement.
3. Aalto’s Rights and Obligations.
3.1 Holding of Funds. Depending on the Services User uses, funds payable to User (including Customer payments pending settlement or payout) may be held by Aalto, an applicable Affiliate, or a Financial Provider (including Aalto’s partner banks and payment processors) on User’s behalf. Unless stated otherwise in Services Terms, Aalto will own, and User will not receive, any interest earned on funds held by Aalto or an applicable Affiliate or Financial Provider on User’s behalf. Aalto’s or its Financial Providers’ holding of funds will not affect or delay Aalto’s obligations under this Agreement.
3.2 Dormant Accounts. If User has a positive account balance that remains inactive for an extended period, Aalto may be required to deliver the funds to the appropriate Governmental Authority as abandoned property. However, if Law requires, Aalto or its applicable Affiliate will attempt to notify User before doing so.
3.3 Reserve.
(a) Where permitted in the Services Terms, Aalto may establish a Reserve and will notify User of the Reserve terms (the “Reserve Notice”). The Reserve will be held by Aalto in a Reserve Account and may be used to offset amounts owed to Aalto Entities in accordance with this Agreement. User acknowledges that Aalto has sole control over the Reserve and that User has no legal or equitable right or interest in any earnings generated by any Reserve, and is not entitled to draw funds from any Reserve. Aalto will release to User any funds forming part of the Reserve only if, and to the extent that, Aalto is satisfied that the relevant risk exposure has been mitigated. This section does not limit Aalto’s other rights or remedies under this Agreement.
(b) Aalto may change the Reserve terms if Aalto believes that there is, or is likely to be, a change in the underlying risk presented by the User Group’s use of the Services; or as a Financial Provider requires.
(c) Aalto may fund and replenish the Reserve through any or all of:
(i) using funds User provides upon Aalto’s request;
(ii) using funds that an Aalto Entity owes to any User Entity for Transactions, Charging Sessions, Roaming Sessions, or VPP Program payments; or
(iii) debiting the User Bank Accounts.
(d) If User’s Aalto Account balance becomes negative, then, without limiting Aalto’s other rights or remedies under this Agreement, a portion of the Reserve equal to the amount of the negative balance is automatically deemed to be applied by Aalto to offset the negative Aalto Account balance (thereby becoming the sole property of Aalto), and the Reserve must be promptly replenished in accordance with Section 3.3(c) above.
3.4 Security Interest. User assigns and transfers to, and grants to, Aalto (as agent for each other Aalto Entity, and for the benefit of itself and the other Aalto Entities (collectively, the “Secured Parties”)) a security interest in all of User’s right, title and interest (if any) in and to the following property, whether now existing or hereafter arising (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due of all obligations owing to any Secured Party (the “Secured Obligations”):
(a) all funds owed to User for Transactions, Charging Sessions, Roaming Sessions, and VPP Program payments (including funds owed to User for future Transactions and all funds that Aalto holds on User’s behalf);
(b) all rights to receive credits and payments under this Agreement; and
(c) any Reserve and any beneficial interest in the Reserve Accounts and any funds held in them.
User authorizes and consents to Aalto giving notice of the Collateral to any relevant party who may need to be notified under any local law. User must execute all documents and provide all authorizations that Aalto reasonably requests for the purpose of creating, perfecting (including filing relevant documents), maintaining and enforcing this security interest, even if the request is made after User’s applicable balance with Aalto becomes negative. Except as permitted by this section, User will not assign, grant, create, incur, assume, agree to create, or permit to exist, any security interest, lien, pledge, encumbrance or charge in or over the Reserve, the Reserve Accounts, or any funds held in them.
3.5 Credit Support Requirement. Aalto may require User to provide a guarantee (including a personal, parent or bank guarantee) or letter of credit in a form and substance that satisfies Aalto. In this event, Aalto will inform User of the amount of and the reasons for the requirement. If User is unable to satisfy the requirement when Aalto requires User to do so, Aalto may suspend or terminate User’s access to the Services.
3.6 Negative Balances. If User’s Aalto Account balance (or the Aalto Account balance of any User Entity) is negative, or does not contain funds sufficient to pay amounts that User (or a User Entity) owes to an Aalto Entity or Customers, then without limiting Aalto’s rights under Sections 7.2 and 7.5 of the General Terms, Aalto may debit the User Bank Accounts or the User Bank Account of any User Entities (pursuant to the debit authorization granted by that User Entity) by the amount necessary to collect, and pay out to Customers if applicable, the amounts User owes.
3.7 Payment Card Industry. Aalto provides the Services in a manner consistent with PCI-DSS requirements that apply to Aalto. Card payment processing in connection with the Services is performed by Aalto’s PCI-certified Financial Providers.
3.8 Use of Fraud Signals. If Aalto provides User with information regarding the possibility or likelihood that a transaction may be fraudulent, Aalto may incorporate User’s subsequent actions and inactions into Aalto’s fraud models, for the purpose of identifying future potential fraud.
4. Definitions.
“Financial Provider Terms” means (a) the rules and terms a Financial Provider specifies that apply to that entity’s services; and (b) the PCI Standards.
“PCI-DSS” means the Payment Card Industry Data Security Standard.
“PCI Standards” means PCI-DSS and the Payment Card Industry Software Security Framework (PCI-SSF), including successor standards (if any).
“Reserve” has the meaning given to it in the General Terms.
“Reserve Account” means one or more pooled accounts established by Aalto or its Financial Providers to hold amounts designated as Reserves.
“Aalto Payments Services” means the Services that enable User to accept and refund Customer payments for charging and other energy products and services, perform related financial transactions, and manage Customer disputes.
5. Regional Terms.
United States.
The following Regional Terms apply for Users in the United States.
5.1 Money Transmission. Aalto is not a bank and does not accept deposits. Payment processing, settlement, and any regulated money transmission in connection with the Services are provided by Aalto’s licensed Financial Providers.
Centro Terms
1. Centro Services.
These terms (“Centro Terms”) supplement the General Terms and, together with the Aalto Financial Services Terms which are incorporated into these Centro Terms by this reference, govern the use of the Centro Services. Capitalized terms that are not defined in these Centro Terms have the same meanings given to them in the General Terms or the Aalto Financial Services Terms.
2. Description of the Centro Services.
Centro is Aalto’s energy management system. The Centro Services enable User to (a) connect, monitor, and control Connected Devices, including EV charging stations, thermostats, battery storage systems, and other distributed energy resources; (b) price and sell charging and other energy products and services to Customers, including at public and private charging stations; (c) participate in VPP Programs and other grid services; and (d) view settlement, reporting, and analytics through the Aalto Dashboard, in each case as described in the Documentation.
3. Connected Devices.
3.1 Authority Over Devices. User must own each Connected Device or have all rights, authorizations, and consents (including from device owners, site hosts, and property owners) necessary to (a) connect the Connected Device to the Centro Services; and (b) authorize Aalto to monitor and exercise Device Control over the Connected Device as these Centro Terms describe.
3.2 Installation, Maintenance, and Safety. Aalto provides software services only. As between the parties, User is solely responsible for the physical installation, operation, maintenance, repair, and safety of each Connected Device and the electrical and network infrastructure serving it, including compliance with applicable electrical codes, permitting requirements, manufacturer instructions, and utility interconnection requirements.
3.3 Device Control. User authorizes Aalto to transmit Device Control commands to Connected Devices (including starting, stopping, scheduling, throttling, and curtailing charging or discharge) in accordance with User’s configuration, the requirements of VPP Programs in which User participates, and the Documentation. Aalto may decline to transmit, or may suspend, Device Control where Aalto reasonably believes it presents a safety, security, or legal risk. As between the parties, and to the extent Law permits, Aalto is not liable for losses, damages, or costs arising from (a) a Connected Device’s hardware, firmware, or connectivity failures; (b) the acts or omissions of device manufacturers or network operators; or (c) Device Control commands executed in accordance with User’s configuration or applicable Program Terms.
3.4 Compatibility. The Centro Services support the device types, protocols (e.g., OCPP), and manufacturer integrations described in the Documentation, which Aalto may update from time to time. Manufacturer and third-party integrations are Third-Party Services for the purposes of this Agreement.
4. Charging Revenue; Settlement.
4.1 Pricing. User sets the prices for Charging Sessions and other energy products and services User sells at User-operated Connected Devices. User is solely responsible for ensuring that its prices, price displays, and billing practices comply with Law, including any applicable weights-and-measures, metering certification, and EV-charging price-disclosure requirements.
4.2 Collection and Settlement. User authorizes Aalto and its Financial Providers to collect payments from Customers for Charging Sessions and other amounts owed to User through the Services, and to receive, hold, and settle those funds on User’s behalf. Aalto will settle funds owed to User, net of Fees, refunds, disputes, reversals, and other amounts User owes under this Agreement, in accordance with the Payout Schedule, unless a payout delay outside Aalto’s reasonable control occurs or Aalto exercises a right under this Agreement to withhold or delay the settlement. Once Aalto (or its Financial Provider) receives funds for a Charging Session on User’s behalf, the relevant Customer has no further obligation to make payment to User with respect to that Charging Session, and if Aalto does not settle those funds to User, User will have recourse only against Aalto and not the Customer.
4.3 Refunds; Disputes. Notwithstanding anything to the contrary in this Agreement, User is liable to Aalto for the full amount of all Customer payment disputes (including chargebacks), refunds, and reversals relating to User’s Charging Sessions and other sales, regardless of the reason or timing. Aalto may issue refunds to Customers on User’s behalf in accordance with the Aalto Consumer Terms and Aalto’s refund policies (e.g., for failed or faulty sessions), and may deduct corresponding amounts from settlements to User.
4.4 Taxes on User’s Sales. User has sole responsibility for determining, collecting, reporting, and remitting all Taxes that apply to User’s sale of charging, energy, and other products and services, except to the extent the Documentation expressly states that Aalto calculates or collects a specific Tax on User’s behalf.
5. VPP Programs and Grid Services.
5.1 Enrollment and Authorization. Aalto may make VPP Programs available to User. If User elects to participate in a VPP Program, User authorizes Aalto to (a) enroll User’s eligible Connected Devices in the VPP Program; (b) communicate with the Program Operator on User’s behalf; and (c) exercise Device Control over enrolled Connected Devices as necessary to perform under the VPP Program.
5.2 Program Terms. Each VPP Program is subject to the applicable Program Terms, which Aalto will make available to User before or at enrollment. Program Terms are incorporated into this Agreement with respect to that VPP Program. If there is a conflict between these Centro Terms and the applicable Program Terms, the Program Terms prevail with respect to that VPP Program.
5.3 Performance. User must ensure that enrolled Connected Devices remain available, connected, and capable of performing in accordance with User’s commitments under the applicable VPP Program. If a Program Operator imposes penalties, clawbacks, or reduced payments due to non-performance attributable to User or User’s Connected Devices, Aalto may pass those amounts through to User and deduct them from amounts otherwise owed to User.
5.4 Program Payments. Aalto will pay User its share of VPP Program payments, net of Fees, after Aalto receives the corresponding funds from the applicable Program Operator. Aalto does not guarantee (a) that any Connected Device will be accepted into a VPP Program; (b) any level of dispatch, participation, or payment; or (c) the continued existence of any VPP Program. Aalto is not liable for a Program Operator’s failure to pay, default, or insolvency.
5.5 Grid Emergencies and Curtailment. Directives of a utility, grid operator, or Governmental Authority (including emergency curtailment orders) may override User’s configurations and schedules. Aalto may act on those directives without prior notice to User, and doing so is not a breach of this Agreement.
6. Data.
6.1 Device and Telemetry Data. User grants to Aalto a worldwide, non-exclusive, royalty-free license to collect, use, retain, and disclose telemetry and operational data from Connected Devices to provide, secure, develop, and improve the Services, to perform under VPP Programs, and to comply with Law and Program Terms. De-identified Data (including aggregated data constituting De-identified Data) that Aalto generates from the Services is Aalto Data.
6.2 Consents. User must provide all notices to, and obtain all rights and consents from, site hosts, occupants, device owners, and other applicable individuals sufficient to enable Aalto to lawfully collect and use the data described in this Section 6.
7. Disclaimers.
Aalto does not guarantee any level of charging revenue, energy savings, utilization, VPP Program income, or device uptime. Energy prices, market rules, grid conditions, and program availability are outside Aalto’s control and may change at any time. The Centro Services are not utility service, and Aalto is not a public utility, load-serving entity, or retail electricity provider.
The Centro Services are not designed or intended to manage, control, or serve as a component of any life-safety system or load, including medical and life-support equipment and its backup power, emergency lighting and egress systems, fire detection, alarm, and suppression systems, and other systems whose failure could directly result in death or personal injury. User must not connect any such system or load to the Services, and must not configure Device Control so that the preservation of human life or safety depends on the Services. This paragraph does not restrict use of the Services with commercial and industrial facilities and loads generally (including data centers and other critical facilities); however, User remains solely responsible under Section 3.2 for ensuring that any facility- or mission-critical load is protected by appropriate independent fail-safes, redundancy, and protective systems that operate without dependence on the Services.
Connected Devices and the Services depend on wireless carriers, internet service providers, and other communications networks that Aalto does not control and with which Aalto has no contractual relationship on User’s behalf. Device Control commands, telemetry, and other transmissions may be delayed, dropped, or undelivered, and the security of wireless transmissions cannot be guaranteed by those networks. Aalto is not liable for failures or delays attributable to such carriers or networks.
8. Definitions.
“Centro Services” means the Services described in Section 2 of these Centro Terms.
“Charging Session” means a session in which energy is dispensed (or made available) to a Customer at a charging station, together with the associated authorization, metering, pricing, and payment events.
“Connected Device” means a distributed energy resource or device (including an EV charging station, thermostat, or battery storage system) that User connects to the Services.
“Device Control” means commands transmitted through the Services that start, stop, schedule, limit, curtail, or otherwise modify the operation of a Connected Device.
“Payout Schedule” means the schedule on which Aalto settles funds owed to User, as stated in the Aalto Dashboard or Documentation.
“Program Operator” means the utility, grid operator, market operator, aggregator, or other entity that administers a VPP Program.
“Program Terms” means the terms, requirements, and rules that a Program Operator (or Aalto, with respect to an Aalto-administered program) imposes on participation in a VPP Program.
“VPP Program” means a virtual power plant, demand response, flexibility, or other grid-services program in which Connected Devices may participate through the Services.
Aalto Charge Terms
1. Aalto Charge Services.
These terms (“Aalto Charge Terms”) supplement the General Terms and, together with the Aalto Financial Services Terms which are incorporated into these Aalto Charge Terms by this reference, govern the use of the Aalto Charge Services. Capitalized terms that are not defined in these Aalto Charge Terms have the same meanings given to them in the General Terms or the Aalto Financial Services Terms.
2. Description of the Aalto Charge Services.
Aalto Charge is Aalto’s universal charging application (web, iOS, and Android) through which Drivers locate, start, and pay for charging across many charging networks, including stations operated on Aalto’s platform and stations connected through roaming. These Aalto Charge Terms govern User’s participation as a business whose charging stations are made available to Drivers through Aalto Charge. Drivers’ use of Aalto Charge is governed by the Aalto Consumer Terms, not by this Agreement.
3. User’s Obligations.
3.1 Station Information. User must provide, and keep current, complete and accurate information about each of User’s charging stations made available through Aalto Charge, including location, access conditions, connector types, power levels, operational status, and pricing.
3.2 Station Operation and Support. User is solely responsible for the operation, maintenance, and repair of its charging stations, and for resolving hardware- and site-related issues. Aalto will provide app-level support to Drivers; User must cooperate with Aalto to resolve Driver issues attributable to User’s stations.
3.3 Session Authorization. User must honor, and deliver energy for, Charging Sessions authorized through Aalto Charge, and must ensure that energy delivered is accurately metered and reported to Aalto.
3.4 Regulatory Compliance. User is solely responsible for its compliance with Law applicable to operating charging stations and selling energy, including measurement, metering-certification, price-posting, accessibility, and consumer-protection requirements.
4. Transactions; Settlement.
4.1 Collection of Driver Payments. User authorizes Aalto and its Financial Providers to collect payments from Drivers for Charging Sessions at User’s stations, and to receive, hold, and settle those funds on User’s behalf.
4.2 Settlement. Aalto will settle funds owed to User for Charging Sessions, net of Fees, refunds, disputes, reversals, and other amounts User owes under this Agreement, in accordance with the Payout Schedule. Once Aalto (or its Financial Provider) receives funds for a Charging Session on User’s behalf, the relevant Driver has no further obligation to make payment to User with respect to that Charging Session, and if Aalto does not settle those funds to User, User will have recourse only against Aalto and not the Driver.
4.3 Refunds; Disputes. Aalto may issue refunds or credits to Drivers in accordance with the Aalto Consumer Terms and Aalto’s refund policies, including for sessions that fail, deliver materially less energy than charged, or are erroneously priced due to inaccurate station data User provided. User is liable to Aalto for the full amount of all Driver payment disputes (including chargebacks), refunds, and reversals attributable to User’s stations, and Aalto may deduct those amounts from settlements to User.
4.4 Receipts. Aalto may issue receipts to Drivers for Charging Sessions on User’s behalf, and those receipts are binding on User.
5. Aalto’s Rights.
Aalto may (a) suspend or remove any of User’s charging stations from Aalto Charge, including for inaccurate station data, excessive failed sessions, Driver complaints, suspected fraud, or safety concerns; (b) refuse to authorize or complete any Charging Session that Aalto believes is fraudulent, unauthorized, or presents unacceptable risk; and (c) determine how stations are displayed, ranked, and surfaced to Drivers within Aalto Charge.
6. Definitions.
“Driver” means an end user of Aalto Charge. A Driver is a Customer for purposes of this Agreement.
“Aalto Charge” means Aalto’s consumer charging application (web, iOS, and Android).
“Aalto Charge Services” means the Services that make User’s charging stations available to Drivers through Aalto Charge and enable the collection and settlement of Driver payments, as described in Section 2 of these Aalto Charge Terms.
“Charging Session” and “Payout Schedule” have the meanings given to them in the Centro Terms.
Aalto Fleets Terms
1. Aalto Fleets Services.
These terms (“Aalto Fleets Terms”) supplement the General Terms and, together with the Aalto Financial Services Terms which are incorporated into these Aalto Fleets Terms by this reference, govern the use of the Aalto Fleets Services. Capitalized terms that are not defined in these Aalto Fleets Terms have the same meanings given to them in the General Terms or the Aalto Financial Services Terms.
2. Description of the Aalto Fleets Services.
The Aalto Fleets Services enable User to (a) connect Fleet Vehicles to the Services through OEM Integrations and other supported telematics connections; (b) monitor vehicle and charging status; (c) manage and schedule charging at User’s own charging stations and at public charging networks; and (d) consolidate User’s charging spend into User’s Aalto Account, in each case as described in the Documentation.
3. Vehicle Connections.
3.1 Authority and Consents. User must have all rights, authorizations, and consents necessary to connect each Fleet Vehicle to the Services and to authorize Aalto to collect and use data from that Fleet Vehicle. User must provide all notices to, and obtain all consents from, drivers and other individuals whose Personal Data (including location data) may be collected through a connected Fleet Vehicle, sufficient to enable Aalto to lawfully collect, use, retain, and disclose that data as this Agreement and Aalto’s Privacy Policy describe.
3.2 OEM and Third-Party Integrations. OEM Integrations and telematics connections are Third-Party Services. User’s use of them is subject to the applicable vehicle manufacturer’s or connectivity provider’s terms, and an OEM or provider may change, limit, or discontinue API access at any time. Aalto disclaims all responsibility and liability for the availability, accuracy, and performance of OEM Integrations.
3.3 Credentials. User authorizes Aalto to store and use the account credentials, tokens, and authorizations User provides to establish and maintain vehicle connections.
4. Fleet Charging; Consolidated Payment.
4.1 Payment on User’s Behalf. Where User uses the Aalto Fleets Services to charge at third-party charging networks, User authorizes Aalto to pay those networks for Fleet Charging Transactions on User’s behalf, and to collect the corresponding amounts (plus applicable Fees) from User by deducting them from User’s Aalto Account balance, charging User’s Payment Method, or invoicing User. Invoiced amounts are due within the period stated on the invoice.
4.2 Network Pricing. Prices for charging at third-party networks are set by those networks and may include roaming or service fees. Any price estimates the Services display are estimates only; User owes the amount actually charged by the network as reflected in the session record.
4.3 Responsibility for Use. User is responsible for all Fleet Charging Transactions initiated using User’s Aalto Account, credentials, vehicles, or charging credentials (including cards, tags, or app access issued to User’s drivers), whether or not authorized by User. User must promptly disable access for drivers and vehicles that leave User’s fleet, and may use the spending and access controls the Services provide.
5. Data.
User grants to Aalto a worldwide, non-exclusive, royalty-free license to collect, use, retain, and disclose vehicle and charging data from connected Fleet Vehicles to provide, secure, develop, and improve the Services and to comply with Law. De-identified Data (including aggregated data constituting De-identified Data) that Aalto generates from the Services is Aalto Data.
6. Disclaimers.
Aalto does not guarantee (a) the availability or functionality of any third-party charging network or station; (b) the accuracy of vehicle data received through OEM Integrations, including state-of-charge and range estimates; or (c) any level of cost savings. Charging recommendations and schedules the Services generate are informational and depend on data provided by third parties.
The Services are designed to support fleet operations; they are not a substitute for safe and attentive driving. User must ensure that its drivers do not view or interact with the Services or any Aalto application while operating a vehicle, and that drivers comply with all Laws governing mobile device use while driving. Drivers remain solely responsible for the safe operation of their vehicles at all times, and Aalto is not liable for accidents, violations, or losses arising from a driver’s operation of a vehicle.
The Services depend on OEM Integrations, wireless carriers, and other communications networks that Aalto does not control. Vehicle data, commands, and other transmissions may be delayed, dropped, or undelivered, and Aalto is not liable for failures or delays attributable to such networks or providers.
7. Definitions.
“Fleet Charging Transaction” means a charging session for a Fleet Vehicle that is initiated, recorded, or paid through the Aalto Fleets Services, at User’s own charging stations or at a third-party charging network.
“Fleet Vehicle” means a vehicle that User connects to the Services.
“OEM Integration” means an API or other integration with a vehicle manufacturer or third-party connectivity provider through which the Services access vehicle data and controls.
“Aalto Fleets Services” means the Services described in Section 2 of these Aalto Fleets Terms.
Aalto Vision Terms
1. Aalto Vision Services.
These terms (“Aalto Vision Terms”) supplement the General Terms and govern the use of the Aalto Vision Services and Vision Data. Capitalized terms that are not defined in these Aalto Vision Terms have the same meanings given to them in the General Terms.
2. Description of the Aalto Vision Services.
The Aalto Vision Services provide analytics, forecasts, and recommendations generated using machine-learning models and data available to Aalto: for example, recommendations on pricing User’s charging stations, utilization and demand forecasts, site and capacity planning, and strategies for orchestrating behind-the-meter distributed energy resources (including at large facilities such as data centers), in each case as described in the Documentation.
3. Permitted Use.
User may use the Aalto Vision Services and Vision Data only for User’s internal Business Purposes in connection with the planning, pricing, and operation of User’s energy assets and business.
4. Services Restrictions.
User must not, and must not enable or allow any third party to:
(a) sell, rent, transfer, publish, or otherwise make Vision Data available to any third party, except to User’s professional advisors and service providers bound by confidentiality obligations and acting on User’s behalf;
(b) use the Aalto Vision Services or Vision Data to develop, train, enhance, or validate any machine learning model, product, or service that is a substitute for, or competes with, the Services;
(c) modify, disassemble, or otherwise attempt to derive the underlying structure, models, or algorithms used to generate Vision Data; or
(d) represent that any Vision Data constitutes a guarantee, certification, or endorsement by Aalto.
5. Vision Input Data.
The Aalto Vision Services rely on the accuracy and completeness of Vision Input Data. User must ensure that Vision Input Data is accurate, complete, and current, and that User has all rights and consents necessary to provide it to Aalto. User grants to Aalto a worldwide, non-exclusive, royalty-free license to use Vision Input Data to provide, secure, develop, and improve the Services. Inaccurate or incomplete Vision Input Data may cause the Aalto Vision Services to generate inaccurate Vision Data, and Aalto is not responsible for resulting inaccuracies, errors, or omissions.
6. Responsibility for Decisions; Disclaimers.
6.1 Responsibility for Decisions. User is solely responsible for User’s use of the Aalto Vision Services and Vision Data, and for all decisions User makes and actions User takes in reliance on them, including pricing decisions, capital and site decisions, and the implementation of any orchestration strategy. Before implementing any recommendation affecting physical equipment, electrical infrastructure, or grid interactions, User must perform its own engineering, safety, interconnection, and regulatory review.
6.2 Disclaimers. Vision Data is generated by statistical and machine-learning methods, is probabilistic in nature, and is based on data available at the time it is generated; it does not auto-update to reflect subsequent changes. Vision Data is provided for informational purposes only and does not constitute engineering, legal, tax, financial, investment, or other professional advice. Aalto does not guarantee any forecast, outcome, level of revenue, or level of savings, and to the maximum extent permitted by Law, Aalto is not liable for any losses, damages, or costs arising from actions User takes or fails to take based on the Aalto Vision Services or Vision Data. The Aalto Vision Services are not designed for, and Vision Data must not be relied on to operate or control, any life-safety system or load of the kind described in Section 7 (Disclaimers) of the Centro Terms.
7. Definitions.
“Aalto Vision Services” means the Services described in Section 2 of these Aalto Vision Terms.
“Vision Data” means the analytics, forecasts, scores, recommendations, and other outputs User receives through the Aalto Vision Services. Vision Data is Aalto Data for the purposes of this Agreement.
“Vision Input Data” means data User provides to Aalto, or directs Aalto to obtain, to enable Aalto to provide the Aalto Vision Services.
Aalto Roam Terms
1. Aalto Roam Services.
These terms (“Aalto Roam Terms”) supplement the General Terms and, together with the Aalto Financial Services Terms which are incorporated into these Aalto Roam Terms by this reference, govern the use of the Aalto Roam Services. Capitalized terms that are not defined in these Aalto Roam Terms have the same meanings given to them in the General Terms or the Aalto Financial Services Terms.
2. Description of the Aalto Roam Services.
The Aalto Roam Services enable User (a charging network operator that manages its stations with its own charging-station management system) to connect User’s charging network to Aalto’s platform (e.g., via OCPI) so that (a) User’s stations are discoverable and transactable by users of Aalto’s platform (including Drivers using Aalto Charge and fleets using Aalto Fleets); and (b) User can access other Services without using Aalto’s charging-station management or energy management systems, in each case as described in the Documentation.
3. User’s Obligations.
3.1 Integration. User must implement and maintain its integration with the Services (including any OCPI endpoint) in accordance with the Documentation, and must promptly implement Updates Aalto requires.
3.2 Station Data and Tariffs. User must provide, and keep current, complete and accurate station data, including location, availability, connector, power level, and tariff information. User is responsible for losses arising from inaccurate station data or tariffs User provides, including refunds Aalto issues to platform users as a result.
3.3 Session Handling and CDRs. User must (a) honor Roaming Sessions authorized through the Services; (b) accurately meter energy delivered; and (c) deliver complete and accurate CDRs within the period stated in the Documentation.
3.4 Operations and Support. User is solely responsible for operating, maintaining, and supporting its stations and network, and must cooperate with Aalto to resolve session failures and platform-user complaints attributable to User’s network.
4. Roaming Settlement.
4.1 Collection and Settlement. User authorizes Aalto and its Financial Providers to collect payments from platform users for Roaming Sessions on User’s network, and to receive, hold, and settle those funds on User’s behalf. Aalto will settle amounts owed to User based on valid CDRs, net of Fees, refunds, disputes, reversals, and other amounts User owes under this Agreement, in accordance with the Payout Schedule.
4.2 CDR Disputes and Corrections. Aalto may withhold settlement of, or reverse, amounts attributable to CDRs that are disputed, materially inconsistent with session telemetry, duplicative, or delivered after the cutoff stated in the Documentation, pending reconciliation between the parties.
4.3 Refunds; Disputes. Aalto may issue refunds or credits to platform users in accordance with the Aalto Consumer Terms and Aalto’s refund policies for failed or faulty Roaming Sessions on User’s network. User is liable to Aalto for the full amount of payment disputes (including chargebacks), refunds, and reversals attributable to Roaming Sessions on User’s network, and Aalto may deduct those amounts from settlements to User.
5. Aalto’s Rights.
Aalto may suspend or remove any of User’s stations, or User’s network, from the platform (including for inaccurate station data, excessive failed sessions, CDR irregularities, suspected fraud, or safety concerns), and may determine how User’s stations are displayed, ranked, and surfaced to platform users.
6. Definitions.
“CDR” (charge detail record) means the record of a completed Roaming Session that User delivers to Aalto, including the energy delivered, duration, applicable tariff, and total amount.
“OCPI” means the Open Charge Point Interface protocol.
“Roaming Session” means a charging session on User’s network initiated by a user of Aalto’s platform through the Services.
“Aalto Roam Services” means the Services described in Section 2 of these Aalto Roam Terms.
“Payout Schedule” has the meaning given to it in the Centro Terms.