This Terms of Service agreement (the “Agreement”) is between Envision Cloud (referred to as “Company,” “we,” “us,” or “our”) and the individual or legal entity accessing or using our services (referred to as “Customer,” “you,” or “your”). This Agreement governs your access to and use of the cloud hosting services, software, and technical support provided by the Company (collectively, the “Services”).

The following documents, incorporated by reference, together with these Terms, constitute the complete and binding Agreement between you and the Company

our Service Level Agreement (SLA),
our Data Processing Addendum (DPA),
any mutually executed Order Form, proposal, or quote, and
any applicable technical or operational documentation we may provide

Envision Cloud may revise or update these Terms from time to time in accordance with Section 16.1 (Amendments). Continued use of the Services after any such change constitutes your acceptance of the revised Terms.

1. Definitions

1.2 Application

is a content management system (CMS), such as WordPress, or any website used in connection with the Services.

1.3 Arbitration

is a method of resolving disputes outside of court, where a neutral third party (the arbitrator) reviews evidence and arguments from both sides and makes a binding decision.

1.4 AUP

stands for "Acceptable Use Policy," outlining prohibited actions and unacceptable behavior related to the use of the Services.

1.5 Customer

identifies the entity or individual named on the Order.

1.6 Customer Content

includes any data (such as software applications) stored by Customer on the cloud infrastructure provided by Supplier, including text, images, audio, video, log files, and documentation (printed or electronic).

1.7 End User(s)

describes any individual or entity, other than the Customer, who accesses the Application or Services provided by the Customer.

1.8 Force Majeure Event

refers to any event beyond a Party’s reasonable control, including but not limited to war, natural disasters, strikes, government actions, epidemics, power failure, or similar occurrences.

1.9 Intellectual Property Rights

cover all intellectual property of any kind, such as patents, designs, trademarks, copyrights, domain names, trade names (registered or unregistered), database and design rights, inventions, software, know-how, confidential information, goodwill, and related rights.

1.10 Malicious Code

includes viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

1.11 Party

refers to either the Company or the Customer individually; together, they are the "Parties."

1.12 Services

describes Envision’s SaaS products, tools, software, hardware, and infrastructure.

1.13 Service Fees

are the charges for the Services, including monthly recurring and non-recurring fees as detailed in the Order.

1.14 Third-Party Service

refers to any product, service, software, or application provided by a third party that is used alongside the Services, including plugins, extensions, integrations, or external platforms not operated or controlled by the Company.

1.15 User

identifies an employee, contractor, or other individual associated with Customer who has been given access to the Services.

2. Agreement Formation

2.1 Authority

If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the term "you" shall refer to such entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

2.2 Eligibility

If you are under the age of majority in your jurisdiction (usually 18 years) (a “Minor”), you must review these Terms with your parent or legal guardian. Under Dutch law (Article 1:234 BW), Minors may only independently enter into agreements for customary matters appropriate to their age; otherwise, parental or guardian consent is required. The parent or legal guardian of a Minor is bound by these Terms and is responsible for all access to and use of the Account or Services, including any purchases made by the Minor.

2.3 Acceptance

By using the Services, signing an order form, or clicking to accept these Terms where such option is presented, you confirm that you have read, understood, and agreed to be legally bound by this Agreement. This creates a binding contract on behalf of yourself or the entity you represent.

3. Use rights and Protection of Service

3.1 Responsibility

Customer (and its Users) shall be responsible for compliance within these terms; be responsible for the accuracy, quality and legality of Customer’s data (such as account details) and of the means by which Customer acquired the data.

3.2 User Administration

The Customer may designate one or more Users as administrators with authority to manage and operate the Services on its behalf. No other direct access to the underlying infrastructure or servers is permitted. The Customer remains fully responsible for all actions or omissions by its Users in connection with their use of the Services.

3.3 Determination of Violation

Company shall have sole discretion in determining whether Customer’s conduct violates this agreement and its determination shall be final and binding.

3.4 Infrastructure

In case the Company’s infrastructure is damaged (or threatened to be damaged) through the IP Address of a Customer (e.g. virus or malware) or otherwise, EVCloud is expressly authorized to immediately interrupt the Services and shall inform the Customer thereof.

3.5 Compliance with Law

Customer agrees to use the Services in full compliance with all applicable laws and regulations, including those governing data protection, intellectual property, consumer protection, export controls, sanctions, anti-corruption, and anti-money laundering. Customer shall not use the Services in any way (more in clause 3.7) that could cause the Company or its partners to violate applicable law and will be responsible for any resulting charges, damages, or penalties.

3.6 Illegal or Prohibited Content

Customer shall not upload, post, publish, transmit, or otherwise make available through the Services any content that:

• Is defamatory, obscene, fraudulent, false, deceptive or harrassing.

• May create a risk of harm, loss, damage, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, to any animal or to any property;

• Collect, store, or process any personally identifiable information that is deemed sensitive such as social security numbers, credit card information, or passwords, unless expressly authorized by law;

• Promotes or incites terrorism, hate speech, discrimination, or violence;

• Is sexually explicit, including but not limited to content that is pornographic or sexually exploitative of minors;

• Facilitates or engages in prostitution, human trafficking, or any activity prohibited by law.

3.7 Service restrictions

Customer shall not use, or permit any User to use, the Services in ways that interfere with or misuse the platform, including but not limited to:

• Reverse look-up, trace, or attempt to obtain information of any other user or visitor of the Services, or use the Services for any purpose of gathering such information;

• Transmit or distribute unsolicited commercial emails, spam, chain letters, or other forms of unsolicited communication;

• Impersonate any person or entity, misrepresent the Customer’s affiliation with any person or entity, engage in fraud, or conceal the Customer's true identity;

• Use any device, software, or process to interfere with the proper working of the Services, any Content, or the networks and systems connected to the Services, or disrupt the legitimate use of the Services by others;

• Conduct or facilitate the unlawful processing of End User information or data, including but not limited to discriminatory profiling of individuals or groups of natural persons for unlawful purposes;Use the Services, or any Content, for any unlawful purpose, or for any purpose that is prohibited under this Agreement;

• Copy, duplicate, or reproduce the Services, in whole or in part;

• Decompile, disassemble, reverse engineer, or otherwise attempt to extract or perceive the source code from any software components of the Services;

• Modify, adapt, translate, or create derivative works of the Services or any documentation, except with Envision's prior written consent;

• Assign, sublicense, resell, lease, rent, transfer, or encumber Customer’s rights;

• Use the Services to build, develop, or design any competing product or service, or to replicate the functionality of the Services;

• Use any "deep-link", "page-scrape", "robot", "spider", or other automatic or manual process to access, copy, or monitor any portion of the Services or any Content, or attempt to obtain any materials, documents, or information through unauthorized means;

• Operate open proxy services, Internet Relay Chat (IRC) servers and clients or cryptocurrency mining operations.

• Load testing of any kind is strictly prohibited. Customer shall ensure that no testing activity impacts our systems, infrastructure, or any third-party services, except within the Customer’s own applications;

3.8 Limitations

Customer shall ensure that all resource usage under their plan—including but not limited to visits, disk space, and bandwidth—is accurately monitored and maintained within the allocated quotas. The Services must not be overburdened or misused in a manner that negatively impacts the performance, stability, or availability of any infrastructure.

4. Fees, Subscriptions and Payments

4.1 Payment Terms

Customer agrees to pay all fees in full, without offset or deduction, using a valid payment method. Unless otherwise specified, fees are due within thirty (30) days of invoice, are non-cancelable and non-refundable, and must be paid in EUR (Euro). All fees are exclusive of applicable taxes, which are the sole responsibility of the Customer. If required by law, we may collect or pay such taxes on behalf of the Customer, in which case the Customer will be invoiced unless a valid exemption certificate is provided. The Customer remains liable for all fees incurred through use of the Services, including when used on behalf of third parties. Failure to pay may result in suspension or termination in accordance with Section 4.7.

4.2 Recurring Payments

By selecting a pricing plan, the Customer acknowledges that the Services involve recurring charges and accepts full responsibility for ongoing payment obligations, including applicable taxes or additional charges. Payments will be automatically billed by Stripe according to the billing cycle of the selected plan until cancelled in accordance with this Agreement. The Customer is responsible for keeping payment details accurate and up to date.

4.3 Payment Processing

All transactions are processed through our third-party provider, Stripe Inc. (“Stripe”). Stripe is responsible for handling payment processing, issuing invoices, and responding to any customer service inquiries related to billing or transactions. By using the Services, the Customer agrees to comply with Stripe’s applicable terms and policies.

4.4 Modification

We reserve the right to modify fees, provided that notice will be given to the Customer prior to any such changes

4.5 Fee Disputes

Any dispute regarding fees must be submitted in writing within thirty (30) days of receipt of the relevant invoice. Disputes not raised within this period are deemed waived.

4.6 Overdue Payments

If payment is not received within fourteen (14) days of the invoice date, the Company may suspend Services without further notice. If payment remains outstanding for thirty (30) days, the Company may, after providing a final written warning, permanently delete all Customer data. The Customer acknowledges sole responsibility for all consequences of such deletion, including loss of data, business interruption, or other damages. The Company disclaims all liability once notice has been provided.

5. Customer Content

5.1 Definition

“Customer Content” means all materials—including text, data, code, software, designs, images, media files, logos, and any other content—that the Customer uploads, posts, transmits, stores, or otherwise processes in connection with the Services.

5.2 Responsibility

The Customer is solely responsible for all Customer Content, including its creation, accuracy, integrity, security, development, modification, performance, and timely export or transfer upon termination or migration of Services. The Customer is strongly advised to maintain regular backups of all Customer Content. The Company disclaims all liability for any loss, corruption, irretrievability, interception, or other adverse outcomes affecting Customer Content, whether transmitted through the Services or over the Internet.

5.3 Monitoring and Removal

The Company has no obligation to monitor, validate, correct, or update Customer Content. However, the Company reserves the right, in its sole discretion and without liability, to edit, remove, or refuse to display any Customer Content that violates this Agreement.

5.4 Ownership and License

The Customer retains all rights, title, and interest in and to its Customer Content. To the extent necessary for the provision and improvement of the Services, the Customer grants the Company a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to:

• access and use Customer Content on the Customer’s behalf;

• copy, reproduce, and distribute Customer Content;

• modify, translate, and create derivative works of Customer Content;

• publicly display and perform Customer Content.

This license is limited to activities strictly required to provide, improve, or secure the Services and terminates when the Services cease.

5.5 Compliance

The Customer represents and warrants that all Customer Content complies with applicable laws and with Sections 3.5 and 3.6 of this Agreement.

5.6 End Users

Any natural person accessing or using the Customer’s websites, pages, or content created through the Services is deemed an “End User” of the Customer. The Company maintains no direct relationship with End Users and bears no responsibility for the Customer’s collection, handling, or use of End User information.

6. Obligation to End User(s)

6.1 Data Processing

The Customer may have obligations under applicable local laws beyond those set forth in this Agreement. Use of the Services does not guarantee compliance with such laws, and EvCloud is not responsible for the Customer’s compliance. Any obligations of EvCloud to assist the Customer in handling End User information are set forth exclusively in a separate Data Processing Agreement executed between the parties.

6.2 Privacy Rights

The Customer is solely responsible for responding to End Users who exercise privacy rights under applicable law, including rights such as data erasure. The Customer acts as the data controller for all information collected or processed through the Services, including via third-party applications. EvCloud does not act as a data controller and is not responsible for managing End User privacy requests. Where legally permitted, EvCloud will notify the Customer of any such requests it receives.

6.3 Security

The Customer shall implement reasonable measures to protect End User information, including personal data, from unauthorized access or use. In the event of any breach, compromise, or inadvertent exposure of End User information, the Customer is solely responsible for taking all legally required actions, including notifying affected parties. EvCloud shall bear no liability for any such incidents.

7. Intellectual Property Rights

7.1 Services

For the duration of this Agreement (see Section 12), the Company grants the Customer a limited, non-exclusive, non-transferable license to access and use the Services—including hosted systems, web tools, and software features—solely for the Customer’s internal business operations and in accordance with provided documentation. All Services are delivered electronically.

7.2 IP Adress

The Company may provide the Customer with the right to use certain IP (Internet Protocol) addresses owned or licensed by the Company in connection with the Services. Such rights automatically terminate upon expiration or termination of this Agreement for any reason.

7.3 Ownership

both the Customer and Company retain their rights, title, and interest in its own technology, data, and confidential information. Neither attempt to derive source code or trade secrets from the other party’s property.

7.4 Feedback

The Company shall have a worldwide, royalty-free, irrevocable, and perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or feedback provided by the Customer or its Users.

7.5 Customer Applications and Code

If the Customer, a third party on its behalf, or a User creates applications or program code using the Services, the Customer authorizes the Company to host, copy, transmit, display, and adapt such applications or code as necessary to provide the Services. Except for this limited authorization, the Company acquires no ownership rights in such applications or code, including any related intellectual property rights.

7.6 Company Ownership of Services

All rights, title, and interest in the Services are exclusively owned by or licensed to the Company. This includes, without limitation:

• software, source and object code (including HTML), applications, algorithms, data, and logs;

• servers, systems, and documentation (including derivatives and versions);

• website templates, widgets, artwork, graphics, designs, animations, interfaces, and layouts;

• audio, music, video, advertising tools, and acquisition tools;

• trademarks, logos, domains, and other brand assets, whether registered or unregistered.

All such materials are protected under applicable intellectual property, privacy, publicity, and related laws.

8. Third Party Services

8.1 Use of Third-Party Services

The Services may include or provide access to third-party content, websites, applications, software, services, or resources (“Third-Party Services”) that are not under the Company’s control. The Customer acknowledges and agrees that use of any Third-Party Services is at its own risk. The Company is not responsible or liable for such services. It is the Customer’s responsibility to review and comply with all applicable licenses, terms, and privacy policies governing Third-Party Services.

8.2 Sub-contractors

We may engage sub-contractors to fulfill its contractual obligations.

9. Termination

9.1 Terms

Unless otherwise specified in an Order Form, this Agreement commences on the Effective Date and will automatically renew for successive terms equal in duration to the initial term, unless the Customer cancels its subscription prior to the renewal date.

9.2 Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party:

• commits a material breach of this Agreement and fails to remedy such breach (or provide a reasonable remediation plan) within thirty (30) days after receiving written notice;

• discontinues its business operations without a successor entity; or

• files for, or becomes subject to, bankruptcy, receivership, or any similar insolvency proceeding, which is not dismissed within sixty (60) days.

  
  

9.3 Suspension or Termination by Company

The Company reserves the right, with written notice, to immediately suspend or terminate any Order or provision of Services, without liability, if:

• any of the conditions under Section 9.2 apply; or

• the Company receives a lawful direction or binding instruction from a governmental authority, regulatory body, or recognized internet monitoring organization requiring suspension or termination of Services.

9.4 Surviving Provisions

The following provisions shall survive termination or expiration of this Agreement:

• Section 3 (Fees, Subscription, and Payments),

• Section 7 (Intellectual Property Rights),

• Section 9 (Termination),

• Section 10 (Warranties and Disclaimers),

• Section 14 (Confidentiality),

• and Section 16 (Miscellaneous Provisions).

10. Warranties and Disclaimers

10.1 Customer Warranties

The Customer represents and warrants that:

• its performance under this Agreement, including the use of the Services and any Order(s), will not violate any applicable law, regulation, or contractual obligation, nor unreasonably interfere with the use of the Services by other customers of the Company; and

• it has, and will maintain throughout the Term, all necessary licenses, rights, consents, and permissions required to enable EVCloud to use the Customer Content as necessary to provide the Services.

10.2 Disclaimer of Warranties

The Services are designed for the hosting of websites and web-based applications. To the fullest extent permitted by applicable law, the Services—including all related software, content, and features—are provided strictly on an “as is” and “as available” basis. EVCloud expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, system integration, and accuracy of data.

EVCloud makes no warranty that the Services will:

• meet the Customer’s specific requirements;

• be uninterrupted, timely, secure, or error-free; or

• operate without risks inherent to the use of the internet and electronic communications, such as delays, delivery failures, or data corruption outside EVCloud’s reasonable control.

The Customer acknowledges that it is solely responsible for ensuring that its use of the Services complies with all applicable laws and regulations in the relevant jurisdiction(s). Neither EVCloud nor its third-party providers shall be liable for any damages or losses resulting from the Customer’s use of, or reliance on, any content, software, services, or other materials accessed through or developed using the Services.

11. Limitations of Liability

11.1 General Limitation

Except for liability arising from a Party’s willful misconduct, criminal acts, or the Customer’s misappropriation of EVCloud’s intellectual property rights, neither Party—nor their respective owners, officers, directors, employees, agents, contractors, affiliates, suppliers, licensors, or any other party involved in the creation, production, or delivery of the Services—shall be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages. This includes, without limitation, loss of profits, revenue, savings, goodwill, business interruption, costs of delay, lost or corrupted data, delivery failures, or any third-party claims, regardless of the legal theory (contract, tort, strict liability, or otherwise), and even if such damages were foreseeable or a limited remedy fails of its essential purpose.

In all cases, the total cumulative liability of EVCloud to the Customer for all claims arising out of or related to this Agreement shall not exceed the total fees actually paid by the Customer to EVCloud in the twelve (12) months preceding the event giving rise to the claim. This limitation does not affect the Customer’s obligation to pay all fees and charges due under this Agreement.

11.2 Basis of the Agreement

The Customer acknowledges and agrees that the disclaimers, exclusions, and limitations of liability set forth in Sections 10 and 11 are essential elements of the basis of the bargain between the Parties. They represent a fundamental allocation of risk and form the foundation for the pricing and terms of the Services. Without such limitations, the terms of this Agreement would be materially different.

Certain jurisdictions do not permit the exclusion of certain warranties or the limitation/exclusion of liability for consequential or incidental damages. In such cases, these limitations shall apply only to the maximum extent permitted by applicable law.

12. Idemnification

12.1 Customer Indemnification

The Customer shall defend, indemnify, and hold harmless EVCloud, including its owners, officers, directors, employees, agents, contractors, licensors, and affiliates (collectively, the “EVCloud Indemnitees”), from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to:

• the Customer’s access to or use of the Services;

• any Customer Content or Customer Applications;

• any breach or alleged breach of this Agreement by the Customer; or

• any violation of applicable laws or third-party rights by the Customer.

12.2 Indemnification Procedure

EVCloud shall promptly notify the Customer in writing of any claim subject to indemnification. The Customer shall have sole control over the defense and settlement of such claim, provided that:

• the Customer shall not settle any claim in a manner that imposes any obligation or liability on EVCloud without EVCloud’s prior written consent; and

• EVCloud may, at its own expense, participate in the defense with counsel of its own choosing.

13. Publicity

13.1 Use of Names and Marks

Neither Party shall use the other Party’s (or its Affiliates’) name, logo, trademark, or service mark in any marketing, promotional, or advertising materials without the prior written consent of the other Party.

13.2 Exceptions

Notwithstanding the foregoing, EVCloud may include the Customer’s name and logo in a general list of customers or case studies for reference purposes, provided that such use is reasonable, does not suggest endorsement, and complies with any brand guidelines supplied by the Customer.

14. Confidentiality

14.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), in any form, that is either marked as confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information includes, without limitation:

• For the Customer: Customer data and technology;

• For EVCloud: the Services, Company data, and technology;

• For both Parties: the terms and existence of this Agreement.

Confidential Information does not include information that the Receiving Party can demonstrate:

• was already known to it without confidentiality obligations before disclosure;

• was independently developed without use of the Disclosing Party’s Confidential Information;

• was lawfully received from a third party without confidentiality obligations; or

• became publicly available without breach of this Agreement.

14.2 Obligations of the Receiving Party

The Receiving Party shall:

• keep the Confidential Information strictly confidential;

• not disclose it to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, or professional advisors who have a strict need to know and are bound by confidentiality obligations no less protective than those set out herein; and

• use the Confidential Information solely for the purpose of performing its obligations under this Agreement.

The confidentiality obligations shall remain in force for the Term of this Agreement and shall continue thereafter for so long as the Confidential Information remains confidential.

14.3 Ownership and Standard of Care

Confidential Information remains the property of the Disclosing Party. Each Party agrees to protect the other Party’s Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

14.4 Required Disclosure

If the Receiving Party is required by law, regulation, stock exchange requirement, or governmental order to disclose the Disclosing Party’s Confidential Information, it shall:

• provide prior written notice to the Disclosing Party (to the extent legally permitted); and

• reasonably cooperate, at the Disclosing Party’s expense, in seeking a protective order or other remedy.

If disclosure cannot be avoided, the Receiving Party shall disclose only the portion of the Confidential Information legally required.

Where disclosure is required in legal proceedings involving the Disclosing Party, and the Disclosing Party does not contest such disclosure, the Disclosing Party shall reimburse the Receiving Party for the reasonable costs of producing and securing access to the Confidential Information.

15. Disputes and Governing Law

15.1 Informal Resolution

Before initiating any formal legal or arbitration proceedings, the Parties shall first attempt in good faith to resolve any dispute, claim, or controversy informally.

The Customer may contact EVCloud at legal@envision.nl to raise concerns. If the dispute is not resolved within fifteen (15) days after submission, either Party may initiate a formal proceeding under Section 15.2.

15.2 Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, excluding conflict-of-law principles and international rules that would direct the application of other laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, or validity, shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC). The arbitration shall:

• be conducted under the simplified procedure in effect at the commencement of the proceedings;

• take place in Amsterdam, the Netherlands;

• be heard by a single arbitrator appointed in accordance with the ICC Rules; and

• be conducted in English.

The arbitrator’s award shall be final, binding, and confidential, and may be enforced by any court of competent jurisdiction. Nothing in this Section prevents either Party from seeking interim, equitable, or injunctive relief from a competent court.

15.3 Governing Law and Jurisdiction

The Parties irrevocably submit to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands. Notwithstanding the foregoing, EVCloud reserves the right to bring an action before any other court of competent jurisdiction, in accordance with applicable private international law.

16. Miscellaneous Provisions

16.1 Amendments

EVCloud may modify this Agreement (including pricing and plans) from time to time by providing notice to the Customer by email or through the Services. Unless a shorter period is required due to changes in law or other exigent circumstances, modifications will take effect upon renewal of the Customer’s current Subscription Term or upon execution of a new Order Form.

16.2 Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between the Parties. Neither Party has authority to bind the other in any respect.

16.3 Third-Party Beneficiaries

This Agreement is solely between EVCloud and the Customer. There are no third-party beneficiaries, including but not limited to any sublicensees, users of the Customer, or insurance providers of either Party. To the extent permitted by law, any statute or rule granting rights to third parties is hereby excluded.

16.4 Force Majeure

Except for the Customer’s obligation to pay fees due under this Agreement or any Order, neither Party shall be liable for any failure or delay in performance caused by a Force Majeure Event. A “Force Majeure Event” means an event beyond a Party’s reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, governmental actions, power outages, or interruptions in telecommunications or internet services.

The affected Party shall promptly notify the other Party in writing of the Force Majeure Event and make reasonable efforts to mitigate its impact. If EVCloud is unable to provide the Services for more than thirty (30) consecutive days due to a Force Majeure Event, either Party may terminate the affected Order by written notice. In such case, both Parties will be released from further obligations under that Order without liability.

16.5 Entire Agreement and Severability

This Agreement constitutes the entire understanding between the Parties and supersedes all prior and contemporaneous agreements, whether written or oral, relating to its subject matter. Any conflicting, additional, or different terms provided by the Customer in a purchase order or other communication shall not apply.

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remainder of the Agreement shall remain in full force and effect.

No waiver of any right or provision under this Agreement shall be valid unless made in writing and signed by the waiving Party. Failure or delay in exercising any right shall not constitute a waiver of that or any other right.