This Battery Lease and Servicing Agreement (the “Agreement”) shall govern the lease by Lessee of the Batteries and other assets provided by Lessor and the access and availment by Lessee of certain support services from Lessor.
The User, which shall be referred to as the “Lessee” in this document, is the owner of an NRD electric motorcycle (“E-Motorcycle”) and agrees to lease RideBox lithium ion batteries (“Batteries”/“Battery”) for the purpose, under the terms below.
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Battery and Lease Servicing Agreement
- E88 Ventures, Inc. (“Lessor”) is the supplier of the E-Motorcycles and Batteries.
- In the interest of reducing the upfront cash investment of E-Motorcycle buyers like undersigned buyer (“Lessee”), Lessor is offering to lease the Batteries, instead of selling the batteries, on a Pay-as-you-use basis;
- Lessor will further provide support services (“Support Services”) to lessees of Batteries by establishing stations where the former maintains E-Motorcycle stores/distribution agents or dealers/swapping stations where lessees could swap their depleted batteries with appropriately charged Batteries (“Stations”).
- To use and/or access the Support Services and/or any portion thereof, Lessee will be using and accessing a mobile app and/or other software which are operated by Lessor. When using such assets, Lessor shall be required to agree to the terms and conditions governing the same.
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Leased Item. Lessor hereby leases to Lessee up to two (2) Batteries with the details indicated in the acknowledgement receipt (“Leased Unit/s”) subject to the agreed fees, for as long as Lessee owns the E-Motorcycle. During the term of this Agreement, it is understood that each of the Leased Unit/s may be swapped with another Battery sourced from any Station and in such an instance, the Battery obtained shall be treated as the Leased Unit/s of Lessee.
In addition to the other terms of this document and related terms, by leasing Batteries, accessing the Support Services, and/or executing this Agreement, Lessee:
- acknowledges that they are aware that the Battery is equipped with an embedded GPS communication remote monitoring positioning system (“Tracking System”) that will enable Lessor to track the location of the Battery at all times and for Lessor to efficiently serve Lessee;
- agrees to the immobilization function of the Batteries as provided in Clause 5 (e)(v);
- agrees to the operation of the said Tracking System; and,
- agrees to download Lessor’s mobile App (“App”), which Lessee is required to update, as updates become available, to avail of the Support Services.
The App shall provide a full list of available Stations for battery swapping purposes and, in tandem with the tracker, the App will show Lessee the nearest Station and allow Lessee to reserve an appropriately charged Battery for a specific period of time. The App also requires Lessee to create a user profile and account which it shall use to purchase Battery Discharge Packages as outlined in Clause 4.
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Lease Term. The lease shall continue during the useful life of the Leased Unit/s and until the Leased Unit/s are surrendered to Lessor at any of its Stations, unless this Agreement is sooner terminated for cause, upon the instance of Lessor (“Term”), subject to the provisions of Clause 13.
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Battery Discharge Packages. Lessee agrees to purchase Battery Discharge Packages (“Package” or “Packages”), expressed in varying denominations at prevailing rates as published on the App. Packages can be purchased through the App or at participating offline and online channels. All unused Packages purchased shall appear in Lessee’s account in the App expressed as load balance (“Load Balance”). Each Package is equivalent to a level of energy expressed in percentage power (“Power”) and Ampere-hour (AH) that Lessee consumes or discharges upon using the E-Motorcycle. The Load Balance shall be governed by the terms and conditions made available on the App from time to time.
Lessor may offer time-based utilization plans (“Unlimited Ride Plans”) as an alternative to prepaid packages. Lessees acknowledge that such plans may be subject to additional terms, including expiration and prioritization mechanics, as published on the App at the time of subscription. Upon expiration of the plan, the Lessee’s account shall revert to the prepaid plan unless a new plan is activated.
The Packages and other fees may be adjusted periodically without need of prior notice.
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Lessee’s Obligations. Lessee acknowledges that Lessor is the sole owner of the Leased Unit/s and that its rights are limited to the right to possess and use the Leased Unit/s. Lessee further undertakes to observe the obligations listed below.
- Except as otherwise provided in written agreements, Lessee will not have and shall not claim or exercise ownership rights, other property rights, or intellectual property rights over the Leased Unit/s.
- Lessee shall not have any right to transfer any right or interest over the Leased Unit/s to any third party.
- Lessee, including any authorized representative, shall not attempt to open, repair, disassemble, reverse engineer, or in any way tamper with the Leased Unit/s, including any of its components, or use or attempt to use the same for any other purpose other than in connection with the operation of an E-Motorcycle.
- If Lessee sells or transfers ownership of the E-Motorcycle to a 3rd party buyer (“Buyer”), Lessee shall contact Customer Care who will execute the transfer of the Leased Unit/s to the Buyer and cause them to complete the necessary procedures, including downloading the App, creating a profile, and signing a separate Battery Lease and Servicing Agreement, to avail of the Support Services.
- Lessee, including any authorized representative, shall:
- maintain a positive Load Balance in its account at all times;
- ensure it does not use the Batteries below ten percent (10%) power remaining;
- use the portable charger provided with the E-Motorcycle if Lessee will not swap the power-depleted Leased Unit/s with an appropriately charged Battery;
- pay the repair or replacement fee for any damage or tampering of the Leased Unit/s;
- use and take care of the Leased Unit/s and comply with the usage and maintenance requirements as provided in the Battery User Manual. Lessee shall likewise ensure that any authorized representative of Lessee complies with the use and maintenance requirements of the Leased Unit/s.
Immobilization. If, for any reason, the Leased Unit/s was/were not used for three (3) months, Lessor has the right to trigger the immobilization feature; and Lessee may reactivate the load balance for a certain fee.
Idle Period. If the Leased Unit/s was/were left idle for a period longer than six (6) months, the Lessor has the right to undertake appropriate actions which may include retrieval of Leased Unit/s and in some cases involving willful misconduct, fraud, or violations of applicable law, legal action.
- allow the use of the GPS communication remote monitoring positioning system of the Leased Unit/s;
- allow location tracking through the App, to the extent necessary for the service desired by Lessee;
- protect the intellectual property of Lessor and shall not conduct any act that may infringe Lessor’s intellectual property;
- have no and shall not make any claim to any rights or intellectual property connected to Lessor, Leased Unit/s, or App;
- immediately notify Lessor of the loss of the Leased Unit/s or if any damage is caused on the Leased Unit/s that renders the same inoperable;
- keep the Leased Unit/s secure, kept, maintained, and used under the prescribed conditions at all times;
- not allow the use of the Leased Unit/s by any person unless installed in Lessee’s own E-Motorcycle as Lessee is not allowed to pawn/mortgage, re-lease, resale, or lend the Leased Unit/s to any other party; and,
- notify Lessor immediately if it becomes aware of any claim in connection with the Leased Unit/s or any part of it, which notice must set out reasonable details of the claim.
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Obligations of Lessor. Lessor, as the owner of the Leased Unit/s, warrants that it is the lawful owner of the same and/or that it has all necessary rights to provide such Leased Unit/s to Lessee according to the terms of this document; and Lessee, subject to this Agreement, shall have the right to enjoy the use of the Leased Unit/s. Lessor shall, pursuant to commercially reasonable efforts:
- endeavor to maintain such number of charged Batteries in designated Stations;
- endeavor to roll out sufficient number of Stations to make Batteries accessible to Lessee, as the cost of maintaining the same so permits;
- maintain the App and introduce such updates as necessary or convenient/useful to lessees and process all the personal information of the users thereof in a manner consistent with law and regulations;
- regularly check the good operating condition of each Battery that is made available for swapping at the Stations;
- promptly notify Lessee through the App with important updates such as % load remaining as well as safety reminders; and
- for the safety of Lessee, provide sufficient load balance for Lessee (“Load Credit Limit”) in the event that Lessee’s Load Balance is approaching zero while the E-Motorcycle is in transit but in no case shall the Load Credit Limit exceed negative one hundred percent Load Balance.
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Limitation on Product Warranty. Lessor is not the manufacturer of the Batteries. Lessor does not provide any guarantees relating to the reliability or suitability for specific purposes of the Leased Unit/s. Except as explicitly provided and to the fullest extent allowed by applicable laws and regulations, Lessor disclaims all warranties, express or implied, with respect to the Batteries leased, including but not limited to the implied warranties of merchantability, and fitness for a particular purpose. Lessee acknowledges that the Batteries are subject to normal wear and tear and may experience a decline in performance over time. Lessee understands and assumes the risks associated with the use and operation of the Batteries.
Lessor shall not be liable for damages caused by the Support Services, unless directly and exclusively and materially attributable to the willful acts or gross negligence of Lessor.
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Support Services. During the Term of this Agreement. Lessor shall provide Support Services to Lessee by providing facilities where Lessee can swap a discharged Battery for an appropriately charged Battery. The Support Services referred in this Agreement shall only pertain to Batteries leased from Lessor for use in E-Motorcycles. To avail of the Support Services, Lessee or his authorized representative may go to Stations to swap a discharged/empty Battery for an appropriately charged Battery.
Through the App, Lessee may:
- reserve in advance a charged Battery for swapping at Lessee’s preferred Station, to avoid stock out issues; and,
- check on the availability of charged Batteries at each Station.
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Tampered Battery. The Stations can detect any damage to and tampering of the Battery. In the event the Battery or Batteries being swapped are deemed damaged or tampered, Lessee may be responsible for the repair and/or replacement cost of the Leased Unit/s upon investigation.
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Support Service Suspension.
10.1 Lessor may suspend the Support Services in any of the following circumstances:
- Maintenance of the Stations; or
- Occurrence of natural disasters, power outages, telecommunication outages, and other operational failures not attributable to Lessor.
10.2 In case of Support Service suspension under Clause 10.1, Lessor shall not be responsible for any loss or damage suffered by Lessee due to such suspension. In the event of service suspension exceeding 48 hours, Lessor may, to the extent possible, provide information on alternative means for accessing battery charging services.
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Defective Battery. In the event of mechanical or technical failure, other than normal wear and tear of the Leased Unit/s (“Defective Battery”), Lessee shall:
- Notify Lessor in writing of the Defective Battery and submit photos or documents to prove the defect; and,
- Lessee cooperates to support any claim by Lessor for the Defective Battery.
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Transfer and Termination
12.1 Lessor may terminate this Agreement in any of the following instances, without need of any judicial intervention, by providing written notice to Lessee at least thirty (30) days prior to the intended effective date of termination:
- Lessee violates any of its obligations as described in Clause 5 or any other material provision of this Agreement;
- Upon sale of the E-Motorcycle or return of the Leased Unit/s to NRD Retail Store/s; and,
- Other circumstances attributable to Lessee and Lessor deems it necessary to terminate this Agreement to preserve the Leased Unit/s.
12.2 In the event of termination under Clause 12.1, Lessor shall provide notice to Lessee to return the Leased Unit/s within an agreed timeline. Failure of Lessee to return the Leased Unit/s shall entitle Lessor to retrieve the Leased Unit/s. Expenses for the retrieval of the Leased Unit/s shall be for the sole account of Lessee.
If Lessor is unable to retrieve the Leased Unit/s, Lessee shall be liable to Lessor for the replacement cost of the Leased Unit/s. Subject to reasonable wear and tear, Lessee shall be responsible for any damage to the Leased Unit/s returned or retrieved by Lessor.
12.3 Lessor shall not be responsible for any loss or damage suffered by Lessee for termination pursuant to Clause 12.2.
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Insurance and Claims
13.1 Scope. Lessor is not an insurer. However, Lessor may enter into group policy arrangements and such other arrangements to facilitate the provision of insurance to the Leased Units.
13.2 Claim Filing. In the event of damage, theft, or loss of the Leased Unit/s, Lessee shall immediately notify Lessor and submit a written report within ten (10) days (or such other period as may be notified to Lessee), along with supporting documentation (as notified to the Lessee), including but not limited to:
- Police report (in case of theft or loss);
- Photos of damage; and
- Any additional documents required by the insurer or Lessor.
13.3 Claim Processing. Lessor shall assist Lessee in processing the claim with the insurer. However, the approval and settlement of claims shall be subject to the insurer's policies and discretion.
The terms of any applicable insurance policy, if any, shall be subject to the terms provided by the insurer and which will be made known to the Lessee.
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Data Privacy Consent
Lessee authorizes Lessor in accordance with Republic Act No. 10173, otherwise known as the “Data Privacy Act of 2012” and its Implementing Rules and Regulations as well as all other guidelines and issuances by the National Privacy Commission (the “Privacy Laws”) to process Lessee’s personal information. The personal information shall be processed pursuant to the Privacy Notice attached herewith. Without limiting the Privacy Policy, Lessee understands that personal information pertaining to him shall be collected, used, stored, shared, and disclosed for the following purposes:
- to enable Lessee to avail of the use of a Leased Unit/s and to avail of the Support Services as well as other services and products of Lessor;
- to enable Lessor to access Lessee’s exact location using the GPS communication remote monitoring positioning system embedded in the Leased Unit/s;
- to access Lessee’s location and enable Lessor to communicate with Lessee through the E88 App, which also enables the parties to this Agreement to conclude real time transactions as contemplated under this Agreement as well as enforce the terms of this Agreement;
- to enable Lessor to comply with whatever reportorial requirements it may be subject to, whether at the local or national government levels; and
- for the fulfillment of Lessor’s business or legal purposes.
In providing personal information to Lessor other than their own, Lessee warrants that they have acquired consent from such parties for the use of said personal information relevant to his transaction with Lessor. Lessee further understands that their Personal Data may be shared to service providers of Lessor, which shall be disposed of by Lessor or its service providers upon Lessor’s instruction after the above purposes have been attained.
Lessee is aware that they can also exercise their rights as data subject by contacting Lessor’s Data Protection Officer at dpo@nrdev.ph. Lessee acknowledges further that the exercise of data subject’s rights may render Lessor or the App unable to provide Lessee all or some of the services it undertakes to provide under this Agreement to the extent that Personal Data that needs to be processed to render the service ceases to be available. Lessee acknowledges that he/she has read the Data Privacy Notice made available on Lessor’s website and on the App and undertakes to remain aware of the terms therein, as they may be amended from time to time.
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Governing Laws and Jurisdiction
This Agreement, and the rights of the parties hereunder, shall be governed by and construed in accordance with Philippine law. In case of dispute arising out of, or relating to this Agreement, Lessor and Lessee agree to submit themselves to the jurisdiction of the courts of Pasig City to the exclusion of all other venues.
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Miscellaneous
16.1 Notice.
Notice to Lessor. Any notice to Lessor shall be deemed given when delivered by personal service, electronic mail (“e-mail”), commercial courier, or registered mail, addressed as follows:
E88 Ventures, Inc
15 Brixton Street, Brgy. Kapitolyo, Pasig City, 1603 Metro Manila
info@nrdev.ph
Any change in Lessor’s details shall be posted to the Website or via the App.
In the case of personal service, such notice shall be deemed to have been given at the time of service; in the case of commercial courier, such notice shall be deemed to have been given from actual receipt by the other party or five (5) calendar days from the date of sending whichever is earlier; in the case of e-mail, from the time of confirmed answerback was received; and in the case or registered mail, such notice shall be deemed to have been served five (5) calendar days after the time it was posted.
Notice to Lessee. Lessee agrees and understands that any notice to Lessee shall be provided electronically through the email address provided by Lessee at the signature page of this document, or through such email address which is used by Lessee when signing up for the services of the Lessor through the website of the App. Such notice shall be deemed received by the Lessee by the time that the Lessee confirms receipt of the same, or after one (1) business day, whichever is earlier.
16.2 Amendments. This Agreement may be amended by Lessor by providing written notice by posting to the Website or via the App. Any amendment to this Agreement shall be effective after five (5) calendar days from notice.
16.3 Severability. If any term or provision of this Agreement is to any extent held invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable to the fullest extent permitted by law.
16.4 Release/Waiver. No waiver by any of the parties of any requirements of this Agreement or of any of such party’s rights under this Agreement shall be valid unless such waiver is in writing and signed by or on behalf of each of the parties. No failure of the parties to exercise, and no delay or forbearance in exercising, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of such right or remedy.
16.5 Cumulative Remedies. The rights and remedies conferred on the parties in this deed are cumulative and in addition to and without prejudice to all other rights and remedies available to it.
16.6 Privity of Contract. No term of this Agreement shall be enforceable by a person who is not a party to this Agreement.
16.7 Lessee’s Confirmation. Lessee confirms and acknowledges that they have reviewed the terms of the App and the terms of the Packages provided on the App. Lessee understands and agrees that this Agreement does not include all the terms of the Packages. Lessee agrees to the terms of the chosen Package as provided on the App.
