These terms govern your relationship with char.gy Limited (“we” or “us”).
Please note that these terms cover the electric vehicle charging services offered at our on-street charging points as well as to any interaction you may have with us on our website, apps or other electronic services offered by us.
Please read these terms carefully as they affect your rights and liabilities under the law.
Our charging service together with our website, apps and other services are together referred to as the “Service”.
If you do not agree to these Terms, please do not use the Service, or register as a user.
IF YOU HAVE ANY SAFETY CONCERNS ABOUT A CHARGING POINT PLEASE CONTACT US IMMEDIATELY ON email@example.com OR +44 800 086 9606
Please also see our Privacy Notice for information about how we collect and use your personal data.
IF YOU LIVE IN (OR YOUR PRINCIPAL PLACE OF BUSINESS IS IN) THE UNITED STATES THE FOLLOWING SHALL GOVERN TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW:
DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY FACT OR LAW, INCLUDING, BUT NOT LIMITED TO IMPLIED REPRESENTATIONS, WARRANTIES AND COVENANTS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT AND ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS OR GUARANTEES ARISING FROM STATUTE, COURSE OF DEALING OR USAGE OF TRADE. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. WE MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (ii) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.
INDEMNITY: You agree to indemnify, defend, and hold harmless: (i) us and our directors, officers, employees, agents, and representatives, and (ii) owners of our charging points, and their respective directors, officers, employees and agents (collectively, the “Indemnified Parties”) from all liability for any loss, damage or injury to persons or property arising from or related to your misuse of the Services or otherwise for your negligence or misconduct.
LIMITATION OF OUR LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR REVENUE, GOODWILL, USE, DATA, NONOPERATION OR INCREASED EXPENSE; LOSS BY REASON OF SHUTDOWN, ANY LOSS OF REPUTATION OR PUBLIC IMAGE, OR OTHER INTANGIBLE LOSSES WHETHER SUCH DAMAGES ARE CHARACTERIZED IN TORT, NEGLIGENCE, CONTRACT OR ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR IN ANY MANNER WHATSOEVER CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES ANDREGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO US BY YOU FOR THE SERVICES BEFORE THE TIME THE LIABILITY AROSE.
TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU HEREBY AGREE TO RELEASE, WAIVE AND AGREE TO FORGO TAKING ANY ACTION WHATSOEVER AGAINST THE INDEMNIFIED PARTIES WITH RESPECT TO ANY AND ALL CLAIMS, DEMANDS, ACTIONS, OBLIGATIONS OR CAUSES OF ACTION OF EVERY CONCEIVABLE KIND AND NATURE WHATSOEVER, WHETHER ABSOLUTE, CONTINGENT, KNOWN OR UNKNOWN, ACCRUED OR OTHERWISE AND DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES.
[For California users: You expressly waive any right under California Civil Code § 1542, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.]
AGREEMENT TO ARBITRATE. RESOLUTION OF DISPUTES BY ARBITRATION: THIS SECTION CONTAINS IMPORTANT INFORMATION REGARDING YOUR ACCOUNTS AND ALL RELATED SERVICES. IT PROVIDES THAT EITHER YOU OR WE CAN REQUIRE THAT ANY DISPUTES BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, THE DISPUTE IS SUBMITTED TO A NEUTRAL PARTY, AN ARBITRATOR, INSTEAD OF A JUDGE OR JURY. ARBITRATION PROCEDURES MAY BE MORELIMITED THAN RULES APPLICABLE IN COURT.
You and we each agree that any and all disputes or claims that have arisen or may arise in the future between you and us, including without limitation federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court. The only exception to arbitration of claims is that both you and we have the right to pursue a claim in a small claims court instead of arbitration, if the claim is in that court’s jurisdiction and proceeds on an individual basis. However, if a matter in small claims court is removed, transferred, or appealed to a non-small claims court, that claim shall be subject to this agreement to arbitrate. This agreement to arbitrate is intended to be broadly interpreted. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1.
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. INCLUDING, WITHOUT LIMITATION, AS A CLASS-WIDE ARBITRATION OR PRIVATE ATTORNEY GENERAL ACTION, REGARDLESS OF WHEN THE CLAIM OR CAUSE OF ACTION AROSE OR ACCRUED, OR WHEN THE ALLEGATIONS OR FACTS UNDERLYING THE CLAIM OR CAUSE OF ACTION OCCURRED. UNLESS MUTUALLY AGREED TO BY YOU AND US, THE ARBITRATOR(S) MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR(S) MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CHAR.GY USERS.
The arbitration will be conducted by the American Arbitration Association (“AAA”) by a single neutral arbitrator under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this agreement to arbitrate. You may obtain a copy of the AAA arbitration rules, as well as additional information about initiating an arbitration by contacting AAA: 1-800-778-7879 (toll-free); www.adr.org. A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). The Notice to us should be sent to 2nd floor, 60-62 Commercial Street, London, E1 6LT, UK. If we initiate the action, we will send any Notice to you to the physical address we have on file; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided including a description of the nature and basis of the claims the party is asserting and the relief sought. If you and we are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or we may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. The arbitration shall be held in New York. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in- person hearing is held, you and/or we may attend by telephone, unless the arbitrator(s) require otherwise. Any settlement offer made by you or us shall not be disclosed to the arbitrator(s). The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereon.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules unless otherwise stated in this Agreement to Arbitrate. With the exception of any of the provisions in subsection (a) of this Section if a court decides that any part of this Section is invalid or unenforceable, the other parts of this Section shall still apply. If a court decides that any of the provisions in subsection (a) of this Section is invalid or unenforceable, then the entirety of this Section shall be null and void. The remainder of the User Agreement will continue to apply.
IF YOU ARE A NEW USER, YOU CAN CHOOSE TO OPT-OUT OF THIS AGREEMENT TO ARBITRATE (“OPT OUT”) BY MAILING US A WRITTEN OPT- OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO 2nd floor, 60-62 Commercial Street, London, E1 6LT, UK. Should You not opt out of this agreement to arbitrate within the 30-day period, you and we shall be bound by the terms of this agreement to arbitrate.
You must file any opt-out notice with our legal department. Opt-outs must include the subject line “Opt-Out” and the email body must include your name, address, phone number, and the email address(es) used to log into your account(s) to which the opt-out applies. If you opt out of the Agreement to Arbitrate, all other parts of the Agreement, including all other provisions of this Section will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us. If you opt out of arbitration, we reserve the right to terminate our relationship with you. If you opt out, any disputes arising out of our relationship will be governed in accordance with the laws of the State of New York without regard to conflict of laws. By opting out of the Arbitration Agreement you expressly agree to submit to the jurisdiction and proper venue of the competent state or federal courts located in New York County, New York.
- 1. About the Service
- 1.1 We provide a charging service which enables our registered users to charge their electric vehicles at the charging points operated by char.gy. Please note that our charging service is only available at public charging points operated by char.gy.
- 1.2 By using the Service, you, the person accepting these terms (“you”) agree to be bound by these Terms in full.
- 1.3 You are responsible for ensuring that all people who use the Service are aware of these Terms, and comply with them. We may permit more than one member of a household to use the Service for vehicles registered with us but it is your responsibility to ensure each person who uses the Service is aware of our Terms. Please ensure that any person using the Service is aware of the Safety Guidelines.
- 1.4 These Terms are for household and consumer use, if you wish to use the Service on behalf of an enterprise, organisation or business (except as a sole trader), please contact us at firstname.lastname@example.org.
- 1.5 Please note that these Terms may be changed from time to time. Notification of any changes will be made by posting new terms to our website or Service and notifying you by email. If you continue to use the Service you confirm that you accept the then-current terms and conditions in full at the time you use the Service.
- 1.6 Before you access the Service online we will ask you to accept our current Terms. If we update our Terms then we will ask you to accept the revised terms on the next occasion that you log-in to the Service (and we will highlight what has changed). You may be unable to use the Service unless you have accepted our current Terms (subject to clause 1.7). We will keep a record of your acceptance of the Terms.
- 1.7 If you do not accept any varied Terms then you may cancel your registration or subscription within 30 days of the change being made and the previous terms will continue to apply until your account is terminated.
- 2. Account Set Up and Registration
- 2.1 In order to use the Service you will need to register with us.
- 2.2 To use the Service, you must be 17 of age or older. If we become aware that a child under 17 has sought to set up an account we will take steps to terminate the account.
- 2.3 When you apply to set up an account with us we will ask for some of your personal information including your name, email address and vehicle registration number. Any personal information you provide to us will be handled in accordance with our Privacy Notice, which can be viewed here.
- 2.4 Only one vehicle is permitted per standard account and two vehicles for a household account. You may only use the Service for vehicles you have registered with us.
- 2.5 If you register to use the Service you will be asked to create a password. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should notify us by contacting email@example.com and change your password immediately.
- 2.6 If we have reason to believe that there is likely to be a breach of security or misuse of your account we may request or require that you change your registration details, including your password or we may suspend your account. Until you have changed all your passwords or we have reactivated your account you will not be able to access the Service.
- 2.7 You agree that all information that you supply to us will be accurate, complete and kept up to date at all times. We may use the information provided to us to contact you.
- 3. Accounts and Subscriptions
- 3.1 In order to use the Service you will need to set up an account. When you set up an account you will need to provide us (or our payment processing partners) with valid credit or debit card details. You agree to keep these details up to date.
- 3.2 We will charge your credit or debit card for use of the Service and for any other applicable charges or fees. If your credit or debit card expires you will need to provide us with new card details in order to use the Service.
Use of services
- 3.3 An account may be set up as a pay-as-you-go account in which case you will be charged for electricity at our then current standard rates per Kilowatt Hour (rounded up to the nearest 10 watt Hours). If the electricity is not metered then you agree that we will be entitled to estimate your usage. Our estimate will be based on usage duration multiplied by power rating of your car’s charger. The amount charged for usage may vary depending on the time of day, your subscription and location. Please refer to our charging page for more information.
- 3.4 As well as a pay-as-you-go account you can also opt for one of our subscription plans. Our subscription plans will require a regular monthly payment and will offer unlimited electricity up to a given maximum usage per month, with a further fee payable for additional electricity once this limit has been reached.
- 3.5 If you agree to take out a subscription plan you will choose a subscription type and a subscription period. We offer different types of subscription with different levels of service, price and features available for each subscription level. We may also offer different subscription periods and we may allow you to subscribe monthly, annually or on some other periodic basis. The payment period for your subscription is referred to as your “subscription period”.
- 3.6 Details of each subscription level, the current pricing and what is included within each subscription level are available on our pricing page.
- 3.7 A subscription may be scheduled to be upgraded or downgraded to a different subscription level at any time and will take effect at the beginning of your next subscription period.
- 4. Cancellation
- 4.1 Once you have set up an account with us, you are entitled to cancel your account within 14 days from accepting these terms (“Cancellation Period”) under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
- 4.2 If you cancel within the Cancellation Period then we will refund any amounts paid to us, less the cost of any electricity used during that period at our standard pay-as-you-go charging rates.
- 4.3 If you wish to cancel this Agreement you may do so by using the attached cancellation form but you are not obliged to do so. Please see our cancellation policy for more information.
- 5. Using our Charging Points
- 5.1 Please note that our charging points do not have a user interface. In order to use a charging point you will need to use our app or website.
- 5.2 When you arrive at a charging point you should ensure that you are safely parked and you should position your vehicle so that the charging cable will not present a trip hazard during charging. The cable should be tucked down between the vehicle and the verge and should have enough slack to run along the ground and not be suspended between the charge point and the vehicle. If there is not a safe way to park and charge, do not charge. You may be responsible for any injuries caused by your cable being a trip hazard.
- 5.3 Please do not access the app or website until you are safely parked.
- 5.4 You will need to enter the unique code for the charging point (which is located at the brow of the charge point), you can also search for the charging point using our app or website.
- 5.5 Once you have entered the code for the charging point the App will confirm whether you are in a queue and will confirm the estimated wait time and charge time (which will be based on the estimated time for a full charge).
- 5.6 If we are operating more than one charging point in a given street or location then the charging may be queued and charging for different vehicles from different charging points may occur sequentially. You agree that your charge may not begin immediately and your charge may be interrupted or suspended during a charging cycle.
- 5.7 Some users may have paid for priority charging as part of their subscription or there may not be sufficient capacity in the supply to start your charge immediately. Your vehicle’s charge may be queued behind that user and it may take longer for your charge to begin or complete.
- 5.8 The Service will notify you once your charge has completed. Once your charge has completed we request that you remove your charging cable, if you leave your charging cable connected for more than 24 hours after the charge has completed then we reserve the right to apply an overstay charge. Please see our website for details of our overstay charges.
- 6. Safety Guidelines
- 6.1 In order to ensure that the Service is used safely please ensure that you follow the following safety precautions.
- 6.1.1 Ensure that any charging cable used to connect your vehicle to our charging point is undamaged and certified;
- 6.1.2 Do not use any charging cable which is not approved by your vehicle manufacturer;
- 6.1.3 Ensure that the charging cable does not present a trip hazard, if you are concerned about the placement of the cable please do not charge your vehicle;
- 6.1.4 If the charging point appears to be damaged please do not use or connect to the charging point and contact us immediately on firstname.lastname@example.org or +44 800 086 9606;
- 6.1.5 Do not use the charging point to charge anything other than a certified electric vehicle which meets all applicable standards.
- 6.2 WARNING: Charging points may generate electro-magnetic fields which may be harmful to pacemaker wearers. If you have a pacemaker and are unsure about whether it is safe for you to use a Charging Point, please do not use the Charging Point. If you have a pacemaker and you use a Charging Point, maintain as much distance as possible from the Charging Point. If you feel uncomfortable at any time while using a Charging Point, please stop using the Charging Point immediately.
- 7. Commercial Vehicles
- 7.1 Our standard Service is not available for commercial vehicles and these Terms are not applicable to commercial users. If you wish to use the Service to charge commercial vehicles please contact us on email@example.com.
- 8. Availability
- 8.1 Please note that charging is subject to availability and we make no promise that the Service will be available from any given charging point at any given time.
- 8.2 Charging a vehicle from a charging point may be subject to delays and interruptions either as a result of our queuing system or as a result of power interruptions.
- 8.3 From time to time a fault may occur for a given charging point and a charging point may be unavailable. If you become aware of a fault please report the fault to firstname.lastname@example.org and we will attempt to correct the fault as soon as we reasonably can.
- 8.4 Your access to our App or website may be occasionally restricted or interrupted to allow for maintenance or the introduction of new facilities or services or for reasons beyond our control (such as a denial of service attack). In this event we will attempt to restore the App and/ or website as soon as we reasonably can.
- 9. Our Liability
- 9.1 We will operate the Service with reasonable skill and care and we agree to provide the Service as described by us in these terms and on our website or App.
- 9.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights.
- 9.3 We are not responsible for the safety of your vehicle or charging cable (which we do not supply and which we are unable to check or verify).
- 9.4 You are responsible for your own charging cable, which we do not supply.
- 9.5 You are responsible for ensuring that the charging cable does not present a trip hazard or risk when charging your vehicle.
- 9.6 We are not liable for any damage to your vehicle or other property which arises due to a fault with your vehicle or charging cable.
- 9.7 We are not liable for any business losses such as lost profit, revenue or savings.
- 9.8 Other than any liability which we cannot exclude we will not be liable for any:
- 9.8.1 loss of profit;
- 9.8.2 loss of anticipated savings;
- 9.8.3 data loss;
- 9.8.4 lost opportunity;
- 9.8.5 lost bargain;
- 9.8.6 lost reputation;
- 9.8.7 loss which is of a type which we would not reasonably be aware of and which we were not made aware of; whether such loss or damage arises from breach of contract, our negligence, the negligence of a party’s employees, agents, sub-contractors or otherwise, any tort other than negligence, breach of statutory duty or otherwise.
- 9.9 Our total liability including the liability of our employees, agents, sub-contractors in relation to the Service will (except in relation to liability we cannot exclude as described in clause 9.2) is limited to £10,000.
- 10. Personal Data
- 10.1 We request that all information included in your registration is accurate, current and complete.
- 10.2 All notices sent to you will be sent by email or via the Service. By accepting these terms you give your consent to receive communications from us via email, text message or the Service.
- 10.3 We will manage and process your personal data in accordance with our Privacy Notice, which sets out how we collect and use your data and also provides information about your rights in relation to your data.
- 11. Intellectual Property
- 11.1 Our charging point technology is subject to pending patents and the format and content of the Service is protected by United Kingdom and international copyright and other intellectual property rights and we reserve all of our intellectual property rights.
- 11.2 We reserve all rights to the name ‘char.gy’ and any other trading style used in connection with the Service.
- 12. General
- 12.1 We may transfer our rights and obligations under these terms to another organisation. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- 12.2 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
- 12.3 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- 12.4 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
- 12.5 These conditions are governed by and construed in accordance with the laws of England and Wales. You agree, as we do, to submit to the non-exclusive jurisdiction of the English courts. Please note that although these terms are subject to English law you may be entitled to rely on certain consumer protection laws in your country of residence.
- 12.6 If you breach these terms and conditions and we decide to take no action or neglect to do so, then we will still be entitled to take action and enforce our rights and remedies for any other breach.
- 12.7 We will not be responsible for any breach of these Terms caused by circumstances beyond our reasonable control.
Right to Cancel
You have a right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire after 14 days from the day of the conclusion of the contract (meaning the day on which you accept our terms on our app or website).
To exercise the right to cancel, you must inform us at:
2nd floor, 60-62 Commercial Street, London, E1 6LT or email@example.com
of your decision to cancel this contract by a clear statement (e.g. email or letter sent by post).
You may use the cancellation form attached, but it is not compulsory.
To meet the cancellation deadline it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of Cancellation
If you cancel this contract, we will reimburse to you all payments received from you.
We may make a deduction from the reimbursement for the cost of any services supplied.
We will make the reimbursement without undue delay and not later than 14 days after the day on which we are informed about your decision to cancel this contract.
We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.