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APPENDIX 2: The Terms

  1. Definition and Interpretation
    • In these Terms unless the context requires otherwise:

Agreement: means the agreement between the Buyer and the Seller for the supply and installation of the Charging Stations, in accordance with the Agreement, the Order, the additional Appendices and these Terms;

Buyer: has the meaning given in the Agreement;

Assure: means the maintenance and support programme provided by the Seller, as set out in Appendix 3;

Assure Terms and Conditions: means the terms and conditions applying to Assure as set out in Appendix 3;

Charging Stations: has the meaning given in the Order;

Order: means the Buyer’s order for the Charging Stations as set out in Appendix 1;

Price:  the price to be paid for the Charging Stations as set out in the Order;

RAW Charging Network: means the RAW Charging Network (also known as LiFe) and the Chargepoint Network cloud-based application services provided by ChargePoint Network (Netherlands) BV of Europlaza, Hoogoorddreef 56E Amsterdam Zuid-Ost, the Netherlands outline details of which are set out in Appendix 4; and

Seller: has the meaning given in the Agreement.

  1. Placement of Orders.
    • Purchase of Charging Stations. These purchase terms (the “Terms”) govern the Buyer’s purchase of Charging Stations from the Seller). The Buyer’s purchase of Charging Stations (including, without limitation, any purchase of an extended warranty or maintenance plan) shall be made by binding, written purchase order specifying the number and model of Charging Station(s) desired to be purchased, requested delivery schedule (which, absent agreement between the parties, shall be a date that is no less than sixty (60) days after the date of the purchase order), any extended warranty or maintenance plan being purchased and that the Buyer’s purchase of Charging Stations is subject to all of the terms and conditions contained in these Terms. Any additional printed terms and conditions in the Buyer’s purchase order conflicting with, varying or adding to the terms and conditions of these Terms, shall be of no force and effect, unless the parties hereto agree in writing, in advance, to accept such terms and conditions.
    • Acceptance of Purchase Orders. All purchase orders and modifications to purchase orders are subject to acceptance or rejection by the Seller in its sole discretion. No purchase order shall be binding upon the Seller unless and until so accepted in writing by the Seller. The Seller agrees to use commercially reasonable efforts to notify the Buyer of its acceptance or rejection of the Buyer’s order within twenty (20) business days after receipt thereof. Any purchase order accepted by the Seller is referred to in these Terms as, an “Accepted Order.” With the exception of in the event of a breach by the Seller of these Terms, accepted Orders are non-cancellable, non-returnable and non-refundable.
    • Refusal of Purchase Orders. The Seller may withhold shipments to the Buyer if the Buyer has exceeded its applicable credit limit, if any, and not provided for prepayment, is in violation of its payment obligations or otherwise is in material breach of these Terms.
  1. Assure and RAW Charging Network
    • The Buyer agrees to comply with its obligations contained in the Assure Terms and Conditions (the “Assure Terms”) which are hereby incorporated by reference into these Terms to ensure that it receives the full benefit of Assure.
    • The Charging Stations are designed to work with the RAW Charging Network.
    • The Buyer agrees to maintain a subscription to the RAW Charging Network as long as the Charging Stations are covered by Assure in order for the Seller to remotely monitor the Charging Stations and to fulfil its obligations under Assure.
  2. Delivery
    • Transportation Costs; Terms. All shipping to the UK mainland , unless otherwise agreed to by the Parties in writing, shall be the responsibility of the Seller. The Buyer shall be responsible for all costs of transportation, insurance and other charges and costs associated with transportation of the Charging Stations from arrival in the UK to the Buyer. All transportation dates are approximate and are based upon prompt receipt of all necessary information from the Buyer. In no event shall the Seller be liable for any costs related to delay in delivery of the Charging Stations.
    • Risk of Loss; Transfer of Title. Delivery of the Charging Stations to the Buyer shall be completed upon transportation of the Charging Stations, to the Delivery Point. Risk of loss and damage to the Charging Stations shall pass to the Buyer upon Delivery. The Seller shall use commercially reasonable efforts to deliver Charging Stations ordered by the Buyer on the scheduled delivery date. All claims for non-conforming shipments must be made in writing to Seller within forty five (45) days of the passing of risk of loss and damage, as described above. Any claims not made within such period shall be deemed waived and released. Title shall pass to the Buyer upon payment in full of the Charging Station by the Buyer.
    • Substitutions. The Seller shall have the right to make substitutions and modifications to Charging Stations and in the specifications of Charging Stations to be delivered under the terms of any applicable purchase order, provided that such substitutions or modifications will not materially affect overall Charging Station form, fit, function or safety specifications.
  3. Invoicing and Payment
    • Invoicing. Unless otherwise agreed in writing by the Parties, the Seller shall issue an invoice to the Buyer for the Price on or after the date it ships the ordered Charging Stations; provided that, the Seller may condition its acceptance of a purchase order on such credit and/or prepayment terms as Seller in its reasonable discretion, determines appropriate due to, among other things, the Buyer’s prior payment history and/or the size of the order. In the case of any change to the applicable credit and/or prepayment terms, no purchase order or acceptance thereof will be effective unless and until the Buyer has consented in writing thereto. If the Buyer causes a delay in delivery, the Seller may issue its invoice for the Price at any time on or after the scheduled delivery date. If the Buyer has purchased an extended warranty or maintenance plan and has chosen the annual payment option, the Seller will invoice each annual payment on the anniversary date of the extended warranty or maintenance plan. Fees for the RAW Charging Network shall be invoiced at shipment of the Charging Stations to which such RAW Charging Network relate, and on each anniversary date thereof unless paid in advance as a multi-year plan.
    • Payment Terms. All invoices shall be paid within thirty (30) days of the Buyer’s receipt thereof Invoices not paid when due are subject to interest at the rate of one and one half percent (1.5%) above the Bank of England Base Rate. All non-credit shipments, or shipments in excess of the Buyer’s available credit line, if any, shall be prepaid prior to shipment.
    • No Right of Set-Off; No Right of Return. Invoiced amounts are not subject to reduction by set-off or otherwise without the express written permission of the Seller. All sales are final and provided that the Seller has complied with its obligations under these Terms, the Buyer shall have no right of return, provided, that, the Seller shall comply with its obligations under the extended warranty or maintenance plan (as defined below).
    • Taxes, Duties, Etc. All amounts due to the Seller under these Terms and/or any applicable purchase order are net of any duties, any sales, use, excise, value-added, withholding, or similar tax of any kind and any and all other fees and charges of any nature (collectively, “Taxes”) imposed by the United Kingdom or Europe or any foreign, state or local governmental entity or instrumentality thereof on the purchase, shipment, use or sale of the Charging Stations by or to the Buyer, other than taxes measured by Seller ‘s income, corporate franchise, or personal property ownership. Where applicable, Seller shall bill Buyer for the full amount of such taxes and shall include such amount as a separate line item on the invoice(s) sent to the Buyer; provided that, Seller’s failure to so bill the Buyer shall not relieve the Buyer from the obligation to pay any Taxes described in this Section 4.
    • Payment in GBP. All amounts payable under these Terms shall be paid in GBP. The Buyer shall remit payment to the Seller via wire to an account designated by Seller in writing from time to time.
    • All Orders Subject to Credit Approval. All orders are subject to credit approval by the The amount of credit or terms of payment may be changed or credit withdrawn by the Seller in its reasonable discretion without advance notice. The Seller may, in its discretion, withhold further manufacture, performance or shipment; require immediate cash payments for past and future shipments or performance; or require other security satisfactory to the Seller before further manufacture, performance or shipment is made; and may, if shipment has been made, recover the goods from the carrier pending receipt of such assurances.
    • Provisions Relating to Shipments in Lots. If these Terms require or authorise delivery of goods in separate lots, shipments or milestones to be separately accepted by the Buyer, the Buyer may only refuse such portion of a lot, shipment or milestone that fails to comply with the requirements of these Terms. The Buyer may not refuse to receive any lot or portion thereof for failure of any other lot or portion or a lot to be delivered or to comply with these Terms, unless such right of refusal is expressly provided for on the face hereof. The Buyer shall pay for each lot in accordance with the terms hereof. Products held for the Buyer are at the Buyer’s sole risk and expense.
    • Price does not include Freight, Etc. Except to the extent expressly stated in these Terms, the Price does not include any freight, storage, insurance, taxes, excises, fees, duties or other government charges related to the Charging Stations, and the Buyer shall pay such amounts or reimburse Seller for any amounts the Seller pays. If the Buyer claims a tax or other exemption or direct payment permit, it shall provide the Seller with a valid exemption certificate or permit and indemnify, defend and hold the Seller harmless from any taxes, costs and penalties arising out of same. The Seller’s prices include the costs of its standard domestic packing, only. Any and all increases, changes, adjustments or surcharges (including, without limitation, fuel surcharges) which may be in connection with the freight charges, rates or classification included as part of these Terms, shall be for the Buyer’s account.
    • Disputes. In the event the Buyer disputes any portion or all of an invoice, it shall notify the Seller in writing of the amount in dispute and the reason for its disagreement within seven (7) days of receipt of the invoice. The undisputed portion shall be paid when due, and finance charges on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to the
    • Remedies upon Payment Default. Upon the Buyer’s default of these Terms, the Seller may, in addition to any other rights or remedies it may have at law or otherwise, subject to any cure rights of the Buyer, declare the entire balance of the Buyer’s account immediately due and payable or foreclose any security interest in the goods delivered. If any unpaid balance is referred for collection, the Buyer agrees to pay the Seller, to the extent permitted by law, reasonable attorneys’ fees in addition to all damages otherwise available, whether or not litigation is commenced or prosecuted to final judgment, play any court costs or expenses incurred by the Seller, and any finance charges accrued on any unpaid balance owed by the
    • Suspended Shipments. The Seller reserves the right to suspend further shipments of Charging Stations if the Buyer is over thirty (30) days late in payment of an undisputed invoice. The Seller reserves the right to terminate the order if the Buyer is over sixty (60) days late in payment of an undisputed invoice.
  4. Installation

The Seller shall be responsible for arranging for the installation and provisioning of the Charging Stations and for the costs thereof. At the Buyer’s request, the Seller may provide the names and contact information of the installer of the Charging Stations.

  1. Limitation of Liability
    • Post-Warranty Maintenance. The Buyer acknowledges and agrees that in order to obtain warranty and/or other maintenance services for the Charging Stations after expiration of Assure, the Buyer must purchase extended warranties and/or maintenance agreements directly from the Seller.
    • Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SELLER MAKES NO WARRANTY WITH RESPECT TO THE PERFORMANCE OF THE CHARGING STATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. THE SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS BY THE CHARGING STATIONS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SELLER DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF CHARGING STATIONS.
    • Limitation of Liability.
      • NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR A BREACH OF SECTION 8 BY A PARTY , IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT IN CASE OF INTENT OR DELIBERATE RECKLESSNESS. A PARTY’S LIABILITY UNDER THESE TERMS (OTHER THAN LIABILTY FOR PURCHASES MADE) SHALL BE LIMITED TO THE TOTAL VALUE OF THE ORDER. ALL CLAIMS MUST BE MADE WITHIN TWO YEARS OF THE DISCOVERY OF THE FACTS GIVING RISE TO THE CLAIM, BUT IN NO EVENT AFTER THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS.
      • THE BUYER’S SOLE REMEDY FOR ANY BREACH BY THE SELLER OF ITS OBLIGATIONS UNDER THESE TERMS SHALL BE LIMITED TO, AT THE SELLER’S OPTION, REPAIR OR REPLACEMENT OF THOSE CHARGING STATIONS TO WHICH SUCH BREACH IS APPLICABLE OR REFUND BY THE SELLER OF ALL OR A PART OF THE PRICE OF THE NON-CONFORMING CHARGING STATIONS.
    • Exclusive Remedies. THE REMEDIES CONTAINED IN SECTION 7 ARE THE BUYER’S SOLE AND EXCLUSIVE REMEDIES AND ARE IN LIEU OF ANY OTHER RIGHTS OR REMEDIES THE BUYER MAY HAVE AGAINST THE SELLER WITH RESPECT TO NON-CONFORMITY OF THE CHARGING STATIONS.
  2. Intellectual Property
    • Restrictions on Use: The Buyer shall not:
      • create derivative works based on the Charging Stations;
      • copy, frame or mirror any part or content of the Charging Stations;
      • reverse engineer any Charging Station; or
      • access the Charging Stations for any improper purpose whatsoever, including, without limitation, in order to (A) build a competitive product or service, or (B) copy any features, functions, interface, graphics or “look and feel” of the Charging Stations.
    • Ownership of Intellectual Property All right, title and interest in and to any intellectual property related in any way to the Charging Stations is, and shall remain, the exclusive property of the Seller. For these purposes, the term “intellectual property” shall mean, all of a party’s patents, patent applications, patent rights, copyrights, moral rights, algorithms, devices, application programming interfaces, databases, data collections, diagrams, inventions, methods and processes (whether or not patentable), know-how, trade secrets, trademarks, service marks and other brand identifiers, network configurations and architectures, proprietary information, protocols, schematics, specifications, software (in any form, including source code and executable code), techniques, interfaces, URLs, web sites, works of authorship, and all other forms of technology, in each case whether or not registered with a governmental entity or embodied in any tangible form and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world in any way arising prior to or during the term of these Terms.
    • Intellectual Property Indemnification. The Seller hereby agrees to indemnify, defend and hold the Buyer harmless from and against any and all claims, actions, proceedings, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims“) suffered or incurred by the Buyer resulting from or arising out of the actual or alleged infringement by any of the Products of any third party intellectual property right. The Buyer will cooperate as fully as reasonably required in the defence of any claim and shall provide the Seller with prompt notice of any claim subject to indemnification hereunder. The Seller reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by the Buyer.
  3. Termination
    • Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party:
      • commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of the party being notified in writing to do so;
      • takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of a court, unless for the purposes of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry out its business or, if the step of action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
      • financial position deteriorates to such an extent that in the terminating party’s reasonable opinion the other party’s capability to adequately fulfil its obligations under the Agreement have been placed in jeopardy.
    • Termination of the Agreement, however arising, shall not affect either party’s rights and remedies that have accrued prior to termination, including the right to claim for damages in respect of any breach of the Agreement which existed at or before the date of termination.
    • Any provision of the Agreement or these Terms that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  4. General
    • Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder due to causes beyond such party’s reasonable control and occurring without its fault or negligence, including but not limited to, strikes, lock outs, accidents, war, fire, floods, instructions or priority request of any governments agencies or an department or agencies thereof, civil or military authority, acts or omissions of the Buyer, delayed arrival, pandemic, epidemics, delay in transport, harbour congestion or detention. If a force majeure event occurs, the party claiming the force majeure will promptly give notice to the other party (stating with reasonable particularity the event of force majeure claimed) and use its commercially reasonable efforts to perform its obligations under these Terms despite the force majeure event.
    • Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect such party’s full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
    • Severability. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.
    • Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their successors, executors or administrators, provided, however, that neither the Seller nor the Buyer may assign or delegate these Terms or any of its licenses, rights or duties under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party in its reasonable discretion; provided, however, that the Buyer and the Seller shall each be entitled to assign these Terms to an affiliate or to its successor in interest by way of merger, acquisition of substantially all of the assets of assignor or any similar event (collectively, “Acquisition Transactions”); and provided further, however, that notwithstanding any Acquisition Transaction, the Buyer shall not assign these Terms to any competitor of the Seller without the Seller’s prior written consent, in its sole discretion. Any attempted assignment in violation of this provision shall be void.
    • Notices. Any notice, request, demand or other communication by the terms hereof required or permitted to be given by one part to the other shall be given in writing by email with confirmation of receipt, certified or registered mail, return receipt requested, courier addressed to such other party or delivered to the address for each party set forth below their respective signatures, or at such other email address or office address as may be given from time to time by either of the parties.
    • Governing Law. These Terms and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • Arbitration: Any dispute arising from or relating to these Terms including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section. The seat, or legal place, of arbitration shall be London.
    • Entire Agreement. These Terms and the attachments hereto constitute the entire agreement between the parties regarding its subject matter. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. These Terms shall not be modified unless done so in a writing signed by an authorized representative of each party.

 

APPENDIX 3: Assure and Assure Terms and Conditions

This Appendix covers the services provided under Assure and the Assure Terms that apply to the provision of Assure (in addition to the Terms).

  1. WHAT IS COVERED:

With Assure, the Seller agrees to do each of the following:

  1. Ensure that all parts are provided and labour is performed, on-site if necessary, to correct any defect in the materials or workmanship of electric vehicle charging stations purchased from the Seller (the “Charging Stations”) in a prompt and professional manner.
  2. Provide remote, automated monitoring of the Charging Stations.
  3. Perform triage with respect to any Charging Station that may be defective (each being a “Defective Charging Station”.
  4. Coordinate all repairs necessary to bring Defective Charging Stations back into operation.
  5. Ensure that the Buyer is provided with a response with respect to a Defective Charging Station no later than one business day from the date the Seller becomes aware of an issue with such Defective Charging Station.
  6. Begin onsite repairs within one business day from delivery of any parts required to fix a Defective Charging Station.
  7. Provide software updates, adds and changes at no additional cost.
  8. Guarantee a 98% annual Charging Station availability with a prorated refund of up to the annual Assure maintenance fee with respect to such Charging Station for outages caused by hardware or software failures in excess of 2% annually.
  9. Provide standard monthly summary and quarterly detailed Charging Station usage and performance metrics.
  10. Cover the labour portion of non-cosmetic station repairs caused by vandalism, auto accidents or excessive wear and tear.
  11. WHAT IS NOT COVERED:
    • The Seller undertakes no responsibility with respect to repairing, replacing, monitoring or servicing anything other than the Charging Stations. This mean, for example, that the Seller is not responsible for the physical mounting and electrical wiring of Charging Stations or for the performance of any cellular or Wi-Fi repeaters or other devices installed in connection with the Charging Stations.
    • Assure shall not apply to defects or service repairs resulting from the following
  12. Improper site preparation or maintenance, improper installation, cosmetic damage such as scratches and dents, or normal aging.
  13. Abuse, vandalism, damage or other problems caused by accidents, misuse or negligence (including but not limited to physical damage from being struck by a vehicle), or use of the Charging Stations in a way other than as specified in the applicable Seller’s
  14. Installation, alteration, disassembly, modification or relocation of the Charging Stations that was not approved in writing by the Seller or performed by the Seller or by a certified installer or service
  15. Use of the Charging Stations with software, interfacing, parts or supplies not supplied by the Seller.
  16. Damage as a result of extreme power surge, extreme electromagnetic field or any acts of
  17. Any other causes beyond the control of the Seller.
  18. BUYER RESPONSIBILITIES:

In order to perform its obligations under Assure, the Seller needs the cooperation of the Buyer, specifically, the Buyer agrees to:

  1. Provide reasonable access to the Seller or its nominated representative as necessary for the performance of the Seller’s obligations under Assure.
  2. Permit the Seller to access the Charging Stations remotely by maintaining a subscription to the RAW Charging Network necessary for remote access. This purchase is the Buyer’s responsibility.
  3. Maintain the premises within which the Charging Stations are located (the “Premises”) in accordance with all applicable laws, rules and regulations.
  4. Keep the the Premises in a clean, safe and orderly condition, to at least the same standard as the Buyer customarily uses to maintain the remainder of its premises.
  5. Promptly notify the Seller of any suspected defect with a Charging Station.
  6. SERVICE TERM:

Each Assure subscription that the Buyer purchases for a Charging Station will commence ninety (90) days from the date the Charging Station associated with that Assure subscription is shipped to the Buyer and will last for the subscription length selected in an applicable order (the “Service Term”). To the extent an applicable Charging Station is delivered, installed, and activated before the Service Term commences, the Buyer’s Charging Stations will nevertheless have coverage under Assure and the Service Term will start at the expiration of the ninety (90) day period referenced above.

  1. RENEWAL:

Upon expiration of the initial Service Term, Assure coverage will renew automatically for successive one- year terms at the list price of the original Service Term, subject to increases (not to exceed 5% annually) and the Buyer’s right to terminate below (each a “Renewal Term”). Should the Renewal Term be terminated and subsequently requested to be reinstated, reinstatement will be subject to the payment of fees for any lapse period, plus reasonable reinstatement fees. If the Buyer wishes to terminate Assure coverage under a Renewal Term, the Buyer may do so by providing thirty (30) days’ written notice of termination and the Seller will issue a pro-rata refund of any funds paid from the effective date of termination to the end of the applicable Renewal Term. Each Renewal Term will commence on the date of the expiration of the previous Service or Renewal Term.

  1. PAYMENTS:

The Seller will send the Buyer an invoice for Assure subscription on or after the date the applicable Charging Station is shipped to the Buyer. Payment is due within thirty (30) days of the invoice date. If the Buyer has purchased extended Assure coverage and have chosen the annual payment option (“Assure Commit”), the Seller will invoice each annual payment on the anniversary date of the Assure coverage. All payments shall be made in Pounds Sterling and may be made by wire transfer or other means approved by the Seller. The Buyer may not offset any amounts due to the Seller hereunder against amounts due to the Buyer under these Assure Terms or any other agreement. Fees payable to the Seller do not include any taxes, and the Buyer is responsible for any and all such taxes. All payment obligations under this Agreement are non-cancelable and non-refundable. Late payments shall be subject to a £40 fixed sum as minimum compensation for recovery costs in addition to attorneys’ fees and other expenses reasonably incurred by the Seller in the collection of any late payments. The applicable interest rate for late payment is (a) the total of i) the reference rate of the Bank of England and ii) at least 8 percentage points, or (b) the maximum rate permitted by law. If any amount owed by the Buyer is more than thirty (30) days overdue, the Seller may, without otherwise limiting the Seller’s rights or remedies, (a) terminate Assure coverage, (b) suspend Assure coverage until such amounts are paid in full, and/or (c) condition future purchases on payment terms other than those set forth herein; provided that the Seller shall not exercise any such rights if the Buyer has reasonably disputed such charges and are cooperating diligently in good faith to resolve the dispute.

  1. TERMINATION:
    • The Buyer may terminate Assure coverage without prejudice to any other remedy at law or equity:
      • if the Seller is in material breach of any of its obligations under Assure and has not cured such breach within thirty (30) days of the date of its receipt of written notice thereof or
      • upon providing thirty (30) days prior written notice.
    • Upon termination for cause pursuant to this Section, the Seller will refund a pro-rata portion of the fees paid for Assure. Upon termination for any other reason, the Buyer will not be entitled to any refund of any fees paid.
  2. TRANSFERS:

Assure coverage applies only to the Charging Station and installation site at the location for which it was purchased. If the Buyer sells or otherwise transfers a Charging Station with an active Assure subscription to a third-party, and that Charging Station is moved or otherwise transferred away from the original installation site, the Assure coverage may not be transferred without the Seller’s prior written consent.

  1. REPLACEMENT PARTS AND STATIONS:

Replacement parts or a Charging Station provided by the Seller under Assure may be remanufactured or reconditioned or, if the exact Charging Station is no longer available to the Seller a Charging Station with substantially similar functionality. Any replaced parts and Charging Station, whether under warranty or not, become(s) the property of the Seller. Any replacement parts or Charging Station so furnished will be covered by Assure for the remainder of the Assure coverage or ninety (90) days from the date of delivery of such replacement parts or Charging Station, whichever is later.

APPENDIX 4: RAW Charging Network

This Appendix covers the services provided under the RAW Charging Network.

WHAT IS COVERED: With the RAW Charging Network, the Seller’s software platform provides each of the following features for which the Buyer shall pay the Seller the Throughput Fee of £0.01 per kilowatt hour of Charging Station usage:

  1. Open Charger Point Protocol (OCPP) Compliance;
  2. the management recording and organising of charging point data in a central database;
  3. access to monitor usage and CO2 reductions for the EV installations;
  4. time reporting use;
  5. revenue generation monitoring;
  6. geo location frequency of use;
  7. data analytics;
  8. dynamic load control;
  9. firmware and software updates;
  10. phone app interface for customers; and
  11. tariff configuration.

RAW Charging, registered as RAW Infrastructure Ltd in England & Wales.

Company number: 11211134

VAT registration number: 405756395

Registered address: Bowcliffe Hall, Branham, Wetherby, Leeds LS23 6LP