Evolt Charging General Terms

General Terms

1. Definitions

1.1.

Any capitalised terms not otherwise defined in the Agreement shall take the meaning as set out in the present clause 1:

Affiliate	Any legal entity that, directly or indirectly is controlled by a party; controls a party or is controlled by a legal entity that directly or indirectly controls a party.
Agreement	The General Terms of Sale set out in the present document, any Supplemental Terms (as further defined below), and the Order (as further defined below).
Backend Services	The hosted software platform, systems, interfaces, tools, functionality and related services made available by EVOLT to support the operation, management, monitoring and administration of electric vehicle charging infrastructure and related activities as better described in the Backend Services Supplemental Terms.
Charges	The charges for the Offerings (as further defined below) as set out in the Quotation.
Confidential Information	Information that: • is disclosed by one Party, its Affiliates, or their subcontractors to the other Party or their Affiliates; • is marked or declared as confidential or that any reasonable person can recognise as confidential in its nature; and • includes the terms of the Agreement and any Order, Offerings, EVOLT-owned Intellectual Property, and any information Customer derives from benchmarking any Offering.
Contributions	Everything Customer (or someone on behalf of Customer) must provide or perform in connection with an Order so that EVOLT can perform the Offerings, including all assistance, documents, information, data, and approvals.
Customer	the customer entity placing an Order accepted by EVOLT.
Deliverables	any output of the Offerings to be provided by EVOLT to Customer as specified in an Order and any other documents, products and materials provided by EVOLT to Customer in relation to the Offerings
EVOLT	EVOLT Charging Limited, a company organised and existing under the laws of England and Wales, under company number 17274427 and having its registered office at Spaces The Maylands Building, Maylands Avenue, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 7TG), and any subsequent successor entity of the same.
EVOLT Background IPRs	all Intellectual Property Rights that are owned by or licensed to EVOLT and which are or have been developed independently of this Agreement or any Order hereunder, and in each case either subsisting in the Deliverables or otherwise necessary or desirable to enable Customer to receive and use the Offerings.
General Terms of Sale	The general terms for the provision of Hardware and Services set out in the present document and made available on EVOLT website at https://evoltcharging.co.uk/terms-of-sale/.
Good Industry Practice	the exercise of skill, diligence, prudence, foresight and judgement and the making of any expenditure that would reasonably be expected from a skilled person engaged in the same type of undertaking under the same or similar circumstances.
Hardware	Any electric-vehicle charging equipment hardware that consists of tangible products, equipment, components, parts, and materials which may include firmware.
Installation Services	The services set out in the Installation Supplemental Terms.
Intellectual Property Rights (IPRs)	patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Maintenance Services	The services set out in the Maintenance Supplemental Terms.
Offerings	The products and services supplied by EVOLT under this Agreement, that include Hardware and/or Services (as further defined below), ideas, know-how, and any other proprietary material or information.
Order	A binding contract agreed by the Parties in accordance with clause 3.3 of the General Terms of Sale.
Order Acknowledgement or OA	email confirmation acknowledging receipt of a Customer’s order form in accordance with clause 3.6 of the General Terms of Sale.
Quotation	means the written commercial proposal issued by EVOLT that: a) specifies the Offerings, the Charges applicable to the Offerings, the invoicing schedule, any minimum committed term and any estimated delivery times (where applicable); and b) incorporates the General Terms of Sale and the Supplemental Terms.
Quotation Acceptance Form or QAF	Takes the meaning set out in clause 3.3 of the General Terms of Sale.
SLA	any service level agreement applicable to any of the Services as set out in the Supplemental Terms.
Supplemental Terms	the EVOLT terms and conditions that apply, in addition to the General Terms, to specific Offerings, namely: • Installation Supplemental Terms • Maintenance Supplemental Terms • Backend Services Supplemental Terms each as made available on EVOLT website at https://evoltcharging.co.uk/terms-of-sale/supplemental-terms/.
Tax	Any taxes, duties, tariffs and any other charges.

2. Agreement structure

2.1.

This Agreement is agreed between EVOLT and Customer. Customer is deemed to have accepted the Agreement in accordance with clause 3.2 below.

2.2.

The Agreement consists of the following contractual documents:

the General Terms of Sale set out herein, which apply across all Offerings, and also set out the specific regime applicable to the sale of Hardware to Customer;

the Supplemental Terms applicable to the type of Services that are the subject matter of the individual Order; and

the individual Order.

2.3.

In the event of a conflict between the Order, the General Terms, and the Supplemental Terms, the following order of precedence applies:

Any special provisions expressly agreed by the Parties in deviation from these General Terms and expressly captured in the Order, subject, in any case, to clause 3.7;

the relevant Supplemental Terms insofar as they apply to the type of Services purchased by Customer; and

these General Terms of Sale.

2.4.

The Agreement applies to any and all Orders for Offerings, except as otherwise expressly agreed between the Parties in relation to any orders governed by a separate agreement in force between them.

3. Quote-to-Order Process

Quotation

3.1.

A Quotation constitutes an offer by Evolt and may be accepted by Customer by signing and returning the accompanying Quotation Acceptance Form (“QAF”) whereupon a binding contract shall be formed subject to these General Terms.

3.2.

If Customer does not sign and return the QAF, Customer shall nevertheless be deemed to have accepted the Quotation and these General Terms and a legally binding contract shall be formed, if Customer: (a) issues a purchase order in respect of the products and/or services described in the Quotation; (b) instructs or authorises Evolt to commence performance of the services or supply of the products; (c) accepts delivery of any products or receipt of any services; or (d) otherwise acts in a manner consistent with acceptance of the Quotation. In each case, the contract shall comprise the Quotation, the applicable purchase order (solely for the purpose of identifying the products and/or services ordered), and these General Terms. Any terms and conditions contained in or referred to in Customer’s purchase order or other document are expressly excluded and shall not apply.

3.3.

A binding contract (“Order”) shall be formed upon the earlier of: a) Customer returning to Evolt a signed copy of the QAF as per clause 3.1; or b) any Customer’s deemed acceptance conducts as set out in clause 3.2.

3.4.

A Quotation shall only be valid for 30 calendar days from issue. EVOLT reserves the right to amend or withdraw a Quotation at any time before a contract is formed as per clause 3.3.

3.5.

EVOLT shall be under no obligation to accept a Customer order form. EVOLT may condition acceptance on successful completion of credit checks and site validation.

3.6.

Upon receipt of a Customer order form, EVOLT will acknowledge the latter via email (“Order Acknowledgement” or “OA”).

3.7.

All Orders shall be governed by the General Terms of Sale and any applicable Supplemental terms. Any terms and conditions contained in a Customer order form, or other document generated or managed by Customer shall be invalid and excluded with respect to the Offerings unless expressly accepted by EVOLT in writing.

Renewal of Services

3.8.

Customer must notify EVOLT in writing of its intention to renew the relevant Offering no later than 90 days prior to the expiry of the then-current term (the “Renewal Notice Period”). If the Customer fails to provide notice within the Renewal Notice Period, EVOLT shall have no obligation to offer a renewal.

3.9.

Where Customer provides notice in accordance with clause 3.8, EVOLT may issue a new Quotation for the renewal along with a renewal order form. Any renewal shall be subject to clauses 3.1 to 3.7 (inclusive) and shall require:
(i) a new or updated order form; and
(ii) acceptance in accordance with clause 3.3 in order to form a new binding contract.#

3.10.

Where no renewal contract is formed in accordance with clause 3.3 prior to expiry, the Agreement shall terminate automatically at the end of the then-current term without further obligation. Unless expressly agreed otherwise in writing by EVOLT, no contract shall renew automatically.

3.11.

EVOLT reserves the right, at its sole discretion, to accept, reject, or condition any renewal request, including subjecting such renewal to updated Charges, revised terms, credit checks, and/or site validation.

Termination and Renewal Interaction

3.12.

Where either party exercises a contractual right to terminate the Agreement, such termination shall take precedence over any renewal discussions, quotations, or notices.

3.13.

Any notice of termination served in accordance with the Agreement shall automatically supersede any prior notice of intention to renew; and any renewal quotation issued but not yet accepted.

3.14.

No renewal shall take effect where a valid termination notice has been served and not withdrawn; or the Agreement has otherwise expired without a new contract being formed in accordance with clause 3.3.

3.15.

For the avoidance of doubt, submission of a renewal request or participation in renewal discussions shall not constitute a waiver of any termination rights; and EVOLT shall not be obliged to proceed with any renewal where termination has been invoked.

Continued Use Following Expiry

3.16.

Customer shall have no right to continue using or receiving the Offerings after the expiry or termination of the Agreement unless and until a renewal contract is formed in accordance with clause 3.3.

3.17.

The Customer shall promptly cease all use of the Offerings upon expiry or termination unless otherwise agreed in writing. Any use of, or access to, the Offerings by the Customer after expiry or termination without a new binding contract in place shall be unauthorised.

3.18.

Any continued use of the Offerings following expiry or termination shall not create any implied contract, nor constitute a renewal or extension of the Agreement unless a renewal contract has expressly been agreed in writing by EVOLT.

3.19.

Without prejudice to any other rights or remedies, EVOLT may:
(i) suspend or terminate access to the Offerings with immediate effect; and/or
(ii) charge the Customer for any continued use at EVOLT’s then-current standard rates (or, where applicable, at a reasonable uplift to reflect unauthorised use).

3.20.

EVOLT shall not be liable for any loss, interruption, or consequences arising from suspension or cessation of the Offerings where no renewal contract has been agreed in accordance with clause 3.10.

4. Hardware – Title, Risk and Delivery

4.1.

EVOLT shall deliver the Hardware DAP (INCOTERMS 2020). EVOLT reserves the right to deliver the Offerings in stages or instalments and invoice each delivery accordingly.

4.2.

All lead times are subject to existing orders in progress and any complexities relating to the scope or arrangements of the project in question.

4.3.

The Customer shall inspect the Equipment within 5 (five) working days of delivery and notify EVOLT in writing of any defects, shortages or non-conformities. If the Customer fails to notify EVOLT within this period, the Hardware shall be deemed accepted and in conformity with the Order.

4.4.

Title in any Hardware shall pass to Customer on receipt of payment in full in cleared funds.

4.5.

Risk in any Hardware shall pass to Customer on delivery.

4.6.

Until such time as title passes to Customer the Customer shall:

not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware;

maintain the Hardware in satisfactory condition and keep it insured for its full price against all risks from the date of delivery;

maintain the Hardware clearly marked and identifiable with the part number which corresponds to the applicable Order to indicate EVOLT’s ownership;

store the Hardware separately from all other products held by Customer so that they remain readily identifiable as EVOLT’s property;

notify EVOLT immediately if Customer becomes subject to any of the events listed in clause 15.2; and

provide EVOLT with such information relating to the Offerings as we may require from time to time.

4.7.

If Customer is subjected to any of the events listed in clause 15.2, then, without limiting any other right or remedy EVOLT may have, EVOLT may at any time require Customer to return all Hardware in its possession which has not been irrevocably incorporated into another product; and if Customer fails to do so promptly, enter any of Customer’s premises where the Hardware is stored.

5. Changes to the Offerings

5.1.

EVOLT may change an Offering at any time: to reflect changes in relevant laws and regulatory requirements; or to implement minor technical adjustments and improvements; or where changes do not adversely affect Customer’s use of the Offerings.

5.2.

EVOLT may choose not to support versions of the Offerings that are no longer current and may update the Offerings to the current versions.

6. Warranty Framework

6.1.

Warranty terms for the different types of Offerings are set out in the following documents:

For Hardware, in Appendix A (Warranty Terms for Hardware).

For Installation Services, in Appendix B (Warranty Terms for Installation Services);

For Maintenance Services, in Appendix C (Warranty Terms for Maintenance Services).

6.2.

EVOLT does not warrant uninterrupted operation of the EV charging infrastructure or guarantee any specific performance outcome unless expressly agreed in an Order.

6.3.

Except as expressly set out in this clause 6 or in Appendix A, Appendix B and Appendix C (as applicable), all warranties, whether express, implied, or statutory, are excluded to the fullest extent permitted by law.

7. Services

7.1.

Any Services to be provided to Customer shall be set out in the Order.

7.2.

Unless otherwise stated in the Order, the Services will be deemed accepted upon completion. Where acceptance is required: EVOLT will notify the Customer when Services are complete; Customer must confirm acceptance within five (5) Business Days (“Acceptance Period”); Customer may reject the Services only if they materially fail to comply with the specification in the Order. Services will be deemed accepted if Customer does not provide written notice of rejection within the Acceptance Period; or begins operational use of the Services.

7.3.

Any service dates provided in the Order are estimates only, unless expressly otherwise agreed in the Order.

7.4.

Where EVOLT provides any SLA in relation to the Services this shall be set out in the relevant Supplemental Terms, along with any applicable Service Credits and the latter shall be Customer’s exclusive remedy in case of failure by EVOLT to achieve the SLA.

8. Charges

8.1.

In consideration of the provision of the Offerings, Customer shall pay EVOLT the Charges for the committed term.

8.2.

The Charges shall comprise, as applicable:

Hardware Charges: for the supply of Hardware and related components;

Installation Charges: for site surveys, civil works, electrical works, commissioning and related services;

Maintenance Charges: recurring fees for preventative and corrective maintenance services;

Backend Services Charges: being recurring charges, usage-based charges, transaction-based charges, revenue-share charges, pass-through charges, connectivity charges and/or other charges relating to software, platforms, monitoring, management, interoperability, roaming, payment processing and related services; and

Additional Charges as set out in clause 8.9.

8.3.

Unless otherwise stated in the Quotation:

Hardware and Installation Charges shall be one-off charges, although these may be staged in accordance with the schedule provided in the Quotation; and

Maintenance Charges shall be recurring Charges payable in advance in accordance with the schedule set out in the Quotation;

Backend Services Charges may comprise recurring Charges, usage-based Charges, transaction-based Charges, revenue-share deductions, third-party pass-through Charges and other charging mechanisms specified in the Quotation, the Backend Services Supplemental Terms or the applicable Pricing Schedule. Any recurring Backend Services Charges shall be payable in advance, unless otherwise stated in the Quotation.

8.4.

Where Backend Services Charges include any usage-based Charges, transaction-based Charges, revenue-share deductions or other variable charging elements (including transaction fees, energy throughput fees, roaming fees, API usage fees or per-session fees), such Charges shall be calculated in accordance with the methodology set out in the Backend Services Supplemental Terms and/or the applicable Pricing Schedule.

8.5.

EVOLT shall provide reasonable supporting information, which may include system-generated reports, logs, usage reports or transaction records, in respect of any variable or usage-based Charges upon request. Records generated by the relevant systems shall constitute prima facie evidence of the applicable usage metrics, transaction volumes, revenues or Charges, absent manifest error.

8.6.

EVOLT may increase the recurring Charges on an annual basis with effect from each anniversary of the commencement date by the percentage increase in the Consumer Prices Index (CPI) (or any successor index), or 5%, whichever is higher.

8.7.

In addition, EVOLT may adjust the Charges to reflect:

(a) changes in applicable law or regulatory requirements affecting the provision of the Offerings;
(b) material increases in third-party costs (including software licensing costs, platform provider costs, roaming costs, payment processing fees, interoperability service fees, connectivity charges, telecommunications costs, cloud hosting costs and other third-party service costs); or
(c) agreed changes to the scope of the Offerings in accordance with the change control procedure.

8.8.

EVOLT shall give Customer not less than 30 days’ prior written notice of any increase under clauses 8.6 or 8.7.

8.9.

Unless otherwise expressly set out in the Quotation, the following additional Charges apply:

(a) costs arising from Customer-initiated changes to the Offerings;
(b) remedial services required as a result of site conditions that were not disclosed or reasonably discoverable during any site survey;
(c) out-of-scope maintenance (e.g. damage caused by misuse, vandalism, or third-party interference); and
(d) any documented third-party costs reasonably incurred on behalf of Customer;

(e) optional services, additional functionality, bespoke integrations, migrations, professional services, consultancy services, project services or service enhancements requested by Customer.

Charges indicated in letter a) to letter e) shall be calculated on a time and materials basis at EVOLT’s then-current rates, unless otherwise agreed in writing.

9. Invoicing and Payment

9.1.

Unless otherwise expressly stated in the Quotation, EVOLT shall invoice Customer:

any Hardware Charges upon acceptance of delivery in accordance with clause 4.3;

any Installation Charges upon acceptance in accordance with clause 5.1.1 of the Installation Supplemental Terms;

any Maintenance Services in accordance with the schedule set out in the Quotation;

any Backend Services Charges in accordance with the charging structure specified in the Quotation, the Backend Services Supplemental Terms and any applicable Pricing Schedule;

any additional Charges in clause 8.9 when incurred.

9.2.

Backend Services Charges may comprise recurring Charges, usage-based Charges, transaction-based Charges, revenue-share deductions, third-party pass-through Charges or other variable charging mechanisms.

9.3.

Where Backend Services Charges are calculated by reference to usage metrics, transaction volumes, charging session data, revenue collection data or other variable charging mechanisms, EVOLT may invoice, deduct, offset or otherwise account for such Charges in accordance with the charging methodology set out in the Backend Services Supplemental Terms and any applicable Pricing Schedule.

9.4.

Where EVOLT collects payments or revenues on behalf of Customer in connection with Backend Services, EVOLT may deduct any applicable Charges, fees, costs, commissions or other agreed amounts before remitting any balance due to Customer, to the extent provided for in the Agreement, the Backend Services Supplemental Terms, the Pricing Schedule or the applicable Quotation.

9.5.

Customer shall pay all undisputed invoices within 30 days of the invoice date.

9.6.

All payments shall be made in cleared funds to the bank account nominated by EVOLT.

9.7.

For the avoidance of doubt, any sums paid by the Customer, whether in advance or as part payments, are payments on account and not deposits, and shall be non-refundable unless expressly provided otherwise in this Agreement.

9.8.

The Customer shall make all payments in full without any set-off, counterclaim, deduction or withholding except as required by law.

9.9.

Customer shall notify EVOLT of any disputed invoice in writing within 10 (ten) days of receipt, providing reasonable details of the dispute. The Customer shall pay the undisputed portion of the invoice in accordance with clause 3, and the Parties shall work in good faith to resolve the dispute promptly.

9.10.

If the Customer fails to pay any undisputed amount by the due date EVOLT is entitled to (a) charge interest on the overdue amount at 4% above the Bank of England base rate, accruing daily; and/or
(b) suspend the provision of the Services on 10 (ten) days’ prior notice, provided such non-payment is not subject to a bona fide dispute.

9.11.

All prices and expenses stated in the Quotation or the Order are exclusive of any Tax. Customer shall pay or refund EVOLT for any applicable Tax imposed by any government authority for Customer’s use or receipt of the Offerings.

9.12.

If Customer is exempt from value-added or sales tax, or similar taxes, it must provide a valid, timely, and executed exemption certificate, direct pay permit, or other such government-approved documentation.

9.13.

If Customer is required by law to deduct or withhold Tax, Customer shall increase the amount it pays to EVOLT so that EVOLT still receives the amount originally invoiced. Customer shall promptly provide all tax receipts confirming it has paid Tax or has withheld Tax.

10. Change Control

10.1.

EVOLT may supply the Offerings using technically equivalent methods or materials to that set out in the Order, if this does not detrimentally alter the agreed functionalities.

10.2.

EVOLT may make reasonable adjustments to the Order for any additional requirements or costs it incurs due to any:

a) laws, regulations, court judgements or decisions, or guidance issued by public authorities;

b) engineering standards or codes of practice; or

c) Customer’s site rules,

in each case issued or changed after the effective date of the Order. EVOLT shall inform Customer accordingly. Such adjustments may, for example, include changes to the time schedules and scope of Offerings as needed; or EVOLT’s price, to reflect any reasonable additional costs.

10.3.

Either Party may propose changes to the scope or execution of the Offerings. Except as otherwise set out in clause 8.1 and clause 8.2 no changes shall become effective except via a Change Order. For the purpose of this clause 10 a “Change Order” shall be a document agreed by the Parties in accordance with clause 3.3, setting out the proposed changes and the effect that those changes will have on the Offerings; the Charges; the timetable for the Offerings; and any of the other terms of the relevant Order.

10.4.

If the Customer wishes to propose changes to the Offerings it shall notify EVOLT and provide as much detail as reasonably required by the latter about the proposed changes; and EVOLT shall, as soon as reasonably practicable, provide a draft Change Order to Customer.

11. Customer’s Obligations

11.1.

Customer shall:

be responsible for the performance and interoperability of Contributions;

obtain all required consents and licenses at Customer’s cost; and

make sure that EVOLT, its Affiliates, and their subcontractors have the right and access to any physical or remote access to Customer’s premises or systems and the Offerings as may be required to perform EVOLT’s obligations under the Agreement or use any Contributions.

11.2.

EVOLT shall have the right to adjust the Order, including the time schedule and price, to make up for any delay or reasonable additional costs it incurs if Customer does not:

provide its Contributions in accordance with the respective Order; or

fulfils its obligations specified in this Article 11, or in the respective Supplemental Terms.

11.3.

Customer is solely responsible for any results and conclusions obtained from using the Offerings.

11.4.

Customer is responsible for:

Having read and understood the contents of the “Installation and User Manual;

Providing an electrical safety certificate in accordance with BS 7671 (Requirements for Electrical Installations) if the Offering is inclusive of commissioning,

The safety of persons onsite.

11.5.

Customer will not reverse engineer, decompile, or copy the Offerings or any of their parts unless allowed by mandatory law or the Order.

11.6.

Customer shall be responsible for obtaining and maintaining all permits, licences, and approvals required for the installation and operation of the Offerings, unless otherwise expressly agreed between the Parties.

12. EVOLT’s Use Rights

12.1.

EVOLT, it Affiliates, and their subcontractors may:

Use for any purpose, in perpetuity, and at its risk any comment or feedback Customer gives to EVOLT on EVOLT’s Offerings, including suggestions for changes or enhancements, support requests, and error corrections;

Use data EVOLT collects in connection with the Offerings to provide, develop and improve its products and services; and,

Identify Customer by name or logo as part of a general customers list on websites and marketing materials unless Customer objects in writing.

13. Confidentiality

13.1.

The receiving party shall:

protect Confidential Information by the same means it uses to protect its own (and always by at least reasonable means); and

use Confidential Information only as required for the purposes of the Order.

13.2.

The receiving Party shall:

only disclose Confidential Information:

to its employees and the employees of its Affiliates, agents, advisors, and contractors who need to know it; or

with the disclosing Party’s consent; and

make sure that all recipients are bound by confidentiality obligations as strict as those in the Agreement.

13.3.

If the disclosing Party requests it, the receiving Party shall return or destroy all Confidential information. Copies required under applicable laws or created as part of a routine information technology backup may be kept but must remain confidential. During performance of the Order, EVOLT may gain general expertise, know-how, ideas, concepts, and techniques that are retained in the unaided memory of its employees and may use this residual knowledge without conditions or restrictions.

13.4.

If a governmental agency or law requires it, the receiving Party may disclose Confidential Information, provided it:

promptly gives written notice to the disclosing Party (if the law allows); and

Offerings with the disclosing Party to limit the scope of disclosure

13.5.

The above confidentiality obligations shall not apply to any information that:

is or becomes generally available to the public (without the receiving Party having breached the Agreement);

becomes available to the receiving Party from a source other than the disclosing Party (if the receiving Party has no reason to believe that the information is confidential);

was already in the receiving Party’s possession without an obligation of confidentiality; or

is independently developed by the receiving Party without the use of Confidential Information.

14. Suspension

14.1.

Without prejudice to any other rights or remedies EVOLT may, upon written notice, suspend the provision of any Offering, in whole or in part, where:

Customer is in material breach of the Agreement after written notice;

any payment is overdue and remains unpaid for more than fifteen (15) days after written notice;

Customer does not provide the required Contributions after a reasonable grace period.

14.2.

Where suspension relates to Backend Services or software-based Offerings, EVOLT may suspend access to such services, including disabling access credentials or restricting functionality.

14.3.

Suspension shall not relieve Customer of its obligation to pay any Charges due during the period of suspension.

14.4.

EVOLT may charge Customer any reasonable costs and expenses incurred because of the suspension.

14.5.

If EVOLT resumes performance, it shall adjust all affected schedules to reasonably accommodate the suspension. After fifteen (15) days’ suspension for any reason, EVOLT may reassign personnel.

15. Termination

15.1.

Either Party may terminate the Agreement and/or any relevant Order in place without incurring any liability to the other, with immediate effect by serving a written notice on the other Party, if the other Party is in breach of the Agreement and, if such breach has not been remedied within thirty (30) days of written notice.

15.2.

Either Party may terminate the Agreement and/or any relevant or Order in place without incurring any liability to the other, with immediate effect by serving a written notice on the other Party in the event that the other Party becomes insolvent (as defined in s113 of the Housing Grants, Construction and Regeneration Act 1996 (as amended)) or bankrupt, is placed in administration, receivership or liquidation, commences proceedings to be wound up, enters into any voluntary arrangement with its creditors, or on the happening of any similar event according to the laws of its domicile.

15.3.

EVOLT may terminate the Agreement and/or relevant Order in place without incurring any Liability to Customer, with immediate effect by serving a written notice on Customer in the event that Customer undergoes any change of Control or disposes of all or a substantial part of its business or assets (other than for the purposes of a legitimate reorganisation) without EVOLT’s prior written consent, which consent shall not be unreasonably withheld or delayed (provided such consent may be withheld if EVOLT does not receive adequate evidence of Customer’s ability to continue to perform its obligations in accordance with the terms of the Agreement)

15.4.

Termination under this Agreement howsoever arising shall be without prejudice to the rights or remedies of either of EVOLT in relation to any negligence omission or default of the other prior to such termination.

15.5.

Except as otherwise permitted under clause 15.1 and clause 15.2, Customer shall have no right to cancel or terminate any Order, whether in whole or in part and on the termination or expiration of any Order and/or the Agreement, all Charges payable under the Order(s) shall be due and payable and Customer shall not be due any refund of Charges already paid to the EVOLT. EVOLT in its sole discretion, is entitled to deem any purported cancellation or termination by the Customer a repudiatory breach of contract. In the event that Customer purports to cancel or terminate an Order Customer shall remain liable to pay 100% of the Charges without deduction, and, If the Offerings include Hardware, regardless of whether the latter has been delivered or not. Any advance payments made by the Customer shall be retained and applied against the Charges due under this clause 15 and are non-refundable.

16. Consequences of termination

16.1.

In the event of the termination or expiry of the Agreement, the following shall apply:

the Customer shall immediately pay to the EVOLT all of the EVOLT’s outstanding unpaid invoices and interest and, in respect of the Offerings supplied but for which no invoice has been submitted, EVOLT may submit an invoice, which shall be payable immediately on receipt;

EVOLT shall have the right, at its sole discretion, to have any Order pending at the time of termination completed or terminated. If EVOLT elects to have such Order completed, the terms of the Agreement shall continue to apply to such Order;

Customer shall immediately deliver, at Customer’s expense, all and any property owned by EVOLT and take all action necessary to protect property in Customer’s possession in which EVOLT has an interest. In this case, EVOLT shall reimburse Customer for reasonable costs (determined on the basis of documentary evidence submitted by Customer) incurred in connection with such protective action;

EVOLT and Customer shall immediately return all respective Confidential Information, or destroy it and certify such destruction.

EVOLT shall, upon Customer’s written request and subject to agreed reasonable fees, provide reasonable assistance to facilitate an orderly transition of the affected Service (this may include the provision of relevant data and information in a commercially reasonable format);

all rights, including Intellectual Property Rights, granted to the Customer under this Agreement shall immediately cease;

all existing Orders shall continue to apply to the parties until expiry of the Orders; and

any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

16.2.

Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

17. Intellectual Property Rights (IPRs)

17.1.

EVOLT (and its licensors) shall retain ownership of all EVOLT Background IPR’s used under or in connection with the Agreement; and shall retain ownership of all Foreground IPRs (excluding the Customer Materials) created or developed by it in the course of its performance of the Agreement and/or in connection with the Offerings. The Agreement and/or an Order does not transfer any interest in IPRs except as otherwise agreed in writing between the Parties in an Order.

17.2.

All IPRs developed under an Order or arising out of or in connection with any Offerings (other than IPRs in any materials provided by Customer) shall be owned by EVOLT.

17.3.

In relation to the Deliverables, EVOLT grants the Customer, or shall procure the direct grant to the Customer of, a non-exclusive, revocable, national, non-transferable and non-sublicensable, royalty-free licence during the term of the relevant Order to use any Deliverables (excluding any materials provided by the Customer) in unmodified form solely for the purpose of receiving and using the. Additional license rights and restrictions may be stated in the respective Order.

17.4.

The Customer hereby grants (or shall procure as necessary) to EVOLT such permissions and licence to use (including to hold, incorporate, process, modify and copy) any Intellectual Property Rights needed for the performance of the Offerings and this Agreement, and the grant of such licence is made on a non-exclusive, revocable, non-transferable, non-sub-licensable, royalty-free basis, for the purposes and the duration of the Agreement and/or the relevant Order.

17.5.

The provisions of this clause 17 shall survive termination or expiry of the Agreement.

18. Liability

18.1.

References to liability in this clause 18 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise (“Liability”).

18.2.

Nothing in this clause 18 shall limit the Customer’s payment obligations under an Order.

18.3.

Nothing in this agreement limits any Liability which cannot legally be limited, including but not limited to Liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; and

breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

18.4.

Subject to clause 18.3, under no circumstances shall EVOLT have Liability to Customer for any loss of profit, sales, business, or revenue; loss or corruption of data, information or software; loss of business opportunity; loss of anticipated savings; loss of goodwill; or any indirect or consequential loss.

18.5.

Subject to clause 18.3, EVOLT’s total Liability to Customer shall in no circumstances exceed the total Charges paid by Customer under the Order.

18.6.

All conditions, warranties, representations or other terms that might otherwise be implied into this agreement by statute, common law or otherwise are excluded from this agreement.

19. Insurance

19.1.

EVOLT shall maintain, with reputable insurers, appropriate insurance coverage including public liability, product liability, and, where applicable, professional indemnity insurance, at levels consistent with industry practice. Upon Customer’s written request, EVOLT shall provide reasonable evidence of such insurance.

19.2.

Customer shall be responsible for maintaining any insurance required for its own assets and operations.

20. Compliance with laws

20.1.

A Party shall comply with all laws and regulations applicable to the same Party in connection with the performance of the Agreement, including those relating to electrical safety, environmental protection, data protection, export regulations, and electric-vehicle charging infrastructure.

21. Data Ownership and Use

21.1.

Customer retains all right, title, and interest in and to any personal data and Customer-specific data provided to or generated by the Customer in connection with the Offerings (“Customer Data”).

21.2.

EVOLT shall be entitled to:

(a) access, collect, and use operational, technical, and usage data relating to the Offerings (including performance, diagnostics, and utilisation data) (“Operational Data”); and

(b) use such Operational Data for the purposes of providing, maintaining, improving, and analysing its Offerings.

21.3.

To the extent that EVOLT processes personal data on behalf of the Customer, such processing shall be governed by a separate Data Processing Agreement.

21.4.

EVOLT shall not sell Customer Data to third parties and shall only share data in anonymised or aggregated form unless otherwise agreed.

22. Force Majeure

22.1.

Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:

acts of God, flood, drought, earthquake or other natural disaster;

sudden and significant decline in the electric vehicle market that significantly impacts on the EVOLT;

epidemic or pandemic;

terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

nuclear, chemical or biological contamination or sonic boom;

any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

collapse of buildings, fire, explosion or accident;

any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);

non-performance by EVOLTs or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and

interruption or failure of utility service.

22.2.

Provided it has complied with clause 22.4, if a Party is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement and/an Order or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

22.3.

The corresponding obligations of the other Party will be suspended, and time for performance of such obligations extended, to the same extent as those of the Affected Party.

22.4.

The Affected Party shall:

as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and

use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

22.5.

If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 60 calendar days, the party not affected by the Force Majeure Event may terminate the affected Order, or the Agreement, if the latter is affected as a whole, by giving written notice to the Affected Party.

22.6.

Customer shall pay EVOLT for the Offerings provided up to the date of termination.

23. Governing Law and Jurisdiction

23.1.

The Agreement and any Order will be governed by and construed in accordance with the law of England and Wales.

23.2.

The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle and dispute or claim arising out of or in connection with an Agreement or its subject matter or formation (including non-contractual disputes or claims).

24. Miscellaneous

24.1.

“In writing” includes email, unless otherwise stated. Termination notices must be sent by letter to the address specified in the applicable Order.

24.2.

EVOLT may amend the General Terms or Supplemental Terms from time to time. The version of such terms in force at the time of the Order will apply.

24.3.

The Order and any amendments to it can only be effective if signed by both Parties (either manually or by an electronic system agreed between the Parties).

24.4.

Subject to confidentiality, nothing in the Order restricts EVOLT from providing services to third parties that are similar or identical to the services provided to Customer.

24.5.

EVOLT may use Affiliates and subcontractors to fulfil its obligations under the Order. EVOLT remains responsible for its obligations and those of its Affiliates and subcontractors.

24.6.

Nothing in the Order creates a partnership or an employment relationship between EVOLT and Customer or any of their respective personnel.

24.7.

The Order is the entire agreement with respect to its subject matter and supersedes and extinguishes any previous or contemporaneous agreements, assurances, warranties, or representations.

24.8.

Each party agrees that it has no remedies in respect of any statement or representation (whether made innocently or negligently but excluding any made fraudulently) that is not set out in the Order.

24.9.

Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

24.10.

If a translation of the Order or the Agreement conflicts with the original, the English language version will prevail.

24.11.

The parties agree that only the Agreement applies to the Order. The terms of any purchase order or other document from Customer are excluded and such terms will not apply to any Order and will not supplement or modify the Order irrespective of any language to the contrary in such document.

24.12.

Neither party may assign or otherwise transfer (by operation of law or otherwise) its respective rights or obligations under the Order without the written consent of the other. However, EVOLT may assign to an Affiliate or an acquirer of all or substantially all the business covered by the Order. Unless specified in the Order, no third party may enforce any term of the Order.

24.13.

Failure to enforce a provision of the Order will not be considered a waiver.

24.14.

If any provision of the Agreement or any Order is invalid, illegal, or unenforceable, the remaining provisions will not be affected. Such provision will be deemed to be restated in line with applicable law to reflect the parties’ original intent.